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HomeMy WebLinkAbout8398RESOLUTION NO. 8398 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND HUNTER CREEK HOUSING, LTD., A COLORADO LIMITED PARTNERSHIP FOR COMMUNITY HOUSING DEVELOPMENT SERVICES IN FURTHERANCE OF THE CITY'S HOUSING STRATEGY, AND AUTHORIZING THE PRESIDENT OF THE COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1 The Agreement dated April 27, 1998, between The City of Pueblo, a Municipal Corporation, and Hunter Creek Housing, Ltd., a Colorado Limited Partnership ( "the Agreement ") to provide community development services in furtherance of the City's comprehensive housing strategy in conjunction with the U.S. Department of Housing and Urban Development ( "HUD ") HOME Program, a copy of which is attached and incorporated, having been approved as to form by the City Attorney, is hereby approved, and made subject to and contingent upon receipt of the federal financial assistance therefor. SECTION 2 Loan funds to be provided under the Agreement shall be paid from Account No. 60- 1998 - 650 - 619 -40 -7416 up to and not exceeding $340,000.00, subject to and contingent upon receipt of federal HOME funds therefor. SECTION 3 The President of the City Council is hereby authorized to execute said Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the Seal of the City thereto and attest same. ATTEST: City Clerk INTRODUCED: April 27, 1998 By Rich Golenda Councilperson APPROVED: President o he City Council F;\ FILES\ CITY\ IIOUSING \HOME\HNIRCREK \I99S\RESOLUUMM -2- , , ,"WW.u+iw1r4Ji�M # 9-39 A RESOLUTION APPROVING AN�(� AGREEMENT BETWEEN THE CITY OFTitle. PUEBLO, A MUNICIPAL C O RP O RATI ON , Agenda Item # AND HUNTER CREEK HOUSING, LTD., A COLORADO LIMITED PARTNERSHIP FOR COMMUNITY HOUSING DEVELOPMENT SERVICES IN FURTHERANCE OF THE CITY'S HOUSING STRATEGY, AND AUTHORIZING THE PRESIDENT OF THE COUNCIL TO EXECUTE SAME �1 �• ( • W-196no 1111.1 /' ••11'1 Q1 • �i 1. SUMMARY a. Issue: The Pueblo City Council shall consider supporting a HOME funding application submitted to the City of Pueblo for construction of a multi- unit apartment facility. b. Recommendations: The Council should support the application subject to certain conditions 2. BACKGROUND Hunter Creek Housing Ltd., a Colorado Limited Partnership submitted an application to the City of Pueblo for financial assistance to construct a new multi- unit apartment complex for Pueblo rental households. Passage of this resolution will approve and obligate $340,000 of federal HOME monies for the fiscal year 1998. 3. FINANCIAL IMPACT The 340,000 in Federal HOME Funds will be used in conjunction with State of Colorado Division of Housing funds and Colorado Housing and Finance Authority funds. Use of this money will assist in meeting the housing goals of the Consolidated Plan for the City of Pueblo submitted to HUD for the year 1995. 4. ALTERNATIVES City Council can choose not to or they may support the housing application P Rev. 4/17/98 CITY OF PUEBLO AFFORDABLE HOUSING DEVELOPMENT AGREEMENT (For -Profit Entity) This Agreement is made and entered into this 27th day of April, 1998 by and between the City of Pueblo, a Municipal Corporation (hereinafter referred to as "City ") and Hunter Creek Housing Ltd., a Colorado Limited Partnership (hereinafter referred to as "HCH "). WITNESSETH, that: WHEREAS, the City has, under date of March 1, 1997, entered into an agreement with the U.S. Department of Housing and Urban Development ( "HUD "), whereby federal financial assistance may be made available to City as a participating jurisdiction for the purpose of expanding the availability of affordable housing pursuant to the Home Investment Partnerships Act ( "the Act ") (42 U.S.C. 12701 et. se .), the Cranston - Gonzales National Affordable Housing Act and implementing regulations, including but not limited to those at 24 CFR Part 92; and WHEREAS, in accordance with the provisions of the Act and 24 CFR Sections 92.200 and 92.205, a portion of such financial assistance, subject to deobligation (and subject to appropriation with respect to any assistance payable out of future fiscal year allotments), may be made available to qualifying for - profit entities for the purpose of carrying out specific elements of the participating jurisdiction's housing strategy including new construction of affordable rental housing; and WHEREAS, HCH has represented to City that it is a duly qualified for- profit entity which is eligible and willing to undertake certain approved elements of City's housing strategy identified herein and in the Scope of Services attached hereto; and WHEREAS, based upon HCH's representations, the City believes HCH is capable or can reasonably be expected to become capable of carrying out said approved elements of City's housing strategy, and City is willing to allocate federal funds to HCH for investment in housing to be developed, sponsored or owned by HCH which will comply with and fulfill said approved elements of City's housing strategy; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants, terms and conditions set forth herein, the parties agree as follows: HCH SERVICES (a) HCH shall undertake, in accordance with all applicable federal, state and local laws and regulations, control and development of a project, known as the Hunter Creek Project, in furtherance of City's housing strategy and approved by the City and satisfactorily perform and complete all services and items of work, and furnish all labor and materials encompassed within or reasonably necessary to construct the project and accomplish the tasks and functions described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference (herein- after referred to as the "Project "), in full compliance with all provisions of this Agreement. Before proceeding with the Project, HCH shall furnish City with all reasonable information which City may request concerning the Project, demonstrate eligibility of the Project for assistance under this Agreement, and obtain the written approval of City's authorized representative as to such Project. (b) HCH warrants and represents that (i) it has the requisite authority and capacity to perform all terms and conditions on HCH's part to be performed hereunder; (ii) that it is duly organized as a for - profit corporation, limited liability company or limited partnership under state law and is in good standing with the Secretary of State of Colorado; (iii) that it is aware of and understands its duty to perform all functions and services in accordance with the regulatory requirements of 24 CFR Part 92 and those identified in Exhibit "C" hereto; and (iv) that it is accepting federal financial assistance hereunder subject to certain mandatory repayment provisions. (c) Time is of the essence hereof. HCH agrees that it shall meet the following deadlines with respect to the Project: (i) HCH shall secure loan commitments for a construction loan and the primary loan permanent financing for the Project, and furnish evidence thereof to City, on or before July 1, 1998; (ii) HCH shall commence construction of the Project not later than August 1, 1998; and (iii) HCH shall substantially complete construction of the Project not later than January 1, 2000. (d) HCH acknowledges that because the Project contemplated by this agreement concerns the construction of affordable housing consisting of more than 12 units, HCH shall require in all contracts for the construction of the Project that (i) prevailing wages be paid to all laborers and mechanics performing work on the Project pursuant to 24 CFR §92.354 and the Davis -Bacon Act [40 U.S.C. 276a -5] and (ii) the contract is subject to applicable requirements of the Contract Work Hours and Safety Standards Act [40 U.S.C. 327 -332]. 2. RESPONSIBILITIES OF THE CITY The City shall designate a representative of the City who will be authorized to make all necessary decisions required of the City on behalf of the City in connection with the performance of this Agreement, approval of the Project to be undertaken by HCH hereunder and the disbursement of funds in connection with the program. In the absence of such a designation, the City Manager shall be deemed as City's authorized representative. 3. FINANCIAL ASSISTANCE AND METHOD OF PAYMENT -2- (a) Upon execution of all documents required by City, the City will loan to HCH an amount up to that specified in subparagraph (c) of this paragraph as the public investment in all services and work to be performed or undertaken by HCH under this Agreement. Disbursement of loan funds to HCH will be periodic and each disbursement is subject to all of the following requirements, which shall be conditions precedent to payment: (i) that HCH has expended funds after April 27, 1998 for eligible approved expenditures with respect to the Project, (ii) that HCH is not in default of any material provision of this Agreement nor applicable law or regulation, (iii) that HCH has timely submitted requests for loan disbursement detailing the eligible loan drawdown items in a format approved by City, (iv) that HCH has certified with each payment or loan drawdown request compliance with the requirements identified in Exhibit "C" and that all expenditures for which drawdown is sought were made for and in furtherance of the Project and are an eligible use of federal assistance under the Act, and (v) that City has timely received from HUD sufficient federal assistance under the Act to pay the disbursement hereunder. (b) Payment hereunder is also subject to and may only be disbursed in accordance with HUD regulations including but not limited to those at 24 CFR Part 92, as presently promulgated and as same may be revised from time to time in the future. All payments received by HCH hereunder are subject to repayment by HCH as provided in 24 CFR Part 92. Loan funds provided hereunder for Project may only be used for development hard costs and acquisition costs, as provided in 24 CFR § §92.205(d) and 92.206(a) and (c). (c) The aggregate of all payments made hereunder shall not exceed Three Hundred FortX Thousand Dollars (U.S. $ 340.000 ). (d) Upon expiration of the term of this agreement or upon any prior termination, HCH shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination together with any accounts receivable attributable to the use of funds provided hereunder. 4. TERM OF AGREEMENT; PERIOD OF AFFORDABILITY; INDEBTEDNESS CREATED (a) Unless sooner terminated, the term of this Agreement, for purposes of undertaking construction and completion of the project, shall be from the date of execution hereof until July 1, 2000; provided however, that with the respect to the Project for which HCH has received financial assistance under and during the term of this Agreement, HCH shall have continuing responsibility to comply with the performance, certifications, repayment, affirmative marketing, housing affordability compliance and recordkeeping requirements of this Agreement, and 24 CFR Part 92 (including, without limitation 24 CFR Sections 92.252, 92.254, 92.301, 92.351 and 92.508) which shall survive expiration or termination and remain in effect throughout the required full period of affordability, notwithstanding termination or expiration of this Agreement. As used herein, "period of affordability" shall mean 20 years from the completion of the Project except that if the assistance provided hereunder is used in connection with a project financed by a mortgage insured by HUD -3- under Chapter II of Title 24, Code of Federal Regulations, the period of affordability shall be the full original term of said mortgage or 20 years, whichever is longer. (b) The full amount of loan assistance provided to HCH pursuant to this Agreement shall constitute an indebtedness of HCH to the City (or subsequent holder of the Note) which shall be evidenced by a promissory note (hereinafter referred to as the "Promissory Note" or "Note ") which shall be due and payable with interest as provided therein and which shall be secured by the following real property located in Pueblo County, Colorado (the "Property "): Lot 1, Block 1, Hunter Creek Subdivision, according to the recorded plat thereof, recorded July 8, 1996 in Book 2908 at Page 483 of the records of Pueblo County , as evidenced by a Deed of Trust to be executed contemporaneously with said Promissory Note. HCH promises to pay to City or holder the indebtedness as and to the extent same becomes due under the provisions of the Promissory Note and this Agreement. The amount of the assistance shall continue as an indebtedness until paid in full and thereafter for the full period of affordability. (c) During the full Term of this Agreement and for the period of affordability, (1) any failure by HCH to perform any obligation, covenant or provision of the Note or this Agreement required to be performed by HCH, or (ii) any breach of any warranty made by HCH in this Agreement, or (iii) any other violation of any material term of this Agreement or the Deed of Trust given to secure the Note, shall constitute a default under this Agreement and the Note. Upon any default by HCH, the entire indebtedness, together with accrued interest, shall at the election of the holder, at once become immediately due and payable without notice. Failure of the holder to exercise this election shall not constitute a waiver of the right to exercise the same in the event of any subsequent failure to make any payment or other default. If the entire indebtedness is declared immediately due and payable by the holder pursuant to the provisions of the above paragraphs, from and after the date of such declaration or acceleration the indebtedness shall accrue interest at the rate of twelve percent (12 %) per annum until the date when the entire indebtedness and such accrued interest is paid in full. HCH further agrees that no release of any security for the indebtedness or extension of time for payment of same, or any installment thereof, and no alteration, amendment or waiver of any provision of the Note or the Deed of Trust securing same shall in any manner, release, discharge, modify or affect the obligations of HCH under this Agreement, the Note and said Deed of Trust. 5. TERMINATION OF AGREEMENT (a) For Cause This Agreement may be terminated by City for cause, including any nonperformance by HCH, upon ten (10) days written notice to HCH including a statement of the reasons therefor, and after an opportunity for a hearing has been afforded. If a hearing is requested, it shall be held before the City's Director of Housing and Community Development whose decision as to both the grounds for termination and the appropriateness thereof shall be final and binding M upon both City and HCH. In accordance with 24 CFR 85.43, cause for termination shall include any material failure by HCH to comply with any term of this Agreement. (b) For Convenience This Agreement may be terminated by the City for convenience in accordance with the provisions of 24 CFR 85.44. This Agreement shall terminate immediately upon any non - appropriation of FY 1998 funds, or upon any suspension or non - receipt of federal assistance provided to City under the Act, regardless of cause. (c) Post Termination Procedures In the event of termination, HCH shall continue to be responsible for those matters which survive termination identified in paragraph 4 above, unless City takes over the project and, in connection therewith, prospectively releases HCH from one or more specific responsibilities in writing. Additionally, at City's sole option, all property acquired by HCH with grant funds, all grant funds, program income, and mortgage loans originated with grant funds or by payments therefrom and payments received under such mortgage loans, held, owned or retained by HCH shall immediately become the sole and separate property of the City and HCH shall perform all acts and execute all instruments necessary to transfer and assign such property, funds, income, and mortgage loans to City. All finished or unfinished documents, data, studies reports and work product prepared by HCH under this Agreement or with grant funds shall, at the option of the City, become its property. 6. ASSIGNABILITY This Agreement shall not be assigned or transferred by HCH without the prior written consent of the City. Any assignment or attempted assignment made in violation of this provision shall, at City's election, be deemed void and of no effect whatsoever. 7. CONFLICT OF INTEREST HOME Regulation 24 CFR, Part 92.356 is incorporated herein by reference, and sets forth applicable laws and regulations that apply to Conflict of Interest. HCH shall avoid all conflicts prohibited by applicable regulations, including but not limited to those set forth in 24 CFR Part 92 as presently promulgated and as same may be revised from time to time in the future. 8. HCH RECORDKEEPING HCH shall maintain records as to all project work and activities undertaken with loan assistance hereunder, services provided, reimbursable expenses incurred in performing the Scope of Services and complete accounting records. Accounting records shall be kept on a generally recognized accounting basis and as requested by the City's auditor. HCH agrees to comply with all applicable uniform administrative requirements described or referenced in 24 CFR Part 92. The compliance provisions attached as Exhibit "B" hereto are made a part of this Agreement, and HCH agrees to perform and comply with same. The City, HUD, the Comptroller General of the United States, the Inspector General of HUD, and any of their authorized representatives, shall have the -5- right to inspect and copy, during reasonable business hours, all books, documents, papers and records of HCH which relate to this Agreement for the purpose of making an audit or examination. Upon completion of the work and end of the term of this Agreement, the City may, at any time during the period of affordability or within 5 years thereafter, require all of HCH financial records relating to this Agreement to be turned over to the City. 9. MONITORING AND EVALUATION The City shall have the right to monitor and evaluate the progress and performance of HCH to assure that the terms of this Agreement are being satisfactorily fulfilled in accordance with HUD's, City's and other applicable monitoring and evaluation criteria and standards. The City shall at least quarterly review HCH's performance using on -site visits, progress reports required to be submitted by HCH, audit findings, disbursement transactions and contact with HCH as necessary. HCH shall furnish to the City monthly or quarterly program and financial reports of its activities in such form and manner as may be requested by the City. To the extent feasible, City shall accept copies of CHFA report forms provided such forms contain all information which may be reasonably required by City. HCH shall fully cooperate with City relating to such monitoring and evaluation. 10. HCH FILES AND INFORMATION REPORTS HCH shall maintain files containing information which shall clearly document all activities performed in conjunction with this Agreement, including, but not limited to, financial transactions, conformance with assurances, activity reports, and program income. These records shall be retained by HCH for a period of five years, except that with respect to the project undertaken with assistance provided hereunder, such records shall be maintained for the full required period of affordability. Activity reports shall be submitted monthly or quarterly no later than the ninth day of the month following the end of month or quarter for which the report is submitted. 11. INDEPENDENCE OF HCH Nothing herein contained nor the relationship of HCH to the City, which relationship is expressly declared to be that of an independent contractor, shall make or be construed to make HCH or any of HCH's agents or employees the agents or employees of the City. HCH shall be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors. 12. LIABILITY & INSURANCE (a) As to the City, HCH agrees to assume the risk of all personal injury, including death and bodily injury, and damage to and destruction of property, including loss of use therefrom, caused by or sustained, in whole or in part, in conjunction with or arising out of the performance or nonperformance of this Agreement by HCH or by the conditions created thereby. HCH further agrees to indemnify and save harmless the City, its officers, agents and employees, from and against any and all claims, liabilities, costs, expenses, penalties and attorney fees arising from such injuries M to persons or damages to property or based upon or arising out of the performance or nonperformance of this Agreement by HCH or out of any violation by HCH of any statute, ordinance, rule or regulation. (b) HCH agrees that it shall procure and will maintain during the term of this Agreement, such insurance as will protect it from claims under workers' compensation acts, claims for damages because of personal injury including bodily injury, sickness or disease or death of any of its employees or of any person other than its employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom; and such insurance will provide for coverage in such amounts as set forth in subparagraph (c). (c) The minimum insurance coverage which HCH shall obtain and keep in force is as follows: (i) Workers' Compensation Insurance complying with statutory requirements in Colorado. (ii) Comprehensive General and Automobile Liability Insurance with limits not less than Six Hundred Thousand and No /100 Dollars ($600,000.00) per person and occurrence for personal injury, including but not limited to death and bodily injury, and Six Hundred Thousand and No/ 100 Dollars ($600,000.00) per occurrence for property damage. (d) HCH further agrees to procure and maintain, at its own expense, hazard and fire insurance upon the property described in the Deed of Trust on an "all risk" form in such amounts as City's Department of Housing and Community Development may require, but in any event, for not less than the amount of all liens against the property and the amount of funds loaned to HCH by City pursuant to this Agreement. HCH shall furnish a certificate of insurance certifying such coverage to City's Director of Finance prior to disbursement of any funds to HCH. Both said certificate of insurance and the policy procured by HCH shall name the City as a loss payee. 13. CERTIFICATIONS HCH agrees to execute and abide by the certifications contained in Exhibit "C" hereto, which are hereby expressly made a part of this Agreement. 14. PROGRAM INCOME; REVERSION OF ASSETS (a) Unless otherwise authorized by City in writing, interest income earned by HCH on funds provided by City hereunder during the period between receipt of such funds by HCH and the expenditure thereof for a purpose authorized by this Agreement shall be deemed program income within the meaning of 24 CFR §92.2 and shall be promptly repaid by HCH to City. Additionally, in the event HUD or the Inspector General of HUD, should determine that any other income received by HCH constitutes program income within the meaning of 24 CFR §92.2 which HUD or the Inspector General of HUD requires be returned to City's HOME Investment Trust Fund Treasury Account, HOME Investment Trust Fund local account or to HUD, then in that event HCH shall -7- repay the amount so determined to City. (b) Upon expiration of the term of this Agreement, or upon any prior termination, HCH shall transfer to City any funds provided hereunder which have not been expended for the authorized purposes of this Agreement as of the time of expiration or termination, together with any accounts receivable attributable to the use of funds provided hereunder. (c) The Project, the Property, and any other real property acquired, constructed or improved in whole or in part with funds provided pursuant to this Agreement shall be used as affordable rental housing within the meaning of 24 CFR § 92.252 for the full period of affordability as defined in paragraph 4 hereof. In the event the Project, the Property or such other property ceases to be so used, HCH shall immediately pay to City the greater of (i) an amount equal to the current market value of the Project and property less any portion of the value attributable to expenditures of funds not provided under this Agreement for the construction of the Project or acquisition of, or improvement to, the Property or, (ii) the remaining principal balance and accrued interest owing under the Note. The use restriction and repayment obligation set forth in this subparagraph shall survive termination or expiration of this Agreement and shall be fully enforceable and subject to collection by City or HUD in accordance with applicable laws. HCH shall execute a Deed of Trust which shall be and constitute a lien upon the Property and all other real property acquired or improved with funds provided hereunder, and which shall secure all obligations of HCH hereunder. (d) In the event City incurs any cost or expense in enforcing the requirements of this Agreement, including but not limited to the requirements of this paragraph 14, or in bringing any action to recover the Project or Property or amount of any repayment obligation, or to foreclose or obtain sale under the Deed of Trust or other mortgage or security instrument, City shall be entitled to recover its costs and expenses, including reasonable attorneys fees. (e) To further ensure that the funds provided hereunder to HCH as a for - profit entity do not constitute an investment of more HOME funds than are necessary to provide affordable housing (as required by 24 CFR §92.250(b)), HCH commits to retain ownership of the project for a period of not less than 20 years from and after the completion of the project. Consequently, in the event HCH should sell or transfer title to the Project, the Property or other real property or improvements constructed or improved with funds provided pursuant to this Agreement, within 20 years after substantial completion of the Project or said improvements, the entire indebtedness shall immediately become due and payable and shall be repaid to City, together with interest thereon at the rate of 8% per annum from the time of substantial completion until said repayment is made; the aforestated deed of trust or mortgage instrument shall also secure this repayment obligation. (f) It is the intent of the parties that §38 -30 -165, C.R.S. and any similar statute hereafter enacted, be preempted under federal law and regulations in order to maintain affordability of the rental units within the Property. Consequently, this Agreement shall not be assumable, and the indebtedness shall be due and payable upon sale, transfer or assignment, or any attempted sale or transfer of the Property by HCH, unless all of the following circumstances are demonstrated to exist: (i) more than 20 years have elapsed since the substantial completion of the project, (ii) the Primary Lender also consents to assumption of the mortgage or obligation to which the Deed of Trust securing this Agreement is subordinate, (iii) the sale of the Property is to a subsequent purchaser who agrees in writing to comply with the affordability requirements of this Agreement and applicable requirements, including those set forth at 24 CFR, §92.252, (iv) the sale price and payment of principal, interest, property taxes and insurance by the subsequent purchaser must permit the rental units to remain affordable for the remaining period of affordability specified in this Agreement, with affordability determined by applicable regulations and requirements, and (v) the City or holder of the Note expressly consents to assumption of HCH's obligations under this Agreement and the Note by the subsequent purchaser prior to sale or transfer, which consent shall be granted only upon HCH's showing circumstances (i) through (iv) have or will be satisfied. 15. SPECIAL REQUIREMENTS APPLICABLE TO IMPROVEMENTS TO PROPERTY (a) In addition to all procurement requirements otherwise applicable to HCH pursuant to any other provision of this Agreement or pursuant to any requirement of law or regulation incorporated in this Agreement by reference, HCH shall comply with all requirements of this Paragraph 15. (b) No improvements shall be undertaken to the Property or other real property with funds (or reimbursement) provided hereunder unless and until: (i) plans and specifications therefor have been prepared by either a registered Professional Engineer in good standing and duly licensed to practice in the State of Colorado or an Architect duly licensed and authorized to conduct a practice of architecture in the state of Colorado; (ii) such plans and specifications have been filed with the City and approved by both the City's designated representative and the City's Director of Public Works; and (iii) all construction contracts for improvements for which payment is sought from City shall have been awarded only after an open, competitive bidding process which has been approved by City's Director of Purchasing and which allows qualified contractors to reasonably participate in the competitive bidding procedures. (c) No disbursement of funds to HCH shall be made by City hereunder unless and until all conditions precedent to payment specified elsewhere in this Agreement have been satisfied and HCH files with City's Director of Housing and Community Development a written request for payment signed by an officer of HCH that certifies (i) that the amounts included in the request for payment have not been included in any prior request for payment, (ii) that the improvements listed therein for which payment is sought have been completed in accordance with the approved plans and specifications therefor, and (iii) that the improvements for which payment is sought have been constructed so as to comply with City of Pueblo building codes and Section 8 Housing Quality Standards.. (d) In every contract for construction of improvements for which payment or reimbursement from City is to be provided under this Agreement, HCH shall include a contract clause or clauses, approved by City's Director of Purchasing, requiring the contractor, and all of the contractor's subcontractors of all tiers, to comply with the requirements of the Davis -Bacon Act and implementing regulations, and to pay all laborers and mechanics engaged in work upon the improve- ments at the prevailing wage rates for such work as determined by the U.S. Department of Labor. NO (e) Every contract for construction of improvements, and all lower tier covered transactions, shall include a requirement that the contractor, subcontractor or vendor certify that neither it nor its principal is debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any federally funded project. 16. RECOGNITION OF HUD, CITY In all printed materials, project descriptions and other activities undertaken with funds provided under this Agreement, HCH shall provide recognition that funds have been provided by the U.S. Department of Housing and Urban Development and the City of Pueblo. Recognition shall be accomplished by prominent disclosure of the role of HUD and the City in all such printed materials and project signage, if any. 17. ENTIRE AGREEMENT: AMENDMENTS The provisions set forth in this Agreement, and all exhibits and attachments to this Agreement, constitute the entire and complete agreement of the parties hereto and supersede all prior written and oral agreements, understandings or representations related thereto. No amendment or modification of this Agreement, and no waiver of any provision of this Agreement, shall be binding unless made in writing and executed by the duly authorized officers of both the HCH and City. 18. SIGNATURES The persons signing this Agreement on behalf of HCH represent and warrant that such persons and HCH have the requisite power and authority to enter into, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of HCH enforceable against HCH in accordance with its terms. IN WITNESS WHEREOF, HCH and the City have executed this Agreement as of the date first above written and under the laws of the State of Colorado. CITY OF PUEBLO, ATTEST: A Municipal Corporation By: a City CieA6 President of 6ty ouncil [SEAL] ATTEST:, h Title: HUNTER CREEK HOUSING, Ltd., a Colorado Limited Partnership By: Hunter Creek Associtaes, LLC General Partner By: Concorde Capital Corporation - DIaTgi Memb By:t ` W t1e: L1JoSeph 11 J. Recchie, CEO F:\ FILES \CITY\HOUSING\IIOME\IINTRCREK \1998 \3- 98AGRE.WPD -10- EXHIBIT B ACCOUNTING SYSTEM COMPLIANCE PROVISIONS As used in this Exhibit, the term "Developer" shall mean the entity entering into the Agreement with the City of Pueblo, a Municipal Corporation to which this Exhibit is attached. Notwithstanding that Developer is a for- profit entity, Developer is subject to and shall comply with the requirements of OMB Circular A -133 to the same extent and effect as if Developer were a Nonprofit Institution as defined in OMB Circular A -133. Developer agrees to maintain Project and accounting records in accordance with generally accepted accounting principles which accurately reflect all costs chargeable to the Project, utilize adequate internal controls, and maintain source documentation for all costs incurred. The City shall have the right to review and approve Developer's account system and internal controls prior to the release of any funds under the Agreement. 4. During the preconstruction and construction phases of the Project, the Developer shall not materially deviate from any approved Project budget unless any proposed major revision thereto has been submitted to City and approved in writing. Change orders of less than $10,000 each or $50,000 in the aggregate shall not be deemed to be material deviations or major revisions to the Project budget. Nothing in the Agreement or the Exhibits thereto shall obligate City to any third parties nor to any contractors, subcontractors, consultants, suppliers or workmen who have contracted with Developer or provided any materials or services to Developer. 6. The City has the right to periodically perform interim audits and a final audit of the Project and funds provided under the Agreement. Developer shall fully cooperate with City in undertaking any such audit and shall provide a suitable work area for City's audit personnel to inspect and copy records. (15) The Safe Drinking Water Act of 1974 (42 U.S.C. 201, 300 (f) et. seq., and 21 U.S.C. 349) as amended; particularly section 1424 (e) (42 U.S.C. 300 (h)- 303(e)); (16) The Endangered Species Act of 1973 (16 U.S.C. 1531 et. seq.) as amended; including but not limited to section 7 (16 U.S.C. 1536) thereof, (17) The Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1272 et. seq.) as amended; particularly section 7 (b) and (c) [16 U.S.C. 1278 (b) and (c)]; (18) The Reservoir Salvage Act of 1960 916 U.S.C. 469 et. seq.); particularly section 3 (16 U.S.C. 469a -1); as amended by the Archeological and Historical Preservation Act of 1974; (19) Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et. seq.) as amended; particularly sections 102(a) and 202(a) [42 U.S.C. 4012a(a) and 4106(a)]; (20) Executive order 11990, Protection of Wetlands, May 24, 1977 (42 FR 26961 et. seq.); particularly sections 2 and 5; (21) It will comply with the Lead -Based Paint Poisoning Prevention requirements of 25 CFR Part 35 issued pursuant to the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821 et. seq.); (22) The National Historic Preservation Act of 1966 (16 U.S.C. 470 et seq.) as amended; particularly section 106 (16 U.S.C. 470f); and (23) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 FR 8921 et. seq.); particularly section 2(c). (24) Construction work financed in whole or in part with federal funds is subject to the prevailing wage requirements of the Davis Bacon Act (29 CFR, Parts 3 and 5), the Copeland Act (29 CFR Part 3), and the Contract Work Hours and Safety Standards Act (Public Law 91 -54, 83 Stat. 96). When a project meets this applicability requirement, the labor standards provisions of the HUD 4010 and the Davis Bacon Wage Decision issued for the project will be incorporated into this contract document and shall be incorporated into all construction contracts and subcontracts of any tier thereunder. (25) No CDBG funds may be expended for lobbying purposes and payments from other sources for lobbying must be disclosed 24 CFR Part 87. (26) Where asbestos is present in property undergoing rehabilitation, Federal requirements apply regarding worker exposure, abatement procedures and disposal. CPD -90 -44 EPA /OSHA. (27) When HOME Investment Partnership Act funds are used, the Subrecipient will comply with implementing regulations and requirements under 24 CFR 92. Signature EXHIBIT C CERTIFICATIONS Developer hereby certifies that the project will be conducted and administered in compliance with all of the following requirements: (1) Title VI of the Civil Rights Act of 1964 (Pub. L. 88 -352; 42 U.S.C. 2000d, et sea .) and implementing regulations issued at 24 CFR Part 1; (2) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90 -284; 42 U.S.C. 3601, et sec.), as amended; and that the grantee will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (3) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant thereto; (4) Section 3 of the Housing and Urban Development Act of 1968, as amended; (5) Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (6) Executive Order 11063, as amended by Executive Orders 12259, and implementing regulations at 24 CFR Part 107; (7) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93 -112), as amended, and implementing regulations when published for effect; (8) The Age Discrimination Act of 1975 (Pub. L. 94 -135), as amended, and implementing regulations when published for effect; (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the HUD implementing regulations set forth in 24 CFR Part 42; (10) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution; (11) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93 -234); (12) The applicable regulations, policies, guidelines and requirements of OMB Circular Nos. A -102, Revised, 24 CFR 85 and Subpart J of 24 CFR 570, A -87, A -110, A -122, A -128 and A -133 as they relate to the acceptance and use of federal funds under this federally- assisted program; (13) The Clean Air Act (42 U.S.C. 7401 et. seq.) as amended; particularly section 176 (c) and (d) [42 U.S.C. 7506 (c) and (d)]; (14) HUD environmental criteria and standards [24 CFR Part 51, Environmental Criteria and Standards]; Silverstate Financial Corporation 18011 Catrfamia Street Denver, Colorado 80202 TEL: 303- 293.8527 FAX: 303- 296.7463 Project Synopsis r Project Name: Location: City: Project Sponsor. Address: Hunter Creek Apartments Pueblo, Colorado Raymond Munoz & Associates, INC Tel: Fax: 303 - -5380 303 -329 -2296 Mortgage Amount Calculation Sources and uses of Funds Net Operating Income: $ 303,359 Sources Mortgage Amortization: 40 CHFA Insured loan $ 3,669,300 Initial Put: 40 HOME Mortgage State $ 550,000 Pass Thru Rate: 5.650% HOME Mortgage City _ $ 340,000 MIP: 0.250% -Owner Equity . $ 75,603 Servicing Fee: 0.800% Tax Credit Equity $ 949,381 Issuer Fee: 0.000% Residual Receipts Note: . $ 100,000 Net Relending Rate: 6.700% Required LOCs $ 125,000 Debt Service Constant 0.07483 Total $ 5,809,284 Coverage Factor 110% Projected Mortgage Amount S 3,669,300 Uses Mortgage AmountiUnit $ 39,035 Construction Costs $ 4,530,192 Annual Mortgage Payment $ 274,565 Carrying/Fin Costs $ 353,931 Monthly Mortgage Payment $ 22,880 Development Costs $ 564,161 LOCs $ 125,000 Acquisition Costs $ 236,000 Total $ 5,809,284 Exhibit A 1 of 3 pages 3 D { N �n m G T W m D 3 r� -c' n� M C) X r9 N 0 SIWERSTATE FINANCUL CCRPORATION Exhibit A 2 of 3 pages C11FAMS 6 Idute Three: Project Cost Eshmafb ,Tanase of Projeet Coots onsvudon Cods ConstrucW ConOnpenq Site De elopmenWlity Camecaws Re Qen9al Struclum code Iteau 0:1 Site C4615 General Redu re rwnb Cantraov oveftad cwncwprvOt Palarmarae Band Prenuum Atehiud De*fI Architect Suptavisor Uemicipw0OW Fees (Owneq Park 0" Fee Swm/TestvphErmmnmemaf SubdrvWW En96swrl; (,DWI Subtotal: CNFA4asund Afongaga AmounlCalculstion WtOpaaOngIm" S 303.159 Morlgege Amoaas6on: Per and 40 Years fr4uput f 40 years Pass T1vu Rsac 100,000 5 65% MIP. 4.16 0-230% Satwq fee: 35,036 S OBVII IssuerF-ee: ' S 0.000% Net Relendiap Role: 25,00 6.10C% Oeol Sena Constant 014 a.07483 Coverage Factor 1,587 3 110.487% Projecud Nodgage Amount f 3,663,340 MayageAT"nWnt f 39.033 Annual mortgage Payment 3 214,563 Monty moqsp paymeat S 22.880 Cumnt Interest Rata 88120 Year R Nn v es t t neo t Rate N01: f Per Gross S.F. Q 10 AAonOs Per and value: Total Budget f 1.064 f 1.39 3 100,000 f 3,191 S 4.16 304000 S 35,036 S 45M 3,293372 S 268 f 035 25,00 f 106 S 014 10,000 400% S 1,587 3 2.08 149,143 2.00% f 825 S lim 7733 4.00% $ 103 f 220 155,211 f 319 S 042 30,000 3B0% f 1399 S 2.09 150,306 O,8% S 337 S 0.44 31.713 $ 1,710 f 2.24 180,700 $ 149 S 0.20 14,000 f 110 $ 0.14 14300 f 200 S 027 19.892 S 48,194 f 63.%3 4,534192 Cumnt Interest Rata 88120 Year R Nn v es t t neo t Rate N01: f 343,354 Q 10 AAonOs O A614 value: f 3,726,745 vakw of UHTC f 853 Value: f 4,979,765 Cdcuutoa/S Ome SQh 0.90 AW Loin f 4,121,710 Paid eft as Apdf 1,1996 $ 72,1671 f 14,000 S 7,300 f ta.6a2 S 113,159 Construction lnlormatbn Con*vcbm Stag 481W ConslntcoonPenod: 10 AAonOs Conatruaiontew Rate: 6.45% Tatal Net Reaidereaal Space' 68,148 Load Faeea: 105.00% AdjuOed Grass R4siden0al Sac 71.785 LtawUp Penad A wft Cdcuutoa/S Ome SQh Tout CarwK ad Space: SyPt Tow Pr*ctSize 71,785 Consauc6m loan Penod: 12 mwft ComrwcW SF as s % of 000% Tout Project SF: 71,765 Construc0on Loan Amount f 3,660.300 CausotsoonContraawJPrat 3 4.143,480 EnmastdCvastrucbmCmVSOFL S 57.74 pertkomWts 3 D { N 00 E �f O). w Q� D 3 f'1 { n S A A { A LU A This am*sis is preliminary and fa disomon purposes any 11'20 AM Itemtugon of Tao Credlt8asis Non•bepreciaole cwmettiat EaOetsad HAWcReMbditat Ra AAW(VAd Total 3 toM 3 100.000 f S 300.000 $ 3 300.0m f f 3193,572 3 $ 3143.572 S f 25,000 3 $ 25,000 3 $ 10.000 $ S 1000 $ $ 149.143 3 $ 149,143 $ f 77,554 3 $ T7,554 3 S 158,211 f S 154.211 3 f 30,00 I S 30.000 3 f 150.306 3 3 150,306 $ 3 31,713 3 2 31,713 S 3 160.700 $ S 160.700 S f 14,00 3 3 14,000 3 f 10,303 3 3 14300 f f 19,692 S 19,692 3 3 4,530.192 3 S S f 4,530.192 f 3 D { N 00 E �f O). w Q� D 3 f'1 { n S A A { A LU A This am*sis is preliminary and fa disomon purposes any 11'20 AM SILYcRSTATE FKMCIAL CORPORATION Exhibit A twges a OMer Fm 3 of 3 pages %d. kMBage Per Gmu S.F. Per Unit Na►Oeprewbk Total Budget lion Perkd InWO4 3 1.259 3 t 65 118,345 Al 3 90 S 0.10 7,500 T Taxes S 53 s 097 5,000 5 Risk Insurance 3 70 f 0.09 6,580 0.25% f 98 f 0.13 9,173 Issuance 2.00% 3 781 $ 1.02 73,392 gee Fee 150% 3 586 f 0.77 55,15 d Recording 3 190 f 021 15,00 3 3 27 $ 003 2.X4 sbng0gan¢ W f 149 3 0.20 14,000 Feiss(TCU4 1.00% 3 390 $ Of 36,686 Inspection Fee f 114 S 015 10. 7r* Wmal 3 3,765 $ 4.93 353.931 vrenl Costs s mom S 15,000 f ?� S % of mangage Per GMss S.F. 2,500 S m { 3 Per Una Total Budget iOng DOW Reserve DK f f S er" LegaYAOafiaz OAalion $ 372 f 049 S 35.000 f S 5 f Fees f 141 f 019 S 13212 Iopxient Fee 3 3,723 S 4.89 S 350.000 d Admiaisuoloeveloper Overhead 3 1,000 5 1.31 5 94.000 eWg1LeasdtgrFFE f 266 f 035 S 25,000 i Issue Lag Reserve S 243 f 032 3 22,080 r Fees S 3 S I Issue Negative Arbitrage f 255 S 0.33 S 23,996 SuNctat S 6,000 S ?A f 564.161 ling SW (Rehabilitation OnW 3 f 3 i Value 5 2.511 3 329 f 236,000 I Project Casts: s 410,471 f 79.21 S . 6,664,284 Vage as a % of Totat Project Costs: 64.559. Paid Bills s 5,000 3 3,000 f Pad Bills f S 3 1,399 1 S f $,C00 S Pad Bills S 124,557 S b 9596 This anagsb is prelirwarf and for discussion putposes ony. 11.20 AM Exhibit A CHWAS 7 3 of 3 pages 3 Na►Oeprewbk Commercial E)erued HLSlaicRehabilitation D Residentw Ar m ted Total r N f 118,345 3 t 119.345 t � S TS00 $ i 7,500 S C3 3 5400 f f 5.000 $ - m 3 ON f S 6,560 f 07 S 9,173 f f 9,173 S lAl f $ 3 73,392 f 73,392 S D S $ f 55,045 i 56,45 S 3 3 f s mom S 15,000 f ?� S 2.500 3 $ 2,500 S m { 3 14,000 $ $ 14,D00 f $ 36,6% 3 f 36,696 3 w ? f 10.700 3 $ 10,700 3 f 210,19! 3 3 143,431 S 353,931 S n I m A A NaWeprsdable Conmerwl Expensed HautRehabilttaliorr n ReskWU Amorked TOW M m o$ s s s x 3 $ 5 35.000 f 351000 t S f S t3,492 $ 13,282 f $ 350,000 f 3 3 360.000 S f 94,000 S 3 f 94,000 S f S S 25,000 f 25,000 S 22,860 S S i 21690 f 3 S 23.996 11 f 23,996 S 22,880 S 467,996 S S 73,282 S f 554,161 S r - 3 - f - S S • 236.000 S 236,000 S , Tax Credit Bass Ncn•Oeprecuble Residential Cwrmroal Arweaed Expensed TO HtstaicRehabitsbon 258,660 5 Mess s S 216,719 5 • f 5,684,284 $ b 9596 This anagsb is prelirwarf and for discussion putposes ony. 11.20 AM