Directive Number: carry.gra ------------------------------------------------------------------------ Grant No. CARRY GRANT AGREEMENT THIS CARRY GRANT AGREEMENT between the Secretary of the United States Department of Housing and Urban Development ("HUD") and [INSERT*NAME OF THE PURCHASER] (the "Grantee") (Employer Identification Number: [INSERT*]) for [INSERT*] ("Project"), Project Number [INSERT*] is made pursuant to the Low-Income Housing Preservation and Resident Homeownership Act of 1990, as amended ("LIHPRHA"). This Grant Agreement will be governed by the applicable statutory provisions at 12 U.S.C. §§ 4101 et seq., and by applicable regulatory provisions at 24 C.F.R. Part 248. The 241(f) Loan Carry Grant Worksheet (Exhibit A), the Distribution of Carry Grant Funds Worksheet (Exhibit B), the Grantee's Plan of Action ("POA") dated [INSERT*] (Exhibit C), as approved by HUD, and HUD's Approval Letter dated [INSERT*] (Exhibit D) are hereby incorporated into and made a part of this Grant Agreement. The Grantee agrees to carry out its grant activities under this Grant Agreement in compliance with LIHPRHA, the regulations, the terms of the POA, the HUD Approval Letter, the Use Agreement and Amendment of Existing Regulatory Agreement (Exhibit E), and any other applicable laws and regulations, whether Federal, State or local, and requirements (including recordkeeping requirements). The Grantee also agrees to accept responsibility for such compliance by any other entities to which it makes Grant Funds available. In reliance upon and in consideration of the mutual representations and obligations hereunder, HUD and the Grantee agree as follows: The receipt of Grant Funds by the Grantee pursuant to this Grant Agreement is conditioned upon the execution of a Section 8 Agreement to Enter Into a Housing Assistance Payments Contract or a Section 8 Housing Assistance Payments Contract between HUD and the Grantee for the above-referenced project pursuant to an approved POA under LIHPRHA. Subject to the provisions of this Grant Agreement, HUD will make available to the Grantee a grant to complete the transfer of the Project from the Seller to the Grantee in accordance with 12 U.S.C. § 4110(d)(3)(B) and 24 C.F.R. § 248.157(o)). ARTICLE I. PROVISION AND ACCEPTANCE OF GRANT A. HUD hereby agrees to provide the Grantee with funds in the amount of [INSERT*AMOUNT OF THE TOTAL GRANT ($00.00)] ("Grant Funds"), and the Grantee agrees to accept the Grant Funds, which are to be used solely for those purposes specified in the Distribution of Carry Grant Funds Worksheet, and all exhibits thereto. The Grant Funds include: Deposit to the Reserve for Replacement: $ Repairs or Substantial Rehabilitation Costs: $ Repairs or Substantial Rehab Contingency: $ Repairs or Sub\Rehab Transaction Costs: $ Transfer Preservation Equity: $ Transaction Costs (Other): $ TOTAL GRANT AMOUNT: $ B. The Grant Funds shall not be increased above the amount shown in this Article for any reason. Cost overruns, and other unanticipated increased costs shall be funded by sources other than the Grant Funds. C. The Grantee acknowledges and agrees that the obligations of the parties under this Grant Agreement are contingent upon the occurrence of the following: (1) transfer of the Project title to the Grantee by deed recorded in the appropriate office; (2) availability of Grant Funds; (3) execution of the Use Agreement; and (4) execution of any other document deemed necessary by HUD. No closing will occur if Grant Funds are not available, in which case HUD may rescind this Grant Agreement. D. During the term of this Grant Agreement, the GTR and GTM shall be responsible for monitoring the approved activities of the Grantee under this Agreement. E. Only the Grant Officer, GTR or GTM has the authority to authorize deviations from this Grant Agreement. In the event the Grantee deviates without written approval of the Grant Officer, GTR or GTM, such deviation shall be at the risk of the Grantee. Any costs related thereto shall be borne by the Grantee. ARTICLE II. DEFINITIONS A. The term "grant" as used herein refers to funds provided under this Grant Agreement, as authorized by LIHPRHA. B. The term "Grant Officer" as used herein refers to the official authorized by HUD to execute and/or administer this grant. The Grant Officer shall be the [INSERT* CORRECT TITLE] or his or her successor or designee. C. The term "Government Technical Representative (GTR)" as used herein refers to the HUD individual who is responsible for the technical administration of the grant, the evaluation of performance under the grant, the acceptance of technical reports or projects, and other such specific responsibilities as may be stipulated in the grant. The GTR for this grant is the [INSERT* CORRECT TITLE]. D. The term "Government Technical Manager (GTM)" as used herein refers to the HUD individual who is responsible for the day to day operation of the grant. The GTM for this grant is the [INSERT* CORRECT TITLE]. E. The term "Seller" as used herein refers to [INSERT*NAME OF THE SELLER]. ARTICLE III. ASSIGNMENT AND PLEDGING OF GRANT A. The Grantee acknowledges that the Grant Funds shall not be offered or pledged in any manner as security for any purpose. B. The rights given to the Grantee under this Grant Agreement shall not be assignable to any other entity without HUD's prior written approval. ARTICLE IV. SCOPE AND CONDUCT OF WORK AND PERIOD OF PERFORMANCE A. The Grantee shall receive the Grant Funds in accordance with the terms of this Grant Agreement. The Grantee shall do all things necessary for or incidental to the performance of the program activities as set forth in this Grant Agreement. B. The Grantee shall complete performance of this Grant Agreement in accordance with the terms outlined in the POA, The 241(f) Loan Carry Grant Worksheet, and the Distribution of Carry Grant Funds Worksheet. ARTICLE V. DISBURSEMENT OF GRANT FUNDS A. The total amount to be wired per this agreement amounts to [INSERT*TOTAL AMOUNT OF GRANT FUNDS TO BE WIRED]. This amount is broken down as follows: The portion of Grant Funds representing the Transfer Preservation Equity amounts to [INSERT*AMOUNT], Deposit to the Replacement Reserve amounts to [INSERT*AMOUNT], and the Transaction Costs in the amount of [INSERT*AMOUNT], shall be wire transferred after execution of this agreement to the Grantee or the Grantee's designee as approved by HUD, provided the Grantee has supplied the appropriate bank account number, the routing number of the banking institution, and any other necessary information to HUD to enable the transfer to occur. B. The balance of the Carry Grant Funds in the amount of [INSERT*BALANCE OF GRANT FUNDS] shall be drawn down from the Line of Credit Control System - Voice Response System (LOCCS- VRS). This amount is broken down as follows: Repairs/Sub Rehab Costs in the amount of [INSERT*AMOUNT], Repairs/Sub Rehab Contingency in the amount of [INSERT*AMOUNT], and Rep/SR Transaction Costs in the amount of [INSERT*AMOUNT]. A request by the Grantee to draw down Grant Funds under this system constitutes a representation by the Grantee that it and all participating parties are complying with the terms of this Grant Agreement. The procedure for drawing down funds is attached as Exhibit 5. C. Upon expenditure of the Grant Funds wire transferred and before the Grantee makes the first draw down from the LOCCS-VRS, the Grantee shall provide a certification to the GTR or GTM providing that the Grant Funds were expended in accordance with the Sources and Uses Statement. The Grantee agrees that any excess Grant Funds shall be deposited into the Reserve for Replacements Account for the Project. ARTICLE VI. LIMITATIONS ON PAYMENT In the event of any dispute between the parties as to items which are allowable costs covered by the Grant Funds, HUD shall be the sole determiner of allowable costs. ARTICLE VII. EXCESS GRANT FUNDS In the event the total amount of Grant Funds allocated to the Project under this Grant Agreement is not expended, the Grantee shall deposit any excess amount into the Reserve for Replacements Account established for the Project. The excess Grant Funds deposited into the Reserve for Replacements Account shall be used only for those purposes approved by HUD and the Grantee shall receive the prior approval of HUD to make withdrawals from the account for those purposes. The Grantee may use excess Grant Funds to pay for annual oversight costs in accordance with Paragraph VII-B of Notice 94-42 "Mid-Course Correction II - For Low Income Housing Preservation and Resident Homeownership (LIHPRHA) and Emergency Low Income Housing Preservation Act (ELIHPA) Programs." ARTICLE VIII. AMENDMENTS This Grant Agreement may be modified at any time by a written amendment. Amendments which reflect the rights and obligations of either party shall be executed by HUD (the Grant Officer) and the Grantee. Amendments to the Grant Agreement involving corrections or inconsistencies regarding the statute, regulations or the POA may be made unilaterally by the Grant Officer. ARTICLE IX. DEFAULT A default under this Grant Agreement shall consist of (1) any use of Grant Funds for a purpose other than as authorized by this Grant Agreement, (2) any material noncompliance with LIHPRHA, the regulations, the POA, any other Federal, State or local law as determined by HUD, (3) any other material breach of this Grant Agreement, or (4) any misrepresentation in the POA submissions which, if known to HUD, would have resulted in this grant not being provided. If HUD determines preliminarily that the Grantee is in default, HUD will give the Grantee notice of this determination and the corrective or remedial action proposed by HUD. The Grantee shall have an opportunity to demonstrate, within the time prescribed by HUD (not to exceed thirty days from the date of the notice), and on the basis of facts and data, that it is not in default, or that the proposed corrective or remedial action is inappropriate, before HUD implements the corrective or remedial action. Corrective or remedial actions that HUD may instruct the Grantee to undertake during the performance of this Grant Agreement shall include preparing and following a schedule of actions for properly completing the approved activities affected by the default. Where HUD determines that corrective or remedial actions by the Grantee have not been undertaken as instructed, or will not be effective to correct the default and to prevent further default, HUD may take the following additional corrective and remedial actions under this Grant Agreement: 1. Reduce the grant in the amount affected by the default; 2. Take action against the Grantee under 24 CFR Part 24 and Executive Order 12549 with respect to future LIHPRHA, HUD, or Federal grant awards; 3. Demand repayment of all grant amounts disbursed; 4. Initiate litigation or other legal proceedings designed to require compliance with the statute, regulations, the POA, this Grant Agreement or other pertinent authorities; 5. Require the Grantee to transfer all its rights and interest in the project to HUD; and 6. Take any other remedial action legally available. No delay or omission by HUD in exercising any right or remedy under this Grant Agreement shall impair HUD's ability to exercise such right or remedy or constitute a waiver of, or acquiescence in, any Grantee default. ARTICLE X. CERTIFICATIONS The Grantee certifies that it shall comply with the provisions of the Fair Housing Act (42 U.S.C. 3601-3619); Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d); Executive Order 11063 as amended by Executive Order 12259 (3 CFR 1958-1963 Comp., p. 652 and 3 CFR 1980 Comp., p. 307); section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794); the Age Discrimination Act of 1975 (42 U.S.C. 6101-6107); Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), Executive Order 11246 (3 CFR 1964-1965 Comp., p. 339), Executive Orders 11625, 12432, and 12138 and all implementing regulations issued pursuant to these statutes and authorities. ARTICLE XI. REPAYMENT OF GRANT FUNDS If the Grantee within ten (10) years from the date of this Grant Agreement becomes affiliated with or transfers the project to any non-priority purchaser, the Grantee shall reimburse HUD for the difference between the total amount of the Grant Funds listed in Article I. of this Agreement and the assistance HUD would have provided to a non-priority purchaser, in accordance with 24 C.F.R. § 248.157(p). ARTICLE XII. SPECIAL CONDITIONS A. The Grantee, in performing the terms, provisions and requirements of this Grant Agreement, shall also adhere to the provisions and terms of The 241(f) Loan Carry Grant Worksheet, Distribution of Carry Grant Funds Worksheet, the POA, HUD's Approval Letter and that Use Agreement and Amendment of Regulatory Agreement which are attached hereto and incorporated herein. Should there be any conflict between this Grant Agreement and the POA, or between this Grant Agreement and the HUD Approval Letter, or between this Grant Agreement and the Use Agreement, such discrepancy or conflict shall be resolved by the Grant Officer. B. HUD funds may only be used for the purpose stated in this Grant Agreement. This Agreement is hereby executed on behalf of the parties as follows: UNITED STATES OF AMERICA Secretary of Housing and Urban Development BY:________________________________________ Signature of Authorized Official ___________________________________________ Title ___________________________________________ Date GRANTEE ___________________________________________ Name of Organization ___________________________________________ Signature of Authorized Official ___________________________________________ Title ___________________________________________ Date EXHIBITS Exhibit A - The 241(f) Loan Carry Grant Worksheet Exhibit B - Distribution of Carry Grant Funds Worksheet Exhibit C - HUD Approved Plan of Action Exhibit D - HUD Approval Letter Exhibit E - Use Agreement and Amendment of Existing Regulatory Agreement