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Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP AMENDMENT NO. 1 TO SERIAL 220166-RFP, AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES BETWEEN NEWTOWN COMMUNITY DEVELOPMENT CORPORATION & MARICOPA COUNTY WHEREAS, Maricopa County, Arizona (“County”) and NEWTOWN COMMUNITY DEVELOPMENT CORPORATION (“Contractor”) have entered into a Contract for the purchase of AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES dated May 18, 2022 (“Agreement”) County Contract No: 220166-RFP. WHEREAS, County and Newtown Community Development Corporation have agreed to further modify the Agreement by changing certain terms and conditions. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Approve Amendment No. 1 to the agreement RFP 220166-Affordable Housing Development Opportunities, executed on May 18, 2022, between Newtown Community Development Corporation and Maricopa County. The purpose of the Agreement is to increase the number affordable housing units to address the affordable housing shortage. 2. The purpose of the Amendment is to amend administrative portions of the agreement and adjust the structure of the Agreement accordingly. 3. Summary of changes: Throughout the document, minor grammatical errors have been changed (e.g., articles, etc.), and address the following: - Section 6.0 Department of Housing replaced with Human Services Department - Section 7.17 Removed DUNS and replaced with Unique Entity Identifier and System for Award Management requirement - Section 7.30.1.2.3 -Added “Proposed” to document title - Section 7.31 Updated Point of Contact - 7.33 New Section: Administrative Change Orders - 7.34 New Section: Forced Labor - Exhibit A - Updated contractor information and changed payment terms to net 0 - Exhibit B1 - Revised language - Exhibit B3 - Added “Proposed” to document title - Exhibit C - Changed CFDA Number to Assistance Listing Number (ALN) and removed DUNS Number and replaced with Unique Entity Identifier Number (UEI) - Exhibit C - Section 16: Added “unless otherwise determined by the Human Services Department but not to exceed a 5-year period per 2 CFR Part 200.330” - Exhibit D4 - Removed name of Assistant Director for Human Services Department and added Housing and Community Development Manager’s title Please see revisions following signature page Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED IN WITNESS WHEREOF, the Contract Amendment is executed on the date set forth below and executed by Maricopa County. Newtown Community Development Corporation, an Arizona Non-Profit Corporation AUTHORIZED SIGNATURE OF PRINCIPAL PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CLINT HICKMAN, CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP Revisions to contract in red. Only contract pages with revisions are included: AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES 220166-RFP This Contract is entered into this 18th day of May 2022 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Newtown Community Development Corporation, an Arizona non-profit corporation (“Contractor” or “Developer”). 1.0 CONTRACT TERM This Contract is for a term of 2 years and 1 month, beginning on the 18th day of May 2022 and ending the 30th day of June 2024; however, all applicable terms and conditions of this Contract, and any Exhibits hereto, shall remain valid for the entire Affordability Period as defined in Exhibit C, Special Terms and Conditions, attached hereto and made a part hereof. (“Contractor” will be referred to in Exhibit C – Special Terms and Conditions, as “Developer”). 2.0 OPTION TO RENEW The County may, at its option and with the concurrence of the Contractor, renew the term of this Contract up to a maximum of two years and four months. The Contractor shall be notified in writing by the Office of Procurement Services of the County’s intention to renew the Contract term at least 60 calendar days prior to the expiration of the original Contract term. 3.0 SPECIAL TERMS AND CONDITIONS TERM Special Terms and Conditions (Exhibit C) Developer’s Contract Termination Date: 15 years from the date of completion. 4.0 CONTRACT COMPLETION In preparation for Contract completion, the Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records and other data in the possession, custody, or control of the Contractor that are required to be provided to the County either by the terms of this Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 5.0 AVAILABILITY OF FUNDS 5.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this contract. County shall keep the Contractor fully informed as to the availability of funds. 5.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 6.0 DUTIES The Contractor shall perform all duties stated in Exhibit B – Statement of Work, or as otherwise directed in writing by the Department of Housing Human Services Department, and the procurement officer (as applicable). 7.0 TERMS AND CONDITIONS 7.1 INDEMNIFICATION 7.1.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes of the Contractor, its agents, representatives, employees, or subcontractors relating to the performance of this Contract. 7.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or mistakes in the performance of this contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 7.1.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this section. 7.1.4 The scope of this indemnification does not extend to the sole negligence of County. 7.2 INSURANCE 7.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 7.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract. 7.2.3 In the event that the insurance required is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and either continuous coverage shall be maintained, or an extended discovery period shall be exercised for a period of two years beginning at the time work under this Contract is completed. 7.2.4 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 7.2.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 7.2.6 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 7.2.7 The insurance policies required by this contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP representatives, officers, directors, officials, and employees as additional insureds. 7.2.8 The policies required hereunder, except Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials, and employees for any claims arising out of Contractor’s work or service. 7.2.9 If available, the insurance policies required by this Contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 7.2.9.1 Commercial General Liability Commercial General Liability (CGL) insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 7.2.10 Certificates of Insurance 7.2.10.1 Prior to Contract award, Contractor shall furnish the County with valid and complete Certificates of Insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this Contract number and title. 7.2.10.2 In the event any insurance policy(ies) required by this Contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual certificates of insurance. 7.2.10.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 7.2.10.4 Certificate holder shall be identified as: Maricopa County Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP c/o Risk Management 301 W Jefferson St., Suite 910 Phoenix, AZ 85003 7.2.11 Cancellation and Expiration Notice Applicable to all insurance policies required within the insurance requirements of this contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed, or hand delivered to 160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 7.3 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant Contract for convenience by providing 60 calendar days advance notice to the Contractor. 7.4 TERMINATION FOR DEFAULT 7.4.1 The County may, by written Notice of Default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 7.4.1.1 perform the services within the time specified in this Contract or any extension; 7.4.1.2 make progress, so as to endanger performance of this contract; or 7.4.1.3 perform any of the other provisions of this contract. 7.4.2 The County’s right to terminate this Contract under these subparagraphs may be exercised if the Contractor does not cure such failure after receipt of a Notice to Cure from the procurement officer specifying the failure and time frame allowed in which to remedy. 7.5 PERFORMANCE It shall be the Contractor’s responsibility to meet the proposed performance requirements. 7.6 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the County is at any time, while the Contract or any extension of the Contract is in effect, an employee or agent of any Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the contract. 7.7 ASSIGNMENT The Contractor may not assign to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing assignment must reference the Contract serial number and identify the job or project. 7.8 AMENDMENTS All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Board of Supervisors shall be responsible for approving all amendments for Maricopa County. 7.9 RIGHTS IN DATA 7.9.1 The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 7.9.2 Data, records, reports, and all other information generated for the County by a third party as the result of a Contract are the property of the County and shall be provided in a format designated by the County or shall be and remain accessible to the County into perpetuity. 7.10 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 7.10.1 In accordance with Section MC1-373 of the Maricopa County Procurement Code, the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six years after final payment or until after the resolution of any audit questions, which could be more than six years, whichever is longest. The County, Federal or State auditors and any other persons duly authorized by the department shall have full access to and the right to examine, copy, and make use of, any and all said materials. 7.10.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 7.11 AUDIT DISALLOWANCES Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check, or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 7.12 STRICT COMPLIANCE Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract. 7.13 VALIDITY The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the contract. 7.14 SEVERABILITY The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this contract. 7.15 NON-DISCRIMINATION Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99- 4 and amends Executive Order 75-5 and is hereby incorporated into this Contract as if set forth in full herein. During the performance of this contract, Contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be downloaded from the Arizona Memory Project at http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.) 7.16 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If Contractor or any subcontractor employed for the work engages in for-profit activity and has 10 or more employees, Contractor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 7.17 UNIQUE ENTITY IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION The Contractor and all subcontractors or subrecipients shall have a valid Unique Entity Identifier (UEI) number and an active profile in the federal Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP System for Award Management, or SAM.gov. Documentation of the UEI Number must be included in all project files. 7.18 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 7.18.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers, and directors: 7.18.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any Contract or grant by any United States department or agency or any state, or local jurisdiction; 7.18.1.2 have not within a three-year period preceding this contract: 7.18.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; or 7.18.1.2.2 been convicted of violation of any Federal or State antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 7.18.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; 7.18.1.3 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity Contract or other transaction; and 7.18.1.4 have not within a three-year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 7.18.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 7.18.3 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors or sub- subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor or sub- Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP subcontractor, the Contractor shall include the information required by this clause with their bid. 7.19 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 7.19.1 By entering into the contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-Verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at www.uscis.gov. 7.19.2 The County retains the legal right to inspect documents of Contractor and subcontractor employees performing work under this Contract to verify compliance with paragraph 7.19.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 7.20 CONTRACTOR Employee Whistleblower Rights and Requirement To INFORM EMPLOYEES of Whistleblower Rights 7.20.1 The parties agree that this Contract and employees working on this Contract will be subject to the Contractor employee whistleblower protections established by Title 41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation. 7.20.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 7.20.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year 2018). Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP 7.21 CONTRACTOR LICENSE REQUIREMENT The Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any requirements, by any and all governmental or non-governmental entities as mandated to maintain compliance with and remain in good standing. The Contractor shall keep fully informed of existing and future trade or industry requirements, and Federal, State, and local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 7.22 INFLUENCE 7.22.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902. 7.22.2 An attempt to influence includes, but is not limited to: 7.22.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. 7.22.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 7.23 CONFIDENTIAL INFORMATION 7.23.1 Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. 7.23.2 The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the contract. The Contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP 7.23.3 Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 7.24 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the County at the Maricopa County Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting Contract should not be released in response to a public record request, under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 7.25 INTEGRATION This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied. 7.26 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 7.27 GOVERNING LAW This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona. 7.28 SPECIAL TERMS AND CONDITIONS AGREEMENT Special terms and conditions can be found in Exhibit C – SPECIAL TERMS AND CONDITIONS which are incorporated herein and made a part hereof. 7.29 ORDER OF PRECEDENCE If there is any conflict between the terms of this Contract and any exhibit to this Contract, unless otherwise specified, the terms of this Contract shall prevail. 7.30 INCORPORATION OF DOCUMENTS Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP 7.30.1 The following are to be attached to and made part of this Contract: 7.30.1.1 EXHIBIT A – CONTRACTOR INFORMATION 7.30.1.2 EXHIBIT B – STATEMENT OF WORK 7.30.1.2.1 Attachment B1: Project Description 7.30.1.2.2 Attachment B2: Budget 7.30.1.2.3 Attachment B3: Proposed Project Schedule 7.30.1.2.4 Attachment B4: Budget Amendment Request Form 7.30.1.2.5 Attachment B5: HOME Income Limits 7.30.1.3 EXHIBIT C – SPECIAL TERMS AND CONDITIONS 7.30.1.4 EXHIBIT D – ADDITIONAL PROCEDURES/FORMS 7.30.1.4.1 Attachment D1: Affirmative Marketing and Fair Housing Policies and Procedures 7.30.1.4.2 Attachment D2: Occupancy Restrictions and Project Unit Characteristics 7.30.1.4.3 Attachment D3: Request for Reimbursement Procedures 7.30.1.4.4 Attachment D4: Sample Request for Reimbursement Cover Letter 7.30.1.4.5 Attachment D5: Request for Reimbursement Form 7.30.1.4.6 Attachment D6: ARPA Progress Report 7.30.1.5 EXHIBIT E – SECURITY INSTRUMENTS 7.30.1.5.1 Attachment E1: Developer Deed of Trust; Promissory Note 7.31 NOTICES All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Human Services Department Housing and Community Development 234 N. Central Ave., Third Floor, Phoenix, AZ 85004 Attention: Rachel Milne, Assistant Director Phone Number: 602-506-1528 Housing and Community Development Manager Phone Number: 602-506-5813 AND Maricopa County Office of Procurement Services 160 S. 4th Avenue Phoenix, Arizona 85003-1647 For Contractor: Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP Newtown Community Development Corporation 2106 E Apache Blvd, Suite 112 Tempe, AZ 85281 Attention: Stephanie Brewer, Executive Director Phone: 480-517-1589 Email: Stephanie@newtowncdc.org 7.32 INQUIRIES 7.32.1 Administrative telephone/email inquiries shall be addressed to: ELIZABETH KUTTNER, PROCUREMENT OFFICER TELEPHONE: (602) 506-0099 elizabeth.kuttner@maricopa.gov 7.32.2 Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. 7.33 ADMINISTRATIVE CHANGE ORDERS The Chairman of the Board of Supervisors is authorized upon the recommendation of the Human Services Department Director and the County Attorney to make changes within the general scope of the contract on behalf of the County through Administrative Change Orders. Administrative Change shall be approved and fully executed by the Chairman of the Board of Supervisors and the Contractor. Administrative Change Orders may address any of the following areas: 7.33.1 Modifications to the project timeline if the last day of the project timeline is within the Agreement term; 7.33.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 7.33.3 Modifications required by federal, state, or County regulations, ordinances, or policies; and 7.33.4 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by local regulations, policies or requirements. 7.34 FORCED LABOR 7.34.1 The Contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. 7.34.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 7.34.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP 7.34.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 7.34.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 7.34.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180 day period, the agreement terminates on the agreement termination date. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP EXHIBIT A-CONTRACTOR (DEVELOPER) INFORMATION UNIQUE ENTITY ID (SAM.GOV) K5HLK49NLDH8 FEDERAL TAX ID 86-0793043 DUNS # 022225143 COMPANY NAME: Newtown Community Development Corporation DOING BUSINESS AS (dba): Newtown CDC MAILING ADDRESS: 2106 E Apache Blvd Suite 112 REMIT TO ADDRESS: Same TELPHONE NUMBER: 480-517-1589 FAX NUMBER: 480-517-1490 WWW ADDRESS: www.newtowncdc.org REPRESENTATIVE NAME: Stephanie Brewer REPRESENTATIVE TELEPHONE NUMBER: 480-517-1589 stephanie@newtowncdc.org YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 30 0 DAYS Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP EXHIBIT B – STATEMENT OF WORK Attachment B1: Project Description Project Description: The Project as described herein as, Revolving Down Payment Assistance “DPA”, shall utilize ARPA funds to provide down payment assistance to approximately 128 Owners throughout Maricopa County. The DPA will allow Owners the ability to purchase single-family homes for homeownership at an affordable cost. DPA shall be available for Owners earning at or below 120% of area median income “AMI” adjusted by household size. The ARPA funds in the amount of $4,508,592 will be used for this project. DPA funds in the amount of approximately $35,000 or an amount feasible to make the home affordable will be provided to each Owner. In addition to being openly available, the Developer will work collaboratively with their own Community Land Trust program and other non-profits providing affordable housing opportunities to extend the availability of DPA to their clients. The Developer shall execute a Deed of Trust and Promissory Note with the Owner naming the Developer the beneficiary for the direct benefit amount of down payment assistance for a minimum Period of Affordability for 15 years. The Developer shall operate this Project as a revolving fund, tracking recaptured funds and ensuring funds are revolved into additional down payment assistance for affordable housing. At minimum the developer shall provide annual reporting for the Project to the County demonstrating the long-term benefits of the revolving fund. The Developer is a HUD-approved housing counseling agency and has adopted the National Standards for Homeownership Education and Counseling. Certified counselors help clients resolve credit issues, find sources of down payment assistance, and provide assistance throughout the home buying purchase process. Eligible CLT buyers are required to meet with a housing counselor, attend an orientation, and complete a homebuyer education class before they are able to finalize the purchase. Project Eligibility: Property Standards - Housing that is constructed or rehabilitated with ARPA funds must meet all applicable local codes, rehabilitation, and construction standards, ordinances, and zoning ordinances, including Section 504 of the Rehabilitation Act of 1973 and Fair Housing Act, as amended, at the time of project completion. All work shall meet decent, safe, and sanitary housing standards consistent with HOME regulations including HUD Housing Quality Standards and Maricopa County Housing Rehabilitation Standards. These standards are available on the Maricopa County website under Housing & Community Development or upon request. Occupancy Requirements – The Project staff shall determine and verify income eligibility of Owners for the ARPA assisted-units prior to occupancy of a unit. The occupancy of the ARPA- assisted units must be by households whose income is initially at or below 120% AMI (low to moderate income); see Exhibit B, Attachment B5: HOME Income Limits. The Project shall define “Annual Income” as it is defined at 24 C.F.R. Part 92 Additional guidance and resources are outlined in Exhibit D, Attachment D2: Occupancy Restrictions and Project Unit Characteristics. Deliverables Beneficiaries Number of households (units) 128 Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP Number of people (approximate) 300 Use of ARPA Funds - The ARPA funds provided under this Agreement shall be used for the cost detailed in the budget found in Attachment B2. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP EXHIBIT B – STATEMENT OF WORK Attachment B3: Proposed Project Schedule Project Milestones Estimated Completion Date Comments Execute Contract 5/18/22 Start Marketing Campaign 6/1/22 Homeownership Counseling/Program Underwriting 12/30/22 32 Households Homeownership Counseling/Program Underwriting 6/30/2023 32 Households Homeownership Counseling/Program Underwriting 12/30/23 32 Households Homeownership Counseling/Program Underwriting 6/30/24 32 Households Final Closeout/Project Completion 6/20/24 Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP EXHIBIT C – SPECIAL TERMS AND CONDITIONS Funding Completion Date: June 30, 2024 Developer: Newtown Community Development Corporation CFDA ALN Number: CFDA ALN 21.027 American Rescue Plan Act Coronavirus State and Local Fiscal Recovery Funds DUNS UEI Number 022225143 K5HLK49NLDH8 These Special Terms and Conditions are attached to and made part of the Contract - AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES 220166-RFP. 1. The County is the recipient of funds from the United States of America pursuant to the American Rescue Plan Act of 2021 (ARPA). 2. On December 9, 2021, County did solicit proposals from developers seeking to obtain ARPA funds for projects that are to include affordable housing within the County. 3. Developer, in response to said solicitation, did submit a proposal for a project known as Revolving Down Payment Assistance. 4. County has reviewed Developer’s proposal and has determined that said proposal is eligible for funding pursuant to the criteria established by the County. 5. The purpose of these Special Terms and Conditions is to set forth the basis pursuant to which the County will provide to Developer money from the allocation of ARPA funds made available to HSD, and to establish that the failure of Developer to abide by or perform any of these term or condition shall result in the breach of the Contract. 6. The following words and phrases shall have the definitions set forth when used in this Agreement: a. “Claim for reimbursement” means the process and procedures the Developer must use to obtain the disbursal of the funds being provided pursuant to the Contract. b. “Declaration” means a document executed by Developer and recorded in the office of the Maricopa County recorder against the Project Property restricting units, or some of them, in the Project as available only to residents who income qualify for a period that is not shorter than thirty (30) years. c. “Deed of Trust” means a security instrument naming the Developer as the Beneficiary executed by the Owner and recorded in the office of the Maricopa County Recorder that secures the repayment of funds advanced to the beneficiary under certain conditions. d. “Obligations Secured” means the Promissory Note, the Contract and the Deed of Trust to be executed and, as appropriate, recorded in connection with securing the repayment of the funds to Developer under certain conditions set forth in those documents. e. “Owner” means the purchaser from the Developer of a property within the project subject to a Period of Affordability. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP f. “Period of Affordability” means a minimum term of fifteen (15) years, commencing on the date the individual property in the project is sold to Owner. g. “Project” means Alta Vista, as submitted to the County by Developer in response to the solicitation by the County on January 11, 2022. h. “Promissory Note” means a document evidencing the Owner’s promise to repay to the Developer the funds advanced under certain conditions set forth in the document. i. “Work” shall mean the acquisition of the property, the designing of the Project, the obtaining of all necessary permits, approvals and land rights for the Project, the overseeing of management of the Project, and the completion of Project’s individual properties to be sold to Owner who shall reside in the Project. 7. Developer shall complete all Work as described on Exhibit B to the Contract. 8. County will provide funding to Developer, subject to the availability of funds, and all terms and conditions of the Obligations Secured, in the amount of $4,508,592.00, which funding shall be used exclusively for Work. In no event will any funding be provided as reimbursement for monies paid for Work performed prior to the effective date of the Contract. Failure to meet the obligations of the Contract may result in a demand for repayment of the funds. 9. Funding is contingent upon all housing in the Project complying with the affordability requirements, that are further described on Exhibit D to the Contract. Failure to comply with the affordability requirements is a material breach of the Contract and these Special Terms and Conditions, and Developer shall repay the County any and all funds disbursed for any purpose other than funding compliant housing unit(s). 10. Prior to any funds being disbursed, Developer shall deliver to the County a copy of all proposed forms of security instruments that will be required to be executed by prospective Owner of the property within the Project. No funds will be disbursed unless and until the County approves all proposed forms of security instruments. 11. Funds will be disbursed as repayment of costs for Work performed on or after the effective date of the Contract. At the discretion of the Maricopa County Board of Supervisors, this date may be extended, but in no event will this date be extended beyond December 31, 2026, or such other date as may be established by the United States Government. To obtain such repayment costs, Developer shall: a. Submit a claim for reimbursement to hsdfinance@maricopa.gov. The payment procedures and sample forms for a properly executed claim are shown on Exhibit D, attachments D3-D5 of the Contract. b. Submit a request for inspection of the Work performed. c. Not submit a claim for reimbursement until the funds are needed for payment related to Work. d. Submit its initial claim for reimbursement not later than 180 days from the effective date of the Contract. e. Not submit more than one claim for reimbursement in the same calendar month. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP 12. Upon receipt of a claim for reimbursement from the Developer, the County will: a. Review the claim for reimbursement to ensure compliance with applicable requirements pursuant to the Contract. The approval of payment based on a claim for reimbursement is at the County’s discretion. b. Notify the Developer of any deficiencies in the claim for reimbursement and itemize what additional information, if any, is need. c. Conduct, if, in the opinion of the County it is necessary, an inspection of the Project. d. Disburse all funds for which and to the extent of approval of the submitted claim for reimbursement in the manner, amount, increment, and timeframe determined at County’s discretion. 13. Funding is contingent upon the availability of funds. If any action is taken by any State agency, federal department or any other agency or instrumentality to suspend, decrease or terminate its fiscal obligation under, or in connection with the Contract, the County may amend, suspend, decrease or terminate its obligations under or in connection with the Contract. In the event of termination, the County will, subject to the provisions of paragraphs 9, 10, 11, 12, 13 and 15 hereof, disburse funds for Work performed prior to the effective date of the termination. The County will give written notice of the effective date of any suspension, amendment, or termination under this Section at least 10 calendar days in advance. 14. Prior to completion of the Project the total sum of all claims for reimbursement shall not exceed ninety-five percent (95%) of total funding to Developer by the County pursuant to the Contract. Developer shall not submit the final claim for reimbursement unless and until the Project has received the final certificate of occupancy or title transfer to an Owner or other proof of completion satisfactory to Maricopa County, Developer shall submit all claims for reimbursement not later than June 30, 2024, unless extended pursuant to paragraph 14 hereof. 15. The County will not be liable for any contracts entered into by Developer in anticipation of receiving payments under the Contract. 16. Not later than July 30 of each year and continuing until the expiration of the Affordability Period, unless otherwise determined by the Human Services Department but not to exceed a 5-year period per 2 CFR Part 200.330, Developer shall provide to the County: a. Record of any ARPA funds recaptured or proceeds and the projects the funds were applied to. b. Proof recaptured or proceed ARPA funds were used on projects benefiting an income qualified Owner. c. Such other information as, in the sole discretion of the County, is necessary to demonstrate to the County that all requirements with respect to affordability are satisfied. 17. Notwithstanding any reporting obligations set forth herein, Developer shall provide any and all progress reports attached to ARPA funding by the federal government, the State of Arizona and/or the County. Furthermore, until sale or transfer of all of the Project’s properties to qualified Beneficiaries, the Developer shall provide County with progress reports not less frequently than 15 days after the end of each calendar quarter, providing the information required Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP by and on the form attached hereto as Exhibit D, attachment D7. In addition to the obligations set forth herein, Developer shall, simultaneously with the reporting obligation of the receiving entity, provide County with a copy of all reports and filings made with the federal government and/or the State of Arizona and/or any municipality, with respect to the Project. 18. Developer shall comply with any and all federal, state and local statutes, ordinances, resolution, regulations and rules, and any violation of any such law shall be deemed to be a material breach of the Contract. Specifically, Developer shall comply with all applicable provisions of American Rescue Plan Act 2021 and the Coronavirus State and Local Fiscal Recovery Funds. 19. Developer must receive prior written approval from the County for all Project amendments involving changes in the scope of the work, completion dates of project phases, location of approved activities, or budget. 20. The parties shall execute and deliver all such documents and perform all such acts as reasonably may be requested by the other party in order to conduct the activities described herein and to enforce the applicable affordability requirements. 21. Developer shall acknowledge the contribution of the County in all related publications during the Term of the Contract. Developer shall not use the name of Maricopa County in any other manner without prior written consent. Developer shall not use the County of Maricopa logo in any publications, marketing, or any other type of media without prior written authorization. Amendment No. 1 C-73-22-081-X-16 SERIAL 220166-RFP EXHIBIT D- ADDITIONAL PROCEDURES/FORMS Attachment D4: Sample Request for Reimbursement Cover Letter AGENCY LETTERHEAD Date Rachel Milne, Assistant Director Housing and Community Development Manager Maricopa County Human Services Department 234 North Central Avenue Phoenix, AZ 85004 Re: Project Name: Quarterly Report Enclosed _____ Contract Number: ________________ Payment Request Number: _________ Dear _________________: This letter certifies that ( Agency Name )(“Project Name”) has complied with the requirements of the Department of Housing and Urban Development, Maricopa County, the ARPA Program and our agreement for reasonable and necessary costs of construction. The Project additionally certifies the files, including project management documentation files, and financial documentation of expenditures incurred in accordance with the program rules and regulations for eligible costs. Therefore, the Project respectfully requests reimbursement of funds in the amount of $_________________ as established by the attached itemized expenditure invoice, other invoices, current project status report, proof of payment and other supporting documentation. If you have any questions, please contact me at _____________________. Sincerely, Signature: __________________________ Printed Name: _______________________ Title: _______________________________ Enclosures