AMENDMENT #1 FSL HOLDING PROPERTIES.PDF
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Amendment No. 1
C-73-22-081-X-14
SERIAL 220166-RFP
AMENDMENT NO. 1
TO
SERIAL 220166-RFP, AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES
BETWEEN
FSL HOLDING PROPERTIES, LLC
&
MARICOPA COUNTY
WHEREAS, Maricopa County, Arizona (“County”) and FSL HOLDING PROPERTIES, LLC
(“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 FSL Holding Properties, LLC 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 FSL Holding Properties,
LLC, 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 - Update contractor contact information and changed payment terms to net
0
-
Exhibit B1 - Revised language
-
Exhibit B2 - Updated budget
-
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 17: 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
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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.
FSL Holding Properties LLC, an Arizona limited liability company
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
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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 FSL Holding Properties LLC, an
Arizona limited liability 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 six 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: (i) for
indirect benefit, at the time Developer has satisfied the terms of the Developer Deed of
Trust and Promissory Note and the County has provided a full release of the Obligations
Secured; or (ii) for direct benefit, 15 years from the date Developer and Owner execute
Deed of Trust.
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
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Contractor that are required to be provided to the County either by the terms of this
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,
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anyone directly or indirectly employed by them, or anyone for whose acts
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,
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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.
7.2.9.2 Errors and Omissions/Professional Liability Insurance
Errors and Omissions (Professional Liability) insurance which will
insure and provide coverage for errors or omissions or
professional liability of the Contractor, with limits of no less than
$2,000,000 for each claim.
7.2.9.3 Builder’s Risk (Property) Insurance
Contractor shall purchase and maintain, on a replacement cost
basis, Builders’ Risk insurance and, if necessary, Commercial
Umbrella insurance in the amount of the initial Contract amount,
as well as subsequent modifications thereto for the entire work at
the site. Such Builders’ Risk insurance shall be maintained until
final payment has been made or until no person or entity other
than County has an insurable interest in the property required to
be covered, whichever is earlier. This insurance shall include
interests of County, Contractor, and all subcontractors and sub‐
subcontractors in the work during the life of the Contract and
course of construction and shall continue until the work is
completed and accepted by County. For new construction
projects, Contractor agrees to assume full responsibility for loss
or damage to the work being performed and to the structures
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under construction. For renovation construction projects,
Contractor agrees to assume responsibility for loss or damage to
the work being performed at least up to the full Contract amount,
unless otherwise required by the Contract documents or
amendments thereto. Builders’ Risk insurance shall be on a
special form and shall also cover false work and temporary
buildings and shall insure against risk of direct physical loss or
damage from external causes including debris removal, and
demolition occasioned by enforcement of any applicable legal
requirements and shall cover reasonable compensation for
architect’s service and expenses required as a result of such
insured loss and other “soft costs” as required by the contract.
Builders’ Risk insurance must provide coverage from the time any
covered property comes under Contractor’s control and/or
responsibility,
and
continue
without
interruption
during
construction, renovation, or installation, including any time during
which the covered property is being transported to the
construction installation site and while on the construction or
installation site awaiting installation. The policy will provide
coverage while the covered premises or any part thereof are
occupied. Builders’ Risk insurance shall be primary, and any
insurance or self‐insurance maintained by the County is not
contributory. If the Contract requires testing of equipment or other
similar operations, at the option of County, Contractor shall be
responsible for providing property insurance for these exposures
under a Boiler and Machinery insurance policy or the Builders’
Risk Insurance policy.
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
c/o Risk Management
301 W Jefferson St., Suite 910
Phoenix, AZ 85003
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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
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
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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 MC1-372 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
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
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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
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
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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-
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
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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).
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
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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.
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.
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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
7.30.1 The following are to be attached to and made part of this Contract:
7.30.1.1 EXHIBIT A – CONTRACTOR INFORMATION
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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:
FSL Holding Properties, LLC
1201 E. Thomas Rd.,
Phoenix, AZ 85014
Attention: Krista Schwartz
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Phone: 602-285-0505 x 121
Email: kschwartz@fsl.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 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.
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
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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.
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EXHIBIT A - CONTRACTOR (DEVELOPER) INFORMATION
SAM.GOV UNIQUE ENTITY ID
R6MVWQNDW1C6
DUNS #
962626706
FEDERAL TAX ID
02-0605634
FEDERAL TAX ID
02-0605634
COMPANY NAME:
FSL HOLDING PROPERTIES LLC
DOING BUSINESS AS (dba):
MAILING ADDRESS:
1201 E. Thomas Rd., Phoenix, AZ 85014
REMIT TO ADDRESS:
1201 E. Thomas Rd., Phoenix, AZ 85014
TELEPHONE NUMBER:
(602) 285-1800
FAX NUMBER:
(602) 285-0225
WWW ADDRESS:
www.FSL.org
REPRESENTATIVE NAME:
Krista Schwartz
REPRESENTATIVE TELEPHONE NUMBER:
(602) 285-0505 ext. 121
REPRESENTATIVE EMAIL:
kschwartz@fsl.org
YES
NO
REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE
FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
NET 30 0 DAYS
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EXHIBIT B – STATEMENT OF WORK
Attachment B1: Project Description
Project Description:
The Project as described herein as, Casa Del Sol, shall utilize ARPA funds to develop 12
affordable single-family detached homes in a 16-lot subdivision. The Project is located at
approximately 439 W Palm Drive, Wickenburg, Arizona on a 2.9-acre site.
The ARPA funds in the amount of $480,000 will be for this project. $300,000 shall be used for an
indirect benefit of infrastructure and construction costs and $180,000 shall be used as a direct
benefit providing 12 owners with $15,000 of down payment assistance. In addition to ARPA funds,
the Developer also has Maricopa County HOME funds and Affordable Housing Program funds
from Federal Home Loan Bank. The project shall serve nine Owner’s whose households earn at
or below 80% area median income (AMI) and three whose household income is at or below 65%
AMI.
The Developer shall market two floor plans with three elevation options each. The largest plan is
1,600 sq. ft. and features five bedrooms, two baths, and a two-car garage. The smallest plan is
1,375 sq. ft. and includes three bedrooms plus a small flex space, two full bathrooms, and a one-
car garage. Acknowledging the work-from-home trend, the flex space is smaller than a traditional
bedroom, but large enough to accommodate most home office needs. Centrally located within the
home, it is also an ideal space for a variety of functions which may change over time depending
upon the household’s needs. Possible uses include a nursery, a playroom, a media room, a small
guest suite with space for a twin-sized day bed, or a craft room.
Both plans shall incorporate a number of Universal Design features, such as zero-step entries,
36” wide interior doors, and lever-style door hardware and plumbing fixtures. The homes will also
be energy-efficient and built to the Gold level of the National Association of Homebuilders (NAHB)
National Green Building Standard (NGBS).
The Developer shall contract with Newtown CDC, a HUD-approved housing counseling agency,
who shall provide one-on-one housing counseling and an online homebuyer education class.
Newtown shall also collect income documentation from potential buyers and verify that the
households meet all program criteria before issuing an eligibility letter. Developer shall only
execute purchase contracts with households who have been issued an eligibility letter by
Newtown CDC.
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 80% 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.
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Deliverables
Beneficiaries
Number of households (units)
12
Number of people (approximate)
36
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.
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EXHIBIT B – STATEMENT OF WORK
Attachment B2: Budget
FUND SOURCES
Sources
Total
Maricopa County HOME fund
Soft Loan
$288,000
AHP/Federal Home Loan Bank
Soft Loan
$300,000
Wellik Foundation Grant
Grant
$45,000
Homebuyer Down Payments
Revenue
$58,500
Construction Loan
Loan
$3,377,625
MCHSD ARPA Funds
Grant/soft loan
$480,000
Total
$4,549,125
BUDGET SUMMARY
Name of Activity: Casa del Sol
ARPA Funds
Additional Sources TOTAL COST
Acquisition Costs
Land
$ -
$ 232,500
$ 232,500
Building Acquisition
$
$ -
$ -
Other: taxes, title, recording
$
$ 1,681
$ 1,681
General Development Costs
Construction Hard Costs- Residential
$300,000
$ 1,846,500
$ 2,146,500
Construction Costs- Nonresidential
$ -
$ 458,000
$458,000
Contractor
OH,
Profit,
and
Gen.
Conditions
$ -
$ 371,601
$371,601
Hard Costs Contingency
$ -
$ 172,838
$172,838
Environmental-
inspection
and
remediation
$ -
$ -
Demolition
$ -
$ -
$ -
Site Planning
$ -
$ -
$ -
Architect Fees
$ -
$ 24,450
$ 24,450
Engineering Fees
$ -
$ 33,300
$ 33,300
Survey, Permit, Tests
$ -
$ 65,550
$ 65,550
Legal Fees
$ -
$ 7,500
$ 7,500
Other Professional Fees
$ -
$ -
Accounting and Cost Certification
$ -
$ 5,000
$ 5,000
Title and Recording
$ -
$ 14,400
$ 14,400
Market Study/Appraisal
$ -
$ 6,250
$ 6,250
Real Estate Taxes
$ -
$ 1,658
$ 1,658
Insurance
$ -
$ 48,000
$ 48,000
Construction Period Interest
$ -
$ 87,000
$ 87,000
Construction Financing Fees
$ -
$ 26,000
$ 26,000
Marketing Expense
$ -
$ 12,000
$ 12,000
Warranty Reserves
$ -
$ 6,000
$ 6,000
Soft Cost Contingency
$ -
$ 4,230
$ 4,230
Other: Real Estate Sales Commissions
$ -
$ 164,400
$164,400
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Developer’s Fee
Developer’s Fee
$ -
$ 475,000
$475,000
Homeownership Counseling
Counseling fee
$-
, $ 5,268
$, 5,268
Program Administration Costs*
Program Management Services
$ -
$ -
$ -
Staff
$ -
$ -
$ -
Supportive Services
Down Payment / Closing Cost Assistance $ 180,000
$ -
$180,000
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
TOTALS $ 480,000
$ 4,069,125
$ 4,549,125
FUND SOURCES
Sources
Total
MCHSD ARPA Funds
Grant/soft loan
$480,000
Total
$480,000
BUDGET SUMMARY
Name of Activity: Casa del Sol
ARPA Funds
General Development Costs
Construction Hard Costs- Residential
$300,000
Supportive Services
Down
Payment
/
Closing
Cost
Assistance
$ 180,000
TOTALS $ 480,000
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EXHIBIT B – STATEMENT OF WORK
Attachment B3: Proposed Project Schedule
Project Milestones
Estimated
Completion Date
Comments
Construction Documents (standard
plans)
6/15/22
Town approval of Construction
Documents
7/15/22
Public Bid Phase
8/15/22
Select General Contractor
8/31/22
Begin Construction
9/15/22
Form HOA
9/30/22
Public Report (AZ Dept. of Real Estate)
10/14/22
Begin Accepting Sales Contracts
10/29/22
Finish Construction of Last Home
12/30/23
Last Home Sale
2/28/24
Project Close Out
3/30/24
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EXHIBIT C – SPECIAL TERMS AND CONDITIONS
Funding Completion Date:
June 30, 2024
Developer:
FSL Holding Properties, LLC
CFDA ALN Number:
CFDA ALN 21.027 American Rescue Plan Act Coronavirus State
and Local Fiscal Recovery Funds
DUNS UEI Number:
962626706 R6MVWQNDW1C6
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 Casa Del Sol.
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 (i) when an indirect benefit is provided, a security instrument
naming Maricopa County the Beneficiary executed by Developer and recorded in
the office of the Maricopa County Recorder that secures the repayment of the
funds advanced to the Developer under certain conditions set forth in the
document; or (ii) when a direct benefit is provided, 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. “Direct Benefit” means funding provided to the Owner to assist in making the
property affordable or when the Developer reduces the sale price of the property
based on the funding provided for construction or infrastructure.
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e. “Indirect Benefit” means funding provided for construction or infrastructure which
benefits the Developer enabling them to create the affordable housing.
f. “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.
g. “Owner” means the purchaser from the Developer of a property within the project
subject to a Period of Affordability.
h. “Period of Affordability” means (i) when a direct benefit is provided, a term of fifteen
(15) years, commencing on the date the individual property in the project is sold to
Owner; or (ii) when an indirect benefit is provided, the term defined in the
Promissory Note and Deed of Trust.
i.
“Project” means Casa Del Sol, as submitted to the County by Developer in
response to the solicitation by the County on January 11, 2022.
j.
“Promissory Note” means (i) when an indirect benefit is provided, a document
evidencing Developer’s promise to repay to Maricopa County the funds advanced
under certain conditions set forth in the document; or (ii) when a direct benefit is
provided, a document evidencing the Owner’s promise to repay to the Developer
the funds advanced under certain conditions set forth in the document.
k. “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 $480,000, 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.
Prior to any funds being disbursed when an indirect benefit is provided, Developer
shall deliver to the County a fully authorized and executed Deed of Trust, which documents shall
be recorded in the Maricopa County Recorder’s Office, to attach to the Project. The forms for such
documents are attached to the Contract as Exhibit E, attachment E1. In no event shall said Deed
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of Trust be removed of record or modified in any manner without the prior written consent of the
County.
12.
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.
13.
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.
14.
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.
15.
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.
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16.
The County will not be liable for any contracts entered into by Developer in
anticipation of receiving payments under the Contract.
17.
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.
18.
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
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.
19.
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.
20.
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.
21.
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.
22.
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.
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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
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: _______________________________
Enclosure