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UMOM Housing 9, LLC
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CONTRACT
BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
UMOM HOUSING 9, LLC
Contract Number:
Contract Amount: $6,000,000
Contract Start Date: May 24, 2023
Contract Termination Date: February 28, 2025
ALN Number: 21.027 American Rescue Plan Act – Coronavirus State and Local Fiscal Recovery
Funds
UEI: JA8ARVCTUWL4
1.0
PARTIES
This financial Contract (“Contract” or “Agreement”) is between Maricopa County,
administered by its Human Services Department (“County”), a political subdivision of the
State of Arizona, and UMOM Housing 9, LLC, Arizona limited liability company
(“Contractor” or “Developer”). The County and the Contractor are collectively referred to
here as the “Parties” and individually as a “Party.”
2.0
PURPOSE
The purpose of the Contract is for the Contractor to expand housing availability by
constructing a 96-unit rental housing community to be located at 3101 W. McDowell Rd.,
Phoenix, AZ 85009 (the “Property”). The County shall provide the Contractor with
$6,000,000 in American Rescue Plan Act – Coronavirus State and Local Fiscal Recovery
Funds (“ARPA”) under Assistance Listing Number (“ALN”) 21.027 provided to the County
by the U. S. Treasury.
3.0
CONTRACT TERM
This Contract is for a term listed above; however, all applicable terms and conditions of
this Contract, and any Exhibits hereto, shall remain valid for the entire Period of
Affordability as defined in Exhibit C, Special Terms and Conditions, attached hereto, and
made a part hereof.
4.0
OPTION TO RENEW
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The County may, with the concurrence of the Contractor, renew the term of this Contract
up to a maximum of one year and ten months. The Contractor shall be notified in writing
by the County of the County’s intention to renew the Contract term at least 60 calendar
days prior to the expiration of the original Contract term. Any requests to extend the
Agreement term shall be made through an Amendment as identified in paragraph 8.10.
5.0
SPECIAL TERMS AND CONDITIONS TERM
Special Terms and Conditions (Exhibit C) Developer’s Contract Termination Date: 20
years from the date of issue of Certificate of Occupancy.
6.0
AVAILABILITY OF FUNDS
6.1
The provisions of this Contract relating exclusively for Work 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. 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.
6.2
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.
7.0
DUTIES
The Contractor shall perform all duties stated in Exhibit B – Statement of Work, or as
amended through a formal amendment or Administrative Change order listed in this
Agreement.
8.0
TERMS AND CONDITIONS
8.1
EMPLOYMENT DISCLAIMER
8.1.1 This Agreement is not intended to constitute, create, give rise to, or
otherwise recognize a joint venture agreement, partnership, or other formal
business association or organization of any kind, and the rights and
obligations of the Parties shall be only those expressly set forth in this
Agreement.
8.1.2 The Contractor agrees that no individual performing under this Agreement
on behalf of the Contractor may be considered a County agent, employee,
or representative and that no rights of County civil service, County
retirement, or County personnel rules shall accrue or apply to any such
individual. The Contractor shall have total responsibility for all salaries,
wages, bonuses, retirement, withholdings, workers’ compensation,
occupational disease compensation, unemployment compensation, other
employee benefits, and all taxes and premiums appurtenant thereto
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concerning such individuals shall indemnify, defend and hold harmless the
County with respect to the foregoing.
8.1.3 The County agrees that no individual performing under this Agreement on
behalf of County may be considered a Contractor agent, employee, or
representative and that no rights of Contractor civil service, Contractor
retirement, or Contractor personnel rules shall accrue or apply to any such
individual. The County shall have total responsibility for all salaries, wages,
bonuses, retirement, withholdings, workers’ compensation, occupational
disease compensation, unemployment compensation, other employee
benefits, and all taxes and premiums appurtenant thereto concerning such
individuals and the County shall indemnify, defend and hold harmless the
Contractor with respect to the foregoing.
8.2
GENERAL REQUIREMENTS
8.2.1 The terms of this Agreement shall be construed in accordance with Arizona
law and the applicable laws and regulations of the American Rescue Plan
Act. Any lawsuit arising out of this Agreement shall be brought in the
appropriate court in Maricopa County, Arizona.
8.2.2 The Contractor shall, without limitation, obtain and maintain all licenses,
permits and authority necessary to do business, render services and
perform work under this Agreement, and shall comply with all laws
regarding unemployment insurance, disability insurance and worker's
compensation.
8.2.3 Each Party is an independent contractor in the performance of work and
the provision under this Agreement and is not to be considered an officer,
employee, or agent of the other Party.
8.2.4 The Contractor shall comply with the regulations prohibiting a conflict of
interest. The Contractor shall not make any payments, either directly or
indirectly, to any person, partnership, corporation, trust, or other
organization that has a substantial interest in Contractor's organization or
with which the Contractor (or any of its directors, officers, owners, trust
certificate holders, or a relative thereof) has a substantial interest, unless
the Contractor has made full written disclosure of the proposed payments
to the County and has received written approval for the payments.
8.2.5 For purposes of this provision, the terms "substantial interest" and "relative"
shall have the meanings prescribed by A.R.S. § 38-502.
8.3
INDEMNIFICATION
8.3.1 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, its agents, representatives, officers, directors,
officials, and employees from and against all claims, damages, losses, and
expenses (including, but not limited to reasonable attorneys' fees, court
costs, expert witness fees, and the costs and attorneys' fees for appellate
proceedings) arising out of the negligent acts, errors, omissions, of the
Contractor, its agents, representatives, employees, or subcontractors
relating to the performance of this Contract.
8.3.2 Contractor's duty to defend, indemnify, and hold harmless the County, its
agents, representatives, officers, directors, officials, and employees shall
UMOM Housing 9, LLC
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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 or omissions, 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 they may be liable,
regardless of whether or not such claim, damage, loss, or expense is
caused in part by a party indemnified hereunder.
8.3.3 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.
8.3.4 Notwithstanding the foregoing to the contrary, Contractor is not liable for
the negligence or willful misconduct of County or any of the indemnitee.
8.4
LIMITATION ON LIABILITY
8.4.1 The County and its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, and
commissions shall not be liable for any act or omission by the Contractor
or any and all of its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, or
commissions occurring in the performance of this Agreement, nor shall the
County and its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, and
commissions be liable for purchases or contracts made by the Contractor
or any and all of its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, or
commissions in connection with this Agreement.
8.4.2 The Contractor and its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, and
commissions shall not be liable for any act or omission by the County or
any and all of its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, or
commissions occurring in the performance of this Agreement, nor shall the
Contractor and its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, and
commissions be liable for purchases or contracts made by the County or
any and all of its agents, representatives, officials, officers, directors,
employees, volunteers, departments, agencies, boards, committees, or
commissions in connection with this Agreement.
8.5
INSURANCE
8.5.1 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.
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8.5.2 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.
8.5.3 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 will be
maintained, or an extended discovery period will be exercised for a period
of two years beginning at the time work under this Contract is completed.
8.5.4 Contractor’s insurance shall be primary insurance as respects County, and
any insurance or self-insurance maintained by County shall not contribute
to it.
8.5.5 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.
8.5.6 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.
8.5.7 The insurance policies required by this contract, except Workers’
Compensation and Errors and Omissions, shall name County, its agents,
representatives, officers, directors, officials, and employees as additional
insureds or additional loss payees as applicable.
8.5.8 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.
8.5.9 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.
8.5.10 Commercial General Liability
8.5.10.1
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.
8.5.11 Errors and Omissions/Professional Liability Insurance
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8.5.11.1
Errors and Omissions (Professional Liability) insurance
which will insure and provide coverage for errors or omissions, or
professional liability of the architect engaged by the Contractor for
the Project, with limits of no less than $2,000,000 for each claim.
8.5.12 Builder’s Risk (Property) Insurance
8.5.12.1
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 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 will be responsible for providing
property insurance for these exposures under a Boiler and
Machinery insurance policy or the Builders’ Risk Insurance policy.
8.5.13 Certificates of Insurance
8.5.13.1
Within ten (10) calendar days following the closing of
construction financing for the Project. the 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
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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.
8.5.14 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.
8.5.15 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.
8.5.16 Certificate holder shall be identified as:
Maricopa County
c/o Risk Management
301 W Jefferson St., Suite 910
Phoenix, AZ 85003
8.5.17 Cancellation and Expiration Notice
8.5.17.1
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 ten 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 Human Services
Department and shall be mailed, or hand delivered to 234 N.
Central Avenue, Phoenix, AZ 85004, or emailed to the Human
Services representative noted in the Contract.
8.6
TERMINATION
Under A.R.S. § 38-511, the County may terminate this Contract at any time by
giving the Contractor at least sixty (60) calendar days prior notice in writing (unless
terminated by the County under the Availability of Funds provision). The notice
shall be given to the persons listed in this Contract.
8.7
TERMINATION FOR DEFAULT
8.7.1 Neither party shall place the other party in default unless and until the non-
defaulting party shall provide written notice of breach to the defaulting party
and a period of 30 days shall have expired without the defaulting party
having cured the alleged breach or, in the event such cure shall require in
excess of 30 days, the defaulting party having not commenced the cure of
the alleged breach. Nothing contained herein shall preclude the Parties
from agreeing to provide additional time for the cure of any alleged breach.
8.7.2 The County may, by written Notice of Default to the Contractor, terminate
this Contract in whole or in part if the Contractor fails to:
8.7.2.1 perform the services within the time specified in this Contract or any
extension;
8.7.2.2 make progress, so as to endanger performance of this contract; or
8.7.2.3 perform any of the other provisions of this contract.
8.7.3 The County’s right to terminate this Contract under these subparagraphs
may be exercised if the Contractor does not cure such failure after receipt
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of a Notice to Cure from the County specifying the failure and time frame
allowed in which to remedy.
8.7.4 The Members of Borrower shall have the right, but not the obligation to cure
a default on behalf of Borrower.
8.8
PERFORMANCE
It shall be the Contractor’s responsibility to meet the Contract performance
requirements.
8.9
ASSIGNMENT
The Contractor may not assign this Contract without the written consent of the
County, which shall not be withheld, delayed or conditioned unreasonably. All
correspondence authorizing assignment must reference the Contract number and
identify the job or project.
8.10
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.
8.11
ADMINISTRATIVE CHANGE ORDERS
8.11.1 The Chairman of the Board of Supervisors is authorized upon the
recommendation of the Human Services Department Director and Legal
Counsel 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’s
authorized
representative.
Administrative Change Orders are limited to any of the following areas:
8.11.1.1
Modifications to the project timeline if the last day of the
project timeline is within the Contract term;
8.11.1.2
Modifications to Budget line items if the Contract Amount
remains unchanged;
8.11.1.3
Modifications required by federal, state, or County
regulations, ordinances, or policies; and
8.11.1.4
Modifications to Administrative requirements such as
changes in reporting periods, frequency of reports, or report formats
required by federal, state or local regulations, policies or
requirements.
8.11.2 It is the responsibility of the Contractor to ensure the latest documents are
consulted and followed.
8.12
RIGHTS IN DATA
8.12.1 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.
8.13
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT
AND/OR OTHER REVIEW
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8.13.1 The Contractor shall 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 County shall have full access to
and the right to examine, copy, and make use of, any and all said materials.
8.13.2 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 the County for the expenses not so
adequately supported and documented.
8.14
AUDIT REQUIREMENTS
In accordance with A.R.S. § 11-624, the Contractor shall, at its own expense, file
with the County by March 31st of each Agreement year, either:
8.14.1 Audited financial statements prepared in accordance with federal single
audit requirements; or
8.14.2 Financial statements prepared in accordance with generally accepted
accounting principles audited by an independent certified public
accountant; or
8.14.3 A Comprehensive Annual Financial Report, prepared in accordance with
generally accepted accounting principles audited by an independent
certified public accountant.
8.15
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
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.
8.16
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.
8.17
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.
8.18
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.
8.19
EQUAL EMPLOYMENT OPPORTUNITY
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8.19.1 The Contractor shall not discriminate against any employee or applicant for
employment because of race, age, disability, color, religion, sex, sexual
identity, gender identity, or national origin.
8.19.2 The Contractor shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without
regard to their race, age, disability, color, religion, sex sexual identity,
gender identity, or national origin. Such action shall include, but is not
limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, lay-off or termination, rates of pay
or other forms of compensation, and selection for training, including
apprenticeship.
8.19.3 The Contractor shall and shall cause their respective Subcontractors to
comply with:
8.19.3.1
Title VI and VII of the Civil Rights Act of 1964, as amended
(42 U.S.C. §§ 2000a, et seq.);
8.19.3.2
the Rehabilitation Act of 1973, as amended (29 U.S.C. §§
701, et seq.);
8.19.3.3
the Age Discrimination in Employment Act of 1967, as
amended (29 U.S.C. §§ 621, et seq.);
8.19.3.4
the Americans With Disabilities Act of 1990 (42 U.S.C. §§
12101, et seq.); and
8.19.3.5
Arizona Executive Order 2009-09, et seq. as amended,
which mandates that all persons shall have equal access to
employment opportunities.
8.20
MINIMUM WAGE REQUIREMENTS
The Contractor warrants that it shall pay all of its employees who are engaged in
either performing work or providing services under the terms of this Contract not
less than the minimum wage specified under Section 206(a)(1) of the Fair Labor
Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.), by law and
regulation, and, as applicable, Executive Order 13658, as amended, and as
specified by Arizona law.
8.21
NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS
The Contractor, in connection with any services or other activities under this
Contract, shall not in any way discriminate against any person on the grounds of
race, color, religion, sex, national origin, age, disability, political affiliation or belief.
The Contractor shall include this clause in all its Subcontracts.
8.22
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 the website listed below:
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
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8.23
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.
8.24
UNIQUE
ENTITY
IDENTIFIER
(UEI)
AND
SYSTEM
FOR
AWARD
MANAGEMENT REGISTRATION
The Contractor and all subcontractors 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.
8.25
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
8.25.1 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:
8.25.1.1
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;
8.25.1.2
have not within a three-year period preceding this contract:
8.25.1.2.1 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
8.25.1.2.2 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;
8.25.1.2.3 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;
8.25.1.2.4 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
8.25.1.2.5 have not within a three-year period preceding this
Contract had any public transaction (Federal, State or
local) terminated for cause or default.
8.25.1.3
If any of the above circumstances described in the
paragraph are applicable to the entity an explanation of the matter
including any final resolution must be provided to the County.
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8.25.1.4
The Contractor shall include, without modification, this
clause in all lower tier covered transactions (i.e., transactions with
Subcontractors) and in all solicitations for lower tier covered
transactions related to this Contract.
8.26
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND
FEDERAL IMMIGRATION LAWS AND REGULATIONS
8.26.1 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 County 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.
8.26.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this Contract to verify
compliance with paragraph 8.26.1 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.
8.27
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT
TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
8.27.1 The Contractor agrees that 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.
8.27.2 The 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.
8.27.3 Contractor shall insert the substance of this clause, including this
paragraph, in all subcontracts over the simplified acquisition threshold
($250,000 as of June 2021).
UMOM Housing 9, LLC
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8.28
UYGHUR FORCED LABOR PREVENTION ACT (UFLPA)
8.28.1 The Contractor warrants and certifies that it does not currently, and agrees
for the duration of the contract that it will not, use:
8.28.1.1
The forced labor of ethnic Uyghurs in the People's Republic
of China.
9.23.1.1
Any goods or services produced by the forced labor of
ethnic Uyghurs in the People's Republic of China.
9.23.1.2
contractors, subcontractors or suppliers that use the forced
labor or any goods or services produced by the forced labor of
ethnic Uyghurs in the People's Republic of China.
9.23.2 If the Contractor becomes aware during the term of the Contract that the
Company is not in compliance with this paragraph, the Contractor shall
notify the County within five business days after becoming aware of the
noncompliance. Failure of the Contractor to provide a written certification
that the Contractor has remedied the noncompliance within one hundred
eighty (180) days after notifying the public entity of its noncompliance, this
Agreement shall terminate unless the Term of this Agreement shall end
prior to said one hundred eighty (180) day period.
8.29
FORCE MAJEURE
8.29.1 Neither Party shall be liable for failure of performance, nor incur any liability
to the other Party on account of any loss or damage resulting from any
delay or failure to perform all or any part of this Agreement if such delay or
failure is caused by events, occurrences, or causes beyond the reasonable
control and without negligence of the Parties. Such events, occurrences,
or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane, or other natural disaster), war, invasion, act of foreign
enemies, hostilities (whether war is declared or not), civil war, riots,
rebellion, revolution, insurrection, military or usurped power or confiscation,
terrorist activities, nationalization, government sanction, lockout, blockage,
embargo, labor dispute, strike, pandemic, and interruption or failure of
electricity or telecommunication service.
8.29.2 Each Party, as applicable, shall give the other Party notice of its inability to
perform and particulars in reasonable detail of the cause of the inability.
Each party must use best efforts to remedy the situation and remove, as
soon as practicable, the cause of its inability to perform or comply.
8.29.3 The Party asserting Force Majeure as a cause for non-performance shall
have the burden of proving that reasonable steps were taken to minimize
delay or damages caused by foreseeable events, all non-excused
obligations were substantially fulfilled, and the other Party was timely
notified of the likelihood or actual occurrence that would justify such an
assertion, so that other prudent precautions could be contemplated.
8.30
CLEAN AIR ACT
The Contractor agrees to comply with all regulations, standards and orders issued
pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.),
to the extent any are applicable by reason of performance of this Agreement.
8.31
LOBBYING
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8.31.1 No federal appropriated funds have been paid or will be paid by or on behalf
of the Contractor to any person for influencing or attempting to influence an
officer or employee of any agency, a member of Congress, an officer or
employee of Congress, or an employee of a member of Congress in
connection with the awarding of any federal agreement, the making of any
federal grant, the making of any federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any federal agreement, grant, loan, or
cooperative agreement.
8.31.2 If any funds, other than federal appropriated funds, have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a member of Congress, an officer or employee
of Congress, or an employee of a member of Congress in connection with
any federal agreement, grant, loan or cooperative agreement, then the
Contractor shall complete and submit OMB Form-LLL, titled "Disclosure of
Lobbying Activities," in accordance with its instructions and 31 U.S.C. §
1352.
8.32
RELIGIOUS ACTIVITIES
The Contractor warrants that none of its costs and none of the costs incurred by
the Contractor or any of its Subcontractors will include any expense related to any
religious activities.
8.33
DRUG FREE WORKPLACE ACT
The Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C.
§§ 701, et seq.), which requires that Contractor and grantees of federal funds must
certify that they will provide Drug-Free workplaces. This certification is a
precondition to receiving a grant or entering into this Agreement.
8.34
POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County or
the Contractor or any Subcontractor under this Contract shall be used for any
partisan political activity, or to further the election or defeat of any candidate for
public office.
8.35
COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no persons or entities have been employed or
retained by it to solicit or secure this Contract upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee. For breach or violation
of this warranty, the County may immediately terminate this Agreement without
liability.
8.36
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
UMOM Housing 9, LLC
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Contract and shall comply with the same. The Contractor shall immediately notify
the County of any and all changes concerning permits, insurance, or licenses.
8.37
CONFIDENTIAL INFORMATION
8.37.1 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.
8.37.2 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.
8.37.3 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.
8.38
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.
8.39
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.
8.40
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.
8.41
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.
8.42
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.
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8.43
INCORPORATION OF DOCUMENTS
8.43.1 The following are to be attached to and made part of this Contract:
8.43.1.1
EXHIBIT A – CONTRACTOR INFORMATION
8.43.1.2
EXHIBIT B – STATEMENT OF WORK
8.43.1.2.1 Attachment B1: Project Description
8.43.1.2.2 Attachment B2: Budget
8.43.1.2.3 Attachment B3: Proposed Project Schedule
8.43.1.2.4 Attachment B4: Income and Rent Limits
8.43.1.2.5 Attachment B5: Utility Allowances
8.43.1.3
EXHIBIT C – SPECIAL TERMS AND CONDITIONS
8.43.1.4
EXHIBIT D – ADDITIONAL PROCEDURES/FORMS
8.43.1.4.1 Attachment D1: Affirmative Marketing and Fair Housing
Policies and Procedures
8.43.1.4.2 Attachment D2: Occupancy Restrictions and Project
Unit Characteristics
8.43.1.4.3 Attachment D3: Prohibited Lease Provisions
8.43.1.4.4 Attachment
D4:
Request
for
Reimbursement
Procedures
8.43.1.4.5 Attachment D5: Sample Request for Reimbursement
Cover Letter
8.43.1.4.6 Attachment D6: Request for Reimbursement Form
8.43.1.4.7 Attachment D7: ARPA Progress Report
8.43.1.4.8 Attachment D8: Annual Rental Compliance Report
8.43.1.5
EXHIBIT E – SECURITY INSTRUMENTS
8.43.1.5.1 Attachment E1: Sample Declaration of Affirmative Land
Use; Deed of Trust; Promissory Note; Subordination
Agreement
8.44
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: Housing and Community Development Manager
Phone Number: 602-506-5813
For Contractor:
UMOM Housing 9 LLC
Address: 3333 E Van Buren Street, Phoenix, AZ 85008
Attention: Brandy Hotchkiss
Phone: 480-323-6088
Email: brandy@leavittconsultants.com
With a copy to the Bond Trustee:
U.S. Bank Trust Company, National Association
60 Livingston Ave, 3rd Floor
UMOM Housing 9, LLC
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St. Paul, Minnesota 55107
Attention:
E-mail:
8.45
INQUIRIES
Administrative telephone/email inquiries shall be addressed to:
Carson Folk, Affordable Housing Development Coordinator
Telephone: (602) 372-1526
Carson.folk@maricopa.gov
Inquiries may be made by telephone but must be followed up in writing. No oral
communication is binding.
8.46
SUBORDINATION
This Contract, the Deed of Trust and the Note are subject that certain
Subordination Agreement (as such may be amended, modified or supplemented
from time to time.
[Signatures contained on the following page]
UMOM Housing 9, LLC
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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
UMOM HOUSING 9, LLC, AN ARIZONA LIMITED LIABILITY COMPANY
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CLINT HICKMAN, CHAIRMAN,
DATE
BOARD OF SUPERVISORS
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
UMOM Housing 9, LLC
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EXHIBIT A-CONTRACTOR INFORMATION
FEDERAL TAX ID #
87-4262497
COMPANY NAME:
UMOM Housing 9 LLC
DOING BUSINESS AS (dba):
MAILING ADDRESS:
3333 E Van Buren Street, Phoenix, AZ 85008
REMIT TO ADDRESS:
3333 E Van Buren Street, Phoenix, AZ 85008
TELEPHONE NUMBER:
480-323-6088
REPRESENTATIVE NAME:
Brandy Hotchkiss
REPRESENTATIVE TELEPHONE
NUMBER:
480-323-6088
REPRESENTATIVE EMAIL ADDRESS
brandy@leavittconsultants.com
Payment Terms Net 0
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EXHIBIT B – STATEMENT OF WORK
Attachment B1: Project Description
Project Description:
The Project as described herein, Bret Tarver Terrace, shall utilize ARPA funds to construct a 96-
unit affordable rental housing community. The Project is located at 3101 W. McDowell Rd.,
Phoenix, AZ 85009 (the “Property”), on approximately 3.42 acres of land. Bret Tarver Terrace
shall consist of: thirty-two (32) one-bedroom units, thirty-two (32) two-bedroom units, and thirty-
two (32) three-bedroom units.
ARPA funds as well as 4% Low Income Housing Tax Credits (“LIHTC”), Tax Exempt Bonds from
Phoenix IDA, and the bonds will be purchased through a private placement execution.
ARPA funds in the amount of $6,000,000 are being sought to offset the eligible acquisition, hard
construction cost and site planning including Architectural and Engineering fees. All 96 Project
units shall be affordable housing units with rent and income restrictions set aside to serve
households earning at or below 60% of Maricopa County’s Area Median Income (AMI). The
income restrictions on the Project must be maintained during the entire 20-year Period of
Affordability. The APRA funds shall be used to construct six (6) ARPA-assisted “floating” units at
the Property (ARPA-assisted units”). During the twenty (20) year Period of Affordability (as
defined in the Agreement), the six (6) ARPA-assisted floating units shall consist of; (a) three (3)
two-bedroom units; and (b) three (3) three-bedroom units. The term “floating” in this Agreement
shall be defined as set forth in 24 C.F.R. § 92.252(j). The income restrictions on the ARPA-
assisted units must be maintained during the entire Period of Affordability.
The property will include the following amenities: range, refrigerator, dishwasher, disposal, kitchen
exhaust fans, microwave, air conditioning, window coverings, washer and dryer hookups, washer
and dryer appliances, wifi, community room, security cameras, BBQ area, a computer lab, fitness
center, community kitchen, tot lot/playground, and carport spaces. The property will be highly
energy efficient.
The square footage for each unit type is approximately 735 square feet in one-bedrooms units,
950 square feet in two-bedroom units and 1,240 square feet in three-bedroom units.
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 Section 42 of the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations promulgated thereunder (the “LIHTC Regulations”), 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
tenants 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 at or below 60% of area median gross
UMOM Housing 9, LLC
Page 21 of 64
income (“AMI”) (very low income) throughout the Period of Affordability; see Exhibit B,
Attachment B5: Income and Rent Limits. The Project shall define “Gross Income” as it is
defined in the LIHTC Regulations and shall document sources of income and examine eligibility
on an annual basis in order to meet requirements of the LIHTC regulations. Additional guidance
and resources are outlined in Exhibit D, Attachment D2: Occupancy Restrictions and Project
Unit Characteristics.
Rental Requirements - The ARPA-assisted units shall be rent restricted such that the gross rent
with respect to such units does not exceed 30 percent of the imputed income limitation that would
be applicable to such unit as provided by Section 42(g)(2) of the Code based on qualified
occupancy by households whose income is at or below 60% AMI in accordance with LIHTC
Regulations (“60% AMI LIHTC Rents”),, as outlined in Exhibit B, Attachment B5: Income and
Rent Limits. Utility Allowances are outlined in Exhibit B, Attachment B6: Utility Allowances.
The 60% AMI LIHTC Rents are the maximum rent allowed for a ARPA-assisted unit; the maximum
rent amount includes the utility allowance. Any increase in these rent limits must be approved by
HUD and the State of Arizona Department of Housing. The Contractor shall provide to the County
a written request for the increase in rent limits and supporting documentation for the justification
of this request.
Period of Affordability – The Contractor shall ensure all housing assisted under this Agreement
meets the affordability requirements of Section 42(g) of the Code, and all ARPA-assisted units
shall satisfy the Occupancy and Rental Requirements stated above for a period of not less than
20 years following placement in service of the Project, as evidenced by issuance of a certificate
of occupancy by the County and/or other applicable permitting authority with jurisdiction over the
Project.
Deliverables
Beneficiaries
Number of households (units)
6
Number of people (approximate)
18
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 ARPA Funds
$6,000,000
Total
$6,000,000
BUDGET SUMMARY
Name of Activity: Bret Traver Terrace
ARPA Funds
Total
Hard construction costs-residential
$6,000,000
$6,000,000
TOTAL
$6,000,000
The funding being provided pursuant to this Agreement shall be spent on Construction Hard
Costs, residential only. In the event Contractor seeks to expend funds for other than Construction
Hard Costs residential, Contractor shall obtain prior written approval from the County before
expending any funds for such item. None of the funds provided pursuant to this Agreement may
be expended for anything that does not meet ARPA eligibility requirements. The County shall not
reimburse any funds expended that do not meet ARPA eligibility requirements.
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EXHIBIT B – STATEMENT OF WORK
Attachment B3: Proposed Project Schedule
Project Milestone
Estimated
Completion
Date
Comments
Site Acquisition
6/30/23
Construction
Loan
(Closing
Date)
6/30/23
Partnership Closing (Closing
Date)
6/30/23
Permanent Loan Commitment
4/30/23
Permanent Loan Closing
8/1/25
Other Funds Firm Commitment 9/28/22
Source: ADOH SHTF
Environmental
Review
Completion
N/A
Authority to Use Grant Funds
N/A
Zoning Entitlements
Complete
Plans
Submitted
to
the
Municipality
1/17/23
Civil Permits Issued
7/5/23
Building Permits Issued
7/5/23
Contractors Notice to Proceed
Issued
7/5/23
Construction Mobilization
7/5/23
25% Completion
10/1/23
50% Completion
2/1/24
75% Completion
7/1/24
Certificate of Occupancy
12/1/24
ARPA-Assisted
Units
Occupied
2/15/25
100% Occupancy
4/30/25
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EXHIBIT B – STATEMENT OF WORK
Attachment B4: Income and Rent Limits
Updated LIHTC income and rent limits are published on an annual basis by the Arizona
Department of Housing (“ADOH”). These limits are adjusted annually by the ADOH and the U.S.
Department of Housing & Urban Development (HUD) in accordance with the LIHTC Regulations.
The Contractor can request the updated limits from the County or by going to ADOH’s website for
the
updated
versions
each
year,
which
are
presently
accessible
at:
https://housing.az.gov/documents-links/forms/rent-limits.
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EXHIBIT B – STATEMENT OF WORK
Attachment B5: Utility Allowances
Utility Allowance Determination - A utility allowance must be used when determining all eligible
unit rents only if, and only for, utilities that are paid directly by the resident. If all utilities are
provided by the owner/agent, there is no utility allowance. A copy of the current utility allowance
schedule must be submitted to the County each year with the Annual Report. It is noted that utility
allowance schedules often remain the same from year to year. If the table has not changed, the
owner/agent should include a copy of a letter so stating from the appropriate authority dated in
the calendar year covered by the annual report.
If a project is receiving both ARPA and LIHTC funding, a County may coordinate with the LIHTC
agency to obtain a project-specific agency estimate or may accept a UA approved by the LIHTC
agency based on its actual usage methodology.
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EXHIBIT C – SPECIAL TERMS AND CONDITIONS
Funding Completion Date: February 28, 2025
Developer: UMOM Housing 9, LLC
These Special Terms and Conditions are attached to this Contract
1.0
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.
2.0
The following words and phrases shall have the definitions set forth when used in this
Agreement:
2.1
“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.
2.2
“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 twenty (20) years.
2.3
“Deed of Trust” means a security instrument 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.
2.4
“Obligations Secured” means the Promissory Note, the Contract and the
Declaration 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.
2.5
“Period of Affordability” means a term of twenty (20) years, commencing on the
date any certificate of occupancy is issued to the Project, during which all housing
assisted under the Contract shall satisfy the requirements set forth on Exhibit D,
attachment D2 to the Contract.
2.6
“Project” means Bret Traver Terrace, all as submitted to the County by
Developer.
2.7
“Promissory Note” means a document evidencing Developer’s promise to repay
the funds advanced under certain conditions set forth in the document.
2.8
“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, the completion of leases to qualified
tenants who shall reside in the Project and eligible on-site supportive services.
3.0
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).
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4.0
Prior to any funds being disbursed, Developer shall deliver to the County a fully authorized
and executed Declaration of Affirmative Land Use, and a 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.
Declaration of Affirmative Land Use shall bind the property of the Project to provide
affordable housing to the tenants who are to reside in the Project during the entirety of the
Period of Affordability. In no event shall said Declaration be removed of record or modified
in any manner without the prior written consent of the County.
5.0
Prior to any funds being disbursed, Developer shall deliver to the County a copy of all
proposed forms of lease that will be required to be executed by prospective residents of
the Project. No funds will be disbursed unless and until the County approves all proposed
forms of lease.
6.0
Funds will be disbursed as repayment of costs for Work performed on or after the effective
date of the Contract.
7.0
For reimbursement claims, the Contractor shall:
7.1
Submit a claim for reimbursement. Monthly reimbursement requests to County
unless monthly expenditures for the activity do not exceed One Thousand Dollars
($1,000.00). The payment procedures and sample forms for a properly executed
claim are shown on Exhibit D, attachments D4-D6 of the Contract:
7.1.1 submit to the County a Request for Reimbursement of all expenditures
within the same fiscal year in which the expenditures are incurred. The
fiscal year runs July 1st through June 30th, and all Requests for
Reimbursement shall be submitted no later than July 15th for the preceding
fiscal year.
7.1.2 All requests for reimbursement shall be submitted to:
HSDFINANCE@MARICOPA.GOV
7.1.2.1 Submit a request for inspection of the Work performed.
7.1.2.2 Not submit a claim for reimbursement until the funds are needed for
payment related to Work.
7.1.2.3 Submit its initial claim for reimbursement not later than 180 days
from the effective date of the Contract.
7.1.2.4 Not submit more than one claim for reimbursement in the same
calendar month.
7.1.3 Upon receipt of a claim for reimbursement from the Developer, the County
will:
7.1.3.1 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.
7.1.3.2 Notify the Developer of any deficiencies in the claim for
reimbursement and itemize what additional information, if any,
is need.
7.1.3.3 Conduct, if, in the opinion of the County it is necessary, an
inspection of the Project.
7.1.3.4 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.
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7.1.4 Final Reimbursement Upon Contract Termination the Contractor shall
submit the final reimbursement request:
7.1.4.1 This request shall be submitted no later than 30 calendar days
after the termination date except as noted immediately below.
7.1.4.2 If the termination date is between June 10 and June 30, then
the final reimbursement request shall be submitted by July 10.
8.0
Prior to occupancy 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 submit all claims for reimbursement, including the final claim
for reimbursement post issuance of the final certificate of occupancy, not later than
February 28, 2025, unless extended pursuant to paragraph 9 hereof. The term
“occupancy” for purposes of obtaining the balance of funding for the Project will be as
defined on Exhibit D, attachment D2 attached hereto and made a part hereof. However,
in no event will the balance of funds be released to Developer unless and until all project
beneficiaries are named and income qualified.
9.0
The County will not be liable for any contracts entered into by Developer in anticipation of
receiving payments under the Contract.
10.0
Not later than July 30 of each year and continuing until the expiration of the Period of
Affordability, 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:
10.1
A copy of the then current rent rolls.
10.2
Proof that all residents of the Project are qualified by income to reside in the
Project.
10.3
A copy of the then current forms of lease required to be executed by residents of
the Project.
10.4
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.
10.5
Schedule with the County an inspection to allow the County to ensure all units are
in compliance with Housing Quality Standards (HQS).
11.0
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 “occupancy” of the Project as defined on
Exhibit D, attachment D2 attached hereto and made a part hereof, 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.
12.0
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.
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13.0
Developer must receive prior written approval from the County for all Project amendments
involving material changes in the scope of the work, completion dates of project phases,
location of approved activities, or budget set forth on Attachment B2. Minor variations in
unit square footage or amenities shall not be deemed material.
14.0
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, including without limitation
one or more commercially reasonable subordination agreements and/or escrow
disbursing agreements.
15.0
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 D1: Affirmative Marketing and Fair Housing Policies and Procedures
The public, property owners, and potential tenants will be informed about the responsibilities of
the Project in complying with Fair Housing Act and Affirmative Marketing, regulations and the goal
of attracting persons from all racial, ethnic, and gender groups in the housing market area to the
available housing. This policy applies equally to all recipients of ARPA funds. The Project shall
comply with the Fair Housing and Equal Opportunity (Title VI of the Civil Rights Act of 1964, As
Amended, The Fair Housing Act, Equal Opportunity in Housing (Executive Order 11063, As
Amended by Executive Order 12259), and the Age Discrimination Act of 1975, As Amended;
(https://www.hud.gov/program_offices/fair_housing_equal_opp).
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D2: Occupancy Restrictions and Project Unit Characteristics
This Attachment describes the specific affordability requirements and occupancy restrictions for
the Project required by the applicable program regulations and the project characteristics as
described and represented to the County. The Project shall be operated and maintained
according to the unit mix and with the amenities described herein.
1.
Residential Rental Unit Mix. The Developer acknowledges that the Project shall contain
96 total residential rental units of which, 0 are to be rented at market rates and 6 are ARPA-
Assisted Units. The ARPA-Assisted Units shall be floating units.
2.
Tenant Income and Rent Restrictions. The ARPA-Assisted Units shall be rented to
qualifying tenants at the income levels and the rent limits described below:
At least 6 units; (a) three (3) two-bedroom units and (b) three (3) three-bedroom units in the
Project shall be Low Program Rent units and must be occupied by low-income households initially
earning no more than 60% of the area median gross income adjusted by family size (“60% AMI”)
with gross rents not to exceed 30% of qualifying household income, as each is published annually
by the Arizona Department of Housing (“ADOH”) for the area in which the Project is located.
a) For the purposes of determining whether an individual or family remains a low-income
household at the 60% AMI level, increases in tenant income are permitted as follows: Any
ARPA-Assisted Unit occupied by an individual or family who is at or below 60% AMI at the
commencement of occupancy shall continue to be treated as if occupied by a qualifying tenant
so long as the qualifying tenant's income does not increase above 140% of the current year
applicable income limit. For each qualifying tenant whose income subsequently exceeds
140% of the current year applicable income limit, such qualifying tenant’s unit will continue to
be treated as if occupied by a tenant with income at 60% AMI so long as during the period of
noncompliance each available ARPA-Assisted Unit of a comparable or smaller size is rented
to a tenant with income at or below 60% AMI.
b) Annual Recertification of Tenant Income: The Developer must reexamine the income of
tenants living in ARPA-Assisted Units at least annually. Each recertification must take place
on the anniversary of the original income evaluation and lease signing unless the Declarants
has adopted an annual schedule to perform all verifications at the same time.
c) Source Documentation – The ARPA fund will defer to The LIHTC regulations for the income
eligibility of applicants to be determined by examining source documentation which provides
evidence of annual income. Household income must be verified by the developer in
accordance with the LIHTC Regulations. The project shall obtain and keep as part of its
records the required documentation from the applicant for all ARPA-assisted units on an
annual basis.
d) Over-income Tenants - If, during the annual requalification process stipulated in the LIHTC
Regulations a tenant is determined to be over income, the Developer shall designate the next
available comparable unit as a floating ARPA- assisted unit and apply all the regulatory
requirements of the LIHTC Regulations including without limitation 26 C.F.R. § 1.42-15, and
those of this Agreement to that unit. Developer shall notify the County of any requirements of
other funding that conflict with the requirements of this Agreement; the parties agree to take
reasonable steps to remedy such conflicts if possible and necessary
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D3: Prohibited Lease Provisions
The ARPA funded units will defer to LIHTC Regulations and rules and regulations of the Arizona
Department of Housing applicable to projects participating in its federal low-income housing tax
credit program regarding mandatory and prohibited lease terms. The following provisions are
applicable to leases of ARPA-assisted units for the period of affordability agreed upon herein:
1.
The form of lease to be utilized by the Contractor in renting any ARPA-assisted
unit in the Project shall provide for immediate termination of the lease and eviction
in accordance with Arizona Revised Statues for failure to qualify as a low-income
tenant as a result of any material misrepresentation made by such person with
respect to the income certification, or any material misrepresentation made in
conjunction with execution of the lease or the failure by such tenant to execute an
income certification at least annually.
2.
The form of lease to be utilized by the Contractor in renting any ARPA-assisted
unit in the Project shall provide that termination of a lease or refusal to renew a
tenant occupying a Low-Income Unit must be preceded by the Contractor’s service
upon the tenant of a written notice specifying the grounds for the action, which
notice must be delivered to the tenant at least thirty (30) days before the
termination or refusal to renew is to be effective.
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D4: Request for Reimbursement Procedures
1.
Cover letter to County on the Contractor’s letterhead, signed by the Project’s authorized
official/representative
2.
Status update of the project along with photos showing the progress of the construction
3.
Request for Reimbursement Form
4.
Certified Request for Payment from Contractor
5.
Contractor Invoices
6.
Proof of payment-cancelled checks or EFT’s for all receipts submitted
The County reserves the right to delay processing of reimbursements under this Agreement until
all required documents and back-up information is submitted to the County.
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D5: Sample Request for Reimbursement Cover Letter
AGENCY LETTERHEAD
Date
Housing and Community Development
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 U.S. Department of Treasury, 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
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D6: Request for Reimbursement Form
This document is available in Excel format.
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These documents are available in Excel format.
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D7: ARPA Progress Report
A version of this form will be available in an Excel format.
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D8: Annual Rental Compliance Report
A version of this form will be available in an Excel format.
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EXHIBIT E-SECURITY INSTRUMENTS
Attachment E1: Sample Declaration of Affirmative Land Use; Deed of Trust; Promissory
Note
WHEN RECORDED, RETURN TO:
Maricopa County
Human Services Department
Assistant Director
Housing and Community Development Department
234 North Central Avenue, 3rd Floor
Phoenix, Arizona 85004
[SUBJECT TO LENDER AND INVESTOR REVIEW AND APPROVAL]
Declaration of Affirmative Land Use
This Declaration of Affirmative Land Use (the "Declaration"), dated this _____ day of
_______________, 2023, by UMOM Housing 9, LLC, a Arizona Limited Liability Company
(“Declarant”), its successors and assigns, for the benefit of the Maricopa County, a body politic
and corporate, by and through its Human Services Department, an agency of the Maricopa
County, together with any successor and assignees, to its rights, duties, and obligations
(collectively, "County").
R E C I T A L S
WHEREAS, the County has been authorized under Arizona Revised Statutes Section 11-251, et
seq. to, among other things, facilitate development of affordable housing in Arizona by providing
funding for property development through loans and grants; and
WHEREAS, the County is the recipient of funds from the United States of America pursuant to
the American Rescue Plan Act of 2021 (ARPA); and
WHEREAS, Maricopa County Board of Supervisors authorized the sum of $65,000,000 of the
ARPA funding to be allocated to the Maricopa County Human Services Department (“HSD”) to
facilitate the creation of affordable housing within the County; and
WHEREAS, Declarant is the record owner of property upon which Declarant propose to develop
a permanent affordable rental housing project located on lands within the County of Maricopa,
State of Arizona, the legal description of which is more particularly set forth in Exhibit A and known
as Bret Traver Terrace ("Project"); and
WHEREAS, Declarant submitted a proposal to the County seeking ARPA funds for the Project,
which proposal has met with favorable consideration and funding for which will be provided
conditioned upon Declarant recording a Declaration whereby units within the Project shall remain
affordable for a terms of not fewer than twenty (20) years; and
WHEREAS, Declarant, intends, declares, acknowledges, and covenants for itself and its
successors and assigns that the regulatory and restrictive covenants set forth in this Declaration,
governing the use and occupancy of the Project or any portion of it, are covenants running with
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the Project land for the term stated in this Declaration and are binding upon all subsequent
declarants of the Project land for such term.
NOW, THEREFORE, Declarant declares as follows:
1.
Incorporation. The above recitals are incorporated as a substantive portion of this
Declaration.
2.
Representations, Covenants. and Warranties of Declarant. Declarant represents
and warrant as follows:
(a) Declarant has good and marketable title to the real property and improvements
constituting the Project.
(b) Upon completion of construction, 96 units available for rental and residential use
in the Project.
(c) Six (6) units; (a) Three (3) two-bedroom units and (b) three (3) three-bedroom units
in the Project shall be designated as floating ARPA-assisted units low-income units which
will meet the requirements of26 U.S.C. § 42(g)(2) (“County ARPA Units”).
(d) The six (6) County ARPA Units shall be leased for no more than the Arizona
Department of Housing annually published Arizona Low Income Housing Tax Credit
Program – Allowable Rents for leases to individuals or families whose income shall not
exceed sixty percent (60%) of the Area Median Income pursuant to the guidelines set forth
in the regulations promulgated under 26 U.S.C. § 42 (the “LIHTC Regulations”) through
the period of affordability;
(e) The Project will meet the property standards as set forth in the LIHTC Regulations
through the period of affordability.
(f) All affordable units occupied by income qualified tenants shall be of comparable
quality to other units in the Project.
(g) Declarant covenants and agrees not to discriminate on the basis of race, color,
religion, sex, national origin, age, disability and genetic information in the leases for
occupancy of the Project or in conjunction with the employment or application for
employment of any person or persons for the operation and management of said Project.
(h) Declarant covenants and agrees to comply with the Violence Against Women
Reauthorization Act of 2013, as applicable to the Project.
(i) The period of affordability shall commence on the date the County, or such other
jurisdiction with permitting authority over the Project, issues a certificate of occupancy for
the Project.
3.
The units identified on Exhibit 2, attached hereto and made a part hereof, shall be
subject to the terms and restrictions as described on said Exhibit 3 (“Affordability Requirements”)
for the entirety of the period of affordability.
4.
Expiration of Restrictions. The restrictions created by this Declaration and as
described on Exhibit 2 attached hereto and made a part hereof, shall expire on the date that is
360 months from the date the period of affordability commenced (“Expiration Date”). The
restrictions created by this Declaration and this Declaration shall automatically expire on the
Expiration Date. Upon request of Declarant, or a subsequent owner of the Project, following the
Expiration Date, the County shall execute and deliver a notice of expiration of this Declaration in
a form acceptable for recording in Maricopa County.
5.
Effect and Amendment. This Declaration shall run with and be binding on the land
and may be amended only with the prior written approval of the County.
6.
Severability. The invalidity of any clause, part or provision of this Declaration shall
not affect the validity of the remaining portions thereof.
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7.
Governing Law. This Declaration shall be governed by the laws of the State of
Arizona and, where applicable, the laws of the United States of America. Declarant consents to
venue for any action to enforce this Declaration being in the Superior Court located in Maricopa
County.
8.
Maricopa County is an intended beneficiary of this Declaration and may enforce
any and all provisions contained herein.
[signature pages follow]
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IN WITNESS WHEREOF, Declarant and Assignee have caused this Declaration to be signed by
their duly authorized representative, as of the day and year first above written.
DECLARANT:
UMOM Housing 9, LLC, a Arizona Limited Liability Company
By:
___________________________
Name
Title
Date: _______________________________
STATE OF ______________ )
) ss
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this _____ day of _______________,
2023, by _______________, who personally appeared and acknowledged themselves to be
the_____________________________________________________________, and that they
as such, being authorized to do so, executed the foregoing instrument for the purposes stated in
it.
My term of office expires: ____________________
_________________________
Notary Public
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EXHIBIT 1 –Legal Description
[INFORMATION TO BE ADDED AT A LATER DATE]
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EXHIBIT 2 –Project Description
[insert information found in Exhibit B Attachment B1 of the contract]
Project Description:
Project Eligibility:
Property Standards -
Occupancy Requirements –
Rental Requirements -
Period of Affordability –
Deliverables
Beneficiaries
Number of households (units)
6
Number of people (approximate)
18
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 3- Occupancy Restrictions and Project Unit Characteristics
This Attachment describes the specific affordability requirements and occupancy restrictions for
the Project required by the applicable program regulations and the project characteristics as
described and represented to the County. The Project shall be operated and maintained
according to the unit mix and with the amenities described herein.
[insert information found in Exhibit D Attachment D2 of the contract]
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EXHIBIT E-SECURITY INSTRUMENTS
Attachment E2: Sample ALTA / NSPS Land Title Survey
Requested By:
When Recorded Return to:
Maricopa County
Human Services Department
Attn: Housing and Community Development Division
234 N. Central Ave., Ste. 3000
Phoenix, AZ 85004
DEED OF TRUST
Effective Date:
_________________________, 2023
County and State where Real Property is
located:
Maricopa County, Arizona
TRUSTOR:
DEVELOPER
BENEFICIARY:
Maricopa County
Human Services Department
Attn: Housing and Community Development
Division
234 N. Central Ave., Ste. 3000
Phoenix, AZ 85004
TRUSTEE:
Project Property:
PROJECT
APN:
Obligations Secured:
Promissory Note Amount $6,000,000.00
Subject Real Property: Trustor is the record owner of the Project Property by deed recorded with
the Maricopa County Recorder RECORDING INFORMATION, commonly known as PROJECT
and further described in Exhibit A hereto (the "Project Property"), incorporated by this reference.
Trustor has all of the beneficial and equitable interest in and to the Project Property and is lawfully
seized and possessed of the Project Property.
1. Conveyance. Trustor irrevocably grants and conveys to Trustee in trust, with power of sale,
the Project Property, subject to existing taxes, covenants, conditions, restrictions, rights of
way and easements of record, to be held as security for the payment by Trustor of the
Obligations Secured as described on the cover page hereof, and for the performance of other
obligations of Trustor as set forth in this Deed of Trust.
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2. Appurtenances. Trustor grants, together with the Project Property, all buildings and
improvements now or hereafter erected thereon and all fixtures attached to or used in
connection with the Project Property (including, without limiting the generality of the
foregoing, all ventilating, heating, air conditioning, refrigeration, plumbing and lighting
fixtures), together with all leases, rents, issues, profits or income therefrom (hereinafter
“Property Income”), subject, however, to the right power and authority hereinafter given to
Beneficiary to collect and apply such Property Income.
3. Obligations Secured. The obligations secured by this Deed of Trust are: a certain
Contract executed by and between Trustor and Beneficiary and dated _________ (the
"Agreement"); a Promissory Note dated of even date herewith in the original principal
amount of $6,000,000.00 made by Trustor in favor of Beneficiary ("Promissory Note"); and
the Declaration of Affirmative Land Use of even date herewith executed by Trustor in favor
of Beneficiary in conjunction with this Deed of Trust ("Declaration"). The Agreement,
Promissory Note and Declaration are collectively referred to herein as the "Obligations
Secured." Capitalized terms used herein and not otherwise defined have the same
meaning as the defined terms as set forth in the Agreement.
4. Taxes, Assessments and Trust Expenses. Trustor shall pay, before delinquent, all
taxes and assessments affecting the Project Property, all encumbrances, charges and
liens, when due, with interest, on the Project Property or any part thereof, which appear
to be prior or superior hereto; all costs, fees and expenses of this trust and all lawful
charges, costs and expenses of any reinstatement of this Deed of Trust following a default.
5. Fire Insurance. Trustor shall, at Trustor’s expense, maintain in force fire and extended
coverage insurance in any amount of not less than the full replacement value of any
buildings which may exist on the Project Property with loss payable to Beneficiary. Trustor
shall provide fire insurance protection on its furniture, fixtures and other personal property
on the Project Property in an amount equal to the full insurable value thereof and promises
that any insurance coverage in this regard will contain a waiver of the insurer’s right of
subrogation against Beneficiary. The amount collected under any insurance policy may
be applied to any indebtedness hereby secured and in such order as the Beneficiary may
determine, provide that upon request of the Trustor the entire amount so collected or any
part thereof shall be released to Trustor for to be applied to the repair and restoration of
the Project Property. Such application or release shall not cure or waive any default
hereunder or cause discontinuance of any action that may have been or may thereafter
be taken by Beneficiary or Trustee because of such default.
6. Liability Insurance. Trustor shall, at Trustor’s expense, maintain in force policies of
liability insurance, with Beneficiary as an additional insured thereunder, insuring Trustor
against any claims resulting from the injury to or the death of any person or the damage
to or the destruction of any property belonging to any person by reason of Beneficiary’s
interest hereunder or the use and occupancy of Project Property by Trustor. Such
insurance shall be in the following amounts:
a. $2,000,000 against any claim resulting from injury to or the death of any one
person.
b. $4,000,000 against any claim resulting from injury to or deaths of any number of
persons from any one accident.
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c. $2,000,000 against any claim resulting from the damage to or destruction of any
property belonging to any person.
7. Processing of Insurance Policies. Trustor shall promptly deliver to Beneficiary the
originals or true and exact copies of all insurance policies including flood insurance (if
required) by this Deed of Trust. Trustor shall not do or omit to do any act which will in any
way impair or invalidate any insurance policy required by this Deed of Trust. All insurance
policies shall contain a written obligation of the insurer to notify Beneficiary in writing at
least 10 days prior to any cancellation thereof. Failure to maintain all insurance required
under any of the Obligations Secured or this Deed of Trust shall be deemed a default and
entitle Beneficiary to proceed in accordance with this Deed of Trust for such default.
8. Indemnification of Trustee and Beneficiary. Trustor shall hold Trustee and Beneficiary,
harmless from and indemnify them for any and all claims of any nature whatsoever against
Trustee or Beneficiary resulting from their interests hereunder or the acts of Trustor except
to the extent that any claim raised by a third party is the result of the gross negligence or
intentional misconduct of the Trustee or Beneficiary. Such indemnification shall include
reasonable attorneys’ fees and costs, including cost of evidence of title. Trustor shall
appear in, and defend, any action or proceeding purporting to affect the security hereof or
the rights or powers of the Trustee or Beneficiary; and shall pay all costs and expenses of
Trustee or Beneficiary, including costs of evidence of title and attorneys’ fees in a
reasonable sum in such action or proceeding which Trustee or Beneficiary may appear,
and in suit brought by Beneficiary to foreclose on this Deed of Trust.
9. Right of Beneficiary or Trustee to Pay Obligations of Trustor. If Trustor fails or refuses
to pay any sums due to be paid by it under the provisions of this Deed of Trust, or fails or
refuses to take any action as herein provided, then Beneficiary or Trustee shall have the
right, but not the obligation, to pay any such sum due to be paid by Trustor and to perform
any act necessary. The amount of such sums paid by Beneficiary or Trustee for the
account of Trustor and the cost of any such action, together with interest thereon at the
lesser of 5% per annum in excess of the rate provided in the Promissory Note or the
maximum legal contractual rate per annum, from the date of payment until satisfaction,
shall be added to the Obligations Secured, unless otherwise specified by Beneficiary at
the time of such payment. No excuse of obligation contained in any of the Obligations
Secured shall be applicable to any payments made by Beneficiary or Trustee pursuant to
this paragraph. The payment by Beneficiary or Trustee of any such sums or the
performance of any such action shall be prima facie evidence of the necessity therefore.
10. Condemnation. Subject to the written requirements of any subordination agreement
executed by Beneficiary, any award of damages in connection with any condemnation or
injury to any of the Project Property by reason of public use or for damages for private
trespass or injury thereto are assigned in full and shall be paid to Beneficiary, who shall
apply them to the payment of the principal of the Obligations Secured, the interest thereon,
and any other charges and amounts secured hereby in such manner as Beneficiary may
elect. Any remaining balance shall be paid to Trustor. Beneficiary may, at Beneficiary’s
option, appeal from any such award in the name of Trustor. Notwithstanding the foregoing,
so long as Trustor is not then in material default hereunder or under any Obligations
Secured, Beneficiary shall make the proceeds of condemnation available to Trustor upon
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request for use in repairing and restoring the Project Property; and any excess proceeds
remaining shall be applied as provided in the preceding sentences of this Section 10.
Unless Trustor and Beneficiary otherwise agree in writing, any application of such
proceeds to principal shall not extend or postpone the due dates of any installment
payments of the Obligations Secured or change the amount of such payments.
11. Affordability. At all times Trustee shall ensure that the affordability requirements,
attached hereto and made a part hereof as Exhibit B, and of the Obligations Secured, are
satisfied. Failure to satisfy the affordability requirements under any of the Obligations
Secured shall be deemed a default and entitle Beneficiary to proceed in accordance with
this Deed of Trust for such default.
12. Care of Property. Trustor shall take reasonable care of the Project Property and the
buildings thereon and shall adequately maintain the Project Property in good repair and
condition as at the date the Project Property shall obtain a certificate of occupancy from
Maricopa County, or such jurisdiction with permitting authority over the Project Property,
ordinary depreciation excepted. Trustor shall commit or permit no waste and do no act
which will unduly impair or depreciate the value of the Project Property. For purposes of
this section, adequate maintenance includes (a) removal of debris, salvage, junk cars,
trash in and/or around the Project Property; (b) ongoing maintenance of landscaping of
premises; and (c) compliance with “good faith effort” to maintain and clean interior and
exterior of structure in compliance with the regulations promulgated under 26 U.S.C. §
42. If the Trustor fails to so care for the Project Property, then Beneficiary, at its option,
may make or contract for the necessary repairs or remediation necessary to restore the
Project Property and, the Trustor shall reimburse Beneficiary for the reasonable cost of
such repairs and remediation on a timetable set by Beneficiary. No excuse of obligation
contained in any of the Obligations Secured shall be applicable to any payments made by
Beneficiary pursuant to this paragraph.
13. Right to Inspect Project Property. In addition to any inspection rights otherwise granted
to Beneficiary pursuant to the Obligations Secured, at all convenient and reasonable
times, upon prior notice to Trustor, Beneficiary or Trustee shall have the right and license
to go on and into the Project Property to inspect it in order to determine whether the
provisions of the Obligations Secured are being kept and performed. The Trustor agrees
and understands that periodic site inspections will be made by Beneficiary.
14. Event of Default. In addition to any other items of default identified herein, each of the
following shall be considered an event of default ("Event of Default") of this Deed of Trust:
a. The occurrence of an event of default or breach of any provision of the Agreement,
Promissory Note or any other term of this Deed of Trust after written notice to
Trustor and an opportunity to cure such default or breach, or failure of Trustor to
pay on demand by Beneficiary any amount for which demand is made on
Beneficiary by the U.S. Federal Government arising from the failure by Trustor of
the Project Property to comply and is not caused, partially or otherwise by the
Trustee or Beneficiary.
b. The failure of Trustor to perform any duty or obligation required by the Obligations
Secured and such failure continues after applicable cure periods;
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c. The removal or attempted removal by Trustor of any property included in the
Project Property without the consent of Beneficiary other than in the ordinary
course of Trustor’s business;
d. The failure of Trustor to maintain the Project Property in accordance with
paragraph 11 above and such failure continues after applicable cure periods;
e. Abandonment of the Project Property by Trustor;
f. The filing, execution or occurrence of:
i. A petition in bankruptcy by or against Trustor which is not dismissed within
one hundred twenty (120) days.
ii. A petition or answer seeking a reorganization, composition, readjustment,
liquidation, dissolution or other relief of the same or different kind under any
provision of the Bankruptcy Act which is not dismissed within one hundred
twenty (120) days.
iii. Adjudication of Trustor as a bankrupt or insolvent, or insolvency in the
bankruptcy equity sense.
iv. An assignment by Trustor for the benefit of creditors, whether by trust,
mortgage or otherwise.
v. A petition or other proceedings by or against Trustor for the appointment of a
trustee, receiver, guardian, conservator or liquidator of Trustor with respect to
all or substantially all its property which petition is not dismissed within one
hundred twenty (120) days.
vi. Trustor’s dissolution or liquidation or the taking of possession of Trustor’s
property by any governmental authority in connection with dissolution or
liquidation.
g. A reasonable determination by Beneficiary that the security of the Deed of Trust is
inadequate or in danger of being impaired or threatened from any cause
whatsoever.
h. The sale, conveyance, transfer or attempted conveyance or transfer, or subjection
to a mortgage or deed of trust, whether voluntary, involuntary or by operation of
law, of the Project Property or any interest in it, without prior written consent of
Beneficiary. Upon any prospective purchaser of the Project Property executing all
necessary documents concerning the affordability requirements of the Obligations
Secured, and upon Beneficiary being satisfied said prospective purchaser is
capable of managing the Project Property to ensure satisfaction of the affordability
requirements of the Obligations Secured going forward, Beneficiary’s consent will
not be unreasonably withheld, conditioned or delayed. Notwithstanding the
forgoing, Beneficiary will not unreasonably withhold consent to any refinance of
indebtedness on the Property to which the Promissory Note or this Deed of Trust
are subordinate does not constitute a default so long as such refinancing is
conducted for the sole purpose of loss mitigation or foreclosure prevention,
including any refinancing upon maturity of the existing indebtedness. Refinance
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activity regarding indebtedness on the Property for purposes of “cashing out,”
equity or that is otherwise not for the purpose of loss mitigation, foreclosure
prevention, or retention of the property without the written consent of the
Beneficiary is hereby deemed to constitute a default of the Note and Deed of Trust
during the 240 month duration of the Note.
i.
Notwithstanding anything to the contrary in the Obligations Secured, the following
shall not constitute a default under the Obligations Secured or this Deed of Trust
(a) the sale, transfer, conveyance or pledge of any membership interest in an
investor member, if any; (b) the right of the investor member to remove and replace
the managing member; (c) the right of the managing member to acquire the
investor member’s interest at the end of the credit period and/or compliance period;
and (d) any amendment to an operating agreement of the Trustor (the "Operating
Agreement"), which does not affect the financial terms of the Operating
Agreement, and does not otherwise adversely affect the security interest of
Beneficiary in the Project Property or Declaration.
15. Cure Rights.
a. Beneficiary shall give Trustor and any other person identified in paragraph 29
below, simultaneous written notice of any monetary Event of Default occurring
under the terms of the Promissory Note prior to exercising any remedies
thereunder. Trustor shall have a period of thirty (30) business days after receipt of
such notice, or such longer period of time as may be set forth in the Promissory
Note, to cure the default prior to exercise of remedies under the Promissory Note
or this Deed of Trust.
b. Beneficiary shall give Trustor and any other person identified in paragraph 29
below, simultaneous written notice of any non-monetary default or Event of Default
occurring under the term of the Obligations Secured, prior to exercising any
remedies. Such non-monetary default or Event of Default shall not remain uncured
for more than one hundred twenty (120) calendar days. If Beneficiary determines
that Trustor has taken and diligently, continually and in good faith continues
corrective action and that the non-monetary default or Event of Default cannot be
corrected within the 120-day cure period, Beneficiary may, in its sole discretion,
allow Trustor such additional time as may be reasonably necessary to cure the
non-monetary default or Event of Default before Beneficiary exercises any
remedies.
c. Beneficiary agrees that any cure of any Event of Default described in the
Obligations Secured by any person identified in paragraph 29 below, shall be
deemed to be cure by Trustor and shall be accepted or rejected on the same basis
as if made by Trustor.
16. Acceleration. In the event of default by Trustor, Beneficiary may declare all sums secured
hereby immediately due and payable by delivery to Trustee of written notice setting forth
the nature thereof and of Beneficiary’s election to cause the Project Property to be sold
under this Deed of Trust. Beneficiary shall also deposit with Trustee all documents
evidencing the Obligations Secured and any expenditures secured hereby.
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17. Trustee’s Sale. Upon receipt of Beneficiary’s notice of election to cause the Project
Property to be sold, Trustee shall, in accordance with all provisions of law, give Trustor
notice of trustee’s sale and, after the lapse of the required amount of time, sell the Project
Property at public auction, at the time and place specified in the Notice of Trustee’s Sale,
to the highest bidder of cash in lawful money of the United States, payable at the time of
sale. Any persons, including Trustor, Trustee or Beneficiary may purchase at the Trustee’s
Sale. Trustee may postpone or continue the sale by giving notice of postponement or
continuance by public declaration at the time and place last appointed for sale. Upon sale,
Trustee shall deliver to the purchaser a Trustee’s Deed conveying the Project Property,
but without any covenant or warranty, expressed or implied.
18. Proceeds of Trustee’s Sale. After deducting all costs, fees and expenses of Trustee and
of this trust, including the cost of evidence of title in connection with the sale and
reasonable attorney’s fees, Trustee shall apply the proceeds of sale to payment of all
sums then secured hereby and all other sums due under the terms hereof, with accrued
interest, and the remainder, if any, to the persons legally entitled thereto or as provided
by ARS §33-812 as currently codified or as amended.
19. Defaults on Prior Encumbrances. If there are mortgages upon the Project Property or
other encumbrances which are prior in time or prior in right, then Trustor promises to
comply with the terms of those prior mortgages or encumbrances. If Trustor fails to comply
with such terms and defaults on those mortgages or obligations, such default shall also
be considered a default of this Deed of Trust, and Trustee or Beneficiary herein may
advance the monies necessary to remedy such defaults, and, if it does, such monies shall
be added to the Obligations Secured and shall bear the maximum contractual legal rate
of interest from the date monies are tendered unless otherwise specified by Beneficiary at
the time of such payment. Beneficiary may also proceed on this default by exercising the
same remedies it has on this Deed of Trust.
20. Foreclosure and Other Remedies. In lieu of sale pursuant to the power of sale conferred
hereby, this Deed of Trust may be foreclosed in the same manner provided by law for the
foreclosure of mortgages on real property. Beneficiary shall also have all other rights and
remedies available hereunder and at law or in equity. All rights and remedies shall be
cumulative.
21. Reinstatement after Default. Notwithstanding Beneficiary’s acceleration of sums
secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun
by Beneficiary to enforce this Deed Trust discontinued and to have the Deed of Trust
reinstated at any time before the day of the Trustee’s Sale or before the filing of a
foreclosure action. In order to have the Deed of Trust reinstated after default, the Trustor
must:
a. Pay to Beneficiary the entire amount due under this Deed of Trust and the
Obligations Secured, other than such portion of the principal as would not be due
had no default occurred;
b. Cure all defaults or covenants or agreements of Trustor regarding the Agreement
as contained in this Deed of Trust;
c. Pay costs and expenses incurred by Beneficiary and Trustee in enforcing the terms
of this Deed of Trust and pursuing remedies;
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d. Pay reasonable attorney’s fees actually incurred by Beneficiary and Trustee;
e. Pay the recording fee for any cancellation of notice of sale; and
f. Pay the Trustee’s fees, in an amount not to exceed $600 or one half of one per
cent of the entire unpaid principal sum secured, whichever is greater.
22. Upon reinstatement, this Deed of Trust and the Obligations Secured hereby shall remain
in full force and effect as if no acceleration had occurred.
23. Assignment of Property Income, Right of Entry and Appointment of Receiver. As
additional security, Trustor hereby gives Beneficiary the right, power and authority, during
the continuance of this Trust, to collect the Property Income, reserving to Trustor the right,
prior to any Event of Default by Trustor in payment of any indebtedness secured hereby
or in performance of any agreement hereunder, to collect and retain such Property Income
as it becomes due and payable.
24. Upon any such uncured Event of Default and subject to the interest of the superior lien
holders identified in Exhibit A to the Promissory Note, Beneficiary may at any time, with
notice, either in person, by agent or by a receiver to be appointed by a court, and without
regard to the adequacy of any security for the indebtedness hereby secured, enter upon
and take possession of the Property Income; in its own name sue for or otherwise collect
such Property Income, including amounts past due and unpaid; and apply the same, less
costs and expenses of operation and collection, including reasonable attorney’s fees,
upon any indebtedness secured hereby, or as otherwise appropriate to preserve
Beneficiary’s security interest and ensure compliance with the Program, Department
Guidance, and Federal Guidance (as those terms are defined in the Promissory Note);
and in such order as Beneficiary may determine.
25. The entering upon and taking possession of the Property Income, the collection of such
Property Income and the application thereof, shall not cure or waive any default or notice
of Trustee’s Sale hereunder or invalidate any act done pursuant to such notice.
26. Acts of Trustee Affecting Project Property. At any time, with notice, upon written
request of Beneficiary and presentation of this Deed of Trust and the Obligations Secured
for endorsement, Trustee may, without liability, release and reconvey all or any part of the
Project Property, consent to the making and recording, or either, of any map or plat of all
or any part of the Project Property; join in granting any easement thereon; join in or
consent to any extension agreement or any agreement subordinating the lien,
encumbrance or charge hereof.
27. Any such action by Trustee may be taken without affecting the personal liability of any
person for payment of the indebtedness secured hereby, without affecting the security
hereof for the full amount secured hereby on all property remaining subject hereto, and
without the necessity that any sum representing the value or any portion thereof of the
property affected by Trustee’s action be credited on the indebtedness.
28. Satisfaction of the Obligation. If Trustee receives full payment of the Obligations
Secured in the amount secured or at the Maturity Date of the Promissory Note, whichever
is earlier, at the request of Trustor, Beneficiary or Trustee shall acknowledge satisfaction
UMOM Housing 9, LLC
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of the Deed of Trust by recording and delivering to Trustor a Satisfaction or Release of
Realty Deed of Trust in accordance with A.R.S. § 33712. However, the Declaration of
Affirmative Land Use recorded against the Project property shall remain in full force and
in effect for the entire duration of its term.
29. Notices. Copies of all notices and communications concerning this Deed of Trust shall be
mailed to the Parties at the addresses specified in this Deed of Trust. Any change of
address shall be communicated to the other Parties in writing. Any documents which may
adversely affect the rights of any party to this Deed of Trust shall be dispatched by Certified
Mail, Return Receipt Requested. A copy of all foregoing notices and communications shall
be mailed to: _________________________________________
30. Headings. The marginal or topical headings of the provisions herein are for convenience
only and do not define, limit or construe the contents of these provisions.
31. Interpretation. In this Deed of Trust, whenever the context so requires, masculine gender
includes the feminine and neuter, and the singular includes the plural and vice versa.
32. Applicable Law. This Deed of Trust shall be subject to and governed by the laws of the
State of Arizona, in particular the provisions of ARS Title 33, Chapter 6.1, regardless of
the fact that one or more Parties now is or may become a resident of a different state.
33. Nonwaiver. The failure of the Beneficiary at any time to require performance of any
provision or to resort to any remedy provided under this Agreement, or the Beneficiary’s
agreement to provide accommodation outside the terms of this Agreement, shall in no way
affect the right of the Beneficiary to require contract performance or to resort to a remedy
at any time, or to refuse to make accommodation thereafter, nor shall the waiver by any
party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not
be effective unless it is in writing and signed by the party against whom the waiver is being
enforced. No course of dealing or any failure to exercise, nor any delay in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.
34. Succession of Benefits. The provisions of this Deed of Trust shall inure to the benefit of
and be binding upon the Parties hereto, their heirs, personal representatives, conservators
and permitted assigns.
35. Successor Trustee. Beneficiary may appoint a Successor Trustee in the manner
prescribed by law. A Successor Trustee herein shall, without conveyance from the
predecessor Trustee, succeed to all the predecessor’s title, estate, rights, powers and
duties. Trustee may resign by mailing or delivering notice thereof to Beneficiary and
Trustor.
36. Entire Agreement. The terms of this Deed of Trust, the Obligations Secured and attached
Exhibit A executed this date constitute the entire agreement among the Parties and the
Parties represent that there are no collateral or side agreements not otherwise provided
for within the terms of this Deed of Trust.
37. Time of Essence. Time is of the essence in this Deed of Trust and every term, condition,
covenant and provision hereof.
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38. Modification. No modification of this Deed of Trust shall be binding unless evidenced by
an agreement in writing and signed by all Parties.
39. Partial Invalidity. If any provision of this Deed of Trust is held to be invalid or
unenforceable all the remaining provisions shall nevertheless continue in full force and
effect.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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TRUSTOR/BORROWER:
UMOM Housing 9, LLC, a Arizona Limited Liability Company
By: ______________________________________
[Name, Title]
STATE OF _____________ )
) ss.
County of ___________
)
The foregoing Deed of Trust was acknowledged before me this ______day of _____________,
by________________________________________________________________________
__________________________________________
My Commission expires:
Notary Public
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Reviewed, Approved and Agreed to Pursuant to Paragraph 38.
MARICOPA COUNTY, a political subdivision of the State of Arizona
____________________________________
[Name, Title]
STATE OF ARIZONA )
) ss.
County of Maricopa
)
The foregoing Deed of Trust was acknowledged before me this ______day of ______________,
by _________________________________________________________________________
__________________________________________
My Commission expires:
Notary Public
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BENEFICIARY
By:_____________________________________
Title:
STATE OF ARIZONA )
)ss.
County of Maricopa
)
The foregoing Deed of Trust was acknowledged before me this ______day of ______________,
_____, by____________________________________, Chairman, Board of Supervisors
__________________________________________
My Commission expires:
Notary Public
Do not destroy this Deed of Trust or the note that it secures. Both must be delivered to the Trustee
for cancellation before release and conveyance will be made.
Escrow No.
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Exhibit A
Legal Description
[INFORMATION TO BE ADDED AT A LATER DATE]
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Exhibit B
Occupancy Restrictions and Project Unit Characteristics
This Attachment describes the specific affordability requirements and occupancy restrictions for
the Project required by the applicable program regulations and the project characteristics as
described and represented to the County. The Project shall be operated and maintained
according to the unit mix and with the amenities described herein.
[insert information found in Exhibit D Attachment D2 of the contract]
[INFORMATION WILL BE ADDED AT A LATER DATE]
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PROMISSORY NOTE
Maricopa County, Arizona
___________, 2023
For value received, UMOM Housing 9, LLC ("Borrower") promises to pay to the County of
Maricopa, an Arizona body politic ("County"), the sum of SIX MILLION AND 00/100 DOLLARS
($6,000,000.00) (the "Obligation"), or so much thereof as has been advanced by County to or for
the benefit of Borrower in accordance with the terms of certain agreement between Maricopa
County Administered by its Human Services Department and UMOM Housing 9 LLC dated
(INSERT DATE) (the "Agreement").
1. The definition of any capitalized term or word used and not otherwise defined shall have
the meaning set forth in the Loan Agreement.
2. The Note shall bear zero percent (0%) interest until such time as the Sponsor Loan (as
that term is defined in the Third Amended and Restated Agreement of Limited Partnership
of Borrower dated _________________, as the same may be amended from time to time
(the “Partnership Agreement”)) is repaid in full. On the day after the Sponsor Loan is repaid
in full, the Note shall commence to bear interest at the rate of twenty-five basis points
(0.25%) interest per annum. The term of this Note shall coincide with the Period of
Affordability as set forth in the Agreement. Principal payments of $___________ shall be
made annually on the first day of June commencing the year following repayment of the
Sponsor Loan (the “Annual Payment”) to the extent of available Net Cash Flow (as defined
in the Partnership Agreement) of the Borrower in the order of priority determined by the
Partnership Agreement, and subject to the terms and conditions thereof. In the event that
the Net Cash Flow in any year is insufficient to make the Annual Payment due hereunder,
the unpaid obligation shall accrue and be due at such time as Net Cash Flow is sufficient
is make the Annual Payment plus any accrued amounts. Net Cash Flow shall be
calculated based on the Borrower’s audited financial statements for the calendar year
preceding the Annual Payment date. All outstanding principal and unpaid interest shall be
due and payable in full on or before January 1, 2055. This Note may be prepaid, in whole
or in part, at any time and from time to time without penalty or premium.
3. During the Period of Affordability as set forth in the Agreement, Borrower shall comply with
all of the terms, restrictions and conditions in said Agreement and the Declaration of
Affirmative Land Use recorded in accordance with said Agreement, that ensure the
housing provided in whole or in part with the funds evidenced by this Promissory Note
remains subject to affordability requirements and available to those residents who qualify
for such housing. If said Project Property fails to remain affordable as defined aforesaid,
and Borrower fails to cure such failure within the time period specified in the Agreement
or Declaration, then at the option of the County the full obligation evidenced herein shall
be come immediately due and payable in full.
4. This Note shall bind and inure to the benefit of the respective permitted successors and
assigns of the Borrower and the County.
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5. Payments shall be made in lawful money of the United States of America at the
administrative offices of Maricopa County Human Services Department at the following
address: 234 N. Central Ave., Phoenix, Arizona, 85004.
6. The prevailing party in a suit on this Note shall recover, as part of the judgment, reasonable
attorney’s fees that may be fixed by the judge of the court.
7. This Note shall be evidenced and secured by the following documents, all of which will be
executed in favor of the County on even date herewith.
a. The Agreement
b. The Declaration of Affirmative Land Use
c. Deed of Trust
Items b. and c. above will be duly recorded in the Office of the Recorder of Maricopa County,
Arizona.
8. Borrower's obligations under this Note are nonrecourse to Borrower and its partners and
may be enforced solely out of the proceeds of the sale of the property in accordance with
the Deed of Trust.
9. The Note shall be governed by, and construed in accordance with, the laws of the State
of Arizona.
10. Time is of the essence in this Note and every term, condition, covenant and provision
hereof.
11. The Deed of Trust and this Note are and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of any senior lender recorded prior in time to
the Deed of Trust, and such other matters as reflected on Exhibit A attached hereto.
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, Borrower has signed this Note on this ____ day of _________, 2023.
UMOM Housing 9, LLC, a Arizona Limited Liability Company
By:
Its:
___________________________
[Name, Title]
STATE OF _________
)
) ss.
County of _______
)
The foregoing Promissory Note was acknowledged before me this _____ day of 2023,
by _____________________________________________________________________.
__________________________________________
My Commission expires:
Notary Public
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Exhibit A
List of Permitted Encumbrances (Order of Priority)
1. [Lender]
2. [Lender]
3. [Lender]
[INFORMATION TO BE ADDED AT A LATER DATE]