ARM DEVELOPMENT AGREEMENT.PDF

A DEVELOPER AGREEMENT BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
THE A.R.M. OF SAVE THE FAMILY FOUNDATION OF ARIZONA
Contract Amount: $634,204
Contract Start Date: May 18, 2016
Funding Completion Date: June 30, 2017
Contract Number: C-22-16-033-3-00
CFDA Number: 14.239, HOME Investment Partnerships Program
DUNS Number: 61 214 2455
In this HOME Agreement (“Agreement”), the words “we,” “us,” “our,” and “County” refer to
the County of Maricopa, a political subdivision of the State of Arizona, and the words “you,”
“your,” “Developer,” and “The A.R.M. of Save the Family” refer to The A.R.M. of Save the
Family Foundation of Arizona, an Arizona non-profit corporation. The parties to this Agreement
may collectively be referred to as the “parties” or individually as a “party”.
Recitals
WHEREAS, the County is a recipient of HOME Investment Partnerships Program (“HOME”)
funds from the United States Department of Housing and Urban Development (“HUD”) as a lead
agency for the Maricopa HOME Consortium; and
WHEREAS, A.R.M. of Save the Family applied to the County for HOME funds; and
WHEREAS, the County wishes to engage A.R.M. of Save the Family to assist us in providing
affordable housing and related services to very-low-income and low-income persons located
within the Urban County communities¹ to include in the County of Maricopa, Arizona.
Now therefore, in consideration of the reciprocal promises contained in this Agreement, and for
other valuable and good consideration, which the parties acknowledge the receipt and sufficiency
of, the parties agree to the following Terms & Conditions.
1 Cities of Buckeye, El Mirage, Gila Bend, Goodyear, Guadalupe, Litchfield Park, Queen Creek, Tolleson, Wickenburg, Town of Youngtown,
and unincorporated Maricopa County

Terms and Conditions
Statement of Work: In accordance with 24 CFR § 92 and this Agreement, you agree to
complete the project described in Exhibit A, Attachment 5: Project Description and all
Attachments to Exhibit A (“Work”), which outline the tasks you will perform, requirements
you will meet, a schedule for completing the tasks, and the budget you will follow.
1. Project. The Work you are responsible to complete under this Agreement can only be
modified by an Amendment signed by both parties as defined herein. In performing the
Work under this Agreement you be required to execute Promissory Note, secured by a
Deed of Trust, Declaration of Covenants, Conditions and Restrictions prior to
distribution of funds. You will hold right, title, and interest in the properties purchased
under this Agreement which will be recorded with the Maricopa County Recorder.
As described in Exhibit A: Statement of Work and all Attachments to Exhibit A, the
HOME funding you will receive under this Agreement will be used for acquisition and
rehabilitation of a minimum of three (3) single-family residential rental properties located
at 6610 E. University Dr. #184, Mesa, AZ 85205; 6610 E. University Dr. #23, Mesa, AZ
85205; and 6610 E. University Dr. #131, Mesa, AZ 85205. You will perform the Work in
accordance with applicable regulations set forth in 24 CFR § 92.
You will furnish all labor, materials, services, supervision, tools, equipment, licenses, and
permits necessary to complete the Work.
2. Work. You shall provide, or arrange for the provision of, all such services as are
necessary for the Project and construction of the Project as more fully described in
Exhibit A, but including without limitation the following services (collectively the
"Statement of Work"):
2.1 A.R.M. shall commit funds to a specific local project in performance of and in
accordance with the terms of this Agreement by July 1, 2016. For the purposes of
this paragraph, commit shall have the same meaning as 24 CFR 92.2(2)(i). If
A.R.M. fails to commit the funds prior to July 1, 2016, funds will no longer be
available and may be reallocated by the County.
2.2 A.R.M. shall expend HOME funds in performance of and in accordance with the
terms of this Agreement within twelve (12) months from the date the County
executes this Agreement. If A.R.M. fails to expend HOME funds in performance
of and in accordance with the terms of this Agreement within twelve (12) months
from the date the County executes this Agreement, the funds will no longer be
available.
2.3 A.R.M shall complete all underwriting and subsidy layering guidelines, assess
neighborhood market conditions for fiscal soundness, rehabilitation standards, and
affordability requirements.

2.4 A.R.M shall complete timely environmental reviews.
2.5 Management and Ownership Services. A.R.M. shall complete all management
services including, without limitation, the services listed on Exhibit A,
Attachment 1 (the "Management and Ownership Services").
2.6 Construction Services. A.R.M. shall complete all construction services listed on
Exhibit A, Attachment 2 (the "Construction Services").
2.7 Social Services. A.R.M. shall provide social services for the residents of the
Project. Specifically, you shall use your best efforts, subject to appropriate
funding, to perform such services or engage a local third party to perform the
services described on Exhibit A, Attachment 3 (“Social Services”).
2.8 You shall require all subcontractors working on the Project, including the General
Contractor, Architect and Engineer and all their subcontractors, (collectively,
the “Subcontractors”) to comply with Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. § 1701(u), further set forth in
this Agreement. All such requirements shall be set forth in a rider (the "Rider")
which will be attached to all covered subcontracts. See Exhibit A, Attachment 4.
3. Term. The term of this Agreement is from May 18, 2016 until project completion. The
A.R.M of Save the Family Project funded by this Agreement must remain affordable for
a period of fifteen (15) years (“Period of Affordability”). The Period of Affordability
will begin on the date that the Completion Report is entered in HUD’s Integrated and
Disbursement System (IDIS) and will end fifteen (15) years from that completion date.
Throughout the Period of Affordability, three (3) County HOME assisted units must
meet the requirements set forth in this Agreement including, but not limited to the
requirements set forth in 24 CFR § 92.252. If the housing does not meet the affordability
requirements for the specified time period, all HOME funds must be repaid to the
County.
4. Contract Amount. Subject to your compliance with this Agreement and the availability
of funds, we will provide you with HOME funds as a loan at a zero percent (0%) interest
for a term of fifteen (15) years and must not exceed $634,204 (“Contract Amount”). The
performance and completion of the Work must be in accordance with the budget outlined
in Exhibit A, Attachment 6: Budget and HOME Maximum Per-Unit Subsidy as set
forth in Exhibit A, Attachment 8: HOME Subsidy Program Limits. The terms of the
loan are outlined in this Agreement and will be secured by Exhibit B: Declaration of
Covenants, Conditions and Restrictions. Failure to meet the obligations of this
Agreement will result in a repayment of the HOME funds granted to you. This loan shall
be non-recourse to A.R.M of Save the Family.
5. Eligible Activities. In the completion of the Work, you will be responsible for ensuring
that only approved HOME eligible activities are performed in accordance with 24 CFR §
92 and this Agreement.

6. Payment.
6.1 Subject to the provisions of this Agreement and the requirements of 24 CFR § 92,
we will reimburse you for your eligible costs in performing the Work. A.R.M of Save
the Family will receive the Contract Amount as a reimbursement of eligible expenses
under HOME program regulations. 24 CFR Sections 92.205 through 92.215 outline
expenses and activities that are generally eligible for reimbursement under the HOME
program however, for the purposes of this Agreement, the parties agree that eligible
expenses subject to reimbursement will only be acquisition, rehabilitation, and a
development fees.
6.2 You will not request the disbursement of funds until the funds are needed for
payment of eligible costs and expenses; the amount of the disbursement request must be
limited to the amount needed for payment of eligible costs. The amount of each request
must be limited to the amount needed and set forth in this Agreement. Unless an
amendment to the Agreement is signed by the parties, we will not pay you any amount of
money above the sum listed in this Paragraph 4 of the Agreement.
6.3 Claims. To receive reimbursement of eligible expenses, you must submit to us a
properly executed claim. A properly executed claim must include all of the following: (i)
an accurate payment request form, (ii) a completed matching contribution form as
outlined in the Agreement, (iii) a Project Completion Report form as outlined in this
Agreement, and (iv) supporting documentation for the claim. For more information on
the payment procedures and the necessary forms for a properly executed claim see
Exhibit C: Payment Procedures and all Exhibit C Attachments. The supporting
documentation necessary will vary depending on the nature of each expense, but
examples of appropriate documentation include, but are not limited to: canceled checks,
invoices, statements, unconditional lien releases with payment to subcontractors and
receipts. We will review each claim upon receipt to ensure your compliance with
applicable law and this Agreement. The approval of payment for a claim is at our
reasonable discretion. A claim that is not properly executed will not be approved for
payment. If a claim is approved, we will disburse payment in the manner, amount,
increment, and timeframe determined at our reasonable discretion.
6.4 Program Income. All program income must be returned to the County. Program
income is defined as all gross income received by the A.R.M of Save the Family directly
generated from the use of funds provided by this Agreement or matching contributions.
When program income is generated by housing that is only partially assisted with HOME
funds or matching funds, the income shall be prorated to reflect the percentage of HOME
fund used. For this Agreement, program income will only be generated if the property
ceases to function as an affordable HOME assisted property through sale or otherwise
during the period of affordability, the fifteenth anniversary of the date the completion
report is entered into IDIS. HOME Program Income must be returned to the County
within thirty (30) business days. Program Income includes, but is not limited to: [1]
proceeds from the disposition by sale or long-term lease of real property acquired,
rehabilitated or constructed with HOME funds or matching contributions, [2] gross

income from the use or rental of real property, owned by A.R.M of Save the Family that
was acquired, rehabilitated, or constructed with HOME funds or match contributions, less
cost incidental to generation of the income; [3] payments of principal and interest on
loans made using HOME funds or match contributions; [4] Proceeds from the sale of
loans made with HOME funds or matching contributions; [5] Proceeds from the sale of
obligations secured by loans made with HOME funds or matching contributions; [6]
Interest earned on program income pending its disposition; and [7] Any other interest or
return on the investment permitted under 24 CFR 92.205(b) of HOME funds or matching
contributions. (Program income does not include gross income from the use, rental or
sale of real property received by the project owner, developer, or sponsor, unless the
funds are repaid to the County under the terms of Exhibit B: Declaration of Covenants,
Conditions and Restrictions.
6.5 Matching. The funds provided under this Agreement are subject to the matching
contribution required under 24 CFR § 92.218. You will provide qualified matching funds
in the amounts shown in Exhibit A, Attachment 6. Your matching funds will be in a
type determined at our sole discretion, that is acceptable under 24 CFR § 92.220. You
will maintain throughout the Term of this Agreement a matching contribution log form
(See Exhibit C, Attachment 2: Match Log Form) that you will make available to us, at
our request.
6.6 Availability of Funds. Our reimbursement of your eligible costs is contingent
upon the availability of funds. If any action is taken by HUD, any State agency, federal
department or any other agency or instrumentality to suspend, decrease or terminate its
fiscal obligation under, or in connection with this Agreement, the County may amend,
suspend, decrease or terminate its obligations under or in connection with this
Agreement. In the event of termination, the County shall be liable for payment only for
services rendered prior to the effective date of the termination, provided that such
services performed are in accordance with the provisions of this Agreement. The County
shall give written notice of the effective date of any suspension, amendment, or
termination under this Section at least ten (10) calendar days in advance
6.7 Liability. We are not liable to you for any purchases or contracts that you enter
into in anticipation of receiving payments under this Agreement.
6.8 Termination or Expiration. Upon the termination or expiration of this
Agreement, you will be entitled only to payment for the Work performed up to the date
of the termination or expiration, as well as any authorized expenses already incurred up
to that date. In accordance with this Section, we will make final payment within thirty
(30) days of our receipt of your approved, final, properly executed claim.
7. Construction Standards.
7.1 General. You will perform all rehabilitation work under this Agreement in
accordance with the County’s rehabilitation standards and the most current building
codes and ordinances adopted by Maricopa County including, but not limited to:

 2012 International Building Code with Local Additions and Addenda
 2012 International Residential Code
 2012 International Plumbing Code
 2012 International Mechanical Code
 2012 International Fuel Gas Code
 2012 International Green Construction Code (Optional)
 2012 International Energy Conservation Code (Optional)
 2012 International Existing Building Code
 2011 National Electric Code
 2010 ADA Standards
7.2 You will also ensure that the Work complies with the standards set forth in 24
CFR § 92, including without limitation, 24 CFR § 92.251 and the lead-based paint
requirements of 24 CFR § 92.355 and those set forth in part 35, subparts A, B, J, K, M
and R of Title 24; the Property must comply with 24 CFR § 92.251 throughout the Period
of Affordability. You warrant to us that all materials and equipment (including
appliances) acquired under this Agreement will be new and of good quality. You also
warrant that any new construction performed in conjunction with the Work will conform
to the following: (i) Section 504 of the Rehabilitation Act of 1973 (24 CFR § 8); (ii) the
Fair Housing Act, as amended (24 CFR § 100); (iii) the requirements of the Model
Energy Code published by the International Code Council; and (iv) all applicable County
of Maricopa building codes. For each housing unit in any way assisted under this
Agreement, you will certify that the unit meets all property standards, described in
Section 7 throughout the Period of Affordability.
7.3 Inspections. The project must meet the property standards in § 92.251, upon
completion and must maintain the housing compliance and in accordance with 24 CFR §
92, including without limitation § 92.251 as required by 24 CFR § 92.504 during the
Period of Affordability.
8. Affordability.
8.1 General. You will ensure that all housing assisted under this Agreement meets
the affordability requirements of 24 CFR § 92, including without limitation, 24 CFR §
92.252, as applicable, that are further described in Exhibit D: Affordability
Requirements. In accordance with 24 CFR § 92.503, you will repay to us any HOME
funds provided to you that is invested in housing that does not meet the affordability
requirements or is invested in a project that is terminated before completion. Failure to
comply with the affordability requirements is a material breach of this Agreement and
will require you to repay us all funds invested in the non-compliant housing unit(s)
during the affordability period.
8.2 Surviving Provision. Section 8 of this Agreement survives pending completion
of final audits and then terminates the conclusion of the Period of Affordability for each
housing unit assisted in conjunction with the Work.

8.3 Recaptured Funds. All funds provided are subject to recapture if the housing
assisted in conjunction with the Work no longer meets the affordability requirements. All
recaptured funds will be forwarded to us in accordance with 24 CFR § 92, including
without limitation, 24 CFR § 92.503.
9. Records and Reports.
9.1 General. Pursuant to 24 CFR § 92, including without limitation, 24 CFR §
92.508 and this Agreement, you will maintain all applicable records and reports related to
the Work for six (6) years after all HOME program requirements are satisfied. You will
accurately maintain and annually provide records demonstrating that:
a. You are the entity that holds right, title, and leasehold interest in the HOME
properties purchased under this Agreement.
b. Participating residents served under this Agreement meet the income
requirements of 92.252 and other criteria required by Federal law; and
c. No unlawful discrimination occurs in the solicitation or selection process of
low-income persons or groups.
d. The financial condition of the rental project is viable (financial statements).
9.2 Project Completion Report. One Project Completion Report is required to be
submitted to the County upon and final inspection which includes approved Uniform
Property Conditions Standards Inspection (UPCS) for each County HOME unit (see
Exhibit C, Attachment 4 and Exhibit E). Within six (6) months of final completion of
the Project you will have to demonstrate to the County that each HOME property meets
the UPCS at the time of initial occupancy and throughout the affordability period.
9.3 Reports. You will submit to us a quarterly Contract Performance Report and
Match log.
9.4 Reporting Obligation. Your obligation to file reports continues throughout the
Period of Affordability; even if you are paid the total Contract Amount for the Work
prior to the expiration of Period of Affordability, you will still submit the required reports
in accordance with Section 9 of this Agreement. Your submission of a late report or your
failure to deliver a report to us is a failure of your obligations under this Agreement. You
will provide to us copies of the reports when they are due to us under this Agreement or
at any time upon our request.
9.5 Record Retention.
a. This provision applies to all financial and programmatic records, supporting
document, statistical records and other records of the A.R.M of Save the
Family that are related to this Agreement.
b. A.R.M of Save the Family shall retain all records relevant to this Agreement
as prescribed by 24 CFR § 92.508 for a minimum of six (6) after expiration
of the period of affordability or until after the resolution of any audit
questions which could be more than six (6) years, whichever is longer, and
the Department, federal and State auditors and any other persons duly
authorized by the Department shall have full access to, and the right to

examine, copy and make use of any and all of the records.
9.6 Financial Records. You will maintain all financial records and accounting systems
required by applicable federal regulation or directive. In addition, you will provide
annual audited financial statements or required single audit reports as applicable. You
agree that we and HUD may monitor, audit, and inspect your records and accounting
systems at any time in accordance with Section 10 of this Agreement.
9.7 Changes to Reporting Requirements. We reserve the right to change the
reporting requirements required under this Agreement as is reasonably necessary to come
into compliance with applicable HOME program regulations. You agree to come into
compliance with such reasonable changes upon receipt of notice from us.
9.8 Surviving Provision. Section 9 of this Agreement survives the expiration or
termination of this Agreement and the conclusion of the Period of Affordability for each
housing unit assisted in conjunction with the Work.
10. Inspections and Audits. In order to determine compliance with this Agreement, you
agree to allow the County and HUD, as well as representatives of both agencies, to
perform random inspections and audits upon reasonable notice to you. Inspections and
audits under this Agreement require that you make your offices, program, and related
records available to us during normal business hours. Records related to the performance
of your Work under this Agreement may be inspected including, but not limited to, the
records outlined in Section 9 of this Agreement. You agree that you will cooperate
during any inspection or audit. The location of the audit will be chosen by the agency
performing the audit. Nothing herein will be construed to require access to privileged or
confidential information as set forth in federal or state law.
11. Insurance Requirement.
11.1 A.R.M. of Save the Family shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. rating of rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies who 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.
11.2 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 Agreement is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this Agreement.
11.3 A.R.M. of Save the Family’s insurance shall be primary insurance as respects
County, and any insurance or self-insurance maintained by County shall not contribute to
it.

11.4 Any failure to comply with the claim reporting provisions of the insurance
policies or any breach of an insurance policy warranty shall not affect coverage afforded
under the insurance policies to protect County.
11.5 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. A.R.M. of Save the
Family shall be solely responsible for the deductible and/or self-insured retention and
County, at its option, may require A.R.M. of Save the Family to secure payment of such
deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
11.6 County reserves the right to request and to receive, within 10 working days,
certified copies of any or all of the herein required insurance certificates. County shall not
be obligated to review policies and/or endorsements or to advise A.R.M. of Save the
Family of any deficiencies in such policies and endorsements, and such receipt shall not
relieve A.R.M. of Save the Family from, or be deemed a waiver of County’s right to
insist on strict fulfillment of A.R.M. of Save the Family’s obligations under this
Agreement.
11.7 The insurance policies required by this Agreement, except Workers’
Compensation, shall name County, its agents, representatives, officers, directors, officials
and employees as Additional Insured’s.
11.8 The policies required hereunder, except Workers’ Compensation, 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
A.R.M. of Save the Family’s work or service.
11.9 The A.R.M. of Save the Family’s policies shall stipulate that the insurance
afforded the A.R.M of Save the Family shall be primary insurance and that any insurance
carried by the County, its agents, officials, employees or the State of Arizona shall be
excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).
11.10 Coverage provided by the A.R.M. of Save the Family shall not be limited to the
liability assumed under the indemnification provisions of this Agreement.
11.11 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $2,000,000 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.
11.12 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property
damage of not less than $2,000,000 each occurrence with respect to any of the A.R.M. of
Save the Family’s owned, hired, and non-owned vehicles assigned to or used in
performance of A.R.M. of Save the Family’s work or services under this Contract.
11.13 Workers’ Compensation:
a. Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction of A.R.M. of Save the Family’s
employees engaged in the performance of the work or services under this
Agreement; and Employer’s Liability insurance of not less than $1,000,000
for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
b. A.R.M. of Save the Family waives all rights against County and its agents,
officers, directors and employees for recovery of damages to the extent
these damages are covered by the Workers’ Compensation and Employer’s
Liability or commercial umbrella liability insurance obtained by A.R.M. of
Save the Family pursuant to this Agreement.
11.14 Sexual Molestation And Physical Abuse:
When services involve working with these groups of individuals, the insurance
requirements in the Agreement need to be revised to include coverage for "sexual
molestation and physical abuse". Coverage for this type of claim, or allegation, is
excluded from standard general liability policies. Therefore, A.R.M. of Save the Family
whose services include working with and/or caring for children/elderly and disabled
persons should have their policies specifically endorsed to include this coverage.
11.15 Commercial General Liability – Occurrence Form:
Policy shall include bodily injury, property damage and broad form contractual liability
coverage.
11.16 The policy shall be endorsed to include coverage for physical/sexual abuse
and molestation.
11.17 The policy shall be endorsed to include the following additional insured language:
"(Maricopa County), its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers
shall be named as additional insureds with respect to liability arising out of the activities
performed by, or on behalf of A.R.M. of Save the Family".
Minimum Limits:
General Aggregate $2,000,000
Each Occurrence Limit $1,000,000
Sexual Abuse/Molestation $1,000,000

11.18 Builder’s Risk (Property) Insurance.
A.R.M. of Save the Family shall purchase and maintain, on a replacement cost basis,
Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount
of the initial Agreement 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, A.R.M. of Save the Family and all of A.R.M. of Save the Family’s
subcontractors and sub‐subcontractors in the work during the life of the Agreement and
course of construction, and shall continue until the work is completed and accepted by
County. For new construction projects, A.R.M Save the Family agrees to assume full
responsibility for loss or damage to the work being performed and to the structures under
construction. For renovation construction projects, A.R.M. of Save the Family agrees to
assume responsibility for loss or damage to the work being performed at least up to the full
Agreement amount, unless otherwise required by the Agreement documents or
amendments thereto.
a. 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, 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 Agreement.
b. Builders’ Risk insurance must provide coverage from the time any covered
property comes under the A.R.M. of Save the Family’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.
c. If the Agreement requires testing of equipment or other similar operations,
at the option of County, A.R.M. of Save the Family will be responsible for
providing property insurance for these exposures under a Boiler Machinery
insurance policy or the Builders’ Risk Insurance policy.
11.19 Certificates of Insurance:
a. Upon Agreement execution, A.R.M. of Save the Family shall furnish the
County with valid and complete certificates of insurance or formal endorsements
as required by the Agreement, issued by A.R.M. of Save the Family’s insurer(s),
as evidence that policies providing the required coverage, conditions and limits
required by this Agreement are in full force and effect. Such certificates shall
identify this Agreement number and title.
b. Prior to commencing work or services under this Agreement, A.R.M. of
Save the Family shall have insurance in effect as required by the Agreement

in the form provided by the County, issued by A.R.M. of Save the Family’s
insurer(s), as evidence that policies providing the required coverage, conditions
and limits required by this Agreement are in full force and effect. Such
certificates shall be made available to the County upon ten (10) business days.
BY SIGNING THE AGREEMENT PAGE THE A.R.M. OF SAVE THE
FAMILY AGREES TO THIS REQUIREMENT AND FAILURE TO MEET
THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
AGREEMENT.
c. In the event any insurance policy(ies) required by this Agreement is (are)
written on a “claims made” basis, coverage shall extend for two years past
completion and acceptance of A.R.M. of Save the Family’s work or services and
as evidenced by annual Certificates of Insurance.
d. If a policy does expire during the life of the Agreement, a renewal
certificate must be sent to County fifteen (15) days prior to the expiration date.
11.20 Cancellation and Expiration Notice:
a. Insurance required herein shall not be permitted to expire, be canceled, or
materially changed without thirty (30) days prior written notice to the County.
b. If A.R.M. of Save the Family provides professional or semi-professional
personal services under this agreement for which malpractice or professional
liability coverage is available, such as medical, psychiatric, or legal services,
A.R.M. of Save the Family shall carry minimum liability coverage of $2,000,000
each occurrence and provide the County with proof of coverage.
11.21 Subcontractors:
A.R.M. of Save the Family’s certificate(s) shall include all subcontractors as insureds
under its policies or A.R.M. of Save the Family shall furnish to the State of Arizona
separate certificates for each subcontractor. All coverages for subcontractors shall be
subject to the minimum requirements identified above.
11.22 Approval:
Any modification or variation from the insurance requirements in any Agreement must
have prior approval from the County whose decision shall be final. Such action will not
require a formal Agreement amendment, but may be made by administrative action.
11.23 Exceptions:
In the event the A.R.M. of Save the Family or sub-contractor(s) is/are a public entity,
then the Insurance Requirements shall not apply. Such public entity shall provide a
Certificate of Self-Insurance.
12. Indemnification.
12.1 General. To the fullest extent permitted by law, and except for the willful
misconduct of County, You shall defend, hold harmless and indemnify County and all of
its officers, employees, agents, and volunteers from and against any and all damages,
claims, losses, liabilities, actions or expenses (including, but not limited to attorneys’

fees, expert witness fees, court costs, and attorneys’ fees and costs of appellate
proceedings) (collectively “Claims”) relating to, arising out of or alleged to have resulted
from this Agreement. Your duty to defend, hold harmless and indemnify County pursuant
to this section shall arise in connection with any claim, damage, loss or expense that is
attributable or alleged to be attributable to bodily injury, sickness, disease, including
death, or to injury to, impairment, or destruction of property, including but not limited to
personal property belonging to you and your employees, arising from or related to this
Agreement, including claims resulting in whole or in part from the acts, errors, mistakes,
omissions, work or services of you or anyone for whose acts you may be legally liable.
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 paragraph. The scope of this
indemnification does not extend to the sole negligence of County. You will be
responsible for primary loss investigation and defense and judgment costs where this
Indemnification applies.
12.2 Your obligations under this section shall survive the expiration or earlier
termination of this Agreement. 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
paragraph.
12.3 Your indemnification of us outlined in Subsection 13.1 above includes when an
audit or review by an agency of the federal, state, or local government results in the
determination that we must reimburse HUD for funds awarded to you under this
Agreement due to your failure to comply with this Agreement or any applicable law or
regulation, including, but not limited to, if any housing supported by the Work does not
meet the affordability requirements for the Period of Affordability as described in this
Agreement. You agree that, should we be required to reimburse HUD funds provided to
you under this Agreement because of your failure to comply with this Agreement or
applicable law or regulation, you will refund us for any monies we must pay to HUD,
including applicable penalty fees. You will reimburse us within thirty (30) days of
receipt of written notice from us.
13. Audits and Reviews.
As a recipient of HOME funds we are subject to audit and review to determine
compliance with applicable laws and regulations. You shall, at your own expense, file
with the Human Services Department, Community Development Division by March 30th,
of each year either audited financial statements prepared in accordance with federal
single audit requirements; or, financial statements prepared in accordance with generally
accepted accounting principles audited by an independent certified public accountant. As
a recipient of our HOME funds, you are also subject to the federal audit requirements of
the Single Audit Act of 1984, as amended (Pub. L. No. 98-502) (codified at 31 U.S.C. §§
7501, et seq.). You shall comply with 2 CFR § 200 et seq., as applicable, and 24 CFR §§
44, 84, 85, 92 and 570 as applicable. Upon completion, such audits shall be made
available for public inspection. Audits shall be submitted within the twelve (12) months
following the close of the fiscal year. You shall take corrective actions within six (6)

months of the date of receipt of the reports. The Department shall consider sanctions as
described in 2 CFR § 200 et seq., if you do not comply with the audit requirements.
14. Audit Disallowances.
14.1 The A.R.M of Save the Family shall, upon written notice thereof, reimburse the
County for any payments made under this Agreement that are disallowed by a federal,
State or County audit in the amount of the disallowance, as well as court costs and
attorney’s fees the County spends to pursue legal action relating to a disallowance. Court
costs and attorney’s fees incurred will be specifically identified as applicable to the
recovery of the disallowed costs in question.
14.2 If the County determines that a cost for which payment has been made is a
disallowed cost, the Department will notify you in writing of the disallowance and the
required course of action, which shall be at the option of the Department, either to adjust
any future claim submitted by A.R.M of Save the Family by the amount of the
disallowance or to require immediate repayment of the disallowed amount by A.R.M of
Save the Family issuing a check payable to the County.
15. Suspension and Termination.
15.1 Termination for Convenience. Except as provided in 24 CFR § 85.43, either party
may terminate this agreement for convenience at any time, as set forth at 24 CFR § 85.44,
by giving sixty (60) days written notice to the other party of such termination. Both
Parties shall agree upon the termination conditions including the effective date of the
termination. The party initiating the termination shall notify the other party in writing
stating the reasons for such termination. In the event of a termination in accordance with
24 CFR § 85.44, the party seeking termination shall give the other 60 business-days prior
written notice. The notice shall be given by personal delivery or by registered or certified
mail, postage prepaid and return-receipt requested.
15.2 Termination or Suspension for cause. In accordance with 24 CFR § 85.43, we
may suspend or terminate HOME funds and seek the return of unexpended funds (less
just compensation for work satisfactorily competed that to date, has not been paid), or the
reimbursement of funds improperly expended, or the recovery of funds improperly
acquired if you materially fail to comply with any term of this Agreement or if you fail to
maintain a good faith effort to carry out the purpose of this Agreement. Instances of a
material failure under this Agreement will include, but are not limited to:
a. Failure to comply with any of the federal, state or local rules, regulations
or provisions referred to, in the Agreement or the statutes, regulations,
executive orders and HUD guidelines, policies or directives as may
become applicable at any time;
b. Failure, for any reason, to fulfill in a timely and proper manner the
obligations described in this Agreement;
c. Ineffective or improper use of funds provided under this Agreement;
d. Improper disposition of resale or recapture proceeds;
e. Improper disposition of program income;

f. Noncompliance with applicable financial record requirements, accounting
principles, or standards,
g. Noncompliance with recordkeeping, records retention or reporting
requirements.
h. Submission of reports that are incorrect or incomplete in any material
respect;
i. You become insolvent or are a party to any voluntary bankruptcy or
receivership proceeding, you make an assignment for a creditor, or there is
any similar action that affects your capability to perform under the
Agreement;
j. You are the subject of a petition for involuntary bankruptcy not removed
within (sixty) 60 days; or
k. Conducting business in an unethical or illegal manner.
l. The County has the right to terminate this Agreement upon twenty-four
(24) hour notice when the County deems the health or welfare of the
service recipients are endangered or your non-compliance jeopardizes
funding source financial participation.
m. Notwithstanding anything to the contrary contained herein, prior to
County taking any action pursuant to this Section 16.2, County shall
provide written notice of A.R.M of Save the Family’ material failure
under this Agreement to AHP Housing Fund 106, LLC (the “Investor
Member”) at the address provided in Section 49. The Investor Member
shall have the right to cure such material failure within 15 days after
receipt of written notice by County.
15.3 Disposition of Funds upon Suspension/Termination: Notwithstanding the
suspension or termination of this Agreement, or the final determination of the proper
disposition of funds, you shall, without intent to limit or with restrictions, be subject to
the following:
a. All awards of funding shall be immediately revoked, and any approvals
related to the project described in the Special Provision or Work Statement
shall be deemed revoked and canceled. Thereby, any entitlements to
compensation after suspension or termination of this Agreement are similarly
revoked and unavailable.
b. Not be relieved of any liability or responsibility associated with the Special
Provision or Work Statement.
c. Acknowledge that suspension or termination of this Agreement does not
affect or terminate any rights against A.R.M of Save the Family at the time of
suspension or termination, or that may accrue later. Nothing herein shall be
construed to limit or terminate any right or remedy available under contract or
rule.
Wavier of a breach or default of any term, covenant, or condition of this Agreement or
any federal, state, or local law, rule, or regulation shall not operate as a waiver of any
subsequent breach of the same or any other term, covenant, condition, law, rule, or
regulation.

16. Arizona Law.
16.1 A.R.S. § 38-511. We may terminate this Agreement pursuant to A.R.S. § 38-
511, within three (3) years after the execution of this Agreement, without penalty or
further obligation, if any person significantly involved in initiating, securing, drafting, or
creating the Agreement for us becomes an agent or employee for you. Such termination
is effective when you receive written notice of the termination.
16.2 A.R.S. § 42-17106. Pursuant to A.R.S. § 42-17106, we are a governmental
agency which relies upon the appropriation of funds by our governing body to satisfy our
obligations. We represent that we intend to pay all monies due under this Agreement if
such funds have been legally appropriated. If we reasonably determine that we do not
have the funds to meet our obligations under this Agreement, we will have the right to
terminate the Agreement without penalty on the last day of the fiscal period for which
funds were legally available. In the event of such termination, we agree to provide
written notice to you of our intent to terminate thirty (30) days prior to the termination
date
17. Remedies. Each party may exercise all available legal and equitable rights and remedies
on account of any breach or default of this Agreement, including, without limitation, an
action for specific performance of this Agreement or the non-defaulting party may
terminate the Agreement and the termination will be effective immediately upon notice to
the defaulting party or as provided under this Agreement or applicable law. Neither party
will be liable for incidental, special, or consequential damages in terminating this
Agreement.
18. Reversion of Assets. Upon the expiration or termination of this Agreement, you must
remit to us any HOME funds on hand at the time and any accounts receivable attributable
to the use of HOME funds.
19. Anticipatory Repudiation. Whenever we in good faith have reason to question your
intent to perform, we may demand that you give a written assurance of your intent to
perform. In the event that the demand is made and you do not give us written assurance
within ten (10) days after receipt of the demand, we may treat this failure as an
anticipatory repudiation of the Agreement and a material failure of this Agreement.
20. Religious Organizations/Activities. You may use HOME funds as described in 24 CFR
§ 92.257. In the performance of the Work, you may not engage in inherently religious
activities, such as worship, religious instruction or proselytization. If you conduct such
activities, the activities must be offered separately, in time or location, from the
assistance funded under this Agreement, and participation must be voluntary for the
beneficiaries of the assistance provided. You will not, in providing program assistance,
discriminate against a program beneficiary or prospective program beneficiary on the
basis of religion or religious belief. You may not use HOME funds for the acquisition,
construction or rehabilitation of structures to the extent that those structures are used for

inherently religious activities. You may use HOME funds for the acquisition and
construction or rehabilitation of structures only to the extent that those structures are used
for conducting eligible activities under the HOME program. Where a structure is used for
both eligible and inherently religious activities, you may not use HOME funds in
amounts that exceed the cost of those portions of the acquisition and construction or
rehabilitation that are attributable to eligible activities in accordance with the cost
accounting requirements applicable to HOME funds in 24 CFR § 92.
21. Independent Contractor. Both parties agree that in performing your respective duties
and responsibilities under this Agreement, you are an independent contractor and all
persons employed by you, either directly or indirectly, are your employees, not our
employees. Accordingly, you are responsible for payment of all applicable taxes arising
out of your activities under this Agreement, including without limitation, federal and state
income tax withholding, Social Security tax, unemployment insurance taxes, and any
other taxes or business license fees as required. Your employees will not be regarded as
our employees or agents for any purpose, including the payment of unemployment or
workers’ compensation.
22. Compliance with Federal, State, and Local Law. As a recipient of HOME funds, you
will comply with and stay fully informed of all Federal, State, and local laws and
regulations applicable to the Agreement and the Work, including, but not limited to, the
specific laws enumerated in this Section 18, and you agree to comply with the same at
your own expense. You bear full responsibility for training, safety, and providing
necessary equipment to your employees to achieve compliance. Upon our request, you
will demonstrate to us to our satisfaction any programs, procedures, and other activities
used to ensure compliance. You will comply with all Federal laws and regulations under
24 CFR § 92 as applicable to the Work and this Agreement including specifically, but not
limited to, those set forth in 24 CFR § 92 Subpart G and Subpart H.
23. Marketing and Outreach. If the Work contains five (5) or more County HOME
assisted housing units, you will follow the Affirmative Marketing and Minority and
Women’s Business Enterprise policies in Exhibit F: Attachment 1 and 2, as further
described in 24 CFR § 92.351.
24. General Federal Requirements. All federal requirements in 24 CFR § 5, Subpart A and
the nondiscrimination requirements of Section 282 of the HOME Investment Partnership
Act as set forth in 24 CFR § 92.350.
25. U.R.A. and Real Property Acquisition. A displaced person (defined in paragraph (c)(2)
of 24 CFR § 92.353) must be provided relocation assistance at the levels described in,
and in accordance with the requirements of The Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970 (42 U.S.C. 4201-4655) and the implementing
regulations at 49 CFR § 24 and 24 CFR § 92.353.
26. Labor Requirements. If more than eleven units are developed in this contract, all labor
requirements set forth in 24 CFR § 92.354, and if applicable, all construction contracts
will contain all required wage provisions, including but not limited to, those required

under: the Davis-Bacon Act (40 U.S.C. 276a-5), as amended; the Contract Work Hours
and Safety Standards Act (40 U.S.C. 327-333), as amended; the Copeland “Anti-
kickback” Act of 1986, as amended; the Fair Labor Standards Act of 1938, as amended;
and the provisions of 24 CFR § 24 regarding Government-wide Debarment and
Suspension, as amended. You warrant that you shall pay all its employees who are
performing work or providing services under this Agreement 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, regulation or Executive Order 13658.
27. 2 CFR § 200. The requirements applicable to for-profit agencies receiving HOME
funding and the following requirements of 2 CFR § 200 and 24 CFR § 84, as applicable:
§§ 84.2, 84.5, 84.13 - 84.16, 84.21, 84.22, 84.26 - 84.28, 84.30, 84.31, 84.34 - 84.37,
84.40 - 84.48, 84.51, 84.60 - 84.62, 84.72, and 84.73. (OMB Circulars may be obtained from:
Executive Office of the President, Publication Service, 725 17th Street, N.W. Suite G-2200, Washington, DC 20503;
telephone (202) 395-7332; and http://www.whitehouse.gov/omb/circulars_default.)
28. Drug-Free Workplace. We have adopted a policy establishing a drug-free workplace
for ourselves and those doing business with us to ensure the safety and health of all
persons working on our contracts and projects. You will require a drug-free workplace
for all of your employees and subcontractors working under this Agreement.
Specifically, you will notify all of your employees working under this Agreement in
writing that they are prohibited from the manufacture, distribution, dispensation,
possession, or unlawful use of a controlled substance in the workplace. You agree to
prohibit the use of intoxicating substances by all of your employees and you will ensure
that your employees do not use or possess illegal drugs while in the course of performing
their duties. For more information, see Exhibit G: Contractor Certifications.
29. Immigration Reform & Control Act of 1986. You will comply with the Immigration
Reform and Control Act of 1986 (IRCA) in your performance under this Agreement and
will permit us and our agents to inspect applicable personnel records to verify such
compliance. You will ensure and keep appropriate records to demonstrate that all
individuals employed under the terms of this Agreement have a legal right to live and
work in the United States.
30. Nondiscrimination. In order to preserve human dignity and respect cultural diversity,
you will take all actions necessary to ensure that all applicants, tenants, employees,
clients, and potential clients are treated fairly, courteously, and without bias. You will
comply with all applicable Federal, State, and local laws related to nondiscrimination,
fair housing, equal opportunity and equal employment opportunity in your work under
this Agreement, including without limitation: Title VII of the U.S. Civil Rights Act of
1964, as amended, section 504 of the Federal Rehabilitation Act, and the Americans with
Disabilities Act (42 U.S.C. § 12101 et seq.).
31. A.R.S. § 41-4401 and A.R.S. § 23-214(A). Under A.R.S. § 41-4401, you warrant to us
that you and each of your subcontractors will comply with, and are contractually
obligated to comply with, all federal immigration laws and regulations that relate to your
employees, and A.R.S. § 23-214(A) (“Immigration Warranty”). A breach of the
Immigration Warranty constitutes a material breach of this Agreement and will subject

you to penalties up to and including termination of this Agreement at our sole discretion.
We retain the right to inspect the papers of your employees and the employees of any
subcontractor who works under this Agreement to ensure that you and the subcontractor
are in compliance with the Immigration Warranty. We may, in our sole discretion,
conduct random verifications of the employment records of you and any subcontractor to
ensure compliance with the Immigration Warranty. You will assist us in conducting any
inspection or random verification. Neither you nor any subcontractor will be deemed to
have materially breached the Immigration Warranty if you or the subcontractor
establishes that you/it has complied with both the employment verification provisions
prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act,
and the E-Verify requirements prescribed by A.R.S. § 23-214(A). See Exhibit G:
Contractor Certifications.
32. A.R.S. § 35-391 et seq. and § 35-393 et seq. You certify that you are in compliance
with A.R.S. § 35-391 et seq. and A.R.S. § 35-393 et seq. as they apply to doing business
with or having a material interest in a company that does business with Sudan and Iran,
respectively. Your certification will remain in effect throughout the Term of this
Agreement. If we determine that you submitted a false certification or representation, or
are otherwise not in compliance with this provision, we reserve the right in our sole
discretion to impose any and all remedies provided by law including immediate
termination of this Agreement. You are responsible to us for all costs necessary to verify
compliance.
33. State Sponsors of Terrorism Prohibited. Per A.R.S. § 35-392, you will not be in
violation of Section 6(j) of the Federal Export Administration Act and subsequently
prohibited by the State of Arizona from selling goods or services to us.
34. You shall procure all permits, insurance, licenses for, and pay the charges and fees
necessary and incidental to, the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. You shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply
with the same. You shall immediately notify both Office of Procurement Services and the
using agency of any and all changes concerning permits, insurance or licenses.
35. A.R.M of Save the Family and its Subcontractors furnishing finished products, materials
or articles of merchandise that will require installation or attachment as part of the
Contract, shall possess any licenses required. You and its Subcontractors are not relieved
of its obligation to possess the required licenses by a subcontracting of the labor portion
of the Contract.
36. Clean Air Act. If the total face value of this Agreement exceeds $100,000, then YOU
agree 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.

37. Environmental and Intergovernmental Review. Completion of the Environmental
Review Record (ERR) is mandatory before taking any physical action on a site or
entering into choice limiting contracts. Only exempt activities such as administration may
be taken and reimbursed by the County prior to receiving a written release of HOME
funds to you. Exempt activities described in 24 CFR § 58.34(a)(1)-(11) are activities that
generally have no physical impact on the environment. If federal funds are involved in an
activity, neither federal nor non-federal funds may be expended or committed by contract
(conditional or not) for property acquisition, rehabilitation, conversion, lease, repair or
construction activities, until HUD and/or County provides written authorization based on
approval of an ERR. You agree not to commit or incur any expenditure for HOME
activities until this environmental review process has been completed. Should it be
determined that you incurred expenses in violation of the NEPA requirements, you will
be responsible for the full costs for such expenditures and repayment of any related
reimbursements. You shall provide all necessary assistance to the County in completing
this environmental review process.
Although you must complete the Environmental Review Record (ERR) for the County’s
review, you do not assume the environmental certification responsibilities as described in
24 CFR § 92.352, or responsibilities for initiating the intergovernmental review process
of Executive Order 12372 as described at 24 CFR § 92.357.
38. Project Requirements. You agree that you will comply with the project requirements in
24 CFR § 92 Subpart F, as applicable, in performing the Work under this Agreement.
39. Relationship. This Agreement does not create a joint venture, legal partnership or any
other cooperative or joint arrangement between you and us.
40. Authority. The parties represent and warrant to each other that they each have full
power to enter into and perform this Agreement in accordance with its terms and
conditions, and that the individual executing this Agreement is authorized to do so. This
Agreement constitutes a binding obligation of each party.
41. Successors and Assignment. You will not assign or otherwise transfer, in whole or in
part, this Agreement or any of your rights or duties under the Agreement without first
obtaining our written consent. Any assignment or transfer of this Agreement by you
without our consent will be null and void. All attempts by you to assign any part of this
Agreement without our consent will give us the right, at our option, to terminate the
Agreement. No granting of consent to any assignment will relieve you from any of your
obligations and liabilities under this Agreement. The terms, covenants and conditions of
this Agreement will inure to the benefit of, and be binding upon, the parties hereto and
their respective permitted successors and assigns.
42. No Waiver. Any delay or failure to exercise any right or option in this Agreement does
not constitute a waiver of either party’s rights under this Agreement. Any failure or delay
to exercise a right does not release a party of any of the warranties or other obligations of
the Agreement. No right of this Agreement can be waived unless done so in writing by
the waiving party. The County’s acceptance of performance that is not in strict

compliance with the terms herein does not constitute waiver of strict compliance of future
compliance
43. Entire Agreement and Amendments. This Agreement, along with its Exhibits and
Attachments, represents all the terms and conditions agreed on by the parties with respect
to its subject matter. The Agreement replaces and supersedes any previous agreements,
representations, understandings, and negotiations of the parties, oral or written, with
respect to the subject matter of this Agreement. Amendments to the Agreement will only
be done by a written instrument signed by both parties. You must receive prior written
approval from the County for all program amendments involving changes in the scope of
the work, completion dates of project phases, location of approved activities, or budget.
You will document any changes or Amendments to this Agreement in your records as a
part of the requirements set forth in this Agreement. Your request for an amendment must
be made to the Assistant Director, Community Development and must be made on the
HOME Amendment Request Form attached to this Agreement as Exhibit A,
Attachment 7. All amendments to this Agreement shall be in writing, signed by
authorized signers for both Parties and be requested to the County no later than ninety
(90) days prior to Agreement expiration.
44. Further Documents and Acts. Both parties agree to 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, but not limited to, any documents required by us to secure the
funding provided under this Agreement, such as a promissory note, deed of trust, use
restrictions or other legal documents. The parties agree that, if applicable, the
affordability requirements of 24 CFR § 92.252 will be enforced by deed restrictions the
form of which is attached as Exhibit B: Declaration of Covenants, Conditions and
Restrictions. You agree and acknowledge that the County reserves the right to amend the
form document (attached to this Agreement as Exhibit B) in order to come into
compliance with applicable laws and regulations and/or protect our financial interests
prior to execution of the form documents.
45. Acknowledgements and Use of Name. You will acknowledge the contribution of the
County of Maricopa HOME Program in all related publications during the Term of this
Agreement; you will not use our name in any other manner without our prior written
consent. You are not permitted to use the County of Maricopa logo in any publications,
marketing, or any other type of media without prior written authorization from us.
46. Certifications. You will comply with all certification requirements as described and
executed in Exhibit G: Contractor Certifications.
47. Notice. All notices to be given pursuant to this Agreement will be delivered to the
addresses listed in this Section. Notice will be personally delivered, sent via certified or
registered mail (postage prepaid), sent via overnight courier, or via fax. Notices that you
send to us will be addressed to:
Notices that you send to us will be addressed to:

Community Development Assistant Director
234 N. Central Ave., Third Floor,
Phoenix, AZ 85004
Attention: Amy Jacobson
Phone Number: 608-506-1528
Notices that we send to you will be addressed to:
A.R.M of Save the Family
Jacki Taylor, Chief Executive Officer
125 E. University Drive
Mesa, AZ 85201
Phone Number: 480-898-0228 ext.212
Receipt of any notice or communication under this Agreement means actual receipt, or two (2)
business days after the notice or communication is deposited with the U.S. post office for
delivery to the appropriate above listed address, whichever occurs first.
48. Subcontracting. You may not subcontract any part of your Work under this Agreement
without our express written permission. If you receive authorization to subcontract, it is
agreed that all subcontractors performing work under this Agreement will comply with its
provisions. Further, all agreements between you and your subcontractors will provide
that the terms and conditions of this Agreement be incorporated therein.
49. No Third Party Beneficiaries. This Agreement is intended for the exclusive benefit of
the parties. Nothing set forth in this Agreement is intended to create, or will create, any
benefits, rights, or responsibilities in any third parties.
50. Federal Excise Taxes. We are exempt from paying certain Federal Excise Taxes and
will furnish an exemption certificate to you upon request. We are not exempt from State
and local sales and use taxes.
51. Amounts Due to the County of Maricopa. You will remain current in all obligations
due to us during your performance of the Work under this Agreement. Obligations due to
us include all monies due to any department of the County of Maricopa, whether related
to the Work or not, including, but not limited to, Business Services, Tax Audit &
Collections, Utilities, and Code Compliance.
52. Background Check. We may conduct criminal, driver history, and all other requested
background checks of your employees who would perform work under the Agreement or
who will have access to our information, data, or facilities. The background checks will
be performed in accordance with our current background check policies. You will
immediately, upon receipt of notice from us, replace any officer, employee, or agent that
fails the background check such that they are no longer performing work under this
Agreement.

53. Security Clearance and Removal of Employees. We have final right, based on security
reasons to determine: (i) when security clearance of your employees is required; (ii) the
nature of the security clearance, up to and including fingerprinting your personnel; and
(iii) whether or not any individual or entity may provide work under this Agreement. If
we object to any of your employees for any reasonable cause, then you will, upon notice
from us, remove any such individual from the performance of work under this
Agreement.
54. Safeguarding of Our Property. You will be responsible for any damage to our real
property and damage or loss to our personal property when such property is the
responsibility of or in the custody of you, your employees, or your representatives.
55. Warranty of Rights. You warrant that you have title to, or the right to allow us to use,
any materials and services being provided in conjunction with your Work, and that we
may use same without suit, trouble, or hindrance from you or a third party.
56. Proprietary Indemnification. You will, without limitation, at your expense defend us
against all claims asserted by any person that anything provided by you infringes a
patent, copyright, trade secret or other intellectual property right and will, without
limitation, pay the costs, damages and attorneys' fees awarded against us in any such
action, or pay any settlement of such action or claim. Each party agrees to notify the other
promptly of any matters to which this provision may apply and to cooperate with each
other in connection with such defense or settlement. If a preliminary or final judgment
will be obtained against our use or operation of the items provided by you hereunder or
any part thereof by reason of any alleged infringement, you will, at your expense and
without limitation, either (a) modify the item so that it becomes non-infringing; (b)
procure for us the right to continue to use the item; (c) substitute for the infringing item
other item(s) having at least equivalent capability; or (d) refund us an amount equal to the
price paid, less reasonable usage, from the time of installation acceptance through
cessation of use, which amount will be calculated on a useful life not less than five (5)
years, and plus any additional costs we may incur to acquire substitute supplies or
services.
57. Force Majeure. Failure by either party to perform its duties and obligations will be
excused by unforeseeable circumstances beyond its reasonable control, including acts of
nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental
regulation. The party, whose performance is so affected will, within five (5) days, notify
the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected will also take all reasonable steps, promptly and diligently, to
prevent such causes if it is feasible to do so, or to minimize or eliminate the effect
thereof. The delivery or performance date will be extended for a period equal to the time
lost by reason of delay, plus such additional time as may be reasonably necessary to
overcome the effect of the delay, provided however, under no circumstances will delays
caused by a force majeure extend beyond one hundred-twenty (120) days from the
scheduled delivery or completion date of a task.

58. Public Records. You acknowledge that we are a public entity, subject to Arizona’s
public records laws (A.R.S. § 39-121 et seq.) and that any documents related to this
Agreement may be subject to disclosure pursuant to State law in response to a public
records request or to subpoena or other judicial process. You also acknowledge that the
public may be provided access to the records related to this Agreement in accordance
with HOME program regulations and guidelines.
59. Non-exclusivity. We, in our sole discretion, reserve the right to request the work set
forth herein from other sources when deemed necessary and appropriate. No exclusive
rights are encompassed through this Agreement.
60. Grant Administration. In accordance with federal regulations, including 24 CFR § 92,
we are responsible for ensuring the administration of HOME Program funds in
accordance with all program requirements.
61. Agreement Administration. The Agreement will be administered by our Assistant
Director Community Development and his/her authorized representative(s); refer all
questions regarding the Agreement to that person.
62. Management Contingency. You will notify us of any significant program or staffing
changes, which could materially affect this Agreement or the Work.
63. Surviving Provisions. Notwithstanding any completion, termination, or other expiration
of this Agreement, all provisions which, by the terms of reasonable interpretation thereof,
set forth rights and obligations that extend beyond completion, termination, or other
expiration of this Agreement, will survive and remain in full force and effect. Except as
specifically provided in this Agreement, completion, termination, or other expiration of
this Agreement will not release any party from any liability or obligation arising prior to
the date of termination.
64. A.R.S. § 38-504. Pursuant to A.R.S. § 38-504, a current or former public officer or
employee within the last twelve (12) months will not represent another organization
before us on any matter for which the officer or employee was directly concerned and
personally participated in during their service or employment or over which they had a
substantial or material administrative discretion. Further, while employed by us and for
two (2) years thereafter, public officers or employees are prohibited from disclosing or
using, without appropriate authorization, any confidential information acquired by such
personnel in the course of their official duties.
65. Risk of Loss. You agree to bear all risk of loss, injury, or destruction of goods or
equipment incidental to providing the Work and such loss, injury, or destruction will not
release you from any obligation under this Agreement.
66. Permits and Licenses. You will procure all permits and licenses, and pay all charges
and fees necessary and incidental to the lawful conduct of business.

67. Severability. If any term, provision, covenant or condition of this Agreement is held to
be invalid, unenforceable or void, the remainder of this Agreement will remain in full
force effect.
68. Right to Recover. You will do nothing to prejudice our right to recover against third
parties for any loss, destruction, or damage to our property. At our request and expense,
you will furnish us with reasonable assistance and cooperation, including in the
prosecution or defense of suit and the execution of instruments of assignment in our favor
in obtaining recovery.
69. Continuation During Disputes. You agree that during any dispute between the parties,
you will continue to perform your obligations under this Agreement until the dispute is
settled, we instruct you to cease performance, you are enjoined or prohibited by judicial
action, or otherwise required or obligated to cease performance by other provisions in this
Agreement.
70. Conflict of Interest. The parties agree that this Agreement and the obligations of the
parties is subject to the Conflict of Interest requirements of the HOME program,
including, as applicable: 24 CFR § 85.36, 24 CFR § 84.42, 24 CFR § 92.356, and
HOMEfires Volume 2, Number 2.
71. Provisions Required by Law. Any provision required by law to be in this Agreement is
a part of this Agreement as if fully stated in it.
72. Governing Law. Any dispute with respect to this Agreement and the rights and duties
created by this Agreement will be governed by the laws of the State of Arizona and
litigated in a court of competent jurisdiction in Maricopa County, Arizona. The parties
agree that, if applicable, should a dispute created by this Agreement be governed by
Federal law, the issue will be litigated in a Federal Court of competent jurisdiction in
Maricopa County, Arizona. The parties will not raise, and hereby waive, any defenses
based on venue, inconvenience of forum, or lack of personal jurisdiction in any action or
suit brought in accordance with this Agreement. The parties acknowledge that they have
read and understand this clause and agree voluntarily to its terms.
73. Definitions. All terms not otherwise defined in this Agreement have the meanings given
to them in 24 CFR § 92.
74. Incorporation of Exhibits and Attachments by Reference. All Exhibits and
Attachments to this Agreement are fully incorporated as though set forth in the body of
this Agreement.
75. Headings. All headings used in this Agreement are only for reference purposes and do
not affect the interpretation of the Agreement.
76. Lobbying. No federal appropriated funds have been paid or will be paid by or on behalf
of the A.R.M of Save the Family 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 contract, 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 contract, grant, loan, or cooperative
agreement.
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 contract, grant, loan or cooperative
agreement, the A.R.M of Save the Family shall complete and submit OMB Form-LLL,
titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31
U.S.C. § 1352.
77. Political Activities Prohibited. None of the funds, materials, property or services
contributed by the County or the A.R.M of Save the Family under this Agreement shall be
used for any partisan political activity, or to further the election or defeat of any candidate
for public office.
78. Grievance Procedure: You shall establish a system through which applicants for, and
recipients of, services may present grievances and may take appeals about eligibility and
other aspects of the work under this Agreement. The grievance procedure shall include
provisions for notifying the applicants for, and recipients of, services of their eligibility or
ineligibility for service and their right to appeal to the County if the grievance is not
satisfied at your level. This system shall include protest procedures for decisions related to
contract awards and requests for reasonable accommodations for persons with disabilities.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)

By executing below, each party acknowledges that it understands, approves, and accepts all of
the terms of this Agreement and the attached Exhibits and Attachments.
A.R.M of Save the Family
(Described as “you” or “A.R.M OF SAVE THE
FAMILY” throughout the Agreement)
By: ______________________________________
Jacki Taylor, Chief Executive Officer
Address: 125 E. University Drive
Mesa, AZ 85201
Maricopa County
(Described as “we” or “County”
throughout the Agreement)
By: _______________________________________
Clint L. Hickman, Chairman Date
Attested By:
_______________________________________
Clerk of the Board Date
Approved as to form:
By: _____________________________________
Deputy County Attorney Date