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Contract No. C-22-21-035-X-02 Amendment No. 2 Newtown Community Development Corporation Page 1 of 10 AMENDMENT NO. 2 TO THE DEVELOPER AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND NEWTOWN COMMUNITY DEVELOPMENT CORPORATION I. Maricopa County (“County”) administered by its Human Services Department and Newtown Community Development Corporation (“Developer”) entered into a financial Developer Agreement (“Agreement”) on or about September 16, 2020. The purpose of the Agreement is to provide funding for Developer to acquire and rehabilitate five (5) single- family houses in Maricopa County’s Urban County cities or County islands. The completed homes will be sold to eligible low-income first-time homebuyers as part of Newtown’s Community Land Trust Program which will ensure the homes remain affordable in perpetuity. The County provided Newtown with $540,000 in U.S. Department of Housing and Urban Development (HUD), HOME Investment Partnerships Program (HOME) Program Year 2020 funds. All work performed or costs incurred or expended shall be reimbursable through August 31, 2024. The County and Newtown are collectively referred to as the “Parties.” The Parties fully executed Addendum No. 1 on August 31, 2021. The purpose of the Addendum is to identify four (4) properties acquired for Project activities. The Parties fully executed Addendum No. 2 on December 30, 2021. The purpose of the Addendum is to identify one (1) property acquired for Project activities. The Parties executed Amendment No. 1 on or about January 21, 2022, to extend the Agreement to September 30, 2025. In addition, it added a Work Statement “2021 Work Statement” and provided the Developer with $334,213.26 in U.S. Department of Housing and Urban Development (HUD), HOME Investment Partnerships Program (HOME) Program Year 2021 funds. The Amendment also added required contract language. The Agreement funding total increased to $874,213.26. II. The Parties agree to enter into this Amendment No. 2 to amend the Agreement as follows: A. Change Lead Agency Maricopa County Representative: Shawn Pierce, Deputy Director Human Services Department Phone: 602-506-5006 E-Mail: shawn.pierce@maricopa.gov Address: 234 North Central, 3rd Floor Phoenix AZ 85004 B. Revise Section 1 (General Provisions) to add the following new paragraphs: 56.0 SYSTEM FOR AWARD MANAGEMENT The Developer shall have a valid Unique Entity Identifier (UEI) number and an active profile in the federal System for Award Management, or www.SAM.gov Documentation of the UEI Number must be included in all project files. Contract No. C-22-21-035-X-02 Amendment No. 2 Newtown Community Development Corporation Page 2 of 10 57.0 UYGHUR FORCED LABOR PREVENTION ACT (UFLPA) 57.1 The Developer warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: 57.1.1 the forced labor of ethnic Uyghurs in the People's Republic of China. 57.1.2 any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 57.1.3 any 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. 57.2 If the Developer becomes aware during the term of the Contract that the Company is not in compliance with this paragraph, the Developer shall notify the County within five business days after becoming aware of the noncompliance. Failure of the Developer to provide a written certification that the Developer 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. C. Revise Section 2 (Special Provisions), Paragraph 14.0 (Subcontracts and Vendors) by deleting Subparagraph 14.2 and replacing it with the following: 14.2 Unique Entity Identification (UEI) Number – The Developer and all subcontractors shall have a valid 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. D. Add an additional Work Statement (“2022 Work Statement”) for Developer to acquire and rehabilitate single-family houses in Maricopa County’s Urban County cities or County islands and make available for homeownership for eligible families. The Developer shall also provide down payment assistance for homeownership to eligible families. The expenditure term for this Work Statement shall be for all work performed, or costs incurred or expended reimbursable through September 30, 2025. E. The County shall provide the Developer with a $2,065,257.95 for the 2022 Work Statement activities. The funding for Amendment No. 2 is provided by: 1. $785,257.95 HOME Investment Partnerships Program (HOME) funds under ALN 14.239: (PY19: $250,000; PI-PY22: $176,481.95; PY22: $358,776) to acquire and rehabilitate five (5) single-family houses in Maricopa County’s Urban County Cities or County Islands. 2. $500,000 HOME Investment Partnerships Program (HOME) funds under ALN 14.239 (PY21) to provide down payment assistance to, at minimum, (10) single-family homes participating in the CLT program in conjunction with HOME funds awarded by Maricopa County HOME Consortium Members and Maricopa County Urban County. Contract No. C-22-21-035-X-02 Amendment No. 2 Newtown Community Development Corporation Page 3 of 10 3. $780,000 American Rescue Plan Act (ARPA) Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) under ALN 21.027 provide gap funding to acquire and rehabilitate, at minimum, (4) single-family homes in conjunction with HOME funds awarded by Maricopa County HOME Consortium Members and Maricopa County Urban County. F. The Agreement funding amount shall be increased from $874,213.26 to $2,159,471.21 in HOME funds and $780,000 ARPA funds for an Agreement total of $2,939,471.21. G. Revise Section 4 (Compensation), Paragraph 4.0 (Reimbursement), delete in its entirety and replace with the following: 4.0 REIMBURSEMENT The County shall increase the Agreement funding amount to a total not-to- exceed Two Million, Nine Hundred Thirty-Nine Thousand, Four Hundred Seventy-One and Twenty-One Cents ($2,939,471.21) subject to the terms of this Agreement and availability of funding. III. Section II above contains all the changes made by this Amendment No. 2. All other terms and conditions of the Agreement and previously approved Amendment shall remain the same and in full force and effect as approved and amended. IV. The Parties have authorized the undersigned to execute this Amendment No. 2 on their behalf, and it shall be effective upon approval and signature by both Parties. Signatures are contained on following page Contract No. C-22-21-035-X-02 Amendment No. 2 Newtown Community Development Corporation Page 4 of 10 IN WITNESS THEREOF, the Parties have signed this Amendment: APPROVED BY: MARICOPA COUNTY Bill Gates Date Chairman, Board of Supervisors APPROVED BY: NEWTOWN COMMUNITY DEVELOPMENT CORPORATION (Developer) Stephanie Brewer Date Executive Director Attested to: _ Juanita Garza Date Clerk of the Board IN ACCORDANCE WITH A.R.S. §§ 11-201 11- 251, AND 11-952, THIS AMENDMENT NO. 2 HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED IT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO MARICOPA COUNTY UNDER THE LAWS OF THE STATE OF ARIZONA. Approved as to form: Deputy County Attorney Date Contract No. C-22-21-035-X-02 Amendment No. 2 2022 Work Statment Newtown Community Development Corporation Page 5 of 10 MARICOPA COUNTY HOME Investment Partnerships Program Program Year 2022 & American Rescue Plan Act 2021 – State & Local Fiscal Recovery Funds Project: Urban County Land Trust Program Type of Property: Acquisition and Rehabilitation of 9 Single Family Houses & Down Payment Assistance for 10 Single Family Houses 1.0 FUNDING HOME PY2022 FUNDS AMERICAN RESCUE PLAN ACT 2021 (ARPA) – STATE & LOCAL FISCAL RECOVERY FUNDS (SLFRF) OTHER RESOURCES TOTAL BUDGET $1,285,257.92 (EN PY22 $358,776; PI PY22 $176,481.95; EN PY19 RE $250,000; EN PY21 RE $500,000) $780,000 $3,044,453 $4,609,710 2.0 SCOPE OF WORK 2.1 Project Description: The Developer will use HOME funds in the amount of $785,257.92 to acquire and rehabilitate seven (5) single-family houses in Maricopa County’s Urban County Cities or County Islands and; Will use ARPA SLFRF in the amount of $780,000 to provide gap funding to acquire and rehabilitate, at minimum, (4) single-family homes in conjunction with HOME funds awarded by Maricopa County HOME Consortium Members and Maricopa County Urban County and; Will use HOME funds in the amount of $500,000 to provide down payment assistance to, at minimum, (10) single-family homes participating in the CLT program in conjunction with HOME funds awarded by Maricopa County HOME Consortium Members and Maricopa County Urban County. This project is a scattered-site single-family homeownership project. The Parties agree to execute an addendum at the time the property is identified. An Addendum to this Agreement identifying individual properties by street address for participation in the Developer's Community Land Trust Program (CLT) will be executed before funding is made available regarding each property. Funds will be paid to the Developer only after it has met the commitment requirements as set forth in 24 C.F.R. § 92.2 (1) and (2), respectively, and is prepared to commence rehabilitation within twelve months. Contract No. C-22-21-035-X-02 Amendment No. 2 2022 Work Statment Newtown Community Development Corporation Page 6 of 10 Funds for rehabilitation are obligated by completing a detailed set of specifications (work write-up) and completing a detailed rehabilitation cost estimate based upon those specifications. The cost estimate may include a contingency for construction change orders. The Developer must inspect each property prior to occupancy and at project completion to ensure compliance with applicable standards and codes. Each property must be free from any defects that pose a danger to the health and safety of occupants and must meet written rehabilitation standards and local codes and ordinances at project completion. Copies of the final inspection report must be retained in the project files and submitted to the County upon submitting a completion report. Completed homes will be sold to eligible low-income first-time homebuyers. Properties will be acquired using the Developer’s line of credit, following completion of environmental review requirements. In addition to the requirements set forth in Section 4 (Compensation), the Developer will execute a Deed of Trust and Note provided by the Administrator and naming the County as the Beneficiary in order to secure any funds provided to the Developer as reimbursement for acquisition costs. Upon sale of the property to an eligible buyer, the Administrator will provide a Deed of Release and Re-conveyance (By Beneficiary) for the secured acquisition funds. Resale provisions will be used to ensure compliance with the period of affordability required by HUD at 92.254 of the HOME regulations. The affordability restrictions shall be secured by a Community Land Trust Ground Lease and a Declaration of Affirmative Land Use Restrictions. Completed units shall be sold through the CLT program and under which the buyer shall purchases only the improvements and shall enter a 99-year CLT Ground Lease with the Developer. The CLT Ground Lease shall contain provisions that require that the housing to be used as the buyer's principal residence. The Ground Lease also shall restrict resale/ transfer only to Low- Income buyers. In addition, the CLT Ground Lease shall contain a shared appreciation provision that limits the sale price of the housing and helps ensure affordability for future buyers. A Memorandum of Ground Lease and Right of First Refusal shall be recorded. A "Performance" Deed of Trust also shall be recorded with the Developer as the beneficiary; this is to ensure the Developer is notified in the event the owner of the home attempts to refinance or transfer the property. The shared appreciation provision shall conform to Maricopa HOME Consortium’s Recapture/Resale Provisions. "Fair Return" for leasehold properties is defined as the lessees purchase price, plus 25% of the lessee's share of the increase in leasehold value at time of resale based on a leasehold valuation performed by a duly licensed appraiser. Upon sale to an eligible buyer, a Declaration of Affirmative Land Use Restrictive Covenant for HOME Project shall be executed between the County and the Developer and recorded against the land to secure the Contract No. C-22-21-035-X-02 Amendment No. 2 2022 Work Statment Newtown Community Development Corporation Page 7 of 10 Period of Affordability as required by HUD. The Period of Affordability shall be based on the total amount of HOME funds invested in the housing. Eligible buyers will be required to complete an approved homebuyer education class and homeownership counseling. Eligible buyers also will be required to complete a CLT orientation, at which time the ground lease, resale restrictions, shared equity, and all other provisions of the CLT program shall be fully explained. 2.2 Project Purpose: The Project will create homeownership opportunities for a low- to moderate-income household that is rated as a high priority in the Consolidated Plan. 2.3 Project Beneficiaries: Nine (9) first-time homebuyers at or below 80% of the area median income will benefit from this Project. Beneficiaries’ income eligibility will be verified by the Developer’s staff and will comply with 24 C.F.R §. 92.203(d)(1). 2.4 Eligible buyers will be required to complete an approved homebuyer education class and homeownership counseling. 2.5 Project Staff: The Developer shall maintain staff qualified to perform the duties of the project. The Developer shall immediately notify the County regarding any changes in staff committed to the project. The County reserves the right to review the qualifications of new staff committed to the project after the execution of this Agreement. The Developer will be responsible for all communications with the Maricopa HOME Consortium, providing all updates and as needed reporting. In addition, any complaints will be the responsibility of the Developer. 2.6 Subcontractors: The Developer will oversee every aspect of the project. This oversight includes, but is not limited to, day-to-day operations; preparing budgets; managing the budget, timeline, and change orders; issuing a Request for Proposal and selecting the general contractor and Subcontractors. The Developer shall select Subcontractors in accordance with the Administrative Requirements of this Agreement. The Developer shall contract with responsible and qualified Subcontractors to perform the duties of the project. The Developer shall verify the qualifications of each Subcontractor through license verification, references, and SAM.gov. 2.7 Project Affordability: he family or individual acquiring the housing must qualify as low-income, as defined in 24 C.F.R. § 5.609, and maintain the housing as the principal residence throughout the period of affordability, which shall be for a period of 15 years from the date that the completion report is entered into HUD’s Integrated Disbursement and Information System (IDIS). Resale provisions will be used to ensure compliance with the period of affordability required by HUD at 24 C.F.R. § 92.254 of the HOME regulations. Upon sale to an eligible buyer, a Declaration of Affirmative Land Use Restrictions (LURA) will be executed to secure the Period of Affordability and require the housing to be used as the buyer’s principal residence, as required by HUD. The Contract No. C-22-21-035-X-02 Amendment No. 2 2022 Work Statment Newtown Community Development Corporation Page 8 of 10 LURA will include a due on sale clause to ensure that funds are recaptured if the property is sold during the Affordability Period. 3.0 OBJECTIVES AND OUTCOMES: OBJECTIVE OUTCOMES AVAILABILITY/ ACCESSIBILITY AFFORDABILITY SUSTAINABILITY DECENT HOUSING Single-Family Housing Rehab and Emergency Rehab, Homebuyer Assistance Homebuyer Activities, Acq/Rehab of rental housing, Acq/New Construction of rental housing, Expansion of assisted rental units in the private marketplace Housing Activities in a targeted revitalization area 4.0 LOGIC MODEL: PERFORMANCE INDICATORS OUTPUTS INPUTS/ RESOURCES ACTIVITIES PARTICIPATION OUTCOMES OBJECTIVES Development Staff, Funding and Contractors Acquire and rehabilitate 9 units of Affordable Housing to be held in the CLT and; Provide down payment assistance to 10 of Housing to be held in the CLT. 5 Households in Urban County and; 14 (CLT+DPA) Households in Maricopa County HOME Consortium Member jurisdictions or Maricopa County Urban County. Increased affordable housing for a low- to moderate-income family. Increased homeownership. Improved neighborhoods and quality of life. Decent and affordable housing 5.0 PERFORMANCE REPORTING GOALS/TIMELINE OF ACTIVITIES MILESTONES ESTIMATES COMPLETION - HOME ESTIMATES COMPLETION – ARPA SLFRF Application/market study 12/2021 12/2021 Execute Developer Agreement with Maricopa County for HOME funds 12/2022 12/2022 Environmental Review approval 3/2026 3/2026 Acquisition of properties 4/2023 4/2023 RFP for rehabilitation activities 12/2025 12/2025 Homeownership counseling/buyer preparation 11/2025 11/2025 Rehabilitation 1/2026 1/2026 Contract No. C-22-21-035-X-02 Amendment No. 2 2022 Work Statment Newtown Community Development Corporation Page 9 of 10 Sale of Unit 2/2026 2/2026 Homebuyer financing secured 12/2025 12/2025 Expend Proceeds 2/2026 n/a Final Close-out /Project Completion Form 3/2026 3/2026 Any change to the Timeline will need to be approved by the County. 6.0 ACTIVITY BUDGET SUMMARY: ACTIVITY HOME FUNDS ARPA SLFRF OTHER RESOURCES TOTAL ACTIVITY BUDGET Acquisition 785,257.95 780,000.00 2,034,743.00 3,600,000.95 Rehabilitation 450,000.00 450,000.00 Developer Fee 408,600.00 408,600.00 Down Payment Assist. 500,000.00 500,000.00 Closing costs 115,020.00 115,020.00 Other Soft Costs 36,090.00 36,090.00 Match 0.00 TOTALS $1,285,257.95 $780,000 $2,065,257.95 $4,130,515.95 (1) Cash match dedicated to this Project only. Note: A total of $3,000 per activity will be withheld as retainage from the total amount of HOME funds obligated to each activity until a completion report is submitted to the County. 7.0 ACTIVITY MATCH: AMOUNT FORM OF MATCH SOURCE $422,619 WISH Funds Federal Home Loan Bank of San Francisco 8.0 SALES PRICE: 8.1 To ensure the homes are affordable for the target income group, the sales price shall be calculated so that each buyer’s monthly housing expenses (including principal, interest, property taxes, and home insurance) does not exceed 35% of the buyer’s gross monthly household income, unless there are documented compensating factors. In addition, the housing will have an initial purchase price or estimated after rehabilitation that does not exceed 95% of the median purchase price for the area, as described in 24 C.F.R. § 92.254 (a)(2). Refer to Attachment 3 to this Agreement. 8.2 The buyer must obtain a mortgage loan with a fixed term and interest rate and lender fees may not exceed 5% of the mortgage amount. The income of the buyer shall be determined according to the requirements at 24 C.F.R. § 92.203. 9.0 PROGRAM INCOME: All proceeds generated from the development activities shall be considered Program Income and subject to the Program Income requirements set forth in HOME Program regulations. as defined in 24 C.F.R. § 92. Program Income shall be retained and expended by the Developer for the acquisition and rehabilitation of additional properties under this Contract No. C-22-21-035-X-02 Amendment No. 2 2022 Work Statment Newtown Community Development Corporation Page 10 of 10 Agreement. Program Income shall be tracked by the Developer and reported to the County with each Request for Reimbursement and at the request of the County. 10.0 CONVERSION TO RENTAL: If the home has not been sold to an eligible homebuyer within nine (9) months after the receipt of a Certificate of Occupancy, then it must be converted to a HOME rental unit that complies with all HOME requirements for the period of affordability applicable to such rental units, according to 24 C.F.R. § 92.254(a)(3). If the vacant property is not converted, then HOME funds must be repaid to the County.