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Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 1 of 7 AMENDMENT NO. 3 TO THE DEVELOPER AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND GUADALUPE COMMUNITY DEVELOPMENT CORPORATION I. Maricopa County (“County”) administered by its Human Services Department and the Guadalupe Community Development Corporation (GCD) (“Developer”) entered into a financial Developer Agreement (“Agreement”) on or about November 23, 2020. The purpose of the Agreement is for the Developer to develop a single-family, affordable home for sale to a low-income family in Guadalupe. The County provided the Developer with $260,000 in 2020 HOME Investment Partnerships Program (HOME) funds from the U.S. Department of Housing and Urban Development (HUD). The Agreement term is November 18, 2020, through August 31, 2024. All work performed or costs incurred or expended shall be reimbursable through August 31, 2024. The County and the Developer may be referred to individually as the “Party” and collectively referred to as the “Parties.” The Parties fully executed Amendment No. 1 on October 6, 2021. The Amendment extended the Agreement termination date through September 30, 2025. The Amendment also added agreement required language specific to: Force Majeure; Administrative Change Orders; and Compensation. The County provided the Developer with $250,000 in PY2021 HOME funds for 2021 Work Statement for the development of a single-family, affordable home for sale to a low-income family in Guadalupe. Amendment No. 1 also extended the term of the Agreement from August 31, 2024, to September 30, 2025. All work performed or costs incurred or expended shall be reimbursable through September 30, 2025. The Agreement funding amount increased from $260,000 to $510,000. The Parties fully executed Amendment No. 2 on or about February 9, 2022. The Amendment added agreement required language specific to: Insurance; Nondiscrimination; Whistleblower Rights and Subcontracting. The Amendment also revised Section 3 (Work Statement) of the Original Agreement, in the following paragraphs: 2.0 Scope of Work 2.1 Project Description: The Developer shall construct a new 3- or 4- bedroom, 1 and 3/4 bath, 2-car garage, and have a total living space of approximately 1,500 square feet, located at 8234 S Calle Batoua, Guadalupe, Arizona 85283, APN #301-08-019. The project will create a homeownership for a low-income household and foster a healthy living environment. 5.0 (Performance Reporting Goals/Timeline of Activities) revised the Milestones and completion dates. II. The Parties agree to enter into this Amendment No. 3 to amend the Agreement as follows: A. Change Lead Agency Maricopa County Representative: Shawn Pierce, Deputy Director Human Services Department Phone: 602-506-5006 Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 2 of 7 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 paragraph: 56.0 UYGHUR FORCED LABOR PREVENTION ACT (UFLPA) 56.1 The Developer warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: 56.1.1 the forced labor of ethnic Uyghurs in the People's Republic of China. 56.1.2 any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 56.1.3 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. 56.2 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 3 (Work Statement to add the following: 1. Add an additional Work Statement referred to as “2022 Work Statement” attached and incorporated into the Agreement. Through this Work Statement the Developer will provide additional homeownership opportunities for low-income families. The Developer shall construct six single family homes. The County shall provide the Developer with $543,595.79 (EN $500,000; PI $43,595.97) in PY 222 HOME Investment Partnerships Program (HOME) funds from the U.S. Department of Housing and Urban Development (HUD) under ALN 14.239. The County shall also provide the Developer with $1,040,000 American Rescue Plan Act 2021 (ARPA) – State & Local Fiscal Recovery Funds (SLFRF) under ALN 21.027. The total Amendment funding amount shall be $1,583,595.97 All work performed or costs incurred or expended shall be reimbursable through September 30, 2025. D. The Agreement funding amount shall be increased from $510,000 to $1,053,595.79 in HOME funds and $1,040,000 ARPA funds. III. Section II above contains all the changes made by this Amendment No. 3. All other terms and conditions of the Agreement and previously approved Amendments shall remain in full force and effect as executed by the Parties. IV. The Parties have authorized the undersigned to execute this Amendment No. 3 on their behalf, and it shall be effective upon approval and signature by the Parties. Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 3 of 7 IN WITNESS THEREOF, the Parties have signed this Amendment: APPROVED BY: MARICOPA COUNTY Bill Gates Date Chairman, Board of Supervisors APPROVED BY: GUADALUPE COMMUNITY DEVELOPMENT CORPORATION (Developer) Steve Langstaff Date Executive Director Attested to: _ Clerk of the Board Date Approved as to Form: Deputy County Attorney Date Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 4 of 7 HOME Investment Partnerships Program Program Year 2022 & American Rescue Plan Act 2021 – State & Local Fiscal Recovery Funds Project: Avenida del Yaqui Villas Single Family New Construction Type of Property: Single Family Residential 1.0 FUNDING HOME PY2022 FUNDS AMERICAN RESCUE PLAN ACT 2021 (ARPA) – STATE & LOCAL FISCAL RECOVERY FUNDS (SLFRF) TOTAL BUDGET $543,595.97 (EN PY22 $500,000; PI PY22 $43,595.97) $1,040,000 $1,583,595.97 2.0 SCOPE OF WORK 2.1 Project Description: In-fill housing of 6 single-family, new construction units on the vacant lots known currently as 5604 E. Calle Mexico & 5603 E. Calle Iglesia Guadalupe, Arizona 85283, Guadalupe, Arizona (lots will be provided 6 new address when construction starts). The newly constructed homes will be a 3- or 4- bedroom, 1 and 3/4 bath, 2-car garage, and have a total living space of approximately 1,500 square feet. The homes will be fully accessible and conserve water, reduce utility demand and maintenance costs, and foster a healthy living environment. 2.2 Project Purpose: The project will create a homeownership opportunity for a low- income household, an activity that is rated as a “high” priority in the Consolidated Plan. The home design is consistent with the Town of Guadalupe’s General Plan goals for residents to feel a sense of community and be compatible with the residential character of the neighborhood. 2.3 Project Beneficiary: One first-time homebuyer at or below 80% of the area median income. Income eligibility will be verified by the Development staff and will comply with 24 C.F.R §. 92.203(d)(1). The eligible buyers will be required to complete an approved homebuyer education class and homeownership counseling. Down payment assistance may be provided to buyers that qualify, up to $75,500 of the HOME funding award. In addition, other funds (for example, SHOP, LIFT, and WISH) may be available to the buyer, based on eligibility. GCDC will assist the buyer in maximizing their resources. 2.4 GCDC shall maintain staff qualified to perform the duties of the project. GCDC 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 Amendment. The GCDC will be responsible for all communications with the County, providing all updates and as needed reporting. In addition, any complaints will be the responsibility of GCDC. 2.5 Subcontractors: GCDC 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 sub-contractors. GCDC shall select Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 5 of 7 subcontractors in accordance with the Administrative Requirements of this Agreement. GCDC shall contract with responsible and qualified subcontractors to perform the duties of the project. GCDC shall verify the qualifications of each subcontractor through license verification, references, and SAM.gov. 2.6 Period of Affordability: Housing assisted under this Amendment will meet the affordability requirements of 24 C.F.R. 254. The buyer must qualify as low-income, as defined in 24 C.F.R. § 5.609 and 24 C.F.R. § 92.203 and maintain the housing as the principal residence throughout the period of affordability, which shall be for a period of not less than the applicable period specified in 24 C.F.R. § 92.254 (5, 10 or 15 of years) beginning after project completion. 2.7 Legal documents: To ensure compliance with 24 C.F.R. § 92.254 of the HOME regulations, GCDC will record a Deed of Trust with a Recapture Option and a Forgivable Loan Promissory Note, naming the County as Beneficiary. The Note will bear zero percent interest and will be in the form of a forgivable loan which will be forgiven at 100 percent at the end of the Period of Affordability, as long as the property is maintained as the buyer’s principal residence. No payments are required other than to pay the loan in full without penalty whenever the buyer wishes or whenever the homebuyer ceases to occupy the HOME-assisted property, or the HOME-assisted property is sold or otherwise transferred. 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 Housing Activities in a targeted revitalization area 4.0 LOGIC MODEL: PERFORMANCE INDICATORS OUTPUTS INPUTS/ RESOURCES ACTIVITIES PARTICIPATION OUTCOMES OBJECTIVES GCDC staff, funding, private lenders, contractors New construction of 6 single-family houses 6 households Increased affordable housing for a low- income family. Improved neighborhoods and quality of life. Decent housing. 5.0 PERFORMANCE REPORTING GOALS/TIMELINE OF ACTIVITIES MILESTONES: Tasks to be Performed COMPLETION DATE Application/market study Execute Amendment with Maricopa County for HOME funds 12/7/2022 Development Plan Approved-Town of Guadalupe 1/30/2023 Environmental Review approval 12/7/2022 Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 6 of 7 Submit complete application for construction permits 3/1/2023 RFP for construction activities 3/15/2023 Homeownership counseling/buyer preparation 12/30/2023 Construction of project 1/30/2024 Sale of Unit (Pre-sale and during construction) 12/30/2023 Execute Homebuyer Recapture Agreement 2/1/2024 Homebuyer financing secured 7/1/2024 Final inspection by MCHSD 9/15/2024 Certificate of Occupancy 8/30/2024 Final Close-out /Project Completion Form 9/30/2024 Any change to the Timeline will need to be approved by the County. 6.0 SCHEDULE FOR PAYMENT OF DEVELOPMENT FEES: MILESTONES PERCENTAGE OF DEVELOPMENT FEE ALLOWED Acquisition of site/Homebuyer’s selected and approved 25% Construction commencement 25% Certificate of Occupancy 25% Permanent closing/sale to homebuyer 25% 7.0 ACTIVITY BUDGET SUMMARY: ACTIVITY HOME FUNDS ARPA SLFRF OTHER RESOUCE S PROJECT PROCEED S* TOTAL ACTIVITY BUDGET Acquisition Lot 44,000 88,000 132,000 Site Demolition 20,000 40,000 60,000 Development Costs 444,595 842,000 135,900 100,000 1,522,495 Developer fees 20,000 40,000 60,000 Estimated Construction Contingency** 15,000.97 30,000 45,000.97 Match TOTALS $543,595.97 $1,040,000 $135,900 $100,000 $1,819,495. 97 * Remaining Project Proceeds from Maricopa County contracts C22-21-061-01, C-22-21- 061-02 and C22-21-049-01. 7.1 A total of $2,500 will be withheld as retainage from the total amount of HOME funds obligated to each activity/address. $1,500 may be reimbursed upon completion of construction (Certificate of Occupancy) and a signed purchase contract with a qualified buyer. The final $1,000 will be reimbursed when a completion form is submitted by GCDC to the County. Contract No. C-22-21-061-X-03 Amendment No. 3 2022 Work Statement Guadalupe Community Development Corporation Page 7 of 7 8.0 ACTIVITY MATCH: AMOUNT FORM OF MATCH SOURCE $135,900 Non-federal Match Pascua Yaqui Tribe and Town of Guadalupe 9.0 SALES PRICE: 9.1 To ensure the home is affordable for the target income group, the sales price shall be calculated so that the buyer’s monthly housing expenses (including principal, interest, property taxes, and home insurance) do not exceed 33% of the buyer’s gross monthly household income, unless there are documented compensating factors. In addition, the housing will have an initial purchase price that does not exceed the HOME Homeownership Value Limits at the time of sale, as determined by Maricopa County (95% of the median purchase price for the area), as described in 24 C.F.R. § 92.254 (a)(2). 9.2 The buyer must obtain a private mortgage loan with a fixed term and interest rate. The 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. 10.0 DISPOSITION OF SALES PROCEEDS: 10.1 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 tracked by the Developer and reported to the County annually and at the request of the County. 10.2 A portion of the sales proceeds may be used to provide the eligible buyer with down payment assistance, including closing costs and principal reduction. 10.3 All Program Income generated from this Amendment shall be used to fund any of the following activities with prior approval of the County: acquisition of land, new construction, rehabilitation, homebuyer financial assistance for additional HOME eligible properties to be sold to qualified low-income families as defined in 24 C.F.R. § 92. The HOME requirements shall continue to apply when the Developer receives and expends Program Income, even if the Program Income funds are earned and expended after the expiration of this Amendment. 11.0 CONVERSION TO RENTAL: If the newly constructed 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 the HOME funds must be repaid to the County.