220166-CONTRACT-CHICANOS POR LA CAUSA, INC (PROJECT-6TH AVE @ BROADWAY) 06-22-22.PDF
Extracted text (via pymupdf)
104202 characters
SERIAL # 220166-RFP
AFFORDABLE HOUSING DEVELOPMENT
OPPORTUNITIES
220166-RFP
This Contract is entered into this 22nd day of June 2022 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Chicanos Por La Causa, Inc, an Arizona non-profit
corporation (“Contractor” or “Developer”).
1.0
CONTRACT TERM
This Contract is for a term of two years, beginning on the 22nd day of June 2022 and ending the
30th day of June 2024; however, all applicable terms and conditions of this Contract, and any
Exhibits hereto, shall remain valid for the entire Affordability Period as defined in Exhibit C, Special
Terms and Conditions, attached hereto and made a part hereof. (“Contractor” will be referred to in
Exhibit C – Special Terms and Conditions, as “Developer”).
2.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
Contract up to a maximum of two years and six months. The Contractor shall be notified in writing
by the Office of Procurement Services of the County’s intention to renew the Contract term at least
60 calendar days prior to the expiration of the original Contract term.
3.0
SPECIAL TERMS AND CONDITIONS TERM
Special Terms and Conditions (Exhibit C) Developer’s Contract Termination Date: (i) for indirect
benefit, at the time Developer has satisfied the terms of the Developer Deed of Trust and
Promissory Note and the County has provided a full release of the Obligations Secured; or (ii) for
direct benefit, 15 years from the date Developer and Owner execute Deed of Trust.
4.0
CONTRACT COMPLETION
In preparation for Contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.
5.0
AVAILABILITY OF FUNDS
5.1
The provisions of this Contract relating to payment for services shall become effective
when funds assigned for the purpose of compensating the Contractor as herein provided
are actually available to County for disbursement. The County shall be the sole judge and
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds.
5.2
If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the
termination, provided that such services are performed in accordance with the provisions
of this contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this section, at least 10 days in advance.
6.0
DUTIES
The Contractor shall perform all duties stated in Exhibit B – Statement of Work, or as otherwise
directed in writing by the Department of Housing, and the procurement officer (as applicable).
7.0
TERMS AND CONDITIONS
7.1
INDEMNIFICATION
7.1.1
To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
Contractor, the Contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not
limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted
from, the negligent acts, errors, omissions, or mistakes of the Contractor, its
agents, representatives, employees, or subcontractors relating to the performance
of this Contract.
7.1.2
Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the Contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.
7.1.3
The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
7.1.4
The scope of this indemnification does not extend to the sole negligence of County.
7.2
INSURANCE
7.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
7.2.2
All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the Contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.
7.2.3
In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this Contract and either continuous coverage shall be maintained,
or an extended discovery period shall be exercised for a period of two years
beginning at the time work under this Contract is completed.
7.2.4
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
7.2.5
Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
7.2.6
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
7.2.7
The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.
7.2.8
The policies required hereunder, except Errors and Omissions, shall contain a
waiver of transfer of rights of recovery (subrogation) against County, its agents,
representatives, officers, directors, officials, and employees for any claims arising
out of Contractor’s work or service.
7.2.9
If available, the insurance policies required by this Contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
7.2.9.1
Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property
damage.
7.2.9.2
Errors and Omissions/Professional Liability Insurance
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Errors and Omissions (Professional Liability) insurance which will insure
and provide coverage for errors or omissions or professional liability of
the Contractor, with limits of no less than $2,000,000 for each claim.
7.2.9.3
Builder’s Risk (Property) Insurance
Contractor shall purchase and maintain, on a replacement cost basis,
Builders’ Risk insurance and, if necessary, Commercial Umbrella
insurance in the amount of the initial Contract amount, as well as
subsequent modifications thereto for the entire work at the site. Such
Builders’ Risk insurance shall be maintained until final payment has
been made or until no person or entity other than County has an
insurable interest in the property required to be covered, whichever is
earlier. This insurance shall include interests of County, Contractor, and
all subcontractors and sub‐subcontractors in the work during the life of
the Contract and course of construction and shall continue until the work
is completed and accepted by County. For new construction projects,
Contractor agrees to assume full responsibility for loss or damage to the
work being performed and to the structures under construction. For
renovation construction projects, Contractor agrees to assume
responsibility for loss or damage to the work being performed at least up
to the full Contract amount, unless otherwise required by the Contract
documents or amendments thereto. Builders’ Risk insurance shall be on
a special form and shall also cover false work and temporary buildings
and shall insure against risk of direct physical loss or damage from
external causes including debris removal, and demolition occasioned by
enforcement of any applicable legal requirements, and shall cover
reasonable compensation for architect’s service and expenses required
as a result of such insured loss and other “soft costs” as required by the
contract. Builders’ Risk insurance must provide coverage from the time
any covered property comes under Contractor’s control and/or
responsibility, and continue without interruption during construction,
renovation, or installation, including any time during which the covered
property is being transported to the construction installation site and
while on the construction or installation site awaiting installation. The
policy will provide coverage while the covered premises or any part
thereof are occupied. Builders’ Risk insurance shall be primary, and any
insurance or self‐insurance maintained by the County is not contributory.
If the Contract requires testing of equipment or other similar operations,
at the option of County, Contractor shall be responsible for providing
property insurance for these exposures under a Boiler and Machinery
insurance policy or the Builders’ Risk Insurance policy.
7.2.10 Certificates of Insurance
7.2.10.1 Prior to Contract award, Contractor shall furnish the County with valid
and complete Certificates of Insurance, or formal endorsements as
required by the Contract in the form provided by the County, issued by
Contractor’s insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this Contract are in full force
and effect. Such certificates shall identify this Contract number and title.
7.2.10.2 In the event any insurance policy(ies) required by this Contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor’s work or services and as
evidenced by annual certificates of insurance.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
7.2.10.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.
7.2.10.4 Certificate holder shall be identified as:
Maricopa County
c/o Risk Management
301 W Jefferson St., Suite 910
Phoenix, AZ 85003
7.2.11 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
7.3
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant Contract for convenience by providing 60
calendar days advance notice to the Contractor.
7.4
TERMINATION FOR DEFAULT
7.4.1
The County may, by written Notice of Default to the Contractor, terminate this
Contract in whole or in part if the Contractor fails to:
7.4.1.1
perform the services within the time specified in this Contract or any
extension;
7.4.1.2
make progress, so as to endanger performance of this contract; or
7.4.1.3
perform any of the other provisions of this contract.
7.4.2
The County’s right to terminate this Contract under these subparagraphs may be
exercised if the Contractor does not cure such failure after receipt of a Notice to
Cure from the procurement officer specifying the failure and time frame allowed in
which to remedy.
7.5
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
7.6
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any Contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
Contract on behalf of the County is at any time, while the Contract or any extension of the
Contract is in effect, an employee or agent of any other party to the Contract in any capacity
or consultant to any other party of the Contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the Contract on behalf of the County from any other party to
the Contract arising as the result of the contract.
7.7
ASSIGNMENT
The Contractor may not assign to another party for performance of the terms and
conditions hereof without the written consent of the County. All correspondence authorizing
assignment must reference the Contract serial number and identify the job or project.
7.8
AMENDMENTS
All amendments to this Contract shall be in writing and approved/signed by both parties.
Maricopa County Board of Supervisors shall be responsible for approving all amendments
for Maricopa County.
7.9
RIGHTS IN DATA
7.9.1
The County shall have the use of data and reports resulting from a Contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon request, any
available information that is relevant to a Contract and to the performance
thereunder.
7.9.2
Data, records, reports, and all other information generated for the County by a third
party as the result of a Contract are the property of the County and shall be
provided in a format designated by the County or shall be and remain accessible
to the County into perpetuity.
7.10
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
7.10.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this Contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
The County, Federal or State auditors and any other persons duly authorized by
the department shall have full access to and the right to examine, copy, and make
use of, any and all said materials.
7.10.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this Contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
7.11
AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.
7.12
STRICT COMPLIANCE
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Acceptance by County of a performance that is not in strict compliance with the terms of
the Contract shall not be deemed to be a waiver of strict compliance with respect to all
other terms of the contract.
7.13
VALIDITY
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect
the validity of any other provision of the contract.
7.14
SEVERABILITY
The removal, in whole or in part, of any provision of this Contract shall not void or affect
the validity of any other provision of this contract.
7.15
NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this Contract as if set forth in full
herein. During the performance of this contract, Contractor shall not discriminate against
any employee, client, or any other individual in any way because of that person’s age, race,
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09
can
be
downloaded
from
the
Arizona
Memory
Project
at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
7.16
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If Contractor or any subcontractor employed for the work engages in for-profit activity and
has 10 or more employees, Contractor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
7.17
UNIQUE ENTITY IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT
REGISTRATION
Funding for activities under this Contract are provided through under the American Rescue
Plan Act – Coronavirus State and Local Fiscal Recovery Funds Assistance Listing Number
(ALN) 21.027. All Contractors that receive Federal funding must obtain a Unique Entity
Identifier (UEI) through www.sam.gov . Contractor must also and remain current with the
System for Award Management (SAM) at www.sam.gov, a database of basic business
information for Contractors that receive federal funds.
7.18
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
7.18.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
7.18.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
Contract or grant by any United States department or agency or any
state, or local jurisdiction;
7.18.1.2 have not within a three-year period preceding this contract:
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
7.18.1.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, State or
local) transaction or contract; or
7.18.1.2.2 been convicted of violation of any Federal or State antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
government entity transaction or contract;
7.18.1.2.3 are not presently indicted or criminally charged by a
government entity (Federal, State or local) with commission
of any criminal offenses in connection with obtaining,
attempting to obtain, or as the result of performing a
government entity public (Federal, State or local)
transaction or contract;
7.18.1.3 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity Contract or other transaction; and
7.18.1.4 have not within a three-year period preceding this Contract had any
public transaction (Federal, State or local) terminated for cause or
default.
7.18.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
7.18.3 The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e., transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
7.19
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
7.19.1 By entering into the contract, the Contractor warrants compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in effect through
the term of the contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration
Reform and Control Act of 1986, as amended from time to time, for all employees
performing work under the Contract and verify employee compliance using the E-
Verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three years, whichever is longer. I-9 forms are
available for download at www.uscis.gov.
7.19.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this Contract to verify compliance
with paragraph 7.19.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the Contract and may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work,
termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
7.20
CONTRACTOR Employee Whistleblower Rights and Requirement To INFORM
EMPLOYEES of Whistleblower Rights
7.20.1 The parties agree that this Contract and employees working on this Contract will
be subject to the Contractor employee whistleblower protections established by
Title 41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation.
7.20.2 Contractor shall inform its employees in writing, in the predominant language of
the workforce, of employee whistleblower rights and protections under 41 U.S.C.
§ 4712, as described in Section 3.908 of the Federal Acquisition Regulation.
Documentation of such employee notification must be kept on file by Contractor
and copies provided to County upon request.
7.20.3 Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year
2018).
7.21
CONTRACTOR LICENSE REQUIREMENT
The Contractor shall procure all permits, insurance, and licenses, and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any requirements, by any and all governmental or non-governmental entities as
mandated to maintain compliance with and remain in good standing. The Contractor shall
keep fully informed of existing and future trade or industry requirements, and Federal,
State, and local laws, ordinances, and regulations which in any manner affect the fulfillment
of a Contract and shall comply with the same. Contractor shall immediately notify both
Office of Procurement Services and the department of any and all changes concerning
permits, insurance, or licenses.
7.22
INFLUENCE
7.22.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
7.22.2 An attempt to influence includes, but is not limited to:
7.22.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent to
influence a decision, obtain a contract, garner favorable treatment, or
gain favorable consideration of any kind.
7.22.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.
7.23
CONFIDENTIAL INFORMATION
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
7.23.1 Any information obtained in the course of performing this Contract may include
information that is proprietary or confidential to the County. This provision
establishes the Contractor’s obligation regarding such information.
7.23.2 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
Contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract. The Contractor’s
procedures and controls, at a minimum, must be the same procedures and controls
it uses to protect its own proprietary or confidential information. If, at any time
during the duration of the contract, the County determines that the procedures and
controls in place are not adequate, the Contractor shall institute any new and/or
additional measures requested by the County within 15 business days of the
written request to do so.
7.23.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
7.24
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after Contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting Contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
7.25
INTEGRATION
This Contract represents the entire and integrated agreement between the parties and
supersedes
all
prior
negotiations,
proposals,
communications,
understandings,
representations, or agreements, whether oral or written, expressed, or implied.
7.26
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions
of
Title
2,
Subtitle
A,
Chapter
II,
Part
200—UNIFORM
ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
7.27
GOVERNING LAW
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
7.28
SPECIAL TERMS AND CONDITIONS AGREEMENT
Special terms and conditions can be found in Exhibit C – SPECIAL TERMS AND
CONDITIONS which are incorporated herein and made a part hereof.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
7.29
ORDER OF PRECEDENCE
If there is any conflict between the terms of this Contract and any exhibit to this Contract,
unless otherwise specified, the terms of this Contract shall prevail.
7.30
INCORPORATION OF DOCUMENTS
7.30.1 The following are to be attached to and made part of this Contract:
7.30.1.1 EXHIBIT A – CONTRACTOR INFORMATION
7.30.1.2 EXHIBIT B – STATEMENT OF WORK
7.30.1.2.1 Attachment B1: Project Description
7.30.1.2.2 Attachment B2: Budget
7.30.1.2.3 Attachment B3: Project Schedule
7.30.1.2.4 Attachment B4: Budget Amendment Request Form
7.30.1.2.5 Attachment B5: HOME Income Limits
7.30.1.3 EXHIBIT C – SPECIAL TERMS AND CONDITIONS
7.30.1.4 EXHIBIT D – ADDITIONAL PROCEDURES/FORMS
7.30.1.4.1 Attachment D1: Affirmative Marketing and Fair Housing
Policies and Procedures
7.30.1.4.2 Attachment D2: Occupancy Restrictions and Project Unit
Characteristics
7.30.1.4.3 Attachment D3: Request for Reimbursement Procedures
7.30.1.4.4 Attachment D4: Sample Request for Reimbursement Cover
Letter
7.30.1.4.5 Attachment D5: Request for Reimbursement Form
7.30.1.4.6 Attachment D6: ARPA Progress Report
7.30.1.5 EXHIBIT E – SECURITY INSTRUMENTS
7.30.1.5.1 Attachment E1: Developer Deed of Trust; Promissory Note
7.31
NOTICES
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County Human Services Department
Housing and Community Development
234 N. Central Ave., Third Floor,
Phoenix, AZ 85004
Phone Number: 602-506-1528
AND
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
Chicano Por La Causa, Inc.
1112 East Buckeye Road
Phoenix, AZ 85034
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Attention: J Legal
Phone: 602-257-0700
Email: contracts@cplc.org
7.32
INQUIRIES
7.32.1 Administrative telephone/email inquiries shall be addressed to:
ELIZABETH KUTTNER, PROCUREMENT OFFICER
TELEPHONE: (602) 506-0099
elizabeth.kuttner@maricopa.gov
7.32.2 Inquiries may be submitted by telephone but must be followed up in writing. No
oral communication is binding on Maricopa County.
[signature page follows]
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
Chicanos Por La Causa, Inc., an Arizona Non-Profit Corporation
AUTHORIZED SIGNATURE
Jose Martinez, EVP Economic Development and Real Estate Operations
PRINTED NAME AND TITLE
1112 E Buckeye Rd, Phoenix, AZ 85034
ADDRESS
6/6/2022
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
EXHIBIT A-CONTRACTOR (DEVELOPER) INFORMATION
VENDOR INFORMATION MUST MATCH INFORMATION CONTAINED IN BIDSYNC AND
MARICOPA COUNTY DEPARTMENT OF FINANCE VENDOR REGISTRATION.
PLEASE NOTE THAT VENDORS ARE REQUIRED TO COMPLETE REGISTRATION AT TO
AWARD
AT
THE
MARICOPA
DEPARTMENT
OF
FINANCE
WEBSITE
(http://www.maricopa.gov/Finance/Vendors.aspx)***
FEDERAL TAX ID
86-0227210
UNIQUE ENTITY ID
H4HTRFZTL683
DUNS #
136249609
COMPANY NAME:
Chicanos Por La Causa, Inc.
DOING BUSINESS AS (dba):
Chicanos Por La Causa, Inc.
MAILING ADDRESS:
1112 E. Buckeye Road
REMIT TO ADDRESS:
Evelyn Guerrero
TELPHONE NUMBER:
602-257- 6727
FAX NUMBER:
WWW ADDRESS:
www.cplc.org
REPRESENTATIVE NAME:
Jose Martinez
REPRESENTATIVE TELEPHONE NUMBER:
6022570700
YES
NO
REBATE
WILL
ALLOW
OTHER
GOVERNMENTAL
ENTITIES
TO
PURCHASE
FROM
THIS
CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR
PAYMENT:
FUEL COMPRISES (if applicable) 0% OF TOTAL BID AMOUNT
PAYMENT TERMS: RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING. PAYMENT
TERMS WILL BE CONSIDERED IN DETERMINING LOW BID. FAILURE TO CHOOSE PAYMENT
TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS.
NET 30 DAYS
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
EXHIBIT B – STATEMENT OF WORK
Attachment B1: Project Description
Project Description:
The Project as described herein, 6th Ave @ Broadway, shall utilize ARPA funds to develop a 74-unit
affordable townhome community for homeownership. The project is located at the northeast corner of
6th Avenue and Broadway Road in Phoenix, AZ on an approximately 5.3-acre site.
The ARPA funds in the amount of $1,500,000, distributed as a forgivable loan, will be used for an indirect
benefit of architectural/engineering costs, infrastructure and construction costs which will be transferred
equally as a direct benefit to the 74 owners as an owner’s permanent soft second lien at a 0% interest rate,
with a 5-year term subordinated to owners’ mortgages. In addition to the ARPA funds, the Developer will
assist the Owner’s in obtaining down-payment assistance from other sources. The project will serve
households between 80% and 120% area median income (AMI).
This homeownership development – 6th Ave @ Broadway – will complete the development of the Broadway
and Central master development. Development of this site will be pedestrian friendly and also create an
inviting community experience through onsite amenities, shade, and lighting.
Onsite amenities include:
•
Centralized splash pads
•
Community open space and gathering areas
•
Benches
•
Bike racks
•
Paseos
•
Bicycle repair station
These features will be added throughout the development. Residents and their guests will be able to utilize
amenities available in their community. The primary tool used for shade onsite will be trees subject to the
requirements of SRP’s allowable easement plants (SRP canal location specific). Shade will also be created
through other sub-tools such as trellises, buildings, and canopies.
Paseos will be incorporated on the site in order to create a safe and walkable path from Pueblo Ave to
Broadway Rd. The attached site plan outlines the Paseo pathway, which will utilize trees and trellises for
shade, in order to allow a comfortable experience for pedestrians. Safety will also be taken into account for
the paseo as adequate lighting will be incorporated. The Design Guidelines in this section reflect the
standards intended for Broadway Rd. and Central Ave. and reflect the surrounding area and character of
the adjacent neighborhood and surrounding amenities. The intent of the guidelines and standards is to
ensure that development is consistent with the character of the context area. The City’s applicable
WU Code (Section 1311) shall apply to the development.
The development will incorporate design features that respect the surrounding neighborhood. In order to
buffer the residential properties to the north of the site, residential style frontages and landscaping along
Pueblo Avenue is proposed. Along with this, to create a less drastic transition from one story single-family
residential neighborhood, the site will incorporate building heights starting at two stories on Pueblo Avenue
and increasing toward Broadway Rd. This is to ensure the neighborhood street is kept at a smaller scale
while providing an urban pedestrian environment along Broadway. Along with this the development will not
be a gated community and as such will not utilize perimeter fencing unless for the purpose of limiting
vehicular ingress/egress on Pueblo Avenue entrances. Lastly trees onsite shall be located to provide the
maximum amount of shade practical over the sidewalk.
Project Eligibility:
Property Standards - Housing that is constructed or rehabilitated with ARPA funds must meet all applicable
local codes, rehabilitation, and construction standards, ordinances, and zoning ordinances, including
Section 504 of the Rehabilitation Act of 1973 and Fair Housing Act, as amended, at the time of project
completion. All work shall meet decent, safe, and sanitary housing standards consistent with HOME
regulations including HUD Housing Quality Standards and Maricopa County Housing Rehabilitation
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Standards. These standards are available on the Maricopa County website under Housing & Community
Development or upon request.
Occupancy Requirements – The Project staff shall determine and verify income eligibility of Owners for the
ARPA assisted-units prior to occupancy of a unit. The occupancy of the ARPA-assisted units must be by
households whose income is initially at or below 80% AMI (low to moderate income); see Exhibit B,
Attachment B5: HOME Income Limits. The Project shall define “Annual Income” as it is defined at 24 C.F.R.
Part 92 Additional guidance and resources are outlined in Exhibit D, Attachment D2: Occupancy
Restrictions and Project Unit Characteristics.
Deliverables
Beneficiaries
Number of households (units)
74
Number of people (approximate)
200
Use of ARPA Funds - The ARPA funds provided under this Agreement shall be used for the cost detailed
in the budget found in Attachment B2.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
EXHIBIT B – STATEMENT OF WORK
Attachment B2: Budget
FUND SOURCES
Sources
Total
Construction Loan
Loan
$22,539,966
MCHSD ARPA Funds
Soft loan
$1,500,000
Total
$24,039,966
BUDGET SUMMARY
Name of Activity: Casa del Sol
ARPA Funds
Additional Sources
TOTAL COST
Acquisition Costs
Land
$
$ 1,110,000 $ 1,110,000
Building Acquisition
$
$ -
$ -
Other: taxes, title, recording
$
$
$
General Development Costs
Construction Hard Costs- Residential
$ 1,110,000
$12,410,156
$13,520,156
Construction Costs- Nonresidential
$ -
$1,950,000
$1,950,000
Contractor OH, Profit, and Gen. Conditions
$ -
$1,968,183
$1,968,183
Hard Costs Contingency
$ -
$702,922
$702,922
Environmental- inspection and remediation
$ -
$144,000
$144,000
Demolition
$ -
$-
$-
Site Planning
$ -
$225,000
$225,000
Architect Fees
$ 390,000 $450,000
$840,000
Engineering Fees
$ -
$250,000
$250,000
Survey, Permit, Tests
$ -
$195,000
$195,000
Legal Fees
$ -
$100,000
$100,000
Other Professional Fees
$ -
$76,000
$76,000
Accounting and Cost Certification
$ -
$15,000
$15,000
Title and Recording
$ -
$74,000
$74,000
Market Study/Appraisal
$ -
$15,000
$15,000
$ -
$-
Insurance
$ -
$95,000
$95,000
Construction Period Interest
$ -
$225,000
$225,000
Construction Financing Fees
$ -
$65,000
$65,000
Marketing Expense
$ -
$22,200
$22,200
HOA Initial Reserves
$ -
$74,000
$74,000
Soft Cost Contingency
$ -
$64,705
$64,705
Other:
$ -
$-
$-
Developer’s Fee
Developer’s Fee
$ -
$2,220,000
$2,220,000
Homeownership Counseling
Counseling fee
$-
$ 88,800
$ 88,800
Program Administration Costs*
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Program Management Services
$ -
$ -
$ -
Staff
$ -
$ -
$ -
Supportive Services
Down Payment / Closing Cost Assistance
$
$ -
$
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
TOTALS
$1,500,000
$22,539,966
$24,039,966
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
EXHIBIT B – STATEMENT OF WORK
Attachment B3: Project Schedule
Project Milestones
Estimated
Completion Date
Comments
Site acquired
2/5/2019
Site Plan Review
12/22-2/23
Grading Permit
9/2023
Building Permit
10/2023
Construction Loan Application
1/2023
Enforceable Commitment closing
10/2023
Disbursement
12/2023
Other loans & grants FHLB-AHP app
3/2023
Award
6/2023
Funds available
7/2023
Construction start
10/2023
Completion
7/2024
Purchase closing of units
7/2024
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
EXHIBIT B – STATEMENT OF WORK
Attachment B4: Budget Amendment Request Form
Please complete the form below to be considered for an Agreement amendment. This form must be
completed for each type of amendment requested.
Requested Amendment for:
Project Number
Developer
Program Representative
Person Completing Form
Contact Number
Extension of Contract End Date
Original Contract End Date
Current Contract End Date (including approved extensions)
Proposed Contract End Date
Proposed contract funds to be carried over
$
From Program Year:
*Required Attachment
A revised implementation schedule showing when major milestones shall be completed for each activity.
Change in Proposed Accomplishments (Please explain below)
Original
Proposed Changes
Project Summary
Provide a one-sentence summary
of the activity for which you are
requesting funds.
Primary Target
Group of Beneficiaries
Estimated Number Benefited
No. of People
No. of Housing Units
Other
Amendment to Scope of Work
Please include a description of the Original Scope of Work.
Please include a description of Proposed Amendment(s).
Budget
Any increase to total original contract amount requires Board of Supervisor’s Approval. No attachments are
required, but budget information must be included below.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
Original Approved Budget
Proposed Amended Budget
Funds
Total Funds
Funds
Total Funds
**Please include the following for the amendment requested:
1. Identify the reasons for the proposed amendment(s).
2. Steps being taken to avoid any future amendment requests for the same reasons
I approve the amendment(s) requested to be incorporated into our current agreement. All other
provisions of the agreement shall remain unchanged.
Authorized Signature
Date
FOR OFFICE USE ONLY
Recommended for Approval
Not Recommended for Approval due to: _______________________________________
________________________________________
____________________________
Staff Signature
Date
________________________________________
______________________________
Assistant Director Signature
Date
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL # 220166-RFP
EXHIBIT B – STATEMENT OF WORK
Attachment B5: HOME Income Limits
Updated HOME income limits from the Maricopa County Housing & Community Development division are
available on an annual basis. These limits are adjusted annually by the U.S. Department of Housing &
Urban Development (HUD). The Developer can request the updated limits from the County or by going to
https://www.maricopa.gov/3893/Notices-Documents or going to HUD’s website for the updated versions
each year.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT C – SPECIAL TERMS AND CONDITIONS
Funding Completion Date: June 30, 2024
Developer: Chicanos Por La Causa, Inc
CFDA Number: CFDA 21.027 American Rescue Plan Act Coronavirus State and Local Fiscal Recovery
Funds
These Special Terms and Conditions are attached to and made part of the Contract - AFFORDABLE
HOUSING DEVELOPMENT OPPORTUNITIES 220166-RFP.
1.
The County is the recipient of funds from the United States of America pursuant to the
American Rescue Plan Act of 2021 (ARPA).
2.
On December 9, 2021, County did solicit proposals from developers seeking to obtain
ARPA funds for projects that are to include affordable housing within the County.
3.
Developer, in response to said solicitation, did submit a proposal for a project known as 6th
Ave @ Broadway.
4.
County has reviewed Developer’s proposal and has determined that said proposal is
eligible for funding pursuant to the criteria established by the County.
5.
The purpose of these Special Terms and Conditions is to set forth the basis pursuant to
which the County will provide to Developer money from the allocation of ARPA funds made available to
HSD, and to establish that the failure of Developer to abide by or perform any of these term or condition
shall result in the breach of the Contract.
6.
The following words and phrases shall have the definitions set forth when used in this
Agreement:
a. “Claim for reimbursement” means the process and procedures the Developer must use to
obtain the disbursal of the funds being provided pursuant to the Contract.
b. “Declaration” means a document executed by Developer and recorded in the office of the
Maricopa County recorder against the Project Property restricting units, or some of them,
in the Project as available only to residents who income-qualify for a period that is not
shorter than thirty (30) years.
c. “Deed of Trust” means (i) when an indirect benefit is provided, a security instrument naming
Maricopa County the Beneficiary executed by Developer and recorded in the office of the
Maricopa County Recorder that secures the repayment of the funds advanced to the
Developer under certain conditions set forth in the document; or (ii) when a direct benefit
is provided, a security instrument naming the Developer as the Beneficiary executed by
the Owner and recorded in the office of the Maricopa County Recorder that secures the
repayment of funds advanced to the beneficiary under certain conditions.
d. “Direct Benefit” means funding provided to the Owner to assist in making the property
affordable or when the Developer reduces the sale price of the property based on the
funding provided for construction or infrastructure.
e. “Indirect Benefit” means funding provided for construction or infrastructure which benefits
the Developer enabling them to create the affordable housing.
f.
“Obligations Secured” means the Promissory Note, the Contract and the Deed of Trust to
be executed and, as appropriate, recorded in connection with securing the repayment of
the funds to Developer under certain conditions set forth in those documents.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
g. “Owner” means the purchaser from the Developer of a property within the project subject
to a Period of Affordability.
h. “Period of Affordability” means (i) when a direct benefit is provided, a term of fifteen (15)
years, commencing on the date the individual property in the project is sold to Owner; or
(ii) when an indirect benefit is provided, the term defined in the Promissory Note and Deed
of Trust.
i.
“Project” means 6th @ Broadway Townhomes, as submitted to the County by Developer
in response to the solicitation by the County on January 11, 2022.
j.
“Promissory Note” means (i) when an indirect benefit is provided, a document evidencing
Developer’s promise to repay to Maricopa County the funds advanced under certain
conditions set forth in the document; or (ii) when a direct benefit is provided, a document
evidencing the Owner’s promise to repay to the Developer the funds advanced under
certain conditions set forth in the document executed by the Developer.
k. “Work” shall mean the acquisition of the property, the designing of the Project, the obtaining
of all necessary permits, approvals and land rights for the Project, the overseeing of
management of the Project, and the completion of Project’s individual properties to be sold
to Owner who shall reside in the Project.
7.
Developer shall complete all Work as described on Exhibit B to the Contract.
8.
County will provide funding to Developer, subject to the availability of funds, and all terms
and conditions of the Obligations Secured, in the amount of $1,500,000, which funding shall be used
exclusively for Work. In no event will any funding be provided as reimbursement for monies paid for Work
performed prior to the effective date of the Contract. Failure to meet the obligations of the Contract may
result in a demand for repayment of the funds.
9.
Funding is contingent upon all housing in the Project complying with the affordability
requirements, that are further described on Exhibit D to the Contract. Failure to comply with the affordability
requirements is a material breach of the Contract and these Special Terms and Conditions, and Developer
shall repay the County any and all funds disbursed for any purpose other than funding compliant housing
unit(s).
10.
Prior to any funds being disbursed, Developer shall deliver to the County a copy of all
proposed forms of security instruments that will be required to be executed by prospective Owner of the
property within the Project. No funds will be disbursed unless and until the County approves all proposed
forms of security instruments.
11.
Funds will be disbursed as repayment of costs for Work performed on or after the effective
date of the Contract. At the discretion of the Maricopa County Board of Supervisors, this date may be
extended, but in no event will this date be extended beyond December 31, 2026, or such other date as may
be established by the United States Government. To obtain such repayment costs, Developer shall:
a. Submit a claim for reimbursement. The payment procedures and sample forms for a
properly executed claim are shown on Exhibit D, attachments D3-D5 of the Contract.
b. Submit a request for inspection of the Work performed.
c. Not submit a claim for reimbursement until the funds are needed for payment related to
Work.
d. Submit its initial claim for reimbursement not later than 180 days from the effective date of
the Contract.
e. Not submit more than one claim for reimbursement in the same calendar month.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
12.
Upon receipt of a claim for reimbursement from the Developer, the County will:
a. Review the claim for reimbursement to ensure compliance with applicable requirements
pursuant to the Contract. The approval of payment based on a claim for reimbursement is
at the County’s discretion.
b. Notify the Developer of any deficiencies in the claim for reimbursement and itemize what
additional information, if any, is need.
c. Conduct, if, in the opinion of the County it is necessary, an inspection of the Project.
d. Disburse all funds for which and to the extent of approval of the submitted claim for
reimbursement in the manner, amount, increment, and timeframe determined at County’s
discretion.
13.
Funding is contingent upon the availability of funds. If any action is taken by any State
agency, federal department or any other agency or instrumentality to suspend, decrease or terminate its
fiscal obligation under, or in connection with the Contract, the County may amend, suspend, decrease or
terminate its obligations under or in connection with the Contract. In the event of termination, the County
will, subject to the provisions of paragraphs 8, 9, 10, 11, 12, and 14 hereof, disburse funds for Work
performed prior to the effective date of the termination. The County will give written notice of the effective
date of any suspension, amendment, or termination under this Section at least 10 calendar days in advance.
14.
Prior to completion of the Project the total sum of all claims for reimbursement shall not
exceed ninety-five percent (95%) of total funding to Developer by the County pursuant to the Contract.
Developer shall not submit the final claim for reimbursement unless and until the Project has received the
final certificate of occupancy or title transfer to an Owner or other proof of completion satisfactory to
Maricopa County, Developer shall submit all claims for reimbursement not later than June 30, 2024, unless
extended pursuant to paragraph 14 hereof.
15.
The County will not be liable for any contracts entered into by Developer in anticipation of
receiving payments under the Contract.
16.
Not later than July 30 of each year and continuing until the expiration of the Affordability
Period, Developer shall provide to the County:
a. Record of any ARPA funds or proceeds and the projects the funds were applied to.
b. Proof that ARPA funds were used on projects benefiting an income qualified Owner.
c. Such other information as, in the sole discretion of the County, is necessary to demonstrate
to the County that all requirements with respect to affordability are satisfied.
17.
Notwithstanding any reporting obligations set forth herein, Developer shall provide any and
all progress reports attached to ARPA funding by the federal government, the State of Arizona and/or the
County. Furthermore, until sale or transfer of all of the Project’s properties to qualified Beneficiaries, the
Developer shall provide County with progress reports not less frequently than 15 days after the end of each
calendar quarter, providing the information required by and on the form attached hereto as Exhibit D,
attachment D7. In addition to the obligations set forth herein, Developer shall, simultaneously with the
reporting obligation of the receiving entity, provide County with a copy of all reports and filings made with
the federal government and/or the State of Arizona and/or any municipality, with respect to the Project.
18.
Developer shall comply with any and all federal, state and local statutes, ordinances,
resolution, regulations and rules, and any violation of any such law shall be deemed to be a material breach
of the Contract. Specifically, Developer shall comply with all applicable provisions of American Rescue Plan
Act 2021 and the Coronavirus State and Local Fiscal Recovery Funds.
19.
Developer must receive prior written approval from the County for all Project amendments
involving changes in the scope of the work, completion dates of project phases, location of approved
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
activities, or budget.
20.
The parties shall execute and deliver all such documents and perform all such acts as
reasonably may be requested by the other party in order to conduct the activities described herein and to
enforce the applicable affordability requirements.
21.
Developer shall acknowledge the contribution of the County in all related publications
during the Term of the Contract. Developer shall not use the name of Maricopa County in any other manner
without prior written consent. Developer shall not use the County of Maricopa logo in any publications,
marketing, or any other type of media without prior written authorization.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D1: Affirmative Marketing and Fair Housing Policies and Procedures
The public, property owners, and potential tenants will be informed about the responsibilities of the Project
in complying with Fair Housing Act and Affirmative Marketing, regulations and the goal of attracting persons
from all racial, ethnic, and gender groups in the housing market area to the available housing. This policy
applies equally to all recipients of ARPA funds. The ARPA funds defer to the HOME Regulations regarding
Fair Housing and Equal Opportunity (Title VI of the Civil Rights Act of 1964, As Amended, The Fair Housing
Act, Equal Opportunity in Housing (Executive Order 11063, As Amended by Executive Order 12259), and
the
Age
Discrimination
Act
of
1975,
As
Amended;
(https://www.hud.gov/program_offices/fair_housing_equal_opp) and Affirmative Marketing (24 CFR Part
92.253(d); 2 CFR Part 92.351(a); HUD Executive Orders 11625, 12432, 12138).
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D2: Occupancy Restrictions and Project Unit Characteristics
This Attachment describes the specific affordability requirements and occupancy restrictions for the Project
required by the applicable program regulations and the project characteristics as described and represented
to the County. The Project shall be operated and maintained according to the unit mix and with the amenities
described herein.
1. Project Properties: The Developer acknowledges that the Project shall contain 74 attached single family
residential units which will be 3 bedrooms, 2 ½ bath and the Project shall provide down payment assistance
for 74 Owners to purchase housing at an affordable cost by converting the construction cost equally among
all 74 units.
2. Owner Income Restrictions: The ARPA-Assisted Units shall be transferred or sold to income qualified
Owners earning at or below 120 percent of the area median income adjusted by household size.
a) Source Documentation – The ARPA fund will defer to The HOME regulations in 24 C.F.R. 92.203 for
the income eligibility of applicants to be determined by examining source documentation which provides
evidence of annual income. Verification of household income must be verified by the developer in
accordance with 24 CFR 92.203. The project shall obtain and keep as part of its records the required
documentation from the applicant for all ARPA-assisted units on an annual basis.
3. Benefit Type: The County considers the infrastructure and construction to be an in-direct benefit to the
Owners and the down payment assistance to be a direct benefit to the Owner. The Developer is using
ARPA funds initially for construction and infrastructure which will convert to down payment assistance to
create affordable units.
4. Security Instruments for Affordability:
a) For Construction Cost: The Developer and County will execute a Developer Deed of Trust including all
of the properties within the project. The County will provide a Partial Deed Release to the Developer
when a property within the project is complete, Owner has been qualified and the loan has been
underwritten and is ready to close escrow. The Developer and Owner will execute security instruments
naming the Developer as the Beneficiary at the time of sale. The indirect benefit is not subject to a
period of affordability, recapture provisions or tracking of proceeds.
b) For Down Payment Assistance: The Developer shall execute a Deed of Trust and Promissory Note
with the Owner naming the Developer the beneficiary for the direct benefit amount of down payment
assistance for a minimum Period of Affordability for 15 years. The Developer shall operate this Project
as a revolving fund, tracking recaptured funds and ensuring funds are revolved into additional down
payment assistance for affordable housing. At minimum the developer shall provide annual reporting
for the Project to the County demonstrating the long-term benefits of the revolving fund.
5. Sale Price: The Developer shall not sell a property included in the Project for more than the appraised
value.
6. Recaptured Funds: Any direct benefit funds recaptured by the Developer due to the sale or transfer of
the property by the Owner shall be used directly for affordable housing.
7. Proceeds: Any proceeds the Developer received from the project shall be tracked and used directly for
affordable housing.
8. Supportive Services: The Developer shall provide Housing Counseling Courses to all Owners prior to
the sale of the property.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D3: Request for Reimbursement Procedures
1. Cover letter to County on the Developer’s letterhead, signed by the Project’s authorized
official/representative
2. Status update of the project along with photos showing the progress
3. Request for Reimbursement Form
4. Receipts, invoices, contracts or other documents supporting the request for reimbursement
5. Proof of payment-cancelled checks or EFT’s for all receipts submitted
The County reserves the right to delay processing of reimbursements under this Agreement until
all required documents and back-up information is submitted to the County.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D4: Sample Request for Reimbursement Cover Letter
AGENCY LETTERHEAD
Date
Rachel Milne, Assistant Director
Maricopa County Human Services Department
234 North Central Avenue
Phoenix, AZ 85004
Re:
Project Name:
Quarterly Report Enclosed _____
Contract Number: ________________ Payment Request Number: _________
Dear _________________:
This letter certifies that ( Agency Name )(“Project Name”) has complied with the requirements of the
Department of Housing and Urban Development, Maricopa County, the ARPA Program and our agreement
for reasonable and necessary costs of construction. The Project additionally certifies the files, including
project management documentation files, and financial documentation of expenditures incurred in
accordance with the program rules and regulations for eligible costs.
Therefore,
the
Project
respectfully
requests
reimbursement
of
funds
in
the
amount
of
$_________________ as established by the attached itemized expenditure invoice, other invoices, current
project status report, proof of payment and other supporting documentation. If you have any questions,
please contact me at _____________________.
Sincerely,
Signature: __________________________
Printed Name: _______________________
Title: _______________________________
Enclosures
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D5: Request for Reimbursement Form
This document is available in Excel format.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
This document is available in Excel format.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D6: ARPA Progress Report
This document is available in Excel format.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
EXHIBIT E-SECURITY INSTRUMENTS
Attachment E1: Developer Deed of Trust
Requested By:
When Recorded Return to:
Maricopa County
Human Services Department
Attn: Housing and Community Development Division
234 N. Central Ave., Ste. 300
Phoenix, AZ 85004
DEED OF TRUST
Effective Date:
_________________________, 2022
County and State where Real Property is located:
Maricopa County, Arizona
TRUSTOR:
DEVELOPER
BENEFICIARY:
Maricopa County
Human Services Department
Attn: Housing and Community Development Division
234 N. Central Ave., Ste. 300
Phoenix, AZ 85004
TRUSTEE:
Project Property:
PROJECT
APN:
Obligations Secured:
Promissory Note Amount $TBD
Subject Real Property: Trustor is the record owner of the Project Property by deed recorded with the
Maricopa County Recorder RECORDING INFORMATION, commonly known as PROJECT and further
described in Exhibit A hereto (the "Project Property"), incorporated by this reference. Trustor has all
of the beneficial and equitable interest in and to the Project Property and is lawfully seized and
possessed of the Project Property.
1. Conveyance. Trustor irrevocably grants and conveys to Trustee in trust, with power of sale, the
Project Property, subject to existing taxes, covenants, conditions, restrictions, rights of way and
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
easements of record, to be held as security for the payment by Trustor of the Obligations Secured
as described on the cover page hereof, and for the performance of other obligations of Trustor as
set forth in this Deed of Trust.
2. Appurtenances. Trustor grants, together with the Project Property, all buildings and improvements
now or hereafter erected thereon and all fixtures attached to or used in connection with the Project
Property (including, without limiting the generality of the foregoing, all ventilating, heating, air
conditioning, refrigeration, plumbing and lighting fixtures), together with all leases, rents, issues,
profits or income therefrom (hereinafter “Property Income”), subject, however, to the right power
and authority hereinafter given to Beneficiary to collect and apply such Property Income.
3. Obligations Secured. The obligations secured by this Deed of Trust are: a certain Agreement
executed by and between Trustor and Beneficiary and dated _________ (the "Agreement"); a
Promissory Note dated of even date herewith in the original principal amount of $_____ made by
Trustor in favor of Beneficiary ("Promissory Note"); and the Declaration of Covenants, Conditions,
and Restrictions of even date herewith executed by Trustor in favor of Beneficiary in conjunction
with this Deed of Trust ("Declaration"). The Agreement, Promissory Note and Declaration are
collectively referred to herein as the "Obligations Secured." Capitalized terms used herein and not
otherwise defined have the same meaning as the defined terms as set forth in the Agreement.
4. Taxes, Assessments and Trust Expenses. Trustor shall pay, before delinquent, all taxes and
assessments affecting the Project Property, all encumbrances, charges and liens, when due, with
interest, on the Project Property or any part thereof, which appear to be prior or superior hereto; all
costs, fees and expenses of this trust and all lawful charges, costs and expenses of any
reinstatement of this Deed of Trust following a default.
5. Fire Insurance. Trustor shall, at Trustor’s expense, maintain in force fire and extended coverage
insurance in any amount of not less than the full replacement value of any buildings which may
exist on the Project Property with loss payable to Beneficiary. Trustor shall provide fire insurance
protection on its furniture, fixtures and other personal property on the Project Property in an amount
equal to the full insurable value thereof and promises that any insurance coverage in this regard
will contain a waiver of the insurer’s right of subrogation against Beneficiary. The amount collected
under any insurance policy may be applied to any indebtedness hereby secured and in such order
as the Beneficiary may determine, or at the option of the Beneficiary the entire amount so collected
or any part thereof may be released to Trustor. Such application or release shall not cure or waive
any default hereunder or cause discontinuance of any action that may have been or may thereafter
be taken by Beneficiary or Trustee because of such default.
6. Liability Insurance. Trustor shall, at Trustor’s expense, maintain in force policies of liability
insurance, with Beneficiary as an additional insured thereunder, insuring Trustor against any claims
resulting from the injury to or the death of any person or the damage to or the destruction of any
property belonging to any person by reason of Beneficiary’s interest hereunder or the use and
occupancy of Project Property by Trustor. Such insurance shall be in the following amounts:
a. $2,000,000 against any claim resulting from injury to or the death of any one person.
b. $4,000,000 against any claim resulting from injury to or deaths of any number of persons
from any one accident.
c. $2,000,000 against any claim resulting from the damage to or destruction of any property
belonging to any person.
7. Processing of Insurance Policies. Trustor shall promptly deliver to Beneficiary the originals or
true and exact copies of all insurance policies including flood insurance (if required) by this Deed
of Trust. Trustor shall not do or omit to do any act which will in any way impair or invalidate any
insurance policy required by this Deed of Trust. All insurance policies shall contain a written
obligation of the insurer to notify Beneficiary in writing at least 10 days prior to any cancellation
thereof. Failure to maintain all insurance required under any of the Obligations Secured or this
Deed of Trust shall be deemed a default and entitle Beneficiary to proceed in accordance with this
Deed of Trust for such default.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
8. Indemnification of Trustee and Beneficiary. Trustor shall hold Trustee and Beneficiary, harmless
from and indemnify them for any and all claims of any nature whatsoever against Trustee or
Beneficiary resulting from their interests hereunder or the acts of Trustor except to the extent that
any claim raised by a third party is the result of the gross negligence or intentional misconduct of
the Trustee or Beneficiary. Such indemnification shall include reasonable attorneys’ fees and costs,
including cost of evidence of title. Trustor shall appear in, and defend, any action or proceeding
purporting to affect the security hereof or the rights or powers of the Trustee or Beneficiary; and
shall pay all costs and expenses of Trustee or Beneficiary, including costs of evidence of title and
attorneys’ fees in a reasonable sum in such action or proceeding which Trustee or Beneficiary may
appear, and in suit brought by Beneficiary to foreclose on this Deed of Trust.
9. Right of Beneficiary or Trustee to Pay Obligations of Trustor. If Trustor fails or refuses to pay
any sums due to be paid by it under the provisions of this Deed of Trust, or fails or refuses to take
any action as herein provided, then Beneficiary or Trustee shall have the right, but not the
obligation, to pay any such sum due to be paid by Trustor and to perform any act necessary. The
amount of such sums paid by Beneficiary or Trustee for the account of Trustor and the cost of any
such action, together with interest thereon at the maximum legal contractual rate per annum, from
the date of payment until satisfaction, shall be added to the Obligations Secured, unless otherwise
specified by Beneficiary at the time of such payment. No excuse of obligation contained in any of
the Obligations Secured shall be applicable to any payments made by Beneficiary or Trustee
pursuant to this paragraph. The payment by Beneficiary or Trustee of any such sums or the
performance of any such action shall be prima facie evidence of the necessity therefore.
10. Condemnation. Subject to the written requirements of any subordination agreement executed by
Beneficiary, any award of damages in connection with any condemnation or injury to any of the
Project Property by reason of public use or for damages for private trespass or injury thereto are
assigned in full and shall be paid to Beneficiary, who shall apply them to the payment of the principal
of the Obligations Secured, the interest thereon, and any other charges and amounts secured
hereby in such manner as Beneficiary may elect. Any remaining balance shall be paid to Trustor.
Beneficiary may, at Beneficiary’s option, appeal from any such award in the name of Trustor.
Unless Trustor and Beneficiary otherwise agree in writing, any application of such proceeds to
principal shall not extend or postpone the due dates of any installment payments of the Obligations
Secured or change the amount of such payments.
11. Affordability. At all times Trustee shall ensure that the affordability requirements, attached hereto
and made a part hereof as Exhibit B, and of the Obligations Secured, are satisfied. Failure to satisfy
the affordability requirements under any of the Obligations Secured shall be deemed a default and
entitle Beneficiary to proceed in accordance with this Deed of Trust for such default.
12. Care of Property. Trustor shall take reasonable care of the Project Property and the buildings
thereon and shall adequately maintain the Project Property in good repair and condition as at the
date the Project Property shall obtain a certificate of occupancy from Maricopa County, or such
jurisdiction with permitting authority over the Project Property, ordinary depreciation excepted.
Trustor shall commit or permit no waste and do no act which will unduly impair or depreciate the
value of the Project Property. For purposes of this section, adequate maintenance includes (a)
removal of debris, salvage, junk cars, trash in and/or around the Project Property; (b) ongoing
maintenance of landscaping of premises; and (c) compliance with “good faith effort” to maintain
and clean interior and exterior of structure in compliance with 24 CFR 92.251 (f), Minimum Property
Standards. If the Trustor fails to so care for the Project Property, then Beneficiary, at its option, may
make or contract for the necessary repairs or remediation necessary to restore the Project Property
and, the Trustor shall reimburse Beneficiary for the reasonable cost of such repairs and remediation
on a timetable set by Beneficiary. No excuse of obligation contained in any of the Obligations
Secured shall be applicable to any payments made by Beneficiary pursuant to this paragraph.
13. Right to Inspect Project Property. In addition to any inspection rights otherwise granted to
Beneficiary pursuant to the Obligations Secured, at all convenient and reasonable times, upon prior
notice to Trustor, Beneficiary or Trustee shall have the right and license to go on and into the Project
Property to inspect it in order to determine whether the provisions of the Obligations Secured are
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
being kept and performed. The Trustor agrees and understands that periodic site inspections will
be made by Beneficiary.
14. Event of Default. In addition to any other items of default identified herein, each of the following
shall be considered an event of default ("Event of Default") of this Deed of Trust:
a. The occurrence of an event of default or breach of any provision of the Agreement, Promissory
Note or any other term of this Deed of Trust after written notice to Trustor and an opportunity
to cure such default or breach, or failure of Trustor to pay on demand by Beneficiary any amount
for which demand is made on Beneficiary by the U.S. Federal Government arising from the
failure by Trustor of the Project Property to comply and is not caused, partially or otherwise by
the Trustee or Beneficiary.
b. The failure of Trustor to perform any duty or obligation required by the Obligations Secured and
such failure continues after applicable cure periods;
c. The removal or attempted removal by Trustor of any property included in the Project Property
without the consent of Beneficiary;
d. The failure of Trustor to maintain the Project Property in accordance with paragraph 11 above
and such failure continues after applicable cure periods;
e. Abandonment of the Project Property by Trustor;
f.
The filing, execution or occurrence of:
i. A petition in bankruptcy by or against Trustor which is not dismissed within one hundred
twenty (120) days.
ii. A petition or answer seeking a reorganization, composition, readjustment, liquidation,
dissolution or other relief of the same or different kind under any provision of the Bankruptcy
Act which is not dismissed within one hundred twenty (120) days.
iii. Adjudication of Trustor as a bankrupt or insolvent, or insolvency in the bankruptcy equity
sense.
iv. An assignment by Trustor for the benefit of creditors, whether by trust, mortgage or otherwise.
v. A petition or other proceedings by or against Trustor for the appointment of a trustee, receiver,
guardian, conservator or liquidator of Trustor with respect to all or substantially all its property
which petition is not dismissed within one hundred twenty (120) days.
vi. Trustor’s dissolution or liquidation or the taking of possession of Trustor’s property by any
governmental authority in connection with dissolution or liquidation.
g. A reasonable determination by Beneficiary that the security of the Deed of Trust is inadequate or
in danger of being impaired or threatened from any cause whatsoever.
h. The sale, conveyance, transfer or attempted conveyance or transfer, or subjection to a mortgage
or deed of trust, whether voluntary, involuntary or by operation of law, of the Project Property or
any interest in it, without prior written consent of Beneficiary. Upon any prospective purchaser of
the Project Property executing all necessary documents concerning the affordability requirements
of the Obligations Secured, and upon Beneficiary being satisfied said prospective purchaser is
capable of managing the Project Property to ensure satisfaction of the affordability requirements of
the Obligations Secured going forward, Beneficiary’s consent will not be unreasonably withheld,
conditioned or delayed. Notwithstanding the forgoing, Beneficiary will not unreasonably withhold
consent to any refinance of indebtedness on the Property to which the Promissory Note or this
Deed of Trust are subordinate does not constitute a default so long as such refinancing is
conducted for the sole purpose of loss mitigation or foreclosure prevention. Refinance activity
regarding indebtedness on the Property for purposes of “cashing out,” equity or that is otherwise
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
not for the purpose of loss mitigation, foreclosure prevention, or retention of the property without
the written consent of the Beneficiary is hereby deemed to constitute a default of the Note and
Deed of Trust during the 360 month duration of the Note.
i.
Notwithstanding anything to the contrary in the Obligations Secured, the following shall not
constitute a default under the Obligations Secured or this Deed of Trust (a) the sale, transfer,
conveyance or pledge of any membership interest in an investor member, if any, and (b) any
amendment to an operating agreement of the Trustor (the "Operating Agreement"), which does not
affect the financial terms of the Operating Agreement, and does not otherwise adversely affect the
security interest of Beneficiary in the Project Property or Declaration.
15. Cure Rights.
a. Beneficiary shall give Trustor and any other person identified in paragraph 29 below,
simultaneous written notice of any monetary Event of Default occurring under the terms of
the Promissory Note prior to exercising any remedies thereunder. Trustor shall have a
period of thirty (30) business days after receipt of such notice, or such longer period of time
as may be set forth in the Promissory Note, to cure the default prior to exercise of remedies
under the Promissory Note or this Deed of Trust.
b. Beneficiary shall give Trustor and any other person identified in paragraph 29 below,
simultaneous written notice of any non-monetary default or Event of Default occurring
under the term of the Obligations Secured, prior to exercising any remedies. Such non-
monetary default or Event of Default shall not remain uncured for more than one hundred
twenty (120) calendar days. If Beneficiary determines that Trustor has taken and diligently,
continually and in good faith continues corrective action and that the non-monetary default
or Event of Default cannot be corrected within the 120-day cure period, Beneficiary may,
in its sole discretion, allow Trustor such additional time as may be reasonably necessary
to cure the non-monetary default or Event of Default before Beneficiary exercises any
remedies.
c. Beneficiary agrees that any cure of any Event of Default described in the Obligations
Secured by any person identified in paragraph 29 below, shall be deemed to be cure by
Trustor and shall be accepted or rejected on the same basis as if made by Trustor.
16. Acceleration. In the event of default by Trustor, Beneficiary may declare all sums secured hereby
immediately due and payable by delivery to Trustee of written notice setting forth the nature thereof
and of Beneficiary’s election to cause the Project Property to be sold under this Deed of Trust.
Beneficiary shall also deposit with Trustee all documents evidencing the Obligations Secured and
any expenditures secured hereby.
17. Trustee’s Sale. Upon receipt of Beneficiary’s notice of election to cause the Project Property to be
sold, Trustee shall, in accordance with all provisions of law, give Trustor notice of trustee’s sale
and, after the lapse of the required amount of time, sell the Project Property at public auction, at
the time and place specified in the Notice of Trustee’s Sale, to the highest bidder of cash in lawful
money of the United States, payable at the time of sale. Any persons, including Trustor, Trustee or
Beneficiary may purchase at the Trustee’s Sale. Trustee may postpone or continue the sale by
giving notice of postponement or continuance by public declaration at the time and place last
appointed for sale. Upon sale, Trustee shall deliver to the purchaser a Trustee’s Deed conveying
the Project Property, but without any covenant or warranty, expressed or implied.
18. Proceeds of Trustee’s Sale. After deducting all costs, fees and expenses of Trustee and of this
trust, including the cost of evidence of title in connection with the sale and reasonable attorney’s
fees, Trustee shall apply the proceeds of sale to payment of all sums then secured hereby and all
other sums due under the terms hereof, with accrued interest, and the remainder, if any, to the
persons legally entitled thereto or as provided by ARS §33-812 as currently codified or as amended.
19. Defaults on Prior Encumbrances. If there are mortgages upon the Project Property or other
encumbrances which are prior in time or prior in right, then Trustor promises to comply with the
terms of those prior mortgages or encumbrances. If Trustor fails to comply with such terms and
defaults on those mortgages or obligations, such default shall also be considered a default of this
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
Deed of Trust, and Trustee or Beneficiary herein may advance the monies necessary to remedy
such defaults, and, if it does, such monies shall be added to the Obligations Secured and shall bear
the maximum contractual legal rate of interest from the date monies are tendered unless otherwise
specified by Beneficiary at the time of such payment. Beneficiary may also proceed on this default
by exercising the same remedies it has on this Deed of Trust.
20. Foreclosure and Other Remedies. In lieu of sale pursuant to the power of sale conferred hereby,
this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of
mortgages on real property. Beneficiary shall also have all other rights and remedies available
hereunder and at law or in equity. All rights and remedies shall be cumulative.
21. Reinstatement after Default. Notwithstanding Beneficiary’s acceleration of sums secured by this
Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce
this Deed Trust discontinued and to have the Deed of Trust reinstated at any time before the day
of the Trustee’s Sale or before the filing of a foreclosure action. In order to have the Deed of Trust
reinstated after default, the Trustor must:
a. Pay to Beneficiary the entire amount due under this Deed of Trust and the Obligations
Secured, other than such portion of the principal as would not be due had no default
occurred;
b. Cure all defaults or covenants or agreements of Trustor regarding the Agreement as
contained in this Deed of Trust;
c. Pay costs and expenses incurred by Beneficiary and Trustee in enforcing the terms of this
Deed of Trust and pursuing remedies;
d. Pay reasonable attorney’s fees actually incurred by Beneficiary and Trustee;
e. Pay the recording fee for any cancellation of notice of sale; and
f.
Pay the Trustee’s fees, in an amount not to exceed $600 or one half of one per cent of the
entire unpaid principal sum secured, whichever is greater.
22. Upon reinstatement, this Deed of Trust and the Obligations Secured hereby shall remain in full
force and effect as if no acceleration had occurred.
23. Assignment of Property Income, Right of Entry and Appointment of Receiver. As additional
security, Trustor hereby gives Beneficiary the right, power and authority, during the continuance of
this Trust, to collect the Property Income, reserving to Trustor the right, prior to any Event of Default
by Trustor in payment of any indebtedness secured hereby or in performance of any agreement
hereunder, to collect and retain such Property Income as it becomes due and payable.
24. Upon any such uncured Event of Default and subject to the interest of the superior lien holders
identified in Exhibit A to the Promissory Note, Beneficiary may at any time, with notice, either in
person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy
of any security for the indebtedness hereby secured, enter upon and take possession of the
Property Income; in its own name sue for or otherwise collect such Property Income, including
amounts past due and unpaid; and apply the same, less costs and expenses of operation and
collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, or as
otherwise appropriate to preserve Beneficiary’s security interest and ensure compliance with the
Program, Department Guidance, and Federal Guidance (as those terms are defined in the
Promissory Note); and in such order as Beneficiary may determine.
25. The entering upon and taking possession of the Property Income, the collection of such Property
Income and the application thereof, shall not cure or waive any default or notice of Trustee’s Sale
hereunder or invalidate any act done pursuant to such notice.
26. Acts of Trustee Affecting Project Property. At any time, with notice, upon written request of
Beneficiary and presentation of this Deed of Trust and the Obligations Secured for endorsement,
Trustee may, without liability, release and reconvey all or any part of the Project Property, consent
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
to the making and recording, or either, of any map or plat of all or any part of the Project Property;
join in granting any easement thereon; join in or consent to any extension agreement or any
agreement subordinating the lien, encumbrance or charge hereof.
27. Any such action by Trustee may be taken without affecting the personal liability of any person for
payment of the indebtedness secured hereby, without affecting the security hereof for the full
amount secured hereby on all property remaining subject hereto, and without the necessity that
any sum representing the value or any portion thereof of the property affected by Trustee’s action
be credited on the indebtedness.
28. Satisfaction of the Obligation. If Trustee receives full payment of the Obligations Secured in the
amount secured or at the Maturity Date of the Promissory Note, whichever is earlier, at the request
of Trustor, Beneficiary or Trustee shall acknowledge satisfaction of the Deed of Trust by recording
and delivering to Trustor a Satisfaction or Release of Realty Deed of Trust in accordance with
A.R.S. § 33-712. However, the Declaration and Assignment of Affirmative Land Use recorded
against the Project property shall remain in full force and in effect for the entire duration of its term.
29. Notices. Copies of all notices and communications concerning this Deed of Trust shall be mailed
to the Parties at the addresses specified in this Deed of Trust. Any change of address shall be
communicated to the other Parties in writing. Any documents which may adversely affect the rights
of any party to this Deed of Trust shall be dispatched by Certified Mail, Return Receipt Requested.
A
copy
of
all
foregoing
notices
and
communications
shall
be
mailed
to:
_________________________________________
30. Headings. The marginal or topical headings of the provisions herein are for convenience only and
do not define, limit or construe the contents of these provisions.
31. Interpretation. In this Deed of Trust, whenever the context so requires, masculine gender includes
the feminine and neuter, and the singular includes the plural and vice versa.
32. Applicable Law. This Deed of Trust shall be subject to and governed by the laws of the State of
Arizona, in particular the provisions of ARS Title 33, Chapter 6.1, regardless of the fact that one or
more Parties now is or may become a resident of a different state.
33. Nonwaiver. The failure of the Beneficiary at any time to require performance of any provision or to
resort to any remedy provided under this Agreement, or the Beneficiary’s agreement to provide
accommodation outside the terms of this Agreement, shall in no way affect the right of the
Beneficiary to require contract performance or to resort to a remedy at any time, or to refuse to
make accommodation thereafter, nor shall the waiver by any party of a breach be deemed to be a
waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed
by the party against whom the waiver is being enforced. No course of dealing or any failure to
exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a
waiver thereof.
34. Succession of Benefits. The provisions of this Deed of Trust shall inure to the benefit of and be
binding upon the Parties hereto, their heirs, personal representatives, conservators and permitted
assigns.
35. Successor Trustee. Beneficiary may appoint a Successor Trustee in the manner prescribed by
law. A Successor Trustee herein shall, without conveyance from the predecessor Trustee, succeed
to all the predecessor’s title, estate, rights, powers and duties. Trustee may resign by mailing or
delivering notice thereof to Beneficiary and Trustor.
36. Entire Agreement. The terms of this Deed of Trust, the Obligations Secured and attached Exhibit
A executed this date constitute the entire agreement among the Parties and the Parties represent
that there are no collateral or side agreements not otherwise provided for within the terms of this
Deed of Trust.
37. Time of Essence. Time is of the essence in this Deed of Trust and every term, condition, covenant
and provision hereof.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
38. Modification. No modification of this Deed of Trust shall be binding unless evidenced by an
agreement in writing and signed by all Parties.
39. Partial Invalidity. If any provision of this Deed of Trust is held to be invalid or unenforceable all the
remaining provisions shall nevertheless continue in full force and effect.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
TRUSTOR/BORROWER:
[Developer]
a [Arizona Non-Profit Corporation]
By: ______________________________________
[Name, Title]
STATE OF _____________
)
) ss.
County of ___________
)
The foregoing Deed of Trust was acknowledged before me this ______day of _____________, _____,
by
________________________________________________________________________________
_________________________________________
My Commission expires:
Notary Public
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
Reviewed, Approved and Agreed to Pursuant to Paragraph 38.
MARICOPA COUNTY, a political subdivision of the State of Arizona
____________________________________
[Name, Title]
STATE OF ARIZONA
)
) ss.
County of Maricopa
)
The foregoing Deed of Trust was acknowledged before me this ______day of _____________, _____,
by
______________________________________________________________________________.
_________________________________________
My Commission expires:
Notary Public
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
BENEFICIARY
By:_____________________________________
Title:
STATE OF ARIZONA )
)ss.
County of Maricopa
)
The foregoing Deed of Trust was acknowledged before me this ______day of ______________, _____,
by____________________________________, Chairman, Board of Supervisors
_________________________________________
My Commission expires:
Notary Public
Do not destroy this Deed of Trust or the note that it secures. Both must be delivered to the Trustee for
cancellation before release and conveyance will be made.
Escrow No.
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
Exhibit A
Legal Description
[ADDITIONAL INFORMATION TO BE ADDED AT A LATER DATE]
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
Exhibit B
Occupancy Restrictions and Project Unit Characteristics
This Attachment describes the specific affordability requirements and occupancy restrictions for the Project required
by the applicable program regulations and the project characteristics as described and represented to the County. The
Project shall be operated and maintained according to the unit mix and with the amenities described herein.
[insert information found in Exhibit D Attachment D2 of OPS contract]
[ADDITIONAL INFORMATION TO BE ADDED AT A LATER DATE]
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
PROMISSORY NOTE
Maricopa County, Arizona
___________, 2022
For value received, [Developer] ("Borrower") promises to pay to the County of Maricopa, an Arizona body
politic ("County"), the sum of [AMOUNT] DOLLARS ($[amount] ) (the "Obligation") payable in accordance
with the terms of certain agreement between Maricopa County Administered by its Human Services
Department and [Developer] dated _____________, 2022 (the "Agreement"), attached hereto and
incorporated herein.
1. The definition of any capitalized term or word used and not otherwise defined shall have the meaning
set forth in the Loan Agreement.
2. During the Affordability Period as set forth in the Agreement, Borrower shall comply with all of the terms,
restrictions and conditions in said Agreement and the Declaration and Assignment of Affirmative Land
Use recorded in accordance with said Agreement, that ensure the housing provided in whole or in part
with the funds evidenced by this Promissory Note remains subject to affordability requirements and
available to those residents who qualify for such housing. If said Project Property fails to remain
affordable as defined aforesaid, the full obligation evidenced herein shall be come immediately due and
payable in full.
3. This Note shall bind and inure to the benefit of the respective permitted successors and assigns of the
Borrower and the County.
4. Payments shall be made in lawful money of the United States of America at the administrative offices
of Maricopa County Human Services Department at the following address: 234 N. Central Ave.,
Phoenix, Arizona, 85004.
5. The prevailing party in a suit on this Note shall recover, as part of the judgment, reasonable attorney’s
fees that may be fixed by the judge of the court.
6. This Note shall be evidenced and secured by the following documents, all of which will be executed in
favor of the County on even date herewith and will be duly recorded in the Office of the Recorder of
Maricopa County, Arizona:
a. The Agreement
b. The Declaration and Assignment of Affirmative Land Use
c. Deed of Trust
7. Borrower's obligations under this Note are nonrecourse to Borrower and its members and may be
enforced solely out of the proceeds of the sale of the property in accordance with the Deed of Trust.
8. The Note shall be governed by, and construed in accordance with, the laws of the State of Arizona.
9. Time is of the essence in this Note and every term, condition, covenant and provision hereof.
10. The Deed of Trust and this Note are and shall be subject and subordinate in all respects to the liens,
terms, covenants and conditions of any senior lender recorded prior in time to the Deed of Trust, as
reflected on Exhibit A attached hereto.
a. [SIGNATURE APPEARS ON THE FOLLOWING PAGE]
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22
SERIAL 220166-RFP
IN WITNESS WHEREOF, Borrower has signed this Note on this ____ day of _________, 2022.
[Developer],
a [Arizona limited liability company]
By:
Its:
___________________________
[Name, Title]
STATE OF _________
)
) ss.
County of _______
)
The foregoing Promissory Note was acknowledged before me this _____ day of
,
2022, by _____________________________________________________________________.
______________________________________
My Commission expires:
Notary Public
DocuSign Envelope ID: B5E6F26F-A2DC-4360-A61F-D84C74FF1D22