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Contract No. C-22-22-181-X-01 Amendment No. 1 Foundation for Senior Living Page 1 of 6 AMENDMENT NO. 1 TO THE DEVELOPER AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND FOUNDATION FOR SENIOR LIVING I. Maricopa County (“County”) administered by its Human Services Department and Foundation for Senior Living (FSL Holding Properties LLC (“Developer”)) entered into a financial Developer Agreement on or about October 6, 2021. The purpose of the Agreement is for the Developer to make infrastructure improvements and construct 12 energy-efficient, single-family detached affordable homes in the Casa del Sol subdivision in Wickenburg, Arizona. The County provided the Developer with $288,000 in funds from the U.S. Department of Housing and Urban Development (HUD) HOME Investment Partnerships Program, CFDA 14.239. All work performed or cost incurred or expended shall be reimbursable through August 31, 2024. The County and Developer may be referred to individually as the “Party” and collectively referred to as the “Parties.” II. The Parties agree to enter into this Amendment No. 1 to amend the Agreement as follows: A. Revise Section 1 (General Provisions), Paragraph 5.0 (INSURANCE), by deleting Subparagraph 5.1 in its entirety and replace with the following: 5.1 Pursuant to A.R.S. § 38-511, the County may cancel this Agreement without penalty or further obligation within three years after execution of this Agreement, if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the County at any time while this Agreement or any extension of this Agreement is in effect, is or becomes an employee or agent of any other party to this Agreement in any capacity or consultant to any other party to this Agreement with respect to the subject matter of this Agreement. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the County from any other party to this Agreement arising as the result of this Agreement. A cancellation notice made under this Subparagraph shall be effective when the recipient receives a written notice of cancellation unless the notice specifies a later date. B. Revise Section 2 (Special Provisions), Paragraph 19.0 (GENERAL CONDITIONS), remove and replace with the following: 19.1 Administrative Change Orders and Addenda – The Chairman of the Board of Supervisors is authorized upon the recommendation of the Human Services Department Director and Legal Counsel to: a.) make changes within the general scope of the Agreement on behalf of the County through Administrative Change Orders, and b.) identify the single-family properties that are subject of Section III (Work Statement), Paragraph 1.0 (Detailed Scope of Work) of this Agreement through Addenda. Both Administrative Change Orders and Addenda shall be approved and fully executed by the Chairman of the Board of Supervisors and the authorized representative for the Developer. Contract No. C-22-22-181-X-01 Amendment No. 1 Foundation for Senior Living Page 2 of 6 19.1.1 Administrative Change Orders may address any of the following areas: 19.1.1.1 Modifications to the Project timeline if the last day of the Project timeline is within the Agreement term; 19.1.1.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 19.1.1.3 Modifications required by federal, state, or County regulations, ordinances, or policies; 19.1.1.4 Modifications to administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by HUD or local regulations, policies, or requirements; and 19.1.1.5 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by HUD or by local regulations, policies, or requirements. 19.1.2 Addenda: 19.1.2.1 The Developer and the Administrator shall submit to the County, an Addendum when each property has been identified and will be acquired by the Developer and the Administrator for rehabilitation activities under this Agreement; and 19.1.2.2 All Addenda shall be integrated into the Agreement. C. Revise the Work Statement in the Original Agreement, Section 3 (Work Statement), remove in its entirety and replace with “2021 Work Statement”, attached and incorporated into the Agreement. The 2021 Work Statement is for the Developer to provide GAP financing, down payment and closing cost assistance to eligible buyers for up to ten (10) HOME-assisted properties to be sold to households in the Casa del Sol Affordable housing subdivision in Wickenburg, AZ, earning 80% or less of the AMI. A minimum of two (2) of the HOME-assisted properties will be sold to households earning 65% or less AMI. III. Section II above contains all the changes made by this Amendment No. 1. All other terms and conditions of the Agreement shall remain the same and in full force and effect as executed by the Parties. IV. The Parties have authorized the undersigned to execute this Amendment No. 1 on their behalf, and it shall be effective upon approval and signature by both Parties. (Signatures are contained on the following page) Contract No. C-22-22-181-X-01 Amendment No. 1 Foundation for Senior Living Page 3 of 6 IN WITNESS, the Parties have approved and signed this Amendment: NO. 1: FOR FOUNDATION OF SENIOR LIVING (Developer): __________________________________ Tamara Bohannon Date President/CEO FOR MARICOPA COUNTY: __________________________________ Bill Gates Date Chairman, Board of Supervisors Attestation: __________________________________ Juanita Garza Date Clerk of the Board IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251, AND 11-952, THIS AMENDMENT NO. 1 HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED IT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO MARICOPA COUNTY UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: ___________________________________ Deputy County Attorney Date Contract No. C-22-21-092-X-01 2021 Work Statement Foundation for Senior Living Page 4 of 6 MARICOPA COUNTY HOME Investment Partnerships Program Program Year 2021 Project: Name: Casa del Sol Affordable Housing DUNS Number: FSL Holding Properties LLC 962626706 Activity Type: Homebuyer Financial Assistance 1.0 FUNDING: HOME Program Income-2021 FUNDS CASH MATCH OTHER RESOURCES TOTAL BUDGET $288,000 $300,000 $3,265,000. $3,853,000. 2.0 SCOPE OF WORK: Project Description: The Casa del Sol subdivision consists of 16 residential lots on an infill site located at 439 W. Palm Drive, Wickenburg, Arizona 85390. The 2.90-acre parcel of land was acquired by FSL Holding Properties LLC, a wholly owned subsidiary of the Foundation for Senior Living (FSL), on March 5, 2021. The seller was the Wickenburg Area Habitat for Humanity (WAHFH). FSL will serve as the project developer, responsible for infrastructure improvements, as well as the development of single-family detached homes on 12 of the lots. WAHFH has an option to purchase the remaining 4 lots. The homes to be developed by FSL will be energy-efficient and will incorporate a number of Universal Design features, such as zero-step entries, 36” wide interior doors, and lever-style door hardware and plumbing fixtures. Buyers will be able to select from three different floor plans and two different elevation styles. The plans will range in size from 1,236 square feet to 1,600 square feet and will feature 3 to 5 bedrooms, 2 bathrooms, and 1- and 2- car garages. 2.1 HOME-assisted Units: HOME funds will be used to ensure the properties are affordable by providing gap financing, down payment and closing cost assistance to eligible buyers. Up to ten (10) HOME-assisted properties will be sold to households earning 80% or less of the AMI, with a minimum of two of the HOME-assisted properties being sold to households earning 65% or less AMI. 2.2 HOME Subordinate Liens: FSL will execute a Promissory Note and a Deed of Trust for the deferred HOME loans on lots 1 through 4 and 9 through 14. Lots 5 through 8 will be reserved for Habitat for Humanity. The maximum HOME subsidy per unit is $96,000. Maricopa County will be named as the Beneficiary on the HOME loans. The deferred loans will be subject to “recapture” and become due and payable upon any transfer, voluntary or involuntary during the period of affordability. 2.3 Period of affordability: The period of affordability is defined by HUD at 92.254 of the HOME regulations. The period of affordability is determined by the amount of the HOME subsidy made to the homebuyer. HOME funds equaling $15,000 or less will have an affordability period of 5 years. HOME funds provided in the amount between $15,001 and $40,000 will have an affordability period of 10 years and HOME subsidies greater than $40,000 will have an affordability period of 15 years. Contract No. C-22-21-092-X-01 2021 Work Statement Foundation for Senior Living Page 5 of 6 2.4 Subcontractors: The Developer shall verify the qualifications of each Subcontractor through license verification, DUNS numbers, references, and SAM.gov. 3.0 OBJECTIVES AND OUTCOMES: OBJECTIVE OUTCOMES AVAILABILITY/ ACCESSIBILITY AFFORDABILITY SUSTAINABILITY DECENT HOUSING Single-Family Housing Rehab and Emergency Rehab, Homebuyer Assistance Homebuyer Activities, Acq/Rehab of rental housing, Acq/New Construction of rental housing, Expansion of assisted rental units in the private marketplace Housing Activities in a targeted revitalization area 4.0 LOGIC MODEL: PERFORMANCE INDICATORS: OUTPUTS INPUTS/ RESOURCES ACTIVITIES PARTICIPATION OUTCOMES OBJECTIVES Development staff, funding, and Contractors Provide direct financial assistance for up to (10) ten income qualifying households earning 80% or less of the AMI. Up to (10) ten low- income households Affordable housing for up to 10 low-income households. Improved neighborhoods and quality of life. Quality affordable housing. Opportunity for generational wealth. 5.0 PERFORMANCE REPORTING GOALS/TIMELINE OF ACTIVITIES: MILESTONES: Tasks to be Performed COMPLETION DATE Application/market study March 2021 Environmental Review approval January 2022 Acquisition of land March 5, 2021 RFP for General Contractor February 2022 Homeownership counseling/buyer preparation March 2022 – June 2023 Construction Phase April 2022 – June 2023 Final MCHSD inspection June 2023 Execute Homebuyer Agreement-Recapture Provisions March 2023 – June 2023 Sale of Unit March 2023 – June 2023 Homebuyer financing secured January 2023 – June 2023 Final Close-out /Project Completion August 2023 Any change to the Timeline will need to be approved by the County. Contract No. C-22-21-092-X-01 2021 Work Statement Foundation for Senior Living Page 6 of 6 6.0 ACTIVITY BUDGET SUMMARY: ACTIVITY HOME FUNDS CASH MATCH OTHER RESOURCES TOTAL ACTIVITY BUDGET Acquisition 234,181 234,181 Construction costs 2,209,820 2,209,820 Developer Fee 376,874 376,874 Gap financing, down payment and closing cost assistance to buyers 288,000 300,000 0 588,000 Other Soft Costs 444,125 444,125 TOTALS $288,000 $300,000 $3,265,000 $3,853,000 6.1. Cash match dedicated to this Project only. 7.0 SOURCE AND AMOUNT OF OTHER RESOURCES: SOURCE AMOUNT VOLUNTEER/ IN-KIND AMOUNT Cash and Line of Credit 234,181 Construction Loan 3,031,000 TOTAL $3,265,000 8.0 ACTIVITY MATCH: AMOUNT FORM OF MATCH SOURCE $300,000 AHP (Affordable Housing Program) Federal Home Loan Bank of San Francisco 9.0 SALES PRICE: 9.1 To ensure the homes are affordable for the target income group, the sales price shall be calculated so that each buyer’s monthly housing expenses (including principal, interest, property taxes, and home insurance) is in the range of 25-33% of the buyer’s gross monthly household income. Maximum Debt to Income (DTI) Ratio shall not exceed 43% of the gross monthly income. In addition, the housing will have an initial purchase price or estimated after rehabilitation that does not exceed 95% of the median purchase price for the area, as described in 24 C.F.R. § 92.254 (a)(2). Refer to Attachment 3 to this Agreement. 9.2 The buyer must obtain a mortgage loan with a fixed term and interest rate and lender fees may not exceed 3% of the mortgage amount. The income of the buyer shall be determined according to the requirements at 24 C.F.R. § 92.203. 9.3 Buyers shall be first time home buyers, as defined by HUD.