RFP 220166 AMENDMENT 2 NEWTOWN CDC (MC CLT) RE AFFORDABLE HOUSING.PDF
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Amendment No. 2
C-73-22-081-X-33
SERIAL 220166-RFP
AMENDMENT NO. 2
TO
SERIAL 220166-RFP, AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES
BETWEEN
NEWTOWN CDC (MC Community Land Trust)
&
MARICOPA COUNTY
WHEREAS, Maricopa County, Arizona (“County”) and NEWTOWN COMMUNITY DEVELOPMENT
CORPORATION (“Contractor”) have entered into a Contract for the purchase of AFFORDABLE
HOUSING DEVELOPMENT OPPORTUNITIES dated May 18, 2022 (“Agreement”) County Contract
No: 220166-RFP.
WHEREAS, County and Newtown Community Development Corporation agreed to further modify the
Agreement by changing certain terms and conditions in Amendment No. 1 dated January 24, 2024.
WHEREAS, County and Newtown Community Development Corporation have agreed to further modify the
Agreement by changing certain terms and conditions through this Amendment No. 2.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1.
This Amendment No. 2 is subject to and incorporates the provisions of A.R.S. § 38-511 and amends
the document to extend the expiration date from December 31, 2025, to December 31, 2026, throughout
the document, effective upon full execution by the Parties, in the following locations in the
contract/sections:
•
Second paragraph of the contract in 1.0 - Contract Term such that the term of the contract is
extended from three years and seven months to four years and seven months. The expiration
date will be extended from December 31, 2025, to December 31, 2026.
•
In Exhibit C – Special Terms and Conditions to extend the Funding Completion Date from
December 31, 2025, to December 31, 2026.
Please see revisions following signature page
[Signatures contained on the following page]
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IN WITNESS WHEREOF, the Contract Amendment is executed on the date set forth below and executed by
Maricopa County.
Newtown Community Development Corporation, an Arizona Non-Profit Corporation
__________________________________________________________________
AUTHORIZED SIGNATURE OF PRINCIPAL
__________________________________________________________________
PRINTED NAME AND TITLE
__________________________________________________________________
ADDRESS
____________________________
DATE
MARICOPA COUNTY
__________________________________________________________________
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
__________________________________________________________________
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
__________________________________________________________________
DEPUTY COUNTY ATTORNEY
DATE
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Revisions to contract in red
AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES
220166-RFP
This Contract is entered into this 18th day of May 2022 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Newtown Community Development Corporation, an Arizona
non-profit corporation (“Contractor” or “Developer”).
1.0
CONTRACT TERM
This Contract is for a term of three four years and one seven months, beginning on the 18th day
of May 2022 and ending the 30th 31st day of June December 2024 2025 December 2026; 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 date not to extend beyond December
31, 2026. 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: 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.
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
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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 Human Services Department, 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
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County. The form of any insurance policies and forms must be acceptable to
County.
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.
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7.2.9.2
Errors and Omissions/Professional Liability Insurance
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
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completion and acceptance of Contractor’s work or services and as
evidenced by annual certificates of insurance.
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
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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
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 MC1-373 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
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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
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.
The Contractor and all subcontractors or subrecipients shall have a valid Unique
Entity Identifier (UEI) number and an active profile in the federal System for Award
Management, or SAM.gov. Documentation of the UEI Number must be included in
all Project files.
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:
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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:
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
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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
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.
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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
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
Amendment No. 2
C-73-22-081-X-33
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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.
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(a): Project Description - CLT
7.30.1.2.2 Attachment B2 (a): Budget - CLT
7.30.1.2.3 Attachment B3 (a): Proposed Project Schedule – CLT
7.30.1.2.4 Attachment B1(b): Project Description – Gila Bend
CLT Development
7.30.1.2.5 Attachment B2(b): Budget - Gila Bend CLT
Development
7.30.1.2.6 Attachment B3(b): Proposed Project Schedule – Gila
Bend CLT Development
7.30.1.2.7 Attachment B4: Budget Amendment Request Form
7.30.1.2.8 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 D4: Request for Reimbursement Procedures
7.30.1.4.4 Attachment D5: Sample Request for Reimbursement Cover
Letter
7.30.1.4.5 Attachment D6: Request for Reimbursement Form
7.30.1.4.6 Attachment D7: 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,
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Phoenix, AZ 85004
Attention: Rachel Milne, Assistant Director
Phone Number: 602-506-1528
Housing and Community Development Manager
Phone Number: 602-506-5813
AND
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
Newtown Community Development Corporation
2106 E Apache Blvd, Suite 112
Tempe, AZ 85281
Attention: Stephanie Brewer, Executive Director
Phone: 480-517-1589
Email: Stephanie@newtowncdc.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.
7.33
ADMINISTRATIVE CHANGE ORDERS
The Chairman of the Board of Supervisors is authorized upon the recommendation
of the Human Services Department Director and the County Attorney to make
changes within the general scope of the contract on behalf of the County through
Administrative Change Orders. Administrative Change shall be approved and fully
executed by the Chairman of the Board of Supervisors and the Contractor.
Administrative Change Orders may address any of the following areas:
7.33.1 Modifications to the project timeline if the last day of the project timeline is
within the Agreement term;
7.33.2 Modifications to Budget line items if the Agreement Amount remains
unchanged;
7.33.3 Modifications required by federal, state, or County regulations, ordinances, or
policies; and
7.33.4 Modifications to Administrative requirements such as changes in reporting
periods, frequency of reports, or report formats required by local regulations,
policies or requirements.
7.34
FORCED LABOR
7.34.1 Contractor agrees to comply with all applicable portions of Arizona Revised
Statutes Section 35-394. Contracting; procurement; prohibition; written
certification; remedy; termination; exception; definitions.
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7.34.2 Contractor certifies that it does not currently, and agrees for the duration of
the contract, that it will not use:
7.34.2.1
The forced labor of ethnic Uyghurs in the People’s Republic of
China.
7.34.2.1
Any goods or services produced by the forced labor of ethnic
Uyghurs in the People’s Republic of China.
7.34.2.1
Any contractors, subcontractors or suppliers that use the forced
labor or any good or services produced by the forced labor of
ethnic Uyghurs in the People’s Republic of China.
7.34.3 If contractor becomes aware during the term of the agreement that
contractor is not in compliance with this paragraph, the contractor shall
notify the County within five business days after becoming aware of the
noncompliance. If the contractor fails to provide a written certification to the
County that the contractor has remedied the noncompliance within 180 days
after notifying the County of its noncompliance, then the agreement
terminates, except that if the agreement termination date occurs before the
end the 180-day period, the agreement terminates on the agreement
termination date.
7.35
PROVISIONS REQUIRED BY LAW
Each and every provision of law and any clause required by law to be in this
Agreement will be read and enforced as though it were included herein and, if
through mistake or otherwise, any such provision is not inserted, or is not correctly
inserted, then upon the application of either party, this Agreement will promptly be
physically amended to make such insertion or correction.
7.36
RELIGIOUS ACTIVITIES
The contractor agrees that costs, planned or claimed, including costs incurred, shall
not include any expense for any religious activity.
7.37
POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County or the
contractor under the agreement shall be used in the performance of this agreement
for any partisan political activity, or to further the election or defeat of any candidate
for public office.
7.38
EQUAL EMPLOYMENT OPPORTUNITY
7.38.1 The contractor shall not discriminate against any employee or applicant for
employment because of race, age, disability, color, religion, sex, or national
origin. The contractor shall take affirmative action to ensure applicants are
employed and that employees are treated during employment without regard
to their race, age, disability, color, religion, sex, or national origin. Such
action shall include but is not limited to the following: employment,
upgrading, demotion or transfer, recruitment, or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection
for training, including apprenticeship.
7.38.2 Contractor shall comply with the following provisions:
7.38.2.1
Title VI and VII of the Civil Rights Act of 1964, as amended (42
U.S.C. §§ 2000a, et seq.);
Amendment No. 2
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7.38.2.2
The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et
seq.);
7.38.2.3
The Age Discrimination in Employment Act of 1967, as amended
(29U.S.C. §§ 621, et seq.);
7.38.2.4
The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101,
et seq.); and Arizona Executive Order 2009-09, as amended, et
seq. which mandates that all persons shall have equal access to
employment opportunities.
7.38.2.5
Contractor understands that the United States has the right to
seek judicial enforcement of this assurance.
7.39
CERTIFICATION REGARDING LOBBYING
7.39.1 Contractor certifies, to the best of their knowledge and belief, that:
7.39.1.1
No federal appropriated funds have been paid or will be paid, by
or on behalf of the contractor, to any person for influencing or
attempting to influence an officer or employee of any agency.
This applies to a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making
of any federal grant. Including the making of any federal, loan the
entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any federal
contract, grant, loan, or cooperative agreement.
7.39.2 If any funds other than federal appropriated funds, have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, member of Congress, an officer or employee of
Congress, or an employee of a member of Congress in connection with this
federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form-LLL, “Disclosure Form to Report
Lobbying,” in accordance with its instructions.
7.39.3 Contractor shall include Lobbying Certification language in the award
documents for all subcontractors (including sub-grants, and contract under
grants, loans, and cooperative agreements) and that all sub-recipients shall
certify and disclose accordingly.
7.39.3.1
The Lobbying Certification is a material representation of fact
upon which reliance was placed when this transaction is made
or entered into. Submission of this certification is prerequisite for
making or entering into this transaction imposed by section
1352, Title 31, U.S. Code. Any successful proposer(s) who fail to
file the required certification shall be subject to a civil penalty of
not less than $10,000.00 and not more than $100,000.00 for each
such failure.
7.40
CLEAN AIR ACT & CLEAN WATER ACT
Contractor must comply with all applicable standards, orders, or requirements
issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the
Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR part 15).
Amendment No. 2
C-73-22-081-X-33
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7.41
ENERGY POLICY AND CONSERVATION ACT
Contractor must adhere to the standards and policies relating to energy efficiency,
which are contained in the State energy conservation plan issued in compliance with
the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871).
[signature page follows]
Amendment No. 2
C-73-22-081-X-33
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EXHIBIT A - CONTRACTOR (DEVELOPER) INFORMATION
UNIQUE ENTITY ID (SAM.GOV)
K5HLK49NLDH8
FEDERAL TAX ID
86-0793043
DUNS #
022225143
COMPANY NAME:
Newtown Community Development Corporation
DOING BUSINESS AS (dba):
Newtown CDC
MAILING ADDRESS:
2106 E Apache Blvd Suite 112
REMIT TO ADDRESS:
Same
TELEPHONE NUMBER:
480-517-1589
FAX NUMBER:
480-517-1490
WWW ADDRESS:
www.newtowncdc.org
REPRESENTATIVE NAME:
Stephanie Brewer
REPRESENTATIVE TELEPHONE NUMBER:
480-517-1589 stephanie@newtowncdc.org
YES
NO
REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM
THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
NET 30 0 DAYS
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EXHIBIT B – STATEMENT OF WORK
Attachment B1(a): Project Description - CLT
Project Description:
The Project as described herein as, Community Land Trust “CLT”, shall utilize ARPA funds to acquire,
rehabilitate and resell approximately 83 63 scattered-site affordable, single-family homes in the Phoenix
metropolitan area for homeownership. Homebuyers will be earning at or below 120% of Area Median
Income “AMI” adjusted by household size. ARPA funding will initially benefit 15 households, after
which the proceeds from the sale of those first homes will then be reinvested in 48 additional
homes, resulting in a total of 63 households assisted.
The ARPA funds in the amount of $10,200,000 $5,200,000 will be used for this project. Approximately
$5,200,000 of the ARPA funds will be for on scattered sites located throughout the Phoenix metropolitan
area and $5,000,000 will be dedicated to sites located in Gila Bend.
The Developer provides access to safe, affordable housing through our Community Land Trust (CLT)
program. The program increases the supply of affordable housing and increases homeownership
opportunities for low-to-moderate income individuals and families to build family wealth.
CLT homes are “permanently” affordable. The public investment (subsidies) used to make the homes
affordable stays with the land. The ground lease contains a shared appreciation provision and resale
formula that is designed to balance the competing interests of maximizing the CLT owner’s return on
investment and protecting the community’s investment in affordable housing. CLT owners can receive a
fair return on their investment and the homes remain affordable for future buyers.
The Developer shall identify a property on the market to be purchased within the given restrictions.
Properties are acquired using Developer’s lines of credit. The Developer shall evaluate all major systems
of the house to make sure they are in working order. If all major systems are in working order, then finishes
are addressed. The homes are made home energy efficient when feasible with added insulation in the attic
and updated windows.
Once a house is rehabbed, the Developer sells it to a low-to-moderate income individual or family for below
market value. To keep the price low, buyers pay only for the house itself and the CLT retains ownership of
the land on which the home is located. Developer then leases the land to the homeowners through a low-
cost, long-term, renewable lease. This arrangement allows families to build equity and enjoy all the benefits
of homeownership while the CLT retains the initial investment and keeps the resale price low for future
buyers.
If CLT homeowners decide to sell their houses, Developer shall purchase the home at the original purchase
price plus 25% of the increased value of the house, which allows the first homebuyer to make a profit, while
still ensuring that the house remains affordable. Developer shall then resell the home to another income-
qualified buyer, keeping the house and land in the CLT for an infinite period of time for future first-time
homebuyers.
Developer holds the lands in trust and monitors the condition of the properties as well as the resale
restrictions that ensure the homes remain affordable for future buyers. The Developer’s stewardship
includes on-going support for the CLT homeowners to ensure their long-term success.
Our stewardship includes on-going support for our homeowners to secure their long-term success. For
example, a number of CLT homeowners lost their jobs during the recession. They did not lose their homes
to foreclosure because they received counseling from Newtown and were able to obtain assistance through
other programs.
The Developer has a dedicated loan fund that CLT homeowners can access to pay for tools, home repairs
and maintenance (zero interest and a minimal processing fee). We currently have around $50,000 in loans
out to CLT owners with $20,000 in additional loan funds available.
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The Developer also has a tool library so CLT owners can borrow tools such as a lawn mower, weed
whacker, leaf blower, ladders, etc. Stewardship also includes training and education. For example, we’ve
provided hands-on training on irrigation and sprinkler systems at a CLT owner's home in which a number
of other CLT owners attended.
The Developer is a HUD-approved housing counseling agency and has adopted the National Standards
for Homeownership Education and Counseling. Certified counselors help clients resolve credit issues, find
sources of down payment assistance, and provide assistance throughout the home buying purchase
process. Eligible CLT buyers are required to meet with a housing counselor, attend a CLT orientation, and
complete a homebuyer education class before they are able to finalize the purchase.
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
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 120% 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
Initial
Total After Proceed Reinvestment
Number of households (units)
15
83 63
Number of people (approximate
41
225 170
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(a): Budget-CLT.
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EXHIBIT B – STATEMENT OF WORK
Attachment B2: Budget -
FUND SOURCES
Sources
Total
Federal Grants and Program Revenues
$33,270,749
MCHSD ARPA Funds
Grant
$10,200,000
Total
$43,470,749
BUDGET SUMMARY
Name of Activity: Alta Vista
ARPA Funds
Additional Sources
TOTAL COST
Acquisition Costs
Land
$ -
$
$
Building Acquisition
$10,200,000
$23,200,000
$33,400,000
Other: taxes, title, recording
$
$345,280
$345,280
General Development Costs
Construction Hard Costs- Residential
$ -
$4,150,000
$ 4,150,000
Construction Costs- Nonresidential
$ -
$86,320
$ 86,320
Contractor OH, Profit, and Gen. Conditions
$ -
$ -
$ -
Hard Costs Contingency
$ -
$ -
$ -
Environmental- inspection and remediation
$ -
$ -
Demolition
$ -
$ -
$ -
Site Planning
$ -
$ -
$ -
Architect Fees
$ -
$ -
$ -
Engineering Fees
$ -
$ -
$ -
Survey, Permit, Tests
$ -
$ -
$ -
Legal Fees
$ -
$ -
$ -
Other Professional Fees
$ -
$ -
$ -
Accounting and Cost Certification
$ -
$ -
$ -
Title and Recording
$ -
$124,500
$124,500
Market Study/Appraisal
$ -
$ -
$ -
Real Estate Taxes
$ -
$33,200
$ 33,200
Insurance
$ -
$19,920
$ 19,920
Construction Period Interest
$ -
$ -
$ -
Construction Financing Fees
$ -
$242,360
$242,360
Marketing Expense
$ -
$ -
$ -
Reserves
$ -
$ -
$ -
Soft Cost Contingency
$ -
$ -
$ -
Other: Realtor Fees
$ -
$1,300,969
$ 1,300,969
Developer’s Fee
Developer’s Fee
$ -
$3,768,200
$ 3,768,200
Homeownership Counseling
Counseling fee
$-
$
$
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Program Administration Costs*
Program Management Services
$ -
$ -
$ -
Staff
$ -
$ -
$ -
Supportive Services
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
TOTALS
$10,200,000
$ 33,270,749
$43,470,749
EXHIBIT B – STATEMENT OF WORK
Attachment B2(a): Budget - CLT
FUND SOURCES
Sources
Total
MCHSD ARPA Funds
Grant
$5,200,000
Total
$5,200,000
BUDGET SUMMARY
Name of Activity: CLT
ARPA Funds
Building Acquisition
$ 5,200,000
TOTALS
$ 5,200,000
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EXHIBIT B – STATEMENT OF WORK
Attachment B3(a): Proposed Project Schedule - CLT
Project Milestones
Estimated Completion
Date
Comments
Execute Contract
5/31/2022
*
First set of houses acquired, rehabbed or
constructed, and sold to eligible home
buyers-
12/30/2022 12/31/2023
22 Homes 15 Initial
Beneficiaries
Second set of houses acquired and
rehabbed or constructed using proceeds,
and sold to eligible home buyers-
6/30/2023 12/31/2025
22 Homes 63 Total
Beneficiaries
Third Set of houses acquired
12/30/2023
45 Homes (Including Gila
Bend)
Homeownership Counseling/Buyer
Preparation
5/1/2024
Homebuyer Financing Secured
5/1/2024
Rehabilitation/Construction
5/1/2024
Resale of Properties to Eligible
Homebuyers
5/1/2024
Final Closeout/Project Completion Form
6/30/2024 12/31/2025
*It is estimated a single home will take 120 days from acquisition to sale to owner
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EXHIBIT B – STATEMENT OF WORK-
Attachment B1(b): Project Description - Gila Bend CLT Development
Project Description:
The Project as described herein, Gila Bend CLT Development, shall utilize ARPA funds to acquire
land, and develop and build a home ownership community of approximately 20 affordable, single-
family homes in Gila Bend. Homebuyers will be earning at or below 120% of area median income
“AMI” adjusted by household size.
The ARPA funds in the amount of $5,000,000 will be used for Land Acquisition, Predevelopment
and Design, and Hard Construction Costs. The Developer provides access to safe, affordable
housing through a Community Land Trust (CLT) program. The program increases the supply of
affordable housing and increases homeownership opportunities for low-to-moderate income
individuals and families to build family wealth.
CLT homes are “permanently” affordable. The public investment (subsidies) used to make the
homes affordable stays with the land. The ground lease contains a shared appreciation provision
and resale formula that is designed to balance the competing interests of maximizing the CLT
owner’s return on investment and protecting the community’s investment in affordable housing.
CLT owners can receive a fair return on their investment and the homes remain affordable for future
buyers.
Once a house is constructed, the Developer sells it to a low-to-moderate income individual or family
for below market value. To keep the price low, buyers pay only for the house itself and the CLT
retains ownership of the land on which the home is located. Developer then leases the land to the
homeowners through a low-cost, long-term renewable lease. This arrangement allows families to
build equity and enjoy all the benefits of homeownership while the CLT retains the initial investment
and keeps the resale price low for future buyers.
If CLT homeowners decide to sell their houses, Developer shall purchase the home at the original
purchase price plus 25% of the increased value of the house, which allows the first homebuyer to
make a profit, while still ensuring that the house remains affordable. Developer shall then resell the
home to another income-qualified buyer, keeping the house and land in the CLT for an infinite period
of time for future first-time homebuyers.
Prior to the start of construction, the County and the Developer will execute a Developer Deed of
Trust including all 20 lots in the subdivision. At completion of each home’s construction and in
preparation of sale of the home to the qualified Owner, the County will provide a partial deed release
for the specific home to be sold.
Developer holds the lands in trust and monitors the condition of the properties as well as the resale
restrictions that ensure the homes remain affordable for future buyers. The Developer’s
stewardship includes on-going support for the CLT homeowners to ensure their long-term success.
The Developer has a dedicated loan fund that CLT homeowners can access to pay for tools, home
repairs and maintenance (zero interest and a minimal processing fee). The Developer also has a
tool library so CLT owners can borrow tools such as a lawn mower, weed whacker, leaf blower,
ladders, etc. Stewardship also includes training and education.
The Developer is a HUD-approved housing counseling agency and has adopted the National
Standards for Homeownership Education and Counseling. Certified counselors help clients resolve
credit issues, find sources of down payment assistance, and provide assistance throughout the
home buying purchase process. Eligible CLT buyers are required to meet with a housing counselor,
attend a CLT orientation, and complete a homebuyer education class before they are able to finalize
the purchase.
Project Eligibility:
Amendment No. 2
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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 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 120% 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)
20
Number of people (approximate)
54
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(b).
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EXHIBIT B – STATEMENT OF WORK
Attachment B2(b): Budget - Gila Bend CLT Development
FUND SOURCES
Sources
Total
MCHSD ARPA Funds
Grant
$5,000,000
TOTAL
$5,000,000
BUDGET SUMMARY
ARPA Funds
Total
Land Acquisition
$ 300,000
$ 300,000
Predevelopment and Design Costs
$ 1,000,000
$ 1,000,000
Hard Construction Costs
$ 3,700,000
$ 3,700,000
TOTAL
$ 5,000,000
$ 5,000,000
EXHIBIT B – STATEMENT OF WORK
Attachment B3(b): Proposed Project Schedule - Gila Bend CLT Development
Project Milestones
Estimated
Completion
Date
Comments
Execute Contract
5/18/2022
Land Acquisition
12/14/2023
Construction Documents (Standard Plans Complete)
3/31/2024
Select General Contractor
12/14/2023
Infrastructure Permits Secured
5/31/2024
Begin Infrastructure Construction
6/1/2024
Home Construction Permits Secured
7/1/2024
Begin Construction of Homes
7/15/2024
First Home Sold to Eligible Home Buyer
9/1/2024
Finish Construction of Last Home
3/31/2025
Last Home Sold to Eligible Home Buyer
5/31/2025
Final Closeout/Project Completion Form
6/30/2025
Amendment No. 2
C-73-22-081-X-33
SERIAL 220166-RFP
EXHIBIT C – SPECIAL TERMS AND CONDITIONS
Funding Completion Date: June 30, 2024 December 31, 2025 December 31, 2026
Developer: Newtown Community Development Corporation
CFDA ALN Number: CFDA ALN 21.027 American Rescue Plan Act Coronavirus State and Local Fiscal
Recovery Funds
UEI Number: K5HLK49NLDH8
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
Community Land Trust.
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 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.
d. “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.
e. “Owner” means the purchaser from the Developer of a property within the project subject
to a Period of Affordability
f.
“Period of Affordability” means the term defined in the Promissory Note and Deed of Trust.
g. “Project” means Alta Vista CLT, as submitted to the County by Developer in response to
the solicitation by the County on January 11, 2022, and Gila Bend CLT Development as
added by this amendment action.
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h. “Promissory Note” means a document evidencing Developer’s promise to repay to
Maricopa County the funds advanced under certain conditions set forth in the document.
i.
“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 $2,565,000.00 $10,200,000, 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.
Prior to any funds being disbursed, Developer shall deliver to the County a fully authorized
and executed Deed of Trust, which documents shall be recorded in the Maricopa County Recorder’s Office,
to attach to the Project. The forms for such documents are attached to the Contract as Exhibit E, attachment
E1. In no event shall said Deed of Trust be removed of record or modified in any manner without the prior
written consent of the County.
12.
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 D4-D6 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.
13.
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.
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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.
14.
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 9, 10, 11, 12, 13 and 15 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.
15.
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.
16.
The County will not be liable for any contracts entered into by Developer in anticipation of
receiving payments under the Contract.
17.
Not later than July 30 of each year and continuing until the expiration of the Affordability
Period, unless otherwise determined by the Human Services Department but not to exceed a 5-year
period per 2 CFR Part 200.330, Developer shall provide to the County:
a. Record of any ARPA funds recaptured or proceeds and the projects the funds were applied
to.
b. Proof recaptured or proceed 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.
18.
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.
19.
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.
20.
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
activities, or budget.
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21.
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.
22.
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.
Amendment No. 2
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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 approximately 83 total
scattered site residential single-family properties.
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 Work to be an indirect benefit to the Owner. The Developer is
using ARPA funds to acquire, rehabilitate and resell Projects which will create approximately 83 separate
affordable properties. Regarding the Gila Bend CLT Development, the County considers the Work to
be an indirect benefit to the Owner. The Developer is using ARPA funds to develop the Project’s
Infrastructure which will give the Developer the opportunity to create approximately 20 separate
affordable properties.
4. Security Instruments for Affordability: The County will execute a Developer Deed of Trust for each
property within the project. A Deed Release will be provided to the Developer when a property within the
project is complete, an Owner has been qualified and the loan has been underwritten and is ready to close
escrow. For the Gila Bend CLT Development, 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, an 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.
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.
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EXHIBIT D- ADDITIONAL PROCEDURES/FORMS
Attachment D5: Sample Request for Reimbursement Cover Letter
AGENCY LETTERHEAD
Date
Rachel Milne, Assistant Director
Housing and Community Development Manager
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: _______________________________
Enclosure