AMENDMENT TO IGA WITH TOWN OF WICKENBURG RE AFFORDABLE HOUSING.PDF
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Contract No. C-22-24-048-X-01 Amendment No. 1 1 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND TOWN OF WICKENBURG I. Maricopa County (“County”), administered by its Human Services Department, and Town of Wickenburg (“City” or “Subrecipient”) entered into a financial Agreement, which was fully executed on or about December 6, 2023. The purpose of the Agreement is for the Subrecipient to expand affordable rental housing opportunities to residents of the Town of Wickenburg. The County and the Subrecipient collectively are referred to here as the “Parties.” Through this Agreement, affordable rental opportunities in the Town of Wickenburg will be expanded. The County shall provide Subrecipient with funds to develop multifamily rental housing for low-income households in Maricopa County. The Subrecipient shall provide partial funding for the development of affordable rental housing through an eligible Subrecipient or Contractor, to develop the Wickenburg Apartments, providing a total of 208 affordable mixed-income rental units (“Project”). The County provided the Subrecipient with $10,000,000 in American Rescue Plan Act (“ARPA”) funds, ALN 21.027 American Rescue Plan Act. The term of the Agreement is from November 15, 2023, to September 30, 2026. II. The Parties now agree to amend the Agreement through this Amendment No. 1 as authorized by paragraph 4.0 (Amendments) of the Agreement. Amendment No. 1 addresses the following: A. Revise paragraph 3.0 Term of Agreement, subparagraph 3.1 which shall extend the Agreement Term from November 15, 2023, through December 31, 2026. B. Revise and replace in its entirety subparagraph 5.0 (Administrative Change Orders) with the following: 5.0 ADMINISTRATIVE CHANGE ORDERS 5.1 The Chairman of the Board of Supervisors is authorized, upon the recommendation of the Human Services Department Director and Legal Counsel, to review and execute administrative changes to the Agreement on behalf of the County through Administrative Change Orders. Administrative Change Orders will be effective upon execution by both the Parties. Administrative Change Orders shall address any of the following changes: 5.1.1 Modifications to the project timeline if the last day of the project timeline is within the Agreement term; 5.1.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 5.1.3 Modifications required by federal, state, or County regulations, ordinances, or policies; and/or 5.1.4 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by federal, state or local regulations, policies, or requirements Contract No. C-22-24-048-X-01 Amendment No. 1 2 C. Revise paragraph 8.0 (Responsibilities of Organizations) to address the following: 1. Revise 8.1 (The Subrecipient), Subparagraph 8.1.5.1 and replace in its entirety the following: 8.1.5.1 Status and updates on project timelines; The proposed project timeline is an estimate and will be updated with each quarterly report, based on changes to the development schedule. 2. Revise 8.2 (The County) to add Subparagraph 8.2.3 and incorporate into the Agreement: 8.2.3 The County will provide technical assistance to the Town throughout the term of the Agreement, including compliance reviews on reimbursement requests, contractual documents, security and loan instruments, and other project related documents, to ensure compliance with the Agreement and ARPA requirements. D. Revise Paragraph 9.0 (Compensation) to address the following: 1. Revise subparagraph 9.2 and replace in its entirety the following: 9.2 The Agreement is on a cost reimbursement basis except as provided in Section 9.3. 2. Revise subparagraph 9.3 and replace in its entirety the following 9.3 The County shall reimburse the Subrecipient on a net 0 payments standard. Notwithstanding anything to the contrary in this Agreement, the amount needed for land acquisition for the Project (as defined in Exhibit A – Statement of Work) can be advanced by the County in advance of the closing date, with substantial evidence the transaction will take place. E. Revise paragraph 10.0 (Method of Payment) to incorporate the following into the Agreement: 10.5 The Subrecipient shall comply with all requirements under 2 C.F.R. 200.415, incorporated herein by reference. F. Revise paragraph 23.0 (General Indemnification) by removing and replacing in its entirety the following: 23.0 GENERAL INDEMNIFICATION 23.1 Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party and its officers, officials, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “Claims”) either arising from or related to breach of this Agreement, but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. The obligations under this Section 23 shall survive termination of this Agreement. Contract No. C-22-24-048-X-01 Amendment No. 1 3 23.2 Subrecipient shall add an indemnity clause to all agreements with contractors receiving funds from this agreement requiring that contractor indemnity, defend and hold the County harmless and its officers, officials, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “claims”) either arising from or related to breach of the contract, but only to the extent such claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. G. Revise paragraph 24.0 (Insurance) to incorporate the following into the Agreement: 24.16 Workers’ Compensation: 24.16.1 Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the Subrecipient and all subcontractor’s or subrecipient’s employees engaged in the performance of the work or services under this Agreement; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 24.16.2 Subrecipient and all subcontractors or subrecipients hereunder waive all rights against County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions for recovery of damages to the extent these damages are covered by the Worker’s Compensation and Employer’s Liability, or commercial umbrella liability insurance obtained by the Subrecipient and all its Subcontractors or subrecipients pursuant to this Agreement 24.17 Exceptions: 24.17.1 In the event the Subrecipient is a public entity, the Insurance Requirements herein shall not apply to such public entity. Such public entity shall ensure the Insurance thresholds are met and provide a Certificate of Self-Insurance equal to: 24.17.1.1 Commercial Umbrella a limit of no less than $2,000,000 for each occurrence; 24.17.1.2 General Aggregate Limit $4,000,000; and 24.17.1.3 Workers’ Compensation a limit of no less than $1,000,000 for each accident 24.17.1.4 Mail COI to: Maricopa County c/o Risk Management 301 W Jefferson St., Suite 910 Phoenix, AZ 85003 24.17.2 Subcontractors: The Subrecipient’s certificate(s) shall include all Subcontractors as insureds under its policies, or the Subrecipient shall furnish to the County separate certificates for each Subcontractor. All coverages for Subcontractors shall be subject to the minimum requirements identified above. Contract No. C-22-24-048-X-01 Amendment No. 1 4 24.17.3 Approval: Any modification or variation of the insurance requirements in any agreement must have prior approval from the County whose decision shall be final. Such action will not require a formal amendment H. Revise paragraph 53.0 (Administrative Requirements) to address the following items: 1. Revise paragraph 53.2 Repayment of Funds and incorporate the following into the Agreement: 53.2.1 To the extent permitted by applicable ARPA regulations and program requirements, County agrees that the Subrecipient’s repayment obligations under this Agreement will be limited to the amount the Subrecipient is able to recover from the Owner/Developer of the Project pursuant to the terms of the Loan Documents (as defined in Exhibit A) between Subrecipient and Owner/Developer. 2. Revise subparagraph 53.3.2 by removing and replacing in its entirety the following: 53.3.2 System for Award Management -The Subrecipient 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. Subrecipients and subcontractors will not receive a subaward until that entity has provided its UEI number. 2 C.F.R. § 25.300; Appendix A to 2 C.F.R. § 25. I. Add the following paragraphs and incorporate into the Agreement: 56.0 ACRONYMS AND DEFINITIONS Acronyms and Definitions found under 2 C.F.R. §§ 200.0 & 200.1 are incorporated by reference. 57.0 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. J. Revise Exhibit A – Statement of Work to address the following 1. Revise subparagraph 3.4 Affordability Period to incorporate the following into the Agreement: 3.4.1 The County will perform all long term monitoring of compliance with the Agreement for the ARPA-assisted units, and notify the Town of monitoring results throughout the Period of Affordability; and, the County will provide technical assistance to Subrecipient and to Developer throughout the term of this Agreement and the Contract No. C-22-24-048-X-01 Amendment No. 1 5 affordability period, including compliance reviews on reimbursement requests, contractual documents, security and loan instruments, other project related documents, and items related to the Developer’s responsibilities as they relate to the Agreement, to ensure compliance with the Agreement and the ARPA requirements. The town can request technical assistance at any time. This provision will survive the term of the Agreement. 2. Revise 5.0 Budget by removing and replacing in its entirety the following: 5.0 BUDGET: SOURCES TOTAL Maricopa County – ARPA $10,000,000 USES ARPA FUNDS Acquisition Costs Land $2,350,000 General Development Costs Predevelopment and Construction Hard Costs - Residential $7,650,000 TOTAL $10,000,000 3. Revise 6.0 Proposed Project Schedule by removing and replacing in its entirety with the following” 6.0 PROPOSED PROJECT SCHEDULE: PROJECT MILESTONE ESTIMATED COMPLETION DATE COMMENTS Site Acquisition 2/28/2025 Construction Loan (Closing Date) 9/15/2025 Partnership Closing (Closing Date) 9/15/2025 Permanent Loan Commitment 7/30/2024 Permanent Loan Closing 11/1/2026 Other Funds Firm Commitment 8/20/2024 State LIHTC Other Funds Firm Commitment 8/20/2024 4% LIHTC Federal Other Funds Firm Commitment 3/1/2025 SHTF ADOH Environmental Review Completion 12/15/2024 Authority to Use Grant Funds 1/28/2025 Zoning Entitlements N/A Zoned for Subject Project Plans Submitted to the Municipality 5/1/2025 Civil Permits Issued 8/30/2025 Building Permits Issued 8/30/2025 Contractors’ Notice to Proceed Issued 9/15/2025 Construction Mobilization 9/15/2025 25% Completion 3/15/2026 Contract No. C-22-24-048-X-01 Amendment No. 1 6 50% Completion 9/15/2026 75% Completion 1/15/2027 100% Completion 5/30/2027 Certificate of Occupancy 5/30/207 ARPA-Assisted Units Occupied 6/30/2027 100% Occupancy 10/31/2027 ARPA Final Expenditure 6/15/2026 The Proposed Timeline will be updated quarterly as per paragraph 8.1.5.1 III. The Agreement is amended to incorporate the changes contained in this Amendment No. 1 and is subject to the provisions of Arizona Revised Statute (A.R.S.) §38-511. All other terms and conditions of the Agreement shall remain in full force and effect as approved and amended as executed by the Parties. IV. The Parties have authorized the undersigned to execute this Amendment No. 1 on their behalf. [Signatures contained on the following page] Contract No. C-22-24-048-X-01 Amendment No. 1 7 IN WITNESS, the Parties have approved and signed this Amendment No. 1: FOR TOWN OF WICKENBURG: __________________________________ Mayor Date FOR MARICOPA COUNTY: ____________________________________ Jack Sellers, Chairman Date Board of Supervisors Attested to: __________________________________ Town Clerk Date Attested to: ____________________________________ Juanita Garza Date Clerk of the Board IN ACCORDANCE WITH A.R.S. §§ 9-240 AND 11-952, THIS AMENDMENT No. 1 HAS BEEN REVIEWED BY THE UNDERSIGNED TOWN ATTORNEY WHO HAS DETERMINED THIS AGREEMENT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO THE TOWN OF WICKENBURG UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: By: ___________________________________ Town Attorney Date IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251, AND 11-952, THIS AMENDMENT No. 1 HAS BEEN REVIEWED BY THE UNDERSIGNED DEPUTY COUNTY ATTORNEY WHO HAS DETERMINED THAT IT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: By: ____________________________________ Deputy County Attorney Date