CENTERLINE ON GLENDALE 220166 RFP AMENDMENT 2.PDF
Extracted text (via pymupdf)
76578 characters
Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC AMENDMENT NO. 2 TO SERIAL 220166-RFP, AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES BETWEEN CENTERLINE ON GLENDALE, LLC & MARICOPA COUNTY WHEREAS, Maricopa County, Arizona (“County”) and Centerline on Glendale, LLC (“Contractor”) have entered into a Contract for the purchase of AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES dated March 23, 2022 (“Agreement”) County Contract No: 220166-RFP. WHEREAS, County and Contractor have agreed to further modify the Agreement by changing certain terms and conditions in Amendment No. 1 dated February 8, 2023. WHEREAS, County and Contractor 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. The purpose of the Amendment is to amend portions of the Agreement and adjust the structure of the Agreement accordingly. This Amendment No. 2 is subject to and incorporates the provisions of A.R.S. § 38-511. 2. Amend the following sections as indicated: 2.1 Amend Section 1.0- Contract Term such that the term of the contract is extended from two years and three months to three years and six months. The expiration date will be extended from June 30, 2024, to September 30, 2025. 2.2 Amend Section 2.0 Option to Renew such that the renewal term available will be revised from “two years and six months” to indicate renewal terms of “up to a maximum-date not to extend beyond December 31, 2026.” 2.3 Amend section 7.17 – DUNS Number And System for Award Management Registration as follows: 2.3.1 Strike “DUNS Number” in Title and replace with “Unique Entity Identifier”. 2.3.2 Strike “Data Universal Numbering System (DUNS) number through http://fedgov.dnb.com/webform” and replace with “Unique Entity Identifier (UEI) through www.sam.gov”. 2.3.3 Add language to indicate Contractor, all subcontractors, and all subrecipients are required to have a valid Unique Entity Identifier (UEI) and the UEI must be included in all Project files. 2.4 Amend to add the following new sections: 2.4.1 Section 7.35 - Provisions Required by Law 2.4.2 Section 7.36 - Religious Activities 2.4.3 Section 7.37 - Political Activities Prohibited 2.4.4 Section 7.38 - Equal Employment Opportunity 2.4.5 Section 7.39 - Certification Regarding Lobbying 2.4.6 Section 7.40 - Clean Air Act & Clean Water Act 2.4.7 Section 7.41 - Energy Policy and Conservation Act Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 2.5 Amend Exhibit A to add UEI Number GV58NJGGVYH6. 2.6 Amend Exhibit C – Special Terms and Conditions as follows: 2.6.1 Extend the Funding Completion Date above Section 1 from June 30, 2024, to September 30, 2025. 2.6.2 Amend to indicate the identification number be changed from “CFDA Number” to “ALN Number”; and change “CFDA 21.027” to “ALN 21.027”. 2.6.3 Add UEI Number “GV58NJGGVYH6”. 2.6.4 Amend Section 15 to strike “June 30, 2024” and add “September 30, 2025”, as the final clam for reimbursement date, post issuance of the final certificate of occupancy. [Please see revisions following signature page] Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC IN WITNESS WHEREOF, the Contract Amendment is executed on the date set forth below and executed by Maricopa County. CENTERLINE ON GLENDALE, LLC., a Wisconsin limited liability company By: Centerline on Glendale MM, LLC, a Wisconsin limited liability company, managing member By: GEC Centerline on Glendale, LLC, a Wisconsin limited liability company, manager By: Gorman & Company, LLC., a Wisconsin limited liability company, manager __________________________________________________________________ AUTHORIZED SIGNATURE OF PRINCIPAL Brian Swanton, President PRINTED NAME AND TITLE 200 N. Main St., Oregon, WI 53575 ADDRESS __________________________________________________________________ DATE MARICOPA COUNTY” __________________________________________________________________ JACK SELLERS, CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: __________________________________________________________________ CLERK OF THE BOARD DATE APPROVED AS TO FORM: _________________________________________________________________ DEPUTY COUNTY ATTORNEY DATE Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC Revisions to contract in Red. AFFORDABLE HOUSING DEVELOPMENT OPPORTUNITIES 220166-RFP This Contract is entered into this 23rd day of March 2022 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Centerline on Glendale, LLC, a Wisconsin Limited Liability Company (“Contractor” or “Developer”). 1.0 CONTRACT TERM This Contract is for a term of 2 years and 3 months, 3 years and 6 months, beginning on the 23rd day of March 2022 and ending the 30th day of June 2024 30th day of September 2025; 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: 30 years from the date of issue of Certificate of Occupancy. 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC are actually available to County for disbursement. The County shall be the sole judge and 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 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 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 $3,000,000 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 7.2.9.2 Errors and Omissions/Professional Liability Insurance Errors and Omissions (Professional Liability) insurance which shall 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 shall 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC in full force and effect. Such certificates shall identify this Contract number and title. 7.2.10.2 In the event any insurance policy(ies) required by this Contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual certificates of insurance. 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 and the Contractor may agree to mutually terminate the resultant Contract for convenience. 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. The County shall allow for a time for cure that is no less than thirty (30) days in which to cure any Contractor default. 7.5 PERFORMANCE Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC It shall be the Contractor’s responsibility to meet the proposed performance requirements. 7.6 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the County is at any time, while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC reimburse Maricopa County for the services not so adequately supported and documented. 7.11 AUDIT DISALLOWANCES If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check, or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 7.12 STRICT COMPLIANCE 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 DUNS NUMBER UNIQUE ENTITY IDENTIFER 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 Data Universal Numbering System (DUNS) number through http://fedgov.dnb.com/webform. Unique Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC Entity Identifier (UEI) through www.sam.gov. Contractor must also be registered 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: 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC this clause is applicable to a subcontractor or sub-subcontractor, the Contractor shall include the information required by this clause with their bid. 7.19 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 7.19.1 By entering into the contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-Verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at www.uscis.gov. 7.19.2 The County retains the legal right to inspect documents of Contractor and subcontractor employees performing work under this Contract to verify compliance with paragraph 7.19.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the 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 shall 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 7.22 INFLUENCE 7.22.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902. 7.22.2 An attempt to influence includes, but is not limited to: 7.22.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. 7.22.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 7.23 CONFIDENTIAL INFORMATION 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 7.25 INTEGRATION This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied. 7.26 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 7.27 GOVERNING LAW This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona. 7.28 SPECIAL TERMS AND CONDITIONS AGREEMENT Special terms and conditions can be found in Exhibit C – SPECIAL TERMS AND CONDITIONS which are incorporated herein and made a part hereof. 7.29 ORDER OF PRECEDENCE If there is any conflict between the terms of this Contract and any exhibit to this Contract, unless otherwise specified, the terms of this Contract shall prevail. 7.30 INCORPORATION OF DOCUMENTS 7.30.1 The following are to be attached to and made part of this Contract: 7.30.1.1 EXHIBIT A – CONTRACTOR INFORMATION 7.30.1.2 EXHIBIT B – STATEMENT OF WORK 7.30.1.2.1 Attachment B1: Project Description 7.30.1.2.2 Attachment B2: Budget 7.30.1.2.3 Attachment B3: Proposed Project Schedule 7.30.1.2.4 Attachment B4: Budget Amendment Request Form 7.30.1.2.5 Attachment B5: HOME Income and Rent Limits 7.30.1.2.6 Attachment B6: Utility Allowances 7.30.1.3 EXHIBIT C – SPECIAL TERMS AND CONDITIONS 7.30.1.4 EXHIBIT D – ADDITIONAL PROCEDURES/FORMS 7.30.1.4.1 Attachment D1: Affirmative Marketing and Fair Housing Policies and Procedures 7.30.1.4.2 Attachment D2: Occupancy Restrictions and Project Unit Characteristics 7.30.1.4.3 Attachment D3: Prohibited Lease Provisions 7.30.1.4.4 Attachment D4: Request for Reimbursement Procedures Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 7.30.1.4.5 Attachment D5: Sample Request for Reimbursement Cover Letter 7.30.1.4.6 Attachment D6: Request for Reimbursement Form 7.30.1.4.7 Attachment D7: ARPA Progress Report 7.30.1.4.8 Attachment D8: Annual Rental Compliance Report 7.30.1.5 EXHIBIT E – SECURITY INSTRUMENTS 7.30.1.5.1 Attachment E1: Sample Declaration and Assignment of Affirmative Land Use; Deed of Trust; Promissory Note 7.30.1.5.2 Attachment E2: Sample ALTA / NSPS Land Title Survey 7.31 NOTICES All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Human Services Department Housing and Community Development 234 N. Central Ave., Third Floor, Phoenix, AZ 85004 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: Centerline on Glendale, LLC 200 N Main Street Oregon, WI 53575 Attention: Brian Swanton, President Phone: 602-708-4889 Email: bswanton@gormanusa.com 7.32 INQUIRIES 7.32.1 Inquiries concerning information herein must be submitted prior to the question deadline date/time posted in the e-procurement platform, Periscope S2G, using the link in the “Q&A” tab. 7.32.2 Administrative telephone/email inquiries shall be addressed to: ELIZABETH KUTTNER, PROCUREMENT OFFICER TELEPHONE: (602) 506-0099 elizabeth.kuttner@maricopa.gov Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 7.32.3 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. 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. 7.34.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 7.34.2.3 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 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.); 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: Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 7.39.1.2 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). 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). Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC EXHIBIT A-CONTRACTOR (DEVELOPER) INFORMATION DUNS#: 118609471 FEDERAL TAX ID: 87-2135603 UNIQUE ENTITY ID GV58NJGGVYH6 COMPANY NAME: Centerline on Glendale, LLC DOING BUSINESS AS (dba): MAILING ADDRESS: 200 N Main Street, Madison, WI 53703 REMIT TO ADDRESS: 200 N Main Street, Madison, WI 53703 TELEPHONE NUMBER: 608-835-3900 FAX NUMBER: WWW ADDRESS: www.gormanusa.com REPRESENTATIVE NAME: Brian Swanton REPRESENTATIVE TELEPHONE NUMBER: 602-708-4889 REPRESENTATIVE EMAIL ADDRESS bswanton@gormanusa.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if applicable) 0% OF TOTAL BID AMOUNT PAYMENT TERMS: RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING. PAYMENT TERMS WILL BE CONSIDERED IN DETERMINING LOW BID. FAILURE TO CHOOSE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS. NET 60 0 DAYS Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC EXHIBIT B – STATEMENT OF WORK Attachment B1: Project Description Project Description: The Project as described herein as, Centerline on Glendale Phase I shall utilize ARPA funds to construct phase one of a two phase 368-unit affordable rental housing community that shall be constructed in two simultaneous phases. This Project is located near the southeast corner of 67th Avenue and Glendale Avenue on parcels currently known as 144-07-004B,144-07-004C, 144-07-004G and 144-07-005C (the “Property”). Phase I includes 186 total units, including 96 one-bedroom, 72 two-bedroom and 18 three- bedroom high quality rental homes. Phase II, which is the subject of a separate project, shall include 182 total units, also with a mix of one, two and three-bedroom units. ARPA funds as well as Arizona State Housing Tax Credits (“SHTF”), federal 4% federal Low Income Housing Tax Credits (“LIHTC”) and National Housing Trust Funds (“NHTF”) from the Arizona Department of Housing (ADOH). The funds shall be used to construct thirteen (13) ARPA-assisted “floating” units at the Property (“ARPA-assisted units”). During the thirty (30) year Period of Affordability (as that term is defined in the Agreement), the thirteen (13) ARPA- assisted “floating” units shall consist of: (a) six (6) one-bedroom units; (b) five (5) two-bedroom units and (c) two (2) three-bedroom units. The term “floating” in this Agreement shall be defined as set forth in 24 C.F.R. § 92.252(j). The income restrictions on the ARPA-assisted units must be maintained during the entire Period of Affordability. ARPA funds in the amount of $3 Million are being sought to offset eligible land acquisition, hard construction costs and project-specific soft costs for Phase I. One hundred percent of the units in the development shall be affordable to households earning at or below 60% of the area median income (“AMI”), with at least 20 units in each phase (40 units total) being targeted to households earning at or below 30% of area median income. The Phase I development shall include a 6,000 square foot leasing office and multi-purpose facility that shall include space for property management, case management and human services, job training and educational programming, and indoor and outdoor recreational space, including a splash pad and dog park. The Project plans to partner with the City of Glendale and the Arizona Health Care Cost Containment System (AHCCCS), as well as HOM, Inc and the Arizona Behavioral Health Corporation (ABC). Through this unique partnership, we are utilizing long-term project-based subsidies for the construction of permanent supportive housing units specifically for extremely low income seriously mentally ill and developmentally disabled households. Units shall be set-aside in the development for the duration of the affordability period to prevent this vulnerable population from becoming homeless. AHCCCS will provide long term rental subsidies for the eligible households through the AHCCCS Housing Programs (AHP). In fact, this is only the second time in Arizona history where 4% tax credits will be utilized to develop newly constructed affordable housing units with project-based subsidy and wrap-around services for this incredibly difficult to house population. 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 tenants 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 at or below 60% AMI (very low income) throughout the Period of Affordability; see Exhibit B, Attachment B5: HOME Income and Rent Limits. The Project shall define “Annual Income” as it is defined at 24 C.F.R. Part 92 and shall document sources of income and examine eligibility on an Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC annual basis in order to meet requirements of HOME regulations at 24 C.F.R. Part 92.203. Additional guidance and resources are outlined in Exhibit D, Attachment D2: Occupancy Restrictions and Project Unit Characteristics. Rental Requirements - The ARPA-assisted units shall be designated as Low HOME units, which are outlined in Exhibit B, Attachment B5: HOME Income and Rent Limits. Utility Allowances are outlined in Exhibit B, Attachment B6: Utility Allowances. The Low HOME rent limit is the maximum rent allowed for a ARPA-assisted unit; the maximum rent amount includes the utility allowance. Any increase in the lesser of these rent limits must be approved by HUD and the State of Arizona Department of Housing. The Developer shall provide to us a written request for the increase in rent limits and supporting documentation for the justification of this request. Affordability Period – The Developer shall ensure all housing assisted under this Agreement meets the affordability requirements of 24 C.F.R. § 92.254 or § 92.252, as applicable. Deliverables Beneficiaries Number of households (units) 13 Number of people (approximate) 29 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. Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC EXHIBIT B – STATEMENT OF WORK Attachment B2: Budget FUND SOURCES Sources Total Bank Debt Debt Financing $15,934,000 Federal Low Income Housing Tax Credit Equity Debt Financing $15,977,966 State Low Income Housing Tax Credit Equity Debt Financing $5,999,400 Deferred Developers Fee Debt Financing $2,187,273 ADOH Gap Financing Grants/Soft Loans $2,000,000 MCHSD ARPA Funds Grants/Soft Loans $3,000,000 $45,098,639 BUDGET SUMMARY Name of Activity: Centerline of Glendale Phase I ARPA Funds Additional Sources TOTAL COST Acquisition Costs Land $ - $ ,549,429 $ 2,549,429 Building Acquisition $ - $ - $ - Other: taxes, title, recording $ - $ - $ - General Development Costs Construction Hard Costs- Residential $ 3,000,000 $ 22,160,000 $ 25,160,000 Construction Costs- Nonresidential $ - $ - $ - Contractor OH, Profit, and Gen. Conditions $ - $ 3,435,000 $ 3,435,000 Hard Costs Contingency $ - $ 2,022,000 $ 2,022,000 Environmental- inspection and remediation $ - $ 35,750 $ 35,750 Demolition $ - $ - $ - Site Planning $ - $ - $ - Architect Fees $ - $ 1,077,000 $ 1,077,000 Engineering Fees $ - $ 200,000 $ 200,000 Survey, Permit, Tests $ - $ 55,000 $ 55,000 Legal Fees $ - $ 255,000 $ 255,000 Other Professional Fees $ - $ 25,000 $ 25,000 State Finance Agency Tax Credit Fees $ - $ 282,550 $ 282,550 Syndication $ - $ 75,000 $ 75,000 Bond Cost of Issuance Fees $ - $ 250,000 $ 250,000 Permits and Fees Paid for by Developer $ - $ 500,000 $ 500,000 Accounting and Cost Certification $ - $ 37,500 $ 37,500 Title and Recording $ - $ 75,000 $ 75,000 Market Study/Appraisal $ - $ 26,000 $ 26,000 Real Estate Taxes $ - $ 79,050 $ 79,050 Insurance $ - $ 155,000 $ 155,000 Construction Period Interest $ - $ 1,550,000 $ 1,550,000 Construction Financing Fees $ - $ 247,500 $ 247,500 Permanent Financing Fees $ - $ 192,505 $ 192,505 Marketing Expense $ - $ 55,000 $ 55,000 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC Reserves $ - $ 1,300,499 $ 1,300,499 Soft Cost Contingency $ - $ 40,000 $ 40,000 Developer’s Fee Developer’s Fee $ - $ 5,418,856 $ 5,418,856 Homeownership Counseling Counseling fee $ - $ - $ - Program Administration Costs* Program Management Services $ - $ - $ - Staff $ - $ - $ - Supportive Services $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - TOTALS $ 3,000,000 $ 42,098,639 $ 45,098,639 FUND SOURCES Sources Total MCHSD ARPA Funds Grant $ 3,000,000 $ 3,000,000 BUDGET SUMMARY Name of Activity: Centerline of Glendale Phase I ARPA Funds Land Acquisition and/or Construction Hard Costs - Residential $ 3,000,000 TOTALS $ 3,000,000 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC EXHIBIT B – STATEMENT OF WORK Attachment B3: Proposed Project Schedule Project Milestone Estimated Completion Date Comments Site Acquisition 6/30/2022 Construction Loan (Closing Date) 11/29/2022 Partnership Closing (Closing Date) 11/29/2022 Permanent Loan Commitment 08/15/2022 Permanent Loan Closing Other Funds Firm Commitment 04/15/2022 Source: NHTF Other Funds Firm Commitment Source: Environmental Review Completion 6/15/2022 Authority to Use Grant Funds 7/15/2022 Zoning Entitlements 4/26/2022 Plans Submitted to the Municipality 8/1/2022 Civil Permits Issued 11/30/2022 Building Permits Issued 11/30/2022 Contractors Notice to Proceed Issued 11/30/2022 Construction Mobilization 11/30/2022 25% Completion 02/01/2023 50% Completion 07/19/2023 75% Completion 01/01/2024 Certificate of Occupancy 05/31/2024 ARPA-Assisted Units Occupied 06/30/2024 Leasing shall begin 03/01/2024 100% Occupancy 12/31/2024 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC EXHIBIT C – SPECIAL TERMS AND CONDITIONS Funding Completion Date: June 30, 2024 September 30, 2025 Developer: Centerline on Glendale, LLC CFDA ALN Number: CFDA ALN 21.027 American Rescue Plan Act Coronavirus State and Local Fiscal Recovery Funds DUNS UEI Number: 118609471 GV58NJGGVYH6 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 Centerline on Glendale Phase I. 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. Claims for reimbursement may include claims for reimbursement for the costs of Work if such costs have already been paid using other funds. 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 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 Declaration 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. “Period of Affordability” means a term of thirty (30) years, commencing on the date any certificate of occupancy is issued to the Project, during which all housing assisted under the Contract shall satisfy the requirements set forth on Exhibit D, attachment D2 to the Contract. f. “Project” means Centerline on Glendale Phase I, all as submitted to the County by Developer in response to the solicitation by the County on January 11, 2022. Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC g. “Promissory Note” means a document evidencing Developer’s promise to repay the funds advanced under certain conditions set forth in the document. h. “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, the construction of the Project and related improvements, the completion of leases to qualified tenants who shall reside in the Project and eligible on-site supportive services. 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 $ 3,000,000.00, 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 fully authorized and executed Declaration and Assignment of Affirmative Land Use, and a 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 – Declaration and Assignment of Affirmative Land Use shall bind the property of the Project to provide affordable housing to the tenants who are to reside in the Project during the entirety of the Affordability Period. In no event shall said Declaration be removed of record or modified in any manner without the prior written consent of the County. 11. Prior to any funds being disbursed, Developer shall deliver to the County a copy of all proposed forms of lease that will be required to be executed by prospective residents of the Project. No funds will be disbursed unless and until the County approves all proposed forms of lease. 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC pursuant to the Contract. The approval of payment based on a claim for reimbursement is at the County’s discretion. b. Notify the Developer of any deficiencies in the claim for reimbursement and itemize what additional information, if any, is need. c. Conduct, if, in the opinion of the County it is necessary, an inspection of the Project. d. Disburse all funds for which and to the extent of approval of the submitted claim for reimbursement in the manner, amount, increment, and timeframe determined at County’s discretion. 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 ten (10) calendar days in advance. 15. Prior to occupancy 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 submit all claims for reimbursement, including the final claim for reimbursement post issuance of the final certificate of occupancy, not later than June 30, 2024 September 30, 2025, unless extended pursuant to paragraph 14 hereof. The term “occupancy” for purposes of obtaining the balance of funding for the Project, will be as defined on Exhibit D, attachment D2 attached hereto and made a part hereof. However, in no event will the balance of funds be released to Developer unless and until all of the ARPA-assisted units are completed, leased and the tenants are income qualified. 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. A copy of the then current rent rolls. b. Proof that all residents of the Project are qualified by income to reside in the Project. c. A copy of the then current forms of lease required to be executed by residents of the Project. d. 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. e. Schedule with the County an inspection to allow the County to ensure all units are in compliance with Housing Quality Standards (HQS). 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 “occupancy” of the Project as defined on Exhibit D, attachment D2 attached hereto and made a part hereof, 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 Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 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. 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. 23. APPROVAL BY LENDERS AND INVESTOR Developer intends to obtain financing from one or more lenders in order to develop and build the Project (each a “Lender”). Developer also intends to obtain state and federal low income housing tax credits and raise equity by admitting an investor member or members (each an “Investor Member”) as a member of Developer in exchange for allocating such low income housing tax credits to Investor Member. The parties acknowledge that the Lender(s) and Investor Member(s) have not yet been identified by Developer, and that once identified, such Lender(s) and Investor Member(s) have the right to review and approve the terms of this Contract and related agreements, including without limitation, the Declaration and Assignment of Affirmative Land Use, Deed of Trust, and Promissory Note (including the repayment terms and conditions thereof). County and Developer may, but shall not be required to, make such amendments or modifications to this Contract and related agreements as Lender(s) and Investor Member(s) may reasonably require upon their review of the same. Amendment No. 2 C-73-22-081-X-27 SERIAL 220166-RFP Centerline on Glendale, LLC 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 Maricopa County Human Services Department 234 North Central Avenue Phoenix, AZ 85004 Re: Project Name: Quarterly Report Enclosed _____ Contract Number: ________________ Payment Request Number: _________ Dear _________________: This letter certifies that ( Agency Name )(“Project Name”) has complied with the requirements of the Department of Housing and Urban Development, Maricopa County, the ARPA Program and our agreement for reasonable and necessary costs of construction. The Project additionally certifies the files, including project management documentation files, and financial documentation of expenditures incurred in accordance with the program rules and regulations for eligible costs. Therefore, the Project respectfully requests reimbursement of funds in the amount of $_________________ as established by the attached itemized expenditure invoice, other invoices, current project status report, proof of payment and other supporting documentation. If you have any questions, please contact me at _____________________. Sincerely, Signature: __________________________ Printed Name: _______________________ Title: _______________________________ Enclosures