HomeMy WebLinkAboutProperty #: C-7945 - 2/28/2012 OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
CCLERK
ELECHELEN PURCELL
RONIC RECORDING
ORIGINAL 20120200635,03/12/2012 09:25,
C7945-20-1-1--,N
C-7945
WHEN RECORDED,RETURN TO: 02/2$/2012
City of Glendale
City Clerk
5850 West Glendale Avenue
Glendale,Arizona 85301
DEVELOPMENT AGREEMENT FOR MULTI-FAMILY
HOUSING DEVELOPMENT
UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM III
THIS DEVELOPMENT AGREEMENT FOR MULTI-FAMILY HOUSING DEVELOPMENT UNDER
THE NEIGHBORHOOD STABILIZATION PROGRAM III ("Agreement") is entered this RSA day of
re10Y' 20 12-by and between the City of Glendale,an Arizona municipal corporation ("City"),
and Norwood Village Apartments, LLC, a wholly owned subsidiary of Gorman & Company, Inc., a
Wisconsin corporation authorized to do business in Arizona("Gorman").
RECITALS
A. The City has received an allocation of $3,718,377 from the United States Government under the
Dodd—Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) of 2010 for the
Neighborhood Stabilization Program ("NSP") that was originally established under the Housing
Economic Recovery Act of 2008.
B. The purpose of NSP is to address neighborhood destabilization created by foreclosed-upon homes
and residential properties;
C. Gorman is a corporation that provides community development, and affordable housing
development and management services;
D. The City allocated $1,800,000 in NSP funding for the development and/or preservation of
affordable rental properties in its HUD-approved Community Development Block Grant("CDBG")
Consolidated Plan Substantial Amendment;
E. The City selected Gorman through a competitive process to develop and/or preserve one hundred
fifteen (115) multifamily living units ("Units," or individually a "Unit") for low-income households
with incomes at or below 50 percent of Area Median Income("AMI") ("Project");and
F. The City desires to enter into this Agreement and provide Gorman $1,800,000 in NSP funds to pay
for the costs to acquire the Norwood Village housing development located at 6738 North 45th
Avenue, Glendale,Arizona 85301 more specifically described in Exhibit A ("Property") and for
development of the Project.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
AGREEMENT
1. Scope of Service.
1.1 Activities. Gorman will be responsible for undertaking the activities described in this
Agreement consistent with NSP requirements. See Scope of Work attached as Exhibit B.
Gorman's scope of services shall include the following activities eligible under NSP:
a. Activity#1 Acquisition of Property.
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b. Activity#2 Renovation of existing units on Property.
c. Activity#3 Rent Units in Project to Qualified Families.
1.2 NSP Objectives. Gorman certifies that the activities carried out under this Agreement will
benefit individuals and households whose income does not exceed 50 percent of AMI or a
pro rata basis of NSP to non-NSP funding. Specifically, it will rent the Units within the
Property redeveloped with NSP funds to qualified families,which means individuals and/or
households with incomes at or below 50 percent of AMI ("Qualified Families"). The
objectives of the City and Gorman,in compliance with the requirements applicable to NSP
are to acquire foreclosed-upon property, develop the Project on the Property, and rent the
Units to Qualified Families ("NSP Objectives").
1.3 Levels of Accomplishment—Goals and Performance Measures.
a. Gorman agrees to provide the following levels of program services:
Activity Completion Date
Acquisition of Property March 2012
Renovation of existing units on Property July 2013
Rent Units to Qualified Families December 2013
b. The deadlines included in these performance goals and measures are the same as
those imposed on the City by HUD under the requirements of NSP. If,these NSP
deadlines are modified by Congress and by HUD, the City shall likewise modify
deadlines for Gorman.
1.4 Performance Monitoring. The City will monitor the performance of Gorman against the
goals and performance measures as stated above. Substandard performance as reasonably
determined by the City will constitute non-compliance with this Agreement.
2. Agreement Term. This Agreement shall commence on the Ze3 day of , 20 4.2.and shall remain in effect until a pro rata share of the one hundred fifteen(115)Units in e Property
are rented to Qualified Families or a lesser of number of.Units, as may be required by the City to
meet its obligation to expend 25 percent of its NSP allocation under HERA to house households
with incomes at or below 50 percent of AMI.
4. Payment.
4.1 It is expressly agreed and understood that the total amount to be paid by the City to Gorman
is $1,800,000. Gorman will expend the $1,800,000 to acquire the Property and for
development of the Project. Prior to disbursement of any funds to Gorman, the City and
Gorman will execute for the benefit of the City a Promissory Note; Loan Agreement;
Declaration of Covenants, Conditions and Restrictions; Mortgage Agreement; and, if
required by any other financing sources,a subordination agreement.
4.2 Any funds that are not expended or not expended in accordance with the applicable
guidelines or restrictions set forth herein shall be returned promptly to the City.
4.3 Payments are contingent upon environmental review requirements. Upon the City's request,
Gorman will provide to the City information necessary to ensure compliance with
environmental review requirements.
5. Notices.
5.1 Notices required by this Agreement shall be in writing and delivered by United States Postal
Service (postage prepaid), commercial courier, or personal delivery or by facsimile or other
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electronic means. Any notice delivered or sent as stated above is effective on the date of
delivery, or if electronically, the date of sending. All notices and other written
communications under this Agreement shall be addressed to the individuals in the capacities
indicated below,unless otherwise modified by subsequent written notice.
5.2 Communication and details concerning this Agreement shall be directed to the following
representatives:
To the City: City of Glendale
5850 West Glendale Avenue
Glendale,Arizona 85301
Attention: Gilbert Lopez,Revitalization Administrator
Phone: 623-930-3671
Fax: 623-435-8594
With a copy to: City of Glendale
City Attorney
5850 West Glendale Avenue
Glendale,Arizona 85301
To Norwood Village: Norwood Village Apaitiuents,LLC
2375 East Camelback Road,6th Floor
Phoenix,Arizona 85016
Attention: Brian Swanton,Arizona Market President
Phone: 602-708-4889
Fax: 608-835-3922
To Gorman: Gorman&Company,Inc.
2375 East Camelback Road,6th Floor
Phoenix,Arizona 85016
Attention: Brian Swanton,Arizona Market President
Phone: 602-708-4889
Fax: 608-835-3922
6. Special Conditions and Covenants.
6.1 The City and Gorman understand and affirm that this Agreement is made pursuant to the
NSP program and agree to abide by requirements of that program. Those requirements are
specified in: HERA, as amended by ARRA; the HUD Notice dated October 6, 2008,
entitled"Notice of Allocations,Application Procedures,Regulatory Waivers Granted to and
Alternative Requirements for Emergency Assistance for Redevelopment of Abandoned and
Foreclosed Homes Under the Housing and Economic Recovery Act,2008,"published in 73
Fed. Reg. 194 ("HUD Notice"); and the regulations pertaining to the CDBG program, set
forth in 24 C.F.R. Part 570, except to the extent that they are modified or superseded by
HERA, as amended, and the HUD Notice. The requirements have also been clarified and
elaborated upon by HUD in its responses to Frequently Asked Questions ("FAQs"),posted
on HUD's NSP website at:
http://www.hud.gov/offices/cpd/communitydevelopment/programs/neighborhoodspg/n
spfaq.cfm.
6.2 The key NSP requirements applicable to this Agreement are as follows:
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a. Income Requirements. Gorman agrees that a percentage of Units in the Property
developed pursuant to this Agreement will be rented to Qualified Families, which
means families with incomes that are at or below 50 percent of AMI.
b. Affordability Requirements. Gorman agrees that a percentage of Units in the Property
will remain affordable to individuals and families whose incomes do not exceed 50
percent of AMI for the applicable affordability period ("Affordability Period"),
which period shall be based upon the amount of NSP assistance provided in
connection with a Property and shall be no less than the periods specified for rental
housing assisted under the HOME Investment Partnership Act ("HOME"), as
specified in 24 C.F.R. 92.252(e). Those requirements are as follows:
Assistance(per unit) Minimum period
Under$15,000 5 years
$15,000 to$40,000 10 years
Over$40,000 15 years
New Construction 40 years
(1) The requirement to house households with incomes at or below 50 percent
of AMI shall commence upon the later to occur of occupancy of the Unit
or the time the funds are committed for the Project.
(2) Gorman further agrees that if NSP funds are used to assist a Property that
was previously assisted with HOME funds, but on which the affordability
restrictions were terminated through foreclosure or transfer in lieu of
foreclosure pursuant to 24 C.F.R. Part 92, the HOME affordability
restrictions will be revived for the greater of the remaining period of
HOME affordability or the Affordability Period specified above.
c. Principal Residence. Gorman agrees that all Properties acquired, redeveloped, and
rented by it pursuant to this Agreement will be rented for use as a principal
residence and will be used as a principal residence during the Affordability Period.
This requirement shall be implemented pursuant to the Declaration of Covenants
recorded against the Property and included in the rental agreement for the Units.
d. Foreclosed Upon Property. Gorman agrees that the Property purchased by it with funds
provided pursuant to this Agreement will be "foreclosed upon" ("Property"). A
Property has been "foreclosed upon"at the point that,under state or local law, the
mortgage or tax foreclosure is complete. HUD generally will not consider a
foreclosure to be complete until after the title for the property has been transferred
from the former owner under some type of foreclosure proceeding, in accordance
with state or local law.
6.3 Discount on Purchase Price. Any purchase by Gorman of property with funds provided
pursuant to this Agreement shall be at a discount from the current market appraised value of
the Property, taking into account its current condition. "Current market appraised value"
means the value of a property that is established through an appraisal made in conformity
with the appraisal requirements of the URA at 49 C.F.R. 24.103 and is completed within 60
days of an offer made for the Property by Gorman.
6.4 For mortgagee foreclosed properties, Gorman is required to seek to obtain the maximum
reasonable discount from the mortgagee, taking into consideration the likely carrying costs
of the mortgagee if it were to not sell the Property to the City or Gorman.
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6.5 The minimum discount that will be permitted under this Agreement is one percent(see rules
in HUD Notice re calculation of average discount).
6.6 Development Standards. Any construction on the Property acquired with funds provided
pursuant to this Agreement shall be to the extent necessary to comply with, at a minimum,
Housing Quality Standards as required by Section 8 of the U.S. Housing Act of 1937. In
addition, all construction must comply with all other applicable laws, codes, and other
requirements relating to housing safety,quality,and habitability.
6.7 Repayment. If the requirements contained in this Agreement are violated, Gorman shall be
required to repay to the City all NSP funds expended with respect to the non-compliant
Property; provided, however, the City agrees to provide Gorman with notice of any such
violation and a ninety (90) day opportunity to cure the violation. For the income and
affordability requirements contained in paragraphs 6.2(a) and 6.2(b), above, the repayment
requirements and cure procedures are set forth in the NSP Declaration of Covenants.
7. General Conditions.
7.1 General Compliance. Gorman agrees to comply with the requirements of Title 24 of the
Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development
regulations concerning CDBG including subpart K of these regulations, except (1) to the
extent that those requirements are modified or superseded by the requirements of the NSP
program; (2) to the extent that the requirements do not apply to a developer competitively
procured by the NSP grantee; (3) Gorman does not assume the City's environmental
responsibilities described in 24 C.F.R. 570.604, as City as grantee is responsible for
environmental review under 24 C.F.R. Part 58; and (4) Gorman does not assume the City's
responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52
(subsidy layering review). Gorman also agrees to comply with applicable Federal, state and
local laws, regulations, and policies governing the funds provided under this Agreement.
Gorman further agrees to utilize funds available under this Agreement to supplement rather
than supplant funds otherwise available.
7.2 Independent Contractor. Nothing contained in this Agreement is intended to, or shall be
construed in any manner, as creating or establishing the relationship of employer/employee
between the parties. Gorman shall at all times remain an independent contractor with
respect to the services to be performed under this Agreement. The City shall be exempt
from payment or performances concerning Unemployment Compensation, FICA,
retirement,life and/or medical insurance and Workers'Compensation Insurance as they may
relate to Gorman.
7.3 Hold Harmless. Gorman shall hold harmless, defend and indemnify the City from any and
all claims, actions, suits, charges and judgments whatsoever that arise out of Gorman's
performance or non-performance of the activities called for in this Agreement.
7.4 Workers' Compensation. Gorman shall provide Workers' Compensation Insurance
coverage for all of its employees involved in the performance of this Agreement.
7.5 Insurance. Gorman shall carry, at a minimum, the insurance coverage as required under
Exhibit A to protect Agreement assets from loss due to theft, fraud and/or undue physical
damage,and shall list the City as a certificate holder.
7.6 City Recognition. Gorman shall insure recognition of the role of the City in providing
• services through this Agreement. All activities, facilities and items utilized pursuant to this
Agreement shall be prominently labeled as to funding source. In addition, Gorman will
include a reference to the support provided herein in all publications made possible with
funds made available under this Agreement.
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7.7 Amendments. The City or Gorman may amend this Agreement at any time provided that
amendments make specific reference to this Agreement, are executed in writing and signed
by a duly authorized representative of each organization.Amendments do not invalidate this
Agreement, nor relieve or release the City or Gorman from its obligations under this
Agreement.
7.8 Suspension or Termination. In accordance with 24 C.F.R. 85.43,the City may:
a. Temporarily withhold payments pending correction of a deficiency.
b. Disallow the use of funds for all or part of the cost of the activity not in compliance.
c. Wholly or partly suspend or terminate this Agreement if Gorman materially fails to
comply with any terms of this Agreement,which include,but are not limited to,the
following:
(1) Failure of Gorman to fulfill its obligations under this Agreement by the
deadlines described in Section 1.3 of this Agreement;or
(2) Improper use by Gorman of funds provided under this Agreement.
7.9 In accordance with 24 C.F.R. 85.44, this Agreement may also be terminated for convenience
by either the City or Gorman, in whole or in part. The City or Gorman shall set forth in
writing the reasons for termination, the effective date,and,in the case of partial termination,
the portion to be terminated("Termination Letter"). The City shall address its Termination
Letter to HUD, and send a copy to Gorman. Gorman shall address its Termination Letter
to the City,and send a copy to HUD.
7.10 If in the case of a partial termination by Gorman, the City determines that the remaining
portion of the award will not accomplish the purpose for which the award was made, the
City may terminate the award in its entirety.
7.11 Upon termination,Gorman shall refund to the City all monies not approved for expenditure
by the City at that time and Gorman shall refund to the City any other monies received
pursuant to this Agreement but not expended or obligated at the time of termination.
8. Administrative Requirements.
8.1 Documentation and Record Keeping
a. Records to be Maintained. Gorman shall maintain all records that are pertinent to the
activities to be funded under this Agreement:
(1) Records required to determine the eligibility of activities under NSP
requirements;
(2) Records required to document the acquisition, improvement, and use of
real property acquired or improved with NSP funds;
(3) Records necessary to document compliance with the NSP affordability
requirements.
b. Retention. Gorman shall retain all records pertinent to the Agreement for a period of
five(5)years after the rental of the last Unit to a Qualified Family,except that:
(1) Documents relating to compliance with the NSP affordability requirements
must be retained for five (5) years after the Affordability Period terminates;
and
(2) Notwithstanding the above,if there is litigation, claims,audits,negotiations
or other actions that involve any of the records cited and that have started
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before the expiration of the applicable period, then the records must be
retained until completion of the actions and resolution of all issues, or the
expiration of the applicable period,whichever occurs later.
c. Renter Data. Gorman shall maintain data demonstrating renter eligibility for services
provided.The data shall include,but not be limited to,renter name,address,income
level or other basis for determining eligibility, and description of service provided.
Information shall be made available to City monitors or their designees for review
upon request.
d. Disclosure. Gorman understands that renter information collected under this
Agreement is private and the use or disclosure of information, when not directly
connected with the administration of the City's or Gorman's responsibilities with
respect to services provided under this Agreement,is prohibited by the Privacy Act,
5 USC 5 552a and A.R.S. 55 44-7601, 44-7701 and 44-1373 et seq., or other
applicable law,unless written consent is obtained from such person receiving service
and,in the case of a minor,that of a responsible parent/guardian.
e. Audits and Inspections. Gorman records with respect to matters covered by this
Agreement shall be made available to the City,HUD, and the Comptroller General
of the United States or any of their authorized representatives, at any time during
normal business hours, as often as deemed necessary, to audit, examine, and make
excerpts or transcripts of relevant data.Any deficiencies noted in audit reports must
be fully cleared by Gorman within 30 days after receipt by Gorman.
8.2 Progress Reports. Gorman shall submit regular Progress Reports to the City in the form,
content,and frequency as required by the City.
8.3 Procurement. Gorman shall comply with current City policy concerning the purchase of
equipment and shall maintain inventory records of all non-expendable personal property as
defined by policy as may be procured with funds provided herein.
8.4 Use and Reversion of Assets. The use and disposition of real property and equipment under
this Agreement shall be in compliance with the requirements of 24 C.F.R. Parts 84 and 24
C.F.R. 570.502, 570.503,and 570.504,as applicable,which include but are not limited to the
following:
a. Gorman shall transfer to the City any NSP funds on hand and any accounts
receivable attributable to the use of funds under this Agreement at the time of
expiration,cancellation,or termination of the Agreement.
b. Real property under Gorman's control that was acquired or improved, in whole or
in part,with funds under this Agreement shall be used to meet the NSP Objectives.
If Gorman fails to use NSP-assisted real property under its control in a manner that
meets NSP Objectives, Gorman shall pay the City an amount equal to the current
fair market value of the Property less any for acquisition of,or improvement to,the
Property. Reversion payments shall constitute program income to the City.
c. Equipment not needed by Gorman for activities under this Agreement shall be (a)
transferred to the City for the NSP program or (b) retained after compensating the
City an amount equal to the current fair market value of the equipment less the
percentage of non-NSP funds used to acquire the equipment.
9. Relocation, Real Property Acquisition and One-for-One Housing Replacement. Gorman
agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970, as amended (URA), and implementing regulations at 49 C.F.R. Part 24 and 24 C.F.R.
570.606(b);(b) the requirements of 24 C.F.R. 570.606(c)governing the Residential Anti-displacement
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and Relocation Assistance Plan under section 104(d) of the Housing and Community Development
Act;and(c) the requirements in 24 C.F.R. 570.606(d)governing optional relocation policies. It is not
anticipated that persons will be displaced as a result of Gorman's acquisition and rehabilitation of
foreclosed upon homes or residential properties,but in the event that such displacement does occur,
Gorman shall provide relocation assistance to displaced persons as defined by 24 C.F.R. 570.606(b)
(2), and any relocation expenditures shall be paid with NSP funds. The City and Gorman further
agree to comply with applicable state requirements at A.R.S. § 11-961 et seq.,and any applicable City
ordinances,resolutions and policies concerning the displacement of persons from their residences.
10. Personnel and Participant Conditions
10.1 Civil Rights
a. Compliance. Gorman agrees to comply with applicable civil rights laws, rules, and
ordinances of the City and State of Arizona and with Title VI of the Civil Rights Act
of 1964 as amended,Title VIII of the Civil Rights Act of 1968 as amended,Section
104(b) and Section 109 of Title I of the Housing and Community Development Act
of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans
with Disabilities Act of 1990,the Age Discrimination Act of 1975,Executive Order
11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478,
12107 and 12086.
b. Non-discrimination. Gorman agrees to comply with the non-discrimination in
employment and contracting opportunities laws, regulations, and executive orders
referenced in 24 C.F.R. 570.607, as revised by Executive Order 13279, and
applicable non-discrimination provisions in Section 109 of the Housing and
Community Development Act of 1974.
c. Land Covenants. This Agreement is subject to the requirements of Title VI of the
Civil Rights Act of 1964 (P. L. 88-352) and 24 C.F.R. 570.601 and 570.602. In
regard to the sale,lease, or other transfer of land acquired,cleared or improved with
assistance provided under this Agreement, Gorman shall cause or require a
covenant running with the land to be inserted in the deed or lease for the transfer,
prohibiting discrimination as herein defined,in the sale,lease or rental, or in the use
or occupancy of the land, or in any improvements erected or to be erected thereon,
providing that the City and the United States are beneficiaries of and entitled to
enforce the covenants. Gorman, in undertaking its obligation to carry out the
program assisted hereunder, agrees to take all measures necessary to enforce the
covenant,and neither will Gorman discriminate.
d. Section 504. Gorman agrees to comply with Federal regulations issued pursuant to
compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794),
which prohibits discrimination against the individuals with disabilities or handicaps
in any Federally assisted program. The City shall provide Gorman with any
guidelines necessary for compliance with that portion of the regulations in force
during the term of this Agreement.
10.2 Affirmative Action
a. Approved Plan. Gorman agrees that it will carry out, pursuant to any City
specifications, an Affirmative Action Program in keeping with the principles as
provided in President's Executive Order 11246 of September 24, 1966. The City
shall provide its Human Relations Affirmative Action policy statement to Gorman
to assist in the formulation of such program. Gorman shall submit a plan for an
Affirmative Action Program for approval prior to the disbursement of funds under
this Agreement.
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b. Women-and Minority-Owned Businesses (FYI/MBE). Gorman will use its best efforts to
afford small businesses, minority business enterprises, and women's business
enterprises the maximum practicable opportunity to participate in the performance
of this Agreement. As used in this Agreement, the terms "small business" means a
business that meets the criteria set forth in section 3(a) of the Small Business Act,as
amended (15 U.S.C. 632), and "minority and women's business enterprise"means a
business at least fifty-one (51) percent owned and controlled by minority group
members or women. For the purpose of this definition, "minority group members"
are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage
Americans, Asian-Americans, and American Indians. Gorman may rely on written
representations by businesses regarding their status as minority and female business
enterprises in lieu of an independent investigation.
c. Access to Records re Affirmative Action. Gorman shall furnish and cause each of its
subcontractors to furnish information and reports required hereunder and will
permit access to its books,records and accounts by the City, HUD or its agent, or
other authorized Federal officials for purposes of investigation to ascertain
compliance with the rules, regulations and provisions stated herein regarding
Affirmative Action.
d. Notifications. Gorman will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice, to be provided by the agency contracting officer, advising
the labor union or worker's representative of Gorman's commitments hereunder,
and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
e. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement. Gorman
will, in solicitations or advertisements for employees placed by or on behalf of
Gorman;state that it is an Equal Opportunity or Affirmative Action employer.
f. Subcontract Provisions. Gorman will include the provisions of Paragraphs X.A, Civil
Rights, and B, Affirmative Action, in every subcontract or purchase order,
specifically or by reference, so that such provisions will be binding upon each of its
subcontractors.
10.3 Employment Restrictions
a. Prohibited Activity. Gorman is prohibited from using funds provided herein or
personnel employed in the administration of the program for political activities,
inherently religious activities,lobbying,political patronage,and nepotism activities.
b. Labor Standards. Gorman agrees to comply with the requirements of the Secretary of
Labor in accordance with the Davis-Bacon Act as amended, the provisions of
Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq.) and applicable
Federal, state and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Agreement. Gorman agrees to comply
with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and implementing
regulations of the U.S. Department of Labor at 29 C.F.R. Part 5. Gorman shall
maintain documentation that demonstrates compliance with hour and wage
requirements of this part. Documentation shall be made available to the City for
review upon request.
c. Less than 8 Units. Gorman agrees that, except with respect to the rehabilitation or
construction of residential property containing less than eight (8) units, all
contractors engaged under contracts in excess of $2,000.00 for construction,
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renovation or repair work financed in whole or in part with assistance provided
under this Agreement, shall comply with any Federal requirements adopted by the
City pertaining to such contracts and with the applicable requirements of the
regulations of the Department of Labor, under 29 C.F.R. Parts 1, 3, 5 and 7
governing the payment of wages and ratio of apprentices and trainees to journey
workers; provided that, if wage rates higher than those required under the
regulations are imposed by state or local law, nothing hereunder is intended to
relieve Gorman of its obligation, if any, to require payment of the higher wage.
Gorman shall cause or require to be inserted in full, in all contracts subject to the
regulations above,provisions meeting the requirements of this paragraph.
d. `Section 3"Clause Vicinity Hiring
(1) Compliance. Compliance with the provisions of Section 3 of the HUD Act
of 1968,as amended, and as implemented by the regulations set forth in 24
C.F.R. 135,and all applicable rules and orders issued hereunder prior to the
execution of this contract, shall be a condition of the Federal financial
assistance provided under this Agreement and binding upon the City,
Gorman and any of Gorman's subcontractors. Failure to fulfill these
requirements shall subject the City, Gorman and any of Gorman's
subcontractors, their successors and assigns, to those sanctions specified by
any agreement through which Federal assistance is provided. Gorman
certifies and agrees that no contractual or other disability exists that would
prevent compliance with these requirements.
(2) Incorporation. Gorman further agrees to comply with these "Section 3"
requirements and to include the following language in all subcontracts
executed under this Agreement:
"The work to be performed under this Agreement is a project
assisted under a program providing direct Federal financial
assistance from HUD and is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968,as
amended (12 U.S.C. 1701). Section 3 requires that to the greatest
extent feasible opportunities for training and employment be
given to low- and very low-income residents of the project area,
and that contracts for work in connection with the project be
awarded to business concerns that provide economic
opportunities for low- and very low-income persons residing in
the metropolitan area in which the project is located."
(3) Further Assurances. Gorman further agrees to ensure that opportunities
for training and employment arising in connection with a housing
rehabilitation (including reduction and abatement of lead-based paint
hazards), housing construction, or other public construction project are
given to low-and very low-income persons residing within the metropolitan
area in which the NSP-funded Project is located; where feasible, priority
should be given to low- and very low-income persons within the service
area of the Project or the neighborhood in which the Project is located,and
to low and very low-income participants in other HUD programs; and
award contracts for work undertaken in connection with a housing
rehabilitation (including reduction and abatement of lead-based paint
hazards), housing construction, or other public construction project to
business concerns that provide economic opportunities for low- and very
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low-income persons residing within the metropolitan area in which the
CDBG-funded Project is located;where feasible,priority should be given to
business concerns that provide economic opportunities to low- and very
low-income residents within the service area or the neighborhood in which
the Project is located,and to low-and very low-income participants in other
HUD programs.
(4) Certification. Gorman certifies and agrees that no contractual or other legal
incapacity exists that would prevent compliance with these requirements.
(5) Notifications. Gorman agrees to send to each labor organization or
representative of workers with which it has a collective bargaining
agreement or other contract or understanding,if any, a notice advising said
labor organization or worker's representative of its commitments under this
Section 3 clause and shall post copies of the notice in conspicuous places
available to employees and applicants for employment or training.
(6) Subcontracts. Gorman will include this Section 3 clause in every
subcontract and will take appropriate action pursuant to the subcontract
upon a finding that the subcontractor is in violation of regulations issued by
the grantor agency. Gorman will not subcontract with any entity where it
has notice or knowledge that the latter has been found in violation of
regulations under 24 C.F.R.Part 135 and will not enter into any subcontract
unless the entity has first provided it with a preliminary statement of ability
to comply with the requirements of these regulations.
10.4 Conduct
a. Assignment. Gorman will not assign or transfer any interest in this Agreement to any
other entity without the prior written consent of the City. However, claims for
money due or to become due to Gorman from the City under this Agreement may
be assigned to a bank,trust company,or other financial institution without approval.
Notice of assignment or transfer shall be furnished promptly to the City.
b. Subcontracts.
(1) Approval. Gorman shall be permitted to enter into subcontracts in the
performance of this Agreement.
(2) Monitoring. Gorman will monitor all subcontracted services on a regular
basis to assure contract compliance. Results of monitoring efforts shall be
summarized in written reports and supported with documented evidence of
follow-up actions taken to correct areas of non-compliance.
c. Hatch Act. Gorman agrees that no funds provided, nor personnel employed under
this Agreement, shall be in any way or to any extent engaged in the conduct of
political activities in violation of Chapter 15 of Title V of the U.S.C.
d. Conflict of Interest. Gorman agrees to abide by the provisions of 24 C.F.R. 84.42 and
570.611,which include(but are not limited to)the following:
(1) Gorman shall maintain a written code or standards of conduct that shall
govern the performance of its officers, employees or agents engaged in the
award and administration of contracts supported by Federal funds.
(2) No employee, officer or agent of Gorman shall participate in the selection,
or in the award,or administration of,a contract supported by Federal funds
if a conflict of interest,real or apparent,would be involved.
11
(3) No covered persons who exercise or have exercised any functions or
responsibilities with respect to NSP-assisted activities, or who are in a
position to participate in a decision-making process or gain inside
information with regard to such activities,may obtain a financial interest in
any contract, or have a financial interest in any contract or subcontract with
respect to the NSP-assisted activity, or with respect to the proceeds from
the NSP-assisted activity, either for themselves or those with whom they
have business or immediate family ties, during their tenure or for a period
of one (1) year thereafter. For purposes of this paragraph, a "covered
person"includes any person who is an employee, agent,consultant, officer,
or elected or appointed official of the City, Gorman, or any designated
public agency.
(4) Gorman also understands that this Agreement is subject to cancellation for
conflicts of interest under the provisions of A.R.S. §38-511.
e. Lobbying. Gorman hereby certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on
behalf of it, to any person for influencing or attempting to influence an
officer or employee of any agency, 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, 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;
(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, a 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,it will complete
and submit Standard Form-LT,T, "Disclosure Form to Report Lobbying,"
in accordance with its instructions;and
(3) It will require that the certification language below be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants,
and contracts under grants,loans,and cooperative agreements) and that all
subcontractors shall certify and disclose accordingly: This certification is a
material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section
1352, title 31, U.S.C.Any person who fails to file the required certification
shall be subject to a civil penalty of not less than$10,000 and not more than
$100,000 for each such failure.
f. Copyright. If this Agreement results in any copyrightable material or inventions, the
City and/or grantor agency reserves the right to royalty-free, non-exclusive and
irrevocable license to reproduce,publish or otherwise use and to authorize others to
use,the work or materials for governmental purposes.
g. Religious Activities. Gorman agrees that funds provided under this Agreement will
not be utilized for inherently religious activities prohibited by 24 C.F.R. 570.200(j),
such as worship,religious instruction,or proselytization.
12
10.5 NSP-Specific Certifications. Gorman certifies that Gorman has not been indicted for a
violation under Federal law relating to an election for Federal office, nor does it employ an
applicable individual, which means an individual who is (1) employed by Gorman in a
permanent or temporary capacity; (2) contracted or retained by Gorman; or (3) acting on
behalf of, or with the express or apparent authority of,Gorman;and who has been indicted
for a violation under Federal law relating to an election for Federal office.
11. Environmental Conditions.
11.1 Air and Water. Gorman agrees to comply with the following requirements insofar as they
apply to the performance of this Agreement:
a. Clean Air Act,42 U.S.C. 7401,et seq.;
b. Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as
amended, 1318 relating to inspection, monitoring, entry, reports, and information,
as well as other requirements specified in said Section 114 and Section 308, and all
regulations and guidelines issued thereunder;
c. Environmental Protection Agency(EPA) regulations pursuant to 40 C.F.R.Part 50,
as amended.
11.2 Flood Disaster Protection. In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C.4001),Gorman shall assure that for activities located in an
area identified by the Federal Emergency Management Agency (FEMA) as having special
flood hazards,flood insurance under the National Flood Insurance Program is obtained and
maintained as a condition of financial assistance for acquisition or construction purposes
(including rehabilitation).
11.3 Lead-Based Paint. Gorman agrees that any construction or rehabilitation of residential
structures with assistance provided under this Agreement shall be subject to HUD Lead-
Based Paint Regulations at 24 C.F.R. 570.608,and 24 C.F.R.Part 35,Subpart B. Regulations
pertaining to NSP-assisted housing and require that all owners, prospective owners,and
tenants of properties constructed prior to 1978 be properly notified that those properties
may include lead-based paint. Notification shall point out the hazards of lead-based paint
and explain the symptoms, treatment and precautions that should be taken when dealing
with lead-based paint poisoning and the advisability and availability of blood lead level
screening for children under seven. The notice should also point out that if lead-based paint
is found on the Property, abatement measures may be undertaken. The regulations further
require that, depending on the amount of Federal funds applied to a property,paint testing,
risk assessment,treatment and/or abatement may be conducted.
11.4 Historic Preservation. Gorman agrees to comply with the Historic Preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended (16
U.S.C.470) and the procedures set forth in 36 C.F.R.Part 800,Advisory Council on Historic
Preservation Procedures for Protection of Historic Properties, insofar as they apply to the
performance of this Agreement.In general,this requires concurrence from the State Historic
Preservation Officer for all rehabilitation and demolition of historic properties that are fifty
years old or older or that are included on a Federal,state,or local historic property list.
12. Immigration Law Compliance.
12.1 Gorman, and on behalf any subcontractor,warrants, to the extent applicable under A.R.S. §
41-4401, compliance with all federal immigration laws and regulations that relate to their
employees as well as compliance with A.R.S. § 23-214(A) which requires registration and
participation with the E-Verify Program.
13
12.2 Any breach of warranty under subsection 12.1 above is considered a material breach of this
Agreement and is subject to penalties up to and including termination of this Agreement
12.3 The City retains the legal right to inspect the papers of Gorman or any subcontractor
employee who performs work under this Agreement to ensure that Gorman or any
subcontractor is compliant with the warranty under subsection 12.1 above.
12.4 The City may conduct random inspections, and upon request of the City, Gorman shall
provide copies of papers and records demonstrating continued compliance with the warranty
under subsection 12.1 above. Gorman agrees to keep papers and records available for
inspection by the City during normal business hours and will cooperate with City in exercise
of its statutory duties and not deny access to its business premises or applicable papers or
records for the purposes of enforcement of this Section 12.
12.5 Gorman agrees to incorporate into any subcontracts under this Agreement the same
obligations imposed upon Gorman and expressly accrue those obligations directly to the
benefit of the City. Gorman also agrees to require any subcontractor to incorporate into
each of its own subcontracts under this Agreement the same obligations above and expressly
accrue those obligations to the benefit of the City.
12.6 Gorman's warranty and obligations under this Section 12 to the City are continuing
throughout the term of this Agreement or until such time as the City determines,in its sole
discretion, that Arizona law has been modified in that compliance with this section is no
longer a requirement.
12.7 The "E-Verify Program" above means the employment verification program administered
by the United States Department of Homeland Security, the Social Security Administration,
or any successor program.
13. Foreign Prohibitions. Gorman certifies under A.R.S. g 35-391 et seq., and 35-393 et seq., that it
does not have, and during the term of this Agreement will not have, "scrutinized" business
operations,as defined in the preceding statutory sections,in the countries of Sudan or Iran.
14. Severability. If any provision of this Agreement is held invalid, the remainder of the Agreement
shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force
and effect
15. Section Headings and Subheadings. The section headings and subheadings contained in this
Agreement are included for convenience only and shall not limit or otherwise affect the terms of this
Agreement.
16. Waiver. The City's failure to act with respect to a breach by Gorman does not waive its right to act
with respect to subsequent or similar breaches. The failure of the City to exercise or enforce any
right or provision does not constitute a waiver of that right or provision.
17. Entire Agreement. This Agreement,including Exhibits A and B,and which are fully incorporated
into the Agreement by this reference, constitutes the entire agreement between the City and Gorman
for the use of funds received under this Agreement Except as stated above, this Agreement
supersedes all prior or contemporaneous communications and proposals,whether electronic,oral, or
written between the City and Gorman with respect to this Agreement If there is any conflict
between the provisions of this Agreement,the provisions of this Agreement shall be applicable.
14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the
date first written above.
CITY OF GLENDALE,an Arizona
municipal corporation
Es Beasley,City Manager
ATTEST:
OaA e.41.„. )t)it(1 3
Pamela Hanna,City Clerk (SE )
APPROVED AS TO FORM:
U le
Craig Tindall,City Attorney
c-.1
, OFFICIAL SEALNORWOOD VILLAGE APARTMENTS LLC an
`r ; CHARYN EIRICH-PALMISANO 'NOTARY PUBLIC-State of Arizona Arizona foreign corporation
MARICOPA COUNTY
'� My Comm.Expires April 12,2014
Its: �i 1'M'l-tBy: ---)"7„--1--' 61-VP
's
STA'1'k OF ARIZONA )
) ss.
County of Maricopa ) ,� / /
On this the g day of 1`14/� t 20a before me,the undersigned Notary Public,
PPR�e,r,s`onally apJ��e ed 8E/4 (,()A2'/(/ ,who acknowledged him/herself to be the
olk.if Nii- I T/`�� of Norwood Village Apartments,LLC and that s/he as such official,being
authorized to do so,executed the foregoing Agreement for and on behalf of Norwood Village Apartments,
LLC for the purpose and consideration therein expressed.
IN WITNESS WHEREOF,I hereunto set my hand and official seal.
40' Oa/
Notary Public
My Commission Expires
/,9—j/ e
15
OFFICIAL SEAL
1ARYN EIRICH-PALMISANO
. 'TARY PUBLIC-State of Arizona
MARICOPA COUNTY GORMAN&COMPANY,INC.,a Wisconsin
Comm.Expires April 12,2014
corporation
------)5"---1.--" 674-1N
Brian Swanton,Arizona Market President
STA]:E.OF ARIZONA )
) ss.
County of Maricopa )
On this the______day of lime a II 20 41-;before me,the undersigned Notary Public,
personally appeared Brian Swanton,who acknowledged himself to be the Arizona Market President of
Gorman&Company,Inc. and that he as such official,being authorized to do so,executed the foregoing
Agreement for and on behalf of Gorman&Company,Inc. for the purpose and consideration therein
expressed.
IN WITNESS WHEREOF,I hereunto set my hand and official seal
L #0
A ir
__.ArA
Notary Public
My Commission Expires
1./•2104/
OFFICIAL SEAL
CHARYN EIRICH-PALMISANO
- .,... ,. NOTARY PUBLIC-State of Arizona
-;.^ktiflo" MARICOPA COUNTY
• My Comm.Expires April 12,2014
16
Exhibit A—Description of Property
Address: 6738 North 45th Avenue,Glendale,Arizona 85301
Legal Description:
PARCEL NO. 1:
TRACT"A,"GRANADA VISTA,ACCORDING TO BOOK 134 OF MAPS,PAGE 42 AND
CERTIFICA'1'E OF CORRECTION RECORDED IN DOCKET 8965,PAGE 235,RECORDS OF
MARICOPA COUNTY,ARIZONA.
PARCEL NO.2:
THAT PORTION OF THE ABANDONED ALLEY LOCA TED TO THE WEST OF TRACT"A,"
GRANADA VISTA,ACCORDING TO BOOK 134 OF MAPS,PAGE 42, RECORDS OF MARICOPA
COUNTY,ARIZONA,AS ABANDONED BY THE CITY OF GLENDALE ORDIANCE NO.2019
RECORDED IN RECORDING NO. 98-0823776,LYING BETWEEN THE WES1'r.RLY EXTENSION
OF THE NORTH AND SOUTH LINES OF SAID TRACT"A."
17
Exhibit B—Scope of Work
(See Attached)
18
GORMAN P: (608) 835-3900
& COMPANY, INC. F: (608) 835-3922 REAL ESTATE DEVELOPMENT
200 N.Main Street•Oregon,WI 53575 www.GormanUSA.com MADISON MILWAUKEE MIAMI PHOENIX
SCOPE OF WORK
Norwood Village Apartments—Glendale,AZ
Gorman&Company, in partnership with Catholic Charities,will acquire and substantially
rehabilitate the Norwood Village Apartments, a foreclosed multi-family development being sold
by Fannie Mae located in the heart of Glendale's Centerline Redevelopment Area. This 115-unit
project,built in 1971,is located on 5.19 acres of land just south of Glendale Avenue. Gorman
will act as the lead developer. Catholic Charities will act as co-developer and on-site service
provider. On-site services may include a before-and-after school program,computer training,
parenting classes,financial literacy,and job placement services.
After acquisition with City of Glendale NSP3 funding, Gorman and Catholic Charities will
rehabilitate the project to a LEED-Gold standard and increase accessibility for the physically
disabled to the greatest extent feasible. Rehabilitation will be fmanced through 9%Low Income
Housing Tax Credits and conventional debt. As part of the comprehensive rehabilitation,the
property will be reduced in size from 115 units to 95 total units,including the conversion of 24
two-bedroom units into 12 three-bedroom units to better accommodate the demand for affordable
housing from larger families with children. The project scope will also include the conversion of
some rental units into community buildings for on-site resident services.
To acquire the property,Gorman&Company,Inc.will utilize a$1.8 Million subordinate non-
interest-bearing loan from the City of Glendale's NSP3 program,along with an acquisition bridge
loan from the Raza Development Fund. To finance the substantial rehabilitation of the property,
Gorman and Catholic Charities will apply for an allocation of Low Income Housing Tax Credits
from the Arizona Department of Housing. The total rehabilitation cost of the project will not
exceed$9,909,200 and the total development cost of the project will not exceed$16,922,695,
resulting in approximately eleven(11)NSP-assisted units serving households at or below 50%of
area median income.
When rehabilitation is complete,the development will serve households at or below 60%, 50%
and 40%of area median income.
Acquisition is expected to be completed no later than July 1,2012. If awarded tax credits in the
2012 allocation round,rehabilitation is expected to begin by November 1,2012 and completed by
December 31,2013.
City of Glendale
AUTHORIZED SIGNATURE CARD
CONTRACT# SIGNATURES REQUIRED
ON REQUEST:
GRANTED Norwood ' lage Apartments,LLC ONE ❑TWO
SIGNA URES F IN. VID J ALS AUTHORIZED TO REQUEST FUNDS ON THE CITED CONTRACT:
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cited c. . t,and at I ave the authorityto designate these individuals to take such action.
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City of Glendale
AUTHORIZED SIGNATURE CARD
CONTRACT It SIGNATURES REQUIRED
ON REQUEST:
GRANTED Norwood ` lage Apartments,LLC X ONE 0 TWO
SIGNA URES I F IN b VID-J ALS AUTHORIZED TO REQUEST FUNDS ON THE CITED CONTRACT:
0
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