HomeMy WebLinkAboutAgreement A-23-015 MOU with UPH Butterfly Gardens LP.pdf Agreement No. 23-015
1 MEMORANDUM OF UNDERSTANDING
2 This Memorandum of Understanding ("MOU") is dated January 3, 2023 and is
3 between UPH Butterfly Gardens LP, a California Limited Partnership, whose address is 7370 N.
4 Lincoln Ave., Ste. A, Lincolnwood, IL 60712 ("Contractor"), and the County of Fresno, a political
5 subdivision of the State of California ("County").
6 Recitals
7 A. In collaboration with Contractor, County, through its Department of Behavioral Health
8 ("DBH"), has received funds from the State Department of Housing and Community
9 Development ("HCY) pursuant to Proposition 2, the No Place Like Home Program ("NPLH").
10 NPLH was approved by the voters of the State of California in November of 2018. NLPH funds
11 may only be used by DBH in accordance with Proposition 2 and California Code of Regulations
12 Division 5, Part 3.9, et. Seq.
13 B. County's Department of Behavioral Health ("DBH") needs high quality, safe, and
14 affordable permanent supportive housing for persons with serious mental illness or a serious
15 emotional disturbance experiencing or at risk of homelessness.
16 C. Contractor has acquired the site at 784 W. Holland Ave, Clovis, CA 93612, identified as
17 Butterfly Gardens ("Development"), to be operated as permanent supportive housing.
18 D. Parties have signed Standard Agreement No 20-NPLH-14601 with HCD to access
19 NPLH funds for the construction of the Development. This 30-year agreement commits the
20 County to provide mental health services and provide or refer to other supportive services for a
21 minimum of 20 years.
22 E. Parties have signed Service Agreement No. 21-136 with Contractor, further committing
23 the County to providing supportive services, demonstrating their commitment to persons served
24 who are living at Development.
25 F. The purpose of this MOU is to clearly identify the roles and responsibilities of Contractor
26 and County.
27 The parties therefore agree as follows:
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1 Article 1
2 Contractor's Responsibilities
3 1.1 Guiding Principles of Care Delivery. Contractor shall provide services in
4 accordance with the vision, mission, and guiding principles of the County's DBH, as further
5 described in Exhibit A, "Guiding Principles of Care Delivery," attached hereto and by this
6 reference incorporated herein and made part of this Agreement.
7 1.2 Consideration of Circumstances. The parties understand and agree NPLH-eligible
8 households are disabled households who may be entitled to reasonable accommodations in the
9 eligibility review and admission process. Contractor shall establish and implement a procedure
10 to respond to circumstances that may result in denial of an applicant and requests for
11 reasonable accommodation by all applicants. Such procedures shall provide for the following:
12 (A) Contractor to consider all relevant circumstances when deciding whether to deny
13 admission based on an individual's past history except in the situations for which denial
14 of admission is mandated, such as being a registered sex offender or being convicted of
15 manufacturing or producing methamphetamine on the premises of federally assisted
16 housing.
17 (B) In deciding whether or not to deny admission or assistance because of an action
18 or failure to act by an individual, Contractor has discretion to consider all relevant
19 circumstances in each case, including seriousness of the case. Contractor will use its
20 discretion in reviewing the extent of participation or culpability of an individual, mitigating
21 circumstances related to the disability of an individual, and the passage of time since the
22 individual's actions or failure to act. When the ground for denial of admission or
23 assistance is related to criminal activity, such as factors as disclosure of the criminal act,
24 completion of rehabilitative treatment for drug-related offenses, and type and longevity
25 since the conviction will be considered.
26 (C) In determining whether to deny admission for illegal use of drugs or alcohol
27 abuse by a household member who is no longer engaged in such behavior, Contractor
28 will consider whether an individual is participating in or has successfully completed a
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1 supervised drug or alcohol rehabilitation program or has otherwise been successfully
2 rehabilitated. Contractor may require the individual to submit evidence of the household
3 member's current participation, or successful completion of a supervised drug or alcohol
4 rehabilitation program.
5 (D) If denial is based upon behavior resulting from a disability, Contractor will delay
6 the denial in order to determine if there is a reasonable accommodation which would
7 negate the behavior resulting from the disability.
8 (E) Contractor shall provide a notice to all applicants that disabled applicants may be
9 entitled to a reasonable accommodation in the tenant selection and admission process.
10 (F) If Contractor intends to deny a requested accommodation because it is deemed
11 unreasonable, Contractor shall make efforts to determine if there is an alternative
12 reasonable accommodation that would effectively address the applicant's disability
13 related needs.
14 (G)Contractor shall not be obligated to admit an NPLH-Eligible applicant who
15 requires supportive services as a reasonable accommodation to meet the terms of the
16 tenancy if such applicant does not have access to supportive services or cannot
17 otherwise obtain such supportive services.
18 (H) Nothing herein shall require the Contractor to keep units vacant for a period of
19 longer than thirty (30) days in order to determine if there are reasonable
20 accommodations that can be offered to the applicant to allow the applicant to meet the
21 terms and conditions of tenancy.
22 (1) The Parties hereto expressly agree that Contractor has no role or responsibility in
23 the provision of supportive services, the manner and method of the provision of such
24 supportive services, the determination of the appropriate level of supportive services, or
25 any decision regarding such supportive services.
26 1.3 NPLH Unit Designation. Contractor shall make available 36 units for certified
27 NPLH-eligible tenants, as defined in Exhibit B. Upon referral from the Coordinated Entry System
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1 (CES) and meeting Contractor's income verification and background check, Contractor shall
2 select NPLH-eligible tenants for occupancy of said units.
3 1.4 DBH Unit Designation. Contractor shall make available 37 units for tenants referred
4 by DBH who must be verified to meet at least one of the "special needs" established by the
5 California Tax Credit Allocation Committee ("TCAC"), as defined in Exhibit B. Upon referral from
6 DBH and meeting Contractor's income verification and background check, Contractor shall
7 make select TCAC-eligible tenants for occupancy of said units.
8 1.5 Move-In Process. Contractor shall establish reasonable move-in procedures and
9 provide copies of such procedures to County at least thirty (30) days prior to rent-up (defined as
10 30 days prior to renting to the rental applicant). In the event Contractor modifies Contractor's
11 move-in procedures, Contractor shall provide County copies of such modified move-in
12 procedures at least thirty (30) days prior to implementing such procedures. Contractor shall
13 notify County ten (10) days prior to the day and time of move-in. Contractor shall provide an
14 orientation of the requirements of the Lease and the House Rules to new tenants to establish
15 property management expectations in areas such as expectations of tenancy, County's contact
16 information to learn about the availability of supportive services, use of common areas (e.g.
17 recreation areas, meeting room facilities, etc.), rent collection, maintenance requests, etc..
18 Contractor shall provide County with current copies of the Lease and House Rules.
19 1.6 Property Management. Contractor shall manage and monitor the Development,
20 including developing and implementing policies and procedures for tenants to submit requests
21 for repairs, rent collections, and maintaining the condition of the property.
22 (A) Contractor shall carry out rent collection and administration.
23 (B) Contractor shall prepare operating budgets and cost estimates for the
24 Development, excluding budgets related to the provision of supportive services.
25 (C) Contractor shall maintain the waitlist, including adding new eligible and NPLH-
26 certified applicants referred by CES. It shall be the responsibility of Contractor to ensure
27 an adequate number of potential NPLH-eligible applicants remain on the site-based
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1 waitlist. Contractor shall notify County and eligible applicants from the waitlist of
2 vacancies in the NPLH units.
3 (D) Contractor shall develop and maintain a clear separation of responsibilities and
4 duties between the onsite property manager and the supportive services provider staff.
5 (E) Contractor shall provide County with a description of Contractor duties and
6 responsibilities.
7 (F) Contractor shall establish policies and procedures agreed upon by County for
8 resolving conflicts between property management and supportive services provider staff
9 when they cannot agree on a course of action.
10 (G)Contractor shall develop and maintain a log identifying tenants' assigned
11 clinicians/case managers and contact information.
12 (H) Contractor shall provide property maintenance, including having the capacity to
13 respond to tenants' requests for service within twenty-four (24) to seventy-two (72)
14 hours, contingent upon the nature of the request. This shall also include providing facility
15 and maintenance support to areas utilized for any onsite service provision that is
16 equivalent to the level of maintenance provided to tenants. Contractor shall provide
17 County staff with written policies and procedures for maintenance requests, including
18 any forms that must be completed to request maintenance work.
19 (1) Contractor shall ensure that staff working in the Development, including office
20 staff, are introduced to the supportive services staff and are aware of the roles and
21 responsibilities of the supportive services provider staff.
22 (J) Contractor shall establish policies and procedures that ensure tenant's access to
23 Contractor for routine business, during normal operating hours, and any time for
24 emergencies.
25 (K) Contractor shall provide the County access to Contractor representative twenty-
26 four (24) hours per day for emergencies.
27 (L) Contractor shall develop plans for the establishment of a tenant advisory council
28 or other structures to solicit tenant input regarding house policies and rules.
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1 1.7 Lease Violation Interventions/Eviction Prevention. Contractor shall establish
2 policies to refer tenants to County so that they may obtain supportive services with the goal of
3 retaining their housing in times of crisis.
4 1.8 Safety, Security, and Emergency Response. Contractor shall provide semi-annual
5 meetings for tenants and staff on basic safety and evacuation procedures. Current evacuation
6 plans shall be posted for the Development onsite and be provided to County staff. Contractor
7 shall ensure all onsite staff are trained when to call emergency medical personnel or the police
8 and when to communicate with their supervisors and/or the County in the event of an
9 emergency. Contractor shall train onsite staff to maintain an incident log and to allow County to
10 review said log on a monthly basis. Contractor shall train onsite staff to consult County staff if
11 they have a question regarding the proper way to handle a tenant crisis situation or to make
12 referrals.
13 1.9 Communication. Contractor shall notify County:
14 (A) Immediately of any upcoming vacancies.
15 (B) Immediately of any incidents that could potentially jeopardize a resident's
16 tenancy, including any critical incidents resulting in loss of life, serious bodily harm, or
17 significant property damage.
18 (C)Weekly when a tenant is displaying behaviors that could jeopardize tenancy,
19 such as failure to pay rent or conflicts with property management or other tenants.
20 (D) If supportive service providers have been non-responsive to requests regarding a
21 tenant.
22 (E) Of any potential charges to the regular operations of the Development, or any
23 potential changes or losses of funding that could impact the operations of the housing
24 site.
25 (F) And provide County with a directory of key staff within their respective
26 organizations. The directory shall include e-mail, fax, and phone numbers where
27 available and appropriate.
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1 1.10 Training. Contractor shall cross-train with County in order to facilitate understanding
2 of staff responsibilities, as needed. Contractor shall conduct regular trainings for staff to
3 maintain tenant confidentiality and include maintenance of tenant confidentiality as a work
4 performance expectation for all appropriate job classifications. Contractor shall reference the
5 Supportive Housing Property Management Operations Manual published by the Corporation for
6 Supportive Housing as a guide and reference tool for the successful cooperative operation of
7 supportive housing at the Development.
8 1.11 Complaints. Contractor shall log complaints and the disposition of all complaints
9 from a tenant or a tenant's family. Contractor shall provide a copy of detailed complaint log
10 entries concerning tenants to County at monthly intervals by the tenth (10th) day of the following
11 month, in a format that is mutually agreed upon. Besides the detailed complaint log, Contractor
12 shall provide details and attach documentation of each complaint with the log.
13 1.12 Representation. Contractor represents that it is qualified, ready, willing, and able to
14 perform all of the services provided in this Agreement.
15 1.13 Compliance with Laws. Contractor shall, at its own cost, comply with all applicable
16 federal, state, and local laws and regulations in the performance of its obligations under this
17 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
18 and regulations.
19 Article 2
20 County's Responsibilities
21 2.1 Outreach, Application, and Screening. County and its provider network shall
22 provide assistance to potential Development applicants with the application process. This
23 includes providing guidance in completing and organizing the application, gathering the
24 information necessary to document applicant's income, and communicating with Contractor to
25 discuss the status of their review. As needed, County and its provider network shall also assist
26 applicants in requesting and obtaining a reasonable accommodation in the application and
27 selection process.
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1 2.2 Deposit Assistance. County shall be responsible for rental security deposits in the
2 amount of Nine Hundred Ninety-Four and no/100 dollars ($994.00)for tenants who have a
3 serious mental illness or serious emotional disturbance. This deposit amount may increase as
4 agreed upon in writing by the DBH Director or Designee and Contractor. The increase in the
5 deposit amount shall not exceed the cost of one month's rent for one unit at the Development,
6 calculated at 110% of Small Area Fair Market Rent. County shall make such security deposits
7 available to Contractor as described in Article 3 of this Agreement. Such security deposits shall
8 be for the purposes of repair expense for damages caused to housing units as a result of
9 tenants during tenant occupancy.
10 (A) Upon move-out of a tenant whose rental security deposit was paid by County, an
11 itemized statement from Contractor for damage caused by the tenant will be sent to
12 County for such expenses not to exceed the cost of the security deposit for each tenant.
13 If, at move-out, it is determined there will be a whole or partial refund of the security
14 deposit to County after all move-out inspections are complete, the refund will be mailed
15 back to County. Only those damages to housing units caused by tenants will be eligible
16 for the deduction from the security deposit provided by County to Contractor (for
17 example: torn rugs, damaged walls, etc.).
18 (B) Tenant security deposit funds shall not be applied towards needed repairs for
19 usual or normal wear and tear, including, but not limited to, broken faucets, leaky toilets,
20 etc., unless damage is caused by tenant, or to comprehensive systems serving the
21 larger Development, including, but not limited to, HVAC system maintenance, etc. Such
22 repairs/expenses will be the responsibility of Contractor.
23 2.3 Move-In Process. County shall meet with incoming tenants at the time of move-in.
24 Designated staff shall orient new tenants to the services available on-site and provide new
25 tenants with information on community resources and opportunities to participate in supportive
26 services.
27 2.4 Supportive Services. The County shall assist tenants at the Development by
28 linking/engaging tenants to an array of appropriate community services. Supportive services are
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1 designed to help tenants retain their housing and assist in recovery and wellness. Supportive
2 services staff will work to ensure tenants have linkages that are appropriate and desired, such
3 as screening, individual needs assessment, support sessions for individual and groups, direct
4 assistance to tenants that supports self-sufficiency and independent living, response to crisis
5 and crisis intervention, as well as linkage of tenants to physical health staff for medication
6 support services. Supportive services also include a degree of case management through
7 community linkage, advocacy, and outreach services to inform tenants of community resources.
8 2.5 Lease Violation Interventions/Eviction Prevention. County shall collaborate with
9 the tenant and Contractor to establish plans to help tenants obtain the appropriate support and
10 services they need to retain their housing. If tenant is in rent arrears, County shall work with
11 Contractor to support development of rent repayment plans for tenants.
12 2.6 Communication. County shall conduct meetings with Contractor, monthly or as
13 needed, to discuss coordination of services, referrals, and vacancies. County shall notify
14 Contractor of any changes in supportive services available to tenants and any potential changes
15 or losses of funding that could impact the availability of supportive services. County supportive
16 services staff shall meet weekly with Contractor property management staff to identify tenant
17 behaviors that could jeopardize tenancy. County shall act as a liaison between the tenant,
18 Contractor, and mental health service providers to facilitate the communication of concerns that
19 could jeopardize a tenant's residency. County shall promptly notify Contractor when they
20 observe safety or maintenance concerns. County shall share directories of key staff within their
21 respective organizations. The directory shall include e-mail, fax, and phone numbers where
22 available and appropriate.
23 2.7 Training. County shall cross-train with Contractor in order to facilitate understanding
24 of staff responsibilities, as needed. County shall conduct regular trainings for staff to maintain
25 tenant confidentiality and include maintenance of tenant confidentiality as a work performance
26 expectation for all appropriate job classifications. County shall reference the Supportive Housing
27 Property Management Operations Manual published by the Corporation for Supportive Housing
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1 as a guide and reference tool for the successful cooperative operation of supportive housing at
2 the Development.
3 Article 3
4 Compensation, Invoices, and Payments
5 3.1 The County agrees to pay, and Contractor agrees to receive, compensation for the
6 deposit assistance under this Agreement as described in Article 2 Section 2.
7 3.2 Maximum Compensation. The maximum amount to be paid to Contractor by
8 County under this Agreement each fiscal year is Eighty-Seven Thousand, Four Hundred
9 Seventy-Two and no/100 Dollars ($87,472.00). In no event shall maximum compensation under
10 this Agreement be in excess of Four Hundred Thirty-Seven Thousand, Three Hundred-Sixty and
11 no/100 Dollars ($437,360.00). Contractor acknowledges that the County is a local government
12 entity and does so with notice that the County's powers are limited by the California Constitution
13 and by State law, and with notice that Contractor may receive compensation under this
14 Agreement only for services performed according to the terms of this Agreement and while this
15 Agreement is in effect, and subject to the maximum amount payable under this section.
16 Contractor further acknowledges that County employees have no authority to pay Contractor
17 except as expressly provided in this Agreement.
18 3.3 Invoices. Contractor shall electronically submit invoices in arrears by the 10t" day of
19 each month for deposit assistance for move ins to any of the eligible-units as described in
20 Article 2 Section 2 of this Agreement that occurred the previous month to: 1)
21 dbhinvoicereview(a�_fresnocountyca.ao, , 2) dbh-invoices(a�fresnocountyca.gov ; and 3)
22 dbhhousingCa-)fresnocountyca.go with a copy to the assigned County's DBH Staff Analyst.
23 Reports and other documentation required in this Agreement will be in a form and in such detail
24 as acceptable to County's DBH. If an invoice is incorrect or is otherwise not in proper form or
25 substance, County's DBH Director or designee shall have the right to withhold payment as to
26 only that portion of the invoice that is incorrect or improper after 5 days prior notice to
27 Contractor. Contractor agrees to continue to provide services for a period of 90 days after
28 notification of an incorrect or improper invoice. If after said 90-day period said invoice(s) is still
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1 not corrected to County's DBH Director or designee's satisfaction, County's DBH Director or
2 designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
3 Article 6 "Termination and Suspension."
4 3.4 Deposit Refunds. For each move-out of a tenant in which the County paid the
5 security-deposit for the unit, Contractor shall provide County with a line-item expense sheet of
6 maintenance costs incurred due to tenant-caused damages to the unit. This shall be
7 electronically submitted to: 1) dbh housing(a fresnocountyca.gov and 2) the assigned County's
8 DBH Staff Analyst. County shall review the expense sheet and shall dispute costs against the
9 deposit that are not as described in Article 2 Section 2 of this Agreement. Contractor shall
10 reimburse the County for any disputed amount that is not described in Article 2 Section 2 of this
11 Agreement.
12 3.5 Payment. The County shall pay each correctly completed and timely submitted
13 invoice within 45 days after receipt. The County shall remit any payment to Contractor's address
14 specified in the invoice.
15 3.6 Incidental Expenses. Contractor is solely responsible for all of its costs and
16 expenses that are not specified as payable by the County under this Agreement.
17 Article 4
18 Term of Agreement
19 4.1 Term. This Agreement is effective retroactively to the 31 sc day of October, 2022 and
20 terminates on the 301h day of June, 2025, except as provided in section 4.2, "Extension," or
21 Article 6, "Termination and Suspension," below.
22 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
23 year periods only upon written approval of both parties at least 30 days before the first day of
24 the next one-year extension period. The Director of the Department of Behavioral Health or their
25 designee is authorized to sign the written approval on behalf of the County based on the
26 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
27 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
28 the time of the extension whether or not known to the County.
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
5
For the County:
6 Director, Department of Behavioral Health
County of Fresno
7 1925 E Dakota Ave
Fresno, CA 93726
8 Email: dbhcontractedservicesdivision(aD_fresnocountyca.gov
9 For Contractor:
President
10 UPholdings
900 W. Jackson Blvd., Ste #2W
11 Chicago, IL 60607
Email: jessica@upholdings.net
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5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and Contractor provided for or
15
permitted under this Agreement must be in writing, state that it is a notice provided under this
16
Agreement, and be delivered either by personal service, by first-class United States mail, by an
17
overnight commercial courier service, by telephonic facsimile transmission, or by Portable
18
Document Format (PDF) document attached to an email.
19
(A) A notice delivered by personal service is effective upon service to the recipient.
20
(B) A notice delivered by first-class United States mail is effective three County
21
business days after deposit in the United States mail, postage prepaid, addressed to the
22
recipient.
23
(C)A notice delivered by an overnight commercial courier service is effective one
24
County business day after deposit with the overnight commercial courier service,
25
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
26
the recipient.
27
(D)A notice delivered by telephonic facsimile transmission or by PDF document
28
attached to an email is effective when transmission to the recipient is completed (but, if
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1 such transmission is completed outside of County business hours, then such delivery is
2 deemed to be effective at the next beginning of a County business day), provided that
3 the sender maintains a machine record of the completed transmission.
4 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
5 nothing in this Agreement establishes, waives, or modifies any claims presentation
6 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
7 of Title 1 of the Government Code, beginning with section 810).
8 Article 6
9 Termination and Suspension
10 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
11 contingent on the approval of funds by the appropriating government agency. If sufficient funds
12 are not allocated, then any party, upon at least 30 days' advance written notice to the other,
13 may:
14 (A) Modify the services provided under this Agreement; or
15 (B) Terminate this Agreement.
16 6.2 Termination for Breach.
17 (A) Upon determining that a breach (as defined in paragraph (C) below) has
18 occurred, County or Contractor may give written notice of the breach to the respective
19 party. The written notice may suspend performance under this Agreement, and must
20 provide at least 30 days for County or Contractor to cure the breach.
21 (B) If Contractor or County fails to cure the breach to the County's satisfaction within
22 the time stated in the written notice, the County or Contractor may terminate this
23 Agreement immediately.
24 (C) For purposes of this section, a breach occurs when, in the determination of the
25 County or Contractor has:
26 (1) Obtained or used funds illegally or improperly;
27 (2) Failed to comply with any part of this Agreement;
28 (3) Submitted a substantially incorrect or incomplete report to the County; or
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1 (4) Improperly performed any of its obligations under this Agreement.
2 6.3 Termination without Cause. In circumstances other than those set forth above, the
3 County or Contractor may terminate this Agreement by giving at least 30 days advance written
4 notice to the respective party.
5 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
6 or Contractor under this Article 6 is without penalty to or further obligation of the County or
7 Contractor.
8 6.5 County's Rights upon Termination. Upon termination for breach under this Article
9 6, the County may demand repayment by Contractor of any monies disbursed to Contractor
10 under this Agreement that, in the County's sole judgment, were not expended in compliance
11 with this Agreement. Contractor shall promptly refund all such monies upon demand. This
12 section survives the termination of this Agreement.
13 Article 7
14 Confidentiality
15 7.1 All services performed by Contractor under this Agreement shall be in strict
16 conformance with all applicable Federal, State of California, and/or local laws and regulations
17 relating to confidentiality.
18 Article 8
19 Data Security
20 8.1 For the purpose of preventing the potential loss, misappropriation , or inadvertent
21 access, viewing, use or disclosure of County data including sensitive or personal client
22 information; abuse of County resources; and/or disruption to County operations, individuals
23 and/or agencies that enter into a contractual relationship with the County for the purpose of
24 providing services under this MOU must employ adequate data security measures to protect the
25 confidential information provided to Contractor by the County, including but not limited to the
26 following:
27 (A) Contractor may not connect to County networks via personally owned mobile,
28 wireless, or handheld devices, unless the following conditions are met:
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1 (1) Contractor has received authorization by County for telecommuting purposes;
2 (2) Current virus protection software is in place;
3 (3) Mobile device has the remote wipe feature enabled; and
4 (4) A secure connection is used.
5 (B) Contractor may not bring Contractor-owned computers or computer peripherals
6 into the County for use without prior authorization from the County's Chief Information
7 Officer, and/or designee(s), including but not limited to mobile storage devices. If data is
8 approved to be transferred, data must be stored on a secure server approved by the
9 County and transferred by means of a Virtual Private Network (VPN) connection, or
10 another type of secure connection. Said data must be encrypted.
11 (C) Contractor or anyone having an employment relationship with the County may
12 not use County computers or computer peripherals on non-County premises without
13 prior authorization from the County's Chief Information Officer, and/or designee(s).
14 (D) Contractor may not store County's private, confidential, or sensitive data on any
15 hard-disk drive, portable storage device, or remote storage installation unless encrypted.
16 (E) Contractor shall be responsible to employ strict controls to ensure the integrity
17 and security of County's confidential information and to prevent unauthorized access,
18 viewing, use or disclosure of data maintained in computer files, program documentation,
19 data processing systems, data files and data processing equipment which stores or
20 processes County data internally and externally.
21 (F) Confidential client information transmitted to one party by the other by means of
22 electronic transmissions must be encrypted according to Advanced Encryption
23 Standards (AES) of 128 BIT or higher. Additionally, a password or pass phrase must be
24 utilized.
25 (G)Contractor is responsible to immediately notify County of any violations,
26 breaches or potential breaches of security related to County's confidential information,
27 data maintained in computer files, program documentation, data processing systems,
28
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1 data files and data processing equipment which stores or processes County data
2 internally or externally.
3 (H) County shall provide oversight to Contractor's response to all incidents arising
4 from a possible breach of security related to County's confidential client information
5 provided to Contractor. Contractor will be responsible to issue any notification to affected
6 individuals as required by law or as deemed necessary by County in its sole discretion.
7 Contractor will be responsible for all costs incurred as a result of providing the required
8 notification.
9 Article 9
10 Independent Contractor
11 9.1 Status. In performing under this Agreement, Contractor, including its officers,
12 agents, employees, and volunteers, is at all times acting and performing as an independent
13 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
14 venturer, partner, or associate of the County.
15 9.2 Verifying Performance. The County has no right to control, supervise, or direct the
16 manner or method of Contractor's performance under this Agreement, but the County may
17 verify that Contractor is performing according to the terms of this Agreement.
18 9.3 Benefits. Because of its status as an independent contractor, Contractor has no
19 right to employment rights or benefits available to County employees. Contractor is solely
20 responsible for providing to its own employees all employee benefits required by law. Contractor
21 shall save the County harmless from all matters relating to the payment of Contractor's
22 employees, including compliance with Social Security withholding and all related regulations.
23 9.4 Services to Others. The parties acknowledge that, during the term of this
24 Agreement, Contractor may provide services to others unrelated to the County.
25 Article 10
26 Indemnity and Defense
27 10.1 Indemnity. Contractor shall indemnify and hold harmless and defend the County
28 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
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1 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
2 any kind to the County, Contractor, or any third party that arise from or relate to the performance
3 or failure to perform by Contractor (or any of its officers, agents, subcontractors, or employees)
4 under this Agreement. The County may conduct or participate in its own defense without
5 affecting Contractor's obligation to indemnify and hold harmless or defend the County.
6 10.2 Survival. This Article 8 survives the termination of this Agreement.
7 Article 11
8 Insurance
9 11.1 Contractor shall comply with all the insurance requirements in Exhibit C to this
10 Agreement.
11 Article 12
12 Inspections, Audits, and Public Records
13 12.1 Inspection of Documents. Contractor shall make available to the County, and the
14 County may examine at any time during business hours and as often as the County deems
15 necessary, all of Contractor's records and data with respect to the matters covered by this
16 Agreement, excluding attorney-client privileged communications. Contractor shall, upon request
17 by the County, permit the County to audit and inspect all of such records and data to ensure
18 Contractor's compliance with the terms of this Agreement.
19 12.2 State Audit Requirements. If the compensation to be paid by the County under this
20 Agreement exceeds $10,000, Contractor is subject to the examination and audit of the
21 California State Auditor, as provided in Government Code section 8546.7, for a period of three
22 years after final payment under this Agreement. This section survives the termination of this
23 Agreement.
24 12.3 Public Records. The County is not limited in any manner with respect to its public
25 disclosure of this Agreement or any record or data that Contractor may provide to the County.
26 The County's public disclosure of this Agreement or any record or data that Contractor may
27 provide to the County may include but is not limited to the following:
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1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that Contractor may provide to the County, unless such disclosure is prohibited by
7 court order.
8 (C)This Agreement, and any record or data that Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
14 with section 6250) ("CPRA").
15 (E) This Agreement, and any record or data that Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 12.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in Contractor's possession or control, and
25 which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of Contractor. Within five business days after the County's demand, Contractor shall
18
1 (a) deliver to the County all of the requested records that are in Contractor's possession or
2 control, together with a written statement that Contractor, after conducting a diligent search, has
3 produced all requested records that are in Contractor's possession or control, or (b) provide to
4 the County a written statement that Contractor, after conducting a diligent search, does not
5 possess or control any of the requested records. Contractor shall cooperate with the County
6 with respect to any County demand for such records. If Contractor wishes to assert that any
7 specific record or data is exempt from disclosure under the CPRA or other applicable law, it
8 must deliver the record or data to the County and assert the exemption by citation to specific
9 legal authority within the written statement that it provides to the County under this section.
10 Contractor's assertion of any exemption from disclosure is not binding on the County, but the
11 County will give at least 10 days' advance written notice to Contractor before disclosing any
12 record subject to Contractor's assertion of exemption from disclosure. Contractor shall
13 indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA
14 that results from Contractor's delay, claim of exemption, failure to produce any such records, or
15 failure to cooperate with the County with respect to any County demand for any such records.
16 Article 13
17 Disclosure of Self-Dealing Transactions
18 13.1 Applicability. This Article 11 applies if Contractor is operating as a corporation, or
19 changes its status to operate as a corporation.
20 13.2 Duty to Disclose. If any member of Contractor's board of directors is party to a self-
21 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
22 Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to the
23 County before commencing the transaction or immediately after.
24 13.3 Definition. "Self-dealing transaction" means a transaction to which Contractor is a
25 party and in which one or more of its directors, as an individual, has a material financial interest.
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1 Article 14
2 General Terms
3 14.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. Notwithstanding the above, changes to services, staffing, and responsibilities of
6 Contractor, as needed, to accommodate changes in the laws relating to permanent supportive
7 housing services may be made with the signed written approval of County's DBH Director or
8 designee and Contractor through an amendment approved by County's County Counsel and the
9 County's Auditor-Controller's Office.
10 14.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 14.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 14.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 14.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 14.6 Days. Unless otherwise specified, "days" means calendar days.
23 14.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 14.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
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1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 14.9 Nondiscrimination. During the performance of this Agreement, Contractor shall not
4 unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 14.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 14.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between Contractor and the County with respect to the subject matter of this Agreement, and it
15 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 14.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 14.13 Authorized Signature. Contractor represents and warrants to the County that:
24 (A) Contractor is duly authorized and empowered to sign and perform its obligations
25 under this Agreement.
26 (B) The individual signing this Agreement on behalf of Contractor is duly authorized
27 to do so and his or her signature on this Agreement legally binds Contractor to the terms
28 of this Agreement.
21
1 14.14 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C)The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
15 Part 2, Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1) through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 14.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
25 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
UPH Butterfly Gardens, LP COUNTY OF FRESNO
3
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5 Cullen J Davis, Manager 461 tero, Chairman of the Board of
u i r the County of Fresno
6 7370 N. Lincoln Ave., Ste. A,
Lincolnwood, IL 60712 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 '
By: _
10 Depux
11 For accounting use only:
12 Org No.: 56304817
Account No.: 7295/0
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
Page 1 of 4
Fresno County Department of Behavioral Health
Guiding Principles of Care Delivery
DBH VISION:
Health and well-being for our community.
DBH MISSION:
DBH, in partnership with our diverse community, is dedicated to providing quality, culturally
responsive, behavioral health services to promote wellness, recovery, and resiliency for
individuals and families in our community.
DBH GOALS:
Quadruple Aim
• Deliver quality care
• Maximize resources while focusing on efficiency
• Provide an excellent care experience
• Promote workforce well-being
GUIDING PRINCIPLES OF CARE DELIVERY:
The DBH 11 principles of care delivery define and guide a system that strives for excellence in the
provision of behavioral health services where the values of wellness, resiliency, and recovery are
central to the development of programs, services, and workforce. The principles provide the
clinical framework that influences decision-making on all aspects of care delivery including
program design and implementation, service delivery, training of the workforce, allocation of
resources, and measurement of outcomes.
1. Principle One -Timely Access & Integrated Services
o Individuals and families are connected with services in a manner that is streamlined,
effective, and seamless
o Collaborative care coordination occurs across agencies, plans for care are integrated,
and whole person care considers all life domains such as health, education,
employment, housing, and spirituality
o Barriers to access and treatment are identified and addressed
Exhibit A
Page 2 of 4
o Excellent customer service ensures individuals and families are transitioned from one
point of care to another without disruption of care
2. Principle Two - Strengths-based
o Positive change occurs within the context of genuine trusting relationships
o Individuals, families, and communities are resourceful and resilient in the way they
solve problems
o Hope and optimism is created through identification of, and focus on, the unique
abilities of individuals and families
3. Principle Three - Person-driven and Family-driven
o Self-determination and self-direction are the foundations for recovery
o Individuals and families optimize their autonomy and independence by leading the
process, including the identification of strengths, needs, and preferences
o Providers contribute clinical expertise, provide options, and support individuals and
families in informed decision making, developing goals and objectives, and identifying
pathways to recovery
o Individuals and families partner with their provider in determining the services and
supports that would be most effective and helpful and they exercise choice in the
services and supports they receive
4. Principle Four- Inclusive of Natural Supports
o The person served identifies and defines family and other natural supports to be
included in care
o Individuals and families speak for themselves
o Natural support systems are vital to successful recovery and the maintaining of
ongoing wellness; these supports include personal associations and relationships
typically developed in the community that enhance a person's quality of life
o Providers assist individuals and families in developing and utilizing natural supports.
5. Principle Five - Clinical Significance and Evidence Based Practices (EBP)
o Services are effective, resulting in a noticeable change in daily life that is measurable.
o Clinical practice is informed by best available research evidence, best clinical
expertise, and values and preferences of those we serve
Exhibit A
Page 3 of 4
o Other clinically significant interventions such as innovative, promising, and emerging
practices are embraced
6. Principle Six - Culturally Responsive
o Values, traditions, and beliefs specific to an individual's or family's culture(s) are
valued and referenced in the path of wellness, resilience, and recovery
o Services are culturally grounded, congruent, and personalized to reflect the unique
cultural experience of each individual and family
o Providers exhibit the highest level of cultural humility and sensitivity to the self-
identified culture(s) of the person or family served in striving to achieve the greatest
competency in care delivery
7. Principle Seven -Trauma-informed and Trauma-responsive
o The widespread impacts of all types of trauma are recognized and the various
potential paths for recovery from trauma are understood
o Signs and symptoms of trauma in individuals, families, staff, and others are recognized
and persons receive trauma-informed responses
o Physical, psychological and emotional safety for individuals, families, and providers is
emphasized
8. Principle Eight - Co-occurring Capable
o Services are reflective of whole-person care; providers understand the influence of
bio-psycho-social factors and the interactions between physical health, mental health,
and substance use disorders
o Treatment of substance use disorders and mental health disorders are integrated; a
provider or team may deliver treatment for mental health and substance use
disorders at the same time
9. Principle Nine - Stages of Change, Motivation, and Harm Reduction
o Interventions are motivation-based and adapted to the person's stage of change
o Progression though stages of change are supported through positive working
relationships and alliances that are motivating
o Providers support individuals and families to develop strategies aimed at reducing
negative outcomes of substance misuse though a harm reduction approach
Exhibit A
Page 4 of 4
o Each individual defines their own recovery and recovers at their own pace when
provided with sufficient time and support
10. Principle Ten - Continuous Quality Improvement and Outcomes-Driven
o Individual and program outcomes are collected and evaluated for quality and efficacy
o Strategies are implemented to achieve a system of continuous quality improvement
and improved performance outcomes
o Providers participate in ongoing professional development activities needed for
proficiency in practice and implementation of treatment models
11. Principle Eleven - Health and Wellness Promotion, Illness and Harm Prevention, and Stigma
Reduction
o The rights of all people are respected
o Behavioral health is recognized as integral to individual and community well-being
o Promotion of health and wellness is interwoven throughout all aspects of DBH services
o Specific strategies to prevent illness and harm are implemented at the individual,
family, program, and community levels
o Stigma is actively reduced by promoting awareness, accountability, and positive
change in attitudes, beliefs, practices, and policies within all systems
o The vision of health and well-being for our community is continually addressed
through collaborations between providers, individuals, families, and community
members
Exhibit B
No Place Like Home (NPLH) and California Tax Credit Allocation Committee (TCAC) Eligibility
Requirements
NPLH Eligiblity:
To be eligible for the NPLH Housing Program, an applicant must meet the eligibility criteria
listed below at the time a NPLH housing unit becomes available.
Certification of an applicant's eligibility will be determined by the Fresno Madera Continuum of
Care (FMCoC) — Coordinated Entry System (CES) which utilizes a standard assessment tool
(VI-SPDAT) to ensure those applicants have the greatest need for supportive housing and the
most barriers to housing retention are prioritized for any available NPLH-restricted units.
Eligibility Criteria #1:
The applicant must be an adult age 18 or older living with diagnosed Serious Mental Illness
(SMI) or Seriously Emotionally Disturbed (SED) Children or Adolescent as defined in California
Welfare and Institutions Code Section 5600.3 (a and b); who meet one or more of the following
NPLH homeless criteria as defined in the NPLH Guidelines.
Eligibility Criteria #2:
"Homeless", "Chronically Homeless", or"At-Risk of Chronic Homelessness" as defined by the
California Department of Housing and Community Development (HCD)/California Housing
Finance Agency (CaIHFA) NPLH Housing Program Application.
Homeless, Chronically Homeless, or At-Risk of Chronic Homelessness Definition
1. "Homeless" for this Program means adults or older adults with a Serious Mental Illness
or Seriously Emotionally Disturbed Children or Adolescents who meet the criteria below,
according to 24 CFR Section 578.3, which include:
a. An individual or family who lacks a fixed, regular, and adequate nighttime
residence, meaning:
B-1
Exhibit B
i. An individual or family with a primary nighttime residence that is a public
or private place not designed for, or ordinarily used as, a regular sleeping
accommodation for human beings, including a car, park, abandoned
building, bus or train station, airport, or camping ground, or
ii. An individual or family living in a supervised publicly or privately operated
shelter designated to provide temporary living arrangements (including
congregate shelters, transitional housing, and hotels and motels paid for
by charitable organizations or by federal, state, or local government
programs for low-income individuals), or
iii. An individual who is exiting an institution where they resided for 90 days
or less, and who resided in an emergency shelter or place not meant for
human habitation immediately before entering that institution.
b. An individual or family who will imminently lose their primary nighttime residence
provided that:
i. The primary nighttime residence will be lost within 14 days of the date of
application for homeless assistance,
ii. No subsequent residence has been identified, and
iii. The individual or family lacks the resource or support networks, such as
family, friends, faith-based or social networks, needed to obtain other
permanent housing.
c. Unaccompanied youth under 25 years of age, or families with children and youth,
who do not otherwise qualify as homeless, but who:
i. Are defined as homeless under Section 387 of the Runaway and
Homeless Youth Act (42 U.S.C. 5732a), Section 637 of the Head Start
Act (42 U.S.C. 9832), Section 41403 of the Violence Against Women Act
of 1994 (U.S.C. 14043e-2), Section 330(h) of the Public Health Service
Act (42 U.S.C. 254b(h)), Section 3 of the Food and Nutrition Act of 2008
(7 U.S.C. 2012), Section 17(b) of the Child Nutrition Act of 1966 (42 USC
B-2
Exhibit B
1786 (b)), or Section 725 of the McKinney-Vento Homeless Assistance
Act (42 U.S.C. 11434a),
ii. Have not had a lease, ownership interest, or occupancy agreement in
permanent housing at any during the 60-day period immediately
preceding the date of application for homeless assistance,
iii. Have experienced persistent instability as measured by two moves or
more during the 60-day period immediately preceding the date of applying
for homeless assistance, and
iv. Can be expected to continue in such status for an extended period of time
because of chronic disabilities; chronic physical health or mental health
conditions; substance addiction; histories of domestic violence or
childhood abuse (including neglect); the presence of a child or youth with
disability; or two or more barriers to employment, which include the lack
of a high school degree or General Education Development (GED),
illiteracy, low English proficiency, a history of incarceration or detention
for criminal activity, and a history of incarceration or detention for criminal
activity, and a history of unstable employment; or
d. Any individual or family who:
i. Is fleeing, or is attempting to flee, domestic violence, dating violence,
sexual assault stalking, or other dangerous or life-threatening conditions
that relate to violence against the individual or family member, including a
child, that has either taken place within the individual's or family's primary
nighttime residence or has made the individual or family afraid to return to
their primary nighttime residence,
ii. Has no other residence, and
iii. Lacks the resources or support networks, such as family, friends, and
faith-based or other social networks, to obtain other permanent housing.
B-3
Exhibit B
2. "Chronically Homeless" for this Program means an adult or other adult with a Serious
Mental Illness or Seriously Emotionally Disturbed Children or Adolescents who meet the
criteria below according to 24 Code of Federal Regulations Section 578.3, as that
section read on May 1, 2016:
a. A "homeless individual with a disability," as defined in Section 401(9) of the
McKinney-Vento Homeless Assistance Act (42 U.S.C. 11360(9)), who
i. Lives in a place not meant for human habitation, a safe haven, or in an
emergency shelter; and
ii. Has been Homeless and living as described in paragraph (1)(A) of this
definition continuously for at least 12 months, or on at least 4 separate
occasions in the last 3 years, as long as the combined occasions equal at
least 12 months, and each break in homelessness separating the
occasions included at least 7 consecutive nights of not living as described
in paragraph (1). Stays in institutional care facilities for fewer than 90
days will not constitute a break in homelessness, but rather such stays
are included in the 12-month total, as long as the individual or residing in
a place not meant for human habitation, a safe haven, or an emergency
shelter immediately before entering the institutional care facility;
b. An individual who has been residing in an institutional care facility, including a jail
substance abuse or mental health treatment facility, hospital, or other similar
facility, for fewer than 90 days and met all of the criteria in paragraph (1) of this
definition, before entering that facility; or
c. A family with an adult head of household (or if there is no adult in the family, a
minor head of household) who meets all of the criteria in paragraph (1) or (2) of
this definition, including a family whose composition has fluctuated while the
head of household has been Homeless.
3. "At-Risk of Chronic Homelessness" for this Program means an adult or older adult with a
Serious Mental Illness or Seriously Emotionally Disturbed Children or Adolescents who
B-4
Exhibit B
meet one or more of the criteria below. All persons qualifying under this definition must
be prioritized for available housing by using a standardized assessment tool that
ensures that those with the greatest need for Permanent Supportive Housing and the
most barriers to housing retention are prioritized for the Assisted Units available to
persons At-Risk of Chronic Homelessness pursuant to the terms of the Project
regulatory agreement. Qualification under this definition can be done in accordance with
established protocols of the Coordinated Entry System, or other alternate system used
to prioritize those with the greatest needs among those At-Risk of Chronic
Homelessness for referral to available Assisted Units, that meet the requirements of
these Guidelines, including but not limited to, Section 206 (Occupancy and Income
Requirements), and Section 211 (Tenant Selection).
Persons qualifying under this definition are persons who are at high-risk of long-term or
intermittent homelessness, including:
1. Pursuant to Welfare and Institutions Code Section 5849.2, persons exiting
institutionalized settings, such as jail or prison, hospitals, institutes of mental disease,
nursing facilities, or long-term residential substance use disorder treatment, who were
Homeless prior to admission to the institutional setting;
2. Transition-Age Youth experiencing homelessness or with significant barriers to housing
stability, including, but not limited to, one or more evictions or episodes of
homelessness, and a history of foster care or involvement with the juvenile justice
system; and others as set forth below;
3. Persons, including Transition-Age Youth, who, prior to entering into one of the facilities
or types of institutional care listed herein, had a history of being Homeless as defined
under this subsection (f)(3): a state hospital, hospital behavioral health unit, hospital
emergency room, institute for mental disease, psychiatric health facility, mental health
rehabilitation center, skilled nursing facility, developmental center, residential treatment
program, residence care facility, community crisis center, board and care facility, prison,
parole, jail, or juvenile detention facility, or foster care. Having a history of being
B-5
Exhibit B
Homeless means, at a minimum, one or more episodes of homelessness in the 12
months prior to entering one of the facilities or types of institutional care listed herein.
The CES (as defined in Section 101(n)), or other local system used to prioritize persons
At-Risk of Chronic Homelessness for available Assisted Units may impose longer
periods to satisfy the requirement that persons under this paragraph must have a history
of being Homeless.
4. The limitations in subsection (w)(a)(iii) pertaining to the definition of"Homeless" shall not
apply to persons At-Risk of Chronic Homelessness, meaning that as long as the
requirements in subsections (f)(1)— (3) above are met:
a. Persons who have resided in one or more of the settings described above in
subsection (f)(1) or (f)(3)for any length of time may qualify as Homeless upon
exit from the facility, regardless of the amount of spent in such facility; and
b. Homeless Persons who, in the 12 months prior to entry into any of the facilities or
types of institutional care listed above, have resided at least once in any kind of
publicly or privately operated temporary housing, including congregate shelters,
transitional, interim, or bridge housing, or hotels or motels, may qualify as At-Risk
of Chronic Homelessness.
TCAC Eligibility:
To be eligible for a DBH-referred unit, an applicant must be verified for at least one of the
"special needs" established by TCAC. The "special needs" are as follows:
- Individuals living with physical or sensory disabilities and transitioning from hospitals,
nursing homes, development centers, or other care facilities;
- Individuals living with developmental or mental health disabilities;
- Individuals who are survivors of physical abuse;
- Individuals who are homeless as described in California Code Regulations Title 4,
Section 10315(b):
1. Individual or family who lacks a fixed, regular, and adequate nighttime
residence, meaning:
B-6
Exhibit B
a. Has a primary nighttime residence that is a public or private place not
meant for human habitation;
b. Is living in a publicly or privately operated shelter designated to
provide temporary living arrangements (including congregate shelters,
transitional housing, and hotels and motels paid for by charitable
organizations or by federal, state, and local government programs); or
c. Is exiting an institution and resided in an emergency shelter or place
not meant for human habitation immediately before entering that
institution.
2. Individual or family who will imminently lose their primary nighttime residence,
provided that:
a. Residence will be lost within 14 days of the date of application for
homeless assistance;
b. No subsequent residence has been identified; and
c. The individual or family lacks the resources or support networks
needed to obtain other permanent housing.
3. Unaccompanied youth under 25 years of age, or families with children and
youth, who do not otherwise qualify as homeless under this definition, but
who:
a. Are defined as homeless under the other listed federal statutes;
b. Have not had a lease, ownership interest, or occupancy agreement in
permanent housing during the 60 days prior to the homeless
assistance application;
c. Have experienced persistent instability as measured by two moves or
more during the preceding 60 days; and
d. Can be expected to continue in such status for an extended period of
time due to special needs or barriers.
4. Any individual or family who:
B-7
Exhibit B
a. Is fleeing, or is attempting to flee, domestic violence;
b. Has no other residence; and
c. Lack the resources or support networks to obtain other permanent
housing. For projects receiving a reservation under the first or second
priority, owners, property managers, and service providers shall
comply with the core components of Housing First, as defined in
Welfare and Institutions Code Section 8255(b), with respect to the
units designated for homeless households. For projects receiving a
reservation under the first or second priority, the applicant also shall
commit to reserving vacant homeless assistance units for 60 days for
occupancy by persons or households referred, where such systems or
lists exist, by either 1) the relevant coordinated entry or access
system, 2) the relevant county health department from a list of
frequent health care users; or 3) the relevant behavioral health
department from a list of persons with chronic behavioral health
conditions who require supportive housing. The applicant shall enter
into a memorandum of understanding with the relevant department or
system administrator prior to placing in service unless a reasonable
memorandum is refused by the Department or administrator.
- Individuals with chronic illness, including HIV;
- Homeless youth as defined in California Government Code Section 12957(e)(2):
o A person who is not older than 24 years of age, and meets one of the following
conditions:
■ Is homeless or at risk of becoming homeless;
■ Is no longer eligible for foster care on the basis of age;
■ Has run away from home.
B-8
Exhibit B
o A person who is younger than 18 years of age, who is emancipated pursuant to
Part 6 (commencing with Section 7000) of Division 11 of the Family Code, and
who is homeless or at risk of becoming homeless.
- Families in the child welfare system for whom the absence of housing is a barrier to
family reunification, as certified by a county;
OR
- Another specific group determined by the Executive Director to meet the intent of this
housing type.
B-9
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
C-1
Exhibit C
(H) Cyber Liability. The Contractor will ensure that all individuals and entities providing
property management services under this agreement are covered by cyber liability
insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence.
Coverage must include claims involving Cyber Risks. The cyber liability policy must be
endorsed to cover the full replacement value of damage to, alteration of, loss of, or
destruction of intangible property (including but not limited to information or data) that is
in the care, custody, or control of the Contractor. The Contractor agrees that they are
solely liable for any Cyber Risks.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv) fraudulent instruction; (xvi)funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
If the Contractor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
C-2
Exhibit C
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
C-3
Exhibit C
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-4
Exhibit D
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
D-1
Exhibit D
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
D-2
Exhibit E
Page 1 of 42
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL
SERVICES
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if applicable)
STD 213(Rev.0312019) 20•NPLH-14601
t
1.This Agreement Is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACTOR'S NAME
UPH Butterfly Gardens,LP:County of Fresno,and UP Holdings Califomia,LLC
2.The term of this Agreement is: i
1
START DATE
Upon HCO Approval
THROUGH END DATE
Thirty(30)Years from Effective Date
3.The maximum amount of this Agreement is:
$9,000,000.00
4,The parties agree to comply with the terms and conditions of the following exhibits,which are by this reference made a pan of the Agreement.
EXHIBITS TITLE PAGES
Exhibit A Authority,Purpose and Scope of Work 6
Exhibit B Loan Terms and Payment Provisions 2
Exhibit C' State of California General Terms and Conditions GTC-0412017
Exhibit 0 NPLH Program General Terms and Conditions 23
Exhibit E Spacial Conditions 1
TOTAL NUMBER OF PAGES ATTACHED 32
Items shown with an asterisk(`),are hereby incorporated by reference and made part of this agresmenf as if attached hereto.
These documents can be viewed at htipsJ/unvsvrdgs.ca.gov/OLS,'Resofirces
IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO-
CONTRACTOR
CONTRACTOR NAME(if other than an individual,state whether a corporation,partnership,etc.)
See Attached
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
See Attached See Attached See Attached See Attached
PRINTED NAME OF PERSON SIGNING TITLE
See Attached
CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED
See Attached See Attached
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Department of Housing and Community Development
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
2020 W.El Camino Ave.,Suite 130 Sacramento CA 95833
PRINTED NAME OF PERSON SIGNING TITLE
Shaun Singh Contracts Manager,
Business&Contract Services Branch
CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
California Department of General Services Approval(or exemption,if applicable)
Exempt per;SCM Vol.1 4.04.A.3(DGS memo dated 6/1211981)
Exhibit E
Page zm4u
STATE DFCALIFORNIA UPH Butterfly Gardens, LP
S C of Fresno
[T����������1�����K����' County
UP Holdings Co/� '
California, LLC
8TD213 (Rov�O8X]3) 20'NPLH'1601
CONTRACTOR Page 2of3
0PHBufterfly Gardens,LP
a California limited partnership
By: Butterfly Gardens SHE LLC
a California limited partnership
Its: Managing General Partner
By: Self-Help Enterprises
California nonprofit /p�radon
Its: Sole xneer/M
Date:
Thomas J. Collishaw
President and Chief Executive Officer
By: UPH Butterfly Gardens, LLC
a California limited liability company
Its: Administrative General Partner
By: UP Holdings, LLC.an UUnu|o limited liability company,
HoCalifornia,LLC
Its:
So�
By: Dote:
Cullen J. Davis Manager
Address:
8O83N. Figarden Drive#856
Fresno, California A372
UP Holdings, LLC,an Illinois limited liability company,
�qs.�Jlomia, LLC
By: Date: ` '
Cullen J.Davis
Manager
Address:
. 737ON Lincoln Ave Suite A
Lincolnwood, |L6U712
Exhibit E
Page om4u
STATE QFCALIFORNIA UPH Butterfly Gardens,LP
Qm of Fresno
STANDAR&]/�GREEp�ENT "
UPSTD213(Rov.U00� ''`-- California,'—' --- /
� 20-NPLM-14601
CONTRACTOR Page J of
County of Fresno
�
~
By Date:
5mvnBranduu
Chairman, Board of Supervisors ATTEST:
aERw/Css.oe|oeL
Clerk nf the Board ofSupervisors
Can'
f
Add 1�resno,State of California
ress:2281T�amSkoe u«P«� L_}
Fresno, CA83721
Exhibit E
Page 4m4u
'
/
UPHButtadly Gardens, LP �
UP Holdings California, LLC �
County nfFresno !
20-NPLM-14001 '
|
Page of AUTHORITY, EURPO!5E AND SCOPE OF WORK
�
|
1. /
Authority �
Pursuant to the Government Code Section 15463, Pad 3.9 of division 5 (commencing
with section 584S.1\oftheWelfanyomj |nsthuUOOs Code,and Section 5OSOof the Welfare
and Institutions Code all @a amended and ineffect from time h;time, the state nfCalifornia
(the"State")has established the No Place Like Home Program (the "Program"). Pursuant
to Section 5849.5 of the Welfare and |DsUtUUuns Code' the State has issued Guidelines
governing the Program, ua amended from time bo time (the"Guideiings").
This Standard AlnSarnent, STD 213. (the "Agreement" or "Contract") is the neeu|iof the
8poneor's application (the"4pp|iootioO"\for funding under the Program pUrsu8-hfto:
A. Section 5840.Oof the Welfare and Institutions Code;
B. The Program Guidelines dated September 2O19; and,
C. The Notice of Funding Availability (the "NC)FA") datod September 27. 2018, as
may be further amended from time hntime.
2' Purpose
In uoy0ndanoe with the authority cited above, Spon8o/n Application was made to the
State for financial aao|St8nCe from the Pnognsno (the ''LDmn^ or "Award"), for the purpose
of assisting in the deve|0pnnaOt, operation and maintenance of an Rental Housing
Development(as defined in section 3 hereof)(the "Development)on certain real property
(the ''Propartv") aS described iO the Application and the Project Repod. ThoApp/ioaUon.
including all representations made therein, and the Project R8poM /@SdefiDedinSection
3 hereof) are hereby incorporated in this Agreement by this reference. The financial
assistance from the Program shall be in the form of permanent loan to the CountY.
Sponsor, or its approved affiliate(the"Borrower"as defined in section 3 hereof), as owner
of the Development. The purpose of the Loan is to ensure that the Development is
constructed, Vxvnwd, rn@n8ged, maintained and operated in aooVndeDoe with the
requirements of the Program,the requirements Cf the Guidelines, and the representations
of the Application, and to ensure that certain residential Units therein ShoU be occupied
by eligible households 8t affordable rents oo defined in the Guidelines for the full term of
the Loan, regardless of sale or transfer of the Property or prepayment of the Loan.
No Place Like Home /NPLH>— Round 2 Competitive Allocation
NOFA Date: U9/27/2O1g
Approved Date: 08/12/202O
Prep. Date: US/O1/202O
Exhibit E
Page om4u
|
UPHButtorflv Gardens, /
' '
UP Holdings California, LLC
County cfFresno
20-NPLH-14801
Page 2of0 �
To further effect this purpose, if Sponsor or Borrower is an entity other than the Sponsor
identified in the Application, HCD(as defined in section 3 hereof)may require the Sponsor
to enter into a sponsor operating guaranty (the "Sponsor Operating Guaranty") as a
condition of closing the Loan.
Should the legislature enact a statutory change that 8UovYs or r8qD|nnn the Capitalized
Operating Subsidy Reserve /CO8F<\ portion of the Award, if any, to be provided in the
form of a grant, then both the State and the Contractor agree to be bound by said statutory
change and to comply with ail of the rules, processes, and procedures specified thereby
or otherwise promulgated with respect thereto in regard to any such COSR portion of the
Award. Notwithstanding anything to the contrary iRthe immediately preceding sentence,
however, any C8SR portion ofthe Award shall bo deemed and treated ane Loan for all
other purposes under and aa further set forth in this Agreement unless and except tothe
extent that there ie any such statutory change.
By entering into this Agreement and thereby accepting the Award of Program funds, the
Sponsor agrees to comply with the terms and conditions of the Guidelines, the NOFA'
this Agreement, the representations contained in the Application, the Project Repodand
the requirements of the authorities cited above,
3^ Definitions
Capitalized [ern0a herein shall have the meaning of the definitions aa\ forth in the
Guidelines, the UK4R's and in this Exhibit Aaa 8]UOwa:
A. "4gPeemeD[refers 0o this Standard Agreement.
O. "BOrrnVVn/', or''U|UOn8t8 Borrower" refers to the borrowing entity and owner ofthe
Development. The Sponsor, Or Development Sponsor, determined by HCD as
having sufficient capacity and experience to develop, own and operate the
Development, or its vvhVUy controlled affiliate ohm/| have continuing control of the
Oevek»prneDL The Borrower structure ahoi| not have more levels of organization
than are allowed iO accordance with UK8Fl Section 8313.2.
C. ^8ponmJ[" or "Development Sponsor" refers ho the entity or entities that made the
Application to the Department for the Award for the Development (as defined
below) and identified oa "CUntGactor" on poQa 1 to this Agreement (3TD213).
"SpDnSor` also includes any affiliate or assignee 0f the Sponsor approved bythe
Department and undertaking all the obligations of the Sponsor hereunder(e.g., the
Borrower). In the case of joint applicants, ~Qp0OGVr' 8hoU refer to each applicant
or the approved assignee of such applicant. Each joint applicant shall be jointly
and severally liable for all obligations of8 Sponsor as set forth herein.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
N(]FA Date: Og/27/2O19
Approved Date: OD/12/2O20
Prep. Date: 09/O1/202O
Exhibit E
Page sm4u
|
�
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County ofFresno '
20-NPLH-14801 �
Page 3ofO |
XHIBIT
/
UPH BuUarfk Gendarm, LP ("LP") is an affiliate of UP Holdings California, LLC
("Corp").� ' was awarded the NPLH Loan funds pursuant to the award letter,
dated � une 25, 2020. The Department acknowledges that the LP will be
considered the U|U[nab9 Borrower of the NPLH Loan funds and as such will
execute the NPLH Loan documents as described in section 39 of Exhibit D. For
the purposes of this Standard Agreement, LP and Corp will be collectively referred
to herein gs "8ponso/'. Awsuch, the LP and Corp shall be jointly and severally
liable for all the obligations of e Sponsor on set forth herein. Performance
satisfactory to the Department bv the LPof any duties and obligations under this
Standard Agreement, and any other agreements as required by the Department,
by either the LPor Corp will bo deemed as performance by the Sponsor.
At a minirDuno, thespunsoFoont[oUed general partner must solely perform the
substantial management duties identified in Board of Equalization Rule
14O.1(8)(1O) eo items(4)' (H). (1) aOd (P{).
O. "Department" or "HCD" reh*na to the Department of Housing and Community
Development.
E. "Guidelines" refers to the NPLH Guidelines dated GeotoDlber2O18.
F. "Project Report" n*fe[a to the HCO staff report presented to and approved by the
Department's Internal Loan Committee. The Project Report sets fo�h the p��en(
criteria as approved by the Department at the time of the award of Program Loan
funds. The information set forth in the project napurtmnaybe amended only upon
HCD'e written approval.
G. "Performance Milestones" nafans to the development aohodU|e eDd/orrnUaa(ones
proposed by the Sponsor at time of application and as set forth in the Project
Report.
H. "Program" refers to the No Place Like Home Program (NPLH).
|. ''RontG| Housing Development" (the '`Davm|oprnent") refers ho the residential rental
"Affordable Housing Development" described |n the Application and meeting the
criteria set forth in the Project Report providing the affordable housing units, as
described thereiO, in consideration of the No Place Like Home LO8O (the "NPLH
Loan"). The Rental Housing Development ahoU meet all ohhnri@ as set forth in the
Guidelines.
J. "TC8C" refers bz the California Tax Credit Allocation Committee.
No Place Like Home (NPLH)—Round 2 Competitive Allocation
NOFAD8te: 09/27/2019
Approved Date: 08/12/2020
Prep. Oato: OS/01/2020
Exhibit E
Page 7m4u
/
|
`
UPH Butterfly Gardens, LP �
UP Holdings California, LLC .
County ofFresno
20-NPLH-14601
i
Page 4uf8 |
'
K. Any reference to o specific "Section' or "section" of the Guidelines shall initially �
refer to that aoeo0c numbered section of the Guidelines adopted On and dated �
Geob*mnber 2019, Notwithstanding, if and when the Department amends any
portion of the GuideUnea, all references herein Co any such portion of the
Guidelines shall be deemed to refer to the updated version of the Guidelines,either
iD whole orin part, as may beapplicable. To the extent that any Guidelines section
or sections (Section or Sections) provision is or are amended, and thereafter
recoivg(n} m new Guidelines section nurnbar(s), any reference herein to the old
Guidelines o8odoD/8\ number(s) shall be interpreted to refer instead to the
Guidelines section(s)that is(or are)intended to replace the content and substance
of the former Guidelines Secbo0(s).
4. Scope of Work
The Scope of Work \ for this Agreement shall consist of the development and
construction of the Development identified in the Award Letter. The Development is to
be developed and constructed by the Sponsor, or by @ developer on behalf of the
Sponsor, as provided in the Application and shall meet the nhtzh3 set forth in the Project
Report.
Further, the Sponsor shall take such actions, pay such expenses and do all things
necessary to complete the Development as identified in the Award Letter and described
in the Project Repudina000rdanoeYvith the schedule for completion set forth therein and
the terms and conditions of this Agreement.
All written r0atod8|s or alterations submitted as addenda to the original Application and
the Project Rapmrt and which are approved in writing bya Division of Financial Assistance
Program Manager or higher Department official,8s appropriate, are part of the Application
and are hereby incorporated eS part of the Agreement.
HCDneoerves the right to review and approve all Work hV be performed by the Sponsor
in relation to this Agreement. Any proposed revision of the Work must be Submitted in
writing for review and approval byHCD. Any approval shall not be presumed unless such
approval is made byHCO in writing.
5' Evidence of Point Generating Activities
Based on the points awarded to its Application, Sponsor 8msunao the Department of the
existence or planned aspects of all point QnDereUDg aobViUws as detailed in the Project
Report.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NC)FA Date: O9/27/2O18
Approved Date: 08/12/2020
Prep. D8h*: 09/O1/2028
Exhibit E
Page om4u
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County 0fFresno
20-NPLH-14801
Page 5of0
EXHIBIT
At the request of the Department, Sponsor shall provide further and additional evidence
ouffioiaDt to demonstrate the eXiSh8OCe and/or completion of the items for which the
Sponeo/a Application received points. F@UuPa to provide such evidence to the
reasonable satisfaction of the Department may result in a reevaluation of the Application
and the reduction or cancellation of the award, require repayments of any disbursed
Program funds, and result in the disencumbrance of Program funds awarded.
6' Spgciial Conditions
Sponsor shall ensure the completion of the special conditions (if any) set forth in the
Project Report and in Exhibit E of this Amna8N08Dt Uy aUy\, by the designated dates.
Sponsor may apply to the Department for an extension on any timelines based on good
cause shown and best efforts and assurances from the Sponsor for timely completion of
the remaining any such special conditions.
7. State Coordinato
The coordinator of this Agreement for the state |s the Program Manager for the NoPlace
Like Horne' Division of Financial Assistance. Any ncdio8, report, or other communication
required by this Agreement ohe|| be mailed by 0nat class rnoU to the State Program
Manager G\the fnUoWngaddress:
Department of Housing and Community Development
Division of Financial Assistance—N[)FAUnit
P.{J. Box S52O54
Sacramento, California S4252'2054
8'
The Sponsors Contract Coordinators for this Agreement is listed below. Unless otherwise
informed, any notice, report, or other communication required by this Agreement shall be
mailed by first class oremnei|ad to the contact at the following address:
Sponsor/Borrower: UPH Butterfly Gardens, LP
Authorized Representative: u en Davis
Address: Fresno, California 93722
Phone No.: (312)870-4747
I Email Address: rVan(Wupholdings.net
No Place Like Home (NPLH)—Round 2 Competitive Allocation
NOF/\Date: OS/27YZO1S
Approved Date: U8/12/202O
Prep. Dete: D9/U1/2O2O
Exhibit E
Page 9 of 42
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 6'of 6
EXHIBIT A
--Sponsor: UP Holdings California, LLC
Authorized Representative: Cullen J. Davis, Manager
7370 N Lincoln Ave Suite A
Address: Lincolnwood, IL 60712
Phone No.: (312)870-4747
Email Address: ran(@,uPholqjo gsnet
County Applicant: County of Fresno
Authorized Representative: Steve Brandau, Chairman, Board of Supervisors
2281 Tulare Street, Room 301
Address: Fresno, CA 93721
Phone No.: (559)600-2198
Email Address: Clerk-BOS(&-co.fresno.ca.us
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: 08/1212020
Prep, Date: 09/0112020
Exhibit E
Page mm4u
�
|
|
i
UPH Butterfly Gardens, LP .
UPHnN' aL� /
..� California,_ �
County ofFresno
20-NPLH-14601
Page 1of2
BUDGET DETAIL AND PAYMENT PROVISIONS
EXHIBIT B
tTerms of Loan
A. Principal Amount
The principal amount of the Award shall be the lesser of:
1) the principal amount au stated in the Application; or,
2\ the amount later approved by the Deportment as consistent with the
requirements of the Guidelines.
B. Interest and Payment
The portion of the Award provided as a Loan shall bear interest at the rate and be
payable as provided in section 200 of the Guidelines and under the bmnna of the
Department's promissory note tobe executed at loan closing. The Loan may not
be prepaid without the prior written consent of the Department.
2. Invoicing and Payme
A. All |oom proceeds used to finance capital oonba of Assisted Units in the
Development (the "Permanent Loan Proceeds") shall be disbursed through an
independentasonov/tiUa company. The Department shall prepare and submit
instructions to the escrow holder,detailing the requirements for the release of Loan
proceeds tothe Borrower. The Permanent Loan Proceeds do not include funds
awarded for a Capital Operating Subsidy Reserve (COSR) pursuant to Guidelines
aeoUon2O9.
B. The Permanent Loan Proceeds shall be na(ooaed through nsoPmvv Upon the
8ponS0r'8, or its asoignee's, submittal of the Request for Funds form and the
satisfaction ofthe terms of the award letter and this Agreement. HCD reserves the
right to retain 10 percent of the approved loan proceeds pending receipt and
acceptance of the cost audit and any remaining loan closing checklist items.
C. C(]SR proceeds, if ovYarded, will be held by the Department and disbursed
annually pursuant (o Guidelines section 2OS.
NO Place Like Home /NPLH\— Round 2 Competitive Allocation
NOFA Date: OS/27/2O1S
Approved Date: 88/12/383O
Prep. Date: 09/01/2020
Exhibit E
Page 11 of 42
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 2 of 2
EXHIBIT B
3. Payee(s)
The authorized Payee(s) is/are as specified below:
Pa ee: UPH Butterfly Gardens, LP Amount: $9,000,000
No Place Like Home (NPLH)—Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: 08/12/2020
Prep. Date: 09/01/2020
Exhibit E
Page 1zm4u
!
!
UPH Butterfly Gardens, LP �
UP Holdings California, LLC |
County ofFresno {
20-NPLH'14601
Page 1of23
EXHIBIT D
NPLH PROGRAM GENERAL TERMS AND CONDITIONS
1. Effective Date, Commencement of Work and Completion Dates
This Agreement is effective upon approval by all parties and the Department, which is
evidenced by the date signed by the Department on page one, Standard Agreement,STD
213 (the "Effective Date"). The Sponsor agrees that the construction of the Development
has not commenced 8aof the deadline for submittal of applications set forth in the Notice
of Funding Availability. The Sponsor egpaea that the VVurh eheU be completed as
specified in this Agreement, the Project Report incorporated herein by reference, and
subject to the /\on*ennant expiration date specified on page 1. number 2, of this
Agreement(STD 213), unless a written request for an extension is submitted and written
appnJVG/ by the Depadnnent, in provided within 90 days prior to the termination data of
the Agreement. Any extension to the termination date shall require an amendment to this
Agreement executed by all parties.
Deadline:Construction Loan Closinq Per Section 200(h} of the Guidelines, the
construction loan dosing shall occur no later than thirty-six (38) months from the dote of
the Department's award letter June 25. 2O20.
Deadline:Permanent Loan Closing Per Section 200U\, the permanent loan closing shall
occur no later than seventy-two (72) months from the d8ha of the Department's award
letter June 25. 2D2U.
The Department may extend the deadlines above, a total of up to twenty-four(24)months
in the aggregate where it is clear to the Department, that granting an extension will enable
the Project b) sCortoonot[ucti0Oorochiev8ninety (9O) pnrcentoccupanuyoftheAssia&yd
Units.
-' Termination
The Department may terminate this Agreement at any time for cause by giving at least
14day8`nobcein writing to the Sponsor. Cause shall consist cf violations by the Sponsor
of any terms and/or special conditions of this Agreement, including but not limited to:
A. Failure of the Loan to close onor before the Loan closing deadline oo stated under
"TlrniDg^ iD these General Conditions.
No Place Like Home /NPLH\- Round 2 Competitive Allocation
NC>FA [}aha: 03/27/2019
Approved Date: 08V12/2020
Prep. Date: 08/01/2020
Exhibit E
Page 1om4u
`
`
'
!
UPH Butterfly Gardens, LP �
UP Holdings California, LLC
County ofFresno /
20-NPLH`14801 �
Page 20f23 `
EXHIBIT Q
|
B. Failure of the Sponsor to satisfy ina timely manner each of the conditions set forth
in these General Conditions, Special Conditions set forth in Exhibit E of this
Agreement and the award letter.
C. Determination by the Department that: (a)any material fact or representation made
or furnished to the Department by the Sponsor in connection with the Application,
or the a\w@nj letter have been untrue or misleading at the time that such fact or
representation was made known hothe Department, or subsequently becomes
untrue, or (b) the Sponsor ohoU have concealed any Dlaboda/ fact from the
Department related kz the Application Vr the Development.
D. Filing a petition by Sponsor, or any affiliate or general partner of Sponsor,for relief
under the Bankruptcy Code;the filing of any pleading or an answer by Sponsor, or
any general partner of Bponuo[, in any involuntary proceeding under the
Bankruptcy Code; a general aSa|QnnO9Di by Sponsor, or any affiliate or general
partner of Sponsor,for the benefit of creditors; or the filing of an application for the
appointment of a receiver, trustee, custodian or liquidator of Sponsor or any of its
property, or any affiliate or general partner of Sponsor or any of its property.
E. Failure n[Sponsor, or any general partner Qf Sponsor, toeffect a full dismissal of
any involuntary petition under the Bankruptcy Code that is filed against Sponsor,
or any general partner of Sponsor,or in any way restrains or limits Sponsor,or any
general partner of Sponsor, or the Department regarding the Loan or the
Development, prior to the earlier ofthe entry of any court order granting relief
sought in such involuntary petition, or 30 days after the date of filing of such
involuntary petition.
F. Attachment, levy, execution, or other 'Vdido| seizure of any portion of the
OeVe|opmen(, or any subsb]nUal portion of the other assets of Sponsor, or any
general partner ofSponsor, that is not released, expunged, bODded, discharged,
or dismissed within 30 days after the attachment, levy, execution, or seizure.
G. Pendency of any proceeding challenging the legal existence Or authority of
8ponSor, or any general partner CfSponsor, or any proceeding challenging the
legality of the Development.
H. Failure of Sponsor b]close the Department approved construction financing unor
before the date indicated under "Timing" in these General Conditions. Any
na(arnOCe in this Agreement to "construction" shall include rehabilitation
construction, ifapplicable.
No Place Like Home /NPLH\— Round 2 Competitive Allocation
N[)F8Date: 09/27/2019
Approved Date: 08/12/2O20
Prep. Date: 09/01/2020
Exhibit E
Page 14 of 42
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 3 of 23
EXHIBIT Q
3. Timin
A. The Sponsor shall close the construction financing approved by the Department
and commence construction of the Development in accordance with the
development schedule set forth in the Project Report. Upon the Department's
request, the Sponsor shall promptly provide evidence of recorded deeds of trust
for all construction financing, payment of all construction lender fees, issuance of
building permits (a grading permit does not suffice to meet this requirement) and
notice to proceed delivered to the contractor. If no construction tender is involved,
and the project is receiving low-income housing tax credits, evidence must be
submitted that the equity partner has been admitted to the ownership entity, and
that an initial disbursement of funds has occurred.
B. This Agreement shall expire on date specified on page 1, number 2, of this
Agreement (STD 213).
4. Disputes
Applicable law, including the Department's and the Program's statutes, rules, regulations,
and Guidelines shall apply and be enforced in the event of any conflict that becomes
apparent to the Department at any time, notwithstanding the Department's preliminary
prior review of Project documentation at the time of construction loan closing.
5. Consent
The parties agree that wherever the consent or approval of the Department or the
Sponsor is required under this Agreement, such consent or approval will not be
unreasonably withheld or delayed, unless the same is specified as being in that party's
sole discretion or other words of similar import.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: 08/12/2020
Prep. Date: 09/01/2020
Exhibit E
Page 1om4u
|
UPH Butterfly Gardens, LP
UP Holdings California, LLC
|
County ofFresno
28-NPLH44601 |
Page 4of23
EXHIBIT Q� �
PRE-CONSTRUCTION LOAN REQUIREMENTS
Un|aSS otherwise approved in writing by the Departn1ent, the following conditions require
compliance prior to the close of the construction loan(s)for the Development (construction loan
includes o rehabilitation |oen\:
-' Site Control
The Sponsor shall have 100q6 control of the !and at time of application and through
permanent loan closing, and such control shall not becontingent on the approval ofany
other party. The status and nature of the SpuDSur'a title and interest in the property shall
be subject to the Department's approval. Site control may be evidenced by one ofthe
following:
A. Fee title;
`B. /\leasehold interest on the project propedxwith provisionsthat enable the lessee
ho make improvements un and encumber the property providedthat the terms and
conditions n[ any proposed lease mhoU permit compliance, prior to loan n|oaing,
with all Program requirements;
C. An enforceable option to purchase or lease which shall extend through the
anticipated date Of the Program award 8s specified in the NOFA;
O. An executed disposition and development agreement right of way, or irrevocable
offer of dedication toa Public Agency;
E. An executed encroachment permit for construction of improvements or facilities
within the public right of way oron public land;
F. An executed agreement with a public agency that gives the Sponsor exclusive
rights to negotiate with that agency for acquisition of the site, provided that the
major terms of the acquisition have been agreed to by both parties; or,
G. A land sales contract or other enforceable agreement for the acquisition of the
property.
H. Other forms of site control that give the Department assurance (equivalent k/ 4rE)
above) that the applicant or developer will be able tocomplete the Project 8Dda|l
housing designated in the application in a timely manner and in accordance with
all the requirements uy the Program.
No Place Like Home (NPLH)—Round 2 Competitive Allocation
N0FADah*� O8/27/2U1S
Approved Date, 0O/12/2O2O
Prep. Do\e: 09/O1/2O2O
Exhibit E
Page 16 of 42
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 5 of 23
EXHIBIT Q
I. If the Sponsor's interest in the property is a leasehold, the lease must provide
adequate security for the Program Loan and comply with the requirements of the
Uniform Multifamily Regulations ("UMR"), Section 8316. The Sponsor shall
provide a copy of the ground lease for the Department's approval and review of its
compliance with UMR Section 8316. The lessor and lessee will be required to sign
the Department's standard form Lease Rider and Estoppel Agreement, unless the
lessor agrees to sign the Program Loan documents as required by the Department
and encumber all its interest in the Development. Where the lessee and the lessor
are affiliated or related private parties,both the lessee and the lessor must execute
the Program Loan documents so as to encumber both the leasehold and fee
interests in the Development.
7. Title Report
The Sponsor shall provide a current title report for the real property on which the
Development is located. If the Sponsor's interest in the property is leasehold, then the
Sponsor shall provide a current title report for the leasehold interest and the fee interest.
8. Site Inspection
The Department reserves the right, upon reasonable notice, to inspect the Development
site and any structures or other improvements thereon to determine whether the
Development site meets the requirements of the Program Guidelines and the criteria set
forth in the Project Report. If the Department reasonably determines that the site is not
acceptable for the proposed Development in accordance with the Guidelines, the
Department reserves the right to rescind the Award and the Loan.
9. Adaptability and Accessibility
The Sponsor and the Development shall comply with all applicable federal,state and local
laws regarding adaptability and accessibility in the design, construction and rehabilitation
of residential projects for persons with disabilities. In addition, NPLH projects shall comply
with the accessibility requirements referenced in Section 213 (b) of the Program
Guidelines,
10. Physical Needs Assessment
If the Development involves rehabilitation of existing units, the Sponsor shall provide a
post-rehabilitation physical needs assessment acceptable to the Department, in
accordance with instructions provided by the Department,
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: 08/12/2020
Prep. Date: 09101/2020
Exhibit E
Page 1rm4u
�
�
UPH Butterfly Gardens, LP
UP Holdings California, LLC [
County ofFresno �
20-NPLH-14601
Page Oo{23 �
EXHIBIT Q
�
11. Reserve Study
Upon request by the Department, Sponsor shall provide on independent, third-party
replacement reserve study acceptable\o the Department.
12' Devellopment Bud-get
Unless otherwise approved in writing by the Department, prior to the close of any
construction financing, the Sponsor shall provide to the Department for its review and
approval, a copy of the construction !endar/eY approved development budget,
13' Reasonable Development Costs
Sponsor shall provide to the Department evidence that total development costs are
reasonable and necessary for the proposed improvements. To verify cost
reasonableness, the Department may require qualified third-party verification of costs,
evidence of the competitive bidding of major tradeaandnsa!eateb* @ppraiea|o. VVhensthe
Development is m component ofa larger development, the Sponsor shall submit to the
Department for its approvm|, a development moot ahodn0 bFaekdqvvn for the onUnm
development which covers all development costs for each of the individual components
of the entire development and includes $ discrete development budget for the
Development consistent with the budget iD the Application and Project Report. B|Qib|H
costs for Developments are limited to costs as specified in Guideline Section 200<8\ and
(b).
114' Cost Sayinc
If, upon corncdeUoD of the Development, the botel development funding sources exceed
the bda| development costs, the Department will share costs in accordance with UW1R
Section 8313.1.
15' Sponsor Control of Development
Sponsor shall provide evidence satisfactory bo the Department that the Sponsor identified
in the Application and who demonstrated the requisite experience, pursuant to 8eohun
2028fthe Guidelines, in the application p[oo8sn' has and will retain full direct and sole
oun[no| over the dev8|Qpn88nL construction, ownership and management Of the
Development through control of the borrowing entity by the Sponsor either directly as
Borrower, or as a managing general partner of Borrower, or as the member/manager of
the general partner of the Borrower.At a minimum,the sponsor-controlled general partner
must solely perform the substantial management duties identified in Board of Equalization
Rule 14O.1(8)(1O)8G items (A). (H), 0\and (|{).
N0 Place Like Home /NPLH\— Round 2 Competitive Allocation
NOFADate: 09/27/2018
Approved Date: 08/12/202O
Prep. Date: 09/01/2020
Exhibit E
Page 1om4u
�
\
UPH Butterfly Gardens, LP ^
UP Holdings California, LLC �
County nfFresno '
/
20-NPLM-14801
Page 7of23 |
EXHIBIT Q
The same control requirement applies to any Borrower organized as a limited liability
company. The failure to demonstrate the requisite control of the bo[[ovYOQ eDt{h/ by the
Sponsor may result in significant delay in the processing, or potentially the cancellation,
of the Program Loan. The Sponsor which demonstrated the requisite experience of
owning and developing 8ffnnjab!o rental housing, shall execute the Department's
Sponsor Operating Guaranty to ensure that the GpnDoOr has the resources and
experience ho develop, own and manage the Development. The organizational structure
of the Borrower, including the sole control and ownership by the Sponsor Or Sponoors,
and any changes thereto, must be reviewed and approved by the Department and must
comply with all Program requirements.
16' Limited Partnership Acireement(LPA)
If the Borrower is a limited partnership, the Department neither approves nor disapproves
the LPA, but may require changee, if necessary to ensure. 8[Don0 other Program
r8quine[DeDts, appropriate sponsor control, and that the term of the LPA is equal to or
greater than the term of the Department's loan documents. In the event of any conflict
between the LPA and the Department's loan documents and reQU(ehuna, the
Department's loan documents, Guidelines, and applicable statutes and regulations shall
control.
17' Relocation Plan
If there is or will be any residential or oomrDenja| displacement directly or indirectly
caused by the Development, the Sponsor shall provide a relocation plan conforming to
the requirements of State laws and the regulations adopted by the Department in
California Code Df Regulations, Title 25' Section 0OOOftseq. The Development budget
shall contain sufficient funds bo pay all costs of relocation benefits and assistance aoset
forth in the relocation plan accepted by the Department. Should 8 relocation plan not be
required, Sponsor must provide documentation for Department approval that there are
nu relocation requirements.
18. Architect Contract
The Sponsor shall enter into a contract with an architect to provide professional services
for the Development. The contract shall require an architect to supervise the construction
vvork, conduct periodic site visits, prepare periodic inspection reports,verify the validity of
the construction contractor's payment requests, prepare 0r review change orders, and,
upon onrnp|eUon of construction, provide the certification described in paragraph 31 of
these General Conditions.
Nu Place Like Home (NPLH)— Round 2 Competitive Allocation
MOFAOoie: 09/27/2019
Approved Date: 08/12/2020
Prep. Date: 08/01/2020
Exhibit E
Page 1om4u
|
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County ofFresno
20-NPLH-14801
Page Oof23
EXHIBIT D
18. Appraisals
If the property for the Development is being purchased, the Sponsor shall provide an
appraisal acceptableho the Department of the as-is value of the property, prepared by8
qUa|ified. licensed appraiser who is approved by or otherwise acceptable to the
Department.
M Non-Department Financing
The Sponsor shall qualify for and obtain the financial assistance, loans and grants
described in the Application for both the construction and permanent periods. Final terms
and conditions of the non-Department financing must substantially conform to the terms
and conditions o[the SponsoF'G Program Loan Application. The terms and conditions of
all financing shall besubject to the Department's review and approval.
21. 'Senior Loan Terms and Disclosures
The terms of}oon(o) in o lien position senior to the Program Loan must comply with all
the underwriting standards of UMR Sections 8310 and 8315, as may be modified by the
Program Guidelines.
No subordination may limit the Department's remedies and must COrDp|y with UK4R
Section 0315.
Balloon payments are not allowed on senior debt, except as provided pursuant to UMR
meoUoD831O. Senior loans are prohibited from including call option language in the terms
of the loan other than is Femmzn8b|e in oeae of default, no[ may Sponsor be required to
Fem0@rkei Bonds prior to oXpingUnn of the senior loan. Financial instruments on senior
loans (including but not limited to swaps, collars, and interest rate hedges) must extend
for the full term of the senior loan and cannot be required to be renewed or extended prior
to the end of the full term.
Sponsors must obtain an interest rate cap on any interest rate that is not fixed for the full
term of the senior loan. The interest rate at the cap must not jeopardize project%»aoibi(ity.
|n0erao1 rate nasote. manevvo|8, extensions of |8ttm,S of credit, or other aoMi0r loan
provisions, must not require the Sponsor to re-qualify.
All Payments, lender fees, bond fees, issuer fees, trustee fees, letter of credit fees, swaps
f88a, hedge fees, enhancement haen. credit facility and liquidity fees, and other fees,
charges and costs, in addition to principal and interest payments, must be fully disclosed
to the Department in the loan closing transaction summary and in the operating budget.
Nn Place Like Home <NPLH\— Round 2 Competitive Allocation
NOFA Date: O0/27/2D19
Approved Date: O8/12/202O
Prep. Oete: 0g01/2O2O
Exhibit E
Page 20m4u
!
\
'
UPH Butterfly Gardens, LP �
UP Holdings California, LLC
County nfFresno `
20'NPLH-14001 �
Page 9uf23EXHIBIT Q
|
The Department's lien shall not be subordinated ho the liens ofa lender affiliated with en
HOUb/ that has an ownership interest in the Project unless o cov6nant, regulatory
agreement, or similar instrument is recorded senior to the lender's documents that
includes the provisions ofUK4RSection 0310/f>. as may be modified by the Program
Guidelines.
22' Environmental Conditions
The Sponsor shall provide a Phase | Environmental Site /\eaeGe[nen\ ("E8A") for the
Development, in conformance with ASTM Standard Practice E 1627, evaluating whether
the Development is affected by any recognized environmental conditions. |O the event
the Phase | ESA indicates evidence of recognized environmental conditions and the
Sponsor desires to proceed with the DeYe(0prnerd. the Sponsor SheU provide the
Department with a Phase 11 report and such further reports as required by the Department
in8 form acceptable hJ the Department. Any rnrDediaUon work tobe performed shall be
subject h)Department approval, The Sponsor shall also provide on asbestos assessment
and a lead-based paint report for the Department's approval if the Development involves
rehabilitation nr demolition cK existing improvements.
23. Article XXXIV
All Projects shall comply with Article ><X>((V. Section 1 of the California Constitution
("Article XXX|V''\, as clarified by the Public Housing Election |rnp|erneO\atiuD Law(Health
& Safety Code, §§ 37000 — 37002). Prior to the om/a'd of funds by the Department, the
Sponsor shall submit documentation which shows, to the Department's satisfaction, that
the Project complies with or is exempt from Article X>(XIV.
CONSTRUCTION PHASE REQUIREMENTS
24' Construction Phase Information
If requested by the Department, the Sponsor shall provide the Department information
duhDg the construction period including but not limited to all change orders and
modifications to the construction docVmento, all inspection reports prepared by the
Development architect and other consultants, and information relative to Development
income, expenses, occupancy, relocation benefits and expenses, contracts, operations
and conditions of the Development. Upon written notice to Sponsor, Department may
requinaitnadvonCevvhdeDoppnoVa\Uf8Ufutunacho0geordmrGaDdnnodifiCabVnS.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NDFA Date: O9/27/201B
Approved Date: O8/12/2O20
Prop. Date: 09/81/2020
Exhibit E
Page c1m4u
�
/
UPH Butterfly Gardens, LIP
UP Holdings California, LLC \
County ofFresno
20-NPLH-14601
Page 1Oof23
EXHIBIT Q
Deviations from the plans and specifications which have the effect of reducing the quality,
Uhs or utility of Specified item or system must receive the prior written approval of the
Department. Should change orders be submitted to the Department for its approval,they
shall ba deemed accepted |fnot rejectedin writing within 1O business days of receipt by
the Department. Sponsor shall not authorize or approve any change orders rejected by
the Department.
25.
The Department and any authorized representative of the Department aho/| have the
right, during construction and thereafter, hJ enter upon and inspect the construction ofthe
Development. Such right to inspect shall include, but shall not be limited to, the right ho
inspect all work done, all materials and equipment used or to be used, and all books and
nennnds, including payroll neoordS, maintained in connection with the construction work.
Such right of inspection shall be exercised in a reasonable manner.The Department shall
have no affirmative duty to inspect the Development and shall incur no liability for failing
to do ao. Once having Undertaken any inspection, neither the Oepartnnmnt, nor any
representative of the Department shall incur any liability for failing to make any such
inspection pnopedy, or for failing to complete any such inspection. The fact that such
inspection may Vrmay not have occurred shall not relieve the Gponsor, the coOkeohor.
the construction lender, the architect, the structural engineer, the locality nr anyone else
of any obligation bo inspect the Development.
26' Updated Information
Sponsor shall provide the Department updated documentation for any change in the
information previously provided relating&Jthe Program Loan, including Uod80sd sources
and uses and income information. All changes shall be subject to Department approval.
Howow*F. if the Development is changed in any way as to make it ineligible under the
Guidelines, then the Program Loan commitment will be cancelled, and all Program Loan
funds awarded \o the Sponsor shall b*disencumbered,
27-
Upon request, Sponsor shall provide \o the Department evidence Qf the existence ofthe
anneDiUos, aerVioen, improvements, h»atunoo and characteristics of the Development
which were included in the Application and as set forth inthe Project Report and awarded
points under Section 205 of the Guidelines in the Department's rating of the Application.
No Place Like Home (NPLH}— Round 2 Competitive Allocation
N(JFAOatn: 08/27/2019
Approved Date: D8/12/2O2O
Prep. D@b+: OS/01/2020
Exhibit E
Page 22 of 42
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 11 of 23
EXHIBIT D
28. Signage
Sponsor shall place signs on the construction site for the Work stating that the Department
is providing financing through the NPLH Program in an appropriate location(s), typeface
and size containing the following message:
PROJECT NAME: Butterfly Gardens
THIS PROJECT HAS BEEN MADE POSSIBLE
BY FINANCING FROM
NO PLACE LIKE HOME PROGRAM
THROUGH THE
CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
The sign shall be maintained in a prominent location visible and legible to the public
through construction completion. If the job sign includes the acknowledgment and/or logo
of one or more other public lenders,the Department acknowledgment and logo shall also
be displayed in a similar size and layout. Copies of the Department logo can be obtained
by contacting the Department Contract Manager.
Upon installation of the sign,the Sponsor shall submit a digital photograph thereof to the
Department to verify compliance with these signage requirements.
29. Photographs
The Sponsor will provide the Department, upon request, with copies of any photographs
that may be taken of the Development by or on behalf of the Sponsor or the
Development's architect. The Sponsor will provide an acceptable written consent and
release agreement authorizing use of said photographs, all at no expense to the
Department.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: 08/12/2020
Prep. Date: 09/01/2020
Exhibit E
Page 23m4u
|
/
UPH Butterfly Gardens, LP �
UP Holdings California, LLC '
!
County ofFresno !
20'NPLM-14601
Page 12o(23
EXHIBIT D
COMPLETION OF CONSTRUCTION
38. Rellocation Plan Implementation Repor
90 days prior to construction loan close or prior to any displacement,whichever is sooner,
the Sponsor must comply with applicable local, state and federal relocation requirements
of Government Code section 7280 a[ smq. and California Code of Regulations, title 25.
section 6000 et seq. including o relocation plan (if necessary) approved by the
Department. Should a ns|ocatk3D plan not be required, Sponsor must provide
documentation for Department approval that there are no relocation requirements 90 days
prior to construction loan close or prior to any displacement, whichever is sooner. The
Sponsor shall provide a repot in e form acceptable hothe Department, summarizing the
actions taken and identifying all Sponsors of relocation assistance and benefits, and the
amounts paid, and benefits provided, toV[On behalf of each Sponsor.
31. Architect Certification
Where required by the Department, the Sponsor shall cause the Development architect(s)
or other appropriate professional to certify to the Department, in form acceptable to the
Department, that all construction is completed in accordance with the "as-built"plans and
specifications and in compliance with all applicable hadere|. state and local |avvo relating
to disabled accessibility.
32. Cost Certification
At the request of the Department, the Sponsor shall submit a Development ooe(
certification audited by an independent certified public accountant in accordance with the
requirements of the Department and TCAC, if applicable. The Sponsor (and the
developer or builder ifthere is an identity of interest with the Sponsor) SheU keep and
maintain records of all construction nO8Lu not representing work done under the
construction contract and to make such records available for review by the Department,
33. Recorded Notice of Completion
The Sponsor shall provide to the Department a certified copy of any Notice of Completion
for the Development recorded in the county in which the Development is located.
No Place L|ho HV08 /0PLH\— Round Competitive Allocation
NOFA Date: O8/27/2U10
Approved Date: O8/12/2D2O
Prep. Dnte: O3/O1/2O20
Exhibit E
Page 24m4u
'
�
UPH Butterfly Gardens, LP /
UP Holdings California, LLC '
County of Fresno
20-NPLH-14601 i
|
Page 13of23
EXHIBIT D
PROGRAM LOAN CLOSING REQUIREMENTS
The Department shall not be obligated to o|omo or fund the Program Loan unless the Sponsor
has complied with and SoUehed all the terms and conditions of the Guidelines, the NDFA, this
Agreement, nepnaeenbaboDn made in the Application and the criteria set forth in the Project
Report, all in a manner satisfactory to the Department in its sole discretion, on or before the
earlier of the Program Loan Closing, the Program Loan closing deadline or such earlier time, all
as indicated herein.
34. Development Construction
The Development shall be constructed in compliance with the plans and epaoifinahnns.
subject to any change order(s) accepted by the Department where such 2ooepbaDma is
required.
35. Title Insurance
The Sponsor ah8U provide an updated U0o report and an ALTA As-Built Survey
acceptable to the Department. The Sponsor shall provide a pro forma ALTA lender's
policy of title insurance if requested by Department. The Sponsor shall onSU[9 the
issuance ho the Department ofan ALTA lender's policy Oy title insurance. The condition
of title, insurer, liability amount, form of policy and endorsements shall be subject to the
approval of the Department. Such endorsements ah3|| ino|Udo, but not be limited to
CLTA endorsement 100,and may include, but shall not be limited to,CLTA endorsements
105, 11O.0 and 118 (modified for opmrtmenUa\. The policy shall insure that the Sponsor
holds good and marketable fee simple title (or leasehold, if approved by Department)and
that the DepeMrnaDt holds o fee mortgage (or leasehold) lien on the OeVg|0p[OeDt, free
and clear ofall encumbrances, encroachments, other interests and exceptions to UUo
other than as shall have been previously approved in writing by the Department. The
Department's Deed 0f Trust and Regulatory Agreement and the other loans indicated
under "Permanent Funding" in the Application 8h8U have the lien priority as indicated in
the Application.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
N()FA Date: O9/2772O1S
Approved Date: U8/12/202O
Prep. Date: 09/01/2020
Exhibit E
Page com4u
|
i
!
UPM Butterfly Gardens, LP /
UP Holdings California, LLC
County ofFresno �
20-NPLH-14801
Page 14of23EXHIBIT Q
�
(
36. Soonsor's Status
The Sponsor shall provide the Department with copies of all organizational documents,
including but not limited to, partnership agreements, operating a8neanOentu, corporate
documents, and related documents and agreements, as required by the Department. As
of the date of the Program Loan closing, the Sponsor and Borrower shall be a duly
organized and validly existing limited or general partnership, corporation, limited liability
company, nonprofit public benefit corporation, or other valid legal entity under California
law. The Sponsor OrSponsor-controlled Borrower has and ShGU have the authority to
enter into the Program Loan and related loan documents.
37, Prevailing Wage Compliance
Where applicable, prevailing wage rates shall be paid with respect to the construction
work, as the term is defined in the Standard Agreement, performed in connection with the
Development. Prior to closing the Program LnaU, e certificate signed by the general
conhootnr/n\and the Sponsor is [equ)nnd, certifying that prevailing wages have been, or
will be, paid in conformance with Labor Code Section 1720 et seq., and that labor records
shall be maintained and made available to any enforcement agency upon request.
38. Insurance
The Sponsor shall obtain and maintain for the term of the Program Loan hazard and
Unbi|ih/ insurance for the Development in accordance with the Department's
requirements, including flood insurance if applicable. The Department shall be named ao
8 loss payee or8O additional insured on all such policies. Such policies also shall provide
for notice to the Department in the event of any lapse of coverage and in the event of any
claim thereunder. The Sponsor shall provide evidence satisfactory to the Department of
compliance with these insurance requirements.
39. Program Loan Documents
The Sponsor shall enter into this Standard Agreement with the Department, which shall
govern the encumbrance by the Department of the funds to be used to fund the Program
Loan. In addition, the Sponsor shall enter into o Regulatory Aonenrnent(e) with the
OepodrDeOt, governing certain me#ora ne!Rbyd to the use, operation and occupancy of
the Development, including, but not limited to, the imposition of certain \ovv income
occupancy nequi[enoenta, nagU|aUoO of rents oD the |ovV income UnitG, audits and other
financial controls and reserve requirements, management oversight by the Department,
compliance with federal and state laws, and other Department requirements.
No Place Like Home /NPLH\— Round 2 Competitive Allocation
NOFA Date: 08/27/2O1S
Approved Date: 08/12/2020
Prep. Dada: O9/O1/202O
Exhibit E
Page 26m4u
'
|
UPH Butterfly Gardens, LP |
UP Holdings California, LLC '
!
County of Fresno '
20-NPLH-14001 /
Page 158f23 !
EXHIBIT Q
{n addition hm the Raou|abon/Aoreen�enK d U�\' *ekzan �h� beev�emoedbyaPronioaory
Note and secured '-a[J ' of Trust, TheRegulatory Agreement shall be recorded prior
Uo the Department's Deed ofTrust. The Sponsor shall execute and enter into additional
agreements and documents, as the Department may deem reasonable and necessary to
meet the NPLH requirements and the hernOo and conditions of this Agreement. The
Sponsor and any affiliate of the Sponsor which demonstrated the requisite experience of
owning and d8V8|0piDg affordable p*Ota| housing, ahnU eKeoVba the Department's
Sponsor (}peolUDg Guaranty to ensure that the Sponsor has the resources and
experience ho develop, own and manage the Development.
40. Restrictions on Transfer and Change of Ownership
The Sponsor shall not, vYiUlwut the prior written oppn)Va| of the Department: a) sell,
transfer, nonvey, encumber, hypothecate or pledge any of the Development or the
Development property, or any portion or interest in either uf them;b)discharge Vrreplace
any general or managing partner if Sponsor is a partnership, or amend, modify or add to
its partnership agreement except that the Sponsor may sell or transfer limited partnership
interests without the Department's approval; c) if Sponsor is a limited liability company:
change the manager(s),amend, modify or add to its operating agreement or management
structure;d\wind up, liquidate or dissolve its affairs nr enter into any transaction ofmerger
or consolidation; or e) change the organizational structure of the Sponsor. Furthermore,
any other applicable requirements governing sales, [rgDSfe[s. and ancuUOb[enCoo in
Section 216Of the Program Guidelines must also besatisfied.
41. Rental Subsift Contract
The Sponsor shall provide the Department with complete oop|8n of all contracts and
amendments thereto, regarding nant3| subsidies to be provided to tenants residing in the
Development.
42. Substitution of Rent or Social Service Subsid
Sponsor may substitute a source of funding equivalent to the original rent or social service
subsidy. The nrnount, tarrnn and conditions of the new source of funding must provide
oO equivalent or greater level uf subsidy to the project, acoaptmbiebzUneDep8rtmenL
43' Final Certificate of Occupancy
The Sponsor shall provide a final certificate of occupancy (0r an equivalent form of
occupancy certification or approval) issued by the local agency having jurisdiction over
such certificates.
N0 Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date: OS/27/2O19
Approved Date; OO/12/202O
Prep. Date: 08/01/2020
Exhibit E
Page 27m4u
!
i
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14801
Page 1Ouf23
EXHIBIT D
44. Environmental Conditions Remedial Work
All remedial work on recognized environmental conditions shall bncompleted prior to
loan. closing, The Sponsor shall provide the Department with on environmental
update/operations and maintenance plan if remedial work was required with evidence of
lead-based paint and/or asbestos-containing nooteho[a n*noediotion if applicable.
45' Reserve Accounts
The Sponsor shall establish and maintain nsson/a 8ocoURta an required by the
Department and as further described in the Regulatory Agreement. All withdrawals shall
require prior written approval from the Dopartn\ent, as provided in the Regulatory
Agreement.
46. Operating Reserve Account
The Sponsor shall fund an operating reserve account in accordance with Section 8308 of
the UMRo and subject to the requirements thereof. The specifinamount of the Operating
Reserve Account shall be set forth in the Regulatory Agreement.
47. Replacement Reserve Account
The Sponsor shall establish o replacement reserve account in accordance with Section
8309 of the UK4RS. The replacement reserve account shall be funded by monthly
deposits from operating income or8connhinaUonof operating income and development
sources as indicated in the Regulatory Agreement. The amount of the monthly deposits
may be ocNuoted, as determined by the Department, in its oo\a discretioD, based on
[mnen/e studies performed by an independent third party atthe 8ponon/e expense as
requested by the Department or as based on other reliable indicators of future [onnrVe
needs.
48. Capitalized Reserve Accounts
If Program funds are used to fund a reserve account,the Department shall disburse such
funds in a manner to ensure the proper funding of the reserve. The pnmne*dS of the
Program award may be used to capitalize only the operating reserve account, and in an
amount required byUK4Rs Sections D3OU and Section 200uf the Guidelines. Proceeds
of the Program award may not be used to capitalize rental subsidy reserves, except as
authorized in accordance with the above-mentioned sections.
No Place Like Home (MPLH)— Round 2 Competitive Allocation
NQFA Date: 09/27/2019
Approved Date: 08/12/202O
Prep. Date: 08/O1/202O
Exhibit E
Page com4u
!
\
�
UPH Butterfly Gardens, LP /
UP Holdings California, LLC
County ofFresno |
20~NPLH44601 /
Page 17of23 i
�EXHIBIT���
Should the legislature enact o statutory change that allows or naquinaa the Capitalized
Dpe;mUDg Subsidy Reserve (C(}SR) portion of the Award, if any, to be provided in the
form of a grant,then both the State and the Contractor agree to be bound by said statutory
change and 0o comply with all o{the rules, processes, and procedures specified thereby
or otherwise pnJnou|gotad with respect thereto in regard to any such C{}8R portion of the
Award. Notwithstanding anything to the contrary in the immediately preceding sentence,
however, any COSR portion of the Award shall be deemed and treated as a Loan for all
other purposes under and as further set forth in this Agreement unless and except to the
extent that there io any such statutory change.
49. CaIHFA and HUD Funded Proiects
Projects sVbie(tbz the MUD Section 811 and 202 progr8Omoorreceiving a permanent
|na^ from C '|HF4 shall not be subject to Program reserve requirements during the time
such projects are regulated by HUD 8rCa|HFAand the Sponsor complies with the
applicable Ca|HFAnr HUD reserve requirements.
50' Asset Management and compliance Requirements
The Sponsor shall obtain the Loan Closing Checklist in the course of closing the NPLH
loan, and must submit all documents required, for the Department's approv8|, including
but not limited to the following UD mhzrDmt provided or approved by the Dap8drU8n0: o\
a proposal for management agent with management agent's qualifications attached; b) a
management contract; n\ 8 management plan; d\ o template residential tenant lease; a)
an initial-year operating budget and Schedule of Rental Income (GR|); and 0 property
hazard and liability insurance in @c0nrdBDCa with the then-current H(�D Insurance
(�Uide|iDeo. Pho[bo close mf the Program Loan,the Sponsor shall obtain the Department's
review and approval of the above-mentioned ihen1G a> through f\ and any additional
documents required by the Department.
Furthermore, the Sponsor shall be provided links to HOQ`n Asset K43Oagornent and
Comp|imncexvebpGge. which, in conjunction Vvith the Regulatory Agreement, sets forth
the Ob|(Qahnns and n}qu|rern8nCe for the use, operation and occupancy of the
Development, including but not limited to: annual reporting requirements which include
but are not limited to budgets, SRIs, and supportive housing services plans; audit
requirements; and other obligations as determined (and may be amended from time to
time) by the Department and noted on the wmbp8ge.
N0 Place Like Home (NPLM)— Round 2Competitive A&oc3bbO
NOFADa\e: 09/27/2019
Approved Date: OO/12/2O20
Prep. Dote: 08/01/2020
Exhibit E
Page 29 of 42
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 18 of 23
EXHIBIT Q
51. Supportive Services
The County shall ensure that the supportive service requirements of Section 203 of the
Program Guidelines are met. The County must provide mental health services and
coordinate the provision of or referral to other supportive services, including but not limited
to substance use treatment services, to NPLH tenants for a minimum of 20 years. The
County's obligations pursuant to this requirement shall begin when a Project receives its
certificate of occupancy, or other evidence of Project completion for Projects already
occupied.
52, Tenant Referrals, Affirmative Fair Housing Marketing Plan, and Fair Housing
Compliance
Sponsor shall be required to use their local homeless Coordinated Entry System, or other
similar referral system for persons At-Risk of Chronic Homelessness, as set forth in
Section 211 of the NPLH Guidelines and their Application. Sponsor shall develop and
implement an affirmative fair housing marketing plan satisfactory to the Department.
Appropriate aspects of the initial plan shall be incorporated into the ongoing management
plan to ensure positive outreach and informational efforts to those who are least likely to
know about and apply for assisted units in the Development. Sponsor is encouraged to
refer to HUD's guidelines and other guidance for Affirmative Fair Housing Marketing Plans
done with use of a Coordinated Entry System. Sponsor shall comply with all state and
federal fair housing laws. At the Department's election, Sponsor must submit an
attorney's opinion acceptable to the Department describing the intended occupancy
restrictions and how they comply with the Unruh Civil Rights Act in the California Civil
Code and the Fair Employment and Housing Act in the California Government
Code. Occupancy restrictions must be carried out in a manner which does not violate
state or federal fair housing laws. Any additional subpopulation targeting or occupancy
preference for an NPLH Project beyond what is permitted under Section 206 of the
Program Guidelines must be approved by the Department in writing prior to construction
loan closing and must be consistent with federal and state fair housing requirements. The
project integration requirements of Section 202 (e) of the Program Guidelines must also
be satisfied.
Furthermore, pursuant to Welfare and Institutions Code 5849.9 and Guidelines
Section 211, Projects utilizing funds from a County's Noncompetitive Allocation shall
prioritize persons with mental health supportive services needs who are Homeless or At-
Risk of Chronic Homelessness.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date- 09/27/2019
Approved Date: 08/12/2020
Prep, Date: 09/01/2020
Exhibit
Page 30m4u
|
(
UPH """Butterfly LP
\
UP Holdings California, LLC >
County 0[Fresno /
�
20'NPLH-14001
Page 1Qnf23 /
EXHIBIT 1D |
63' Identification of Elderly and Veteran Units
If applicable, Sponsor must submit ereport that specificallyidentifies the number ofunits
rented to the elderly. The report must also specifically identify the number of units rented
0m military veterans.
54' TCAC and Other Regulatory Agreements
The Sponsor shall provide the Department with a copy of the TCAC RagU|mb)ry
Agreement if the Development budget includes tax credits and any other regulatory
agreements pertaining to the Development.
55. Property Tax Exemption
Unless expressly waived in writing by the Department, Sponsor shall provide evidence of
eligibility for property tax exemption for the Development and a copy of the tax exemption
application ho the local tax aeseneor(m).
56' Compliance with State and Federal Laws, Rules, Guidelines and Regulations
The Sponsor agrees to comply with all State and Federal laws, rules and regulations that
pWdg/O to construction, health and safety, /abu[, hgi[ employment pn@ctiCeS, equel
opportunity, and all other matters applicable to the Development, the Sponsor, its
Contractors or Subcontractors, and any loan activity.
57. Change of Conditions
The DopednneDt neS8rv8a the right to re-underwrite the Development based on new
information or funding sources. Particular attention will be paid to the continued feasibility
of the Development and the maintenance nf the security position of the Program Loan. If
the new information demonstrates a n8duoUoD or elimination of financing gap being
addressed by the Program Loan, the Department will reduce the amount of the Loan
Request stated in the Application and the amount ofthe AvvePd accordingly. If the
Department has underwritten the Program Loan using CaIHFA or HUD requirements and
the Development subsequently does not utilize the Ca\HFA or FiUU financing, the
Program Loan will be re-underwritten by the Department using Program naqui[or8eotn.
In the event the Department determines the Development is no longer financially feasible,
the Award and any loan commitment issued by the Department may be revoked.
N0 Place Like Home (NPLH)—Round 2 Competitive Allocation
N(}F/\ Date: U9/27/201Q
Approved Date: U0/12/2O2O
Prep. Date: 09/01/2020
Exhibit
pagon1 m4c
/
UPH Gardens, LP
|
/
UP Holdings California, LLC
County ofFresno `
20-NPLH'14801 �
Page 2Oof23 !
EXHIBIT Q �
58' Investor Commitments
If the Development will be receiving an allocation of tax credits from TCAC. the Sponsor
shall provide the Department with a copy of all tax credit iOYosbzr oornrDitrnenta, including
referenced financial projections andanyarnendrnenty'
59. Restricted Units
All units designated in the Application approved by the Department as restricted units that
are not also assisted units, shall be restricted on a long-term basis by a public agency at
the income and rent levels shown |n the Application. Similarly, all units designated inthe
Application as restricted units and that are not also assisted units, shall be n*ob1c(ad on
8 long-term basis bya public agency io the designated target population.
60. Asset Management Fees
Asset nlanagernent, partnership management, and similar fees aheU be in compliance
with UW1R8act|on 8314(a)(1)/B\.
61' Sponsor ReDresentations
A. Sponsor nep[asoDbs and warrants that as of the date of this Agreement, the
Sponsor is a duly VqJ@n>znd and validly existing entity under California law and the
person signing this Agreement on behalf of Sponsor has the authority to act on
behalf of and bind the Sponsor in accordance with the terms of this Agreement.
B. Sponsor represents and warrants that aomfthe date Of the Program Loan closing,
the Sponsor is a duly organized and validly existing limited partnership Linder
California law and that such limited partnership will have the authority to enter into
the Program Loan and related loan documents,
C� Sponsor further represents and warrants that as of the date of the Program Loan
closing, the perSOD/S\ executing the Program Loan UVcVrnenbS will have full
authority to act on behalf nf and bind the Sponsor in accordance with the terms of
those documents,
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOF8 Date: 88/2772O19
Approved Date: O8/12/2O2O
Prop. Data: 09/U1/2O2O
Exhibit
Page 32m4u
(
/
^
UPH Butterfly Gardens, LP
UP Holdings California, LLC
County 0fFresno �
20-NPLH-14801
|
Page 21of23 /
EXHIBIT D
|
62. Survival of Obligations
The obligations of the Sponsor as set forth in this Agreement shall survive the Program
Loan permanent nkmhnR, and the Sponsor shall continue to cooperate with the
Department and perform acts and provide documents aa provided herein.
63. Litigation
If any provision of this Agreement, or an underlying obligation, is held invalid by a court
of competent 'uhadiciion, such invaUdiiy, at the acde discretion of the Department, shall
not affect any other provisions of this Agreement and the remainder ofthis 4om9erDent
shall remain in full force and effect. Therefore, the provisions of this Agreement are, and
shall be,deemed severable. The Sponsor shall notify the Department immediately of any
claim or action undertaken by or against it which affects or may affect this Agreement or
the Department and shall take such action with respect to the claim Dr action aa is
consistent with the terms of this Agreement and the interests of the Department.
64. Obligations of Sponsor with Respect to Certain Third-Party Relationships
The Sponsor shall remain fully obligated under the provisions of this Agreement
notwithstanding its designation of any third party or parties for the undertaking of all or
any part of the Development with respect to which assistance is being provided under
this Agreement. The Sponsor shall comply with all lawful requirements of the Department
necessary to ensure the completion, occupancy and use of the Development in
accordance with this Agreement.
65' Waivers
No waiver ofany breach of this Agreement shall be held to be a waiver ofany prior or
subsequent breach. The failure of the Department to enforce at any time the provisions
of this Agreement or to require at any time performance by the Sponsor of these
provisions shall in no way be construed to be a waiver of such provisions nor to affect the
validity of this Agreement o[the right of the Department bo enforce these provisions,
No Place Like Home /NPLH\— Round 2 Competitive Allocation
M[)FA Date: O9/27/2O1Q
Approved Date: OU/12/3O2O
Prep. Date: 09/01/2020
Exhibit E
Page 33 of 42
UPH Butter-fly Gardens, LID
UP Holdings California, LLC
County of Fresno
20-NPLH-14601
Page 22 of 23
EXHIBIT 0
66. Audit/Retention and Inspection
A. The Department, its representatives or employees, or its delegatee shall have the
right to review, obtain, and copy all records pertaining to performance of the
Agreement. Sponsor shall provide the Department or its delegatee with any
relevant information requested and shall permit the Department or its delegatee
access to its premises, upon reasonable notice, during normal business hours for
the purpose of interviewing employees and inspecting and copying such books,
records, accounts, and other material. Sponsor further agrees to maintain such
records for a minimum period of four years after final payment under the
Agreement, unless a longer period of records retention is stipulated,
B. At any time during the term of this Agreement, the Department may perform or
cause to be performed a financial audit of any and all phases of the Development.
At the Department's request, the Sponsor shall provide, at its own expense, a
financial audit prepared by a certified public accountant.
C. The audit shall be performed by a qualified State, Department, local or
independent auditor, The Agreement for audit shall include a clause which permits
access by the Department to the independent auditor's working papers.
D. If there are audit findings, the Sponsor shall submit a detailed response to the
Department for each audit finding. The Department will review the response and,
if it agrees with the response, the audit process ends, and the Department will
notify the Sponsor in writing. If the Department is not in agreement, the Sponsor
will be contacted in writing and will be informed as to the corrective actions required
to cure any audit deficiencies. This action could include the repayment of
disallowed costs or other remediation.
E. If so, directed by the Department upon termination of this Agreement, the Sponsor
shall cause all records, accounts, documentation and all other materials relevant
to this Agreement to be delivered to the Department as depository,
67. Reporting Requirements
The County must satisfy the reporting requirements of Section 214 of the Program
Guidelines In addition, upon the Department's request, the Sponsor shall provide to the
Department any and all necessary data that it is legally and factually able to provide that
is required to be reported pursuant to the most recently adopted Program Guidelines,
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date, 09/27/2019
Approved Date: 08/12/2020
Prep. Date: 09/0112020
Exhibit E
Page 34m4u
UPH Butterfly Gardens, LP
UP Holdings California, LLC }
County ofFresno
20-NPLH'14601
Page 23of23
EXHIBIT Q
68. Governing Law
This Agreement shall be construed with and be governed by the laws of the GbyUa of
California. All [efope0nea to nodes refer to the California Codes.
No Place Like Home (NPLH)— Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: O8/12/ZO20
Prep. Date: 09/01/2020
Exhibit E
Page 35m4u
UPH Butterfly Gardens, [P
UP Holdings California, LLC
County ofFresno
20-NPLH-14601
Page 1of1
EXHIBIT E
SPECIAL CONDITIONS
The following Special Conditions are applicable to this Standard Agreement:
1. The Sponsor who garnered the experience points at the application stage must bothe
Sponsor who controls the borrowing entity at construction, through permanent close of
escrow, and into management and operation mf the project. {]rganizatiUna| doournenta
demonstrating that the experienced Sponsor has the authority to exercise control of the
borrowing entity in compliance with Section 8301(o)ofthe Uniform K4u|hhanli|y
Regulations (UMR) must be submitted to the Department for review and approved by
the Department prior to execution of the Standard Agreement.
2. All proposed changes to the project, inc!udingbuiD0t limited Vm project finaDning' rents
and unit mix, scope of work hube performed or Borrower's organizational structure must
be submitted k)and approved by the Department iUwriting,
3. The Project has not fully satisfied all the NPLH Supportive Housing Project
requirements specified in the NOFA and application. Prior to occupancy, the Sponsor
shall submit for Department approval documentation, including, but not limited to, tenant
nw|ecdionprocadunead9nnonstr81ingcom0pUanoevVithUK8RGS3O5andHmuainQFirat
requirements as set forth in Welfare and Institutions Code § 8255(b)and documentation
supporting a supportive services plan sufficient to meet the needs of the target
population.
4. Capacity to Contract. Contractor has the capacity and authority to fulfill the obligations
required of it hereunder and nothing prohibits or restricts the right or ability of Contractor
&o carry out the terms hereof.
5. Authority b> Execute. Each Party executing this Agreement represents that it|n
authorized to execute this Agreement. Each person executing this Agreement on behalf
of an entity, other than an individual executing this Agreement on his or her own behalf,
represents that he or she is authorized to execute this Agreement on behalf of said
entity,
O. Final Executed Limited Partnership Agreement. The final executed limited partnership
agreement shall ensure compliance with all Program statutes, rwgu|abnno, and
guidelines including appropriate tor[DS establishing sponsor control.
Mu Place Like Home (NPLH)--- Round 2 Competitive Allocation
NOFA Date: 09/27/2019
Approved Date: 0M/12Y2020
Prep. Date: 09/01/2020
Exhibit E
Page 36 of 42
Contract / Grant Agreement Route Slip
Original submitted by: Jose Flores Date: 04/13/2021
Fite folder/labet information
Agreement Program(s):
with: NH-MFH-CD-Pt.r Prog-Land-Other
—' * CA Department of Housing and Community Development El 121 171 0
Funding Agency:
HCD - NPLH
Contract Start Date:When executed End Date:April 30th,2051 Contract No.: 20-NPLH-14601
Fund Name: Butterfly Gardens (MFCLOBUT)Budget: $9,000,000
Contract Purpose: For development of Butterfly Gardens in Clovis. Funds to be held by
UPH Butterfly Gardens L.P.
Is this an amendment? YesEl Notes Is this a standard SHE Contract Form? Yes[]Non,r
Is this a Tulare County contract? YesF]NoZ
If so, mark signature page for two signatures.
Initial: Date:
BMG 04/13/21 Dept. Director Approved for signature YR]NE)Note:
50ec;<fylocatlion dW400 far sip�' todoc._
Andrea Sherrill Review -Approved for signature \Y2]NFJ Note:
/A f4�4
13 Insurance O'lovenants OReporting Requirements
Kathy Review - Approved for signature YE]ND Note:
Tom - Reviewed and Signed
)aicreate PDF
Sarai/ mait/FedEx/e-mail/Agency witt pickup/fax/
hand deliver signed contract to Agency
Sarai: send copy of Contract and route slip to Program:_ Attn:
Sarai: date to follow-up on agency signature (2 weeks after mailing)
Additional Directions/Comments:
Please route so as soon as possible as to provide to Fresno County Board for final sign off.
Tom to sign for Kathy as she is out of office.
I 1: Y IF ikfia'dal (nntract f)'-0 1 P,
Exhibit E
Page 37 of 42
--GAVIN NEWSOM—Governar
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
ADMINISTRATION AND MANAGEMENT DIVISION
Business&Contract Services Branch
2020 W.El Camino Avenue,Suite 130,96833
P.O.Box 952054
Sacramento,CA 94252-2054
(916)263-6872
wvvw.hcd.ca.goy APR 08 2021
Cullen J. Davis
UPH Butterfly Gardens, LP
6083 N. Figarden Drive#656
Fresno, California 93722
Cullen J. Davis, Manager
UP Holdings California, LLC
7370 N Lincoln Ave Suite A
Lincolnwood, IL 60712
The Honorable Steve Brandau, Chairman, Board of Supervisors
County of Fresno
2281 Tulare Street, Room 300
Fresno, CA 93721
Dear Cullen J. Davis and Steve Brandau:
RE: UPH Butterfly Gardens, LP, UP Holdings California, LLC, and County of Fresno
—Butterfly Gardens
Contract No. 20-NPLH-14601
Congratulations on your No Place Like Home (NPLH) Competitive Allocation award.
Attached is an electronic copy of the Standard Agreement with Exhibits A through E:
A. Standard Agreement(STD 213 and Exhibits A through E)
STD 213— Cover page
Exhibit A—Authority, Purpose and Scope of Work
Exhibit B —Budget Detail and Payment Provisions
Exhibit C— State of California General Terms and Conditions— GTC - 04/2017
Exhibit C is now incorporated by reference;please see the STD 213 for additional
information.
Exhibit D— NPLH Program Terms and Conditions
Exhibit E—Special Conditions
Exhibit E
Page 38m4u
!
UPH Butterfly Gardens, LP, UP Holdings California, LLC, and County of Fresno
20-NpLH-14001
Page
E. For expeditious handling qfthe contract, the Department offers two options
for returning signed STD 213; please review and complete one of the
following options:
1. Review the entire Agreement thoroughly and, if necessary, discuss the
requirements with your legal and financial advisors.
2. The person nr persons authorized by the ReBn|utioD/a\, must provide on
original signature, printed name, title and datm, using blue ink, nn the
lower left-hand section entitled "Coninacho/' on the STD 213 and/or oD
page 2ofthe STD 213. ifapplicable.
3. Option One: For electronic signature processing, reply to this Standard
Agreement email notification with the attached, fully signed STD 213
paQe(o). All G|gDa[ur*a must beoriginal and in blue ink' All signers must be
included in the reply email and confirm acceptance ofe-a' ning the
Agreement.
4. Option Two: Print five copies of the Standard Agreement, STD 213. Donot
send photocopies of the signed STD 213poge/s\. All five copies must bean
original, wet signature and in blue ink; dV not return the Exhibits toH<}D.
5 Note: |f the resolution did not authorize a designated official tu sign the
STD 213 and amendments thereto, your governing body must adopt o
resolution authorizing a designated oKioia|/a\to sign the STD 213 and any
subsequent amendments. |f the authorized designee us reflected inthe
resolution, the awarded NOFAamount oF your entity status has changed,
you are required to provide, to the Department, a new resolution consistent
with the terms Uf the NOFA award and adopted by your Board.
8. Return the e'si8nnd copy or the five signed copies 0f the STD 213; and, |f
applicable, the certified resolution within 30 days from the date of this letter
to the h)Uovvng address:
Department mf Housing and Community Development
Business &Contract Services Branch
Attention:Contracts Office, Kelvin Singh
2020 W. El Camino Avenue, Suite 130
Sacramento, CA 85833
7. Maintain a complete electronic version of the STD 213 and Exhibits/\
through E for your pending file. Note: The Standard Agreement contract
is not effective until itissigned by the Awamdwe`s designated official
and the Department.
Exhibit E
Page 39m4u
|
|
UPH Butterfly Gardens, LP, UP Holdings California, LLC, and County of Fresno �
20-NPLH-14601 '
Page |
The Departmentreserves the right to cancel any pending Standard Agreement in
its entirety if not returned within the required 30~dmyperimd'
Please contact Aaron New, NPLH Program Manager, Program Design and
Implementation Branch, at(816)203'2742ur ' if you have any
questions regarding the Standard Agreement or the provisions therein.
Binoena|y.
Kelvin Singh
Contract Analyst
co: Aaron New, NPLH Program Manager, Program Design and Implementation Branch
Exhibit E
Page 40 of 42
c® A
FIg�S
DATE: March 23, 2021
TO: Board of Supervisors
SUBMITTED BY: Dawan Utecht, Director, Department of Behavioral Health
SUBJECT: Agreement for No Place Like Home Program Participation
RECOMMENDED ACTION(S):
Authorize the Chairman to execute, upon review and approval by County Counsel as to legal form
and the Auditor-Controller/Treasurer-Tax Collector as to accounting form,the Standard Agreement
20-NPLH-14601,in substantially the same form as the draft included as Attachment A,with the
California Department of Housing and Community Development for construction of Butterfly
Gardens,a supportive housing project funded in Round Two of the No Place Like Home
Competitive Allocation Program,effective upon execution by the Chairman, UPHoldings, LLC,and
the State of California Department of Housing and Community Development for a 30-year term
($9,000,000)
Approval of the recommended action will authorize the Chairman to execute an agreement with the
California Department of Housing and Community Development(HCD)for the Butterfly Gardens, partially
funded through Round Two of the No Place Like Home Program(NPLH). Attachment A is substantially the
same as the final agreement for the development and is currently being finalized by HCD. The agreement
must be executed within 30 days of issuance from HCD. This item is countywide.
ALTERNATIVE ACTION(S):
Non-approval of the recommended action would delay the development. Data collected during the annual
MHSA community planning process continually demonstrates increased housing capacity as a top priority in
the County.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions.
The recommended action will provide partial construction funding($9,000,000)for the development,through
Round Two of NPLH. Other permanent funding sources include:
• Department of Behavioral Health($3,500,000);
• Bank loan($2,750,000);
• Deferred Developer Fee($950,000);
• Clovis Impact Fee Reduction($300,000);
• Solar($79,200); and,
• Tax credits from the Low-Income Housing Tax Credit(LIHTC) program($12,966,586).
Total construction cost is$29,545,786. UPHoldings, LLC (UPHoldings), serving as one the County's
County of Fresno page 1 File Number.21-0192
Exhibit E
Page 41 of 42
File Number. 21-0192
development sponsor/co-applicant in Round Two, is authorized to access the$9,000,000 electronically from
HCD once construction is final and 90%of the units have been leased to qualified tenants.
UPHoldings will provide property management services and ownership responsibilities at the development.
The County is not a party to the ownership of the development, UPH Butterfly Gardens, LP assumes all
liability and responsibility for the Butterfly Gardens development.
DISCUSSION:
On July 1, 2016, Governor Brown signed legislation enacting the NPLH Program to dedicate$2 Billion in
bond proceeds to invest in the development of PSH for persons in need of mental health services and
experiencing Homelessness, Chronic Homelessness, or are At-Risk of Chronic Homelessness. The NPLH
legislation was authorized by the California Welfare and Institutions Code, sections 5849 and 5890. The
NPLH Program provides capital financing for acquisition,design, construction, rehabilitation, and capitalized
operating subsidies to allow California counties to increase capacity of PSH. HCD administers the NPLH
Program for California counties for construction of PSH.
On August 6, 2019,your Board approved Agreement No.A-19-374 with UPHoldings to serve as a
development sponsor/co-applicant with the County on supportive housing opportunities, including NPLH.
On December 10,2019, your Board approved Resolution No. 19-457 with HCD for County's participation in
NPLH-Round Two and approved the application submitted by UPHoldings for Butterfly Gardens, a 75-unit
supportive housing project to be located at 784 W. Holland, Clovis(major cross streets of Willow and Ashlan
Avenues), California. During May 2020, HCD awarded the application submitted by UPHoldings for the
supportive housing development for adults.
On December 15,2020, your Board approved Agreement No.A-20-494 with UPHoldings to execute a
Promissory Note to provide capital funds for the construction of Butterfly Gardens ($3,500,000).
Approval of the recommended action will authorize the Chairman to execute the agreement, upon review by
County Counsel as to legal form and the Auditor-Controller/Treasurer Tax Collector as to accounting form,
for NPLH Round Two award with the Butterfly Gardens development located at 784 West Holland Avenue in
Clovis. Attachment A provides your Board with a draft agreement that is substantially the same as the final
Standard Agreement for Butterfly Gardens. Approval of the recommended action ensures compliance with
HCD/NPLH guidelines,which requires the Standard Agreement be returned to HCD within 30 days of
issuance from HCD. Butterfly Gardens was researched and mutually agreed upon by the Department and
UPHoldings as an acceptable location for PSH which includes the availability of on-site supportive services
for tenants. Butterfly Gardens includes amenities to meet tenant's needs such as proximity to grocery, post
office, bus line, etc. Butterfly Gardens consists of 75 total units that integrate 36 NPLH qualified tenants at
15%Area Median Income(AM[)and referred through the Coordinated Entry System (CES), 37 tenants
referred by the Department at 30%AMI and defined as special needs: persons with physical, mental,
developmental disabilities, and two units for community builders/staff. Construction is scheduled to
commence in April 2021 and is scheduled to be fully leased by October 2022.The 30-year agreement term
is required by HCD to comply with NPLH Guidelines.
OTHER REVIEWING AGENCIES:
UPHoldings will approve the agreements after execution by the Chairman at which time the agreements will
be forwarded to HCD for full execution. The Department has informed the County Behavioral Health Board
of the HCD NPLH Round Two awards for the development of PSH.
County of Fresno Page 2 Fite Number.21-0192
Exhibit E
Page 42m4u
File Number 2/-0/V2
REFERENCE MATERIAL:
BA|#5D.1. December 15. 2O2U
BA|#3O. October S. 2O2O
BA!#34. December 1O. 2O1Q
8A|#2Q.August H. 2Oi8
BA{#3Q. July 8. 2D1S
BA|#S.January 2Q. 2U1Q
ATTACHMENTS INCLUDED AND/OR ON FILE:
Attachment
CAO ANALYST:
Sonia K8. OeLaRosa