HomeMy WebLinkAboutAgreement A-23-094 HOME Agreement with Guardian Village LP.pdf 23-0038 Agreement No. 23-094
1 HOME AGREEMENT
2
3 THIS HOME AGREEMENT ("Agreement") is made this 28th day of February 2023, by
4 and between the COUNTY OF FRESNO, a political subdivision of the State of California ("County")
5 whose address is 2220 Tulare Street, 6t" Floor, Fresno CA 93721 and Guardian Village, L.P., a California
6 limited partnership consisting of Guardian Village LLC, a California limited liability company as the
7 General Partner and Self-Help Enterprises, Inc., a California non-profit public benefit corporation as the
8 Managing General Partner ("Borrower" or "Partnership"), whose address is P.O. Box 6520, Visalia, CA
9 93290.
10 WITNESSETH
11 WHEREAS, the County has been designated as a participating jurisdiction to administer and
12 implement the Federal HOME Investment Partnerships ("HOME") Program activities of the County, in
13 accordance with the Federal HOME regulations, and the laws of the State of California;
14 WHEREAS, Federal HOME regulations require the County set aside a minimum of fifteen percent
15 (15%)of the County's annual HOME allocation for eligible housing activities that will be owned, developed
16 or sponsored by a qualified Community Housing Development Organization (CHDO);
17 WHEREAS, the County has determined that Borrower has met the requirements for designation
18 as a County-certified CHDO;
19 WHEREAS, the general purpose of the HOME Program is to strengthen public-private
20 partnerships, and to expand the supply of decent, safe, sanitary, and affordable housing, with primary
21 attention to rental housing, for very-low income and low-income households;
22 WHEREAS, the Borrower a County-certified CHDO, has applied to the County for HOME funds
23 to assist with the development of eleven (11) units, Guardian Village ("Project"), which will be affordable
24 to very-low and low-income households;
25 WHEREAS, the Borrower has applied to the County for HOME funds to assist with the
26 development of an affordable multi-family apartment complex, Guardian Village ("Project"), which will be
27 affordable to very-low to low-income households;
28 WHEREAS, the Borrower requested a loan of Four Hundred Seventy-Five Thousand Dollars
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1 ($475,000) from the County of Fresno HOME Program to assist with the construction of the Project, a
2 forty-eight unit (48) rental housing development, of which forty-seven (47) units will be restricted, and
3 affordable to very low and low-income persons, with eleven (11) units of the forty-seven (47) affordable
4 units funded by, and subject to, the County's Federal HOME funds ("HOME-assisted");
5 WHEREAS, the County has Four Hundred Seventy-Five Thousand Dollars ($475,000) available
6 from its Federal HOME grant funds to loan to the Borrower for the Project;
7 WHEREAS, the County has determined the Borrower has the capacity to develop the Project,
8 and the Project has been determined to meet HOME requirements for funding;
9 WHEREAS, the Project will increase the supply of affordable rental housing units in Fresno
10 County for households earning no more than sixty percent (60%) of the Area Median Income (AMI), as
11 reported annually by the U.S. Department of Housing and Urban Development (HUD);
12 WHEREAS, the total estimated Project cost is Twenty-Four Million, Eight Hundred Sixty
13 Thousand, Eight Hundred Sixty-Two Dollars ($24,860,862), and the Borrower has obtained, or will obtain,
14 other funding commitments apart from the County HOME loan to complete the financing for the Project;
15 and
16 WHEREAS, the Project is consistent with the County's Consolidated Plan and the City of Reedley
17 General Plan.
18 NOW, THEREFORE, in consideration of their promises as hereinafter set forth, the Borrower and
19 the County agree as follows:
20 I. PROJECT DESCRIPTION, LOCATION, SECURITY, BUILDING REQUIREMENTS AND
21 BUDGET
22 A. DESCRIPTION
23 1. The Project consists of the acquisition and construction of forty-eight (48)
24 new multi-family rental housing units, of which forty-seven (47) units will be restricted, and affordable to
25 very low and low-income households. The Project will result in the construction of a total of forty-seven
26 (47) new affordable multi-family rental housing units, of which eleven (11) units shall be HOME-assisted,
27 and shall satisfy HOME occupancy requirements for no less than the required HOME Period of
28 Affordability ("Period of Affordability"). The Period of Affordability will be twenty (20) years, beginning on
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1 the date the Project is completed and closed in HUD's Integrated Disbursement & Information System
2 (IDIS). The Project's HOME-assisted units include a mix of three (3) 1-bedroom units, four(4) 2-bedroom
3 units, and four (4) 3-bedroom units.
4 2. The Project will provide new rental housing units that will be affordable to
5 households earning no more than sixty percent (60%) of AMI for Fresno County, except one (1)
6 manager's unit that will be unrestricted, as reported annually by HUD. The eleven (11) HOME-assisted
7 units will have rents, including any tenant-paid utilities, at or below the HOME rent limits for the duration
8 of the Period of Affordability("HOME Rent"). The Project shall meet the requirements of 24 CFR§ 92.252,
9 relating to rent limitations.
10 3. Attachment A to this Agreement, which is incorporated by this reference,
11 provides a detailed breakdown of the Project unit mix for the forty-seven (47) units; this includes the
12 eleven (11) HOME-assisted units, composed of three (3) 1-bedroom units, four (4) 2-bedroom units, and
13 four (4) 3-bedroom units. Affordability for the eleven (11) HOME-assisted units must follow the AMI and
14 the Rents for Fresno County, as reported annually by HUD, and as described in Attachment A. All eleven
15 (11) units shall float within the Project as necessary to ensure compliance with the HOME Rent and
16 occupancy requirements. The eleven (11) HOME-assisted units must at a minimum be the approximate
17 square footage designated, or larger.
18 B. LOCATION
19 The Project site currently consists of a 1.92 acre parcel located at 601 11 t" Street
20 in Reedley, CA (the "Property") and will consist of four (4) 3-story residential structures, one (1) 2-story
21 residential structure, and one (1) 1-story community center.
22 C. SECURITY
23 The County shall record the HOME Regulatory Agreement and Declaration of
24 Restrictive Covenants ("Regulatory Agreement"), which will include deed restrictions against the Property
25 that detail the HOME Rent limits and the tenant income limits for the HOME-assisted units, as determined
26 by HUD annually, for the specified Period of Affordability (see Section I, Paragraph A-1). The County or
27 applicable title company will provide a copy of the recorded Regulatory Agreement to the Borrower.
28
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1 D. BUILDING REQUIREMENTS
2 1. All aspects of the building construction will meet or exceed the County's
3 Affordable Housing Programs Construction/Rehabilitation Standards and the International Energy
4 Conservation Code, and must comply with all applicable local building codes.
5 2. Rental Property Standards: The Project shall meet the requirements of 24
6 CFR § 92.251 relating to property standards, and all applicable local housing code requirements for the
7 duration of this Agreement, and any modifications or amendments or successor agreements thereto.
8 3. Accessibility Standards:The Project shall meet the requirements of 24 CFR
9 § 8.22 relating to handicap accessibility. A minimum of three (3) of the units will be accessible to those
10 with mobility impairments; one (1) additional unit will be accessible to those with sensory impairments.
11 E. BUDGET
12 1. This Agreement does not provide the Borrower any legal claim to any
13 amount of HOME loan funds to be used for the specific project or site unless, and until, the Project site
14 has received environmental clearance, received authorization from HUD to use grant funds, and has met
15 the other terms of this Agreement.
16 2. The total preliminary Project budget estimate is $24,860,862. The
17 proposed work to be funded with County HOME loan funds for the development of the eleven (11) multi-
18 family rental housing units in the Project is as follows:
19 Expenses to be paid with HOME loan funds:
20 Construction Costs $475,000
21 TOTAL HOME loan funds $475,000
22 Notwithstanding the estimates described in the above preliminary Project budget, disbursements for the
23 eleven (11) HOME-assisted units in the Project from HOME loan funds will be based on the actual costs,
24 and shall not exceed the total amount of Four Hundred Seventy-Five Thousand Dollars ($475,000).
25 Disbursement of HOME funds is subject to approval and execution of loan, security, and related
26 documents acceptable to the County, in its sole discretion.
27
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1 F. FUNDING
2 1. Notwithstanding any other provision of the Agreement, the parties hereto
3 agree and acknowledge that this Agreement does not constitute a commitment of loan funds or site
4 approval, and that such "commitment of loan funds" or approval may occur only upon satisfactory
5 completion of the environmental review of the Project, and receipt by the County of a Release of Funds
6 from HUD under 24 CFR§58. In addition, no commitment of loan funds will be made until all requirements
7 contained in this Agreement or any other loan, security, or other related documents are met by the
8 Borrower, as determined by the County. The parties further agree that the loan of any funds to the Project
9 is conditioned upon the County's determination to proceed with, modify, or cancel the Project based on
10 the results of the Project's environmental review, as specified in Section III of this Agreement. The County
11 will give written notification to the Borrower when these requirements have been met.
12 2. Attachment B to this Agreement, which is incorporated by this reference,
13 lists the potential sources and proposed funding amounts for the Project. With the exception of County
14 HOME funds, these sources and/or the amounts are subject to change. Notwithstanding the funding
15 sources and amounts identified in Attachment B, disbursements for the Project from HOME loan funds
16 will be contingent upon reliable evidence acceptable to the County, in its sole discretion, that the Borrower
17 has obtained all funding necessary to meet the total Project cost. In addition, the Borrower may not award
18 the Project until the County has received authorization from HUD to use the grant funds, as described in
19 subsection F(1) of this Section I.
20 G. CHANGES TO PROJECT
21 The Borrower will give written notification to the County Department of Public
22 Works and Planning, Community Development Division, of any event that changes the scope of the
23 Project and/or the funding sources. The Director of the Department of Public Works and Planning, or his
24 designee, at his discretion, is authorized to permit minor changes to the scope of the Project and/or the
25 funding sources, provided the Director or his designee determines that such changes do not substantively
26 alter the scope of the Project, the maximum amount of HOME loan funds allocated to the Project, or the
27 Project's eligibility under the Federal HOME regulations, as more fully set forth in Section IX, subsection
28 K of this Agreement.
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1 II. OBLIGATIONS OF THE COUNTY
2 A. FUNDING
3 The County shall reserve up to, but not more than, Four Hundred Seventy-Five
4 Thousand Dollars ($475,000) from the County's allocation of Federal HOME Program funds for the
5 Project.All funds will be paid to the Borrower in accordance with Section IX, (A)of this Agreement, subject
6 to the requirements of all applicable Federal and State statutory and regulatory requirements.
7 Notwithstanding changes in the funding sources and amounts identified in Attachment B, disbursements
8 for the Project from HOME Program funds will be contingent upon the County's receipt, review, and
9 approval of highly reliable evidence acceptable to the County, in its sole discretion, showing that the
10 Borrower has obtained, or will obtain, all funding to meet the Project development costs. Evidence may
11 include, but shall not be limited to, funding commitments and/or loan documentation from other lenders,
12 and/or documents regarding tax credit allocation commitments.
13 B. LOAN DOCUMENTS
14 1. Promissory Note: The County will prepare a Promissory Note for execution
15 by the Borrower in a form and content acceptable to the County, in the County's sole discretion. Said
16 Promissory Note ("Note") will set forth the terms and conditions and plan for repayment of the Four
17 Hundred Seventy-Five Thousand Dollars ($475,000) HOME loan and other fees or charges, including
18 but not limited to liquidated damages, if applicable. HOME loan funds shall be utilized to assist with the
19 construction of eleven (11) units in the forty-eight(48) unit affordable multi-family rental housing complex,
20 of which one (1) unit will be unrestricted. In addition to the Note, HOME loan funds shall be secured with
21 a Deed of Trust recorded against the Property, and other required security instruments, as described
22 more fully below.
23 2. Deed of Trust: County shall record against the Property a Deed of Trust
24 for the County HOME loan in a form and content acceptable to the County. Said Deed of Trust will be
25 recorded for the purpose of securing repayment of the Four Hundred Seventy-Five Thousand Dollars
26 ($475,000) loan, and will name the County of Fresno, a political subdivision of the State of California, as
27 beneficiary. Said Deed of Trust will be in third lien position during construction and after construction
28 (unless the County provides written approval for a lesser lien position), until the Note described in this
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1 Section II is fully repaid.
2 3. HOME Regulatory Agreement and Declaration of Restrictive Covenants:
3 The County will record a HOME Regulatory Agreement and Declaration of Restrictive Covenants
4 ("Regulatory Agreement") signed by the Borrower in a form and content acceptable to the County. Said
5 Regulatory Agreement will impose the requirements of the HOME Investment Partnerships Program, as
6 set forth in the Code of Federal Regulations (24 CFR Parts 91 and 92)for the eleven (11) HOME-assisted
7 units.
8 C. LABOR COMPLIANCE
9 The County shall verify with the Labor Relations Division of HUD that the Project
10 general contractor has not been debarred or suspended from participating in Federal projects, in
11 accordance with Section IV, subsection (B-5) of the Agreement. The County will provide Borrower with
12 written notification that this requirement has been met.
13 The County shall be provided at least ten (10) days' notice of, and shall attend, the
14 pre-construction meeting between the Borrower and any project or construction management company
15 contracting with the Borrower (whether those construction contractors are contracting directly with the
16 Borrower or indirectly through the Borrower's project or construction management company) to discuss
17 labor compliance requirements for the Project. The County may monitor Project records and conduct field
18 reviews to ensure that labor compliance and other conditions of this Agreement have been met.
19 D. RENT REQUIREMENTS AND AFFORDABILITY
20 1. The County will provide to the Borrower records of the HUD-determined
21 HOME Rents, the authorized utility allowances by unit size, and the household income limits, adjusted
22 for family size, for the initial year of Project operations, and annually thereafter for the Period of
23 Affordability (as specified in Section I, subsection A(1)).
24 2. The County shall annually review information provided by the Borrower for
25 the eleven (11) HOME-assisted units, and shall periodically conduct on-site inspections to ensure
26 compliance with the affordability requirements of 24 CFR § 92.252 and § 92.504(d), the tenant and
27 participant protection requirements of 24 CFR§92.253, and compliance with the terms of this Agreement,
28 including but not limited to, tenants' income, rents, property standards, and other HOME rental
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1 requirements during the Project's Period of Affordability. The County shall provide the Borrower with the
2 approved method for determining income-eligibility. The County requires HUD's Part 5 definition of
3 annual income, as defined in 24 CFR § 5.609, to be used to determine initial eligibility, which shall be
4 used on an annual basis to recertify tenant incomes during the Period of Affordability. Source
5 documentation is required for recertification every year of the Period of Affordability. The County will
6 maintain a record of inspections in its Project file, and will provide copies to Borrower upon request.
7 III. PROJECT SUBJECT TO ENVIRONMENTAL CLEARANCE and RELEASE OF FUNDS
8 In accordance with Federal HOME regulations, the Borrower may not incur costs to be
9 paid with County HOME loan funds for this Project until the County notifies the Borrower that it has
10 received the Authorization to Use Grant Funds notice (i.e., release of funds) from HUD. The County shall
11 specify in a letter to the Borrower that such notice has been received.
12 Any costs incurred prior to the County's written notification to Borrower that grant funds
13 may be released shall not be reimbursed from the County HOME loan funds, and may jeopardize use of
14 County HOME funds for the Project.
15 IV. OBLIGATIONS OF THE BORROWER
16 A. FUNDING
17 1. The Borrower hereby certifies the authenticity and accuracy of the
18 information provided to the County with regards to the fiscal soundness of the Borrower, and Borrower's
19 capacity to undertake the proposed Project. The Borrower further certifies that it has examined the Project
20 neighborhood market conditions, and determined there is adequate need for the Project.
21 2. The Borrower will provide any and all sums of money in excess of Four
22 Hundred Seventy-Five Thousand Dollars ($475,000) that may be necessary to complete the Project.
23 Prior to disbursement of County HOME loan funds, the Borrower shall secure or obtain firm commitments
24 from other funding sources for any and all sums of money in excess of Four Hundred Seventy-Five
25 Thousand Dollars ($475,000) that may be necessary to complete the Project. The Borrower will provide
26 evidence of such commitments of funds satisfactory to the County, as specified in Section I, subsection
27 F(2) herein. The failure to secure all sums of money in excess of Four Hundred Seventy-Five Thousand
28 Dollars ($475,000) that may be necessary to complete the Project shall be deemed a material breach of
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1 this Agreement, as discussed in Section IX, subsection E of this Agreement.
2 3. The Borrower shall require that all documents with other lenders to the
3 Project include a clause stating all Notice of Default statements be provided to the County, who shall
4 have thirty (30) days, or such longer applicable cure period as set forth in the promissory note, to cure
5 said default. During said cure period, the County shall forbear from taking any action to perfect its default
6 remedies.
7 4. The Borrower will provide matching funds of at least One Hundred Eighteen
8 Thousand, Seven Hundred Fifty Dollars($118,750)(i.e., twenty-five percent(25%)of the County's HOME
9 loan) to the Project from other non-Federal sources in accordance with 24 CFR § 92.220. The Borrower
10 shall obtain a letter from the County specifying that the conditions of this Section have been met.
11 B. DEVELOPMENT
12 1. The Borrower is prohibited from undertaking or committing any funds to
13 physical or choice-limiting actions, including property acquisition, demolition, movement, rehabilitation,
14 conversion, repair, or construction prior to the environmental clearance. A violation of this provision will
15 result in the denial of HOME loan funds under this Agreement.
16 2. Prior to the execution of loan documents, the Borrower will provide the
17 County with a copy of the appraisal establishing the fair market value of the land on which the Project is
18 to be built. Such appraisal shall be performed by a State certified real estate appraiser or other appraiser
19 acceptable to the County.
20 3. The Borrower shall develop and construct the Project as new construction
21 rental housing for households earning no more than sixty percent (60%) of the AMI for Fresno County,
22 as defined by HUD at time of initial occupancy. Additionally, in accordance with 24 CFR § 92.252, rental
23 projects with five (5) or more HOME-assisted rental units must provide a minimum of twenty percent
24 (20%) of the HOME-assisted units for occupancy by very low-income families earning no more than fifty
25 percent (50%) of AMI during the HOME loan term specified in the Note.
26 4. Prior to award of the construction contract, the Borrower will provide the
27 County an independent cost-estimate for the Project to determine cost-reasonableness, in order to obtain
28 from the County written approval of the contractor, the award, amount of the contract, and the final Project
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1 budget. Prior to the date the work is to begin, the Borrower will provide both the contractor and the County
2 with a copy of the Notice to Proceed.
3 5. Prior to award of contracts, the Borrower will furnish the name of the
4 general contractor to the County so that the County can verify with the HUD Labor Relations Division that
5 the general contractor has not been debarred or suspended from participating in the Federal projects.
6 6. To the extent contractors and/or subcontractors are utilized on this Project,
7 the Borrower will conduct outreach to minority-and women-owned business enterprises (MWBE), and
8 ensure that contractors/subcontractors are informed of the requirements of Section 3 of the Housing and
9 Urban Development Act of 1968 ("Section 3") applicable to the Project, and are licensed in accordance
10 with the regulations of the Contractors State License Board.
11 7. The Borrower will conduct a pre-construction meeting with the Contractor,
12 and will notify the County at least ten (10) working days prior to the meeting, so that a representative of
13 the County can be in attendance to discuss HOME labor compliance requirements and the applicable
14 Section 3 and MWBE policies for the Project. Attachment C to this Agreement, which is incorporated by
15 this reference, provides the required Section 3 compliance forms to be provided by the County to the
16 Borrower and the contractor to complete and return to the County.
17 8. Prior to the start of the construction, the Borrower will secure all permits
18 required by the City of Reedley. The Borrower will provide copies of all such permits to the County.
19 9. The Borrower shall require the contractor, and all subcontractors, to
20 submit labor compliance documentation, including Certified Payroll, in the manner specified by the
21 County's Labor Compliance Officer, including the use of electronic systems such as LCPtracker.
22 10. The Borrower shall comply with the mitigation measures and conditions
23 identified in Environmental Assessment No. 8273, which is incorporated herein by reference.
24 C. DISBURSEMENT
25 1. The Borrower may not request disbursement of loan funds under this
26 Agreement until all conditions stated under Section III, Section IV and Section VIII of this Agreement have
27 been satisfied. HOME loan funds will be distributed to the Borrower on a reimbursement basis for actual
28 eligible costs.
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1 2. In the event that the Project costs less than the current estimated total
2 Project cost of Twenty-Four Million, Eight Hundred Sixty Thousand, Eight Hundred Sixty-Two Dollars
3 ($24,860,862), the Borrower will notify the County of such savings. The County may then, at its sole
4 discretion, reduce the County's contribution in direct proportion to the percentage of savings.
5 D. LOAN DOCUMENTS
6 1. Prior to execution of the County's loan documents, the Borrower shall
7 submit to the County all loan term sheets, any and all other requested loan documents, and any
8 amendments thereto, including any required deed restrictions from other funding sources.
9 2. The Borrower will select and use a title company acceptable to the County
10 for title work.
11 3. The Borrower will record a Notice of Completion, and will provide the
12 County a copy of the Notice of Completion after recordation.
13 4. The Borrower will inform the County in writing of the names and addresses
14 of all co-owners, all limited partners, and all lenders of the Project. The Partnership will inform the County
15 in writing of any addition, change, removal, or replacement of any co-owner, any limited partner, or any
16 lender of the Project.
17 5. The Partnership shall not remove or replace the original Managing General
18 Partner, or any proposed partner approved by the County from the Partnership without the County's prior
19 written approval, which shall not be unreasonably withheld. Furthermore, in the event the Managing
20 General Partner withdraws from the Partnership, the Partnership will replace the Managing General
21 Partner with another Managing General Partner approved by the County, and the new Managing General
22 Partner must be a current member of the Partnership, unless otherwise agreed by County.
23 E. PAYMENT FOR MONITORING/ATTORNEY FEES
24 1. Annual HOME Monitoring Fee: The Partnership shall pay to the County an
25 annual fee to cover the County's actual costs of monitoring the Project during the Period of Affordability.
26 The Annual HOME Monitoring Fee shall be in an amount reflecting the County's actual costs of
27 monitoring, oversight, and physical inspection of the Project. The Partnership shall pay to the County
28 monitoring fees in an amount not to exceed $3,000 per annum, beginning on the date the Project receives
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1 certificates of occupancy, which may increase each year thereafter by up to three percent (3%). The
2 County will reassess the Monitoring Fee every three (3) years to determine if the fee covers County
3 Costs, and if the Monitoring Fee does not cover County Costs, County may request an adjustment to the
4 Monitoring Fee. Adjustments to the Monitoring Fee will only be made with the consent of the Partnership,
5 which shall not be unreasonably withheld.
6 2. Attorney Fees: The Partnership hereby agrees to reimburse and pay to
7 County, the County's actual costs incurred in having legal counsel review all loan documents, security
8 documents, and other documents related to the financing of the Project, up to a maximum of Ten
9 Thousand Dollars ($10,000).
10 F. COMPLIANCE
11 1. Prior to distribution of County HOME loan funds, the Borrower or its
12 property management firm will prepare and provide to the County its Affirmative Marketing Procedures
13 conforming to the requirements of 24 CFR § 92.351.
14 2. Prior to execution of County loan documents, the Borrower shall provide
15 evidence to the County of the Project's compliance with the applicable site and neighborhood standards
16 in 24 CFR § 92.202, and will meet these standards upon completion.
17 3. The Borrower will comply with the requirements of 24 CFR § 92.252 and
18 92.504(d), including, but not limited to, the requirements to annually permit on-site inspections and
19 provide the County with information on rents and occupancy of HOME-assisted units to demonstrate
20 compliance with the affordability requirements. The eleven (11) HOME-assisted units are designated
21 "floating HOME units" as defined in 24 CFR § 92.2520).
22 4. The Borrower will provide the County with copies of all leases to be
23 executed for the HOME-assisted units for County's review and approval. In the event that any of the basic
24 terms of such leases are changed during the Period of Affordability, the Borrower will re-submit such
25 lease(s) to the County for review and approval of the changes. The Borrower agrees to comply with the
26 requirements of 24 CFR § 92.253 regarding tenant leases, including giving tenants a minimum 30-day
27 notice of rent increases, and a minimum 30-day eviction notice.
28 5. The Borrower will not be required to lower rents below the HOME Rent
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1 limits in effect at the time of this Agreement for the eleven (11) HOME-assisted units, but must submit
2 requests for rent increases to the County and receive County's approval of same before implementing
3 higher rents. HUD's 2022 Rent Limits are listed in Attachment D to this Agreement, which is incorporated
4 by this reference. The Borrower agrees to conduct income determinations utilizing HUD's Part 5 definition
5 of annual income, to certify tenant income eligibility before renting units to tenant applicants, and to
6 recertify tenant household income annually.
7 6. The Borrower agrees to comply with the requirements of 24 CFR § 92.252,
8 will maintain the correct number of high and low HOME Rent units, and adjust rents accordingly for
9 tenants whose incomes rise above eighty percent (80%) of the AMI.
10 7. The Borrower will comply with all Federal regulations (including, but not
11 limited to: 24 CFR Parts 91, 92 and 135) governing the use of HOME funds with Low Income Housing
12 Tax Credits (LIHTC) and 24 CFR Parts 91 and 92, and specifically Sections 92.203 Income
13 Determinations, 92.205 Eligible Activities-General, 92.206 Eligible Project Costs, 92.207 Eligible
14 Administrative and Planning Costs, 92.214 Prohibited Activities and Fees, 92.216 Income Targeting:
15 Tenant-Based Rental Assistance and Rental Units, 92.250 Maximum Per-Unit Subsidy Amount,
16 Underwriting, and Subsidy Layering, 92.253 Tenant Protections and Selection, 92.255 Converting Rental
17 Units to HOME ownership Units for Existing Tenants, 92.350 Other Federal Requirements and
18 Nondiscrimination, 92.351 Affirmative Marketing; Minority Outreach Program, 92.353 Displacement,
19 Relocation, and Acquisition, 92.354 Labor, 92.356 Conflict of Interest, 92.503 Program Income,
20 Repayments, and Recaptured Funds, and 92.505 Applicability of Uniform Administrative Requirements.
21 Borrower shall comply with all prevailing wage requirements, as they may apply. Borrower shall provide
22 access to all original documents and provide copies, as requested by the County and HUD.
23 V. CONFORMANCE WITH APPLICABLE LAWS AND REGULATIONS
24 The Borrower, its consultants, contractors, and subcontractors will comply with all
25 applicable State and Federal laws and regulations governing projects that utilize Federal funds.
26 Whenever the Borrower uses the services of a contractor or property management
27 company, whether directly or indirectly, the Borrower shall require that the contractor or property
28 management company comply with all Federal, State and local laws, ordinances, regulations, this
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1 Agreement, and Fresno County Charter provisions applicable in the performance of their work.
2 Because the Borrower will borrow at least One Hundred Thousand Dollars ($100,000) for
3 the Project from the County's HOME Program under this Agreement, the Borrower will complete and
4 submit to the County a "Certification for Contracts, Grants, Loans and Cooperative Agreements" form
5 and a"LLL-Disclosure of Lobbying Activities"form. Likewise, before the Borrower awards a contract using
6 at least One Hundred Thousand Dollars ($100,000) of such HOME loan funds, the Borrower will require
7 the consultant and/or contractor and all their sub-consultants and/or subcontractors to complete and
8 submit the two (2)forms described herein to both the Borrower and the County.
9 VI. PERFORMANCE STANDARDS
10 The Borrower agrees to meet the following performance standards for this Project
11 throughout the Project's Period of Affordability:
12 A. The property will be adequately maintained to meet the required property
13 standards; and
14 B. Occupancy reports for rental housing projects must be received by the County on
15 an annual basis, or as requested.
16 VII. FINANCIAL RECORDS REQUIREMENTS
17 Within nine (9) months after the end of the County's Fiscal Year in which the Project is
18 completed, and for each subsequent Fiscal Year until the end of the loan term specified in the Note,
19 Borrower will provide County with audited Statement of Cash Flows, Distribution of Net Cash Flow,
20 Balance Sheet and Profit and Loss Statements prepared by an independent, certified public accountant.
21 These statements shall be prepared in accordance with Generally Accepted Accounting Principles
22 (GAAP).
23 VIII. INSURANCE
24 Without limiting the County's right to obtain indemnification from the Borrower or any third
25 parties, the Borrower, at its sole expense, will maintain in full force and effect the following insurance
26 policies throughout the term of this Agreement:
27 A. PROPERTY INSURANCE
28 A policy of Property Insurance to the extent of not less than one hundred percent
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1 (100%) of the actual full replacement cost (without depreciation) of all buildings and improvements
2 located on the Property, insuring against loss or damage by fire, extended coverage perils and such other
3 hazards, casualties or other contingencies (other than damage from earthquakes), as from time to time
4 may be reasonably required by the County of Fresno.
5 The Borrower will obtain endorsements to the Property Insurance naming the
6 County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured,
7 but only insofar as the operations under this Agreement are concerned. Such coverage for additional
8 insured will apply as primary insurance and any other insurance, or self-insurance, maintained by the
9 County, its officers, agents and employees shall be excess only and not contributing with insurance
10 provided under the Borrower's policies herein. This insurance shall not be cancelled or changed without
11 a minimum of thirty (30) days advance written notice given to the County.
12 B. COMMERCIAL GENERAL LIABILITY INSURANCE
13 Commercial General Liability Insurance with limits of not less than One Million
14 Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000) is
15 required. This policy will be issued on a per occurrence basis. The County may require specific coverage
16 including completed operations, product liability, contractual liability, Explosion-Collapse-Underground,
17 fire, extended coverage, legal liability or any other liability insurance deemed necessary because of the
18 nature of this Agreement.
19 The Borrower will obtain endorsements to the Commercial General Liability
20 Insurance, fire, and extended coverage, naming the County of Fresno, its officers, agents, and
21 employees, individually and collectively, as additional insured, but only insofar as the operations under
22 this Agreement are concerned. Such coverage for additional insured will apply as primary insurance and
23 any other insurance, or self-insurance, maintained by the County, its officers, agents and employees
24 shall be excess only and not contributing with insurance provided under the Borrower's policies herein.
25 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written
26 notice given to the County.
27 C. AUTOMOBILE LIABILITY INSURANCE
28 Comprehensive Automobile Liability Insurance with limits for bodily injury of not
15
1 less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five Hundred Thousand Dollars
2 ($500,000) per accident and for property damages of not less than Fifty Thousand Dollars ($50,000) or
3 such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000) is required.
4 Coverage should include owned and non-owned vehicles used in connection with this Agreement.
5 D. PROFESSIONAL LIABILITY INSURANCE
6 If the Borrower employs licensed professional staff (e.g., Ph.D., R.N., L.C.S.W.,
7 M.F.C.C., Engineer, Architect) in providing services, Professional Liability Insurance with limits of not less
8 than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000)annual aggregate
9 is required.
10 E. WORKER'S COMPENSATION INSURANCE
11 A policy of Worker's Compensation Insurance as may be required by the California
12 Labor Code.
13 Borrower hereby waives its right to recover from County, its officers, agents, and
14 employees any amounts paid by the policy of worker's compensation insurance required by this
15 Agreement. Borrower is solely responsible to obtain any endorsement to such policy that may be
16 necessary to accomplish such waiver of subrogation, but Borrower's waiver of subrogation under this
17 paragraph is effective whether or not Borrower obtains such an endorsement.
18 Within thirty(30) days of the date the Borrower signs this Agreement, the Borrower
19 will provide certificates of insurance and endorsement as stated above for all of the listed policies, as
20 required herein, to the County of Fresno, Community Development Division, Affordable Housing
21 Programs, 2220 Tulare Street, 6th Floor, Fresno, CA 93721, stating that such insurance coverages have
22 been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not
23 be responsible for any premiums on the policies; that for such worker's compensation insurance the
24 Borrower has waived its right to recover from the County, its officers, agents, and employees any amounts
25 paid under the insurance policy and that waiver does not invalidate the insurance policy; that such
26 Commercial General Liability Insurance names the County of Fresno, its officers, agents and employees,
27 individually and collectively, as additionally insured, but only insofar as the operations under this
28 Agreement are concerned; that such coverage for additional insured shall apply as primary insurance
16
1 and any other insurance, or self-insurance, maintained by the County, its officers, agents and employees,
2 shall be excess only and not contributing with insurance provided under the Borrower's policies herein;
3 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
4 written notice given to the County.
5 In the event the Borrower fails to keep in effect at all times insurance coverage as
6 herein provided, the County may, in addition to other remedies it may have, suspend or terminate this
7 Agreement upon the occurrence of such event.
8 All policies will be with admitted insurers licensed to do business in the State of
9 California. Insurance purchased will be purchased from companies possessing a current A.M. Best, Inc.
10 rating of A FSC VI or better.
11 F. BOND INSURANCE
12 Borrower acknowledges as a condition of receiving County HOME funds that the
13 Borrower shall obtain a performance bond and a labor and materials (payment) bond, in the amount of
14 one hundred percent (100%) of the construction contract sum, prior to the execution of all HOME loan
15 documents and related documents. These bonds shall comply with the requirements of California Civil
16 Code Section 3248 and acceptable to the County. The bonds shall be in recordable form, and shall name
17 such parties as indicated by Borrower as co-obligees or assignees. Borrower understands and
18 acknowledges that the aforementioned requirements for both bonds are a condition precedent to
19 Borrower's receipt of any County HOME funds and Borrower's failure to procure such bonds shall be
20 considered a material breach of this Agreement.
21 IX. GENERAL REQUIREMENTS AND POLICIES
22 A. LOAN DISBURSEMENT
23 1. Amount: The total amount of HOME funds available to be loaned for the
24 Project shall not exceed the total sum of Four Hundred Seventy-Five Thousand Dollars ($475,000).
25 2. Disbursement Requests
26 a. The Borrower will submit written requests to the County for loan
27 disbursements to pay actual costs incurred in the performance of this Agreement. Any such request for
28 disbursement from HOME loan funds will be accompanied by a written certification from the Borrower
17
1 that the request for disbursement is consistent with the amount of work that has been completed, and
2 that to the best of the Borrower's knowledge, the work is in accordance with this Agreement.
3 b. Requests for disbursement shall be accompanied by supporting
4 documentation acceptable to the County detailing the items comprising the total sought to be reimbursed,
5 such as invoices or vouchers for services or materials purchased, contractors' costs or other costs
6 chargeable to the Project. After appropriate review and progress inspection, the County shall make
7 disbursements to the Borrower from HOME loan funds provided in this Agreement for all verified eligible
8 costs specified herein. The Project's proposed disbursement schedule is provided in Attachment E to this
9 Agreement, which is incorporated herein by reference. A ten percent (10%) retention of the total Four
10 Hundred Seventy-Five Thousand Dollar ($475,000) loan amount will be held back from disbursement, to
11 be disbursed thirty-five(35)days after the Notice of Completion has been filed with the County Recorder's
12 Office. A copy of the Notice of Completion must accompany the request for disbursement of the retained
13 funds.
14 C. All requests for disbursement and supporting documentation shall
15 be sent to:
16 Department of Public Works and Planning
Community Development Division
17 Affordable Housing Programs
2220 Tulare Street, 6th Floor
18 Fresno, CA 93721
19 d. The County shall not be obligated to make any disbursement of
20 funds for the Project under this Agreement if the request for disbursement is submitted by the Borrower
21 more than sixty(60)days after the Notice of Completion has been filed with the County Recorder's Office.
22 The Director of the Department of Public Works and Planning, or his designee, prior to the deadline, may
23 grant an extension to the sixty (60) day period, if the Borrower can demonstrate just cause for the delay.
24 3. All requests for disbursements will be processed via Special Run check
25 processing or a wire transfer, as determined by the County and processed by the County's Auditor-
26 Controller/Treasurer-Tax Collector ("ACTTC").
27 4. Outside Agreements: The County will not be bound by any agreement
28 between the Borrower and any of its partners, agents, employees or subcontractors. The County will be
18
1 bound only by the terms of this Agreement. It is understood and agreed by the parties hereto that no
2 third-party beneficiary status or rights are created by or under this Agreement, and that no other person,
3 firm, corporation, or entity shall be deemed a third-party beneficiary of this Agreement.
4 5. The Borrower will establish accounting and bookkeeping procedures in
5 accordance with GAAP and standard bookkeeping practices, including, but not limited to, employee
6 timecards, payrolls and other records of all transactions to be paid with HOME loan funds in accordance
7 with the performance of this Agreement. All records and accounts will be available for inspection by the
8 County, the State of California, the Federal government, and if applicable, the Comptroller General of the
9 United States or any of their duly authorized representatives, at all reasonable times for a period of at
10 least five(5)years following the term of this Agreement, or the closure of all other related pending matters,
11 whichever is later. The borrower will certify accounts when required or requested by the County.
12 B. AUDITS
13 The Borrower is required to comply with the provisions of the Single Audit Act of
14 1984 (31 USC Sections 7501 et seq.), as amended. Whenever the Borrower receives HOME loan funds
15 from the County for a project, a copy of any audit performed by the Borrower in accordance with said Act
16 shall be forwarded to the Affordable Housing Programs within nine (9) months of the end of any fiscal
17 year in which loan funds were distributed, borrowed, and/or outstanding for the Project. Failure to perform
18 the requisite audit functions as required by this paragraph may result in the County performing any
19 necessary audit task or, at the County's option, contracting with a public accountant to perform the audit.
20 All audit costs related to the Borrower's failure to perform the requisite audit are the sole responsibility of
21 the Borrower, and such audit work costs incurred by the County shall be billed to the Borrower as
22 determined by the County's ACTTC. The Borrower agrees to take prompt and appropriate corrective
23 action on any instance of material non-compliance with applicable laws and regulations.
24 C. INDEMNIFICATION
25 The Borrower will indemnify, save, hold harmless, and at the County's request,
26 defend the County, its partners, officers, agents, and employees from and against any and all costs and
27 expenses (including attorney's fees and costs), damages, liabilities, claims and losses whatsoever
28 occurring or resulting to the County in connection with the performance, or failure to perform, by the
19
1 Borrower, its partners, officers, agents, employees, or any persons, firms, or corporations furnishing or
2 supplying work, services, materials, or supplies in connection with the performance of this Agreement,
3 and from any and all claims and losses occurring or resulting to any person, firm, or corporation who may
4 be injured or damaged, including damage, injury, or death arising out of or connected with the
5 performance, or failure to perform, of the Borrower, its partners, officers, agents or employees under this
6 Agreement.
7 The provisions of this Section IX(C) shall survive termination or expiration of this
8 Agreement.
9 D. TIME OF PERFORMANCE
10 1. The term of this Agreement will commence on the date upon which this
11 Agreement is executed by the County, and will expire when the Period of Affordability ends, twenty (20)
12 years after the date the Project is completed and closed in IDIS, or when the loan of Four Hundred
13 Seventy-Five Thousand Dollars ($475,000) and such other amounts, including but not limited to
14 liquidated damages, if applicable, as set forth in the Promissory Note, have been repaid, and the Deed
15 of Trust has been reconveyed, whichever is later.
16 2. The Project, as described in Section I, herein, will commence on the day
17 the Agreement is executed by the County, and construction shall be completed within eighteen (18)
18 months of the construction start date.
19 3. The following schedule shall apply to the Project:
20 a. Award of Tax Credit Allocation Committee (TCAC) funding:
21 September 2022
22 b. Provide all necessary documents to execute loan documents by:
23 February 2023
24 C. All other funding sources secured by: February 2023
25 d. Begin Construction: March 2023
26 e. Record Notice of Completion: August 2024
27 f. Project leased up: October 2024
28 4. The Borrower will give immediate written notification to the Director of the
20
1 County Department of Public Works and Planning, or his designee, of any events that occur, which may
2 affect the Project Schedule and completion date noted above, or any event that may have significant
3 impact upon the Project or affect the attainment of the Project's objectives. The Project's proposed
4 schedule is provided in Attachment F to this Agreement, which is incorporated by this reference. The
5 Director of the County Department of Public Works and Planning, or his designee, is authorized to adjust
6 the Project schedule if, in the Director's or his designee's judgment, the delays are beyond the control of
7 the parties involved.
8 E. BREACH OF AGREEMENT
9 In the event the Borrower fails to comply with any of the terms of this Agreement,
10 the County may, at its option, deem the Borrower's failure to be a material breach of this Agreement, and
11 utilize any of the remedies set forth, or that it deems appropriate. Should the County deem a breach of
12 this Agreement to be a material breach, the County will immediately be relieved of its obligations to make
13 further loan disbursements as provided herein. Termination of this Agreement due to breach will not, in
14 any way whatsoever, limit the rights of the County in seeking any other legal relief in a court of law or
15 equity, including the recovery of damages. In addition to the Agreement being terminated by the County
16 in accordance with a material breach of this Agreement by the Borrower, the County may also terminate
17 this Agreement for convenience.
18 F. TERMINATION
19 1. Non-Allocation of Funds: The terms of this Agreement, and the funds
20 provided thereunder, are contingent on the award and/or commitment of funds by HUD to the County,
21 and to the award and/or commitment of funds to the Project by the Sources of Funds identified in
22 Attachment B of this Agreement. Should HUD fail to award funds to County, or should the County
23 determine, in its sole discretion, that sufficient funds have not been allocated by the other sources of
24 funds to complete the development of the forty-eight (48) units comprising the Project, the County may
25 terminate this Agreement at any time without penalty by giving the Borrower thirty (30) days advance
26 written notice, and the Borrower shall promptly repay to the County any and all HOME loan funds
27 previously paid, pursuant to all applicable laws and regulations.
28 2. Termination For Convenience: This Agreement may also be terminated for
21
1 convenience by the County. In the event the County terminates this Agreement solely for convenience,
2 the Borrower promptly shall repay to the County any and all HOME loan funds, pursuant to all applicable
3 laws and regulations. However, in the event of termination, the County, at its sole discretion, may
4 negotiate with the Borrower alternate terms of repayment of HOME loan funds
5 3. For Cause: The County may elect to terminate this Agreement for cause,
6 as set forth in Paragraph E of this Section IX, herein.
7 G. VENUE; GOVERNING LAW
8 Venue for any action arising out of or relating to this Agreement shall only be in
9 Fresno County, California. The rights and obligations of the parties and all interpretation and performance
10 of this Agreement shall be governed in all respects by the laws of the State of California.
11 H. INDEPENDENT CONTRACTOR
12 In performance of the work, duties, and obligations assumed by the Borrower
13 under this Agreement, it is mutually understood and agreed that the Borrower, including any and all of
14 the partners, officers, agents and employees, will at all times be acting and performing as an independent
15 contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint
16 venture, partner, or associate of the County. Furthermore, the County shall have no right to control,
17 supervise or direct the manner or method by which the Borrower shall perform its work and function.
18 However, the County shall retain the right to administer this Agreement so as to verify that the Borrower
19 is performing its obligations in accordance with the terms and conditions thereof. The Borrower and the
20 County shall comply with all applicable provisions of law and the rules and regulations, if any, of
21 governmental authorities having jurisdiction over matters of the subject thereof.
22 Because of its status as an independent contractor, the Borrower shall have
23 absolutely no right to employment rights and benefits available to County employees. The Borrower shall
24 be solely liable and responsible for providing to, or on behalf of, its employees all legally required
25 employee benefits. In addition, the Borrower shall be solely responsible and save the County harmless
26 from all matters relating to payment of the Borrower's employees, including compliance with Social
27 Security withholding, and all other laws and regulations governing such matters. It is acknowledged that
28 during the term of this Agreement, the Borrower may be providing services to others unrelated to the
22
1 County or to this Agreement.
2 I. MODIFICATION
3 Any matters of this Agreement may be modified from time to time by the written
4 consent of all parties without, in any way, affecting the remainder.
5 J. NON-ASSIGNMENT
6 Neither party shall assign, transfer or sub-contract this Agreement nor their rights
7 or duties under this Agreement without the written consent of the other party. Any transfer or assignment
8 without the County's prior consent shall be voidable and, at the County's sole discretion, shall constitute
9 a material breach of this Agreement. No consent to any assignment shall constitute a further waiver of
10 the provisions of this Section IX(J).
11 K. AUTHORIZATION AND NOTICES
12 1. County Authority: The Director of the County's Department of Public Works
13 and Planning, or his duly authorized designee, at his discretion, is hereby authorized to enter into and
14 sign in the name of the County, all loan documents, security documents and other related documents,
15 and any amendments thereto, subject to the prior review and approval of County Counsel and the Auditor-
16 Controller/Treasurer-Tax Collector, as shall be necessary for the purpose of developing the Project as
17 described in Section I of this Agreement. Additionally, in the County's experience, changes in
18 circumstances frequently occur that require a quick response from the County, otherwise the project
19 and/or its financing may fail. In such cases, where the County's response is time-sensitive, the Director,
20 or his duly authorized designee, hereby is authorized, but not required, to consent to the following matters
21 in the name of the County, subject to the prior review of County Counsel and the Auditor-
22 Controller/Treasurer-Tax Collector: (1) changes to Attachments to this Agreement that do not alter the
23 terms of the Agreement or substantively alter the scope of the Project; (2) non-substantive changes to
24 the scope of the Project, so long as the Director or his designee determines that the Project remains
25 eligible under the Federal HOME regulations; (3) changes of funding sources from those specific other
26 entities named in Attachment B, so long as the Director or his designee determines that the Project
27 remains eligible under the Federal HOME regulations and this Agreement; (4) changes of the specific
28 dollar amounts set forth in Attachment B coming from other entities, or the total thereof, provided the total
23
1 monies coming from the County under this Agreement do not increase, and further provided that the
2 Director or his designee determines that the Project remains viable, is fully funded, and eligible under the
3 Federal HOME regulations and this Agreement; (5) to sign subordination documents solely in order to
4 facilitate the placement of permanent financing, and only within the first two years after the Notice of
5 Completion is recorded; and (6) terminate the Agreement if it has been determined that the Borrower is
6 not able to acquire the funds necessary to meet the terms described in the Agreement.
7 2. Borrower Authority: The General Partner of Guardian Village, L.P. has
8 authority to enter into and sign this Agreement, and the loan, security and all other related documents,
9 and any amendments thereto on behalf of the Partnership, as shall be necessary for the purpose of
10 borrowing the funds to develop the Project as described in Section I herein.
11 3. The persons and their addresses having authority to give and receive
12 notices under this Agreement include the following:
13 County:
County of Fresno
14 Department of Public Works and Planning
Community Development Division
15 Attention: Affordable Housing Programs
2220 Tulare Street, 6t" Floor
16 Fresno, CA 93721
17 Borrower:
Guardian Village, L.P,
18 8445 W. Elowin Court
P.O. Box 6520
19 Visalia, CA 93290
Attention: President/CEO
20
With a copy to Borrower's limited partner:
21
Enterprise Multi-State LIHTC Fund, LLLP
22 c/o Enterprise Community Asset Management, Inc.
70 Corporate Center
23 11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
24 Attn: Asset Management
25 and to:
Email: sshack@enterprisecommunity.com
26 Attn: General Counsel
27
28
24
1 L. ENTIRE AGREEMENT
2 This Agreement constitutes the entire Agreement between the Borrower and the
3 County with respect to the subject matter hereof, and supersedes all previous discussions, negotiations,
4 proposals, commitments, writings, advertisements, publications and understandings of any nature
5 whatsoever unless expressly included in this Agreement.
6 M. EFFECTIVE DATE
7 The effective date of this Agreement shall be the date upon which it is executed
8 by the County. The County shall place the day and month upon which it signs this Agreement on Page
9 1, in the space provided.
10 N. DISCLOSURE OF SELF-DEALING TRANSACTIONS
11 This provision is only applicable if the Borrower is operating as a corporation (a
12 for-profit or non-profit corporation) or if, during the term of this Agreement, the Borrower changes its
13 status to operate as a corporation.
14 Members of the Borrower's Board of Directors shall disclose any self-dealing
15 transactions that they are a party to while the Borrower is providing goods or performing services under
16 this Agreement. A self-dealing transaction shall mean a transaction to which the Borrower is a party and
17 in which one or more of its directors has a material financial interest. Members of the Board of Directors
18 shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-
19 Dealing Transaction Disclosure Form (Exhibit 1), and submitting it to the County prior to commencing
20 with the self-dealing transaction or immediately thereafter.
21
22
23
24
25
26
27
28
25
1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.
2 GUARDIAN VILLAGE, L.P., COUNTY OF FRESNO
A California limited partnership
3
By: Guardian Village, LLC,
4 a California limited liability company,
its general partner
5
By: Self-Help Enterprises,
6 a California nonprofit public
benefit corporation,
7 its sole member/manager
8
9g�ZThomas oT ish4 Sal =uio, hairman of the Board
10 President and Chief Executive Officer of Sis of the County of Fresno
11
12
13
Date: _ 1 I Date:
14
15 ATTEST:
Bernice E. Seidel
16 Clerk of the Board of Supervisors
County of Fresno, State of California
17
18
By
19 Deputy
20
21
22
REMIT TO:
23 Guardian Village, LP
FUND NO: 0001 c/o Self-Help Enterprises, Inc.,
24 SUBCLASS NO: 10000 Attention: CEO/Executive Director
ORG NO: 55122008 8445 W. Elowin Court
25 ACCOUNT NO: 7295 P.O. Box 6520
Visalia, CA 93290
26 Telephone: (559) 802-1670
27
28 \\PaciFlc\pwp\720SComDev\AHP\CHDO-Rental\CHDO PROJECTS\CHDO Projects in Review\SHE Guardian Village\Agreement\Guardian Vill age_ag mt.docx
26
ATTACHMENT A
Unit Mix and Rent Schedule
Guardian Village
TOTAL UNITS 48
Max
Unit Type Rent Number Unit Sq.Ft. HOME Gross Utility Net Rent
Level of Units Rent Allowance
Rent
1 Bedroom 30% 4 606 731 438 36 402
1 Bedroom 40% 2 606 731 584 36 548
1 Bedroom 50% 16 606 731 731 36 695
2 Bedroom 30% 4 846 877 526 49 477
2 Bedroom 40% 1 846 877 702 49 653
2 Bedroom 50% 8 846 877 877 49 828
3 Bedroom 30% 2 1247 1013 607 64 543
3 Bedroom 40% 3 1247 1013 810 64 746
3 Bedroom 50% 7 1247 1013 1013 64 949
2 Bedroom Manager 1 N/A N/A N/A N/A
Tota 1 48
Maximum HOME Allowable Rent
HOME UNITS (11)
Max
Unit Type Rent Number Unit Sq.Ft. HOME Gross Utility Net Rent
Level of Units Rent Allowance
Rent
1 Bedroom 30% 2 606 731 438 36 402
1 Bedroom 40% 0 606 731 584 36 548
1 Bedroom 50% 1 606 731 731 36 695
2 Bedroom 30% 2 846 877 526 49 477
2 Bedroom 40% 0 846 877 702 49 653
2 Bedroom 50% 2 846 877 877 49 828
3 Bedroom 30% 1 1,247 1,013 607 64 543
3 Bedroom 40% 1 1,247 1,013 810 64 746
3 Bedroom 50% 2 1,247 1,013 1,013 64 949
Total 11
ATTACHMENT B
Sources and Uses of Funds are anticipated as follows:
Sources of Funds
1. RD 538 Construction/Permanent Loan $1,216,491
2. County of Fresno HOME Loan Funds $475,000
3. County of Fresno PLHA Loan Funds $1,775,000
4. City of Reedley Fee Waiver $131,832
5. HCD Joe Serna Loan $2,133,066
6. Sponsor- LMG State Surplus Loan $2,381,832
7. Neighborworks Sponsor Loan $1,000,000
8. Land Donation $700,000
9. Tax Credit Equity $12,074,989
10. Deferred Developer Fee $400,000
11. Deferred Costs $2,572,652
Total Sources $24,860,862
Uses of Funds:
1. Acquisition Costs $1,510,000
2. Construction Costs $15,983,438
3. Financing Costs $535,852
4. Operating Reserves $1,647,131
5. Soft Costs and Development Fees $5,184,441
Total Project Cost $24,860,862
ATTACHMENT C
SECTION 3 REQUIREMENTS
A. The work to be performed under this contract is subject to the requirements of section 3
of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u
(section 3). The purpose of section 3 is to ensure that employment and other economic
opportunities generated by HUD assistance or HUD-assisted projects covered by
section 3, shall, to the greatest extent feasible, be directed to low- and very low-income
persons, particularly persons who are recipients of HUD assistance for housing.
B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135,
which implement section 3. As evidenced by their execution of this contract, the parties
to this contract certify that they are under no contractual or other impediment that would
prevent them from complying with the part 135 regulations.
C. The contractor agrees to send to each labor organization or representative of workers
with which the contractor has a collective bargaining agreement or other understanding,
if any, a notice advising the labor organization or workers' representative of the
contractor's commitments under this section 3 clause and will post copies of the notice in
conspicuous places at the work site where both employees and applicants for training
and employment positions can see the notice. The notice shall describe the section 3
preference, shall set forth minimum number and job titles subject to hire, availability of
apprenticeship and training positions, the qualifications for each; and the name and
location of the person(s) taking applications for each of the positions; and the anticipated
date the work shall begin.
D. The contractor agrees to include this section 3 clause in every subcontract subject to
compliance with regulations in 24 CFR part 135, and agrees to take appropriate action,
as provided in an applicable provision of the subcontract or in this section 3 clause, upon
a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The
contractor will not subcontract with any subcontractor where the contractor has notice or
knowledge that the subcontractor has been found in violation of the regulations in 24
CFR part 135.
E. The contractor will certify that any vacant employment positions, including training
positions, that are filled (1) after the contractor is selected but before the contract is
executed, and (2) with persons other than those to whom the regulations of 24 CFR part
135 require employment opportunities to be directed, were not filled to circumvent the
contractor's obligations under 24 CFR part 135.
F. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions,
termination of this contract for default, and debarment or suspension from future HUD
assisted contracts.
SECTION 3 ASSURANCES
[FORM MUST BE COMPLETED AND SUBMITTED PRIOR TO AWARD]
I/We, the undersigned (representative), as official representative of
(Contractor) agree to comply with Section 3 requirements for the
(Project). It is understood that failure to comply may result in the
following sanctions: cancellation, termination, or suspension in whole or in part of this contract. A
copy of this executed form and the charts for employees and contractors will be provided to the
County along with any back up documentation requested prior to execution of contract.
Complete for construction subcontractors and non-construction contracts:
A. How many construction subcontractors will be utilized for this project?
B. Of these subcontractors, how many are Section 3 subcontractors?
1) Was the Section 3 Goal/target of 10% of project dollar amount reached?
C. How many non-construction contracts will be utilized?
D. Of these, how many are Section 3 businesses?
1) Was the Section 3 Goal/target of 3% of project dollar amount reached?
See attached chart with list of all Contractors hired for this Project
Authorized Signature Date:
Section 3 Resident Eligibility Certification
The U.S. Department of Housing and Urban Development (HUD) monitors our hiring practices on
Section 3-funded projects. It is important, therefore that the information below be provided. Please
be aware that your response, though needed, is voluntary and has no effect on your employment
status.
Because these questions are personal in nature, your answers will be treated with confidentiality.
Thank you for assisting us.
Sincerely,
Fresno County Community Development Division
1. Name:
Address:
2. Number of individuals living in your household (include yourself):
3. Total annual household income (please CIRCLE one):
Household 30% 50% 60% 65% 80/o°
Size
1 $ 16,350 $ 27,300 $ 32,760 $ 35,460 $ 43,650
2 $ 18,700 $ 31,200 $ 37,440 $ 40,500 $ 49,850
3 $ 21,050 $ 35,100 $ 42,120 $ 45,580 $ 56,100
4 $ 23,350 $ 38,950 $ 46,740 $ 50,610 $ 62,300
5 $ 25,250 $ 42,100 $ 50,520 $ 54,680 $ 67,300
6 $ 27,100 $ 45,200 $ 54,240 $ 58,740 $ 72,300
7 $ 29,000 $ 48,300 $ 57,960 $ 62,800 $ 77,300
8 $ 30,850 $ 51,450 $ 61,740 $ 66,820 $ 82,250
Check Box If Above $82,250
4. Are you currently employed? Yes No
I certify that the statements made on this sheet are true, complete and correct to be best of my
knowledge and belief, and made in good faith.
Signature Date:
Section 3 Business Eligibility Certification
The U.S. Department of Housing and Urban Development (HUD) monitors our hiring practices on
Section 3-covered projects. It is important, therefore that the information below be provided.
Please be aware that your response, though needed, is voluntary and has no effect on your
contracting.
Your answers will be treated with confidentiality. Thank you for assisting us.
Sincerely,
Fresno County Community Development Division
Business Name:
Address:
1. Is the business at least 51%owned and controlled by qualified Section 3 Residents?
If YES stop, if NO proceed.
2. Is the business at least 51% owned and controlled by current public housing residents or
residents who currently live in Section 8-assisted housing?
If YES stop, if NO proceed.
3. Were 75% of the labor hours performed for the business over the prior three-month period
performed by Section 3 workers?
If YES stop, if NO proceed.
We currently do not qualify as a Section 3 business
I certify that the statements made on this sheet are true, complete and correct to be best of my
knowledge and belief, and made in good faith.
Signature Date:
SECTION 3 Proiect Work Force Breakdown
Total Hours Worked
Total Hours Total Hours Worked by Targeted Section 3
Job Worked by All by Section 3 Employees
Category Employees Employees Number of Positions
filled with
Section 3 residents
Supervisor
Professional
Technical
Office/Cleric.
Others
TRADE:
Journeyman
Apprentices
Trainees
Others
TRADE:
Journeyman
Apprentices
Trainees
Others
*Section 3 Resident:
Individual residing within the Section 3 Area whose Company
family income does not exceed 80% of the median
income in the Metropolitan Statistical Area or the Project
county if not within a MSA in which the Section 3
covered project is located. See attached income
schedule. Project Number
NOTE: This document must be submitted with bid documents.
Person Completing Form: Date:
SECTION 3 Contracts / Subcontracts Breakdown
Type of Contract Estimated No. of Estimated Dollar
(Business or Total Total Approx. Contracts to Amount to Sec. 3
Profession Number Dollar Amount Section 3 Businesses
Businesses
NOTE: This document is to be submitted by the
Contractor with bid documents
Company
Project
Project Number
Person Completing Form: Date:
SECTION 3 BUSINESS UTILIZATION REPORT
Project No. : Total Dollar Amount of Contract: $
Federal ID No. : Address:
Name of Prime Contractor:
Trade/Service or Contract Competitive or Federal
o.ation
3
Name of Subcontractor Sec ec Address/Telephone Supply Amount Award Date Negotiated Bid Y/NN Identificic
Total Dollar Amount Awarded to Section 3 Businesses: Company
NOTE: This report must be completed and submitted by the Project
Contractor(monthly)with each payment request.
Project Number
Date Person Completing Form
ATTACHMENT D
U.S. DEPARTMENT OF HUD 2022
STATE:CALI FORN IA 2022 2022 HOME PROGRAM RENTS
Fresno, CA MSA
PROGRAM Efficiency 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR
Low HOME Rent Limit 682 731 877 1,013 1,130 1,246 1,363
High HOME Rent Limit 868 904 1,118 1,284 1,413 1,540 1,667
HOME Rents
Every HOME-assisted unit is subject to rent limits designed to help make rents affordable to low income households. These
maximum rents are referred to as "HOME Rents." Annually, the U.S. Department of Housing and Urban Development
establishes maximum monthly rents for HOME-assisted rental projects. Based on changes in area income levels or market
conditions, HOME Rents, as calculated by HUD and approved by the Department, may increase.
ATTACHMENT E
Project Disbursement Schedule
Draw Schedule
Draw Dollar 10% Amount
No. Percentage of Funds Amount Retention Disbursed
Requested
1 Deposit at escrow $0 $0 $0
2 25% of Total Loan Amount $118,750 $11,875 $106,875
(First construction draw)
3 25% of Total Loan Amount $118,750 $11,875 $106,875
4 25% of Total Loan Amount $118,750 $11,875 $106,875
5 25% of Total Loan Amount $118,750 $11,875 $106,875
Total Amounts $475,000 $47,500 $427,500
Retention Amount
(pay at the end of $47,500
construction
ATTACHMENT F
Guardian Village
PROJECT TIMELINE
TCAC Award Se t-22
Building Permits Mar-23
Loan Documents Feb-23
Construction Start Mar-23
Construction Complete Oct-24
Lease Up Complete Dec-24
Permanent Loan Closing Dec-25
EXHIBIT 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members
of a contractor's board of directors (hereinafter referred to as "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 utilized 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.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(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:
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