HomeMy WebLinkAboutAgreement A-19-560 with WP Gateway Villas Apartments LP.pdf 19-1222
Agreement No. 19-560
1 HOME AGREEMENT
2
3 THIS HOME AGREEMENT ("Agreement") is made this 22nd day of October , 2019, by and
4 between the COUNTY OF FRESNO, a political subdivision of the State of California ("County") whose
5 address is 2220 Tulare Street, 6'h Floor, Fresno CA 93721, and WP Gateway Villas Apartments, LP, a
6 California limited partnership consisting of Central Valley Coalition for Affordable Housing, a California
7 nonprofit corporation, as the Managing General Partner, and WP Gateway Villas, LLC, a California limited
8 liability company, as the Administrative General Partner ("Borrower" or"Partnership"), whose address is
9 310 N. Westlake Blvd., Suite 210, Westlake Village, CA 91362.
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, the general purpose of the HOME Program is to strengthen public-private
15 partnerships, and to expand the supply of decent, safe, sanitary, and affordable housing, with primary
16 attention to rental housing, for very low-income and low-income households;
17 WHEREAS, the Borrower has applied to the County for HOME funds to assist with the
18 development of an affordable multi-family apartment complex, Gateway Villas Apartments ("Project")that
19 will be affordable to very-low to low-income households;
20 WHEREAS, the Borrower requested a loan of Nine Hundred Eighty Thousand Dollars ($980,000)
21 from the County of Fresno HOME Program to assist with the construction of the Project, a sixty-one unit
22 (61) rental housing development, of which sixty (60) will be restricted and affordable to very low and low-
23 income person, and of which eleven (11) units will be funded by and subject to the County's Federal
24 HOME funds ("HOME-assisted");
25 WHEREAS, the County has Nine Hundred Eighty Thousand Dollars ($980,000) available from its
26 Federal HOME grant funds to loan to the Borrower for the Project;
27 WHEREAS, the County has determined the Borrower has the capacity to develop the Project,
28 and the Project has been determined to meet HOME requirements for funding;
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1 WHEREAS, the Project will increase the supply of affordable rental housing units in Fresno
2 County for households earning no more than sixty percent (60%) of the Area Median Income (AMI), as
3 reported annually by the U.S. Department of Housing and Urban Development (HUD);
4 WHEREAS, the total estimated Project cost is Seventeen Million, Four Hundred Eighty Thousand,
5 Eight Hundred and Three Dollars ($17,480,803), and the Borrower has or will obtain other funding
6 commitments apart from the County HOME loan to complete the financing for the Project; and
7 WHEREAS, the Project is consistent with the County's Consolidated Plan and the City of Kerman
8 General Plan.
9 NOW, THEREFORE, in consideration of their promises as hereinafter set forth, the Borrower and
10 the County agree as follows:
11 I. PROJECT DESCRIPTION, LOCATION, SECURITY, BUILDING REQUIREMENTS AND
12 BUDGET
13 A. DESCRIPTION:
14 1. The Project consists of the acquisition and construction of sixty-one (61) new multi-
15 family rental housing units. The Project will result in the construction of a total of sixty-one (61) new multi-
16 family rental housing units, of which eleven (11) units shall be HOME-assisted, and shall satisfy HOME
17 occupancy requirements for no less than the required HOME period of affordability ("Period of
18 Affordability"). The Period of Affordability will be twenty (20) years, beginning on the date the Project is
19 completed and closed in HUD's Integrated Disbursement & Information System (IDIS). The Project's
20 HOME-assisted units include a mix of five (5) 2-bedroom units, and six (6) 3-bedroom units.
21 2. The Project will provide new rental housing units that will be affordable to
22 households earning no more than sixty percent (60%) of AMI for Fresno County, as reported annually by
23 HUD. These units will have rents, including any tenant-paid utilities, at or below the HOME Rent limits for
24 the duration of the Period of Affordability. The Project shall meet the requirements of 24 CFR § 92.252
25 relating to rent limitations.
26 3. Attachment A to this Agreement, which is incorporated by this reference, provides
27 a detailed breakdown of the Project unit mix for the sixty-one (61) units, including the five (5) 2-bedroom
28 units and six (6) 3-bedroom units that will be HOME-assisted units, for a total of eleven (11) HOME-
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1 assisted units. Affordability for the eleven (11) HOME-assisted units must follow the AMI and the Rents
2 for Fresno County, as reported annually by HUD, and as described in Attachment A. All eleven (11) units
3 shall float within the Project as necessary to ensure compliance with the HOME Rent and occupancy
4 requirements. The eleven (11) HOME-assisted units must at a minimum be the approximate square
5 footage designated, or larger.
6 B. LOCATION:
7 The Project will be developed on an approximately 4.38 acre site located at the corner
8 of Gateway Boulevard and Siskiyou Avenue south of Highway 180/ Whitesbridge Avenue (the
9 "Property"), and will consist of five (5) 2-story residential structures, and one (1)2-story community center.
10 C. SECURITY:
11 The County shall record the HOME Regulatory Agreement and Declaration of
12 Restrictive Covenants ("Regulatory Agreement"), which will include deed restrictions against the Property
13 that detail the rent limits and the tenant income limits for the HOME-assisted units, as determined by
14 HUD annually, for the specified Period of Affordability (see Section I, Paragraph A-1). The County or
15 applicable title company will provide a copy of said recorded Regulatory Agreement to the Borrower.
16 D. BUILDING REQUIREMENTS:
17 1. All aspects of the building construction will meet or exceed the County's Affordable
18 Housing Programs Construction/Rehabilitation Standards and the International Energy Conservation
19 Code, and must comply with all applicable local building codes.
20 2. Rental Property Standards: The Project shall meet the requirements of 24 CFR §
21 92.251 relating to property standards and all applicable local housing code requirements for the duration
22 of this Agreement and any modifications or amendments or successor agreements thereto.
23 3. Accessibility Standards: The Project shall meet the requirements of 24 CFR § 8.22
24 relating to handicap accessibility. A minimum of four (4) of the units will be accessible to those with
25 mobility impairments; two (2) additional units will be accessible to those with sensory impairments.
26 E. BUDGET:
27 1. This Agreement does not provide the Borrower any legal claim to any amount of
28 HOME loan funds to be used for the specific project or site unless, and until, the site has received
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1 environmental clearance, received authorization from HUD to use grant funds, and has met the other
2 terms of this Agreement.
3 2. The total preliminary Project budget estimate is $17,480,803. The proposed work
4 to be funded with County HOME loan funds for the development of the sixty-one (61) multi-family rental
5 housing units in the Project is as follows:
6 Expenses to be paid with HOME loan funds:
7 Construction Costs $980,000
8 TOTAL HOME loan funds $980,000
9 Notwithstanding the estimates described in the above preliminary Project budget, disbursements for the
10 eleven (11) HOME-assisted units in the Project from HOME loan funds will be based on the actual costs,
11 and shall not exceed the total amount of Nine Hundred Eighty Thousand Dollars ($980,000).
12 Disbursement of HOME funds is subject to approval and execution of loan, security, and related
13 documents acceptable to the County, in its sole discretion.
14 F. FUNDING:
15 1. Notwithstanding any other provision of the Agreement, the parties hereto agree
16 and acknowledge that this Agreement does not constitute a commitment of loan funds or site approval,
17 and that such "commitment of loan funds" or approval may occur only upon satisfactory completion of
18 the environmental review and receipt by the County of a Release of Funds from HUD under 24 CFR §
19 58. In addition, no commitment of loan funds will be made until all requirements contained in this
20 Agreement or any other loan, security or other related documents are met by the Borrower as determined
21 by the County. The parties further agree that the loan of any funds to the Project is conditioned upon the
22 County's determination to proceed with, modify, or cancel the Project based on the results of the Project's
23 environmental review, as specified in Section III of this Agreement. The County will give written
24 notification to the Borrower when these requirements have been met.
25 2 Attachment B to this Agreement, which is incorporated by this reference, lists the
26 potential sources and proposed funding amounts for the Project. With the exception of County HOME
27 funds, these sources and/or the amounts are subject to change. Notwithstanding the funding sources
28 and amounts identified in Attachment B, disbursements for the Project from HOME loan funds will be
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1 contingent upon reliable evidence acceptable to the County, in its sole discretion, that the Borrower has
2 obtained all funding necessary to meet the total Project cost. In addition, the Borrower may not award
3 the Project until the County has received authorization from HUD to use the grant funds, as described in
4 subsection F(1) of this Section I.
5 G. CHANGES TO PROJECT:
6 The Borrower will give written notification to the County Department of Public Works
7 and Planning, Community Development Division, of any event that changes the scope of the Project
8 and/or the funding sources. The Director of the Department of Public Works and Planning, or his
9 designee, at his discretion, is authorized to permit minor changes to the scope of the Project and/or the
10 funding sources, provided the Director or his designee determines that such changes do not substantively
11 alter the scope of the Project, the maximum amount of HOME loan funds allocated to the Project, or the
12 Project's eligibility under the Federal HOME regulations, as more fully set forth in Section IX, subsection
13 K of this Agreement.
14 II. OBLIGATIONS OF THE COUNTY
15 A. FUNDING:
16 The County shall reserve up to, but not more than, Nine Hundred Eighty Thousand
17 Dollars ($980,000)from the County's allocation of Federal HOME Program funds for the Project. All funds
18 will be paid to the Borrower, in accordance with Section IX, (A) of this Agreement, subject to the
19 requirements of all applicable Federal and State statutory and regulatory requirements. Notwithstanding
20 changes in the funding sources and amounts identified in Attachment B, disbursements for the Project
21 from HOME Program funds will be contingent upon the County's receipt, review, and approval of highly
22 reliable evidence acceptable to the County, in its sole discretion, showing that the Borrower has obtained,
23 or will obtain, all funding to meet the Project development costs. Evidence may include, but shall not be
24 limited to, funding commitments and/or loan documentation from other lenders and/or documents
25 regarding tax credit allocation commitments.
26 B. LOAN DOCUMENTS:
27 1. Promissory Note: The County will prepare a Promissory Note for execution by the
28 Borrower in a form and content acceptable to the County, in the County's sole discretion. Said Promissory
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1 Note ("Note") will set forth the terms and conditions and plan for repayment of the Nine Hundred Eighty
2 Thousand Dollars ($980,000) HOME loan and other fees or charges, including, but not limited to,
3 liquidated damages, if applicable. HOME loan funds shall be utilized to assist with the construction of
4 eleven (11) units in the sixty-one (61) unit affordable rental housing complex. In addition to the Note,
5 HOME loan funds shall be secured with a Deed of Trust recorded against the Property, and other required
6 security instruments, as described more fully below.
7 2. Deed of Trust: County shall record against the Property a Deed of Trust for the
8 County HOME loan in a form and content acceptable to the County. Said Deed of Trust will be recorded
9 for the purpose of securing repayment of the Nine Hundred Eighty Thousand Dollars ($980,000) loan,
10 and will name the County of Fresno, a political subdivision of the State of California, as beneficiary. Said
11 Deed of Trust will be in second lien position during construction and after construction (unless the County
12 provides written approval for a lesser lien position), until the Note described in this Section II is fully
13 repaid.
14 3. HOME Regulatory Agreement and Declaration of Restrictive Covenants: The
15 County will record a HOME Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory
16 Agreement") signed by the Borrower in a form and content acceptable to the County. Said Regulatory
17 Agreement will impose the requirements of the HOME Investment Partnerships Program, as set forth in
18 the Code of Federal Regulations (24 CFR Parts 91 and 92) for the eleven (11) HOME-assisted units.
19 C. LABOR COMPLIANCE:
20 The County shall verify with the Labor Relations Division of HUD that the Project
21 general contractor has not been debarred or suspended from participating in Federal projects, in
22 accordance with Section IV, subsection (B-5) of the Agreement. The County will provide Borrower with
23 written notification that this requirement has been met.
24 The County shall be provided at least ten (10) days' notice of, and shall attend, the
25 pre-construction meeting between the Borrower and any project or construction management company
26 contracting with the Borrower (whether those construction contractors are contracting directly with the
27 Borrower or indirectly through the Borrower's project or construction management company) to discuss
28 labor compliance requirements for the Project. The County may monitor Project records and conduct field
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1 reviews to ensure that labor compliance and other conditions of this Agreement have been met
2 D RENT REQUIREMENTS AND AFFORDABILITY:
3 1. The County will provide to the Borrower records of the HUD-determined HOME
4 Rents, the authorized utility allowances by unit size, and the household income limits, adjusted for family
5 size, for the initial year of Project operations, and annually thereafter for the Period of Affordability (as
6 specified in Section I, subsection A(1)).
7 2. The County shall annually review information provided by the Borrower for the
8 eleven (11) HOME-assisted units, and shall periodically conduct on-site inspections to ensure compliance
9 with the affordability requirements of 24 CFR § 92.252 and 92.504(d), the tenant and participant
10 protection requirements of 24 CFR § 92.253, and compliance with the terms of this Agreement, including
11 but not limited to, tenants' income, rents, property standards, and other HOME rental requirements during
12 the Project's Period of Affordability. The County shall provide the Borrower with the approved method for
13 determining income-eligibility The County requires HUD's Part 5 definition of annual income, as defined
14 in 24 CFR § 5.609, to be used to determine initial eligibility, which shall be used on an annual basis to
15 recertify tenant incomes during the Period of Affordability. Source documentation is required for
16 recertification every year of the Period of Affordability The County will maintain a record of inspections
17 in its Project file, and will provide copies to Borrower upon request.
18 III. PROJECT SUBJECT TO ENVIRONMENTAL CLEARANCE and RELEASE OF FUNDS
19 In accordance with Federal HOME regulations, the Borrower may not Incur costs to be
20 paid with County HOME loan funds for this Project until the County notifies the Borrower that it has
21 received the Authorization to Use Grant Funds notice (i.e., release of funds) from HUD. The County shall
22 specify in a letter to the Borrower that such notice has been received.
23 Any costs incurred prior to the County's written notification to Borrower that grant funds
24 may be released shall not be reimbursed from the County HOME loan funds, and may jeopardize use of
25 County HOME funds for the Project.
26 IV, OBLIGATIONS OF THE BORROWER
27 A. FUNDING:
28 1. The Borrower hereby certifies the authenticity and accuracy of the information
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1 provided to the County with regards to the fiscal soundness of the Borrower, and Borrower's capacity to
2 undertake the proposed Project. The Borrower further certifies that it has examined the Project
3 neighborhood market conditions, and determined there is adequate need for the Project.
4 2. The Borrower will provide any and all sums of money in excess of Nine Hundred
5 Eighty Thousand Dollars ($980,000) that may be necessary to complete the Project. Prior to
6 disbursement of County HOME loan funds, the Borrower shall secure or obtain firm commitments from
7 other funding sources for any and all sums of money in excess of Nine Hundred Eighty Thousand Dollars
8 ($980,000) that may be necessary to complete the Project. The Borrower will provide evidence of such
9 commitments of funds satisfactory to the County, as specified in Section I, subsection F(2) herein. The
10 failure to secure all sums of money in excess of Nine Hundred Eighty Thousand Dollars ($980,000) that
11 may be necessary to complete the Project shall be deemed a material breach of this Agreement, as
12 discussed in Section IX, subsection E of this Agreement.
13 3. The Borrower shall require that all documents with other lenders to the Project
14 include a clause stating all Notice of Default statements be provided to the County, who shall have thirty
15 (30) days, or such longer applicable cure period as set forth in the promissory note, to cure said default.
16 During said cure period, the County shall forbear from taking any action to perfect its default remedies.
17 4. The Borrower will provide matching funds of at least Two Hundred Forty-Five
18 Thousand Dollars ($245,000) (i.e., twenty-five percent (25%) of the County's HOME loan) to the Project
19 from other non-Federal sources, in accordance with 24 CFR § 92.220. The Borrower shall obtain a letter
20 from the County specifying that the conditions of this Section have been met.
21 B. DEVELOPMENT:
22 1. The Borrower is prohibited from undertaking or committing any funds to physical
23 or choice-limiting actions, including property acquisition, demolition, movement, rehabilitation,
24 conversion, repair, or construction prior to the environmental clearance. A violation of this provision will
25 result in the denial of HOME loan funds under this Agreement.
26 2. Prior to the execution of loan documents, the Borrower will provide the County with
27 a copy of the appraisal establishing the fair market value of the land on which the Project is to be built.
28 Such appraisal shall be performed by a State certified real estate appraiser or other appraiser acceptable
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1 to the County.
2 3. The Borrower shall develop and construct the Project as new construction rental
3 ousing for households earning no more than sixty percent (60%) of the AMI for Fresno County, as defined
4 by HUD at time of initial occupancy. Additionally, in accordance with 24 CFR § 92.252, rental projects
5 with five (5) or more HOME-assisted rental units must provide a minimum of twenty percent (20%) of the
6 HOME-assisted units for occupancy by very low income families earning no more than fifty percent (50%)
7 of AMI during the HOME loan term specified in the Note.
8 4. Prior to award of the construction contract, the Borrower will provide the County
9 an independent cost-estimate for the Project to determine cost-reasonableness, in order to obtain from
10 the County written approval of the contractor, the award, amount of the contract, and the final Project
11 budget. Prior to the date the work is to begin, the Borrower will provide both the contractor and the County
12 with a copy of the Notice to Proceed.
13 5. Prior to award of contracts, the Borrower will furnish the name of the general
14 contractor to the County so that the County can verify with the HUD Labor Relations Division that the
15 general contractor has not been debarred or suspended from participating in the Federal projects.
16 6. To the extent contractors and/or subcontractors are utilized on this Project, the
17 Borrower will conduct outreach to minority-and women-owned business enterprises (MWBE), and ensure
18 that contractors/subcontractors are informed of the requirements of Section 3 of the Housing and Urban
19 Development Act of 1968 ("Section 3") applicable to the Project, and are licensed in accordance with the
20 regulations of the Contractors State License Board.
21 7. The Borrower will conduct a pre-construction meeting with the Contractor, and will
22 notify the County at least ten (10)working days prior to the meeting, so that a representative of the County
23 can be in attendance to discuss HOME labor compliance requirements and the applicable Section 3 and
24 MWBE policies for the Project. Attachment C to this Agreement, which is incorporated by this reference,
25 provides the required Section 3 compliance forms to be provided by the County to the Borrower and the
26 contractor to complete and return to the County.
27 8. Prior to the start of the construction, the Borrower will secure all permits required
28 by the City of Kerman. The Borrower will provide to the County copies of all such permits.
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1 9. The Borrower shall comply with the mitigation measures and conditions identified
2 in Environmental Assessment No 7380, which is incorporated herein by reference.
3 C. DISBURSEMENT:
4 1. The Borrower may not request disbursement of loan funds under this Agreement
5 until all conditions stated under Section III, Section IV and Section VIII of this Agreement have been
6 satisfied HOME loan funds will be distributed to the Borrower on a reimbursement basis for actual eligible
7 costs.
8 2. In the event that the Project costs less than the current estimated total Project cost
9 of Seventeen Million, Four Hundred-Eighty Thousand, Eight Hundred and Three Dollars ($17,480,803),
10 the Borrower will notify the County of such savings. The County may then, at its sole discretion, reduce
11 the County's contribution in direct proportion to the percentage of savings.
12 D. LOAN DOCUMENTS:
13 1 Prior to execution of the County's loan documents, the Borrower shall submit to
14 the County all loan term sheets, any and all other requested loan documents, and any amendments
15 thereto, including any required deed restrictions from other funding sources.
16 2. The Borrower will select and use a title company acceptable to the County for title
17 work.
18 3. The Borrower will record a Notice of Completion and will provide the County a copy
19 of the Notice of Completion after recordation.
20 4. The Borrower will inform the County in writing of the names and addresses of all
21 co-owners, all limited partners, and all lenders of the Project. The Partnership will inform the County in
22 writing of any addition, change, removal, or replacement of any co-owner, any limited partner, or any
23 lender of the Project.
24 5 The Partnership shall not remove or replace the original Managing General Partner
25 or any proposed partner approved by the County from the Partnership without the County's prior written
26 approval, which shall not be unreasonably withheld. Furthermore, in the event the Managing General
27 Partner withdraws from the Partnership, the Partnership will replace the Managing General Partner with
28 another Managing General Partner approved by the County, and the new Managing General Partner
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1 must be a current member of the Partnership, unless otherwise agreed by County.
2 E. PAYMENT FOR MONITORING/ATTORNEY FEES
3 1. Annual HOME Monitoring Fee: The Partnership shall pay to the County an annual
4 fee to cover the County's actual costs of monitoring the Project during the Period of Affordability. The
5 Annual HOME Monitoring Fee shall be in an amount reflecting the County's actual costs of monitoring,
6 oversight and physical inspection of the Project. Monitoring fees will be paid in an amount not to exceed
7 $5,000 per annum, beginning on the date the Project receives certificates of occupancy, and may
8 increase each year thereafter by up to three percent (3%).
9 2. Attorney Fees: The Partnership hereby agrees to reimburse and pay to County,
10 the County's actual costs incurred in having legal counsel review all loan documents, security documents,
11 and other documents related to the financing of the Project, up to a maximum of Ten Thousand Dollars
12 ($10,000).
13 F. COMPLIANCE:
14 1. Prior to distribution of County HOME loan funds, the Borrower or its property
15 management firm will prepare and provide to the County its Affirmative Marketing Procedures conforming
16 to the requirements of 24 CFR § 92.351.
17 2. Prior to execution of County loan documents, the borrower shall provide evidence
18 to the County of the Project's compliance with the applicable site and neighborhood standards in 24 CFR
19 § 983.6(b), and will meet these standards upon completion.
20 3. The Borrower will comply with the requirements of 24 CFR§92.252 and 92.504(d),
21 including, but not limited to, the requirements to annually permit on-site inspections, and provide the
22 County with information on rents and occupancy of HOME-assisted units to demonstrate compliance with
23 the affordability requirements. The eleven (11) HOME-assisted units are designated "floating HOME
24 units" as defined in 24 CFR § 92.2520).
25 4. The Borrower will provide the County with copies of all leases to be executed for
26 the HOME-assisted units for County's review and approval. In the event that any of the basic terms of
27 such leases are changed during the Period of Affordability, the Borrower will re-submit such lease(s) to
28 the County for review and approval of the changes. The Borrower agrees to comply with the requirements
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1 of 24 CFR § 92.253 regarding tenant leases, including giving tenants a minimum 30-day notice of rent
2 increases, and a minimum 30-day eviction notice.
3 5. The Borrower will not be required to lower rents below the HOME Rent limits in
4 effect at the time of this Agreement for the eleven (11) HOME-assisted units, but must submit requests
5 for rent increases to the County, and receive County's approval of same before implementing higher
6 rents. HUD's 2019 Rent Limits are listed in Attachment D to this Agreement, which is incorporated by this
7 reference. The Borrower agrees to conduct income determinations utilizing HUD's Part 5 definition of
8 annual income, to certify tenant income eligibility before renting units to tenant applicants, and to recertify
9 tenant household income annually.
10 6. The Borrower agrees to comply with the requirements of 24 CFR § 92.252, and
11 will maintain the correct number of high and low HOME Rent units, and adjust rents accordingly for
12 tenants whose incomes rise above eighty percent (80%) of the AMI.
13 7. The Borrower will comply with all Federal regulations (including, but not limited to:
14 24 CFR Parts 91, 92 and 135) governing the use of HOME funds with Low Income Housing Tax Credits
15 (LIHTC) and 24 CFR Parts 91 and 92, and specifically Sections 92.203 Income Determinations, 92.205
16 Eligible Activities-General, 92.206 Eligible Project Costs, 92.207 Eligible Administrative and Planning
17 Costs, 92.214 Prohibited Activities, 92.216 Income Targeting: Tenant Based Rental Assistance and
18 Rental Units, Sec. 92.250 Maximum Per-Unit Subsidy Amount and Subsidy Layering, 92.253 Tenant and
19 Participant Protections, 92.255 Converting Rental Units to HOME ownership Units for Existing Tenants,
20 92.350 Other Federal Requirements and Nondiscrimination, 92.351 Affirmative Marketing; Minority
21 Outreach Program, 92.353 Displacement, Relocation, and Acquisition, 92.356 Conflict of Interest, 92.503
22 Program Income, Repayments, and Recaptured Funds, 92.505 Applicability of Uniform Administrative
23 Requirements and 92.354 Labor Provisions; Borrower to comply with all prevailing wage requirements,
24 as they may apply. Borrower to provide access to all original documents and provide copies, as requested
25 by the County and HUD.
26 V. CONFORMANCE WITH APPLICABLE LAWS AND REGULATIONS
27 The Borrower, its consultants, contractors, and subcontractors will comply with all
28 applicable State and Federal laws and regulations governing projects that utilize Federal funds.
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1 Whenever the Borrower uses the services of a contractor or property management
2 company, whether directly or indirectly, the Borrower shall require that the contractor or property
3 management company comply with all Federal, State and local laws, ordinances, regulations, this
4 Agreement, and Fresno County Charter provisions applicable in the performance of their work.
5 Because the Borrower will borrow at least One Hundred Thousand Dollars ($100,000) for
6 the Project from the County's HOME Program under this Agreement, the Borrower will complete and
7 submit to the County a "Certification for Contracts, Grants, Loans and Cooperative Agreements" form
8 and a "LLL-Disclosure of Lobbying Activities"form. Likewise, before the Borrower awards a contract using
9 at least One Hundred Thousand Dollars ($100,000) of such HOME loan funds, the Borrower will require
10 the consultant and/or contractor and all their sub-consultants and/or subcontractors to complete and
11 submit the two (2) forms described herein to both the Borrower and the County.
12 VI. PERFORMANCE STANDARDS:
13 The Borrower agrees to meet the following performance standards for this Project
14 throughout the project's Period of Affordability:
15 A. The Property will be adequately maintained to meet the required property standards;
16 and
17 B. Occupancy reports for rental housing projects must be received by the County on an
18 annual basis, or as requested.
19 VI I. FINANCIAL RECORDS REQUIREMENTS:
20 Within nine (9) months after the end of the County's Fiscal Year in which the Project is
21 completed, and for each subsequent Fiscal Year until the end of the loan term specified in the Note,
22 Borrower will provide County with audited Statement of Cash Flows, Distribution of Net Cash Flow,
23 Balance Sheet and Profit and Loss Statements prepared by an independent, certified public accountant.
24 These statements shall be prepared in accordance with Generally Accepted Accounting Principles
25 (GAAP).
26 Vill. INSURANCE
27 Without limiting the County's right to obtain indemnification from the Borrower or any third
28 parties, the Borrower, at its sole expense, will maintain in full force and effect the following insurance
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1 policies throughout the term of this Agreement:
2 A. PROPERTY INSURANCE:
3 A policy of Property Insurance to the extent of not less than one hundred percent
4 (100%) of the actual full replacement cost (without depreciation) of all buildings and improvements
5 located on the Property, insuring against loss or damage by fire, extended coverage perils and such other
6 hazards, casualties or other contingencies (other than damage from earthquakes), as from time to time
7 may be reasonably required by the County of Fresno.
8 The Borrower will obtain endorsements to the Property Insurance naming the County
9 of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
10 insofar as the operations under this Agreement are concerned. Such coverage for additional insured will
11 apply as primary insurance and any other insurance, or self-insurance, maintained by the County, its
12 officers, agents and employees shall be excess only and not contributing with insurance provided under
13 the Borrower's policies herein. This insurance shall not be cancelled or changed without a minimum of
14 thirty (30) days advance written notice given to the County.
15 B. COMMERCIAL GENERAL LIABILITY INSURANCE:
16 Commercial General Liability Insurance with limits of not less than One Million Dollars
17 ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000) is required.
18 This policy will be issued on a per occurrence basis. The County may require specific coverage including
19 completed operations, product liability, contractual liability, Explosion-Collapse-Underground, fire,
20 extended coverage, legal liability or any other liability insurance deemed necessary because of the nature
21 of this Agreement.
22 The Borrower will obtain endorsements to the Commercial General Liability Insurance,
23 fire, and extended coverage, naming the County of Fresno, its officers, agents, and employees,
24 individually and collectively, as additional insured, but only insofar as the operations under this
25 Agreement are concerned. Such coverage for additional insured will apply as primary insurance and any
26 other insurance, or self-insurance, maintained by the County, its officers, agents and employees shall be
27 excess only and not contributing with insurance provided under the Borrower's policies herein. This
28 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice
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1 given to the County.
2 C. AUTOMOBILE LIABILITY INSURANCE:
3 Comprehensive Automobile Liability Insurance with limits for bodily injury of not less
4 than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five Hundred Thousand Dollars
5 ($500,000) per accident and for property damages of not less than Fifty Thousand Dollars ($50,000) or
6 such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000) is required.
7 Coverage should include owned and non-owned vehicles used in connection with this Agreement.
8 D. PROFESSIONAL LIABILITY INSURANCE:
9 If the Borrower employs licensed professional staff (e.g., Ph.D., R.N., L.C.S.W.,
10 M.F.C.C., Engineer, Architect) in providing services, Professional Liability Insurance with limits of not less
11 than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) annual aggregate
12 is required.
13 E. WORKER'S COMPENSATION INSURANCE:
14 A policy of Worker's Compensation Insurance as may be required by the California
15 Labor Code.
16 Borrower hereby waives its right to recover from County, its officers, agents, and
17 employees any amounts paid by the policy of worker's compensation insurance required by this
18 Agreement. Borrower is solely responsible to obtain any endorsement to such policy that may be
19 necessary to accomplish such waiver of subrogation, but Borrower's waiver of subrogation under this
20 paragraph is effective whether or not Borrower obtains such an endorsement.
21 Within thirty (30) days of the date the Borrower signs this Agreement, the Borrower
22 will provide certificates of insurance and endorsement as stated above for all of the listed policies, as
23 required herein, to the County of Fresno, Community Development Division, Program Manager,
24 Affordable Housing Programs, 2220 Tulare Street, 6'h Floor, Fresno, CA 93721, stating that such
25 insurance coverages have been obtained and are in full force; that the County of Fresno, its officers,
26 agents and employees will not be responsible for any premiums on the policies; that for such worker's
27 compensation insurance the Borrower has waived its right to recover from the County, its officers, agents,
28 and employees any amounts paid under the insurance policy and that waiver does not invalidate the
15
1 insurance policy; that such Commercial General Liability Insurance names the County of Fresno, its
2 officers, agents and employees, individually and collectively, as additionally insured, but only insofar as
3 the operations under this Agreement are concerned; that such coverage for additional insured shall apply
4 as primary insurance and any other insurance, or self-insurance, maintained by the County, its officers,
5 agents and employees, shall be excess only and not contributing with insurance provided under the
6 Borrower's policies herein; and that this insurance shall not be cancelled or changed without a minimum
7 of thirty (30) days advance, written notice given to the County.
8 In the event the Borrower fails to keep in effect at all times insurance coverage as
9 herein provided, the County may, in addition to other remedies it may have, suspend or terminate this
10 Agreement upon the occurrence of such event.
11 All policies will be with admitted insurers licensed to do business in the State of
12 California. Insurance purchased will be purchased from companies possessing a current A.M. Best, Inc.
13 rating of A FSC VII or better.
14 F. BOND INSURANCE:
15 Borrower acknowledges as a condition of receiving County HOME funds that the
16 Borrower shall obtain a performance bond and a labor and materials (payment) bond, in the amount of
17 one hundred percent (100%) of the construction contract sum, prior to the execution of all HOME loan
18 documents and related documents. These bonds shall comply with the requirements of California Civil
19 Code Section 3248. The bonds shall be in recordable form, and shall name such parties as indicated by
20 Borrower as co-obligees or assignees. Borrower understands and acknowledges that the aforementioned
21 requirements for both bonds are a condition precedent to Borrower's receipt of any County HOME funds
22 and Borrower's failure to procure such bonds shall be considered a material breach of this Agreement.
23 IX. GENERAL REQUIREMENTS AND POLICIES
24 A. LOAN DISBURSEMENT
25 1. Amount: The total amount of HOME funds available to be loaned for the Project
26 shall not exceed the total sum of Nine Hundred Eighty Thousand Dollars ($980,000).
27 2. Disbursement Requests
28 a. The Borrower will submit written requests to the County for loan
16
1 disbursements to pay actual costs incurred in the performance of this Agreement. Any such request for
2 disbursement from HOME loan funds will be accompanied by a written certification from the Borrower
3 that the request for disbursement is consistent with the amount of work that has been completed, and
4 that to the best of the Borrower's knowledge, the work is in accordance with this Agreement.
5 b. Requests for disbursement shall be accompanied by supporting
6 documentation acceptable to the County detailing the items comprising the total sought to be reimbursed,
7 such as invoices or vouchers for services or materials purchased, contractors' costs or other costs
8 chargeable to the Project. After appropriate review and progress inspection, the County shall make
9 disbursements to the Borrower from HOME loan funds provided in this Agreement for all verified eligible
10 costs specified herein. The Project's proposed disbursement schedule is provided in Attachment E to this
11 Agreement, which is incorporated herein by reference. A ten percent (10%) retention of the total loan
12 amount of Nine Hundred Eighty Thousand Dollars ($980,000) will be held back from disbursement, to be
13 disbursed thirty-five (35) days after the Notice of Completion has been filed with the County Recorder's
14 Office. A copy of the Notice of Completion must accompany the request for disbursement of the retained
15 funds.
16 C. All requests for disbursement and supporting documentation shall be sent
17 to:
18 Department of Public Works and Planning
Community Development Division
19 Program Manager, Affordable Housing Programs
2220 Tulare Street, 6'h Floor
20 Fresno, CA 93721
21
22 d. The County shall not be obligated to make any disbursement of funds for
23 the Project under this Agreement if the request for disbursement is submitted by the Borrower more than
24 sixty (60) days after the Notice of Completion has been filed with the County Recorder's Office. The
25 Director of the Department of Public Works and Planning, or his designee, prior to the deadline, may
26 grant an extension to the sixty (60) day period, if the Borrower can demonstrate just cause for the delay.
27 3. All requests for disbursements will be processed via Special Run check processing
28 or a wire transfer, as determined by the County and processed by the County's Auditor-
17
I Control ler/Treasurer-Tax Collector ("ACTTC").
2 4. Outside Agreements: The County will not be bound by any agreement between
3 the Borrower and any of its partners, agents, employees or subcontractors. The County will be bound
4 only by the terms of this Agreement. It is understood and agreed by the parties hereto that no third party
5 beneficiary status or rights are created by or under this Agreement, and that no other person, firm,
6 corporation, or entity shall be deemed a third party beneficiary of this Agreement.
7 5. The Borrower will establish accounting and bookkeeping procedures in
8 accordance with GAAP and standard bookkeeping practices, including, but not limited to, employee
9 timecards, payrolls and other records of all transactions to be paid with HOME loan funds, in accordance
10 with the performance of this Agreement. All records and accounts will be available for inspection by the
11 County, the State of California, the Federal government, and if applicable, the Comptroller General of the
12 United States or any of their duly authorized representatives, at all reasonable times for a period of at
13 least five (5) years following the term of this Agreement or the closure of all other related pending matters,
14 whichever is later. The borrower will certify accounts when required or requested by the County.
15 B. AUDITS
16 The Borrower is required to comply with the provisions of the Single Audit Act of 1984
17 (31 USC Sections 7501 et seq.), as amended. Whenever the Borrower receives HOME loan funds from
18 the County for a project, a copy of any audit performed by the Borrower in accordance with said Act shall
19 be forwarded to the Affordable Housing Programs Manager within nine (9) months of the end of any fiscal
20 year in which loan funds were distributed, borrowed, and/or outstanding for the Project. Failure to perform
21 the requisite audit functions as required by this paragraph may result in the County performing any
22 necessary audit task or, at the County's option, contracting with a public accountant to perform the audit.
23 All audit costs related to the Borrower's failure to perform the requisite audit are the sole responsibility of
24 the Borrower, and such audit work costs incurred by the County shall be billed to the Borrower as
25 determined by the County's ACTTC. The Borrower agrees to take prompt and appropriate corrective
26 action on any instance of material non-compliance with applicable laws and regulations.
27 C. INDEMNIFICATION
28 The Borrower will indemnify, save, hold harmless, and at the County's request, defend
18
1 the County, its partners, officers, agents, and employees from and against any and all costs and
2 expenses (including attorney's fees and costs), damages, liabilities, claims and losses whatsoever
3 occurring or resulting to the County in connection with the performance, or failure to perform, by the
4 Borrower, its partners, officers, agents, employees, or any persons, firms, or corporations furnishing or
5 supplying work, services, materials, or supplies in connection with the performance of this Agreement,
6 and from any and all claims and losses occurring or resulting to any person, firm, or corporation who may
7 be injured or damaged, including damage, injury, or death arising out of or connected with the
8 performance, or failure to perform, of the Borrower, its partners, officers, agents or employees under this
9 Agreement.
10 The provisions of this Section IX(C) shall survive termination of this Agreement.
11 D. TIME OF PERFORMANCE
12 1. The term of this Agreement will commence on the date upon which this Agreement
13 is executed by the County, and will expire when the Period of Affordability ends, twenty (20) years after
14 the date the Project is completed and closed in IDIS, or when the loan of Nine Hundred Eighty Thousand
15 Dollars ($980,000), and such other amounts, including but not limited to liquidated damages, if applicable,
16 as set forth in the Promissory Note, have been repaid, and the Deed of Trust has been reconveyed,
17 whichever is later.
18 2. The Project, as described in Section I, herein, will commence on the day the
19 Agreement is executed by the County, and construction completed within eighteen (18) months of the
20 construction start date.
21 3. The following schedule shall apply to the Project:
22 a. Award of Tax Credit Allocation Committee (TCAC) funding:
23 June 2019
24 b. Provide all necessary documents to execute loan documents by:
25 November 2019
26 C. All other funding sources secured by: November 2019
27 d. Begin Construction: December 2019
28 e. Record Notice of Completion: June 2021
19
1 f. Project leased up: October 2021
2 4. The Borrower will give immediate written notification to the Director of the County
3 Department of Public Works and Planning, or his designee, of any events that occur, which may affect
4 the Project Schedule and completion date noted above, or any event that may have significant impact
5 upon the Project, or affect the attainment of the Project's objectives. The Project's proposed schedule is
6 provided in Attachment F to this Agreement, which is incorporated by this reference. The Director of the
7 County Department of Public Works and Planning, or his designee, is authorized to make adjustments in
8 the Project schedule if, in the Director's or his designee's judgment, the delays are beyond the control of
9 the parties involved.
10 E. BREACH OF AGREEMENT
11 In the event the Borrower fails to comply with any of the terms of this Agreement, the
12 County may, at its option, deem the Borrower's failure to be a material breach of this Agreement, and
13 utilize any of the remedies set forth in 24 CFR § 85.43, or that it deems appropriate. Should the County
14 deem a breach of this Agreement to be a material breach, the County will immediately be relieved of its
15 obligations to make further loan disbursements as provided herein. Termination of this Agreement due
16 to breach will not, in any way whatsoever, limit the rights of the County in seeking any other legal relief
17 in a court of law or equity, including the recovery of damages. In addition to the Agreement being
18 terminated by the County in accordance with a material breach of this Agreement by the Borrower, the
19 County, in accordance with 24 CFR § 85.44, may also terminate this Agreement for convenience.
20 F. TERMINATION
21 1. Non-Allocation Of Funds: The terms of this Agreement, and the funds provided
22 thereunder, are contingent on the award and/or commitment of funds by HUD to the County, and to the
23 award and/or commitment of funds to the Project by the Sources of Funds identified in Attachment B of
24 this Agreement. Should HUD fail to award funds to County, or should the County determine, in its sole
25 discretion, that sufficient funds have not been allocated by the other sources of funds to complete the
26 development of the sixty-one (61) units comprising the Project, the County may terminate this Agreement
27 at any time without penalty by giving the Borrower thirty (30) days advance written notice, and the
28 Borrower shall promptly repay to the County any and all HOME loan funds previously paid, pursuant to
20
1 all applicable laws and regulations.
2 2. Termination For Convenience: This Agreement may also be terminated for
3 convenience by the County, in accordance to the requirements of 24 CFR § 85.44. In the event the
4 County terminates this Agreement solely for convenience, the Borrower promptly shall repay to the
5 County any and all HOME loan funds, pursuant to all applicable laws and regulations. However, in the
6 event of termination, the County, at its sole discretion, may negotiate with the Borrower alternate terms
7 of repayment of HOME loan funds
8 3. For Cause- The County may elect to terminate this Agreement for cause, as set
9 forth in Paragraph E of this Section IX.
10 G. VENUE: GOVERNING LAW
11 Venue for any action arising out of or relating to this Agreement shall only be in Fresno
12 County, California. The rights and obligations of the parties and all interpretation and performance of this
13 Agreement shall be governed in all respects by the laws of the State of California.
14 H. INDEPENDENT CONTRACTOR
15 In performance of the work, duties, and obligations assumed by the Borrower under
16 this Agreement, it is mutually understood and agreed that the Borrower, including any and all of the
17 partners, officers, agents and employees, will at all times be acting and performing as an independent
18 contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
19 venture, partner, or associate of the County. Furthermore, the County shall have no right to control,
20 supervise or direct the manner or method by which the Borrower shall perform its work and function.
21 However, the County shall retain the right to administer this Agreement so as to verify that the Borrower
22 is performing its obligations in accordance with the terms and conditions thereof. The Borrower and the
23 County shall comply with all applicable provisions of law and the rules and regulations, if any, of
24 governmental authorities having jurisdiction over matters of the subject thereof.
25 Because of its status as an independent contractor, the Borrower shall have absolutely
26 no right to employment rights and benefits available to County employees. The Borrower shall be solely
27 liable and responsible for providing to, or on behalf of, its employees all legally required employee
28 benefits. In addition, the Borrower shall be solely responsible and save the County harmless from all
21
1 matters relating to payment of the Borrower's employees, including compliance with Social Security
2 withholding, and all other laws and regulations governing such matters. It is acknowledged that during
3 the term of this Agreement, the Borrower may be providing services to others unrelated to the County or
4 to this Agreement.
5 I. MODIFICATION
6 Any matters of this Agreement may be modified from time to time by the written
7 consent of all parties without, in any way, affecting the remainder.
8 J. NON-ASSIGNMENT
9 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
10 duties under this Agreement without the written consent of the other party. Any transfer or assignment
11 without the County's prior consent shall be voidable and, at the County's sole discretion, shall constitute
12 a material breach of this Agreement. No consent to any assignment shall constitute a further waiver of
13 the provisions of this Section IX(J).
14 K. AUTHORIZATION AND NOTICES
15 1. County Authority: The Director of the County's Department of Public Works and
16 Planning, or his duly authorized designee, at his discretion, is hereby authorized to enter into and sign in
17 the name of the County, all loan documents, security documents and other related documents, and any
18 amendments thereto, subject to the prior review and approval of County Counsel and the Auditor-
19 Controller/Treasurer-Tax Collector, as shall be necessary for the purpose of developing the Project as
20 described in Section I of this Agreement. Additionally, in the County's experience, changes in
21 circumstances frequently occur that require a quick response from the County, otherwise the project
22 and/or its financing may fail. In such cases, where the County's response is time-sensitive, the Director,
23 or his duly authorized designee, hereby is authorized, but not required, to consent to the following matters
24 in the name of the County, subject to the prior review of County Counsel and the Auditor-
25 Controller/Treasurer-Tax Collector: (1) changes to Attachments to this Agreement that do not alter the
26 terms of the Agreement or substantively alter the scope of the Project; (2) non-substantive changes to
27 the scope of the Project, so long as the Director or his designee determines that the Project remains
28 eligible under the Federal HOME regulations; (3) changes of funding sources from those specific other
22
1 entities named in Attachment B, so long as the Director or his designee determines that the Project
2 remains eligible under the Federal HOME regulations and this Agreement; (4) changes of the specific
3 dollar amounts set forth in Attachment B coming from other entities, or the total thereof, provided the total
4 monies coming from the County under this Agreement do not increase, and further provided that the
5 Director or his designee determines that the Project remains viable, is fully funded, and eligible under the
6 Federal HOME regulations and this Agreement; (5) to sign subordination documents solely in order to
7 facilitate the placement of permanent financing, and only within the first two years after the Notice of
8 Completion is recorded; and (6) terminate the Agreement if it has been determined that the Borrower is
9 not able to acquire the funds necessary to meet the terms described in the Agreement.
10 2. Borrower Authority: The Administrative General Partner of WP Gateway Villas
11 Apartments, LP, has authority to enter into and sign this Agreement, and the loan, security and all other
12 related documents, and any amendments thereto on behalf of the Partnership, as shall be necessary for
13 the purpose of borrowing the funds to develop the Project as described in Section I herein.
14 3. The persons and their addresses having authority to give and receive notices
15 under this Agreement include the following:
16 County:
County of Fresno
17 Department of Public Works and Planning
Community Development Division
18 Attention: Manager, Affordable Housing Programs
2220 Tulare Street, 6th Floor
19 Fresno, CA 93721
20 Borrower:
WP Gateway Villas Apartments, LP
21 c/o Willow Partners, LLC
310 N. Westlake Blvd., #210
22 Westlake Village, CA 91362
Attention: Amelia Ross
23
Copy to: Mechanic's Bank
24 Riverlakes Branch
3800 Riverlakes Drive
25 Bakersfield, CA 93312
Attention: Community Development Finance
26
And: Law Offices of Patrick R. Sabelhaus
27 1006 4th Street
Sacramento, CA 95814
28 Attention: Steve Strain
23
1 And CREA Kimerly Park, LLC
c/o CREA, LLC
2 30 S. Meridian Street, Suite 400
Indianapolis, Indiana 46204
3 Attention: Asset Management
1 And: Applegate & Thorne-Thomsen, P.C.
425 S. Financial Place, Suite 1900
5 Chicago, Illinois 60605
Attention: Warren P. Wenzloff
6
And: California USDA
7 3800 Cornucopia Way, Suite E
Modesto, CA 95358
8 Attention Yolanda Hauser
9 And Bonneville Mortgage Company
111 Main, Suite 1600
10 Salt Lake City, UT 84111
11 And: Central Valley Coalition for Affordable Housing
3351 M Street, Suite 100
12 Merced, CA 95348
Attention: Christina Alley, Chief Executive Officer
13
'14 L ENTIRE AGREEMENT
15 This Agreement constitutes the entire Agreement between the Borrower and the
16 County with respect to the subject matter hereof, and supersedes all previous discussions, negotiations,
17 proposals, commitments, writings, advertisements, publications and understandings of any nature
18 whatsoever unless expressly included in this Agreement.
19 M. EFFECTIVE DATE
20 The effective date of this Agreement shall be the date upon which it is executed by the
21 County. The County shall place the day and month upon which it signs this Agreement on Page 1, in the
22 space provided.
23 N. DISCLOSURE OF SELF-DEALING TRANSACTIONS
24 This provision is only applicable if the Borrower is operating as a corporation (a for-
25 profit or non-profit corporation) or if, during the term of this Agreement, the Borrower changes its status
26 to operate as a corporation.
27 Members of the Borrower's Board of Directors shall disclose any self-dealing
28 transactions that they are a party to while the Borrower is providing goods or performing services under
24
1 this Agreement. A self-dealing transaction shall mean a transaction to which the Borrower is a party, and
2 in which one or more of its directors has a material financial interest. Members of the Board of Directors
3 shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-
4 Dealing Transaction Disclosure Form (Exhibit 1), and submitting it to the County prior to commencing
5 with the self-dealing transaction or immediately thereafter.
6 /ll
7
8 /lI
9
10 111
11 /ll
12 /ll
13
14
16'- :'
17
18 /ll
19 /ll
20 111
21
22
23
24 111
25
26 Ill
27
28 Ill
25
1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.
2
3 WP GATEWAY VILLAS APARTMENTS, LP, COUNTY OF FRESNO
A California limited partnership
4 By: its Administrative General Partner
5
By:
6 G. Davi l Nathan Magsig, Chairman of the Board
of Supervisors of the County of Fresno
7
Date: I « Date:
8 T�
9 ATTEST:
Bernice E. Seidel
10 Clerk of the Board of Supervisors
County of Fresno, State of California
11
12 By:_ ,D
Deputy
13
14 REMIT TO:
FUND NO: 0001 WP Gateway Villas Apartments, LP
15 SUBCLASS NO: 10000 Attention: G. Davis Slajchert,
ORG NO.: 55122008 Managing Member
16 ACCOUNT NO.: 7295 310 N. Westlake Blvd., Suite 210
Westlake Village, CA 91362
17 Telephone: (805) 379-8555
18
19
20
21
22
23
24
25
26
27
28
26
ATTACHMENT A
Unit Mix and Rent Schedule
TOTAL UNITS (61
Rent Number Unit Max Gross Utility Net
Unit Type Level of Units Sq.Ft, HOME Rent Allowance Rent
Rent
2 Bedroom 30% 3 899 730 437 68 369
2 Bedroom 40% 3 899 730 1 583 68 515
2 Bedroom 50% 15 899 730 729 68 661
2 Bedroom 60% 9 899 929 874 68 806
3 Bedroom 30% 3 1061 842 505 87 418
3 Bedroom 40% 3 1061 842 673 87 586
3 Bedroom 50% 15 1061 842 842 87 755
3 Bedroom 60% 9 1061 1065 1010 87 923
3 Bedroom Manager 1 1400 N/A N/A NIA N/A
Total 61
Maximum HOME Allowable Rent
HOME UNITS (11)
Unit Type Rent Number Unit Max HOME Gross Utility Net
Level of Units Sq.Ft. Rent Rent Allowance Rent
2 Bedroom 30% 2 899 730 _ 437 68 369
2 Bedroom 40% 2 899 730 583 68 515
2 Bedroom 50% 1 899 730 729 68 661
3 Bedroom 30% 2 1061 842 505 87 418
3 Bedroom 40% 2 1061 842 673 87 586
3 Bedroom 50% — 2 1061 842 842 87 755�
Total 11
ATTACHMENT B
Sources and Uses of Funds are anticipated as follows:
Sources of Funds
1. Construction Loan $11,760,000
2 County of Fresno HOME Loan Funds $980,000
3. City of Kerman Land Donation $1,310,000
4. :�;Yry.tnan Fee Waiver $612.848
5. D, '=to,;'Lt wl:!Deferred Costs) $113,139
6. Developer Fee $1,170,981
7. 'Yax Credit Equity $1,533,835
Total Sources $17,480,803
Uses of Funds
1. Acquisition Costs $1,310,000
2. Construction Costs $12,535,352
3. Financing Costs $870,628
4. Operating Reserves $153,139
5. Soft Costs and Development Fees $2,611,684
Total Project Cost $17,480,803
ATTACHMENT C
SECTION 3 REQUIREMENTS
A The work to be performed under this Agreement 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 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 AWARDI
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 hires and contractors will be provided to the County
along with any back up documentation requested prior to execution of contract.
Complete for Staffing:
A. How many new full time (permanent, temporary, seasonal) positions will be needed on this
project?
B. How many new employment training positions will be created?
C. If New Hires and Employment Training will take place, how many positions are projected to be
filled by local low income area residents? (see goal below).
If new hires or employment training are anticipated then Contractor must provide copies of
outreach efforts, any preferences given, and any actual Section 3 hires completed. If there
were no Section 3 residents hired or the goals were not met, then an explanation of why this
happened will be provided.
D. If new hires or training were made available, did Contractor reach 30% Section 3 goal/target?
See attached chart with list of all New Hires/Transfers for this Project
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
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%
Size
1 $ 13,650 $ 22,700 $ 27,240 $ 29,490 $ 36,300
2 $ 15,600 $ 25.950 $ 31,140 $ 33,710 $ 41,500
3 $ 17,550 $ 29,200 $ 35,040 $ 37,940 $ 46,700
4 $ 19,450 $ 32,400 S 38,880 $ 42,120 $ 51,850
5 $ 21,050 $ 35,000 $ 42,000 $ 45,500 $ 56,000
6 $ 22,600 $ 37,600 $ 45,120 $ 48,870 $ 60,150
7 $ 24,150 $ 40,200 $ 48,240 $ 52,240 $ 64,300
8 $ 25,700 $ 42,800 $ 51,360 $ 55,610 $ 68,450
Check Box If Above $68,450
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 Are 51% of the business owners qualified Section 3 Residents?
If YES stop, if NO proceed
2. Are at least 30% of the employees Section 3 Residents (or were they when they started less
three years ago)?
If YES stop, if NO proceed.
3. Will the business subcontract more than 25% of the proposed work under the contract to
business concerns that meet the qualification set forth in number 1 & 2 above?
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 Project Work Force Breakdown
Number
Total No. Positions Number of of
Job Positions Needed Occupied by Positions not Positions
Category for Project Permanent Occupied filled with
Employees 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 1 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:
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ATTACHMENT E
Project Disbursement Schedule
Gateway Villas Apartments
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 $245,000 $24,500 S220,500
(First construction draw)
3 25% of Total Loan Amount $245,000 $24,500 $220.500
4 25% of Total Loan Amount $245,000 $24,500 $220,500
5 25% of Total Loan Amount $245,000 $24,500 $220,500
_ Total Amounts $980,000 $98,000 $882,000
Retention Amount
(pay 35 days after the recordation $98,000
of the Notice of Completion)
ATTACHMENT F
Gateway Villas Apartments
PROJECT TIMELINE
TCAC Application Mar-19
TCAC Award Jun-19
lding Bui Permits _ Nov-19
Loan Documents Nov-19
Construction Start Dec-19
Market Units Oct-20
Construction Complete Jun-21
Lease U Complete Oct-21
Permanent Loan Closing Apr 22
EXHIBIT 1
SELF-DEALING TRANSAC11ON 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
Signatur Date:
e:
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