HomeMy WebLinkAboutAgreement A-24-029 with Cherry Crossing L.P..pdf 23-1181
Agreement No. 24-029
1 HOME AGREEMENT
2
3 THIS HOME AGREEMENT ("Agreement") is made this 9th day of January , 2024, by
4 and between the County of Fresno, a political subdivision of the State of California ("County") whose
5 address is 2220 Tulare Street, 6t" Floor, Fresno, CA 93721 and Cherry Crossing, L.P., a California
6 limited partnership ("Partnership", "Borrower", or "Owner") consisting of Cherry Crossing LLC, a
7 California limited liability company as the Managing General Partner, whose sole member is Self-Help
8 Enterprises, Inc., a California non-profit public benefit corporation, whose address is 8445 W. Elowin
9 Court, Visalia, CA 93291.
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, through Self-Help Enterprises, Inc. which is a County-certified CHDO,
23 has applied to the County for HOME funds to assist with the development of eleven (11) units in Cherry
24 Crossing I ("Project"), which will be affordable to very-low and low-income households;
25 WHEREAS, the Borrower requested a loan of One Million Dollars ($1,000,000) from the County
26 of Fresno HOME Program to assist with the construction of the Project, a seventy-two unit (72) rental
27 housing development, of which seventy-one (71) units will be restricted, and affordable to very low and
28 low-income persons, with eleven (11) units of the seventy-one (71) affordable units funded by, and
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1 subject to, the County's Federal HOME funds ("HOME-assisted");
2 WHEREAS, the County has One Million Dollars ($1,000,000) available from its Federal HOME
3 grant funds to loan to the Borrower for the Project;
4 WHEREAS, the County has determined the Borrower has the capacity to develop the Project,
5 and the Project has been determined to meet HOME requirements for funding;
6 WHEREAS, the Project will increase the supply of affordable rental housing units in Fresno
7 County for households earning no more than sixty percent (60%) of the Area Median Income (AMI), as
8 reported annually by the U.S. Department of Housing and Urban Development (HUD);
9 WHEREAS, the total estimated Project cost is Thirty-Seven Million, One Hundred Ninety-Nine
10 Thousand, Four Hundred Seventy-Nine Dollars ($37,199,479), and the Borrower has obtained, or will
11 obtain, other funding commitments apart from the County HOME loan to complete the financing for the
12 Project; and
13 WHEREAS, the Project is consistent with the County's Consolidated Plan and the City of Sanger
14 General Plan.
15 NOW, THEREFORE, in consideration of their promises as hereinafter set forth, the Borrower and
16 the County agree as follows:
17 I. PROJECT SPECIFICATIONS, FUNDING, AND PROJECT CLOSEOUT
18 A. DESCRIPTION
19 1. The Project consists of the acquisition and construction of seventy-two (72)
20 new multi-family rental housing units, of which seventy-one (71) units will be restricted, and affordable to
21 very low and low-income households. The Project will result in the construction of a total of seventy-one
22 (71) new affordable multi-family rental housing units, of which eleven (11) units shall be HOME-assisted,
23 and shall satisfy HOME occupancy requirements for no less than the required HOME Period of
24 Affordability ("Period of Affordability"). The Period of Affordability will be fifty-five (55)years, beginning on
25 the date the Project is completed and closed in HUD's Integrated Disbursement & Information System
26 (IDIS). The Project's HOME-assisted units include a mix of three (3) 1-bedroom units, four(4)2-bedroom
27 units, and four (4) 3-bedroom units.
28 2. The Project will provide new rental housing units that will be affordable to
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1 households earning no more than sixty percent (60%) of AMI for Fresno County, except one (1)
2 manager's unit that will be unrestricted, as reported annually by HUD. The eleven (11) HOME-assisted
3 units will have rents, including any tenant-paid utilities, at or below the HOME rent limits for the duration
4 of the Period of Affordability("HOME Rent"). The Project shall meet the requirements of 24 CFR§92.252,
5 relating to rent limitations.
6 3. Attachment A to this Agreement, which is incorporated by this reference,
7 provides a detailed breakdown of the Project unit mix for the seventy-one (71) units; this includes the
8 eleven (11) HOME-assisted units, composed of three (3) 1-bedroom units, four(4) 2-bedroom units, and
9 four (4) 3-bedroom units. Affordability for the eleven (11) HOME-assisted units must follow the AMI and
10 the Rents for Fresno County, as reported annually by HUD, and as described in Attachment A. All eleven
11 (11) units shall float within the Project as necessary to ensure compliance with the HOME Rent and
12 occupancy requirements. The eleven (11) HOME-assisted units must at a minimum be the approximate
13 square footage designated, or larger.
14 B. LOCATION
15 The Project site assessed for environmental impacts consists of two adjoined
16 parcels with a combined size of 5.69 acres. The Project will be developed on the southern parcel of 3.29
17 acres, located at the northeast corner of Cherry and Sanger Avenues in Sanger, CA(the "Property") and
18 will consist of three (3) 2-story residential structures, two (2) 3-story residential structures, and one (1)
19 3,888 square foot community center.
20 C. SECURITY
21 The County shall record the HOME Regulatory Agreement and Declaration of
22 Restrictive Covenants ("Regulatory Agreement"),which will include deed restrictions against the Property
23 that detail the HOME Rent limits and the tenant income limits for the HOME-assisted units, as determined
24 by HUD annually, for the specified Period of Affordability (see Section I, Subsection A(1)). The County or
25 applicable title company will provide a copy of the recorded Regulatory Agreement to the Borrower.
26 D. TERM
27 1. The term of this Agreement shall commence on the day this Agreement is
28 executed by the County and shall expire when all three (3) of the following conditions are met:
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1 a. The Affordability Period has ended;
2 b. The HOME loan and other such amounts, including but not limited
3 to liquidated damages (if applicable), as set forth in the
4 Promissory Note have been repaid; and
5 c. The Deed of Trust securing the HOME loan has been reconveyed.
6 For administrative and recordkeeping purposes, the County shall use the
7 estimated end date of January 09, 2083 unless later modified.
8 2. The Director of the County's Department of Public Works and Planning is authorized to
9 amend in writing the end date of this Agreement's Term in the County's system of record in the
10 following circumstances:
11 a. Following the completion and close-out of the construction
12 phase, including the Project being closed out in the IDIS
13 database, the end date of this Agreement shall be modified by
14 the County's Department of Public Works and Planning to
15 align with the actual end date of the Affordability Period, which
16 is dependent upon the date the Project is closed in IDIS.
17 b. In the event the end date in the County's system of record is
18 expected to pass in the next sixty (60) days, but not all three
19 (3) conditions described in Section I, subsection D(1) have
20 been satisfied, the end date of this Agreement shall be
21 modified by the County's Department of Public Works and
22 Planning to reflect a reasonably anticipated end date.
23 3. In the event this Agreement's end date is modified in the County's system of record, the
24 County's Department of Public Works and Planning shall document the reason for modifying the end
25 date and provide written notice to the Borrower and those identified in Section IX, subsection K(3). Said
26 written notice shall become part of this Agreement by reference.
27 E. BUILDING REQUIREMENTS
28 1. All aspects of the building construction will meet or exceed the County's
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1 Affordable Housing Programs Construction/Rehabilitation Standards and the International Energy
2 Conservation Code, and must comply with all applicable local building codes.
3 2. The Borrower, with respect to activities caried out under this Project, shall
4 comply and ensure compliance with all applicable laws and requirements for HOME, and all applicable
5 requirements and assurances of the County's most recent agreement with HUD for HOME, as may be
6 amended from time to time, attached hereto as Attachment B — Federal Grant Agreement and
7 Assurances and incorporated herein by reference. The Borrower and its CHDO shall comply with all
8 requirements affecting projects sponsored by a Community Housing Development Organization
9 throughout the Affordability Period. By signing this Agreement, the Borrower acknowledges it has been
10 made aware of and agrees to comply with all conditions of the County's Federal Grant Agreement and
11 Assurances with HUD and the applicable Federal requirements governing the use of funds during
12 construction and the requirements in effect for the duration of the Affordability Period.
13 3. Rental Property Standards: The Project shall meet the requirements of 24
14 CFR § 92.251(a) and (f) relating to property standards (including but not limited to accessibility, disaster
15 mitigation, and broadband infrastructure), and all applicable State and local housing code requirements
16 for the duration of this Agreement, and any modifications or amendments or successor agreements
17 thereto. Once constructed, the Project shall also maintain compliance including but not limited to HUD's
18 National Standards for the Physical Inspection of Real Estate (NSPIRE) Final Rule at 24 CFR 5.703, as
19 may be amended from time to time, and any successor standards.
20 4. Accessibility Standards: The Project shall meet the requirements of 24 CFR
21 § 8.22 relating to handicap accessibility. A minimum of eleven (11) of the seventy-one (71) units will be
22 accessible to those with mobility impairments; a minimum of eight (8) additional units will be accessible
23 to those with auditory and/or visual impairments, for a minimum total of 19 accessible units.
24 F. BUDGET
25 1. This Agreement does not provide the Borrower any legal claim to any
26 amount of HOME loan funds to be used for the specific project or site unless, and until, the Project site
27 has received environmental clearance, received authorization from HUD to use grant funds, and has met
28 the other terms of this Agreement.
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1 2. The total preliminary Project budget estimate is $37,199,479. The
2 proposed work to be funded with County HOME loan funds for the development of the eleven (11) multi-
3 family rental housing units in the Project is as follows:
4 Expenses to be paid with HOME loan funds:
5 Construction Costs $1,000,000
6 TOTAL HOME loan funds $1,000,000
7 Notwithstanding the estimates described in the above preliminary Project budget, disbursements for the
8 eleven (11) HOME-assisted units in the Project from HOME loan funds will be based on the actual costs,
9 and shall not exceed the total amount of One Million Dollars ($1,000,000). Disbursement of HOME funds
10 is subject to approval and execution of loan, security, and related documents acceptable to the County,
11 in its sole discretion.
12 G. FUNDING
13 1. Notwithstanding any other provision of the Agreement, the parties hereto
14 agree and acknowledge that this Agreement does not constitute a commitment of loan funds or site
15 approval, and that such "commitment of loan funds" or approval may occur only upon satisfactory
16 completion of the environmental review of the Project, and receipt by the County of a Release of Funds
17 from HUD under 24 CFR§ 58. In addition, no commitment of loan funds will be made until all requirements
18 contained in this Agreement or any other loan, security, or other related documents are met by the
19 Borrower, as determined by the County. The parties further agree that the loan of any funds to the Project
20 is conditioned upon the County's determination to proceed with, modify, or cancel the Project based on
21 the results of the Project's environmental review, as specified in Section III of this Agreement. The County
22 will give written notification to the Borrower when these requirements have been met.
23 2. Attachment C to this Agreement, which is incorporated by this reference,
24 lists the potential sources and proposed funding amounts for the Project. With the exception of County
25 HOME funds, these sources and/or the amounts are subject to change. Notwithstanding the funding
26 sources and amounts identified in Attachment C, disbursements for the Project from HOME loan funds
27 will be contingent upon reliable evidence acceptable to the County, in its sole discretion, that the Borrower
28 has obtained all funding necessary to meet the total Project cost. In addition, the Borrower may not award
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1 the Project until the County has received authorization from HUD to use the grant funds, as described in
2 subsection F(1) of this Section I.
3 H. CHANGES TO PROJECT
4 The Borrower will give written notification to the County Department of Public
5 Works and Planning, Community Development Division, of any event that changes the scope of the
6 Project and/or the funding sources. The Director of the Department of Public Works and Planning, or his
7 designee, at his discretion, is authorized to approve such minor changes provided the Director or their
8 designee determines that such changes do not alter the maximum amount of HOME loan funds allocated
9 to the Project, or the Project's eligibility under the Federal HOME regulations, as more fully set forth in
10 Section IX, subsection K of this Agreement.
11 I. LABOR COMPLIANCE
12 The Borrower shall verify in SAM.gov that the Project's general contractor has not
13 been debarred or suspended from participating in Federal projects, in accordance with Section IV,
14 subsection B(5)of the Agreement. The Borrower will maintain written documentation that this requirement
15 has been met by saving the SAM.gov search results as a PDF prior to execution of a written agreement
16 with the general contractor.
17 Borrower shall provide County with at least ten (10) days' notice of the pre-
18 construction meeting between the Borrower and any project or construction management company
19 contracting with the Borrower (whether those construction contractors are contracting directly with the
20 Borrower or indirectly through the Borrower's project or construction management company) to discuss
21 labor compliance requirements for the Project. The Borrower affirms that County may monitor Project
22 records and conduct field reviews to ensure that labor compliance and other conditions of this Agreement
23 have been met.
24 J. PROJECT CLOSEOUT
25 Borrower shall provide County will all information needed to facilitate the Project's
26 closeout in IDIS, including the information listed in Attachment D, attached hereto and by this reference
27 incorporated herein.
28
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1 II. OBLIGATIONS OF THE COUNTY
2 A. FUNDING
3 1. The County shall reserve up to, but not more than, One Million Dollars
4 ($1,000,000) from the County's allocation of Federal HOME Program funds for the Project. All funds will
5 be paid to the Borrower in accordance with Section IX, subsection A of this Agreement, subject to the
6 requirements of all applicable Federal and State statutory and regulatory requirements. Notwithstanding
7 changes in the funding sources and amounts identified in Attachment C, disbursements for the Project
8 from HOME Program funds will be contingent, along with the requirements listed in Section IX, subsection
9 A, below, upon the County's receipt, review, and approval of highly reliable evidence acceptable to the
10 County, in its sole discretion, showing that the Borrower has obtained, or will obtain, all funding to meet
11 the Project development costs. Evidence may include, but shall not be limited to, funding commitments
12 and/or loan documentation from other lenders, and/or documents regarding tax credit allocation
13 commitments.
14 2. The fees described below in Section IV, subsection D of this Agreement
15 were included and reviewed by the County during the underwriting process. In accordance with 24 CFR
16 92.214(b)(2), all fees charged and collected by County under the provisions of this section shall be treated
17 as applicable credits under 2 CFR 200.406. County shall not pursue the collection of any fees from the
18 Borrower if the expenses were not invoiced or communicated in writing to the Borrower within 150 days
19 of the date they were incurred.
20 B. LOAN DOCUMENTS
21 1. Promissory Note: The County will prepare a Promissory Note for execution
22 by the Borrower in a form and content acceptable to the County, in the County's sole discretion. Said
23 Promissory Note ("Note")will set forth the terms and conditions and plan for repayment of the One Million
24 Dollars ($1,000,000) HOME loan and other fees or charges, including but not limited to liquidated
25 damages, if applicable. HOME loan funds shall be utilized to assist with the construction of eleven (11)
26 units in the seventy-two (72) unit affordable multi-family rental housing complex, of which one (1) unit will
27 be unrestricted. In addition to the Note, HOME loan funds shall be secured with a Deed of Trust recorded
28 against the Property, and other required security instruments, as described more fully below.
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1 2. Deed of Trust: County shall record against the Property a Deed of Trust
2 for the County HOME loan in a form and content acceptable to the County. Said Deed of Trust will be
3 recorded for the purpose of securing repayment of the One Million Dollars ($1,000,000) loan, and will
4 name the County of Fresno, a political subdivision of the State of California, as beneficiary. Said Deed
5 of Trust will be in third lien position during construction and after construction (unless the County provides
6 written approval for a lesser lien position), until the Note described in this Section II is fully repaid. At the
7 time of recordation of the Deed of Trust, the Borrower will have good and marketable fee title to the
8 Project, and there will exist thereon or with respect thereto no mortgage, lien, pledge, or other
9 encumbrance of any character whatsoever, other than those liens approved in writing by the County,
10 liens securing any of the expected financing, or liens for current real property taxes and assessments not
11 yet due and payable.
12 3. HOME Regulatory Agreement and Declaration of Restrictive Covenants:
13 The County will record a HOME Regulatory Agreement and Declaration of Restrictive Covenants
14 ("Regulatory Agreement") signed by the Borrower in a form and content acceptable to the County. Said
15 Regulatory Agreement will impose the requirements of the HOME Investment Partnerships Program, as
16 set forth in the Code of Federal Regulations (24 CFR Parts 91 and 92)for the eleven (11) HOME-assisted
17 units.
18 C. MONITORING
19 1. The County will review requested changes to rents, lease agreement
20 templates, affirmative marketing plans, and other documents needing County's written approval prior to
21 modification in a timely manner.
22 2. The County will provide annually, if needed, the new HUD-determined
23 HOME Rents, the authorized utility allowances by unit size, and the household income limits, adjusted
24 for family size, for the initial year of Project operations, and annually thereafter for the Period of
25 Affordability (as specified in Section I, subsection A(1)).
26 3. The County will inspect the HOME-assisted units and the property in
27 accordance with the HUD requirements in effect at the time of monitoring. If HUD changes the property
28 monitoring standards, County shall provide new standards to Borrower at least 90 days prior to
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1 inspection.
2 4. The County will monitor Borrower's compliance with the requirements of
3 this agreement throughout the affordability period, including insurance.
4 5. The County will discuss, call, or meet with Borrower as much as necessary
5 to support the Project and its ongoing tenancy.
6 III. PROJECT SUBJECT TO ENVIRONMENTAL CLEARANCE and RELEASE OF FUNDS
7 In accordance with Federal HOME regulations, the Borrower may not incur costs to be
8 paid with County HOME loan funds for this Project until the County notifies the Borrower that it has
9 received the Authorization to Use Grant Funds notice (i.e., release of funds) from HUD. The County shall
10 specify in a letter to the Borrower that such notice has been received.
11 Any costs incurred prior to the County's written notification to Borrower that grant funds
12 may be released shall not be reimbursed from the County HOME loan funds, and may jeopardize use of
13 County HOME funds for the Project.
14 IV. OBLIGATIONS OF THE BORROWER
15 A. FUNDING
16 1. The Borrower hereby certifies the authenticity and accuracy of the
17 information provided to the County with regards to the fiscal soundness of the Borrower, and Borrower's
18 capacity to undertake the proposed Project. The Borrower further certifies that it has examined the Project
19 neighborhood market conditions, and determined there is adequate need for the Project.
20 2. The Borrower will provide any and all sums of money in excess of One
21 Million Dollars ($1,000,000) that may be necessary to complete the Project. Prior to disbursement of
22 County HOME loan funds, the Borrower shall secure or obtain firm commitments from other funding
23 sources for any and all sums of money in excess of One Million Dollars ($1,000,000) that may be
24 necessary to complete the Project. The Borrower will provide evidence of such commitments of funds
25 satisfactory to the County, as specified in Section I, subsection F(2) herein. The failure to secure all sums
26 of money in excess of One Million Dollars ($1,000,000) that may be necessary to complete the Project
27 shall be deemed a material breach of this Agreement, as discussed in Section IX, subsection E of this
28 Agreement.
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1 3. The Borrower shall require that all documents with other lenders to the
2 Project include a clause stating all Notice of Default statements be provided to the County, who shall
3 have thirty (30) days, or such longer applicable cure period as set forth in the promissory note, to cure
4 said default. During said cure period, the County shall forbear from taking any action to perfect its default
5 remedies.
6 4. The Borrower will provide matching funds of at least Two Hundred Fifty
7 Thousand Dollars ($250,000) (i.e., twenty-five percent (25%) of the County's HOME loan) to the Project
8 from other non-Federal sources in accordance with 24 CFR § 92.220. The Borrower shall obtain a letter
9 from the County specifying that the conditions of this Section have been met.
10 5. The Borrower acknowledges that in the event the loan is repaid early, the
11 provisions of this Agreement shall remain in effect throughout the Affordability Period.
12 B. DEVELOPMENT
13 1. The Borrower is prohibited from undertaking or committing any funds to
14 physical or choice-limiting actions, including property acquisition, demolition, movement, rehabilitation,
15 conversion, repair, or construction prior to the environmental clearance. A violation of this provision will
16 result in the denial of HOME loan funds under this Agreement.
17 2. Prior to the execution of loan documents, the Borrower will provide the
18 County with a copy of the appraisal establishing the fair market value of the land on which the Project is
19 to be built. Such appraisal shall be performed by a State certified real estate appraiser or other appraiser
20 acceptable to the County.
21 3. The Borrower shall develop and construct the Project as new construction
22 rental housing for households earning no more than sixty percent (60%) of the AMI for Fresno County,
23 as defined by HUD at time of initial occupancy. Additionally, in accordance with 24 CFR § 92.252, rental
24 projects with five (5) or more HOME-assisted rental units must provide a minimum of twenty percent
25 (20%) of the HOME-assisted units for occupancy by very low-income families earning no more than fifty
26 percent (50%) of AMI during the HOME loan term specified in the Note. The HOME loan funds under this
27 agreement, in accordance with HUD regulations, shall not be used for construction costs of the
28 community center or other Project amenities.
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1 4. Prior to award of the construction contract, the Borrower will provide the
2 County an independent cost-estimate for the Project to determine cost-reasonableness, in order to obtain
3 from the County written approval of the contractor, the award, amount of the contract, and the final Project
4 budget. Prior to the date the work is to begin, the Borrower will provide both the contractor and the County
5 with a copy of the Notice to Proceed.
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 E to this Agreement, which is incorporated
15 by 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 Sanger. 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. AHP2094, which is incorporated herein by reference.
24 C. LOAN DOCUMENTS
25 1. Prior to execution of the County's loan documents, the Borrower shall
26 submit to the County all loan term sheets, any and all other requested loan documents, and any
27 amendments thereto, including any required deed restrictions from other funding sources.
28 2. The Borrower will select and use a title company acceptable to the County
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1 for title work.
2 3. The Borrower will record a Notice of Completion, and will provide the
3 County a copy of the Notice of Completion after recordation.
4 4. The Borrower will inform the County in writing of the names and addresses
5 of all co-owners, all limited partners, and all lenders of the Project. The Partnership will inform the County
6 in writing of any addition, change, removal, or replacement of any co-owner, any limited partner, or any
7 lender of the Project following such change.
8 5. The Partnership shall not remove or replace the original Managing General
9 Partner, or any proposed partner approved by the County from the Partnership without the County's prior
10 written approval. Furthermore, in the event the Managing General Partner withdraws from the
11 Partnership, the Partnership will replace the Managing General Partner with another Managing General
12 Partner approved by the County, and the new Managing General Partner must be a current member of
13 the Partnership, unless otherwise agreed by County.
14 D. PAYMENT FOR MONITORING/ATTORNEY FEES
15 1. Annual HOME Monitoring Fee: The Partnership shall pay to the County an
16 annual fee to cover the County's actual costs of monitoring the Project during the Period of Affordability,
17 including but not limited to staff time and mileage. The Annual HOME Monitoring Fee shall be in an
18 amount reflecting the County's actual costs of monitoring, oversight, and physical inspection of the
19 Project and consistent with the County's Master Schedule of Fees (MSF). The Partnership shall pay to
20 the County monitoring fees (in an amount not to exceed $3,000 per annum), beginning on the date the
21 Project receives certificates of occupancy. The County will reassess the Monitoring Fee every three (3)
22 years to determine if the fee covers County Costs, and if the Monitoring Fee does not cover County
23 Costs, County may request an adjustment to the Monitoring Fee. Adjustments to the Monitoring Fee will
24 only be made with the consent of the Partnership, which shall not be unreasonably withheld.
25 2. Attorney Fees: The Partnership hereby agrees to reimburse and pay to
26 County, the County's actual costs incurred in having legal counsel review all loan documents, security
27 documents, and other documents related to the financing of the Project, up to a maximum of Ten
28 Thousand Dollars ($10,000) at rates consistent with the County's MSF at the point in time that the
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1 expense was incurred. (e.g. Any legal costs arising from activities in 2030 shall be reimbursed at the
2 rates in the most-recently approved MSF in 2030).
3 E. COMPLIANCE
4 1. Prior to distribution of County HOME loan funds, the Borrower or its
5 property management firm will prepare and provide to the County its Affirmative Marketing Procedures
6 conforming to the requirements of 24 CFR § 92.351 and the County's written, most-recent, minimum
7 standards for Affirmative Marketing Plans.
8 2. Prior to execution of County loan documents, the Borrower shall provide
9 evidence to the County of the Project's compliance with the applicable site and neighborhood standards
10 in 24 CFR § 92.202, and will meet these standards upon completion.
11 3. The Borrower will comply with the requirements of 24 CFR § 92.252 and
12 92.504(d), including, but not limited to, the requirements to annually permit on-site inspections and
13 provide the County with information on rents and occupancy of HOME-assisted units to demonstrate
14 compliance with the affordability requirements. The eleven (11) HOME-assisted units are designated
15 "floating HOME units" as defined in 24 CFR § 92.252(j).
16 4. The Borrower will provide the County with copies of all leases to be
17 executed for the HOME-assisted units for County's review and approval. In the event that any of the basic
18 terms of such leases are changed during the Period of Affordability, the Borrower will re-submit such
19 lease(s) to the County for review and approval of the changes. The Borrower agrees to comply with the
20 requirements of 24 CFR § 92.253 regarding tenant leases, including giving tenants a minimum 30-day
21 notice of rent increases, and a minimum 30-day eviction notice.
22 5. The Borrower will not be required to lower rents below the HOME Rent
23 limits in effect at the time of this Agreement for the eleven (11) HOME-assisted units, but must submit
24 requests for rent increases to the County and receive County's approval of same before implementing
25 higher rents. HUD's 2023 Rent Limits are listed in Attachment F to this Agreement, which is incorporated
26 by this reference. The Borrower agrees to conduct income determinations consistent with procedures at
27 24 CFR§ 92.203, as amended, to certify the tenants' initial income eligibility before renting units to tenant
28 applicants using at least 2 months of source documentation. The Borrower shall recertify tenant
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1 household income annually using one of these three methods: (a) using at least 2 months of source
2 documentation; (b) using a family self-certification; or (c) using documentation from a government
3 program administrator of a program with an income test, statement that the family receives benefits and
4 is income-eligible. The method of tenant household income verification shall be consistent for all 71
5 tenants. If family self-certification or a government program statement are used, Borrower must verify
6 income using at least 2 months of source documentation every 6th year during the Period of Affordability.
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 5, 75, 91, and 92) governing the use of HOME funds or HUD-funded activities,
12 all applicable regulations for the use of Low Income Housing Tax Credits (LIHTC), and specifically (but
13 not limited to) 24 CFR Part 92 Sections 92.203 Income Determinations, 92.205 Eligible Activities-
14 General, 92.206 Eligible Project Costs, 92.207 Eligible Administrative and Planning Costs, 92.214
15 Prohibited Activities and Fees, 92.216 Income Targeting: Tenant-Based Rental Assistance and Rental
16 Units, 92.250 Maximum Per-Unit Subsidy Amount, Underwriting, and Subsidy Layering, 92.251 (a)
17 Property Standards for New Construction Projects (including provisions for Broadband Infrastructure and
18 Disaster Mitigation), 92.251(f) Ongoing Property Condition Standards, 92.252 Qualification as Affordable
19 Housing, 92.253 Tenant Protections and Selection, 92.255 Converting Rental Units to HOME ownership
20 Units for Existing Tenants, 92.257 Equal Participation of Faith-Based Organizations, 92.303 Tenant
21 Participation Plan, 92.350 Other Federal Requirements and Nondiscrimination, 92.351 Affirmative
22 Marketing; Minority Outreach Program, 92.353 Displacement, Relocation, and Acquisition, 92.354 Labor,
23 92.355 Lead-Based Paint, 92.356 Conflict of Interest, 92.359 VAWA Requirements (including notice
24 obligations and obligations under any emergency transfer plan) and the County's HOME/VAWA
25 Addendum attached here and incorporated herein by reference as Attachment G, 92.502(d) Project
26 Completion, 92.503 Program Income, Repayments, and Recaptured Funds, 92.504(c)(3) Provisions for
27 Written Agreement with For-Profit or Nonprofit Housing Owner, Sponsor, or Developer, 92.504(d) On-
28 Site Inspections and Financial Oversight, 92.505 Applicability of Uniform Administrative Requirements,
15
1 92.506 Audit, 92.507 Closeout, 92.508 Recordkeeping, and 92.509 Performance Reports. Borrower shall
2 comply with all prevailing wage requirements, as they may apply. Borrower shall provide access to all
3 original documents and provide copies, as requested by the County and HUD. Borrower understands
4 and affirms that it and its Project are subject to and shall comply with any obligation identified by HUD
5 pursuant to 24 CFR § 92.551 Corrective and Remedial Actions if HUD determines a 24 CFR Part 92
6 requirement has not been met for this Project.
7 8. Borrower shall adhere to all lawful requirements within any HOME Rental
8 Housing Compliance Guide issued by the County as necessary for ensuring and documenting HOME
9 and other federal law compliance and County's recordkeeping needs.
10 V. CONFORMANCE WITH APPLICABLE LAWS AND REGULATIONS
11 The Borrower, its consultants, contractors, and subcontractors will comply with all
12 applicable State and Federal laws and regulations governing projects located in the State of California
13 that utilize Federal funds.
14 Whenever the Borrower uses the services of a contractor or property management
15 company, whether directly or indirectly, the Borrower shall require that the contractor or property
16 management company comply with all Federal, State and local laws, ordinances, regulations, this
17 Agreement, and Fresno County Charter provisions applicable in the performance of their work.
18 Because the Borrower will borrow at least One Hundred Thousand Dollars ($100,000) for
19 the Project from the County's HOME Program under this Agreement, the Borrower will complete and
20 submit to the County a "Certification for Contracts, Grants, Loans and Cooperative Agreements" form
21 and a"LLL-Disclosure of Lobbying Activities"form. Likewise, before the Borrower awards a contract using
22 at least One Hundred Thousand Dollars ($100,000) of such HOME loan funds, the Borrower will require
23 the consultant and/or contractor and all their sub-consultants and/or subcontractors to complete and
24 submit the two (2) forms described herein to both the Borrower and the County.
25 VI. PERFORMANCE STANDARDS
26 The Borrower agrees to meet the following performance standards for this Project
27 throughout the Project's Period of Affordability:
28 1. The property will be adequately maintained to meet the required property
16
1 standards; and
2 2. Occupancy reports for rental housing projects must be received by the County on
3 an annual basis, or as requested.
4 3. Borrower maintains or causes to be maintained all insurances required herein.
5 4 Documents supporting or certifying Borrower's compliance with the terms of this
6 Agreement with are provided or submitted timely.
7 VI I. FINANCIAL RECORDS REQUIREMENTS
8 Within nine (9) months after the end of the County's Fiscal Year in which the Project is
9 completed, and for each subsequent Fiscal Year until the end of the loan term specified in the Note,
10 Borrower will provide County with audited Statement of Cash Flows, Distribution of Net Cash Flow,
11 Balance Sheet and Profit and Loss Statements prepared by an independent, certified public accountant.
12 These statements shall be prepared in accordance with Generally Accepted Accounting Principles
13 (GAAP).
14 VIII. INSURANCE
15 Without limiting the County's right to obtain indemnification from the Borrower or any third
16 parties, the Borrower, shall comply with all the requirements of Attachment H, Insurance Requirements,
17 attached hereto and by this reference incorporated herein.
18 IX. GENERAL REQUIREMENTS AND POLICIES
19 A. LOAN DISBURSEMENT
20 1. Amount: The total amount of HOME funds available to be loaned for the
21 Project shall not exceed the total sum of One Million Dollars ($1,000,000).
22 2. Disbursement Requests
23 a. The Borrower may not request disbursement of loan funds under this
24 Agreement until all conditions stated under Section 111, Section IV and Section VIII of this Agreement have
25 been satisfied. HOME loan funds will be distributed to the Borrower on a reimbursement basis for actual
26 eligible costs.
27 b. The Borrower will submit written requests to the County for loan
28 disbursements to pay actual costs incurred in the performance of this Agreement. Any such request for
17
1 disbursement from HOME loan funds will be accompanied by a written certification from the Borrower
2 that the request for disbursement is consistent with the amount of work that has been completed, and
3 that to the best of the Borrower's knowledge, the work is in accordance with this Agreement.
4 c. Requests for disbursement shall be accompanied by supporting
5 documentation acceptable to the County detailing the items comprising the total sought to be reimbursed,
6 such as invoices or vouchers for services or materials purchased, contractors' costs or other costs
7 chargeable to the Project. After appropriate review and progress inspection, the County shall make
8 disbursements to the Borrower from HOME loan funds provided in this Agreement for all verified eligible
9 costs specified herein. For costs reimbursed with HOME funds, the expenses shall be consistent with the
10 principles in 2 CFR 200, Subpart F and be defined as "eligible" within 24 CFR 92.206-209. Any financial
11 management related regulations specified in 24 CFR 92 et seq take precedent over conflicting regulations
12 within 2 CFR 200. The Borrower shall use the County funds solely for necessary, eligible, and allowable
13 construction costs of the Project. The Borrower shall not use the funds for any other purpose without prior
14 written consent of the County.
15 d. Borrower may not request disbursement of County funds under this
16 Agreement until all prerequisite conditions listed below have been satisfied:
17 i. Pursuant to 2 CFR 25.300, the OWNER has obtained and provided
18 to COUNTY a unique entity identifier in SAM.gov.
19 ii. Certified Payroll for the period of time covered by the payment
20 request has been provided, reviewed, and approved.
21 iii. Affirmative Marketing Procedures have been provided, reviewed,
22 and approved.
23 iv. All insurance documents (including Property Insurance and both
24 types of Bond Insurance) have been submitted, reviewed, and
25 approved.
26 V. Pursuant to 24 CFR 92.504(c)(3)(viii), Borrower may not request
27 disbursement of funds under this Agreement until funds are needed
28 for payment of eligible, documented costs that have been prorated
18
1 for the number of HOME-assisted units (or similar process
2 compliant with HUD requirements to conduct and document cost
3 allocation) as required by HUD's CPD Notice 16-15.
4 vi. The expenses submitted for reimbursement have already been paid
5 by the Borrower.
6 vii. The amount of the request is limited to the amount needed for
7 reimbursement.
8 viii. If the project is funded with Federal funds, the Borrower
9 understands that the County shall use funds in the local account
10 before requesting U.S. Treasury funds.
11 Notwithstanding any other provision of the Agreement, Borrower and County agree
12 and acknowledge that this Agreement does not constitute of a commitment of HOME loan funds and that
13 such "commitment of loan funds" or approval may occur only upon satisfactory completion of all
14 requirements contained in this Agreement, or any other loan, security, or related documents as met by
15 the Borrower, as determined by the County.
16 Notwithstanding the funding sources and amounts identified in other Exhibits to
17 this Agreement, disbursements for the Project from HOME loan funds shall be contingent upon reliable
18 evidence acceptable to the County, in its sole discretion, that the Borrower has obtained all funding
19 necessary to meet the total project cost. By entering into this Agreement, Borrower acknowledges,
20 understands, and will abide by the prerequisite conditions discussed above and shall maintain sufficient
21 cash flow throughout the construction period.
22 e. The Project's proposed disbursement schedule is provided in
23 Attachment I to this Agreement, which is incorporated herein by reference. A ten percent(10%) retention
24 of the total One Million Dollar ($1,000,000) loan amount will be held back from disbursement, to be
25 disbursed thirty-five (35) days after the Notice of Completion has been filed with the County Recorder's
26 Office. A copy of the Notice of Completion must accompany the request for disbursement of the retained
27 funds.
28 f. Borrower shall submit timely invoices to the County Department of
19
1 Public Works and Planning for expenditures incurred, rendered, completed and paid by emailing such
2 invoices, proof of payment, and supporting documentation to the following email addresses:
3 i. pwpBusinessOffice@fresnocountyca.gov; and
4 ii. ComDev@fresnocountyca.gov.
5 g. The County shall not be obligated to make any disbursement of
6 funds for the Project under this Agreement if the request for disbursement is submitted by the Borrower
7 more than sixty(60)days after the Notice of Completion has been filed with the County Recorder's Office.
8 The Director of the Department of Public Works and Planning prior to the deadline, may grant an
9 extension to the sixty (60) day period, if the Borrower can demonstrate just cause for the delay.
10 3. All requests for disbursements will be processed via Special Run check
11 processing or direct deposit, as determined by the County and processed by the County's Auditor-
12 Controller/Treasurer-Tax Collector ("ACTTC"). Use of direct deposit for payments requires at least one
13 prior payment made by paper check and additional paperwork submitted to the ACTTC by the Borrower.
14 4. Payments by the County shall be in arrears and authorized by the County
15 for payment within forty-five (45) days following the receipt, verification, and approval of Borrower's
16 invoices and all necessary corollary reports (e.g., labor compliance). The Department of Public Works
17 and Planning cannot impact business processes put in place by the County's ACTTC.
18 5. Outside Agreements: The County will not be bound by any agreement
19 between the Borrower and any of its partners, agents, employees or subcontractors. The County will be
20 bound only by the terms of this Agreement. It is understood and agreed by the parties hereto that no
21 third-party beneficiary status or rights are created by or under this Agreement, and that no other person,
22 firm, corporation, or entity shall be deemed a third-party beneficiary of this Agreement.
23 6. The Borrower will establish accounting and bookkeeping procedures in
24 accordance with GAAP and standard bookkeeping practices, including, but not limited to, employee
25 timecards, payrolls and other records of all transactions to be paid with HOME loan funds in accordance
26 with the performance of this Agreement. All records and accounts will be available for inspection by the
27 County, the State of California, the Federal government, and if applicable, the Comptroller General of the
28 United States or any of their duly authorized representatives, at all reasonable times for a period of at
20
1 least five(5)years following the term of this Agreement, or the closure of all other related pending matters,
2 whichever is later. The borrower will certify accounts when required or requested by the County.
3 7. In the event that the Project costs less than the current estimated total
4 Project cost of Thirty-Seven Million, One Hundred Ninety-Nine Thousand, Four Hundred Seventy-Nine
5 Dollars ($37,199,479), the Borrower will notify the County of such savings. The County may then, at its
6 sole discretion, reduce the County's contribution in direct proportion to the percentage of savings.
7 B. AUDITS
8 The Borrower is required to comply with the provisions of the Single Audit Act of
9 1984 (31 USC Sections 7501 et seq.), as amended. Whenever the Borrower receives HOME loan funds
10 from the County for a project, a copy of any audit performed by the Borrower in accordance with said Act
11 shall be forwarded to the Department of Public Works and Planning, Community Development Division,
12 Affordable Housing Programs within nine (9) months of the end of any fiscal year in which loan funds
13 were distributed, borrowed, and/or outstanding for the Project. Failure to perform the requisite audit
14 functions as required by this paragraph may result in the County performing any necessary audit task or,
15 at the County's option, contracting with a public accountant to perform the audit. All audit costs related to
16 the Borrower's failure to perform the requisite audit are the sole responsibility of the Borrower, and such
17 audit work costs incurred by the County shall be billed to the Borrower as determined by the County's
18 ACTTC. The Borrower agrees to take prompt and appropriate corrective action on any instance of
19 material non-compliance with applicable laws and regulations.
20 C. INDEMNIFICATION
21 The Borrower will indemnify, save, hold harmless, and at the County's request,
22 defend the County, its partners, officers, agents, and employees from and against any and all costs and
23 expenses (including reasonable attorney's fees and costs), damages, liabilities, claims and losses
24 whatsoever occurring or resulting to the County in connection with the performance, or failure to perform,
25 by the Borrower, its partners, officers, agents, employees, or any persons, firms, or corporations
26 furnishing or supplying work, services, materials, or supplies in connection with the performance of this
27 Agreement, and from any and all claims and losses occurring or resulting to any person, firm, or
28 corporation who may be injured or damaged, including damage, injury, or death arising out of or
21
1 connected with the performance, or failure to perform, of the Borrower, its partners, officers, agents or
2 employees under this Agreement, excluding claims occurring as a result of the gross negligence and/or
3 willful misconduct of County. The County may conduct or participate in its own defense without affecting
4 the Contractor's obligation to indemnify and hold harmless or defend the County.
5 The provisions of this Section IX, subsection C shall survive termination or
6 expiration of this Agreement.
7 D. TIME OF PERFORMANCE
8 1. The Project, as described in Section I, herein, will adhere to the Proposed
9 Project Schedule provided in Attachment J to this Agreement, which is incorporated by this reference
10 and Borrower acknowledges that time is of the essence when performing all construction and lease-up
11 activities described therein.
12 2. This schedule shall also apply to the Project and cannot be modified as it
13 supports HUD-required completion periods governing the use of HOME funds:
14 a. All permits and approvals ready to issue: No later than nine (9)
15 months from the date this Agreement was executed.
16 b. All permits and approvals issued: No later than 11 months from the
17 date this Agreement was executed.
18 C. Construction Start/Groundbreaking: No later than 12 months from
19 the date this Agreement was executed.
20 d. Construction Complete and Certificate of Occupancy Issued: No
21 later than 42 months from the date this Agreement was executed.
22 3. The Borrower will give immediate written notification to the Director of the
23 County Department of Public Works and Planning, or his designee, of any events that occur, which may
24 affect the Proposed Project Schedule and completion date noted above, or any event that may have
25 significant impact upon the Project or affect the attainment of the Project's objectives. The Director of the
26 County Department of Public Works and Planning is authorized to adjust the Project schedule if, in the
27 Director's judgment, the delays are beyond the control of the parties involved.
28
22
1 E. BREACH OF AGREEMENT
2 1. The County may suspend or terminate this Agreement in whole or in part, where
3 in the determination of the County there is a breach on the part of the Borrower consisting of any of the
4 following:
5 a. The Borrower obtained or used funds illegally or improperly;
6 b. The Borrower failed to comply with any term of this Agreement;
7 C. The Borrower submitted a substantially incorrect or incomplete report to the
8 County;
9 d. The Borrower failed to secure sufficient funding to complete the Project;
10 e. An event of default, as defined in Section IX, subsection E(5).
11 f. A material breach, as defined in Section IX, subsection E(6).
12 g. The Borrower improperly performing any of its obligations under this
13 Agreement.
14 2. Upon determining that a breach has occurred, County shall give written notice
15 of the breach to the Borrower. The written notice may suspend performance under this Agreement and
16 must provide no less than sixty (60) days for the Borrower to cure the breach. If the Borrower fails to cure
17 the Breach within the time stated in the written notice, the County may terminate this Agreement
18 immediately. The County hereby acknowledges that a limited partner of the Borrower shall have the right,
19 but not the obligation, to cure any breach or default hereunder on the same terms as the Borrower.
20 3. This Agreement includes Federal funds, and the County will abide by all
21 applicable requirements regarding remedies for noncompliance and termination of this Agreement in
22 accordance with both 2 CFR 200.339 and 2 CFR 200.340.
23 4. In no event shall any payment by the County constitute a waiver by the County
24 of any Breach of this Agreement or any default which may then exist on the part of the Borrower. Neither
25 shall such payment impair or prejudice any remedy available to the County with respect to the Breach or
26 default. The County shall have the right to demand of the Borrower the repayment to the County of any
27 funds disbursed to the Borrower under this Agreement, which in the judgment of the County were not
28 expended in accordance with the terms of this Agreement. The Borrower shall promptly refund any such
23
1 funds upon demand.
2 5. Event of Default. Each of the following shall constitute an "Event of Default" by
3 the Borrower under this Agreement:
4 a. Failure to Construct. Failure of the Borrower to commence and
5 complete construction of the Project within the time set forth and agreed upon by the Borrower and the
6 County, subject to reasonable force majeure delays. The timeline for commencement and completion of
7 construction shall remain the timeline outlined in this Section IX, subsection (D)(2).
8 b. Failure to Make Payment. Failure to repay the principal and any
9 interest on the Loan that is due and payable to the Borrower pursuant to the Loan Documents (subject
10 to any notice and cure periods set forth in the other Loan Documents).
11 C. Breach of Covenants. Failure by the Borrower to materially
12 perform, comply with, or observe any of the conditions, terms, or covenants of any of the Loan
13 Documents, and such failure having continued uncured for thirty (30) days after receipt of written notice
14 thereof by the Borrower from the County or, if the breach cannot be cured within thirty (30) days, the
15 Borrower shall not be in breach so long as the Borrower is diligently undertaking to cure such breach,
16 and such breach is cured within ninety (90) days; provided, however, that if a different period or notice
17 requirement is specified under any other subsection of this Section IX, the specific provisions shall
18 control.
19 d. Default Under Other Loans. Failure to make any payment or
20 perform any of the Borrower's covenants, agreements, or obligations under the documents evidencing
21 and securing any loan or financing secured by the Project following expiration of all applicable notice and
22 cure periods.
23 e. Insolvency. A court having jurisdiction shall have made or entered
24 any decree or order(i) adjudging the Borrower to be bankrupt or insolvent, (ii) approving as properly filed
25 a petition seeking reorganization of the Borrower or seeking any arrangement for the Borrower or under
26 the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state
27 or other jurisdiction, (iii) appointing a receiver, trustee, liquidator, or assignee of the Borrower in
28 bankruptcy or insolvency or for any of their properties, or(iv)directing the winding up or liquidation of the
24
1 Borrower, if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued
2 unstayed or undischarged for a period of ninety (90) days; or the Borrower shall have admitted in writing
3 its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking
4 any decree or order of the nature described in clauses (i) to (iv), inclusive. The occurrence of any of the
5 Events of Default in this paragraph shall act to accelerate automatically, without the need for any action
6 by the County, the indebtedness evidenced by the Note.
7 f. Assignment; Attachment. The Borrower shall have assigned its
8 assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any
9 substantial part of its property, unless the property so assigned, sequestered, attached or executed upon
10 shall have been returned or released within ninety (90) days after such event or, if sooner, prior to sale
11 pursuant to such sequestration, attachment, or execution. The occurrence of any of the Events of Default
12 in this paragraph shall act to accelerate automatically, without the need for any action by the County, the
13 indebtedness evidenced by the Note.
14 g. Suspension; Termination. The Borrower shall have voluntarily
15 suspended its business for more than sixty (60) consecutive days, or the Borrower has dissolved or
16 terminated. The occurrence of any of the Events of Default in this paragraph shall act to accelerate
17 automatically, without the need for any action by the County, the indebtedness evidenced by the Note.
18 h. Liens on the Property and the Project. There shall be filed any
19 claim of lien (other than liens approved in writing by the County) against the Project or any part thereof,
20 or any interest or right made appurtenant thereto, or the service of any notice to withhold proceeds of the
21 Loan and the continued maintenance of said claim of lien or notice to withhold for a period of twenty (20)
22 days without discharge or satisfaction thereof or provision therefor (including, without limitation, the
23 posting of bonds) satisfactory to the County.
24 i. Condemnation. The condemnation, seizure, or appropriation of all
25 or the substantial part of the Property and the Project, except that condemnation by the County shall
26 cause the Loan to accelerate but shall not be an Event of Default.
27 j. Unauthorized Transfer. Any Transfer other than as permitted by
28 the Transfer section below.
25
1 k. Representation or Warranty Incorrect. Any Borrower
2 representation or warranty contained in this Agreement, or in any application, financial statement,
3 certificate, or report submitted to the County in connection with any of the Loan Documents, proving to
4 have been incorrect in any material and adverse respect when made.
5 6. Material Breach. The following examples of what constitutes a material breach
6 are not exhaustive. In the event of a material breach by the Borrower, the County shall provide notice of
7 the conduct constituting the material breach.
8 a. Failure of the Borrower to comply with the affordability requirements
9 of 24 CFR 92.252 (as applicable), ensuring that the Project meets
10 affordability requirements during the Affordability Period.
11 b. Failure of the Borrower to secure all sums of money in excess of
12 the County's HOME loan contribution amount that may be
13 necessary to complete the Project.
14 C. Failure of the Borrower to comply with any of the terms of this
15 Agreement.
16 d. Failure of the Borrower to secure all permits and approvals
17 necessary for the construction of the Project on the Property.
18 e. Failure of the Borrower to diligently pursue the construction of the
19 Project to completion by no later than forty-two (42) months from
20 the date the Agreement was executed. If this Project is supported
21 in whole or in part by Federal funds, the 42-month requirement is
22 necessary to ensure the County can comply with the Federal
23 requirement enforceable against County to close projects in IDIS
24 within 4 years (48 months) of when funds were committed to the
25 project (i.e. the initial execution date of this Agreement) and
26 complete all internal close-out procedures.
27 Should the County deem a breach of this Agreement to be a material breach, the
28 County shall immediately be relieved its obligations to make further compensation disbursements as
26
1 provided in the Agreement. Termination of this Agreement due to breach shall not, in any way
2 whatsoever, limit the rights of the County in seeking any other legal relief, including the recovery of
3 damages.
4 F. TERMINATION
5 1. Non-Allocation of Funds: The terms of this Agreement, and the funds
6 provided thereunder, are contingent on the award and/or commitment of funds by HUD to the County,
7 and to the award and/or commitment of funds to the Project by the Sources of Funds identified in
8 Attachment C of this Agreement. Should HUD fail to award funds to County, or should the County
9 determine, in its sole discretion, that sufficient funds have not been allocated by the other sources of
10 funds to complete the development of the seventy-two (72) units comprising the Project, the County may
11 terminate this Agreement at any time without penalty by giving the Borrower thirty (30) days advance
12 written notice, and the Borrower shall promptly repay to the County any and all HOME loan funds
13 previously paid, pursuant to all applicable laws and regulations.
14 2. For Cause: The County may elect to terminate this Agreement for cause,
15 as set forth in Paragraph E of this Section IX, herein.
16 3. Any termination of this Agreement by the County under this Section IX,
17 subsection E and subsection F is without penalty to or further obligation of the County. The County, at its
18 sole discretion, may negotiate with the Borrower alternate terms for repayment of funds by the Borrower
19 to the County. This Section IX, subsection E and subsection F shall survive the termination of this
20 Agreement.
21 G. VENUE; GOVERNING LAW
22 Venue for any action arising out of or relating to this Agreement shall only be in
23 Fresno County, California. The rights and obligations of the parties and all interpretation and performance
24 of this Agreement shall be governed in all respects by the laws of the State of California.
25 H. INDEPENDENT CONTRACTOR
26 In performance of the work, duties, and obligations assumed by the Borrower
27 under this Agreement, it is mutually understood and agreed that the Borrower, including any and all of
28 the partners, officers, agents and employees, will at all times be acting and performing as an independent
27
1 contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint
2 venture, partner, or associate of the County. Furthermore, the County shall have no right to control,
3 supervise or direct the manner or method by which the Borrower shall perform its work and function.
4 However, the County shall retain the right to administer this Agreement so as to verify that the Borrower
5 is performing its obligations in accordance with the terms and conditions thereof. The Borrower and the
6 County shall comply with all applicable provisions of law and the rules and regulations, if any, of
7 governmental authorities having jurisdiction over matters of the subject thereof.
8 Because of its status as an independent contractor, the Borrower shall have
9 absolutely no right to employment rights and benefits available to County employees. The Borrower shall
10 be solely liable and responsible for providing to, or on behalf of, its employees all legally required
11 employee benefits. In addition, the Borrower shall be solely responsible and save the County harmless
12 from all matters relating to payment of the Borrower's employees, including compliance with Social
13 Security withholding, and all other laws and regulations governing such matters. It is acknowledged that
14 during the term of this Agreement, the Borrower may be providing services to others unrelated to the
15 County or to this Agreement.
16 I. MODIFICATION
17 Any matters of this Agreement may be modified from time to time by the written
18 consent of all parties without, in any way, affecting the remainder.
19 J. TRANSFER AND NON-ASSIGNMENT
20 1. As used in this Section, the term "Transfer" shall mean:
21 a. Any total or partial sale, lease, assignment, or other conveyance, or
22 any trust of power, or any transfer in any other mode or form, of, or
23 with respect to, this Agreement or of any part of or interest in the
24 Project; or
25 b. Any total or partial sale, assignment, or other conveyance, or any other
26 trust or power, or any transfer in any other mode or form, of, or with
27 respect to, the General or Limited Partner ownership interests of the
28 Borrower; or
28
1 c. Any agreement to do any of the foregoing.
2 2. This Agreement is entered into solely for the purpose of providing assistance for
3 the Borrower's development of the Property, construction, and operation of the Project as affordable
4 rental housing in accordance with the terms of this Agreement and the recorded Regulatory Agreement.
5 The qualifications and identity of the Borrower are of particular concern to the County, in view of:
6 a. The importance of the Project to the general welfare of the community;
7 the public aid that has been made available by law and by the
8 government for the purpose of making such Project possible;
9 b. The reliance by the County upon the unique qualifications and ability of
10 the Borrower (including the CHDO) to serve as the catalyst for
11 development of the Property and upon the continuing interest which the
12 Borrower will have in the Project to assure the quality of the use,
13 operation, and maintenance deemed critical by the County in the
14 development of the Property;
15 C. The fact that a change in ownership or control of the Borrower of the
16 Project, or of a substantial part thereof, or ally other act or transaction
17 involving or resulting in a significant change in ownership or with
18 respect to the identity of the parties in control of the Borrower or the
19 degree thereof, is for practical purposes, a transfer or disposition of the
20 Project;
21 d. The importance to the County of the standards of use, operation, and
22 maintenance of the Project;
23 e. HOME funds, pursuant to 24 CFR 92.300(a)(4)(ii), must be provided to
24 the entity that owns the Project; and
25 f. This Project for rental housing was sponsored (affiliate) by Borrower's
26 CHDO, Self-Help Enterprises, and thereby must adhere to the HOME
27 provision at 24 CFR 92.300(a)(4)(i), which further limits when the
28
29
1 general partner or sole managing member can be removed and who it
2 must be replaced with.
3 It is because of these qualifications and the identity of the Borrower and its
4 CHDO that the County is entering into this Agreement, and thus it is necessary that Transfers are
5 permitted only as provided in this Agreement.
6 3. The limitations on Transfers set forth in this Section shall apply throughout the
7 Affordability Period and the term of the Regulatory Agreement. Any Transfer made in contravention of
8 this Section shall, at the County's discretion, be void and shall be deemed to be an Event of Default under
9 this Agreement.
10 4. Consent from the County is NOT required for the following:
11 a. Rental of a housing unit by the Borrower in the ordinary course of
12 business and in compliance with this Agreement and the Regulatory
13 Agreement; or
14 b. The granting of temporary or permanent easements or permits to
15 facilitate construction of improvements for the Project;
16 c. The transfer of the Project to Self-Help Enterprises or a wholly owned
17 affiliate thereof following the expiration of the tax credit compliance
18 period (which shall be not less than 15 years from the date of this
19 Agreement's execution) in accordance with the terms of a purchase
20 option and/or right of first refusal agreement. If this clause is exercised,
21 written notice shall be provided to County at least 270 days prior to the
22 anticipated transfer.
23 d. A transfer pursuant to the provisions of Section IX(N) below.
24 5. Except as permitted under Section J, subsection 4, any Transfer shall be
25 permitted during the Term of this Agreement only after:
26 a. The County has verified the requested Transfer is not prohibited;
27 b. The County has delivered to the Borrower its prior written approval of
28 such Transfer; and
30
1 C. The transferee has assumed the Borrower's future obligations under
2 this Agreement by executing an Assignment of Agreement or such
3 other reasonable documentation as the County may require.
4 Following completion of construction, the County shall evaluate a proposed
5 Transfer, including determining whether the proposed transferee is qualified to operate the Project in
6 compliance with HOME requirements, including but not limited to meeting the following provisions:
7 a. The proposed transferee has at least five (5) years' experience
8 operating multifamily rental housing developments comparable to the
9 Project's (including size and use of specific public funds);
10 b. The proposed transferee has no record of loan defaults, maintenance
11 problems, housing or building code violations, or substantiated fair
12 housing complaints at properties it has owned or operated;
13 C. The proposed transferee has satisfactory credit; and
14 d. As applicable, both of the HOME provisions at 24 CFR 92.300(a)(4)are
15 satisfied.
16 6. The Borrower shall not remove or replace the Borrower's CHDO (i.e. the sole
17 member of its original Managing General Partner who qualified as a Community Housing Development
18 Organization and acted as a Rental Sponsor (affiliate) under HUD regulations)—or any subsequently
19 authorized Managing General Partner that has been approved by the County in writing—from the
20 Borrower's Limited Partnership business entity except for cause and only with the County's prior written
21 approval.
22 Furthermore, in the event the Managing General Partner withdraws from the
23 Borrower's Limited Partnership business entity, the Partnership shall replace the Managing General
24 Partner with another Managing General Partner approved by the County, and the new Managing General
25 Partner must (1) qualify as a Community Housing Development Organization under HUD definitions, and
26 (2) unless otherwise agreed by County in writing, be a current member of the Partnership. The Managing
27 General Partner shall not be removed from its role except for cause.
28 Any change in the Borrower's Limited Partnership business entity composition, if
31
1 duly authorized by the County, shall obligate the County and the Borrower to formally amend this
2 Agreement to reflect the new Partnership Agreement.
3 7. Except as otherwise permitted under the terms of the Loan Documents, neither
4 party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement
5 without the written consent of the other party. Any transfer or assignment without the County's prior
6 consent shall be voidable and, at the County's sole discretion, shall constitute a material breach of this
7 Agreement. No consent to any assignment shall constitute a further waiver of the provisions of this
8 Section IX, subsection J.
9 K. AUTHORIZATION AND NOTICES
10 1. County Authority: The Director of the County's Department of Public Works
11 and Planning, is hereby authorized to execute the Regulatory Agreement in the name of the County, and
12 approve and execute subordination documents that do not alter the County's position as third lienholder
13 and do not cause the amount of the Superior Loans to exceed Forty Million and no/100 Dollars
14 $40,000,000, subject to the prior review and approval of County Counsel and the Auditor-
15 Controller/Treasurer-Tax Collector, as shall be necessary for the purpose of developing the Project as
16 described in Section I of this Agreement.
17 2. Borrower Authority: The General Partner of Cherry Crossing, L.P. has
18 authority to enter into and sign this Agreement, and the loan, security and all other related documents,
19 and any amendments thereto on behalf of the Partnership, as shall be necessary for the purpose of
20 borrowing the funds to develop the Project as described in Section I herein.
21 3. The persons and their addresses having authority to give and receive
22 notices under this Agreement include the following:
23 County:
24 County of Fresno
25 Department of Public Works and Planning
26 Community Development Division
27 Attention: Affordable Housing Programs
28 2220 Tulare Street, 6t" Floor
32
1 Fresno, CA 93721
2 Borrower:
3 Cherry Crossing, L.P,
4 8445 W. Elowin Court
5 Visalia, CA 93291
6 Attention: President/CEO
7 With a copy to Borrower's limited partner:
8 c/o U.S. Bancorp Community Development Corporation
9 1307 Washington Avenue
10 Suite 300
11 Mailcode: SL MO RMCD
12 St. Louis, Missouri 63103
13 USB Project No: 30500
14 Attention: Director of LIHTC Asset Management
15 And to:
16 Gubb & Barshay LLP
17 235 Montgomery Street, Suite 1110
18 San Francisco, CA 94104
19 Attn: Lauren B. Fechter
20 And to:
21 Kutak Rock LLP
22 1650 Farnam Street
23 Omaha, NE 68102
24 Attn: Jill H. Goldstein
25 L. EFFECTIVE DATE
26 The effective date of this Agreement shall be the date upon which it is executed
27 by the County. The County shall place the day and month upon which it signs this Agreement on Page
28 1, in the spaces provided for such purpose.
33
1 M. DISCLOSURE OF SELF-DEALING TRANSACTIONS
2 This provision is only applicable if the Borrower is operating as a corporation (a
3 for-profit or non-profit corporation) or if, during the term of this Agreement, the Borrower changes its
4 status to operate as a corporation.
5 Members of the Borrower's Board of Directors shall disclose any self-dealing
6 transactions that they are a party to while the Borrower is providing goods or performing services under
7 this Agreement. A self-dealing transaction shall mean a transaction to which the Borrower is a party and
8 in which one or more of its directors has a material financial interest. Members of the Board of Directors
9 shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-
10 Dealing Transaction Disclosure Form (Attachment K), and submitting it to the County prior to
11 commencing with the self-dealing transaction or immediately thereafter.
12 N. IN EVENT OF FORECLOSURE
13 In the event the Borrower and their interest in this Project undergoes (i) a
14 foreclosure or (ii) deed in lieu of foreclosure, to the extent a lender takes title to the Project, the first
15 transfer(and only the first) by such lender following action (i)or(ii)shall not require the County's consent.
16 Any future owner of the Project shall be subject to the terms of this Agreement and the Regulatory
17 Agreement.
18 O. SEVERABILITY
19 If anything in this Agreement is found by a court of competent jurisdiction to be
20 unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the Parties
21 shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and
22 enforceable terms intended to accomplish the Parties' original intent.
23 P. ELECTRONIC SIGNATURE
24 The parties agree that this Agreement may be executed by electronic signature as
25 provided in this Section. An "electronic signature" means any symbol or process intended by an individual
26 signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)
27 a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
28 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
34
1 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
2 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
3 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
4 that person. The provisions of this Section satisfy the requirements of Civil Code Section 1633.5,
5 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
6 beginning with Section 1633.1). Each party using a digital signature represents that it has undertaken
7 and satisfied the requirements of Government Code Section 16.5, subdivision (a), paragraphs (1)through
8 (5), and agrees that each other Party may rely upon that representation. This Agreement is not
9 conditioned upon the Parties conducting the transactions under it by electronic means and either Party
10 may sign this Agreement with an original handwritten signature.
11 Q. COUNTERPARTS
12 This Agreement may be signed in counterparts, each of which is an original, and
13 all of which together constitute this Agreement.
14 R. 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
20
21
22
23
24
25
26
27
28
35
n
DocuSign Envelope ID:0731D432-BC28-4C9F-B523-7B37B7F4BFEE
1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.
2 CHERRY CROSSING, L.P., COUNTY OF FRESNO
a California limited partnership
3
By: Cherry Crossing LLC,
4
a California limited liability company,
5
its general partner
6
7 By: Self-Help Enterprises,
8 a California nonprofit public benefit corporation,
9 its sole member/manager
10
11 DocuSigned by:
12 . f--, _� _
13 HMM'Mishaw Nathan Magsig, Chairman of the Board
President and Chief Executive Officer of Supervisors of the County of Fresno
14
15
16
12/26/2023
17 Date: Date: f -9,.X0'0?
18
ATTEST:
19 Bernice E. Seidel
Clerk of the Board of Supervisors
20 County of Fresno, State of California
21
22 By
Deputy
23
24
25 REMIT TO:
Cherry Crossing, LP
26 FUND NO: 0001 c/o Self-Help Enterprises, Inc.,
SUBCLASS NO: 10000 Attention: CEO/Executive Director
27 ORG NO: 55122008 8445 W. Elowin Court
ACCOUNT NO: 7295 Visalia, CA 93291
28 Telephone: (559) 802-1670
36
ATTACHMENT A
Unit Mix
#of Approx. Income County-Funded Other-Funded Tota I
Bedrooms Unit Size Restriction Income-Restricted Units Income-Restricted Units Unrestricted Units Units
2 845 Manager's n/a 0 1 1
Unit
30%AMI 1 4 0 5
45%AMI 1 4 0 5
1 650
50%AMI 1 7 0 8
60%AMI 0 6 0 6
30%AMI 1 4 0 5
45%AMI 1 4 0 5
2 845
50%AMI 2 6 0 8
60%AMI 0 5 0 5
30%AMI 1 4 0 5
45%AMI 1 4 0 5
3 1,116
50%AMI 2 6 0 8
60%AMI 0 6 0 6
Pursuant to 24 CFR 92.252(d), if the tenant pays for utilities and/or services, OWNER shall
deduct a utility allowance from the HOME rent limit to determine maximum rent paid by tenants.
For this Project, the COUNTY has determined that OWNER shall utilize the Utility Allowance
approved by California's LIHTC agency, so long as it meets HOME requirements. Utility
allowances relied upon for underwriting are as follows:
$36.03/mo. I $50.73/mo. I $68.40/mo.
If in the course of this Project additional guidance is necessary to identify whether the utility
allowance used is compliant with HOME requirements, parties may rely upon HUD's guidance
HOMEfires —Vol. 13 No. 2, May 2016 or any more recently-issued guidance as may be in
effect.
If in the course of this Project the Borrower's loans are at risk of foreclosure (as determined by
the County), foreclosed upon, or Borrower surrenders their interest in the Project in lieu of
foreclosure by a lender in any lien position, the requirement for units to be maintained in the unit
mix specified above shall be removed and the HOME-funded units shall be restricted to
households at or below 80% AMI using the High-HOME rent limits. This modification of unit mix
restrictions can be placed in effect without any further amendment, notice, or recordation.
DocuSign Envelope ID:F2252232-3529-450C-8D30-3CF2F295B1F9 ATTACHMENT B
Funding Approval and HOME Investment Partnerships Agreement U.S.Department of Housing and Urban
Title II of the National Affordable Housing Act Development
Assistance Listings#14.239-HOME Investment Partnerships Program Office of Community Planning and Development
1. Grantee Name(must match the name associated with 3b.) 2. Grant Number(Federal Award Identification Number(FAIN))
and Address M23UC060205
County of Fresno 3a Tax Identification Number 3b. Unique Entity Identifier(formerly DUNS):
2220 Tulare St FI 6 946000512 LGJ1SMMN9XR6
Fresno,CA 93721-2127 4.Appropriation Number 5. Budget Period Start and End Date
86 3/6 0205 FY 2023 through FY 2031
6. Previous Obligation(Enter"0"for initial FY allocation) $0
a. Formula Funds $
b. Community Housing Development Org.(CHDO)Competitive $
7. Budget Approved by the Federal Awarding Agency/Current Transaction(+or-) $1,426,657.00
a. Formula Funds $1,426.657.00
1.CHDO(For deobligations only) $
2. Non-CHDO(For deobligations only) $ rf
b. CHDO Competitive Reallocation or Deobligation $
r
8. Revised Obligation $
a. Formula Funds $
b. CHDO Competitive Reallocation $
9. Special Conditions(check ap licable box) 10.Federal Award Date(HUD Official's Signature Date)
®Not applicable Attached (mm/dd/yyyy) d/2/¢023
11.Indirect Cost Rate` 12.Period of Performance Start and End Date
Administerinq Agency/Dept. Indirect Cost Rate Direct Cost Base I Date in Box#10-09/30/2032
She attached _% 'If funding assistance will be used for payment of indirect costs pursuant to 2 CFR
200, Subpart E-Cost Principles, provide the name of the departmentlagency, its
% indirect cost rate(including if the de minimis rate is charged per 2§CFR 200.414),and
—% the direct cost base to which the rate will be applied. Do not include cost rates for
subrecipients.
This Agreement between the Department of Housing and Urban Development(HUD)and the Grantee is made pursuant to the authority of the HOME Investment Partnerships Act
(42 U.S.C.12701 et seq.).The Grantee's approved Consolidated Plan submission/Application,the HUD regulations at 24 CFR Part 92(as is now in effect and as may be amended
from time to time)and this HOME Investment Partnership Agreement,form HUD-40093,including any special conditions,constitute part of this Agreement.Subject to the provisions
of this Agreement,HUD will make the funds for the Fiscal Year specified,available to the Grantee upon execution of this Agreement by the parties.All funds for the specked Fiscal
Year provided by HUD by formula reallocation are covered by this Agreement upon execution of an amendment by HUD,without the Grantee's execution of the amendment or other
consent.HUD's payment of funds under this Agreement is subject to the Grantee's compliance with HUD's electronic funds transfer and information reporting procedures issued
pursuant to 24 CFR 92,502.To the extent authorized by HUD regulations at 24 CFR Part 92,HUD may,by its execution of an amendment,deobligate funds previously awarded to the
Grantee without the Grantee's execution of the amendment or other consent.The Grantee agrees that funds invested in affordable housing under 24 CFR Part 92 are repayable when
the housing no longerqual'fiies as affordable housing.Repayment shall be made as specified in 24 CFR Part 92.The Grantee agrees to assume all of the responsibility for environmental
review,decision making,and actions,as specified and required in regulation at 24 CFR 92.352 and 24 CFR Part 58.
The Grantee must comply with the applicable requirements at 2 CFR part 200 that are incorporated by the program regulations,as may be amended from time to time.Where any
previous or future amendments to 2 CFR part 200 replace or renumber sections of part 200 that are cited specifically in the program regulations,activities carried out under the grant
after the effective date of the part 200 amendments will be governed by the 2 CFR part 200 requirements as replaced or renumbered by the part 200 amendments.
The Grantee shall comply with requirements established by the Office of Management and Budget(OMB)concerning the Universal Numbering System and System for Award
Management(SAM)requirements in Appendix I to 2 CFR part 200,and the Federal Funding Accountability and Transparency Act(FFATA)in Appendix A to 2 CFR part 170.
The Period of Performance for the funding assistance shall begin on the date specified in item 12 and shall end on September V of the 5"'fiscal year after the expiration of the
period of availability for obligation.Funds remaining in the account will be cancelled and thereafter not available for obligation or expenditure for any purpose.Per 31 U.S.C.1552.The
Grantee shall not incur any obligations to be paid with such assistance after the end of the Period of Performance.
The Grantee must comply with the requirements of the Build America,Buy America(BABA)Act,41 U.S.C.8301 note,and all applicable rules and notices,as may be amended,if
applicable to the Grantee's infrastructure project.Pursuant to HUD's Notice, "Public Interest Phased Implementation Waiver for FY 2022 and 2023 of Build America,Buy America
Provisions as Applied to Recipients of HUD Federal Financial Assistance"(88 FIR 17001),any funds obligated by HUD on or after the applicable listed effective dates,are subject to
BABA requirements,unless excepted by a waiver.
13.For the U.S.Department of HUD(Name and Title of Authorized Official) 14.Signature 15.Date
Alice Walkup,AICP,CPD Director 99/2/t023
16.For the Grantee(Name and Title of Authorized Official) 17.Signature 18.Date
Steven E.White,Director,Department of Public Works and Planning Digitally signed by Steve While
Steve White Date:2023.08.1815:43:55
19.Check one: ®Initial Agreement ❑Amendment# -07'00'
20.Funding Information:
Source Year of Funds Appropriation Code PAS Code Amount
2023 86 3/6 0205 HMF(M) $1,426,653.00
2016 86X0205-16 HMF $ 4.00
Total (D) $1,426,657.00
Page 1 form HUD-40093
ASSURANCES -CONSTRUCTION PROGRAMS OMB Number:4040-0009
Expiration Date:02/28/2025
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing
instructions,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden,to the Office of Management and Budget, Paperwork Reduction Project(0348-0042),Washington,DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT
AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY.
NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the
Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional
assurances. If such is the case,you will be notified.
As the duly authorized representative of the applicant:, I certify that the applicant:
1. Has the legal authority to apply for Federal assistance, 8. Will comply with the Intergovernmental Personnel Act
and the institutional, managerial and financial capability of 1970(42 U.S.C. §§4728-4763)relating to prescribed
(including funds sufficient to pay the non-Federal share standards of merit systems for programs funded
of project costs)to ensure proper planning, under one of the 19 statutes or regulations specified in
management and completion of project described in Appendix A of OPM's Standards for a Merit System of
this application. Personnel Administration(5 C.F.R. 900,Subpart F).
2. Will give the awarding agency,the Comptroller General 9. Will comply with the Lead-Based Paint Poisoning
of the United States and,if appropriate,the State, Prevention Act(42 U.S.C.§§4801 et seq.)which
the right to examine all records, books,papers,or prohibits the use of lead-based paint in construction or
documents related to the assistance;and will establish rehabilitation of residence structures.
a proper accounting system in accordance with
generally accepted accounting standards or agency 10. Will comply with all Federal statutes relating to non-
directives. discrimination.These include but are not limited to:(a)
Title VI of the Civil Rights Act of 1964(P.L.88-352)
3. Will not dispose of,modify the use of,or change the which prohibits discrimination on the basis of race,
terms of the real property title or other interest in the color or national origin;(b)Title IX of the Education
site and facilities without permission and instructions Amendments of 1972,as amended(20 U.S.C.§§1681
from the awarding agency.Will record the Federal 1683,and 1685-1686),which prohibits discrimination
awarding agency directives and will include a covenant on the basis of sex; (c)Section 504 of the
in the title of real property acquired in whole or in part Rehabilitation Act of 1973, as amended(29)U.S.C.
with Federal assistance funds to assure non- §794),which prohibits discrimination on the basis of
discrimination during the useful life of the project. handicaps;(d)the Age Discrimination Act of 1975, as
4. Will comply with the requirements of the assistance amended(42 U.S.C.§§6101-6107),which prohibits
awarding agency with regard to the drafting, review and discrimination on the basis of age;(e)the Drug Abuse
approval of construction plans and specifications. Office and Treatment Act of 1972(P.L.92-255),as
amended relating to nondiscrimination on the basis of
5. Will provide and maintain competent and adequate drug abuse;(f)the Comprehensive Alcohol Abuse and
engineering supervision at the construction site to Alcoholism Prevention,Treatment and Rehabilitation
ensure that the complete work conforms with the Act of 1970(P.L.91-616),as amended,relating to
approved plans and specifications and will furnish nondiscrimination on the basis of alcohol abuse or
progressive reports and such other information as may be alcoholism;(g)§§523 and 527 of the Public Health
required by the assistance awarding agency or State. Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 ee
3),as amended,relating to confidentiality of alcohol
6. Will initiate and complete the work within the applicable and drug abuse patient records; (h)Title VI11 of the
time frame after receipt of approval of the awarding agency. Civil Rights Act of 1968(42 U.S.C.§§3601 et seq.),as
7. Will establish safeguards to prohibit employees from amended, relating to nondiscrimination in the sale,
using their positions for a purpose that constitutes or rental or financing of housing;(i)any other
nondiscrimination provisions in the specific statue(s)
presents the appearance of personal or organizational under which application for Federal assistance is being
conflict of interest,or personal gain. made; and 0)the requirements of any other
nondiscrimination statue(s)which may apply to the
application.
Previous Edition Usable Authorized for Local Reproduction Standard Form 424D(Rev.7-97)
Prescribed by OMB Circular A-102
11. Will comply, or has already complied,with the Federal actions to State(Clean Air)implementation
requirements of Titles II and III of the Uniform Relocation Plans under Section 176(c)of the Clean Air Act of
Assistance and Real Property Acquisition Policies Act of 1955, as amended(42 U.S.C.§§7401 et seq.); (g)
1970(P.L. 91-646)which provide for fair and equitable protection of underground sources of drinking water
treatment of persons displaced or whose property is under the Safe Drinking Water Act of 1974,as
acquired as a result of Federal and federally-assisted amended(P.L.93-523);and,(h)protection of
programs.These requirements apply to all interests in real endangered species under the Endangered Species
property acquired for project purposes regardless of Act of 1973,as amended(P.L.93-205).
Federal participation in purchases.
16. Will comply with the Wild and Scenic Rivers Act of
12. Will comply with the provisions of the Hatch Act(5 U.S.C. 1968(16 U.S.C.§§1271 et seq.)related to protecting
§§1501-1508 and 7324-7328)which limit the political components or potential components of the national
activities of employees whose principal employment wild and scenic rivers system.
activities are funded in whole or in part with Federal funds.
17. Will assist the awarding agency in assuring compliance
13. Will comply,as applicable,with the provisions of the Davis- with Section 106 of the National Historic Preservation
Bacon Act(40 U.S.C. §§276a to 276a-7),the Copeland Act Act of 1966,as amended(16 U.S.C.§470),EO 11593
(40 U.S.C. §276c and 18 U.S.C. §874), and the Contract (identification and protection of historic properties),and
Work Hours and Safety Standards Act(40 U.S.C.§§327- the Archaeological and Historic Preservation Act of
333)regarding labor standards for federally-assisted 1974(16 U.S.C. §§469a-1 et seq).
construction subagreements.
18. Will cause to be performed the required financial and
14. Will comply with flood insurance purchase requirements of compliance audits in accordance with the Single Audit
Section 102(a)of the Flood Disaster Protection Act of 1973 Act Amendments of 1996 and OMB Circular No.A-133,
(P.L.93-234)which requires recipients in a special flood "Audits of States, Local Governments,and Non-Profit
hazard area to participate in the program and to purchase Organizations."
flood insurance if the total cost of insurable construction
and acquisition is$10,000 or more. 19. Will comply with all applicable requirements of all other
15. Will comply with environmental standards which may be Federal laws,executive orders, regulations,and policies
prescribed pursuant to the following:(a)institution of governing this program.
environmental quality control measures under the National 20. Will comply with the requirements of Section 106(g)of
Environmental Policy Act of 1969(P.L. 91- the Trafficking Victims Protection Act(TVPA)of 2000,as
190)and Executive Order(EO) 11514;(b)notification amended(22 U.S.C. 7104)which prohibits grant award
of violating facilities pursuant to EO 11738; (c) recipients or a sub-recipient from(1)Engaging in severe
protection of wetlands pursuant to EO 11990;(d) forms of trafficking in persons during the period of time
evaluation of flood hazards in floodpiains in accordance that the award is in effect(2)Procuring a commercial
with EO 11988; (e)assurance of project consistency sex act during the period of time that the award is in
with the approved State man agem t program effect or(3)Using forced labor in the performance of the
developed under the Coastal on Management Act of award or subawards under the award.
1972(16 U.S.C. §§1451 et seq.) ( conformity of
SIGNATURE OF AUTHORIZED C YTIFYING OFFICIAL TITLE
Director of Public Works and Planning
APPLICANT ORGANIZATION DATE SU MITTED
County of Fresno
SF-424D(Rev.7-97)Back
ATTACHMENT C
Sources and Uses of Funds during the Affordability Period are anticipated as follows:
Anticipated Sources of Estimated Project Funds Antici ated Uses of Estimated Proiect Funds
Source Amount Acquisition 352,817
State HCD Multifamily Housing Program $9,522,413 Construction 25,362,023
HCD Joe Serna Loan $3,165,160 Financing $3,753,252
County of Fresno (PWP) HOME Loan $1,000,000 Operating Reserves 309,368
County of Fresno (CAO)ARPA Grant via Soft Costs & Development $7,422,019
SHE $210,000 Fees
Cherry Crossing LLC/GP Equity $100 Total Project Cost $37,199,479
LP Equity (mostly from LIHTC) 22,310,325
Deferred Developer Fee 931,063
Accrued Interest During Construction $60,418
Total $37,199,479
INFORMATION REQUIRED • •JECT CLOSEOUT
These charts are included for illustrative purposes only.The County shall provide an Excel workbook for Borrower's
completion.Accurate completion of these charts and submission of corroborating documentation are required for
the County to close the Project in IDIS.
Initial HOME-Assisted • • • Information
ADA Number Max
HOME Room of HOME Utility Total Monthly
Unit Unit# &Type Bedrooms Occupant Rent Allowance Rent
1
2
3
4
5
6
7
8
9
10
11
% Of
HOME Annual Median Hispanic/ Assistance
Unit Income Income Latino Race Size Type Type
1
2
3
4
5
6
7
8
9
10
11
AH P2094
Total Project-Based •
HOME Grant Funds (costs incurred by County staff for Project) TBD by County
Deferred Payment HOME Loan $1,000,000.00
Other Federal Funds
State/Local Funds
Tax-Exempt Bond Proceeds
• . e Funds
Private Loans
Owner Cash Contributions
Private Grants
Low Income Housing Tax Credit Proceeds
*Also attach California TCAC final cost certification with report of independent auditors.
Project Energy
Total Units Assisted Units
Energy Star Certified Energy Star Certified
0 0
Name of Alternative Actual Energy Efficiency
Energy Efficiency Standard Used Score of Constructed Project
for Construction &Issuing Body Using Alternative Energy Standard*
*Also attach certification document.
AH P2094
Accessible Units Completed
Total Units
Section 504 Actually
Accessible Constructed Assisted Units
504 Accessible to Be Units Section Section 504
Minimum Standards Created 504 Accessible Accessible
Physical Disabilities(5%min. = min. of 4) 11
Auditory/Visual Disabilities(2%min. = min.of 2) 8
Total Section 504 Accessible Units(min. of 6) 19
*Also attach architect's certification.
Section 3
Total Labor Hours (for entire Project, not just HOME-assisted)
Section 3 Worker Hours (Benchmark >_ 25%)
Targeted Section 3 Worker Hours (Benchmark >_ 5%)
The Borrower, all contractors, and all subcontractors shall certify compliance with HUD's regulations at 24 CFR Part
75, which implement Section 3. As evidenced by Borrower's execution of this contract, Borrower certifies that it is
under no contractual or other impediment that would prevent it from complying with the 24 CFR Part 75 regulations,
including but not limited to: employment and training, contracting, recordkeeping, reporting, and complying with
the following two benchmarks set by HUD for HOME-funded Section 3 Projects as published in the Federal Register
on September 29,2020:
1. 25%or more of the total number of labor hours worked by all workers on a Section 3 Project must be done
by Section 3 workers. i.e.Section 3 Labor Hours/Total Labor Hours>=25%
2. 5%or more of the total number of labor hours worked by all workers on a Section 3 project must be done
by Targeted Section 3 workers. i.e.Targeted Section 3 Labor Hours/Total Labor Hours>=5%
If Borrower fails to meet one or both benchmark requirements for this Project, Borrower must report in a form
prescribed by HUD on the qualitative nature of its Section 3 compliance activities and those of its contractors and
subcontractors.Such qualitative efforts may include, but are not limited to those listed at 24 CFR 75.15(b).
AH P2094
ATTACHMENT E
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 75,
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 F
U.S. DEPARTMENT OF HUD 2023
STATE:CALIFORNIA 2023 2023-24 HOME PROGRAM RENTS
Fresno, CA MSA
County of Fresno
HOME rent limits in effect upon Agt. execution, 11311 2 BR 3 BR
effective June 15, 2023
Low HOME Rent(applies to 0-50%AMI*) $773 $928 $1,072
High HOME Rent(applies to 51-65%AMI*) $986 $1,184 $1,360
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 G
co
COUNTY OF FRESNO - COMMUNITY DEVELOPMENT
HOME Investment Partnerships Program
O 1$56 O
FRESt LEASE COMPLIANCE/VAWA ADDENDUM
EACH HOUSEHOLD MUST SIGN THIS ANNUALLY, BE GIVEN A COPY, & ORIGINAL KEPT ON FILE
Tenant:
Property Address:
Property Name: Unit#: Date:
❑ Initial Lease ❑ Renewal Lease Units are: ❑ Fixed or ❑ Floating
I.The tenant was offered an initial one year lease term and by mutual consent elected a:
❑ one year lease ❑ six month lease ❑ month to month
II.Tenant agrees to a month to month lease after the expiration of the initial lease term
❑ Yes ❑ No ❑ Not Applicable
III.Prohibited terms: The above-referenced lease "Lease" MAY NOT contain any of the following
A. Agreement to be sued: Agreement by the tenant to be sued,to admit guilt,or to a judgment in favor of the
owner in a lawsuit brought in connection with the lease;
B. Treatment of property: Agreement by the tenant that the owner may take, hold, or sell personal property of
household members without notice to the tenant and a court decision on the rights of the parties. This
prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal
property remaining in the housing unit after the tenant has moved out of the unit. The owner may dispose of
this personal property in accordance with state law;
C. Excusing owner from responsibility: Agreement by the tenant not to hold the owner or the owner's agents
legally responsible for any action or failure to act, whether intentional or negligent;
D. Waiver of notice: Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant;
E. Waiver of legal proceeding: Agreement by the tenant that the owner may evict the tenant or household
members without instituting a civil court proceeding in which tenant has the opportunity to present a defense,
or before a court decision on the rights of the parties;
F. Waiver of a jury trial: Agreement by the tenant to waive any right to a trial by jury;
G. Waiver of right to appeal court decision: Agreement by the tenant to waive the tenant's right to appeal,or to
otherwise challenge in court, a court decision in connection with the lease;
H. Tenant chargeable with cost of legal actions regardless of outcome: Agreement by the tenant to pay
attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the
tenant. The tenant, however, may be obligated to pay costs if the tenant loses;
I. Mandatory supportive services: Agreement by the tenant(other than a tenant in transitional housing)to
accept supportive services that are offered.
IV. Termination of Tenant
The owner may not terminate or refuse to renew the lease of a tenant of rental housing assisted with HOME funds,
except for the following reasons:
• serious or repeated violations of the lease;
• violation of applicable Federal, State, or local law;
• for completion of the tenancy period for transitional housing;or
• for other good cause.
To terminate or refuse to renew tenancy,the owner must serve written notice upon the tenant specifying the grounds
for the action at least 30 days before the termination of tenancy
AHP2094 v1 Page 1 of 3
V. VAWA Protections
The following provisions are hereby added to the Lease for purposes of complying with 24 CFR§92.253 and the
Violence Against Women Reauthorization Act of 2022(VAWA):
A. VAWA Protections apply to all tenants and survivors of abuse, domestic violence,dating violence, sexual
assault, or stalking, regardless of actual or perceived sex, gender, gender expression, or sexual orientation.
B. The owner may not consider incidents of domestic violence,dating violence, sexual assault or stalking as
serious or repeated violations of the lease or other"good cause"for termination of assistance,tenancy or
occupancy rights of the survivor of abuse.
C. If the tenant survivor of abuse desires to terminate the Lease early,they may do so without penalty if the
owner(or County of Fresno upon appeal)determines that the tenant has met the conditions for an
emergency transfer under 24 CFR Part 5.2005(e). This will be evidenced, in part,through the Certification
of Domestic Violence, Dating Violence, Sexual Assault, or Stalking, and Alternate Documentation (HUD
Form 5382)and Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence,
Sexual Assault, or Stalking (HUD Form 5383)forms or updated version of said forms.As of 2023,these
forms are available at: https://www.hud.gov/vawa
D. The owner may bifurcate the Lease, or remove a house member from the Lease in order to evict, remove,
terminate occupancy rights, or terminate assistance to such member who engages in criminal activity directly
relating to domestic violence, dating violence, sexual assault, or stalking against an affiliated individual or
other individual without regard to whether the household member is a signatory to the Lease and without
evicting, removing, or terminating assistance to a victim of such criminal activity who is also a tenant or lawful
occupant. The owner may choose to bifurcate the Lease at their discretion. The owner's refusal to bifurcate
the Lease does not restrict the tenant's ability to terminate the Lease if the tenant has met the conditions for
an emergency transfer.
E. The owner may not consider criminal activity directly relating to abuse, engaged in by a member of tenant's
household or any guest or other person under the tenant's control, cause for termination of assistance,
tenancy, or occupancy rights if the tenant or an affiliated individual of the tenant is the victim or threatened
victim of that abuse.
F. The owner may request in writing that the victim or an affiliated individual of the tenant certify that the
individual is a victim of abuse and that the tenant complete and submit documentation of abuse, using the
Certification of Domestic Violence, Dating Violence, Sexual Assault,or Stalking (HUD Form 5382), or other
documentation as noted on the certification form,to receive protection under VAWA. Failure to provide the
documentation within 14 business days of request,or an agreed upon extension date, may result in eviction.
G. Any information submitted to the owner will be kept confidential and will not be disclosed to any other
individual or entity except if disclosure is consented to by the victim, is required for an eviction or is otherwise
required by law.
VI.State of California Tenant Protections Apply
Tenants assisted by HOME shall be protected by all other applicable tenant protections afforded by the State of CA.
VII. Tenant Reporting
Tenant is required to provide timely and accurate information to the owner to determine tenant's eligibility at move-in
and recertification. A failure to provide such certifications, verifications and information in a timely manner, as
reasonably requested by owner, or any falsification or willful misrepresentation thereof, shall be deemed a material
non-compliance with the lease.
VIII. Conflict with Other Provisions of the Lease
In case of any conflict between the provisions of this Addendum and other sections of the Lease, the provisions of
this Addendum shall prevail. The provisions of this Addendum are incorporated into the Lease as of the same date
and set forth at length therein.
IX. Updates, Questions, &Concerns
This form shall be updated to the most recent version provided by the County of Fresno.Tenants with questions or
concerns about the rights and responsibilities afforded by this addendum may call (559)600-4292.
AHP2094 v1 Page 2 of 3
Resident Signature Date Resident Signature Date
Resident Signature Date Resident Signature Date
Owner Representative Date
The following National Hotlines can assist Survivors:
National Domestic Violence National Human Trafficking
Hotline Hotline
1-800-799-SAFE (7233) 1-888-373-7888
TYY: 1-800-787-3224 711 (TTY)
Text "START" to 88788 Text: 233733
National Sexual Assault Hotline National Runaway Safeline
1-800-656-HOPE (4673) 1-800-RUNAWAY (800-786-2929)
National Teen Dating Abuse National Center for Victims of
Helpline Crime
1-866-331-9474 1-855-VICTIM (1-855-484-2846)
1-866-331-8453 (TTY) (call or text)
StrongHearts Native Helpline
1-844-7NATIVE (762-8483)
AHP2094 v1 Page 3 of 3
ATTACHMENT H
INSURANCE REQUIREMENTS
PARTNERSHIP: Cherry Crossing, L.P.
GENERAL PARTNER: Cherry Crossing LLC
PROJECT NAME: Cherry Crossing I
PROJECT TYPE: New Construction and Ongoing Operation of Affordable Multifamily Rental Housing
REQUIRED INSURANCE POLICIES •
Without limiting the COUNTY's right to obtain indemnification from the PARTNERSHIP or any third parties,GENERAL
PARTNER, at its sole expense, shall maintain in full force and effect, at least, the following insurance policies
throughout the entire term of this Agreement (including the entire Affordability Period). The County reserves the
right to review and adjust the required insurance provisions, conditioned upon County's determination of changes
in risk exposures.
ALL-RISK PROPERTY INSURANCE
Property Insurance written on an All-Risk basis,except earthquake and flood,with coverage for the full replacement
value of all buildings and improvements located on the Property as described in Exhibit A to this Agreement. The
policy must not contain a coinsurance penalty provision. The COUNTY must be added as an additional loss payee.
The GENERAL PARTNER's failure to procure or maintain such insurance shall be considered a material breach of this
Agreement.
COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence
and an annual aggregate of Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis
and applied separately to work performed under this Agreement. Coverage must include products, completed
operations, property damage, bodily injury, personal injury,advertising injury,and contractual liability.
The policy must name the COUNTY of Fresno, its officers, agents, employees, and volunteers, individually and
collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance,
maintained by the COUNTY is excess only and not contributing with insurance provided under the GENERAL
PARTNER's policy.
AUTOMOBILE LIABILITY INSURANCE
Automobile liability insurance with limits of not less than One Million Dollars($1,000,000) per occurrence for bodily
injury and for property damages.Coverage must include any auto used in connection with this Agreement.
Project:AHP2094 Page 1 of 6
WORKERS COMPENSATION INSURANCE
Workers compensation insurance as required by the laws of the State of California with statutory limits.
EMPLOYER'S LIABILITY INSURANCE
Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily
injury and for disease.
REQUIRED • • POLICIES
Without limiting the COUNTY's right to obtain indemnification from the PARTNERSHIP or any third parties,GENERAL
PARTNER shall require its construction contractors and subcontractors to maintain, at the respective party's sole
expense,in full force and effect the following insurance policies and requirements until after a Notice of Completion
has been recorded on the property and all construction-related expenses have been paid or as specified in the
"Claims-Made Policies"section herein.
COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence
and an annual aggregate of Five Million Dollars ($5,000,000). This policy must be issued on a per occurrence basis
and applied separately to work performed under this Agreement. Coverage must include products, completed
operations, property damage, bodily injury, personal injury,advertising injury,and contractual liability.
The policy must name the COUNTY of Fresno, its officers, agents, employees, and volunteers, individually and
collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance,
maintained by the COUNTY is excess only and not contributing with insurance provided under the contractor's or
subcontractor's policy.
AUTOMOBILE LIABILITY INSURANCE
Automobile liability insurance with limits of not less than One Million Dollars($1,000,000) per occurrence for bodily
injury and for property damages.Coverage must include any auto used in connection with this Agreement.
WORKERS COMPENSATION INSURANCE
Workers compensation insurance as required by the laws of the State of California with statutory limits.
EMPLOYER'S LIABILITY INSURANCE
Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily
injury and for disease.
BUILDER'S RISK
Builder's Risk (Course of Construction) insurance utilizing an "All Risk" (Special Perils) coverage form, with limits
equal to the completed value of the project and no coinsurance penalty provisions. Such coverage shall name the
COUNTY as a loss payee as their interest may appear
Project:AHP2094 Page 2 of 6
PROFESSIONAL LIABILITY
Professional liability(if Design/Build),with limits of not less than$2,000,000 per occurrence or claim,and$2,000,000
policy aggregate.
SURETY BONDS
1. Bid Bond
2. Performance Bond
3. Payment Bond
4. Maintenance Bond
The Payment Bond and the Performance Bond shall be in a sum equal to the construction contract price prior to the
execution of all loan and related documents. If the Performance Bond provides for a one-year warranty a separate
Maintenance Bond is not required. If the warranty period specified in the contract is for longer than one year a
Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible
corporate surety,authorized to issue such bonds in the State of California and secured through an authorized agent
with an office in California.
REQUIRED INSURANCE POLICIES FOR PROFESSIONAL
Without limiting the COUNTY's right to obtain indemnification from the PARTNERSHIP or any third parties,GENERAL
PARTNER shall require its professional service contractors and subcontractors (including but not limited to any
property management agents) to maintain, at the respective party's sole expense, in full force and effect the
following insurance policies and requirements until after a Notice of Completion has been recorded on the property
and all construction-related expenses have been paid or as specified in the"Claims-Made Policies"section herein.
COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence
and an annual aggregate of Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis
and applied separately to work performed under this Agreement. Coverage must include products, completed
operations, property damage, bodily injury, personal injury,advertising injury,and contractual liability.
The policy must name the COUNTY of Fresno, its officers, agents, employees, and volunteers, individually and
collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance,
maintained by the COUNTY is excess only and not contributing with insurance provided under the contractor's or
subcontractor's policy.
AUTOMOBILE LIABILITY INSURANCE
Automobile liability insurance with limits of not less than One Million Dollars($1,000,000) per occurrence for bodily
injury and for property damages.Coverage must include any auto used in connection with this Agreement.
WORKERS COMPENSATION INSURANCE
Workers compensation insurance as required by the laws of the State of California with statutory limits.
Project:AHP2094 Page 3 of 6
EMPLOYER'S LIABILITY INSURANCE
Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily
injury and for disease.
PROFESSIONAL LIABILITY
Professional liability insurance, which applies (but is not limited) to services provided by architects and engineers,
with limits of not less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.This requirement
shall not apply to property management agents.
ADDITIONAL REQUIREMENTS
These requirements apply to all the required insurances in this Agreement.
CLAIMS MADE POLICIES
If any policy is written on a claims-made coverage form,then (1) the retroactive date must be prior to the date on
which services began under this Agreement; (2) the parties shall maintain the policy and provide to the COUNTY
annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3)
if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date
prior to the date on which services begin under this Agreement, then the party shall purchase extended reporting
coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement.
EXCESS/UMBRELLA LIABILITY POLICIES
A combination of primary and excess insurance policies which provide coverage as broad as the underlying primary
policies may be used to satisfy the Required Insurance provisions. If any Excess or Umbrella Liability policies are used
to meet the limits of liability required by this agreement, then said policies must be "following form" of the
underlying policy coverage, terms, conditions, and provisions and must meet all of the insurance requirements
stated in this Agreement, including, but not limited to, the additional insured, contractual liability & "insured
contract" definition for indemnity, occurrence, indemnity and defense, Self-Insured Retentions (SIRS), and primary
& non-contributory insurance requirements stated therein.
SELF-INSURED RETENTIONS/DEDUCTIBLES
Self-insured retentions "SIRS" and deductibles which apply to the required insurance policies must be declared to
the COUNTY on a certificate of insurance. The County retains the right to require the party to (1) provide proof of
ability to pay losses and related investigations,claim administration,and defense expenses within the retention, (2)
reduce or eliminate such deductibles or self-insured retentions as they apply to the COUNTY, or, (3) require a bond
(or other acceptable financial instrument) guaranteeing payment of all deductibles and SIRS, including all related
claims investigation, administration, and defense expenses. Such bond must be executed by a corporate surety
licensed to transact business in the State of California.The policy language must provide,or be endorsed to provide,
that the self-insured retention may be satisfied by either the named insured or the COUNTY.Any and all deductibles
and SIRs must be the sole responsibility of the party who procured such insurance and must not apply to the
additional insured parties.The COUNTY may deduct from any amounts otherwise due to GENERAL PARTNER to fund
the SIR/deductible. Policies must not contain any self-insured retention (SIR) provision that limits the satisfaction of
the SIR to the COUNTY. The policy must also provide that defense costs, including the allocated loss adjustment
expenses,will satisfy the SIR or deductible.
Project:AHP2094 Page 4 of 6
ACCEPTIBILITY OF INSURERS
All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in
the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A:VII.
NOTICE OF CANCELLATION OR CHANGE
For each insurance policy required under this Agreement, the party shall provide to the COUNTY,or ensure that the
policy requires the insurer to provide to the COUNTY, written notice of any cancellation or change in the policy as
required in this paragraph.
For cancellation of the policy for nonpayment of premium, the party shall, or shall cause the insurer to, provide
written notice to the COUNTY not less than 10 days in advance of cancellation.
For cancellation of the policy for any other reason, and for any other change to the policy, the party shall, or shall
cause the insurer to, provide written notice to the COUNTY not less than 30 days in advance of cancellation or
change.
The COUNTY in its sole discretion may determine that the failure of the party or its insurer to timely provide a written
notice required by this paragraph is a material breach of this Agreement.
COUNTY'S ENTITLEMENT TO GREATER COVERAGE
If the party has or obtains insurance with broader coverage, higher limits, or both,than what is required under this
Agreement,then the COUNTY requires and is entitled to the broader coverage, higher limits, or both.To that end,
the GENERAL PARTNER shall deliver, or cause its broker or producer to deliver, to the parties referenced in the
"Verification of Coverage Section" herein, certificates of insurance and endorsements for all of the coverages that
have such broader coverage, higher limits, or both, as required under this Agreement.
WAIVER OF SUBROGATION
To the fullest extent permitted by law, all required insurance policies shall contain a waiver of subrogation waiving
the right and the insurer(s)'right to recover against the COUNTY,its officers,agents,employees,and volunteers any
amounts paid under any of the insurance policies required by this Agreement. Each party is solely responsible to
obtain any policy endorsement that may be necessary to accomplish that waiver, but each party's waiver of
subrogation under this paragraph is effective whether or not the respective party obtains the endorsement.
COUNTY'S REMEDY FOR PARTNERSHIP'S FAILURE TO MAINTAIN
If a party fails to keep in effect at all times any insurance coverage required under this Agreement,the COUNTY may,
in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that
failure, or purchase such insurance coverage, and charge the cost of that coverage to the GENERAL PARTNER. The
COUNTY may offset such charges against any amounts owed by the COUNTY to the GENERAL PARTNER under this
Agreement.
CONTRACTORS AND SUBCONTRACTORS
The GENERAL PARTNER shall require and verify that all contractors and subcontractors used by the PARTNERSHIP to
provide services under this Agreement maintain insurance meeting the respective insurance requirements provided
in this Agreement.
Project:AHP2094 Page 5 of 6
VERIFICATION OF COVERAGE
Within 30 days after the GENERAL PARTNER signs this Agreement,prior to commencement of work,and at anytime
during the term of this Agreement as requested by the COUNTY's Department of Public Works and Planning,
COUNTY's Risk Manager,or the COUNTY's Administrative Office,the PARTNERSHIP shall deliver,or cause its broker
or producer to deliver,to(1)the COUNTY at 2220 Tulare St.6th Floor,Community Development,Fresno,CA 93721,(2)
ComDev@fresnocountyca.gov, and (3) by mail or email to the person identified to receive notices under this
Agreement— certificates of insurance and endorsements for all of the coverages required under this Agreement.
Project:AHP2094 Page 6 of 6
ATTACHMENT I
Anticipated . Schedule
Max Dollar
Amount 10% Amount
Draw# Portion of Funds Requested Retention Disbursed
0 Deposit at Escrow $0 $0 $0
Modest Draw for Direct
optional $5,000 $500 $4,500
Deposit
1 25% of Total Loan Amt.
$245,000 $24,500 $220,500
(1st construction draw)
2 25% of Total Loan Amt. $250,000 $25,000 $225,000
(2nd construction draw)
3 25% of Total Loan Amt. $250,000 $25,000 $225,000
(3rd construction draw)
4 25% of Total Loan Amt. $250,000 $25,000 $225,000
(4th construction draw)
Totals $1,000,000 $100,000 $900,000
Retention Amount
5 (available to request after $100,000 $0 $100,000
COUNTY's punchlist has
been remediated)
After execution of this Agreement, a modest draw may be made based on actual documented eligible
expenses prior to the first construction draw for the purpose of establishing direct deposit capabilities.
The amount of the modest draw will be subtracted from the first construction draw. If OWNER does not
desire to set up direct deposit, the optional amount shown above may be included in the 1 st construction
draw.
ATTACHMENT J
Proposed Project Schedule
CHERRY CROSSING I MILESTONES INITIAL APPROVED COMPLETION DATE
Plan Check Revisions Expected Prior to Agreement Execution
Building Permits Ex ected Prior to Agreement Execution
14-Day Notice to COUNTY of Pre-Construction
Mtg. Expected Prior to Agreement Execution
Pre-Construction Meeting with OWNER,
COUNTY (ComDev & Labor Compliance), &
Prime Contractor Expected Prior to Agreement Execution
Start Construction February 29, 2024
Proof of Insurance Due 30 Days After Agreement Execution
All Other Required Documents Due Prior to First Construction Draw
Framing Complete on All Residential Buildings December 31, 2024
Construction Substantially Complete, Except
for Sign-Off by Pacific Gas & Electric April 30, 2025
Construction Complete, as evidenced by the
Certificate of Occupancy Coo being Issued July 31, 2025
COUNTY's Community Development Division 2 weeks after CoO,
Inspection COUNTY may not unduly delay inspection
2 weeks after Inspection,
Punchlist Remediated unless otherwise agreed
All Receipts & Reimbursement Requests Must
Be Submitted to COUNTY by 90 days after Coo
After Coo has been issued and all
Record Notice of Completion (NOC) receipts/reimbursement requests have been made.
Lease-Up Complete and Submission to County
Of IDIS Information Required for Project Closeout Within 3 Months of NOC
Conversion to Permanent Loan January 31, 2026 (estimated)
Modification of any dates listed above is governed by Section IX(D)(3), subject to the limits of
Section IX(D)(2). Only the dates in Section IX(D)(2) shall govern default with regards to timing of
performance.
ATTACHMENT K
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: