NEIGHBORHOOD STABILIZATION PROGRAM III SINGLE FAMILY ATTACHED RESIDENTIAL STRUCTURES FOR SALE AGREEMENT NEIGHBORHOOD STABILIZATION PROGRAM III
SINGLE FAMILY ATTACHED RESIDENTIAL STRUCTURES FOR-SALE
AGREEMENT BETWEEN
THE CITY OF CLEARWATER (City)
AND
SP COUNTRY CLUB HOMES, LLC (Developer)
(the "Developer Agreement")
THIS AGREEMENT is entered into this 9th day of November, 2012 by and between the City of Clearwater,
Florida (herein called "City") and SP Country Club Homes, LLC, (herein called "Developer').
This agreement is contingent upon written approval by Neighborhood Lending Partners of West Florida, Inc.,
(herein called "Neighborhood Lending Partners"), and Pinellas County Community Development Department
(herein called "County") for the funding to be provided through this agreement by City for the Country Club
Townhomes Project at 113 North Betty Lane, in Clearwater, Florida (herein called "Country Club
Townhomes").
WHEREAS, the City has been awarded funds from the United States Department of Housing and Urban
Development (HUD) for a Neighborhood Stabilization Program III, which is referred to herein as "NSP3"; and
WHEREAS, the City wishes to engage the Developer to assist the City in using a portion of the NSP3 award in
accordance with applicable notices, regulations and guidance from HUD;
NOW, THEREFORE, it is agreed between the parties hereto that;
I. SCOPE OF SERVICE
Developer will be responsible for carrying out NSP3 development activities in a manner reasonably
satisfactory to the City and consistent with all standards required as a condition of providing these funds.
A. Developer Responsibilities
1. Developer will carry out this program in compliance with the regulations, policies, procedures and
other requirements of NSP3, and the City (See Statement of Assurances attached hereto and
incorporated herein as Exhibit D).
2. It is incumbent and expected that the developer will disclose all identity of interest and/or related
party relationships prior to the execution of this agreement. City reserves the right to review any
identity of interests and/or related party relationships disclosed by the Developer, and/or perceived
by the City at any time during this agreement. The City also reserves the right to take any actions
as may be deemed necessary to address cost reasonableness issues that may arise as a result of
all identity of interest and or related party relationships.
3. All properties acquired for development had a previously completed Environmental Review through
the County, which shall be reviewed and shall have City's written approval prior to final execution of
this agreement.
4. The scope of work and overall project budget, including all sources and uses, is described in Exhibit
A (attached hereto and incorporated herein). Developer is responsible for providing these
deliverables within the time periods and for the budgets described therein. The total use of NSP3
funds provided under this agreement may not exceed the total amount of NSP3 funds indicated in
Exhibit A.
Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
5. A copy of the detailed new construction plans, material specifications and cost estimates must be
provided by Developer to the City for review and approval, and are included in this agreement, by
reference. Developer shall complete all work according to these specifications and plans, and in
compliance with all applicable codes and standards, including the Florida Building Code; the
standard for Energy Star Qualified New Homes; and all federal requirements, including the lead-
based paint regulations found at 24 CFR, Part 35.
6. Developer is responsible for managing the construction process, and for ensuring that all work is
completed using good workmanship, and that all contractors and subcontractors follow the
requirements as outlined in this agreement and complete work in a timely and efficient manner.
Work sites shall be maintained in a clean condition and secured as necessary. City takes no
responsibility for losses incurred by developer or contractors associated with NSP3 projects. City
may conduct inspections of the work at any time to ensure that it meets standards, and is
progressing according to schedule.
7. Developer is responsible for securing all applicable manufacturer warranties from contractors and
passing them on to the homebuyer. Developer shall require in its construction contract with its
contractor, a 12 month warranty on all completed work and parts. All buyer claims shall be against
the Developer, exclude City and all consortium members, and Developer hereby indemnifies and
releases the City for any such claims.
8. Developer is responsible for ensuring that project specifications are clear and for managing the
construction process effectively in order to reduce the necessity for change orders.
When necessary, developer shall secure written change orders for any and all changes to
construction contracts outlining any adjustments to the amount of the contract, the scope of work,
and/or the time of completion. These change orders shall be signed by all parties to the
construction contract prior to commencing execution of the amended work plan. The revised scope
of work and budget must remain in compliance with this agreement between the Developer and the
City. If the change order will bring the project out of compliance with this agreement, then the
Developer will need to obtain approval of an amendment to the Developer Agreement prior to
obtaining approval of the change order request to the construction contract.
9. Developer shall maintain workers compensation insurance, commercial comprehensive liability
insurance, and automobile liability insurance as described below, and hazard insurance on each
property, and shall require each contractor to maintain the following:
a. Proof of workers compensation insurance applicable to employees for statutory coverage limits
for general contractor and all subcontractors, and employer's liability insurance for general
contractor& all subcontractors, which meets all applicable state and federal laws.
b. Proof of builders risk insurance for 100% of the contract price.
c. Proof of commercial comprehensive general liability insurance for contractors ($1,000,000 for
each occurrence and for bodily injury & $2,000,000 for products/completed operations and
general aggregate). City to be listed as Other Insured on Developer policy.
d. Proof of automobile liability insurance ($1,000,000 Bodily Injury and Property Damage)
e. A performance bond for 100% of the contract price for each unit.
f. A payment bond for 100% of the contract price for all construction contracts.
10. Developer's expenditures for program delivery will be limited as follows, unless changes to the
limits are agreed to in writing by the City and Developer for a particular property:
a. All NSP3 funds through this agreement are to be expended for the construction of the units
identified below. The net proceeds of sales, as described in "m" below, shall be utilized to
provide direct assistance to eligible homebuyers, as described below. Any funds not utilized for
this purpose are to be returned to the City.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
b. The minimum number of properties to be constructed: four (4) total, to include the following:
Building Number Address
7 1281 Saw grass Street
7 1283 Saw grass Street
7 1285 Saw grass Street
7 1287 Saw grass Street
Number of Number of Number of bathrooms in Square Footage City's maximum
completed Units of bedrooms in each of each contribution to develo ment
each type completed unit each completed completed unit p
unit costs for each unit
4 3 2.5 1300 $118,942.50
c. Designated target areas: This project will be carried out in the East Gateway Target Area
located in Census Tract 264 in Clearwater, Florida.
d. Allowed amount of down payment assistance and required homebuyer contribution: NSP3 net
proceeds may be used to pay for up to 50% of the minimum required down payment for the 1St
mortgage, and may pay for any associated closing costs. The homebuyer is responsible for
paying the remaining 50% of the required down payment.
e. Initially upon the unit being completed, the Allowed total amount of combined NSP3 mortgage
and down payment assistance per buyer (affordability subsidy): The allowable combined
amount of NSP3 mortgage and down payment assistance per Buyer will be at least $1,000 and
not more than $60,000. The maximum amount of the affordability subsidy will be determined by
the following calculation:
• The gap required to make the mortgage payments, including principal, interest, taxes, and
insurance affordable at thirty percent (30%) of the household's monthly gross income.
This financial assistance for each NSP3 unit buyer further increases the affordability of the unit
purchase by offering a "soft second mortgage" that provides permanent financing for a portion of
the costs that were funded by NSP3 during the development period. The total amount of
mortgage/down payment assistance will be secured by a promissory note and mortgage deed
with City named as lien holder, as a loan made at 0% interest with all payments deferred and
the principal amount due upon sale or transfer of the property during the 30-year affordability
period. A land use restrictive agreement will be recorded to ensure the 30-year affordability
period. At the end of the 30-year affordability period, if the original household continues to
occupy and own the unit, the full amount of assistance will be forgiven.
f. Other limits on expenditures: Other construction costs described in Exhibit A are not subject to
per-unit cost limits on a line-item basis, but must be reasonable and ordinary costs of
development and, in the aggregate, must conform to the per-unit cost limits and average costs
described elsewhere in this document
g. Developer will account for expenditures by provision of invoices from the contractor(s) for work
done on the specific units funded through this agreement, and will be field verified by the City
based upon an inspection of progress and completion at the site. The City will expect for all
requests for payment to be in writing and accompanied by invoices from the contractor(s), along
with lien waivers.
h. Maximum sale price: The sale price may not exceed the after-construction market value of the
unit as determined by an as improved appraisal, or the total amount of NSP3 and non-NSP3
expenditures, whichever is less.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
i. Establishment of a lien in favor of City: Upon sale of an NSP3-funded home, City will cause the
homebuyer(s) to execute a promissory note, mortgage deed and land use restrictive agreement
in favor of City for the combined amount of the mortgage assistance and down payment
assistance as defined herein. The note, mortgage deed, and land use restrictive agreement
(LURA) must be prepared by City.
j. The developer is responsible for referring income eligible prospective homebuyers to HUD
approved homebuyer counseling agencies for a minimum of 8 hours of required homebuyer
counseling. Ensure that all homebuyers possess a certificate of completion of HUD mandated
pre-purchase counseling and homebuyer education from a HUD approved Homebuyer
Counseling Agency in order to meet program guidelines prior to their purchase of an NSP3
funded home.
k. Upon sale of an NSP3-funded home, Developer will utilize the City's portion of net proceeds of
sale to provide homeownership assistance to the eligible household purchasing the unit from
which net proceeds are originating, and/or return the City's portion of net proceeds of sale to the
City. All net proceeds returned to the City are considered to be program income. The City's
portion of net proceeds of sale is the city's NSP3 investment in the home, minus the amount of
any mortgage assistance and down payment assistance provided to buyer, as defined herein
and described on the settlement statement.
I. The four (4) NSP3-assisted units to be developed must be sold only to households at or below
120% of the area median income. This is necessary to meet the developer's responsibilities
regarding the overall NSP3 income limitations. In addition, the developer is strongly encouraged
to sell the homes to households at or below 80% of the area median income, if possible, in
order to assist in meeting the overall goals of the project associated with the Community
Development Block Grant (CDBG) funds that were used for land acquisition.
AMI °f Household Size
City of 1 2 3 4 5 6 7 8
Clearwater
80% $31,600 $36,100 $40,600 $45,100 $48,750 $52,350 $55,950 $59,550
120% $47,400 $54,240 $60,960 $67,680 $73,200 $78,600 $84,000 $89,400
m. For each unit sold Developer shall produce a "Homeowners' Resource Book." This Resource
Book will be presented to the homebuyer at final punch list walk through of the unit and shall
contain:
i. Warranties for all major unit systems
ii. Contact information for Developer and/or general contractor to address warranty items
iii. Schedule and Guide for Preventative Maintenance
iv. Contact Information for public services and homeownership resources.
B. City Responsibilities
City is responsible for the following tasks and deliverables.
1. Managing all draws of NSP3 funds from HUD and paying valid and properly documented draw
requests from Developer. Inspections will be conducted by the City prior to the disbursement of any
funds. Requests for disbursements of NSP3 funds, including necessary construction inspections,
shall be conducted in a timely manner; City will clearly and promptly describe any deficiencies
identified by City that prevent a disbursement or portion of a disbursement from being approved.
Upon the request of Developer, City must promptly itemize and describe such deficiencies in
writing.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
2. Monitoring all program activities of Developer to assure compliance with the terms of this
Agreement, including all NSP3 requirements.
3. Ensuring that information required by NSP3 is reported in the Disaster Recovery Grant Reporting
(DRGR) system in a timely manner. City must comply with the NSP3 performance reporting
requirements and with any additional reporting requirements announced by HUD at any time during
the duration of this agreement. Developer may be asked to provide information to City for this
purpose.
C. Developer Staffing
Any changes in the key personnel assigned or their general responsibilities under this project are
subject to the prior approval of the City.
D. Performance Monitoring
The City will monitor the performance of the Developer based upon goals and performance standards
as stated in this agreement along with all other applicable federal, state and local laws, regulations, and
policies governing the funds provided under this contract. Substandard performance on behalf of the
Developer includes, but is not limited to, failure to respond in a timely manner to City requests for
information or corrective actions, work not being performed as per plans and specifications, unsafe job
site conditions, work that is proceeding more than 30 days behind the approved schedule, or other
breaches of this Agreement. Any substandard Performance will constitute noncompliance and a breach
with the terms of this Agreement. If corrective action is not taken by the Developer within 10 business
days from the date of City's request for information or corrective actions, the Developer will be
considered non-responsive, and in breach of this agreement, and necessary action will be taken by
City, up to and including suspension or termination of this agreement.
Developer agrees to provide HUD, the HUD Office of Inspector General, the General Accounting Office,
the City, or the City's internal auditor(s) access to all records related to performance of activities in this
agreement.
E. Progress Reports and Other Reports
Developer hereby agrees to provide in a timely manner all necessary progress reports and other
reports required by City on forms to be provided by City.
II. TIME OF PERFORMANCE
A. Start and Completion Dates
Services of the Developer shall start on the date this agreement is signed by all parties and end on the
28th day of February, 2014 with all NSP3 funds allocated having been expended and houses sold,
unless City at its sole discretion approves a later completion date. All funds must be expended by
February 28th, 2013. Construction of all houses must be complete by April 30, 2013. All houses must be
completed and occupied by February 28th, 2014. Attached hereto and incorporated herein as Exhibit 8
is the approved construction and draw schedule. In the event the project budget timetable stated in this
paragraph is not met, then Developer understands that the total NSP3 project grant funds may not be
available to fund the work to be performed by Developer pursuant to this agreement.
III. BUDGET
A. Program Budget
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
The total amount of NSP3 funding allocated to Developer is $475,770. This amount represents an
allocation of the City's total NSP3 funding contingent upon Developer's performance, and is the total of
the budgets for each unit as aggregated in Exhibit A.
B. Budget Details
An overall project budget and detailed budget analysis for each unit are included in Exhibit A. In
addition, the City may reasonably require more detailed or different budget breakdowns than the one
contained herein and the Developer shall provide such supplementary budget information in a timely
fashion in the form and content prescribed by the City.
C. Recapture and Reallocation of Developer's Allocation of NSP3 Funds
If this agreement is terminated or if the agreement expires, then all unspent NSP3 funds will be
recaptured and reallocated. In this case, all eligible costs previously expended by the Developer in
conformance with the terms of this agreement will be paid upon the timely submission (within 30 days
of termination or expiration of agreement) of an invoice and other required documentation and receipts
for these costs.
City may, at its sole discretion, grant, in writing, a brief extension of the agreement deadline based
upon extenuating circumstances and compelling evidence that units will be completed and funds
expended during the extended period.
IV. PAYMENT
A. It is expressly agreed and understood that the total amount of NSP3 funds to be paid by the City to the
Developer under this Agreement shall not exceed the amount described in Section /// A herein.
Requests for the payment of eligible expenses shall be associated with the completed budget line items
in Exhibit A, according to the draw schedule in Exhibit B, and in accordance with satisfactory
workmanship and performance.
B. Project expenses shall be paid based on submitted invoices or receipts for actual expenses incurred or
paid. All such expenses shall be in conformance to the approved project budget. Budget revision and
approval shall be required prior to payment of any expenses not conforming to the approved project
budget.
C. Requests for payment must be submitted by Developer on forms specified by City, (attached hereto
and incorporated herein as Exhibit C) with adequate and proper documentation of eligible costs
incurred in compliance with NSP3 and CDBG rules. Developer agrees to submit requests for payment
in a timely manner in the form and times directed by City.
D. There will be a 5% retainage for all general contractor and subcontractor costs for each draw, including
a retainage on any general contractor fee.
E. City will pay to Developer funds available under this Agreement based upon information submitted by
Developer and consistent with any approved budget and City policy concerning payments. Payments
will be made for eligible NSP3 related expenses actually incurred by Developer, and will not exceed
actual cash requirements. Payments will be adjusted by City in accordance with advance fund and
program income balances available in Developer accounts. In addition, City reserves the right to
liquidate funds available under this contract for costs incurred by City on behalf of Developer.
F. Funds will be drawn through the DRGR system, following the City entering of the appropriate project
data into the system, and payments made to the Developer upon receipt of the Developer's complete
and properly submitted requests for payment for activities under this agreement. The time period from
the proper submission of an invoice and all required back-up documentation and receiving payment will
typically be 30 days.
G. The NSP3 funds advanced to the project will be secured by a note and mortgage on the property by the
City, which shall be partially released upon the sale of each unit to an eligible buyer.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
H. City reserves the right to inspect records and project sites to determine that reimbursement and
compensation requests are reasonable. City also reserves the right to hold payment until adequate
documentation has been provided and reviewed.
I. Developer may submit a final invoice upon completion. A request for final payment shall be
accompanied by invoices and final lien waivers. Final payment shall be made after City has
determined that all services have been rendered, and files and documentation delivered.
J. Units shall be placed in service by February 28, 2014. All units must be placed in service in full
compliance with NSP3 regulations, including submission of a completion report and documentation of
eligible occupancy and long-term use restrictions. City will issue a substantial completion form signed
by the contractor's representative, the architect, the developer, and a City representative prior to final
payment.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid),
commercial courier, or personal delivery. Any notice sent as aforesaid shall be effective on the date of
sending. All notices and other written communications under this Agreement shall be addressed to the
individuals in the capacities indicated below, unless otherwise modified by subsequent written notice.
VI. REPORTING, MONITORING, AND ACCESS TO RECORDS
A. Developer agrees to submit any and all reports required by HUD or City.
B. Developer shall collect and maintain Project beneficiary information pertaining to household size,
income levels, racial characteristics, and the presence of Female Headed Households in order to
determine low and moderate-income benefit in a cumulative and individual manner. Income
documentation shall be in a form consistent with NSP3 requirements. Developer will provide City with
all required information. City will maintain the information in its database.
C. Developer agrees to provide City access to records and projects at any time during project
implementation or for five years after project closeout for purposes of verifying compliance with NSP3
requirements and this agreement. Access shall be immediately granted to City, HUD, the Comptroller
General of the United States, or any of their duly authorized representatives to any books, documents,
papers, and records of Developer or its contractors which are directly pertinent to that specific contract
for the purpose of making audit, examination, excerpts, and transcriptions.
D. City reserves the right to audit the records of Developer any time during the performance of this
Agreement and for a period of five years after final payment is made under this Agreement. If required
by A-133 (non-profit entities that expend $500,000 or more in a year in Federal awards shall have a
single or program-specific audit conducted for that year) , developer will provide Agency with a certified
audit of Developer's records representing the Fiscal Year during which the project becomes complete.
E. Project Closeout — Developer's obligation to City shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making final
payments, accounting for use of funds, and submittal of all reports and records required by City.
VII. FEDERAL PROVISIONS
A. Remedies for breach of contract &Termination for cause and for convenience
In accordance with 24 CFR 85.43, suspension or termination may occur if Developer materially fails to
comply with any term of the award. The award may be terminated in accordance with 24 CFR 85.44.
1. If Developer fails in any manner to fully perform and carry out any of the terms, covenants, and
conditions of the agreement, or if Developer refuses or fails to proceed with the work with such
diligence as will insure its completion within the time fixed by the schedule set forth in this
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
agreement, Developer shall be in default and notice in writing shall be given to Developer of such
default by City or an agent of City. If Developer fails to cure such default within such time as may
be required by such notice, City may at its option terminate and cancel the contract.
a. In the event of such termination, all funds awarded to Developer pursuant to this agreement
shall be immediately revoked and any approvals related to the project shall immediately be
deemed revoked and canceled. In such event, Developer will no longer be entitled to receive
any compensation for work undertaken after the date of the termination of this agreement, as
the grant funds will no longer be available for this project.
b. In such event, Developer shall be entitled to receive just and equitable compensation for any
work satisfactorily completed hereunder to the date of said termination.
c. Notwithstanding the above, Developer shall not be relieved of liability to the City for damages
sustained by City by virtue of any breach of the contract by Developer and City may withhold
any payments to Developer for the purpose of setoff until such time as the exact amount of
damages due City from Developer is determined whether by court of competent jurisdiction or
otherwise.
d. Neither City or Developer shall be liable to the other for failure to perform its obligations
hereunder if such failure is caused by or results from causes beyond its control, including Acts
of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war,
invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war,
rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities,
nationalization; compliance with any regulation, order, or required government sanction; an
inability to secure the necessary personnel (because of strike or lockout); or an inability to
obtain or transport necessary material on the open market.
e. If a party asserts Force Majeure as an excuse for failure to perform the party's obligation, then
the nonperforming party must prove that the party took reasonable steps to minimize delay or
damages caused by foreseeable events, that the party substantially fulfilled all non-excused
obligations, and that the other party was timely notified of the likelihood or actual occurrence of
an event (Force Majeure).
f. Such termination shall not effect or terminate any of the rights of City as against Developer then
existing, or which may thereafter accrue because of such default, and the foregoing provision
shall be in addition to all other rights and remedies available to City under the law and the note
and mortgage (if in effect), including but not limited to compelling Developer to complete the
project in accordance with the terms of this agreement, in a court of equity.
g. The waiver of a breach of any term, covenant or condition hereof shall not operate as a waiver
of any subsequent breach of the same or any other term, covenant, or condition hereof.
h. It is acknowledged that Developer's failure to achieve substantial completion of the Work within
the Time of Performance provided by this Agreement will cause City to incur substantial
economic damages and losses. If Developer does not satisfactorily complete the required
number of houses within the timeframes described in this Agreement, then City, at its sole
discretion, will pursue one or more of the following options:
i. City may continue to hold Developer responsible to complete the construction of the houses
for a specified period of time. For houses that have not started construction, City may
require Developer to complete the housing units or forfeit or return any and all subsidies
allocable to those units. For housing units on which construction has started, but which have
not been completed to the point where they are eligible for a certificate of occupancy, City
may require Developer to complete the houses.
ii. City may take over ownership and control of the property from the developer, with a 30 day
notice. This Agreement confers that right upon City if houses are not completed within the
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
agreed upon time-frames. If City exercises this option, Developer shall forfeit any fee or
profit associated with any uncompleted and/or unsold units and forfeit or return any and all
subsidies allocable to the uncompleted portion of work. Calculation of any subsidies to be
returned or forfeited will be made based upon work not completed at the expiration of the 30
days provided in the notice.
i. Developer is responsible for selling the units according to the Draw schedule as outlined in
Exhibit B. If the units are not sold as required herein, the Developer shall continue to market the
units.
j. The Developer is prohibited from renting, leasing or lease-purchase of units under this
agreement as these activities will not assist the City in meeting the NSP3 national objective of
the sale of units for which funding was approved and disbursed under this agreement.
k. Construction of all houses must be complete by April 30, 2013. All houses must be completed
and occupied by February 28, 2014.
B. Contracting, Labor& Hiring Provisions
During the performance of this contract, Developer agrees as follows:
1. Developer will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, or national origin(s). Developer will take affirmative action to ensure the
applicants are employed, and that employees are treated during employment, without regard to
their race, color, religion, sex or national origin(s). Such action shall include, but not be limited to,
the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. Developer agrees to post in conspicuous places, available to employees
and applicants for employment, notices to be provided by the contracting officer of City setting forth
the provisions of this nondiscrimination clause.
2. Developer will, in all solicitations or advertisements for employees placed by or on behalf of
Developer, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.
3. Developer will comply with all provisions of Executive Order 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the Secretary of Labor.
4. Developer will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto,
and will permit access to its books, records, and accounts by the agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules, regulations, and order.
In the event Developer is found to be in noncompliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations or orders, this contract may be canceled, terminated
or suspended in whole or in part and Developer may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965 or by rule, regulations, or order of the Secretary of Labor or as
otherwise provided by law.
5. Developer shall conduct all contracting and purchases with NSP3 funds to ensure that materials
and services are obtained in a cost-effective manner.
6. Developer will include the provisions of this Section in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. Developer agrees to comply with the non-discrimination in employment
and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in
Section 109 of the HCDA are still applicable.
7. Developer agrees to comply with the provisions of Contract Work Hours and Safety Standards Act
(40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations
pertaining to labor standards insofar as those acts apply to the performance of this Agreement.
8. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its
implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. Developer shall
maintain documentation that demonstrates compliance with hour and wage requirements of this
part. Such documentation shall be made available to City for review upon request.
9. Developer will use its best efforts to afford small businesses, minority business enterprises, and
women's business enterprises the maximum practicable opportunity to participate in the
performance of this contract. As used in this contract, the terms "small business" means a business
that meets the criteria set forth in Section 3(a) of the Small Business Act, as amended (15 U.S.C.
632), and "minority and women's business enterprise" means a business at least fifty-one (51)
percent owned and controlled by minority group developers or women. Developer may rely on
written representations by businesses regarding their status as minority and women-owned
business enterprises in lieu of an independent investigation.
10. Compliance with the provisions of Section 3 of the Housing and Urban Development Act of 1968, as
amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules
and orders issued hereunder prior to the execution of this contract, shall be a condition of the
Federal financial assistance provided under this contract and binding upon City, Developer and any
of Developer's contractors and subcontractors. Developer agrees to abide by these provisions.
C. Other Federal Provisions
Developer covenants and warrants that it will comply with all applicable laws, ordinances, codes, rules
and regulations of the state, local and federal governments, and all amendments thereto.
1. Environmental review — All NSP assistance is subject to the National Environmental Policy Act of
1969 and related federal environmental authorities and regulations at 24 CFR Part 58.
Developer will not undertake or commit any funds to physical or choice-limiting actions, including
property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to
the Tier II environmental clearance, and must indicate that the violation of this provision may result
in the denial of any funds under the agreement until Tier II Clearance has been achieved.
2. Flood Disaster Protection — In accordance with the requirements of the Flood Disaster Protection
Act of 1973 (42 U.S.C. 4001), Developer shall assure that for activities located in an area identified
by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood
insurance under the National Flood Insurance Program is obtained and maintained as a condition of
financial assistance for acquisition or construction purposes (including rehabilitation.)
3. Historic Preservation — Developer agrees to comply with the Historic Preservation requirements set
forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the
procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for
Protection of Historic Properties, insofar as they apply to the performance of this agreement.
4. Relocation — Developer agrees to comply with the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49
CFR Part 24; 24 CFR Part 42 — Displacement, Relocation Assistance and Real Property Acquisition
for HUD and HUD Assisted Programs; and 24 CFR 570.606 — Displacement, relocation acquisition,
and replacement of housing, as may be amended by the NSP NOFA. Developer also agrees to
comply with applicable City or local ordinances, resolutions and policies concerning the
displacement of persons.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
a. To meet these requirements, the owner of record must be notified in writing that Federal
financial assistance will be used in the transaction and that if agreement cannot be reached
through negotiation, that the acquisition will not take place. There are specific URA voluntary
acquisition requirements that must be met depending on whether or not the buyer has the
power of eminent domain and will not use it (see 49 CFR 24.101(b)(1)(i)-(iv)) or if the buyer
does not have the power of eminent domain (see 49 CFR 24.101(b)(2)). Any acquisition under
possible threat of eminent domain cannot be considered a "voluntary acquisition" (even if the
seller is willing to negotiate).
b. The relocation provisions of the Uniform Relocation Act apply to NSP funds. An unlawful
occupant (see 49 CFR 24.2(a)(29)) who is displaced for an NSP-funded acquisition will not be
entitled to relocation assistance and payments. However, a lawful occupant displaced for an
NSP-funded acquisition will generally be eligible for relocation assistance and payments under
URA. Developer shall provide appropriate relocation assistance (URA or Section 104(d)) to
eligible displaced persons as defined by applicable HUD and/or URA regulations that are
displaced as a direct result of acquisition, rehabilitation, demolition or conversion for an NSP-
assisted project.
5. Developer agrees to comply with applicable state and local civil rights ordinances and with Title VI
of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended,
Section 104(b) and Section 109 of Title I of the Housing and City Development Act of 1974 as
amended (the HCDA), Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities
Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order
11246 as amended by Executive Orders 11375, 11478, 12107 and 12086, and will include the
provisions in every subcontract or purchase order, specifically or by reference, so that such
provisions will be binding upon each of its contractors and subcontractors.
6. Developer agrees to comply with all applicable standards, orders, or requirements issued under
Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33
U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR
part 15).
7. Developer agrees that no funds provided, nor personnel employed under this Agreement, shall be
in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of
Title V of the United States Code. Developer is prohibited from using funds provided herein or
personnel employed in the administration of the program for inherently religious activities, lobbying,
political patronage, and nepotism activities.
8. Conflict of Interest — The provisions of 24 CFR 570.611, apply to the award of any contracts under
the agreement and the selection of buyers for NSP-assisted units. No member or Delegate to the
Congress of the United States shall be permitted to any share or part of this contract or any benefit
herefrom. No member, officer or employee of City; or its designees, or agents; or member of
Council of City; and no other public official of City who exercises any functions or responsibilities
with respect to the program during his tenure or for one (1) year thereafter, shall have any interest
direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed
under this agreement. Exceptions must be requested by City, and the City may work with HUD to
grant exceptions as permitted by Regulation.
9. Energy efficiency standards and policies - Developer agrees to comply with mandatory standards
and policies relating to energy efficiency which are contained in the state energy conservation plan
issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94A 163, 89 Stat. 871).
10. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Developers who apply or bid for an award of
$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of Congress, officer or
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose
any lobbying with non-Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the recipient.
11. Debarment and Suspension (E.O.s 12549 and 12689) - No contract shall be made to parties listed
on the General Services Administration's List of Parties Excluded from Federal Procurement or
Nonprocurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and
Suspension." This list contains the names of parties debarred, suspended or otherwise excluded
by agencies, and contractors declared ineligible under statutory or regulatory authority other than
E.O. 12549.
VIII. General Conditions
A. Dispute Resolution
The laws of the State of Florida shall govern this agreement. Should a dispute occur regarding any
aspect of this Agreement that leads to legal action both City and Developer agree to waive their rights
to a jury trial and instead first seek mediation and then arbitration for settlement. Developer should
note that the terms of the NSP3 grant ends on March, 2014 and therefore limits City's access to funds
to settle claims after such date.
B. All notices or other communication which shall or may be given pursuant to this Agreement shall be in
writing and shall be delivered by personal service, or by registered mail addressed to the other party at
the address indicated herein or as the same may be changed from time to time. Such notice shall be
deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
City Developer
Geraldine Campos Lopez Peter Leach, Vice President
Director, Economic Development & Housing SP Country Club Homes, LLC
112 S. Osceola Ave. 2430 Estancia Blvd, Ste#101
Clearwater, FL 33756 Clearwater, FL 33761
C. Title and paragraph headings are for convenient reference and are not a part of this Agreement.
D. In the event of conflict between the terms of this Agreement and any terms or conditions contained in
any attached documents, the terms in this Agreement shall rule.
E. Any amendments to this agreement must be made in writing, signed by both parties to this agreement,
and attached hereto.
F. No waiver or breach of any provision of this Agreement shall constitute a waiver of a subsequent
breach of the same or any other provision hereof, and no waiver shall be effective unless made in
writing.
G. City's failure to act with respect to a breach by Developer does not waive its right to act with respect to
subsequent or similar breaches. The failure of City to exercise or enforce any right or provision shall
not constitute a waiver of such right or provision.
H. The parties hereto agree that this Agreement shall be construed and enforced according to the laws of
the State of Florida.
I. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under
the laws of the State of Florida or City, such provisions, paragraphs, sentences, words or phrases shall
12
Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to
conform with such laws, then same shall be deemed severable, and in either event, the remaining
terms and provisions of this Agreement shall remain unmodified and in full force and effect.
J. The obligations undertaken by Developer pursuant to this Agreement shall not be delegated or
assigned to any other person or agency unless City shall first consent to the performance or
assignment of such service or any part thereof by another person or agency.
K. The Agreement shall be binding upon the parties hereto, their heirs, executors, legal representative,
successors and assigns.
L. Developer shall indemnify and save City and all of their technical assistance providers harmless from
and against any negligent claims, liabilities, losses and causes of action which may arise out of
Developer's activities under this Agreement, including all other acts or omissions to act on the part of
Developer, including any person acting for or on its behalf, and, from and against any orders,
judgments, or decrees which may be entered and from and against all costs, attorney's fees, expenses
and liabilities incurred in the defense of any such claims, or in the investigation thereof.
M. Developer shall require all of its contractors, sub-contractors and/or professional service providers to
indemnify and hold harmless City and its TA providers from and against any negligent claims, liabilities,
losses and causes of action which may arise out of the contractor's, sub-contractor's, and/or
professional service provider's activities under this Agreement, and, from and against any orders,
judgments, or decrees which may be entered and from and against all costs, attorney's fees, expenses
and liabilities incurred in the defense of any such claims, or in the investigation thereof.
N. Developer and its employees and agents shall be deemed to be independent contractors, and not
agents or employees of City, and shall not attain any rights or benefits under the civil service or pension
ordinances of City, or any rights generally afforded classified or unclassified employee; further they
shall not be deemed entitled to state Compensation benefits as an employee of City.
O. Funding for this Agreement is contingent on the availability of funds and continued authorization for
program activities and is subject to amendment or termination due to lack of funds, or authorization,
reduction of funds, and/or change in regulations.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
IN WITNESS WHEREOF,
City and Developer have caused their signatures to be hereunto affixed and duly attested
J. David Page, Managing Member Date
SP Country Club Homes, LLC
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
Countersigned: CITY OF CLEARWATER, FLORIDA
' t�Q j\fq\aw By:
George N. Cretekos William B. Horne II
Mayor City Manager
Approved as to form: Attest:
oF ryF`,,/�
Q
Laura Mahony Rosemarie Call ,
Assistant City Attorney City Clerk
WITNESSES:
Signature Date
Signature Date
Signature Date
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
Exhibit A: Scope of Work and Overall Project Budget
16
EXA 1$ IT Pt
Country Club Buildin 7 City NSP3 Construction Fundin
Building 7 Total Cost
Number of Units 4
Units 28,29,30,31
Unit Types A
Unit HVAC Sq.Ft. 1,300
Total HVAC Sq.Ft. 5,200
Construction Contract Summary:
Vertical Construction Cost 344,136
Drainage 5,500
Subtotal Hard Construciton Cost 349,636
General Requirements 4.00% 13,985
Subtotal Hard Cost&Gen.Req. 363,621
Contactor Overhead 4.00% 14,545
Construction Profit 6.00% 21,817
Total Const Contract Amount $ 399,984
Construction Cost per HVAC Sq.Ft. $ 76.92
Hard Cost Contingency 5% 19,999
Total Contract plus Contingency $ 419,983
Other General Development Costs: Paid At Closing Draw
Contractor Bond Invoice Amount Closing $ 7,988 7,988
Contractor GL Cost Invoice Amount Closing 5,266 5,800
Builders Risk Closing 1,621 1,620
Architect Fee Plans to Bldg.Dept. Closing 3,550 3,550
Architect Inspection Fees Per Draw 900
Vertical Building Permit Cost Closing 4,204 4,204
Impact Fees CO 5,080
Civil Engineer Record Drawings Water Hookups CO 300
Attorneys'Fees Closing 6,500 6,500
Title&Recording Closing 5,625 5,625
As Built Survey Completed Unit CO 400
Property Taxes Closing 1015 1015
Soft Cost Contingency Per Draw 12,805
Subtotal Other General Development Costs $ 35,769 55,787
Total Vertical Development Cost Building 7 $ 475,770
CCT Building 7 Uses of NSP3 Funds_11 06 2012.xls
Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
Exhibit B: Draw Schedule
Address :.. $ TDra $
1281 Sawgrass Street $32,194.23 $32,194.23 $37,277.54
1283 Saw ass Street $32,194.23 $32,194.23 $37,277.54
1285 Saw grass Street $32,194.23 $32,194.23 $37,277.54
1287 Saw ass Street $32,194.23 $32,194.23 $37,277.54
In addition to the amounts listed above, an additional $36,516.33 will also be held in the CITY'S
Construction Escrow for a construction contingency and other related construction-related costs.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
Exhibit C: Request for Payment Form to be Used by Developer
18
EXHIBIT C
Form Revised:10113/12
CITY OF CLEARWATER
Economic Development&Housing Department
Housing Division
Consolidated Action Plan FY2012-2013
Request for Payment
Period of:
invoice Numoer
or Invoice Date Description Amount
(if no Invoice#)
Totals $
Make Check Payable to: .,
We request payment for the attached invoices, as provided for in the terms of our contract with the City of
Clearwater, dated "110 t2''. We certify to the best of our knowledge that we have complied
with all applicable federal, state and local laws, regulations and ordinances.
Agency Name
Name and Title
Authorized Signature Date
Attach invoices and supporting documents
For Internal Use Only:
Funding Source:
Approver's Initials:
Date:
3
Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
Exhibit D: Statement of Assurances
STATEMENT OF ASSURANCES - NEIGHBORHOOD STABILIZATION PROGRAM
Developer hereby assures and certifies that it has complied or shall comply with section 1497 of the Wall
Street Reform and Consumer Protection Act of 2010 (Public Law 111-203, approved July 21, 2010), also
known as the Dodd-Frank Act and with Division B, Title III of the Housing and Economic Recovery Act of 2008,
(Public Law 110-289)(HERA) as amended by Title XII of Division A of the Recovery Act and related statutes,
corrections, and implementing rules, regulations, and guidelines applicable to projects financed under the
Clearwater, Florida NSP3 program. Specific assurances and certifications include but are not limited to the
following when applicable:
1. Compliance with grant and financial management guidelines in 24 CFR Part 84, Administrative
Requirements for Grants to Non-Profit Organizations, and U.S. Office of Management and Budget
Circular No. A-122, Cost Principles for Non-Profit Organizations (Applies to non-profit organizations) or
Compliance with grant and financial management guidelines in the Federal Accounting Regulations
(applies to for-profit organizations).
2. Expend all program funds in accordance with the requirements of 24 CFR 570 pertaining to eligible
project costs for the NSP3 program following CDBG guidelines.
3. Compliance with Civil Rights and Equal Opportunity statutes as set forth in Title I of the Civil Rights Act
of 1964 (Public Law 88-352), Title VIII of the Civil Rights Act of 1968 (Public Law 90-284), related
statutes and implementing rules and regulations. Developer shall implement its NSP program in
conformance with the requirements of 24 CFR 570.904 pertaining to equal opportunity and fair housing.
4. Compliance with Section 3, Economic opportunity requirements (12 U.S.C. 1701 u) (section 3)), as set
forth in 24 CFR, part 135.
5. Compliance with Labor Standards statutes as set forth in the Davis-Bacon Fair Labor Standards Act (40
U.S.C. 276a-276a-5), the Copeland "Anti-Kickback" Act (40 USC §276c and 18 USC §874), the
Contract Work Hours and Safety Standards Act (40 USC 327-330), as found in 24 CFR, part 5, and
related statutes and implementing rules and regulations (if applicable).
6. Compliance with Lead Based Paint Poisoning Prevention Act (42 U.S.C. 4831). Developer shall
implement its program in conformance with the requirements of 24 CFR 570.608 and 24 CFR Part 35
pertaining to the testing for and abatement of lead-based paint in HUD-assisted housing.
7. Compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. 4630) and implementing NSP regulations through 24 CFR 570.606 pertaining to
displacement, relocation, and acquisition.
8. Compliance with OMB Circular No. A-133, Audits of States, Local Governments and Non-Profit
Organizations and implementing rules and regulations. (Only for non-profit organizations)
9. Compliance with Section 504 of the Rehabilitation Act of 1973, as amended, and implementing rules
and regulations 24 CFR Part 8. Developer acknowledges and agrees that the housing quality
standards for units assisted with NSP3 program funds must, at a minimum, meet the housing quality
standards contained in 24 CFR 570.251 for the duration of this Agreement.
10. Authorized state and federal officials and representatives will have access to all books, accounts,
records, reports, files, and other papers, things, or property pertaining to the project in order to make
audits, examinations, excerpts and transcripts; each contract or subcontract also shall provide for such
access to relevant data and records pertaining to the development and implementation of the project.
11. Compliance with further statutory, regulatory, and contractual requirement(s) now or hereafter in effect
which are applicable to the receipt and expenditure of NSP3 Funds, as administered by the U.S.
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Neighborhood Stabilization Program III Attached Single Family For-sale Developer Agreement
Department of Housing and Urban Development.
12. Developer shall implement its program in conformance with 24 CFR 570.489(c)to assure that no funds
available under this agreement are requested until funds are needed for payment of eligible costs.
Further, the amount requested must be limited to the amount needed.
13. Developer shall implement its NSP3 program in conformance with the requirements of 24 CFR 570.611
pertaining to conflict of interest.
14. Developer agrees to cooperate fully with the government entity assigned to assume all of the
responsibilities for environmental review, decision making and action as specified and required under
the National Environmental Policy Act of 1969 (42 U.S.C. 4321) and Section 104 (f) of Title I of the
Housing and City Development Act and implementing regulations 24 CFR Part 58.
15. Developer certifies that all new construction and rehabilitation projects will meet the standards
for Energy Star Qualified New Homes, as outlined and required in the NSP3 notice, Federal
RegisterNolume 75, Number 201/Tuesday, October 19, 2010.
Certified By (Signature):
J. David Page, Managing Member: an authorized
signatory
20