NEIGHBORHOOD STABILIZATION PROGRAM II - SINGLE FAMILY DETACHED RESIDENTIAL STRUCTURES FOR SALENEIGHBORHOOD STABILIZATION PROGRAM III
SINGLE FAMILY DETACHED RESIDENTIAL STRUCTURES FOR-SALE
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THIS AGREEMENT is entered this � day of January, 2013 by and between the City of Clearwater, Flnrida, a
municipal corporation of the State of Florida, whose address is P.O. Box 4748, Clearwater, Florida 33758,
County of Pinellas, State of Florida (herein called "City") and Habitat for Humanity of Pinellas County,, Inc., a
non-profit corporation organized under the laws of the State of Florida, whose address is 13355 49"�' Street
North, Clearwater, Florida 33762 (herein called "Developer").
This agreement is contingent upon written approval by Neighborhood Lending Partners of West Floric�a, 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 constructian of at
least twerity fQUr,;(24)' affordable single-family detached houses in the 51-unit subdivision known as ;:�tevens
Creek, 1884 North Betty Lane, in Clearwater, Florida and legally described in Exhibit "A"' to this agraement
(herein called "the ProjecY');
WHEREAS, the City has been awarded funds from the United States Department of Housing ancl Urban
Development (HUD) under the Wall Street Reform and Consumer Protection Act of 2012 (Section 1497 of
Public Law 111-203), supplementing the original Neighborhood Stabilization Program 1 under the Housing and
Economic Recovery Act of 2008 Public Law 110-289 as amended, 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 2iward in
accordance with applicable notices, regulations and guidance from HUD to construct single family homes for
homebuyers whose income is 120% or less of the area median income;
WHEREAS, the City of Clearwater provided a Pinellas County Housing Trust Fund acquisition loan in an
original principal amount not to exceed $600,000; and
WHEREAS, the Pinellas County Board of County Commissioners provided an acquisition/infrastructure� loan in
an original principal amount not to exceed $1,425,000; and
WHEREAS, the Pinellas County Board of County Commissioners provided an infrastructure/ constructiion loan
in an original principal amount not to exceed 730 000• and
WHEREAS, the Neighborhood Lending Partners provided a construction loan in an original principal amount
not to exceed 500 000•
NOW, THEREFORE, it is agreed between the parties hereto that;
SCOPE OF SERVICE
Developer will be responsible for carrying out NSP3 development activities in a manner rea�onably
satisfactory to the City and consistent with all standards required as a condition of providing these fi�nds.
A. Developer Responsibilities
Developer will carry out the Project activities in compliance with the regulations, �policies,
procedures and other requirements of NSP3, and any Program Guidelines established ncaw or in
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
the future by the City, and which are incorporated herein by reference. The properties will be
developed under NSP Eligible Use E: redevelopment of demolished and vacant properties as
housing. See Exhibit E for Statement of Assurances.
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 revi��w any
identity of interests and/or related party relationships disclosed by the Developer, and/or pe�rceived
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 r��esult of
all identity of interest and or related party relationships.
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4.
All properties acquired for development, had a previously completed Environmental Review t.hrough
the County, which shall be reviewed and shall have City's written approval prior to final exec�ution of
this agreement.
The scope of work and overall project budget is described in Exhibit 8. Developer is respon;:�ible for
providing these deliverables within the time periods and for the budgets described therein. T'he total
use of NSP3 funds provided under this agreement may not exceed the total amount of NSP�3 funds
indicated in Exhibit 8 and in Section III A of this agreement.
5. A copy of the detailed new construction plans, material specifications and cost estimates rnust be
provided by Developer to the City for review and approval, and will be included in this agriaement,
by reference. Developer shall complete all work according to these specifications and plan::, and in
compliance with all applicable codes and standards at the time of, including the followinc�: must
meet all applicable local codes and zoning ordinances at the time of Project completiori, which
ensure that the housing is decent, safe, and sanitary. In the absence of a local code 1�or new
construction, all housing units must conform to the 2010 Florida Building Code or as annended.
Newly constructed housing must meet the current edition of the Model Energy Code publi,ahed by
the Council of American Building Officials and the minimum general building and energy e�ficiency
requirements of the NSP3 program, as well as all other related federal requirements, inclur,�ing 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 imanner.
Work sites shall be maintained in a clean condition and secured as necessary. City t��kes no
responsibility for losses incurred by developer or contractors associated with NSP3 proje�::ts. 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 equipment and appliance manufacturer
warranties from contractors and shall require in the construction contract a 12 month warrarity on all
labor and materials for completed work. All buyer claims exclude City.
8. Developer is responsible for ensuring that project specifications are clear and for mana�;�ing 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 �f work,
and/or the time of completion. These change orders shall be signed by all partie�; to the
construction contract prior to commencing execution of the amended work plan. The revised
construction scope of work and budget must remain in compliance with this agreement betvueen the
Developer and the City. If the construction 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 Dr;�veloper
Agreement from the City prior to obtaining approval of the change order request to the con:>truction
contract.
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
9. Developer shall maintain workers compensation insurance, commercial comprehensive liability
insurance, and automobile liability insurance as described below, and hazard insurance oin each
property, and shall require each contractor to maintain the following:
a. Proof of workers compensation insurance for general contractor & all subcontract�ars, as
required by State law.
b. Proof of builders risk insurance for 100% of the contract price.
c. Proof of commercial comprehensive general liability insurance for contractors ($1,000,�)00 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)
10. Developer will create and submit a detailed budget and sales price analysis for the aver�ige unit
utilizing the template provided by City. This detailed budget and analysis template has been
approved by City and is included as Exhibit C. This exhibit describes the detailed buciget for
acquisition, rehabilitation/construction, development, and all other costs associated with a� typical
unit. It also provides an analysis of the sales price and affordability of each unit. This ��nd the
specifications, plans, and cost estimates described above are the basis for the scope of wc�rk and
budget found in Exhibit 8.
11. Developer will secure releases of liens for lots 15, 40 and 41 as identified in section (b;� in the
Project from Neighborhood Lending Partners mortgage and note.
12. 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 vertical construction of units
on a revolving basis over the term of this agreement (Construction Bridge Loan). The City shall
disburse the loan initially for the construction of six (6) units listed in the table below in section
(b) and on an approved schedule. After the initial disbursements and sale of the first six units,
the funding not taken as Development Subsidy for the six units shall be retained by the
Developer and used for the construction of additional houses as identified in the table in section
(c) Funds shall continued to be utilized for the construction of additional houses and utillized as
Development Subsidy or affordability subsidy, when applicable, until the end of the lo��n term.
Any funds remaining after the units have been completed and the loan term has ended., will be
returned to the City of Clearwater.
b. Initial Construction Bridge Loan: The minimum number of properties to be constructed: six (6)
single family homes, to include the locations in the table below in section (b). NSP3 funding
under this agreement will be used at least partially for construction costs, the prov�ision of
development subsidies for a maximum of 24 units as identified in sections b and c or loan
closing costs. The NSP3 construction disbursements on each house should not exceed
$97, 500.00.
Units and Initial Disbursements:
LOT # ADDRESS PROJECTED FUNDING FUNDING TYPE
AMOUNT
15 1862 Fuller Drive, Clearwater $65,000 NSP3 Initial Disbursement
14 1864 Fuller Drive, Clearwater $97,500 NSP3 Initial Disbursement
40 1877 Fuller Drive, Clearwater $97,500 NSP3 Initial Disbursement
41 1875 Fuller Drive, Clearwater $97,500 NSP3 Initial Disbursement
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
11 1870 Fuller Drive, Clearwater $31,435.19
10 1872 Fuller Drive, Clearwater $31,435.18
Loan Closing Costs $ 4,629.63
TOTAL � $425,000
NSP3 Initial Disbursement
NSP3 Initial Disbursement
NSP3 Initial Disbursement
c. The Developer will use the sales proceeds from the sale of the six units funded by th�:� initial
disbursements to fund a portion of the construction costs or provide development sub:;,idy for
the housing units identified in the table below. The projected funding amount for each unit is
based on the projected disbursement schedule and may increase or decrease dependin!� upon
the funding needed by the developer to complete units, the amount of development :.�,ubsidy
applied or subject to the Neighborhood Lending Partners financing.
LOT # ADDRESS PROJECTED FUNDING FUNDING TYPE
AMOUNT _
9 1874 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
8 1876 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds
7 1878 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
6 1880 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
5 1882 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
4 1884 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds
3 1886 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds .
2 1888 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds ,
1 1890 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
31 1872 North Bett Lane, Clearwater $32,500 Habitat Sales Proceeds _
32 1878 North Bett Lane, Clearwater $32,500 Habitat Sales Proceeds .
33 1884 North Bett Lane, Clearwater $32,500 Habitat Sales Proceeds _
34 1889 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
35 1887 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
36 1885 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds _
37 1883 Fuller Drive, Cleanivater $32,500 Habitat Sales Proceeds _
38 1881 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds
39 1879 Fuller Drive, Clearwater $32,500 Habitat Sales Proceeds .
TOTAL $585,000
c.
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e
Designated target areas: Developer may carry out acquisition and/or development activ�ity only
in the following NSP3 Stevens Creek/North Greenwood Area and located in Census Trac::t 263.
Allowed amount of down payment assistance and required homebuyer contribution: NSF'3 funds
may be used to pay for up to 50% of the minimum required down payment for the 1St mc�rtgage,
and may pay for any associated closing costs. The homebuyer is responsible for pa�ying the
remaining 50% of the required down payment.
Development subsidy: Upon completion of the NSP3-assisted house, Developer shall de�termine
the amount of the "development subsidy" which is calculated by the difference betwaen the
sales price, as determined above, and the average per unit development cost as detailed in
Exhibit I.. To preserve the affordability of the unit, the development subsidy shall be �orgiven
and written off. The development subsidy is estimated at $16,000 per housing unit �nrith the
actual amount to be calculated at each closing not to exceed $20,000.
• Buyer Affordability subsidy: Developer shall determine the first mortgage amount that the
buyer qualifies for and if an affordability subsidy is required. The affordability subsidy
increases the affordability of the unit purchase by providing permanent financing for the
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
portion of the sales price not covered by the buyer's first mortgage loan. The m,:�ximum
amount of the affordability subsidy will be determined by the following calculation: l"he gap
required to make the mortgage payments, including principal, interest, taxes, and in::�urance
affordable at thirty percent (30%) of the household's monthly gross income.
g. Other limits on expenditures: Other construction costs described in Exhi6if C must be
reasonable and ordinary costs of development and, in the aggregate, must conforrri to the
average costs described elsewhere in this document.
#� Documenting expenditures: Developer will document NSP3 expenditures by proviciing an
average per unit development cost (Exhibit I) at the prior to loan closing for constructio��n. After
the sale of an NSP3-assisted home, the Developer will provide the City with a ciamplete
accounting of NSP3 expenditures for that unit and non-NSP3 expenditures, if any. The separate
accounting of NSP3 and other funds used is required for establishing the maximum allov�red sale
price and will provide necessary financial data on NSP3-funded expenditures in the evr;nt of a
HUD audit of program activities.
i. Developer will also account for expenditures by provision of invoices from the develop�r(s) for
work done on the specific units funded through this agreement, and will be field verifieci by the
City based upon an inspection of progress and completion at the site. The City will expe�at for all
requests for payment to be in writing and accompanied by invoices from the contractor(s;l, along
with lien waivers.
j. Maximum sale price: The sale price may not exceed the after-construction market valu�:� of the
unit as determined by an as improved appraisal.
k. Establishment of a lien in favor of City: Prior to the expenditure of NSP3 funds un�;ier this
agreement, Developer will execute a"blanket" developer mortgage deed and promissory� note in
favor of City against the Project for the initial amount of $425,000 as defined in 13 (b) above. A
copy of the developer mortgage deed and promissory note to be used is included as E�c�hibit D.
Upon sale of an NSP3-funded home and release of the City developer mortgage ar�d note,
Developer will cause a NSP-eligible homebuyer to execute a promissory note, mortgac�e deed
and land use restrictive covenant in favor of City for the amount of any affordability sul;>sidy to
the buyer as defined herein.
1. Developer is responsible for referring income eligible prospective homebuyers to HUD-a�aproved
homebuyer counseling agencies for a minimum of 8 hours of required homebuyer coun;;eling in
order to meet Program Guidelines prior to their purchase of an NSP3-funded home. Developer
shall also ensure that all homebuyers possess a certificate of completion of the HUD-m��ndated
pre-purchase counseling and homebuyer education requirements.
m. All initial NSP3 funds will be provided as partial costs to construct each housing unit le:ss loan
closing costs. The Developer acknowledges that each home will cost approximately $13t1,000 to
build with land acquisition cost of $36,000 for a total development cost of appro�c:imately
$166,000. The sales price of each unit will be approximately $150,000. The differential k�efinreen
the development cost and the sales price (i.e. development subsidy) in the amount of ,�16,000
(not to exceed $20,000) to be at calculated at closing will be provided through thp sales
proceeds. The difference befinreen the NSP3 funds provided for construction �ind the
development subsidy shall be reinvested and used for construction costs, affordability ;:�ubsidy,
or development subsidy for future housing units as identified in section 12c above.
Any NSP3 funds provided by the City that are not used as construction costs, devellopment
subsidy or affordability subsidy at the completion of the home must be reinvestecl in the
construction of future homes. The funds must continue to be reinvested until the enca of the
construction of the units as specified in this agreement. Any NSP3 funds that have nr�t been
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
utilized as construction costs, development subsidy or affordability subsidy at the complE;tion of
the project shall be returned to the City as program income.
n. Developer will ensure that each homebuyer is provided with a homebuyer disclosure for, which
shall be signed by the buyer acknowledging that Developer explained the requirements; of the
funding including but not limited to long term affordability, occupancy as principal residenr.:e, and
recapture of Buyer Affordability Subsidy, if any.
NSP3-assisted units must be sold only to income-qualified households in the catr;;gories
described below in at least the minimum numbers of units described. This is necessary t�� meet
the developer's responsibilities regarding the overall NSP3 income limitations.
Income category Minimum Number of units
Households at or below 120% of the area median income 24
The income limits listed above is subject to any changes, amendments or modification by HUD.
o. Developer will verify each buyer's income using NSP income certification guidelines according
to the Part 5(Section 8) standard at occupancy.
p. For each unit sold, Developer shall produce a"Homeowners' Resource Book." This Ri�source
Book will be presented to the homebuyer at final punch list walk through of the unit arid shall
contain:
i. Warranties for all major unit systems
ii. Contact information for Developer and/or general contractor to address warranty item�s
iii. Schedule and Guide for Preventative Maintenance
iv. Contact Information for public services and homeownership resources.
q. Developer will submit the following documentation to the City as conditions precedent to closing
on the loan:
a) Proof of ownership of the properties in the project;
b) Title Insurance: Within thirty (30) days of the effective date hereof, Developer shall d��liver to
City a title commitment issued by a title insurance company qualified to do busine:;s in the
State of Florida and acceptable to City, agreeing to issue to City upon recordinc� of the
Mortgage a Lender's Title Insurance Policy in the amount of said Mortgage, subjecl only to
applicable Permitted Exceptions.
c) Mortgage and promissory note acceptable to the City and duly authorized, executed and
delivered to the City.
d) A current certified survey or plat prepared by a surveyor acceptable to the Cit�y� of the
properties within the Project showing locations, setbacks, encroachments, easemer•�ts, right
of ways, flood zone certification, street lines, and other required sections.
e) Proof of public requirements such as letters from utility companies, consistency with� zoning,
necessary roads, soil test reports, etc.
fl Flood insurance if applicable.
g) Opinion of the Developer that Loan and other documents have been authorized, e:xecuted
and are enforceable; the company is a Florida not-for-profit corporation in good �:tanding;
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
that there are no pending or threatened litigation that could affect the financial conciition of
the Developer; and that the security interest described in the Mortgage is a valid lier� on the
properties and the security interest is good and valid.
h) Release of liens on the Project lots from Neighborhood Lending Partners or Pinellas County
when applicable.
i) HUD1 Settlement statement signed by Developer and City.
j) Proof of long-term lease or other ownership interest.
k) Development agreement between the Developer and Habitat CHDO.
I) Wiring instructions for a title company approved by the City.
m) Environmental review
n) Such additional documents as the City or its counsel may require to fulfill the terirns and
conditions of this agreement and to ensure that the City's lien is a valid lien.
B. City Responsibilities
City is responsible for the following tasks and deliverables.
1. Monitoring all program activities of Developer to assure compliance with the terms of this
Agreement, including all NSP3 requirements.
2. Managing all draws of NSP3 funds from HUD and paying valid and properly documente:d draw
requests from Developer. Processing requests for disbursements of NSP3 funds, ir�cluding
necessary construction inspections, in a timely manner; City will clearly and promptly describe any
deficiencies identified by City that prevent a disbursement or portion of a disbursement fror�n being
approved. Upon the request of Developer, City must promptly itemize and describe such
deficiencies in writing.
3. Ensuring that information required by NSP3 is reported in the Disaster Recovery Grant R�::porting
(DRGR) system in a timely manner. City must comply with the NSP3 performance rE.�porting
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.
4. Program income: Any proceeds received by the City from the Developer after the completioin of this
project shall be considered program income to the City in accordance with the CDBG regul�tions at
24 CFR 570.500. Program income is defined as the income generated from the use of
CDBG/NSP3 funds that is received by the City. This definition applies to the NSP program, unless
specifically noted elsewhere. The proceeds retained by the Developer shall not be considered as
program income.
5. The City shall be the sole determinant of how program income proceeds will be used. Of the
program income received by the City, at least 25% must be spent on housing for househotlds with
incomes of 50% AMI and below.
6. Upon sale of an NSP3-funded home, City will release the specific property from the Project and the
developer mortgage and note with issuing a satisfaction of mortgage for that property after closing
on the property. The release will be subject to a release price as described in that certain rr�ortgage
associated with this developer agreement.
7. Conducting a cost reasonableness review upon Developer's submission of a detailed development
and construction budget for each house in the Project to ensure that construction arid other
development costs are reasonable and within the range for similar costs in the market sand that
Developer is not unduly enriched.
8. Conducting construction inspections through its internal staff or approved third party professionals
to verify the completion of work being invoiced by Developer.
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
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 st�indards
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 requ�::sts for
information or corrective actions, work not being performed as per plans and specifications, un;�afe job
site conditions, work that is proceeding more than 30 days behind the approved schedule, c�r 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 biusiness
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 t2iken 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 activitie:a in this
agreement.
E. Progress Reports and Other Reports
Developer hereby agrees to provide in a timely manner all necessary progress reports anc� other
reports required by City on forms to be provided by City.
F. Long-Term Affordability
Developer agrees that any housing that is assisted with NSP3 funds under this agreement :�hall be
subject to Resale provisions at 92.254 of the HOME regulations and such housing must be resnld to a
homebuyer with an income at 120% AMI and below. The affordability period shall be 20 years firom the
date of occupancy. Such long-term affordability will be enforced by a restrictive covenant that shall run
with the property.
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 33
months after with all NSP3 (Entitlement and Program Income) funds allocated having been expended
and houses sold, unless City at its sole discretion approves a later completion date. A minii�num of
$300,000 must be expended by February 28, 2013 for the initial four units funded with disburs.ements
from the City as identified in Section I, paragraph 12 (b). The loan balance of $125,000 rmust be
expended by February 28, 2014. Construction of all houses funded through the Construction Bridge
Loan must be completed by June 30, 2015 as identified in 12 (c). All houses must be occupied by
August 31, 2015. Attached in Exhibit G is the project draw schedule template for comple:tion by
Developer and City approval upon the signing of the primary construction/rehabilitation contrac�l for the
project. In the event the project budget timetable stated in this paragraph is not met, then De�veloper
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. Funding Allocation
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
The total amount of NSP3 funding allocated to Developer is an initial loan of four hundred andl twenty
five thousand dollars ($425,000.00) in the form of a Construction Bridge Loan which revolve4� in the
amounts and terms provided in Section I, paragraph 12 (b) and (c) through revenues generatr::d from
the sales proceeds of the houses to be built and sold. This amount represents an allocation of th�� City's
NSP3 funding contingent upon Developer's performance, and is the total of the budgets for each� unit as
aggregated.
B. Budget Details
A detailed budget analysis for each unit is included in Exhibit C. In addition, the City may rea::�onably
require more detailed or different budget breakdowns than the one contained herein and the De��eloper
shall provide such supplementary budget information in a timely fashion in the form and ��ontent
prescribed by the City.
C. Repayment
Since this is a loan, NSP3 funding shall be repaid to the City from sales proceeds as defined h�rein in
Section I(12) (m) at the end of the loan term.
D. 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 Develr�per 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 r�eceipts
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 anc� funds
expended during the extended period.
E. Subordination
The City approves the mortgages that are senior to this Agreement including those held by f='inellas
County, the City and Neighborhood Lending Partners and further agrees to subordinate the NSF'3 loan
to such mortgages. The senior mortgages include the following:
Subject to that certain mortgage executed by Habitat for Humanity of Pinellas County, Inc., a Florida
not for profit corporation in favor of City of Clearwater dated 9/29/2008, recorded 9/30/2008 in O.R.
Book 16389, Page 1829 of the Public Records of Pinellas County, Florida, to secure the �riginal
principal amount of, $600,000; thereafter being subordinated by Subordination Agreement recc�rded in
O.R. Book 17320, Page 440, Public Records of Pinellas County, Florida.
Subject to that certain mortgage executed by Habitat for Humanity of Pinellas County, Inc., a Florida
not for profit corporation in favor of Pinellas County Board of County Commissioners dated 9/2�/2008,
recorded 9/30/2008 in O.R. Book 16389, Page 1842 of the Public Records of Pinellas County, Florida,
to secure the original principal amount of $1,425,000; thereafter being modified in O.R. Book 17246,
Page 1993 and Subordination Agreement in O.R. Book 17320, Page 446, all of the Public Rec;ords of
Pinellas County, Florida.
Subject to that certain mortgage executed by Habitat for Humanity of Pinellas County, Inc. a Florida not
for profit corporation in favor of Neighborhood Lending Partners of West Florida dated July 29�, 2011,
recorded August 3, 2011 in O.R. Book 7320, Page 448 of the Public Records of Pinellas i:;ounty,
Florida, to secure the original principal amount of $500,000.
Subject to that certain mortgage executed by Habitat for Humanity of Pinellas County, Inc., a Florida
not for profit corporation in favor of Pinellas County Board of County Commissioners dated �luly 29,
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NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
2011, recorded August 3, 2011 in O.R. Book 17320, Page 466 of the Public Records of F"inellas
County, Florida, to secure the original principal amount of $730,000.
IV. PAYMENT
A. It is expressly agreed and understood that the total amount of NSP3 funds to be paid by the Cit�i� to the
Developer under this Agreement shall not exceed the amount described in Section lll A Iherein.
Requests for the payment of eligible expenses shall be associated with the completed budget lirn:� items
in Exhibit' G,'; according to the draw schedule in Exhibit G, and in accordance with satis.Factory
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 revisi��n 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, Eathibit H 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 anci times
directed by City.
D. Payments will be made based on a maximum amount of funds provided for each unit payable through
sales proceeds for each unit sold as identified in Section I, paragraph 12 (b) of this agreement.
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. Pa��ments
will be made for eligible NSP3 related expenses actually incurred by Developer, and will not �E;xceed
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 make payment to the Developer upon receipt of the Developer's cc�mplete
and properly submitted requests for payment for activities under this agreement. The time peric�d from
the proper submission of an invoice and all required back-up documentation and receiving paym�ent will
typically be 30 days.
G. The NSP3 funds advanced to Developer for the project will be secured by a blanket note and mr.�rtgage
on the property by the City. The mortgage on each house shall be released upon sale of each h�ouse to
an eligible buyer. Upon sale and release of each house, the long-term affordability of each ho�,ase will
be secured by a restrictive covenant for the 20-year affordability period.
H. City reserves the right to inspect records and project sites to determine that reimbursem�nt and
compensation requests are reasonable. City also reserves the right to hold payment until aclequate
documentation has been provided and reviewed.
Developer may submit a final invoice upon completion. Final payment shall be made after C;ity has
determined that all services have been rendered, files and documentation delivered, and unilts have
been placed in service in full compliance with NSP3 regulations, including submission of a con�ipletion
report and documentation of eligible occupancy, property standards and long-term use restrictions. City
will issue a substantial completion form signed by the contractor's representative, the architr:�ct, the
developer, and a City representative prior to final payment.
Developer may request reimbursement for payments made under this agreement for construction
materials purchased and stored on the property or in a bonded warehouse provided that such materials
are securely stored, properly inventoried, and clearly stenciled or otherwise marked to indicate tt��at they
are the property of Developer, and provided that the City shall have received, reviewed, and ap�proved
documentation from Developer evidencing that for the development period.
10
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage pr�epaid),
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 addresse�� to the
individuals in the capacities indicated below, unless otherwise modified by subsequent written nc:►tice.
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 <��rder 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 C,ity 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 witl�i NSP3
requirements and this agreement. Access shall be immediately granted to City, HUD, the Com�ptroller
General of the United States, or any of their duly authorized representatives to any books, doc�,iments,
papers, and records of Developer or its contractors which are directly pertinent to that specific c:.ontract
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 c:ertified
audit of Developer's records representing the Fiscal Year during which the project becomes com�plete.
E. Project Closeout — Developer's obligation to City shall not end until all close-out requirememts are
completed. Activities during this close-out period shall include, but are not limited to: makii��g 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 8� 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 8��.44.
1. If Developer fails in any manner to fully perform and carry out any of the terms, covenar�ts, and
conditions of the agreement, or if Developer refuses or fails to proceed with the work wi�h such
diligence as will insure its completion within the time fixed by the schedule set forth in this
agreement, Developer shall be in default and notice in writing shall be given to Developer c�f 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 agr�:ement
shall be immediately revoked and any approvals related to the project shall immedia�tely 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 agreerrient, 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 d<�mages
sustained by City by virtue of any breach of the contract by Developer and City may vuithhold
11
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
any payments to Developer for the purpose of setoff until such time as the exact am��unt of
damages due City from Developer is determined whether by court of competent jurisdic;tion 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, includir•�g 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), ci�vil war,
rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist ac:tivities,
nationalization; compliance with any regulation, order, or required government sanction; an
inability to secure the necessary personnel (because of strike or lockout); or an inalaility 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 obligatiom, then
the nonperforming party must prove that the party took reasonable steps to minimize d�lay 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 occurr�ance of
an event (Force Majeure).
f. Such termination shall not effect or terminate any of the rights of City as against Developar then
existing, or which may thereafter accrue because of such default, and the foregoing pr���vision
shall be in addition to all other rights and remedies available to City under the law and tf�ie note
and mortgage (if in effect), including but not limited to compelling Developer to compl�te 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 Worlc: within
the Time of Performance provided by this Agreement will cause City to incur sub �tantial
economic damages and losses. If Developer does not satisfactorily complete the rr:�quired
number of houses within the timeframes described in this Agreement, then City, at i�ts sole
discretion, will pursue one or more of the following options:
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, Ci1:y may
require Developer to complete the housing units or forfeit or return any and all su�sidies
allocable to those units. For housing units on which construction has started, but whic;h have
not been completed to the point where they are eligible for a certificate of occupanc;y, 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 wil:hin the
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 to forfeit or return a�ny and
all subsidies allocable to the uncompleted portion of work. Calculation of any subsidie�s to be
returned or forfeited will be made based upon work not completed at the expiration o1� the 30
days provided in the notice.
i. Developer is responsible for selling the units according to the schedule as outlined in Ex,hibit G.
If the units are not sold as required herein, the Developer shall continue to market the unitts.
j. The Developer is prohibited from renting, leasing or lease-purchase of units uncler this
agreement as these activities will not assist the City in meeting the NSP3 national objertive of
the sale of units for which funding was approved and disbursed under this agreement.
k. Construction of all houses must be complete by June 30, 2015 and occupied by August 31,
2015.
12
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
B. Contracting, Labor 8� Hiring Provisions
During the performance of this contract, Developer agrees as follows:
Developer will not discriminate against any employee or applicant for employment because c�f race,
color, religion, sex, or national origin(s). Developer will take affirmative action to ens�are the
applicants are employed, and that employees are treated during employment, without re�aard 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 advr::rtising;
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 emr�loyees
and applicants for employment, notices to be provided by the contracting officer of City settiirig forth
the provisions of this nondiscrimination clause.
2. Developer will, in all solicitations or advertisements for employees placed by or on bE:�half of
Developer, state that all qualified applicants will receive consideration for employment without
regard to race, color, refigion, 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 SeK�tember
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 c�f 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 clause:� of this
contract or with any of such rules, regulations or orders, this contract may be canceled, ternninated
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 E�:ecutive
Order 11246 of September 24, 1965 or by rule, regulations, or order of the Secretary of Labc�r or as
otherwise provided by law.
5. Developer shall conduct all contracting and purchases with NSP3 funds to ensure that m�aterials
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 upcan each
subcontractor or vendor. Devetoper agrees to comply with the non-discrimination in emplr�yment
and contracting opportunities laws, regulations, and executive orders referenced in 2�4 CFR
570.607, as revised by Executive Order 13279. The applicable non-discrimination provi;�ions in
Section 109 of the HCDA are still applicable.
7. Developer agrees to comply with the provisions of Contract Work Hours and Safety Standa�rds Act
(40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and reg�ulations
pertaining to labor standards insofar as those acts apply to the performance of this Agreemeint.
8. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and it's
implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. Develope:r 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 enterpris�E�s, 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)
13
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
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 1�968, as
amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicab�'le 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 �nd any
of Developer's contractors and subcontractors. Developer agrees to abide by these provisioris.
11. Compliance with the NSP3 vicinity hiring requirements. To comply with both Section 3 and
Vicinity Hiring Preference requirements, Developer will give first preference to: hirir•�g low-
income residents and contracting with Section 3 business concerns in the NSP3 targe�t area.
If there are not enough low-income residents or Section 3 business concerns in the: target
area, then the grantee can look to hire/contract with qualified residents and businesses
from the Section 3 priority areas. The Section 3 priority areas are: first, residents of the
neighborhood or service area; second, HUD Youthbuild participants; and third„ other
residents of the metropolitan area or non-metropolitan county.
C. Other Federal Provisions
Developer covenants and warrants that it will comply with all applicable laws, ordinances, code�s, 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 Polia�� 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, iricluding
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 ma�y 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 Pr�atection
Act of 1973 (42 U.S.C. 4001), Developer shall assure that for activities located in an area icientified
by the Federal Emergency Management Agency (FEMA) as having special flood hazard �, flood
insurance under the National Flood Insurance Program is obtained and maintained as a con�ciition of
financial assistance for acquisition or construction purposes (including rehabilitation.)
3. Historic Preservation — Developer agrees to comply with the Historic Preservation requirem��nts set
forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) ,:�nd 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 arid Real
Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulatior�is at 49
CFR Part 24; 24 CFR Part 42 — Displacement, Relocation Assistance and Real Property Acc:�uisition
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 ac�rees to
comply with applicable City or local ordinances, resolutions and policies concerning the
displacement of persons.
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 ir�eached
through negotiation, that the acquisition will not take place. There are specific URA valuntary
acquisition requirements that must be met depending on whether or not the buyer I�as the
power of eminent domain and will not use it (see 49 CFR 24.101(b)(1)(i)-(iv)) or if th�� buyer
does not have the power of eminent domain (see 49 CFR 24.101(b)(2)). Any acquisitio�n under
14
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
possible threat of eminent domain cannot be considered a"voluntary acquisition" (eve�n 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 willl not be
entitled to relocation assistance and payments. However, a lawful occupant displacecl for an
NSP-funded acquisition will generally be eligible for relocation assistance and payment:> under
URA. Developer shall provide appropriate relocation assistance (URA or Section 10�(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 an�iended,
Section 104(b) and Section 109 of Title I of the Housing and City Development Act of ti 974 as
amended (the HCDA), Section 504 of the Rehabilitation Act of 1973, the Americans with Dis�bilities
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 incl���ide the
provisions in every subcontract or purchase order, specifically or by reference, so th,:�t such
provisions will be binding upon each of its contractors and subcontractors.
The design must comply with all federal regulations, which means in compliance with the ilJniform
Federal Accessibility Standards. Under UFAS, the required number of units designed to barrier free
standards is 5% of the total number of units plus an additional 2% of the units be made ac�sessible
for persons with hearing and vision impairments. (refer to HUD 24 CFR Part 8).
6. Developer agrees to comply with all applicable standards, orders, or requirements issuer,i 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, ��hall be
in any way or to any extent engaged in the conduct of political activities in violation of Chaptar 15 of
Title V of the United States Code. Developer is prohibited from using funds provided h�rein or
personnel employed in the administration of the program for inherently religious activities, Ic�bbying,
political patronage, and nepotism activities.
8. Conflict of Interest — The provisions of 24 CFR 570.611, apply to the award of any contraci:s under
the agreement and the selection of buyers for NSP-assisted units. No member or Delegai:�e to the
Congress of the United States shall be permitted to any share or part of this contract or any� benefit
here from. No member, officer or employee of City or Developer; or its designees, or agients; 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 thereaft�:;r, shall
have any interest direct or indirect, in any contract or subcontract, or the proceeds thereof, I`or work
to be performed under this agreement. Exceptions must be requested by City, and the C;ity may
work with HUD to grant exceptions as permitted by Regulation.
9. Energy efficiency standards and policies - Developer agrees to comply with mandatory st��ndards
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 Stai:. 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 triat it will
not and has not used Federal appropriated funds to pay any person or organization for inflluencing
or attempting to influence an officer or employee of any agency, a member of Congress, c�fficer or
employee of Congress, or an employee of a member of Congress in connection with obtairiing any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also ��isclose
15
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
any lobbying with non-Federal funds that takes place in connection with obtaining any If=ederal
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 partie:s 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 e;�;cluded
by agencies, and contractors declared ineligible under statutory or regulatory authority oth�er 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 t� funds
to settle claims after such date.
B. All notices or other communication which shall or may be given pursuant to this Agreement sh��ll 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 r�hall 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.
_C�
Geraldine Campos Lopez, Director
City of Clearwater
Economic Development and Housing Dept.
112 South Osceola Avenue
Clearwater, FL 33756
Developer
Barbara Inman, President/CEO
Habitat for Humanity of Pinellas County, Inc.
13355 49th Street North
Clearwater, Florida 33762
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 cont��ined 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 agre�ement,
and attached hereto.
F. No waiver or breach of any provision of this Agreement shall constitute a waiver of a sub>equent
breach of the same or any other provision hereof, and no waiver shall be effective unless rnade in
writing.
G. City's failure to act with respect to a breach by Developer does not waive its right to act with re:�pect to
subsequent or similar breaches. The failure of City to exercise or enforce any right or provisi��n 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 Agreernent be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceablle under
the laws of the State of Florida or City, such provisions, paragraphs, sentences, words or phra:�es shall
16
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
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 rernaining
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 deleg,:�ted or
assigned to any other person or agency unless City shall first consent to the perform�ince 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, legat represe�ntative,
successors and assigns.
L. Developer shall indemnify and save City and all of their technical assistance providers harmle:�s 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, e�:penses
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, li��bilities,
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, e�:penses
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, ,:�nd 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; furtr�er 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 authoriz�ition 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.
IN WITNESS WHEREOF,
City and Developer have caused their signatures to be hereunto affixed and duly attested:
Barbara Inman, President/CEO
Habitat for Humanity of Pinellas County, Inc.
Witness:
17
�--\8 -�.0�3
Date
NSP3 Single Family For-sale Developer Agreement with Habitat for Humanity of Pinellas County, Inc.
Countersigned:
� �P� �L¢ r1C�t� �uS
George N. Cretekos
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
�,(/V pL�L't� t^-
Bjl: • Lf.i , C�,� � �,r.
Wi am B. Horne II
City Manager
Attest:
:�'�.�(_JyI.,Q.� �
Rosemarie Call
City Clerk
18
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REQUEST FOR LEGAL SERVICES FORM
TO: Laura Mahony
FROM: Terry Malcolm-Smith Ext. No. 4036
AUTHORIZED BY:
�epartment: Economic Development & Hon
COPY TO: Pamela K. Akin, City Attorney w/o attachments
SUBJECT: Request for
al Services
Re. Aqqroval reauest for Habitat's Develoqer A4reeme�
DATE: �anuarv 23, 2012
Service Required:(Click on appropriate box)
Review and comment on document iX'
Draft document �"`
Written opinion requested �
Advise �
i �2�� l 3 �— �71�tc� d!�h:u,,�,�c�-�' _
� �.t- `�� � V.�-�a��
� � ��
--- � i�'•�h�-2.�
l� ���13 �� _ . . •
1. Brief factual background of the request or problem: G�t/i'1 ��C� �
0
The attached Developer Agreement between the City and Habitat for G
Humanity of Pinellas County has been signed by Barbara Inman, president/
CEO for Habitat.
w� G�oS� ��� �o av1 a�
�It�� ►3�
�� co � �� — ��-�. _
2. Specific questions to be answered:
Please review for legal sufficiency. Please forward for signatures.
s:\�Forms\\Legal services form
G�''��
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3. Identify prior legal assistance on this or a related matter and the name of the
attorney who handled it:
4. List and/or attach (all supporting documentation, related materials and known
authorities, i.e., statute, ordinance, resolution, administrative code, legal case,
contract, lease letter, memorandum, prior legal opinion):
s:\\Forms\\Legal services form