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AG 11-172RETURN TO: J &iNAc EXT: L65-0 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: 6661 /Jipm, sevi CAD 2. ORIGINATING STAFF PERSON: J!�q Rf'40e � EXT: 2, �5b 3. DATE REQ. BY: 12 12143 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION [eCONTRACTAMENDMENT (AG#): // 17Z- ❑ INTERLOCAL ❑ OTHER ,A, '' ,`�• ¢ 5. PROJECTNAME: U (EA-w Wt -s w I Ailtzr f 6. NAME OF CONTRACTOR: fs>! 4WY414 r4 -svoc lem4 Ga ADDRESS: of h6 -SW /J fL&eA Aue. 1,4. // U -TELEPHONE E -MAIL: • IC.4�u FAX: SIGNATURE NAME: U TITLE C60. 7. EXHIBITS AND ATTACHMENTS :COPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: U A ' 1 i �16-U (e-., COMPLETION DATE: 34 14vI g 9. TOTAL COMPENSATION $ 1,1 ` A- (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW 6P ECT MANAGER C- DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) FXAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED �t►n O.l'Y�A�1 12 -61.13 COMMITTEE APPROVAL DATE: 11110113 INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING L L U4 ENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS VLAW DEPARTMENT D SIGNATORY (MAYOR OR DIRECTOR) eCITY CLERK ErASSIGNED AG# P-SIGNED COPY RETURNED i INITIAL / DATE SIGNED AG# DATE SENT: 1, 2-Cl - 14 M.lgm 11/9 ` CITY OF CITY HALL �. 33325 Avenue South Federal Way. WA 98003 -6325 Fe d e ra I Way (253) 835 -7000 www cltyoffederalway. com AMENDMENT NO. 1 TO NSP3 DEVELOPER AGREEMENT FOR WESTWAY NEIGHBORHOOD HOUSING PROJECT This Amendment ( "Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Habitat for Humanity Seattle - King County, a Washington non profit corporation ( "Developer "). WHEREAS, the City and Developer (together "Parties ") entered a Developer Agreement for the Westway Neighborhood Housing Project ( "Agreement ") dated effective September 6, 2011; and WHEREAS, the NSP3 Contract between the City and the WA Department of Commerce has been modified, reducing the number of recaptured and rehabilitated homes from 14 to 10 homes in the "Greater West Way" Neighborhood; and WHEREAS, the parties wish to further amend the Developer Agreement to align the actual and the estimated remaining expenditures into the appropriate cost categories within the budget, outlined within the Scope of Services. NOW THEREFORE, the Parties, for valuable consideration and by mutual consent of the parties, agree to amend the Agreement as follows: 1. AMENDED SERVICES AND BUDGET. The Services and project budgets, as described in Exhibit "A" and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to work and terms required under the original Agreement and any prior amendments thereto, those amended services and budget adjustments outlined in Exhibit "A -1" attached hereto and incorporated by this reference ( "Amended Services "). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of per ury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 CITY OF CITY HALL �. Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY DATE: HABITAT FOR HUMANITY SEATTLE / KING COUNTY By: _ Printed Name: C� WVc l�►e �V1�lC'S Title: v P 1V" W4ta f 79 V 1 DATE: 1' NO W y: Printed Name: �( Title: DATE: r J j4 ATTEST: (1aX4 -I I QVIA City Clerk, Carol McNeilly, CMC �zj APPROVED AS TO FORM: City Attorney, Patricia A Richardson AMENDMENT - 2 - 1/2010 CITY OF Federal STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederalway. com On this day personally appeared before me 5AI,vz)24 LN,uc y 14ot,ma , to me known to be the VP of Habitat for Humanity Seattle - King County that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this /(o day of Tgt,jugP- y —.20/41. Jy A' %Z9 • O m, • rrr NOS10���`� till STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) Notary's signature 47.Q,( pa- Z OLV-;,, Notary's printed name i ele.6-S4 L. ats o,t/ Notary Public in and for the State of Washington. My commission expires y /.?- 5' //S On this day personally appeared before me Xi R jy LJ7- Z l ,y 6. , to me known to be the Coo of Habitat for Humanity Seattle - King County that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 16 day of Tp,yUq 2 y , 20jq dM 30 �'I������ nd , n G ® m i �avLC Notary's signature d&W 0— S too'r Notary's printed name o,ci Notary Public in and for the State of Washington. My commission expires dfz?q/ /S AMENDMENT - 3 - 1/2010 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com EXHIBIT A -1 AMENDED SERVICES Section 1: Brief Description of the NSP3 Project h The City of Federal Way is awarded $1,693,000 from the Neighborhood Stabilization Program 3 (NSP3) to acquire and rehabilitate 44- Up to 10 foreclosed and vacant properties in the target area for the purpose of reselling them. The 4410 housing units exceed the minimum impact of eight housing units identified by U.S. Department of Housing and Urban Development (HUD) for the project's target area. The target area map and HUD report are attached as Attachment B — Target Area Map and HUD Report. This NSP3 Project will only address /recover housing units located within the boundaries of the target area map. Department of Commerce designated City of Federal Way's target area as an area with a high rate of home foreclosures and, therefore, in great need of this type of emergency financial assistance. City of Federal Way will enter into a subgrantee agreement with Habitat for Humanity (non - profit) to identify 44 Up to 10 potential properties, negotiate sales, acquire and rehabilitate them, market and then sell them at no profit and provide an affordable loan opportunity to qualified buyers whose family income is typically 30 -60% of area median income. At least 30% of the families will be at or below 50% of the area median income. Homebuyers will include extensive pre - purchase homeownership counseling and education, as well as post - purchase education and guidance. City of Federal Way will assure the continued affordability of the properties in accordance with the requirements of 24 CFR 92.252 for rental housing units or 24 CFR 92.254 for owner- occupied housing units. Redevelopment of existing housing and/or the provision of new housing will comply with the minimum housing quality standards for Section 8 housing as defined in 24 CFR 982.401. Section 2: NSP3 Project Performance Measures OUTPUTS ■ 44 Up to 10 vacant and foreclosed properties will be acquired and rehabilitated. ■ 44 Up to 10 first -time homebuyers will be provided with safe, stable, and durable housing. ■ 474 Up to 10 homeowners will be trained in financial management and budgeting, energy conservation, home health and safety, house and yard maintenance and use of community resources. ■ 44 Up to 10 homeowners will each invest 200 hours of "sweat equity" toward the renovation of their homes. This will include both on -site building and homeowner readiness classes. ■ Over 600 volunteers will contribute 14,000 hours resulting in reduced construction and operating costs. ■ At least 30% of the NSP3 funds will be used to benefit households /individuals earning 50% or less of the area median income. ■ Habitat for Humanity will collaborate with a faith -based collaborative group to renovate two units in the target area. ■ Habitat for Humanity will utilize a green building strategy that provides efficiency, durability, flexibility, accessibility and low maintenance that will benefit the AMENDMENT - 4 - 1/2010 ` CITY OF A%.. Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cltyoffederalway com Section 3: Work Activities, Estimated Completion, and Budget environment and our homeowners in the present and the future. OUTCOMES ■ 4-4 Up to 10 families will have safe, stable, and durable housing. Homebuyer investment of "sweat equity" will enable them to maintain their homes. Estimated • The target area will have a lower vacancy rate due to increased home ownership. Other • Increase in city tax base will result in an increase in property values. Description of Work Activity • Homes will benefit families with increased air quality, energy efficiency, water Funds efficiency and durability. • Habitat for Humanity's commitment to partner families continues beyond the Date closing of the home, with ongoing support, training and warranty services greatly increasin g the likelihood of homeownershi2 success. Section 3: Work Activities, Estimated Completion, and Budget NOTE: At NSP3 Project's completion, the Grantee must have expended the Local Match that the Grantee identified in their application to Commerce for NSP3 funding (per Sections 1.1. and 1.14. of this A eement . Estimated NSP3 Other Activity Type Description of Work Activity Completion Funds Funds Date Acquisition & ■ Purchase 6 3 foreclosed, vacant, single- Deeembe $540,000 $0 Redevelopme family or attached homes (housing units) 31, 2012 nt within the target area. June 30, $221,510 $88,952 2013 • Complete the environmental reviews for 6 Deeembe> $0 3 purchased housing units. 3'2012 June 30, $10,000 2013 • Complete rehabilitation and permitting, March 8, $000 $3000 and sell 3 housing units to new 20134 homeowners. $157,835 $84 813 vaeaft o�T $2709000 single fi .nily o .,4tae,oa Lome. il,,, twAts) within the targeteFea-. 2013 C,.,.,,..lete the 0 l o f , Oeteber- 15-i $0 $409800 ent Fe s 20 } Mafeh 8, $187,0 $65,009 and sell 6 1,.,,,sing , its to ne leey,%ers. 2014 Acquisition & ■ Purchase-3 7 foreclosed, vacant, single - Deeembe> $225,000 $0 Redevelopme family or attached homes (housing units) 31, 22012 nt Set -Aside within the target area. July 30, $682,516 2013 ■ Complete the environmental reviews for 3 Deeember $0 $40;000 7 purchased housing units. 31,2012 July 30 $0 AMENDMENT - 5 - 1/2010 ` c17Y of CITY HALL 33325 '�.. Federal Way Feder 8th Avenue South 003 Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com Section 4: NSP3 Project Schedule Milestone # 2013 Due Date Milestone #1 ■ Qty Habitat will acquire 3 3 housing units following ■ Complete rehabilitation and permitting, March 8, $30,000 Milestone #2 and sell 4- 7 housing unit to new 20134 3 housing units. homeowners. ■ Habitat will close on 4 3 housing units. $561,139 $16235 ■ Gity Habitat will expend at least 50% of the NSP3 grant on March 8, 2013 NSP3 Project activities. single family er- aaaehed hemes (he ■ City Habitat will acquire -5 7 additional housing units 2414 following successful environmental reviews. f Complete Oete er- 1 c vcvvcrTT; so �00 , 7 housing units. 3 ■ Gity Habitat will close on 4-0 7 housing units. f Complete r-ehabilita ion and Mffeh 8, 4 $96,0 Project activities. pemi#ifig, and sell 4 housing units te new General t —tea MaFeh 8, $42,009 $8 Admin. 2W4 $28;000 $0 2414 ■ Developers Fee March 8. $70,000 $0 2014 Subtotals $1,693,00 $200,000 0 NSP3 Project Total Cost $1,893,000 Section 4: NSP3 Project Schedule Milestone # Milestone Description Due Date Milestone #1 ■ Qty Habitat will acquire 3 3 housing units following December 31, 2012 successful environmental reviews. Milestone #2 ■ Qty Habitat will complete permitting and rehabilitation of 4 March 8, 2013 3 housing units. ■ Habitat will close on 4 3 housing units. Milestone #3 ■ Gity Habitat will expend at least 50% of the NSP3 grant on March 8, 2013 NSP3 Project activities. Milestone #4 ■ City Habitat will acquire -5 7 additional housing units October 15, 2013 following successful environmental reviews. Milestone #5 ■ Gity Habitat will complete permitting and rehabilitation of 4-0 March 8, 2014 7 housing units. ■ Gity Habitat will close on 4-0 7 housing units. Milestone #6 ■ Gity Habitat will expend 100% of the NSP3 grant on NSP3 March 8, 2014 Project activities. AMENDMENT - 6 - 1/2010 RETURN TO: Bryant Enge � EXT: x2510 _ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: MavoR's OFF1cE 2. ORIGINATING STAFF PERSON: BRYANI' EtvGE EXT: _x2510 3. DATE REQ. BY: 4 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT �c PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCLJMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DoCUMENTS) ❑ ORDINANCE ❑ RESOLUTION � CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL � OTHER 5. PROJECT NAME: NE[GHSO�ooD STABILIZaT1oN PxOGtt�v13 (NSP3) "' 6. NAME OF CONTRACTOR H�rrAT FOR HUMANITY SEArrLE/SOUTH KitvG COUtvTY ADDRESS: 560 SW NnCxESAvErrUE, Su1TE 110 TELEPHONE 206-292-5240 E-MAIL: MKOO1sT�a@sEarrLE-xaBtTaT.ox� FAX: 206-292-5241 SIGNATURE NAME: MnRTY Koo[sT�, TITLE CEO 7. EXHIBITS AND ATTACHMENTS: �IX SCOPE WORK OR SERVICES XX COMPENSATION * INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: WxEtv AG�ENtEtvT IS si�tvED sY A[.[, PAR7'1ES. COMPLETION DATE: 03/08/2014 9. TOTAL COMPENSATION $_1 693 ,000 �INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: O YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES XX NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ Pu�zcxasirrG: PLEasE cx�GE To: � l `�, - � ���i.� � �., � -- `'� `� �� "" J J I --� '�`C; ._ t_l / C� 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATEREVIEWED 1NITIAL/DATEAPPROVED ❑ PROJECT MANAGER �IRECTOR ,�' � � � � � L _'_'_'.. .... . _ ❑ RISK MANAGEMENT (iF �PLICABLE) ❑ LAW �� 'j - 12 - I 1 S•Ge r�t�Y\a,i � —� P � - ( l�� - -- - 11. COUNCILAPPROVAL(IFAPPLICABLE� COMMITTEEAPPROVALDATE: COUNCILAPPROVALDATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED 1 , ❑ LAW DEPARTMENT � ,9 - 1 S-G•- �t�Dt� ❑ SIGNATORY (MAYOR OR DIRECTOR� �' ( `� � - �.� `� � � ❑ CITY CLERK �� q •�,Z • � ❑ ASSIGNED AG# AG# � � -- � �j 2 ❑ SIGNED COPY RETURNED DATE SENT: �-� 2 y�, E � � �'�;�' `� �t:t1"t`�� �� � C�►nc� �Ytt,,�u �^1�^,.�'.J� G i�lc:r` c� '. ��;'`��, ��,�yv� �r'xJ� (�iM `,VIL �ifK- '� �19 ,S� I I r�.�.d �,n� v� �,,rt c� c�.-t c� � c�. � �fi' �' "� ����� I COMMENTS: � (;k k:. ,._T.�� �-i:.�;:. <:�� �r _�i��' �. �� � � ` ���, � ,�; �� �_�; �(1 :_�' 4, � (1 i.-.. � P � ���, ` CITY OF CITY HALL �.. Federa I Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www crryoffederalway com NSP3 DEVELOPER AGREEMENT FOR WESTWAY NEIGHBORHOOD HOUSING PROJECT This NSP3 Developer Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Habitat for Humanity Seattle/South King County, a Washington corporation ("Developer"). The City and Developer (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: HABITAT FOR HUMANITY SEATTLE/SOUTH CITY OF FEDERAL WAY: KING COUNTY: Marty Kooistra, CEO Bryant Enge 560 SW Naches Avenue, Suite 110 33325 8 Ave. S. Renton, Washington 98057 Federal Way, WA 98003-6325 206-292-5240 (telephone) 206-292-5241 (facsimile) (253) 835-2510 (telephone) (253) 835-2409 (facsimile) Brvant.en�e cnr citvoffederah WHEREAS, The City has been designated by the State of Washington to receive an allocation of Neighborhood Stabilization Program III (NSP3) funds for the purpose of improving stabilization of a community that has suffered from foreclosures and/or abandonment by acquiring and rehabilitating 14 vacant and foreclosed properties for the purpose of reselling them to low-income h�puseholds/individuals; and . WHEREAS, the Developer has the requisite skills, knowledge and experience to undertake and complete the Westway Neighborhood Housing Project pursuant to the requirements of NSP3; and WHEREAS, it is appropriate and mutually desirable that Habitat for Humanity be designated by the City to undertake NSP3 eligible activities as a developer, so long as the requirements of NSP3 funds to utilize within the requirements of Public Law 111-203, Wall Street Reform and Consumer Protection Act of 2010, section 2301 HCD Act, NAHA, HUD Regulations, State law, County and City ordinances are adhered to, as provided for herein; NOW THEREFORE, the Parties agee as follows: 1. DEFINITIONS. As used throughout this Developer Agreement, the following terms shall have the meaning as set forth below: 1.1 NSP3 means the Neighborhood Stabilization Program 3 authorized under section 1497 of the Wall Street Reform and Consumer Protection Act of 2010 (Public Law 111-203 (July 21, 2010)), and subject to the statutory and regulatory provisions of the Community Development Block Grant progam authorized under Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et seq.), unless otherwise noted in the Notice of Formula Allocations and Programs Requirements for Neighborhood Stabilization Program Formula Grants (Docket No. FR-5447-N-01, October 19, 2010). � 1.2 Agreement or Developer Agreement means this NSP3 Developer Agreement. 1.3 Grant Agreement means the agreement between the City and the Washington State Department of Commerce (Agreement No. 11-67400-001). NSP3 DEVELOPER AGREEMENT - 1- 8/2011 qTY OP � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www crryoffederalway com 1.4 Low- , moderate-, and middle-income means a household or individual income equal or less than 120 percent of the area median income. For purposes of NSP3, the term low- , moderate-, and middle-income as it appears throughout the CDBG regulations at 24 CFR part 570, shall be defined as a member of a low- , moderate-, and middle-income household. l.5 Area median income is determined by the U.S. Department of Housing and Urban Development and is based on data published by the U.S. Bureau of the Census. l.6 NSP3 Project means the Westway Neighborhood Housing Project including all activities identified in E�ibit A to this Agreement. The NSP3 Project must only address/recover housing units located within the boundaries of the target area map and identified in the report included as Exhibit B to this Agreement. 2. TERM. The effective date of this Agreement is the date of last signature on this Agreement or the date of the last signature on the Grant Agreement, whichever is later (the "Agreement Start Date"). The Developer's performance on this Agreement shall follow the timeframes identified in this section and in Attachment A— Statement of Work & Budget. This Agreement will end on March 8, 2014, by which time the Developer must have expended the entire grant amount indicated in Section 1.8 of the Grant Agreement. NSP3 funds not expended by March 8, 2014, will be farfeited by the Developer. No later than March 8, 2013, the Developer must have expended at least 50 percent of the entire grant amount indicated in Section 1.8 of the Grant Agreement. For purposes of this Agreement, funds are considered expended when the Developer incurred costs to purchase, demolish, and/or rehabilitate a property, or costs identified in Exhibit A. Failure to meet the time frames described in this section shall constitute default under this Agreement, and as a result, this Agreement may be terminated. 3. SERVICES. The City has named Habitat for Humanity Seattle/South King County as the NSP3 Developer for the purpose of stabilizing communities that have suffered from foreclosures and abandonment by mitigating the negative impact of the nation's economic decline and housing market collapse and to stabilize and revitalize the areas hit the hardest. The NSP3 Project will be undertaken by the Developer and will include the activities described in Exhibit A. The NSP3 Project must be undertaken in accardance with the Terms and Conditions included in this Ageement and the Grant Agreement, and with all applicable federal, state, and local laws and ordinances. The Developer shall perform the services more specifically described in Exhibit A, attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Deyeloper warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Developer will ensure that they and all subcontractors comply with all federal and state laws, including but not limited to requirements of the Dodd-Frank Act, Recovery Act, HERA, and Housing and Community Development Act of 1974. Developer will ensure that any contractors hired to do construction, demolition, or rehabilitation work associated with the NSP3 Project are bonded and licensed, and certified or approved to perform the work being contracted. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Developer of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the CiTy's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. NSP3 DEVELOPER AGREEMENT - 2- 8/2011 CITY OF '�.... Federal 4. TERMINATION. CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www crfyoffederalway com 4.1 For Cause. In event the City determines that Developer failed to comply with any term or condition of this Agreement, the City may terminate the Agreement in whole or in part upon written notice to the Developer. Such termination shall be deemed "for cause." Termination shall take effect on the date specified in the notice. In the alternative, City upon written notice may allow the Developer a specific period of time in which to correct the non- compliance. During the corrective-action time period, the City may suspend further payment to the Developer and/or Developer in whole or in part, ar may restrict the Developer's right to perform duties under this Agreement. Failure by the Developer to take timely corrective action shall allow the City to terminate the Agreement upon written notice to the Developer. "Termination for Cause" shall be deemed a"Termination for Convenience" when the City determines that the Developer did not fail to comply with the terms of the Agreement of when the City determines the failure was not cause by the Developer's actions or negligence. If the Agreement is terminated for cause, the Developer shall be liable for damages as authorized by law, including, but not limited to, any cost difference between the original Agreement and the replacement Agreement, as well as all costs associated with entering into the replacement Agreement (i.e., competitive bidding, mailing, advertising, and staff time). 4.2 For Convenience. Except as otherwise provided in this Agreement, the City may, by 10-business days written notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in part. If this Agreement is so terminated, the City shall be liable only for payment required under the terms of this Ageement for services rendered or goods delivered prior to the effective date of termination. 4.3 Procedures. After receipt of a notice of termination, except as otherwise directed by the City, the Developer shall: A. Stop work under the Agreement on the date, and to the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities related to the Agreement; C. Assign to the City all of the rights, title, and interest of the Developer under the orders and subcontracts so terminated, in which case the City has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Developer to settle such claims must have the prior written approval of the City, and D. Preserve and transfer any materials, agreement deliverables and/or City properly in the Developer's possession as directed by the City. Upon termination of the Agreement, the City shall pay the Developer for any service provided by the Developer under the Agreement prior to the date of termination. The City may withhold any amount due as the City reasonably determines is necessary to protect the City against potential loss or liability resulting from the termination. The City shall pay any withheld amount to the Grantee if the City later determines that loss or liability will not occur. The rights and remedies of the City under this section are in addition to any other rights and remedies provided under this Agreement or otherwise provided under law. 5. COMPENSATION. 5.1 Amount. The City shall pay to the Developer an amount not to exceed One Million, Six Hundred Ninety Three Thousand Dollars and No cents ($1,693,000.00) for the performance of all things necessary for, or incidental to, the Services as set forth in this Agreement. The City will pay the Developer for allowable expenses tied to approved project activities according to Exhibit A. Only allowable expenses incurred by the Developer after the effective date of this Agreement will be eligible for reimbursement. NSP3 DEVELOPER AGREEMENT - 3- 8/2011 ` e�rv oF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. crtyoffederalway com The City may, in its sole discretion, terminate the Agreement or withhold payments claimed by the Developer for services rendered if the Developer fails to satisfactorily comply with any term or condition of this Agreement. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by the City. 5.2 Use of NSP3 Funds. One �hundred percent of the amount identified in Section 5. l of this Agreement must be used to benefit low- , moderate-, and middle-income individuals and households. Redevelopment activities using NSP3 grant funds must be for housing only. NSP3 funds may not be used to redevelop acquired property for non-residential uses, such as public parks, commercial uses, or mixed residential and commercial uses. NSP3 funds may not be used for foreclosure prevention activities, for demolition of structures that are not blighted, or for the purchase of properties and homes that have not been abandoned or foreclosed upon, except under Type E activity uses. NSP3 funds may not be used to demolish any public housing, as defined by Section 3 of the U.S. Housing Act of 1937 (42 U.S.C. ] 437a). Use of grant funds under this Agreement must constitute an eligible use under HERA and 42 U.S.C. 5305(a), and meet one or more CDBG National Objectives. For the purpose of NSP3, 42 U.S.C. 5305(a) and 24 CFR 570.201-207 and 570.482(a) through (d) are superseded to the extent necessary to allow the eligible uses described under section 2301(c)(4) of HERA. 5.3 Method of Pa,Yment. On a monthly basis, the Developer shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, description of the progress of the NSP3 Project, the name of the personnel performing such Services, and any hourly labor charge rate for such personneL The invoice must also report any gross income (as described in Section 5.5, below) received as of the date of submittal. The Developer shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and no later than ninety (90) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Developer will correct or modify the work to comply with the Agreement. The City may withhold payment far such work until the work meets the requirements of the Agreement. In the event that the Developer received reimbursement for costs that are later determined by the City to be ineligible, these funds shall be repaid to the City within 30 days of written notification to the Developer. 5.4 Non-Ap�ropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. The availability of funds in the NSP3 is made available through the U.S. Department of Housing and Urban Development. If funding or appropriation is not available at the time the Developer submits a request for a grant disbursement, the issuance of a warrant will be delayed or suspended until such time funds become available. In the event that NSP3 funds appropriated far the NSP3 Project activities identified in this Agreement are withdrawn, reduced, or limited in any way by the U.S. Department of Housing and Urban Development or the U.S. Treasury during the period of this Agreement, the parties hereto shall be bound by any such revised funding limitations and shall meet and renegotiate this Agreement accordingly. 5.5 Gross Income/Mort a�ge Repavments. Gross income that is directly generated from the use of NSP3 funds by the Developer shall be reinvested into the City for additional affordable housing. The Developer may use up to 10% percent of its gross income to pay for administrative, operational, and planning activities related to the NSP3 Project. A Memorandum of Understanding (MOU) will be developed between the City and Developer to manage the mortgage repayments and to reinvest those funds back into the City of Federal Way for purposes consistent with the NSP3 Project, specifically the production and preservation of affordable housing. 5.6 Recapture Provision. In the event that the Developer fails to expend NSP3 funds in accordance with state law and/or the provisions of this Agreement, the City reserves the right to recapture NSP3 funds in an amount equivalent to the extent of noncompliance. Repayment by the Developer of NSP3 funds under this Recapture Provision shall occur within NSP3 DEVELOPER AGREEMENT - 4- 8/2011 ` CITY OF �.... Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www aryoffederalway com 30 days of demand. In the event that the City is required to institute proceedings to enforce this Recapture Provision, the City shall be entitled to its cost thereof, including reasonable attorneys' fees. � 6. INDEMNIFICATION. 6.1 Developer Indemnification. The Developer agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Developer in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concunent negligence of the Developer and the City, the Developer's liability hereunder shall be only to the extent of the Developer's negligence. Developer shall ensure that each sub-Developer shall agee to defend and indemnify the CiTy, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Developer pursuant to this paragraph. The City's inspection or acceptance of any of Developer's work when completed shall not be grounds to avoid any of these covenants of indemnification. 6.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Developer waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Developer's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 63 City Indemnification. The City agrees to release, indemnify, defend and hold the Developer, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-Developers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 6.4 Survival. The provisions of this Section shall survive the expiration ar termination of this Agreement with respect to any event occurring prior to such expiration or termination. 7. INSURANCE. The Developer agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Developer, their agents, representatives, employees or sub/Developers for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 7. L Minimum Limits. The Developer agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent Developers, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $ l,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. NSP3 DEVELOPER AGREEMENT - 5- 8/2011 CITY OF CITY HALL `� � I� 33325 8th Avenue South • PO Box 9718 �,,.,,, ede a �� Federal Way, WA 98063-9718 (253) 835-7000 www crryoffederal way com d. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors ar omissions of the Developer. 7.2. No Limit of Liabilitv. Developer's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Developer to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Developer's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Developer's insurance and shall not contribute with it. 7.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Developer shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "D" and incorporated by this reference. At City's request, Developer shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Developer's insurance policies are "claims made," Developer shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Ageement is actually terminated or upon project completion and acceptance by the City. 7.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 8. CONFIDENTIALITY. All information regarding the City obtained by Developer in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Developer may be grounds for immediate termination. All records submitted by the City to the Developer will be safeguarded by the Developer. The Developer will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 9. PERFORMANCE REPORTING. 9.1 The Developer, at such times and in such forms as the City may require, shall furnish periodic progress and performance reports pertaining to the NSP3 Project activities undertaken pursuant to this Agreement. These reports may include environmental review records, publication affidavits, procurement and contracting records, documentation of compliance with U.S. Department of Housing and Urban Development requirements, job creation records, Program Income reports, reports of the costs and obligations incurred in connection therewith, the final Project Closeout Report (as described in Section 1.14), and any other matters pursuant to this Agreement. Failure to file periodic reports as requested in this section may result in termination of this Agreement. 9.2 Work Product. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material that may be produced or modified by Developer while performing the Work shall belong to the City upon delivery. The Developer shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all ariginals and copies of any such work product remaining in the possession of Developer shall be delivered to the City. 10. ACKNOWLEDGEMENT OF FEDERAL FUNDS. The Developer agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Developer describing programs or projects funded in whole or in part with federal funds under this Agreement, shall contain the following statements: "This project was supported by Grant No. B-11-DN-53-0001 awarded by U.S. Department of Housing and Urban Development. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Housing and Urban Development. Grant funds are administered by the Washington State Department of Commerce." The Developer further agrees that all purchase agreements for properties purchased with NSP3 funds must identify the NSP3 funds as being the source, or one of the sources, of funding. NSP3 DEVELOPER AGREEMENT - 6- 8/2011 CITY OF �.. Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federai Way, WA 98063-9718 (253) 835-7000 �vww aryoffeder�lway com 11. CONTINUED AFFORDABILITY. Developer shall ensure, to the maximum extent practicable and for no less than the applicable period specified in 24 CFR 92.252 for rental housing units ar 24 CFR 92.254 for owner-occupied housing units, that the sale, rental, or redevelopment of abandoned and foreclosed-upon homes and residential properties acquired, improved or sold, in whole or part, with NSP3 funds remain affordable to individuals or families whose incomes do not exceed 120 percent of area median income, or, for units originally assisted with funds under the requirements of section 2301(�(3)(A)(ii) of HERA as amended, remain affordable to individuals and families whose incomes do not exceed 50 percent of area median income. 12. DEVELOPER REQUIREMENTS. Developer shall ensure compliance with the following items: 12.1 Acquisition and Disposition of Assets. The Developer will account for any tangible property acquired with NSP3 grant funds. The use and disposition of real property and equipment under this Agreement will be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, 570.504, as applicable, which include but are not limited to the following: Real property that was acquired or improved, in whole or in part, with NSP3 funds under this Agreement shall be used to meet one of the CDBG National Objectives for 10 years after the end of this Agreement. Any exception must be made with the City's approval and the Developer will be responsible to pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-NSP3 funds for acquisition of, or improvement to, the property. Real property acquired, improved or sold, in whole or part, with NSP3 funds shall comply with the requirements of Public Law 110-289, HERA, section 2301, which includes but is not limited to: Section 2301(d) (1) current market appraisal requirements to determine the statutory purchase discount and to ensure purchasers are paying below-market value for the home or property. Each foreclosed-upon property shall be purchased at a discount of at least one percent from the current market-appraised value of the home ar property. Section 2301(�(3) affordability requirements as stipulated in 24 CFR 92.252 for rental housing units or 24 CFR 92.254 for owner-occupied housing units or for a longer period of time if practicable (as described in Section 1.11 of this Agreement). Section 2302(d)(3) sale amount restrictions for any abandoned or foreclosed upon home or residential property purchased, redeveloped, or otherwise sold to an individual as a primary residence to an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. Purchase agreements for properties purchased with NSP3 funds must identify the NSP3 funds as being the source, or one of the sources, of funding. In cases where equipment has been acquired, in whole or in part, with funds under this Agreement, is sold, the proceeds will be Program Income. 12.2 Fiscal Mana e�. The Developer shall segregate the obligations and expenditures related to funding under this Agreement. Financial and accounting systems should be revised as necessary to segregate, track, and maintain these funds apart and separate from other revenue streams. No part of the funds from this Agreement shall be comingled with any other funds or used for a purpose other than that of making payments for costs allowable under this Agreement. 12.3 Code Requirements. The Developer must ensure that all construction and rehabilitation projects resulting from this Agreement satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy, and barrier-free codes. Compliance with the Americans with Disabilities Act of 1990, 28 C.F.R. Part 35 will be required, as specified by the local building department. NSP3 DEVELOPER AGREEMENT - 7- 8/2011 ` CITY OF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 �vww.crryoffederalway com 12.4 Compliance with all Federal and State Rec�uirements. Developer will be responsible for compliance with all federal and state requirements, including but not limited to those contained in Exhibit C. 12.5 En ing eering Sub-Contractor. Engineering services providers must certify that they are authorized to do business in the state of Washington and are in full compliance with the requirements of the Board of Professional Registration. The Developer shall require that the engineering services providers be covered by errors and omissions insurance in an amount not less than the amount of their subcontract with the Developer. If the engineering services provider is unable to obtain errors and omissions insurance, the engineering services provider shall post a bond with the Developer for not less than the amount of the subcontract. Such insurance or bond shall remain in effect for the entire term of the subcontract. The subcontract shall provide that cancellation or lapse of the bond or insurance during the term of the subcontract shall constitute a material breach of the subcontract and cause for subcontract termination. The Developer shall cause the engineering services provider to provide 30-day notice of cancellation. City 12.6 Environmental Reviews. The Developer agrees that all environmental reviews will be completed by the 12.7 Performance Standards and Licensin�. The Developer shall comply with all applicable local, state, and federal licensing and accrediting requirements/standards, and any other standard or criteria established by the City to assure quality of services necessary for the performance of all work and services resulting from this Agreement and additional requirements contained in all documents incorporated by reference in the Agreement. 12.8 Prevailin�Wages. State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the NSP3 Project funded by this Ageement, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Developer shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available far the City's review upon request; or The Davis Bacon Act, 40 U.S.C. 276a-276a-5 and related federal acts provide that all laborers and mechanics employed by contractors or subcontractors in the performance or work or services resulting from this Agreement shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor. Pursuant to Reorganization Plan No 14 and the Copeland Act, 40 U.S.C. 3145, the Department of Labor has issued regulations at 29 CFR parts 1, 3, and 5 to implement the Davis-Bacon and related Acts. Regulations in 29 CRF 5.5 instruct agencies concerning application of the standard Davis-Bacon contract clauses found in 29 CFR 5.5 (a) are incorporated in any resultant covered contracts that are in excess of $2,000 for construction, alternation or repair (including painting and decorating). 12.9 Rehabilitation Standards. The Developer must ensure that all gut rehabilitation (i.e., general replacement of the interior of a building that may or may not include changes to structural elements such as flooring systems, columns or load bearing interior or exterior walls) or new construction of residential buildings up to three stories must be designed to meet the standard for Energy Star Qualified New Homes. All gut rehabilitation or new construction of mid -or high-rise multifamily housing must be designed to meet American Society of Heating, Refrigerating, and Air-Conditioning Engineers (ASHRAE) Standard 90.1-2004, Appendix G plus 20 percent (which is the Energy Star standard for multifamily buildings piloted by the Environmental Protection Agency and the Department of Energy). Other rehabilitation must meet these standards to the extent applicable to the rehabilitation work undertaken, e.g., replace older obsolete products and appliances (such as windows, doars, lighting, hot water heaters, furnaces, boilers, air conditioning units, refrigerators, clothes washers and dishwashers) with Energy Star-labeled products. Water efficient toilets, showers, and faucets, such as those with the WaterSense label, must be installed. Where relevant, the housing should be improved to mitigate the impact of disasters (e.g., earthquake, hurricane, flooding, fires). 12.10 Tenant Protection. The Developer agrees to comply with the Recovery Act provisions concerning tenant protections applicable to NSP3 acquisitions of foreclosed property. The Developer must document its efforts to ensure that the initial successor in interest (ISII) in a foreclosed upon dwelling or residential real property (typically, the ISII in property NSP3 DEVELOPER AGREEMENT - 8- 8/2011 ` CITY OF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www ciryoffederalway com acquired through foreclosure is the lender or trustee for holders of obligations secured by mortgage liens) has provided bona fide tenants with the notice and other protections outlined in the Recovery Act. The Developer will not use NSP3 funds to finance the acquisition of property from any ISII that failed to comply with applicable requirements unless the Developer assumes the obligations of such ISII with respect to bona fide tenants. If the Developer elects to assume such obligation, the Developer may only do so if the tenant is still occupying the property and the Developer will provide any tenant displaced as a result of the NSP3 funded acquisition with the assistance outlined in 24 CFR 570.606. If the Developer knows that the ISII did not comply with the Recovery Act tenant protection requirements and vacated the property contrary to these requirements, NSP3 funds cannot be used to acquire such properties. . 12.11 Vicini . Hiring. The Developer shall, to the maximum extent feasible, provide for the hiring of employees who reside in the vicinity of the NSP3 Project or contract with small businesses that are owned and operated by persons residing in the vicinity of the NSP3 Project. The NSP3 vicinity hiring requirement does not replace the responsibilities of the Developer under Section 3 ofthe Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), and implementing regulations at 24 CFR part l 35, except to the extent the obligations may be in direct conflict. For the purposes of NSP3, vicinity means the neighborhood identified by the Developer, in the Developer's application/proposal for NSP3 funding, as being its NSP3 Project's target area. 12.12 Work Hours and Safety Standards. The Developer must ensure that, where applicable, all contracts resulting from this Agreement awarded in excess of $100,000 for construction and other purposes that involve the employment of mechanics or laborers must include a provision for compliance with Section l 02 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor is required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic is required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 13. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS. The Developer shall establish procurement policies in accordance with OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Nonprofit Agencies, for all purchases funded by this Agreement. The Developer's procurement system should include at least the following: A. A code or standard of conduct that shall govern the performance of its officers, employees, or agents engaged in the awarding of contracts using federal funds. B. Procedures that ensure all procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition. C. Minimum procedural requirements, as follows: 1) Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative items. 2) Solicitations shall be based upon a clear and accurate description of the technical requirements of the procured items. 3) Positive efforts shall be made to use small and minority-owned businesses. 4) The type of procuring instrument (fixed price, cost reimbursement) shall be determined by the Developer, but must be appropriate for the particular procurement and for promoting the best interest of the program involved. 5) Contracts shall be made only with reasonable contractors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. 6) Some form of price or cost analysis should be performed in connection with every procurement action. 7) Procurement records and files for purchases shall include all of the following: a) Developer selection or rejection. b) The basis for the cost or price. c) Justification for lack of competitive bids if offers are not obtained. 8) A system for Agreement administration to ensure Developer conformance with terms, conditions and NSP3 DEVELOPER AGREEMENT - 9- 8/2011 ` CITY OF �... Federal CITY HALL W �� 33325 8th Avenue South - PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7Q00 �vww c�tyoffederalway com specifications of this Agreement, and to ensure adequate and timely follow-up of all purchases. D. Developer must receive prior approval from Washington State Department of Commerce for using funds from this Agreement to enter into a sole source Agreement or an Agreement where only one bid or proposal is received when value of this Agreement is expected to exceed $5,000. Prior approval requests shall include a copy of proposed contracts and any related procurement documents and justification for non-competitive procurement, if applicable. 14. CERITFICATIONS. 14.1 Anti-Lobbvin� Certification. The Developer certifies that no federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 14.2 Debarment, Suspension, Ineli i� bility or Voluntary Exclusion. The Developer certifies, by signing this Agreement, that neither it not its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Where the Developer is unable to certify to any of the statements in the Agreement, the Developer shall attach an explanation to this Agreement. 15. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION. The funds provided under this Grant shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Grant provided, however, that the reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation are not hereby prohibited if otherwise eligible as project costs. 16. BOOKS AND RECORDS. The Developer agrees to maintain books, records, and documents that sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. The Developer must maintain sufficient documentation about the purchase and sale amounts of each property the Developer purchase or sell and the sources and uses of funds for each activity so that the City can determine whether the Developer is in compliance with this requirement. The Developer will be expected to provide this documentation individually for each activity. The City, its authorized representative, the State Auditor, or other government officials authorized by law to monitor this Agreement shall have full access and the right to examine, audit, copy, excerpt, or transcribe any pertinent documents, papers, records, and books of the Grantee and of persons, firms, or organizations with which the Grantee may contract, involving transactions related to the NSP3 Project and this Agreement. The Developer agrees to retain these records for a period of six (6) years from project completion. This includes but is not limited to financial reports. If any litigation, claim or audit is started befare the expiration of the six (6) year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. 17. INDEPENDENT CONTRACTOR. The Parties intend that the Developer shall be an independent Contractor and that the Developer has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Developer sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of employment. Developer shall take all necessary precautions and shall be responsible for the safety of its employees, agents, NSP3 DEVELOPER AGREEMENT - 10 - 8/2011 CITY OF ,�, Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www ciryofiederalway com and sub-contractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Developer's own risk, and Developer shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Developer shall pay all income and other taxes due except as specifically provided in Section 5. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Developer, shall not be deemed to convert this Ageement to an employment contract. If the Developer is a sole proprietorship or if this Agreement is with an individual, the Developer agrees to notify the City and complete any required form if the Developer retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Developer's failure to do so. 18. CONFLICT OF INTEREST. It is recognized that Developer may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Developer's ability to perform the Services. Developer agrees to resolve any such conflicts of interest in favor of the City. Developer confirms that Developer does not have a business interest ar a close family relationship with any City officer or employee who was, is, or will be involved in the Developer's selection, negotiation, drafting, signing, administration, or evaluating the Developer's performance. 19. EOUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by ar resulting from this Agreement or any subcontract, there shall be no discrimination by Developer or its sub/Developers of any level, or any of those entities' employees, agents, sub/Developers, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Developer shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 20. GENERAL PROVISIONS. 20.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 20.2 Assignment and Beneficiaries. Neither the Developer nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. NSP3 DEVELOPER AGREEMENT - 11 - 8/2011 CITY OF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 �vww ciryoffederalway. com 203 Compliance with Laws. The Developer shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 20.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Developer's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 20.5 Execution. Each individual executing this Agreement on behalf of the City and Developer represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signatures on the next page] NSP3 DEVELOPER AGREEMENT - 12 - 8/2011 CITY OF '�.... Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www ciryoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: .,�` `' ( By: ` � Skip Priest, M yor City Clerk, Carol Mc eilly, C APPROVED AS TO FORM: DATE: � —� —� �, l " �-�. City Atto y, atricia A Richardson HABITAT F R HUMANIT SE TLE/SOUTH KING COUNTY By: Printed Name: �/tr'7`•h �,J� l�po ���. Title: ��� DATE: �I�O�avl I STATE OF WASHINGTON ) ) ss. COUNTY OF I�t 1� � ) On this day personally appeared before me V�� J• ��bDlz�'�!1 to me known to be the �� of Habitat for Humanity Seattle/South King County that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this �J� of �� , 20� �������Y�������q�� Notary's signature �" �� ��',4 ��i��Totary's printed name Ja • V�i� ; ��. OT ���''�4, y �i, Notary Public in and for the State of Washington. ; �� '�' . `�' � � � My commission expires l a �) l 4 , ��� �V i� yN �� ��q C9� h����i`� w N �a��r NSP3 DEVELOPER AGREEMENT - 13 - 8/2011 ` CITY OF '.,.`,,,,�. Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 �vww ciryoffederalway com EXHIBIT A SERVICES Section l: Brief Description of the NSP3 Project The City of Federal Way is awarded $1,693,000 from the Neighborhood Stabilization Program 3 (NSP3) to acquire and rehabilitate 14 foreclosed and vacant properties in the target area for the purpose of reselling them. The 14 housing units exceed the minimum impact of eight housing units identified by U.S. Department of Housing and Urban Development (HUD) for the project's target area. The target area map and HUD report are attached as Attachment B— Target Area Map and HUD Report. This NSP3 Project will only address/recover housing units located within the boundaries of the target area map. Department of Commerce designated City of Federal Way's target area as an area with a high rate of home foreclosures and, therefore, in great need of this type of emergency financial assistance. City of Federal Way will enter into a subgrantee agreement with Habitat for Humanity (non-profit) to identify 14 potential properties, negotiate sales, acquire and rehabilitate them, market and then sell them at no profit and provide an affordable loan opportunity to qualified buyers whose family income is typically 30-60% of area median income. At least 30% of the families will be at or below 50% of the area median income. Homebuyers will include extensive pre-purchase homeownership counseling and education, as well as post-purchase education and guidance. City of Federal Way will assure the continued affordability of the properties in accordance with the requirements of 24 CFR 92.252 for rental housing units or 24 CFR 92.254 far owner-occupied housing units. Redevelopment of existing housing and/or the provision of new housing will comply with the minimum housing quality standards for Section 8 housing as defined in 24 CFR 982.401. Section 2: NSP3 Project Performance Measures OUTPUTS ■ 14 vacant and foreclosed properties will be acquired and rehabilitated. ■ 14 first-time homebuyers will be provided with safe, stable, and durable housing. ■ 14 homeowners will be trained in financial management and budgeting, energy conservation, home health and safety, house and yard maintenance and use of community resources. ■ 14 homeowners will each invest 200 hours of "sweat equity" toward the renovation of their homes. This will include both on-site building and homeowner readiness classes. ■ Over 600 volunteers will contribute 14,000 hours resulting in reduced construction and operating costs. ■ At least 30% of the NSP3 funds will be used to benefit households/individuals earning 50% or less of the area median income. ■ Habitat for Humanity will collaborate with a faith-based collaborative group to renovate two units in the target area. ■ Habitat for Humanity will utilize a green building strategy that provides efficiency, durability, flexibility, accessibility and low maintenance that will benefit the environment and our homeowners in the present and the future. OUTCOMES ■ 14 families will have safe, stable, and durable housing. Homebuyer investment of "sweat eauitv" will enable them to maintain their homes. NSP3 DEVELOPER AGREEMENT - 14 - 8/2011 CITY OF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www criyoffederalway com ■ The target area will have a lower vacancy rate due to increased home ownership. ■ Increase in city tax base will result in an increase in property values. ■ Homes will benefit families with increased air quality, energy efficiency, water efficiency and durability. ■ Habitat for Humanity's commitment to partner families continues beyond the closing of the home, with ongoing support, training and warranty services greatly increasin� the likelihood of homeownership success. Section 3: Work Activities, Estimated Completion, and Budget NOTE: At NSP3 Project's completion, the Grantee must have expended the Loca1 Match that the Grantee identified in their application to Commerce for NSP3 funding (per Sections 1.1. and 1.14. of this A eement). Estimated NSP3 Other Activity Type Description of Work Activity Completion Funds Funds Date Acquisition &■ Purchase 6 foreclosed, vacant, single- December $540,000 $0 Redevelopme family or attached homes (housing units) 31, 2012 nt within the target area. ■ Complete the environmental reviews for 6 December $0 $22,000 purchased housing units. 31, 2012 ■ Complete rehabilitation and permitting, March 8, $95,000 $35,000 and sell 3 housing units to new 2013 homeowners. ■ Purchase 3 additional fareclosed, vacant, October 15, $270,000 $0 single-family or attached homes (housing 2013 units) within the target area. ■ Complete the environmental reviews for October 15, $0 $10,800 the 3 additional purchased housing units. 2013 ■ Complete rehabilitation and permitting, March 8, $187,000 $65,000 and sell 6 housing units to new 2014 homeowners. Acquisition & ■ Purchase 3 fareclosed, vacant, single- December $225,000 $0 Redevelopme family or attached homes (housing units) 31, 2012 nt Set-Aside within the target area. ■ Complete the environmental reviews for 3 December $0 $10,000 purchased housing units. 31, 2012 ■ Complete rehabilitation and permitting, March 8, $30,000 $10,000 and sell 1 housing unit to new 2013 homeowners. ■ Purchase 2 additional foreclosed, vacant, October 15, $180,000 $0 single-family or attached homes �(housing 2013 units) within the target area. ■ Complete the environmental reviews for October 15, $0 $7,200 the 2 additional purchased housing units. 2013 ■ Complete rehabilitation and permitting, March 8, $96,000 $40,000 and sell 4 housing units to new 2014 NSP3 DEVELOPER AGREEMENT - 15 - 8/2011 ` �� CITY OP Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-700� www crtyoffederalway com homeowners. General ■ Overhead March 8, $42,000 $0 Admin. 2014 ■ Administration March 8, $28,000 $0 2014 Subtotals $1,693,00 $200,000 0 NSP3 Pro'ect Total Cost $1,893,000 Section 4: NSP3 Project Schedule Milestone # Milestone Description Due Date Milestone #1 ■ City will acquire 9 housing units following successful December 31, 2012 environmental reviews. Milestone #2 ■ City will complete permitting and rehabilitation of 4 housing March 8, 2013 units. ■ City will close on 4 housing units. Milestone #3 ■ City will expend at least 50% of the NSP3 grant on NSP3 March 8, 2013 Project activities. Milestone #4 ■ City will acquire 5 additional housing units following October 15, 2013 successful environmental reviews. Milestone #5 ■ City will complete permitting and rehabilitation of 10 housing March 8, 2014 units. ■ City will close on 10 housing units. Milestone #6 ■ City will expend 100% of the NSP3 grant on NSP3 Project Maxch 8, 2014 activities. NSP3 DEVELOPER AGREEMENT - 16 - 8/2011 CITY OF � Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www atyoffederalway. com EXHIBIT "B" NSP3 TARGET AREA MAP AND HUD REPORT Please see attached documents labeled Exhibit B. NSP3 DEVELOPER AGREEMENT - 17 - 8/2011 � ...� �.,�,� � ��.�,u � �,. .,.,«, � „, � X C 1 � U �� � NSP3 Planning Data Grantee ID: 5399990N Grantee State: WA Grantee Name: WA NONENTITLEMENT Grantee Address: Grantee Email: kolya.mccleave@cityoffederalway.com Neighborhood Name: westway032911 Date:2011-03-29 00:00:00 NSP3 Score The neighborhoods identified by the NSP3 grantee as being the areas of greatest need must have an individual or average combined index score for the grantee's identified target geography that is not less than the lesser of 17 or the twentieth percentile most needy score in an individual state. For example, if a state's twentieth percentile most needy census tract is 18, the requirement will be a minimum need of 17. If, however, a state's twentieth percentile most needy census tract is 15, the requirement will be a minimum need of 15. If more than one neighborhood is identified in the Action Plan, HUD will average the Neighborhood Scores, weighting the scores by the estimated number of housing units in each identified neighborhood. Neighborhood NSP3 Score: 14 State Minimum Threshold NSP3 Score: 9 Total Housing Units in Neighborhood: 960 Area Benefit EligibilitX Percent Persons Less than 120% AMI: 84.54 Percent Persons Less than 80% AMI: 54.67 Neighborhood Attributes (Estimates� Vacancy Estimate USPS data on addresses not receiving mail in the last 90 days or "NoStat" can be a useful measure of whether or not a target area has a serious vacancy problem. For urban neighborhoods, HUD has found that neighborhoods with a very high number vacant addresses relative to the total addresses in an area to be a very good indicator of a current for potentially serious blight problem. The USPS "NoStat" indicator can mean different things. In rural areas, it is an indicator of vacancy. However, it can also be an address that has been issued but not ever used, it can indicate units under development, and it can be a very distressed property (most of the still flood damaged properties in New Orleans are NoStat). When using this variable, users need to understand the target area identified. In addition, the housing unit counts HUD gets from the US Census indicated above are usually close to the residential address counts from the USPS below. However, if the Census and USPS counts are substantially different for your identified target area, users are advised to use the information below with caution. For example if there are many NoStats in an area for units never built, the USPS residential address count may be larger than the Census number; if the area is a rural area largely served by PO boxes it may have fewer addresses than housing units. USPS Residential Addresses in Neighborhood: 960 Residential Addresses Vacant 90 or more days (USPS, March 2010): 19 Residential Addresses NoStat (USPS, March 2010): 2 Foreclosure Estimates HUD has developed a model for predicting where foreclosures are likely. That model estimates serious delinquency rates using data on the leading causes of foreclosures - subprime loans (HMDA Census Tract data on high cost and highly leveraged loans), increasing unemployment (BLS data on unemployment rate change), and fall in home values (FHFA data on house price change). The predicted serious delinquency rate is then used to apportion the state total counts of foreclosure starts (from the Mortgage Bankers Association) and REOs (from RealtyTrac) to individual block groups. Total Housing Units to receive a mortgage between 2004 and 2007: 669 Percent of Housing Units with a high cost mortgage between 2004 and 2007: 28.5 Percent of Housing Units 90 or more days delinquent or in foreclosure: 12.3 Number of Foreclosure Starts in past year: 41 Number of Housing Units Real Estate Owned July 2009 to June 2010: 22 HUD is encouraging grantees to have small enough target areas for NSP 3 such that their dollars will have a visible impact on the neighborhood. Nationwide there have been over 1.9 million foreclosure completions in the past two years. NSP 1, 2, and 3 combined are estimated to only be able to address 100,000 to 120,000 foreclosures. To stabilize a neighborhood requires focused investment. Estimated number of properties needed to make an impact in identified target area (20% of REO in past year): 8 Supporting Data Metropolitan Area (or non-metropolitan area balance) percent fall in home value since peak value (Federal Housing Finance Agency Home Price Index through June 2010): -16.7 Place (if place over 20,000) or county unemployment rate June 2005`: 5.1 Place (if place over 20,000) or county unemployment rate June 2010`: 8.8 `Bureau of Labor Statistics Local Area Unemployment Statistics Market Analysis: HUD is providing the data above as a tool for both neighborhood targeting and to help inform the strategy development. Some things to consider: 1. Persistent Unemployment. Is this an area with persistently high unemployment? Serious consideration should be given to a rental strategy rather than a homeownership strategy. 2. Home Value Change and Vacancy. Is this an area where foreclosures are largely due to a combination of falling home values, a recent spike in unemployment, and a relatively low vacancy rate? A down payment assistance program may be an effective strategy. 3. Persistently High Vacancy. Are there a high number of substandard vacant addresses in the target area of a community with persistently high unemployment? A demolition/land bank strategy with selected acquisition rehab for rental or lease-purchase might be considered. 4. Historically low vacancy that is now rising. A targeted strategy of acquisition for homeownership and rental to retain or regain neighborhood stability might be considered. 5. Historically high cost rental market. Does this market historically have very high rents with low vacancies? A strategy of acquiring properties and developing them as long-term affordable rental might be considered. Latitude and Longitude of corner points � i ��.vvv.� � v��.vv.iv � �- i ��.vvv�v.i T�.vv.i�v� - i ��.vvv�v i� �.vvvv�v � i ��.v � v � vv - r �.vvvv i v -122.371538 47.309252 -122.372031 47.309558 -122.372503 47.309296 -122.372589 47.308976 -122.372353 47.308641 -122.371945 47.308452 -122.372160 47.306968 -122.371924 47.306372 -122.371945 47.304567 -122.371774 47.304378 -122.372031 47.304058 -122.372117 47.303767 -122.372117 47.303200 -122.372181 47.302545 -122.372267 47.302210 -122.372696 47.301454 -122.372289 47.301352 -122.372010 47.301148 -122.371602 47.300697 -122.371044 47.300260 -122.370336 47.299897 -122.369606 47.299547 -122.368491 47.299053 -122.367783 47.299766 -122.367032 47.300348 -122.366173 47.300595 -122.365315 47.300726 -122.363963 47.300741 -122.362354 47.300697 -122.360895 47.300711 Blocks Comprising Target Neighborhood 530330303112000,530330303112011,530330303112010,530330303112009,530330303112008, 530330303112003,530330303112004,530330303112005,530330303112007,530330303112006, 530330303112002,530330303112001,530330303113009,530330303113010,530330303114007, 530330303114002,530330303114004,530330303114005,530330303114006,530330303114003, 530330303114001, r:;::>C.�,Y, M1.�.:K,.H <.y, I: : � : �� HOME � . ��� w '.;.. ������;� ��� ��� � ����� � �� � � � � ����� �....,� DATA SETS QUICK LINKS CONTACT US ABOUT PD&R RESEARCH FINDER PERIODICALS �; � . dei hb�rnc��d Stalailizta#l�n T''� r�avr��a�s�a���-�>��g�,t�s-�����f����v�„�c� � 3S($C �S9 F7'.?° �+4 f7'vYP.$ d��F"d`aC'G� YftST' tECtPYkE _;7flE&2 �;�.42' f.`p.C€t �rcrgram Grar�ts ��c��c�v;;�z•,�n��x�creat:ng#cc�rs�nis�rc�:�r,ref�rttmir cc�rnmEnikie�e. Enter an Address, city or state Go Washington Map Options : Clear � Reset C�ick Mode: Zoom � Info NSP3 Legend (%): — Tract Outline NSP3 Options js CunentZoom Level � Show Tracts Outline (Zoom 11+) � _�cnwr ', s:.-: Y?E"APFL�R7A ., YPif'N1°..�F�'C`�.IFL.TP`d , Click here for an Overview . ,*r __ ,z ��'� s ,�a� �sa . �" ���P�aa, � s�r� �a�ra � `� �'' King SW 372ntl a; ' � � �.:-� . i; . N ��_,.�, 3 zgxe. <i Go ; �Q� �Ibi€ �: '°- '•. , � ss ,��' . � ���� 9::::, ..'.� �` _. .... � � � t , � ' '.`��' } . +Z' � _...... a . �{ fjt �.. p � ' � ` r�q � � �' �v �°' l `� � '�'. .yd � 6 c 34^!'YS�� � �,Fl �� ��; � Sy1�32�h�i_ ��. .� . . ��� tie � ty.�y, - 5'V,'�1 7k"��, � 3�. . . � �' " � a.� .�.: .: _. s� � ,:.�"".a�.x. �r€�c+�r ; iwsmu�naas ', �ru�r,� � �„ ...... _ _ _ t ..... ''� � s �� 3 `3W 32�LF F! �}9tt �.r--� � �" The NSP3 mapping tool now provides a ���. ���� ��,�%s�'�' --; " summary NSP3 score for all projects ,j�t �3�sn 3c drawn. Click on "View Projects", which � ' will list all of the projects (target areas) a��. �; - ; a'� that have data calculated. It shows the � � � = a� NSP3 score for each target area along with �- � m � � the total estimated housing units in that , ce. �. ,� area. At the bottom of the list is a sum of ��'� ��'�t ��� � `�r.� �� ':''� ali housing units in all target areas and the � -- -�� - NSP3 score for all target areas drawn. ..�.'� s�"t 55�d P� � Grantees are advised to�know their state � y^�'�` °� minimum and if the summary score is less ��` �- � than the state minimum the grenFee ��� should delete, add, or revise target areas. '� � �'_� Note that if you delete or add, the tool onty �L.� '� � ,' recalculates atter you close the "View `�33 ±� •'�� � -. Projects" box and reopen it. HUD also �s, �s � `" `� advises grentees to think carefully about " �� � � ` �A�� �_£ � the size of their target areas in totai. If G'.d a35xn st .� � those target areas have a very large �;a" , number of total housing units relative to : � � A the dollars available, HUD will likety ask "'� '�� ��'"� � - that the grantee reduce the number and/or �` � �' �� SGk's3�m �L •. « �-- � ry:.. size of their target areas. n, ', � � r s' �S�' �S^ n i '" ..TY �..: A' � ^ a6PV 3AM1F 54 � . � � . �: S'e'r . . S'A+ 34.<I;"I: pl ,.. ,.,. S tg w�s � ":� � SW 325Ph P6 � . Y , .. � 5s1r 32:n ' �1 ��Ijl'� �., a t.r �� ,�` 'SYl�� '._9L � c � ��" � ��� � �? � � "� � � 6 � G5 � 'F � � �8 £ -{ E �3���a���' �` f(! �J, m . � � £�� s 1 � � � � .:� 3 � �� � . �, 64J,�, � �`�� �A �_�d' � �4.R .. ' �' � ... � � � t� � ����. � SW 3: �°��_ � 3iw �ass€ R� a r - z . a �� �� c � �- � , g s ' c � a' � , � � � - 4 �� s ^AA7h,g _. i � � _ _� . F ... ' 3VY C�et� us Dr m � ��� ... ` p : . � � t L N �}„ aWa�tre:st _ -� . , �� SY.' S'9tri�.5t .. s'�r.:3���.� .. Google-_ � �y,� _ ` CITY OF CITY HALL '�._. Federa I Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-971 S (253) 835-7000 www cityoSederaf�vay com � EXHIBIT "C" FEDERAL AND STATE REQUIREMENTS AND ASSURANCES The Developer assures compliance with all applicable laws, ordinances, codes, regulations, and policies of local, state and federal governments, including, but not limited to the following list. . A. STATE OF WASHINGTON: • Relocation Assistance and Real Property Acquisition Policy, Chapter 8.26 RCW • Prevailing Wages on Public Works, Chapter 39.12 RCW • State Environmental Policy Act (SEPA), Chapter 43.21C RCW • State Building Code, Chapter 19.27 RCW; Energy Related Building Standards, Chapter 19.27A RCW; and Provisions in Buildings for Aged and Handicapped Persons, Chapter 70.92 RCW • Interlocal Cooperation Act, Chapter 39.34 RCW • Noise Control, Chapter 70.107 RCW • Shoreline Management Act of 1971, Chapter 90.58 RCW • Governor's Executive Order 89-10, December 11, 1989: Protection of Wetlands, and Governor's Executive Order 90-04, April 2l, 1990: Protection of Wetlands • Executive Order 83-01, Establishing Policies for Minority and Women's Business Enterprises • Airborne contaminants, Chapter 296-841, WAC • Affirmative Action for Employment of Vietnam-era and Disabled Veterans, Laws of 1985, Chapter 43.43 RC W • Chapter 70.103 RCW, Lead-based paint • Chapter 365-230 WAC, Accreditation of lead-based paint training programs and the certification of firms and individuals conducting lead-based paint activities • Regulations for Barrier Free Facilities, Chapter 51.50 WAC B. HOUSING AND COMMUNITY DEVELOPMENT: • Public Law 90-284, Title VllI of the Civil Rights Act of 1968 (42 U.S.C. 3601 et seq.), commonly referred to as the Federal Fair Housing Act, as amended by the Fair Housing Amendments Act of 1988 (P.L. 100- 430) • Executive Order 11063, as amended by Executive Order 12259 (24 CFR Part 107) • The Housing and Community Development Act of 1974, as amended through 1992: Sections 109; 104 (b) 4; 104 (d); and 104 (�, which prohibit discrimination and require identification of housing and community development needs; a"residential anti-displacement and relocation assistance plan"; and adoption and enforcement of policies prohibiting the use of excessive force. • Title II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4630) as amended in 1989) • Title N of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 b) • Equal Opportunity Treatment for Faith Based Organizations, 24 CFR 570.200(j) Housing and Urban Development Department • Public Law 110-289, section 3, "Emergency Assistance for the Redevelopment of Abandoned and Foreclosed Homes" (also referred to as the Neighborhood Stabilization Program), of the Housing and Economic Recovery Act, 2008 (DocketNo. FR-5255-1-01) • The American Recovery and Reinvestment Act of 2009. � Dodd—Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) of 2010 3 DEVELOPER AGREEMENT - 18 - 8/2011 CITY OF CITY HALL `� � I� 33325 8th Avenue South • PO Box 9718 ,..�, ede a �� Federal Way, WA 98063-9718 (253) 835-7000 �vww crtyoffederal�vay com C. ENVIRONMENTAL, CULTURAL, AND HISTORIC: • The National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. Section 4321 et seq., and 24 CFR Part 58) • Lead-Safe Housing Rule, 24 CFR 35 • Residential Lead-Based Paint Hazard Reduction Act of 1992, 42 USC 4851-4856 • Flood Disaster Protection Act of 1973, 42 USC 4001-4128 • The Clean Air Act, as amended (42 U.S.C. 7401 et seq.) • HUD Environmental Criteria and Standards (24 CFR Part 51) • Executive Order 11990, May 24, 1977, as amended by Executive Order 1 1990: Protection of Wetlands (42 FR 26961 et seq.) • The Wild and Scenic Rivers Act of 1968, as amended (16 U.S.C. 1271 et seq.) • Executive Order 11988, May 24, 1977: Floodplain Management and Wetland Protection (42 FR 26951 et seq.) • Coastal Zone Management Act of 1972, as amended (16 U.S.C. 1451 et seq.) • The Endangered Species Act of 1973, as amended (16 U.S.C. 1531 et seq.) • The Reservoir Salvage Act of 1960, as amended by the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. 469 et seq.) • The Safe Drinking Water Act of 1974, as amended (42 U.S.C. 300f et seq., 21 U.S.C. 349, as amended, and 40 CFR Part 149 (Environmental Protection Agency)) • The Federal Water Pollution Control Act of 1972, as amended, including the Clean Water Act of 1977, Public Law 92-212 (33 U.S.C. Section 1251 et seq.) • The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.) • The Fish and Wildlife Coordination Act of 1958, as amended (16 U.S.C. Section 661 et seq.) • National Historic Preservation Act of 1966, as amended (16 USC 469a-1 et seq. and 470) • The Archaeological and Historical Data Preservation Act of 1974 (16 U.S.C. 469a-1 et seq.) � Executive Order 11593, Protection and Enhancement of the Cultural Environment; 1971, as amended • Farmland Protection Policy Act of 1981 (7 U.S.C. 4201 et seq. and 7 CFR Part 658) • Environmental Justice (Executive Order 12898), as amended by Executive Order 12948 • Explosive and Flammable Operations (Section 2 of the Housing Act of 1949, as amended (42 U.S.C. 1441), Section 7(d) of the Dept HUD Act of 1965 (42 U.S.C. 3535(d)), Section 2 of the Housing and Urban Development Act of 1969 (42 U.S.C. 1441(a)), and 24 CFR Part Sl Subpart C) • Airport Clear Zones and Accident Potential Zones (Section 2 of the Housing Act of 1949 as amended (42 U.S.C. 1441), affirmed by Section 2 of the Housing and Urban Development Act of 1969, P.L. No 90-448, Section 7(d) of the Dept HUD Act of 1965 (42 U.S.C. 3535(d)), and 24 CFR Part 51 Subpart D) • Toxic Chemicals and Radioactive Materials (Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended by Superfund Amendments and Reauthorization Act and 24 CFR 58.5(i)) • Determining Conformity of Federal Actions to State or Federal Implementation Plans (Environmental Protection Agency - 40 CFR Parts 6, 51, and 93) D. ADMINISTRATION/FINANCIAL MANAGEMENT: • Functions Guidelines for Finance and Compliance Audit of Federally Assisted Programs (GAO) • Standards for Audit of Governmental Organizations, Programs, Activities • Audits 24 CFR part 570.492, 493, as applicable • Grants Management Common Rule (State and Local Government) 24 CFR Parts 24, 85, 87 E. AFFIRMATIVE ACTION/LAWS AGAINST DESCRIMINATION: • Employment under Federal Contracts, Rehabilitation Act of 1973, Section 503, 29 USC 793 NSP3 DEVELOPER AGREEMENT - 19 - 8/2011 CITY OF ,� Federal Way F. C!� H. I. CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 ww w. cityoffederal way com • Nondiscrimination under Federal Grants and Programs, Rehabilitation Act of l 973, Section 504, 29 USC Section 794 • 39 CFR, Part 777.22, Relocation Assistance for Displaced Persons, Displaced Persons - Title II and III of the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, Public Law 9l -846 • Creating a National Women's Business Enterprise Policy, Executive Order 12138, 44 FR 29637 • Fair Housing Act (42 USC 3601-19) and implementing regulations at 24 CFR part 100 • Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504, 29 USC Section 794 • Nondiscrimination in Federally Assisted Programs, 10 CFR part 1040 LABOR, SAFETY, AND BUILDING CODE STANDARDS: • Davis-Bacon Act, as amended (40 U.S.C. 3141 et seq.) • Prohibition of Use of CDBG for Job-Pirating Activities, 24 CFR Part 570.482(�, revised June 2006 • Department of Labor regulations, 29 CFR Part 5 • All rental units assisted with federal funds must satisfy the requirements of applicable local, state, federal housing code requirements for the duration of the affordability period • 9 CFR 1926.62, Lead in Construction MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES: • Creating a National Women's Business Enterprise Policy Executive Order 12138, 44 FR 29637, 3 CFR NOTIFICATION CONCERNING VIOLATING FACILITIES: • Environmental Protection Agency, 42 USC, Sec. 4321 et seq. POLITICAL ACTIVITIES: Lobbying and Disclosure, 31 USC 1352 Executive Order 12250, 28 CFR 41 • Certification Regarding Lobbying, 24 CFR 87, Appendix A to Part 87 NSP3 DEVELOPER AGREEMENT - 20 - 8/2011