Tierra Contenta Development Tri Party Agreement with Permit Numbers

Extracted text

AGREEMENT TO CONSTRUCT
REQUIRED DEVELOPMENT IMPROVEMENTS
This Agreement to Construct Required Development Improvements ("Agreement") is
made and entered into this_ day of ____~ 2026, by and between Homewise ("Owner"),
a New Mexico nonprofit corporation, whose mailing address for purposes of this Agreement is
1301 Siler Road, Building D, Santa Fe, New Mexico 87507, whose telephone contact number is
(505) 983-9473; the City of Santa Fe ("City"), a charter municipality, whose mailing address is
City of Santa Fe, P.O. Box 909, Santa Fe, New Mexico 87504-0909; and the New Mexico
Department of Workforce Solutions ("DWS"), whose mailing address for the purposes of this
agreement is P.O. Box 1928, Albuquerque, New Mexico 87103 and whose telephone contact
number is 505-847-4400.
1. Ownership. By this Agreement, Owner represents and warrants that it owns
certain lands (the "Project Site") within the platting jurisdiction of the City of Santa Fe, Santa Fe
County, New Mexico and is developing, unless another entity is specified herein as Developer,
said lands more particularly described as follows:
Tierra Contenta Phase 3A: Lots 7A, 8A, 8B, 9A, lOA, lOB, lOC, and lOD as shown on Tierra
Contenta Phase 3A Right of Way & Easement Dedication Plat, lying within Section 13, 14, & the
Pacheco Land Grant, Township 16 North, Range 8 East, New Mexico Principal Meridian, located
in the vicinity of Santa Fe City and County, New Mexico.
2. Proiect Information and Required Improvements. Pursuant to Chapter XIV,
Article 9 of the Santa Fe City Code (SFCC), Owner is required to complete (at no cost to the City)
certain development improvements, including those described in SFCC §§ 14-9.1 to 14-9.5, and
to meet the conditions of approval (collectively, the "Required Improvements") for the following
development project (the "Project"):
A. Project Name: Tierra Contenta Phase 3A Final Subdivision Plat;
B. LUD Case No.: 2025-11526;
C. LUD BP (Grading) No.: 26-52641 LUD BP (Landscape/Utility) No.: 26-52643;
(to be completed by the City upon Building Permit Application submittal).
D. Final Approval Granted by Planning Commission meeting dated December 4,
2025;and
E. All of the Required Improvements are described by type and quantity in the City-
approved cost estimate shown as Exhibit 1 to this Agreement and the Infrastructure
Improvement plans as shown on the engineering plans approved by the City, which
were prepared by Oralynn Guerrerortiz and bear Engineer's Stamp No. 12688, and
are dated June 9, 2025, as revised November 10, 2025 (the "Approved Plans").
Agreement to Construct Page 1 of 14. (Rev. 0611112019)

3. Cost Estimate and Financial Guarantee. Pursuant to SFCC § 14-9.5, Owner is
required to submit the following documents in connection with the financial guarantee required by
SFCC § 14-9.5(B)-(C):
A. A cost estimate ("Cost Estimate") for the Required Improvements prepared and
certified by Oralynn Guerrerortiz in the amount of $28,098,454.74; and
B. A financial guarantee (such as an irrevocable letter of credit, bond, or other
guarantee in a form acceptable to the City) ("Financial Guarantee") issued by
Merchants Bonding Company, a FDIC or FSLIC-insured financial institution (the
"Financial Institution") in favor of the City in the amount of $28,098,454.74.
C. The documents described in this paragraph shall not be deemed to have been
submitted until the City Engineer has accepted and stamped the engineer's estimate
produced by Owner or the Owner's agent.
4. State of New Mexico Capital Outlay. During the 2025 Regular Session of the
New Mexico State Legislature, capital outlay funds were appropriated in HB450, Section 30, Item
506 (A25J3161), from the state's General Fund to the Local Government Division of the New
Mexico Department of Finance and Administration as follows: "eight million nine hundred
seventy-five thousand dollars ($8,975,000) to plan, design and construct infrastructure for Phase
3 of the Tierra Contenta subdivision in Santa Fe in Santa Fe County." This appropriation made
pursuant to HB 450 may be expended in fiscal years 2026 through 2029, provided that any
unexpended balance of the appropriation shall revert to the state's General Fund no later than the
end of fiscal year 2029. DWS has agreed to serve as the fiscal agent for these capital outlay funds
due to the significant scale of its impact on affordable housing in the region.
The City of Santa Fe acknowledges and agrees that pursuant to this Agreement to Construct
Required Development Improvements, Owner will be paid up to $8,975,000 for the Cost Estimate
from HB450, Section 30, Item 506 (A25J3161) appropriated amount and up to $275,000 for the
Cost Estimate from SB240, Section 48, Item 431 (A26K3066) appropriated amount for the purpose
of constructing certain development improvements for the Project, by DWS, as fiscal agent, on
behalf of the City of Santa Fe.
The City of Santa Fe also acknowledges and agrees that additional capital outlay funds
may be approved and appropriated with DWS as fiscal sponsor. Upon mutual execution, each
additional appropriation will be incorporated into and form a part of this Agreement, in which,
Owner will be paid the Cost Estimate from such appropriated amount.
5. Recorded Plat and Plans. Based upon the foregoing described documents, the
City has recorded the Plat/Subdivision Plat/Development Plan for the project as Document No.
----~ Plat Book __, Page __ in the records of the Santa Fe County Clerk (to be
completed by the City upon recording).
6. Completion of Improvements and Extension of Construction Deadline. Owner
agrees to install and complete the Required Improvements in accordance with the Approved Plans
Agreement to Construct Page 2 of 14. (Rev. 0611112019)

on or before the expiration date of the Financial Guarantee, at no cost to the City, unless Owner
requests a time extension in writing and obtains a time extension from the City, which shall not be
unreasonably withheld. If Owner obtains an extension, Owner shall submit a new Financial
Guarantee acceptable to the City.
7. Compliance with Applicable Laws and Regulations. As condition of the
approval of the Required Improvements (and acceptance of Required Improvements to be publicly
dedicated and accepted by the City, if applicable), Owner shall comply with all applicable laws,
ordinances, and regulations, including but not limited to the City's permitting, inspection, and
testing requirements.
8. Inspections and Reductions in Financial Guarantee.
A. Before construction begins, Owner shall request and attend a pre-
construction conference with City Staff and the Owner or agent for the Project to discuss
the process to arrange for required inspections.
B. During the construction of the Required Improvements, Owner or its agent
shall request the required inspections of the work as required by all applicable codes,
regulations, and ordinances.
C. Upon the inspection of the work partially constructed, Owner may submit a
request for issuance by the City LUD of a Certificate of Partial Construction and Partial
Release of Financial Guarantee (CPCR) in the form shown as Exhibit 4 to this Agreement.
If the City has inspected the work and agrees that the work has been constructed, the City
Engineer will approve an estimate for the cost of the work inspected (based on the unit
prices contained in the approved cost estimate), place that estimated cost amount in the
CPCR in the space provided thereon, and issue the CPRC to Owner. Any and all CPCR
so issued shall have the effect of reducing the amount of the Financial Guarantee by the
amounts shown in the Certificates.
9. Completion, Acceptance, and Termination. Upon completion of the Required
Improvements in accordance with this Agreement and the Approved Plans, Owner shall submit a
request for final approval of the Required Improvements (and acceptance of the Required
Improvements to be dedicated and accepted by the City, if applicable) to the City LUD. The City
shall conduct a final inspection of the Required Improvements. If the Required Improvements
have been completed in accordance with this Agreement and the applicable documentation
provided, the LUD shall issue a Certificate of Final Completion and Acceptance (CFCA), which
shall begin a one-year warranty period under SFCC § 14-9.S(D) for the Required Improvements.
After the City issues the CFCA, Owner shall submit to the City a request to draw down the
Financial Guarantee to an amount of ten percent ( 10%) of the original Financial Guarantee amount.
The remaining Financial Guarantee may be used by the City to address any defects in the Required
Improvements during the warranty period that are not addressed by the Owner. If the Financial
Guarantee expires before the end of the one-year warranty period, Owner shall provide either a
new Financial Guarantee in the amount of ten percent (10%) of the original Financial Guarantee
amount or a substitute Financial Guarantee acceptable to the City. Upon the expiration of the
warranty period and completion of any necessary repairs, the City will receive and approve a
Agreement to Construct Page 3 of 14. (Rev. 0611112019)

request from Owner to fully release the remammg Financial Guarantee amount, Owner's
obligations under this Agreement shall be deemed completed, and this Agreement shall
automatically terminate.
10. Indemnification. Until the Required Improvements are approved and/or accepted
by the City, if applicable, Owner shall be solely responsible for maintaining the Project Site upon
which the Required Improvements are being constructed in a safe condition. Owner agrees to
defend, indemnify, and hold harmless the City and its officers, agents, and employees from any
claims, actions, suits, or other proceedings arising from or out of the negligent acts or omissions
of Owner, its agents, representatives, contractors, or subcontractors; or arising from the failure of
Owner, its agents, representatives, contractors, or subcontractors to perform any act or duty
required of Owner herein.
11. Assignment. lbis Agreement shall not be assigned without the prior written
consent of the City and the express written concurrence of any Financial Institution. The City's
approval will not be withheld unreasonably. lbis Agreement shall extend to and be binding upon
the successors and assigns of the parties hereto. Upon such assignment approved by the City,
Owner shall be relieved of compliance with the terms of this Agreement, except that Owner shall
not be relieved or release from any defaults arising before the date of the approved assignment
unless the approval from the City shall so relieve Owner of pre-assignment defaults.
12. Release. If the Project or any part thereof is sold, conveyed, or assigned, the City
will not release Owner or the Financial Institution from its obligations under this Agreement and
will continue to hold Owner responsible for all Required Improvements until a successor-in-
interest to Owner has posted a suitable Financial Guarantee and entered into an Agreement to
Construct Required Development Improvements with the City. Thereafter, when Owner's
successor-in-interest has provided a substitute Financial Guarantee acceptable to the City, the City
will release this Agreement and the Financial Guarantee posted pursuant to this Agreement.
13. Notice from Owner; Payment for Incomplete Improvements. Owner shall
notify City in writing not less than ninety (90) days prior to the expiration of the Financial
Guarantee that the Financial Guarantee will expire on the date stated above. Such notice shall
further state that Owner either (1) intends to complete the Required Improvements prior to the
expiration date, or (2) will be requesting an extension of the Construction Deadline pursuant to
Paragraph 5 of this Agreement. If Owner fails to provide such expiration notice or fails to
satisfactorily complete construction of the Required Improvements by the Construction Deadline,
including any extension granted by the City in writing, the City or its assignees may (but are not
obligated to) call upon the Financial Guarantee and enter the Project Site to take such actions as
are necessary construct or cause to be constructed the Required Improvements in accordance with
the Approved Plans. If the direct or indirect costs and damages to the City exceed the amount of
the Financial Guarantee, Owner shall be liable to, and shall pay, the City for all such reasonable
costs and damages incurred. The funds received from the Financial Institution shall be applied to
cover all such costs and damages, and if the funds are insufficient, Owner shall be liable for all
such costs and damages in excess of the funds received.
14. Notice. For purposes of giving written notice, including notice of change of
address, Owner's and the City's addresses are as stated in the first paragraph of this
Agreement to Construct Page 4 of 14. (Rev. 0611112019)

Agreement. Notice shall be given by certified U.S. mail, postage paid. Notice will be considered
to have been received within six (6) days after the notice is mailed if there is no actual evidence of
receipt.
15. Entire Agreement. This Agreement contains the entire agreement of the parties
and supersedes any and all other agreements or understandings, oral or written, whether previous
to the execution hereof or contemporaneous herewith.
16. Changes to Agreement. Changes to this Agreement are not binding unless made
in writing, signed by both parties.
17. Construction and Severability. If any part of this Agreement is held to be invalid
or unenforceable, the remainder of the Agreement will remain valid and enforceable if the
remainder is reasonably capable of completion.
18. Captions. The captions to the sections or paragraphs of this Agreement are not
part of this Agreement and will not affect the meaning or construction of any of its provisions.
19. Form not Changed. Owner agrees that changes to the form of this Agreement are
not binding unless initialed by Owner and signed by the City Attorney's Office.
20. Authority to Execute. Owner represents that the individual signing below has the
legal power, right, and actual authority to execute and bind Owner to this Agreement.
21. Right to Sell. If Owner sells any portion or all of the Project Site or otherwise
seeks to encumber the property that comprises the Project Site to the control of another entity,
Owner agrees that all requirements of this Agreement shall continue to be the responsibility of
Owner. Furthermore, Owner shall not agree to any encumbrance without the express written
permission of the City, which permission shall not be unreasonably withheld.
22. Notice of Default. Owner agrees to prosecute the development work for the
Required Improvements in a diligent and continuous manner in accordance with the Approved
Plans to effect a timely and orderly completion of the project. If Owner fails to do so or if the City
has no reasonable expectation that any remaining work will be completed in a diligent and
continuous manner, the City may declare a default of this Agreement at anytime during the course
of this Agreement or extension thereof and may call upon the Financial Guarantee to enable
completion of the work. The City may use the funds received from the Financial Guarantee in any
manner that the City deems reasonably necessary to complete the Required Improvements,
regardless of the quantities in the Engineer's Cost Estimate, and regardless of unit quantities
reflected in the latest CPCR. Prior to calling upon the Financial Guarantee, the City shall provide
a written Notice of Default to both Owner and the Issuer of the Financial Guarantee. Such Notice
of Default shall provide for a reasonable time period, as defined by the City, for Owner to cure the
default.
23. New Mexico Tort Claims Act. Any liability incurred by the City of Santa Fe or
DWS in connection with this Agreement is subject to the immunities and limitations of the New
Mexico Tort Claims Act, NMSA 1978, Section 41-4-1, et. seq., as amended. The City, DWS and
Agreement to Construct Page 5 of 14. (Rev. 0611112019)

its respective "public employees" as defined in the New Mexico Tort Claims Act, do not waive
sovereign immunity, do not waive any defense and do not waive any limitation ofliability pursuant
to law. No provision in this Agreement modifies or waives any provision of the New Mexico Tort
Claims Act.
[SIGNATURE PAGES TO FOLLOW]
Agreement to Construct Page 6 of 14. (Rev. 0611112019)

Approved and Accepted:
Developer
By: ~~ f~ 09/16/2026
Johanna Gilligan, President Date
State of New Mexico, Department of Workforce Solutions
Sarita Nair (Sep 17, 2026 16:27:45 MDT)
Sarita Nair, Cabinet Secretary
r ()-f' La.uer
Gregory Lauer, Legal Counsel -
Certifying Legal Sufficiency
flata;~ c~~~~~s~~~Ws~3~f!T)
Maria Garcia Cunningham, ASD Deputy
Director
09/17/2026
Date
09/17/2026
Date
09/17/2026
Date
Acknowledged and Accepted for Compliance with INSERT ORDER OR AGREEMENT
HERE] :
City of Santa Fe
2t7By: --------------City Engineer
City of Santa Fe Land Use Department
COUNTYOFSANTAFE )
)SS
STATE OF NEW MEXICO )
09/21/2026
Date
I hereby certify that this Instrument was filed for record on this _____ day of ____~
20_, at __ o'clock __ AM/PM, and was duly recorded in Book , Page _____
of the records of Santa Fe County.
Witness my hand and seal of Office:
County Clerk, Santa Fe County, New Mexico
Agreement to Construct Page 7 of 14. (Rev. 06/17/201 9)

CITY OF SANTA FE:
MICHAEL GARCIA, MAYOR
DATE: --------
ATTEST:
GERALYN CARDENAS, CITY CLERK
CITY ATTORNEY'S OFFICE
tv1araos D. tv1artfnez
Marcos D. Martinez (Sep 17, 2026 16:57:26 MDT)
MARCOS D. MARTINEZ, CITY ATTORNEY
APPROVED FOR FINANCES:
MONICA MAESTAS, FINANCE DIRECTOR
Agreement to Construct
Page 8 of 14. (Rev. 06/17/201 9)

EXHIBIT2
Bond No.: ___ ("the Bond")
Applicant:
Issuer:
Beneficiary:
Project:
LUD Case No.:
..:[L=-=e=n=de=r''--'s=--C=us=-=t=om:.:.=e...rj _______ (Hereinafter "Applicant")
______....,rL=e=n=d=e_.rj (Hereinafter "Issuer''), whose mailing address is
_______ and whose physical delivery address is _______
City of Santa Fe, (Hereinafter "Beneficiary"), whose mailing address is P.O. Box
909, Santa Fe, New Mexico 87504-0909 and whose physical address is 200
Lincoln Avenue, Santa Fe, New Mexico 87501.
=[D:;..;::e=s=cr:..:..:ib=-=e._.p=r-=o..,,je=c-=-to=r.....:m..:..:.=at=te=r.,_j____(Hereinafter "the Project")
City Clerk Item No.: ______________(For Beneficiary administrative use only
- Absence of number shall not affect validity of this Draft)
Date:
At The Sight of This Draft
Pay to the order of the City of Santa Fe, the amount of _____________ Dollars
($_____, and charge the same amount in reduction of the amount of funds available to Beneficiary
under the Bond
To: [Issuer, Address]
CITY OF SANTA FE
By: _____________
(Signature)
(Print Name)
(Title)
Agreement to Construct Page 9 of 14. (Rev. 0611112019)

EXHIBIT 3
CERTIFICATE
Bond No.: __ ("the Bond")
Applicant: ~[L=e"'"'n=d-=e'--r's~C""""u=st=o"'"'m"'"'e"-'-r....] _______ (Hereinafter "Applicant")
Issuer: [Lender] (Hereinafter "Issuer'') whose mailing address is
__________ and whose physical delivery address is
Beneficiary: City of Santa Fe, (Hereinafter "Beneficiary"), whose mailing address
is P.O. Box 909, Santa Fe, New Mexico 87504-0909 and whose
physical address is 200 Lincoln Avenue, Santa Fe, New Mexico
87501.
Project: '""'[D;;...;;e;;.;;;s=c.;..;.ri=-be;;;;...,a;.p.;..;ro"""je=ct;;;.;;....;;o;.;..r""""m=a=t=te'-'-r]....._____(Hereinafter "the Project")
P&DR Case No.:
City Clerk No.: ____________(For Beneficiary administrative
use only - Absence of number shall not affect validity of this
Certificate)
Engineer's Estimate: [Describe Estimate] or other professional's estimate
Date:
as determined by the City attached hereto and incorporated herein
as Exhibit "1" as modified or amended with Issuer's and
Beneficiary's express, written, consent (Hereinafter "the Engineer's
Estimate")
The undersigned, ________ as an authorized agent of Beneficiary, acting
on behalf of Beneficiary, hereby certifies as follows:
1. I am authorized to execute this Certificate on behalf of Beneficiary.
2. This Certificate is being delivered, together with a sight draft, in satisfaction of
the requirements specified in the Bond.
3. Through no fault of Beneficiary, Applicant has failed or refused to perform
the following work or condition(s) to construction or development approval
imposed by Beneficiary as outlined in the Engineer's Estimate, attached as
Exhibit "1" and incorporated herein by reference:
Agreement to Construct Page 10 of 14. (Rev. 0611112019)

4. To satisfy the condition(s) imposed by Beneficiary identified in paragraph 3
above, Beneficiary submits its Sight Draft in the amount of
$_________
5. Upon honor of the Sight Draft, Beneficiary shall use the funds paid to it by
Issuer only to pay all costs, including but not limited to administrative
associated with satisfying the condition(s) identified in paragraph 3 above and
shall diligently cause such condition(s) to be satisfied.
6. Beneficiary shall refund to Issuer any funds paid to it by Issuer and not
required to complete and satisfy the condition(s) identified in paragraph 3
above within sixty (60) days after the completion of the condition(s).
Executed this ___ day of _________, 20 .
being first duly sworn, upon oath, states that
he/she has read the foregoing Certificate, and that the statements therein are true and
correct to the best of the knowledge, information and belief of the undersigned.
STATE OF NEW MEXICO )
) ss.
COUNTY OF SANTA FE )
Agreement to Construct
CITY OF SANTA FE
By: _____________
(Signature)
(Print Name)
(Title)
Page 11 of 14. (Rev. 0611112019)

ACKNOWLEDGMENT
STATE OF NEW MEXICO)
) ss.
COUNTY OF ----- )
On this __ day of ______~ 20__ , before me personally appeared
_______, as ______ of the City of Santa Fe, a municipal corporation,
for and on behalf of said municipal corporation, personally known to me OR proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the
foregoing Certificate and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person or the entity
upon behalf of which the person acted executed the instrument.
Witness my hand and official seal.
Signature of Notary Public
Printed Name of Notary Public
My Commission Expires: ___
REV 06-17-2019
Agreement to Construct Page 12 of 14. (Rev. 0611112019)

EXHIBIT4
CERTIFICATE OF PARTIAL CONSTRUCTION AND PARTIAL RELEASE OF
FINANCIAL GUARANTY
Bond No.: ___ (''the Bond"), expiring __________
Applicant: a.::[L=e=n=d=e=--r'-=-s....;:C=--:u=s""to=m=er,.._l______ (Hereinafter "Applicant")
Issuer: [Lender] (Hereinafter "Issuer") whose mailing address is _____~
whose physical delivery address is __________., and whose
facsimile number is -------
Beneficiary: City of Santa Fe, (Hereinafter "Beneficiary"), whose mailing address is P.O.
Box 909, Santa Fe, New Mexico 87504-0909 and whose physical address
is 200 Lincoln Avenue, Santa Fe, New Mexico 87501.
Project: '-=[D~e=s=c=ri=b-=-e.P=ro""'j-=-ec=t:;_;o=r'--=m=att=e=r..,_l___(Hereinafter "the Project")
LUD Case No.: BP No. (Grading): _______,· BP No.
(Landscape/Utility): ______
City Clerk Item No.: ______________(For Beneficiary administrative use
only - Absence ofnumber shall not affect validity ofthis Acknowledgement
and Partial Release)
Engineer's Estimate: [Describe Estimate] or other professional's estimate as
Date:
determined by the City attached hereto and incorporated herein as Exhibit
"1" as modified or amended with Issuer's and Beneficiary's express,
written, consent (Hereinafter "the Engineer's Estimate")
The undersigned, ________ as an authorized agent of Beneficiary, acting
on behalf of Beneficiary, hereby certifies as follows:
1. I am authorized to execute this Certificate of Partial Construction and Partial Release
of Financial Guaranty ("CPC") on behalf of Beneficiary.
2. This CPC is being issued to Applicant to acknowledge that the Beneficiary has
inspected certain work items constructed by Applicant or has accepted certification
from a City approved construction engineer and that Beneficiary's finds that the
following work described in the Engineer's Estimate has been constructed or has
reasonable cause to believe said work has been constructed as presented in the pay
estimate presented by the Applicant or the Applicant's authorized representative.
Agreement to Construct Page 13 of 14. (Rev. 0611112019)

3. Beneficiary acknowledges that the face amount of the Bond and the Issuer's obligations to
pay in accordance therewith is hereby reduced by the amount of $________
resulting in a __% total reduction to date.
4. According to the records of the Beneficiary based upon all of the Certificates of Partial
Construction issued by Beneficiary to date, the face amount of the of the Bond after the
reduction described above is $________ or a __% of the original financial
guaranty amount.
Executed this day of 200
CITY OF SANTA FE
By:
(Signature)
(Print Name)
(Title)
ACKNOWLEDGMENT
STATE OF NEW MEXICO )
) ss.
COUNTY OF )
On this __ day of ______, 200_, before me personally appeared ________, as
______ of the City of Santa Fe, a municipal corporation, for and on behalf of said municipal
corporation, personally known to me OR proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the foregoing Certificate and acknowledged to me that he/she executed the same
in his/her authorized capacity, and that by his/her signature on the instrument the person or the entity upon
behalf of which the person acted executed the instrument.
Witness my hand and official seal.
Signature ofNotary Public
Printed Name of Notary Public
My Commission Expires: ______
de: (Owner)
(Constr. Engr.)
LUD Constr. File No.:
LUD FG File No.:
Agreement to Construct Page 14 of 14. (Rev. 0611112019)