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HomeMy WebLinkAboutAD04-231 - Original - King County Housing Authority - Housing Services for the Frail Elderly - 12/01/1992 Y r KING COUNTY HOUSING OPPORTUNITY FUND INTERLOCAL COOPERATION AGREEMENT This Agreement is entered into this d,t I`o`l day of 19 by and between King County, Washington ("County"), the City of Kent "City"), and the King County Housing Authority ("KCHA") WHEREAS the County established the King County Housing Opportunity Fund ("HOF") by Ordinance No. 9368, as amended, and appropriated funds thereto to be distributed according to policies and procedures established by the King County Planning and Community Development Division and adopted by the King County Council by King County Ordinance No. 9369, as amended from time to time. WHEREAS the County is desirous of ordering certain local improvements within King County pursuant to RCW Chapter 82.46. WHEREAS the County, the City and KCHA are authorized and empowered to enter into this Agreement pursuant to RCW 39.34 to share the responsibilities of providing housing and services for the frail elderly to the mutual advantage of the parties hereto and the benefit of the residents of King County. WHEREAS the County and the City are desirous of acquiring and improving certain real property in order to house and serve frail elderly individuals who are residents of unincorporated King County. WHEREAS the activities described in this Agreement shall be supported with funds from the HOF ("HOF Funds") which were appropriated in 1990 by King County Ordinance 9369, as amended, and awarded to the City in 1990 . WHEREAS, pursuant to the Kent City Council Resolution Number 1300, the City has stated that cities in the State of Washington, under existing law, do not have the authority to own and operate low income housing facilities; and KCHA is legally authorized to develop, own and manage housing for low income senior citizens. WHEREAS, pursuant to a Request for Proposal issued by the City for development of the Kent Senior Housing Project, the Bellewood Corporation, a Washington corporation ("Developer"), submitted a proposal for the development and sale to the City of 94 senior housing units in Kent, which proposal was accepted by the Kent City Council on or about June 4, 1991. NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows: I. GENERAL AGREEMENT A. The term of this Agreement shall be for thirty-five years and shall begin on the 1st day of December, 1992 and terminate on the Ist day of December, 2027 B. The Kent Senior Housing Project is located at 615 W. Harrison Street, Kent WA, (hereafter referred to as the "Premises") and legally described in Exhibit A, attached and incorporated herein as if fully set forth. C. On December 20, 1991, the Developer, the City and KCHA entered into a Contract of Sale ("Contract"), attached hereto as Exhibit C and incorporated herein as if fully set forth. Pursuant to the Contract the parties agree that title to the Premises shall be conveyed by the Developer to KCHA on an agreed upon closing date. D. On June 13, 1991, the City and KCHA entered into a Housing Cooperation Agreement ("Cooperation Agreement"), which is attached hereto as Exhibit B and incorporated herein as if fully set forth, for KCHA to own and operate the Premises as the Kent Senior Housing Project. DOCUMENTS ICAFORM ' s Interlocal Coopera on Agreement --Page 2 D.1 In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Cooperation Agreement, the terms and conditions of this Agreement shall take precedence over and supersede those of the Cooperation Agreement. E. Housing and services shall be provided on the Premises for 10 frail elderly (hereafter called "Tenants") during the term of this Agreement. Frail elderly shall mean those persons over 62 years of age who are unable to perform one or more activities of daily living, for example, bathing, dressing, meal preparation; or who are restricted by poor mobility; or who have multiple health problems. F. The City agrees that it retains ultimate responsibility for ensuring that 10 frail elderly are served within the Premises in accordance with the terms and conditions of this Agreement. In the event that the City decides to accept Washington State Housing Assistance Program funds for the acquisition of the Premises, and as a result, KCHA decides not to accept ownership and operation of the Premises, the City shall nonetheless ensure that the Premises is operated in accordance with the terms and conditions of this Agreement. G. Pursuant to the Cooperation Agreement, the City has delegated to KCHA the responsibility and duty to maintain and operate the Premises and to provide services to Tenants. H. The City and KCHA shall assure that the Premises are developed and managed as described in that certain document, the "Specifications" dated December 15, 1992 and signed by the parties hereto. The "Specifications" shall include: the City's Housing Opportunity Fund (HOF) application; plans and specifications for improvements to the Premises; an approved project development budget; an approved project annual operating budget; copies of reports or studies relating to the Premises; and any other documentation related to the Premises and the services to be provided which may be required by the County as part of the Specifications. Any and all changes to the Specifications must be approved in writing by the County. I. The City shall at all times remain ultimately responsible for all obligations set forth in this Agreement and shall ensure that the Premises is maintained and operated in accordance with the terms and conditions set forth herein for the term of this Agreement. KCHA shall be primarily responsible for discharge of the operational obligations under this Agreement, and the County shall initially look to KCHA for information, documentation or redress of grievances. The City shall nevertheless remain obligated to ensure the obligations of KCHA hereunder and, should KCHA fail to perform them, the County shall then have direct recourse against the City with respect to any rights, obligations or remedies under this Agreement. If the City desires to assign or transfer any portion of this Agreement or any interest herein to a party other than KCHA, it shall notify the County in writing of said desire to assign or transfer and the details of the proposed assignment, at least thirty (30) days prior to the proposed date of assignment or transfer. The notification shall include, but not be limited to a financial statement of the proposed assignee, including but not limited to a full disclosure of the monetary payment of any other considerations involved, and an affidavit from the proposed assignee stating he has examined this Agreement, understands the terms and conditions herein, agrees to assume and be bound by all of the obligations under this Agreement, the same as if it were the original party hereunder, and the proposed date of assignment or transfer. DOCUMENTS•ICAFORM Interlocal Coopera on Agreement -fage 3 The County will review the request and respond with either an approval or disapproval of the the request not later than ten (10) days prior to the proposed date. Disapproval of any such request shall be final and binding on the City and not subject to any arbitration, provided that any approval will not be unreasonably withheld. J. The King County Executive shall serve as the Administrator of the HOF and shall administer and disburse HOF funds pursuant to the terms of this Agreement. II. USE OF HOF FUNDS A. The County shall disburse to the City, pursuant to the terms of this Agreement not more than $ 250,000.00 of HOF funds to be used according to the Specifications and the terms of the Project Description, the Project Budget and the Implementation Schedule set forth on Exhibits D, E, and F respectively, attached hereto and incorporated herein by this reference. B. HOF Funds disbursed by the County shall be used to acquire the Premises in which the City will ensure that housing will be provided for the Tenants during the term of this Agreement. C. The City shall not use HOF funds for project management costs associated with the improvements of the Premises. D. The City shall not use HOF Funds for tenant relocation or other tenant assistance. E. Disbursement of HOF Funds for acquisition of the Premises shall be made upon submission by the City of invoices on a form to be provided by the County. Such invoices shall be accompanied by supporting documentation as required by the County and shall include but is not limited to satisfactory proof of property ownership by the seller. HOF Funds shall be fully invoiced no later than January 1. 1993 . I1I. OPERATION OF THE PREMISES. After its acquisition of the Premises, KCHA shall be primarily responsible for discharge of the operational obligations under this Agreement, and the County shall initially look to KCHA for information, documentation or redress of grievances. The City shall nevertheless remain obligated to ensure the obligations of KCHA hereunder and, should KCHA fail to perform them, the County shall then have direct recourse against the City with respect to any rights, obligations or remedies under this Agreement. A. KCHA shall provide services to Tenants which shall include but are not limited to: meal service programs; health services; personal care; barber and beauty services; chore services; transportation assistance; and activities programs. Services shall be determined by case management evaluation of each tenant and will be provided primarily on-site. B. Upon execution of this Agreement, KCHA shall provide the County with a copy of the comprehensive management plan (the "Plan") for the management of the Premises. KCHA shall submit this Plan to the City for review and the two entities in cooperation shall submit the Plan to the County. The Plan shall not conflict with the policies and procedures of the HOF as contained in King County Ordinance 9369, as amended from time to time and shall address, but not be limited to, a description of tenant rights and responsibilities, tenant selection policies, maintenance plans and schedules, support services provided, and rent schedules. C. KCHA shall ensure that 10 Tenants each year during the term of this Agreement shall be residents of unincorporated King County. KCHA shall engage in outreach and marketing efforts to meet this obligation. Provided, however, that in the event that there is a decrease in the population of unincorporated King County such that it WCUMENTSACAFORM ' Interlocal Cooperation Agreement Page 4 becomes impracticable for KCHA to meet this obligation, King County and KCHA shall meet to discuss other ways of satisfying King County's requirements. D. KCHA shall ensure that Tenants have annual incomes that do not exceed 50% of the annual median income for the Seattle-Everett Metropolitan Statistical Area (SMSA median income), adjusted for family size, as estimated from time to time by the U.S. Department of Housing and Urban Development (HUD) . If at any time, HUD no longer estimates SMSA median income, the benefit standard shall be based on a program selected by King County at its sole discretion. D.I. KCHA shall verify Tenants' income from time to time as the County requests only in accordance with methods prescribed by or agreed to by the County. E. KCHA shall maintain rent and utilities for the Tenants at a rate no greater than 309" of 40% of SMSA median income, adjusted for family size, as estimated from time to time by the U.S. Department of Housing and Urban Development (HUD) . KCHA shall establish rent schedules for the Premises which must be approved in advance in writing by the County. IV. HOF ELIGIBLE BENEFICIARIES If at any time during the term of this Agreement, the City determines that it is no longer feasible for it to serve and house Tenants within the Premises, the City may inform the County that it desires to negotiate for the purpose of serving an alternative population consisting of HOF-eligible beneficiaries as described in the paragraph of this section below. If the County at its sole discretion agrees to negotiate this matter with the City, then the City shall notify all public agencies that have provided funding and convene a negotiation to which public agencies which have provided funding will be invited. These public agencies include the King County Planning and Community Development Division. The purpose of the negotiation shall be to identify an alternative HOF-eligible population to be served within the Premises. Such negotiation shall be complete when the public agencies that have provided funding concur with the designation of the alternative resident population. Such negotiation period shall not exceed 180 days. If the parties are unable to reach an agreement regarding an alternative population that meets the definition of "HOF Eligible Beneficiaries" as defined in the paragraph of this section below, as modified by action of the King County Council , the City shall pay King County an amount equal to three percent of the appraised value of the Premises or $250,000.00, whichever is greater. The appraised value shall be determined by a standard MAI appraisal conducted by an independent, licensed appraiser. Upon such payment, this Agreement shall terminate and neither party shall have further liability hereunder. "HOF Eligible Beneficiaries" are defined as persons who (1) have household incomes at or below 50% of the SMSA median, and, (2) who fall into one or more of the following categories: 1. Low-income families and seniors at risk of displacement and homelessness; 2. Homeless families and individuals, including youth; or, 3. Special needs groups including, but not limited to the frail elderly and people with the following conditions: -- Mental Illness -- HIV Infections/AIDS -- Developmental Disabilities -- Alcohol and/or Substance Abuse. DOCUMENTS ICAFORM Interlocal Cooperallon Agreement Page 5 If the City wishes to identify and provide housing and services to a special needs group not included in the above listing of King County priority groups, it must demonstrate that the population requires residential care. In addition, the City must present a budget to King County which demonstrates the linkage of support services to the special needs group assisted. IV. INDEMNITY AND HOLD HARMLESS The City and KCHA shall protect, defend, indemnify, and save harmless the County, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the City and KCHA, their officers, employees, and/or agents. The City and KCHA agree that the obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by or on behalf of any employees, or agents. For this purpose, the City and KCHA, by mutual negotiation, hereby waive, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the County incurs any judgment, award and/or cost arising therefrom including attorney's fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the City and KCHA. V.1 LIABILITY INSURANCE DURING THE TERM OF THIS AGREEMENT. By date of execution of this Agreement, the City shall on its own or by way of KCHA procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the activities of the City and/or KCHA, its agents, representatives, employees, and/or subcontractors. The cost of such insurance shall be paid by the City or KCHA. For All Coverages: Each insurance policy shall be written on an "Occurrence" form. A. MINIMUM SCOPE OF INSURANCE. Coverage shall be at least as broad as: 1. General Liability Insurance Services Office form number (CG 00 01 Ed. 11-88) covering COMMERCIAL GENERAL LIABILITY: -or- Insurance Services Office form number (GL 0002 Ed. 1- 73) covering COMPREHENSIVE GENERAL LIABILITY and Insurance Services Office form number (GL 0404 Ed. 5-81) covering BROAD FORM COMPREHENSIVE GENERAL LIABILITY ENDORSEMENT; 2. Automobile Liability Insurance Services Office form number (CA 00 01 d. 12- 90) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the combination of symbols 2, 8, and 9. 3. Fire Insurance Insurance Services Office form number (DP-3 Ed. 1-77) covering SPECIAL FORM DWELLING PROPERTY INSURANCE. B. MINIMUM LIMITS OF INSURANCE. The City and/or KCHA shall maintain limits no less than, for: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. DOCUMENTS ICAFORM Interlocal Cooperation Agreement Page 6 3. Fire Insurance: The City and/or KCHA agree to procure fire insurance equal to 100% of the building value. Thereby the City and/or KCHA guarantee to the County of King as loss payee interest equal to 100% of the County's interest as it may appear. V.2 LIABILITY INSURANCE DURING BUILDING CONSTRUCTION. By date of execution of this Agreement, the City shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the activities of the City, its agents, representatives, employees, and/or subcontractors. The cost of such insurance shall be paid by the City. For All Coverages: Each insurance policy shall be written on an "Occurrence" form. A. MINIMUM SCOPE OF INSURANCE. Coverage shall be at least as broad as: 1. General Liability Insurance Services Office form number (CG 00 01 Ed. 11-88) covering COMMERCIAL GENERAL LIABILITY: -or- Insurance Services Office form number (GL 0002 Ed. 1- 73) covering COMPREHENSIVE GENERAL LIABILITY and Insurance Services Office form number (GL 0404 Ed. 5-81) covering BROAD FORM COMPREHENSIVE GENERAL LIABILITY ENDORSEMENT; 2. Automobile Liability Insurance Services Office form number (CA 00 01 d. 12- 90) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the combination of symbols 2, 8, and 9. 3. Builder's Risk Insurance The City will obtain a builder's risk policy (Insurance Services Offices form number (CP-00 02 Ed. 10-90) BUILDER'S RISK COVERAGE FORM) covering 100% of the replacement value of the building/structures. 4. Fire Insurance Insurance Services Office form number (DP-3 Ed. 1-77) covering SPECIAL FORM DWELLING PROPERTY INSURANCE. 5. Worker's Compensation Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable Federal or "Other States" State law. 6. Stop Gap, Employers Contingent Liability B. MINIMUM LIMITS OF INSURANCE. The City shall maintain limits no less than, for: I. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Builder's Risk Insurance:_$5,749,355 (100% replacement cost value) . DOCUMENTS•ICAFORM Interlocal Cooperation Agreement • Page 7 4. Fire Insurance: The City agrees to procure fire insurance equal to 100% of the building value. Thereby the City guarantees to the County of King as loss payee interest equal to 100% of the County's interest as it may appear. 5. Workers Compensation: Statutory requirements of the State of residency. 6. Stop Gap or Employers Liability Coverage: $1,000,000. C. DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to, and approved by, the County. At the option of the County, the insured shall instruct the insurer to reduce or eliminate such deductibles or self-insured retentions as respects the County, its officers, officials and employees. The deductible and/or self-insured retention of the policies shall not limit or apply to the City's liability to the County and shall be the sole responsibility of the City. D. OTHER INSURANCE PROVISIONS. The insurance policies required in this Agreement are to contain, or be endorsed to contain the following provisions: 1. General Liability Policy a. The County, its officers, officials, employees and agents and the City are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of KCHA in connection with this Agreement. b. To the extent of the KCHA's negligence, KCHA's insurance coverage shall be primary insurance as respects the County, its officers, officials, employees and agents and the City. Any insurance and/or self-insurance maintained by the County, its officers, officials, employees or agents or the City shall not contribute with the Named Insured's insurance or benefit the Named Insured in any way. C. KCHA's insurance shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. 2. Builder's Risk Policy. The policy shall include the Developer, the City and the County as insured in the amount equal to their interest, as their interest may appear. 3. Fire Insurance Policy. The policy shall include the County and the City as an insured in the amount equal to their interest, as their interest may appear. The policy commencement date shall be December 12, 1992, the same day as the builder's risk policy expiration date. 4. All Policies. Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits until after forty- five (45) days prior notice, return receipt requested, has been given to the County. E. ACCEPTABILITY OF INSURERS. Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII, or, if not rated with Bests' , with minimum surpluses the equivalent of Bests' surplus size VIII. If at any time of the foregoing policies shall be or become unsatisfactory to the County, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the County, KCHA shall , upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with the appropriate certificates and endorsements, for approval . DDCUMENTS ICAFORM Interlocal Cooperapion Agreement Page 8 F. VERIFICATION OF COVERAGE. The City and/or KCHA shall furnish the County with certificate(s) of insurance and endorsement(s) required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms provided or approved by the County and are to be received and approved by the County prior to the commencement of activities associated with the Agreement. The County reserves the right to require complete, certified copies of all required insurance policies at any time. G. PROVISION FOR INCREASE OF COVERAGE. To ensure that appropriate insurance is carried by the City and/or KCHA, the County at its sole option may adjust these insurance requirements every three (3) years, the first adjustment to occur three (3) years after the beginning of the term of this Agreement. Such adjustments shall not be greater than amounts customarily required by King County in Agreements of similar character. VI. MUTUAL RELEASE AND WAIVER. To the extent a loss is covered by insurance in force, the County, the City and/or KCHA hereby mutually release each other from liability and waive all right of recovery against each other for any loss from perils insured against under their respective fire insurance policies, including any extended coverage endorsements hereto; provided, that this agreement shall be inapplicable if it would have the effect of invalidating any insurance coverage of the County or the City and/or KCHA. VII. COMPLIANCE WITH LAWS AND REGULATIONS, TAXES, AND FEES. A. In carrying out this Agreement, the City and KCHA shall comply with all applicable laws, ordinances, and regulations which have been or will be promulgated by any and all authorities having jurisdiction. The City and KCHA specifically agree to bear the risks of such laws, ordinances, and regulations, and to pay all costs associated with achieving compliance without notice from the County. The City and KCHA shall pay all license fees and all federal and state taxes on the Premises, improvements and equipment, and all licensing fees for vehicles or other licensed equipment to the extent that the parties are subject to such taxes and fees. The City shall pay all permit fees, including but not limited to land use, building, construction, health, sanitation and business permit fees. The County shall not in any case be held liable for any taxes and/or fees owing to any person due to the City's or KCHA's ownership, operation, use and/or possession of the Premises. The City and KCHA shall apply for all appropriate tax exemptions, and neither this paragraph nor any other provision of this Agreement shall be construed as a waiver or relinquishment by the parties of any tax exemption available to it. B. The City and KCHA shall at all times comply with all applicable federal , state, and local laws, statutes, rules and regulations relating to relocation of those persons and households residing within the Premises prior to occupancy by Tenants. The City shall be solely responsible for the cost of all relocation benefits required by law. At no time shall the County be responsible for the cost of such benefits. VIII. RECORDKEEPING AND REPORTING A. KCHA shall keep and maintain all records as the County may from time to time reasonably require, including, but not limited to, records pertaining to the acquisition, rehabilitation and operation of the Premises, the provision of services for residents and records pertaining to Tenants' annual income. Upon the County's request for these records, KCHA shall submit them to the City for review and the two entities in cooperation shall submit them to the County. The County shall have access upon reasonable notice to any and all of these records at any time during the course of the construction and operation of the Premises. DOCUMENTS ICAFORM Interlocal Cooperation Agreement Page 9 B. KCHA shall submit an annual report to King County's Planning and Community Development Division within 60 days of the close of each calendar year. KCHA shall submit this annual report to the City for review and the two entities in cooperation shall submit the report to the County. This annual report shall include information pertaining to the Tenants, including numbers served, age, ethnicity, gender, income; and information pertaining to KCHA, including the KCHA's annual report of activities, an audited financial statement and federal tax return and a list of names and addresses of current board members and officers. KCHA and the City shall also submit additional reports which the County may from time to time reasonably require. X. NONDISCRIMINATION A. General 1. During the performance of this Agreement, neither the City nor KCHA nor any party subcontracting under authority of this Agreement shall discriminate on the basis of race, color, sex, religion, nationality, creed, sexual orientation, marital status, age, or the presence of any sensory, mental or physical handicap in employment or application for employment or in the administration or delivery of services or any other benefits under this Agreement. The City and KCHA shall comply fully with all applicable federal , state and local laws, ordinances, executive orders and regulations which prohibit such discrimination. These laws include, but are not limited to, RCW 49.60, Titles VI and VII of the Civil Rights Law of 1964, Section 504 of the Rehabilitation Act of 1973, as amended, Executive Order 11246 issued by the President of the United States and Executive Order 2001-R issued by the County Executive. 2. The City and KCHA shall consult and cooperate fully with the County, the Washington State Human Rights Commission, the Equal Employment Opportunity Commission and other appropriate federal , state and local agencies in ensuring full compliance with the laws against discrimination, The City and KCHA shall consult the Compliance Unit of the King County Office of Civil Rights and Compliance for information and technical assistance and/or for referral to other agencies for assistance. 3. In the event of noncompliance by the City and KCHA with any of the nondiscrimination provisions of this Agreement, the County shall have the right, at its option, to terminate this Agreement in whole or in part. B. Employment 1. The City and KCHA shall not discriminate against any employee or applicant for employment due to race, color, sex, religion, nationality, creed, sexual orientation, marital status, age, or the presence of any sensory, mental or physical handicap in any employment practice including, but not limited to, hiring and firing, layoffs, upgrading, demotion or transfer, recruitment or recruitment advertising, rates of pay or other forms of compensation, training or any other term, condition or practice of employment. 2. The City and KCHA, as applicable, shall give notice of its nondiscrimination policy and obligation in all solicitations or advertisements for employees, and will send to each labor union or representative of workers with which it has a collective bargaining agreement or other understanding a notice of the commitments under this section. 3. The City and KCHA shall comply with all applicable federal , state and local laws and regulations regarding nondis- crimination in employment and shall develop and implement such affirmative action plans and reporting procedures as may be required, including those required by the County. DOCUMENTS:ICAFORM i • Interlocal Cooperation Agreement Page 10 4. During the performance of this Agreement neither the City and KCHA nor any party subcontracting under the authority of this Agreement shall engage in unfair employment practices as defined by King County Code, Chapter 12.18. It is an unfair employment practice for any: a. employer or labor organization to discriminate against any person with respect to referral, hiring, tenure, promotion terms, conditions, wages or other privileges of employment; b. employment agency or labor organization to discriminate against any person with respect to membership rights and privileges, admission to or participation in any guidance program, apprenticeship training program, or other occupational training program; C. employer, employment agency, or labor organi- zation to print, circulate, or cause to be printed published or circulated, any statement, advertisement or publication relating to employment or membership, or to use any form or application therefor, which indicates any discrimination unless based upon a bona fide occupa- tion qualification; d. employment agency to discriminate against any person with respect to any reference for employment or assignment to a particular job classification; e. employer, employment agency or a labor orga- nization to retaliate against any person because this person opposed any practice forbidden by K.C.C. 12.18 or because that person made a charge, testified or assisted in any manner in any investigation, proceeding or hearing initiated under the provisions of King County Code, Chapter 12.18; f. publisher, firm corporation, organization or association printing, publishing or circulating any newspaper, magazine or other written publication to print or cause to be printed or circulated any advertisement with knowledge that the same is in violation of King County Code Chapter 12.18.030 (c), or to segregate and separately designate advertisements as applying only to men and women unless such discrimination is reasonable necessary to the normal operation of the particular business, enterprise or employment, unless based upon a bona fide occupational qualification; g. employer to prohibit any person from speaking in a language other than English in the workplace unless: (1) the employer can show that requiring that employees speak English at certain times is justified by business necessity, and (2) the employer informs employees of the requirement and the consequences of violating the rule. If the City and KCHA fail to comply with King County Code Chapter 12.18, then the City and KCHA shall be subject to the procedures and penalties set forth therein. C. Program and Services 1. The City and KCHA or any subcontracting authority under this Agreement, agree not to discriminate on the basis of race, color, sex, religion, nationality, creed, sexual orientation, marital status, age, or the presence of any mental , physical or sensory handicap in the access to, or in the provision and administration of, any program or activity under this Agreement. DOCUMENTS ICAFDRM • s Interlocal Cooperation Agreement Page 11 2. "Discrimination" includes but may not be limited to 1) denial of services or benefits, 2) segregation, separate or different treatment or benefits, 3) utilization of administrative criteria or methods that have the effect of discriminatory treatment. This obligation includes taking affirmative steps to make programs and services available and accessible to the handicapped. D. Minority/Women's Businesses Unless waived, the City and KCHA shall fully comply with the provisions of King County Code, Chapter 4.18 in conducting the improvement of the properties of the Project described in this Agreement. Failure by the City and KCHA to comply with any requirements of this Chapter shall be a breach of this Agreement. E. Subcontracts and Purchases The City and KCHA shall include this Section IX in every subcontract or purchase order for goods or services which are the subject of this Agreement. X. ASSIGNMENT The City and KCHA shall not assign this Agreement in whole or in part or subcontract any of the terms of this Agreement without the prior written consent of the County. Any request for assignment, transfer, or subcontract shall be made in writing, shall state the party to whom such transfer shall be made and the purpose of such transfer. XI. BREACH/DEFAULT A. No waiver of a breach of any provision hereof shall be deemed a modification of the terms of this Agreement, nor shall such waiver be deemed to waive any other or subsequent breach of this Agreement. B. In the event the City fails to observe or perform any of the provisions of this Agreement, that failure having continued for thirty days after the County gives written notice to cure such failure to the City, the City shall be deemed in default of this Agreement; provided however that if the nature of the default is such that more than thirty days are reasonably required for its cure, then the City shall not be deemed in default if it commences such cure within such thirty-day period and diligently pursues such cure to completion within 180 days. C. Notwithstanding anything herein to the contrary, in the event of a default by the City under this Agreement, the County shall be entitled, upon notice, to liquidated damages as defined in Section XII, below. D. The remedies set forth herein shall not be the exclusive remedies available to the parties. Each party shall retain all rights which they otherwise would have at law or in equity. E. The remedies set forth herein shall be cumulative and the parties may exercise one or more of the said remedies and shall not be deemed to have elected any remedy to the exclusion of other remedies. XII. LIQUIDATED DAMAGES. Default of the City or any failure of the City to perform any conditions of this Agreement that are not cured as provided herein shall result in the limitation of the availability of housing and services for frail elderly to the loss and damage of the County. Because it would be impracticable to fix the actual damages sustained in the event of such failure to perform, the County and the City, therefore, agree that in the event of the City's failure to perform, the damages incurred by the County shall be three percent of the appraised value of the Premises or $250,000.00 whichever is greater. The appraised value shall be determined at the City's expense by an appraiser satisfactory to the County ("a Market Value Appraisal") . County and the City agree that the DOCUMENTS ICAFORM Interlocal Cooperation Agreement Page 12 City shall pay such amount to the County as liquidated damages arising from all causes including but not limited to causes beyond its reasonable control and without the fault or negligence of the City. Such causes may include, but are not restricted to, acts of God or of the public -enemy, acts of any government body acting in its sovereign capacity, war, explosions, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes and unusually severe weather. Upon payment of such sum, neither party shall have any further liability hereunder. XIII. NOTICE Any notice required to be given by any party to another shall be deposited in the United States mail, postage prepaid, addressed to the City of Kent at 220 4th Ave. S. , Kent, WA 98032-5895 or to the County at King County Planning and Community Development Division, 707 Smith Tower Building, 506 Second Avenue, Seattle, WA 98104, or at such other address as the parties may designate in writing from time to time. XIV. GENERAL TERMS A. This Agreement shall be binding upon the parties hereto, their heirs, successors, and assigns. B. The City hereby represents that the person signing below has full authority to execute this Agreement and to bind the City as set forth herein. C. The KCHA hereby represents that the person signing below has full authority to execute this Agreement and to bind the KCHA as set forth herein. D. If any term or provision of this Agreement or the application of any term of this Agreement to any person or circumstance is invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect. E. This Agreement shall be effective upon signature by all parties following approval by their governing bodies. F. This Agreement and Exhibits A through F attached hereto, constitute the entire agreement between the parties with regard to the subject matter thereof. This Agreement supersedes all prior negotiations and no modification or amendment to this Agreement shall be valid unless in writing signed by both parties. G. The City, KCHA and the County agree to execute such additional documents during the term of the Agreement as may be necessary to effectuate the intent of the parties and the purpose of this Agreement. H. If, by reason of any default or breach on the part of either party in the performance of any of the provisions of this Agreement, a legal action is instituted, the losing party agrees to pay all reasonable costs and attorney's fees in connection therewith. It is agreed that the venue of any legal action brought under the terms of this Agreement shall be King County. I. This Agreement is for the benefit of the named parties only and no third party shall have any rights thereunder. DOCUMENTS ICAFORM Interlocal Cooperation Agreement Page 13 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the date first above written. CITY OF KENT Its KI C T HOUSING AUTHORITY KING COUNTY, WASHINGTON FOR BY j BY Ji Wiley Tim Hill King County Execu 'v Its Executive Direc/Or APPROVED AS TO FORM. BY �l Depu rosec ting ttorney DOCUMENTS ICAFORM • Interlocal Cooperation Agreement Page 14 STATE OF WASHINGTON) ) ss COUNTY OF KING ) On this � day of 19_fj before me the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn ppersonallyy appeared -kj! 1 UJQQy c, '�to me known to be the M(c I/wo -R.PA of the CT"- of Kew ceapewati4 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 is authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. GIVEN under my hand and official seal this e 4 day of 'NO 1P Uffi-LC7 nand for the State oink n residing at a VyA� My Commssion expires —q ?1 STATE OF WASHINGTON) ) ss COUNTY OF KING ) On this 1/Z day of ��e�� 199ibefore me the undersigned, a Notary Public in and for the S 3te of lashington, duly commissioned and sworn personally agpea reds [2 to me known to be the , -Z of the C' corporation that executed the foregoing' ins rument, and ack4iowledged 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 is authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. GIVEN under my hand and official seal this C/ day of�u l� 19-Y-2- . NOT -R BLIC in and for the State of Washington residing at My Commission expires 30-9s� DOCUMENTS ICAFORM Interlocal Cooperation Agreement Page 15 STATE OF WASHINGTON) ) ss COUNTY OF KING ) On this day personally appeared before me � � to me known to be the C""� ative of King County, Washington, the person y�ho signed the above and foregoing instrument for King County for the uses and purposes therein stated and acknowledged to me that he signed the same as the free and voluntary act and deed of King County and that he was so authorized to sign. IYEN under my hand and official seal this day of NO ARY PUBL7 in And for the St a of ashi nh"k--residing at / My Commission expires _. kent/kcha 11/2/92 E ZI DOCUMENTS ICAFORM EXHIBIT A LEGAL DESCRIPTION All of lots 1 through 6 inclusive, all of lots 17 and 18 and that portion of lot 7 lying west of the east 46.97 feet thereof, all in block 16, Yesler's first addition to the town of Kent, according to the plat thereof recorded in volume 5 of plats, page 64, records of King County, Washington; Together with all those portions of Smith St. and of the alley vacated under ordinance numbers 1260, 1457 and 2991 adjoining said premises which attached thereto by operation of law. txrri�t i � After recording return to: City Attorney's Office City of Kent 220 Fourth Ave. S. Kent, WA 98032 CONTRACT OF SALE FOR KENT SENIOR HOUSING PROJECT BETWEEN THE CITY OF KENT AND BELLEWOOD CORPORATION AND KING COUNTY HOUSING AUTHORITY TABLE OF CONTENTS Page I. DEFINITIONS 2 II. PURPOSE AND PROPERTY IDENTIFICATION 5 III. THE PROJECT 5 IV. PURCHASE PRICE 9 V. PERFORMANCE 9 VI. RISK OF LOSS 16 VII. FINAL CERTIFICATION OF COMPLETION 16 VIII. WARRANTIES 17 IX. PROHIBITION AGAINST TRANSFER OF CONTRACT OR PROPERTY 18 X. THIRD PARTIES 19 XI. PREVAILING WAGE 19 XII. OTHER PROVISIONS 20 1 4 CONTRACT EXHIBITS Exhibit 1 Legal Description Exhibit 2 Housing Cooperation Agreement Exhibit 3 Preliminary Agreement to Contract for Sale for the Kent Senior Housing Project plus exhibits Exhibit 4 Project Manual Exhibit 5 Amended and Modified Plans ii Y CONTRACT OF BALE FOR SENT SENIOR HOUSING PROJECT THIS AGREEMENT is entered into this day of 1991, by and between the Bellewood Corporation, a Washington corporation, hereinafter referred to as "DEVELOPER", the City of Kent, Washington, a municipal corporation created and organized pursuant to and in accordance with provisions of the Revised Code of Washington, hereinafter referred to as "CITY", and the Housing Authority of the County of King, Washington, a public corporation, hereinafter referred to as "HOUSING AUTHORITY". WHEREAS, on November 6, 1990, the City Council of the City of Kent approved the issuance of $6.7 million in general obligation bonds for the construction of senior housing in the City of Kent, and on November 21, 1990, the City issued and delivered those bonds; and WHEREAS, cities in the State of Washington, under existing law, do not have the authority to own and operate low income housing facilities; and WHEREAS, the King County Housing Authority is legally authorized to develop, own and manage housing for low income senior citizens; and WHEREAS, pursuant to a request for proposal, Developer submitted a proposal for the construction and sale of senior housing units in the City of Kent, which proposal was accepted by the Kent City Council on or about June 4, 1991; and s WHEREAS, on or about June 13, 1991, the City of Kent and the King County Housing Authority entered into a Housing Cooperation Agreement for the Housing Authority to own and operate Kent senior citizen housing; and WHEREAS, on or about June 13, 1991, the Developer and City entered into a "Preliminary Agreement to Contract for Sale for the Kent Senior Housing Project" ; and WHEREAS, the parties are now desirous of entering into a Contract of Sale for the Kent Senior Housing Project; NOW, THEREFORE, the parties agree as follows: I. DEFINITIONS The following words and terms have the following meanings for purposes of this Agreement: 1. "Authority" or "Housing Authority" means the Housing Authority of the County of King. 2. "Bond" or "bonds" means any or all of the general obligation bonds of the City issued November 21, 1990 pursuant to the Ordinance. 3. "City" means City of Kent, Washington. 4. "City's Contracting Authority" means City Administration. 2 5. "Contract" means contract of sale. 6. "Contract of Sale" means the final contract between the City and Developer for development and sale of the Senior Housing Project. 7. "Contract work" means the construction work to be performed under this contract. 8. "Developer" means the Bellewood Corporation. 9. "Low income seniors" means individuals or members of a household living as a single residential unit meeting the following requirements. A. The head of a household or spouse is a senior, and B. The individual, or the household collectively lacks the amount of income (which income shall not exceed eighty percent (80%) of median income for King County or such other income level as shall be set by subsequent ordinance of the City) , necessary to enable them without financial assistance, to live in decent, safe and sanitary dwellings, without overcrowding, as determined by the Housing Authority pursuant to RCW 35.82 . 020 (10) . The above income levels and limitations may be amended by the Housing Authority in accordance with RCW 35. 82.020(10) subject to approval by ordinance of the City to reflect changing economic or social conditions as long as the general purpose of the Ordinance to provide additional housing for low income senior persons is being accomplished. 3 10. "Ordinance" means, collectively, Kent City Ordinance No. 2875 submitting the proposition whether to issue bonds to finance housing for low income senior citizens to the electors of the City and Ordinance No. 2948 authorizing the issuance of bonds to provide capital funds for the Project. 11. "Project" means the work or undertaking by the City and Developer, including the planning, design, purchase, acquisition, development, construction, equipping and/or rehabilitation of property, dwelling units and related facilities to be occupied by low income seniors pursuant to the Ordinance and this Agreement. 12. "Proposal" means the Developer's proposal submitted on or about March 15, 1991 in response to the City's Request for Proposal for development of the Senior Housing Project. 13. "Purchase price" means the total price for the project. 14 . "Request for Proposal" means the revised Request for Proposal issued by the City for development of the Senior Housing Project. 15. "Senior" means over the age of 62 years. 16. "Substantial completion" means the point where the contract work is in good and tenantable condition and there are no deficiencies other than punch list and items awaiting seasonal opportunity to complete. 4 II. PURPOSE AND PROPERTY IDENTIFICATION The purpose of this Agreement is to formulate the negotiated terms for the Contract of Sale for 94 senior housing dwelling units and related appurtenances to be developed by Developer and conveyed to the Housing Authority for ownership and operation of senior housing dwelling units in the City of Kent. The property is to be developed upon land proposed by the Developer situated in the City of Kent, Washington, as described in the legal description attached hereto as Exhibit 1. This Contract of Sale supplements the Housing Cooperation Agreement executed by and between the City and the Housing Authority on or about June 13, 1991 (said Agreement attached hereto as Exhibit 2) and the Preliminary Agreement to Contract for Sale for the Kent Senior Housing Project executed by Developer and City on or about June 13, 1991 (said Agreement and exhibits attached hereto as Exhibit 3) . Exhibits 2 and 3 are hereby incorporated into this Agreement by reference and shall be fully enforceable as modified herein as to their respective parties. The terms and conditions shall remain in full force and effect to the extent that they are not amended or otherwise modified by the terms and conditions of this Contract of Sale. To the extent that the terms and conditions of this Agreement are inconsistent with the terms and conditions set forth in Exhibits 2 and 3, the terms of this Agreement shall prevail. III. THE PROJECT 1. Identification of the Project. The project to be conveyed to the Housing Authority pursuant to the terms of this Agreement shall consist of 94 5 senior housing dwelling units and related appurtenances as described in the plans and specifications of Exhibit 3 as supplemented, amended and updated pursuant to the specifications and conditions set forth in the project manual attached hereto as Exhibit 4, and the amended and modified plans attached hereto as Exhibit 5. The specifications and plans in Exhibit 3, the project manual attached as Exhibit 4, and plans set forth in Exhibit 5 will hereafter collectively be referred to as "plans and specifications" . 2 . Improvements. A. Compliance with Laws. The completed improvements of the project shall be developed and constructed in accordance with all applicable federal, state, local laws, codes, ordinances and regulations. B. specifications. It is expressly understood and agreed by the parties hereto that those technical specifications set forth in Exhibit 3 and as updated in Exhibit 4 not specifically waived by the City are part of this Contract. Developer acknowledges that it has read and is familiar with the specifications and acknowledges that said specifications are part of this Contract and will be complied with unless specifically waived as set forth herein. C. Construction and Design. The design and development of the structures and the living units as well as the project as a whole shall comply with the plans and technical specifications set forth in Exhibits 3, 4, and 5 and shall be subject to modifications as agreed to in this contract. Developer shall be responsible for delivery of the improvements in good and tenantable condition. In no event shall the project contain less than 94 living units which shall be of a quality not 6 less than specified herein. Added to the Developer's proposal are Design Features and Considerations as set forth in Exhibit 3 (attached thereto as Exhibit C) and as may be modified herein. Review or approval by the City and the Housing Authority of the working drawings, specifications or other documents shall not relieve Developer of its responsibility set forth herein. Developer shall have full and sole responsibility for subsurface investigations and foundation design, for any changes in details, dimensions or materials required to produce the complete improvements in accordance with paragraph B and for correction of any defects arising out of any design deficiencies. D. Proiect Plans. The parties acknowledge that the site plan as proposed by the Developer in the Developer's proposal as set forth in Exhibit 3 (attached thereto as Exhibit D) has been modified and that the Developer will develop the project pursuant to the certified plans currently on file with the City of Kent Building Department as may be hereinafter modified from time to time; an uncertififed copy attached hereto as Exhibit 5. Developer shall rely only on the certified plans for development of the project. E. Furnishings. Developer will equip all units with appliances as set forth in the technical specifications and Developer's proposal. Additionally, Developer shall provide furnishings to common areas, offices and related areas as set forth in Exhibit 3 (attached thereto as Exhibit E) and as may be modified herein or, at the option of the City, shall provide the amounts set forth for these furnishings, as an allowance item to the City. F. Support Service Requirements. Certain support service requirements are necessary and desirable for the successful operation of the Project, therefore, the parties agree 7 that the Project will be constructed and developed to incorporate the support service needs as set forth in the support services specifications established by the Senior Housing Support Services Committee contained in Exhibit 3 (attached thereto as Exhibit F) and as may be modified herein. The development will take into consideration all of the elements set forth in said exhibit and this Agreement in order to implement the support services program as outlined by the committee and those that may be subsequently developed by the parties hereto to incorporate the intent of the committee. G. Unforeseen Conditions. It is acknowledged that the Developer has proposed a site and design in response to the City's Request for Proposal. The Developer further acknowledges that it has reviewed the proposed site, the City development codes and regulations, the technical specifications and proposal requirements as well as all relevant documents, is familiar with the permitting process with the City, has met with numerous staff personnel for compliance with all permitting processes and design specifications, and is familiar with the needs of the City and the Housing Authority for this particular project. Developer agrees it will assume any and all unforeseen conditions which may result in additional cost to the Developer at Developer's sole cost and expense, excepting unforeseen conditions solely at the control of the City's Contracting Authority. H. Additional Land Acquisition. The legal description of the property set forth in Exhibit 1 includes an addition of a parcel of land to the project deemed desirable to enhance parking and use of the facilities for its intended purpose. This additional parcel of land, located at 625 West Harrison Street, will be acquired by the Developer as part of its proposal to the City. The purchase price set forth in this 8 contract includes the addition of this parcel of property to the project. IV. PURCHASE PRICE 1. The purchase price for the project is $7, 325,355.00. The purchase price shall be due and payable as follows: The purchase price, minus any amounts withheld pursuant to paragraph VIII (2) below (warranty deposit or bond) , upon closing of the sale as set forth in this Agreement, at which time the project shall be substantially complete, minus a retainer of $50, 000. 00 or an amount as otherwise provided, as set forth in paragraph V (6) (C) below (retainage for punch list and assessments) , which amount will be paid upon final completion of the punch list items. 2. The purchase price shall be subject to adjustments agreed to by reason of changes in the contract work pursuant to Section V (3) of this contract. 3. It is understood that all contract obligations and duties must comply with and be subject to the Ordinance and the Bonds defined terms. In no event shall any price modifications be based upon reduced costs attributed to lower quality of construction, finishing, landscaping or other amenities. V. PERFORMANCE 1. Commencement and Completion of Work. The Developer shall commence the contract work no later than January 15, 1992. The Developer shall substantially complete the contract work no later than November 15, 1992. 9 o Closing of the sale following substantial completion shall be held at the city offices of the City of Kent or at such place as otherwise designated by the parties hereto. The closing shall be performed pursuant to the terms set forth in paragraph V (6) below. The Developer shall commence the contract work not later than the date specified in this contract, shall prosecute the contract work with such diligence as will ensure substantial completion by the date specified in this contract, and shall substantially complete work by such date. 2 . Default and Termination. A. If the Developer fails to expeditiously continue the undertaking of the project or to comply with this contract, or if this contract be held void, voidable, or ultra vires, or if the power or right of the Developer to enter into this contract is drawn into question in any legal proceeding or if the Developer asserts or claims that this contract is not binding upon the Developer for any such reason, or if Developer becomes insolvent or otherwise fails to complete the project, the occurrence of any such event shall be deemed a default hereunder. B. If Developer fails to commence, diligently prosecute or substantially complete the contract work in accordance with the contract or otherwise defaults in its performance hereunder, City may terminate the contract by notice to the Developer, and in such case, Developer shall not be entitled to any compensation. If the City is entitled to terminate the contract at any given time but omits to do so, such omission shall not be construed as, or constitute a waiver of, the City's right to subsequently terminate the contract. Should this Agreement be terminated by any party hereto, then the City 10 may terminate the agreements set forth in Exhibits 2 and 3 hereto without cost to the City. C. Developer shall, within ten (10) working days from the beginning of any delays, notify City in writing of delays in construction of improvements and the causes for such delays. D. At substantial completion of the contract work, the City shall determine the number of calendar days, if any, by which substantial completion of the project was delayed beyond the date specified in this contract, and the reasons for the delay. To the extent that the delay is determined by the City to be the result of unforeseen causes (such as fire, flood, epidemic, strikes, unusually severe weather, or acts of the federal government or the City) beyond the control of the Developer and without the fault or negligence of the Developer, and such causes of delay were reported to the City in accordance with paragraph 2 (C) above, the time for substantial completion of the project shall be extended for the number of days that substantial completion is delayed due to these causes. 3 . Changes in the Work. No changes in the contract work shall be made without a written agreement executed by the Developer and City. Such agreement shall state changes, if any, in the terms of this contract concerning purchase price and/or time for commencement and/or substantial completion of the contract work. 4 . Inspections. A. The City shall make periodic inspections to determine conformity with this contract. The Housing Authority will also make periodic inspections for the same purpose. Comments concerning inspections by City or the Housing Authority 11 shall only be communicated to the Developer through City. The City may appoint a project architect or other representative who shall be an agent of the City and who shall be the City's representative during the construction period. The agent shall, at all times, have access to the property whenever work is in preparation and progress. The agent shall make periodic visits to the site to observe the progress and quality of the work. B. City shall notify Developer as soon as possible any observed defects or deficiencies in the improvements. Developer shall promptly correct any defects or deficiencies. Failure of the City to observe defects shall not relieve Developer of liability to cure the same. C. Notwithstanding any provisions of this contract concerning inspections by City and the Housing Authority, it is expressly agreed that the Developer shall be solely responsible for timely completion of the project, in accordance with all contract requirements, and failure of City or the Housing Authority to make inspections or to provide reports of the inspections shall not diminish or affect such responsibility. S. Final Inspection. Acceptance. A. Developer shall notify City in writing of the date when, in Developer's opinion, the contract work will be substantially completed. Unless City has determined, and so notifies the Developer, that the contract work is not substantially completed, City shall promptly arrange for a joint final inspection by the City, Developer and the Housing Authority. B. If the inspection set forth above has disclosed that the contract work is substantially completed: 12 (1) The City shall provide appropriate certification to Developer describing the punch list items to complete. (2) The Developer shall deliver to the City certification that: (a) The work has been completed in accordance with this contract except for the punch list items that have been identified. (b) There are no defects or deficiencies in the work except such listed items. (c) The work is in good and tenantable condition. (3) The City and Developer shall agree on a proposed time schedule for completion of the items. C. If the City and Developer disagree with determinations made by the City of punch list items or that the work is in good and tenantable condition, as represented by the Developer, or of amounts necessary to correct such items, the Developer may submit to the City a written statement of its position with substantiation. City shall then respond within ten (10) working days of receipt of said substantiation its determination. 6. Settlement. A. Settlement shall occur within thirty (30) days after substantial completion of the improvements unless an extension is mutually agreed upon by the parties hereto. At settlement, the Developer shall deliver the following to the City: (1) Certification that Developer has complied with Washington State wage and hour laws regarding prevailing 13 wage rates and certification that to the best of Developer's knowledge and belief there are no claims of underpayment and alleged violation of any provisions of wage and hour laws. In the event of any pending claims known to Developer, Developer shall place a sufficient amount, as determined by City, in escrow to be held by City to assure payments. (2) A certificate of occupancy. (3) As-built drawings of the work showing any changes from the plans set forth in Exhibit 5 together with as- built surveys which shall include locations of underground utilities and appurtenances. (4) A general warranty deed conveying the completed project to the Housing Authority, or as otherwise directed by the City, free and clear from all encumbrances, liens or claims, except easements of record on date of execution hereof and the terms and conditions of the Environmental Mitigation Agreement executed by Bellewood Corporation on or about August 20, 1991, vesting merchantable title in the Housing Authority or as otherwise directed. Said title shall contain language providing that title to the project shall transfer and/or revert to the City should a Kent Housing Authority be established or should the City establish or direct another entity to operate the project for the City or should the City decide not to operate low income housing in Kent or should the Housing Cooperation Agreement otherwise be terminated. (5) A title insurance policy naming City and Housing Authority as their interests appear on title, or assigns as beneficiary, in the full amount of the purchase price of the project. (6) A release and hold harmless agreement by Developer in a form satisfactory to City to include Developer's 14 release of any and all claims under the contract, except amounts as listed in the release and hold harmless agreement withheld by City in accordance with this contract. (7) Assignment to Housing Authority of all guarantees and warranties relating to the improvements in material and equipment included therein. Developer shall be obligated for the duration of these guarantees and warranties to assist the Housing Authority in asserting rights hereunder as may be required. B. Water, electricity, other utilities and operating charges and current taxes and assessments are to be adjusted to the date of settlement. All delinquent taxes and assessments, and encumbrances (excepting the Environmental Mitigation Agreement for the 272nd/277th corridor executed by Bellewood Corporation on or about August 20, 1991, which is anticipated to be recorded against the subject property at the time of acquisition of the same by the Developer and prior to the time of conveyance to the Housing Authority) which are a lien against the property at the time of conveyance to the Housing Authority shall be satisfied of record by the Developer at or before the transfer of title and, if the Developer fails to do so, the City or Housing Authority may pay any such delinquent taxes and assessments, and encumbrances which are a lien against the property. The amount of any such payments by the City or Housing Authority shall be deducted from the purchase price of the property. Any outstanding special assessments, or future installments thereon, remaining unpaid against the property shall be paid in full at the time of closing by the Developer. All written notices of violations of municipal orders or requirements noted or issued by legal authority, or affecting the property at 15 the time of settlement, shall be complied with by the Developer and the property conveyed free thereof. C. Upon satisfaction by the Developer of all the requirements of this section, the City shall pay to Developer the purchase price as adjusted in accordance with Section B above minus the following withholdings: (1) An amount equal to one and one-half times the amount certified by the City as necessary to complete the punch list items or the retainage amount set forth above, whichever is greater. D. City shall pay the cost of preparation of the general warranty deed and the costs incidental to the execution and recordation thereof. Developer shall pay for a title insurance policy and all documentary stamps and taxes applicable to this transaction. All other escrow and settlement costs shall be divided between City and Developer. E. Settlement shall be held at the office of the City or at such other place as City shall designate. F. Developer shall deliver possession of the project at the time of closing and the Housing Authority shall have the right of occupancy from that time. VI. RISK OF LOSS The risk of loss or damage to the property by fire or other casualty, until the deed of conveyance is delivered, is assumed by the Developer. Thereafter, the risk of loss shall be assumed by the City and the Housing Authority as their respective interests may appear herein and pursuant to the terms of the Housing Cooperation Agreement. 16 VII. FINAL CERTIFICATION OF COMPLETION The Developer shall complete the punch list items in accord- ance with a reasonable time schedule established by the City for completion of the items. Developer shall be paid for such items only after inspection and acceptance by the City. City shall not accept any item if there is a dispute as to whether such item has been completed. If City is satisfied that Developer has completed the items listed and has complied with all provisions of the contract, the City shall release to the Developer any amount withheld with respect to the items listed for completion. VIII. WARRANTIES 1. Developer shall promptly remedy any defects due to faulty materials or workmanship which may appear within the warranty periods and pay for any damage to other work resulting from such defects. The warranty period shall be one year from the date of approval of the Final Certificate of Completion for all items completed. 2 . As assurance for the performance of the Developer's obligations under paragraph (1) of this Section, the City shall withhold from the Purchase Price an amount equal to two and one- half percent (2-1/2%) of the cost of improvements to the land including all structures. The withheld amount shall be used to pay the actual cost or expense necessary for performance of such obligations. Promptly after the expiration of the warranty period, City shall pay to Developer any balance of such withheld amount not required for such performance, as determined by the City. No interest shall accrue to the Developer on the withheld 17 amount. As an alternative to withholding, the Developer may furnish the City with a warranty bond in an amount equal to two and one-half percent (2-1/2%) of the cost of improvements to the land including all structures. 3. All warranties provided by Developer shall be fully assignable and shall automatically transfer to the City in the event the project is transferred to the City during the duration of said warranties, it being acknowledged that the warranties are for the benefit of the City and Housing Authority as their interests appear herein. IX PROHIBITION AGAINST TRANSFER OF CONTRACT OR PROPERTY The Developer agrees that it has not made, and will not make or agree to make, any sale, assignment, conveyance, or transfer in any other form, of this contract or the property, or any part thereof or any interest therein, without the consent of the City, except as follows: 1. To a mortgagee for the purpose of obtaining financing of the completion of the project. To this extent, the City and Housing Authority agree to execute, if required, an assignment of interest to Developer's lender reasonably necessary for Developer to secure financing for the project. For the purposes of this article, a transfer of stock in the Developer, in whole or in part, by a party holding ten percent or more of the stock of the Developer, or any other similarly significant change in the ownership of such stock or in the relative distribution thereof, or with respect to the parties in 18 i • control of the Developer or the degree thereof, by any other method or means, whether by increased capitalization, merger with another corporation, corporate or other amendments, is*uance of new or additional stock or classification of stock or otherwise, shall be deemed an assignment or conveyance with respect to this Contract or the Property. With respect to this provision, the Developer and the parties signing this contract on behalf of the Developer represent that they have the authority of all of its existing stockholders and/or governing bodies to agree to this provision on its behalf and to bind it with respect thereto. The Developer agrees to notify the City promptly of any such proposed transfer and to request written approval thereof. X. THIRD PARTIES 1. Nothing in this contract shall be construed to create any relationship between: A. Developer's lender or any subcontractor or supplier on the one hand, and B. The City or the Housing Authority on the other. No action may be brought by Developer's lender or any other subcontractor or supplier against City or the Housing Authority based on this contract. 2. Developer shall insert in any subcontracts a similar provision as set forth in this section indicating that this contract shall not be construed to create any relationship between Developer's lender or any subcontractor or supplier and the City or the Housing Authority. 19 XI. PREVAILING WAGE No workman, laborer, or mechanic employed in the performance of any part of this contract shall be paid less than the "prevailing rate of wage" as determined by the industrial statistician of the Department of Labor and Industries of the State of Washington. Developer agrees to comply in all respects with RCW 39. 12 and to indemnify, defend and hold the City harmless from any and all claims that result from failure to comply with the prevailing rate of wage pursuant to RCW 39. 12. XII. OTHER PROVISIONS 1. Waiver and Modification. No waiver, alteration or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the parties hereto. 2 . Entire Agreement. The written provisions and terms of this Agreement shall supersede all prior verbal statements of any officer or other representative of the parties hereto, and such statements shall not be effective or be construed as entering into forming a part of, or altering in any manner whatsoever, this Agreement or the Agreement documents. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement, and the addenda attached hereto, and any and all bid proposal-related documents, which may or may not have been executed prior to the execution of this Agreement. 3. Legal Representation. The parties hereto acknowledge that the Kent City Attorney's Office represented only the City of 20 Kent in the negotiations and execution of this Agreement. It is further acknowledged that all of the parties hereto have been represented by legal counsel or have had an opportunity to be represented by legal counsel with respect to the negotiations and execution of this Agreement. 4. Recordation. This agreement excluding the exhibits (with the exception of Exhibit 1 containing legal descriptions and Exhibit 2 consisting of the Housing Cooperation Agreement) shall be recorded at or before closing of the sale. The warranty deed transferring title at closing of this transaction shall contain language setting forth the reversionary interests herein and shall be recorded at closing of the transaction contemplated herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above by and through their duly authors ed representative. OUSING UTHORITY THE UNTY O KING HINGTON By: J ' Wiley E cutive Director STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Jim Wiley is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it 21 as the Executive Director of the Housing Authority of the County of King, Washington to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Date: IaC 2-0 199,/ Nota lic in and for the State of of Washington, residing at J .-- My commission expires $ I y CIT OF KENT BY* Ju Woods M o Pro T STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Judy Woods is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor Pro Tem of the City of Kent, Washington to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dattt;l e � aryRftlic in and for the State of o Washington, residing a .4a BRot**.�,, My commission expires O .$gON NOTA yN� •:0 . 22 ,,,,00`11 ....... BELLEWOOD CORPORATION Dean A. Chaussee President STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Dean A. Chaussee is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the President of Bellewood Corporation to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Date• / 30�r// /a6 ' AA44; Notary Public in and for the State of of Washington, residing at My commission expires ip-Q-9� •.• fit.Gq ► 9 9 APPROVED AS TO FORM: •••C.QO40 f{•�•., �, C �gRMY is S p�lt1C Q- eR:',rLubovich v'� .• :CityAtor z"' 9 . Z OP WAS%A"o se iorhs.doe 23 LEGAL DESCRIPTION ALL OF LOTS 1 THROUGH 6 INCLUSIVE, ALL OF LOTS 17 AND 18 AND THAT PORTION OF LOT 7 LYING WEST OF THE EAST 46.97 FEET THEREOF, ALL IN BLACK 16, YESLER'S FIRST ADDITION TO THE TOWN OF KENT, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS, PAGE 64, RECORDS OF KING COUNTY, WASHINGTON; TOGETHER WITH ALL THOSE PORTIONS OF SMITH STREET AND OF THE ALLEY VACATED UNDER ORDINANCE NUMBERS 1260, 1457 AND 2991 ADJOINING SAID PREMISES WHICH ATTACHED THERETO BY OPERATION OF LAW. EXHIBIT 1 HOUSING COOPERATION AGREEMENT EXHIBIT 2 HOUSING COOPERATION AGREEMENT THIS AGREEMENT is entered into this day of , 1991 by and between THE HOUSING AUTHORITY OF THE COUNTY OF KING, WASHINGTON, public corporation, hereinafter referred to as "Authority" and THE CITY OF KENT, a Washington municipal corporation, hereinafter referred to as "City" . I. RECITALS WHEREAS, there is a need for additional affordable housing for low-income Senior Citizens in the City of Kent; and WHEREAS, the City has received voter approval of the issuance and sale of $6 . 7 million dollars in general obligation bonds to finance the design, construction and equipping of at least 92 units of low-income housing and related facilities for Senior Citizens to be located within the City; and WHEREAS, on November 6, 1990, the City Council approved the issuance of $6.7 million dollars in general obligation bonds for the construction of senior housing in the City of Kent and on November 21, 1990, the City issued and delivered those bonds ; and WHEREAS, cities in the State of Washington under existing state law do not have the authority to own and operate low-income housing facilities; and EXHIBIT? WHEREAS, the Authority is legally authorized to develop, own, and manage housing for low-income Senior Citizens; and WHEREAS, the Kent Senior Housing Advisory Committee has recommended that the Authority own and operate Kent Senior Citizen Housing subject to certain conditions specified herein; and WHEREAS, the Kent City Council recently approved the above stated advisory committee recommendation; and WHEREAS, under the Housing Cooperation Law, RCW 35. 83 , the City is expressly empowerbd to provide financial and other assistance in the development and operation of low-income housing projects which are owned and operated by a Housing Authority and to enter into agreements upon such terms as it may determine; and WHEREAS, the Authority has many years of experience developing housing for Senior Citizens and currently owns and manages 21 senior housing developments comprising approximately 1300 units; and WHEREAS, it is in the best interests of the residents of the City of Kent that the King County Housing Authority own and operate such a facility for low-income Senior Housing Citizens in Kent; and WHEREAS, since the interests of Kent ' s low-income Senior Citizens are best served by a cooperative arrangement between the City and the Authority, a need for the Authority to function within the City is hereby declared; NOW, THEREFORE, the City and the Authority agree as follows: II . DEFINITIONS The following words and terms have the following meanings for purposes of this Agreement: 1. "City" means The City of Kent. 2 . "Housing Authority" means the Housing Authority of the County of King. 3 . "Project" means the work or undertaking by the City and Housing Authority, including the planning, design, purchase acquisition, development, construction, equipping or rehabilitation of property, dwelling units and related facilities to be occupied by Low Income Seniors pursuant to the Ordinance and this Agreement. 4 . "Ordinance" means, collectively, Kent City Ordinance No. 2875 submitting the proposition whether to issue bonds to finance housing for Low-Income Senior Citizens to the electors of the City and Ordinance No. 2948 authorizing ! ! the issuance of Bonds to provide capital funds for the Project. 5. "Bond" or "Bonds" means any or all of the general obligation bonds of the City issued pursuant to the Ordinance. 6. "Senior" means over the age of 62 years. 7 . "Low Income Seniors" means individuals or members of a household living as a single residential unit meeting the following requirements. A. The head of a household or spouse is a Senior, and B. The individual , or the household collectively lacks the amount of income (which income shall not exceed eighty percent (80 0) of median income for King County or such other income level as shall be set by subsequent ordinance of the City) , necessary to enable them without financial assistance, to live in decent, safe and sanitary dwellings, without overcrowding, as determined by the Housing Authority pursuant to RCW 35. 82 . 020 (10) . The above income levels and limitations may be amended by the Housing Authority in accordance with RCW 35.82 . 020 (10) subject to approval by ordinance of the City to reflect changing economic or social conditions as long as the general purpose of the ordinance to provide additional housing for Low- Income Senior Persons is being accomplished. 8 . "Operating Expense" shall mean the amounts necessary, A. To meet the cost of, and to provide for, maintaining and operating the Project in such a manner as to provide decent, safe and sanitary dwelling for Low Income Seniors including maintenance; repair or reconstruction of the Project and including cost of resident services; and a reasonable reserve fund for required improvements and replacements; and B. To meet the portions of the administrative expenses of the Housing Authority fairly attributable to operation and maintenance of the Project. 9. "Revenues" shall mean all the rents, revenues, fees and income arising from or in connection with the ownership or administration of the Project, from whatever source derived (including specifically any federal subsidies, contributions, grants or financial assistance) , including interest on reserves. • III RESPONSIBILITIES OF THE CITY 1. The City, in consultation with the Authority on an advisory basis, will be responsible for the siting, design, and construction, equipping, and furnishing of the Senior Citizen Housing Project as contemplated by the Ordinance. 2 . Upon completion of construction, the City will cause title to the Project to be conveyed to the Authority for the purpose of long-term ownership and operation in accordance with RCW 35. 82 and RCW 35. 83 , the Ordinance and this Agreement. The conveyance will include all rights, ways, privileges, interests and appurtenances pertaining to the real property along with fixtures, furnishings, equipment and other personal property related thereto. Such conveyance will be made pursuant to a mutually agreeable transfer agreement upon completion of construction of the Project at such time as the Authority is to operate the Project. 3 . The City will provide a ALTA owner' s extended policy of title insurance at the time of conveyance in an amount equal to the total development cost of the Project. The City shall pay all closing costs incurred in transferring title to the Authority. Title of the Project will be free and clear of all encumbrances except those agreed to by the Authority or as otherwise specified herein. 4 . The City will indemnify, defend and hold the Authority harmless from any and, all claims and disputes arising from the siting, design and construction of the Project. S. The City will assign, to the Authority, all warranties and guarantees in regard to the buildings, equipment, furnishings and other improvements connected with the Project. 6. Prior to transfer of the Project to the Authority, to the extent that correction of defects is not possible through the enforcement of warranties and guarantees, the City will be responsible to correct and/or pay all costs associated with the correction of all design defects, defects in material, workmanship and equipment. 7. The City will provide to the Authority copies of all building plans and specifications, soil studies, environmental reports and studies, architectural renderings, landscaping plans, utility plans, "as built" plans, and any other plans, specifications and studies relating to the Project. a. The City will provide the Authority with originals of all certificates of occupancy, permits and licenses issued in connection with the construction and development of the Project. IV RESPONSIBILITIES OF THE AUTHORITY 1. The Authority will provide advice and technical assistance to the City on an as needed basis during the siting, design, and construction phases of the senior housing development project. 2 . Upon transfer of the Project by the City to the Authority, the Authority will own and operate the housing units for the City for Senior Citizens Housing pursuant to Chapters RCW 35.82 and RCW 35. 83, the Ordinance and this Agreement. In managing the Project, the Authority may contract with qualified agents to act under its direction and control. 3 . The Housing Authority will, at all times, at its own cost and expense, use, administer and operate the Project for the purpose of providing affordable housing opportunities for Low-Income Seniors. 4 . Subject to approval of the City, the Authority will establish an admissions policy which gives priority for admission to. the Senior Housing Project to Kent residents, provided, however, it is mutually understood and agreed that this admissions policy must meet the test of compliance with local, state and federal laws. 5. Subject to approval by the City, the Authority will establish an admissions policy which gives priority for admission to Seniors with incomes less than 50 percent of the King County median income, provided, however, that it is mutually understood and agreed that this admissions policy must meet the test of compliance with local , state and federal laws. 6. The Authority will establish a management plan for operation of the Project for the units and related facilities in accordance with the provisions herein. The plan shall be submitted to the City for review and approval prior to adoption and as amended from time to time. 7. The Authority will establish rents for the units at rates sufficient, but not higher than sufficient, to produce Revenues which will be adequate to meet Operating Expenses, establish reasonable reserves for replacement, and establish a reasonable operating/contingency reserve. 8 . The Authority will indemnify, defend and hold the City harmless from any and all claims and disputes arising from its operation of the Senior Citizen Housing Project. 9 . The transfer agreement and/or deeds by which title to the Project is transferred to the Authority, shall contain a clause providing that title to the Project shall transfer or revert to the City should a Kent Housing Authority be established or should this Agreement be terminated. If title transfers or reverts to the City as contemplated herein, the Authority agrees to take such steps necessary to effectuate transfer to the City. The Authority shall convey title and possession of the Project along with all real property, buildings, structures, improvements, appurtenances attached thereto, equipment records, accounts, contracts assets and all furnishings connected with the Senior Housing Project to the City free of debt and encumbrances unless otherwise agreed upon or provided for herein or pursuant to the transfer agreement noted above. 10. It is acknowledged by the parties hereto that the Authority, by law, is not subject to real estate taxes and that no payments in lieu of taxes as authorized by RCW 35. 83 . 040 shall be paid during the term of this Agreement, unless such payments in lieu of taxes are required by state or federal law. 11. The Authority agrees and will ensure that the Senior Housing Project will be kept in good physical condition, including good physical appearance of the building and grounds and that all equipment and facilities therein shall be maintained in good operating condition. 12 . The Authority agrees that it shall keep title to the Project free and clear of all encumbrances and liens unless otherwise agreed by the City. 13 . The Authority will maintain separate accounts or a system of account Revenues and Operating Expenses of the Senior Housing Project. Such records will be audited by the State and subject to review by the City upon request. 14 . The Authority agrees that in operating and administering the Senior Housing Project, it will comply with all applicable state, local and federal laws. V TERMINATION 1. This Agreement may be terminated by either party without cause upon 120 days written notice to the other. Upon termination, the Authority shall convey title and possession of the Project along with all real property, buildings, structures, improvements, appurtenances attached thereto, equipment records, accounts, contracts, assets and all furnishings connected with the Senior Housing Project to the City free of debt and encumbrances unless otherwise agreed upon or provided for herein or pursuant to the transfer agreement noted above. VI. MISCELLANEOUS PROVISIONS 1. Condemnation. If during the term of this Agreement, the whole or part of the Project or such portion as will make the Project unusable for the purpose contemplated herein, be condemned by public authority for public use, then, in either event, this Agreement shall terminate as of the date of the vesting of title in such public authority or when possession is given to such public authority, whichever event occurs last. Any and all awards granted as a result of said condemnation whether or not this Agreement is terminated as a result of said condemnation proceedings, shall be paid over to the City. The Housing Authority may remove any and all of its fixtures and equipment installed by the Housing Authority before any such public taking. 2 . Insurance. During the term of this Agreement the Housing Authority shall also maintain in effect and industry standard, all-risk property policy based on replacement value for building and contents with deductible not to exceed $5, 000. During the term of this Agreement the Housing Authority shall also maintain in effect an industry standard commercial general liability policy with single limits of liability not less that $1, 000, 000. • • Both policies shall be provided at the Housing Authority's sole cost and shall name the City as an additional insured. A Certificate of Insurance evidencing coverage in force shall be provided to the City risk manager annually. 3 . Damage or Destruction of Project. In event the structures and facilities are destroyed by fire or other casualty, or is partially destroyed so as to render it unfit for occupancy, or in case it is so badly damaged that is cannot be repaired within a reasonable amount of time, then this Agreement shall at the option of the Housing Authority or the City cease and terminate; or, if neither City nor Housing Authority elects to terminate, the Project shall be restored and the insurance proceeds applied to such restoration to the extent available. If the City of Housing Authority elects to terminate this Agreement, the Housing Authority shall at once surrender the Project and all interest in the Project to the City and this Agreement shall be deemed to have terminated on the date of damage or destruction. In such case, all insurance proceeds will be paid directly to the City. If the Housing Authority elects to restore the structures and facilities, it saall promptly repair, restore and rebuild the same as nearly as possible to the condition they were in immediately prior to such destruction or with such changes or alterations as may be agreed upon by the parties. 4 . Assignment. Neither party shall assign any of its rights or delegate any of its duties under this Agreement without the express written approval of the other. 5. Obligation to Third Parties. Neither the City nor the Housing Authority shall be obligated or liable hereunder to any party other than each other, with respect to their undertakings under this Agreement. 6. Actions Contesting Agreements. Each party shall appear and defend any action or legal proceeding brought to determine or contest: A. The validity of this Agreement, or the Project; B. The legal authority of the City and/or the Housing Authority to undertake the activity contemplated by this Agreement. If both parties to this Agreement are not named as parties to the action, the party named shall give the other party prompt notice of the action and provide the other an opportunity to intervene. Each party shall bear any costs and expenses taxed by the court against it; any cost and expenses assessed by a court against both parties jointly shall be shared equally. 0 7. Counterparts. This Agreement shall be executed in two counterparts, one for each of the parties, each of which shall be deemed to be an original, and the same instrument. 8. Amendments. Amendments to this Agreement shall be in writing and executed by the parties hereto. 9. Condition Precedent. All obligations and duties of the parties hereto are conditioned upon the completion of the Project and the transfer of the same to the Authority for the purposes contemplated herein. IN WITNESS WHEREOF, the Authority and City have executed this Agreement as of the date first written above by and through their duly authorized representative. Housing Authority of the City of Kent County of King, Washington By: / 44 ), udy iifi Wiley Words Executive Director Mayor Pro-tem EXHIBIT C HOUSING COOPERATION AGREEMENT • HOUSING COOPERATION AGREEMENT THIS AGREEMENT is entered into this day of , 1991 by and between THE HOUSING AUTHORITY OF THE COUNTY OF KING, WASHINGTON, public corporation, hereinafter referred to as "Authority" and THE CITY OF KENT, a Washington municipal corporation, hereinafter referred to as "City" . I . RECITALS WHEREAS, there is a need for additional affordable housing for low-income Senior Citizens in the City of Kent; and WHEREAS, the City has received voter approval of the issuance and sale of $6. 7 million dollars in general obligation bonds to finance the design, construction and equipping of at least 92 units of low-income housing and related facilities for Senior Citizens to be located within the City; and WHEREAS, on November 6, 1990, the City Council approved the issuance of $6.7 million dollars in general obligation bonds for the construction of senior housing in the City of Kent and on November 21, 1990, the City issued and delivered those bonds; and WHEREAS, cities in the State of Washington under existing state law do not have the authority to own and operate low-income housing facilities; and 0 WHEREAS, the Authority is legally authorized to develop, own, and manage housing for low-income Senior Citizens; and WHEREAS, the Kent Senior Housing Advisory Committee has recommended that the Authority own and operate Kent Senior Citizen Housing subject to certain conditions specified herein; and WHEREAS, the Kent City Council recently approved the above stated advisory committee recommendation; and WHEREAS, under the Housing Cooperation Law, RCW 35. 83 , the City is expressly empowered to provide financial and other assistance in the development and operation of low-income housing projects which are owned and operated by a Housing Authority and to enter into agreements upon such terms as it may determine; and WHEREAS , the Authority has many years of experience developing housing for Senior Citizens and currently owns and manages 21 senior housing developments comprising approximately 1300 units ; and WHEREAS, it is in the best interests of the residents of the City of Kent that the King County Housing Authority own and operate such a facility for low-income Senior Housing Citizens in Kent; and WHEREAS, since the interests of Kent's low-income Senior Citizens are best served by a cooperative arrangement between the City and the Authority, a need for the Authority to function within the City is hereby declared; NOW, THEREFORE, the City and the Authority agree as follows: III . DEFINITIONS The following words and terms have the following meanings for purposes of this Agreement: 1. "City" means The City of Kent. 2 . "Housing Authority" means the Housing Authority of the County of King. 3 . "Project" means the work or undertaking by the City and Housing Authority, including the planning, design, purchase acquisition, development, construction, equipping or rehabilitation of property, dwelling units and related facilities to be occupied by Low Income Seniors pursuant to the ordinance and this Agreement. 4 . "Ordinance" means, collectively, Kent City Ordinance No. 2875 submitting the proposition whether to issue bonds to finance housing for Low-Income Senior Citizens to the electors of the City and Ordinance No. 2948 authorizing the issuance of Bonds to provide capital funds for the Project. 5. "Bond" or "Bonds" means any or all of the general obligation bonds of the City issued pursuant to the Ordinance. 6. "Senior" means over the age of 62 years. 7 . "Low Income Seniors" means individuals or members of a household living as a single residential unit meeting the following requirements. A. The head of a household or spouse is a Senior, and B. The individual, or the household collectively lacks the amount of income (which income shall not exceed eighty percent (80 %) of median income for King County or such other income level as shall be set by subsequent ordinance of the City) , necessary to enable them without financial assistance, to live in decent, safe and sanitary dwellings, without overcrowding, as determined by the Housing Authority pursuant to RCW 35. 82 . 020 (10) . The above income levels and limitations may be amended by the Housing Authority in accordance with RCW 35.82 . 020 (10) subject to approval by ordinance of the City to reflect changing economic or social conditions as long as the general purpose of the ordinance to provide additional housing for Low- Income Senior Persons is being accomplished. 8 . "Operating Expense" shall mean the amounts necessary, A. To meet the cost of, and to provide for, maintaining and operating the Project in such a manner as to provide decent, safe and sanitary dwelling for Low Income Seniors including maintenance; repair or reconstruction of the Project and including cost of resident services ; and a reasonable reserve fund for required improvements and replacements; and B. To meet the portions of the administrative expenses of the Housing Authority fairly attributable to operation and maintenance of the Project. 9 . "Revenues" shall mean all the rents, revenues, fees and income arising from or in connection with the ownership or administration of the Project, from whatever source derived (including specifically any federal subsidies, contributions, grants or financial assistance) , including interest on reserves. IIT RESPONSIBILITIES OF THE CITY 1. The City, in consultation with the Authority on an advisory basis, will be responsible for the siting, design, and construction, equipping, and furnishing of the Senior Citizen Housing Project as contemplated by the Ordinance. 2 . Upon completion of construction, the City will cause title to the Project to be conveyed to the Authority for the purpose of long-term ownership and operation in accordance with RCW 35. 82 and RCW 35. 83 , the Ordinance and this Agreement. The conveyance will include all rights, ways, privileges, interests and appurtenances pertaining to the real property along with fixtures, furnishings, equipment and other personal property related thereto. Such conveyance will be made pursuant to a mutually agreeable transfer agreement upon completion of construction of the Project at such time as the Authority is to operate the Project. 3 . The City will provide a ALTA owner's extended policy of title insurance at the time of conveyance in an amount equal to the total development cost of the Project. The City shall pay all closing costs incurred in transferring title to the Authority. Title of the Project will be free and clear of all encumbrances except those agreed to by the Authority or as otherwise specified herein. 4 . The City will indemnify, defend and*old the Authority harmless from any and, all claims and disputes arising from the siting, design and construction of the Project. 5. The City will assign, to the Authority, all warranties and guarantees in regard to the buildings, equipment, furnishings and other improvements connected with the Project. 6. Prior to transfer of the Project to the Authority, to the extent that correction of defects is not possible through the enforcement of warranties and guarantees, the City will be responsible to correct and/or pay all costs associated with the correction of all design defects, defects in material, workmanship and equipment. 7 . The City will provide to the Authority copies of all building plans and specifications, soil studies, environmental reports and studies, architectural renderings, landscaping plans, utility plans, "as built" plans, and any other plans, specifications and studies relating to the Project. 8 . The City will provide the Authority with originals of all certificates of occupancy, permits and licenses issued in connection with the construction and development of the Project. • • IV RESPONSIBILITIES OF THE AUTHORITY 1. The Authority will provide advice and technical assistance to the City on an as needed basis during the siting, design, and construction phases of the senior housing development project. 2. Upon transfer of the Project by the City to the Authority, the Authority will own and operate the housing units for the City for Senior Citizens Housing pursuant to Chapters RCW 35. 82 and RCW 35. 83 , the Ordinance and this Agreement. In managing the Project, the Authority may contract with qualified agents to act under its direction and control. 3 . The Housing Authority will, at all times, at its own cost and expense, use, administer and operate the Project for the purpose of providing affordable housing opportunities for Low-Income Seniors. 4 . Subject to approval of the City, the Authority will establish an admissions policy which gives priority for admission to. the Senior Housing Project to Kent residents, provided, however, it is mutually understood and agreed that this admissions policy must meet the test of compliance with local, state and federal laws. 5. Subject to approval by the City, the Authority will establish an admissions policy which gives priority for admission to Seniors with incomes less than 50 percent of the King County median income, provided, however, that it is mutually understood and agreed that this admissions policy must meet the test of compliance with local, state and federal laws. 6. The Authority will establish a management plan for operation of the Project for the units and related facilities in accordance with the provisions herein. The plan shall be submitted to the City for review and approval prior to adoption and as amended from time to time. 7. The Authority will establish rents for the units at rates sufficient, but not higher than sufficient, to produce Revenues which will be adequate to meet Operating Expenses, establish reasonable reserves for replacement, and establish a reasonable operating/contingency reserve. 8. The Authority will indemnify, defend and hold the City harmless from any and all claims and disputes arising from its operation of the Senior Citizen Housing Project. 9. The transfer agreement and/or deeds by which title to the Project is transferred to the Authority, shall contain a 0 ! clause providing that title to the Project shall transfer or revert to the City should a Kent Housing Authority be established or should this Agreement be terminated. If title transfers or reverts to the City as contemplated herein, the Authority agrees to take such steps necessary to effectuate transfer to the City. The Authority shall convey title and possession of the Project along with all real property, buildings, structures, improvements, appurtenances attached thereto, equipment records, accounts, contracts assets and all furnishings connected with the Senior Housing Project to the City free of debt and encumbrances unless otherwise agreed upon or provided for herein or pursuant to the transfer agreement noted above. 10. It is acknowledged by the parties hereto that the Authority, by law, is not subject to real estate taxes and that no payments in lieu of taxes as authorized by RCW 35. 83 . 040 shall be paid during the term of this Agreement, unless such payments in lieu of taxes are required by state or federal law. 11. The Authority agrees and will ensure that the Senior Housing Project will be kept in good physical condition, including good physical appearance of the building and grounds and that all equipment and facilities therein shall be maintained in good operating condition. 12. The Authority agrees that it shall keep title to the Project free and clear of all encumbrances and liens unless otherwise agreed by the City. 13. The Authority will maintain separate accounts or a system of account Revenues and Operating Expenses of the Senior Housing Project. Such records will be audited by the State and subject to review by the City upon request. 14 . The Authority agrees that in operating and administering the Senior Housing Project, it will comply with all applicable state, local and federal laws. V TERMINATION 1. This Agreement may be terminated by either party without cause upon 120 days written notice to the other. Upon termination, the Authority shall convey title and possession of the Project along with all real property, buildings, structures, improvements, appurtenances attached thereto, equipment records, accounts, contracts, assets and all furnishings connected with the Senior Housing Project to the City free of debt and encumbrances unless otherwise agreed upon or provided for herein or pursuant to the transfer agreement noted above. VI. MISCELLANEOUS PROVISIONS 1. Condemnation. If during the term of this Agreement, the whole or part of the Project or such portion as will make the Project unusable for the purpose contemplated herein, be condemned by public authority for public use, then, in either event, this Agreement shall terminate as of the date of the vesting of title in such public authority or when possession is given to such public authority, whichever event occurs last. Any and all awards granted as a result of said condemnation whether or not this Agreement is terminated as a result of said condemnation proceedings, shall be paid over to the City. The Housing Authority may remove any and all of its fixtures and equipment installed by the Housing Authority before any such public taking. 2 . Insurance. During the term of this Agreement the Housing Authority shall also maintain in effect and industry standard, all-risk property policy based on replacement value for building and contents with deductible not to exceed $5, 000. During the term of this Agreement the Housing Authority shall also maintain in effect an industry standard commercial general liability policy with single limits of liability not less that $1, 000, 000 . Both policies shall be provided at the Housing Authority's sole cost and shall name the City as an additional insured. A Certificate of Insurance evidencing coverage in force shall be provided to the City risk manager annually. 3 . Damage or Destruction of Project. In event the structures and facilities are destroyed by fire or other casualty, or is partially destroyed so as to render it unfit for occupancy, or in case it is so badly damaged that is cannot be repaired within a reasonable amount of time, then this Agreement shall at the option of the Housing Authority or the City cease and terminate; or, if neither City nor Housing Authority elects to terminate, the Project shall be restored and the insurance proceeds applied to such restoration to the extent available. If the City of Housing Authority elects to terminate this Agreement, the Housing Authority shall at once surrender the Project and all interest in the Project to the City and this Agreement shall be deemed to have terminated on the date of damage or destruction. In such case, all insurance proceeds will be paid directly to the City. If the Housing Authority elects to restore the structures and facilities, it sahll promptly repair, restore and rebuild the same as nearly as possible to the condition they were in immediately prior to such destruction or with such changes or alterations as may be agreed upon by 0 �► the parties. 4 . Assianment. Neither party shall assign any of its rights or delegate any of its duties under this Agreement without the express written approval of the other. 5. Obligation to Third Parties. Neither the City nor the Housing Authority shall be obligated or liable hereunder to any party other than each other, with respect to their undertakings under this Agreement. 6. Actions Contesting Agreements. Each party shall appear and defend any action or legal proceeding brought to determine or contest: A. The validity of this Agreement, or the Project; B. The legal authority of the City and/or the Housing Authority to undertake the activity contemplated by this Agreement. If both parties to this Agreement are not named as parties to the action, the party named shall give the other party prompt notice of the action and provide the other an opportunity to intervene. Each party shall bear any costs and expenses taxed by the court against it; any cost and expenses assessed by a court against both parties jointly shall be shared equally. 0 ! 7. Counterparts. This Agreement shall be executed in two counterparts, one for each of the parties, each of which shall be deemed to be an original , and the same instrument. 8 . Amendments. Amendments to this Agreement shall be in writing and executed by the parties hereto. 9 . Condition Precedent. All obligations and duties of the parties hereto are conditioned upon the completion of the Project and the transfer of the same to the Authority for the purposes contemplated herein. IN WITNESS WHEREOF, the Authority and City have executed this Agreement as of the date first written above by and through their duly authorized representative. Housing Authority of the City of Kent County of King, Washington By: / 44 )udy Jim Wiley Words Executive Director Mayor Pro-tem EXHIBIT D PROJECT DESCRIPTION The City of Kent will construct 18 new apartments to serve the frail elderly. These 18 new units are part of the City of Kent's complete senior housing program which involves building 94 new units through a turnkey construction process. Frail elderly are described as those who are over 62 years of age and unable to perform one or more daily activities such as meal preparation, dressing and bathing; or who are restricted by poor mobility; or who have multiple health problems. Ten frail seniors from unincorporated King County will be residents of this project. The project is located at 615 W. Harrison Street, Kent WA. The City has contracted with the Bellewood Corporation, a Washington State corporation, to develop the project. The City entered into a Housing Cooperation Agreement with the King County Housing Authority (KCHA) for KCHA to own and operate the senior housing program. Bellewood Corporation, the City and KCHA entered into a Contract of Sale in which the parties agreed that the project will be conveyed by the Bellewood Corporation to KCHA on an agreed upon closing date. The City has delegated the duties of operation and maintenance of the project to KCHA. Nevertheless the City will retain the responsibility of ensuring that these duties are carried out to the satisfaction of King County. The City will ensure the provision of services and a supportive environment for frail elderly persons through a combination of a socially sensitive management program, a package of social services, health care services, and a physical design, all specially suited for this population. A needs assessment will be conducted to establish a level of services appropriate for the well being of each individual . T f EXHIBIT E HOF PROJECT BUDGET BUDGET SUMMARY Budget Categories HOF Other Funds Acquisition of Real Property $250,000 $1,326,000 Construction/Rehabilitation $ $5 749.355 Construction Contingency $ $ 253.845 Development Costs $ E 56.000 Project Management $ $ 1001000 TOTALS $250,000 $7,485,200 Other Sources of Funds: Federal : Other King County: Other Public: Other Funds: Applicant (City of Kent Senior Housing $6,700,000 Bond) Interest Income* E 767,903 TOTAL OTHER SOURCES $7,467,903 * Estimate amount. Actual amount is $647,597 through 3/31/92 . The 1992 amount assumes $7,000, 000 at average ratio of 4.2% through 9/30/92 . t EXHIBIT F IMPLEMENTATION SCHEDULE Estimated Date Task of Completion Voters in Kent approve by a 3 to 1 margin a Senior Housing Bond for $6.7 million. February 1990 City Council approves a plan for implementing the senior housing program August 1990 Kent requests proposals from developers for senior housing on sites controlled by the developers. This RFP will include project specifications. November 1990 Kent holds mandatory bidders workshop for developers. November 1990 The City sells the $6.7 Senior Housing Bonds. January 1991 Developers submit proposals to the City. Citixens committee completes review and recommends project (s) to the Kent City Council . February 1991 The Kent City Council selects the senior project(s). March 1991 Developer prepares working drawing\s and submits building plans to the City. September 1991 City issues building permits December 1991 Construction begins January 1992 Construction 50% complete. May 1992 Building(s) complete and keys turned over to Housing Authority. First tenants move in. December 1992 RRCE® _ OCT 141993 City of Kent CITY ALIMINISTPATION RPSRHOUS Senior Housing Project 14-Oct-93 September 30, 1993 Project Additional Estimated Budget 9/30/93 1993 Actual REVENUE Proceeds from Bond Sale 6,700,000 6,700,000.00 6,700,000.00 Interest Income(1) 500,000 910,340.29 910,340.29 County Grant 250,000 250,000.00 250,000.00 State Loan(2) 265,200 Puget Power Grant(4) 34,590 23,500.00 23,500.00 Total 7,749,790 7,883,840.29 7,883,840.29 EXPENDITURES Bond Counsel/Clerk of the Works(3) 136,000 91,134.40 91, 134.40 Turnkey Contract 7,359,945 7,325,355.00 7,325,355.00 Contract adjustments 3,280.00 3,280.00 Escrow Fees/Charges 1,748.00 1,748.00 Less: Furniture (22,659.00) (22,659.00) Opening Costs 6,476.49 6,476.49 Furniture & Equipment 212,950.79 400 00 213,350.79 Handrails 6,866.00 6,866.00 Folding Door 5,712.96 5,712.96 Trellis 3,428.32 6,571 .68 10,000.00 Canopy over entrance 65,000.00 65,000.00 Electrical 3,297.14 (0.00) 3,297.14 Van 192.42 (0.00) 192.42 Medical exam room 1,934.02 1,934.02 Beauty salon 4,034.01 1,932.53 5,966.54 PA System 2,068.08 2,068.08 Handicapped door 7,432.25 7,432.25 Storage lockers 5,466.73 5,466.73 Relocate Walk-in Cooler 1, 186.09 1,186.09 Other Admin/Advertising Costs 152.79 152.79 Contingency 253,845 129,879.59 129,879.59 Reserve for Arbitrage Rebate 20,000.00 20,000.00 Total 7,749,790 7,660,056.49 223,783.80 7,883,840.29 REVENUE OVER EXPENDITURES 223,783.80 (223,783.80) (1) 1993 Amount is interest collected on investments thru 09/30/93. Interest earned after 09/30/93 would be approximately $565/mo based on $200,000 cash balance at 3.4%. No estimate made. (2) Current plan is not to accept State Loan due to the restrictions it imposes. (3) Amount paid to Larry Metler is $33,054 @ approximately $1,650 per month. (4) Approved - Comfort Plus Grant.