HomeMy WebLinkAboutWebsite link to Resolution to Declare Property as Surplus1 of 23
STATE OF WASHINGTON
County of Jefferson
IN THE MATTER OF A }
DETERMINATION TO DECLARE }
CERTAIN COUNTY PROPERTY AS } RESOLUTION NO. _________
SURPLUS FOR DISPOSAL FOR }
PUBLIC BENEFIT PURPOSE: }
PARCEL APN 948-323-702 }
WHEREAS, in 2002, Jefferson County entered into a purchase agreement for three
parcels that total approximately 2.91 acres at the Castle Hill shopping complex in Port
Townsend, WA, including two office buildings which are located on two of the three parcels;
and
WHEREAS, one of the parcels in the 2002 purchase includes parcel APN 948323702,
which is approximately 0.53 acres in size and is partially described as follows:
Lots 1, 2, 7 and 8, in Block 237, of the Supplemental Plat of the Eisenbeis Addition to the
City of Port Townsend, as per plat recorded in Volume 2 of Plats, page 24, records of
Jefferson County, Washington;
TOGETHER WITH the West half of vacated Grant Street adjoining, pursuant to Ordinance
#1764.
EXCEPT that portion, if any, lying Southerly of the North 100 feet of said Block 237.
Situate in the Count of Jefferson, State of Washington.
WHEREAS, parcel APN 948323702 has no buildings on it and is solely used for parking
and access to parking; and
WHEREAS, Olympic Community Action Programs (OlyCAP) is a local non-profit
community action agency that provides a variety of housing and human services to low income
residents of Jefferson County; and
WHEREAS, OlyCAP seeks to purchase parcel APN 948-323-702 for the purpose of
construction and operation of a two to four-story multi-use building with a variety of sizes of
residential apartment units and possibly an early learning center, in which the residential
apartment units must be offered for rent to low income households at 60% of area median
income or less, which project OlyCAP has named “7th & Hendricks Affordable Housing” and
which may contain up to 44 units of affordable housing; and
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WHEREAS, the proposed location of 7th & Hendricks Affordable Housing is well suited
for supportive services, being within easy walking distance to a grocery store, Jefferson
Healthcare hospital and clinics, Jefferson Public Health, and public transit lines; and
WHEREAS, on July 31, 2017, the Jefferson County Board of Commissioners adopted
Resolution No. 35-17, finding “that an emergency exists with respect to the availability of
housing that is affordable to low-income households and with respect to the availability of
housing that is affordable to very low-income households in Jefferson County;” and
WHEREAS, the Central Services Department has recommended that parcel APN 948-
323-702 is not required for the needs of or the discharge of the responsibilities of the County,
because the County has other options to meet the needs of or the discharge of the
responsibilities of the County, and recommends that the subject property is better used for the
public benefit as the 7th & Hendricks Affordable Housing as proposed by OlyCAP; and
WHEREAS, it is the desire of the County Commissioners of Jefferson County to dispose
of surplus property; and
WHEREAS, procedures for declaring surplus property and selling it for public benefit
purpose are contained in state statute (Chapter 36.34 RCW and RCW 39.33.015) and Jefferson
County Code (Chapter 3.57 JCC); and
WHEREAS, an intention to declare surplus was published with a Notice of Public Hearing
regarding the disposal of County property as required by RCW 36.34.020 has been met, and a
public hearing held on September 9, 2019, as required by RCW 36.34.040; and
NOW, THEREFORE, BE IT RESOLVED, by the Commissioners of Jefferson County:
1. Surplus Determination. The Board of County Commissioners hereby makes a finding and
determination as required by RCW 36.34.050 that the property located on Parcel Number
948-323-702, in Port Townsend, Washington is surplus and it is not required for the needs of
or the discharge of the responsibilities of the County, because the County has other options
to meet the needs of or the discharge of the responsibilities of the County. In making this
finding and determination, the Board has taken the following under consideration:
(a) Description of the subject parcel’s size, general location, and legal description;
(b) Description of the circumstances under which the subject parcel was obtained;
(c) Description of what funds were used to initially acquire the subject parcel;
(d) Which fund the proceeds from its sale, if any, should be credited;
(e) History of county use, if any, or uses for which it might be held;
(f) Value of the subject parcel and that further appraisal before sale is not required;
(g) That the subject parcel is marketable;
(h) The subject parcel is not uniquely usable by abutting owners, and its best use is
for public benefit purposes;
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(i) While other public agencies may have a use for the subject parcel, its best use is
for public benefit purposes;
(j) The subject parcel should be sold by negotiation;
(k) Special covenants or restrictions should be imposed in conjunction with sale of
the subject parcel;
2. Special Disposition for Public Benefit Purposes. The Board of County Commissioners finds
that a special disposition process is of public benefit which outweighs the public interest in a
reasonable return, and also finds that the 7th & Hendricks Affordable Housing qualifies as a
Public Benefit Purpose, as provided in RCW 39.33.015 on the following basis:
(a) On July 31, 2017, the Jefferson County Board of Commissioners adopted
Resolution No. 35-17, finding “that an emergency exists with respect to the
availability of housing that is affordable to low-income households and with
respect to the availability of housing that is affordable to very low-income
households in Jefferson County;”
(b) OlyCAP’s proposed 7th & Hendricks Affordable Housing would construct and
operate a two to four-story multi-use building with a variety of sizes of residential
apartment units and a child care center, in which the residential apartment units
must be offered for rent to low income households at 60% of area median income
or less, and which may contain up to 44 units of affordable housing, and this
project qualifies as a Public Benefit because it provides affordable housing for low-
income and very low-income households as defined in RCW 43.63A.510, and may
include a related early learning facility that support the goals of affordable housing
development in providing economic and social stability for low-income persons;
(c) The location of 7th & Hendricks Affordable Housing provides excellent access to
supportive services to its low-income residents, being within easy walking
distance to a grocery store, Jefferson Healthcare hospital and clinics, Jefferson
Public Health, and public transit lines.
3. Special Disposition Terms. The Board of County Commissioners hereby determines:
(a) The subject parcel should be transferred to OlyCAP through special disposition
process for a public benefit purpose as provided in RCW 39.33.015 through a
negotiated sale, which proposed terms and conditions are included as
ATTACHMENT 1 to this Resolution.
(b) Special covenants or restrictions should be imposed as a condition of the transfer,
as described in ATTACHMENT 1 to this Resolution; and,
(c) The minimum consideration acceptable in accordance with law is as described in
ATTACHMENT 1 to this Resolution.
4. JCC 3.57.050(4) Not Applicable. The provisions of JCC 3.57.050(4) Determination of
Value/Minimum Consideration Acceptable are not required for a Transfer for Public Benefit
Purpose.
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5. Negotiation of Purchase and Sale Agreement. The Board of County Commissioners hereby
resolve that the County Administrator or his designee may negotiate a Purchase and Sale
Agreement with OlyCAP based on the terms contained in ATTACHMENT 1 to this Resolution,
to be brought forward to the County Commissioners for Public Hearing and consideration.
APPROVED this __th day of September 2019.
JEFFERSON COUNTY
BOARD OF COMMISSIONERS
____________________________________
Kate Dean, Chair
SEAL:
____________________________________
David Sullivan, Member
ATTEST: __________________________ ____________________________________
Carolyn Gallaway, Greg Brotherton, Member
Deputy Clerk of the Board
REAL PROPERTY PURCHASE AND SALE AGREEMENT
This REAL PROPERTY PURCHASE AND SALE AGREEMENT (“Agreement”) is entered
into and effective as of the date of the final signature below, which shall be deemed the date of “mutual acceptance”, between Jefferson County, a Washington municipal corporation (the “County”) and Olympic Community Action Programs, a Washington non-profit corporation (“OlyCAP”).
OlyCAP agrees to buy the property identified in Section 1 below (the “Property”) and the County agrees to sell the Property on the following terms and conditions:
1.PROPERTY.
Common Address
Tax Parcel Number
Legal Description
Included Items
(no contribution to value)
None.
948-323-702
Lots 1, 2, 7 and 8, in Block 237, of the Supplemental Plat of the
Eisenbeis Addition to the City of Port Townsend, as per plat recorded in Volume 2 of Plats, page 24, records of Jefferson County, Washington; TOGETHER WITH the West half of vacated Grant Street adjoining,
pursuant to Ordinance #1764.
EXCEPT that portion, if any, lying Southerly of the North 100 feet of said Block 237. Situate in the Count of Jefferson, State of Washington.
None.
2.BUYER. The Buyer shall be OlyCAP or its permitted successor or assign.
3.SELLER. The Seller shall be the County.
4.PURCHASE PRICE. The total purchase price for the Property shall be THIRTY-SIXTHOUSAND TWO HUNDRED DOLLARS ($36,200.00), U.S. funds (the “PurchasePrice”).
5.CLOSING DATE; CLOSING AGENT. Closing shall occur on or before September 1,2020 (the “Closing Date”). “Closing” or “Close” shall mean the date on which all documentsrequired by this Agreement are recorded, and the sales proceeds are available fordisbursement. Closing shall occur at First American Title Company, 2424 S. Park Ave., Port
Townsend, WA 98368, (360) 385-1322 (“First American Title”), which shall act as “Closing
Agent”, unless the parties agree in writing otherwise. OlyCAP and the County shall depositwith the Closing Agent all instruments, monies, and other documents reasonably required tocomplete the closing of the transaction in accordance with the terms of the PSA.
Purchase and Sale Agreement Jefferson County to OlyCAP Page 2 of 15 6. POSSESSION AND OCCUPANCY. OlyCAP shall be entitled to possession and occupancy of the Property on the Closing Date.
7. ESCROW/CLOSING COSTS. OlyCAP shall pay all closing costs.
8. CONVEYANCE OF TITLE. At Closing, the County shall convey to OlyCAP fee simple title to the Property by duly executed and acknowledged statutory warranty deed, free and
clear of all defects and encumbrances, except any defects or encumbrances explicitly approved by OlyCAP.
9. THE PROJECT; 50-YEAR COMMITMENT TO AFFORDABLE HOUSING.
a. Project Defined. “Project” means construction and operation a two to four-story multi-
use building with a variety of sizes of residential apartment units, in which the residential
apartment units must be offered for rent to low income households at 60% of area median
income or less. Although OlyCAP currently intends to include an early learning center in
the building, that use is not a required element of the Project and the County’s agreement
to this sale is not contingent upon the Property being used for that particular purpose.
b. Minimum Length of the Project. “Minimum Length” of the Project shall be 50 years.
c. Limitation on Use of the Property. OlyCAP shall not use the Property for any other
purposes, except for the Project.
d. County’s Interest in Affordable Housing. The County’s willingness to convey the
Property to OlyCAP under these terms is based solely on OlyCAP’s intent to develop the
Project and OlyCAP’s demonstration of the financial viability of the Project.
10. CONTINGENCIES; DUE DILIGENCE; EXTENSION OF CLOSING DATE. Closing
is contingent upon the following events and approvals. OlyCAP agrees to proceed in good
faith and with all deliberate speed to perform required due diligence to meet the
contingencies. If any of the contingencies are not met, upon notice from OlyCAP to the
County the Purchase and Sale Agreement (PSA) shall terminate, and the Parties shall be
released from any further obligations under this Agreement. The Closing Date shall be
extended as mutually agreeable to accommodate OlyCAP’s ability to satisfy these
contingencies.
a. McCarron Contingency. The Parties acknowledge that in order for the County to
convey the Property to OlyCAP via Statutory Warranty Deed, James and Noreen
McCarron (the McCarrons) must agree to convey a Partial Fulfillment Deed under the
existing Real Estate Contract between the County and the McCarrons dated March 15,
2002 (recorded at Auditor’s File Number 462554). Closing shall be contingent upon the
McCarrons’ willingness to do so. OlyCAP shall have sole responsibility for obtaining
such approval from the McCarrons.
Purchase and Sale Agreement Jefferson County to OlyCAP Page 3 of 15 b. Authorized Sale Contingency. The County must be authorized by law to sell the
Property to OlyCAP for the Project at the Purchase Price. The County and OlyCAP shall
cooperate to fulfill all legal requirements for a sale of the Property to OlyCAP for the
Project at the Purchase Price, including but not limited to compliance with RCW
39.33.015 and any other applicable provision of law.
c. Financing Contingency. Closing shall be contingent upon OlyCAP securing grants and
loans in the amount sufficient for the development of the Project. OlyCAP shall have
sole discretion in determining whether it has obtained sufficient funding.
d. Intended Use Contingency.
i. Closing shall be contingent upon OlyCAP providing to the County financing
agreements that bind OlyCAP and its lenders for the Project and the requirement
to provide residential apartment units for rent to low income households at 60%
of area median income or less for the Minimum Length. OlyCAP shall grant the
County a covenant restricting the use of the Property to such affordable housing
for not less than the Minimum Length (the “Deed Restriction Covenant
Agreement”).
ii. The financing agreements shall require a housing covenant agreement that secure
this requirement that must be recorded and run with the land.
iii. The financing agreements shall comply with all applicable statutes, regulations
for financing that apply to agreements with the Washington State Housing
Finance Commission.
iv. If the financing agreements involve tax credits, the financing agreements shall
contain a covenant that OlyCAP and its successors and their lenders shall comply
with Section 42 of the Internal Revenue Code of 1986, as amended, together with
corresponding and applicable temporary, proposed, and final Treasury
Regulations, and Revenue Rulings and pronouncements issued or amended
regarding it by the U.S. Department of the Treasury or Internal Revenue Service
or as interpreted by any court of competent jurisdiction, to the extent applicable to
the Project
v. Area median income means median income in Jefferson County, Washington,
adjusted for family size, as estimated from time to time by the United States
Department of Housing and Urban Development (HUD). If HUD ceases to
provide such estimates of median income, then median income shall mean such
comparable figure for Jefferson County. Washington published or reported by a
federal, state, or local agency as the County shall select.
Purchase and Sale Agreement Jefferson County to OlyCAP Page 4 of 15 vi. The County shall be a third-party beneficiary of the housing covenant agreements.
e. Economic Viability Contingency.
i. No later than 60 days before Closing, OlyCAP shall provide to the County an
Economic Viability Analysis that demonstrates to the County’s satisfaction that the
Project is financially viable for the Minimum Period. At Closing, the County shall
provide the Closing Agent a written statement that it accepts the Economic
Viability Analysis provided by OlyCAP.
ii. An “Economic Viability Analysis” is an analysis of the Project, prepared by a
qualified professional economist or financial analyst experienced with affordable
housing, which addresses the economic viability of the Project using generally
accepted accounting principles (GAAP) and includes:
1. The Development Costs of the Project, including:
a. All direct costs, including any Lease costs, site preparation and demolition;
residential construction costs; and, parking costs;
b. All indirect costs, including any city permits and fees; architecture,
engineering, and other types of consulting services; taxes, insurance, legal,
and accounting services; affordable housing requirement incentives;
miscellaneous/other services; and, sales and marketing; and,
c. Financing costs and whether the necessary financial resources are available
for OlyCAP to undertake the Project;
2. Appropriate assurance by lending institutions or other financial entities that
OlyCAP has or can reasonably obtain adequate financial support for the Project;
3. An analysis of tax benefits to any investors, including any federal Low-income
Housing Tax Credits (LIHTC), tax losses, and Historic Tax and Historic Tax
Credit and any state tax credits; and,
iii. A projected cash flow statement analysis for the Project, including
estimates of the annual net operating income (NOI) of the apartment
prototype, which is the difference between total project income (annual
rents) and project expenses, including operating costs, rent restrictions,
and vacancies.
Purchase and Sale Agreement Jefferson County to OlyCAP Page 5 of 15 f. Inspection Contingency. Closing shall be contingent upon OlyCAP’s subjective
satisfaction the Property is appropriate for the Project. OlyCAP will bear all costs to
evaluate the Property, including but not limited to all studies and investigations, designs,
and consultations with relevant permitting jurisdictions. Buyer and its employees and
agents shall have the right from the date of this Agreement through Closing Date (or
earlier termination of this Agreement) to enter upon the Property or any part thereof at
reasonable times and from time to time upon providing two business days advance notice
to the County and receiving the County’s approval, which shall not be unreasonably,
withheld, conditioned or delayed, for the purpose, at Buyer's cost and expense, of making
all soil and other tests or studies under the provisions of this Agreement. If the County
does not respond to the Buyer within the two-business-day period stated above, the
County shall be deemed to have approved Buyer’s entry upon the Property; provided,
however, Buyer shall indemnify and hold harmless Seller from and against any
mechanic's or other liens or claims that may be filed or asserted against the Property or
Seller by any actions taken by Buyer in connection with the Property.
g. Neighboring Property Owner Approval Contingency. The parties are aware of an
agreement dated December 21, 1983, recorded against the Property at Auditor’s File
Number 287289, between predecessors of the County, predecessors of the McCarrons,
predecessors of Castle Hill Associates, LLC (CHA), and predecessors of Quality Food
Centers, Inc. (QFC) that runs with the land which creates an easement and right of way in
which the County, the McCarrons, CHA and QFC must give permission for changes to
parking access and ingress and egress. Closing shall be contingent upon OlyCAP
receiving written permission from the neighboring property owners waiving/terminating
the easement/restrictions as applied to the Property. However, this contingency shall not
apply if OlyCAP demonstrates to the County’s satisfaction that the Project can be
constructed without violating the easement/restrictions.
h. Title Search Contingency. At Closing, OlyCAP shall be satisfied with the condition of
title for the Property. OlyCAP shall provide the County with a copy of the title
commitment prepared by a title company.
i. Commissioner Approval Contingency. This Agreement is contingent upon written
approval by the Jefferson County Board of Commissioners.
j. Jefferson Healthcare Interlocal Agreement Contingency. The parties acknowledge
that the Property is currently subject to an Interlocal Agreement between the County and
Jefferson County Public Hospital District No. 2 (“Jefferson Healthcare”) under which
Jefferson Healthcare is granted a 5-year license to use the Property for employee parking.
The Interlocal Agreement provides for early termination upon 30-days’ notice and upon
Purchase and Sale Agreement Jefferson County to OlyCAP Page 6 of 15 reimbursement by the County for contributions made by Jefferson Healthcare towards the
paving of the Property (pro-rated based on length of time between paving and termination
vs. initial 5-year license term). This Purchase and Sale Agreement is contingent upon the
County exercising its right to terminate the license with Jefferson Healthcare and the
County making any early termination payment to Jefferson Healthcare.
11. ESCROW AND CLOSING.
a. This Agreement constitutes not only the agreement of purchase and sale between
OlyCAP and the County, but also instructions to the Closing Agent for the consummation
of the purchase and sale through the escrow. The Closing Agent shall not prepare any
further escrow instructions restating or amending this Agreement unless specifically so
instructed by the parties. Subject to the reasonable approval of the parties, the Closing
Agent may include its standard general escrow provisions.
b. As soon as practical after the receipt of this Agreement, the Closing Agent shall ascertain
the effective date of the agreement and advise the parties in writing, on the date
ascertained.
c. The Closing Agent is authorized and instructed to conduct the escrow in accordance with
this Agreement, applicable law and custom and practice of the community in which the
Closing Agent is located, including any reporting requirements of the Internal Revenue
Code.
d. Subject to satisfaction of the contingencies described in this Agreement, the Closing
Agent shall close the escrow by recording a statutory warranty deed, the Deed Restriction
Covenant Agreement, and the other documents required to be recorded, and by disbursing
any funds and documents in accordance with this Agreement.
e. OlyCAP shall pay all of the Closing Agent’s charges and OlyCAP shall pay the usual
recording fees and any required documentary transfer taxes. OlyCAP shall pay the
premium for a standard coverage owner’s or joint protection policy of title insurance.
f. The Closing Agent shall verify that all of the contingencies described in this Agreement
have been satisfied or waived prior to Closing.
g. If this transaction is terminated for non-satisfaction and non-waiver of a contingency,
then neither of the parties shall thereafter have any liability to the other under this
Agreement, except to the extent of a breach of any affirmative covenant or warranty in
this Agreement. In the event of such termination, the Closing Agent promptly shall
refund all funds deposited by OlyCAP with the Closing Agent, less only the Closing
Purchase and Sale Agreement Jefferson County to OlyCAP Page 7 of 15 Agent cancellation fees and costs, all of which shall be OlyCAP’s obligation. If this
transaction is terminated as a result of the County’s breach of this Agreement then
OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing
Agent and the cancellation fees and costs.
h. The Closing shall occur on the Closing date or as soon thereafter as the escrow is in
condition for Closing; provided, however, that if the Closing does not occur by the
Closing date and said date is not extended by mutual instructions of the parties, a party
not then in default under this Agreement may notify the other party and the Closing
Agent, in writing, that unless the Closing occurs within 5 business days following said
notice, the escrow shall be deemed terminated without further notice or instructions.
i. Except as otherwise provided herein, the termination of escrow shall not relieve or
release either OlyCAP from its obligation to pay the Closing Agent’s fees and costs or
constitute a waiver, release or discharge of any breach or default that has occurred in the
performance of the obligations, agreements, covenants or warranties.
12. POSSESSION. Possession of the Property shall be given to OlyCAP at Closing.
13. SALE IS “AS IS.” OlyCAP acknowledges and agrees that the Property is sold and
conveyed to, and accepted by, OlyCAP in an “as is” condition with all faults. OlyCAP
acknowledges that the reduced purchase price of the Property is due, in part, to OlyCAP’s
willingness to take title to the Property in an “as is” condition.
14. OLYCAP’S INVESTIGATION.
a. OlyCAP has investigated and has knowledge of operative or proposed governmental laws
and regulations (including, but not limited to, zoning, environmental, and land use laws
and regulations) to which the Property is or may be subject and accepts the Property
solely upon the basis of its review and determination of the applicability and effect of
such laws and regulations.
b. OlyCAP hereby acknowledges that, except as otherwise stated in this Agreement,
OlyCAP is purchasing the Property in its existing condition and will, by the time called
for herein, make or have waived all inspections of the Property OlyCAP believes are
necessary to protect its own interest in, and its contemplated use of, the Property.
c. The parties acknowledge that, except as otherwise stated in this Agreement, no
representations, inducements, promises, agreements, assurances, oral or written,
concerning the Property, or any aspect of the occupational safety and health laws,
Environmental Law, or any other act, ordinance or law, have been made by either party,
Purchase and Sale Agreement Jefferson County to OlyCAP Page 8 of 15 or relied upon by either party. “Environmental Law” means any law or regulation relating
to health, pollution, or protection of the environment.
d. OlyCAP acknowledges that it is entering into this Agreement based on OlyCAP’s own
investigation of the physical and environmental conditions of the Property, including
subsurface conditions.
e. OlyCAP assumes the risk that adverse physical and environmental conditions may not
have been revealed by OlyCAP’s own investigation.
15. NO REPRESENTATION BY THE COUNTY RELATING TO THE CONDITION,
VALUE, FITNESS, OR ZONING OF THE PROPERTY. OlyCAP acknowledges that
the County, its agents and employees, and other persons acting on behalf of the County, have
made no representation or warranty of any kind in connection with any matter relating to the
condition, value, fitness, or zoning of the Property upon which OlyCAP has relied directly or
indirectly for any purpose.
16. REPRESENTATIONS BY THE COUNTY RELATING TO THE PRIOR USE OF
THE PROPERTY. The County makes no representation about the use of the Property prior
to the County’s ownership, including whether and Hazardous Substances were ever
generated or released at the Property. “Hazardous Substances” means pollutants,
contaminants, toxic or hazardous wastes, or any other substances, the removal of which is
required or the use of which is restricted, prohibited, or penalized by any Environmental
Law. The County’s representations about the use of the Property during the County’s
ownership are contained in the disclosure previously provided to OlyCAP, which disclosure
is attached as Exhibit 1 and made a part of this Agreement.
17. OLYCAP’S WAIVER OF CLAIMS. OlyCAP waives, releases, remises, acquits, and
forever discharges the County, the County’s predecessors in title, successors, employees,
agents, or any other person acting on behalf of the County, of and from any claims, actions,
causes of action, demands, rights, damages, costs, expenses or compensation whatsoever,
direct or indirect, known or unknown, foreseen or unforeseen, which OlyCAP now has or
which may arise in the future on the account of or in any way growing out of or connected
with the physical or environmental condition of the Property at the time of the execution of
this Agreement and to the extent the same are not known to the County.
18. FURTHER DOCUMENTS AND ASSURANCES. The parties shall each, diligently and in
good faith, undertake all actions and procedures reasonably required to place the escrow in
condition for Closing as and when required by this Agreement. The parties agree to provide
all further information, and to execute and deliver all further documents, reasonably required
by the Closing Agent.
Purchase and Sale Agreement Jefferson County to OlyCAP Page 9 of 15 19. OLYCAP’S INDEMNITY.
a. OlyCAP agrees to defend, hold harmless and indemnify the County and its officers,
officials, employees, agents and volunteers against all loss and damage and any and all
claims and actions arising out of ownership of or operations at the Property after the
Closing, including, without limitation, costs, demands, expenses, fines, judgments,
lawsuits, liabilities, settlements, and other amounts actually and reasonably incurred in
connection with any liability, suit, action, loss, or damage.
b. Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
OlyCAP and the County, its officers, officials, employees, agents and volunteers,
OlyCAP’s liability, including the duty and cost to defend, hereunder shall be only to the
extent of OlyCAP’s negligence.
c. The indemnification provided in this Agreement constitutes OlyCAP’s waiver of
immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. The parties have mutually negotiated this waiver.
d. The provisions of indemnity in this section shall survive the Closing.
20. DAMAGE TO COUNTY PROPERTY DURING CONSTRUCTION OF THE
PROJECT. OlyCAP shall be responsible for the repair of any and all damage caused during
the construction of the Project to other property owned by the County. For the avoidance of
doubt, property owned by the County includes parking lots and their asphalt coatings.
21. HAZARDOUS SUBSTANCES. If at any time after the Closing, the Property is found to be
contaminated by any Hazardous Substance, OlyCAP shall defend, indemnify, and hold
harmless the County and its officers, officials, employees, agents and volunteers for any
investigation or the remediation of such contamination to the satisfaction of a lead regulatory
agency and shall defend, indemnify, and hold harmless the County for any and all claims and
actions made related to the presence of any Hazardous Substance at the Property. The
provisions of indemnity in this section shall survive the Closing.
22. RELEASE OF COUNTY FROM RESTRICTIONS IN THE DECEMBER 21, 1983
AGREEMENT; COUNTY GRANT OF INGRESS/EGRESS EASEMENT. After it
obtains title to the Property, OlyCAP shall release the County from OlyCAP’s rights to
enforce against the County the December 21, 1983 agreement described in the Neighboring
Property Owner Contingency, above. At Closing, OlyCAP shall provide the County with a
written waiver of any restrictions in the December 21, 1983 agreement that apply to other
Purchase and Sale Agreement Jefferson County to OlyCAP Page 10 of 15 property owned by the County that runs with the land. OlyCAP agrees that this waiver may
be recorded by the County at no expense to OlyCAP. OlyCAP agrees there is no adequate
remedy at law for breach of this section and that this section may be enforced by specific
performance. In consideration of OlyCAP’s waiver of the 1983 Agreement, the County shall,
at Closing, grant OlyCAP an ingress/egress easement across County parcels 948-323-801 and
948-323-701 for the purpose of providing access from 7th Street and Sheridan Street to the
eastern portion of the Property, which portion will be dedicated for shared parking between
the OlyCAP and County properties.
23. SALE OF THE PROPERTY PRIOR TO THE END OF THE MINIMUM LENGTH
FOR THE PROJECT.
a. If prior to the Minimum Length, the Property is condemned or destroyed such that it
cannot be rebuilt or repaired for its intended purpose, sold except in connection with a
transfer of the Project to OlyCAP or an affiliate of OlyCAP in conjunction with the end
of the initial 15 year tax credit compliance period, becomes subject to eminent domain
such that it cannot be used for its intended purpose, or its use changes to something other
than the Project, OlyCAP shall pay the County:
i. The 2019 FMV;
ii. Less the Purchase Price;
iii. Plus the County’s portion of the County’s Shared Appreciation.
b. The County’s Shared Appreciation (CSA) shall be determined by the following formula:
CSA = (NP-TDC) x 2019 FMV/TDC, where:
i. 2019 FMV means the fair market value of the Property at the time of the
execution of this Agreement. The parties acknowledge and agree that the 2019
FMV is THREE HUNDRED SIXTY-TWO THOUSAND TWO HUNDRED
EIGHTY DOLLARS ($362,280) based on the assessed value of the Property as
determined by the Jefferson County Assessor as of the date of this Agreement.
ii. NP means: (A) The sales price or fair market value, as determined by an
appraisal satisfactory to the County; (B) Plus, any insurance proceeds,
condemnation proceeds or eminent domain proceeds due or payable to OlyCAP
or its successor; (C) Less, any outstanding balance, including unpaid interest, on
loans secured by liens recorded against the Property; and, (D) Less any reasonable
and necessary costs of sale (if the Property is sold), including appraisal, real estate
Purchase and Sale Agreement Jefferson County to OlyCAP Page 11 of 15 commissions, real property excise tax, escrow fees, recording fees, title and
insurance premiums.
iii. TDC means the total development costs of the Project, including acquisition
costs, including: (A) The purchase price of the Property; (B) The costs of surveys
and inspections; (C) Appraisal, title insurance, escrow fees, recording fees any
reasonable and necessary attorney’s fees; and, the cost of construction, including:
(D) hard and soft construction costs; (E) Hazardous Substance remediation
required by a governmental agency; (F) Architectural and engineering fees; and,
(G) Construction management fees and project management/development fees.
c. OlyCAP’s payment to the County shall be due and payable to the County 30 days after the County’s demand for payment made to OlyCAP or its successors. d. The County agrees to allow its right to payment under this Section to be subordinated to
the liens and interests of Project lenders, as needed to facilitate financing of the Project. The County shall execute any subordination agreements as requested by OlyCAP or the Project financing parties to document such subordination.
24. ASSIGNMENT. Provided the assignment requires compliance with all the terms and
conditions of this Agreement, this Agreement shall be assignable by OlyCAP to another
entity (including, but not limited to, an LLC or LLLP) which is controlled by OlyCAP,
without additional approval by the County.
25. EXCLUSIVITY. The County shall not initiate or carry on negotiations for the sale or lease
of the Property with any other party prior to Closing.
26. USE OF PROPERTY DURING DUE DILIGENCE PERIOD. OlyCAP understands that
the County is currently providing parking the Property to Jefferson Healthcare under and
interlocal agreement. To the extent OlyCAP requires occasional and limited use of the
Property to fulfill its due diligence needs, the County agrees to cooperate with obtaining
authorization from Jefferson Healthcare to make the Property available for such needs.
Purchase and Sale Agreement Jefferson County to OlyCAP Page 12 of 15 27. GENERAL PROVISIONS.
a. Notice. Unless otherwise specified in this Agreement, any notice required or given under the terms of this Agreement must be written. Receipt of any notice shall be defined as the earlier of three (3) business days following the postmark date; or the date the party actually receives the notice.
b. Controlling Law. This Agreement hall be governed by and construed in accordance
with the laws of the United States, the State of Washington, and the County of Jefferson,
as if applied to transactions entered into and to be performed wholly within Jefferson
County, Washington between Jefferson County residents. No party shall argue or assert
Notice to OlyCAP shall be sent to:
Name: Dale Wilson
Executive Director
Address: 823 Commerce Loop
Port Townend, WA 98368
Tel: (360) 385-2571
Email: dwilson@olycap.org
With a copy to:
Colette Kostelec
Kostelec Law Office
PO Box 866
Port Townsend, WA 98368
360-379-6453
colette@kostelec-law.com
Notice to the County shall be sent to:
Name: Mark McCauley
Director, Central Services
Address: P.O. Box 1220
Tel: (360) 385-9135
Email: mmcauley@co.jefferson.wa.us
With a copy to:
Name: Philip Morley
County Administrator
Address: P.O. Box 1220
Tel: (360) 385-9383
Email: pmorley@co.jefferson.wa.us
And to:
Name: Philip C. Hunsucker
Chief Civil Deputy Prosecuting
Attorney
Address: P.O. Box 1220
Tel: (360) 385-9219
Email: pmorley@co.jefferson.wa.us
Purchase and Sale Agreement Jefferson County to OlyCAP Page 13 of 15 that any state law other than Washington law applies to the governance or construction of
this Agreement.
c. Jurisdiction and Venue. Should either party bring any legal action under this
Agreement, each party in such action shall bear the cost of its own attorney’s fees and
court costs. The venue for any legal action shall be solely in the appropriate state court in
Jefferson County, Washington, subject to the venue provisions for actions against
counties in RCW 36.01.050.
d. Integration Clause. This Purchase and Sale Agreement memorializes the entire
agreement of the parties and contains all its parts, that no party made any representation
or promise that is not contained in this Agreement and this Agreement is not based on
any inducement, promise or representation, expressed or implied, which is not contained
in this Agreement, and this Agreement supersedes all prior or simultaneous
representations, discussions, negotiations, and agreements, whether written or oral, within
the scope of this Agreement.
e. Time is of the Essence. Time is of the essence as to all terms and conditions of this
Agreement.
f. Voluntary Sale. OlyCAP may utilize federal funds with respect to the acquisition,
rehabilitation and/or development of the Property. Because federal funds may be so used,
OlyCAP discloses to the County as follows:
i. This sale is voluntary. If the County does not wish to sell, OlyCAP does not have the
power to acquire the property by condemnation or eminent domain.
ii. OlyCAP estimates the fair market value of the Property to be greater than the
purchase price.
(SIGNATURES ARE ON THE FOLLOWING PAGE)
Purchase and Sale Agreement Jefferson County to OlyCAP Page 14 of 15 IN WITNESS WHEREOF, the parties have entered into this Purchase and Sale Agreement effective as of the date of the final signature below. JEFFERSON COUNTY WASHINGTON
Board of County Commissioners Jefferson County, Washington
By: __________________________________ Kate Dean, Chair Date
By: __________________________________ David Sullivan, Commissioner Date By: __________________________________
Greg Brotherton, Commissioner Date SEAL:
ATTEST:
_______________________________________ Carolyn Galloway Date Deputy Clerk of the Board
Approved as to form only: ________________________________________ Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
OLYMPIC COMMUNITY ACTION PROGRAMS, a Washington non-profit corporation
By: _________________________________ Dale Wilson Date Executive Director
Purchase and Sale Agreement Jefferson County to OlyCAP Page 15 of 15 EXHIBIT 1 Phase I Environmental Site Assessment User Questionnaire
Stratum Group 1 of 2
PHASE I ENVIRONMENTAL SITE ASSESSMENT
USER QUESTIONNAIRE
Property:
(1.) Are you aware of any environmental cleanup liens against the property that are filed or
recorded under federal, tribal, state or local law?
(2.) Are you aware of any activity and use limitations on the property, such as engineering
controls, land use restrictions or institutional controls that are in place at the site and/or have
been filed or recorded in a registry under federal, tribal, state or local law?
(3.) Did the purchase price paid (or proposed payment) for this property reasonably reflect the
fair market value of the property? If the fair market value was not paid, could the lower purchase
price be based on the presence or suspected presence of contamination at the property?
(4.) Are you aware of commonly known or reasonably ascertainable information about the
property that would help the environmental professional to identify conditions indicative of
releases or threatened releases? For example, as user,
(a.) Do you know the past uses of the property? Describe former buildings, occupants, and
owners, if known.
(b.) Do you know of specific chemicals that are present or once were present at the property?
Describe.
Environmental Questionnaire :
Stratum Group 2 of 2
(c.) Do you know of spills or other chemical releases that have taken place at the property?
Describe.
(d.) Do you know of any environmental cleanups that have taken place at the property? If so,
please provide details.
(e.) Are there currently or have there previously been any underground or above ground tanks
located on the site? If so, please describe.
(5.) As the user of this ESA, based on your specialized knowledge and experience related to the
property are there any obvious indicators that point to the presence or likely presence of
contamination at the property?
Questionnaire completed by:
(Printed name and signature)
Relationship to property:
Date:
DEED RESTRICTION COVENANT AGREEMENT – PAGE 1
When Recorded Return to:
Jefferson County Attention: Mark McCauley P.O. Box 1220
Port Townsend, WA 98368
DEED RESTRICTION COVENANT AGREEMENT
Grantor:
Grantee:
Tax Parcel Number:
Legal Description
Olympic Community Action Programs, a Washington non-profit corporation
Jefferson County, a Washington municipal corporation
948-323-702
Lots 1, 2, 7 and 8, in Block 237, of the Supplemental Plat of the Eisenbeis Addition to the City of Port Townsend, as per plat recorded in Volume 2 of Plats, page 24, records of Jefferson County, Washington; TOGETHER WITH the West half of vacated Grant Street adjoining, pursuant to Ordinance #1764. EXCEPT that portion, if any, lying Southerly of the North 100 feet of said
Block 237. Situate in the Count of Jefferson, State of Washington.
Ref. Nos. of Related Documents: N/A
DEED RESTRICTION COVENANT AGREEMENT – PAGE 2
DEED RESTRICTION COVENANT AGREEMENT
This DEED RESTRICTION COVENANT AGREEMENT (“Covenants”) is made as of
this ______ day of __________________, 2019, by Olympic Community Action Programs, a Washington non-profit corporation (“Grantor”). RECITALS
A. These Covenants concerns the property with the following legal description (“the Property”): Lots 1, 2, 7 and 8, in Block 237, of the Supplemental Plat of the Eisenbeis
Addition to the City of Port Townsend, as per plat recorded in Volume 2 of Plats,
page 24, records of Jefferson County, Washington; TOGETHER WITH the West half of vacated Grant Street adjoining, pursuant to Ordinance #1764. EXCEPT that portion, if any, lying Southerly of the North 100 feet of said Block
237.
Situate in the Count of Jefferson, State of Washington. B. Grantor obtained title to the Property from Jefferson County, a Washington municipal corporation (“Grantee”), pursuant to a purchase and sale agreement (“PSA”), which
requires that Grantor shall not use the Property for any purpose other than for
construction and operation a two to four-story multi-use building with a variety of sizes of residential apartment units, in which the residential apartment units must be offered for rent to low income households at 60% of area median income or less (“the Project”) for a minimum length of 50 years (“Minimum Length”). An early learning center may be
included in the building but is not a required element of the Project.
C. The purpose of these Covenants is to comply with the Project and Minimum Length Requirements of the PSA.
DECLARATION
1. For the Minimum Length, the Property shall not be used for any purpose other than the Project, namely for construction and operation a two to four-story multi-use building with a variety of sizes of residential apartment units, in which the residential apartment units
must be offered for rent to low income households at 60% of area median income or less.
An early learning center may be included in the building but is not a required element of the Project. 2. The term of these Covenants shall expire at the end of the Minimum Length, after which
these Covenants shall have no further force or effect.
3. These Covenants shall run with the Property and the Project during the Minimum Length and shall be binding on Grantor and its respective successors and assigns.
DEED RESTRICTION COVENANT AGREEMENT – PAGE 3
4. Within 30 days of any sale or refinancing of the Project, Grantee shall be given notice of
such sale or refinancing.
5. All the rights and obligations in these Covenants shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns during the Minimum Length.
6. Grantee may enforce the terms of this Declaration in an action for specific performance. (SIGNATURES APPEAR ON THE NEXT PAGE)
DEED RESTRICTION COVENANT AGREEMENT – PAGE 4
EXECUTED on the ________ day of _________________, 2019.
DECLARANT: OLYMPIC COMMUNITY ACTION PROGRAMS, a Washington non-profit corporation
By: _________________________________
Name: Dale Wilson Its: Executive Director STATE OF WASHINGTON
COUNTY OF JEFFERSON On this day personally appeared before me Dale Wilson, known to me to be the Executive Director of Olympic Community Action Programs, a Washington non-profit
corporation, that executed the foregoing instrument, and acknowledged such instrument to the
free and voluntary act and deed of Olympic Community Action Programs for the uses and purposes therein mentioned, and on oath stated that she or he was duly authorized to execute such instrument on behalf of Olympic Community Action Programs.
GIVEN UNDER MY HAND AND OFFICIAL SEAL this ______ day of _______________, 2019.
By: ___________________________________ Name: ___________________________________ NOTARY PUBLIC in and for the State of Washington,
residing in the city of ________________________
My Commission Expires: _____________________