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HomeMy WebLinkAbout7th & Hendricks/OlyCAP - Affordable Housing Covanant (ins ex 032123) - 091321 Cik Recording Requested by and Return to: 7th Hendricks GP LLC c/o Olympic Community Action Programs 823 Commerce Loop Port Townsend WA 98368 vv AFFORDABLE HOUSING COVENANT Grantor: 7th Hendricks GP LLC,a Washington limited liability company(UBI Number 604 565 864, (S "7`h Hendricks") Grantee: Jefferson County, a political subdivision under the laws of the State of Washington ("the County") 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. (Tax Parcel No.948-323-702) Project "Project"means construction and operation of 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. Minimum 50 Years Length of the Project RECITALS WHEREAS, 7th Hendricks and County entered into a purchase and sales agreement for the Property("Purchase and Sale Agreement"); WHEREAS, the Purchase and Sales Agreement requires a 50-year commitment to affordable housing at the Property by 7t'Hendricks and its successors and assigns; WHEREAS,the parties agreed that the County's willingness to convey the Property to 7" Hendricks under the Purchase and Sale Agreement was based solely on 7th Hendricks' intent to develop the Project and 7th Hendricks' demonstration of the financial viability of the Project; WHEREAS, the Purchase and Sales Agreement requires that 7th Hendricks and its successors and assigns shall only use the Property for the Project and not for any other purposes during the Minimum Length of the Project; NOW,THEREFORE,as required by the purchase and sale agreement,the parties covenant and agree as follows: COVENANTS 1. Limitation on Use of the Property for 50 Years. The Property shall only be used by 7th Hendricks and its successors and assigned for the Project for 50 years from the date this Affordable Housing Covenant is recorded in the Jefferson County Auditor's Office. This covenant shall be superior to the liens and interests of any Project lenders. 2. Sale of the Property Prior to the End of the Minimum Length for the Project. 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 an affiliate of Olympic Community Action Programs, a Washington non-profit corporation (UBI Number 600 443 619, "OlyCAP") or to another nonprofit organization or public agency which commits to maintaining the property in its intended purpose for the remainder of the Minimum Length, 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, 7th Hendricks shall pay the County: The 2019 FMV, less the Purchase Price, plus the County's portion of the County's Shared Appreciation. a. 2019 FMV. "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). b. County's Shared Appreciation (CSA). 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 7th Hendricks 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 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. Payment. 7' Hendricks' payment to the County shall be due and payable to the County 30 days after the County's demand for payment made to 7"Hendricks or its successors. The County's right to payment under this Affordable Housing Covenant shall be subordinated to the liens and interests of any Project lenders, as needed to facilitate financing of the Project prior to the recording of this Affordable Housing Covenant. 3. Covenants Running With Land. This Affordable Housing Covenant and the covenants granted in it are perpetual in duration and shall run with the land and shall be binding on and shall inure to the benefit of the parties, and any future owners of any portion of, or interest in,the Property, including but not limited to their heirs, executors, administrators, successors, and assigns. 4. Recitals. The Recitals of this Affordable Housing Covenant are not mere recitals but are agreed upon by the parties as a part of this Affordable Housing Covenant. 5. Leases. Grantor shall restrict any lease for any portion of the Property to uses and activities consistent with this Affordable Housing Covenant and shall notify all lessees of the restrictions on the use of the Property. 6. Notice of Conveyance of Any Interest. When conveying any interest in the Property,including but not limited to title,easement,leases,and security or other interests,Grantor must provide: (a) Notice of the conveyance to the County; and, (b) Notice of this Affordable Housing Covenant to the person to whom any interest in the Property is conveyed. Any required written notice, approval, reporting or other communication shall be personally delivered or sent by first class mail to the County at: County Administrator,Jefferson County, P.O.Box 1220,Port Townsend, WA 98368. 7. Free and Voluntary Grant. This Affordable Housing Covenant is being freely and voluntarily granted by the Grantor. 8. Provide the County a Copy of Recorded Affordable Housing Covenant. Within ten (10) days of the recording of this Covenant, Grantor shall provide the County with an original signed Covenant and proof the Affordable Housing Covenant has been recorded consistent with RCW 65.04.045. 9. Right to Enforce this Affordable Housing Covenant. The County shall be entitled to enforce the terms of this Affordable Housing Covenant by resort to specific performance or legal process. The parties agree that there is no adequate remedy at law to enforce this Affordable Housing Covenant. All remedies available in this Affordable Housing Covenant shall be in addition to any and all remedies at law or in equity. Enforcement of the terms of this Affordable Housing Covenant shall be at the discretion of the County,and any forbearance,delay or omission to exercise its rights under this Affordable Housing Covenant in the event of a breach of any term of this Affordable Housing Covenant is not a waiver by the County of that term or of any subsequent breach of that term, or any other term in this Affordable Housing Covenant, or of any rights of the County under this Affordable Housing Covenant. 10. Liberal Construction to Meet Intent. This Affordable Housing Covenant shall be liberally construed to meet the intent of the requirement that Grantor use the Property to provide affordable housing for 50 years after this Affordable Housing Covenant has been recorded. 11. Severable. The provisions of this Affordable Housing Covenant shall be severable. If any provision in this Affordable Housing Covenant or its application to any person or circumstance is held invalid,the remainder of this Affordable Housing Covenant or its application to any person or circumstance is not affected and shall continue in full force and effect as though such void provision had not been contained in this Affordable Housing Covenant. (SIGNATURES ARE ON THE FOLLOWING PAGES) IN WITNESS WHEREOF, the undersigned has executed this instrument as of the day and year first above written. -7TH HENDRICKS GP LLC SIGNATURE PAGE AND NOTARY PAGE- Olympic Community Action Programs, a Washington public benefit corporation, its Manager By: 0/ ` f `0011111/w,, Name: Cherish Cronmiller \�.�` 405 on F pN E FT O Its: Executive Director �.•�` 0-20 :��' 2 • O:0 NO AR), =:n Q � PUB-�G i , ;'Z STATE OF WASHINGTON ) .,), ..,)se/vumbe i••• %t e..\ County of Jefferson ) ss ////,,, OF1�iiAS \S`��\ On this I v day of c544 410i, 2021, before me, a Notary Public in and for said State, personally appeared Cherish Cronmiller, known to me to be the person whose name is subscribed to the within instrument and acknowledged that s/he executed the same for the purposes therein contained. Notar Public for Washington Residing at %I-T �/li�— Commission Expires Ao/O f/Z 3 IN WITNESS WHEREOF, the undersigned has executed this instrument as of the day and year first above written. -COUNTY SIGNATURE PAGE AND NOTARY PAGE- JEFFERSON COUNTY WASHINGTON As delegated by the Jefferson County Board of County Commissioners on August 23, 2021 By: Mark McCaule , nterim County Administr r STATE OF WASHINGTON ) ) ss County of Jefferson ) On this / day of k.9pl('bx4,.—, 2021, before me, a Notary Public in and for said State, personally appeared Mark McCauley, known to me to be the person whose name is subscribed to the within instrument and acknowledged that s/he executed the same for the purposes therein containe��� \k,41 yr1 ��GALL ��111/ q� �// 5 62{(161144.- V O 1 ?O Y � Notary P blic for Washington �c, "0 Residing at J f tt vi 6t vtl, % gh�A3.yg1L __ = Commission Expires 3 2y/2 Z //i,; of wNS"- Approved as to kii 4'b`1\1\y‘: V' C /iJzi Philip C. Hunsucker Chief Civil Deputy Prosecuting Attorney ` T � DATE(MMIDDIVYYY) _A -RD' CERTIFICATE OF LIABILITY INSURANCE 09/23/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aaron Avila NAME: The Partners Group Ltd PHONE (877)455-5640 FAX (425)455-6727 (A/C,No,Ext): (A/C,No): ) 11225 SE 6th St. EMAILss: aavila©tpgrp.com DDRSuite 110 INSURER(S)AFFORDING COVERAGE NAIC# Bellevue WA 98004 INSURER A: Scottsdale Insurance Co. 41297 INSURED INSURER B: Olympic Community Action Programs, INSURER C 7th Hendricks GP LLC INSURER D: 823 Commerce Loop INSURER E Port Townsend WA 98368 INSURER F: COVERAGES CERTIFICATE NUMBER: 21-23 GL and XS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /YYYY INSR A LTR TYPE OF INSURANCE SD VV1/D POLICY NUMBER MM DDY EFF POLICY EXP ( ) (MMIDDIYYYV) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ 100,000 X BI/PD/PAI Ded Per Occ-$10,000 MED EXP(Any one person) $ Excluded A BCS0039552 09/21/2021 03/21/2023 PERSONAL 8,ADV INJURY $ 1'000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JEo- LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY _ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE XLS0120928 09/21/2021 03/21/2023 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION PERTUTE X ER ER WA Stop Gap EL AND EMPLOYERS'LIABILITY Y/N STA A ANY PROPRIETOR/PARTNER/EXECUTIVE - E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A BCS0039552 09/21/2021 03/21/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Designated Premise/Project:7th and Hendricks St Port Townsend WA 98368 Jefferson County,Washington and its elected officials,officers,and employees are noted as additional insureds when required by written agreement or contract per form CG2012 1219 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Jefferson County,Washington ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Dept AUTHORIZED REPRESENTATIVE PO BOX 1220 Port Townsend WA 98368 4' `--'-. .A ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 ACORO® EVIDENCE OF PROPERTY INSURANCE DATE TE(MMn 0 1 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE (877)455-5640 COMPANY (A/C,No,Ext): The Partners Group Ltd AGCS Marine Insurance Co 11225 SE 6th St. 2101 4th Ave Suite 110 Suite 1100 Bellevue WA 98004 Seattle WA 98121 INC.No):1425)455-6727 aooRess: pvlcek@ tpgrp.com CODE: MCD00014 SUB CODE: AGENCY 00017480 CUSTOMER ID#: INSURED LOAN NUMBER POLICY NUMBER Olympic Community Action Programs MXI93088000 823 Commerce Loop EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 9/21/2021 12/21/2022 TERMINATED IF CHECKED Port Townsend WA 98368 THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRI PT1 ON 7th and Hendricks St Port Townsend WA 98368, Course of Construction THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION COVERAGE I PERILS!FORMS AMOUNT OF INSURANCE DEDUCTIBLE Builders Risk, Hard Costs $13,050,000 $10,000* Builders Risk, Soft Costs $100,000 3 Days Property In Transit $500,000 Property at Unspecified Locations $500,000 Expediting Expense $1,000,000 *Except $50,000 for Water Damage REMARKS(Including Special Conditions) (Additional Insured Includes: Olympic Community Action Programs, Clark Construction LLC, and Subcontractors of Every Tier CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS MORTGAGEE ADDITIONAL INSURED X LOSS PAYEE Jefferson County, Washington LOAN# Attn: Risk Management PO BOX 1220 AUTHORIZED REPRESENTATIVE Port Townsend, WA 98368 e- Paul Vlcek/AAVILA ACORD 27(2009/12) ©1993-2009 ACORD CORPORATION. All rights reserved. INS027 (200912)02 The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds Clark Construction LLC OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC