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Contract Number 4088
Vendor Name KITSAP CO CONSOLIDATED HOUSING AUTHORITY
~Subject GOVERNMENT CENTER - PHASE I/II/III
IDepartment ADMIN SVCS
Status Code GOV
Amount $200000.00
Begin Date 05/31/2000
Insurance End Date 03/01/2003
Type Amount Review Date 02/15/2006
Insurance Total $0.00
Insurance Review Date
I Comments SUPERCEDED BY #4345
VAULT 01/01/2006
+
KC 325-02
PHASE III PRO~JECT AGREEMENT
O~, This Phase III Project Agreement ("Agreement") is entered, into this _~~ day of
Jn,~_. , 2002, by and among the K1TSAP COUNTY ( the County' ), the CITY OF
B~,EMERTON, a Washington municipal corporation, ("the City"),, and the K1TSAP COUNTY
CONSOLIDATED HOUSING AUTHORITY, a public body corporate and politic of the State of
Washington, ("KCCHA"). The parties agree as follows:
RECITALS
1. The parties entered into a Pre-Construction Agreement dated June 2000 as
part of Phase I of the potential development of an office building in Bremerton ("Building").
2. For Phase II of the project, the parties entered into a Phase II Project
Agreement dated May, 2001, under which the KCCHA contracted with LMN architects to
complete schematic designs and undertook such pre-development tasks as were deemed
reasonably necessary to enable the parties to commit to the construction of the Building.
3. The tasks under the Pre-Constmction Agreement, and the Phase II Project
Agreements (collectively "Prior Project Agreements") have been completed to the satisfaction of
the parties, and the parties now wish to have the KCCHA proceed with additional tasks related to
developing the Building as part of Phase III of the project, consistent with this Agreement.
PHASE HI KCCHA TASKS
4. As par~ of Phase III, thc KCCHA shall:
· Engage LMN architects to prepare architectural specifications, construction drawings and
such other plans for the Building as are reasonably necessary to allow the KCCHA to solicit
bids for construction of the Building (collectively, the "Project Plans");
· Present the Project Plans to thc parties for review and comment;
Proceed to acquire the Land as authorized in this Agreement;
· Prepare bid specifications and bid packages for obtaining bids from qualified contractors to
construct the Building, consistent with applicable legal requirements; and
· Accept timcty submitted bids, provided that the KCCHA shall not award bids without the
prior written authorization of both of the other parties.
· Perform such other tasks, in consultation with the other parties, as arc necessary or
convenient to perform the KCCHA's tasks in this Agreement.
-1-
To complete these tasks, the KCCHA is authorized to incur expenses of up to a total of
$1,660,000.00 in addition to the Acquisition Price defined below. The parties estimate that the
breakdown of expenses (other than Acquisition Price) for Phase IH will be as follows:
LMN Preparation of Project Plans: $750,000.00
LMN Sub-Consultants $750,000.00
KCCHA Expenses: $110,000.00
Legal and Financial Consultants: $50,000.00
Total: $1,660,000.00
With respect to each of these elements of Phase III, the KCCHA or its consultants, as
applicable, shall provide the other parties with a narrative of the work to be performed along
with anticipated costs for performing the work.
KCCHA REMIBURSEMENT
5. Under the Prior Project Agreements, the KCCHA incurred certain costs,
consistent with those Agreements.
6. If the parties determine to proceed with the construction of the Building, the
parties anticipate that bonds will be issued to pay all costs of the Building, including costs the
KCCHA incurs under this Agreement and costs the KCCHA incurred under the Prior Project
Agreements. The parties agree that the KCCHA shall be reimbursed from bond proceeds for all
costs the KCCHA incurs in connection with design and construction of the Building. This
provision shall survive the expiration of the term of this Agreement.
7. If the Building is not constructed, in addition to the previously incurred costs
covered under Prior Project Agreements, the parties shall share the costs that the KCCHA incurs
under this Agreement in the following proportions: the County shall pay 41.8 percent; the
KCCHA shall pay 33.7 percent; the City shall pay 24.5 percent. This section will apply if (and
only if) construction on the Building has not commenced by January 1, 2004. Commencement
shall mean a Notice to Proceed has been issued to a contractor. If this section applies, the parties
shall pay their share of the costs to the KCCHA within 30 days after receiving an invoice from
the KCCHA.
The Housing Authority costs to be reimbursed shall be limited to direct costs applicable
to the project. Such costs shall include the actual cost of hours worked by Housing Authority
staff on the project at the Housing Authority's then-current hourly rate for the particular staff
involved; travel costs related directly to the project, reasonable indirect costs allocable to the
project. For the purposes of this agreement, indirect costs shall be limited to 35% of direct costs.
-2-
LAND ACQUISITION
8. The parties further authorize the KCCHA to acquire land for the Building, as
well as adjacent property (collectively, the "Property") that the KCCHA determines would be
necessary or convenient for the Building. This Agreement refers to the KCCHA's costs of
acquiring the Property (including transaction costs) as the "Acquisition Price." The parties
anticipate that the Building will be located between 5th and 6th Streets and Pacific and
Washington Avenues in Bremerton. The parties anticipate that bonds will be issued to pay all
costs of the Acquisition Price, including transaction costs.
9. If construction on the Building has not commenced by January 1, 2004, the
KCCHA may sell the Property at a price approved by the City and County. The proceeds of any
sale shall first be used to reimburse the KCCHA for the Acquisition Price and any costs related
to the disposition of the Property. The parties shall divide the remaining proceeds, if any, based
on the percentages in Section 7 (i.e., the percentages by which the parties share expenses). If the
proceeds of a sale are insufficient to reimburse the KCCHA for the Acquisition Price and any
costs related to the disposition of the Property, the parties shall make up the deficit based on the
percentages in the first sentence of Section 7.
MISCELLANEOUS PROVISIONS
10. Notwithstanding the Prior Agreements, the parties agree that upon
completion of the Building, the KCCHA shall receive a single development fee of $400,000.
This amount shall be paid from bond proceeds and is in addition to all other amounts payable to
the KCCHA. This provision shall survive the expiration of the term of this Agreement.
11. Upon completion of the Building, the City and County agree to negotiate
with the KCCHA to enter into a management agreement under which the KCCHA will manage
the Building. This provision shall survive the expiration of the term of this Agreement.
12. This Agreement shall take effect on the date first written above and shall
expire on January 1, 2005, unless the Building is under construction or has been completed by
that date, in which case this Agreement shall expire on the date that is three months after the date
the Building is finally accepted from the contractor.
13. This Agreement shall be governed by and construed in accordance with the
laws of the state of Washington. Venue shall be in Kitsap County, Washington.
14. The terms of this Agreement may not be altered or amended except by a
written instrument signed by the parties.
15. This Agreement is not intended, nor shall it be construed, to create any rights
in third parties.
-3-
50312662.1)1
16. Each party hereby warrants that the execution and delivery of this Agreement
and the performance of such party hereunder have been authorized by all necessary actions, that
the person executing this Agreement on behalf of such party is competent and fully authorized to
do so.
17. The waiver by any party of any failure on the part of another party to perform
in accordance with any of the terms or conditions of this Agreement shall not be construed as a
waiver of any future or continuing failure, whether similar or dissimilar thereto.
18. The City of Bremerton may, at its option, on August 15, 2002 review tenancy
and ownership commitments for the project. If, on August 15, 2002, tenancy and ownership
commitments are less than sixty five percent (65%) of the total floor space planned for the
project and, the City of Bremerton determines that the project is not viable at 65% of occupancy,
the City of Bremerton may terminate this agreement and its obligations under this agreement as
of August 15, 2002. Provided further that, the Kitsap County Consolidated Housing Authority,
upon receiving timely notice of the City of Bremerton's determination to terminate its
obligations shall, within 30 days of receiving such notice, provide remedy by showing
commitments for occupancy of sixty five percent of the space planned for the project. Upon
such showing by the Kitsap County Consolidated Housing Authority the City of Bremerton shall
resume its obligations to this agreement.
19. Each party to this Agreement agrees to hold harmless, indemnify and
defend each other party, its officers, officials, employees and agents, from and against any and
all claims, actions, suits, liability, loss, expenses, damages, and judgments of any nature
whatsoever, including, but not limited to, costs and attorney's fees in defense thereof, for injury,
sickness, disability or death to persons or damage to property or business, caused by the
negligence or wilful misconduct arising out of the performance of its actions under this
Agreement.
20. This Agreement may be executed in counterparts, each of which shall be
deemed an original.
DATED this I~ day of ' -~3 ~,~ ,2002.
KITSAP ~.~OLIDATED HOUSING AUTHORITY
Its ~As,-to~C gq, t.~'x
-4-
50312662.01
DATED this "$ t ¢~' day of /~tV'f ,2002.
THE CITY OF BREMERTON
Its ~/~yy~
Approved as to form:
City Attorney ~
-5-
5031266201
Executed this~__ day of ~.~ ,2002.
BOARD OF COUNTY COMMISSIONERS
KITSAP~__~ OUNTY,~VASHINGTON
JAN 1 ~E.-~, ~.on~issionert~
~t'RIS ENDRESEN, Commissioner
Holl~l~rson,
Clerk of lbO Board
07/1972002 14:14 9605356q 47 KOCHA PAGE 02
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87/19/!882 14:14 360535F~ 87 KCCHA PAGE
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PRE-CONSTRUCTION AGREEMENT
KC-221-00
(Feasibility Phase)
This Pre-Construction Agreement ("Agreement) is entered into as of the ~-~[ __ day of
2000, by and among the KITSAP COUNTY CONSOLIDATED HOUSiNG AUTHORITY, a Washingtoh
municipal corporation, the CITY OF BREMERTON, a Washington municipal corporation, and KITSAP
COUNTY, a Washington municipal corporation (collectively the "Parties"). The parties agree as follows:
RECITALS
1. The Kitsap County Consolidated Housing Authority ("Housing Authority") expects to be
designated as an urban renewal agency under Washington law.
2. In connection with its capacity as an urban renewal agency, the Housing Authority intends to
fund certain pre-construction activities for a proposed office building in the City of Bremerton, to be located
between 5th and 6th Streets and Pacific and Washington Avenues, which will contain between 100,000 and
200,000 square feet of office and incidental retail space (the "Building").
3. The City of Bremerton ("Bremerton") and Kitsap County (the "CountY") have expressed interest
in purchasing or leasing, at their option, a portion of the office space in the Building, because the Building
will provide efficient space for their respective operations at reasonable rates.
4. The Parties have further determined that the Building will benefit the public by revitalizing an
area of Bremerton.
BUILDiNG
5. The Housing Authority agrees to expend up to $200,000.00 to produce preliminary feasibility
information for the design of the Building,
6. The Housing Authority will regularly consult with representatives of Bremerton and the County,
or such steering committee as the Parties hereto may designate, at least monthly, to keep them fully apprised
of the information being developed to determine the feasibility of constructing the Building. It is understood
that such consultation may take the form of meetings, written reports and/or other forms of communication
acceptable to the parties.
SCOPE OF WORK
7. The Housing Authority shall, in anticipation of the construction of the Building, engage, retain,
contract with, supervise, coordinate and discharge all persons reasonably required to initiate the design of
the Building to determine its feasibility by the Parties, including, without limitation, attorneys, accountants,
architects, contractors, engineers, and surveyors, as well as KCCHA's own staff, to provide the following:
Estimated
Tasl~Services Proiect Cost
(a) Programming, Program Documentation and $ 52,000
Master Plan Functional and physical
programming of each agency including:
Page 1 of 5
City of Bremerton, Kitsap County, KCCHA,
Por~, State and Federal offices, financial institution,
commercial/retail, parking and day care facility.
(b) Scope of work and contracts for consultants $ 2,000
(c) Land Survey, topo mapping, title report $ 20,000
and appraisals
(d) Soils investigation $15,000
(e) Financial feasibility assessmen*dinitial $ 5,000
cost estimates
(f) Concept architectural design $ 30,000
(g) Legal $ 22,000
(h) Models, graphics, photography, and $ 6,000
miscellaneous direct expense
(i) Consultant review - construction, civil, $15,000
structural, cost
Sub Total $167,000
(j) Contingency 20% 33,000
Total Estimate $200,000
8. The Housing Authority shall procure preliminary plans and specifications (the "Plans and
Specifications") for the construction of the Building from Architect, which the Housing Authority shall
present for the Parties' approval.
9. The Housing Authority shall take reasonable care in the selection of professionals and other
persons engaged to perform the above work. However, the Housing Authority assumes no responsibility for
the quality of the performance of services by any professional or other persons so engaged, and does not
guarantee the performance of any such party.
10. The Housing Authority shall not be required to render any professional services (including
without limitation, architectural, or engineering services), nor any construction services (including without
limitation, general contracting, or construction management) services, all of wlY~ch the Housing Authority
shall contract for. It may, however, utilize its own staff members to perform services incidental to this
undertaking subject to the reimbursement provisions set forth hereinafter.
FINANCING
11. Bremerton and the County intend to be owners or tenants in the Building. Both Parties
acknowledge that their participation is essential to the successful financing and construction of the proposed
Building.
12. The Housing Authority will endeavor to complete the preliminary feasibility information for
the design of the Building on or before September 1, 2000.
13. When the preliminary feasibility information for the design of the Building is complete, the
Housing Authority will notify the Bremerton and County representatives and the designated steering
committee members and present such information for consideration.
14. Within a reasonable time thereafter (but not to exceed thirty (30) days following such
presentation) each of the Parties hereto, including the Housing Authority, shall indicate to the others whether
they deem construction of the Building to be feasible for purposes of moving to the next phase of
development. Any Party may, at that point, withdraw from further participation in the development of the
Page 2 of 5
Building, but any such withdrawal shall not preclude the remaining Parties from continuing with the
development effort upon such terms and conditions as they may then agree upon in their discretion. Work
products of professionals and others providing analysis and services during the feasibility phase of this
Agreement shall be available to th~ parties at reasonable times during normal business hours (except that
which are subject to attorney/client privilege). In the event the Housing Authority determines that the
Building is not feasible pursuant to Paragraph 16 below, such work products shall be provided to the County
and City after the Housing Authority has been paid the amounts owed hereunder.
15. The Housing Authority will pay for costs related to the foregoing preliminary feasibility phase
of the design of the Building ("Project Costs") of up to $200,000.00. The Parties each agree to reimburse the
Housing Authority the Project Costs if the Building is not constructed, as follows:
(a) City of Bremerton - - - 18% of the Project Costs for this feasibility phase up to a
maximum of $36,000.00.
(b) Kitsap County - - - 59% of the Project Costs for this feasibility phase up to a maximum
of $118,000.00.
(c) Kitsap County Consolidated Housing Authority - - - 23% of the Project Costs for this
feasibility phase up to a maximum of $46,000.00.
16. Notwithstanding anything to the contrary herein, the Housing Authority may detarmine at any
time and in its sole discretion that the Building is not feasible to construct. In that event, the Housing
Authority will notify Bremerton and the County in writing. Within ninety (90) days after receipt of such
notice, Bremerton shall reimburse the Housing Authority for 18% of the Housing Authority's total Project
Costs for this feasibility phase up to a maximum of $36,000.00 and the County shall reimburse the Housing
Authority for 59% of the Housing Authority's total Project Costs for this feasibility phase up to a maximum
of $118,000.00. The parties understand and acknowledge that this Agreement only addresses the feasibility
of the Proj eot being considered and that the parties contemplate additional contracts to address further costs
allocations subsequent to the feasibility phase determination. If construction of the Building has not
commenced by January 1, 2002, the Building shall be deemed not feasible to construct, and the provisions of
this Section shall automatically apply. If the provisions of this Section apply, any leases that may have been
entered into by Bremerton or the County in contemplation of the Building's construction shall never take
effect.
17. Notices. All communications regarding this Agreement shall be in writing and shall be
provided to the other Parties' representatives at the addresses set forth below or such other representatives as
the Parties may designate in writing from time to time:
Housing Authority: Kitsap County Consolidated Housing Authority
Attn: Norman S. McLoughlin, Ex. Dir.
9307 Bayshore Drive NW
Silverdale, WA 98383
County: Kitsap County
Chair, Board of County Commissioners
Kitsap County Courthouse
614 Division Street, MS4
Port Orchard, WA 98366
Page 3 of 5
And
Kitsap County
Attn: Malcolm Fleming, County Administrator
Kitsap County Courthouse
614 Division Street, MS-4
Port Orchard WA 98366
Bremerton: City of Bremerton
Attn: Lynn Horton, Mayor
City Hall
239 4th Street
Bremerton, WA 98337
And
City of Bremerton
Attn: Kathleen McCluskey, City Administrator
City Hall
239 4~h Street
Bremerton WA 98337
18. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Washington. Venue shall be in Kitsap County, Washington.
19. Attorney's Fees. In the event of any dispute between the Parties arising out of or in connection
with this Agreement, the substantially prevailing Party in any action or proceeding to resolve the same,
including appeals, shall be entitled to recover their costs and expenses incurred, including reasonable
attorney's fees.
20. Entire Agreement. The terms of this Agreement constitute the entire understanding and
agreement between the Parties regarding the subject matter hereof and may not be altered or amended except
by a written instrument signed by the Parties.
21. Authority. Each Party hereby warrants that the execution and delivery of this Agreement and
the performance of such Party hereunder have been authorized by all necessary actions, that the person
executing this Agreement on behalf of such Party is competent and fully authorized to do so.
22. Waiver. The waiver by any Party of any failure on the part of another Party to perform in
accordance with any of the terms or conditions of this Agreement shall not be construed as a waiver of any
future or continuing failure, whether similar or dissimilar thereto. To be valid, waivers must be in writing
and signed by the Party waiving its rights.
23. Counterparts. This Agreement may, but need not be, executed in one or more counterparts, all
of which counterparts taken as a whole shall be deemed the entire Agreement.
24. Severability. In the event that one or more provisions of this Agreement shall be determined to
be invalid by any court of competent jurisdiction or agency having jurisdiction thereof, the remainder of the
Agreement shall remain in full force and effect and the invalid provisions shall he deemed deleted.
Page 4 of 5
EXECUTED as of the day and year first above written.
HOUSING AUTHORITY: KITSAP COUNTY CONSOL[DATED HOUSING AUTHORITY
Its:
BREMERTON: THE CITY OF BREMERTON
COUNTY: KITSAP COUNTY
Its:
GSBUDGE'IXDATA~vlS WORD\William~Vliscellaneous~KCCHA Pre-Construction Agmt Final.doc
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