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HomeMy WebLinkAbout4346 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4346 KITSAP CO CONSOLIDATED HOUSING AUTHORITY Government Center - Construction/Finance/Management Finance GOV File Class LEG 12-1 $ 03/01/2003 12/31/2004 02/15/2007 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date Termination upon construction completion & issuance of occupancy permit Vault 01/01/2007 INTERLOCAL AGREEMENT (BREMERTON GOVERNMENT CENTER) This Inteflocal Agreement (Bremerton Government Center) (this "Agreement") is entered into this 1st day of March, 2003, by and among the KITSAP COUNTY CONSOLIDATED HOUSING AUTHORITY (the "Authority"), KITSAP COUNTY, WASHINGTON (the "County"), and the CITY OF BREMERTON, WASHINGTON (the "City"). RECITALS A. The parties to this Agreement have entered into prior interlocal agreements dated June6, 2000, January24, 2001, and June l8, 2002, respectively (collectively, the "Prior Agreements") pursuant to Chapter 39.34 RCW in connection with the predevelopment of the Bremerton Government Center (the "Project"), a governmental office building in which each of the parties will have an interest, either directly through ownership of condominium units in the Project or pursuant to a Real Estate Contract with the Authority. B. The parties wish to set forth their intentions and agreements with respect to the construction, financing and management of the Project. AGREEMENT Section 1. Definitions. All capitalized terms used by not described herein shall have the meanings set forth in the Trust Indenture between the Authority and U.S. Bank National Association, as Trustee, relating to the Bonds described in Section 3 of this Agreement (the "Indenture"). Section 2. Description of Proiect. The Project will consist of a 158,027 square foot office building containing public meeting rooms and a community lunch room, and also containing parking facilities. The Project will be a condominium, and each of the parties will own or control the use of one or more of the condominium units ("Units") in the building as described in Exhibit A. A portion of the parking facility will be owned by Washington Mutual Bank (the "Bank"), and it is anticipated that a portion of the Authofity's Unit or Units will be occupied by a federal agency (the "Federal Agency") and that a portion of the County's Units will be occupied by the Kitsap County Health District. The Condominium Declaration will establish the rules and regulations applicable to the Units, including in particular the use of and access to the common areas and public meeting rooms and the parking facilities. The Project budget includes tenant improvements in the amount of $2,000,000, to be allocated to the individual Units proportionally, on a square footage basis. The costs of tenant improvements in excess of the allocated amounts shall be the responsibility of the parties with respect to their individual Units. Section 3. Financing Structure. The parties anticipate that the following funding sources will be used in connections with the financing for the Project: -1- 5036378708 (a) Tax Exempt Bonds (the "Bonds") in the amount of $16,975,000. The Bonds will be issued by the Authority and will be payable fi.om and secured by certain investment earnings on amounts held by the Trustee under the Indenture, and by amounts received by the Authority (i) from the City and the County pursuant to the Real Estate Contracts between the Authority and the City and the County, respectively, pursuant to which the City and the County will make payments allocable to debt service on the Bonds and any Additional Bonds (as described in the Indenture), (ii) from the Authority, with respect to debt service on the Bonds allocable to the Authority's use of space within the Project, (iii) from lessees of space within the Project owned by the Authority, and (iv) fi.om the County pursuant to the Contingent Loan Agreement dated as of March 1, 2003, between the Authority and the County,. As a condition to the execution of the Contingent Loan Agreement by the County, the Authority has agreed to repay any loans made by the County to the Authority pursuant to the Contingent Loan Agreement from the amounts described in (i) and (iii) above and from the Authofity's General Revenues. The Authority has further agreed that, if necessary to provide sufficient General Revenues to pay the Bonds or to repay loans made by the County pursuant to the Contingent Loan Agreement, it will apply for Community Development Block Grant funds for the Project, and use its best efforts to liquidate housing facilities owned by the Authority to the extent the financing for such facilities permits such disposition. The County will receive a fee for the credit support for the Bonds created by the Contingent Loan Agreement in an amount equal to the earnings on the Bond Fund and the Prepayment Reserve maintained by the Authority as described herein, which eamings are anticipated to be approximately $30,000 per year, based on average historical interest rates. The parties acknowledge that, as "obligated persons" pursuant to SEC Rule 15c2-12, they will have continuing disclosure obligations with respect to the Bonds, as described in the Continuing Disclosure Agreements between the Trustee and the City, the County and the Authority, respectively. In addition, the parties' use of their Units will be restricted to comply with the requirements applicable to facilities financed with tax-exempt bonds, as described in those agreements. (b) The County will acquire its interest in two of its Units pursuant to a Condominium Real Estate Purchase and Sale Agreement with the Authority (the "Purchase and Sale Agreement") for approximately $6,217,265. Pursuant to the Purchase and Sale Agreement, the County shall make payments towards the purchase price for those Units as draws are made on the Project Fund. (c) Taxable lines of credit to the Authority in the combined amount of not to exceed $4,348,000, of which not to exceed $1,448,000 will be allocable to the cost of constructing that portion of the Project to be owned by the Bank and not to exceed $2,900,000 will be allocable to the cost of constructing that portion of the Project to be occupied by the Federal Agency. The line of credit allocable to the Bank's Unit will be repaid fi.om funds received from the Bank pursuant to a purchase and sale agreement between the Bank and the Authority relating to a portion of the property on which the Project will be located. The line of credit allocable to the Federal Agency's space will be repaid from federal funds appropriated for such purpose, or, if no such appropriation occurs, from the proceeds of Additional Bonds issued pursuant to the -2- 5~)363787 08 Indenture. The County hereby consents to the issuance of such Additional Bonds, in a principal amount of not to exceed $2,900,000. (d) There shall be created a Prepayment Reserve, held in trust by the Authority, for the purpose of providing an additional level of security for the payment of debt service obligations relating to the Project. The Authority, the County, and the City shall each deposit into the Prepayment Reserve on June 1, 2004, the amounts set forth for that purpose in Schedule 1 to the Real Estate Contracts, with respect to the County and the City, and $57,584.44, with respect to the Authority. Pursuant to the Indenture, the Authority shall apply amounts in the Prepayment Reserve to pay debt service on the Bonds, if and to the extent necessary as a result of the failure to any of the parties to make the payments allocable to the Bonds under the Real Estate Contracts, with respect to the County and the City, or the Indenture, with respect to the Authority. Interest on the amounts in the Prepayment Reserve shall be paid to the County pursuant to the Contingent Loan Agreement, unless such interest is needed to meet debt service obligations or to pay Rebate Amounts with respect to the Bonds. Money so deposited by the Authority, the County and the City will be applied to their respective final debt service payments (or earlier redemption or defeasance payments) with respect to the Bonds. Section 4. Construction Contingency. The budget for the Project, a copy of the current version of which is attached hereto as Exhibit B, includes a construction contingency in the amount of $1,500,000. If any portion of the construction contingency is not required to complete the development of the Project, such contingency funds shall be used for other Project expenses, as determined by a committee of representatives of the City, the County and the Authority and as approved by Bond Counsel. The parties acknowledge that the Authority's expenses allocable to the Project and its developer fee payable pursuant to the development agreement described below in the amount of $400,000 shall be expenses of the Project, not subject to the provisions of this section. Section 5. Documentation. The following documents, among others, will govern the fights and responsibilities of the parties with respect to the Project, and are incorporated herein by this reference: (a) Development Agreement. The rights and obligations of the parties with respect to the development of the Project will be set forth in a development agreement among the Authority, the City and the County. The development agreement will set forth, among other things, the Authority's right to receive payment and/or reimbursement of expenses, including internal costs, the procedures applicable to construction oversight, the approval of draw requests and change orders and decisions relating to the financing of any cost overruns. (b) Indenture and Related Bond documents. Certain of the obligations of the Authority with respect to the Project after its completion, and with respect to the Bonds will be set forth in the Indenture. Certain obligations of the Authority, the City and the County with respect to their continuing disclosure obligations with respect to the Bonds will be set forth in the Continuing Disclosure Agreements. -3- 5036378708 (c) Contingent Loan Agreement. The rights and obligations of the County and the Authority with respect to payment of the Bonds will be set forth in the Contingent Loan Agreement. (d) Real Estate Contracts. The rights and obligations of the City and the County with respect to the financing of the City's and the County's Units other than the Units subject to the Purchase and Sale Agreement, including tax-exempt bond requirements, will be set forth in the Real Estate Contracts. (e) Tenant Leases. The Authority will enter into leases with tenants in the Authority's Unit(s) consistent with the terms of this Agreement. It is also anticipated that the County will lease a portion of its Unit(s) to the Kitsap County Health District, and the City may also lease portions of its Unit to others, subject in each case to the provisions of the applicable Real Estate Contract or Purchase and Sale Agreement, including in particular those provisions relating to tax-exempt bond requirements. (f) Purchase and Sale Agreement. The County will enter into the Purchase and Sale Agreement with the Authority governing the County's rights and obligations with respect to the Units being acquired by the County with funds other than Bond proceeds. (g) Security Documents. (i) The Authority will assign its interest in the City Real Estate Contract to the County to secure its obligation to make payments pursuant to the Contingent Loan Agreement. Upon the failure of the City to make such payments, the County may exercise its rights under the assignment. (ii) Upon a default by the City or the County under its respective Real Estate Contract, the Authority may exercise its rights under that Real Estate Contract. No such exemise of rights by the Authority shall serve to release the County from its obligations under the Contingent Loan Agreement. (iii) Upon a default by the County under the Purchase and Sale Agreement, the Authority may exercise its rights under that agreement. No such exercise of rights by the Authority shall serve to release the County from its obligations under the Contingent Loan Agreement. (iv) The Authority will grant a deed of trust to the County encumbering its interest in its Units to secure its obligation to make payments under the Indenture and the Contingent Loan Agreement. Upon the failure of the Authority to make such payments, the County may foreclose or otherwise exercise its rights under the deed of trust. (h) Condominium Documents. The Condominium Declaration, Articles and Bylaws shall govern the Unit owners' use of the Project, including in particular their use of and access to the common areas and public meeting rooms and the parking facilities, and the parties' -4- 50363787 08 obligations with respect to management and maintenance of their respective Units and the Project as a whole. Section 6. Filing with County Auditor; Term of Agreement. This Agreement shall be effective upon its filing with the County Auditor pursuant to RCW 39.34.040, and shall terminate upon completion of construction of the Project and issuance of a Certificate of Occupancy for the entire Project. Section 7. Prior Agreements Superseded. To the extent any of the provisions of the Prior Agreements conflict with the provisions of this Agreement, including the provisions of the documents incorporated herein by reference, the provisions of this Agreement shall control. Section 8. Miscellaneous. (a) This Agreement and each provision hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the parties hereto. (b) Section headings have been inserted in this Agreement only as a matter of convenience of reference, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. (c) If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions, because it conflicts with any provisions of any constitution, statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provisions in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. (d) This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. -5- (e) This Agreement shall be interpreted and construed under the provisions of the laws of the State of Washington. Dated as of the date set forth above. KITSAP COUNTY CONSOLDATED HOUSING AUTHORITY ~Executive Director ~ KITSAP COUNTY, WASHINGTON Jan ~gel, Chair, ~ Boat'd/o f County Commissioners Approved as to Form: Kitsap County, Washington CITY__OF BREMERT~~TON By: ~ ! ~ Name: Title: Approved as to Form: ~ ~lty Attorney ~ City of Bremerton;W~ashington -6- 5036378708 EXHIBIT A Condominium Ownership The Authority will own the following described space in the Project, in fee: Five condominium units on the first, mezzanine and fifth floors, consisting of approximately 17,509 sq. fi. (26.55%) The County will own the following described space in the Project, in fee: Three condominium units on the fourth and fifth floors, consisting of approximately 17,823 sq. fi. (27.03%) The County will 'own the following described space in the Project, pursuant to a real estate contract with the Authority: One condominium unit on the third floor, consisting of approximately 14,184 sq. (21.51%) The City will own the following described space in the Project, pursuant to a real estate contract with the Authority: Two condominium units on the fifth and sixth floors, consisting of approximately 16,424 sq. fl. (24.91%) Schematics showing the location of the Authority's, City's and County's units are attached. A-1 5036378708 I I I I I i ! ! ! EXHIBIT B Kltsap County Consolidated Housing Authority Bremerton Government Center Project Budget March tt~ 2003 I 0.64073 Bond Financed I 0.08898 0.27029 Of Bctal Statement 0.2151 0.249t 0.17653 Line of Kltsap County Bud~et County City Authority C~edit Cash LAND Land Purch~ase $1.253.000.00 269.520.30 312.122.30 221,192.09 111,491.94 338.673.37 Appraisals 28.500.00 6,130.35 7.099.35 5,031.11 2.535,93 7.70327 T~ta and Recording Fees 10.00000 2,151.00 2,491.00 1,765.30 889.80 2.702.90 Legal - Graham & Dunn 60.000.00 12,906.00 14,946.00 10,591.80 5,338.80 16.21740 City Garage Fee 68.600.00 14,755.86 17,088.26 12,109.90 0.104 03 18.54189 Total Land 1,420,100.00 305,403.51 353,746.91 250,690.25 126,360.50 383,838,83 CONSTRUCTION New Constmc~on (tec BGC Garaga & Alternates) 15,091.000 00 3.375.134 10 3,908,628.10 2.706,932.23 1,396.185.18 4,241.120.39 Electric Connect & Line Relocate 46,000.00 9~894.60 11,458.60 8,120.38 4,093.08 12.43334 Total Construction 15,737,000.00 3,385.028.70 3,920,086.70 2.778,052.61 1.400 ~78.26 4,253,553.73 TENANT IMPROVEMENT ALLOWANCE 2.000,000.00 430.200.00 498,200.00 353,060.00 177,960.00 540,560.00 DEVELOPMENT CONTINGENCY 1.500,000.00 322.650.00 373,650.00 264,795.00 133,470.00 405,435.00 DESIGN AND ENGINEERING ArchSect (Inc, C E ,E E.1M.E ,STR & L.S.A) 2,036,000.00 437,94360 507,167.60 359,415.08 181,163.28 550,31044 Consultant Fee 126,000,00 27,102.60 31,386 60 22,242.78 11,211.48 34,056.54 Envir. Co nsults./Soils/Ge~Tech 25,000.00 5,377.50 6,22750 4,413.25 2,224.50 6,757,25 (Phase I,HaTJmat,tank removal) Total Design and Engineering 2,187,000.00 470,423.70 544,781.70 386.071.tl 194,699.26 591,124.23 FEES & PERMITS City Fees & Perm,s 56,00000 12,045 60 13,949.60 9,885.68 4,98288 15,136.24 Utilities Connection 30,000 00 6,453 00 7,473.00 5,295.90 2,66940 8,108.70 Total Fees & Perrnita 86,000.00 18,498.60 21,422.60 15,151.58 7.652,20 23,244.94 CONSTRUCTION MANAGEMENT & INSPECTIONS Contract Managemect Consultant 117.000.00 25.166.70 29,144.70 20.654.01 10.410.66 31.623.93 Co nt tact Admini$t~a~on 224.000,00 48.182.40 55.79840 39.542.72 19,031 52 60.544.96 Development - KCCHA 510.000.00 109.70100 127.041.00 90.030.30 45,379.80 137.84790 Soils & Materials Inspection / Testing 80.000.00 17.20800 19.928.00 14.122.40 7.118~40 21,62320 Insurance (IOCL Sldrs Rsk) 11.000.00 2,366.10 2.740,10 1.941.83 978.78 2,973 19 Other: Legal. Inta~im Financing, etc. 20,000.00 4,302.00 4.982,00 3,530.60 1.779.60 5,40580 Total Construction Management & inspections 962,000.00 206.926.20 239,634.20 169.821.86 85,598.76 260,018.98 BOND ISSUANCE COSTS Underwriting 135,80000 45,589 53 52,795.69 37,414.78 Bond Counsel 80,00000 20,142 65 23,326.52 16,530.83 Bond Insurance 86,00000 28,871 13 33,434.68 23,694.19 Rating 13,250.00 4,448 17 5,151.27 3,650.86 Trustee Fees 4,500.00 1,510.70 1,749.49 1.239~81 P rinting/Misc/In s pec~on Fees 20~000.00 6,71422 7.775.51 5,510.28 Total Bond Issuance Costa 3t9,580.00 t07,276.40 124,233.15 88.040.46 0.00 0.00 ADMINISTRATIVE COSTS Financial Consultact 35,000.00 7,528.50 8,718.50 6,178.55 3,114.30 9,460.15 Legal, Transactions (Foster Pepper) 75,000.00 16,132.50 18,682.50 13,239.75 6~673.50 20,271.75 Total Administrative Costs 110,000.00 23,661.00 27,401.00 19,418.30 9,787.50 29,731.90 INTEREST & CAPITALIZED RESERVES interest {Bond) 937.710,29 314,799 50 364,558.60 258,35219 Interest (Taxable LOC) 270.159,22 58,111.25 67,296.66 47,691.21 24.03877 73,021.34 Debl Service Reserve 600,000.00 201,426.50 233,265.18 165,308,32 Total Interest & Capitalized Reserves 1,007,869.51 574,337.25 665,120.45 47t,381.72 24,030.77 73,02t .34 DEVELOPER FEE 400~000.00 86~040.00 99~640.00 70~612.00 35r592.00 108~116.00 Gross Development Costs 26,529,519.51 5,930,505.35 6,867,916.70 4,067,094.88 2,195,337.63 6,668,664.94 WAMU Construction Costa (1r448r500.00) {311~464.80) (360~696.80) (255,615.44} (128r843.04) {391~379.92) Total Der. Costa to Participants 25,081r519.5t 5r619~040.55 6.5077219.90 4~611~479.44 2,066~494.59 6,277,285.02 KCCHA Additional Tenant Improvements 760,000.00 0.00 0.00 O.0O 760~000+00 0,00 Total Costs $25~841~519.5~1 5r619r040.55 6~607r219.90 4~61 lr470.44 2r826~494.59 6~277r255.02