Loading...
HomeMy WebLinkAboutD 20170215001175 When recorded return to: City Clerk City of Renton 1055 South Grady Way CONFORMED COPY Renton, WA 98057-3232 20170215001175 CITY OF RENTON DT 151.00 PAGE-001 OF 078 02/15/2017 14:38 DEED OF TRUST I Assessor's Property Parcel/Tax Account Number: 7231502210 . _ ____ _ Reference Number(s) of Documents assigned or released: N/A Grantor(s): Grantee(s): 1. Cortona LLC, a Washington Limited 1. City of Renton, a Washington Municipal Liability Company Corporation LEGAL DESCRIPTION: (Abbreviated or full legal must go here. Additional legal on Exhibit A) Ptn. Lots 11 & 12, Blk 25 Town of Renton Vol 1 Pg 135 DEED OF TRUST THIS DEED OF TRUST, made this 1� day of /�,?�f�,�j�,r- , G Gl j� between Cortona ILC, a Washington corporation/limited liability company, having its office at 10232 63rd Avenue South, Seattle, WA 98178 ("Grantor"), First American Title Company, having its office at 818 Stewart Street, Suite 800, Seattle, WA 98101 ("Trustee"), and the City of Renton, a Washington municipal corporation, having its office at 1055 South Grady Way, Renton, Washington 98057 ("Beneficiary"). WITNESSETH: Grantor hereby bargains, sells, and conveys to Trustee in trust, with power of sale, the following described real property in King County, Washington: See Exhibit A, Legal Description, attached hereto and incorporated herein by this reference. King County Parcel Number: 7231502210, which real property is not used principally for agricultural or farming purposes, together with all the tenements, hereditaments, and DEED OF TRUST-Page 1 appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents, issues, and profits thereof. This Deed of Trust is for the purpose of securing performance of each agreement of Grantor contained in this Deed of Trust, and payment of the sum of two hundred thousand dollars ($200,000) with interest, in accordance with the terms of a Promissory Note of even date herewith, payable to Beneficiary or order, and made by Grantor, and all renewals, modifications, and extensions thereof, and also such further sums as may be advanced or loaned by Beneficiary to Grantor, together with interest thereon at such rate as shall be agreed upon, and the performance of the covenants and agreements of the Grantor, which follow. The Promissory Note is described as follows: One Promissory Note, describing a Deferred Payment Loan in the principal amount of two hundred thousand dollars ($200,000). Upon default of any of the terms and conditions of the Note, interest will accrue at the rate of four percent (4%) per annum and the principal balance will become due and payable. DUE DATE: The date of total forgiveness shall be five years after the recordation of this Deed of Trust, estimated to be March 31, 2021, provided Grantor has paid all other sums, with interest, advanced to protect the security of this Deed of Trust, and complied with all covenants and agreements. A. To protect the security of this Deed of Trust, Grantor covenants and agrees: 1. To keep the property in good condition and repair; to permit no accumulation of debris, graffiti, or waste thereof; to take all actions necessary to maintain and ensure the neat and clean appearance of the surrounding streetscape area; to complete any building, structure, or improvement being built or about to be built thereon; to restore promptly any building, structure, or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the property. 2. To pay before delinquent all lawful taxes and assessments upon the property; to keep the property free and clear of all other charges, liens, or encumbrances impairing the security of this Deed of Trust. 3. To keep all buildings now or hereafter erected on the property described herein continuously insured against loss by fire or other hazards in an amount not less than the total debt secured by this Deed of Trust. All policies shall be held by the Beneficiary, and be in such companies as the Beneficiary may approve and have loss payable first to the Beneficiary, as its interest may appear, and then to the Grantor. The amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such DEED OF TRUST-Page 2 order as the Beneficiary shall determine. Such application by the Beneficiary shall not cause discontinuance of any proceedings to foreclose this Deed of Trust. In the event of foreclosure, all rights of the Grantor in insurance policies then in force shall pass to the purchaser at the foreclosure sale. 4. To defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of title search and attorney's fees in a reasonable amount, in any such action or proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust. S. To pay all costs, fees, and expenses in connection with this Deed of Trust, including the expenses of the Trustee incurred in enforcing the obligation secured hereby and Trustee's and attorney's fees actually incurred, as provided by statute. 6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances, or other charges against the property hereinabove described, Beneficiary may pay the same, and the amount so paid, with interest at the rate set forth in the note secured hereby, shall be added to and become a part of the debt secured in this Deed of Trust. 7. This Deed of Trust and Promissory Note were executed and delivered to secure monies advanced to the Grantor by the Beneficiary as or on account of a loan evidenced by the Promissory Note, for the purpose of rehabilitating the property. 8. DUE ON SALE: The property described in this security instrument may not be sold or transferred without the Beneficiary's consent. Upon breach of this provision, Beneficiary may declare all sums due under the note and Deed of Trust immediately due and payable, unless prohibited by applicable law. 9. NO FURTHER ENCUMBRANCES: As an express condition of Beneficiary making the loan secured by this Deed of Trust, Grantor shall not further encumber, pledge, mortgage, hypothecate, place any lien, charge or claim upon, or otherwise give as security the property or any interest therein nor cause or allow by operation of law the encumbrance of the Trust Estate or any interest therein without the written consent of a Beneficiary even though such encumbrance may be junior to the encumbrance created by this Deed of Trust. Encumbrance of the property contrary to the provisions of this provision shall constitute a default and Beneficiary may, at Beneficiary's option, declare the entire balance of principal and interest immediately due and payable, whether the same be created by Grantor or an unaffiliated third party asserting a judgment lien, mechanic's or materialmen's lien or any other type of encumbrance or title defect. DEED OF TRUST-Page 3 B. IT IS MUTUALLY AGREED THAT: 1. In the event any portion of the property is taken or damaged in an eminent domain proceeding, the entire amount of the award or such portion as may be necessary to fully satisfy the obligation secured by this Deed of Trust shall be paid to Beneficiary to be applied to said obligation. 2. By accepting payment of any sum secured by this Deed of Trust after its due date, Beneficiary does not waive its right to require prompt payment when due of all other sums so secured or to declare default for failure to so pay. 3. The Trustee shall reconvey, at the Grantor's sole expense, all or any part of the property covered by this Deed of Trust to the person entitled thereto, on written request of the Grantor and the Beneficiary, or upon satisfaction of the obligation secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4. Upon default by Grantor in the payment of any indebtedness secured by this Deed of Trust or in the performance of any agreement contained in this Deed of Trust, all sums secured hereby shall immediately become due and payable at the option of the Beneficiary subject to any cure period provided in the note secured by this Deed of Trust. In such event and upon written request of Beneficiary, Trustee shatl sell the trust property, in accordance with the Deed of Trust Act of the State of Washington, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (1) to the expense of the sale, including a reasonable Trustee's fee and attorney's fee; (2) to the obligation secured by this Deed of Trust; and (3) the surplus, if any, shall be distributed to the persons entitled thereto. 5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser all right, title and interest in the real and personal property which Grantor had or had the power to convey at the time of the execution of this Deed of Trust, and such as Grantor may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchaser and encumbrancers for value. 6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust to be foreclosed as a mortgage. 7. In the event of the death, incapacity, disability, or resignation of Trustee, or at the discretion of the Beneficiary, Beneficiary may appoint in writing a successor trustee, and upon the recording of such appointment in the mortgage records of the county in which this DEED OF TRUST-Page 4 Deed of Trust is recorded, the successor trustee shall be vested with all powers of the original trustee. The trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of an action or proceeding in which Grantor, Trustee, or Beneficiary shall be a party unless such action or proceeding is brought by the Trustee. 8. This Deed of Trust applies to, inures to the benefit of, and is binding not only on the parties hereto, but on his/her/their heirs, devisees, legatees, administrators, executors, and assigns. The term Beneficiary shall mean the holder and owner of the note secured hereby, whether or not named as Beneficiary herein. 9. ADDITIONAL TERMS AND CONDITIONS: (check one) a. ( ) None b. (✓) As set forth on the Fa�ade Improvement Agreement, attached hereto as Exhibit B, which is incorporated by this reference. (Note: If neither "a" nor "b" is checked, then option "a" applies.) DEED OF TRUST-Page 5 Grantor—Cortona LLC < BY �"���rZ-�Le V E'� �—c�--�.�. gy �(��C� �l ,/ )� ,t C�����../ �orge Br�thauer �/lonica Brethauer Member, Cortona LLC Member, Cortona LLC a.c�c/co����.���Fc;�r,g a=�c�;�°o�rzE���.1��vr Notary Seal must be within STATE OF t��y�st-r-i,�c,-,-cr�y ) SS box COUNTY OF �, �; C ) On this I`�� dayof ivav�,�.�->,.,_, 20 iS, before me personally appeared: � . ����E�mv��c� to me known to be the �wn�-Ys �::,.:. a; � > � . .` �° � of ����F S 3�d S+,SZ��,� and acknowledged . "r.°. `� � `���'����'{' `� _.�f F the said instrument to be the free and voluntary act and �x, . � . � deed of said limited liability company/corporation, for the uses and purposes therein mentioned, and each on oath � . ., , � ��� stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. �-- � Notary Pu�ic in and for the State of iac� r�� Nc rv A� Notary (Print) �.�im�►«��izi t-c My appointment expires: $-I-t-7 Dated: I�- i�- r 5 DEED OF TRUST-Page 6 REQUEST FOR FULL RECONVEYANCE- Da nat recard. To be used only when note has been paid. TO: TRUSTEE The undersigned is the legal owner and halder of the note and aH ather indebtedness secured by#he within Deed af Trust. Said note, tagether with ail other indebtedness secured by said Deed of Trust, has been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing ta you under the terms af said Deed of Trust, ta cancel said note above mentianed, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, ta the parties designated by the terms of said Deed af Trust, all the estate now held by yau thereunder. Dated: DEED OF TRUST-Page 7 EXHISIT A LEGAI DESCRtPTiON Real property in the County af King, State of Washington, described as follaws: LOTS 11 AND 12, BLC3CK 25,TOWN OF RENTON,ACCORDtNG TO THE PLAT THEREOF RECORDED 1N VOLUME 1 t3F PLATS, PAGE 135, RECORDS OF K1NG COUNTY, WASHINGTON; EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO THE TOWN OF RENTON FOR ALLEY, BY DEED RECORDED UNDER RECORDING NUMBER 4332679. EXHIBIT B FA�ADE IMPROVEMENT AGREEMENT � �A�ADE IMPROVEMENTAGREEMENT CAG-15-220 DEVELfJPERf OWNER --�� This Fa4ade fmprovement Agreement �the "Agreement"j is made this � day of �—2015, between Cartona, �l.0{"Develaper"), and the City of Renton {"City„)� acting by and through the Department o#Cammunity and Ecanomic Develapment (CED}, having its affice at 1Q55 South Grady Way, Rentan, Washington 98057, and is executed for the purpose of praviding funding to DeveCaper thraugh City's Fa4ade impravement Loan Program (the "Program")€or the rehabilitation af the€a�ade of a building located at 724 5. 3`�Street, Rentan, Washington {the "Property"}. IN CQNSIC}ERAT#ON OF DEVEItJPER'S C4MPI.IANCE Wfi7N THIS FA�ADE IMPRt�VEMENT AGREEMENT, CiTY AGREES TO PROVIDE DEVELOPER THE fOLLOWING FUN€�ING FC1R REHABtLITATiC)N t3F PROPERTY: A conditional iaan not to exceed $200,Od0. The Program funding wi(I be provided in the farm of a loan that wiil be forgiven following a five (5}-year period, beginning with the recordatian of a deed af trust but subject to certain provisians within this Agreement, and provided that Developer is in campliance with the terms below, the Develaper remains the owner of the Property, the Property and the fa�ade continue to be maintained, and insurance and property taxes are paid and current. The saurce of loan funds is the City of Rentan Community Develapment Block Grant ("CpBG")funds. DEVELOPER AGREE5 TO THE FOLLQWING TERMS ANQ CONDITIONS: 1. Use nf loan Funds. pevelaper shall use the loan proceeds for customary and reasonable project specific expenses necessary for the rehabilitation of the fa4ade of the building located on the Property, which will be used for commercial purpases. The loan funds shall be used anly for exterior improvements. The laan funds shall not be used for interior rehabilitation or improvements that are not included in the approved architectura! designs related to the fa4ade renovatian. 2. Bud�et. Developer agrees to adhere to the project budge#, which is at#ached hereto as Exhibit A and incarporated herein by reference in carrying out the rehabilitation project described in this Agreement. Any line-item changes in the budget require submissian of a written budget amendment request to CED. If approved, CEp will respond with a wri#ten letter pf approval ta Developer, and will keep a recard of the budget amendrr�ent on file. 3. �icensed Contractor Procurement. A. Developer agrees to solicit a minimum of three (3} cornpetitive quotes fc�r the fa�ade impravement work from general contractors licensed by the State af Washington. 1 B. Developer is advised to develap written quoting instructions for invited contractars to include in its record of evidence for the pracurement process. C. �eveloper shall ensure that there is no conflict of interest between the City and the Devefoper s sefected genera) contractar and subcontracting team, specificalfy in refation to Section 17, Ethical Standards, af this Agreement. D. Quotes shall be solicited solely for the Pragram eligible work. If non-fa�ade (building interior) wark is to be completed before, simultaneously, or following fa�ade work funded through this loan, Develpper shall delineate non-fa�ade improvements into a separate contract. E. In accordance with U.S. Department of Housing and Urban Develapment (HUQ) requirement A24 CFR 85.36 (b) (9], Develaper agrees to provide evidence to the City to support the significant history of the procurement action, including the rationale for tF�e selected methad of pracurement, the selectian of the contract type, contrac#or selection or rejectian, and the basis for the cantract price. City may request a copy of a11 quotes received and the amount of each quote. Typically, the City would expect that Developer select the lowest mast respons+ve quoting cantractor,taking into consideration contractor qualifications to sufficiently complete work within budget and project timeline. An award should be made ta the quoting contractar whase quote is responsive ta the salicitation and is most advantageous to the Developer, price, quality and other factors considered. 4. Project Time#able. Developer shall complete the Project within the time frames established within the project schedule listed below, unless the City approves an alternative schedule, at the City's sole discretion: # Task ( Deadline � Respansible Party(ies� 1 Environrriental review complete August 24, 2015 King Caunty and dearance provided by NUD. Housing and Community Development(HCD) {via FfUD) 2 a. Funding approval provided by a. September 14, a. City the City's Program Loan 2015 b. City Cammittee. b. November 1, b. Funding commitment letter 2Q15 pravided to Qevefoper. 3 Approva)af monitaring plan for Enclude appraved HCD project ground-disturbing pfan as part af activities(Enviranmental quating and , 2 Conditions and Mitigatian construction . ' Measures for Archaeolagy). documents; ' ' camplete prior to execution of construction cantract. _ _ 4 ' Execute Agreement. Fallowing approval City, Developer , of Agreement terms , I by Develope�and ' City following negotiations, and approval af King County NCD following its review of Agreerr�ent draft. 5 ' Submit loan package No less than seven City (comrnitment letter and (7� business days executed Agreement with �oan befare loan closing. Reirr►bursement Request Form format and signed Fromissory Note and Deed of Trust}to King County HCD. 6 ' Close loan. tVo earlier#han City, Developer seven (7) 6usiness ' days fallowing submittal of loan ' closing package to ' King County HCD. 7 ' a. Comp(ete quoting pracess Priar to start of a. Deveioper ' and select general contractar. construction. b. Develaper ' b. Submit procurement action ' records ta City, 8 Execute construction contract. Following setection Developer of general contractor. 9 Hold pre-construction meeting to Fo(lowing execution pevelaper(with review project schedule and of construction contractar teamj, compliance with CDBG Program contract and prior to City, King County Reguiations (inciuding federal issuance af Notice HCD labor standards�. to Proceed. 10 Issue Notice to Proceed. Following pre- City construction meeting and prior to 3 beginning construction. 11 Install "Coming Soon" poster in Following receipt of Developer building window with project Natice to Proceed, rendering,details, and funding but prior to source (City of Renton CDBG beginning building Program). improvements. ' 12 , Begin building improvements Wi'thin 30 days Developer ' , included within praject budget following execution ' attached as Exhibit A. af Agreement by , City and Develaper. 13 Submit a completed �oan No more often than Developer Reimbursement Request Farm every 30 days with all supporting (unless approved in documentation for: advance by CED), ' casts clairned in the request and within 45 days (purchase orders,subcontractor af start af invaices, receipts}, evidence of construction. payment of costs by Developer, evidence o€City inspections as related to the items included in ' the request,federally campliant ' certified weekly payrolls of canstruction activity, and ; supporting documents for the ' request period. _ ' 14 ' a. Camplete review of Loan a. Within 15 days of a. City, King Reirnbursement Request Farm receipt af each County HCD (labor ' and supporting dacumentatian, manthly su6mittal comp(iance only) ' including requesting any missing by Developer. b. City or corrected informatian needed b. Within 30 days of to camplete review and approve receipt of each payment. monthly submitta( b. Remit reimbursement from Developer. payment to Devefoper. 15 a. Complete canstruction. March 2016 a. Developer b. Record Deed of Trust. b. City 16 a, Review and accept labor Aprii 2016 a. King County standards. HCD b. Release retainage. b. City 17 Complete and submit project April 2016 City funding report to King County HCD. 4 --_ . . _ 18 Ciose project. Na later than May City, King County 30, 2016 HCD 19 5ubmit annual reports on leasing Once per year, Developer and occupancy status to CED. starting six(6) months after start of constructian and every one year anniversary of the first repart thereafter for five (5)years. 5. Accomplishment of Work. Develaper agrees to carry out the rehabilitation work specified in this Agreement with all practical dispatch in a sound, econamical, and efficient manner. At its optfan, the City reserves the right to cancel and terminate the Agreement if peveloper fails or refuses to cause commencement of physica4 rehabilitation work on the Property after a period of sixty (50} days fratn the date of execution af this Agreement, c�r if Developer fails ar refuses to complete such rehabilitation work within a reasonable time. The City's failure to exercise its right to terminate this Agreement due to the C?eveloper's failure or refusal to cause commencement of or to complete the physical rehabilitatior► work on the Property shal! not be deemed a waiver thereaf. 6. Records. �or a period of six {6� years follawing completion of t#�e improverrrents specified in this Agreerr�ent, Developer agrees to keep the fo!lowir�g recards: a!1 laan documents; contracts; invoices; mater'sals; personnel and payroll records; canditions of employment; baoks of account; tenar�t leases; tenant incame verifications; and any other documentatian pertinen#to the canstruction of the Praperty, the occupancy and rental af the Property, and the dispasition of the loan proceeds. Developer shal! permit City, HCD, NUD, the Camptraller of the United 5tates, and their designees to have full and free access ta these records for the purpose of malcing audits,examinations, excerpts, and transcriptians. 7. SeeuritV.Termination and RepaVment. A. Securitv/Terminatian. This canditional loan shail 6e evidenced by a Promissory Note executed by Barrower {Exhibit B}, and secured by a Personal Guarantee (Exhibit C} and a Deed af Trust(Exhibit 13) an the Property. The Deed af Trust sha(I be recarded in the Recorder's affice for King Caunty, Washingtan when project construction is camplete; the finai reimbursement request is submitted and appraved by the City and NCD; and the final ioan amaunt has been determined based upon the approved loan expenditures. peveloper agrees that City sha11 have the right to cancel or terminate the loan, and that the full amount of the laan that has been paid aut to the Deve(oper by City shall be due and payable by the Developer to City on demand if: 5 i.The rehabilitation construction is not carried out with reasonable diiigence ar is discontinued at any time for any reason other than a Force Majeure event, not within the control of either party, as described in Section 32(M}of this Agreement; ii. peve(oper makes material changes in the scape of work or enters into another contract ar subcontract for work on the Property without the prior written approval of City; iii. All Develaper's principals die, become legally incapacitated, or otherwise becarr�e legally unable to act before the completian of the construction; iv. Developer abandons the Property; fails to keep insurance and taxes current; faifs to obtain permits;violates building code; or otherwise fails to maintain the fa4ade; v. The sale, lease, or ather transfer of any kind or nature a#the Property before the completion af the constructian without the prior written tonsent of City, excluding (a} creatian of a purchase-money security interest for hausehaid appiiances, or (b} a transfer by devise, descent, or operatian of iaw upon the death of a joint tenant; vi. pevelaper defaults on any covenant; agreement; term; or conditian of this Agreement or any other agreement made between Developer and City;or vii. Developer transfers ownersh"rp of the Property or discontinues the approved use during the five {5}-year period after construction campletion. However, Developer may request City approval to use the Property for anather eligible purpose. Terminatian ar canceliation sha11 be accomplished by mailing by certified mail ar by personaHy delivering written natice af termination to Deve(oper at DeveCoper's business address, ar to any ather address that Developer has made known to City either personal(y or by mail. Terminatian shali be effective on the date the notice is mailed or personally delivered to Develaper"s address, regardless of whether the notice is actually received by Developer. B. RepaVment. Any payments are deferred to the end of loan term. No repayment will be required if ali terms are met and a determination has been made regarding loan forgiveness (see next section). C. Loan Far�iveness. The laan amount will be forgiven at the end of the term, provided ali Agreement requirements have been completed; the Developer is in gaod standing; and the property continues to be maintained in accordance with the Program and Agreement requirements, including (a) the Developer remains the owner of the building and praperty, (b� remains current on City and County property taxes and fees, (c) maintains insurance on the property in accordance with the terms of this Agreement, and (da maintains the fa�ade 6 improvements funded through this Agreement and Developer's funds in good repair and free fram any accumu(ation of debris, graffiti, or waste materials, and take5 all other actions necessary to maintain and ensure the neat and clean appearance af the surrounding streetscape area. i. (n addition to the terms provided above regarding the loan amount being forgiven at the end of the term, the Developer must also reach and maintain an acceptable ieve( of ground level occupancy of the Property. Upon completion of the fa�ade improvements funded through this Agreement and recordatian of the Deed of Trust, Developer has one hundred eighty (180) days to install tenants within at (east fifty percent {50%) af the building's ground level cammercial space square faotage, and within one (1) year to achieve at least eighty percent (80%j occupancy of the building's ground (eve! commercia! space square footage. Shauld the ground level commercial space square faatage not reach eighty percent (80%) occupancy within this one (1�-year period or not maintain eighty percent (80%} accupancy thraughout the term of the Promissory Note, the Developer shall notify the c�ty immediately. The City, at it� sole discretian, may then grant Developer a ninety (9Q}-day grace period for Developer to show praof of active and aggressive efforts to obtain tenants for the property to achieve at least eighty percent �8Q%� accupancy, including but nat limited to, the engagement of a professiona4 commercia! brokerage firm. Proo# o€ efforts to obtain tenants may also include invoices far advertising, copies of advertisement runs, and any other proaf of ` active marketing of the Property. If the Develaper F�as executed a lease{s} to reach at least eighty percent (80/} occupancy of the ground floor comrnercial space square foatage during this grace periad,the City, at its sole discretion, may then gran# Deveioper an additional ninety (90}-day grace period to ensure that the tenant{s) occupy the space ta achieve at least eighty percent {8Q%} occupancy. '"Occ�pancy" refers ta having an active business open ta the public, or tenant in the case af mixed use properties. Use of the bui#ding for storage does nat qualify as accupancy. After the initial ane {1)-year period and expiratian af any grace periads that have been granted by the City during the term af the Pramissary Nate, if the ground floor cammercial space square faatage is not at least eighty percent (80%} occupied, ar any of the ather terms for ioan fargiveness under this section have not been met, Developer will be notified that the loan shail become immediateiy due and payable. ii. Develaper shali submit a request to the CED for each identified tenant for an acknawledgement that the tenant generally meets the intent of the Program Guideiines subsection entitled "Froject tmpact & Pub(ic Benefit" under"Appiicatian Evafuation". 7 8.Term. A. This Agreement shall be effective until Developer has weil and truly perfarmed all the terms and conditions of this Agreement and any other agreement made between Develaper and the City. B. Al) activities specified in Section 4 of this Agreement shall begin and be tompleted within the timeframes provided, unless the City approves any changes, at the City's sole discretion. C. The date af total fargiveness shall be five (5) years after the recordation of the Deed of Trust, estimated to be March 31, 2021, provided Developer has paid all ather sums, with interest, advanced to protect the security of the Deed of Trust, and cora�plied with all covenants and agreements. 9. Architectural Drawin�s and Spetifications(Desi�n Standards. The fa4ade improvements shall be based upon the exterior improvement drawings dated June 4 (Drawings Part 1) and 10 (Drawings Part 2�, 2Q15, attached as Exhibit E and submitted to the lVational Park Service as part of the Developer's submittal to nominate the subject proper-ty for inclusion on the National Register af Historic Places and eligible for federal histaric tax credits. A. As the property is eligible for, and is being nominated for, the National Register, all work must camply with the Secretary of Inter'€or's 5tandards for Rehabifitation of Historic Properties. 8. Afl work sha!! be performed by qualified contractars in accordance with industry standards, loca! codes, ardinances, permit and inspection requirements, and bath local and federal requirements refated to accessibility far persans with disabilities. C. Any finishes proposed at the graund level that may 6e accessible to humans are subject to an anti-graffiti coating being applied #a ensure easy remaval of graffiti. The recammended product far this purpose is found at the follawing iink: https:Ilwwwsherwin- williams.com/painting-contractorsJbusiness-builderslpaint-technaiogy-and-application/sw- articfe-pra-anti�raffiticoa.htmL Afternative products may be considered, but shali be submitted to the CED for review and approval prior to applicatron of the coating. D. Any specific signs that are proposed far the building as tenants are identified, c3uring the effective period of this Agreemen#, shall be submitted to CED for review and approvai prior to permitting by the City or the National Park Service, manufacture, and insta(la#ion. 10. Environmentat Review. King County HCD received a letter fram HUD dated August 14, 2015, indicating that the subject praject has received satisfactory environmenta) cSearance. Attached to the ietter was an "Autharity to Use Grant Funds" form authorizing a 8 release of funds for the project. (Attached hereto as Exhibit F}. Deve(oper hereby agrees to the fallowing mitigation measures, as required by HUD in Exhibit F: A. The Developer shaU implement alI of the following mitigation measures included in the King County Environmenta) Review Compendium, Project Number C14753-Cortona Building, Environmental Review Record, signed July 16, 2015, including: i. Archaeology: Project ground-disturbing activities shall be manitored by a professional archaeologist. Monitoring should be conducted under a monitoring plan that specifies the pracedures to follow should any archaeological resources be discovered. ii. An Unanticipated Discovery Plan far unknown archaeological and human remains shall be in effect during constructinn. ln the event that archaeologica! or historic materials are discovered during project activities, work in the immediate vicinity shall stop, the area secured, and the King County Project Manager, State pepartment of Archaealagy & Historic Preservatian and concerned tribes notified, and any related issues shall be resolved befare construction work continues. 11. Permittin�. Developer shall obtain all permits necessary fram the City or ather applicable jurisdictions ta canstruct the approved project improvements. 12. Financial Requirements. A. Matchin� Funds. Developer shall match, as a condition of receiving funds pursuant ta this Agreerr�ent, at a minimum, the amount of the loan in this Agreement. The r»atching funds must be spent on the approved exterior project improvements. C?evelaper sha#t provide evidente of payment from matching funds with each request for reimbursement. B. Financial Capacitv. i. Develaper shall provide financial informat+on confirming that it has the capacity to provide matching funds, including, but nat limited to, credit history, martgage verification, business and personal tax returns, reviewed or audited business financial statements (if applicable�, and evidence af matching funds (bank statement or similar if personal funds or foan daeurnents if debt}. ii. Developer shall at ali times remain current on a1) property taxes, mortgages and insurance. 13. Fees and Closin�Costs. 9 A. Develaper shall pay a toan Clriginatian Fee of one hundred fifty dollars ($150) or one quarter of one percent (0.25°I) of the actua( (aan amount, whichever is greater. The fee cannat be paid aut of City iaan proceeds. B. Developer shal( pay fifty percent (50%} of actua( ciosing costs, including any legal fees. 14. Laan Ciosin�. A (oan closing shali be scheduled once al( requisite documents have been prepared. As part of the dasing process, the City shal( provide the following materials to HCD no iess than seven (7) days business days before the scheduled loan closing: A. Copy of executed commitment letter; B. Copy af the signed laan Agreement; and C. Loan Reimbursement Request Farm. 15. Disbursements. A. All financial assistance shall be provided on a reimbursement basis as the praject is under construction. B. Developer may request reimbursement of funds for reasonable expenses incurred during the fa�ade improvement work. C. Reimbursement requests may nat be submi#ted more frequently than every#hirty (3Q}days, unless approved in advance by CEQ. D. City reserves the right to retain up to ten percent (1Q1} of funds avaifable per reimbursement request until work is inspected and certified complete at campletion of entire peaject. E. Disbursement of funds shaH be contingent upan Developer's and its cantractar's compliance with federaf regulatians related #a funding, including any app(icable federal labor standards. F. Payrr►ent of eaeh reimbursement request is contingent upon: i. Campletion of agreed upan praject improvements identified in Exhi6it E and this Agreement and for which the reimbursement request intends to cover, and a11 applicable Ci#y inspections have 6een approved. 1Q ii. HCD staff has verified that ali federa( labar requirements, HUD Section 3 requirements, and other regu3atory requirements have been met prior to appraving any payment by the City on the project. a. HCD sha(I be the recipient of federally campliant certified weekly payralls of construction activity and supporting documents for labor campliance. Upon review and approval of said documents, HCD shall approve payment. b. Payment shall be withheld by the City for any costs by the general contractor or subcontractars that are out of compliance. G. For each reimbursement request, the Developer shall submit a completed "Loan Reimbursement Request Form" (Exhibit G) to indicate all project costs for that request periad's work, and indicating costs to be reimbursed by the City and those to be paid fram Developer's matching funds during that request period. For each request form submitted, the Develaper shall provide all supporting documentation far costs claimed in the request. Supporting documentation for costs claimed includes, but is not limited to, purchase orders and subcontractor invoices. The Developer shall also submit evidence of payment far costs included in each request. H. Upan Qeveloper's submitta! of any completed Laan Reimbursement Request Form and all necessary supporting documentation, the City shall work with HCa to complete a timely review and approve payment. The City wili seek to remit reirrrbursement payments to the Develaper within thirty (3Q) days of receipt c�f the Developer's reimbursement requests, pending Developer's caoperation in submittir�g any missing or carrected information requested by the City or HCD. 16, De€ault. A. Deveft�per sha!! be considered in default and the ba(ance of financial a5sistance shall be immediately due and payabfie upan: 1} failure of the 6orrower to retain ownership of the property far the duration of the forgivable (oan; 2} failure to proper(y maintain the fa�ade after improvements are camp(eted; 3} becaming definquent in paying city and county property taxes �nd fees; 4) failure ta maintain property insurance listing the City af Renton as an Additianally Insured; 5} failure ta operate in campiiance with a11 applicab(e local, state, and federal eodes, laws, and regulations; or 6} in the event af breach of this Agreement. B. Remedies of Default. In the event of default, the City may exercise any combination af the remedies available to it with respect to the security agreements. The City may take whatever action at law, or in equity, as may appear necessary or desirable to collect any outstanding bafiance or to enforce the performance and abservation af any other o6ligation or agreement of the Developer. 11 3�. Ethical Standards. Deveioper takes notice af and represents that it is not in vialation of, or has not participated and will not participate in, the violatian of any of the following ethical standards prescribed by Title I, Chapter 6 of the Renton Municipal Code (Code af Ethics), including, but not limited to the foliowing: RMC 1-6-4 Aaeptance of Gifts: No public official shall receive, accept, take, seek, or solicit, directly or indirectly, anything of economic value as a gift, gratuity, or favor, from any person if such public afficial has reason to believe the donor would not grant or give such gift,gratuity,or favor, but for such public nfficiaPs office or position within the City of Renton. Na public official shall receive, accept, take, seek, ar salicit, whether directly or indirectly, anything of econamic value as a gift, gratuity, or favor, from any person or frc�m any officer or director of such person if such public official has reason to believe suc#� person: A. Has, or is seeking to obtain cantractual or other business or finandal relationship with the City of Rentan;or B. Conducts aperations ar activities which are regula#ed by the City Cauncif, its committees or any board or commission of the City of Renton; or C. Has interests which may be substantialfy affected by such public afficial's performance or nonperformance of his or her official duty. RMC 3-6-51nterest in Contracts Prohibited; Exceptions: No public official shall be beneficially interested, directly or indirectly, in any contract which may be made 6y, through, ar under the supervision or direction af such public afficial, in whole or in su6stantial part, or which may be made for the benefit af F►is office, ar accept, directly or indirectEy, any compensation, gratuity or reward in cannection with such tontract fram any ather person beneficially interested therein.The foregaing shall not apply to the exceptians specified in RCW 42.23.030 which are incorparated herein as if fu11y set forth. Remo#e lnterest:A pubfic official shall nat be deemed to be interested in a contract as specified in the immediateiy preceding paragraph if he has only a remote interest in the cantract and if the fact and extent of such interes# is disclosed to the governing body of the City of Renton of vuhich he is a member and noted in the afficial minutes or simiiar records of the City prior ta the consummatian of the cantract, and thereafter the governing bady authorizes, approves ar ratifies the cantract in gaod faith by a vote of its membership sufficient far the purpose without counting the vote or votes of the public a�cial having a remote interest therein. RMC 1-6-6 Incompatibie Service; Confidential information: Na elected public official shall engage in or accept private employment or render services far any person ar engage in any business or prafessional activity when such 12 employment, service or activity is incompatible with the proper and faithful discharge of his official duties as such elected official, or when it would require or induce him to disclase confidential infarmation acquired by him by reason of his official position. No such official shall disciose confidential informatian gained by reasan af his afficial pasition, nor shall he otherwise use such information for his pe�sonal gain or benefit. RMC 1-6-7 Personal or Private Interests: Every elected public official wha has a financial or other private ar persona! interest in any ordinance, resolutian, contract, proceeding, ar ather action pending before the City Council or any of its cammittees, shall promptly disclose such interest at the first public meeting when such matter is being considered by the City Council, on the records of the official Council minutes, the nature and extent of such persona! or private interest and same shal! be incarparated in the official minutes af the City Council proceedings. Such disclosure shafl include, but not be lirnited to, the following information which shall be submitted in writing by such Cauncilman,sworn to under penalty af perjury,to-wit: A. The name and address of any private business corporation, firm or enterprise affected by such councilmanic action of which the Councilman ar other elected public officia) is ar has been during the preceding twelve (12� months a shareholder, bond halder, secured creditor, partner, joint entrepreneur or sole proprietar, whenever the total value of his indiuidual ar undivided legal and equitable financial interest therein is and at any time during the preceding twelve {12} months has been in excess of one thousand five hundred dol(ars {$�J�VV.11l.l,. B. The name of any such private busine$s or corporation,firm ar enterprise af which such elected public afficial or hi� relatives are or have been during the preceding twe(ve {12) months as officer, director, partner, attamey, agent, or empEoyee, wha, for services rendered during such preceding twelve (12} months or ta be rendered in any such capacity, has received or has been pramised compensation in excess af one thausand five hundred do(iars {$2,500.00). C. Every affice ar directarship held by such e(ected public official or his spause in any corporation, partnership, sale proprietarship or like business enterprise, which canducts its business activities within the boundaries of the Renton School District and which is subject to any regu(ation or tantral by the Gty af Renton, and from which such elected public afficiai has received compensation or has been promised compensation during the preceding tweive (12) manth period in excess of one thousand five hundred dailars ($1,500.00), or services; or any other thing af value in excess of said amount. D. A iist containing a correct legal description of any and a11 reai property located within the City limits of Rentan in which any such eiected public official has any interest whatsoever, as owner, purchaser, aptionee, aptionar, or any other proprietary interest, acquired during the preceding twelve (12) month period whenever such praprietary interest is 13 in excess of one thousand five hundred dolfars ($1,500.00). This subsectian shali not apply to the residence home ofsuch official. The foregoing provisions shall not apply to policies of life insurance issued to such pub(ic officiai ar his spouse or members of his family, accounts in any commercial bank, savings and laan association or credit unions, or similar financial institutions subject to regulation by the State of Washington or any ather governmenta) agency having jurisdiction thereaver. Any such elected public official who is disqualified by reason af such personal, private or similar conflict of interest in any matter as hereinabove defined, shall, after having made the required disclosure as herein set farth, remove himself from his customary seat during such debate and, by permission of the presiding officer, leave the Council chamber until such time as the rnatter at hand, from which such public official has been disqualified, has been disposed of in the regular caurse of business. 18. Indemnification o# City. Developer shall indemnify, defend and hold harmless Renton, its elected officials, officers, agents, employees and volunteers, from and against any and all claims, lasses or liability, or any portian of the same, including but not limited to reasonable attarneys' fees, legal expenses and litigation costs, arising from injury ar death to persons, including injuries, sickness, disease or death of Developer's own empfoyees, agents and valunteers, or damage ta property caused by Developer's negligent act or omissian, except for thase acts caused by ar restalting from a negligent act or ornission by Rentan and its officers, agents, employ�es and valunteers. Should a caurt of competent jurisdiction determine that this agreement is subject ta RCW 4.24.115, (Validity of agreement to indemnify against liability for negfigence relative ta construction, alteration, improvement, etc., of structure or impravement attached to real estate...) then, in the event af liability for damages arising aut of 6adily injury ta persons ar damages to property caused by or resulting from the concurrent negligence of Deve(oper and Rent�n, its officers, officia#s, emplayees and volunteers, Developer's Eiability shaii be only to the extent a#Developer's negfigence. It is further specifically and express(y understaod that the indemnification provided in this Agreement constitute Deve(aper's waiver of immunity under the industrial Insurance Act, RCW Title 51, solely for the purpases af this indemnificatian. ihe Parties have mutuai(y negotiated and agreed to this waiver. The provisions of this section shail survive the expiration or termination af this Agreement. Claims shali inciude, but nat be iimited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproductian, or materiai of any kind, delivered hereunder, constitutes an infringement af any copyright, patent, trademark,trade name andJar otherwise resu(ts in unfair trade practice. 14 Developer agrees nat to perform any acts that inciude use or transfer of software, boak, document, report, fiim, tape, ar sound reproduction, or material of any kind, delivered hereunder, that constitutes an infringement of any copyright, patent, trademark, trade name andJor otherwise results in unfair trade practice. Developer agrees ta indemnify the City for any harm resulting from unfair trade practices. The provisions in this sectian shall survive the termination and/or duration af the contract tern. Nothing contained within this provision shall affect and/or alter the application of any ather provision contained within this Contract. The indemnification, pratection, defense and hold harmless obligations contained herein shall survive the expiration, abandonment or termination of this Contract. 19.Joint At�reement Provisians. The amended "King County Housing and Community Developrnent Contract — 2Q14" ("Joint Agreement") with the City contains several provisions that the City is responsible for monitoring or implementing should it utilize CDBG federal funds for prajects, such as the project covered through this Agreement. As this Agreement meets the definition of "subcantract" as defined in tl�e Joint Agreement,certain applicable provisians must be included in this Agreement, and the Developer shafl be respor�sible for monitaring and implementing thern with oversight by the City. The provisions (verbatim from the.loint Agreement) follow in tI14S A�f2El'3't�f{t �S2Ct10115 20 to 29}, with the Joint Agreernent section references noted to identify them. fteferences to "Contractar" are intended to be the City. For purposes of this Agreement, the Developer wauld replace the City within same provisians. There may be provisions included that are nat applicable to the Devefoper. �eveloper shoufd cansult City and HCb where necessary, 20. Not-for-profi# Corporations. (Sectian V.G of loint Agreement} If the Cantractor is a nat-for-pro€it corporation, costs fior which the Contractar requests reimbur�ement shal( comply with, unless atherwise provided in the RrojectJPragram Exhibit(s), the policies, guidelines and requirements af 2 CFR Part 230, "Cast Principles far Non-Profit C)rganizations," and the sections of 24 Cf#t Part 84, Uni#arm Administrative Requirements far Grants and Agreements with Institutians af Higher Education, Hospitals, and dther Non-Profit �rganizati�ns, identified at 2 CFR Part 215 and 24 CFR§ 570.502(b),Applicability af Unifarm Administrative Requirements. 2i. Pro�ram incame. (Section V.i of loint Agreement} The Contractor shali report ail CDBG and Ht3ME Program Incame, as defined in 24 CFR § 92.2, 92.503 and 570.504(c} and in the (CAs, generated under this Contract for the purposes specified herein or generated through the project(s) funded under this Contract, Program income is to be reported to the County. Program income shali be returned to the County unless the County specifies that it may be retained by the Contractor, If the County authorizes the Contractor ta retain the Program 15 Income to continue or benefit a project(s), the Contractor shall comply with all provisians of this Cantract in expending the funds. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to Section II. puration of Contract or Section XV. Terminatian. 22. Hold Harmless And fndemnificatian. (Section XVII of loint AgreementJ A. Contractor is an Independent Contractar. In providing services under this Contract, the Cantractor is an independent contractor and neither it, nor it$ off'scers, agents or employees, are emplayees of the Caunty for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security (iability that may result from the performance of and ccrmpensation far these services and shall rnake no clairn of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibiMity for the payment af any compensation, wages, benefits ar taxes by, or on behalf of,the Contractor, its ernployees, and/ar others by reason of this Cantract. The Contractor shall protect, indemni€y, and hold harmless the City, its officers, agents and employees from and against any and a!1 claims, costs, and/or losses whatsc�ever occurring or resulting from: 1. The Contractor's faiEure to pay any such campensation, wages, benefits or LGIAG�j Cf�M1A/O3 2. The supplying to the Contractor of work, services, materials or supplies by Cantractor employees or ather supplie�-s in connection with ar support of the performance of this Contract. B. Cantractor A�reement ta Re�av.The Contractar further agrees that it is financia(ly responsible for and shalf repay the Caunty a(1 indicated amaunts fallowing an audit exception that accurs tiue to the negligence, intentiona( act, andJor failure,for any reasan,to comply with the #erms of this Cantract by the Cantractor, its afficers, employees, agents, and/or representat'rves. This duty ta repay the County shall nat be diminished or extinguished by the priar termination of the Cantract pursuant ta the Duration of Contract ar the Termination Sections. C. Cantractor Indemnification of Countv. 1. The Contractar shali protect, defend, indemnify, and ho(d harmless the Caunty, its afficers, empioyees and agents, fram and against any and all costs, claims, judgments and/ar awards of damages, arising out of, or in any way resulting from, the neg(igent acts ar omissions of the Cantractor, its officers, employees, contractors, subcontractors andJor agents, in its performance and/or non-performance of its obligations under this Contract. The Contractar agrees that its obligations under this subparagraph extend ta any claim, demand, andjor cause af actian brought by, ar on behalf of, any of its employees 16 _. i �1 u i i or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects to the County only, any immunity that wauld otherwise be availab(e against such claims under the industrial insurance provisions of RCW, Title 51. In the event the County incurs any judgrnent, award and/or cost arising there from including attorneys' fees ta enforce the provisions of this artic(e, all such fees, expenses, and costs shall be recoverable from the Contractor. To the extent that a Contractor subcontractor fails to satisfy its abl'sgatian to defend and indemnify King County, as detailed in Section XV(L Hold Narmless and Indemnification, the Contractor shall protect, defend, indemnify and hold harrriless King County, its officers, employees, and agents from any and a!I costs, daims, judgments, and�ar awards or damages arising out of, or in any way resulting from the negligent aet or omissions of the Contractor's contractor/subcantractor, its afficers, emplayees, and/ar agents in cannection with in or support of this Cantract. 2. Claims shal! inc#ude, but not be limited to, assertions that use or transfer of software, book, document, repartj 1llf!!j tape, ar sound reproductian, ar material of any kind, delivered hereunder, canstitutes an infringement of any copyright, patent, trademark, tsade name andjor otherwise results in unfair trade practice. 3. The Contrac#or agrees not to perfarm any acts#hat include use or transfer of software, book, dacument, report, fikm, tape, or sound reproduction, or material of any kind, delivered hereunder, that constitutes an infringement of any capyright, patent, trademark, trade narne andfor atherwise results in unfair trade prattice. 1'he Contractor agrees to indemnify the Caunty for any harm resulting from unfair trade practices. 4. The provisians in this sectian shall survive the termination andJar duratian of the contract tern. S. Nathing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. 6. The indemnification, protection, defense and hold harmiess obligations cantained herein shall survive the expiratian, abandonment ar termination of this Contract. 23, Insurance Repuirements-GeneraL (Sectian XVII( of loint Agreement} A. insurance Reauired. By the date of execution of this Contract, the Contractor shall procure and maintain for the duration of this Cantract, insurance against claims for injuries to persons or damages to property which may arise from, or in connectian with, the performance af work hereunder by the Contractor, its agents, representatives, emplayees and/ar cantrattor/subcantractors. The Contractor or contractor/subcantractor sha(I pay the costs of such insurance. The Contractor shail furnish separate certificates of insurance and policy endorsements from each contractor/subcontractor as evidence af compliance with the insurance requirements of this Contract. 17 The Contractor is responsible far ensuring compliance with all of the insurance requirements stated herein. Failure by the Contractor, its agen#s, emp(oyees, officers, contractarJsubcontractors, providers andJor pravider subcontractors to comply with the insurance requirernents stated herein shall constitute a material breach of this Contract. Each insurance policy shall be written on an `"occurrence" farm; except that insurance on a "claims made" form may be acceptable with prior County approval. If coverage is approved and purchased on a "claims made" basis, the Contractar warrants continuatian of coverage, either through policy renewals or the purchase of an extended discavery period, if such extended caverage is available, for not less than three years from the date of Contract termination, and/or conversian from a "claims made" form to an "accurrence" coverage farm. Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/ar limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditians of the policy(s). Nothing contained in this provision shall affect andJar alter the applicatian of any ather provision contained within this Cantract. B. Risk Assessment bv Contractor. By requiring such minirr�um insurance,the County shall not be deemed or canstrued to have assessed the ris�Cs that may be appl'rcable to the Contractor under this Contrac#, nor shall such minimum limits 6e construed to limit the limits available under any insurance coverage obtained by the Contractor.The Contractor shal! as5ess its own risks and, if it deems appropriate andJar prudent, maintain greater limits andJor broader coverage. C. Minimum 5cope of Insurance. Coverage shafl be at least as broad as the fallowing: 2. General �iabilitv. Insurance Services �ffice farm number (CG 00 01} covering CQMMERCIA�GENERAL LIABIi.ITY. 2. ProfessionaE Ciabilitv. Errors and Omissions Covera�e. in the event that services delivered pursuant to this Contract either direct(y or indirect(y invoive or require pro#essional services, Professional Liabi(ity, Errors and Omissions coverage shall be provided. "Prafessiona) Servites", far the purpose of this Contract section, shal( mean any services prouided by a licensed professionai or thase services that require a professianal standard of care. 3. Au#omabile I�iabilitv. insurance Services Office farm number (CA 00 01) covering BUSINESS AUT4 COVERAGE, symboi 1 "any auto"; or the appropriate coverage pravided by symbafs 2, 7,8, or 9. 4. Workers' Campensation. Workers` Compensatian coverage, as required by the Industrial Insurance Act af the State af Washingtan, as well as any similar coverage required for this work by appiicable federal or"Other States"state law. 18 5. Stop Gap/Emplavers Liabiiitv. Caverage shal( be at least as broad as the protection provided by the Workers` Compensatian policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap'" endarsement to the generai iiability policy. 6. Proqerty (nsurance. Insurance Seruices Office form number (CP 00 10) covering BUILDiNG AND PER5t3NAL PRCJPERTY COVERAGE and insurance Services Office form number(CP 10 30) CAUSES fJF LOSS-SPECIAL FORM or project appropriate equivalent. 7. Natiana) Fiaod Insurance. The use of CDBG and HOME funds for acquisition or construction purposes in identified speciai flood hazard areas shall be subject to Cantractor mandatory purchase nf fiood insurance as required by Sectian 102(a) of the Flood Disaster Protection Act af 1973 (Pub L. 93-237). 8. Builder's Risk/Installation Flaater. The Contractor shall procure and maintain during the life of the Contract, or until acceptance of the project by King County, whichever is langer, "All Risk" Builders Risk Insurance at least as braad as I50 form number CPd020 (Builders Risk Coverage FormJ with ISO farm number CP0030 (Causes of Loss-Special Fa�m� including caverage for tollapse, theft and property in transit. The coverage shall insure for direct physicaf lass to property of the entire constructian praject, for one hundred percent of the replacement value thereaf. The policy shal! be endorsed ta cover the interests, as they may appear, of King County, Owner, Contractor and subcontractors of all tiers with King County listed as a loss payee. D. Minimum Limiis of Insurance-Capita4 Proiects. The Contractor Qeveloper shall maintain limits no less than the following: 1. Commercia!General Liabilitv: $1,OOQ,OQO combined single fimit per occurrence by bodily injury, Personal injury, and praperty damage; and for those policies with aggregate limits, a$2,C10Q,OQ0 aggregate (imit. 2. Pro€essional �iabilitv, Errors, and Qmissions; $1,OOOA00, Per Claim and in the Aggregate. 3. Automobi€e Liabifitv: 2 000 040 combined single iimit per acci�lent for 6odily injury and property damage if the use of motor vehicfes is contemplated. 4.Workers" Compensatian: Statutary requirements of the state of residency. 5. Stop Gap/Emplavers LiabilitV: 3 000 000. 19 6. Prapertv insurance: One hundred percent replacement value of funded structure. E. Minimum Limits af Insurance-Buildin� Construction Period. Prior to commencement af building canstruction and until construction is complete and approved by the Cantractor,the Contractor shall cause the construction contractor and related professionals to procure and maintain Insurance against claims for injuries to persons or damages to property which may arise fram, or in connection with the activities related to this Contract. The Contractar and County shall be named as additional insureds on liability policies except Workers Compensation and Professional Liability, and as Named lnsureds on Suilders Risk policies. The cost of such insurance shall be paid by the Cantractor and/or any af the Contractor's contractors/subcontractors. The Contractor shall maintain limits no less than the following: 1. Commercial General LiabilitY: $1.00O,OOQ combined single limit per occurrence for bodily injury, personal injury and property damage and $2,400.04Q in the aggregate. 2. Autamobile Liabilitv: $1,000,40Q combined single limit per accident for bodily injury and property damage. 3. Professiona! �iabilitY, Errars & Omissions: $1,000.000. Per Claim and in the Aggregate. 4. Builder's Risk Insurance: C}ne hundred percent replaeement cost value. 5. Workers Corr�pensation: Statutory requirements of the State of residency. 6.Stop Gap or EmploVers Liabili#v Coverage:$1,000,000. F. Minimum l.irrrits of Insurance-Services A�reements: The Contractor shall maintain limits r�o less than the following: 1. Commercial Genera) L"rabilitv: 51,000,000 combined singie limit per accurrence for bodily injury, personal injury and property damage and $2.Od0,Od0 in the aggregate. 2. Automobile Liabilitv: 51,000,000 cambined single limit per accident for bodily injury and property damage. 3. Professional �iabi{itv. Errars & �missions: $1,OOQ,000, Per Claim and in the Aggregate. 4.Workers Campensation:Statutory requirements of the State of Residency. 5. Stap Gap or Emplavers Liabiiitv Covera�e:$1,Op0,Od0. 20 Paragraphs G, N, I, 1, K and L below apply to Capitai Projects, Construction Projects and Services Contracts. G. peductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to, and approved by, the Caunty. The deductible and/or self- insured retentian of the poiicies shail not apply to the Contractor's liability to the County and shaii be the sole responsibility of the Contractor. H. Other Insurance Pravisions. The insurance policies required in this Contract are to contain, or be endorsed to contain, the following provisions: 1. All Liabilitv Policies except Professional and Workers Compensation. a. The County, its officers, afficials, employees, and agents are to be eovered as additional insureds as respects liability aris'rng out of activities performed by or on behalf of the Cantractor in connection with this Contract. Such coverage shall include Products- Completed Operations. b. To the extent of the Contractor's negligence, the Contractor's insurance coverage shal! be primary insurance as respects the County, its afficers, afficials, employees, and agents. Any insurance and/or self-insurance maintained by the County, its officers, OffiCid}5, employees, ar agents shal! r�ot cantribute with the Contractor's insurance ar benefit the Contractor in any way. c. The Contractar's insurance shal} apply separately to each insured against whom claim is made and/ar lau+rsuit is braught, except with respect ta the limits af the insurer's liability. 2. Propertv Cavera�e Policies. a.ihe County shall6e added to all Property Caverage Policies as a lass payee as its interests may appear. b.The County shall be added as a Named insured as its interests may appear to af! Builders Risk poficies. 3. All Policies. Coverage shali not be suspended, vaided, cance(ed, reduced in coverage or in iimits, except by the reduction af the applicable aggregate iimit by c(aims paid, until after 30 days priar written notice has been given to the County. i. Acceptabilitv of Insurers. Unless othe�wise approved by the County, insurance is ta be placed with insurers with a Bests' rating of no less than A:V(ii, or, if not rated with AM Bests, with minimum surpluses the equiva(ent of AM Bests' surp(us size VIII. 21 Professional Liability, Errars, and Omissions insurance may be placed with insurers with AM Bests` rating of B+VII. Any exception must be approved by the County. If, at any time, the foregaing policies shall fail to meet the above requirements, the Contractor shail, upon natice to that effect from the County, pramptly obtain a new policy, and shall subrnit the same to the County, with apprapriate certificates and endorsements, for approval. J. Verification of Covera�e. The Contractor shall furnish the County with certificates of insurance and endorsements required by this Contract. 7he certificates and endorsements far each insurance policy are to be signed by a person authorized by that insurer to bind caverage an its behalf. The certificates and endarsements for each insurance policy are to be on forms approved 6y the County prior to the cammencement o#activities associated with the Contract The County reserves the right to require complete, cer-tified copies of all required insurance polic+es at any time, If the Agency/Contracting Party is a Munieipal Corporation ar an agency of the State of Wask�ingtan and is a member of the Washington Cities fnsurance Authority {WCfA} or any other self-insurance risk pool, a writtera acknow#edgement/certificatior► of current membership will be attached to the Agreement as Exhibit l and satisfies the insurance requirements specified above. K. 5ubcantractars. The Contractor shall include a!f subcantractors as insureds under its policies or shall require separate certificates af insurance and palicy endorsements from each subcantractor. If the Cantractor "rs relying on the insurance coverages provided by subcontractors as evidence af compliance with the insurance requirements o€ this Contract, then such requirements and documentation shall be subject tv all a#the requirements stated herein. t. Municipal or State Cantractor Pravisians. (f the Contractor is a municipal corporatian ar a Contractar af the state of Washington and is self-Insured for any of the above insurance requirements, a certification af seEf-insurance shali be pravided for the self-insured requirements and attached hereto and 6e incarporated by reference and shaN constitute camp(iance with this Sect+an. If the certificate of self-insurance does not cover ali mandatory requirecnents, the Contractar sha11 provide separate certificates and endorsements that document coverage. 24. Nondiscriminatian and Epual Emplovment t3pportunity. (Section XIX of loint Agreement} A. Equa1 Benefits to Emqlovees with Domestic Partners To the extent prohibited by KCC Chapter 12.19, King County's "Equal Benefits" (EB) ordinance, and reiated administrative rules adopted by the County Executive, as a condition of 22 a competitiue award of a contract va(ued at $25,000 ar more, non-pubiic Contractars agree not to discriminate in the provision of employee benefits between an employees with spouses, emplayees with domestic partners or�mployees wha reside with legally damiciled members of househo(ds during the performance of this Contract. Failure to camply with this provision shall be considered a material breach of this Cantract, and may subject the Contractor to administrative sanctions and remedies for breach. When a competitively awarded contract is valued at $25,Q00 or more, the Contractar shal) complete a Worksheet and Declaration farm for County review and acceptance priar to Contract execution. The EB Compliance forms, KCC Chapter 12.19, and related administrative ruies are incorporated herein by reference. They are also available onlir�e at: http://�v��lw.kin,�county.�ov/operations/procurernent/Services/Equa! B2nefits.a�px B. Nondiscriminatian in Emplovment Provision of Services To the extent prohibited by KCC Chapter 12.16 ar 12.17, during the performance af this Contract, neither the Contractor nor any party subcantracting under the authority of this Contract shall discriminate or tolerate harassment on the basis af sex, race, ealar, marital status, national arigin, religiaus affiliation, disability, sexua! orientat'san, gender identity or expression or age except by minimur» age and retirement provisions, unless based upan a 6ona fide occupationa! qualification. C. Nondiscriminatian in Subcor�tractin� Practices To the extent prohibited by KCC Chapter 12.16 or 12.17, during the term af this Contract, the Contrac#or shall not create barriers to open and fair opportunities to participate in County contracts or to obtain or compete for contracts and subcontracts as sources af supplies, equipment, construdion and services. In considering offers from and doing business with subcontractors and suppliers, the Cantractor shal! not discriminate against any persan becaus� of their sex, race, calar, maritaf status, national arigin, re(igious affiliation, disability, sexual orientation, gender identity ar expression or age except by minimum age and retirement provisions, unless based upon a bona fide accupational qualificatian. D. Campliance with �aws and Regula#ians The Contractor shall comp3y ful(y with a(1 app(icable federa(, state and local laws, ordinances, Presidentia3 Executive Orders and regulations that prohibit discrimination, to the exten# applicable. These laws inc(ude, but are not limited to, RCW Chapter 49.60, Titles VI and V!1 of the Civil Rights Act of 1964,the American with Disabiiities Act, and the Restoration Act of 1987. !n additian, Krng Caunty Code cfiapters 12.16, 12.17 and 12.18 are incorporated herein by reference and the requirements in these cade chapters shal( specifically apply to this contract, #a the fu11 extent app}icable. The Contractar shall further comp(y fuily with any equal 23 opportunity requirements set forth in any federal regulations, statues or rules included or referenced in the contract documents. E. Small Contractors and Suppliers and Minaritv and Women Business Enterprises Opportunities King County encourages the Contractor ta utilize small businesses, including Small Contractors and Suppliers (SCS), as defined below, and minority-awned and wc�men-awned business enterprises certified by the Washingtan 5tate Office of M"snority and Women's Business Enterprises (OMWBE) in County contracts. The County encourages the Contractor to use the following voluntary practices to promote open competitive opportunities for srnall businesses, including SCS firms and minarity-awned and women-owned b�asiness enterprises. 1. Inguire about King Caunty's Contracting E?pportunities Program. King County has established a Contracting Qpportunities Program to maximize the participation of SCS in the award of King County contracts. The Program is open to all SCS firms certified by King County Business Develapment and Contract Compliance 4BDCC}. As determined by SDCC and identified in the solicitatian documents issued by the County, the Program or for which the Contractar elected nat to participate in the Program during the solicitation stage, the Contractor is still encouraged to inquire voluntarily about avai3able firrns. Program materials, including applicatian forms and a directory of certified SCS firms, are availabfe at the fallawing website address: http://www.Rcingcounty.govJbdcc The terrn "Small Contractars and 5uppliers" (SCS} means that a business and the person or persons who own and cantrol it are in a financial conditian which puts the business at a substantial disadvantage in attempting to compete for public cantracts. The relevant financia( canditian for eligibility under the Pragram is set at fifty percent of the Federa( Small Business Administratian {SBA) smali business size standards using tfie North American (ndustry Cfassification System and Owners' Persanal Net Worth less than $750,000 dollars. 2. Contact �MWBE to obtain a list of certified minority-awned and women- owned business enterprises 6y visiting their website at http://�vti+��v.om4vbe.�ia.�ov/or by Tol( Free telephane (866}208-1064. 3. Use the services available community organizations, cansu(tant groups, local assistance offices, the County, and other organizations that provide assistance in the recruitment and placement of small businesses, including SCS firms and minority-owned and women-owned business enterprises. F. Equa) Employment Opportunity Effarts The Contractor shall undertake equal employment opportunity efforts to ensure that applicants and employees are treated, without regard ta their sex, race, color, marital status, national origin, religious affiliation, disability, sexual arientation, gender identity a� 24 expression or age. The Contractor's equa( employment oppartunity efforts shall include but not be (imited to, the following; emplayment, upgrading, demotion ar transfer; recruitment or recruitment advertising; iayoff or terminatian; rates of pay or ather forms of compensation; and selection for training, including apprenticeships. The Cantractar agrees to post in conspicuous places available ta employees and applicants for employment notices setting forth this nondiscriminatian clause. fn accordance with KCC 12.16.010J. "equal employment apportunity efforts" shall mean active effarts ta ensure equal opportunity in employment that is free from all forms af discriminatian. G. Compliance with Section 5Q4 of the Rehabilitation Act of 1973 as amended (Section 504} and the American Disabilities Act af 1990 as amended (ADA1 Pursuant tp Title II of the ADA and Section 504 the Caunty must not discr'tminate against people with disabilities in providing services, programs or activities even if thase services, programs or activities are carried out by contractors. The Cantractor agrees that it shall provide al! programs, services and activities to Caunty empfoyees or members of the public under this Contract in the same manner as King County is abJigated to under Title 11 of the ADA, and Sectian 504 and shall not deny participation or the benefits of such services, grograms or activities to people witl� disabilities o� the basis of such disabi(ity. Failure to comply with this section shalE be a rraaterial breach of, and grounds far, the immediate termination of this Contract. 1. The Cantractar agrees to pravide ta persans with disabilities access to programs, activities and services provided under the Contract or agreement, as required by the disability access laws as defined by KCC 12.16; and 2. The Contractor sha11 not discriminate against persons with disabilities in providing the work under the Contract. In any subcontracts for the programs, activities and se�vices under their contract ar agreement, the Contractor shall inciude the requirement that the subcontractar pravide to persons with disabilities access to programs, activities and services provided under the contract ar agreement as required by the disability access laws as defined by KC� 12.16, that the subcontractor shali not discriminate against persons with disabilities in praviding the work under the Contract and that the subcontractor shal( provide that the Caunty is a third party beneficiary to that required provision. H. Sanctions for Vioiatians Any vioiatian of the mandatory requirements af the pravisions af this section shall be a material breach of contract for with the Contractar may be subject to damages, witfiholding payment and any ather sanctians provided for by the Contract and by applicable (aw. 25 ��� �,�� i i i i i 1. Fair Housin�Pratections The Contractar sha11 comply with the federal Fair Housing Act, Public Law 90-284 (42 USC 3601 et seq.}. The Contractor shall take necessary and apprapriate actions to prevent discrimination in any housing-reiated project under this Contract, which includes rental housing projects and/or projects that include residential real estate-related transactians, as required by the Federal Fair Hausing Act as amended (42 USC 3601) and the Washington State Law Against Discrimination (RCW Chapter 49.60). Residential real estate-related transactians include the making ar purchasing af loans or the provisian of financia! assistance for the purchasing, constructing, improving, repairing c�r maintaining of a dwelling. Rental hausing indudes any dwelling that is intended for occupancy as a residence for one or more families by lease, sublease or by grant far a consideration of the right to occupy Premises not owned by the accupant. In addition, except for projects located in incorporated jurisdictions, the Cantractar shall comply with the applicable provisions of the King County �pen Housing Qrdinance, codified at Chapter 12.20 of the King County Code, which prohibits practices of housing discriminatian against any persan on the basis of age, ancestry, color, disability, maritaf status, national origin, parental status, passession of Section 8 housing assistance, raee, religion, retaliation, sex, and sexual orientation. Projects using federa!funds shall also camply with subsections J, K, �, and M below. J. Additional Federa! Nondiscrimination Requirements The Contrac#ar shall comply with a!I applicabfe federal laws prohibiting discrirrrination, including the following: 1. Presidentiaf Executive Order 11063 as amended and implementing regu(at+ons at 24 CFR Part 107; 2.Sec#ion 209 of the HCD Act af 1974, as amended (42 USC 5301}; 3. The Americans with Disabilities Act (42 USC 1213; 47 USC 155, 201, 21$ and 225); and 4.Sectian 504 af the Rehabilitation Act of 1973 and regu(ations at 24 CFR Part 8. K. Prohibited Discriminatorv Actions 1. Except where expressiy authorized by federa) law, the Contractor may not, under any program or activity to which this Cantract applies, directly ar thraugh contractual or other arrangements, discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any physicaf, 26 mental ar sensory disability. Discriminatory actians may include but are not limited to the fallowing: a. Denying any person access to facilities, services, financial aid or other . benefits provided under the program or activity; b. Denying any person services to limited English proficiency; c. Providing any persan with facilities, services, financial air or other benefits, which are different, ar are pravided in a different form from that provided to others under the program ar activity; d. Subjecting any person ta segregated or separate treatment in any facility or in any matter or process related to receipt af any service or benefit under the program or activity; e. Restricting in any way access to or in the enjoyment of any advantage ar privifege enjoyed by others in connection with facilities, services, financia! air or other benefits under the pragram or activity; f. Treating any persan differently fram athers in determining whether the person satisfies any admission, enroUment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, services or other benefit provided under the program or activity; g. Denying any person any opportunity to participate in a prograrn or activity as an employee; and h. Failing to desig�t and construct facilities for fist occupancy after lanuary 26, 1993, that are readily accessible to and usabfe by ind'sviduals with disabilities and faifure ta remove architectural and communication barriers that are structuraf in nature in existing facikities,where such removal can be accomplished withaut difficufty and expense. 2. The Contraetor sha11 not utilize eri#eria or methods af administratian that have the effect of subjecting individuals ta discrimination on the basis af age, caiar, familial status, nationality, race, religion,sex, or sexual orientation; or mental, physical, or sensary disabiHty; or have the effect o#defeating of substantialfy impairing accamplishment of the objectives of the program or activity with respect to individuals of a particular age, calor, familial status, nationality, race, religion, sex, ar sexual orientatian; ar the presence of any mental, physical, ar sen5ory disability. 3. The Contractar, in determining the site or (acation of housing of facilities pravided 'rn whole or in part with funds under this cantract, may not make selections af such 27 site or facation which have the effect of excluding individuals, denying them benefits, or subjecting them to discrimination an the grounds of age, sex, marital status, familial status, reiigion, race, creed, calor, sexual orientation, nationality, or tMe presence of any sensary, mental or physical disabiiity; ar which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or the HUD Regulatians. L. Emplovment Proiections In all solicitations under this Cvntract, the Cantractor shall state that a!I qualified applicants will be considered for employrnent. The words "equal opportunity employer: in advertisements shall constitute compliance with this section. M. No Conflict with Federal Requirements As indicated by HUD Notice CPD 04-10, a faith-based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set farth in 42 USC 2000e-1{aj, is not forfeited when the organization receives NUD funding. Faith-based organizatians, like any other entity participating in a HUD-funded program, must, however, comply with a!I the statutary requirements af that particular HUD-funded program. Both #he CDBG and HOME Programs contain statutory provisions irnposing non-discrimination requirements on all subrecipients, subgrantees ar contractars. Religious organization that believe that certain non-discrimination statutory requirements are substantially 6urdensome may be entitled to protec#ian under the Religious Freedom Restaratian Act [42 USC 4000bb- 2(1}] which applies to a{! federal !aw and its imp}ementation. Subrecipients, subgrantees, ar contractars should be aware that anti-disc�-imination provisions of Sectian 109 of the Nousing and Community Development Act c�f 1974, Section 282 of the H�ME lnvestment Partnership Act may pose questians of eonfarrr�ance with Title VII of the Civil Rights Act af 1964 and future caurt rulings could define more specifically the application of these laws to faith-based organizatians. fn the event that a provision af this Cantract is deemed to be in actuai conflict with federaf law,the conflicting provision in this Cantract shal) not app(y. 25. Subcontracts and Purchases. (Section XX af loint Agreement} A. Subcontract Defined. "Subcantract" shall mean any agreement between the Contractar and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase af(1j support services not related#a the subject matter of this Con#ract, or(2}supp(ies. B.Writin� Required. Any work or services assigned or subcontracted hereunder shall be in writing and must be approved by the County as provided in Section XIV. Assignment. The Cantractor agrees that it is as fu1)y responsible to the County for the acts and omissions af its subcantractars and their empioyees and agents, as it is for the acts and omissions of its own employees and agents, as specified in Section XVII. Wold Harmless and Indemnification Subsection C. zs � .......�� �� i C. Reauired Contract Terms. The Contractor shall include the applicable provisions of Sections XVII(. (nsurance Requirements - General, XIX. Nondiscrimination and Equal Emp(oyment Opportunity, and XX. Subcantracts and Purchases in every subcontrac# or purchase order for goods or services which are paid for in whole or in part with funds provided under this Contract.The Contractor agrees to include the following language verbatim in every subcontract, provider agreernent, or purchase agreement for services, which relate to the subject matter of this Contract: "Subcantractar shall protect, defend, indemnify, and hold harmless King County, its officers, emplayees, and agents from any and all costs, claims, judgments, andJor awards of damages arising out af, or in any way resulting from the negNgent act or omissians of subcontractor, its officers, employee, and(or agents in connection with or in suppart of this Contract. Subcontractor expressly agrees and understands that King County is a third party beneficiary to this Contract and shall have the right ta bring an action against subcontractar to enforce tne provisions of this paragraph." Projects using federal funds must also comply with subsections D, E, G and H. D. Debarred Contractors, Develaper certifies that neither the Contractor nor any person or entity with a controlling interest in the Contractor is under suspension, debarment, voluntary exclusion or determinatian of ineligibility from participatian in #ederal assistance programs under Presider�tial Executive Order 22549 ar 12689, °Debarment and Suspensian"'. The Contrac#or fur#her certifies that neither the Contractor nor any person ar entity with a controlling interest in the Contractar has any praceeding pending to suspend, debar, exclude ar determine them ineligible from participation in federal assistance programs under PreSidential Executive Order 12549 or 12689. The Concractor shall nat make any award at any time to any contractar, which is debarred, suspended ar excluded, from participation in federal assistance programs under Fresidential Executive Order 1254�9, "Debarment and Suspension". The Contractor shall ensure that ali subcontractors receiving any federa( funds pursuant to this agreement have nat been disbarred or suspended from federai contract participation. This may be done by checking the 5ystem far Award Management at https:/Jwwwsam.gov,which lists a(I suspended and debarred entities. E. Subcontractin� Requirements. A Cantractor which receives federal funds under this Contract alsa shail include the foliowing sections in every subcantract or purchase order far goods and services which are paid in whoie or In part with funds provided under this Contract: Section V. Campensation and Method of Payment Subsections F. or G. and I., Sections XVI1. Hoid Harmless and Indemnification Subsection B., XVlil. Insurance Requirements - General, Subsection K, XIX. Nondiscrimination and Equai Employment Opportunity and XXII. No Confiict af interest Subsection B. and, if the subcontract is far construction, Sections XXXlV. Labor Standards and XXXV. Employment Oppartunities. 29 G. Federal Bid Guarantee and Bond Requirements. If the Contractor is subcontracting construction work under this Contract, the subcontract shall require for any tonstruction contracts exceeding$100,000: 1. A bid guarantee from each bidder equivalent to five percent of the bid price; 2. A performance bond from the contractor far ane hundred percent of the contract price; and 3. A payment bond from the contractar far one hundred percent o€the contract price. The Contractor may, at its discretion, require any of these requirements on canstruction contracts of less than $100,Q00.The specific requirements for bid guarantees and bonds are at 24 CFR § 84.48(c) for nonprofit corporations and 24 CFR § 85.36th} for mtanicipa! corporatians and agencies of the State of Washington. 4. (This Section 4 is not included in the Jaint Agreeme�t, but added to clarify the applicability of the Federa! Bid Guarantee and Bond Requirements for this project.} For purpases of this Agreement, the Developer shall obtain quotes �nat bids}, and is permitted to base the performance and payment bond amounts on the$200,000 value of the loan of CDBG funds by the City. Tt�e latter is based upon the requirement that tFre Developer provide a Fersonal Guarantee to ensure repayment of the laan in the case af default or in accordance with any other applicable terms of the Agreement c�r the Persanal Guarantee document. H. Faifure to ComplV is Default. �ailure by the Contractar ta require eompliance w'rth the above terms and conditians in subcontraets shall constitute a breach af this Cantract. 26. Nondiscrimination in Subcantractin�Practices. (Section XXI of loint Agreement} Projects using federals funds shall comply with the following requirements: A. Federal Requirements. In so(iciting subcontractors to supply goods or services for the activities under this Contract,the Contractor shall comply with 24 CFR 85.36(e) as amended if the Contractor is a municipai carporation or an Agency of the State of Washington, and 24 CFR 84.44(b}(1}-(5) if the Contractor is a nonprofit corporation. In accordance with these regulations, the Contractor shal( take all necessary affirmative steps to assure MJWBEs and labor surplus area firms are used as subcontractors when possible. Affirmative steps shall inciude those actions specified above in this section of the Contract. B. Non-discrimination in Federally Assisted Construction. The Contractor shall also. require compliance with Presidential Executive C?rder 11246 as amended and 41 CFR Part 60 regarding nondiscrimination in bid conditions for construction prajects over$10,q00. 27. Na Canflict of Interest. (Sectian XXII.B of loint Agreement} 3d The Contractor shall abide by the provision of 24 CFR 84.42 and 570.611, if applicable, and by the fallowing: 1. The Contractor shall maintain a written code of standards of conduct that shall govern the performance of its officer, emplayees or agents engaged in the award and administration af contracts supparted by funds under this Contract. 2. No employee, director, officer ar agent o#the Contractor shall participate in the selection af in the award, or administration of a contract supported by funds under this contract if a conflict of interest, real ar apparent,would be involved. By way of example, such a conflict would arise if such a persan, or his or her emplayer, immediate fam9ly member ar partner has financia! or other interest in the entity selected;and 3. No covered persons who exerci�e or have exercised any functians or responsibilities with respect to any Cantract-assisted activities, ar who are in a position to participate in a decision-making process to gain inside information with regard to such activities, may have ar abtain a financ+al interest in any contrac#, subcontract or agreement regarding a Contract-assisted activity, either far themseives or those with wham they have business or immediate family ties, during their tenure and for one year thereafter. Far purposes af this paragraph, "covered persons" ineludes any person who is an empfayee, agent, consultant, afficer, or director of the Cantractor or the County. 28. Labor Standards. (Sectian XXXIV of Ja9nt Agreement} Agencies receiving a CDBG andJar NOME award sha(I comply with Subsections A and C below. A. Davis-Bacon Reauirements For projects assisted with CDBG funds, this Subsection shall nat apply ta constructian or rehabiiitation of residential property consisting af fewer than eight units. For projects assisted with Ht�ME funds, this Subsection shal( not app(y to rehabilitation of rental property consisting of fewer than twelve units. All canstructian work funded in who(e or in part under this Contract must be performed in accordance with the Davis-Bacon Act, as amended (40 USC sections 276(a)- 276(a}(5)), the Copeland "Anti-Kickback" Act, as amended (40 USC 276 (c)) and the Cantract Work Hours and Safety Standards Act (40 USC 327 et seq.) as further prescribed at 29 CFR Parts 1, 3, 5, 6 and 7. The Contractor will follow all pavis-Bacan documentation requirements and regularly submit required documentation to the Caunty shall maintain records sufficient ta evidence compliance with this section and shall make such records available for the Caunty's review upon request. 31 A copy of the current Davis-Bacon wages must be included in ali construction bid specifications, contracts, and/or subcantracts over two thousand doliars ($2,OQQ}, except where the project includes a copy af applicable state prevailing wages that are higher than current Davis-Bacon wages. Agencies receiving an award of local funds (HOF, RAHP, NS 2331, Veterans and Human 5ervices Levy ar MIpD funds) or federa! funds that do not trigger Davis-Bacan shafl comply with Subsections B and C below: B. Prevailin�Wa�es Projects that are not subject to Section A above,sha!! pay 5tate residential prevailing wage rates as a minimum. Projects that are subject ta State prevailing wage requirements of chapter 39.12 RCW sha!! pay prevailing wages at or above the applicable State classification rate. The Contractor shall provide annua! certification to the Caunty of its compiiance with the requirements af this section. The contractor shafl additionally maintain records sufficient ta evidence compliance with this sec#ion and sha(I make such recards availab(e far the County's review upon request. C. Use of Volunteers The Cantractor shall obtain the written approval of the County prior ta allowing any vaEunteers to perform canstruction work on a project assisted under this Contract. D. Labor Comp(iance (From laint Agreement Amendment Section I1.F.3.d.i) NCD will present each prime contractor and their accounting and/or payrall staff with detaiied Informat+on regarding compliance with CDBG Program Regulations including, but nat limited to, federal iabor standards files (Davis-Bacon and Related Acts documentation� and Section 3 regulations. Pertinent federal forms witl be distributed at a preconstruction meeting priorto a Notice to Proceed being issued. �9. Emplovment Oqpartunities on Assisted Construction Prolects. {Section XXXV of loint Agreement} A. Sectian 3 Requirements. The wark to be perfarmed under this Contract may be subject to#he requirements of Section 3 of the Hausing and Urban Develapment Act of 1958, as amended, 12 USC 17p1u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projec#s covered by Section 3, shall, to the greatest extend feasible, be directed to low and very (ow- income persons, particularly persons who are recipients of HUD assistance for housing. 32 B. Section 3 Criteria for Capital Projects. As set farth in the HCD Plan, 5ection 3 reguiations faund at 24 CFR § 135.38 app(y to ail Project/Program Exhibits which meet all three af the following criteria: 1. The Project/Program Exhibit must include $200,000 or more in total HUD funds frorn one or mare pragram years; 2. The Project/Program Exhibit must include construction or rehabilitation wark as a task that will be funded in full or in part with the HUp funds; and 3. The canstruction or rehabilitation work that will be funded must have a contract value, which exceeds $100,000. Actual contract value of construction or rehabilitation work is the determining factor, not a cost estimate. Additianally, Sectian 3 regulations are applicable to Project/Pragram Exhibit{s), which do not initially meet the above criteria but which are amended so as to add funds or change the activities for which the funds are used. Section 3 regulations da not apply ta projects that include $200,000 or mare in HUD funds when the funds are being used for acquisition and/or prafessional services only and not for cons#ruction or rehabilitation work. 30. Other General Requirernents. A. The proposed project is an eligible activity (Economic Development—Commerciaf Rehabilitation} and meets the CDBG program's natiar�al objective af bersefitting low- and moderate-income persons on an area basis. The combined Downtown and South Rentan subareas (as designated in the City Center Community Pian) are located within three (3) eensus tract block groups (Nas. 53 Q33 0253(}0-3, -4 and -5) where at least fifty-ane percent (51%) of the residents are considered ta meet law- and moderate-incame levefs as defined by NUD guidelines. B. AI! work must be dane in accordanee with industry standards, a(( app(icable iocal, state and federa€ codes, ordinances, permit and inspectian requirements, and rules and regulatians for the CQBG pragram. C. Any renavatian work undertaken prior ta tfie City's final written authorization ta begin construction is not e(igible far assistance under this loan agreement. D. All rehabiiitatian work undertaken in conjunction with the Program and this Agreement which exceeds approved financiai assistance shall be borne by the Developer. E. Ai{ canstruction management shail be the responsibility of the Developer. All work undertaken is subject to the Davis-Bacon Act. 33 F, Uniform Relocatian Act. Developer agrees to campty with all applicable provisions pf the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. § 4601 et seq. (the "URA"). Develaper is responsible for all acquisitian and relocation costs when displacement of tenants occurs as a result af the praject, in accordance with the URA. G. Cantacts. For purposes of submitting notices or other written correspondence between parties,the follawing will serve as primary contacts; DEVELOPER: Dave Brethauer Cortona, LLC 10232 63�d Avenue South Seattle, WA 98178 CITY: lohn W. Callum Community& Economic Development Qepartment 1055 Sauth Grady Way Rentan, WA 98057 31. Propertv Maintenance. Fc�r the duration of this Agreement,the Developer shalf: A. Maintain a!I improvements in compliance with a1i requirements under the Renton Municipal Code (RMCj. B. 8e responsible for assuring the property 'ss maintained in good repair and free fram accumulation af debris, graffiti or waste materiais; and take a(1 other actions necessary to maintain and ensure the neat and clean appearance of the surrounding streetscape area. During reha6ilitation of the property, the developer sha(( maintain a well-kept constructian site. C. Provide the City, its agents and/or its representative the right ta inspect the Praperty at any reasonable hour of the day ta determine Deveioper's compiiance with these reguirements. 32. Misceilaneous Provisions. A. Independent Contractor. The Developer shail perform ali obligations under this Agreement as an independent contractor; neither it nor its empioyees shall be considered employees, partners or agents of the City, nor shall it or its emp(ayees be entitled to any benefits, insurance, pension, or warkers' compensation as an emplayee of the City. 34 B. Assi�nment. The Developer shall not assign or transfer any interest in this Agreement without abtaining the prior written approval of the City. C. Subcontracts to the A�reement. The Developer shali not enter into a subcontrac# for any af the services performed under this Agreement without obtaining the prior written approva)of the City. D. Written Amendments. This Agreement may be modified only by a written amendment or addendum that has been executed and appraved by the appropriate officiafs shawn on the signature page af this Agreement. E. Required Approvals. Neither the Developer nor the City is bound by this Agreement until it is appraved by the appropriate officials shown on the signature page of this Agreement. F. Article Captians. The captions appearing in this Agreement are far canvenience only and are not a part of this Agreement;they do not in any way(imit or amplify the provisians of this Agreemen#. G. Annual Reports. Qeveloper shall submit an annual report to the City providing a status of the building's leasing activity and occupancy status, including a �tatus report on items discussed in Section 7.0 above. The report wi1! assist the City in determining whether the Developer is meeting requirements necessary ta achieve laan forgiveness. The first report shali be submitted six (6} months after sta�t o€canstruction and then every ane year anniversary of the first report thereafter for five (5j years. H. Proiect Paster. Follawing receip# af a Notice to Proceed with building improvements, the Devefaper shall insta(I a "Coming Soon" poster in a buiiding window facing 5outh 3`d Street announcing the project. The paster shall: i. Measure a minimum 48 inches by 72 inches. ii. Inc(ude a rendering(s}of the project (southeast corner perspective preferred). iii. inciude a fioor pian of the street ieve(space. iv. Provide a list of primary project details (praject name, size, amenities, special features, completion date, deveioper, contractar, and any ground flaor tenants that haue signed leases}. v. Indude the fafiowing: "A project funded by the City of Renton Community �evelopment B(ock Grant Program," and list the names of the current Mayor and City Counci! members. 35 I. Severabilitv. If any provision af this Agreement is determined to be unenfarceable or invalid, such determinatian shall not affect the validity of the ather provisions contained in this Agreement. Failure ta enfarce any provision of this Agreement daes not affect the rights of the parties to enfarce such provision in another circumstance, nar does it affect the rights of the parties to enforce any other provision af this Agreement at any time. J. Federal, State and Local Requirements. The Developer is responsible for full compliance with all applicable federal, state, and local laws, rules and regulations. K. Na Benefit for Third Parties. The services to be performed by the Qeveloper pursuant ta this Agreement with the City are intended salely for the benefit of the City, and no benefit is conferred hereby, nor is any contractual relationship established herewith, upon or with any person or entity not a party to this Agreement. No such person or entity sha11 be entitled to rely on the Developer's performance o€its services hereunder, and no right to assert a clairn against the City ar the Developer, its officers, employees, agents or cantractars shall accrue to the Deve#oper or to any subcontractors, independently retained professianal consultant, supplier, fabricator, manufacturer, lender,tenant, insurer, surety or any other third party as a result of this Agreement or the performance or non-perfarmance of the Developer's services hereunder. L. Non-Reliance of Farties. Parties explicitly agree that they have not refied upon any earlier or outside representatians ather than what has been included in this Agreement. Furthermore, neither party has been induced to enter inta this Agreement by anything ather than the speci#ic written terms set farth herein. M. �orce Maieure. In the event that Develaper is prevented or de(ayed in the performance af any of its obligatians under this Agreement by reasan(s} beyand the reasonabfe cantrol af Developer (each, a "Force Majeure Event"}, then Developer's performance shafl be excused during the Force Majeure Event. Upon removai or termination of the force Majeure Event, Deve(aper shail promptly perform the affected obligations in an order(y and expedited manner under this Agreement or procure a substitute for such ob(igation or perfarmance that is reasonably satisfactory to Renton. Deve(oper shall not be excused by mere economic hardship ar by misfeasance or ma(feasance af its directars, officers or employees. As used herein, Force Majeure Events include, but are not limited to, Acts of God, war, acts of domestic terrorism ar violence, civi( cammotion, labor disputes, strikes, earthquakes, fire, flood or other casualty, shortages of labor ar materials, government regulations or restrictions, e�ctreme weather conditians, any other cause or event not reasanably within the control of either party, or any failure or de(ay in the performance by Renton or any third party that is not an employee, agent or contractor of Developer. The Parties shall use all cammercially reasonable efforts ta eliminate ar minimize any delay caused by a Force Majeure Event. N. Governin� law and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. Any action for breach of this Agreement 36 ar to enforce or nullify any provision af this agreement shall be instituted only in a court of appropriate jurisdictian in King County, Washington. 0. Entire A�reement. This Agreement forms the entire Agreement between the City and the Deuelaper. Any priar representations, promises, agreements, oral or otherwise, betwe2n#he parties, which are not embodied in this writing, shall be of no force or effect. (Signatures appear on following pages) 37 IN W(TNESS WHEREOF,this Agreement has been duly executed and delivered and is effective on the iatest of the dates set forth below. DEVELOPER: .r`% �,.� By: �/�,-�i'2��r� �irY� �—C..��t C.,,�.--�" Date: /"YO v'°r..t+��r�"' � � �yJ J .. .� �., , /n��_ N a m e: 1T��1rz3� �r-P.%��� t� Title:�1��,�,"'r G.dy-'�lly�Gt, �.-C.,. , � gY /�'���Z t-f (r'`r lJ��5{�.��C..LI �t�C___ Date: /YDV'P�r.'I� `#. 2.�1,5� - - � � i N a me: �0/2,r C+�.,. ��'�Ut�'-�'." Title: /�ri»�,,e�,Prr-�, �r'`��ut,• �..1� i 38 _ � ��II�1 i i u i u i LtCjCORPORATF FORM OF ACKNOWLEDGMENT Notary 5eal must be STATE OF i�1r;-��-,,,,�r�� ) �S within bax COUNTY OF rC"r � G } On this ��- day of �t���,�la-t.�, 20 1 S,before me personaily appeared: (����� � �-- mo,�,�tp {�r..�-F'�c� v�.V' to me �,��.."�:`, known to�ethe ;�i���t,�,�� /G�t.�ar.s� `���`��,L,�'��ac',�,.. of `7��-i � �`d5z.R� ,���. and acknowledged the � ���s�yt�µ�'Y'°i��4J said ir�strument ta be the free and vo#untary act and deed of .-��ar'��°��'�Y fi`�'�% �said lirnited !'rability campany/corporation, for the uses and ; �u " � '�c� � �'purposes therein mentioned, and each on oath stated that ;, �•,��,, AUa� '��'�he/she was authorized to execute said Enstrument and that `'Ij���iJ`+,$�;,�:`'��g�'` the seaf affixed, if any, is the corporate sea( af said j�r�,�Ofi 4'V�` corporation. ��- �..�.__=_n�-� Notary�blic in and far the`�5tate of ;.c,'��-,�.:c�z%r.� Natary(Print} �� :�}� r��j,G U.4 iz.l 1� My appointment expires: � - � - t � Dated. 1� - '� ' j � 39 CITY OF RENTON BY� � r D Law, ayor ATTEST: � �,yuumamuurui .o�``�`��� �F �H�'% BY� ` � �� ���`�� r �'%� Jaso A. Seth, ty Clerk � � ��% _ � , -� S�'��.� �_ ;� � .. ; , �; ��,. �, 6• APPROVED AS TO FORM �•�, ��; ���;,,y� � �,,�;;; ,,;;;,�, ��.., 1 B;':".4,;.. BY: R�'v"Q't^-+��/%���i.-*-.�t._ Lawrence J. Warren, City Attorney 40 EXHIBIT A PROlECT BUDGET ... .......... ��ql�-I� EXHIBIT A PROJECT BUDGET item Cast Consultant� $33,750.00 Permits) $500.00 Financing) $10,000.00 Sitework� $55,154A4 Masonry� $14,Q40.OQ Meta}siAwning) $53,395.00 Thermaf and Maisture Pratectian� $36,�60A0 Doars and Windows� $81,163.00 Finishes� $15,275A0 Mechanical� $12,132.Q0 Eiectrical� $11,810.00 General Requirements� $56,243.Q0 Signage $10,OOO.QQ Subtotai! $385,4$2.OQ Contingency on Subtotal {5°l)� $19,274.30 Contingent Subtotal $404,756.1.0 Profit and Overhead an Contingent Subtotal (15%}� $60,713.42 Contingent P&O 5ubtotal� $465,469.52� Sales Tax on Contingent P&0 Subtota! (9.5%a $44,219.60� Tota! Project Budget $509,589.12� Prevailing Wages ihe City is utifizing CDBG monies to fund fa�ade improvements for this project. Federal prevaiiing wage rates are the minimum requirement whenver CDBG funds are used for construction. Projects receiving federal funds are required to fallow federal Davis Bacon wage rate requirements The Develaper has certified that federal wage requirements are reflected in the project budget above. EXHIBIT B PROMISSORY NOTE PROMISSORY NOTE $ 2Qp,400 Date Rentan,WA City, State FOR VALUE RECEIVED, Cortona, LLC, hereinafter "Maker" promises to pay to the City of Rentan, a Washington municipal carporatian, hereinafter "Holder" or order, at 1055 South Grady Way, Renton, Washington 98057, or other such place as may be designated by the Holder from time ta time, the principal sum of two hundred thousand dollars ($20p,Q00�, with interest on the unpaid principal at the rate of zero percent(Q%� per annum as follows: 1. PAYMENT5: puring the term of this Nate, Maker shall make no payments of principa! or interest provided, however, #ha# if Maker shall be found in default af any of the terms or conditians of this Nate, ther� the full balance shalf becarne immediately due and payable. Payment of the principal amount af this Note will be fargiven five years following the recorded date of the attached Deed of Trust {Exhibit A) as long as {a) the Maker rema'rns the awner of the building and property that is financed in fuli or in part by this Note and secured by a Deed af Trust and a Personal Guarantee, (b} remains current on City and County property taxes and fees, (c} maintains insurance on the property in accardance with the terms of the Fa�ade Improvement Agreement, and (d) maintains the fa�ade improvements funded through this loan and Maker's funds in goad repair and free fram any accumulation of debris, graffiti, or waste materia(s, and takes all other actians necessary to maintain and ensure the neat and clean appearance af the surrounding streetscape area. "Owner" means that the Maker owns the property in fee simple and does nat enter into a lease purchase, land sales contract, or other similar property agreement. 2. DUE DATE: The entire balance of this Note together with any and a!I interest accrued thereon shall be due and payable in fuil on March 31, 2021, subject ta the terms af the Fa�ade tmprovement Agreement. 3. ALCOCATEON OF PAYMENTS: Each payment sha11 be credited first ta any iate charge due, second to interest, and the remainder to principal. 4. PREPAYMENT: Maker may prepay al) or part of the balance owed under this Note at any time without penalty. 5. USE FOR FA�ADE IMPROVEMENT ONLY:This Note evidences a loan by the Holder to the Maker for the exclusive purpose of fa4ade improvements to rea! estate located at 724 NOTE-Page 1 Sauth Third 5treet, Rentan, Washington (tax parce) ID # 7231502210) (hereafter referred to as the "Property"), as described in the Fa�ade impravement Agreement between the Maker and the Holder, dated , 20� . Maker agrees to comply witl� al! provisions of the Fa4ade Impravement Agreement in carrying out the rehabilitation work. Proceeds of the loan not reguired for the rehabilitation shall be applied against the principal balance of#he Nate. 6. INTEREST IN EVENT QF DEFAULT: Upon default of any af the terms and canditions af this Note, this Note wifl accrue in#erest at a rate af four percent (4°l) per annum until the principal amaunt af#his Nate is paid. ?. LOAN Ft3RGfVENESS: in addition ta the terms provided under Sectian 1 abave regarding the principal amount of this Note being forgiven five (5) years following the recorded date of the Deed of Trust, the Maker must also reach and maintain an acceptable level of ground level occupancy of the Property. Upon completion of the fa4ade improvements funded through the Fa4ade Improvement Agreement and recordation of the Deed af Trust, Maker has one hundred eighty (180� days to install tenants within at least fifty percent (SO%j af the building's ground level commercia! space sguare faotage, and within ane �1) year ta achieve at 4east eighty percent (8Q%) occupancy of the lauilding's ground level commercia! space square footage. 5hould the gro�nd level commercial space square footage nat reach eighty percent {80°l0) accupancy tnrithin this one �1}-year period or not maintain eighty percent (80%} occupancy throughout the term of the Note, the Maker shall notify the Hoider immediately. Holder, at its sale discretion, may then grant Maker a ninety (90)-day grace period for Maker to shaw praof of active and aggressive effarts to obtain tenants for the praperty ta achieve at ieast eighty percent (80%) occupancy, including but not limited to, the engagement of a professional cammercial brokerage firm. Proof of efforts to obtain tenants may also include invoices far advertising, copies of advertisement runs, and any other proof of active marketing of the Property. If the Maker has executec! a lease(s) to reach at least eighty percent (80%� occupancy of the ground flaor commercia! space square footage during this grace period, Holder, at its sole discretion, may then grant Maker an additianal ninety {90)-day grace periad #a ensure that the tenant(s) occupy the space ta achieve at Eeast eighty percent (80°14} occupancy. "Occupancy" refers ta having an active business open ta the public, or tenant in the case of mixed use properties. Use of the building far starage daes nat quaiify as accupancy. After the initial one (1}-year period and expiration of any grace periads that have been granted by the Nolder during the term af the Nate, if the ground floar commercial space square footage is not at ieast eighty percent (80%) occupied, or any of the other terms for loan forgiveness under Section 1 have not been met, Maker will be notified that the loan shall become immediately due and payable. RtOTE-Page 2 8. HOLDER'S RIGHTS IN EVENT OF DEFAULT: At the Holder's option, breach or default in any of the above-described conditions in this Note or in the Deed of Trust shall cause this Note to become due and payable without notice, and the principal will not be forgiven from and after the date of the breach or default. Failure to exercise this option shall not constitute a waiver of the right to exercise this option in the event of any subsequent default. 9. CURRENCY: All principal and interest payments shall be made in lawful money of the United States. 10. DUE ON SALE: If this Note is secured by a Deed of Trust or any other instrument securing repayment of this Note, the property described in such security instruments may not be sold or transferred without the Holder's consent. Upon breach of this provision, Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. 11.ACCELERATION: If Maker fails to abide by the terms of the Fa�ade Improvement Agreement, or if Maker defaults under any Deed of Trust or any other instruments securing repayment of this Note, and such default is not cured within thirty (30) days after written notice of such default, then Holder may, at its option, declare all outstanding sums owed on this Note to be immediately due and payable, in addition to any other rights or remedies that Holder may have under the Deed of Trust or other instruments securing repayment of this Note. 12.ATTORNEYS' FEES AND COSTS: Maker shall pay all costs incurred by Holder in collecting sums due under this Note after a default, including reasonable attorneys' fees, whether or not suit is brought. If Maker or Holder sues to enforce this Note or obtain a declaration of its rights hereunder, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding (including those incurred in any bankruptcy proceeding or appeal) from the non-prevailing party. 13.WAIVER OF PRESENTMENTS: Maker waives presentment for payment, notice of dishonor, protest and notice of protest. 14. NON-WAIVER: No failure or delay by Holder in exercising Holder's rights under this Note shall be a waiver of such rights. 15.SEVERABILITY: If any clause or any other portion of this Note shal) be determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other clause or portion of this Note, all of which shall remain in full force and effect. NOTE-Page 3 16. INTEGRATION: There are no verbal or other agreements which madify or affect the terms of this Note. This Note may not be modified or amended except by writter� agreement signed by Maker and Nolder. 17. CONFLICTING TERMS. In the event of any canflict between the terms af this tVate and the terms o€ any Deed of Trust or other instruments securing payment of this Nate, the terms of this Nate shaN prevail. 28. EXECUTtOIV: Each Maker executes this Note as a principal and not as a surety. If there is more than one Maker, each such Maker shall be jointly and severally iiable under this Note. 19. COMMERCIAL PROPERTY: Maker represents and warrants ta Hofder that the sums represented by this Note are being used for bu$iness, investment or commercial purpases, and not for personal, family ar household purposes. 20. ORAI AGREEME#VTS: Ora! Agreements or ora) commitments to loan maney, to extend credit, or ta forebear from enforcing repayment of a debt are not enforceabfie under Washington law. 21. DEF(NITIONS: The ward Maker shall 6e construed interchangeably with the words Maker or Payer and the word Holder shall be canstrued interchangeably with the wards Lender or Payee. In this Note, singular and plural words shall be construed interchangeably as may be apprapriate in the context and circumstances to which such words apply. 22. ADDITiONAI TERMS AND CONDITIONS. (check one) a. ( � NONE OR b. {�/"}As set forth on the Fa�ade Imp�-ovement Agreemen#, attached hereto as "Exhibit B" which is incorporated by this reference. (Note: If neither a or b is checked,then aption "a" applies} NOTE-Page 4 23.THIS NOTE IS SECURED BY (✓) DEED OF TRU5T, ( � MORTGAGE, ( ) OF EVEN DATE. Maker (signatures� By Bv George Brethauer Monica Brethauer Member, Cortona LLC Member, Cortona LLC Maker's address for all natices given by Holder under this Note: 1Q232 53rd Avenue South Seattie, WA 9$17$ QO NOT OESTROY TNIS NC7TE WHEN PAID this original Note tagether with the Deed af Trust securing the same must be surrendered to the Trustee for cancellation and retention before any reconveyance can be processed. NOTE-Fage 5 EXHIBIT A DEED OF TRUST EXHIBIT B FA�ADE IMPROVEMENT AGREEMENT EXHIBIT C PERSONAL GUARANTEE PERSONAi.GUARANTEE THIS GUARANTEE dated this day of , ZO From: Gearge Brethauer and Monica Brethauer{The Guarantor) To: City af Renton of 1055 South Grady Way, Renton, WA 98057 (The Lender} Re: Cartana L�C af 10232 63`d Ave South, Seattle, WA 98178 (The Debtar) IN CONSIDERATION OF the Lender extending a loan of two hundred thousand dallars ($200,000) to the Debtor plus ather valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor personally guarantees the prampt, full and complete performance of any and all present and future duties, obligations and indebtedness (the "Debt") due to the Lender by the pebtor, up to a limit of $200,000, under the terms of the Promissory Note dated signed by Debtor (the "A�reement") and under the foliowing terms and conditians: 1. The Guarantor guarantees that Debtor will promptly pay the full amount of principal and interest of the Debt as and when the same will, in any manner, be ar becorrre due, either according to the terms and conditions provided by the Agreement or upon acceleratian of the payment under the Agreement by reason of a default; 2. The Guarantor agrees not to pledge, hypothecate, martgage, sell or otherwise transfer a!I or substantialfy a11 af Guarantor's assets without the priar written conser�t of the �ender; 3. To the extent permitted by law, the Guarantor waives all defenses, counterciaims or offsets that are legally available ta the Guarantor with respect to the payment of the Debt of Debtor; and 4. If Guarantor is married, Guarantor hereby expressiy agrees that Guarantor is acting on behalf of Guarantor's maritaf corr►munity, that this Guarantee benefits or is expected ta benefit the cammunity, and that recourse may be had against both Guarantor's separate property and community property. This Personal Guarantee shall be construed exclusively in accordance with, and gaverned by, the laws of the 5tate of Washington. Any dispute arising hereunder may only be brought within the King County Superior Court, State of Washington. This Personal Guarantee embodies the entire pramise of Guarantor to personally guarantee Debtor's Debt and supersedes all prior agreements and understand+ngs relating to the subject matter here, whether oral ar in writing. This Persanal Guarantee may not be assigned or transferred without a written document, signed by the Guarantor, Debtor, and lender, permitting such assignment or transfer. Dated this day of , 20 George Brethauer—Guarantor Manica Brethaue�—Guarantor EXHIBIT D DEED OF TRUST When recorded return to: City C(erk City of Renton 1055 Sauth Grady Way Renton, WA 98057-3232 DEED C?F TRUST � Assessor's Property Parcel/Tax Accaunt Number: 72315Q2210 Reference Number(s) of Documents assigned or released; N/A Grantor(s): Grantee(s): 1. Cortona LLC, a Washington Limited 1. City of Renton, a Washingtan Municipal Liability Company Corporation LEGAL DESCRIPTiON: (Abbreviated or full legal must go here. Additianal legal on Exhibit A) Ptn. Lots 11 & 12, Blk 25 Tawn of Renton Vo1 1 Pg 135 DEEp OF TRUST THIS DEED OF TRUST, made this day of , between Cortona LLC, a Washingtan corporatian/limited liability company, having its office at 10232 63�d Avenue Sauth, Seattle, WA 98178 ("Grantor"�, First American Titie Company, having its office at 818 Stewart Street, Suite 800, Seattle, WA 981Q2 {"Trustee"}, and the City af Rentan, a Washington munic'rpa{ corporation, t�aving its office at 1055 South Grady Way, Renton, Washington 98057("Beneficiary"). WITNESSETN: Grantor hereby bargains, selis, and conveys to Trustee in trust, with power of sale,the follawing described rea! praperty in King County, Washington: See Exhibit A, tegal Description,attached hereto and inearporated herein by thi�reference. King County Parcel Number: 72315Q2220, whith real property is not used principal{y for agricultural or farrr�ing purpases, tagether with all the tenements, hereditaments, and DEED OF TRUST-Page 1 appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents, issues, and profits thereof. This Deed of Trust is for the purpose of securing performance of each agreement of Grantor contained in this Deed of Trust, and payment of the sum of two hundred thousand dollars ($200,000) with interest, in accordance with the terms of a Promissory Note of even date herewith, payable to Beneficiary or order, and made by Grantor, and all renewals, modifications, and extensions thereof, and also such further sums as may be advanced or loaned by Beneficiary to Grantor, together with interest thereon at such rate as shall be agreed upon, and the performance of the covenants and agreements of the Grantor, which follow.The Promissory Note is described as follows: One Promissory Note, describing a Deferred Payment Loan in the principal amount of two hundred thousand dollars ($200,000). Upon default of any of the terms and conditions of the Note, interest will accrue at the rate of four percent (4%) per annum and the principal balance will become due and payable. DUE DATE: The date of total forgiveness shall be five years after the recordation of this Deed of Trust, estimated to be March 31, 2021, provided Grantor has paid all other sums, with interest, advanced to protect the security of this Deed of Trust, and complied with all covenants and agreements. A. To protect the security of this Deed of Trust, Grantor covenants and agrees: 1. To keep the property in good condition and repair; to permit no accumulation of debris, graffiti, or waste thereof; to take all actions necessary to maintain and ensure the neat and clean appearance of the surrounding streetscape area; to complete any building, structure, or improvement being built or about to be built thereon; to restore promptly any building, structure, or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the property. 2. To pay before delinquent all lawful taxes and assessments upon the property; to keep the property free and clear of all other charges, liens, or encumbrances impairing the security of this Deed of Trust. 3. To keep all buildings now or hereafter erected on the property described herein continuously insured against loss by fire or other hazards in an amount not less than the total debt secured by this Deed of Trust. All policies shall be held by the Beneficiary, and be in such companies as the Beneficiary may approve and have loss payable first to the Beneficiary, as its interest may appear, and then to the Grantor. The amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such DEED OF TRUST-Page 2 order as the Bene#iciary shall determine. Such application by the Beneficiary shafl not cause discontinuance of any proceedings to foreclose this Deed af Trust. In the event of foreciasure, all rights of the Grantor in insurance policies then in force shafl pass to the purchaser at the foreclasure sale. 4. Ta defend any action or praceeding purporting ta affect the security hereaf ar the rights or powers af Beneficiary or Trustee, and to pay ali costs and expenses, including cost af titie search and attarney's fees in a reasonabie amount, in any such action or proceeding, and in any suit brought by Beneficiary to foreclose this Deed af Trust. 5. To pay al) costs, fees, and expenses in connection with this Deed of Trust, including the expenses of the Trustee incurred in enforcing the abligation secured hereby and Trustee's and attorney`s fees actually incurred, as provided by statute. 6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances, or other charges against the praperty hereinabove described, Beneficiary may pay the same, and the amount so paid, with interest at the rate set farth in the note secured hereby, shall be added to and become a part of the debt secured in this Deed of Trust. 7. This Deed of Trust and Promissory IVote were executed and del'rvered to secure manies advanced ta the Grantor by the Beneficiary as or on account of a loan evidenced by the Promissory Note,for the p�arpose of rehabilitating the property. 8. DUE ON SALE: Tl�e property described in this security instrument may not be sald or transferred withaut the Beneficiary's consent. tlpon breach of this pravision, Beneficiary may declare all sums due under the note and €3eed of Trust immediately due and payable, unless prohibited by applicable law. 9. NO FURTNER ENCUMBRANCE5: As an express conditian of Beneficiary making the loan secur-ed by this Deed of Trust, Grantar sha#I nat further encumber, pledge, mortgage, hypothecate, place any(ien, charge or daim upon, or otherwise give as security the property ar any interest therein nor cause or aliaw by aperation of iaw the encumbrance af the Trust Estate ar any interest therein withaut the written consent of a Beneficiary even though such encumbrance may be junior to the encumbrance created by this Deed of Trust. Encumbrance of the property contrary to the provisions of this provision shall constitute a default and Beneficiary may, at Beneficiary's option, declare the entire balance of principa( and interest immediately due and payab�e, whether the same be created by Grantor ar an unaffiliated third party asserting a judgment lien, mechanic's ar materialmen's lien or any other type of encumbrance or titte defect. DEED QF TRUST-Page 3 B. IT IS MUTUALLY AGREED THAT: 1. In the event any portion of the property is taken or darnaged in an eminent domain proceeding, the entire amount of the award or such portion as may be necessary to fufly satisfy the obligation secured by this Deed of Trust shal( be paid ta Beneficiary ta be applied ta said abligation. 2. By accepting payment of any sum secured by this Deed af Trust after its due date, Beneficiary daes not waive its right ta require prompt payment when due of all other sums sa secured or to declare default for failure to so pay. 3. The Trustee shall ►-econvey, at the Grantor's sole expense, all ar any part of the property covered by this Deed of Trust to the person entitled thereto, on written request af the Grantor and the Beneficiary, ar upon satisfaction of the obligation secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4. Upan default by Grantar in the payment of any indebtedness secured by this Deed of Trust or in the performance of any agreement contained in this Deed of Trust, a!I sums secured hereby sha{I immediately become due and payable at the optson of the Beneficiary subjeet to any cure period pravided in the note secured by this Deed of 1'rust. In such event and upon written request of 8eneficiary, Trustee shali sell the trust praperty, in accordance with the �eed af Trust Act of the State of Washington, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: {1) to the expense of the sale, including a reasonable Trustee's fee and attarney's fee; {2} to the obligation secured by this Deed of Trust; and (3} the surplus, if any, shail be distributed to the persans entitled thereto. 5. Trustee shall deliver to the purchaser at the sale its deed, withaut warranty, which shaii convey ta the purchaser all right, tit(e and interest in the real and personal property which Grantor had or had the power to convey at the time of the execution of this Deed of Trust, and such as Grantor may have acquired thereafter. Trustee`s deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereaf in favor of bana fide purchaser and encumbrancers far value. 6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act af the State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust to be foreclosed as a mortgage. 7. In the event of the death, incapacity, disability, or resignation of Trustee, or at the discretion of the Beneficiary, Beneficiary may appoint in wr9ting a successor trustee, and upon tl�e recording of such appaintment in tne mortgage records of the county in which this DEED OF TRUST-Page 4 Deed of Trust is recorded, the successor trustee shall be vested with a(I powers of the originai trustee. The trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of an action or proceeding in which Grantar, Trustee, or Beneficiary shall be a party unless such actian ar proceeding is brought by the Trustee. 8. This Deed of Trust applies to, inures to the benefit of, and is binding not anly on the parties hereto, but on his/herjtheir heirs, devisees, legatees, administrators, executors, and assigns. The term Beneficiary shall mean the holder and owner of the note secured hereby, whether or nat named as Beneficiary herein. 9. ADpITIONAL TERMS AND C�NDITIONS: (check one} a. ( ) None b. (✓) As set farth on the Fa�ade Improvement Agreement, attached hereto as Exhibit B,which is incorporated by this reference. {Note: ff neither "a" nor"b" is checked,then option "a" applies.} DEED OF TRUST-Page 5 Grantar—Cortona LLC By By George Brethauer Manica Brethauer Member, Cortona LLC Member, Cortana LLC tLC/CURPL�R.;TE FOR�L'OF ACK,'iC7;'iCE�7�•"r?w AiT Notary Seal must be within STATE(?F � SS box �Ot1NTY OF ) an this day of , 20 , before me persanally appeared: to me known to be the of , and acknawiedged the said instrument ta be the free and voluntary act and deed of said iimited iiability companyJcorporation, far the uses and purposes therein mentioned, and each on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate sea( of said carporation. Notary Public in and far the State af Natary(Print) My appointment expires: Dated: DEED OF TRUST-Page 6 REQUEST F�R FUCI RECONVEYANCE-Do nat record. To be used anly when note has been paid. TiJ: TRUSTEE The undersigned is the legal owner and holder of the nate and all other indebtedness secured by the within Deed of Trust. Said note, together with all other indebtedness secured by said Deed of Trust, has been fully paid and satisfied; and yau are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note above mentioned, and all other evidences of indebtedness secured by said Deed af Trust delivered to you herewith, tagether with the said Deed af Trust, and to recanvey, without warranty, to the parties designated by the terms of said Deed o#Trust, all the estate now held by you thereunder. Dated: DEED QF TRU5T-Page 7 EXHIBIT A LEGAL DESCRIPTION Rea( property in the Caunty of King, State of Washington, described as follows: L07511 AND 12, BLOCK 25,TOWN OF RENTON,ACCORDING T(J TNE PLAT THEREOF RECORDED IN VQLUME 1 OF PLAT5, PAGE 135, RECORDS OF KING COUNTY,WA5HINGTON; EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO THE TOWN OF RENTON FOR ALLEY, BY DEED RECCIRdED UNDER RECORDING NUMBER 4332679. EXHIBIT B FA�ADE IMPROVEMENT AGREEMENT EXHIBIT E ARCHITECTURAL DRAWINGS ARCHITECTURAL DRAWINGS ARE ON FILE WITH THE CITY OF RENTON,FILE NO.CAG-15-220, FA�ADE IMPROVEMENT AGREEMENT,DATED NOVEMBER 15,2015 EXHIBIT F HUD LETTER 9QP��ENTpFyOG� U.S.Department a#Hcusing and Urban Devetcpmerst � �� * � Seattle Regionat Office } Seattle Federal Clffice Buiiding �� ! a�w Office of Community Planning&Development pe4N OEV��'�4 909 Frst Avenue,Suite 300 Seattie,WA 98iO4-1000 www.hnd.goviwashing#an.html August 14i GVl� Mr.Mark Ellerbrook Manager,Regional Hausing&Cammunity Development King County 4015th Avenue,Suike 510 Seattle,WA 981Q4-2377 Dear Mr. Ellerbraok: SUBJECT: Authority ta Use Grant Funds for Rentan Cartana Building Farade Impravements We have received the Request for Release af Funds and Certification submitted with your signature on July 29,2015. The activity listed on the enclosed Authority to Use Grants Funds (HiJD Form 7015.16)has received satisfactory environmental clearance. Enclosed is an Authority to Use Grant Funds for activities requiring a release of funds by HLTD under the Environmental Review Procedures at 24 CFR Part 58. You are hereby authorized to incur costs for the activity listed abave and on the enclosed form as of August 14,2015,provided there are no other conditions that must be removed or cleared. If yau have any questivns please call Cristina Yamamoto at(206} 220-5367. ' Sincerely, {,t'�►���� Jahn W. Peters Directar i�ffice of Community Planning and Development Enclosure AU�Ii4Cl�f#t} US� U.S.Qegartment o#Houstng and tlr6an Lievelapment ��,a�# F���� Office of Cornmunity Planning&Development ZO:(name 8 address of Grant Recipient&name 8 title of Chief Eacecutive Copy To:(narne 8 address of SubRecipient or Secondary Contact) O�car} Mark Eilerbrook, Manager �c��,g c��R�y 401 5th Avenue,Suite 510 Seattle,WA 98104-2377 V1Ie received your Request far Reiease of Funds and Certificatian,form ( August i4,2015 HUD-�Oi5.15 an Yaur Request was for NUDCState Iden#ificatian Number + 8-74-UC-53_pOpt f AI1 objectians,if received,tsave been considered.And the r-�inimum waiting period has#ranspired. Yau are here�y authorized to use funds provided to you under the above HllDiS#ate Identification Number. File this form for proper r2cord keeping,audit,and inspection purposes. Praiec#lActivitu: ftenton Cortoaa 6uilding Fa�ade Emprovet�ents (mproving e�eriar facades and other structural repairs. The estima#ed cost of the CQBG work is�244,040.00. l.ocatian. 724 S.3rd Street Renton WA 98057 . Typed Narne a1 Authorizing Signat�re of Au#harizing C7f#icer EHecdve Ralease Date: Officer: John W.Peters Director, �� �, August 14,2015 flffce of Cornmunity Pianninn and Development Action Number: 673 form HUO-70i5.�e{2tsa> ref.Handbook 8513.0 EXHIBIT G LOAN REIMBURSEMENT REQUEST FORM. EXNIBIT G LOAN REIMBURSEMENT REQUEST FORM City o`Ren�on 1055 5 Grady Way Attn:John Collum,6tn Floor Check if Final Invoice� Renton,�VA 98057 Projec[Name � R2questor(Payable to) � DUNS IName I CCR/CAGE# (Address I CCR Expiration II Request Num6er IPhone � Invoice Period Developer Portion This City Portion City Portion City Portion Total Original Totai Revised ToYal This Request This R2quest Cumulative Remaining 6udget Line It2m Budget Budget Request (SO%) (50%) to Date Balance I I I I I I I i I i I I I I I i I � I I I i I I I I I I I I I f I I I � I I l � I I i I i I i i l_ L_ I I I I I I I I I I I I � I I I I I I I I I I I I i I I I I I I I I I I I I i I I i i I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I � i I I I I I I I I Totatl I I I I I I I I, the undersigned, do hereby certify under penalty of perjury, that this is a true and correct ciaim for CDBG eligible costs incurred in compliance with appiica6le environmental mitigation measures. I understand that any false claims,statements,documents,or concealment of materiai fact may be prosecuted under applicable Federal and State laws. This certification includes any attachments which serve as supporting documentation to this request. Authorized Signature Date �Davis-Bacon Law-if applicahle,HCD Davis-Bacon Officer's signature is required. � Isthisafederailyfundedprojec[in I Yes ( No I Ifyes,eFf;formmust6esigned'oyHCDDavis-BaconOffice� � which Davis Bacon is applicable? ❑ ['j �Funding Sources: i I Source I PRO � ORG I EXP I TAS ' AWA � Budget I Invoice Total I YTD Amount I Balance � � � � � � � � � � � � � Total� � � ( IHCD Program/Project ManagerApprovai for Payment IDate I �