EXECUTIVE/COUNCIL APPROVAL FORM -~- --- Requested By --- ;},i,i1u1jl t/ /Ut-(~c~IJ:~A.N l\li::;e.,

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1 I LOG NUMBERS SGT. EXECUTIVECOUNCIL APPROVAL FORM DE 1 C \7, jf)j ( 1 J JcEo d{)o(v-f.t3<'8 I MANAGEMENT ROUTING: TO: COUNCIL CHAIRPERSON: EXECUTIVE Dave Somers SNOHOMISH COUNTY COUNCIL Susan Neel ----~----r- EXEC. DIRECTOR D IRE CT ORELECTED Mary Jane Brell V DEPARTMENT DIV. MGR. DIVISION DATE Human Services Jackie Anderson H&CS elicia Medlen~ DOCUMENT TYPE: BUDGET ACTION: Emergency Appropriation Supplemental Appropriation Budget Transfer X CONTRACT: X New Amendment EXECUTIVE RECOMMENDATION: Approve No Recommendation -~- Further Processing --- Requested By --- ;},i,i1u1jl t Ut-(~c~IJ:~A.N l\li::;e., ;t' \ ""tt, 1L,.. i;.~"'"},':'»-~"'~.,,? ~ ";!,~"",1;'=... E~ecutive Office Signature L~rL,AJ,,ve uld:;c,1#1 CEO Staff Review Received at Council Office DOCUMENT AGENDA TITLE: Chemical DependencyMental Health Program Fund Agreement for the City of Everett Low Barrier Housing Project "'' GRANT APPLICATION ORDINANCE Amendment to Ord. # PLAN OTHER APPROVAL AUTHORITY: EXECUTIVE COUNCIL X CITE BASIS sec (8) HANDLING: NORMAL EXPEDITE URGENT X DEADLINE DATE PURPOSE: Approve and authorize the Snohomish County Executive to execute a Chemical DependencyMental Health Program Fund Agreement for the City of Everett Low Barrier Housing Project BACKGROUND: The Human Services Department requests approval of an agreement with Catholic Housing Services to provide $.1,611,217 in funding from the CPMH Program Fund to support the capital development of the Everett Safe Streets.Supportive Rousing Project, Berkshire Housing, a low barrier supportive housing project in Sn0Aom1sh County. The project will serve aironically homeless persons in Snohomish County who have chemical dependency, mental health, andor co-occurring disorders. The requested approval would also authorize the County Executive to sign the Loan Agreement and sign any amendments to the Loan agreement which do not increase the RFCP award and which are consistent with Council Motion The Loan Agreement was developed pursuant to County Council Motion awarding $1,000,000 to the Everett Safe Streets Low Barrier Supportive Housing Capital Project (Berkshire Housing) and the CDMH Sales Tax Board's Recommendation for $611,247 in funding in July 2017 after the project was successful in the Spring 2017 CDMH NOi \., ()1 ( a ':IC "':>< t: f'w()'u.vtl~~llcrn 1 t d 2 1

2 FISCAL IMPLICATIONS: EXPEND: FUND, AGY, ORG, ACTY, OBJ, AU (CDMH Enhanced Services) $100, TOTAL $1,510,544 $1,611,247 I TOTAL $100,703 REVENUE: FUND, AGY, ORG, REV, SOURCE (CDMH Sales Tax) $100,703 $1,510,544 $1,611, TOTAL $1,510,544 $1,611,247 I TOTAL $100,703 DEPARTMENT FISCAL IMPACT NOTES: There is no impact to County general revenues as a result of this action. $1,510,544 $1,611,247 BUDGET REVIEW: Analyst Administrator CONTRACT INFORMATION: ORIGINAL X CONTRACT # HCS AMENDMENT CONTRACT # AMOUNT AMOUNT Recommend Approval $1,611,247 $ CONTRACT PERIOD: ORIGINAL Start Upon Signature End 40 Years from Date of First Occupancy AMENDMENT Start End CONTRACT PROJECT TITLE: Chemical DependencyMental Health Program Fund Agreement for the City of Everett Low Barrier Housing Project CONTRACTOR NAME & ADDRESS (CityState only): Catholic Housing Services, Seattle WA APPROVED: RISK MANAGEMENT Yes X No COMMENTS Certificate of insurance for Catholic Community Services approved by Risk Management on PROSECUTING ATTY -As TO FORM: OTHER DEPARTMENTAL REVIEW COMMENTS: ELECTRONIC ATTACHMENTS: z::::::e.: \ -<-t:>o {, l '9 P _ G:ECAF9eptQ4 RUR'l8R& 11csQ917;RFCP Awai dfrfofl Award_ECAF.doc X G:ECAFDeptQ4_RUFR0R6YOS,l.2917'fRf"BP-Awardmf='CP' Awl!!ll'd_Motion.doc X G:ECAFDeptJQ4_f:lumaA&V6612~F.CF!'.-~Schedule 1.docX NON-ELECTRONIC ATTACHMENTS: 2 Originals Low Barrier Housing Project CDMH Fund Agreement CCS COi :::2. f;., ~ ~ ~; _) 111.r1 7 ~ "ie, 2

3 TO: FROM: Brian Sullivan, Council Chair ~ Dave Somers, County Executive~;:", ~ Snohomish County Executive Office Dave Somers County Executive 3000 Rockefeller Avenue Everett, WA ( 425) SUBJECT: Everett Safe Streets Low Barrier Housing Project (Berkshire Housing} DATE: November 15, 2017 While we are complying with the Council's request for an interlocal agreement (ILA} with the City of Everett for the Everett Safe Streets Low Barrier Housing Project (Berkshire Housing), I strongly urge the Council to forego this unnecessary and lengthy process. In consultation with the Prosecutor's Office, it has been determined the most efficient course is to contract directly which Catholic Housing Services, the project developer, rather than awarding the funds to the City of Everett. This is consistent with past practice. It is common for public funders to enter into agreements directly with the affordable housing developer. This streamlines the timeframe for closing on projects with complex funding structures and provides the legal protections for the County's investment of public funds. There is no need for an ordinance or an ILA when no money is being transferred to the City. It is simply unnecessary. Because the funding was appropriated in the 2017 budget, the Council has the authority to release funds to the project via motion, which can be done in a matter of days rather than weeks, which an Ordinance and ILA would require. My office and Human Services are in full support of moving forward with the project. Any continued delay puts the project at grave risk. There are other funders that have put in a tremendous amount of time and effort to meet the closing deadline while working under the knowledge that the Council appropriated funding for this project a year ago. These funders need to be assured that the county's portion of the funding for this project can be in pl~ce no later than December 31, Otherwise, these funders may walk away from the project entirely or at the very minimum need to refresh all the underwriting and work done thus far in order to meet a later closing date. Delays increase the cost of the project, which increases the risk of it being cancelled. Council's actions on this project have impacts that far exceed this one project and could negatively affect how affordable housing developers perceive the County's credibility as a public funder and as a place to do business. Time is of the essence to prevent further delays and keep this project from falling apart. Utilizing Council's ability to release funds via a motion and authorizing the Human Services Department to execute the contract per the Chemical Dependency and Mental Health Fund contract execution process is the fastest way to meet the project's closing deadline. Legal counsel for both the County and Catholic Housing Services are finalizing the loan agreement. An ECAF, motion, and the agreement will be sent to Council for consideration as soon as the agreement is approved-asto-form. We stand ready to assist the Council in any way we can to ensure that this critically important project is a success.

4 SNOHOMISH COUNTY COUNCIL Snohomish County, Washington MOTION NO APPROVE AND AUTHORIZE THE SNOHOMISH COUNTY EXECUTIVE TO EXECUTE A CHEMICAL DEPENDENCYMENTAL HEALTH PROGRAM FUND AGREEMENT WITH CATHOLIC HOUSING SERVICES FOR THE CITY OF EVERETT LOW BARRIER HOUSING PROJECT WHEREAS, on December 3, 2008, the Snohomish County Council established a Sales and Use Tax (Ordinance ), adding a new Chapter 25 to the Title 4 SCC to provide for the operation or delivery of chemical dependency or mental health treatment and services and therapeutic court programs and services, as well as administration of the tax; and WHEREAS, in Snohomish County, the Sales and Use Tax is used to support new or expanded programs and services designed to reduce the incidence and severity of chemical dependency andor mental health disorders in adults and youth; reduce the number of individuals with chemical dependency andor mental health disorders using costly interventions such as hospitals, emergency rooms or jails; diversion of adults and youth with chemical dependency andor mental health disorders from initial or further involvement with the criminal justice system; support linkages with other county efforts; provide outreach to underserved populations; and provide culturally appropriate service delivery; and WHEREAS, by way of the Snohomish County Council s approval of Motion on April 27, 2016, the County Council found the City of Everett s concept paper as responsive to a Snohomish County Request for Concept Papers (RCFP) for a homeless pilot project for the acquisition, construction, andor rehabilitation of housing dedicated to homeless individuals in Snohomish County who have chemical dependency, mental health, andor co-occurring disorders and where the housing is coordinated with a chemical dependency or mental health treatment program or service and other services as appropriate; and WHEREAS, Motion included a requirement that an Interlocal Agreement be submitted to the County Council between the City of Everett and Snohomish County and within which specific conditions shall include 4(a) the award shall not exceed $1,000,000 from Snohomish County s CDMH Program Funds; 4(b) specific provisions shall be made to ensure that the Low Barrier Supportive Housing Capital Project shall not be limited to individuals from the City of Everett; 4(c) periodic reporting shall be provided to the Snohomish County Council regarding the use of the Low Barrier Supportive Housing Capital Project; and 4(d) the Interlocal Agreement shall state that Snohomish County shall not be responsible for operations and maintenance of the facility; and WHEREAS, the County Executive has submitted an Interlocal Agreement for the County Council s consideration, but has determined that Snohomish County entering into a Loan Agreement directly with Catholic Housing Services, the agency chosen by the City of Everett to develop the project, better protects the interests of Snohomish County and allows for more efficient monitoring of the project and the County Executive submitted said Loan Agreement as an alternative to the Interlocal Agreement for the County Council to consider; and WHEREAS, in developing said Loan Agreement, the specific conditions from Motion are incorporated as material components of said Loan Agreement as follows: 4(a) is Motion Approve and authorize the Snohomish County Executive to execute a Chemical DependencyMental Health Program Fund Agreement with Catholic Housing Services for the City of Everett Low Barrier Housing Project Page 1 of 2

5 addressed on page 5, 4(b) is addressed on page 7, 4(c) is addressed on pages 18-20, and 4 (d) is addressed on page 1 of Exhibit A in the Loan agreement; and WHEREAS, in July 2017, members of the Chemical DependencyMental Health Program Advisory Board have participated in an open process, administered by the Snohomish County Human Services Department, to identify programs and services to be supported by the Sales and Use Tax revenue; and WHEREAS, the Archdiocesan Housing Authority dba Catholic Housing Services of Western Washington (Agency) was a successful applicant in the 2017 funding round for CDMH Funds. The award total was not to exceed $611,247; and WHEREAS, the Project will be developed in collaboration with the Agency and Catholic Community Services of Western Washington with support from other housing and service providers; and WHEREAS, the Project site has been identified as the Evergreen Way Property near the intersection of Berkshire Drive and Evergreen Way, as depicted in the vicinity map attached hereto as Schedule 1; and WHEREAS, the Project award total of one million six hundred eleven thousand two hundred and forty-seven dollars ($1,611,247) shall be for development of a low barrier housing project in the City of Everett, but is not limited to serving only residents of the City of Everett; NOW, THEREFORE, ON MOTION, the Snohomish County Council approves and authorizes the following: Section 1. The County Council approves the low barrier housing project CDMH Fund Agreement between Snohomish County and Catholic Housing Services in the amount of $1,611, for a term of 40 years, substantially in the form attached hereto as Schedule 2, and authorizes the Snohomish County Executive to execute, on behalf of the County, the Agreement. Section 2. The County Council further authorizes the Snohomish County Executive to approve and execute amendments to the Agreement as long as such amendments do not increase the County Council s RFCP award amount of one million dollars. PASSED this day of, SNOHOMISH COUNTY COUNCIL Snohomish County, Washington ATTEST: Council Chair Asst. Clerk of the Council Motion Approve and authorize the Snohomish County Executive to execute a Chemical DependencyMental Health Program Fund Agreement with Catholic Housing Services for the City of Everett Low Barrier Housing Project Page 2 of 2

6 Vicinity Map Vicinity Map Schedule 1

7 CHEMICAL DEPENDENCY MENTAL HEALTH PROGRAM FUND LOAN AGREEMENT by and between SNOHOMISH COUNTY and ARCHDIOCESAN HOUSING AUTHORITY DBA CATHOLIC HOUSING SERVICES OF WESTERN WASHINGTON for EVERETT SAFE STEETS SUPPORTIVE HOUSING, BERKSHIRE HOUSING a LOW BARRIER SUPPORTIVE HOUSING CAPITAL PROJECT

8 Table of Contents Page RECITALS... 1 I. LOAN TERMS... 3 II. RESIDENT POPULATION OF THE PROJECT; SUBSIDY PROGRAMS... 6 III. TERM OF AGREEMENT... 7 IV. PAYMENT AND DISBURSEMENTS... 7 V. BUDGET REVISIONS... 8 VI. APPRAISAL OR ASSESSED VALUE... 8 VII. TITLE INSURANCE... 8 VIII. PROPERTY TAXES AND UTILITIES... 8 IX. MANAGEMENT OF THE PROJECT... 9 X. INSURANCE REQUIREMENTS XI. PROFESSIONAL SERVICES; CONSTRUCTION SERVICES; PROJECT SCHEDULE XII. ENVIRONMENTAL REVIEW XIII. RECORDS; REPORTING REQUIREMENTS; ANNUAL REPORTS XIV. AUDITS; INSPECTIONS XV. BREACH BY THE AGENCY; DEFAULT BY AGENCY; REMEDIES XVI. NONWAIVER OF BREACH XVII. GOVERNING LAW; VENUE STIPULATION XVIII. RELATIONSHIP OF THE PARTIES XIX. HOLD HARMLESS AND INDEMNIFICATION XX. SEVERABILITY i

9 XXI. NOTICES XXII. ENTIRE AGREEMENT; MODIFICATION XXIII. TIME OF THE ESSENCE Exhibits: EXHIBIT A: Project Description EXHIBIT B: Approved Contract Budget EXHIBIT C: Form of Promissory Note EXHIBIT D: Form of Deed of Trust EXHIBIT E: Form of Use Restriction Covenant Agreement EXHIBIT F: Form of Assignment Agreement Attachments: Attachment 1: Request for Reimbursement Form Attachment 2: Budget Revision Request Form ii

10 CHEMICAL DEPENDENCYMENTAL HEALTH PROGRAM FUND LOAN AGREEMENT THIS CHEMICAL DEPENDENCYMENTAL HEALTH PROGRAM LOAN AGREEMENT (THE LOAN AGREEMENT ) IS ENTERED INTO ON THIS DAY OF, 2018, BY AND BETWEEN SNOHOMISH COUNTY (THE COUNTY ), A POLITICAL SUBDIVISION OF THE STATE OF WASHINGTON, AND ARCHDIOCESAN HOUSING AUTHORITY, A WASHINGTON NON-PROFIT CORPORATION DBA CATHOLIC HOUSING SERVICES OF WESTERN WASHINGTON (THE AGENCY ), CONCERNING A LOW BARRIER SUPPORTIVE HOUSING PROJECT REFERRED TO AS EVERETT SAFE STREETS SUPPORTIVE HOUSING, BERKSHIRE HOUSING (THE PROJECT ). RECITALS WHEREAS, on December 3, 2008, the Snohomish County Council established a Sales and Use Tax (Ordinance , adding a new Chapter 25 to the Title 4 SCC) to provide for the operation or delivery of chemical dependency or mental health treatment and services and therapeutic court programs and services, as well as administration of the tax; and WHEREAS, in Snohomish County the Sales and Use Tax is used to support new or expanded programs and services designed to reduce the incidence and severity of chemical dependency andor mental health disorders in adults and youth; reduce the number of individuals with chemical dependency andor mental health disorders using costly interventions such as hospitals, emergency rooms or jails; diversion of adults and youth with chemical dependency andor mental health disorders from initial or further involvement with the criminal justice system; support linkages with other county efforts; provide outreach to underserved populations; and provide culturally appropriate service delivery; and WHEREAS, by way of the Snohomish County Council s approval of Motion on April 27, 2016, the County Council found the City of Everett s concept paper as responsive to a Snohomish County Request for Concept Papers (RCFP) for a homeless pilot project for the acquisition, construction, andor rehabilitation of housing dedicated to homeless individuals in Snohomish County who have chemical dependency, mental health, andor co-occurring disorders and where the housing is coordinated with a chemical dependency or mental health treatment program or service and other services as appropriate; and WHEREAS, Motion included a requirement that an Interlocal Agreement be submitted to the County Council between the City of Everett and Snohomish County and within which specific conditions shall include 4(a) the award shall not exceed $1,000,000 from Snohomish County s CDMH Program Funds; 4(b) specific provisions shall be made to ensure that the Low Barrier Supportive Housing Capital Project shall not be limited to individuals from the City of Everett; 4(c) periodic Loan Agreement Page 1 of 29

11 reporting shall be provided to the Snohomish County Council regarding the use of the Low Barrier Supportive Housing Capital Project; and 4(d) the Interlocal Agreement shall state that Snohomish County shall not be responsible for operations and maintenance of the facility; and WHEREAS, the County Executive has submitted an Interlocal Agreement for the County Council s consideration, but has determined that Snohomish County entering into a Loan Agreement directly with Catholic Housing Services, the agency chosen by the City of Everett to develop the project, better protects the interests of Snohomish County and allows for more efficient monitoring of the project and the County Executive submitted said Loan Agreement as an alternative to the Interlocal Agreement for the County Council to consider; and WHEREAS, in developing said Loan Agreement, the specific conditions from Motion are incorporated as material components of the Loan Agreement as follows: 4(a) is addressed on page 5, 4(b) is addressed on page 7, 4(c) is addressed on pages 18-20, and 4 (d) is addressed on page 1 of Exhibit A; and WHEREAS, in July of 2017 members of the Chemical DependencyMental Health Program Advisory Board participated in an open process, administered by the Snohomish County Human Services Department, to identify programs and services to be supported by the sales and use tax revenue; and WHEREAS, the Archdiocesan Housing Authority dba Catholic Housing Services of Western Washington was a successful applicant in the 2017 funding round for CDMH Program Funds. The award total was not to exceed $611,247; and WHEREAS, the Agency has established Berkshire Housing LLC (the Owner ) to be the tax credit entity that will own and operate the project, and will assume all the obligations under this Loan Agreement, and WHEREAS, the Agency will be awarded a total of one million six hundred eleven thousand two hundred and forty seven dollars ($1,611,247) from Snohomish County CDMH Program Funds to develop a low barrier housing project in the City of Everett, which is not limited to serving only residents of Everett, and WHEREAS, the Agency will be the Borrower of Snohomish County CDMH Program Funds. The Agency will subsequently assign its interest and obligations in this Loan Agreement and the Note described in Section B of this Loan Agreement, to Berkshire Housing LLC, a Washington Limited Liability Company, which will upon Assignment own and operate the Project in conformance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties agree as follows: Loan Agreement Page 2 of 29

12 I. LOAN TERMS A. The Loan The Agency is hereby provided an award in the form of a non-forgivable loan that bears 1% interest, not to exceed one million six hundred eleven thousand two hundred forty seven dollars ($1,611,247) (the loan ) in CDMH Program Funds for the full undertaking and performance of the Project as more fully described in Exhibit A, Project Description, to this Agreement, attached hereto and incorporated herein by this reference. Principle and interest payments shall be deferred. The Loan shall be due and payable 40 years from the date of issuance of a Certificate of Occupancy or March 1, 2059 whichever is later (the Loan Term ) as specified in Section III. B. Security for the Loan The Loan shall be evidenced by a non-recourse Promissory Note of the Agency in the form of Exhibit C attached hereto and incorporated herein by this reference. The Promissory Note shall be secured by a Deed of Trust, which the Agency shall cause the Owner to execute, in the form of Exhibit D attached hereto and incorporated herein by this reference (the Deed of Trust ). The Deed of Trust shall secure repayment of all funds provided under this Loan Agreement and shall be recorded against all of the Property constituting the Project. C. Assignment of Obligations Except as set forth herein, the Agency shall not assign any of its obligations under this Loan Agreement, but shall remain obligated at all times to perform according to the terms of this Loan Agreement. Notwithstanding any other provision of this Loan Agreement, the County consents to the assignment by the Agency of its rights and obligations under this Loan Agreement and the Promissory Note to the Owner pursuant to the terms and conditions of the Assignment, Assumption and Consent Agreement in the form of Exhibit F (the Assignment Agreement ). D. Project Restructuring, Transfer, or Change of Use 1. County Review. In the event of a proposed a restructuring of the project, which may include sale, refinancing, change of use, transfer of ownership interests andor the ownership of the Property, the Owner shall submit to the County for review and approval, such information as the County deems necessary to review and approve the proposed terms of the transaction, including the proposed ownership entity, and information sufficient to Loan Agreement Page 3 of 29

13 ensure the continued viability of the project for which the CDMH funding was provided, or such alternate plan acceptable to the County that provides on-going viability of the project for low income housing. Except as otherwise provided herein, County review and approval is required for such events, which may include, but are not limited to: a. Refinancing, or restructuring of existing financing, with or without a change of ownership; b. Sale or transfer of ownership or ownership interests; and c. Proposed change of use, including populations served. Notwithstanding the foregoing, County review and approval shall not be required for transfers of the investor member interests in Owner pursuant to the terms of the Amended and Restated Operating Agreement of Owner 2. For projects financed through the Low Income Housing Tax Credit (LIHTC) program the County shall review, and may consent, when such consent furthers the ongoing performance of the project supported by this Loan Agreement, and whose consent shall not be unreasonably withheld, the following Permitted Transfers for LIHTC projects, which may include: a. The removal of the managing member or general partner of Owner for cause in accordance with an Operating Agreement or Partnership Agreement; b. The transfer or sale of the Project or the investor member interests in Owner to a nonprofit corporation or public agency approved by County pursuant to the terms of a purchase option and right of first refusal agreement made in connection with the formation of Owner. E. Covenant Agreement; Priority Agreement The Agency shall cause the Owner to execute a Use Restriction Covenant Agreement in the form attached hereto as Exhibit E and incorporated herein by this reference (the Covenant Agreement ). The Covenant Agreement provides, among other things, that sixty five (65) units (the County-Assisted Units ) shall be operated exclusively as affordable permanent supportive housing for residents of Snohomish County as specified in Section II of this Agreement for forty (40) years from the date the first household occupies the Property. The Covenant Agreement also provides for an easement in gross to the County, its agents and employees to enter the Premises, subject to the rights of tenants under applicable landlordtenant law, during regular business hours on not less than forty eight hours notice to inspect the condition of the Property; to interview tenants of the County-Assisted Units and to verify income information and any other matters relevant to the Covenant Agreement; and to Loan Agreement Page 4 of 29

14 inspect and copy any documents maintained by the Agency or its agents relevant to the Covenant Agreement. The Agency shall cause the fully executed Priority Agreement to be recorded against the Property no later than the date on which there is placed on record against the Property the liens of any lenders other than the County. The Covenant Agreement shall remain prior and superior to any other liens, encumbrances, or financing instruments secured by or in any way associated with the Property that would otherwise have priority over the Covenant Agreement, including but not limited to any deed of trust, except as may be provided in a fully executed Priority and Subordination Agreement (the Priority Agreement ), in a form acceptable to the County, among the respective lenders and covenant beneficiaries in connection with the financing of the Project Except as otherwise provided herein, the Agency shall cause any subsequent mortgagee or lienholder on the Project to be approved in writing by the County and shall require such mortgagee or lienholder to agree to subordinate the lien of its security instruments, if any, to the Covenant Agreement. The covenants contained herein are to be taken and construed as covenants running with the land and shall pass to and be binding upon the Owner, its successors and assigns, heirs, grantees, or lessees of the Property, beginning on the date of this Covenant Agreement. F. The Project The Loan is provided to the Agency for the undertaking and performance of the Project as detailed in the, Exhibit A. The Loan may be amended from time to time in any manner described elsewhere in this Loan Agreement, so long as the same remains consistent with the object of Exhibit A. G. Project Budget Funding for this project comes from two separate awards of CDMH Program funds. An award not to exceed $1,000,000 dollars awarded by Snohomish County Council regarding a RFCP for a homeless pilot project and an award of $611,247 dollars by the CDMH Sales Tax Board during the 2017 Summer Affordable Housing NOFA. The total award for this project is $1,611,247. All funds provided to the Agency pursuant to this Loan Agreement may only be expended in accordance with the budget contained in Exhibit B attached hereto and incorporated herein by this reference (the Approved Contract Budget ), as may be amended pursuant to Section V hereof. The Agency shall manage the Project so that Project activity costs do not exceed the Project Budget. Further, the Agency shall pay all Project costs more than the authorized Loan amount. Loan Agreement Page 5 of 29

15 H. Public Information In all news releases and other public notices related to the Project funded under this Loan Agreement, the Agency shall include information identifying the source of funds as the Snohomish County Chemical DependencyMental Health Program Fund II. RESIDENT POPULATION OF THE PROJECT; UNIT AFFORDABILITY A. Beneficiaries 1. Except as other provided in Subsection B. below, from the date the first household occupies the Property and continuing for forty (40) years Sixty Five (65) housing units of the Project are considered to be County CDMH units and shall be occupied by chronically homeless individuals or families in which the head of household is chronically homeless and where the head of household or at least one member of the family has chemical dependency, mental health, andor co-occurring disorder, wherein chronically homeless shall have the meaning ascribed thereto under 24 CFR as now exists or as may hereafter be amended. Any changes to the resident population for this project must be approved by the County in writing. 2. Except as other provided in Subsection B. below, from the date of the issuance of the Certificate of Occupancy for the Project, and continuing for forty (40) years, all housing units in the Project shall operate exclusively as affordable permanent supportive housing. Above, wherein permanent supportive housing means permanent housing in which supportive services are provided to assist homeless persons with a mental health disorder, chemical dependency, or co-occurring disorders to live independently. The target population for the project may not be changed unless written approval is received from the County. 3. Households that are tenants of 33 of the 65 CDMH units shall not have incomes that exceed 30% Area Median Income ( AMI ), the remaining 32 units shall not have households whose income exceeds 50% AMI. The Agency shall verify and calculate the income of households assisted by application of the income limits set and revised periodically by the U.S. Department of Housing and Urban Development ( HUD ) based upon median incomes in the Seattle-Bellevue, WA HUD Metro Fair Market Rents ( FMR ) area and adjusted for household size. If at any time HUD no longer estimates median income, the income standard shall be based on a program selected by the County. The Owner shall verify Property residents income only in accordance with methods prescribed by or agreed to by the County. Loan Agreement Page 6 of 29

16 4. Assisted households shall not be limited to individuals and families from the City of Everett and shall be open to individuals and families from throughout Snohomish County selected through the Snohomish County Investing in Futures Coordinated Entry System or another referral process as approved by the County B. Rental Subsidy Programs Rental Subsidy. If the Project receives or is expected to receive, Federal Section 8 assistance or any other similar rental assistance, ( Rental Assistance ), should Agency s Rental Assistance eligibility or participation be reduced or terminated, Agency will make best efforts to continue to serve the target population, as described in Exhibit A of this Agreement. In the event of a decrease or termination of any Rental Assistance committed to the Project, the maximum household income levels and the rents charged for the units receiving such subsidies may be increased by an amount necessary to replace the reduction in or loss of such project-based subsidies to enable the Project to meet any Project lender or investor required coverage standards (Coverage Requirements ), provided that in no event may the incomes andor rents exceed those permitted under Internal Revenue Code section 42. The AgencyOwner must continue to apply for Rental Assistance as long as it is available and does not adversely affect any low income housing tax credits available to the Project. It is the responsibility of the Agency to notify the County or its designee in a timely manner of any termination or reduction in Rental Assistance and whether such termination or reduction results in the Project failing to meet any applicable debt service coverage or expense coverage requirements. In addition, in the event the County determines that rent increases pursuant to this paragraph would make retaining the originally targeted tenant population infeasible, the County would also allow changes, upon submission of a reasonable request, in the target population to the minimum extent necessary to accommodate the new rent levels. To the extent units are to be made available to homeless households, in the event of a decrease or termination of any Rental Subsidy, the Agency may rent one or more of the units serving homeless households, as such units become available through vacancies, to households that do not meet the eligibility criteria set forth in the Washington State Housing Finance Commission s policies its homeless set aside to the extent necessary so that Agency can operate the Property consistent with applicable Coverage Requirements. Loan Agreement Page 7 of 29

17 III. TERM OF AGREEMENT The term of this Agreement begins on the date of the execution and expires on March 1, 2059 or forty (40) years from the date the date of issuance of the Certificate of Occupancy whichever is later. This Agreement may be terminated by the County prior to its expiration date as provided in Section XV hereof. Following expiration or termination of this Agreement, the Agency s obligations to the County shall remain in full force and effect until all closeout requirements are completed. Closeout requirements comprise all actions required to demonstrate to the County s satisfaction that all terms and conditions of the Agreement have been fulfilled. IV. PAYMENT AND DISBURSEMENTS Disbursements pursuant to this Agreement shall be on a reimbursement basis, covering Project obligations for allowable costs incurred but not paid by the Agency or covering actual Project expenditures paid by the Agency. No payment shall be made for any expenditure made or service rendered unless the expenditure or service is expressly detailed within the approved Project Budget in Exhibit B and Project Description in Exhibit A. The Agency shall not bill the County, and the County shall not pay the Agency, if the Agency has charged or will charge the County or any other party under any other contract or agreement for the same expenditure or service. To receive reimbursement of expenditures, with the exception of construction retainage, the Agency shall submit written claims for reimbursement of expenditures in a format prescribed by the County, attached as Attachment A, with supporting documentation. The County will process claims after all supporting documentation is provided in correct and proper form. The County reserves the right to withhold payment for services required to be performed under this Agreement until required reports andor other documents required under this Agreement have been received. All disbursement under this Agreement shall be subject to audit and recovery of disallowed costs. V. BUDGET REVISIONS Any proposed revisions to the Project Budget line items to be paid with funds under this Agreement that exceed the greater of $20,000 or ten percent (10%) must be submitted in writing by the Agency, to the County, for approval. The Agency may not incur any expenditure or obligation against the revised Project Budget prior to receiving written approval by the County of revisions to the Project Budget for the Loan Agreement Page 8 of 29

18 use of County funds.. Notwithstanding the foregoing, no revisions to the Project Budget shall increase the Loan amount set forth in Section I-A. VI. APPRAISAL OR ASSESSED VALUE The County has reviewed the appraisal submitted in with the 2017 application. VII. TITLE INSURANCE A. Prior to the disbursement of funds under this Agreement, the Agency shall provide the County with an ALTA Extended Lender s title insurance policy on the Premises in an amount not less than the Loan amount of $1,611,247. B. Said title insurance policy shall show at the time of the execution of this Loan Agreement no liens, encumbrances, or financing instruments secured by or in any way associated with the Premises except: 1. Schedule B general exceptions listed on the title insurance policy; and 2. Any Schedule B special exceptions, if any, listed on the title insurance policy. VIII. PROPERTY TAXES AND UTILITIES The Agency agrees to pay before delinquency all taxes, assessments, and any other charges affecting the Premises when due, and all encumbrances, charges, and liens, with interest, on the Premises or any part, subject to the Agency s right to contest such taxes, assessments and other charges in good faith. During the term of this Agreement, the Agency shall pay all property taxes, if any and utility billings as they become due and payable and shall keep the Premises free and clear of any liens for unpaid property taxes, if any, and utility billings. IX. MANAGEMENT OF THE PROJECT A. In General The Agency agrees: 1. To keep the Premises in good condition and repair; 2. Not to remove or demolish any building on the Property; 3. To complete or restore promptly and in good and workmanlike manner any building on the Premises that may be constructed, damaged, or destroyed, Loan Agreement Page 9 of 29

19 and to pay when due all claims for labor performed and materials furnished therefor; 4. To comply with all laws affecting the Premises or requiring any alterations or improvements to be made; 5. Not to commit or permit waste thereof; 6. Not to commit, suffer, or permit any act upon the Property in violation of law; and 7. To do all other acts which from the character or use of the Premises may be reasonably necessary to preserve and conserve its value. B. Resident s Rights 1. Residents shall not be required to participate in service programs as a condition of occupancy. 2. Residents have a right to equal access and shall not be discriminated against based on age, ancestry, color, creed, marital status, familial status, national origin, political ideology, race, religion, sexual orientation, or the presence of a physical, mental or sensory disability or the use of a trained dog guide or service animal by a person with a disability. C. Lease and Occupancy Procedures The Agency shall establish reasonable rules of conduct and occupancy for the Project, which rules shall be consistent with state and federal law. The rules shall be in writing and shall be given to each resident. Each eligible applicant selected to occupy a unit shall enter into a written occupancy agreement or lease with the Agency, which agreement or lease shall contain those provisions as are required by this Agreement, Exhibit A, and state law. Leases governing the landlord-tenant relationship shall be subject to Washington law and this Agreement and Exhibit A. D. Employment Discrimination In providing employment in connection with the Project, the Agency shall not discriminate on the basis of race, creed, color, sexual orientation, national origin, sex, veteran status, families with children, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. Loan Agreement Page 10 of 29

20 X. INSURANCE REQUIREMENTS A. General Insurance Requirements By the date of execution of this Agreement, the Agency shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from, or regarding, the performance of work hereunder by the Agency, its agents, representatives, employees andor contractorsubcontractors. The Agency or contractorsubcontractor shall pay the costs of such insurance. The Agency shall furnish separate certificates of insurance and policy endorsements from each contractorsubcontractor as evidence of compliance with the insurance requirements of this Agreement. The Agency is responsible for ensuring compliance with all the insurance requirements stated herein. Failure by the Agency, its agents, employees, officers, contractorsubcontractors, providers andor provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Loan Agreement. Each insurance policy shall be written on an occurrence form; 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 Agency warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three years from the date of the Agreement termination, andor conversion from a claims made form to an occurrence coverage form. Nothing contained within these insurance requirements shall be deemed to limit the scope, application andor limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained in this provision shall affect andor alter the application of any other provision contained within this Agreement. B. Risk Assessment by Agency By requiring such minimum insurance, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Agency under this Agreement, nor shall such minimum limits be construed to limit the limits available under any insurance coverage obtained by the Agency. The Agency shall assess its own risks and, if it deems appropriate andor prudent, maintain greater limits andor broader coverage. Loan Agreement Page 11 of 29

21 C. Minimum Scope of Insurance Coverage shall be at least as broad as the following: 1. General Liability Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITIY. 2. Professional Liability, Errors and Omissions Coverage If services delivered pursuant to this Agreement either directly or indirectly involve or require professional services, Professional Liability, Errors and Omissions coverage shall be provided. Professional Services, for this Agreement section, shall mean any services provided by a licensed professional or those services that require a professional standard of care. 3. Automobile Liability Insurance Services Office form number (CA 00 01) covering BUSINESS AUTO COVERAGE, symbol 1 any auto ; or the appropriate coverage provided by symbols 2, 7, 8, or Workers Compensation Workers Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or Other States state law. 5. Stop GapEmployers Liability Coverage shall be at least as broad as the protection provided by the Workers Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the Stop Gap endorsement to the general liability policy. 6. Property Insurance Insurance Services Office form number (CP 00 10) covering BUILDING AND PERSONAL PROPERTY COVERAGE and Insurance Services Office form number (CP 10 30) CAUSES OF LOSS SPECIAL FORM or project appropriate equivalent. 8. Builder's RiskInstallation Floater The Agency shall cause the Owner to procure and maintain throughout the period of construction, or until acceptance of the project by the Owner, and concurred by Snohomish County, whichever is longer, All Risk Builders Risk Insurance at least as broad as ISO form number CP0020 (Builders Loan Agreement Page 12 of 29

22 Risk Coverage Form) with ISO form number CP0030 (Causes of Loss Special Form) including coverage for collapse, theft and property in transit. The coverage shall insure for direct physical loss to property of the entire construction project, for one hundred percent of the replacement value thereof. The policy shall be endorsed to cover the interests, as they may appear, of Snohomish County, County, and subcontractors of all tiers with Snohomish County listed as a loss payee. D. Minimum Limits of Insurance Capital Projects The Agency shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence by bodily injury, personal injury, and property damage; and for those policies with aggregate limits, a $2,000,000 aggregate limit. 2. Professional Liability, Errors, and Omissions: $1,000,000, Per Claim and in the Aggregate. 3. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage if the use of motor vehicles is contemplated. 4. Workers Compensation: Statutory requirements of the state of residency. 5. Stop Gap Employers Liability: $1,000, Property Insurance: One hundred percent replacement value of funded structure. E. Minimum Limits of Insurance Building Construction Period Prior to commencement of building construction and until construction is complete and approved by the County, the Agency 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 from, or in connection with the activities related to this Agreement. The County shall be named as additional insureds on liability policies except Workers Compensation and Professional Liability, and as Named Insureds on Builders Risk policies. The cost of such insurance shall be paid by the Agency andor any of the Agency s contractors subcontractors. The Agency shall maintain limits no less than the following: Loan Agreement Page 13 of 29

23 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Builder's Risk Insurance: One hundred percent replacement cost value. 5. Workers Compensation: Statutory requirements of the State of residency. 6. Stop Gap or Employers Liability Coverage: $1,000,000. F. Minimum Limits of Insurance Services Agreements: The Agency shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000,000. G. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by, the County. The deductible andor self-insured retention of the policies shall not apply to the Agency s liability to the County and shall be the sole responsibility of the Agency. H. Other Insurance Provisions The insurance policies required in this Loan Agreement are to contain, or be endorsed to contain, the following provisions: Loan Agreement Page 14 of 29

24 1. All Liability Policies except Professional and Workers Compensation. a. The County, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the AgencyContractor in connection with this Agreement. Such coverage shall include Products- Completed Operations. b. To the extent of the Agency scontractor s negligence, the Agency s Contractor s insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and agents. Any insurance andor self-insurance maintained by the County, its officers, officials, employees, or agents shall not contribute with the Agency s insurance or benefit the Agency in any way. c. The Agency s insurance shall apply separately to each insured against whom claim is made andor lawsuit is brought, except with respect to the limits of the insurer s liability. 2. Property Coverage Policies a. The County shall be added to all Property Coverage Policies as a loss payee as its interests may appear. b. The County shall be added as a Named Insured as their interests may appear to all Builders Risk policies. 3. All Policies Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid, until after 45 days prior written notice has been given to the County. I. Acceptability of Insurers Unless otherwise approved by the County, insurance is to be placed with insurers with a Bests rating of no less than A: VIII, or, if not rated with Bests, with minimum surpluses the equivalent of Bests surplus size VIII. Professional Liability, Errors, and Omissions insurance may be placed with insurers with a Bests rating of B+VII. Any exception must be approved by the County. If, at any time, the foregoing policies shall fail to meet the above requirements, the Agency shall, upon notice to that effect from the County, promptly obtain a Loan Agreement Page 15 of 29

25 new policy, and shall submit the same to the County, with appropriate certificates and endorsements, for approval. J. Verification of Coverage The Agency shall furnish the County with certificates of insurance and endorsements required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the County prior to the commencement of activities associated with the Agreement. The County reserves the right to require complete, certified copies of all required insurance policies at any time. K. Subcontractors The Agency shall cause all subcontractors to provide separate certificates of insurance and policy endorsements. Such subcontractor insurance shall include the County insurance requirements as applicable. If the Agency is relying on the insurance coverages provided by subcontractors as evidence of compliance with the insurance requirements of this Agreement, then such requirements and documentation shall be subject to all of the requirements stated herein. L. Municipal or State Agency Provisions If the Agency is a municipal corporation or an agency of the state of Washington and is self-insured for any of the above insurance requirements, a certification of self-insurance shall be provided for the self-insured requirements and attached hereto and be incorporated by reference and shall constitute compliance with this Section. If the certificate of self-insurance does not cover all mandatory requirements, the Agency shall provide separate certificates and endorsements that document coverage. XI. PROFESSIONAL SERVICES; CONSTRUCTION STANDARDS; PROJECT SCHEDULE A. Professional Services With regard to the capital improvements specified in Exhibit A under this Agreement, the Agency shall administer the Project in such a way as to ensure completion of the Project satisfactory to the County. The Agency shall use the services of a professional architect or engineer to perform Project design and administration of the Project construction contract, as may be required by the County. If required by the County, the Agency shall require that all Loan Agreement Page 16 of 29

26 architectural or engineering firms subcontracted for services certify that they are authorized to do business in the state of Washington and that they are in full compliance with the requirements of the Board of Professional Registration and with other applicable requirements under Washington state law. If required by the County, the Agency shall require, and shall cause the Owner to require, that all architectural or engineering firms be covered by errors and omissions insurance in an amount not less than $1,000,000. B. Construction Standards The Project shall be constructed in a good and workmanlike manner, free of deficiencies in work or materials and free and clear of liens, and shall be subject to review by the County. C. Project Schedule The Agency shall construct the Project in the time required by Section IX of Exhibit A (the Project Schedule ). This obligation shall be absolute and unconditional, unless a change in the schedule has been approved in advance in writing by the County. If, in the reasonable opinion of the County, the Agency fails to meet the Project Schedule, the County shall be entitled to exercise any or all of its remedies for breach pursuant to Section XV of this Agreement. D Procurement Standards To the extent applicable to the Agency, it shall comply with all applicable requirements of local and state law for awarding contracts including, but not limited to, procedures for competitive bidding, contractors bonds, and retained percentages. The Agency must establish policies and procedures for all purchases of nonexpendable property acquired with the proceeds of the Loan with an acquisition cost of more than $500. The procurement system should be in accordance with the Snohomish County Environmentally Preferable Purchasing and Product Utilization Policies and include, but is not limited to: 1. A code or standard of conduct that shall govern the performance of its officers, employees, andor agents engaged in the awarding of contracts using awarded funding. 2. Provisions that ensure all procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition. 3. Procedural requirements are as follows: Loan Agreement Page 17 of 29

27 a. A procedure to assure the avoidance of purchasing unnecessary or duplicative items; b. Solicitations based upon a clear and accurate description of the technical requirements of the procured items; c. Positive efforts to utilize small and minority owned businesses; d. A procuring instrument appropriate for the particular procurement and for promoting the best interest of the program involved; 4. Contracts made only with reasonable vendors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement; a. Some form of price or cost analysis performed in connection with every procurement action; and b. A system for contract administration to ensure vendor conformance with terms, conditions, and specifications of the contract and to ensure adequate and timely follow-up of all purchases. 5. Procurement records and files for purchases shall include: a. Evidence of vendor selection or rejection; b. The basis for the cost or price; and c. Justification for lack of competitive bids if not obtained. 6. With the exception of land acquisition, the Agency must obtain prior approval from the County to enter into sole source contracts or contracts where only one bid or proposal is received when the acquisition cost exceeds $5,000. Requests for prior approval must include a copy of the proposed contract(s) and any related procurement documents and justifications for noncompetitive procurement, if applicable. XII. ENVIRONMENTAL REVIEW The Agency retains responsibility for fulfilling the requirements of the State Environmental Policy Act (SEPA) and regulations and ordinances adopted thereunder. XIII. RECORDS; REPORTING REQUIREMENTS; ANNUAL REPORTS Loan Agreement Page 18 of 29

28 1. Records Records that demonstrate compliance with insurance requirements in Section X for duration of the Covenant Agreement period stated in Section III; Retention. The above records and all other financial records, supporting documents, statistical records and all other records pertinent to this Agreement shall be retained for a period of seven (7) years after close out or termination of this Agreement, except as follows: a. Records that are the subject of audit, litigation, claims, negotiations or other actions shall be retained until the completion of the actions and resolution of all issues or for seven (7) years, whichever occurs later; b. Records for non-expendable property shall be retained for seven (7) years after its final disposition; and c. Records for any displaced person shall be retained for seven (7) years after the person has received final payment. 2. Project Close Out ReportsSubmittals The Agency shall provide close out documentation required by this loan agreement and as may be required by the County, which may include, but is not limited to the following: evidence of required insurance coverages; copies of occupancy permits; architect s certificate of final completion; final lien releases from contractors in the full amount of the construction contract; affidavits that state prevailing wage have been paid, andor required Davis Bacon documentation, if applicable; copies of the general contractor s 1 year warranty; Capital Needs Assessment; copies of final executed property management agreements and final management plan, including affirmative marketing plan; electronic copies of all final executed financing documents (including any senior or subordinate loan documents that have been revised or amended after the Snohomish County loan closing); if a tax credit project, copies of the final executed OperatingPartnership Agreement and all exhibits; a final accounting of total project costs, including final sources and uses; and if available, cost certification audits, tax credit IRS Form 8609, and initial tenant rent rolls. 3. Quarterly Reports During the construction of the Project, Quarterly reports shall be due when requested by the County (but no sooner than thirty (30) days following the end of the subject quarter); shall cover the preceding three month period; shall indicate progress made in undertaking the Project; and shall provide such financial management information as is required by the County. Loan Agreement Page 19 of 29

29 4. Annual Reports The Agency shall file with the County, by June 30th of each year, a Combined Funders Annual Report, (WBARS Web Based Annual Reporting System), or such other form of annual report as the County may require, covering the preceding fiscal year, the first such report to be due on June 30th of the year following the project being placed in service (Issuance of a Certificate of Occupancy), and the last such report to be due ninety (90) days after the end of the fiscal year following the expiration or termination of this Agreement. The report shall contain such information as the County may then require, including, but not limited to, the following: a. A financial accounting of the fiscal condition of the Project, required whenever financial assistance is provided by the County. This financial accounting, which may include an audit, if so required by the County, shall include financial statements indicating surplus or deficits in operating accounts, a detailed itemized listing of income and expenses, and the amounts of any fiscal reserves, and others such information as may be required by the County to determine the financial condition and financial viability of the project. Such financial report shall be prepared in accordance with the requirements of the County and if an audit is required, the audit shall be certified by an independent certified public accountant licensed in the State of Washington or other accountant acceptable to the County; b. A description of any substantial physical defects in the Project, including a description of any major repair or maintenance work undertaken in the reporting year; and c. The occupancy of the Project, indicating: 1) Each tenant's annual income, family size and composition, race, length of tenancy, and actual monthly rent paid; 2) A rent roll to demonstrate that rents for the County Assisted units comply with the restricted AMI levels and comply with tenants paying no more than 30% of income for rent.; 3) Records demonstrating the Agency's efforts to comply with its Fair Housing Marketing and Equal Opportunity Plan; 4) The number of residents actually occupying the Project; 5) The number of assisted households earning at or below 30% of median income, between 30% and 50% of median income, between 50% and 60% of median income, and between 60% and 80% of median income; 6) General management performance, including tenant relations and other relevant information; Loan Agreement Page 20 of 29

30 7) A description of any fiscal or Program difficulties related to the operation of the Project consistent with the Program requirements; 8) Any Owner certifications required by the County to certify compliance with the terms of this Loan Agreement. 4. Other Reporting Requirements a. Each such report shall be subject to the approval of the County. b. The County may perform or cause to be performed audits of any and all phases of the Agency's activities related to the Project. At the County's request, the Agency shall provide, at its own expense, an audit of the Project certified by an independent certified public accountant. c. Tax Credit Projects If the project is financed by Low Income Housing Tax Credits, the Agency shall provide to the County a copy of the annual partnership or limited liability company annual audit. d. The County may request any other information that it deems necessary to monitor compliance with requirements set forth in this Loan Agreement. Such information shall be provided promptly by the Agency XIV. AUDITS; INSPECTIONS The Agency agrees that it and the Project are subject to audit by the County and to recovery for any audit exception which occurs due to its negligence or failure to comply with the terms of this Loan Agreement. At any time during the term of this Loan Agreement, upon reasonable prior notice to the Agency, the County or its designee may enter and inspect the physical premises of the Agency s office and inspect all accounting and other records pertaining to the Project, the Premises, and the Loan. Upon request by the County, the Agency shall notify tenants of the Project of upcoming inspections of their housing units or records in accordance with state law. The County may inspect the Project periodically to ensure the property is maintained in good condition and repair in compliance with this Loan Agreement. Inspections of housing units will be conducted in compliance with applicable landlord-tenant laws. XV. BREACH BY THE AGENCY; DEFAULT BY THE AGENCY; REMEDIES Loan Agreement Page 21 of 29

31 A. Curing of Monetary Default. If a monetary event of default occurs under the terms of the Loan Agreement, Deed of Trust, Use Restriction Covenant Agreement, or any other loan documents (collectively, the Loan Documents ), before exercising any remedies thereunder, County shall give the Agency written notice of such default at the notice address determined pursuant to Section XXI of this Agreement. The Agency shall have a period of ten (10) calendar days after such notice is given, or such longer period of time as may be specified in the Loan Documents, within which to cure the default before exercise of remedies by County under the Loan Documents. B. Curing of Nonmonetary Default. If a nonmonetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder, County shall give the Agency written notice of such default at the notice address determined pursuant to Section XXI of this Agreement. If the nonmonetary default is reasonably capable of being cured within thirty (30) calendar days, Agency shall have such period to effect a cure prior to exercise of remedies by County under the Loan Documents, or such longer period of time as may be specified in the Loan Documents. If the default is such that it is not reasonably capable of being cured within thirty (30) calendar days or such longer period if so specified, and if the Agency, in the reasonable determination of County, (i) initiates corrective action within said period and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the Agency shall have such additional time as County determines is reasonably necessary to cure the default prior to exercise of any remedies by County. In no event shall County be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or if the default is not cured within sixty (60) calendar days after the first notice of default is given, or such longer period of time as may be specified in the Loan Documents. C. The County also may, if it deems it appropriate: 1. Apply to any court, state or federal: a. For remedy for breach of contract; b. For specific performance of this Agreement; c. For an injunction against any violation by the Agency of this Agreement; d. For the appointment of a receiver to take over and operate the Project in accordance with the terms of this Agreement; or e. For such other and further relief as may be appropriate, it being agreed by the Agency that the injury to the County arising from a default under Loan Agreement Page 22 of 29

32 and of the terms of this Agreement would be irreparable and that it would be extremely difficult to ascertain the amount of compensation to the County which would afford adequate relief, in light of the purposes and policies of the CDMH Program. 2. As an alternative, the County may, in its sole discretion, submit the matter to arbitration. D. Any notice of default under any of the Loan Documents shall be provided simultaneously to the Agency, Owner and the Owner s Managing Member. Owner shall be responsible for providing the County with the name and address of such parties. If Owner fails to update the County with the name and address of such parties, any notice of default provided by the County shall be deemed sufficient if sent to the most recent name and address on file for each of the parties. The County shall accept or reject any tender of cure under any of the Loan Documents by Owner s Investor Member on the same terms as County would accept or reject such tender of cure by Agency. XVI. NONWAIVER OF BREACH The County's failure to insist upon strict performance of any of the terms of this Loan Agreement, or to exercise any rights or remedies herein, or its acceptance of any defective performance in any one or more instances, shall not be construed to be a waiver or relinquishment of any rights, and shall not prevent the County from pursuing that or any other right at any future time, unless stated in a writing signed by an authorized representative of the County and attached to the original Agreement. XVII. GOVERNING LAW; VENUE STIPULATION This Loan Agreement has been and shall be construed as having been entered into and delivered within the State of Washington, and it is mutually understood and agreed by each party hereto that this Loan Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance, and by applicable federal laws and regulations. Any action at law, suit in equity, or judicial proceeding for the enforcement of this Loan Agreement or any provision thereof shall be instituted and maintained only in any of the courts of competent jurisdiction at Everett in Snohomish County, Washington, unless the County determines a federal forum is appropriate to the issue raised. Loan Agreement Page 23 of 29

33 XVIII. RELATIONSHIP OF THE PARTIES The parties intend that an independent contractorcounty relationship will be created by this Loan Agreement. Except to the extent specific Agency performance is required by this Loan Agreement, the County is interested only in the results to be achieved and the implementation of services will lie solely with the Agency. No agent, officer, employee, servant, or representative of the Agency shall be deemed to be an officer, employee, agent, servant, or representative of the County for any purpose, and the employees of the Agency are not entitled to any of the benefits the County provides for County employees. The Agency will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, contractors and subcontractors during the performance of this Loan Agreement. Neither party shall have the power to bind or obligate the other party except as set forth in this Loan Agreement. No joint venture is being undertaken as a result of this Loan Agreement and the parties are not general partners. Nothing herein shall be construed as reserving to the County the right to control the Agency s business. XIX. HOLD HARMLESS AND INDEMNIFICATION The Agency shall defend, indemnify, protect and hold the County harmless from any and all claims, injuries, damages, losses, actions, costs, expenses, suits, judgments, or decrees arising out of or in any way resulting from the acts or omissions, performance or failure to perform this Loan Agreement by the Agency s officers, employees, agents, andor subcontractors, of all tiers, to the maximum extent permitted by law or as defined by RCW , now enacted or as hereinafter amended. It is further specifically and expressly understood that the indemnification as provided herein constitutes the Agency s waiver of immunity, as respects the County only, under the industrial insurance laws of the State of Washington, Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Loan Agreement. XX. SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is held by a court to be invalid or void, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall remain in full force and effect and shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statute or ordinance of the United States, the State of Washington, or the County, said Loan Agreement Page 24 of 29

34 provision which may conflict therewith shall be deemed modified to conform to such statutory provision. XXI. NOTICES Notices and other communications by and between the parties hereto shall be in writing. Acceptable written formats include: letters (signed and on Agency letterhead) mailed to the physical addresses listed below, with letter (signed and on Agency letterhead) as an attachment or with message content directly in the body of the . Physical addresses are as follows: COUNTY: Snohomish County Division of Housing and Community Services Attn: Division Manager 3000 Rockefeller Avenue, MS 305 Everett, WA AGENCY: Catholic Housing Services of Western Washington Attn: Director of Agency Operations rd Ave. South Seattle WA OWNER S INVESTOR MEMBER: With a copy to the Owner s investor member at: Key Community Development Corporation Mailcode: OH Public Square Cleveland, Ohio Attention: Asset Management Either the Agency or the County may change the address to which notices and other communications shall be sent, by notice to the other parties in the manner and with the effect set forth in this Section XXI. XXII. ENTIRE AGREEMENT; MODIFICATION This Loan Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Agreement may not be amended or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto. XXIII. TIME OF THE ESSENCE Loan Agreement Page 25 of 29

35 Time is of the essence in the performance of each party s obligations under this Loan Agreement. Each party will carry out its obligations under this Agreement diligently and in good faith. Loan Agreement Page 26 of 29

36 IN WITNESS WHEREOF, the parties have signed this Loan Agreement to be effective as of the date first above written. COUNTY: AGENCY: SNOHOMISH COUNTY, a political Archdiocesan Housing Authority a subdivision of the State of Washington Washington non-profit corporation, dba Catholic Housing Services of Western Washington By: Mary Jane Brell Vujovic, Director Human Services Department By: Chris Jowell, Director of Agency Operations Date: Date: APPROVED AS TO FORM ONLY: APPROVED AS TO FORM ONLY:, CountY. DPA \J Date: Z ; 21..) '), _..:, -1-,...L-1..f---"""-~-' , Attorney Date: Loan Agreement Page 27 of29

37 ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Director of Agency Operations of Catholic Housing Services of Western Washington, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument. SIGNED AND SWORN to (or affirmed) before me on By: Notary Public residing at: My appointment expires: (Print Name) Loan Agreement Page 28 of 29

38 ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Director of Human Services, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument. SIGNED AND SWORN to (or affirmed) before me on By: Notary Public residing at: My appointment expires: (Print Name) Loan Agreement Page 29 of 29

39 EXHIBIT A PROJECT DESCRIPTION LOW BARRIER SUPPORTIVE HOUSING CAPITAL PROJECT I. PROJECT DESCRIPTION a. The Agency shall develop a 65-unit low barrier supportive housing facility within the corporate limits of the City of on the site described in the legal description attached as Attachment A to provide permanent supportive housing for chronically homeless individuals and families in Snohomish County with chemical dependency, mental health, andor co-occurring disorders and where housing is a component of a coordinated chemical dependency or mental health treatment program. CDMH Program Funds provided by the County under this Agreement will be utilized by the Agency to contract with the Agency for the capital development of the Project and only for costs contained in Exhibit B. No funds provided under this Agreement shall be utilized for the operation or maintenance of the Project or for the provision of services for the Project. The County shall not be responsible for the operation or maintenance of the Project facility or for the provision of services for the Project. II. PROJECT CONFIGURATION a. The Project facility developed will be a four-story, 65-unit apartment building with common spaces and meeting rooms for use by the tenants. The facility will also have onsite staff and have supportive services offered to residents of the facility. Supportive services will be provided through an agreement between the Agency and service provider(s) throughout the region selected based on the types of supportive services residents need. The 65 housing units are expected to include 10 1-bedroom units and 55 studio units and will include units accessible to persons with disabilities. The building will have a secure entrance with access for tenants, professional staff and approved guests only and will be designed for 247 staffing. The common spaces and meeting rooms are expected to include a community kitchen, a shared laundry room, a computer room, and eight rooms for case management and on-site services. The facility will also include parking for staff, tenants, and guests, and common outdoor space. III. COUNTY CDMH-ASSISTED UNITS a. The County assisted CDMH units are as follows: UNIT BREAKDOWN County CDMH Assisted Units 65 TOTAL UNITS: 65 Exhibit A Page 1 of 8

40 IV. TARGET POPULATION AND UNIT AFFORDABILITY a. Target populations for the 65 CDMH units in this project are chronically homeless individuals with chemical dependency, mental health, andor cooccurring disorders. Household income for 33 of the 65 CDMH units shall not exceed 30% Area Median Income ( AMI ), the remaining 32 units shall not have household incomes that exceed 50% AMI. The table below shows the unit breakdown and AMI levels. Tenants shall be required to pay no more than 30% of their adjusted gross income toward rent and utilities. County UNITS - #, TYPE, AFFORDABILITY % of Median Income b. Except as otherwise provided in the Loan Agreement, the sixty five (65) County CDMH housing units in the Project shall be occupied by chronically homeless individuals or families in which the head of household is chronically homeless and where the head of household or at least one member of the family has a chemical dependency, mental health, andor co-occurring disorder, wherein chronically homeless shall have the meaning ascribed thereto under 24 CFR as now exists or as may hereafter be amended. Any changes to the resident population for this project must be submitted to the County in writing for approval. c. Except as otherwise provided in the Loan Agreement, all housing units in the Project shall operate exclusively as affordable permanent supportive housing. Household income for 33 of the 65 CDMH units shall not exceed 30% Area Median Income ( AMI ), the remaining 32 units shall not have household incomes that exceed 50% AMI. The Agency shall verify and calculate the income of households assisted by application of the income limits set and revised periodically by the U.S. Department of Housing and Urban Development ( HUD ) based upon median incomes in the household size. If at any time HUD no longer estimates median income, the income standard shall be based on a program selected by the County. The Owner shall verify Property residents income only in accordance with methods prescribed by or agreed to by the County. V. COORDINATED ENTRY SYSTEM SRO Beds Studio 1 BR 2 BR 3 BR 4 BR 5 BR Total Units Beds 30% % Other Mgr's Unit (unrestricted) TOTAL UNITS: 65 a. The Agency shall participate in, take referrals from, and fill Project vacancies Exhibit A Page 2 of 8

41 for all 65 housing units from the Snohomish County Investing in Futures (IIF) Coordinated Entry (CE) System or other referral process as approved by the County. The Agency and service provider shall comply with the Snohomish County Coordinated Entry Policies and Procedures or policies and procedures related to an alternative referral process approved by the County. VI. HOMELESS MANAGEMENT INFORMATION SYSTEM a. The Agency shall participate in the Snohomish County Homeless Management Information System ( Snohomish County HMIS ), which is administered by the County s Human Services Department. Snohomish County HMIS is an electronic database that collects data on homeless persons who receive outreach, homeless prevention and intervention services, emergency shelter, transitional housing, supportive services not linked with housing, and permanent housing, including rapid rehousing, permanent supportive housing, and other permanent housing. Participation shall include: Technical set up; Staff training; Development and adherence to an HMIS implementation schedule; Adherence to the requirements set forth in the Local HMIS Data Quality Plan, including timely data entry, internal monitoring of data quality, and timely correction of data; Adherence to the requirements set forth in the Snohomish County HMIS Policy and Procedures Manual; and Adherence to the requirements set forth in the Agency Partner Agreement and User Policy, Code of Ethics and Responsibility Statement executed by the Agency and the Agency s staff. VII. HOUSING INVENTORY COUNT AND POINT-IN-TIME COUNT a. The Agency shall participate in the Snohomish County Housing Inventory Count (HIC) and the Snohomish County Point-in-Time (PIT) Count. The Agency shall submit to the County such reports as the County requests pursuant to the requirements of federal, state, or local law. At a minimum, the Agency will submit, in a format prescribed by the County, the following: Housing Inventory Count (HIC); and Point-in-Time (PIT) Count, including active recruitment of volunteers and submittal of PIT project-specific data. VIII. MANAGEMENT a. The Agency shall develop the Project and provide property management directly for the Project. Agency shall be to be responsible for the operations, maintenance, and management of the facility and will operate the Project in Exhibit A Page 3 of 8

42 compliance with the terms of the Loan Agreement to provide affordable permanent supportive housing in good repair for the term of the Loan Agreement. The County will require the Agency to be responsible for all maintenance, repair, and management functions, including, without limitation, the following: selection of residents, occupancy standards, leasing, complaint and grievance process and proceedings, evictions, collection of rents and security deposits, routine and extraordinary repairs, and replacement of capital items. b. Management staffing will include persons able to effectively carryout the duties associated with being a full-time property manager, a business manager, and a full-time maintenance technician to enforce lease and house rules and to oversee the financial and physical needs of the property. c. The County will require the Agency to enter into an agreement with another agency, that agency will provide case management and residential support services to residents as more fully described in Sections IX and X of Exhibit A below. d. The County will require the Agency to staff the facility 24-hours a day to work with residents and neighbors to ensure the safety of everyone in the community and to build relationships with the community. IX. HOUSING FIRST APPROACH a. The County will require the Agency to utilize a low barrier and housing first approach. The Project will provide qualified individuals with permanent housing quickly with minimal preconditions or barriers to entry, such as behavioral contingencies. Once housed, case managers continue to work with tenants to coordinate voluntary supportive services, including CDMH treatment programs, counseling, and other services based on the tenants needs and self-determined goals. b. The criteria for acceptance into housing shall include only the eligibility criteria set forth in Section II of the Agreement. The Project shall not screen out applicants for having too little or no income, active or history of substance abuse, active or history of mental illness, active or history of co-occurring disorders, criminal record with exceptions for state-mandated restrictions, victim of domestic violence status (e.g. lack of protective order, period of separation from abuser, or law enforcement involvement), or active or history of housing evictions. Notwithstanding the foregoing, the Project may screen out applicants with a criminal record of arson, sex offenses or manufacturing of methamphetamine. c. The criteria for termination of residents shall not include failure to participate in supportive services, failure to make progress on a service plan, loss of income or failure to improve income, victim of domestic violence status, or any Exhibit A Page 4 of 8

43 other activity not covered in a lease agreement typically found in the local geographic area. d. The criteria for acceptance into and termination from the program is based on current best practices the Agency shall provide the County with a copy of their program policies and procedures related to their permanent supportive housing model. These policies and procedures should address how and under what circumstance a tenant would be removed from the program. X. SUPPORTIVE SERVICES a. The County will require the Agency to provide an adequate and appropriate level of supportive services to all tenants that are needed to serve homeless individuals and families who are currently receiving services through the public mental health system or the chemical dependency treatment system, who were recently engaged in these services, or who are in need of these services. If the Agency will not be providing services directly the Agency must provide the County with proof of an ongoing services agreement between the Agency and a service provider. An updated agreement shall be submitted to the County if there is a change in service provider. The Project will use a low barrier and housing first approach that is goal-oriented and that assists household to stabilize through housing placement, crisis intervention, problem identification and problem solving. The services will include the provision of on-site case management and coordination with appropriate chemical dependency andor mental health treatment programs and other supportive services to be provided on-site andor off-site, as appropriate to the individual needs of the residents. b. The Agency or service provider will provide access, to all residents, to on-site case management services to provide ongoing support to assist residents in maintaining their housing. Case management duties include assessing each resident s strengths and areas that require skill building, and helping residents to develop a support system and the skills necessary to identify, lessen, and remove barriers that keep them from working toward self-sufficiency and maintaining long-term housing. Case management services duties will also include coordinating and connecting residents with mental health care andor substance abuse treatment, clinical support, physical care, and other mainstream resources. c. Case management services offered will include the development of an Individualized Service Plan (ISP). The ISP, which will be developed jointly with the case management staff and the tenant, will include goal-oriented action steps with timelines for completion, and will be updated as goals are completed. All services will be tailored to fit the tenant s needs and to increase self-sufficiency. Services will be tenant-driven in order to meet the unique needs and strengths of each tenant and his or her own system of natural supports. Exhibit A Page 5 of 8

44 XI. PROJECT SCHEDULE Category Tasks Date Completed or Expected Complete Site Control Closing January 2018 Financing Financial underwriting January 2018 Financing Lender selection Financing AHAP Contract January 2018 Executed Financing Capital Finance Closing January 2018 Financing Permanent Financing Conversion Financing Subsidy Layering Review Complete DesignPermitting Preliminary drawings completed DesignPermitting Zoning approval DesignPermitting Site plan approval DesignPermitting Building permit application submitted DesignPermitting Building permits issued DesignPermitting Submit Evergreen Project Plan DesignPermitting Final Plans and Specs Completed Construction Selection of general contractor Construction Begin Construction January 2018 Construction Issued certificate of March 2019 occupancy Occupancy Selection of management entity Occupancy Selection of service providers Occupancy Begin lease-up March 2019 Occupancy 100% lease-up July 2019 Occupancy Placed in service - 1st March 2019 Building Exhibit A Page 6 of 8

45 Occupancy Evergreen Sustainable Development Standard Occupancy Manual Approval April 2019 Occupancy Projected First LIHTC 2019 Year Occupancy Service Funding Starts February 2019 Exhibit A Page 7 of 8

46 Attachment A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS: Will insert once available Exhibit A Page 8 of 8

47 EXHIBIT B CONTRACT BUDGET -COST REIMBURSEMENT [Chemical Dependency and Mental Health Sales Tax Program] AGENCY NAME: Archdiocesan Housing Authority dba Catholic Housing Services of Western Washington CONTRACT PERIOD: to. FUNDS AWARDED UNDER CONTRACT: REVENUE SOURCE FUNDING PERIOD AMOUNT AMENDMENT County Sales Tax (CDMH) TOTAL AMOUNT $ 1,611,247 1,611,247 TOTAL FUNDS AWARDED: $ 1,611,247 $ - $ $1,611,247 MATCHING RESOURCES: NA TOTAL MATCHING RESOURCES: $ - MATCH REQUIREMENTS FOR CONTRACT: % na AMOUNT: na OTHER PROGRAM RESOURCES (Identify): SOURCE FUNDING PERIOD AMOUNT Commerce $3,000,000 UHEE $950,000 LIHTC Equity $11,401,247 TOTAL OTHER RESOURCES: $ $15,351,247 Exhibit B Page 1 of 3

48 EXPENDITURES CATEGORY Commerce HTF (3,000,000) County Sales Tax 2016 (1,000,000) LIHTC Equity (11,401,247) UHEE (950,000) County Sales tax 2017 (611,247) Total Acquisition Costs: Closing, Title, & Recording $5,000 $5,000 SUBTOTAL $0 $0 $5,000 $0 $0 $5,000 Construction: New Building $2,679,425 $911,577 $5,944,477 $950,000 $541,800 $11,027,279 Construction Contingency (10%) $1,102,728 $1,102,728 Sales Taxes $60,320 $88,423 $851,456 $69,447 $1,069,646 Equipment and Furnishings $167,143 $167,143 Escalation Factor $66,247 $66,247 SUBTOTAL $2,739,745 $1,000,000 $8,132,051 $950,000 $611,247 $13,433,043 Soft Costs Buyer's Appraisal $15,000 $15,000 Market Study $7,000 $7,000 Architect $11,935 $642,065 $654,000 Engineering $120,000 $120,000 Environmental Assessment $15,000 $15,000 Geotechnical Study $2,309 $15,900 $18,209 Boundary & Topographic Survey $24,648 $24,648 Developer Fee $1,114,286 $1,114,286 Project Management Dev. Consultant Fees $25,000 $25,000 Other Consultants $50,000 $50,000 Soft Cost Contingency $50,000 $50,000 SUBTOTAL $14,244 $0 $2,078,899 $0 $0 $2,093,143 Pre-development bridge financing Loan Fees $20,000 $20,000 Loan Interest $30,000 $30,000 SUBTOTAL $0 $0 $50,000 $0 $0 $50,000 Financing Construction Loan Fees $34,155 $34,155 Construction Loan Legal $50,000 $50,000 Construction Period Interest $43,031 $43,031 Lease-up Period Interest $134,612 $134,612 Permanent Loan Fees $40,000 $10,000 $50,000 Permanent Loan Legal $20,000 $20,000 LIHTC Fees $106,786 $106,786 LIHTC Legal $50,000 $50,000 LIHTC Owners Title Policy $8,000 $10,000 $18,000 State HTF Fees $30,000 $30,000 Operating Reserves $275,000 $275,000 Replacement Reserves $24,500 $24,500 Services Reserve $132,213 $132,213 SUBTOTAL $78,000 $0 $890,297 $0 $0 $968,297 Other Development Costs: Real Estate Tax $10,000 $10,000 Insurance $50,000 $50,000 Bidding Costs $25,000 $25,000 Permits, Fees & Hookups $16,320 $100,000 $116,320 ImpactMitigation Fees $91,691 $91,691 Development Period Utilities $15,000 $15,000 Nonprofit Donation $25,000 $25,000 AccountingAudit $20,000 $20,000 MarketingLeasing Expenses $40,000 $40,000 Carrying Costs at Rent uplease Up Reserve $20,000 $20,000 SUBTOTAL $168,011 $0 $245,000 $0 $0 $413,011 TOTAL DEVELOPMENT COSTS $3,000,000 $1,000,000 $11,401,247 $950,000 $611,247 $16,962,494 Exhibit B Page 2 of 3

49 EXPENDITURE NARRATIVE Amount Category Narrative $5,000 Acquisition Costs Payment of closing and title recording costs $13,433,043 Construction Payments are applied toward the construction of the building $2,093,143 Soft Costs These payments will be applied to costs of a market study, architect, studies and surveys necessary prior to construction beginning $50,000 Pre-development bridge financing Payments are applied to loan interest payments $968,297 Financing Payment of loan and tax credit fees $413,011 Other Development Costs Payment of permit and utility hookup fees and costs incurred during bidding for contractors. Exhibit B Page 3 of 3

50 EXHIBIT C Form of Promissory Note 1. Promise to Pay. In consideration of the Loan provided by Snohomish County, a political subdivision of the State of Washington ( Holder ), Archdiocesan Housing Authority, a Washington non-profit corporation dba Catholic Housing Services of Western Washington ( Maker ), hereby promises to pay to the order of Holder, at such place as Holder may designate in writing, in lawful money of the United States of America, the principal sum of One Million Six hundred Eleven Thousand Two Hundred Forty Seven Dollars, plus interest as provided herein, on the terms and conditions set forth herein and in the Loan Agreement (the Loan ). 2. Payment of Principal and Interest; Non-Forgivable with 1% interest. Principal and interest, if any on this Note, shall be due March 1, 2059 or forty (40) years from the date of Issuance of the Certificate of Occupancy whichever is later, PROVIDED the Maker has fully complied with the provisions of this Note and the Loan Agreement. 3. Interest. 1% simple interest shall accrue annually beginning March 1, 2019 or the date of Issuance of the Certificate of Occupancy, whichever is later, on the unpaid principal balance, unless penalty interest is imposed pursuant to Section 5 of this Promissory Note. 4. Prepayment. Maker shall have the right to prepay this Note in full or in part at any time and from time to time without payment of a prepayment fee or penalty. 5. Default. This Note shall be in default (i) if payment is not made when due, and such default shall continue for a period of ten (10) days after any written notice to the Maker from Holder hereof specifying such default and requiring the same to be remedied; or (ii) should default be made in the observance or performance of any material covenants, terms, or provisions of the Loan Agreement, Deed of Trust, Use Restriction Covenant Agreement, or any other loan documents (collectively, the Loan Documents ), and such default continues after any notice from Holder hereof to Maker and the expiration of any period granted to Maker for curing such default as provided for in any such instrument in the event of such a default. Upon such a default the whole sum of principal hereunder shall become immediately due and payable according to the terms herein. As long as this Note is in default, then, at the option of the Holder, without prior notice, this Note shall bear interest at the rate of ten percent (10%) per annum. a. Curing of Monetary Default. If a monetary event of default occurs under the terms of any of the Loan Documents, before exercising any remedies thereunder, Holder shall give Maker written notice of such default. Maker shall have a period of ten (10) calendar days after such notice is given, or such longer period of time as may be Exhibit C Page 1 of 5

51 specified in the Loan Documents, within which to cure the default before exercise of remedies by Holder under this Note or the Loan Documents. A default in payment of any amount due hereunder may be cured only by payment in full of such amount plus the interest accrued from the date of default, as stated above, on the unpaid principal balance as of the date of default until the date of payment resulting from application of a default rate of interest as provided herein, if any, that may be due hereunder or under any instrument relating to or securing this Note, plus any attorneys fees incurred by the Holder by reason of such default. b. Curing of Nonmonetary Default. If a nonmonetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder, Holder shall give Maker written notice of such default. If the nonmonetary default is reasonably capable of being cured within thirty (30) calendar days, Maker shall have such period to effect a cure prior to exercise of remedies by Holder under the Loan Documents, or such longer period of time as may be specified in the Loan Documents. If the default is such that it is not reasonably capable of being cured within thirty (30) calendar days or such longer period if so specified, and if Maker, in the reasonable determination of Holder, (a) initiates corrective action within said period and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Maker shall have such additional time as Holder determines is reasonably necessary to cure the default prior to exercise of any remedies by Holder. In no event shall Holder be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or if the default is not cured within sixty (60) calendar days after the first notice of default is given, or such longer period of time as may be specified in the Loan Documents. c. Notice and Cure By Investor Member. Any notice of default shall be provided simultaneously to Maker and Key Community Development Corporation ( Investor Member ). Maker shall be responsible for providing the Holder with the name and address of such party. If Maker fails to update the Holder with the name and address of Investor Member, any notice of default provided by the Holder shall be deemed sufficient if sent to the most recent name and address on file for the Investor Member. Holder shall accept or reject any tender of cure by Maker s Investor Member on the same terms and conditions as Holder would accept or reject such tender of cure by Maker. 6. Nonwaiver. Failure to exercise any right the Holder may have or be entitled to in the event of any default hereunder shall not constitute a waiver of such right or any other right in the event of any subsequent default. 7. Waiver of Presentment. The Maker and all guarantors and endorsers hereof hereby severally waive presentment for payment, protests, and demand, notice of protest, demand, dishonor, and nonpayment of this Note, and consent that the Holder Exhibit C Page 2 of 5

52 hereof may extend the time of payment or otherwise modify the terms of payment of any part or the whole of the debt evidenced by this Note, by agreement between the Holder and Maker, and such consent shall not alter or diminish the liability of any person or the enforceability of this Note. Each and every party signing or endorsing this Note binds itself as a principal and not as a surety. This Note shall bind the undersigned and its successors and assigns, jointly and severally. 8. Security of Note. This Note is secured by a Deed of Trust (the Deed of Trust ) of even date herewith granted by the Berkshire Housing LLC, covering certain real property in Snohomish County, Washington, together with the buildings and improvements now or hereafter erected thereon (the Premises ). 9. Collection Costs. Maker agrees to pay all costs, including reasonable attorneys fees, incurred by Holder hereof in any suit, action, or appeal therefrom, or without suit, in connection with collection hereof, foreclosure of the Deed of Trust, or enforcement of any instrument securing payment hereof or otherwise relating to or securing this Note. 10. Maximum Interest. Neither this Note nor any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by any applicable usury statute or any other law (the Maximum Rate ). If this Note or any other such instrument does so provide, the provisions of this paragraph shall govern, and neither Maker nor any guarantors or endorsers of this Note nor their respective heirs, personal representatives, successors, or assigns shall be obligated to pay the amount of interest in excess of the Maximum Rate. In such event, the interest rate in excess of the Maximum Rate shall be reduced by appropriate credits to the balance owing at maturity hereunder so that the Maximum Rate shall not be exceeded. 12. Notice. Any demand or notice to be made or given by the Holder to Maker under the terms hereof or any instrument now or hereafter relating to or securing this Note shall be effective when delivered by registered mail, return receipt requested, postage prepaid, to the Maker. 13. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Washington and applicable federal law. 14. Nonrecourse. Notwithstanding any other provision hereof or of any other instrument relating to or securing this Note, the Maker, its successors and assigns and their respective members, officers, directors and employees shall not have any personal liability for the indebtedness evidenced hereby or any deficiency judgment, and upon the occurrence of a default or event of default hereunder, the Holder hereof shall look solely to the instruments by which this Note is secured and the Premises constituting the security, together with the rents, issues, and profits thereof, for satisfaction of the indebtedness, and resort shall not be made to any other property of the Maker; PROVIDED, HOWEVER, that nothing herein contained shall limit or be construed to limit Exhibit C Page 3 of 5

53 or impair the enforcement against said Premises of the rights and remedies of the Holder hereof, including the joinder of the Maker in any action to foreclose the liens and security interests securing this Note, and PROVIDED, FURTHER, that nothing herein shall diminish Maker s liability for damages or deficiencies resulting from theft, waste, fraud, material misrepresentation or misuse of rents. 15. Loan Agreement. This Note is subject to the terms and conditions of the Loan Agreement. Disbursement of the funds evidenced by this Note is to be made subject to the terms and conditions of said Loan Agreement. Capitalized terms used but not otherwise defined in this Note shall have the meanings ascribed to them in the Loan Agreement. 16. Casualty Loss or Condemnation. In the event of any fire or other casualty to the Project or eminent domain proceedings resulting in condemnation of the Project or any part thereof, Maker shall have the right to rebuild the Project, and to use all available insurance or condemnation proceeds therefor, PROVIDED, that (a) such proceeds are sufficient to keep the Loan in balance and rebuild the Project in a manner that provides adequate security to Holder for repayment of the Loan, or, if such proceeds are insufficient, then Maker shall have funded any deficiency; (b) Holder shall have the right to review and approve any plans and specifications for any major rebuilding; and (c) no material default then exists under the Loan Documents. If the casualty or condemnation affects only part of the Project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Loan in a manner that provides adequate security to Holder for repayment of the remaining balance of the Loan. MAKERS: ARCHDIOCESAN HOUSING AUTHORITY, a Washington non-profit corporation, dba Catholic Housing Services of Western Washington By: Date: Exhibit C Page 4 of 5

54 STATE OF WASHINGTON) ) ss. COUNTY OF ) ACKNOWLEDGEMENT I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Director of Agency Operations of Catholic Housing & Community Services of Western Washington, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument. SIGNED AND SWORN to (or affirmed) before me on By: Notary Public residing at: My appointment expires: (Print Name) Exhibit C Page 5 of 5

55 EXHIBIT D Form of Deed of Trust THIS DEED OF TRUST, made this day of, 2018, by and among Berkshire Housing LLC, a Washington limited liability company, ( GRANTOR ) whose address is ;, [insert name of trustee]( TRUSTEE ), whose address is ; and Snohomish County, a political subdivision of the State of Washington, ( BENEFICIARY or GRANTEE ), whose address is 3000 Rockefeller Avenue, MS 305, Everett, WA WITNESSETH: Grantor hereby bargains, sells and conveys to Trustee in Trust, with power of sale, the real property in Snohomish County, Washington described in Attachment A attached hereto and incorporated herein by this reference, which real property together with the improvements now or hereafter constructed thereon is not used principally for agricultural or farming purposes, together with all the tenements, hereditaments, and appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents, issues and profits thereof (the Property ). This Deed of Trust is for the purpose of securing performance of each agreement of Grantor contained herein and in the CHEMICAL DEPENDENCYMENTAL HEALTH PROGRAM LOAN AGREEMENT dated the day of, 2018 (the Loan Agreement ), entered into between the Beneficiary and Grantor (or the ( Agency ) in the amount of One Million Six hundred Eleven Thousand Two Hundred Forty Seven Dollars, ($1,611,247) with interest, in accordance with the terms of a promissory note of even date herewith (the Note ), payable to Beneficiary or order, and made by ARCHDIOCESAN HOUSING AUTHORITY DBA CATHOLIC HOUSING SERVICES OF WESTERN WASHINGTON and assumed by Grantor pursuant to the Assignment, Assumption and Consent Agreement of even date herewith, and all renewals, modifications and extensions thereof, and also such further sums as may be advanced or loaned by Beneficiary to Grantor, or any of their successors or assigns, together with interest thereon at such rate as shall be agreed upon. Capitalized terms used but not otherwise defined herein shall have those meanings ascribed to them in the Loan Agreement. To protect the security of this Deed of Trust, Grantor covenants and agrees: 1. To keep the Premises in good condition and repair; to commit or permit no waste thereof; to complete any building, structure or improvement being built or about to be built thereon; except as provided in the Loan Agreement, not to remove or demolish any building thereon; except as provided in the Loan Agreement, to restore promptly any building, structure or improvement thereon which may be damaged or destroyed; to pay when due all claims for labor performed and materials furnished therefor; not to commit, suffer, or permit any act upon the Exhibit D Page 1 of 9

56 Property in violation of law; and to do all other acts which from the character or use of the Property may be reasonably necessary to preserve and conserve its value. 2. To pay before delinquent all lawful taxes, assessments and any other charges upon or affecting the Property when due; and to keep the Property free and clear of all other charges, liens or encumbrances impairing the security of this Deed of Trust, subject to the Grantor s right to contest such taxes, assessments and other charges in good faith. 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 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 attorneys fees in a reasonable amount, in any such action or proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 5. 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 attorneys 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 default 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. IT IS MUTUALLY AGREED THAT: 1. Except as otherwise set forth in the Loan Agreement or the Note, 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 hereby shall be paid to Beneficiary to be applied to said obligation. Exhibit D Page 2 of 9

57 2. By accepting payment of any sum secured hereby 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 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 the occurrence of an event of default by Grantor in the payment of any indebtedness secured hereby ( Monetary Default ) or in the performance of any agreement contained herein ( Non-Monetary Default ) (after the expiration of any applicable cure period), all sums secured hereby shall at the option of the Beneficiary, immediately become due and payable in accordance with the Loan Agreement, the Note, this Deed of Trust, the Use Restriction Covenant Agreement, or any other documents entered into in conjunction with the Loan (collectively, the Loan Documents ). In such event and upon written request of Beneficiary, Trustee shall 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 attorneys 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. a. Curing of Monetary Default. If a monetary event of default occurs under the terms of any of the Loan Documents, before exercising any remedies thereunder, Grantee shall give Grantor written notice of such default and provide for a cure period of ten (10) calendar days after such notice is given, or such longer period of time as may be specified in the Loan Documents, within which to cure the default before exercise of remedies by Grantee under this Deed of Trust or the Loan Documents. b. Curing of Non-Monetary Default. If a non-monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder, Grantee shall give Grantor written notice of such default and provide for a cure period of thirty (30) calendar days after such notice is given, or such longer period of time as may be specified in the Loan Documents, within which to cure the default before exercise of remedies by Grantee under this Deed of Trust or the Loan Documents. If the default is such that it is not reasonably capable of being cured within thirty (30) calendar days or such longer period if so specified, and if Grantor, in the reasonable Exhibit D Page 3 of 9

58 determination of Grantee, (a) initiates corrective action within said period and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as Grantee determines is reasonably necessary to cure the default prior to exercise of any remedies by Grantee. In no event shall Grantee be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default. c. Notice and Cure By Investor Member. Any notice of default shall be provided simultaneously to Grantor and its investor member. Grantor shall be responsible for providing the Grantee with the name and address of such party. If Grantor fails to update the Grantee with the name and address of its investor member, any notice of default provided by the Grantee shall be deemed sufficient if sent to the most recent name and address on file for the investor member. The name and address of Investor Member is as follows: Key Community Development Corporation Mailcode: OH Public Square Cleveland, Ohio Attention: Asset Management d. Grantee shall accept or reject any tender of cure by Grantor s investor member on the same terms and conditions as Grantee would accept or reject such tender of cure by Grantor. 5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which Grantor had or had the power to convey at the time of its execution of this Deed of Trust, and such as it 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 purchasers 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, 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 is Exhibit D Page 4 of 9

59 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 any 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 and inures to the benefit of, and is binding not only on the parties hereto, but on 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. GRANTOR FURTHER AGREES: 1. Grantor will perform each and every obligation contained in the Loan Agreement and any amendments thereto. a. Grantor will charge rent to tenants of the Premises described herein according to the (i) Rent Restriction Provisions contained in the Loan Agreement and (ii) the Use Restriction Covenant Agreement attached as Exhibit E to the Loan Agreement and to be recorded against the Property. 2. Grantor will ensure that the County-Assisted Units will remain available to Extremely Low-Income persons pursuant to the terms of the foregoing Loan Agreement without regard to the term of any other deed of trust or the transfer of ownership, for not less than the term of this Deed of Trust, except that, upon foreclosure of the Property described herein by another lender or other transfer in lieu of such a foreclosure, the affordability period of this Deed of Trust shall be terminated if that foreclosure or other transfer recognizes any contractual or legal rights of public agencies, nonprofit sponsors, or others to take actions that would avoid the termination of extremely low-income affordability. However, the affordability restrictions of this Deed of Trust shall be revived according to the original terms set forth herein if, during the period hereunder, the owner of record before foreclosure under any other deed of trust or other transfer, or any entity that includes the former owner or those with whom the former owner has or had family business ties, obtains an ownership interest in the Property described herein. 3. If Grantor shall fail to perform any obligation hereunder and Beneficiary elects to perform the same and expends any monies therefor, such expenditure shall be deemed in addition to the amount secured by this Deed of Trust and be immediately due and payable in accordance with the loan documents. 4. If Grantor fails to make payment on the sum secured hereunder when due, or defaults under the terms of the foregoing Loan Agreement, the whole indebtedness secured thereby shall be due and payable in accordance with the loan documents and Beneficiary may proceed to foreclose this Deed of Trust. If Beneficiary shall Exhibit D Page 5 of 9

60 incur any costs and expenses, including reasonable attorneys fees and costs of any title reports, in connection with the performance of any of its rights hereunder including foreclosure, such costs and expenditures shall remain secured by this Deed of Trust and be immediately due and payable by Grantor. GRANTOR: BERKSHIRE HOUSING LLC, A Washington Limited Liability Company By: Managing Member By: Exhibit D Page 6 of 9

61 Attachment A LEGAL DESCRIPTION The land referred to herein below is situated in the County of Snohomish, State of Washington, and is described as follows: Will insert once available Exhibit D Page 7 of 9

62 ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of, Managing Member of Berkshire Housing LLC, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument. SIGNED AND SWORN to (or affirmed) before me on By: (Print Name) Notary Public residing at: My appointment expires: Exhibit D Page 8 of 9

63 TO: TRUSTEE. REQUEST FOR FULL RECONVEYANCE Do not record. To be used only when note has been paid. The undersigned is the legal owner and holder of the Note 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 you 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 of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all of the estate now held by you thereunder. Dated, 20. Exhibit D Page 9 of 9

64 EXHIBIT E Form of Use Restriction Covenant Agreement This Use Restriction Covenant Agreement (the Covenant Agreement ) by and between Snohomish County (the County ), A Political Subdivision Of The State Of Washington and Berkshire Housing LLC, a Washington limited liability company, (the Owner ), is part of the consideration for the financial assistance provided by the County pursuant to the Loan Agreement ( Loan Agreement ) entered into by and between the County and the Agency, dated, 2018, for the costs of acquisition, development, and construction of certain real property legally described on Attachment A attached hereto, together with all tenements, privileges, reversions, remainders, irrigation and water rights, and stock, oil and gas rights, royalties, minerals and mineral rights, hereditaments and appurtenances belonging or in any way pertaining to the Property, and the rents, issues, and profits thereof (the Property ). This Covenant Agreement will be filed and recorded in the official public land records of Snohomish County, Washington, and shall constitute a restriction upon the use of the Property described herein, subject to and in accordance with the terms of this Covenant Agreement, for a period of forty (40) years from the date of issuance of the Certificate of Occupancy or March 1, 2059 Whichever is later. The covenants contained herein are to be taken and construed as covenants running with the land and shall pass to and be binding upon the Agency, its successors and assigns, heirs, grantees, and lessees of the Property, beginning on the date of this Covenant Agreement. Each and every contract, deed, or other instrument covering or conveying the Property, or any portion thereof, shall be conclusively held to have been executed, delivered, and accepted subject to such covenants, regardless of whether such covenants are set forth in such contract, deed, or other instrument. This Covenant Agreement is intended to be co-existent with, and not cumulative of, any other tenant income restrictions in place upon the Property. NOW, THEREFORE, it is hereby covenanted as follows: 1. Sixty five (65) units in the Property shall be deemed County-Assisted Units, as that term is defined in the Loan Agreement. 2. From the date of the issuance of the Certificate of Occupancy continuing for forty (40) years thereafter or March 1, 2059, the Agency shall operate the County-Assisted Units in the Project exclusively as affordable housing for Low and Extremely Low-Income families, Household income for 33 of the 65 CDMH units shall not exceed 30% Area Median Income ( AMI ), the remaining 32 units shall not have household incomes that exceed 50% AMI. AMI is based on the annual median income for the Seattle-Bellevue metropolitan statistical area, adjusted for household size, as estimated from time to time by the U.S. Exhibit E Page 1 of 5

65 Department of Housing and Urban Development ( HUD ), provided. However, that the income of new tenants subsequent to the date of the Final Inspection shall meet the gross annual household income standard as of the date of their initial occupancy. If at any time HUD no longer estimates median income, the income standard shall be based on a program selected by the County. 3. The Owner shall annually verify the income of tenants occupying the County- Assisted Units only in accordance with methods prescribed by, or agreed to by, the County. The Agency shall be responsible for using the current annually adjusted income limits, which the County shall make available to the Agency upon written request. 4. The Owner will make annual certifications to the County in such form and on such dates as the County may require, and with such accompanying documentation as the County may require, that it is in compliance with this Covenant Agreement. 5. The Owner will provide safe and sanitary housing and will comply with all state and local housing codes, nondiscrimination laws, licensing requirements, and other requirements regarding the Property, the condition of the structures constituting the Premises, and the operation of rental housing in the jurisdiction in which the housing is located. 6. The Owner hereby irrevocably grants an easement in gross to the County and its agents and employees, for the duration of this Covenant Agreement, to enter the Property at any time during regular business hours on not less than forty eight hours notice, subject to the rights of residential tenants, to inspect the condition of the Property, to interview tenants of the County-Assisted Units and verify income information and any other matters relevant to this Covenant Agreement, and to inspect and copy any documents maintained by Agency or its agents relevant to this Covenant Agreement. 7. If a violation of one or more of the foregoing covenants occurs, and such occurrence remains uncorrected for a period of thirty (30) calendar days or more after Agency s receipt of written notice of such violation from the County, the County may institute and prosecute any proceedings at law or in equity to abate, prevent, or enjoin any such violation, to compel specific performance of this Covenant Agreement, andor to recover monetary damages, restitution, and costs and attorneys fees incurred in enforcing this Covenant Agreement. No delay in enforcing the provisions hereof as to any violation shall impair, damage, or waive the right of the County to enforce the provisions hereof or to obtain relief against or recovery for the continuation or repetition of such violation or any similar violation at any later time. 8. Nothing in this Covenant Agreement shall be construed to impose on the County any obligation or liability not expressly provided herein. This Covenant Agreement is not intended to create any duty on the part of the County to any tenant or occupant of the Property, nor to confer on any tenant or occupant of Exhibit E Page 2 of 5

66 the Property or any other person any right or claim against the County, or its agents or employees, in the event of any action or failure to act by the County. 9. From the date of issuance of the Certificate of Occupancy the Property and continuing for forty (40) years thereafter, the Agency shall operate the 65 County-Assisted Units in the Project exclusively as affordable housing for homeless or formerly homeless households. 10. From the date of issuance of the Certificate of Occupancy the Property and continuing for forty (40) years thereafter or March 1, 2059 whichever is later, the Owner shall operate the 65 CDMHSales Tax-Assisted Units in the Project exclusively as affordable housing for households with one member who has been diagnosed with either a mental illness or substance abuse issue. IN WITNESS HEREOF, the Owner has executed this Covenant Agreement on the day of, OWNER: BERKSHIRE HOUSING LLC, a Washington limited liability company, BY:, Managing Member By: Date: Exhibit E Page 3 of 5

67 Attachment A LEGAL DESCRIPTION The land referred to herein below is situated in the County of Snohomish, State of Washington, and is described as follows: Will insert once available Exhibit E Page 4 of 5

68 ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of, Managing Member of Berkshire Housing LLC, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument. SIGNED AND SWORN to (or affirmed) before me on By: Notary Public residing at: My appointment expires: (Print Name) Exhibit E Page 5 of 5

69 EXHIBIT F Form of Assignment and Assumption Consent Agreement BERKSHIRE HOUSING ASSIGNOR: ARCHDIOCESAN HOUSING AUTHORITY, dba Catholic Housing Services of Western Washington, a Washington non-profit corporation ASSIGNEE: LENDER: LEGAL DESCRIPTION: TAX PARCEL NUMBER: BERKSHIRE HOUSING LLC, a Washington limited liability company corporation SNOHOMISH COUNTY, a political subdivision of the State of Washington SEC 06 TWP 28 RGE 05RT-23) BEG NE COR NW14 SE14 TH S 858FTTH W FT TH N 858FT TH E FTTO POB LESS TR.14 AC ON W SD & LESS TR.68 AC IN NE COR SUBJ TO ESE- PUD 1 (Additional Legal Description on Attachment 1) Exhibit F Page 1 of 12

70 ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT ( Assignment Agreement ) is entered into as of the day of, 2018, by and among, ARCHDIOCESAN HOUSING AUTHORITY, a Washington non-profit corporation, dba CATHOLIC HOUSING SERVICES OF WESTERN WASHINGTON, with its principal offices at, (hereinafter, Assignor ), BERKSHIRE HOUSING LLC, a Washington limited liability company,, whose Managing Member is Archdiocesan Housing Authority, dba Catholic Housing Services of Western Washington, a Washington non-profit corporation, with its principal offices at, (hereinafter, Assignee ), and Snohomish County, a political subdivision of the State of Washington, whose address is 3000 Rockefeller Avenue, MS 305, Everett, WA (hereinafter, Lender ). WHEREAS, Assignor and Lender entered into that certain Loan Agreement dated (the Loan Agreement ), pursuant to which Lender agreed to loan one million six hundred eleven thousand two hundred forty seven dollars ($1,611,247) to Assignor (the County Loan ), in connection with the construction or rehabilitation of the property known as Berkshire Housing, located in Everett, Snohomish County, Washington (the Project ), and legally described on Attachment 1, attached hereto and incorporated herein by reference (including all improvements thereon) (the Property ); and WHEREAS, to evidence the County Loan, Assignor executed that certain Promissory Note (the Note ) made to the order of the Lender for the sum of One Million Six Hundred Eleven Thousand Two Hundred and Forty Seven Dollars ($1,611,247), as part of the terms of Loan Agreement; and WHEREAS, to secure payment of the Note, Assignor caused Assignee to execute that certain Deed of Trust ( Deed of Trust ) dated and recorded under Snohomish County Auditor s File No. naming Lender as the Beneficiary; and WHEREAS, to secure the terms of the County Loan, Assignor caused Assignee to execute that certain Use Restriction Covenant Agreement ( Use Covenant Agreement ) dated and recorded under Snohomish County Auditor s File No. naming Lender as the Beneficiary; and WHEREAS, Assignor now wishes to assign to Assignee and to have Assignee assume all of Assignor s obligations under the Loan Agreement, the Note, the Deed of Trust and the Covenant Agreement, (collectively, the County Loan Documents ), and Assignee is willing to assume all of said obligations of Assignor thereunder, including the Note; and WHEREAS, Assignor seeks the consent of Lender to the assignment to and assumption of the Loan Agreement and the Note by Assignee as set forth herein, and Lender is willing to grant such consent on the terms and conditions set forth herein; NOW, THEREFORE, for good and valuable consideration, including Assignee s grant of a Deed of Trust and execution of an Use Restriction Covenant Agreement, both of which shall be recorded and become a lien upon Assignee s property, the receipt and sufficiency of which are Exhibit F Page 2 of 12

71 hereby acknowledged, the parties agree that the following covenants, terms, and conditions shall be part of and supplement the Loan Agreement. 1. Defined Terms. All capitalized terms defined in the Loan Agreement and used herein shall have such defined meanings when used herein unless the context otherwise clearly requires. 2. Relationship of the Parties. The parties expressly acknowledge and declare that the relationship between Assignor and Lender is a debtorcreditor relationship. Furthermore, the parties expressly acknowledge and declare that the subject of the Loan Agreement is a loan of funds (the Loan ) for a specified purpose and such Loan Agreement does not constitute or create a joint venture or a partnership with respect to Lender. Such Loan does not constitute convertible debt and does not give Lender any rights to participate in the management of or profit from the Project, Assignor, or Assignee, except for certain limited rights Lender has under the Loan Agreement and the Note solely in its capacity as a creditor. 3. Nonrecourse Loan. The Loan is a nonrecourse obligation of Assignor and will be a nonrecourse obligation of Assignee. Neither Assignee, nor its manager or any of its members, nor any other party shall have any personal liability for repayment of the Loan. The sole recourse of Lender under the Loan Agreement for repayment of the Loan shall be the exercise of its rights against the Property and the related security thereunder. 4. Assignment and Assumption. (a) Assignor hereby sells, transfers, assigns, grants, and conveys to Assignee all of its right, title, and beneficial interest existing as of this date in and under the Loan Agreement. (b) Assignee hereby expressly assumes and agrees to make punctual payment when due (whether on the stated dates, by acceleration, or otherwise) of (i) the principal of and interest on the Note, and (ii) all other payment obligations of Assignor under the Loan Agreement, subject to the nonrecourse provisions therein. (c) Assignee hereby expressly assumes and agrees to perform, observe, and confirm all the covenants, agreements, terms, conditions, obligations, duties, and liabilities of Assignor under the Loan Agreement and all other documents and instruments executed and delivered or furnished by Assignor in connection therewith. (d) From and after the effective date of this Assignment Agreement, any references in the County Loan Documents to Agency, borrower, grantor or owner shall be understood to mean Assignee. The address for notices to the Assignee shall be the address shown on the first page of this Assignment Agreement, until changed by written notice to the Lender under the County Loan Documents (provided that the investor member s notice address will remain as set forth under the Loan Agreement). (e) Lender hereby releases and forever discharges Assignor from all liabilities and obligations concerning said County Loan Documents arising subsequent to the date of this Assignment Agreement and agrees to look solely to Assignee for satisfaction of all such payments, liabilities and obligations under the County Loan Documents; provided however, that this release and discharge shall have no effect if it is Exhibit F Page 3 of 12

72 subsequently alleged that the Assignor engaged in fraud or misrepresentation that had the effect of harming the interests of the Lender or its CDMH program. 1. Representations and Warranties of Assignee. In order to induce the Lender to continue the Loan Agreement and to consent to the assignment and assumption provided for herein, Assignee hereby represents to Lender that: (a) Assignee is a limited liability company duly organized and validly existing under the laws of the State of Washington. (b) Assignee has the full right, power, and authority to conduct all of the activities which are now conducted by it or proposed to be conducted by it in connection with the Project and as contemplated by the Loan Agreement; to execute, deliver, and perform this Assignment Agreement; and to assume the obligations of Assignor and to fulfill its duties under the Loan Agreement. (c) There is no action, suit, or proceeding or any investigation pending or, to the best of Assignee s knowledge after due inquiry, threatened against or affecting Assignee at law or in equity in any court or by any federal, state, municipal, or other government authority, department, commission, board, agency, or other governmental instrumentality which is likely to have an adverse effect on Assignee s ability to undertake the Project or to assume the obligations and fulfill the duties of Assignor under the Loan Agreement. (d) The Assignee is not in default or alleged to be in default with respect to any judgment, order, writ, injunction, or decree or in breach or alleged to be in breach or default under any material lease, contract, agreement, commitment, instrument, or obligation to which it is a party or by which it or its property is bound; and to the best of Assignee s knowledge after due inquiry, there is no state of facts which is likely to create or cause a default or breach under any such material lease, contract, agreement, commitment, instrument, or obligation. (e) To the best of Assignee s knowledge after due inquiry, Assignee has complied in all material respects with all federal, state, and local laws, regulations, and orders applicable to the ownership of its properties and the conduct of its operations. Assignee has taken all action necessary to authorize the execution and delivery of this Assignment Agreement, and this Assignment Agreement is a valid and binding obligation of Assignee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other law and equity principles applied for the relief of debtors heretofore or hereafter enacted, to the extent that the same may be constitutionally applied. Neither the execution and delivery of this Assignment Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or breach of any provision of any contract or other instrument to which Assignee is a party, or by which its property is bound, or any constitutional provision, statute, or ordinance, or any order, writ, injunction, decree, rule, or regulation of any court or regulatory agency. No consent, order, authorization, or other approval of any governmental body or agency is required in order for Assignee to execute, deliver, and perform its obligations under this Assignment Agreement. Exhibit F Page 4 of 12

73 (e) The representations and warranties of Assignee in the County Loan Documents, as applied to Assignee (to the extent such representations and warranties are applicable to Assignee), are true and correct in all material respects as of the date hereof. (f) To the best of Assignee s knowledge after due inquiry, no event of default under the County Loan Documents, or event which with notice or the passage of time would constitute such an event of default, has occurred and is continuing. (g) Assignee has delivered to Lender for Lender s review and approval all material contracts relating to the Property. (h) Assignee has conducted its own inspections of the Property and is fully familiar with the condition thereof. Assignee is not relying on any representations or statements by or on behalf of Lender, express or implied, nor upon any duty of Lender to disclose information concerning the Property (whether or not known to Lender), in acquiring the Property and entering into this Assignment Agreement. 2. Representations and Warranties of Assignor. In order to induce the Lender to consent to the assignment and assumption provided for herein, Assignor hereby represents to Lender that: (a) Assignor is a non-profit corporation of the State of Washington duly organized and validly existing under the laws of the State of Washington. (b) The representations and warranties of the Assignor in the County Loan Agreement are true and correct in all material respects as of the date hereof. (c) Assignor has the full right, power, and authority to conduct all of the activities which have been and are now being conducted by it in connection with the Project and as contemplated by the Loan Agreement; to execute and deliver on behalf of the Assignor this Assignment Agreement and all other documents being executed and delivered by it on behalf of the Assignor pursuant to the Loan Agreement; to execute and perform this Assignment Agreement; and to assign to Assignee the obligations of Assignor under the Loan Agreement. (d) There is no action, suit, or proceeding or any investigation pending or, to the best of Assignor s knowledge after due inquiry, threatened against or affecting Assignor at law or in equity in any court or by any federal, state, municipal, or other government authority, department, commission, board, agency, or other governmental instrumentality which is likely to have an adverse effect on the Project or Assignor s ability to assign its obligations to Assignee under the Loan Agreement. (e) The Assignor is not in default or alleged to be in default with respect to any judgment, order, writ, injunction, or decree or in breach or alleged to be in breach or default under any material lease, contract, agreement, commitment, instrument, or obligation relating to the Project; and to the best of Assignor s knowledge after due inquiry, there is no state of facts which is likely to create or cause a default or breach under any such material lease, contract, agreement, commitment, instrument, or obligation. (f) Assignor has taken all action necessary to authorize the execution and delivery of this Assignment Agreement, and this Assignment Agreement is a valid and binding Exhibit F Page 5 of 12

74 obligation of Assignor and Assignee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other law and equity principles applied for the relief of debtors heretofore or hereafter enacted, to the extent that the same may be constitutionally applied. Neither the execution and delivery of this Assignment Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or breach of any provision of any contract or other instrument to which Assignor is a party, or by which its property is bound, or any constitutional provision, statute, or ordinance, or any order, writ, injunction, decree, rule, or regulation of any court or regulatory agency. No consent, order, authorization, or other approval of any governmental body or agency is required in order for Assignor to execute, deliver, and perform its obligations under this Assignment Agreement. (g) No event of default under the Loan Agreement, or event which with notice or the passage of time would constitute such an event of default, has occurred and is continuing. (h) The representations and warranties of Assignor in the Loan Agreement are true and correct in all material respects as of the date hereof. 7. Consent and Conditions. Lender hereby consents to the assignment by Assignor and the assumption by Assignee of the obligations under the Loan Agreement and Note as provided for above and in the Loan Agreement. Lender agrees that any right to cure granted under the County Loan Documents shall be available to Assignee andor any member of Assignee. Lender agrees to provide notices as set forth in Section XXI of the Loan Agreement. 8. Further Assurances. At any time and from time to time, upon Lender s request, Assignee will promptly and duly execute and deliver any and all further instruments and documents and take such further action as Lender may deem reasonable and appropriate to effect the purposes of this Assignment Agreement, including (without limitation) the filing (at Assignee s expense) of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction in order to place on the public records notice of the effect of this Assignment Agreement. 9. Acknowledgments, Agreements, and Waivers. Assignor and Assignee acknowledge that the unpaid principal balance and interest accrued under the terms of the Note are validly outstanding and owing on the Note, subject to no defenses, offsets, or counterclaims through the date of this Assignment Agreement, and Assignee hereby waives any such defenses, offsets or counterclaims. Assignor and Assignee further acknowledge that the Lender has complied fully with all of its obligations to date under the County Loan Documents and that, except as stated herein, the County Loan Documents have not been modified or amended. 10. Survival of Representation and Warranties. All representations and warranties made in this Assignment Agreement and in any document, certificate, or statement delivered by Assignor and Assignee in connection herewith shall survive the execution and delivery of this Assignment Agreement. 11. Further Transfers. Nothing contained herein shall be construed as consent to any further transfer of any interest in the Property. Exhibit F Page 6 of 12

75 12. Successors and Assigns. This Assignment Agreement shall be binding upon Assignee and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns; provided, however, that Assignee shall not have the right to assign any of its obligations or rights hereunder, except as expressly provided herein and in the Loan Agreement, without the prior written consent of Lender. 13. Governing Law. This Assignment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Washington and applicable federal law. 14. Effective Date. The effective date of this Assignment Agreement shall be the date on which this document, executed by the parties, is filed of record with the Snohomish County Auditor s Office. 15. Counterparts. This Assignment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all parties execute each counterpart. [SIGNATURE PAGES FOLLOW] Exhibit F Page 7 of 12

76 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed and delivered by their duly authorized representatives as of the day and year written above. ASSIGNOR: ARCHDIOCESAN HOUSING AUTHORITY, dba Catholic Housing Services of Western Washington, a Washington non-profit corporation By: Title: Director of Agency Operations, Catholic Housing Services STATE OF WASHINGTON ) ) COUNTY OF ) ACKNOWLEDGEMENT On this day of, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared, to me personally known (or proved on the basis of satisfactory evidence) to be the Director of Operations of Catholic Housing Services of Western Washington, a Washington nonprofit corporation, that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. NOTARY PUBLIC in and for the State of Washington (Print Name) My Commission expires: Exhibit F Page 8 of 12

77 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed and delivered by their duly authorized representatives as of the day and year written above. ASSIGNEE: BERKSHIRE HOUSING LLC, a Washington limited liability company By: Catholic Housing Services of Western Washington, a Washington non-profit corporation, Managing Member By: Director of Operations ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) COUNTY OF ) On this day of, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared, to me personally known (or proved on the basis of satisfactory evidence) to be the Director of Operations of Catholic Housing Services of Western Washington, a Washington nonprofit corporation, that executed the foregoing instrument as the Managing Member of BERKSHIRE HOUSING LLC, a Washington limited liability company, and acknowledged said instrument to be the free and voluntary act and deed of said corporation on behalf of said limited liability company for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. NOTARY PUBLIC in and for the State of Washington (Print Name) My Commission expires: Exhibit F Page 9 of 12

78 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed and delivered by their duly authorized representatives as of the day and year written above. LENDER: SNOHOMISH COUNTY, a political subdivision of the State of Washington By: Mary Jane Brell Vujovic, Director Human Services Department Exhibit F Page 10 of 12

79 ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) COUNTY OF ) On this day of, 2018, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mary Jane Brell Vujovic, to me personally known (or proved on the basis of satisfactory evidence) to be the Human Services Director of Snohomish County, a political subdivision of the State of Washington, that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes mentioned in the instrument. NOTARY PUBLIC in and for the State of Washington (Print Name) My Commission expires: Exhibit F Page 11 of 12

80 ATTACHMENT A LEGAL DESCRIPTION Real property in the City of Everett, County of Snohomish, State of Washington, described as follows: Will insert once available Exhibit F Page 12 of 12

81 Attachment 1 REQUEST FOR REIMBURSEMENT ACTUAL EXPENDITURE REPORT Date: Project Title: Everett Safe Streets Supportive Housing (Berkshire Housing) Project Number: HCS Contracting OrganizationAgency: Report Period: Amount of Request: CERTIFICATIONS: I, the undersigned, do hereby certify under penalty of perjury: 1. That I am duly authorized to submit this claim for reimbursement on behalf of the above Contract OrganizationAgency; 2. That the enclosed Report of Actual Expenditures and documentation accurately reflects materials furnished, services rendered, andor labor performed in furtherance of the above project; 3. That payment has been made or is currently due or obligated for such materials, services andor labor; 4. That such expenditures or current obligation constitute allowable costs under the principles in applicable Office of Management and Budget Circulars and conform to the approved Project Budget; and 5. That the materials, services, andor labor for which reimbursement from HUD grant funds is requested by this document have not and will not be paid for or reimbursed by any other agency, corporation, partnership, firm or individual, OTHER THAN the Contracting OrganizationAgency, its officers, agents, andor employees. (Signature) Office Use Only: Program CDMH. Date Posted _ CY (Typed Name) (Position) Attachment 1 Page 1 of 2

82 REPORT OF ACTUAL EXPENDITURES (To accompany Request for Reimbursement) Project Name: Everett Safe Streets Supportive Housing (Berkshire Housing) Project Number: HCS Agency: Report Period: to CATEGORY County Sales Tax 2016 (1,000,000) County Sales tax 2017 (611,247) Expenditures (This Draw) Total Expenditures (incl. this Draw) Acquisition Costs: Closing, Title, & Recording SUBTOTAL $0 $0 Construction: New Building $911,577 $541,800 Construction Contingency (10%) Sales Taxes $88,423 $69,447 Equipment and Furnishings Escalation Factor TOTAL $1,000,000 $611,247 Attachment 1 Page 2 of 2

83 Attachment 2 Budget Revision Request Project Name: Everett Safe Streets Supportive Housing (Berkshire Housing) Project Number: HCS Agency: Report Period: to CATEGORY County Sales Tax 2016 (1,000,000) County Sales tax 2017 (611,247) Budget Revision Revised line Item Total Acquisition Costs: Closing, Title, & Recording SUBTOTAL $0 $0 Construction: New Building $911,577 $541,800 Construction Contingency (10%) Sales Taxes $88,423 $69,447 Equipment and Furnishings Escalation Factor TOTAL $1,000,000 $611,247 Attachment 2 Page 1 of 1

84 ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM00YYYV) ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: Ir the certificate holder is an ADDITIONAL INSURED. the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to lhe terms and conditions of lhe policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT J!~E: Stephen Erni Arthur J. Gallagher Risk Management Services, Inc th Ave NE, #200 Bellevue WA ~...Exll ~t1l~~ss, Stephen Erni@ajg.com I [,M,Nol 425-1_ INSURER(~) AFFORDING COVERAGE I NAIC # -- INSURER A :Arch Specialty Insurance Company ~~.- -- INSURED CORPOFT-01 INSURER 8: Cor~oratlon of the Catholic Archbishop of Seattle INSURER C: Cat olic Community Services of Western Washington JtJ_SURER D: rd Ave. S Seattle WA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. fnsr-- -" LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER,J~%MVv1,~ggirv~lfvi LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ r O CLAIMS-MADE D OCCUR DAMAGE to RENTED.. B.EMISES (Ea occllr!~ $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ -- ~-- GEN'l AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ =l POLICY D )fc?,: DLoc PRODUCTS COMPOP AGG $ -- OTHER: $ AUTOMOBILE LIABILITY _SINGLE LIMI 1 $ (Ea accident) --- ANY AUTO BODILY INJURY (Per person) $ -~-- OWNED --- SCHEDULED BODILY INJURY (Per a<:cldent) $ --- AUTOS ONLY AUTOS HIRED -- NON-OWNED AUTOS ONLY AUTOS ONLY rr~~zc~~m"'m"'-'"- $ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ -- I ~ED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- ANO EMPLOYERS' LIABILITY STATUTE ER VIN ANY PROPRIETORPARTNEREXECUTIVE E.L. EACH ACCIDENT $ OFFICERMEMBER EXCLUDED? {Mandatory in NH) D NIAi E.L. DISEASE EA EMPLOYEE $ II rs;, describe under 0 SCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Healthcare Proresslonaf Liability FLP Per Incident $3,000,000 Aggregate $5,000,000 Deductible $ ~ DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Addltlonal Remarks Schadulo, may be alu1ched If more space is requlrod) Issued as Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION ACORD 25 (201603) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Snohomish Coun~ Human Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3000 Rockefeller ve. ACCORDANCE WITH THE POLICY PROV1s10R:E: CE IVE :n Everett WA USA JUN 30 I a==:1ii:::tive 2017 HUMAN SERVICES DEPARTMEN'I ~ ACORD CORP"'""''""'"l 'A11'r'fgl'lts reserved. The ACORD name and logo are registered marks of ACORD