Agenda Item - 2022-05-17 - Number 7.3 - Boones Ferry Road Property - Development Solicitation for Affordable Housing 7.3
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Subject: Boones Ferry Road Property- Development Solicitation for Affordable Housing
Meeting Date: May 17, 2022 Staff Member: Scot Siegel, FAICP, LEED AP, Director
Report Date: May 3, 2022 Department: Community Development
Action Required Advisory Board/Commission Recommendation
❑ Motion ❑ Approval
❑ Public Hearing ❑ Denial
❑ Ordinance ❑ None Forwarded
❑ Resolution ❑X Not Applicable
❑ Information Only Comments:
❑X Council Direction The Study Session is to review a draft
❑ Consent Agenda intergovernmental agreement (IGA) for the
development solicitation process only. No action is
being taken this evening.
Staff Recommendation: Conduct a study session and direct staff to prepare a final draft
Development Process IGA for City Council consideration on June 21, 2022.
Recommended Language for Motion: Move to direct staff to prepare a final draft
Development Process IGA for City Council consideration on June 21, 2022.
Project/ Issue Relates To: Affordable housing and future disposition of the Boones Ferry
Road construction staging property.
Issue before Council: Whether to move forward with the next step in planning for
development of affordable housing on the Boones Ferry Road construction staging property.
Goal: Conserve the community's quality of life by planning for growth and change.
Initiative: Complete work on key housing initiatives, including ... decision-making on a
possible project on the Boones Ferry Road Staging area, and support for other non-profit led
housing projects.
❑X Council Goals/Priorities ❑Adopted Master Plan(s) ❑Not Applicable
503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.lakeosweao.city
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ISSUE BEFORE COUNCIL
Whether to move forward with the next step in planning for development of affordable housing
on the Boones Ferry Road construction staging property.
EXECUTIVE SUMMARY
Pursuant to Memorandum of Understanding (MOU) between the City, Metro, and the Housing
Authority of Clackamas County (HACC) for development of the subject property (City Council
Resolution 21-05 (Attachment 1)), Metro has prepared the attached draft Intergovernmental
Agreement (IGA) for a developer solicitation and selection process for the property
(Attachment 2). This process would begin with stakeholder engagement led by Metro and
assisted by City and HACC during the pre-closing period, and it would continue after Metro has
acquired the Property, to culminate in the selection of a mutually agreed upon developer for an
approximately fifty (50) unit income restricted affordable housing project.
Coinciding with and conditioned upon entry into this IGA, the City and Metro would enter into
an Intergovernmental Agreement for Purchase and Sale of the Property (the "Purchase IGA"),
providing for the sale of the property to the Metro Housing Bond program. (The City Council
has previously discussed valuation of the property in Executive Session.) Closing would not
occur until after the three parties have agreed on the content of the developer solicitation. The
City Council will need to conduct a public hearing for the property sale under ORS 221.725.
BACKGROUND
The subject property consists of 1.38-acres at the southwest corner of Boones Ferry Road and
West Sunset Drive. The City purchased the property in 2018 for$2.25 million for use as a
construction staging site for the Boones Ferry Road Improvement Project.
In April 2021, the City entered into an MOU with Metro and HACC to explore potential
development of affordable housing on the property after completion of the road project. With
the approval of zoning changes to allow multifamily housing on the full extent of the property
(Ordinance 2872/LU 21-0019), and with the road project substantially completed, it is timely for
the City to plan for the future disposition and sale of the property, including reimbursing the
Lake Grove Urban Renewal District for site acquisition costs, and future development of
affordable housing, consistent with City Council goals.
Because the staging site was acquired with Lake Oswego Redevelopment Agency (LORA) funds
($2.25 million), proceeds from its sale must be returned to LORA and used for planned projects
within the Lake Grove Urban Renewal District. The only Lake Grove urban renewal projects that
remain are unfunded. These are Phase 2 of Boones Ferry Road Improvements and development
of one or more public parking facilities pursuant to the Lake Grove Village Center Parking
Management Plan (adopted in 2016, per City Council Resolution 16-05). Due to lack of funding,
and existing staff workload, the City has not started planning or design work for either project.
Sale of the Property would provide funding that could be used to begin this work.
503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.lakeoswego.city
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DISCUSSION
The City Council has at least three options for development of the property:
1. Metro Acquisition and Development Solicitation. Under this approach (the current
path), the City, Metro, and HACC enter into an IGA for a developer solicitation and
selection process (the "Development Solicitation IGA") for the property. The process
would begin with stakeholder engagement led by Metro and assisted by the City and
HACC during the pre-closing period. The parties would continue to work together after
Metro has acquired the property, culminating in the selection of a mutually agreed upon
developer. Closing would not occur until after the three parties have agreed on the
content of the developer solicitation. Part 2 of the attached draft IGA lists the project
objectives, including the prospective development of approximately 50 income
restricted affordable housing units on the property ("Acknowledged Requirements and
Priorities"). See Attachment 2.
Purchase and Sale Process
Coinciding with and conditioned upon entry into the above described IGA,the City and
Metro would enter into a separate IGA for Purchase and Sale of the Property (the
"Purchase IGA"), providing for the sale of the property to the Metro Housing Bond
program, for fair market value. (The City Council has previously discussed valuation of
the property in Executive Session.) The City Council would need to conduct a public
hearing concerning sale of the property under ORS 221.725. This follows the path
previously laid out in Council Resolution 21-05:
"Upon completion of the zone change, [Metro will] negotiate in good faith with the
intent of entering into an IGA with the City providing for the acquisition of the
Property by Metro from the City, subject to Metro's ordinary and customary due
diligence standards, for appraised fair market value. Upon entry into the IGA,
perform due diligence and acquire Property from the City upon satisfaction of
conditions precedent set forth in the IGA." (MOU, Section 4.1, "Metro Role and
Responsibilities")
Metro has informed the City that they have completed their diligence for acquisition of
the property. If City Council wants to continue on the present path, staff will work with
Metro to present a Purchase IGA along with a final version of the attached Development
Process IGA for City Council's approval in a public hearing June 21, 2022. Upon approval
of both IGAs, the City would work collaboratively with Metro and HACC to begin a
stakeholder engagement process to help inform the solicitation for development
proposals consistent with the IGA. Metro would lead stakeholder outreach in
coordination with City staff and HACC, to help inform the solicitation. The parties'
responsibilities are enumerated in Part 3 of the attached agreement.
503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.lakeoswego.city
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City Role and Responsibilities (IGA Part 3):
3.1 Enter into the Purchase IGA with Metro.
3.2 Provide input and recommendations for the developer solicitation document
and representatives for the developer selection committee and collaborate with
Metro and HACC in good faith to develop a mutually agreeable solicitation
document and process as set forth in Section 6.
3.3 Use reasonable best efforts to identify and provide City incentives, including
in-kind staff assistance and City Council-adopted financial incentives for the
Project, to be identified in the solicitation document.
3.4 Participate together with Metro and HACC in good faith in the Developer
Solicitation and Selection process as set forth in Section 6.
3.5 Review and approve the Project through its typical land use and development
approval processes.
Once Metro, the City, and HACC have agreed on the contents of the solicitation, HACC
would issue a Request for Proposals, or Request for Qualifications. HACC anticipates
issuing a solicitation specifically for the Boones Ferry Road property as opposed to
combining the property with others as part of a general, countywide solicitation. The
target for releasing a Boones Ferry Site RFP/RFQ is late-Summer/ Fall 2022. The City
would contribute to the Developer Solicitation, as follows.
Preparation for Developer Solicitation and Selection (IGA Section 6)
6.1 The developer solicitation will be by Request for Qualifications/Request for
Proposals ("RFQ/P")process. The Parties will cooperate and negotiate in good
faith to reach consensus approval of the RFQ/P criteria and selection timelines
and process. The RFQ/P will be released following Metro's acquisition of the
Property.
6.2 Shared Contributions:
6.2.1 Each party will review, provide input, and approve the RFQ/P prior to
release.
6.2.2 Each party will contribute staff to a technical review of received
submissions.
503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.lakeoswego.city
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6.2.3 Each party will work together to seat a developer selection committee
which will recommend a developer team and concept for endorsement by the
Parties.
6.3 City's Contributions: The City will provide the following in preparation for the
RFQ/P:
6.3.1 Summary of City incentives and resources available for the Project, if
any.
6.3.2 Existing due diligence materials on the property including, if any:
• Phase I and/or Phase II Environmental studies;
• Soil reports;
• Surveys;
• Title Insurance Policy.
Option 1 Pros:
• High probability of success in selling the property for fair market value.
• Metro has $12 million for affordable housing property acquisitions like this.
• Leverages Metro's and HACC's skills and experience in affordable housing
development—City does not have similar in-house expertise.
• Consistent with City's longstanding goal of producing affordable family housing.
• Collaborative process with stakeholder engagement and input by the City prior
to developer solicitation.
Option 1 Cons:
• Requires some staff resources.
2. City-lead developer solicitation. Under this approach, the City solicits affordable
housing development proposals independently. The approach is similar to the process
used for the North Anchor development but would prioritize affordable housing.
Option 2 Pros:
• Simpler process that does not directly involve other agencies.
• The City retains sole discretion over developer selection.
Option 2 Cons:
• Foregoes Metro site acquisition funding, which could make it difficult to leverage
other capital for an affordable housing development.
• Requires more staff resources than Option 1 for planning/project management.
• Less certainty for producing same quantity of affordable housing units.
503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.lakeoswego.city
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3. Dispose of the property with no stipulation for development of affordable housing.
This option should only be selected if the City Council no longer intends for the property
to be developed with affordable housing. Under this approach the City would solicit
offers following the legal requirements for disposal of public property. Similar to
Options 1 and 2, it is presumed the City would accept fair market value or better.
Option 3 Pros:
• Does not require staff resources for any project other than property disposal.
Option 3 Cons:
• Does not address the community's housing needs (Council Goal). Foregoes
Metro funds for affordable housing.
• The City does not own other properties for housing.
• City does not control future development of the property.
FISCAL IMPACT
None
RECOMMENDATION
Direct staff to prepare a final draft Development Process IGA under Option 1, for City Council
consideration on June 21, 2022. A public hearing on the Purchase IGA would be held at the
same meeting.
ATTACHMENTS
1. City Council Resolution 21-05
2. Draft Development Process IGA, 04/21/2022
503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.lakeoswego.city
ATTACHMENT 1
RESOLUTION 21-05
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE OSWEGO APPROVING A
MEMORANDUM OF UNDERSTANDING BETWEEN METRO,THE CITY OF LAKE OSWEGO AND THE
HOUSING AUTHORITY OF CLACKAMAS COUNTY FOR DEVELOPMENT OF MULTI-FAMILY
AFFORDABLE HOUSING
WHEREAS, the City of Lake Oswego seeks to promote the creation of new multi-family affordable
housing options within the City;
WHEREAS,the voters of the Metro region approved Ballot Measure 26-199 (2018), providing$652.8
million dollars in funding to build new affordable housing in the region (the "Metro Housing Bond"), of
which the Housing Authority of Clackamas County(HACC) has been allocated $116,188,094 to build new
affordable housing in Clackamas County,via an Intergovernmental Agreement between HACC and
Metro;
WHEREAS, HACC has created a Local Implementation Strategy(LIS) outlining approaches for achieving
its share of affordable housing unit production targets required by the Metro Housing Bond, and the LIS
supports the creation of affordable housing opportunities in the City; and
WHEREAS,the City owns approximately 1.4 acres at the intersection of Boones Ferry Road and
West Sunset Drive ("the Site") currently being used as a staging area for the Boones Ferry Road
project that may be suitable for affordable housing, subject to meeting the criteria for a rezone;
and
WHEREAS, Metro, HACC and the City now wish to enter into a non-binding Memorandum of
Understanding (MOU) to set forth the expectations governing their cooperative pursuit of
intersecting processes, including amendments to the City's Comprehensive Plan and Zoning,
Property acquisition and disposition, and multi-family affordable housing project developer
selection.
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of Lake Oswego that:
Section 1. The City Manager is authorized to execute the Memorandum of Understanding
with Metro and the Housing Authority of Clackamas County in substantially the form attached as
Exhibit 1.
Section 2. Effective Date. This Resolution shall take effect upon passage.
Considered and enacted at the regular meeting of the City Council of the City of Lake Oswego on
the 16th day of March, 2021.
AYES: Mayor Buck, Verdick, Mboup, Manz, Nguyen, Wendland
NOES: Rapf
EXCUSED: NONE
Resolution 21-05
Page 1 of 2
ABSTAIN: NONE
J eph M. buck, Mayor
ATTEST:
Kari Linder, City ecorder
APPROVED AS TO FORM:
Evan Boone, City Attorney Pro Tern
Resolution 21-05
Page 2 of 2
EXHIBIT 1
MEMORANDUM OF UNDERSTANDING
Housing Authority of Clackamas County
City of Lake Oswego, and Metro
This Memorandum of Understanding (the "MOU") is entered into by and between Metro, a
municipal corporation established pursuant to Oregon law and the Metro Charter("Metro"),the City
of Lake Oswego, a municipal corporation (the "City"), and the Housing Authority of Clackamas County
("HACC"), (collectively, "the Parties").This MOU is effective as of the last date of execution set forth
below(the "Effective Date").
RECITALS
A. The City of Lake Oswego seeks to promote the creation of new multi-family affordable
housing options within the City.The City owns and is currently using for construction staging six tax
lots at the intersection of Boone's Ferry Road and West Sunset Drive legally described on Exhibit A
attached hereto (the "Property").The Property is roughly 1.4 acres in area and its zoning is
predominantly WLG-OC, with portions zoned WLG-R.25 and WLM-RMU.The City is exploring the
possibility of amending its comprehensive plan to change the zoning of the Property to support multi-
family housing(the "Zone Change").The City purchased the Property with Lake Oswego
Redevelopment Agency(LORA)funds. If the Property is sold and developed for housing,the City will
use the sale proceeds to repay LORA.
B. At the general election on November 6, 2018,the voters of the Metro region approved
Ballot Measure 26-199, providing$652.8 million dollars in funding to build new affordable housing in
the region (the "Metro Housing Bond"), of which the HACC has been allocated $116,188,094 to build
new affordable housing in Clackamas County,via an Intergovernmental Agreement between HACC and
Metro effective December 10, 2019 (the "LIP IGA"). Pursuant to the LIP IGA, HACC has created a Local
Implementation Strategy outlining approaches for achieving its share of affordable housing unit
production targets required by the Metro Housing Bond. HACC supports the creation of affordable
housing opportunities in the City, consistent with its Local Implementation Strategy(the "LIS")for the
Metro Housing Bond program. HACC expects to commit of a portion of its Metro Housing Bond
allocation to development of affordable housing at the Property.
C. In support of HAAC's unit production targets, Metro's Affordable Housing Bond
Regional Property Acquisition Program (the "Regional Program") acquires real property for future
affordable housing in areas of Clackamas County with access to high quality schools, grocery shopping,
and transit, and provides gap funding to support the private creation of affordable housing on Metro
properties. Under the LIP IGA, Metro must make good faith efforts to coordinate and consult with
HACC to ensure Metro's acquisition decisions support HACC in reaching its production targets. Metro's
property acquisition and gap financing funds are only available to properties acquired by Metro.
D. The Parties now wish to enter into this non-binding MOU to set forth the expectations
governing their cooperative pursuit of intersecting processes, including amendments to the City's
Comprehensive Plan and Zoning, Property acquisition and disposition, and multi-family affordable
housing project developer selection. The Parties anticipate that this MOU will result in a Zone Change
to the Property supporting multi-family affordable housing, a binding agreement between Metro and
the City governing Metro's acquisition of the Property from the City, a jointly conducted mutually
City of Lake Oswego, HACC and Metro MOU Page 1
approved developer solicitation, and an Exclusive Negotiating Agreement between Metro and the
selected developer, leading to a Disposition and Development Agreement (DDA) between Metro and
the selected developer governing the sale of the Property and requiring that a satisfactory affordable
housing project be built upon it (the "Project").
1. Primary Objective of MOU. The primary objective of this MOU is to provide a process for the
Parties to jointly conduct developer solicitation and selection (the "Developer Solicitation and
Selection"),for the purposes of identifying an affordable housing developer with which Metro will
commit to negotiate the disposition of the Property.The Developer Solicitation and Selection will be
preceded by the City's Zone Change and entry into an intergovernmental agreement("IGA") between
Metro and City for the acquisition of the Property, followed by acquisition due diligence and the
conveyance of the Property to Metro.
2. Acknowledged Requirements and Priorities:
2.1 HACC requires a Project that proportionately contributes to its unit production goals
for 30%AMI units and family sized units. On a portfolio basis, approximately 40%of
units supported with bond funds will need to house households earning 30%of AMI or
less and half of bond supported units will be two-bedrooms or larger.
2.2 HACC will advocate for a Project of a scale consistent with efficiency in financing,
construction, and operations. To this end, it is expected that the anticipated Zone
Change will allow for the construction of an affordable housing building or buildings
containing approximately 50 units and not exceeding three stories.
2.3 HACC will advocate for the selection of a Project developer committed to the racial
equity benchmarks set forth in its Local Implementation Strategy for construction
contracting and property management.
2.4 Metro may only contribute Regional Program funds to Properties purchased by Metro.
2.5 The level of Metro's Regional Program gap funding for a Project on the Property will be
determined based on unit production and level of affordability, in alignment with and
supporting HACC's LIS unit production targets.
2.6 The City requires a Project designed and built to a standard of construction and quality
of materials consistent with its local policies and community values.
2.7 The City may identify, through its outreach processes, other community priorities
which it wants to include during the process of preparing the developer solicitation.
2.8 Developer selection criteria will be determined by mutual consent of Metro, HAAC and
the City.
3. City Role and Responsibilities. With the approval of its governing body,the City will:
3.1 Seek to amend the zoning of the property to permit multifamily housing under clear and
objective code requirements. Conceptual timeline:
3.1.1 Neighborhood outreach (April)
3.1.2 City applies for rezoning/code change (May)
3.1.3 Planning Commission public hearing (June)
3.1.4 City Council public hearing (Sept)
City of Lake Oswego, HACC and Metro MOU Page 2
3.1.5 City Council final decision on zoning (Sept)
3.2 Negotiate in good faith with the intent of entering into an IGA with Metro governing
the sale of the Property to Metro for appraised fair market value upon completion of
the Zone Change.
3.3 After the conveyance of the Property to Metro, provide input and recommendations
for the developer solicitation document and staff for the developer selection
committee and cooperate with Metro and HACC in good faith to develop a mutually
agreeable solicitation document and process as set forth in Section 7.
3.4 Participate together with Metro and HACC in good faith in the Developer Solicitation
and Selection process as set forth in Section 8.
3.5 The City anticipates that it may elect to contribute financial support to the Project,
subject to City Council approval, and will use best efforts to identify and provide City
incentives, resources, and sources of support and financial subsidy for the Project.
4. Metro Role and Responsibilities. With the approval of its governing body, Metro will:
Provide input and support the City in amending its comprehensive plan and zoning to allow
multifamily housing on the Property.
4.1 Upon completion of the Zone Change, negotiate in good faith with the intent of
entering into an IGA with the City providing for the acquisition of the Property by
Metro from the City, subject to Metro's ordinary and customary due diligence
standards, for appraised fair market value. Upon entry into the IGA, perform due
diligence and acquire Property from the City upon satisfaction of conditions precedent
set forth in the IGA.
4.2 Draft and issue the developer solicitation. Metro will collaborate with the City and
HACC to ensure the solicitation reflects the needs and priorities of the Parties and to
jointly establish a mutually agreeable timeline and process for the developer
solicitation.
4.3 Release a developer solicitation only with the agreement and support of the City and
HACC MOU representatives.
4.4 Convene the developer selection committee, which shall provide for balanced
representation between HACC, Metro, and the City.
4.5 Select a developer and Project concept only with the concurrence and support of the
City and HACC MOU representatives.
4.6 Following selection of a developer, Metro anticipates entering into an Exclusive
Negotiating Agreement with the selected developer,which shall provide a period of
time during which the developer will design the Project and secure financing. Upon
further refinement of the Project, Metro anticipates entering into a DDA with the
developer.
4.7 Metro anticipates committing Metro Affordable Housing Regional Property Acquisition
Program gap funds to the Project in coordination with HACC and may transfer these
gap funds to HACC so that they may be loaned to the developer via a single loan
instrument.
City of Lake Oswego, HACC and Metro MOU Page 3
4.8 Metro anticipates that it may elect to contribute further gap funding to the Project, in
the form of Metro Transit Oriented Development program funds, subject to Project's
satisfaction of Metro Transit Oriented Development program requirements and
governing body approval.
5. Housing Authority of Clackamas County Role and Responsibilities.
5.1 Provide input and support the City in amending its comprehensive plan and zoning to
allow multifamily housing on the Property.
5.2 Prior to Metro's issuance of the developer solicitation, HACC will communicate to
Metro and the City the amount of its allocation of Regional Affordable Housing Bond
program funds it intends to make available to support affordable housing on the
Property and will share its funding criteria and Project requirements consistent with its
Local Implementation Strategy for inclusion in the development solicitation.
5.3 HACC will contribute staff to the developer selection committee and support the
preparation of the developer solicitation.
5.4 HACC will be responsible for applying to Metro for a Conceptual and Final funding
commitment for the selected Project as further described in the existing IGA between
Metro and HACC governing the use of Regional Affordable Housing Bond funds.
5.5 HACC will be responsible for negotiating and entering into a funding agreement with
selected developer, committing its Regional Bond funds, as necessary,to the Project.
5.6 Provide input and recommendations for the developer solicitation document and staff
for the developer selection committee.
5.7 Cooperate with Metro and the City in good faith to develop a mutually agreeable
solicitation document and process as set forth in Section 7.
5.8 Participate together with Metro and the City in good faith in the developer solicitation
and selection process as set forth in Section 8.
6. Metro Purchase of City Property. Subject to appropriate and necessary governing body
approvals,which approvals may be withheld at each governing body's sole discretion, Metro and the
City anticipate negotiating and entering into an IGA providing for the purchase of the City Property by
Metro for a price not to exceed its appraised fair market value, subject to Metro's ordinary and
customary due diligence standards, with the closing of the purchase to occur after the date that the
City's Zone Change becomes final and all applicable appeal periods have expired, and after a developer
has been selected.
7. Preparation for Developer Solicitation and Selection.
7.1 The Parties will cooperate and negotiate in good faith to reach unanimous approval of
the selection of Project concept and developer.To that end:
7.1.1 Each party will review provide input and approve the Developer Solicitation
prior to release.
7.1.2 Each party will contribute staff to the developer selection committee.
City of Lake Oswego, HACC and Metro MOU Page 4
7.1.3 Each party will agree to consensus decision making in establishing selection
criteria and selecting the developer and development concept (if one party
does not support the developer or concept selection,the selection will not
move forward).
7.2 The City will provide the following in preparation for the Request for Qualifications
("RFQ")/Request for Proposals ("RFP"):
7.2.1 Statement of City's vision and aspirations for the Property
7.2.2 Aspirational standard of design and construction and quality of materials
consistent with its local policies and community values.
7.2.3 Summary of incentives and resources available for the Project, if any.
7.2.4 Existing due diligence materials on the property including, if any:
• Phase I Environmental studies
• Soil reports
• surveys
• Preliminary Title reports
7.3 Metro will provide the following in preparation for the RFQ/P:
7.3.1 Metro Affordable Housing Bond Regional Acquisition Program goals and
requirements for the Project.
7.4 HACC will provide the following in preparation for the RFQ/P:
7.4.1 HACC will identify the amount of its allocation of Regional Affordable Housing
Bond program funds it intends to make available to support affordable
housing on the Property and will share its funding criteria and Project
requirements consistent with its Local Implementation Strategy for inclusion in
the development solicitation.
8. Developer Solicitation and Selection. The Developer Solicitation and Selection will be
conducted by the Parties in cooperation with a Review Committee, using a RFQ/P process.
8.1 RFQ/P. Metro will establish the RFQ/P criteria, allocation of scoring, process,terms
and conditions, with input, review, and approval by the City and HACC, based on the
Parties' expected contributions set forth herein and the parameters set forth below.
Metro will be responsible for administering the RFQ/P process and will pay for the
administrative costs of developer solicitation.
8.2 Review Committee. The Parties will appoint a Review Committee (the "Committee")
by the mutual agreement,to provide equal representation to each party.The
Committee will review responses to the RFQ/P and provide developer selection
recommendations.
8.3 Base RFQ/P Criteria. In addition to meeting any applicable Metro Affordable Housing
Regional Acquisition Program criteria, HACC's LIS the City Zoning and Development
Code, and all applicable provisions of ORS 279A-C,the RFQ/P may, for example,
include the following base criteria for evaluating proposals:
City of Lake Oswego, HACC and Metro MOU Page 5
8.3.1 Experience. Proven, extensive, successful experience in designing, financing,
constructing, and operating projects of similar type and scale.
8.3.2 Concept Design.The respondents shall provide the following information:
8.3.2.1 Program narrative describing the vision for the Property including
anticipated approaches to identified Property opportunities and
challenges including: parking, access, pedestrian right-of-ways, and
neighboring uses.
8.3.2.2 Concept drawing on 11" by 17" sheet or smaller showing Property
configuration (layout) and scale including: building programming,
height, any outdoor spaces, publicly accessible plazas (if applicable),
pedestrian pathways, and parking.
8.3.2.3 Program summary including: envisioned residential unit count and
approximate building square feet, envisioned square feet of retail
and/or commercial space, and envisioned number of regulated
affordable units with income level and duration of income
restrictions.
8.3.2.4 Oregon Housing and Community Services Preliminary Proforma
8.3.2.5 Feasibility. Proof of financial feasibility.The respondents shall
provide the following information: preliminary sources and uses, 5-
year operating proforma, development timeline, a one page narrative
describing the basis for assumptions regarding rents, costs (including
assumptions regarding exterior materials and interior levels of finish),
and available sources, particularly bank loans, developer or investor
equity,tax credits, or other grants and incentives.
8.4 Committee Recommendation Scoring. The Committee will score responses for each
Property based on the criteria and scoring allocation described in the Request for
Qualifications and Proposals, and the highest scoring developer for each Property
shall receive the Committee's recommendation.-The Committee shall also provide a
yes/no indication as to whether, regardless of score, it recommends going forward
with any or none of the submitted responses.
9. Exclusive Negotiating Agreement. Upon the selection of a successful developer as set forth in
Section 8, Metro anticipates entering into an Exclusive Negotiating Agreement with the selected
developer. Elements to be addressed by Metro and the developer in the ENA include:
9.1 Exclusive right to negotiate for a DDA with Metro
9.2 Construction and permanent financing
9.3 Metro Affordable Housing Bond Regional Property Acquisition Program provided
incentives
9.4 Other state and local affordable housing project financing and incentives
9.5 Description of development program
9.6 Submission of permit application permit plan set, sources and uses,financing
City of Lake Oswego, HACC and Metro MOU Page 6
commitments and other due diligence
9.7 Predevelopment Schedule and performance deadlines
9.8 Community outreach process requirements
9.9 Term and expiration/termination provisions
During the term of the ENA, Metro will negotiate diligently and in good faith with the selected
developer to reach agreement on the terms of the DDA. Metro will continue to consult with HACC and
the City during the negotiation,to promote consistency with HACC's and the City's goals and priorities
for the Project.
10. Disposition and Development Agreement. At the conclusion of the ENA process, Metro
anticipates entering into the DDA to formalize Metro's commitment to convey the Property to the
developer and provide support for the Project, including financial and other incentives. Metro
anticipates that the terms of the DDA with developer will be consistent with the Metro Affordable
Housing Regional Property Acquisition program parameters and Metro's ordinary and customary
predevelopment property disposition parameters.
11. Term. This MOU will be effective for a period of three(3)years from the date of final
signature, or until Metro enters into a DDA with the selected developer, whichever occurs first.
12. Modification and Termination. This MOU is a non-binding expressing of the parties intent to
work together towards the successful completion of the Project.As such, any Party may terminate
their participation in this MOU by providing the other parties with thirty(30) days advance written
notice.With notice of intention to terminate,the parties will meet promptly to discuss the reasons for
the notice and to try to resolve their differences.The parties will attempt to settle differences
informally and acknowledge a willingness to meet to resolve any new or ongoing differences, and to
refer such differences to higher level management as appropriate.
13. Project Staff. The Parties will each designate a Project Manager to be primarily responsible
for fulfilling the purposes of this MOU. Said Project Manager may be replaced by any party with
written notice.The initial Project Management Committee shall be composed of the following:
13.1 Scot Siegel, Director of Planning and Building Services, City of Lake Oswego
13.2 Devin Ellin, Interim Director of Housing Development, Housing Authority of Clackamas
County
11.3 Jonathan Williams, Metro TOD Program Staff
The Parties may assign other staff or consultants as needed.
14. Non-Binding Expression of Intent. THIS MOU IS A STATEMENT OF THE CURRENT INTENT OF
THE PARTIES, DOES NOT CREATE A BINDING AGREEMENT FOR THE PURCHASE, SALE OR
DEVELOPMENT OF REAL PROPERTY, AND MAY NOT BE RELIED UPON AS A BASIS FOR A CONTRACT BY
ESTOPPEL OR SERVE AS THE BASIS FOR A CLAIM BASED ON DETRIMENTAL RELIANCE OR ANY OTHER
THEORY. TO THE EXTENT THAT THIS MOU ANTICIPATES THE TRANSFER OF FUNDS, OR SERVICES,THE
PARTIES WILL ENTER INTO THE APPROPRIATE LEGAL INSTRUMENT TO ACCOMPLISH SUCH TRANSFER.
THE PARTIES ACKNOWLEDGE THAT NO PARTY SHALL BE COMMITTED TO PURCHASE, CONVEY OR
DEVELOP PROPERTY UNTIL AN IGA HAS BEEN NEGOTIATED, EXECUTED, DELIVERED,AND APPROVED
BY THE GOVERNING BODIES OF THE PARTIES.
City of Lake Oswego, HACC and Metro MOU Page 7
15. No Other Arrangements. The parties agree that this MOU supersedes all prior arrangements
between the Parties and contains the entire understanding between the parties on its subject matter.
The parties agree this MOU may only be modified in writing signed by all parties and that no verbal
statements or conversations between the parties or their representatives, occurring either before or
after the entry into this MOU, have any effect upon this MOU.
16. Public Communications. The parties will submit to each other for review and approval prior to
distribution all public communications concerning the actions contemplated by this MOU, e.g., press
releases or information provided to the media.All substantive discussions with public agencies having
jurisdiction over the Property will be undertaken jointly by the parties and shall be subject to their
mutual prior approval.
17. Notices. All notices required by or relating to this MOU or the Property will be in writing, and
sent by email, personal delivery, by mail addressed to:
For City of Lake Oswego: Scot Siegel, Director of Planning and Building Services
Address: P.O. Box 369, Lake Oswego, OR 97034
Phone: 503-635-0290
Email: ssiegel@ci.oswego.or.us
For HACC: Jill C. Smith, Director of Housing and Housing Services
Clackamas County Health, Housing and Human Services, (H3S)
Address: P.O. Box 1510
Phone: 503 742-5336
Email: JSmith6@clackamas.us
For Metro: Megan Gibb, Manager
Metro Development Center
600 NE Grand Ave.
Portland, OR 97232
Phone: (503) 797-1753
Email: megan.gibb@oregonmetro.gov
18. Counterparts and Electronic Signature. This MOU may be executed in one or more
counterparts all of which shall be considered one and the same instrument.An MOU executed and
transferred by electronic signature shall be deemed duly executed.
19. No ORS 190 Entity or Business Partnership. Nothing in this MOU shall be construed to create
an intergovernmental entity under ORS 190 nor any of the attributes or incidents of a partnership or
joint venture under common law or ORS Chapters 67 and 70. No officer or employee of any party
hereto has authority to act as an agent for any other party, nor make representations on its behalf
20. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL ANY PARTY BE LIABLE TO
THE OTHER PARTY HERETO FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL,PUNITIVE,
EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSSES OR DAMAGES (IN TORT, CONTRACT
OR OTHERWISE) UNDER OR IN RESPECT OF THIS MOU OR FOR ANY ACT OR FAILURE TO ACT RELATED
HERETO HOWSOEVER CAUSED, WHETHER OR NOT ARISING FROM SUCH PARTY'S SOLE, JOINT OR
CONCURRENT NEGLIGENCE.
City of Lake Oswego, HACC and Metro MOU Page 8
IN WITNESS WHEREOF,the Parties hereto have set their hands on the day and year set forth
below.
METRO
CITY OF LAKE OSWEGO
Elissa Gertler
Name Metro Planning Director
Title Date:
Date:
HOUSING AUTHORITY OF CLACKAMAS COUNTY
Name
Title
Date:
Exhibits:
Exhibit A- Legal Description of Metro Property
Exhibit B— Plans and Elevations
City of Lake Oswego, HACC and Metro MOU Page 9
EXHIBIT A
Property Legal Description
ATTACHMENT 2
INTERGOVERNMENTAL AGREEMENT
FOR DEVELOPER SOLICITATION AND SELECTION
THIS INTERGOVERNMENTAL AGREEMENT FOR DEVELOPER SOLICITATION
AND SELECTION("Agreement"or"IGA")is entered into by and between Metro, a municipal
corporation established pursuant to ORS Chapter 268 and the Metro Charter("Metro"),the
Housing Authority of Clackamas County("HACC"),and the City of Lake Oswego(the"City"),
an Oregon municipal corporation(each a"Party"; collectively,"the Parties"). This Agreement is
effective as of , 2022(the"Effective Date").
RECITALS
A. The City of Lake Oswego seeks to promote the creation of new multi-family
affordable housing options within the City. The City owns and is currently using for construction
staging six undeveloped tax lots at the intersection of Boone's Ferry Road and West Sunset Drive
legally described on Exhibit A attached hereto(the"Property"). The City has identified the
roughly 1.4 acre Property as a suitable location for multi-family affordable housing.
B. At the general election on November 6,2018,the voters of the Metro region
approved Ballot Measure 26-199,providing$652.8 million dollars in funding to build new
affordable housing in the region(the"Metro Housing Bond"), of which HACC has been allocated
$116,188,094 to build new affordable housing in Clackamas County,via an Intergovernmental
Agreement between HACC and Metro effective December 10,2019 (the"LIP IGA"). Pursuant to
the LIP IGA,HACC has created a Local Implementation Strategy("LIS") outlining approaches
for achieving its share of affordable housing unit production targets required by the Metro
Housing Bond. HACC supports the creation of affordable housing opportunities in the City,
consistent with its LIS for the Metro Housing Bond program.
C. Metro's Affordable Housing Bond Regional Property Acquisition Program(the
"Regional Program") acquires land for future affordable housing in areas of Clackamas County
with access to high quality schools, grocery shopping, and transit, and provides gap funding to
support the private creation of affordable housing on Metro properties. Metro wishes to acquire
the Property from the City for said purposes.Metro's Housing Bond property acquisition and gap
financing funds are only available to properties acquired and owned by Metro.
D. HACC expects to commit a portion of its Metro Housing Bond allocation to
development of affordable housing on the Property as well. Under the LIP IGA with HACC,
Metro must make good faith efforts to coordinate and consult with HACC to ensure Metro's
acquisition of the Property supports HACC in reaching its Metro Affordable Housing Bond unit
production targets.
E. On June 3,2021 Metro,the City and HACC entered into a non-binding MOU
setting forth the expectations governing their cooperative pursuit of the intersecting processes
required to generate affordable housing for approximately fifty(50) families on the Property,
including amendments to the City's Comprehensive Plan and Zoning,Property acquisition and
disposition, and multi-family affordable housing project developer selection. The Lake Oswego
City Council completed the first step of this process on October 5, 2021,by adoption of
Ordinance 2872, approving an amendment to its Comprehensive Plan,changing the zoning
designation of the Property to WLG-OC and making multi-family affordable housing an allowed
use subject to conditions. All applicable local and state land use law appeal periods have expired,
no appeals have been filed, and the decision of the Lake Oswego City Council applying the new
Page 1 IGA—DEVELOPER SOLICITATION AND SELECTION
zoning to the Property is final. The next steps in the process are acquisition and developer
solicitation and selection.
F. Coinciding with and conditioned upon entry into this IGA,the City and Metro
will enter into an Intergovernmental Agreement for Purchase and Sale of the Property(the
"Purchase IGA"),providing for the sale of the Property to the Metro Housing Bond program, for
a purchase price equivalent to the appraised fair market value, subject to commercially reasonable
conditions precedent to closing.
G. As set forth in more detail in this IGA,the Parties wish to agree to cooperate with
each other in a developer solicitation and selection process for the Property,beginning during the
pre-closing period and continuing after Metro has acquired the Property,to culminate in the
selection of a mutually agreed upon developer for an approximately fifty(50)unit income
restricted affordable housing project to be built upon the Property(the"Project").
H. On, , 2022,the Lake Oswego City Council adopted
authorizing the city manager to enter into this Agreement with Metro and HACC.
AGREEMENT
NOW,THEREFORE,in reliance on the above recitals and in consideration of the
mutual covenants and agreements set forth herein,and for other valuable consideration,the
receipt and adequacy of which are hereby acknowledged,the Parties covenant and agree as
follows:
1. Purpose. The purpose of this Agreement is to determine a process,timelines and criteria for
the Parties to conduct solicitation and selection of an affordable housing developer with which
Metro will commit to negotiate the disposition and development of the Property. The developer
selection process,timelines and criteria will be established by mutual consent of Metro,HACC
and the City. The developer solicitation and selection will be followed by Metro's entry into
Exclusive Negotiating Agreements and Disposition and Development Agreements with the
selected developer, leading to construction of a Project consistent with the selection criteria.
2. Acknowledged Requirements and Priorities:
2.1 The Project must proportionately contribute to HACC's Metro Affordable Housing
Bond unit production goals for 30%Area Median Income("AMI")units and family sized units.
Approximately 40% of units supported with bond funds must house households earning 30%of
AMI or less and half of Metro Affordable Housing Bond supported units must be two-bedroom
units or larger. All Affordable Housing Bond supported housing units must be restricted at 80%
of AMI or less and no more than 10%may be between 60%and 80%of AMI.
2.2 The Project must be developed at a scale consistent with efficiency in affordable
housing financing, construction,and operations,yielding at least approximately fifty(50)
regulated affordable units.
2.3 The selected developer must commit to the racial equity benchmarks set forth in
HACC's Local Implementation Strategy for Project construction subcontracting and property
management.
2.4 The amount of Metro's Regional Program gap funding for the Project on the Property
will be determined based on unit production and level of affordability, in alignment with and
supporting HACC's LIS unit production targets.
Page 2 IGA—DEVELOPER SOLICITATION AND SELECTION
2.5 The Project proposed must comport with standards of construction and quality of
materials consistent with the City's adopted policies and community development code as
provided by the City for inclusion into the solicitation.
2.6 The City may identify,through its outreach processes,other reasonably consistent
community priorities which it may include during the process of preparing the developer
solicitation.
2.7 The Property will be acquired with Metro Regional Program bond funds,which
obligate Metro to develop the site for affordable housing.
3. City Role and Responsibilities. With the approval of its governing body,the City will:
3.1 Enter into the Purchase IGA with Metro.
3.2 Provide input and recommendations for the developer solicitation document and
representatives for the developer selection committee and collaborate with Metro and HACC in
good faith to develop a mutually agreeable solicitation document and process as set forth in
Section 6.
3.3 Use reasonable best efforts to identify and provide City incentives, including in-kind
staff assistance and City Council-adopted financial incentives for the Project,to be identified in
the solicitation document.
3.4 Participate together with Metro and HACC in good faith in the Developer Solicitation
and Selection process as set forth in Section 6.
3.5 Review and approve the Project through its typical land use and development approval
processes.
4. Metro Role and Responsibilities. With the approval of its governing body,Metro will:
4.1 Enter into the Purchase IGA with the City providing for the acquisition of the Property
by Metro from the City, subject to Metro's ordinary and customary due diligence preconditions.
Upon entry into the Purchase IGA,perform due diligence and acquire the Property from the City
upon satisfaction of the conditions precedent set forth in the Purchase IGA.
4.2 Lead a stakeholder panel to identify stakeholder priorities for the development of the
site. This panel will be seated in collaboration with the City and HACC and will prepare a
Statement of Values which will be incorporated into the developer solicitation.
4.3 Establish the developer solicitation document and process.Metro will collaborate in
good faith with the City and HACC to ensure the solicitation document reflects the needs and
priorities of Metro,the City and HACC and to establish a mutually agreeable timeline and
process for the developer solicitation as set forth in Section 5.
4.4 Release a developer solicitation and convene the developer selection committee,which
shall provide for balanced representation between HACC,Metro, and the City and select a
developer and project concept with the concurrence and support of the City and HACC MOU
representatives as set forth in Section 6.
4.5 Following selection of a developer,negotiate in good faith to enter into an Exclusive
Negotiating Agreement with the selected developer, as set forth in Section 7.
4.6 Negotiate in good faith with the selected developer the terms of a Disposition and
Development Agreement("DDA")between Metro and the developer. Enter into a DDA if
mutually satisfactory between Metro and developer, as set forth in Section 8.
Page 3 IGA—DEVELOPER SOLICITATION AND SELECTION
5. HACC Role and Responsibilities. With the approval of its governing body,HACC will:
5.1 Provide input and recommendations for the developer solicitation document and staff
for the developer selection committee and collaborate with Metro and the City in good faith to
develop a mutually agreeable solicitation document and process as set forth in Section 6.
5.2 Participate together with Metro and the City in good faith in the Developer Solicitation
and Selection process as set forth in Section 6.
5.3 HACC will be responsible for applying to Metro's Affordable Housing Bond Program
for a Conceptual and Final funding commitment for the selected Project as further described in
the existing LIP IGA between Metro and HACC governing the use of Regional Affordable
Housing Bond funds.
5.4 HACC will be responsible for negotiating and entering into a funding agreement with
selected developer and committing its Regional Bond funds, as promised below,to the Project.
6. Preparation for Developer Solicitation and Selection.
6.1 The developer solicitation will be by Request for Qualifications/Request for Proposals
("RFQ/P")process. The Parties will cooperate and negotiate in good faith to reach consensus
approval of the RFQ/P criteria and selection timelines and process. The RFQ/P will be released
following Metro's acquisition of the Property.
6.2 Shared Contributions:
6.2.1 Each party will review,provide input, and approve the RFQ/P prior to release.
6.2.2 Each party will contribute staff to a technical review of received submissions.
6.2.3 Each party will work together to seat a developer selection committee which will
recommend a developer team and concept for endorsement by the Parties.
6.3 Citv's Contributions: The City will provide the following in preparation for the RFQ/P:
6.3.1 Summary of City incentives and resources available for the Project,if any.
6.3.2 Existing due diligence materials on the property including, if any:
• Phase I and/or Phase II Environmental studies;
• Soil reports;
• Surveys;
• Title Insurance Policy.
6.4 Metro's Contributions: Metro will provide the following in preparation for the RFQ/P:
6.4.1 Metro Affordable Housing Bond Regional Acquisition Program goals and
requirements for the Project.
6.4.2 Due diligence materials on the property, if any, obtained by Metro for its
acquisition:
• Phase I and/or Phase II Environmental studies;
• Surveys;
• Geotechnical investigation reports;
• Architectural and civil engineering analysis.
Page 4 IGA—DEVELOPER SOLICITATION AND SELECTION
6.4.3 An all-in contribution of seven million one hundred fifty thousand and 00/100
dollars($7,150,000.00). This contribution will be inclusive of Metro's acquisition and
due diligence expenses for the site.
6.5 HACC's Contributions: In preparation for the RFQ/P,HACC will establish the amount
of its allocation of Regional Affordable Housing Bond program funds it will make available to
support affordable housing on the Property and will share its funding criteria and Project
requirements consistent with its Local Implementation Strategy for inclusion in the development
solicitation.
6.6 RFO/P Selection Criteria. Metro will establish the RFQ/P selection criteria,allocation
of scoring,process,terms and conditions,with input,review, and approval by the City and
HACC,based on the Parties'expected contributions set forth herein. Proposals must satisfy the
requirements and priorities set forth in Section 2 above, all applicable Metro Affordable Housing
Regional Acquisition Program criteria,HACC's LIS,the City Zoning and Development Code,
and all applicable provisions of ORS 279A-C.
7. Developer Solicitation and Selection. The Developer solicitation and selection will be
conducted by the Parties in cooperation with a Review Committee.
7.1 Costs. Metro will release the RFQ/P with the consensus support of Metro,the City and
HACC. Metro will be responsible for administering the RFQ/P process and will pay for Metro's
administrative costs of developer solicitation.
7.2 Review Committee. The Parties, in cooperation with HACC,will appoint a Review
Committee (the "Committee")by the mutual agreement,to provide equal representation to each
party. The Committee will review responses to the RFQ/P and provide developer selection
recommendations.
7.3 Committee Recommendation Scoring. The Committee will score responses for each
Property based on the criteria and scoring allocation described in the Request for Qualifications
and Proposals, and the highest scoring developer for each Property shall receive the Committee's
recommendation. The Committee shall also provide a yes/no indication as to whether,regardless
of score,it recommends going forward with any or none of the submitted responses.
7.4 Approval by Parties. The Review Committee's recommendation will be advisory to
HACC. In the event that the HACC does not agree with the Review Committee's
recommendation,the Parties will work together to either select a mutually agreeable Team from
among the submitted proposals or to re-open the solicitation for an additional ninety(90)days. In
the event that after an extended solicitation,no mutually agreeable team is selected,Metro will
continue to independently pursue an affordable housing development for the site.
8. Exclusive Negotiating Agreement. Upon the selection of a developer,Metro will enter into
an Exclusive Negotiating Agreement with the selected developer which will provide developer
with site control for a period of time during which the developer will begin to design the Project
and secure financing.
9. Disposition and Development Agreement. Metro will negotiate the terms of a disposition
and development agreement("DDA")with the selected developer,providing for the conveyance
of the property to the selected developer at a reduced price, in return for, among other things,the
construction of an approximately fifty(50)unit multi-family income restricted affordable housing
Project on the Property. Metro will have sole authority to negotiate the terms of the DDA with the
selected developer.
Page 5 IGA—DEVELOPER SOLICITATION AND SELECTION
10. Term. This Agreement will expire on the earlier of: four(4)years from the Effective Date;
the date Metro executes a DDA with a developer selected as set forth in this IGA; or the date the
Parties determine they are unable to agree upon the selection of a developer after an extended
solicitation.
11. Termination. This Agreement may be terminated for cause or mutual convenience, subject
to the requirements set forth in this section.Notices of termination must be issued in one of the
two forms set forth below:
11.1 Termination for Cause. The Parties will negotiate in good faith to resolve any dispute
arising out of this Agreement. However,any Party to this Agreement may declare a default before
the date of expiration, if that Party determines in its sole discretion that a material breach of the
terms of this Agreement has occurred. If any Party so determines,the aggrieved Party shall
promptly document the breach and state a demand that the breach be cured. The breaching Party
must thereafter cure said breach within thirty(30)days of receipt of said notice. If the breaching
Party fails to so cure, or under circumstances where the breach cannot reasonably be cured within
a 30-day period, fails to begin curing such violation within the 30-day period,or after thirty(30)
days has expired fails to continue diligently to cure the breach until finally cured,the aggrieved
Party may, at its sole discretion,immediately terminate this Agreement. The exercise of this
termination right will not extinguish or prejudice the terminating Party's right to seek damages
and enforcement of the terms of this Agreement in a court of competent jurisdiction with respect
to any breach that has not been cured.
11.2 Termination for Convenience. The Parties may terminate this Agreement for
convenience based on mutual written agreement.
12. Property Management. Metro will manage the Property as set forth in this section after the
closing of the Metro conveyance.
13. Covenant to Provide Further Assurances. The Parties acknowledge that they are entering
into a long-term arrangement in which their cooperation is required. At any time and from time to
time during the Term of this Agreement,the Parties will cooperate with each other and promptly
upon request and without further consideration, execute or deliver any other documents,
instruments,files,books,materials and records,and do all further acts and things as may be
reasonably necessary or desirable to carry out the intent of the Parties under this Agreement.No
Party may unreasonably withhold conditions or delay its compliance with any reasonable request
made pursuant to this Section.
14. Notices. All notices required or permitted to be given must be in writing to the address set
forth below and will be deemed given upon(a)personal service, (b)deposit in the United States
Mail,postage prepaid, (c) deposit with a nationally recognized overnight courier service, or(d)
by email delivery. All such notices will be deemed received(e)upon personal service, (f)three
(3)days after deposit in the United States Mail,postage prepaid, (g)one(1) day after deposit with
a nationally recognized overnight courier service, or(h) if by email delivery, (i) on the date of
delivery,provided that the email is sent on a business day during the hours stated above, or(j)on
the next business day if the email is sent outside of the hours state above).
Page 6 IGA—DEVELOPER SOLICITATION AND SELECTION
To Metro: Metro
Elissa Gertler,Planning Director
600 N.E. Grand Avenue
Portland, OR 97232-2736
Email: Elissa.Gertler@oregonmetro.gov
Phone: 503-797-1752
To City: City of Lake Oswego
Scot Siegel, Community Development Director
P.O. Box 369
Lake Oswego, OR 97034
Email: ssiegel@ci.oswego.or.us
Phone: 503-699-7474
To HACC: Devin Ellin
Director of Housing Development
Housing Authority of Clackamas County
P.O. Box 1510
Oregon City, OR 97045
Email: dellin@clackamas.us
Phone: 971-227-0472
The foregoing addresses may be changed by written notice,given in the same manner.Notice given
in any manner other than the manners set forth above will be effective when received by the party
for whom it is intended. Telephone number and email addresses are for information only.
15. Insurance; Indemnification;Limitation on Liability.
15.1 The Parties will self-insure or maintain general liability insurance and workers
compensation insurance coverage.Each party is responsible for the wages and benefits of its
respective employees performing any work or services related to this Agreement.
15.2 Subject to the limitations and conditions of the Article XI, Sections 7 and 11 of the
Oregon Constitution and the Oregon Tort Claims Act,ORS 30.260-300, each party will indemnify,
defend,and hold harmless the other Party,its elected officers and employees,from and against any
and all liabilities,claims,demands,damages,actions,costs,penalties,losses and expenses suffered
or incurred as a result of third-party claims arising out of a Party's performance of this Agreement
or resulting in whole or in part from any act,omission,negligence,fault or violation of law by a
Party,its officers,employees,agents,and contractors.This indemnity provision does not apply to
third-party claims resulting from the sole negligence or willful misconduct of a Party.
15.3 In no event will the Parties be liable to each other for,and each Party releases the other
from,any liability for special,punitive,exemplary,consequential,incidental or indirect losses or
damages(in tort,contract or otherwise)under or in respect of this Agreement,however caused,
whether or not arising from a Party's sole,joint or concurrent negligence.
16. Assignment. No Party may assign any of its rights or responsibilities under this Agreement
without prior written consent from the other Party, except the Parties may subcontract for
performance of any of their responsibilities under this Agreement.
Page 7 IGA—DEVELOPER SOLICITATION AND SELECTION
17. Severability. If any covenant or provision in this Agreement shall be adjudged void, such
adjudication shall not affect the validity, obligation, or performance of any other covenant or
provision which in itself is valid, if such remainder would then continue to conform to the terms
and requirements of applicable law and the intent of this Agreement.
18. No Partnership. Nothing contained in this Agreement or any acts of the Parties hereby shall
be deemed or construed by the Parties, or by any third person,to create the relationship of
principal and agent,or of partnership, or of joint venture,or any association between the Parties.
19. Non-Waiver of Government Rights. Subject to the terms and conditions of this Agreement,
by making this Agreement the City is specifically not obligating itself with respect to any
discretionary action relating to development approvals or the operation of the improvements to be
constructed on the Property, except as expressly set forth herein.
20. Conflict of Interests. No officer, director or employee of the Parties shall have any personal
interest, direct or indirect, in the Agreement,nor shall any such elected official, director,or
employee participate in any decision relating to the Agreement which affects his or her personal
interest or the interests of any corporation,partnership, or association in which he or she is,
directly or indirectly, interested.
21. No Third Party Beneficiaries. The City,Metro and HACC are the only parties to this
Agreement and are the only parties entitled to enforce its terms and the sole beneficiaries hereof.
Nothing in this Agreement gives, is intended to give, or will be construed to give or provide any
benefit or right,whether directly, indirectly, or otherwise,to third persons any greater than the
right and benefits enjoyed by the general public.
22. Oregon Law,Dispute Resolution,and Forum. This Agreement is to be construed according
to the laws of the State of Oregon.Any litigation between the Parties arising under this Agreement
will occur,if in the state courts,in the Multnomah County Circuit Court,and if in the Federal
courts,in the United States District Court for the District of Oregon located in Portland,Oregon.
23. Compliance with Law. No recipient or proposed recipient of any services or other assistance
under the provisions of this Agreement or any program related to this Agreement may be excluded
from participation in,be denied the benefits of,or be subjected to discrimination under any program
or activity funded in whole or in part with the funds made available through this Agreement on the
grounds of race,color,or national origin,42 U.S.C. §2000d(Title VI),or on the grounds of
religion, sex,ancestry,age, or disability as that term is defined in the Americans with Disabilities
Act.For purposes of this section,"program or activity"is defined as any function conducted by an
identifiable administrative unit of government receiving funds pursuant to this Agreement.
Page 8 IGA—DEVELOPER SOLICITATION AND SELECTION
24. Entire Agreement. Except as otherwise set forth herein in writing,this Agreement
constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous
oral or written communications, agreements or representations relating to this Property.No
course of dealing between the Parties and no usage of trade shall be relevant to supplement any
term used in this Agreement.No waiver,consent,modification or change of terms of this
Agreement shall bind any Party unless in writing and signed by all Parties. The failure of a Party
to enforce any provision of this Agreement shall not constitute a waiver by any Party of that or
any other provision.
IN WITNESS WHEREOF,the Parties hereto have set their hands on the day and year set
forth below.
Housing Authority of Clackamas County
By:
Tootie Smith
Title: Chair
Date:
City of Lake Oswego
By:
Martha Bennett
Title: City Manager
Date:
Metro
By:
Marissa Madrigal
Title: Chief Operating Officer
Date:
Exhibits:
Exhibit A—Legal Description of the Property
Page 9 IGA—DEVELOPER SOLICITATION AND SELECTION
Exhibit A
Property Legal Description
PARCEL I:
Part of Lot 180,BRYANT ACRES PLAT 3, in the City of Lake Oswego, County of Clackamas,
and State of Oregon, described as follows:
Beginning at the point of intersection of the East line of said Lot 180 with the South boundary of
West Sunset Drive;thence South 0° 10'East 135 feet,more or less,along the East line of said lot
to the Northeast corner of that certain tract of land reserved by the grantors in Deed to William J.
Cooley and Milton M.Wolsborn,recorded June 20, 1950, in Deed Book 432,Page 500;thence
South 89° 50'West 66 feet;thence North 0° 10'West 135 feet,more or less,to the South
boundary of West Sunset Drive;thence East along said South boundary of West Sunset Drive, 66
feet to the place of beginning.
PARCEL II:
Part of Lot 181,BRYANT ACRES PLAT 3, in the City of Lake Oswego, County of Clackamas
and State of Oregon,more particularly described as follows:
Beginning at the Northwest corner of said Lot;thence South 89° 35'East,288.9 feet to the most
Easterly corner of said Lot;thence South 45°08-1/2'West 252.55 feet; thence North 50° 55'West
160.42 feet to a point in the West line of Lot 181;thence North 0° 10'West 64.42 feet to the point
of beginning.
EXCEPTING THEREFROM that portion described in Warranty Deed to The City of Lake
Oswego, Oregon,a municipal corporation,recorded January 21, 1993 as Fee No. 93004379.
PARCEL III:
Part of Lot 180,BRYANT ACRES PLAT 3, in the City of Lake Oswego, County of Clackamas
and State of Oregon, described as follows:
Beginning at the intersection of the West line of Lot 180 and the South line of W. Sunset Drive;
thence South 89° 35'East along said South line 66 feet to the Northwest corner of that tract
conveyed to Stephen S. Hazzard, et ux,by Deed recorded April 8, 1974, as Recorder's Fee No. 74
8577, Clackamas County Records;thence South 0° 10'East along the West line of said Hazzard
Tract 137.59 feet to the Southwest corner thereof, said point also being the Northeast corner of
that tract conveyed to Robert E. Reynolds, et ux,by Deed recorded July 8, 1974, as
Recorder's Fee No. 74 18864, Clackamas County Records;thence South 89° 50'West along the
North line of said Reynolds Tract 66 feet to the Northwest corner thereof,being a point on the
West line of Lot 180; thence North 0° 10'West along said West line, 138.18 feet to the point of
beginning.
PARCEL IV:
Part of Lot 180,BRYANT ACRES PLAT 3, in the City of Lake Oswego, County of Clackamas
and State of Oregon, described as follows:
Beginning at a point on the West line of said Lot 180 at the intersection with the Northwest
boundary line of Boones Ferry Road;thence North and following the West line of said Lot 180, a
distance of 209.15 feet to an iron pipe;thence North 89° 50'East 66.00 feet to an iron pipe;
thence South 0° 10'East 150.81 feet to an iron pipe set in the Northwesterly line of Boones Ferry
Page 1 —Property Legal Description
Road;thence South 48°24'30" West and following the Northwesterly line of Boones Ferry Road,
88.00 feet to the point of beginning.
EXCEPTING THEREFROM that portion conveyed to the City of Lake Oswego,by deed
recorded January 14, 1993,as Recorder's Fee No. 93-02628.
PARCEL V:
Part of Lot 180,BRYANT ACRES PLAT 3, in the City of Lake Oswego, County of Clackamas
and State of Oregon,more particularly described as follows:
Beginning at an iron pipe set in the point of intersection of the East line of Lot 180 with the
Northwesterly boundary line of Lower Boones Ferry Road;thence North 0° 10'West 92.48 feet
along the Easterly line of Lot 180 to an iron pipe; thence South 89° 50 West 66.00 feet to an iron
pipe;thence South 0° 10'East, 150.81 feet to an iron pipe set in the said Northwesterly line of
Lower Boones Ferry Road;thence North 48°24'30" East 88.00 feet to the point of beginning.
EXCEPTING THEREFROM that portion conveyed to the City of Lake Oswego by Deed
recorded November 24, 1992,as Document No. 92-75195.
PARCEL VI:
A tract of land situated in the most Southerly part of Lot 181,BRYANT ACRES PLAT 3,in the
City of Lake Oswego, County of Clackamas and State of Oregon,more particularly described as
follows,to wit:
Beginning at an iron pipe set in the most Southerly corner of said Lot 181, said corner being in
the center of Lower Boones Ferry Road in said Plat 3, from said beginning point;thence North 0°
10'West,219.98 feet along the Westerly boundary line of said lot to an iron pipe;thence South
50° 55'East, 160.42 feet to an iron pipe set in the Southeasterly boundary line of said lot,last said
boundary line being the said center line of Lower Boones Ferry Road;thence South 45° 08'30"
West 117.65 feet along the said Southeasterly boundary line to an iron pipe set in the angle of
said line;thence South 48°24'30" West, 53.30 feet to the point of beginning.
EXCEPT that portion of property deeded by the State of Oregon to Steven R. Hambleton and
Bonnie L. Hambleton,Recording Certificate No. 93-02191, and subsequently recorded in favor of
the City of Lake Oswego by Deed recorded January 12, 1993, as Document No. 93-02192.
Page 2—Property Legal Description