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HomeMy WebLinkAboutContractCAG-20-321 STANDSTILL AGREEMENT Sunset Area This Standstill Agreement ("Agreement"), dated for reference purposes only as June 24, 2020, is made between the City of Renton, a municipal corporation organized and existing under the laws of the State of Washington (the "City"j, on the one hand, and, on the other hand, Sclera, LLC, DevCo, LLC, and Sclera Manager, LLC, each a Washington limited liability company, (collectively, "DevCo" }. The City and DevCo are each a "Party," and are collectively the "Parties," to this Agreement. RECITALS A. On April 6, 2020, the City enacted an emergency moratorium (Ord. 5957) (the "Moratorium") on, among other things, the acceptance of any land use applications for large residential projects within specified portions of the "Sunset Area," as described in the Moratorium. The Moratorium states that it was enacted to facilitate the consideration of amendments to the Renton Municipal Code as it relates to development within the Sunset Area ("Sunset Development Changes" }. For the purposes of this Agreement, the term Sunset Development Changes refers to the sets of draft development regulations labeled by the City as "D-174: Mixed -Income Housing in the CV Zone" and "D-1 69: Site plan Review," The term Sunset Development Changes does not include the draft development regulations labeled by the City as "0- 173, Waived Fees" (the "Waived Fees Development Changes"). The Moratorium states that it shall be in effect until October 6, 2020, B. On May 4, 2020, DevCo submitted an application (the "Application') for a minor modification of the approved Master Plan for the Sclera site (City File LUA1 8- 000490) ("Solera'l within the Sunset Area. DevCo represents that it owns property within Solera and is under contract to purchase more. C. In a letter dated May 7, 2020, the City rejected the Application (the "Rejection's because the City concluded the Application was barred by the Moratorium. ❑, On May 20, 20.20, DevCo filed an appeal (the "Appeal' of the Rejection with the Hearing Examiner for the City of Renton, contending that the Moratorium constitutes an unlawful basis for the Rejection. E. The law firm Hillis Clark Martin & Peterson ("HCMP) represents DevCo with respect to Solera. On April 9, 2020, HCMP employee Krista Stokes submitted a public records request to the City on behalf of DevCo, enumerating requested records including records related to Solera, The City assigned the public records request number CO00179-040920 (the "Records Request'). The City respa nded on April 15, 2020 and anticipated an installment on May 14, 2020. On May 14, 2020 the City provided a first installment of records responsive to the Records Request and anticipated a response and second installment on .tune 11, 2020, On June 11, 2020 the Sfaridslili Agreement Page 1 City provided a second installment of records responsive to the Records Request and anticipated a response and installment on July 9, 2020. F. The City plans to move forward with its consideration of Sunset Development Changes and Waived Fees Development Changes as described in this Recital. On June 3, 2020, the City's Planning Commission opened a public hearing on Sunset ❑evelopment Changes and Waived Fees Development Changes. The public hearing remains open, and the City anticipates that draft development regulation language for Sunset ❑evelopment Changes and Waived Fees ❑evelopment Changes will be made available for public comment on or before June 19, 2020. The Planning Commission will allow and is anticipated to receive additional public testimony on Sunset Development Changes and Waived Fees Development Changes at its July 1, 2020 meeting. At its July 15, 202❑ meeting, the Planning Commission is anticipated to close the public hearing, deliberate, and issue recommendations to the City Council regarding potential Sunset Development Changes and Waived Fees Development Changes. The ordinary schedule would call for the City Council Planning & ❑evelopment Committee to make a recommendation to the full City Council regarding the same in late July or August. G. The Solera Master Plan makes up 10.8 acres of the Sunset Area that is vacant and slated for redevelopment with the approved Solera Preliminary Plat and Master Plan. Before the Moratorium was enacted, the Parties had begun talks regarding additional details for the development of Solera that could help advance each Party's objectives. for the Solera site. H. The Parties wish to resume negotiating potential terms for a development agreement that would enable the Parties to move forward with mutually agreeable development plans for Solera. To facilitate those negotiations, the Parties wish to stay consideration of the Appeal, suspend the City Council's formal action on Sunset Development Changes, allow the City Council's formal action to proceed with Waived Fees ❑evelopment Changes, and suspend the City's obligations with respect to the Records Request consistent with the terms of this Agreement. Except as expressly set forth in this Agreement, the Parties wish to preserve the status quo and their respective legal rights during the term of this Agreement. AGREEMENTS The Parties agree as follows: 'i. Standstill Provisions 1,11 Standstill Period. The term "Standstill Period" means the period commencing upon the mutual execution of this Agreement and ending on August 31, 2020, unless extended to a later date by a written instrument executed by all Parties. Notwithstanding the foregoing, either Party may terminate the Standstill Period at any time upon the occurrence of a breach of this Agreement by the other Party and the issuance of a notice of such breach by the Party asserting the breach. Notice shall be 5faWs[il! Agree, i Gent Page 2 sufficient if it is sent by email to the individual executing this Agreement an behalf of the other Party. 1.2 Appeal Standstill. Within 5 business days after mutual execution of this Agreement, the Parties shall jointly request a stay of the Appeal for the length of the Standstill Period. if the Hearing Examiner denies that request in whole or in part for any reason, this Agreement shall automatically terminate and be of no further force or effect. The Parties agree that, to the fullest extent permitted by law, all statutes of limitations and other legal or equitable limitations periods, appeal periods, or deadlines that may apply to DevCo's rights relating to Solera are hereby suspended and tolled during the Standstill Period. The Standstill Period shall not be included in computing the time limited by any statute of limitations or other legal or equitable limitations period, appeal period, or deadline that may apply to ❑evCo's rights relating to Solera. 1.3 Standstill of Sunset Development Changes. Except as expressly provided In this Agreement, the City shall not enact any ordinances or effect any zoning- or land use -related regulatory or policy changes with respect to the Sunset Area during the Standstill Period, and the City shall not adopt the Sunset Development Changes or take other formal action, including issuing a recommendation from the City Council Planning & Development Committee with respect to the Sunset Development Changes, during the Standstill Period. This restriction includes prohibiting City staff from seeking a recommendation from the City Council Planning & Development Committee regarding the Sunset Development Changes during the Standstill Period. However, this restriction shall not prohibit City staff from (a) presenting information about the Sunset Development Changes to any member or group of members of the Planning Commission, (b) seeking or obtaining a recommendation regarding the Sunset Development Changes from the Planning Commission, or (c) answering status questions about the Sunset Development Changes posed by any member or group of members of the City Council. The City agrees that if, at the conclusion of the Standstill Period, the City's Community & Economic Development ("CED") staff have substantially modified the draft language of Sunset Development Changes from the version subject to the Planning Commission recommendation, CED staff will recommend to the Planning Commission that the public hearing on Sunset Development Changes be re- opened, followed by new deliberations and recommendation by the Planning Commission. Waived Fees Development Changes are not subject to the Standstill Period. 1.4 Records Request Closure. The Parties, on behalf of themselves and their agents and representatives, agree that the Records Request is closed as of the last date signed below by the Parties. If at the conclusion of the Standstill Period DevCo wishes to re -open the Records Request, DevCo or HCMP shall notify the City via the GovQA portal for the Records Request (identified in GovQA as: Public Records Request CQa0179-040920) or via direct email to cit clerkrecords rentonwa. ov. The notification shall specifically request that the Records Request be re -opened and that the City resume its work on installment(s) of records responsive to the Records Request. Upon such notification to re -open the Records Request, the City records clerk shall provide the next installment of documents pursuant to the Records Request within SlandslillRgreeimnl Page 3 three weeks of the notification. After that installment, the City agrees to produce such other installments as are necessary to respond fully to the Records Request as required by law. 1.5 Application Standstill. ❑evC❑ shall fife no additional permit or other land use applications with respect to Solera during the Standstill Period, except as necessary to preserve ❑evCo's legal rights relating to Sclera, as allowed pursuant to any vested rights predating the Moratorium, or as agreed by the Parties. 1.6 Expiration or Termination of Standstill Period. Upon the expiration or termination of the Standstill Period pursuant to the terms of Section 1.1 above, the Parties shall be immediately released of all obligations set forth in this Agreement. 2. General Provisions. 2.1 Ratification. The Parties agree that this Agreement responds to a time -sensitive situation due to the Appeal pending before the Hearing Examiner, which causes the City to need to execute this Agreement prior to review by the City Council. Accordingly, this Agreement is subject to City Council consideration, and City staff will present the Agreement to the City Council at its first availability after the City's date of execution. If the City Council considers the Agreement and does not ratify it, then the Agreement will automatically terminate with no liability or farther obligation arising on the part of the Parties. 2.2 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter. 2.3 Counterparts. This Agreement may be executed in counterparts, and facsimile or electronic signatures including signatures scanned and transmitted by email) shall be considered valid and binding as if original signatures. Executed by the Parties on the dates signed below: ❑EVCO, LLC s a David Ratliff Vice President/Managing Member Date: L 12LA I -2X_,-L0 Slandstili Agreement Page 4 DocuSign Envelope ID: 3EB9C21D-E567-4449-83D2-757E1FEE2458 SCLERA, LLC David f Managing Member [2!L ❑ate: C z' i a - r SCLERA MANAGER, LLC David Ratliff Managing Member Date: CITY DocuSigned by: Cliff Long Cliff Long Acting Community & Economic Development Administrator Date: 6/25/2020 1 12:45 PM PDT Standstill Agreement Page 5