HomeMy WebLinkAboutFinal Agenda Packet
CITY OF RENTON
AGENDA - City Council Regular Meeting
7:00 PM - Monday, March 18, 2024
Council Chambers, 7th Floor, City Hall – 1055 S. Grady Way
Please note that this regular meeting of the Renton City Council is being offered as a hybrid
meeting and can be attended in person at the Council Chambers, 7th floor of City Hall, 1055 S
Grady Way, Renton, 98057 or remotely through Zoom.
For those wishing to attend by Zoom: Please (1) click this link
https://us02web.zoom.us/j/84938072917?pwd=TUNCcnppbjNjbjNRMWpZaXk2bjJnZz09 (or
copy/paste the URL into a web browser) or (2) call-in to the Zoom meeting by dialing 253-215-
8782 and entering 849 3807 2917 Passcode 156708, or (3) call 425-430-6501 by 5 p.m. on the
day of the meeting to request an invite with a link to the meeting.
Registration for Audience Comment: Registration will be open at all times, but speakers must
register by 5 p.m. on the day of a Council meeting in order to be called upon. Anyone who
registers after 5 p.m. on the day of the Council meeting will not be called upon to speak and
will be required to re-register for the next Council meeting if they wish to speak at that next
meeting.
Request to Speak Registration Form:
o Click the link or copy/paste the following URL into your browser:
https://forms.office.com/g/bTJUj6NrEE
You may also call 425-430-6501 or email jsubia@rentonwa.gov or
cityclerk@rentonwa.gov to register. Please provide your full name, city of residence,
email address and/or phone number, and topic in your message.
A sign-in sheet is also available for those who attend in person.
Video on Demand: Please click the following link to stream Council meetings live as they
occur, or to select previously recorded meetings:
Renton Channel 21 Video on Demand
1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE
2. ROLL CALL
3. PROCLAMATION
a) Developmental Disabilities Month - March 2024
4. ADMINISTRATIVE REPORT
a) Administrative Report
5. AUDIENCE COMMENTS
All remarks must be addressed to the Council as a whole, if a response is requested
please provide your name and address, including email address, to the City Clerk to
allow for follow-up.
Speakers must sign-up prior to the Council meeting.
Each speaker is allowed three minutes.
When recognized, please state your name & city of residence for the record.
NOTICE to all participants: Pursuant to state law, RCW 42.17A.555, campaigning for or
against any ballot measure or candidate in City Hall and/or during any portion of the council
meeting, including the audience comment portion of the meeting, is PROHIBITED.
6. CONSENT AGENDA
The following items are distributed to Councilmembers in advance for study and review, and
the recommended actions will be accepted in a single motion. Any item may be removed for
further discussion if requested by a Councilmember.
a) Approval of Council Meeting minutes of March 11, 2024.
Council Concur
b) AB - 3527 Mayor Pavone recommends confirming his appointment of Mr. Hermant
Tanwar to the Equity Commission for a term expiring December 31, 2026.
Refer to Community Services Committee
c) AB - 3525 Executive Services Department requests approval to pay Ivoxy Consulting
$347,891.60 for the city's second phase of the disaster recovery and business continuity
(DR/BC) infrastructure upgrade and alignment between City Hall and Fire Station 12.
Council Concur
d) AB - 3523 Parks & Recreation Department submits a fee waiver request in the amount of
$150 to waive the rental fee for the Riverview Shelter for the April 28, 2024 Renton CROP
Walk. The event organizer will pay the $85 Temporary Event Permit fee.
Refer to Finance Committee
e) AB - 3526 Public Works Airport recommends approval to execute the Agreement and
Consent to Leasehold Deed of Trust documents between the city, RNT 750 LLC, and
Signature Bank, which provides protections for Signature Bank in the case of default by
leaseholder RNT 750 LLC among other provisions.
Refer to Transportation (Aviation) Committee
7. UNFINISHED BUSINESS
Topics listed below were discussed in Council committees during the past week. Those topics
marked with an asterisk (*) may include legislation. Committee reports on any topics may be
held by the Chair if further review is necessary.
a) Utilities Committee: 1) Agreement with KLJ Financial Consulting for 2024 Comprehensive
Rate Study and Recommendation for System Development Charges for the Water,
Wastewater, and Surface Water Utilities
8. LEGISLATION
9. NEW BUSINESS
(Includes Council Committee agenda topics; visit rentonwa.gov/cityclerk for more
information.)
10. ADJOURNMENT
COMMITTEE OF THE WHOLE MEETING AGENDA
(Preceding Council Meeting)
5:45 p.m. - 7th Floor - Council Chambers/Videoconference
Hearing assistance devices for use in the Council Chambers are available upon request to the City Clerk
CITY COUNCIL MEETINGS ARE TELEVISED LIVE ON GOVERNMENT ACCESS CHANNEL 21
To view Council Meetings online, please visit rentonwa.gov/councilmeetings
ArmondoPavoneMayorWHEREAS,since1987MarchhasbeennationallyrecognizedasNationalDevelopmentalDisabilitiesMonth,toraiseawarenessaboutthesupportandrightsofpeoplewithdisabilitiesandtocelebratetheircontributionstooursociety;andWHEREAS,publicawarenessaboutdevelopmentaldisabilitiespromotesacceptanceandunderstanding,whiledecreasingprejudiceandmisconception;andMTHEREA.S,peoplewithdevelopmentaldisabilitieshavemanyskills,talents,andabilitiestocontributetotheirneighborhoodsandcommunities;and‘WHEREAS,individualswithdevelopmentaldisabilitiescomefromdiverseracial,ethnic,educational,social,religious,andeconomicbackgroundsandarevaluedmembersofourCity;andM1HEREAS,oneoutoftenfamiliesintheCityofRentonaretouchedbydevelopmentaldisabilities;and‘WHEREAS,theCityofRentoncontinuestobeattheforefrontofchangeinbuildinganinclusivecitywhereallindividualscanlive,workandplay;NOWTHEREFORE,I,ArmondoPavone,MayoroftheCityofRenton,doherebyproclaimMarch2O24tobeDevelopmentalDisabilitiesMonthintheCityofRenton,andIencourageallmembersofthecommunity,publicandprivateinstitutions,businesses,andschoolstojoininthisspecialmonthofobservationandprovidesupporttoandrecognitionoftheabilitiesofindividualswithdevelopmentaldisabilitiesallyearlong.IN‘WiTNESSTHEREOF,IhavehereuntosetmyhandandcausedithesealoftheCityofRentontobeaffixedthis18thdayofMarch,2024.PROCLAMATIONArmñ’drjPu,jne,MayorCityofRenton,WashingtonRentonCityHaIl,7thFloor1055SouthGradyWay,Renton,WA98057.rentonwa.govAGENDA ITEM #3. a)
Mayor’s Office
Memorandum
DATE: March 18, 2024
TO: Ed Prince, Council President
Members of Renton City Council
FROM: Armondo Pavone, Mayor
Ed VanValey, Chief Administrative Officer
SUBJECT: Administrative Report
• Starting Monday, March 18, a portion of the lawn area at Sunset Neighborhood Park
will be fenced off through April 5 to perform irrigation maintenance. Contact Parks
and Recreation Department at (425) 430-6600 or rentonwa.gov/parks for more
information.
• There will be full street closures of Nelson Pl NW and NW 3rd Pl, between Rainier
Ave N and Hardie Ave NW during the daytime from 6:00 am to 4:00 pm, Monday
through Friday from 3/14-3/29.
• The 2024 State of the City address will be held Thursday, March 21, at 6 p.m. at the
Renton IKEA Performing Arts Center, 400 South 2nd Street. Come hear Mayor
Pavone share the progress made in Renton and receive a glimpse of the exciting
initiatives and plans for 2024. Doors will open at 5:15 p.m., and light refreshments
will be served. Get your tickets at rentonwa.gov/sotc.
• The Government Finance Officers Association of the United States and Canada
(GFOA) has awarded the Certificate of Achievement for Excellence in Financial
Reporting to the City of Renton for its annual comprehensive financial report for the
fiscal year ending December 31, 2022. The Certificate of Achievement is the highest
form of recognition in governmental accounting and financial reporting, and its
attainment represents a significant accomplishment by a government and its
management.
• Information about preventative street maintenance, traffic impact projects, and
road closures happening this week can be found at http://rentonwa.gov/traffic. All
projects are weather permitting and unless otherwise noted, streets will always
remain open. Preventative street maintenance, traffic impact projects, and road
closures will be at the following locations:
Monday, March 18 through Friday, March 29, 6:00 a.m. to 4:00 p.m. Full street
closures at Nelson Pl NW and NW 3rd Pl, between Rainier Ave N and Hardie Ave
NW. Streets will be opened on Saturdays and Sundays during this time.
AGENDA ITEM #4. a)
Ed Prince, Council President
Members of Renton City Council
Page 2 of 2
March 18, 2024
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Intermittent lane closure on NE 12th St and Jefferson Ave NE for utility
installation. Questions may be directed to Brad Stocco, 425-282-2373.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Northbound lane closures on Burnett Ave S between S 5th St and S 4th St for
construction work. Questions may be directed to Rob Blackburn, 206-379-1489.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Intermittent lane closures on S. Grady Way at Williams Ave S for construction
work. Questions may be directed to Tom Main, 206-999-1833.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Road closure on Kirkland Ave NE between NE Sunset Blvd and NE 12th St for
utility installation. A detour route will be provided. Questions may be directed to
Brad Stocco, 425-282-2373.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Intermittent lane closure on Lincoln Ave NE between at NE 38th St for utility
construction work. Questions may be directed to Pat DeCaro, 425-207-6013.
Monday, March 18 through Friday, March 22, 24 hours a day Intermittent lane
closure on Rainier Ave S between S 2nd St and Airport Way for construction
work. Questions may be directed to Joe Nerlfi, 425-757-9657.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Intermittent lane closure on NE Sunset Blvd between Edmonds Ave NE and
Kirkland Ave NE for construction work. Questions may be directed to Brad
Stocco, 425-282-2373.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Intermittent lane closures on Williams Ave S at Grady Way S for construction
work. Questions may be directed to Tom Main, 206-999-1833.
Monday, March 18 through Friday, March 22, 8:00 a.m. to 3:00 p.m.
Southbound travel and parking lane closures on Williams Ave S between S 2nd
and S 3rd Streets for construction work. Questions may be directed to Sam
Stolmeier, 425-430-7288.
Ongoing Street Closure (City of Renton Resolution No. 4446). FULL STREET
CLOSURE on Sunset Lane NE between NE 10th Street and Harrington Place NE in
support of the Solera Development Project (LUA20-000305). Questions may be
directed to Brad Stocco, 425-282-2373.
AGENDA ITEM #4. a)
March 11, 2024 REGULAR COUNCIL MEETING MINUTES
CITY OF RENTON
MINUTES - City Council Regular Meeting
7:00 PM - Monday, March 11, 2024
Council Chambers, 7th Floor, City Hall – 1055 S. Grady Way
CALL TO ORDER AND PLEDGE OF ALLEGIANCE
Mayor Pavone called the meeting of the Renton City Council to order at 7:00 PM and led the
Pledge of Allegiance.
ROLL CALL
Councilmembers Present:
Ed Prince, Council President
James Alberson, Jr., Council Position No. 1
(attended remotely)
Carmen Rivera, Council Position No. 2
(attended remotely)
Valerie O'Halloran, Council Position No. 3
Ryan McIrvin, Council Position No. 4
Kim-Khánh Vǎn, Council Position No. 7
(attended remotely)
Councilmembers Absent:
Ruth Pérez, Council Position No. 6
MOVED BY PRINCE, SECONDED BY ALBERSON, COUNCIL EXCUSE ABSENT
COUNCILMEMBER RUTH PÉREZ. CARRIED.
ADMINISTRATIVE STAFF PRESENT
Armondo Pavone, Mayor
Ed VanValey, Chief Administrative Officer
Patrice Kent, Senior Assistant City Attorney
Jason Seth, City Clerk
Kristi Rowland, Deputy Chief Administrative Officer
Commander Chandler Swain, Police Department
Attended Remotely:
Judith Subia, Chief of Staff
Kari Roller, Finance Administrator
Melissa McCain, Deputy City Clerk/Public Records Officer
AGENDA ITEM #6. a)
March 11, 2024 REGULAR COUNCIL MEETING MINUTES
ADMINISTRATIVE REPORT
CAO Ed VanValey reviewed a written administrative report summarizing the City's recent
progress towards goals and work programs adopted as part of its business plan for 2024 and
beyond. Items noted were:
• The 2024 State of the City address will be held Thursday, March 21, at 6 p.m. at the
Renton IKEA Performing Arts Center, 400 South 2nd Street. Come hear firsthand
about the progress made in Renton and t receive a glimpse of the exciting initiatives
and plans for 2024. Doors will open at 5:15 p.m., and light refreshments will be
served. Get your tickets at rentonwa.gov/sotc.
• Information about preventative street maintenance, traffic impact projects, and road
closures happening this week can be found at http://rentonwa.gov/traffic. All
projects are weather permitting and unless otherwise noted, streets will always
remain open.
AUDIENCE COMMENTS
• Paul Quinn, Sammamish, spoke about Renton's recycling and trash collection policies.
He gave recommendations on improving the process.
• Thomas Edward LaGrandeur, Renton, spoke about the termination of Landing Gear
Works' lease at the Renton Airport.
• Sami Saad, Renton, complained that all five cannabis shops in Renton are owned by
two white men.
• Gabriel Jones, Renton, urged Council to consider establishing additional baseball
fields in Renton.
CONSENT AGENDA
The following items are distributed to Councilmembers in advance for study and review, and the
recommended actions will be accepted in a single motion. Any item may be removed for further
discussion if requested by a Councilmember.
a) Approval of Council Meeting minutes of March 4, 2024.
b) AB - 3516 Parks & Recreation Department recommended approval of Amendment 5 to the
2020 Washington State Department of Health Supplemental Nutrition Assistance Program
(SNAP) Agreement to accept an additional $17,600 in grant funds as a dollar-for-dollar match
of SNAP benefits to use at the Renton Farmers Market. Refer to Finance Committee.
c) AB - 3524 Public Works Transportation Systems Division submitted the Duvall Avenue NE
project, CAG-20-065, contractor Reed Trucking & Excavating, Inc., and requested acceptance
of the project and authorization to release the contract bond 60 days after all State release
are obtained and any liens have been legally cleared. Council Concur.
d) AB - 3517 Public Works Utility Systems Division recommended approval to execute an
agreement with KLJ Financial Consulting, in the amount of $141,648, for the 2024
Comprehensive Rate Study and Recommendation for System Development Charges for the
Water, Wastewater, and Surface Water Utilities. Refer to Utilities Committee
MOVED BY PRINCE, SECONDED BY ALBERSON, COUNCIL ADOPT THE CONSENT
AGENDA AS PRESENTED CARRIED.
AGENDA ITEM #6. a)
March 11, 2024 REGULAR COUNCIL MEETING MINUTES
UNFINISHED BUSINESS
Topics listed below were discussed in Council committees during the past week. Those topics marked
with an asterisk (*) may include legislation. Committee reports on any topics may be held by the Chair if
further review is necessary.
a) Finance Committee: Chair O'Halloran presented a report recommending approval of the
following payments:
1. Accounts Payable - total payment of $4,161,429.63 for vouchers 10784, 414766-414985;
payroll benefit withholding vouchers 7336-7347, 414756-414765 and 1 wire transfer.
2. Payroll - total payment of $1,948,791.09 for payroll vouchers that include 664 direct
deposits and 10 checks. (2/1/24 - 2/15/24 pay period).
3. Kidder Mathews vouchers 1593-1614 totaling $33,896.45.
MOVED BY O'HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
b) Finance Committee: Chair O'Halloran presented a report recommending concurrence in the staff
recommendation to authorize the five-year lease agreement with Avive Solutions, Inc. to lease
automated external defibrillator (AED) equipment for both the Police and Facilities Departments
for a maximum contract amount of $272,015.15, plus any applicable state and local sales tax,
$54,503.03 per year. As there is no current budget for this item, the Committee further
recommends approval of additional budget needed to facilitate this agreement be included in
the 2024 Carryforward Budget Adjustment.
MOVED BY O'HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
c) Planning & Development Committee: Vice-Chair Alberson presented a report recommending
concurrence in the staff and Planning Commission recommendation to identify Alternative 2,
Incentive-Based Growth, as the preferred alternative for Rainier/Grady Junction TOD Subarea
Planned Action EIS. This preferred alternative sets minimum standards and incentives to achieve
the vision of the Subarea Plan including public benefits (e.g., affordable housing, open space,
etc.) resulting in a predominately mid-rise development pattern with high-rise development
possible through incentivized standards. The Planning and Development Committee further
recommends that a Final EIS and a Planned Action Ordinance be prepared and presented for
consideration to adopt.
MOVED BY ALBERSON, SECONDED BY O'HALLORAN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
d) Planning & Development Committee: Vice-Chair Alberson presented a report recommending
concurrence in the staff recommendation to adopt a resolution authorizing the allocation of
$217,088 from the City of Renton's contribution to SKHHP Housing Capital Fund to finance
affordable housing in South King County communities in concurrence with the SKHHP Executive
Board's recommendation.
MOVED BY ALBERSON, SECONDED BY O'HALLORAN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
AGENDA ITEM #6. a)
March 11, 2024 REGULAR COUNCIL MEETING MINUTES
LEGISLATION
Resolution:
a) Resolution No. 4525: A resolution of the City of Renton, Washington, authorizing the duly-
appointed administering agency for the South King Housing and Homelessness Partners to
execute all documents necessary to enter into agreements for the funding of affordable
housing projects, as recommended by SKHHP Executive Board, utilizing funds contributed by
the City to the SKHHP Housing Capital Fund.
MOVED BY ALBERSON, SECONDED BY O'HALLORAN, COUNCIL ADOPT THE
RESOLUTION AS PRESENTED. CARRIED.
Ordinance for second and final reading:
a) Ordinance No. 6130: An ordinance of the City of Renton, Washington, vacating a portion of
the East-West Right-of-Way through Block 15, C.D. Hillmans Lake Washington Garden of Eden
Addition to Seattle No. 1 (Vac-23-001).
MOVED BY MCIRVIN, SECONDED BY PRINCE, COUNCIL ADOPT THE ORDINANCE AS
PRESENTED. ROLL CALL: ALL AYES. CARRIED.
NEW BUSINESS
(Includes Council Committee agenda topics; visit rentonwa.gov/cityclerk for more information.)
ADJOURNMENT
MOVED BY PRINCE, SECONDED BY MCIRVIN, COUNCIL ADJOURN. CARRIED. TIME: 7:26 PM
Jason A. Seth, MMC, City Clerk
Jason Seth, Recorder
11 Mar 2024
AGENDA ITEM #6. a)
Council Committee Meeting Calendar
March 11, 2024
March 18, 2024
Monday
3:15 PM Utilities Committee, Chair Văn
Location: Council Conference Room/Videoconference
1. Agreement with KLJ Financial Consulting for 2024 Comprehensive Rate
Study and Recommendation for System Development Charges for the
Water, Wastewater, and Surface Water Utilities
2. Emerging Issues in Utilities
4:00 PM Public Safety Committee, Chair Rivera
Location: Council Conference Room/Videoconference
1. Animal Control Program Update
2. Electronic Home Detention/Monitoring Update
3. RRFA Briefing
4. Emerging Issues in Public Safety
5:00 PM Transportation Committee, Chair McIrvin
Location: Council Conference Room/Videoconference
1. Emerging Issues in Transportation
5:45 PM Committee of the Whole, Chair Prince
Location: Council Chambers/Videoconference
1. Parks Bond Projects & Deferred Maintenance
7:00 PM Council Meeting
Location: Council Chambers/Videoconference
AGENDA ITEM #6. a)
AB - 3527
City Council Regular Meeting - 18 Mar 2024
SUBJECT/TITLE: Appointment to Equity Commission-Hermant Tanwar
RECOMMENDED ACTION: Refer to Community Services Committee
DEPARTMENT: Mayor Pavone
STAFF CONTACT: April Alexander, Executive Assistant
EXT.: x6520
FISCAL IMPACT SUMMARY:
None
SUMMARY OF ACTION:
Mayor Pavone appoints Mr. Hermant Tanwar to the Equity Commission for a term expiring 12/31/26.
EXHIBITS:
A. Recommendation Memo
B. Application
STAFF RECOMMENDATION:
Confirm Mayor Pavone's appointment of Mr. Tanwar to the Equity Commission
AGENDA ITEM #6. b)
AGENDA ITEM #6. b)
1
April Alexander
From:notification@civiclive.com
Sent:Friday, January 5, 2024 4:49 PM
To:April Alexander
Subject:Application for Boards/Commissions/Committees 2024-01-05 04:49 PM(PST) Submission Notification
Categories:letter
Application for Boards/Commissions/Committees 2024‐01‐05 04:49 PM(PST) was submitted by Guest on 1/5/2024
7:49:14 PM (GMT‐08:00) Canada/Pacific
Name Value
Airport Advisory Committee*
Civil Service Commission*
Community Plan Advisory Board ‐ Benson Hill
Community Plan Advisory Board ‐ City Center
Equity Commission Equity Commission
Historical/Museum Board*
Housing Authority*
Human Services Advisory Committee*
Lodging Tax Advisory Committee*
Parks Commission*
Planning Commission*
Municipal Arts Commission*
River Days Advisory Board*
Senior Advisory Board*
Sister City Committee ‐ Cuautla
Sister City Committee ‐ Nishiwaki
Gender Mr.
Name Hemant Tanwar
Address: 930 CHELAN AVE NE
Email hemant_tanwar@hotmail.com
Phone 4258641326
AltPhone:
Resident Yes
ResidentSince yes
formerresidence Bellevue
EducationBackground I have completed bachelor and masters in science and computer science.
OccupationalBackground I have been working with local companies in software field for last 20
years. Some of the companies include Microsoft and Boeing.
Employer: Current : Indeed.
CAUTION: This email originated from outside the City of Renton. Do not click links, reply or open attachments unless
you know the content is safe.
AGENDA ITEM #6. b)
2
CommunityActivities
I am passionate about social equity. I have been working for local
homeless food shelter and provide them food every week end. I also
work with local youth to go out in community and create impact. I am
dedicated to work for any social cause and improve people lives.
Reasonforapplying
I understand that many citizens do not get all the opportunities and we
need to work to create a city which provides opportunities for all. I have
been working with local non profits and involved in local projects. I feel I
can contribute and understand problems faces by citizens and help
where ever I can.
Day Meetings
Night Meetings Night Meetings
To view this form submission online, please follow the link below:
https://rentonwa.gov/form/one.aspx?objectId=20013849&contextId=9212967&returnto=submissions
AGENDA ITEM #6. b)
AB - 3525
City Council Regular Meeting - 18 Mar 2024
SUBJECT/TITLE: Second Phase – Disaster Recovery/Business Continuity Infrastructure
RECOMMENDED ACTION: Council Concur
DEPARTMENT: Executive Services Department
STAFF CONTACT: Brett Tietjen, Network Systems Manager
EXT.: 6873
FISCAL IMPACT SUMMARY:
Funding for the attached quote in the amount of $347,891.60 is available from the 2023/2024 Disaster
Recovery & Business Continuity budget, approved from the 2022 CIP. There is sufficient funding in the budget
to cover this purchase.
SUMMARY OF ACTION:
This purchase is for the second phase of our disaster recovery and business continuity (DR/BC) infrastructure
upgrade and alignment between City Hall and our DR site, currently at Fire Station 12. Ivoxy was chosen as
the vendor as they were integral in assisting with spec’ing the hardware and configuration, are a NASPO
vendor and have provided excellent results from their services in the past, including standing up the DR
infrastructure last year.
EXHIBITS:
A. Quote # TYLWQ2418
STAFF RECOMMENDATION:
Authorize payment of quote TYLWQ2418 with Ivoxy Consulting in the amount of $347,891.60 for DR/BC
hardware.
AGENDA ITEM #6. c)
Brandon Snyder
1455 NW Leary W ay Ste. 400
Seattle, W A 98107
TEL: 503-758-7067
FAX: 866-554-0536PROPOSALBrandon@ivoxy.com
Prepared For:Proposal #TYLWQ2418
City of Renton Date:02/13/20241055 S. Grady W ay
Renton, WA 98057 Terms:Net 30
FOB:ORIGINBrett Tietjen
(425) 430-6873 Ship Via:STDbtietjen@rentonwa.gov
Ln #Qty Part Number Description Unit Price Ext. Price
1 Phase 2 - HPE Hyperconverged Solution w/ 5 Year
Support-HPE
Hardware and VMware Licensing
2 4 $1,938.62 $7,754.48P05172-B21 HPE DL380 Gen10+ 8SFF NC CTO Svr
3 4 $0.00 $0.00P05172-B21 ABA HPE DL380 Gen10+ 8SFF NC CTO Svr
4 8 $3,752.29 $30,018.32P36925-B21 INT Xeon-G 5320 CPU for HPE
5 8 $0.00 $0.00P36925-B21 0D1 Factory Integrated
6 64 $402.02 $25,729.28P06033-B21 HPE 32GB 2Rx4 PC4-3200AA-R Smart Kit
7 64 $0.00 $0.00P06033-B21 0D1 Factory Integrated
8 8 $252.22 $2,017.76P27194-B21 HPE DL300 Gen10+ 2U 8SFF x1Tmode U.3 Kit
9 8 $0.00 $0.00P27194-B21 0D1 Factory Integrated
10 24 $2,109.29 $50,622.96P64848-B21 HPE 7.68T NVMeRI SFF BC U.3ST V2 MV SSD
11 24 $0.00 $0.00P64848-B21 0D1 Factory integrated
12 8 $719.81 $5,758.48P65007-B21 HPE 1.6T NVMe MU SFF BC U.3ST V2 MV SSD
13 8 $0.00 $0.00P65007-B21 0D1 Factory integrated
14 4 $110.09 $440.36P14592-B21 HPE DL38X Gen10+ 2x16 Slot 1/2 FIO Kit
15 4 $557.10 $2,228.40P12965-B21 HPE NS204i-p Gen10+ Boot Ctrlr
16 4 $0.00 $0.00P12965-B21 0D1 Factory Integrated
17 4 $351.05 $1,404.20P26262-B21 BCM 57414 10/25GbE 2p SFP28 Adptr
18 4 $0.00 $0.00P26262-B21 0D1 Factory Integrated
19 4 $120.71 $482.84P02377-B21 HPE Smart Hybrid Capacitor w/ 145mm Cbl
20 4 $0.00 $0.00P02377-B21 0D1 Factory Integrated
1455 NW Leary Way Ste. 400 - - Page 1
Phone: 5037587067 - Fax: 866-554-0536 - Email: Brandon@ivoxy.com
1 of 3 AGENDA ITEM #6. c)
Ln #Qty Part Number Description Unit Price Ext. Price
21 4 $800.52 $3,202.08P26279-B21 Broadcom MR416i-a Cntrl for HPE Gen10+
22 4 $0.00 $0.00P26279-B21 0D1 Factory Integrated
23 4 $328.83 $1,315.32P10115-B21 BCM 57414 10/25GbE 2p SFP28 OCP3 Adptr
24 4 $0.00 $0.00P10115-B21 0D1 Factory Integrated
25 4 $189.16 $756.64P14608-B21 HPE DL38X Gen10+ Max Perf Fan Kit
26 4 $0.00 $0.00P14608-B21 0D1 Factory Integrated
27 8 $159.79 $1,278.32P38995-B21 HPE 800W FS Plat Ht Plg LH Pwr Sply Kit
28 8 $0.00 $0.00P38995-B21 0D1 Factory Integrated
29 8 $11.34 $90.72AF556AHPE 1.83m 10A C13-UL Dom Pwr Cord
30 8 $0.00 $0.00AF556A 0D1 HPE 1.83m 10A C13-UL US Pwr Cord
31 4 $371.16 $1,484.64BD505AHPE iLO Adv 1-svr Lic 3yr Support
32 4 $0.00 $0.00BD505A 0D1 Factory Integrated
33 4 $27.33 $109.32P13771-B21 HPE Gen10 Plus TPM BR Module Kit
34 4 $0.00 $0.00P13771-B21 0D1 Factory Integrated
35 4 $7.16 $28.64873763-B21 HPE 8SFF Front Remove SPEC Perf FIO
36 4 $46.93 $187.72P07818-B21 HPE DDR-4 DIMM Blanks Kit
37 4 $0.00 $0.00P07818-B21 0D1 Factory Integrated
38 4 $0.29 $1.16P08040-B21 HPE iLO Common Password FIO Setting
39 4 $69.84 $279.36P22018-B21 HPE DL38X Gen10+ 2U SFF EI Rail Kit
40 4 $0.00 $0.00P22018-B21 0D1 Factory Integrated
41 8 $74.16 $593.28P27095-B21 HPE DL380 Gen10+ High Perf Heat Sink Kit
42 8 $0.00 $0.00P27095-B21 0D1 Factory Integrated
43 4 $0.26 $1.04P35876-B21 HPE CE Mark Removal FIO Enable Kit
44 4 $0.26 $1.04P52175-B21 HPE DL380 Gen10+ vSAN WW FIO Trk
45 1 $0.00 $0.00HA114A1HPE Installation and Startup Service
46 4 $1,989.88 $7,959.52HA114A1 5A6 HPE Installation and Startup Service HPE Startup 300 Series OS SVC
47 1 $0.00 $0.00HU4A6A5HPE 5Y Tech Care Essential SVC
48 4 $7,758.16 $31,032.64HU4A6A5 ZSB HPE Proliant DL380 Gen10+ Support
49 4 $58.91 $235.64HU4A6A5 R2M HPE iLO Advanced Non Blade Support
50 $175,014.16 SubTotal
51
52 Master Agreement No: AR2472
53 Washington Master Contract No: 05116
54 VMware Cloud Foundation 5 - 3yr Term
55 208 $677.71 $140,963.68VCF-TD-TL-3P-C-491 VMware Cloud Foundation 5 - 3-Year Prepaid
Commit - Per Core
VMware Inc. - VCF-TD-TL-3P-C
56 $140,963.68 SubTotal
57 1 $31,913.76 $31,913.76Estimated Tax @ 10.10%
58
1455 NW Leary Way Ste. 400 - - Page 2
Phone: 5037587067 - Fax: 866-554-0536 - Email: Brandon@ivoxy.com
2 of 3 AGENDA ITEM #6. c)
Ln #Qty Part Number Description Unit Price Ext. Price
Total $347,891.60
Prices exclude necessary sales tax and shipping charges
This quote is provided based on acceptance of the entire quote as presented. Any revisions to the quote may require items contained in the quote to be revised and the price may change.
IVOXY Consulting, Inc. quote is good for 30 days from the quote date.
Terms:
1. FOB shipping point. (Shipping costs, including insurance, will be prepaid and billed, unless otherwise specified).
2. Payment terms are subject to IVOXY Consulting, Inc. credit approval, not to exceed 30-days.
3. Any variance from the payment terms and conditions will be effective only if agreed upon in advance and in writing by IVOXY Consulting, Inc.
A 12% APR late fee will be assessed and accrued on past due balances commencing on the date payment is due.
Notes:
1. Hardware and software components are sold subject to manufacturers' written warranties. No other warranties are expressed or implied by IVOXY Consulting.
2. Installation and maintenance services are not included, unless specifically quoted, and described in specific Statement of W ork.
3. Any delay of specified installation and/or integration services shall not delay payment of invoice in accordance with terms as quoted herein.
4. Prices do not include any applicable taxes.
1455 NW Leary Way Ste. 400 - - Page 3
Phone: 5037587067 - Fax: 866-554-0536 - Email: Brandon@ivoxy.com
3 of 3 AGENDA ITEM #6. c)
AB - 3523
City Council Regular Meeting - 18 Mar 2024
SUBJECT/TITLE: Request to Waive the Riverview Shelter Rental Fee for the 2024
Renton CROP Hunger Walk
RECOMMENDED ACTION: Refer to Finance Committee
DEPARTMENT: Parks & Recreation Department
STAFF CONTACT: Linda Moschetti-Newing, Parks and Recreation Program Coordinator
EXT.: 7394
FISCAL IMPACT SUMMARY:
The fiscal impact to waive the Temporary Event Permit rental fee of the Riverview Shelter is $150.00 (resident
rate). The event organizer will pay the permit fee of $85.00.
SUMMARY OF ACTION:
CROP Walk Hunger Walks are community-wide events sponsored by Church World Service and organized by
local organizations to end hunger. This year's event is organized by REACH Renton, a nonprofit agency, and
scheduled for Sunday, April 28 from 12:30-4 p.m. The Renton CROP Hunger Walk has donated over $194,750
to Renton food agencies. A CROP Walk has been held in the city for the past 40 years and for over 20 years
these walks have occurred along the Cedar River Trail. The event attracts between 60-90 participants of all
ages.
The CROP Walk organizers are requesting the rental fee of $150 for the Riverview Shelter be waived based on
past city practice.
EXHIBITS:
A. Fee Waiver Request
STAFF RECOMMENDATION:
Authorize the request to waive the rental fee for the Riverview Shelter of $150.00 (resident rate) for the April
28, 2024 Renton CROP Hunger Walk. The organizer will pay the Temporary Event Permit fee of $85.00.
AGENDA ITEM #6. d)
CITY OF RENTON
PARKS AND RECREATION DEPARTMENT
FEE WAIVER OR REDUCTION REQUEST
Fee waiver and/or reduction requests will be submitted for approval to the City Council via
the Finance Committee.
Request date: 2/28/2024
Name of group: Renton CROP Hunger Walk
Group contact/number: 425-306-7089
Address (Street, State, Zip): 16508 162 Ave. SE, Renton WA 98058
Email address: kenyonjs@comcast.net
Date of event: 4/28/2024
Number in party: 10-20 at any given time
Location/Address: Riverview Park Shelter
Type of event: Charity walk
Staff contact/number: Linda Moschetti-Newing
What is the total cost of the rental and applicable fees? $150
What is the cost of the fee waiver or reduction requested? $150
Describe event and explain why a reduction or waive of fees will benefit our Renton citizens:
In the last 40years, the Renton CROP Hunger Walk has donated over $194,750 to Renton Food
Agencies. We do not have funds for expenses for the Walk. The Riverview shelter will be a
checkpoint for walkers to stop for snacks and water and to rest. Also, this is a place for first aid and
a contact for rides back to start, if needed. At any given time, we do not expect to have more than
10-20 walkers/workers at the shelter, with about 60-70 walkers using the shelter during the Walk.
Our Walk is sponsored by REACH Renton.
AGENDA ITEM #6. d)
AB - 3526
City Council Regular Meeting - 18 Mar 2024
SUBJECT/TITLE: Request for Leasehold Deed of Trust Associated with for RNT750 LLC,
LAG-09-006
RECOMMENDED ACTION: Refer to Transportation (Aviation) Committee
DEPARTMENT: Public Works Airport
STAFF CONTACT: Martin Pastucha, Public Works Administrator
EXT.: 7311
FISCAL IMPACT SUMMARY:
No fiscal impact unless The City will continue to receive the lease revenues from the tenants. No fiscal
SUMMARY OF ACTION:
The city recently approved the assignment of a ground lease and sublease from Renton Gateway LLC to RNT
750 LLC as a result of the sale of the business. This agreement and consent to Leasehold Deed of Trust is
between the City of Renton, RNT 750 LLC and their successor and lender Signature Bank. This agreement
provides protections for the lender (Signature Bank) in the case of default by the leaseholder (RNT 750 LLC).
This agreement also insures that property placed upon the land is not removed without the consent of the
Signature Bank. It also provides that the lender will have the right to assumption of the lease and opportunity
to cure in the case of default. In addition, in the case of default the lender has the opportunity to assign the
lease to any party with credit standing and operational qualifications for the remainder of the ground lease
subject to the city’s written approval of such assignment which shall not be unreasonably withheld or delayed.
All these provisions will remain in place during the terms of the loan between RNT 750 LLC and Signature Bank
with term scheduled to last for seven years.
The provisions contained in these agreements will not be implemented unless there is a default or Bankruptcy
by the leaseholder RNT 750 LLC., and any action that affect the operation.
EXHIBITS:
A. Agreement and Consent to Leasehold Deed of Trust RNT 750 LLC
B. Agreement and Consent to Leasehold Deed of Trust 540 RNT Hanger LLC
STAFF RECOMMENDATION:
Recommend that City Council Authorize the Mayor and City Clerk to execute the Agreement and Consent to
Leasehold Deed of Trust between the City, RNT 750 LLC, and Signature Bank.
AGENDA ITEM #6. e)
HB Draft: 3-6-24
1
AGREEMENT AND CONSENT TO LEASEHOLD DEED OF TRUST
THIS AGREEMENT AND CONSENT TO LEASEHOLD DEED OF TRUST (this “Agreement”)
is made and entered into as of March [__], 2024, by and among CITY OF RENTON, WASHINGTON
(the “Landlord”), and RNT 750 LLC, a Delaware limited liability company, successor to
[______________] (the “Tenant”), in favor of SIGNATURE BANK, its successors and assigns (the
“Lender”). Reference is made to that certain [Ground Lease Agreement] dated as of [______________],
by and between Landlord and Grantor, successor to [______________] (as the same may be amended,
restated, replaced, supplemented or modified from time to time, the “Ground Lease”), with respect to the
Tenant’s leasehold interest in the real property legally described on Exhibit A attached hereto and made a
part hereof (the “Premises”), which Ground Lease, or a memorandum thereof, has been or will be
recorded in the county where the Premises is located. As the Lender has loaned or will loan certain sums
to the Tenant and RNT FBO LLC, a Delaware limited liability company (“Co-Borrower” and, together
with Tenant, the “Borrower”), which are secured, in part, by that certain Leasehold Deed of Trust,
Security Agreement, Assignment of Rents and Leases and Fixture Filing dated as of March [__], 2024, by
Tenant in favor of Lender (the “Leasehold Deed of Trust”), on the Tenant's leasehold interest in the
property demised under the Ground Lease and all improvements situated or to be constructed thereon
(collectively, the “Leasehold”), for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Consent; Subordination. The Landlord does hereby consent to: (i) the Leasehold Deed
of Trust, the recording thereof against the Leasehold, and any subsequent sale or transfer of the
Leasehold as provided in such Leasehold Deed of Trust; (ii) to the filing of fixture filings by Lender
pursuant to the Leasehold Deed of Trust; (iii) the recording by Lender of assignments of rents and leases
and separate subordination, non-disturbance and attornment agreements against the Leasehold; and (iv)
any amendments or modifications to any of the foregoing described in (i), (ii) and (iii), and the recording
thereof against the Leasehold; provided that any new leasehold deed of trust will require the Landlord’s
consent, which shall not be unreasonably withheld, conditioned or delayed. The Landlord (a) hereby
subordinates its interest in any property of a Borrower which is collateral for any loans made by Lender
to Tenant to Lender’s interest in such collateral, excluding any property that reverts to the Landlord
pursuant to the terms of the Ground Lease, and (b) hereby subordinates its interest in the Premises to the
Leasehold Deed of Trust during the term of the Ground Lease.
2. Restrictions. Until (i) all obligations of the Ground Lease have been satisfied to the
reasonable satisfaction of Landlord, and (ii) all obligations of the Tenant to the Lender secured by the
Leasehold Deed of Trust (the “Loan Obligations”) shall have been completely paid and performed, and
the Leasehold Deed of Trust shall have been discharged, without Lender’s prior written consent, not to
be unreasonably withheld, conditioned or delayed: (i) Landlord agrees not to accept a cancellation or
voluntary surrender of the Ground Lease; (ii) neither Landlord nor Tenant shall terminate (except as
provided in Section 3 hereof), amend or modify the Ground Lease; and (iii) Landlord and Tenant shall
not subordinate the Ground Lease, or any New Lease (as defined herein), to any mortgage or deed of
trust that may hereafter be placed on Landlord's fee interest in the Premises. Any such attempted
termination, cancellation, surrender, amendment, modification or subordination of the Ground Lease
without the prior written consent of Lender and Landlord shall be null and void and of no force or effect,
provided that (i) if a termination, cancellation or surrender of the Ground Lease is expressly required
pursuant to a written order of a federal governmental agency pursuant to federal law and Lender’s
consent cannot be obtained prior to such termination, cancellation or surrender without violating such
written order, Landlord and Tenant shall give immediate written notice thereof to Lender with a copy of
AGENDA ITEM #6. e)
HB Draft: 3-6-24
2
such written order, and (ii) if an amendment or modification of the Ground Lease is expressly required
by federal law or by Landlord’s obligations under the FAA grant assurances, Lender’s consent to such
amendment or modification shall not be unreasonably withheld, conditioned or delayed. Tenant shall
provide written notice to Landlord upon the payment and satisfaction in full of the obligations secured by
the Leasehold Deed of Trust. For the avoidance of doubt, Landlord shall have the right to enforce the
provisions of the Ground Lease subject to the provisions of Appendix 2 attached to the Ground Lease,
which are incorporated herein by reference, and the provisions of this Agreement.
3. Lender Notice of Default and Lender Rights.
3.1 Notice of Default. If Tenant defaults under the Ground Lease and fails to timely
cure such default in accordance with the terms therein or if any event occurs which would give Landlord
the right to terminate, modify, amend or shorten the term of the Ground Lease, Landlord agrees to provide
Lender written notice as provided in Section 8, specifying the default or event of default.
3.2 Opportunity to Cure. Notwithstanding anything provided to the contrary in the
Ground Lease, Landlord agrees that the Ground Lease will not be terminated due to any default or breach
thereunder by Tenant until and unless: (i) Landlord has given Lender written notice of such default of
breach in accordance with Section 3.1; (ii) with respect to a monetary default or breach, Lender has not
cured such default or breach within sixty (60) days following the expiration of any notice and cure period
set forth in the Ground Lease; (iii) with respect to a non-monetary default or breach, Lender has not
cured such default or breach within ninety (90) days following the expiration of any of notice and
cure periods set forth in the Ground Lease or, if such default or breach is curable but cannot be cured
within such time period, Lender has not diligently commenced to cure such default or breach within such
period. Notwithstanding anything to the contrary contained herein or in the Ground Lease, (a) the cure
periods set forth above will be extended by any period during which any foreclosure or other legal
proceedings with respect to the Leasehold, the Leasehold Deed of Trust and/or the Premises are pending,
and (b) the Ground Lease will not be terminated because of a default or breach thereunder on the part of
Tenant which cannot be cured. At Lender's request, Landlord will reasonably cooperate with summary
proceedings to evict Tenant and terminate the Ground Lease, subject to the terms thereof.
4.Landlord Notice of Default and Landlord Rights.
(a) If Tenant defaults under the Leasehold Deed of Trust or any Notes secured by
the Leasehold Deed of Trust (collectively, “Notes”) and fails to cure such default within any cure period
set forth therein, Lender agrees to provide Landlord written notice as provided in Section 8, specifying
the default or event of default.
(b) Lender shall be free to exercise any rights or remedies allowed under the Notes,
Leasehold Deed of Trust or other Loan Documents. If Lender cures Tenant's defaults under Notes,
Leasehold Deed of Trust and other Loan Documents, the amount needed to cure shall not include
additional rent which was paid by Landlord to cure the default, and Landlord shall continue to have the
right to collect this additional rent directly from Tenant in accordance with the terms of the Ground
Lease.
(c) Following any repossession by Landlord of the Premises in accordance with the
terms and conditions of the Ground Lease, and upon the prior written approval of Lender, Landlord may
(but shall not be required to) assume the existing Notes and Leasehold Deed of Trust without penalty,
AGENDA ITEM #6. e)
HB Draft: 3-6-24
3
provided only that the said instruments are not in default or, if in default, that such default is cured within
fifteen (15) days of repossession or notice of default given under (b) above, whichever occurs first, and
that Landlord would then meet the standards of the holder of the Notes and Leasehold Deed of Trust with
respect to the assumption of like or similar instruments. Landlord agrees to execute and deliver any
documents as shall be required by Lender to effectuate and carry out such assumption, and assumption
by Landlord shall not result in the release of Tenant or guarantor of the indebtedness secured by the
Leasehold Deed of Trust.
5. Removal of Collateral. The Landlord agrees that the Lender shall have the right at any
reasonable time, but subject to the terms and conditions of the Leasehold Deed of Trust, to remove from
the Leasehold any of the Tenant's personal property which is, at any time, located at, constructed upon or
affixed to the Leasehold but excluding any property that reverts to the Landlord pursuant to the terms of
the Ground Lease (the “Tenant's Property”). Landlord hereby waives any right, title, claim, lien or
interest in the Tenant's Property and subordinates to the Lender's security interests therein any landlord's
lien, encumbrance or other interest which the Landlord may now or hereafter have or acquire therein
under the Ground Lease or applicable law. Lender will not be liable for the condition of the Premises
after removal so long as reasonable care is used in effecting such removal.
6. Additional Provisions. The terms and conditions of this Section 6 shall be binding upon
the Landlord as if fully set forth in the Ground Lease, and to the extent of any conflict or inconsistency
between the terms and provisions contained in the Ground Lease and the terms and conditions set forth in
this Section 6, the terms and conditions in this Section 6 shall govern and control:
(a) Subordination and Non-Disturbance Agreement. Notwithstanding anything
to the contrary contained in the Ground Lease, Landlord hereby covenants and agrees that Landlord will
not hereafter encumber Landlord's fee interest in the Premises or any part thereof with a deed of trust,
mortgage or other security instrument (a “Fee Mortgage”) without first causing to be executed and
delivered to Tenant and Lender a Subordination and Non-Disturbance Agreement, in form and substance
reasonably acceptable to Lender, duly executed by any holder of any deed of trust or mortgage on
Landlord's fee interest in the Premises, which Agreement shall provide, among other things, that such
Fee Mortgage shall be junior and subordinate to the Ground Lease, to any New Lease (as hereinafter
defined) and to the Leasehold Deed of Trust, and that such Fee Mortgage will not disturb Lender's or
Tenant's possession of such property following a foreclosure of such deed of trust or mortgage.
(b) Permitted Transfers. Notwithstanding anything to the contrary in the Ground
Lease, the following transfers shall be permitted and shall not require the approval or consent of
Landlord: (i) a transfer of the Leasehold at foreclosure sale under the Leasehold Deed of Trust, whether
pursuant to power of sale contained, judicial foreclosure decree, or assignment in lieu of foreclosure, and
(ii) any subsequent transfer of the Leasehold by Lender (or its nominee or designee) if the Lender (or
such nominee or designee) is the purchaser at such foreclosure sale or under such assignment in lieu of
foreclosure. Lender shall have no obligation to cure any defaults or otherwise perform any obligations of
Tenant under the Ground Lease unless Lender expressly assumes such obligations in writing.
(c) Lender’s Assignment Rights. If Lender assumes the Ground Lease, Lender
shall be required to perform only those obligations of Tenant which arise and to pay only the rent which
accrues during the period when Lender holds title to and has possession of the Premises and the
Leasehold; provided further, that the liability of Lender shall be limited to the Lender's interest in the
Leasehold. In addition, Lender shall have the right to assign its interest under the Ground Lease to any
AGENDA ITEM #6. e)
HB Draft: 3-6-24
4
party (a “Lender’s Assignee”) with credit standing and operational qualifications adequate for
performance of the remainder of the Ground Lease, subject to the Landlord’s prior written approval of
such assignment, which approval shall not be unreasonably withheld or delayed. Upon the Lender’s
Assignee assuming and agreeing to perform and to be bound by all of the terms of the Ground Lease,
Lender (if it previously has assumed the Ground Lease) shall be relieved of further liability under the
Ground Lease. Lender shall not, however, have the right to assign said interest to Tenant or its
successors or assigns. Any such Lender’s Assignee shall be liable to perform the obligations of Tenant
under the Ground Lease only so long as such Lender’s Assignee holds title to the Leasehold, provided
that upon any conveyance of such title by such Lender’s Assignee to another transferee in accordance
with the terms of the Ground Lease, such transferee expressly assumes and agrees to perform all of the
obligations under the Ground Lease. Following any transfer described in this Section, all non-curable
defaults existing under the Ground Lease prior to such transfer shall be deemed waived without further
notice or action of any party.
(d) No Merger. If title to Landlord's estate and to Tenant's estate shall be acquired
by the same person, firm or entity, other than as a result of termination of the Ground Lease, no merger
shall occur, if the effect of such merger would extinguish or in any way impair the lien of the Leasehold
Deed of Trust.
(e) Landlord Estoppel. Landlord hereby certifies to Lender, as of the date of this
Agreement, that: (i) Landlord is the landlord under the Ground Lease; (ii) the term of the Ground Lease
will expire on [____________], exclusive of any unexercised renewal options and extension options
contained in the Ground Lease; (iii) the Ground Lease is in full force and effect; (iv) there have been no
amendments, modifications or revisions to the Ground Lease, and there are no agreements of any kind
between Landlord and Tenant regarding the Premises, except as provided in the Ground Lease; (v) no
default has occurred by either Landlord or the Tenant under the Ground Lease; (vi) there is no condition
which, but for the passage of time or the giving of notice or both, would result in a default by the
Landlord or, to the best of Landlord’s knowledge, the Tenant under the Ground Lease; (vii) Landlord has
not received any notice of any present violation of any federal, state, county or municipal laws,
regulations, ordinances, orders or directives relating to the use or condition of the Premises. Landlord
agrees to execute and/or deliver to Lender, within 30 days of Lender’s request, a certificate stating that
the Ground Lease is in full force and effect, that Tenant is not in default under the Ground Lease, that the
Ground Lease has not been modified or supplemented in any way and containing such other certifications,
including, without limitation, the certifications contained herein, and agreements as Lender may
reasonably request, and (2) copies of the documents creating or evidencing the Ground Lease certified by
Landlord as being true, correct and complete copies thereof.
(f) New Lease. If the Ground Lease is terminated or extinguished for any reason
prior to its stated expiration date (including, without limitation, rejection of the Ground Lease by a trustee
in bankruptcy), upon the written request of Lender, the Landlord will enter into a new lease of the
Premises with Lender, or its designee or nominee, for the remainder of the term, effective as of the date of
such termination, which new lease shall be on substantially the same terms as the Ground Lease then in
effect, including without limitation, at the rent and additional rent and upon the covenants, agreements,
terms, provisions and limitations then in effect under the Ground Lease (the “New Lease”). Landlord will
execute such New Lease within sixty (60) days after the date of Lender’s written request. In the event a
New Lease is executed with a third party who grants Lender a security interest in the New Lease,
Landlord will execute a new Consent of Landlord in substantially the same form as this document, when
requested to do so by Lender.
AGENDA ITEM #6. e)
HB Draft: 3-6-24
5
7. Bankruptcy Provisions.
(a) To the extent permitted by law, so long as the Leasehold Deed of Trust shall
remain outstanding, the right of election arising under Section 365 (h)(1) of the U.S. Bankruptcy Code, 11
U.S.C. Sections 101 et seq., as the same may be amended (the “Bankruptcy Code”) shall be exercised by
Lender and not by Tenant and any exercise or attempted exercise by Tenant of such right of election in
violation of this provision shall be void.
(b) However, if despite the foregoing provision, Lender is not permitted to exercise
such right of election and Landlord (or any trustee of Landlord) shall reject the Ground Lease pursuant to
Section 365(h) of the Bankruptcy Code, (i) Tenant shall without further act or deed be deemed to have
elected under Section 365(h)(1)(A) of the Bankruptcy Code to remain in possession of the Leasehold for
the balance of the term of the Ground Lease, (ii) any exercise or attempted exercise by Tenant of a right
to treat the Ground Lease as terminated under Section 365(h)(1)(A) of the Bankruptcy Code shall be void,
(iii) the Leasehold Deed of Trust shall not be affected or impaired by such rejection of the Ground Lease,
and (iv) the Ground Lease shall continue in full force and effect in accordance with its terms, except that
Tenant shall have the rights conferred under Section 365(h)(1)(B) of the Bankruptcy Code.
(c) For purposes of Section 365(h) of the Bankruptcy Code, the term “possession”
shall mean the right to possession of the Leasehold granted to Tenant under the Ground Lease whether or
not all or part of the Leasehold has been subleased.
(d) If Tenant shall reject the Ground Lease pursuant to Section 365(a) of the
Bankruptcy Code, Landlord shall serve on Lender notice of such rejection, together with a statement of all
sums at the time due under the Ground Lease (without giving effect of any acceleration) and of all other
defaults under the Ground Lease then known to the Landlord. The Lender shall have the right, but not the
obligation, to serve on the Landlord within thirty (30) days after service of the notice provided in the
proceeding sentence, a notice that the Lender elects to (i) assume the Ground Lease, and (ii) cure all
defaults outstanding thereunder (x) concurrently with such assumption as to defaults in the payment of
money, and (y) within sixty (60) days after the date of such assumption as to other defaults, except for
defaults of the type specified in Section 365(b) (2) of the Bankruptcy Code. If the Lender serves such
notice of assumption, then, as between the Landlord and the Lender (i) the rejection of the Ground Lease
by the Tenant shall not constitute a termination of the Ground Lease, (ii) the Lender may assume the
obligations of the Tenant under the Ground Lease without any instrument or assignment of transfer from
the Tenant, (iii) the Lender's rights under the Ground Lease shall be free and clear of all rights, claims and
encumbrances of or in respect of the Tenant, and (iv) the Lender shall consummate the assumption of the
Ground Lease and the payment of the amounts payable by it to the Landlord pursuant to this Section at a
closing to be held at the offices of the Landlord (or its attorneys) within thirty (30) days after the Lender
shall have served the notice of assumption hereinabove provided. Upon a subsequent assignment of the
Ground Lease by the Lender, the Lender shall be relieved of all obligations and liabilities arising from
and after the date of such assignment.
8. Notices. All notices, demands, instructions and other communications required or
permitted to be given to or made upon any party hereto or any other person shall be in writing and shall
be given by (i) personal delivery (effective upon receipt), (ii) registered or certified mail, postage
prepaid, return receipt requested (effective three (3) business days after mailing), or (iii) nationally
recognized overnight courier for next business day delivery (effective the next business day), addressed
AGENDA ITEM #6. e)
HB Draft: 3-6-24
6
to the parties hereto at their addresses set forth below or to such other address as a party may designate
pursuant to a written notice sent in accordance with the provisions of this Section.
If to Tenant: RNT 750 LLC
______________
______________
Attn: Jonathan Wenrich
with a copy to: Seyfarth Shaw LLP
999 Third Avenue, Suite 4700
Seattle, Washington 98104
Attn. Luke M. LaRiviere, Esq.
If to Landlord: City of Renton
Attn: City Clerk
1055 South Grady Way
Renton, Washington 98057
If to Lender: Signature Bank
9450 W. Bryn Mawr Ave., Suite 300
Rosemont, Illinois 60018
Attn: David G. Wymer, Senior Vice President
with a copy to: Huck Bouma, P.C.
1755 S. Naperville Road, Suite 200
Wheaton, Illinois 60189
Attn: Alison J. Wetzel, Esq.
9. Successors and Assigns. The provisions of this Agreement shall be binding upon and
inure to the benefit of each party's respective successors and assigns; provided, however, Tenant shall
not assign any of its rights or obligations under this Agreement without the prior written consent of
Lender.
10. Continued Effectiveness of this Agreement. The terms of this Agreement, the
subordination effected hereby, and the rights of Lender, and the obligations of Landlord and Tenant
arising hereunder shall not be affected, modified or impaired in any manner or to any extent by (a) any
renewal, replacement, amendment, extension, substitution, revision, consolidation, modification or
termination of or any of the Loan Obligations; (b) the validity or enforceability of any document
evidencing or securing the Loan Obligations; (c) the release, sale, exchange for surrender, in whole or in
part, of any collateral security, now or hereafter existing, for any of the Loan Obligations; (d) any
exercise or nonexercise of any right, power or remedy under or in respect of any Loan Obligations;
or (e) any waiver, consent, release, indulgence, extension, renewal, modification, delay or other
action, inaction or omission in respect of any Loan Obligations, all whether or not Landlord all
have had notice or knowledge of any of the foregoing and whether or not it shall have consented
thereto.
11. Entire Agreement; Amendment; Severability. This Agreement and Appendix 2
attached to the Ground Lease contains the entire agreement between the parties respecting the matters
AGENDA ITEM #6. e)
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herein set forth and supersedes (except as to the Loan Documents) all prior agreements, whether written
or oral, between the parties respecting such matters; provided that, notwithstanding the foregoing or
anything to the contrary in this Agreement or the Ground Lease, in the event of any conflict or
inconsistency between any terms or provisions contained in this Agreement and any terms or provisions
in the Ground Lease, the terms and provisions providing the greater rights and protections to Lender
shall govern and control. Any amendments or modifications hereto, in order to be effective, shall be in
writing and executed by the parties hereto. If any provision or obligation under this Agreement shall be
determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision
shall be deemed severed from this Agreement and the validity, legality and enforceability of the
remaining provisions or obligations shall remain in full force as though the invalid, illegal or
unenforceable provision had never been a part of this Agreement.
12. Governing Law; Binding Effect. This Agreement shall be governed by and construed
in accordance with the laws of the State in which the Property is located. The terms, covenants and
conditions of this Agreement shall be binding upon and inure to the benefit of the heirs, successors and
assigns of the parties.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be
an original, but all of which shall constitute one and the same instrument. The parties may deliver such
counterparts by facsimile and/or e-mail transmission, which shall be as effective as original signatures
and binding upon the parties.
14. WAIVER OF TRIAL BY JURY; VENUE. EACH PARTY TO THIS AGREEMENT,
HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE
OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, AS MAY BE AMENDED FROM TIME
TO TIME AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY HERETO AGREES THAT
THEY WILL NOT ASSERT ANY CLAIM ON ANY THEORY OF LIABILITY FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. EACH PARTY
HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO THE LENDER’S SOLE AND
ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT
TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SUBJECT
TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER KING
COUNTY, WASHINGTON. EACH PARTY HEREBY CONSENT AND SUBMIT TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING
JURISDICTION OVER SUCH COUNTY AND STATE.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
[Signature pages follow]
AGENDA ITEM #6. e)
8
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
LANDLORD:
CITY OF RENTON, WASHINGTON
By:
Name: ________________
Title: ________________
ACKNOWLEDGMENT
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 said person signed this instrument
and acknowledged it as the _____________________________ of the City of Renton, Washington, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED this ______ day of _________________, 2024.
NOTARY PUBLIC in and for the State of Washington,
residing at
Name (printed or typed)
My commission expires:
[Signature pages continue on next page]
AGENDA ITEM #6. e)
9
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
TENANT:
RNT 750 LLC
By: FBO Capital Group Management LLC, its Manager
By: Dark Horse Capital LLC, its Manager
By: _______________________________
Jonathan Wenrich, Manager
ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF ________________ )
I certify that I know or have satisfactory evidence that Jonathan Wenrich is the person who appeared
before me, and said person acknowledged that said person signed this instrument and acknowledged it as
the Manager of Dark Horse Capital LLC, the Manager of FBO Capital Group Management LLC, which is
the Manager of RNT 750 LLC, a Delaware limited liability company, to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
DATED this ______ day of _________________, 2024.
NOTARY PUBLIC in and for the State of Washington,
residing at
Name (printed or typed)
My commission expires:
[Signature pages continue on next page]
AGENDA ITEM #6. e)
10
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
LENDER:
SIGNATURE BANK
By:
Name: David G. Wymer
Title: Senior Vice President
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) SS
COUNTY OF _____________ )
I, ________________________, a Notary Public, in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that David G. Wymer, Senior Vice President of Signature Bank, is personally
known to me to be the same person whose name is subscribed to the foregoing instrument and appeared
before me this day in person and acknowledge that they signed and delivered said instrument as their own
free and voluntary act and as the free and voluntary act of said limited liability company, for the uses and
purposes therein set forth.
Given under my hand and Notarial Seal, this ______ day of February, 2024.
_____________________________________
Notary Public
AGENDA ITEM #6. e)
11
EXHIBIT A
Legal Description of Premises
That portion of the South1 Half of Section 7, Township 23 North, Range 5 East, W. M., in King County,
Washington, described as follows:
Commencing at the South Quarter corner of said Section 7, which bears South 88°31'14" East, 2,483.39
feet from the Southwest corner of said Section 7;
Thence North 85°11'07" East, 321.35 feet to the centerline of Taxiway A";
Thence North 04°48'53" West, along said Taxiway "A", 1,834.03 feet;
Thence South 85°11'07" West, 89.00 feet to the Point of Beginning;
Thence South 85°02'37" West, 245.40 feet;
Thence North 10°08'22" West, 9.37 feet;
Thence North 84°06'24" East, 19.79 feet;
Thence North 05°32'08" West, 28.82 feet;
Thence South 85°23'03" West, 21.41 feet;
Thence North 07°30'19" West, 493.14 feet;
Thence North 85°10'50" East, 271.40 feet;
Thence South 04°48'53" East, 530.60 feet to the Point of Beginning.
Situate in the County of King, State of Washington
1 HB NTD: To be confirmed by Title Company as original ground lease states “north”.
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1
AGREEMENT AND CONSENT TO LEASEHOLD DEED OF TRUST
THIS AGREEMENT AND CONSENT TO LEASEHOLD DEED OF TRUST (this “Agreement”)
is made and entered into as of March [__], 2024, by and among 540 Renton Hangar LLC, a Washington
limited liability company (the “Sublessor”), CITY OF RENTON, a Washington municipal corporation
(the “Owner”) and RNT 750 LLC, a Delaware limited liability company, assignee of Pro-Flight Aviation,
Inc., a Washington corporation (the “Subtenant”), in favor of SIGNATURE BANK, its successors and
assigns (the “Lender”). Reference is made to that certain Sublease Agreement dated on or about
December 30, 2010, by and between Sublessor and Grantor, assignee of Pro-Flight Aviation, Inc., a
Washington corporation (as the same may be amended, restated, replaced, supplemented or modified from
time to time, the “Ground Sublease”), with respect to the Subtenant’s leasehold interest in the real
property legally described on Exhibit A attached hereto and made a part hereof (the “Premises”), which
Ground Sublease, or a memorandum thereof, has been recorded in the county where the Premises is
located. The Ground Sublease is subject to that certain Lease Agreement (LAG 99-002) dated May 6,
1999, by and between Owner and Sublessor, assignee of Pro-Flight Aviation, Inc., as amended by
Addendum to Lease Agreement (Addendum #01-04), Addendum to Lease Agreement (Addendum #2-08),
Addendum to Lease Agreement (Addendum #3-09), Addendum to Lease Agreement (Addendum #4-10),
Addendum to Lease Agreement (Addendum #5-13), Addendum to Lease Agreement (Addendum #6-16),
and Addendum to Lease Agreement (Addendum #7-18) (collectively, and as the same may be further
amended, restated, replaced, supplemented or modified from time to time the “LAG Lease”).
As the Lender has loaned or will loan certain sums to the Subtenant and RNT FBO LLC, a
Delaware limited liability company (“Co-Borrower” and, together with Subtenant, the “Borrower”),
which are secured, in part, by that certain Leasehold Deed of Trust, Security Agreement, Assignment of
Rents and Leases and Fixture Filing dated as of March [__], 2024, by Subtenant in favor of Lender (the
“Leasehold Deed of Trust”), on the Subtenant's leasehold interest in the property demised under the
Ground Sublease and all improvements situated or to be constructed thereon (collectively, the
“Leasehold”), for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consent; Subordination. The Sublessor and the Owner do hereby consent to: (i) the
Leasehold Deed of Trust, the recording thereof against the Leasehold, and any subsequent sale or transfer
of the Leasehold as provided in such Leasehold Deed of Trust; (ii) to the filing of fixture filings by
Lender pursuant to the Leasehold Deed of Trust; (iii) the recording by Lender of assignments of rents
and leases and separate subordination, non-disturbance and attornment agreements against the Leasehold;
and (iv) any amendments or modifications to any of the foregoing described in (i), (ii) and (iii), and the
recording thereof against the Leasehold; provided that any new leasehold deed of trust will require the
Owner’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Sublessor and
Owner each (a) hereby subordinates its respective interest in any property of a Borrower which is
collateral for any loans made by Lender to Subtenant to Lender’s interest in such collateral, excluding
any property that reverts to the Owner pursuant to the terms of the Ground Sublease and/or the LAG
Lease, and (b) hereby subordinates its respective interest in the Premises to the Leasehold Deed of Trust
during the term of the Ground Sublease.
2. Restrictions. Until (i) all obligations of the Ground Sublease have been satisfied to the
reasonable satisfaction of Owner, and (ii) all obligations of the Subtenant to the Lender secured by the
Leasehold Deed of Trust (the “Loan Obligations”) shall have been completely paid and performed, and
the Leasehold Deed of Trust shall have been discharged, without Lender’s prior written consent, not to
AGENDA ITEM #6. e)
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2
be unreasonably withheld, conditioned or delayed: (i) Sublessor agrees not to accept a cancellation or
voluntary surrender of the Ground Sublease; (ii) neither Sublessor nor Subtenant shall terminate (except
as provided in Section 3 hereof), amend or modify the Ground Sublease; and (iii) Sublessor, Owner and
Subtenant shall not subordinate the Ground Sublease, or any New Lease (as defined herein), to any
mortgage or deed of trust that may hereafter be placed on Owner’s or Sublessor's respective interest in
the Premises. Any such attempted termination, cancellation, surrender, amendment, modification or
subordination of the Ground Sublease without the prior written consent of Lender and Owner shall be
null and void and of no force or effect, provided that (i) if a termination, cancellation or surrender of the
Ground Sublease is expressly required pursuant to a written order of a federal governmental agency
pursuant to federal law and Lender’s consent cannot be obtained prior to such termination, cancellation
or surrender without violating such written order, Owner and Sublessor shall give immediate written
notice thereof to Lender with a copy of such written order, and (ii) if an amendment or modification of
the Ground Sublease is expressly required by federal law or by Owner’s obligations under the FAA grant
assurances, Lender’s consent to such amendment or modification shall not be unreasonably withheld,
conditioned or delayed. Subtenant shall provide written notice to Sublessor and Owner upon the
payment and satisfaction in full of the obligations secured by the Leasehold Deed of Trust. For the
avoidance of doubt, (i) Owner shall have the right to enforce the provisions of the LAG Lease subject to
the provisions of this Agreement, and (ii) Sublessor shall have the right to enforce the provisions of the
Ground Sublease subject to the provisions of this Agreement.
3. Lender Notice of Default and Lender Rights.
3.1 Notice of Default. If Subtenant defaults under the Ground Sublease and fails to
timely cure such default in accordance with the terms therein, or if any event occurs which would give
Sublessor or Owner the right to terminate, modify, amend or shorten the term of the Ground Sublease,
Sublessor and Owner, as applicable, agree to provide Lender written notice as provided in Section 8,
specifying the default or event of default.
3.2 Opportunity to Cure. Notwithstanding anything provided to the contrary in the
Ground Sublease, Sublessor agrees that the Ground Sublease will not be terminated due to any default or
breach thereunder by Subtenant until and unless: (i) Sublessor has given Lender written notice of such
default of breach in accordance with Section 3.1; (ii) with respect to a monetary default or breach,
Lender has not cured such default or breach within sixty (60) days following the expiration of any notice
and cure period set forth in the Ground Sublease; (iii) with respect to a non-monetary default or breach,
Lender has not cured such default or breach within ninety (90) days following the expiration of any
of notice and cure periods set forth in the Ground Sublease or, if such default or breach is curable but
cannot be cured within such time period, Lender has not diligently commenced to cure such default or
breach within such period. Notwithstanding anything to the contrary contained herein or in the Ground
Sublease, (a) the cure periods set forth above will be extended by any period during which any
foreclosure or other legal proceedings with respect to the Leasehold, the Leasehold Deed of Trust and/or
the Premises are pending, and (b) the Ground Sublease will not be terminated because of a default or
breach thereunder on the part of Subtenant which cannot be cured. At Lender's request, Sublessor will
reasonably cooperate with summary proceedings to evict Subtenant and terminate the Ground Sublease,
subject to the terms thereof.
4.Sublessor Notice of Default and Sublessor Rights.
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(a) If Subtenant defaults under the Leasehold Deed of Trust or any Note secured by
the Leasehold Deed of Trust (“Note”) and fails to cure such default within any cure period set forth
therein, Lender agrees to provide Sublessor written notice as provided in Section 8, specifying the default
or event of default.
(b) Lender shall be free to exercise any rights or remedies allowed under the Note,
Leasehold Deed of Trust or other Loan Documents. If Lender cures Subtenant's defaults under Note,
Leasehold Deed of Trust and other Loan Documents, the amount needed to cure shall not include
additional rent which was paid by Sublessor to cure the default, and Sublessor shall continue to have the
right to collect this additional rent directly from Subtenant in accordance with the terms of the Ground
Sublease.
(c) Following any repossession by Sublessor of the Premises in accordance with the
terms and conditions of the Ground Sublease, and upon the prior written approval of Lender, Sublessor
may (but shall not be required to) assume the existing Note and Leasehold Deed of Trust without penalty,
provided only that the said instruments are not in default or, if in default, that such default is cured within
fifteen (15) days of repossession or notice of default given under (b) above, whichever occurs first, and
that Sublessor would then meet the standards of the holder of the Note and Leasehold Deed of Trust with
respect to the assumption of like or similar instruments. Sublessor agrees to execute and deliver any
documents as shall be required by Lender to effectuate and carry out such assumption, and assumption
by Sublessor shall result in the release of Subtenant or guarantor of the indebtedness secured by the
Leasehold Deed of Trust.
5. Removal of Collateral. The Sublessor and Owner agree that the Lender shall have the
right at any reasonable time, but subject to the terms and conditions of the Leasehold Deed of Trust, to
remove from the Leasehold any of the Subtenant's personal property which is, at any time, located at,
constructed upon or affixed to the Leasehold but excluding any property that reverts to the Owner
pursuant to the terms of the Ground Sublease or the LAG Lease (the “Subtenant's Property”). Sublessor
and Owner hereby waive any right, title, claim, lien or interest in the Subtenant's Property and
subordinates to the Lender's security interests therein any landlord's lien, encumbrance or other interest
which the Sublessor or Owner may now or hereafter have or acquire therein under the Ground Sublease,
the LAG Lease or applicable law. Lender will not be liable for the condition of the Premises after
removal so long as reasonable care is used in effecting such removal.
6. Additional Provisions. The terms and conditions of this Section 6 shall be binding upon
the Sublessor as if fully set forth in the Ground Sublease and upon Owner, and to the extent of any
conflict or inconsistency between (i) the terms and provisions contained in the Ground Sublease and/or
the LAG Lease, and (ii) the terms and conditions set forth in this Section 6, the terms and conditions in
this Section 6 shall govern and control:
(a) Subordination and Non-Disturbance Agreement. Notwithstanding anything
to the contrary contained in the Ground Sublease, Sublessor and Owner hereby covenant and agree that
it will not hereafter encumber its interest in the Premises or any part thereof with a deed of trust,
mortgage or other security instrument (a “Mortgage”) without first causing to be executed and delivered
to Subtenant and Lender a Subordination and Non-Disturbance Agreement, in form and substance
reasonably acceptable to Lender, duly executed by any holder of any deed of trust or mortgage on
Sublessor's or Owner’s interest in the Premises, as applicable, which Agreement shall provide, among
other things, that such Mortgage shall be junior and subordinate to the Ground Sublease, to any New
AGENDA ITEM #6. e)
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Lease (as hereinafter defined) and to the Leasehold Deed of Trust, and that such Mortgage will not
disturb Lender's or Subtenant's possession of such property following a foreclosure of such deed of trust
or mortgage.
(b) Permitted Transfers. Notwithstanding anything to the contrary in the Ground
Sublease, the following transfers shall be permitted and shall not require the approval or consent of
Sublessor: (i) a transfer of the Leasehold at foreclosure sale under the Leasehold Deed of Trust, whether
pursuant to power of sale contained, judicial foreclosure decree, or assignment in lieu of foreclosure, and
(ii) any subsequent transfer of the Leasehold by Lender (or its nominee or designee) if the Lender (or
such nominee or designee) is the purchaser at such foreclosure sale or under such assignment in lieu of
foreclosure. Lender shall have no obligation to cure any defaults or otherwise perform any obligations of
Subtenant under the Ground Sublease unless Lender expressly assumes such obligations in writing.
(c) Lender’s Assignment Rights. If Lender assumes the Ground Sublease, Lender
shall be required to perform only those obligations of Subtenant which arise and to pay only the rent
which accrues during the period when Lender holds title to and has possession of the Premises and the
Leasehold; provided further, that the liability of Lender shall be limited to the Lender's interest in the
Leasehold. In addition, Lender shall have the right to assign its interest under the Ground Sublease to any
party (a “Lender’s Assignee”) with credit standing and operational qualifications adequate for
performance of the remainder of the Ground Sublease, subject to the Owner’s prior written approval of
such assignment, which approval shall not be unreasonably withheld or delayed. Upon Lender’s
Assignee assuming and agreeing to perform and to be bound by all of the terms of the Ground Sublease,
Lender (if it previously has assumed the Ground Sublease) shall be relieved of further liability under the
Ground Sublease. Lender shall not, however, have the right to assign said interest to Subtenant or its
successors or assigns. Any such Lender’s Assignee shall be liable to perform the obligations of Subtenant
under the Ground Sublease only so long as such Lender’s Assignee holds title to the Leasehold, provided
that upon any conveyance of such title by such Lender’s Assignee to another transferee in accordance
with the terms of the Ground Sublease, such transferee expressly assumes and agrees to perform all of
the obligations under the Ground Sublease. Following any transfer described in this Section, all non-
curable defaults existing under the Ground Sublease prior to such transfer shall be deemed waived
without further notice or action of any party.
(d) No Merger. If title to Sublessor's estate and to Subtenant's estate shall be
acquired by the same person, firm or entity, other than as a result of termination of the Ground Sublease,
no merger shall occur, if the effect of such merger would extinguish or in any way impair the lien of the
Leasehold Deed of Trust.
(e) Sublessor Estoppel. Sublessor hereby certifies to Lender, as of the date of this
Agreement, that: (i) Sublessor is the landlord under the Ground Sublease; (ii) the term of the Ground
Sublease will expire on July 31, 2028, exclusive of any unexercised renewal options and extension
options contained in the Ground Sublease; (iii) the Ground Sublease is in full force and effect; (iv) there
have been no amendments, modifications or revisions to the Ground Sublease, and there are no
agreements of any kind between Sublessor and Subtenant regarding the Premises, except as provided in
the Ground Sublease; (v) no default has occurred by either Sublessor or the Subtenant under the Ground
Sublease; (vi) there is no condition which, but for the passage of time or the giving of notice or both,
would result in a default by the Sublessor or, to the best of Sublessor’s knowledge, the Subtenant under
the Ground Sublease; (vii) Sublessor has not received any notice of any present violation of any federal,
state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or
AGENDA ITEM #6. e)
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condition of the Premises. Sublessor agrees to execute and/or deliver to Lender, within 30 days of
Lender’s request, a certificate stating that the Ground Sublease is in full force and effect, that Subtenant is
not in default under the Ground Sublease, that the Ground Sublease has not been modified or
supplemented in any way and containing such other certifications, including, without limitation, the
certifications contained herein, and agreements as Lender may reasonably request, and (2) copies of the
documents creating or evidencing the Ground Sublease certified by Sublessor as being true, correct and
complete copies thereof.
(f) Owner Estoppel. Owner hereby (i) consents to this Agreement, and (ii)
represents and warrants to Lender that, as of the date hereof, (A) the LAG Lease is in full force and effect,
(B) there are no events of default existing under the LAG Lease by either Sublessor or Owner, (C) there
is no condition existing that, with the passing of time or delivery of notice, or both, would constitute a
default or event of default under the LAG Lease, and (D) the expiration date of the LAG Lease is July 31,
2028. The Owner further agrees that if the LAG Lease is terminated by the Owner prior to July 31, 2028,
the Owner will recognize the Ground Sublease as a direct agreement between Owner and Subtenant until
July 31, 2028, subject to Subtenant remaining in compliance with the Ground Sublease (subject to Section
3 of this Agreement) and negotiating in good faith with the Owner for a new lease agreement.
(g) New Lease. If the Ground Sublease is terminated or extinguished for any reason
prior to its stated expiration date (including, without limitation, rejection of the Ground Sublease by a
trustee in bankruptcy), upon the written request of Lender, the Sublessor will enter into a new lease of the
Premises with Lender, or its designee or nominee, for the remainder of the term, effective as of the date of
such termination, which new lease shall be on substantially the same terms as the Ground Sublease then
in effect, including without limitation, at the rent and additional rent and upon the covenants, agreements,
terms, provisions and limitations then in effect under the Ground Sublease (the “New Lease”). Sublessor
will execute such New Lease within thirty (30) days after the date of Sublessor’s written request. In the
event a New Lease is executed with a third party who grants Lender a security interest in the New Lease,
Sublessor will execute a new Consent of Sublessor in substantially the same form as this document, when
requested to do so by Lender.
7. Bankruptcy Provisions.
(a) To the extent permitted by law, so long as the Leasehold Deed of Trust shall
remain outstanding, the right of election arising under Section 365 (h)(1) of the U.S. Bankruptcy Code, 11
U.S.C. Sections 101 et seq., as the same may be amended (the “Bankruptcy Code”) shall be exercised by
Lender and not by Subtenant and any exercise or attempted exercise by Subtenant of such right of
election in violation of this provision shall be void.
(b) However, if despite the foregoing provision, Lender is not permitted to exercise
such right of election and Sublessor (or any trustee of Sublessor) shall reject the Ground Sublease
pursuant to Section 365(h) of the Bankruptcy Code, (i) Subtenant shall without further act or deed be
deemed to have elected under Section 365(h)(1)(A) of the Bankruptcy Code to remain in possession of
the Leasehold for the balance of the term of the Ground Sublease, (ii) any exercise or attempted exercise
by Subtenant of a right to treat the Ground Sublease as terminated under Section 365(h)(1)(A) of the
Bankruptcy Code shall be void, (iii) the Leasehold Deed of Trust shall not be affected or impaired by
such rejection of the Ground Sublease, and (iv) the Ground Sublease shall continue in full force and effect
in accordance with its terms, except that Subtenant shall have the rights conferred under Section
365(h)(1)(B) of the Bankruptcy Code.
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(c) For purposes of Section 365(h) of the Bankruptcy Code, the term “possession”
shall mean the right to possession of the Leasehold granted to Subtenant under the Ground Sublease
whether or not all or part of the Leasehold has been subleased.
(d) If Subtenant shall reject the Ground Sublease pursuant to Section 365(a) of the
Bankruptcy Code, Sublessor shall serve on Lender notice of such rejection, together with a statement of
all sums at the time due under the Ground Sublease (without giving effect of any acceleration) and of all
other defaults under the Ground Sublease then known to the Sublessor. The Lender shall have the right,
but not the obligation, to serve on the Sublessor within thirty (30) days after service of the notice provided
in the proceeding sentence, a notice that the Lender elects to (i) assume the Ground Sublease, and (ii) cure
all defaults outstanding thereunder (x) concurrently with such assumption as to defaults in the payment of
money, and (y) within sixty (60) days after the date of such assumption as to other defaults, except for
defaults of the type specified in Section 365(b) (2) of the Bankruptcy Code. If the Lender serves such
notice of assumption, then, as between the Sublessor and the Lender (i) the rejection of the Ground
Sublease by the Subtenant shall not constitute a termination of the Ground Sublease, (ii) the Lender may
assume the obligations of the Subtenant under the Ground Sublease without any instrument or assignment
of transfer from the Subtenant, (iii) the Lender's rights under the Ground Sublease shall be free and clear
of all rights, claims and encumbrances of or in respect of the Subtenant, and (iv) the Lender shall
consummate the assumption of the Ground Sublease and the payment of the amounts payable by it to the
Sublessor pursuant to this Section at a closing to be held at the offices of the Sublessor (or its attorneys)
within thirty (30) days after the Lender shall have served the notice of assumption hereinabove provided.
Upon a subsequent assignment of the Ground Sublease by the Lender, the Lender shall be relieved of all
obligations and liabilities arising from and after the date of such assignment.
8. Notices. All notices, demands, instructions and other communications required or
permitted to be given to or made upon any party hereto or any other person shall be in writing and shall
be given by (i) personal delivery (effective upon receipt), (ii) registered or certified mail, postage
prepaid, return receipt requested (effective three (3) business days after mailing), or (iii) nationally
recognized overnight courier for next business day delivery (effective the next business day), addressed
to the parties hereto at their addresses set forth below or to such other address as a party may designate
pursuant to a written notice sent in accordance with the provisions of this Section.
If to Subtenant: RNT 750 LLC
______________
______________
Attn: Jonathan Wenrich
with a copy to: Seyfarth Shaw LLP
999 Third Avenue, Suite 4700
Seattle, Washington 98104
Attn. Luke M. LaRiviere, Esq.
If to Sublessor: 540 Renton Hangar LLC
______________
______________
Attn: ______________, Manager
AGENDA ITEM #6. e)
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If to Owner: City of Renton
Attn: City Clerk
1055 South Grady Way
Renton, Washington 98057
Attn: ___________
If to Lender: Signature Bank
9450 W. Bryn Mawr Ave., Suite 300
Rosemont, Illinois 60018
Attn: David G. Wymer, Senior Vice President
with a copy to: Huck Bouma, P.C.
1755 S. Naperville Road, Suite 200
Wheaton, Illinois 60189
Attn: Alison J. Wetzel, Esq.
9. Successors and Assigns. The provisions of this Agreement shall be binding upon and
inure to the benefit of each party's respective successors and assigns; provided, however, Subtenant shall
not assign any of its rights or obligations under this Agreement without the prior written consent of
Lender.
10. Continued Effectiveness of this Agreement. The terms of this Agreement, the
subordination effected hereby, and the rights of Lender, and the obligations of Sublessor and Subtenant
arising hereunder shall not be affected, modified or impaired in any manner or to any extent by (a) any
renewal, replacement, amendment, extension, substitution, revision, consolidation, modification or
termination of or any of the Loan Obligations; (b) the validity or enforceability of any document
evidencing or securing the Loan Obligations; (c) the release, sale, exchange for surrender, in whole or in
part, of any collateral security, now or hereafter existing, for any of the Loan Obligations; (d) any
exercise or nonexercise of any right, power or remedy under or in respect of any Loan Obligations;
or (e) any waiver, consent, release, indulgence, extension, renewal, modification, delay or other
action, inaction or omission in respect of any Loan Obligations, all whether or not Sublessor all
have had notice or knowledge of any of the foregoing and whether or not it shall have consented
thereto.
11. Entire Agreement; Amendment; Severability. This Agreement contains the entire
agreement between the parties respecting the matters herein set forth and supersedes (except as to the
Loan Documents) all prior agreements, whether written or oral, between the parties respecting such
matter. Any amendments or modifications hereto, in order to be effective, shall be in writing and
executed by the parties hereto. If any provision or obligation under this Agreement shall be determined
by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be
deemed severed from this Agreement and the validity, legality and enforceability of the remaining
provisions or obligations shall remain in full force as though the invalid, illegal or unenforceable
provision had never been a part of this Agreement. In the event of any conflict or inconsistency between
any terms or provisions contained in this Agreement and any terms or provisions in the Ground Sublease
and/or the LAG Lease, the terms and provisions of this Agreement shall govern and control.
AGENDA ITEM #6. e)
HB Draft: 3-6-24
8
12. Governing Law; Binding Effect. This Agreement shall be governed by and construed
in accordance with the laws of the State in which the Property is located. The terms, covenants and
conditions of this Agreement shall be binding upon and inure to the benefit of the heirs, successors and
assigns of the parties.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be
an original, but all of which shall constitute one and the same instrument. The parties may deliver such
counterparts by facsimile and/or e-mail transmission, which shall be as effective as original signatures
and binding upon the parties.
14. WAIVER OF TRIAL BY JURY; VENUE. EACH PARTY TO THIS AGREEMENT,
HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE
OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, AS MAY BE AMENDED FROM TIME
TO TIME AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY HERETO AGREES THAT
THEY WILL NOT ASSERT ANY CLAIM ON ANY THEORY OF LIABILITY FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. EACH PARTY
HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO THE LENDER’S SOLE AND
ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT
TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SUBJECT
TO LITIGATION IN COURTS HAVING SITUS WITHIN OR JURISDICTION OVER KING
COUNTY, WASHINGTON. EACH PARTY HEREBY CONSENT AND SUBMIT TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING
JURISDICTION OVER SUCH COUNTY AND STATE.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
[Signature pages follow]
AGENDA ITEM #6. e)
9
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
SUBLESSOR:
540 RENTON HANGAR LLC
By:
Name: ________________
Title: ________________
ACKNOWLEDGMENT
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 said person signed this instrument
and acknowledged it as the _____________________________ of the City of Renton, Washington, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED this ______ day of _________________, 2024.
NOTARY PUBLIC in and for the State of Washington,
residing at
Name (printed or typed)
My commission expires:
[Signature pages continue on next page]
AGENDA ITEM #6. e)
10
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
SUBTENANT:
RNT 750 LLC, a Delaware limited liability company
By: FBO Capital Group Management LLC, its Manager
By: Dark Horse Capital LLC, its Manager
By: _______________________________
Jonathan Wenrich, Manager
ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF ________________ )
I certify that I know or have satisfactory evidence that Jonathan Wenrich is the person who appeared
before me, and said person acknowledged that said person signed this instrument and acknowledged it as
the Manager of Dark Horse Capital LLC, the Manager of FBO Capital Group Management LLC, which is
the Manager of RNT 750 LLC, a Delaware limited liability company, to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
DATED this ______ day of _________________, 2024.
NOTARY PUBLIC in and for the State of Washington,
residing at
Name (printed or typed)
My commission expires:
[Signature pages continue on next page]
AGENDA ITEM #6. e)
11
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
OWNER:
CITY OF RENTON, WASHINGTON
By:
Name: ________________
Title: ________________
ACKNOWLEDGMENT
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 said person signed this instrument
and acknowledged it as the _____________________________ of the City of Renton, Washington, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED this ______ day of _________________, 2024.
NOTARY PUBLIC in and for the State of Washington,
residing at
Name (printed or typed)
My commission expires:
[Signature pages continue on next page]
AGENDA ITEM #6. e)
12
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.
LENDER:
SIGNATURE BANK
By:
Name: David G. Wymer
Title: Senior Vice President
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) SS
COUNTY OF _____________ )
I, ________________________, a Notary Public, in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that David G. Wymer, Senior Vice President of Signature Bank, is personally
known to me to be the same person whose name is subscribed to the foregoing instrument and appeared
before me this day in person and acknowledge that they signed and delivered said instrument as their own
free and voluntary act and as the free and voluntary act of said limited liability company, for the uses and
purposes therein set forth.
Given under my hand and Notarial Seal, this ______ day of February, 2024.
_____________________________________
Notary Public
AGENDA ITEM #6. e)
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EXHIBIT A
Legal Description of Premises
Commencing at the intersection of the centerlines of Rainier Avenue North and Airport Way
North; thence along the Centerline of Airport Way North south 87°30’17” east a distance of
744.03 feet to the intersection with the southerly production of the centerline of Renton
Municipal Airport runway; thence north 04°49’43” west along said runway centerline a distance
of 294.74 feet to a point referred to as
Station 0+00; thence north 04°49’43” west a distance of 1,489.48 feet; thence south 85°10’17”
west a distance of 375.00 feet; thence north 04 °49’41” west, a distance of 300.91 feet to true
point of beginning.
Thence south 84°52’39” west, a distance of 43 feet; thence south 04°49’41” east, a distance of
20 feet; thence south 84°52’39” west, a distance of 58.02 feet; thence south 04°49’41” east, a
distance of 51.1 feet; thence south 85°10’19” west, a distance of 16.19 feet; thence south 02°
42’03” east, a distance of
32.03 feet; thence north 85°10’19” east a distance of 117.21 feet; thence north 04°49’41” west,
a distance of 103 feet to the true point of beginning.
Situate in the County of King, State of Washington
AGENDA ITEM #6. e)