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HomeMy WebLinkAboutLUA-17-000023_MISC~ 1STFLOOR
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ARCHIT ECTURE & PLANNING
7730 L EARY WA Y NE
REDMOND, WA 98052
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2731 TTri AVE SE STE 203
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by the Company if it disposed of the Company assets subject to such nonrecourse liability in
full satisfaction thereof in a taxable transaction, and then by aggregating the amounts so
determined . Such gain shall be determined in accordance with Treasury Regulation Section
1.704-2(d). Each Member's share of Minimum Gain at the end of an y taxable year of the
Company shall be determined in accordance with Treasury Regulation Section l.704-2(g)(l).
1.19 "M SA" means th e Management Services Agreement between the Company and a
licensed management company as selected by the Manager as further described in Section
11 .8 below. The initial management company of the RSCC shall be CarePartners
Management Group, LLC.
l .20 "Net Cash From Non-Extraordinary Events" shall mean the gross cash proceed s
from Company operations which are not Extraordinary Events (including sales and
dispositions of Company Property in the ordinary course of business) le ss the portion thereof
u sed to pay or establish reserves for all Company expenses, debt payments, capital
improvements, replacements, and contingencies, all as determined by the Manager. "Net
Cash From Non-Extraordinary Events" shall not be reduced by depreciation, amortization,
cost recovery deductions, or s imilar allowances.
1.21 "Net Cash From Extraordinary Events" shall mean the net cash proceeds from all
Extraordinary Events, less any portion thereof used to establish reserves, all as detem1ined by
the Manager. "Net Cash From Extraordinary Events" shall include all principal and interest
payments with respect to any note or other obligation received by the Company in co nnection
with sales and other dispositions (other than in the ordinary course of business) of Company
Pro perty.
1.22 "Non-Extraordinary Events" s hall mean tho se events and transactions that do not
constitute Extraordinary Events.
1.23 "Net Income" or "Net Loss" means taxable income or loss (including items
requiring separate computation under Section 702 of the Code) of the Company as determined
using the m e thod of accounting chosen by the Manager and used by the Company for federal
income tax purposes , adjusted in accordance with Treasury Regulation Section 1.704-
1 (b )(2)(iv)(g), for any property with differing tax and book values, to take into account
d epreciation, depletion, amortization and gain or loss as computed for book purposes.
1.24 "Percentage Interest" means the percentage interest of each Member as set forth
in Section 7 .1.
1.25 "Person" shall mean any individual or E ntity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such "Person" where the
context so requires or permits.
1.26 "Project" mean s the deme ntia care project consisting of approximately 60 resident
beds constructed o n the real estate described in Exhibit A together with any and all
improvements as s hall be made to such real propert y by the Company from time to time.
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or encumbered for or in payment of any individual obligation of any Member unless otherwise
provided for herein.
2.6 Contingencies. The effectiveness of this Agreement is contingent upon the full
satisfaction of the Contingencies, or the written waiver of same by the Manager. In the event
the Contingencies are not satisfied or waived on or before January I, 2018, this Agreement
shall be cancelled, and deemed null and void.
Section 3. Name. The name of the Company shall be Renton Special Care
Community, LLC. The Manager may from time to time change the name of the Company or
adopt such trade or fictitious names as it may determine to be appropriate.
Section 4. Office; Agent for Service of Process. The principal office of the Company
shall be at 2731-77 1h Ave. S.E. #203, Mercer Island, Washington 98040. The Company may
maintain such other offices at such other places as the Manager may determine to be
appropriate. The initial agent for service of process for the Company shall be Enatai
Management Group, LLC at the above address.
Section 5. Purposes. The primary purpose and general character of the business of the
Company is to own, maintain and operate the Project. The Company may engage in any other
business and shall have such other purposes as may be necessary, incidental or convenient to
carry on the Company's primary purpose, or as may be mutually agreed upon by the
Members.
Section 6. Term. The term of the Company commenced on the date of the filing of the
Certificate of Formation for the Company in the office of the Washington Secretary of State,
and shall continue until dissolved, wound up and terminated in accordance with the provisions
of this Agreement and the Act.
Section 7. Percentage Interests and Capital Contributions. Each Member shall
contribute the consideration described for that Member on Schedule A in the amounts
specified within Schedule A. Contribution shall be made upon the execution of this
Agreement by the Members listed on Schedule A.
7.1 Capital Contributions; Percentage Interests.
7.1.1 Members' Contribution. The Company, through its Manager, will accept
Members' capital as necessary, in the Manager's sole discretion to satisfy all
Contingencies and for the purpose of meeting the ongoing operational needs of
the Project through Stabilization. If Manager accepts each Member's capital
contribution, the Members' initial Capital Contribution shall be equal to the
amount set forth on Schedule A, which shall comprise all capital contributed to
the Company by the Members prior to Closing for payment of Company
Expenses and to meet the equity contribution requirements of the Project through
Stabilization. In addition, each Member's percentage ownership is set forth on
Schedule A. Each Member who contributes Capital under this Section 7 .1.1 shall
Rrut1m S2s;r·a1 Cu CwnlD' nirv J 1 C Rrn9lllli Aa,mnn' 7-)5-16.,1 doc, -5-
be considered a " Member" and collectively the " Members". Prior to
Stabilization, Members are not required to contribute any additional capital to the
Project beyond their Member Contribution for their percentage ownership, unless
they agree in writing to do so.
(a) Loan Guarantee. No Members shall be required to execute any Personal
Guarantee on any Company Loans, whether Construction Loans, Permanent
Loans or other Loans, without their written consent.
(b) Percentage Interest. The Percentage Interest listed on Schedule A for the
Member not in default of this Agreement will not be diluted without the written
consent of such Member.
7 .1.2 RL Contribution. RL shall not be required to make an initial Capital
Contribution for its Member Interest. The consideration for RL' s Interest in the
Company is its experience, research, development, administration, licensing,
signature (or cause of signature) on an acquisition mortgage debt instrument,
HUD approved mortgagor rating, and coordination of the acquisition and the
ongoing oversight of the management of the Project. The failure ofRL to perform
its obligations under the management of the Project shall not result in a failure of
consideration of RL's Interest. In the event RL advances money to the Project
prior to the Members making their Capital Contributions, all such sums shall be
considered an interim loan by RL to the Company and will be repayable from
Schedule A funds immediately upon receipt. Further, it is understood, RL may,
but shall not be required to, cause other credit instruments to be issued in
satisfaction of financing loan reserve requirements. In such a case, such
instruments will be secured by non-Company assets and the amount of the letter
of credit shall be deemed a Member Loan, as defined herein, by RL to the
Company.
7 .2 No Interest on Capital. No Member shall be entitled to receive interest on such
Member's Capital Contributions or such Member's Capital Account.
7.3 No Withdrawal of Capital. Except as otherwise provided in this Agreement, no
Member shall have the right to withdraw or demand a return of any or all of such Member's
Capital Contribution. It is the intent of the Members that no distribution ( or any part of any
distribution) made to any Member pursuant to Section IO hereof shall be deemed a return or
withdrawal of Capital Contributions, even if such distribution represents (in full or in part) a
distribution of revenue offset by depreciation or any other non-cash item accounted for as an
expense, loss or deduction from, or offset to, the Company's income, and that no Member
shall be obligated to pay any such amount to or for the account of the Company or any
creditor of the Company. However, if any court of competent jurisdiction holds that,
notwithstanding the provisions of this Agreement, any Member is obligated to make any such
payment, such obligation shall be the obligation of such Member and not of any other
Member, including the Manager.
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7.4 Additional Contributions. After Stabilization, the Manager may determine from
time to time, that Additional Contributions are needed to enable the Company to conduct its
business. Upon making such a determination, the Company shall give written notice to all
Members at least ten (IO) Business Days prior to the date on which such Additional Contribution
is due. Such notice shall set forth the amount of Additional Contribution needed, the purpose for
which the Additional Contribution is needed, and the date by which the Members should
contribute said Additional Contribution. Each Member may contribute their share of such
Additional Contribution in proportion to their Sharing Ratios.
7.5 Additional Capital Contribution Default. If a Member fails to make a required
additional Capital Contribution the other Members (the "Contributing Members") may advance such
amount to the Company as a loan to the delinquent Member at an interest rate equal to twelve percent
(12%) per annum fora period ofninety (90) days. The Contributing Members may each advance their pro
ratashare(basedon their respective Percentage Interests) of the delinquent Member's additional
Capital Contribution, provided that if a Member elects not to advance its pro rata share of such funds,
then the other Member(s) may contribute their pro rata share of all of the funds required. If the non-
Contributing Member fails to repay the loan within the ninety day period, then the
Contributing Member(s) may at their option (by unanimous consent among them), as their sole remedy,
either (a) cancel the indebtedness of the non-Contributing Member and convert the loan to an additional
Capital Contribution to the Company by such Contributing Member(s), and in such event all
Member(s)' Capital Accounts shall be adjusted as provided in Section 7.6, and the respective Percentage
Interests of the Units held by the Members shall be adjusted accordingly; or (b) treat the failure to repay
the loan within the ninety day period as a withdrawal by the non-Contributing Member from the LLC
without the necessary consent required by this Agreement, and the Contributing Members shall have
the option to purchase the interest of the non-ContributingMemberaccordingtothetermsofSection
14.
7 .6 Capital Accounts. The Company shall establish and maintain a Capital Account
for each Member in accordance with Treasury Regulations issued under Code Section 704. The
initial Capital Account balance for each Member shall be the amount of initial Capital
Contributions made by each Member under Section 7. I above. The Capital Account of each
Member shall be increased to reflect (i) such Member's cash contributions, (ii) the fair market
value of property contributed by such Member (net of liabilities securing such contributed
property that the Company is considered to assume or take subject to under Code Section 752),
(iii) such Member's share of Net Income (including all gain as calculated pursuant to
Section 1001 of the Code) of the Company and (iv) such Member's share of income and gain
exempt from tax. The Capital Account of each Member shall be reduced to reflect (a) the
amount of money and the fair market value of property distributed to such Member (net of
liabilities securing such distributed property that the Member is considered to assume or take
subject to under Section 752), (b) such Member's share of non-capitalized expenditures not
deductible by the Company in computing its taxable income as determined under Code
Section 705(a)(2)(B), (c) such Member's share of Net Loss of the Company and (d) such
Member's share of amounts paid or incurred to organize the Company or to promote the sale of
Company Interests to the extent that an election under Code Section 709(b) has not properly
been made for such amounts. The Manager shall determine the fair market value of all property
which is distributed in kind, and the Capital Accounts of the Members shall be adjusted as
though the property had been sold for its fair market value and the gain or loss attributable to
-7-
such sale allocated among the Members in accordance with Section 8 or 16.3, as applicable. In
the event of a contribution of property with a fair market value which is not equal to its adjusted
basis ( as determined for federal income tax purposes), a revaluation of the Members' Capital
Accounts upon the admission of new members to the Company, or in other appropriate situations
as permitted by Treasury Regulations issued under Code Section 704, the Company shall
separately maintain "tax" Capital Accounts solely for purposes of taking into account the
variation between the adjusted tax basis and book value of Company assets in tax allocations to
the Members consistent with the principles of Code Section 704(c) in accordance with the rules
prescribed in Treasury Regulations promulgated under Code Section 704.
Section 8. Allocations.
8.1 Allocation of Net Loss from Operations. Except as otherwise provided in this
Section 8 and in Section 16.3, the Company shall allocate all Net Loss to the Members as
follows:
(a) First, among the Members until the cumulative Net Loss allocated to each
Member pursuant to this Section 8.l(a) equals the cumulative amount of Net Income allocated
to the Members pursuant to Section 8.2 for all prior periods, in the inverse order that such Net
Income was allocated and in the same ratio as originally made; and
(b) Thereafter, in proportion to their Capital Accounts.
8.2 Allocation of Net Income from Operations. Except as otherwise provided in this
Section 8 and Section 16.3, the Company shall allocate all Net Income as follows:
(a) First to the Members who were allocated Net Loss pursuant to Section 8.1,
until an aggregate amount of Net Income has been allocated pursuant to this Section 8.2(a)
equal to the aggregate amount of Net Loss allocated pursuant to Section 8.1; and
(b) Thereafter, all remaining Net Income shall be allocated in proportion to
each Member's Percentage Interest.
8.3 Limitation on Net Loss Allocations. Notwithstanding anything contained in this
Section 8, no Member shall be allocated Net Loss to the extent such allocation would cause a
negative balance in such Member's Capital Account as of the end of the taxable year to which
such allocation relates.
8.4 Minimum Gain Chargeback. If there is a net decrease in Minimum Gain during a
taxable year of the Company, then notwithstanding any other provision of this Section 8 or
Section 16.3, each Member must be allocated items of income and gain for such year, and
succeeding taxable years to the extent necessary (the "Minimum Gain Chargeback"), in
proportion to, and to the extent of, an amount required under Treasury Regulation
Section 1.704-2(£).
Benton Soccill Cur Grn1D'WiIY ! ! C 9Pro!Jina l\w"""'•ru 7-] !·16 Cl do,;;,c -8-
8.5 Qualified Income Offset. If at the end of any taxable year and after operation of
Section 8.4, any Member shall have a negative balance in such Member's Capital Account,
then notwithstanding anything contained in this Section 8, there shall be reallocated to each
Member with a negative balance in such Member's Capital Account (determined after the
allocation of income, gain or loss under this Section 8 for such year) each item of Company
gross income (unreduced by any deductions) and gain in proportion to such negative balances
until the Capital Account for each such Member is increased to zero.
8.6 Curative Allocations. The allocations set forth in Sections 8.3, 8.4 and 8.5 (the
"Regulatory Allocations") are intended to comply with certain requirements of the Treasury
Regulations issued pursuant to Code Section 704(b ). It is the intent of the Members that, to
the extent possible, all Regulatory Allocations shall be offset either with other Regulatory
Allocations or with special allocations of other items of Company income, gain, loss, or
deduction pursuant to this Section 8.6. Therefore, notwithstanding any other provision of this
Section 8 (other than the Regulatory Allocations), the Manager shall make such offsetting
special allocations of Company income, gain, loss, or deduction in whatever manner it
determines appropriate so that, after such offsetting allocations are made, each Member's
Capital Account balance is, to the extent possible, equal to the Capital Account balance such
Member would have had if the Regulatory Allocations were not part of the Agreement and all
Company items were allocated pursuant to Sections 8.1 and 8.2.
8.7 Modification of Company Allocations. It is the intent of the Members that each
Member's distributive share of income, gain, loss, deduction, or credit (or items thereof) shall
be determined and allocated in accordance with this Section 8 to the fullest extent permitted
by Section 704(b) of the Code. In order to preserve and protect the determinations and
allocations provided for in this Section 8, the Manager shall be, and hereby is, authorized and
directed to allocate income, gain, loss, deduction or credit (or items thereof) arising in any
year differently from the manner otherwise provided for in this Section 8 if, and to the extent
that, allocation of income, gain, loss, deduction or credit ( or items thereof) in the manner
provided for in this Section 8 would cause the determination and allocation of each Member's
distributive share of income, gain, loss, deduction or credit ( or items thereof), not to be
permitted by Section 704(b) of the Code and Treasury Regulations promulgated thereunder.
Any allocation made pursuant to this Section 8.7 shall be made only after the Manager has
secured an opinion of counsel that such modification is the minimum modification required to
comply with Code Section 704(b) and shall be deemed to be a complete substitute for any
allocation otherwise provided for in this Section 8 and no amendment of this Agreement or
approval of any Member shall be required. The Members shall be given notice of the
modification within thirty (30) days of the effective date thereof, such notice to include the
text of the modification and a statement of the circumstances requiring the modification to be
made.
8.8 Deficit Capital Accounts at Liquidation. It is understood and agreed that one
purpose of the provisions of this Section 8 is to insure that none of the Members has a deficit
Capital Account balance after liquidation and to insure that all allocations under this Section 8
will be respected by the Internal Revenue Service. The Members and the Company neither
intend nor expect that any Member will have a deficit Capital Account balance after
Renton Sneyial c,re Cornm,1niry ! j C Opcrat,ng An•emcnt 7·15-16 01 docx -9-
liquidation and, notwithstanding anything to the contrary in this Agreement, the provisions of
this Agreement shall be construed and interpreted to give effect to such intention. However, if
following a liquidation of a Member's interest as determined under Treasury Regulation
Section l.704-l(b)(2)(ii)(g), a Member has a deficit balance in such Member's Capital
Account after the allocation of Net Income pursuant to this Section 8 and Section 16.3 and all
other adjustments have been made to such Member's Capital Account for Company operations
and liquidation, no Member shall have any obligation to restore such deficit balance.
Section 9. Company Expenses. The Company shall pay, and the Manager shall be
reimbursed for, all costs and expenses of the Company, which may include, but are not limited
to:
(a) All organizational expenses incurred m the formation of the
Company;
(b) All payments due to Members or their affiliates for services
rendered to the Company;
(c) All costs related to the Closing and the ongoing operation and
management of the Project, and other Company assets, including, but without limitation, the
cost of supplies, taxes, licenses, fees and services contracted from third parties;
(d) All costs of borrowed money, taxes and assessments on Company
assets, and other taxes applicable to the Company;
( e) Legal, audit, accounting, brokerage and other fees;
(f) Fees and expenses paid to brokers, agents and other investment
advisors utilized by the Company from time to time;
(g) Expenses in connection with the acquisition, holding, trade,
exchange and other disposition of the Project and other Company assets;
(h) The cost of insurance, if any, obtained in connection with the
business of the Company;
(i) Expenses of rev1smg, amending, converting, modifying or
terminating the Company;
U) Expenses in connection with distributions made by the Company
to, and communications and bookkeeping and clerical work necessary in maintaining relations
with, Members;
(k) Expenses in connection with preparing and mailing reports
required to be furnished to Members for investment, tax reporting or other purposes that the
Manager deems appropriate;
Rcn~m Srn:i•I Cur C•mm m'tv I IC 9Prratius Aill'i"DlenJ 7-1~· 16 ct doc~ -10-
(1) Costs incurred in connection with any litigation, including any
examinations or audits by regulatory agencies; and
(m) Costs of preparation and dissemination of informational material
and documentation relating to the investment, reinvestment, or sale or other disposition of
Company investments and assets.
Section 10. Distributions.
l 0.1 General. Except as otherwise provided in the Act, the Sections and this
Agreement, no Member shall have the right or power to demand or receive a distribution in a
form other than cash and no Member may be required or compelled to accept a distribution of
any Property other than cash.
10.2 Net Cash From Non-Extraordinary Events. Except as otherwise provided in
Section 16 hereof, Net Cash From Non-Extraordinary Events, if any, shall be determined and
distributed at the sole discretion of the Manager to the Members in proportion to their Percentage
Interests.
10.3 Net Cash From Extraordinary Events. Except as otherwise provided in Section 16
hereof, Net Cash From Extraordinary Events shall be distributed to the Members, at such times
as the Manager may determine, in the following order of priority:
i) First to repayment of Members who made Member Loans to the Company
pursuant to Section 7.4 or Section 11.1 ( c ), until said Member loans, including
accrued interest, are paid in full.
ii) Second to Members who made additional cash Contributions after
Stabilization, which will be distributed on a pro-rata basis until the amount of said
Member's additional cash Contributions are returned in full., until the total
amount of Net Cash From Extraordinary Events distributed pro-rata to said
Members, during the term of this Company, equals each such Member's
Unrecovered Capital Contribution Account;
iii) Third to all Members in proportion to their Percentage Interests.
I 0.4 Liquidating Distributions. In the event the Company is dissolved and the business
and affairs of the Company are wound up, distributions shall be made pursuant to Section 16.3.
10.5 Amounts Withheld. All amounts withheld, pursuant to the Code or any provision
of any state or local tax law with respect to any distribution or allocation to the Members, shall
be treated as amounts distributed to the Members pursuant to this Section 10 for all purposes
under this Agreement. The Company is authorized to withhold from distributions, or with
respect to allocations, and to pay over to any federal, state or local government any amounts
required to be so withheld pursuant to the Code or any provisions of any other federal, state or
R•rHaa SP"&\al C.,re Commun,,y I IC ()perating Awzrnent 7·1~· )G ol docx -11-
local law and shall allocate any such amounts to the Members with respect to which such
amounts were withheld.
Section 11. Powers, Rights and Obligations of Manager.
11.1 General Authority and Powers of Manager. Except as provided in Section 11.6,
the Manager shall have the exclusive right and power to manage, operate and control the
Company and to do all things and make all decisions necessary or appropriate to carry on the
business and affairs of the Company. The authority of the Manager shall include, but shall not
be limited to the following:
(a) Manage the day-to-day affairs in the ordinary course of business of the
Company;
(b)
to, the Project;
Oversee all development and aspects of, and make all decisions relating
(c) Incurring a Company Debt, including, without limitation, the mortgage,
refinancing or encumbrance of the Project and the execution of any and all loan documents
related to such;
(d) Determine Net Cash From Non-Extraordinary Events and Net Cash From
Extraordinary Events available for distributions, and the timing of such distributions;
(e) To employ persons, firms and/or corporations as required to support the
Company's business and investment activities, including but not limited to brokers, agents,
advisors, attorneys and accountants;
(f) To acquire, hold, sell, finance, refinance, encumber or otherwise deal with
the Project or other assets owned either directly or indirectly by the Company;
(g) To execute, acknowledge and deliver any and all instruments to effectuate
any of the foregoing powers and any other powers granted the Manager under the laws of the
state of Washington or other provisions of this Agreement;
(h) To enter into and to execute agreements for services, as well as any other
agreements and all other instruments the Manager deems necessary or appropriate to operate
the Company's business or to effectively and properly perform its duties or exercise its powers
hereunder;
(i) To sue and be sued, complain, defend, settle and/or compromise, with
respect to any claim in favor of or against the Company, in the name and on behalf of the
Company;
G) To obtain Loans for the purchase and/or refinance of the Project, and to
execute and grant such mortgages, deeds of trust, assignments, pledges, notes, instruments and
other documents that the Manager determines are necessary or convenient thereto; and
Renton Sm;1•I CueCommunjty I IC Opgotrng AgrcqncnL Z-ll-)6,Ldoc,; -12-
(k) To cause the Company to borrow from one or more Members ("Loaning
Members") or third party or parties on such terms and as the Manager shall determine
consistent with the needs of the Company ("Member Loans").
11.2 Time Devoted to Company: Other Ventures. The Manager shall devote so much
of his time to the business of the Company as in his judgment the conduct of the Company's
business reasonably requires. Subject to the conditions below in this Section 11.2, the
Manager and the other Members may engage in business ventures and activities of any nature
and description independently or with others, whether or not in competition with the business
of the Company,provided that any such Member discloses to the Manager the competing
business opportunities taken by them, and no intellectual property of the Company is used,
leverage or applied to said competing business opportunity. Neither the Company nor any of
the other Members shall have any rights in and to such independent ventures and activities or
the income or profits derived therefrom by reason of their acquisition of interests in the
Company. This Section 11.2 is intended to modify any provisions or obligations of the Act to
the contrary and each of the Members and the Company hereby waives and releases any
claims they may have under the Act with respect to any such activities or ventures of the
Manager or other Members.
11.3 Liability of Manager to Members and Company. In carrying out Manager's
duties and exercising the powers hereunder, the Manager shall exercise reasonable skill, care
and business judgment. The Manager shall not be liable to the Company or the Members for
any act or omission performed or omitted by Manager in good faith pursuant to the authority
granted to it by this Agreement as a Manager or Tax Matters Partner (as defined in the Code)
unless such act or omission constitutes gross negligence or willful misconduct by the
Manager.
11.4 Indemnification. The Company shall indemnify and hold harmless Manager
against any liability, loss, damage, cost or expense incurred by the Manager on behalf of the
Company or in furtherance of the Company's interests, except where the Manager has engaged
in fraud, misconduct, bad faith or gross negligence. However, no Member shall have any
personal liability for the satisfaction of any required indemnification of the Manager.
Any indemnification required to be made by the Company shall be made promptly
following the fixing of the liability, loss, damage, cost or expense incurred or suffered by a
final judgment of any court, settlement, agreement or otherwise. In addition, the Company
may advance funds to a Manager claiming indemnification under this Section for legal
expenses and other costs incurred as a result of a legal action brought against the Manager if
(i) the legal action relates to the performance of duties or services by the Manager on behalf of
the Company, and (ii) the Manager undertakes to repay the advanced funds to the Company if
it is determined that the Manager is not entitled to indemnification pursuant to the terms of this
Agreement.
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11.5 Fiduciary Responsibility. The Manager shall have a fiduciary responsibility for
the safekeeping and use of all funds and assets of the Company, and all such funds and assets
shall be used in accordance with the terms of this Agreement.
11.6 Restrictions on Authority of Manager. Neither the Manager nor any other
Member shall have any authority to do any of the following without the approval of Members
holding in the aggregate a majority of the Percentage Interests (as defined herein) in the
Company:
(a) The dissolution and winding up of the Company, other than following the
sale or other disposition of the Project; or
(b) The sale, exchange or other transfer of all or substantially all the assets of
the Company other than in the ordinary course of investment.
In the event any of the foregoing actions are proposed, the Manager shall provide notice
of the proposed action to all Members, which notice period shall not be less than 20 days,
during which time the Members shall be entitled to consult with the Manager regarding the
proposed action.
11. 7 Compensation of Manager. The Manager shall not receive compensation for
Manager's services as Manager.
11.8 Operational Manager of Project. The Project shall be managed by a licensed
management company as selected by the Manager, and shall be governed by a Management
Services Agreement (the "MSA") executed between the Management Company and the
Company. The Manager shall have complete authority to make all decisions for the Company
with respect to the MSA. The initial Management Company for the Project shall be
CarePartners Management Group, LLC, which is wholly owned by RL.
In the event the MSA is terminated, a new management company will be selected by the
Manager of Renton Special Care Community, LLC.
11.9 Removal of Manager. Manager may be removed as a Manager of the Company
and a new Manager selected as a replacement, provided that the following are satisfied:
(a)
Members holding
Company; and
The removal and replacement decision is reached by a resolution of the
at least eighty-five percent (85%) of the Percentage Interests in the
(b) The Manager to be removed has not fulfilled in good faith the duties and
responsibilities set forth in this Agreement.
Section 12. Status of Members.
12.1 No Participation in Management. Except as specifically provided in Section 11.6
above, no Member shall take part in the conduct or control of the Company's business or the
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management of the Company, or have any right or authority to act for or on the behalf of, or
otherwise bind, the Company ( except a Member who may also be a Manager and then only in
such Member's capacity as a Manager within the scope of such Member's authority
hereunder).
12.2 Limitation of Liability. No Member shall have, solely by virtue of such
Member's status as a Member in the Company, any personal liability whatever, whether to the
Company, to any Members or to the creditors of the Company, for the debts or obligations of
the Company or any of its losses beyond the amount committed by such Member to the capital
of the Company, except as otherwise required by the Act.
12.3 Member Withdrawal. The withdrawal, resignation, expulsion, bankruptcy or
dissolution of a Member, or the occurrence of any other event which terminates the continued
membership of a Member in the Company, shall not cause dissolution of the Company. Upon
the occurrence of such event, the rights of such Member to share in the Net Income and Net
Loss of the Company, to receive distributions from the Company and to assign an interest in
the Company pursuant to Section 14 below shall, on the happening of such an event, devolve
upon such Member's legal representative or successor, as the case may be, subject to the terms
and conditions of this Agreement, and the Company shall continue as a limited liability
company. However, in any such event, such legal representative or successor, or any assignee
of such legal representative or successor shall be admitted to the Company as a Member only
with Manager's consent and upon the satisfaction of such terms and conditions as Manager
deems advisable.
12.4 Recourse of Members. Each Member shall look solely to the assets of the
Company for all distributions with respect to the Company and such Member's Capital
Contribution thereto and share of Net Income and Net Loss thereof and shall have no recourse
therefor, upon dissolution or otherwise, against William R. Moore, III, Manager or any other
Member.
12.5 No Right to Property. No Member, regardless of the nature of such Member's
contributions to the capital of the Company, shall have any right to demand or receive any
distribution from the Company in any form other than cash, upon dissolution or otherwise.
Section 13. Books and Records, Accounting, Reports and Statements and Tax
Matters.
13.1 Books and Records. The Manager shall, at the expense of the Company, keep and
maintain, or cause to be kept and maintained, the books and records of the Company on the
same method of accounting as utilized for federal income tax purposes, which books shall be
kept separate and apart from the books and records of the Manager.
13.2 Tax Matters Partner. Should there be any controversy with the Internal Revenue
Service or any other taxing authority involving the Company, the Manager may expend such
funds as it deems necessary and advisable in the interest of the Company to resolve such
controversy satisfactorily, including, without being limited thereto, attorneys' and accounting
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fees. RL is hereby designated as the "Tax Matters Partner" as referred to in
Section 6231 (a)(7)(A) of the Code, and is specially authorized to exercise all of the rights and
powers now or hereafter granted to the Tax Matters Partner under the Code.
Any cost incurred in the audit by any governmental authority of the income tax returns of a
Member (as opposed to the Company) shall not be a Company expense. The Manager agrees to
consult with and keep the Members advised with respect to (i) any income tax audit of a
Company income tax return, and (ii) any elections made by the Company for federal, state or
local income tax purposes.
13.3 Tax Returns. The Manager shall, at Company expense, cause the Company to
prepare and file a United States Partnership Return of Income and all other tax returns
required to be filed by the Company for each fiscal year of the Company.
13.4 Tax Elections. The Manager shall be permitted in its sole discretion to determine
whether the Company should make an election pursuant to Section 754 of the Code to adjust
the basis of the assets of the Company. Each of the Members shall, upon request, supply any
information necessary to properly give effect to any such election. In addition, the Manager,
in its sole discretion, shall be authorized to cause the Company to make and revoke any other
elections for federal income tax purposes as they deem appropriate, necessary, or advisable.
Section 14. Transfers of Company Interests; Withdrawal of Members.
14.1 Restriction on Transfers. Except as otherwise permitted by this Agreement, no
Member or transferee shall transfer all or any portion of such Person's interests in the
Company. In the event that any Member or transferee pledges or otherwise encumbers any of
such Person's interests in the Company as security for the payment of a debt, any such pledge
or hypothecation shall not constitute a transfer but shall only be made:
(a) Pursuant to a pledge or hypothecation agreement that requires the pledgee
or secured party to be bound by all of the terms and conditions of this Section 14, and
(b) Only with the prior written consent of the Manager.
A transfer of a controlling interest in a Member or transferee that is an entity shall
constitute a transfer of such entity's interests in the Company.
14.2 Permitted Transfers. Subject to the conditions and restrictions set forth in
Sections 14.3 and 14.7 hereof, a Member or transferee may at any time transfer all or any
portion of such Person's interests in the Company, a "Permitted Transfer," to:
(a) The other Members in proportion to their Sharing Ratios; or
(b) Any Purchaser in accordance with Section 14.4 hereof; or
(c) Heirs or devisees upon death; or
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(d) A lifetime transfer by a Member or transferee of all or any portion of such
Persons interest in the Company to or for the exclusive benefit of his Immediate Family. For
purposes of this subparagraph, a Member's "Immediate Family" is defined as spouse, children
and grandchildren, or Trusts, Limited Liability Companies, Family Partnerships or other
entities controlled by such Member and/or his or her Immediate Family. Unless expressly
agreed to by a majority of the non-involved Members, a compulsory assignment of
Membership Interest due to a divorce or such other legal proceedings, shall not be deemed a
Permitted Transfer.
Any such transferee shall be deemed a Substitute Member as provided herein, but only
upon compliance with Sections 14.3 and 14.7.
14.3 Conditions to Permitted Transfers. Notwithstanding any prov1s10n of this
Agreement to the contrary, a transfer shall not be treated as a Permitted Transfer under
Section 14.2 hereof unless and until the following conditions are satisfied:
(a) Except in the case of a transfer of a Person's interests in the Company at
death, the transferor and transferee shall execute and deliver to the Company such documents
and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to
the Company to effect such transfer and to confirm the agreement of the transferee to be
bound by this Operating Agreement. In the case of a transfer of a Person's interests in the
Company at death, the transfer shall (I) be confirmed by presentation to the Company oflegal
evidence of such transfer, in form and substance satisfactory to counsel to the Company, and
(2) the transferor and the transferee shall execute and deliver to the Company such documents
and instruments in the opinion of counsel to confirm the agreement of the transferee to be
bound by this Operating Agreement. In all cases, the Company shall be reimbursed by the
transferor and/or transferee for all costs and expenses that it reasonably incurs in connection
with such transfer.
(b) The transferor and transferee shall furnish the Company with the
transferee's taxpayer identification number, sufficient information to detern1ine the
transferee's initial tax basis in the Person's interests in the Company transferred, and any other
information reasonably necessary to permit the Company to file all required federal and state
tax returns and other legally required information statements or returns. Without limiting the
generality of the foregoing, the Company shall not be required to make any distribution
otherwise provided for in this Agreement with respect to any transfer or transferee until it has
received such information.
(c)
death, either:
Except in the case of a transfer of a Person's interests in the Company at
(I) Such a Person's interests in the Company shall be registered under
the Securities Act of 1933, as amended, and any applicable state securities laws; or
(2) The transferor shall provide an opinion of counsel, which opinion
and counsel shall be satisfactory to the Company, to the effect that such transfer is exempt
-17-
from all applicable registration requirements and that such transfer will not violate any
applicable laws regulating the transfer of securities.
(d) Except in the case of a transfer of a Person's interests in the Company at
death, the transferor shall provide an opinion of counsel, which opinion and counsel shall be
reasonably satisfactory to the other Members, to the effect that such transfer will not cause the
Company to be deemed to be an "investment company" under the Investment Company Act of
1940.
14.4 Right of First Refusal. In addition to the other limitations and restrictions set
forth in this Section 14, except as permitted by Section 14.2 hereof, no Member shall transfer
all or any portion of such Person's interest in the Company (the "Offered Interest") unless
such Member (the "Seller") first offers to sell the Offered Interest pursuant to the terms of this
Section 14.4.
(a) Limitation on Transfers. No transfer may be made under this Section 14.4
unless the Seller has received a bona fide written offer (the "Purchase Offer") from a Person
(the "Purchaser") to purchase the Offered Interest for a purchase price (the "Offer Price")
according to specified terms, with or without interest, which offer shall be in writing signed by
the Purchaser and shall be irrevocable for a period ending no sooner than the day following the
end of the Offer Period, as hereinafter defined.
(b) Offer Notice. Prior to making any transfer that is subject to the terms of
this Section 14.4, the Seller shall give to the Company and each Member written notice (the
"Offer Notice") which shall include a true and complete copy of the Purchase Offer and
evidence of the ability of the Offeror to perform and an offer (the "Company Offer") to sell
the Offered Interest to the Company for the Offer Price, payable according to the same terms
as (or more favorable terms than) those contained in the Purchase Offer, provided that the
Company Offer shall be made without regard to the requirement of any earnest money or
similar deposit required of the Purchaser prior to closing, and without regard to any security
(other than the Offered Interest) to be provided by the Purchaser for any deferred portion of
the Offer Price.
(c) Company Offer Period. The Company Offer shall be irrevocable for a
period (the "Company Offer Period") ending at 11 :59 p.m., local time at the Company's
principal place of business, on the 15th day following the Company's receipt of the Company
Offer Notice.
(d) Acceptance of Company Offer. At any time during the Company Offer
Period, the Manager on behalf of the Company may accept the Company Offer as to all of the
Offered Interest, by giving written notice of such acceptance to the Seller.
(e) Member Offer Notice. If the Company does not accept the Company
Offer within the Company Offer Period, the Seller shall give to each Member written notice
(the "Member Offer Notice") that the Company did not accept the Company Offer and an
offer (the "Member Offer") to sell the Offered Interest to all of the Members except the Seller
(the "Offerees") for the Offer Price, payable according to the same terms as (or more favorable
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terms than) those contained in the Purchase Offer, provided that the Offer shall be made
without regard to the requirement of any earnest money or similar deposit required of the
Purchaser prior to closing, and without regard to any security ( other than the Offered Interest)
to be provided by the Purchaser for any deferred portion of the Offer Price.
(t) Member Offer Period. The Member Offer shall be irrevocable for a
period (the "Member Offer Period") ending at 11 :59 P.M., local time at the Company's
principal place of business, on the 15th day following the day of receipt of the Member Offer
Notice.
(g) Acceptance of Member Offer. At any time during the Member Offer
Period, any Offeree may accept the Member Offer as to that portion of the Offered Interest
that corresponds to the ratio of the Offeree's Sharing Ratio to the aggregate Sharing Ratios of
all Offerees, by giving written notice of such acceptance to the Seller and the Company. If
one or more Offerees fail to accept the Member Offer within the Member Offer Period, the
Seller shall give written notice thereof to the Offerees who have accepted the Member Offer
("Accepting Offerees"). Any Accepting Offeree shall have a period often (10) days from the
date of such notice within which to accept the Member Offer with respect to the remaining
portions of the Offered Interest (the "Remaining Offered Interest"); provided, however, that if
more than one Accepting Offeree wishes to purchase the Remaining Offered Interest, any such
Accepting Offeree shall be permitted to accept only that portion of the Remaining Offered
Interest that corresponds to the ratio of the Accepting Offeree's Sharing Ratio to the aggregate
Sharing Ratios of all such Accepting Offerees. In the event that within the Member Offer
Period, as extended by the preceding sentence, Accepting Offerees, in the aggregate, accept
the Member Offer with respect to all of the Offered Interest, the Member Offer shall be
deemed to be accepted. If Offerees do not accept the Member Offer as to all of the Offered
Interest during the Offer Period, the Member Offer shall be deemed to be rejected in its
entirety.
(h) Closing of Purchase Pursuant to Company Offer or Member Offer. In the
event that the Company Offer or Member Offer is accepted, the closing of the sale of the
Offered Interest shall take place within thirty (30) days after the Offer is accepted or, if later,
the date of closing set forth in the Purchase Offer. The Company or all Accepting Offerees, as
the case may be, and the Seller shall execute such documents and instruments as may be
necessary or appropriate to effect the sale of the Offered Interest pursuant to the terms of the
Offer and this Section 9.
(i) Sale Pursuant to Purchase Offer. If the Company Offer and Member Offer
are not accepted in the manner hereinabove provided, the Seller may sell the Offered Interest
to the Purchaser at any time within forty-five (45) days after the last day of the Member Offer
Period, provided that such sale shall be made on terms no more favorable to the Purchaser
than the terms contained in the Purchase Offer and provided further that such sale complies
with other terms, conditions, and restrictions of this Agreement that are applicable to sales of a
Person's interest in the Company and are not expressly made inapplicable to sales occurring
under this Section 14.4. In the event that the Offered Interest is not sold in accordance with
the terms of the preceding sentence, the Offered Interest shall again become subject to all of
the conditions and restrictions of this Section 14.4.
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14.5 Prohibited Transfers. Any purported transfer of a Person's interests in the
Company that is not a Permitted Transfer shall be null and void and of no force or effect
whatever, provided that, if the Company is required to recognize a transfer that is not a
Permitted Transfer (or if the Manager, in his sole discretion, elects to recognize a transfer that
is not a Permitted Transfer), the interest transferred shall be strictly limited to the transferor's
Economic Rights, as defined below, with respect to the transferred interests, with distributions
first applied (without limiting any other legal or equitable rights of the Company) to satisfy
any debts, obligations, or liabilities for damages that the transferor or transferee may have to
the Company. For purposes of this Agreement "Economic Rights" shall mean a Member's
share of the profits, losses and distributions of Company property pursuant to the Act, the
Articles, and this Agreement but shall not include any Management Rights, as defined below.
In the case of a transfer or attempted transfer of a Person's interests in the Company that
is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall
be liable to indemnify and hold harmless the Company and the other Members from all costs,
liability, and damage that any of such indemnified Persons may incur (including, without
limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer
or attempted transfer and efforts to enforce the indemnity granted herehy.
14.6 Rights and Obligations Arising Out of Transfers.
(a) An assignment of a Person's interest in the Company to a Person who is
not a Member does not itself dissolve the Company or entitle the transferee to become a
Member or to exercise any right to participate in the decisions of the Company, vote on any
matters coming before the Members, or to receive or request financial information about the
company (collectively referred to herein as "Management Rights"). A Person who is not a
Member who acquires a Person's interests in the Company but who is not admitted as a
Substitute Member pursuant to Section 14. 7 hereof shall be entitled only to the Economic
Rights with respect to such interests, and as stated above, shall have no right to any
information or accounting of the affairs of the Company, and shall not be entitled to inspect
the books or records of the Company.
(b) A Member's assignment of an interest in the Company to a Person who is
not a Member shall not cause the Member to cease to be a Member in connection with the
assigned interest or cease to have the power to exercise the Management Rights associated
with the assigned interest unless and until the transferee or the transferee's successor or
assignee becomes a Substitute Member, and the transferee has no liability as a Member solely
as a result of the assignment. A Person who assigns an interest in the Company is not released
from any liability to the Company solely as a result of the assignment of such Economic
Rights.
(c) An assignment of an interest in the Company by a Member (the
"Assigning Member") to any other Member (the "Acquiring Member") shall cause the
Acquiring Member's Membership Interest to increase to the extent of such assigned interest
(including both Economic Rights and Management Rights) and the Assigning Member's
Membership Interest to decrease to the extent of the such assigned interest. If a Member
acquires an interest in the Company from a transferee, the Member shall acquire both the
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Economic Rights with respect to such interest and the Management Rights with respect to
such interest, and the Management Rights of the Member from whom the transferee's interest
was obtained shall decrease accordingly. The Assigning Member shall not be released from
liabilities to the Company, including without limitation Contribution obligations, but
notwithstanding this the Acquiring Member shall be liable for any obligation to make Capital
Contributions with respect to the interest in the Company that the Acquiring Member so
acquires.
(d) In the event a court of competent jurisdiction charges a Membership
Interest with the payment of an unsatisfied amount of a judgment with interest, to the extent so
charged the judgment creditor shall be treated as a transferee.
14.7 Acceptance of Transferee as Substitute Member.
(a) Subject to the other provisions of this Section 14, a transferee may be
admitted to the Company as a Substitute Member, with all of the Management Rights of a
Member, to the extent transferred, only upon satisfaction of all of the conditions set forth
below in this Section 14.7:
(1) A transferee of all of the rights of membership (including
Management Rights) as to a portion, but not all, of a Membership Interest shall be admitted as
a Substitute Member as to such transferred portion upon the consent of the Manager.
(2) The transferee shall become a party to this Agreement as a
Member by executing such documents and instruments as the Members or the Company's
legal counsel may reasonably request as may be necessary or appropriate to confirm such
transferee as a Member in the Company and such transferee's agreement to be bound by the
terms and conditions hereof.
(3) The transferee shall pay or reimburse the Company for all
reasonable legal, filing, and publication costs that the Company incurs in connection with the
admission of the transferee as a Member with respect to the transferred interests.
( 4) The transferee shall provide the Company with evidence
satisfactory to counsel for the Company that such transferee has made each of the
representations and undertaken each of the warranties contained in the documents and
instruments referred to in this Section 14 above.
(5) If the transferee is not an individual of legal majority, the
transferee shall provide the Company with evidence satisfactory to counsel for the Company
of the authority of the transferee to become a Member and to be bound by the terms and
conditions of this Agreement.
(b) A transferee who becomes a Substitute Member has, to the extent of the
interests assigned, the rights and powers and is subject to the restrictions and liabilities of a
Member under the Act, the Articles of Formation and this Agreement, and, to the extent of the
interests assigned, is also liable for any obligations of the transferor to make Contributions, but
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is not obligated for liabilities reasonably unknown to the transferee at the time the transferee
becomes a Member.
(c) Neither the Member nor any subsequent transferor is released from any
liability to the Company by virtue of such transfer or admission, even if the transferee
becomes a Substitute Member and even if the Member whose Membership Interest is being
transferred ceases to be a Member by virtue of such act, but the Member ceases to be a
Member when one or more transferees become Substitute Members with respect to the
Member's entire Membership Interest.
14.8 Distributions and Allocations Regarding Transfers. If any Person's interest in the
Company is transferred during any Fiscal Year in compliance with this Section 14, profits,
losses, each item thereof, and all other items attributable to such Membership Interest for such
Fiscal Year shall be divided and allocated between the transferor and the transferee by taking
into account their varying interests during such Fiscal Year in accordance with Code§ 706(d),
using any conventions permitted by law and selected by the Members. All distributions on or
before the date of such transfer shall be made to the transferor, and all distributions thereafter
shall be made to the transferee. Solely for purposes of making such allocations and
distributions, the Company shall recognize such transfer not later than the end of the calendar
month during which it is given notice of such transfer, provided that, if the Company is given
notice of a transfer at least ten (I 0) Business Days prior to the transfer the Company shall
recognize such transfer as the date of such transfer, and provided further that, if the Company
does not receive a notice stating the date such interest was transferred and such other
information as the Members may reasonably require within thirty (30) days after the end of the
Fiscal Year during which the transfer occurs, then all such items shall be allocated, and all
distributions shall be made, to the Person who, according to the books and records of the
Company, was the owner of the interest on the last day of the Fiscal Year during which the
transfer occurs. The Company shall not incur any liability for making allocations and
distributions in accordance with this Section 14.8, whether or not the Company has knowledge
of any transfer of ownership of any interest.
Section 15. Resignation and Admission of Manager.
15. I Resignation of Manager. A Manager shall be entitled to resign as a Manager 120
days after delivery of written notice to the Company and the Members of the Manager's
intention to resign, or upon such earlier date as the Manager's resignation is accepted by the
Members. Resignation of a Manager, who is a Member, pursuant to this Section 15.1 shall not
affect its Percentage Interest as a Member of the Company.
15.2 Appointment of a New or Replacement Manager. If a Manager ceases to be a
Manager pursuant to Section 15.1, a replacement Manager shall be appointed by unanimous
consent of the Members.
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Section 16. Dissolution, Winding Up and Termination.
16.1 Events Causing Dissolution. The Company shall be dissolved and its affairs shall
be wound up upon the happening of the first to occur of any of the following events:
(a) Entry of a decree of administrative or judicial dissolution pursuant to the Act;
(b) The sale or other disposition of all or substantially all of the assets of the
Company;
(c) The unanimous consent vote of the Members to dissolve.
16.2 Winding Up. Upon dissolution of the Company for any reason, the Manager shall
commence to wind up the affairs of the Company and to liquidate its assets. The Manager
shall have the full right and unlimited discretion to determine the time, manner and terms of
any sale or sales of Company assets pursuant to such liquidation. Pending such sales, the
Manager shall have the right to continue to operate or otherwise deal with the assets of the
Company. A reasonable time shall be allowed for the orderly winding up of the business of
the Company and the liquidation of its assets and the discharge of its liabilities to creditors so
as to enable the Manager to minimize the normal losses attendant upon a liquidation, having
due regard to the activity and condition of the relevant markets for the Company properties
and general financial and economic conditions. Any Member may be a purchaser of any
properties of the Company upon liquidation of the Company's assets, including, without
limitation, any liquidation conducted pursuant to a judicial dissolution or otherwise under
judicial supervision; provided, however, that the purchase price and terms of sale are fair and
reasonable to the Company.
16.3 Allocation of Net Income and Net Loss Upon Termination, Sale. All Net Income
and Net Loss upon dissolution of the Company or from sale, conversion, disposition or taking
of all or substantially all of the Company's property, including, but not limited to the proceeds
of any eminent domain proceeding or insurance award (respectively, "Gain on Sale" or "Loss
on Sale") shall be allocated as follows:
(a) Loss on Sale shall be allocated among the Members as follows:
(i) First, proportionately to those Members having positive Capital Account
balances until all positive Capital Accounts have been reduced to zero; and
(ii) Thereafter, among Members in proportion to their Contribution Amounts.
(b) Gain on Sale to the extent available shall be allocated among the Members as
follows:
(i) First to those Members having negative Capital Account balances m
proportion to such negative balances until they are increased to zero;
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(ii) Second, to the Members in proportion to their respective Contribution
Amounts, in an amount equal to any return of Contribution Amount being paid to the
Members pursuant to Section l 6.4(b );
(iii) Thereafter, any remaining Gain on Sale shall be allocated to the Members
in proportion to their Percentage Interests.
16.4 Distributions. Prior to making distributions in dissolution to the Members, the
Manager shall first pay or make provision for all debts and liabilities of the Company,
including all expenses of liquidation. Subject to the right of the Manager to set up such cash
reserves as it deems reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company (including payments to Members for any fees due to them as
Manager or Project Manager), the proceeds of liquidation and any other funds of the Company
shall be distributed in the following order of priority:
(a) First, to the repayment in full of any outstanding Member Loans, as described in
Section 7.5, including all principal, interest, attorneys' fees and costs;
(b) Second, to Members in proportion to their Contribution Amounts until the
Contribution Amounts have been repaid in full; and
(c) Thereafter, the balance, if any, to the Members in proportion to their Percentage
Interests.
It is intended and anticipated that the amount of cash distributable upon a
termination or dissolution of the Company should equal the sum of the Members' Capital
Accounts, after repayment of Member Loans and adjustment of such balances in accordance with
Sections 8 and 16.3, and that therefore all cash will be distributable under Section 16.4(a), (b)
and (c).
16.5 Certificate of Cancellation; Report; Termination. Upon the dissolution and
commencement of winding up of the Company, the Manager shall execute and file articles of
dissolution for the Company. Within a reasonable time following the completion of the
liquidation of the Company's assets, the Manager shall prepare and furnish to each Member, at
the expense of the Company, a statement which shall set forth the assets and liabilities of the
Company as of the date of complete liquidation and the amount of each Member's distribution
pursuant to Section 16.4 hereof. Upon completion of the liquidation and distribution of all
Company funds, the Company shall terminate and the Manager shall have the authority to
execute and file all documents required to effectuate the termination of the Company.
Section 17. Default.
17 .1 Events of Default. A Member shall be in default ("Defaulting Member")
hereunder upon the occurrence of any of the following events:
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(a) If a Member makes an assignment for the benefit of creditors or applies for the
appointment of a trustee, liquidator or receiver of any part of its assets or commences any
proceedings relating to such Member under any federal or state law relating to bankruptcy,
insolvency, reorganization or similar laws;
(b) If a Member has a proceeding commenced against it relating to the appointment
of a trustee, liquidator or receiver or pursuant to any proceedings under any federal or state
law relating to bankruptcy, insolvency, reorganization or similar laws, which proceeding is not
dismissed within ninety (90) days after the filing of such proceeding;
( c) If a Member, its affiliates, or the activities of any of them result in the inability of
the Company to secure future financing for the Project;
(d) If a Member suffers its interest in the Company to become subject to any
attachment, levy, execution or other judicial seizure;
(e) !fa Member fails to contribute capital to the Company as provided in Section 7;
(f) !fa Member transfers its interest in violation of Section 14; or
(g) If a Member breaches or fails to perform any other provision of this Agreement
and such breach or failure is not cured within thirty (30) days after written notice.
17.2 Remedies. Upon a Member becoming a Defaulting Member, the Manager, with
the consent of the Non-Defaulting Members, may:
(a) Dissolve and tenninate the Company as provided in Section 16 and offset against
any amount to be distributed to the Defaulting Member the damages caused the Company by
the Defaulting Member;
(b) Elect to purchase the interest of the Defaulting Member pursuant to Section 17.3;
or
(c) Pursue any remedy at law or in equity against the Defaulting Member.
A Defaulting Member shall have no right to vote upon or otherwise participate in
management of the Company, regardless of whether the Non-Defaulting Members have
commenced to exercise any available remedies. In the event of a Member Default under
Section 17. l(e) above, at the request of a Non-Defaulting Member (or acting alone), the
Manager shall exercise any of the above Remedies against the Defaulting Member.
17.3 Purchase of Defaulting Member's Interest. In the event any Member shall be a
Defaulting Member, the other Members (the "Non-Defaulting Member(s)") may elect to
purchase the interest of the Defaulting Member in the Company upon the following terms:
Rrntop Sp;r ol Cm; Community I.IC Qn<r~t1ng Agrcemen, 7-15-)6 ct doc5 -25-
(a) The Non-Defaulting Member(s) shall notify the Defaulting Member of its election
to purchase the Defaulting Member's interest and along with such notice shall designate a
qualified appraiser. The Members shall attempt in good faith to determine by mutual agreement
the fair market value of the Company as a whole and the Defaulting Member's Interest within 10
days after the notice. If the Members cannot agree upon a determination of the fair market value
of the Company and the Interest within such time period, then the designated appraiser shall
determine the fair market value of the Company and the Interest within thirty (30) days thereafter.
The independent appraiser's determination of the fair market value of the Company and the
Percentage Interest shall be binding on all parties. The cost of the appraisal shall be charged to
the Defaulting Member.
(b) The Non-Defaulting Member(s) shall then purchase the Defaulting Member's
Interest in the Company for cash in an amount equal to ninety percent (90%) of the amount the
Defaulting Member would have received had the assets of the Company been sold for the
appraised fair market value determined as provided in Section 17.3(a), the liabilities of the
Company satisfied, and the assets of the Company distributed in cash as provided in Section 16.4.
(c) The purchase shall close within ninety (90) days after the appraised fair market
value is determined as provided in Section 17.3(a).
Section 18. Amendments. Except as otherwise provided by law, this Agreement may
be amended in any respect by a unanimous vote of the Members.
Section 19. Meetings of Members and Managers.
19.l Regular Meetings. The Manager may, but is not obligated to, hold regular
meetings without notice other than adoption of a resolution setting the time and place of such
meetings.
19.2 Special Meetings. Special meetings of the Members, for any purpose or purposes,
may be called by the Manager or by Members holding at least fifty percent (50%) of the
Percentage Interests.
19.4 Place of Meetings. The Manager may designate any place, either within or
outside the State of Washington, as the place of meeting for any meeting of the Members. If
no designation is made, the place of meeting shall be the principal office of the Company.
19.5 Notice of Meetings. Written notice stating the place, day and hour of a special
meeting, and the purpose or purposes for which the meeting is called, shall be delivered not
less than five (5) nor more than twenty (20) days before the date of the meeting, either
personally or by mail, by or at the direction of the Members calling the meeting, to each
Member entitled to vote at such meeting. If mailed, written notice shall be deemed effective
when mailed, if mailed with first class postage prepaid addressed to a Member at the
Member's address shown on the records of the Company at least five (5) days before the
meeting.
Renton 5r,eml Cm Commuoity I IC Orn1•ios Awmuent 7-)~·)6ct dos>s -26-
19.6 Record Date. For the purpose of determining Members entitled to notice of or to
vote at any meeting of Members or any adjournment thereof, or Members entitled to receive
payment of any distribution, the date on which notice of the meeting is mailed or the date on
which the resolution declaring such distribution is adopted, as the case may be, shall be the
record date for such determination of Members. When a determination of Members entitled to
vote at any meeting of Members has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
19.7 Quorum. A majority of the Percentage Interests represented in person or by proxy
shall constitute a quorum at any meeting of Members. In the absence of a quorum at any such
meeting, a majority of the Percentage Interests held by Members so represented may adjourn
the meeting from time to time for a period not to exceed sixty (60) days without further notice.
However, if the adjournment is for more than sixty (60) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each Member of record entitled to vote at the meeting. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed. The Members present at a duly
organized meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during such meeting of the Percentage Interests whose absence would cause less
than a quorum.
19.8 Manner of Acting. The affirmative vote of Members holding more than fifty
percent (50%) of the Percentage Interests represented in person or by proxy at a meeting at
which a quorum is present shall be the act of the Members, unless the vote of a greater or
lesser percentage is required by this Agreement or by law.
19.9 Proxies. At all meetings of Members a Member may vote in person or by proxy
executed in writing by the Member. Such proxy shall be filed with the Manager before or at
the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
19.10 Action by Members Without a Meeting. Any action required or permitted to be
taken at a meeting of Members may be taken without a meeting if the action is evidenced by
one or more written consents describing the action taken, executed by Members entitled to
vote thereon and delivered to the Managers for inclusion in the Company's minutes. Such
action shall be deemed passed if it receives the affirmative consent of a sufficient amount of
the Percentage Interests necessary to take such action if a meeting had actually been held.
Action taken under this Section is effective when sufficient Members entitled to vote thereon
to pass the resolution(s) have signed such consent, unless such consent specifies a different
effective date. The record date for determining Members entitled to take action without a
meeting shall be the date the first Member signs a consent.
19.11 Waiver of Notice. When any notice is required to be given to a Member, a waiver
thereof in writing signed by the Member entitled to such notice, whether before, at, or after the
time stated therein, shall be equivalent to the giving of such notice. The attendance of a
Member at a meeting shall also constitute a waiver of notice of such meeting, except when a
Renton Spe,;;IBi C.r< Comrnamty 11 C Op,,at>ng Aoremum\7-15-1§ .,_ l•n -27-
Member attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 20. Miscellaneous.
20.1 Notices. Any notice, offer, consent or other communication required or permitted
to be given or made hereunder shall be in writing and shall be deemed to have been
sufficiently given or made when delivered personally to the party (or an officer of the party) to
whom the same is directed, or ( except in the event of a mail strike) five days after being
mailed by first class mail, postage prepaid, if to the Company or to a Manager, to the office
described in Section 4 hereof, or if to a Member, to such Member's last known address or
when received by facsimile if to the Company or Manager to the facsimile number for the
office described in Section 4 hereof, or if to a Member, to such Member's facsimile number.
Any Member may change such Member's address for the purpose of this Section 19.1 by
giving notice of such change to the Company, such change to become effective on the tenth
day after such notice is given.
20.2 Entire Agreement. This Agreement constitutes the entire agreement among the
parties and supersedes any prior agreement or understandings among them, oral or written, all
of which are hereby cancelled. This Agreement may not be modified or amended other than
pursuant to Section 18 hereof.
20.3 Captions; Pronouns. The paragraph and section titles or captions contained in this
Agreement are inserted only as a matter of convenience of reference. Such titles and captions
in no way define, limit, extend or describe the scope of this Agreement nor the intent of any
provision hereof. All pronouns and any variation thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person or persons may
reqmre.
20.4 Conflicts of Interest. Each Member understands the Manager engages in other
business activities which are similar to the business activities of the Company. Each Member
hereby consents to such other business activities and agrees that no Member shall acquire any
interest therein by virtue of this Agreement.
20.5 Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constitute one and the
same agreement. Delivery of any executed counterpart of a signature page to this Agreement
by facsimile shall be effective as delivery of an executed original counterpart of this
Agreement.
20.6 Conflict and Legal Representation; Waiver of Independent Legal Counsel. All
parties to this Agreement acknowledge that this Agreement has been drafted by Tacey Goss, PS
("Attorneys") for the Company, representing William R. Moore, III only. Any Persons who
become Members acknowledge that in becoming a Member of the Company, they are relying
BrnlRD Snwiol Cm Coromoroi'Y I [ C Op,,r:atrns ASIB'ID"Jt 7. )5· )6 01 do,;x -28-
upon the advice of independent counsel in signing the Agreement or have freely chosen not to
seek such advice.
20.7 Governing Law. This Agreement shall be governed by and construed m
accordance with the internal laws of the state of Washington.
JN WITNESS WHEREOF the parties have executed this Agreement as of the date
first hereinabove written.
MEMBERS: Round Lake, LLC, a Washington limited liability company
1/Jll#fflA By:
MANAGER:
J'imam R. Moore)II, Manager
Member
~411&
Signed 7
tf/t!. ~I,.... /l_ M ~T(. II I . ( Please print
TIN/SSN
Its: ;l{Aqcv
t--/f'~;zrtz.otf ~
~==-
i1r1 ~·1'11Z,4:e £IE
Address
Enatai ~anagement Group, LLC, a Washington limited liability company
By: _ ___,,-+-'-------"=-'--,,£-~--'------
William R. Moo , III, Manager
m•nn Spfri,,j C;m; Corrnnnnitv J JC Qg;r;11ing AgrttrnmJ 7-n· l!im Ml'?' -29-
upon the advice of independent counsel in signing the Agreement or have freely chosen not to
seek such advice.
20.7 Governing Law. This Agreement shall be governed by and construed m
accordance with the internal laws of the state of Washington.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first hereinabove written.
MEMBERS: Round Lake, LLC, a Washington limited liability company
By:
William R. Moore, Ill, Manager
Member
Signed Date
Please print
Its: _______________ _
TIN/SSN
Address
Address
Address
MANAGER:
Enatai Management Group, LLC, a Washington limited liability company
By: ___________ _
William R. Moore, III, Manager
&mton 5f$C,al Care Commun,tv I I C RrlP'IDS Ai'l'"IP'llll 7. 15·]6 cc doq -29-
DOB
SCHEDULE A
CAPITAL CONTRIBUTIONS
NAME OF MEMBER Percentage Interest INITIAL
CAPITAL
CONTRIBUTION
$0.00
Round Lake, LLC 100.00 See 7.1.2
Above
-1-
SCHEDULEA
CAPITAL CONTRIBUTJONS
NAME OF :MEMBER l'ercentagc Interest JNITIAL
CAPITAL
CONTRIBUTION
Investors [Estimated]
$--0-
Total
William R. ~foore, III Sec Section 7.; -·
The above numbers arc c.stimfites that will be fmalizcd prior to Closing.
_/
-1-
/
Page 1 of 1 @sns
Office of the Secret al)' of Slota
Corpora Irons & Chortl!es Dlvlslon
Limited Liability Company
See attached datai!Bd instroctions
D Filing Fee $30.00
!!I. Fnlng Fee with Expedited Service ~BO.OD l UBI Number: 602805072
AMENDED CERTIFICATE OF FORMATION/REGISTRATION
Chapter 25.15 RCW
SECTION'i
NAME OF LIML TED L IABILLTY COM PA NY (l. LC): (as a~rronlly rooorded with the OffJCe of the SeG"111tary of State)
ENATAI MANAGEMENT, LLC
SECTION. 2
AMENDMENTS TO CERTIFICATE: {if necessary, eltaah additional infomraflan. Jf afJangi!lg /he nama II mqst ,;an/art,
one offha fo/fowing desi()nalions: Lrmi!ed l..tab/llty Company, Lim~ed Uabilily Co or 0/18 of th~e abb//lvfafions: LLC. or
liC:. If/he dasig11aiion is omitted, JI wll/ default to LLG when pmaessed)
CHANGE NAME TO: ENATAJ MANAGEMENT GROUP, LLC
SECTION3
EFFECTlVE DATE OF AMENDMENTS TO CERTIFICATE: (p!,,.Be ahe~konaafthe fol/oW!ng)
l!I Upou filing by the Secretary of state
D Specific Dale: (Speclf/oo effaollve date mw;t tJe within 90 days AFTER the Amenrfed
Ger/ifiM/e llas Jws11 filed by Iha Off/ca of Iha SecralaJY of sta!&J
SECTION4
MEMBER OR MANAGER SIGNATURE (se<> fnstruo/Jons page)
~l?P!llt · hsraby eJCecufsd und<,rpeuo//Jos ofp&,jury, and,~, to U,~ b..s( of ,ny ~nowledge, troe, and ,:orrr:,,t
William Moore, 111, Manager 425-417-6086
Printed Namernire Data Phone
J.l.C -Ameodrn ent W•sblngton 1recrelilly of Sts!e R,evised 02/13
:t::::::t:-···-~~~5\i~~~}bs~w~s.~,~,~~W ,,.><E ~~'*~~--::~==:::: -~_r,.·.1·
U_sine.ss Ucerising Service Co~grations Division ~
LEGAL ENTITY REGISTRATION
------·---
EIIATAI MAl'IAGEMEllT GROUP, LLC
2731 77TH AVE 5E STE 20.3 .
MERCER lSLAljD WA 960~0 28UO
DomestiQ Limited Liability Company
Renewed by Authority cf Secretary af State
RE6I-STERED TRADE NAMES,
ENIITAI
ENATAI MANAGEMENT
El'IATIII MANAGEMENT GROUP, LLC
--------· --------------------·
B,;8.Cccptir191his_dor:umenl Ule IECOOsee certihs thal lnform91ion
Provkr~d oa the 1enewm was complete, \r111). i;ndatcur.a.ta to the
best of tii& or her kflowledg~ and !flatU1e comj)arty \vil1 stay in
cornp\iarn:e wilh all appilcabl<l Washington Sta!a ra~•la1ions.
---------·
' (~
\
Uni fhd Bue>iness ID •, 602 805 072 '
Bu.siness lD ih 1 l~
Expires, 02-28-2015 f.
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\;)
\
---------···-----··----.-~ -
local law and shall allocate any such amounts to the Members with respect to which such
amounts were withheld.
Section 11. Powers, Rights and Obligations of Manager.
11.1 General Authority and Powers of Manager. Except as provided in Section 11.6,
the Manager shall have the exclusive right and power to manage, operate and control the
Company and to do all things and make all decisions necessary or appropriate to carry on the
business and affairs of the Company. The authority of the Manager shall include, but shall not
be limited to the following:
(a) Manage the day-to-day affairs in the ordinary course of business of the
Company;
(b) Oversee all development and aspects of, and make all decisions relating
to, the Project;
(c) Incurring a Company Debt, including, without limitation, the mortgage,
refinancing or encumbrance of the Project and the execution of any and all loan documents
related to such;
(d) Determine Net Cash From Non-Extraordinary Events and Net Cash From
Extraordinary Events available for distributions, and the timing of such distributions;
( e) To employ persons, firms and/or corporations as required to support the
Company's business and investment activities, including but not limited to brokers, agents,
advisors, attorneys and accountants;
(f) To acquire, hold, sell, finance, refinance, encumber or otherwise deal with
the Project or other assets owned either directly or indirectly by the Company;
(g) To execute, acknowledge and deliver any and all instruments to effectuate
any of the foregoing powers and any other powers granted the Manager under the laws of the
state of Washington or other provisions of this Agreement;
(h) To enter into and to execute agreements for services, as well as any other
agreements and all other instruments the Manager deems necessary or appropriate to operate
the Company's business or to effectively and properly perform its duties or exercise its powers
hereunder;
(i) To sue and be sued, complain, defend, settle and/or compromise, with
respect to any claim in favor of or against the Company, in the name and on behalf of the
Company;
U) To obtain Loans for the purchase and/or refinance of the Project, and to
execute and grant such mortgages, deeds of trust, assignments, pledges, notes, instruments and
other documents that the Manager determines are necessary or convenient thereto; and
-12-
EXHIBTTB
AMTINDED OPERATING AGREEMENT
FOR
ENATAI MANAGEMENT, LLC
(Sec Attached)
I
OPERA'J'ING AGREEMENT
OF
ENATAIMANAGEMENT,LLC
This Agreement (the "Agreement") is Iiultle and entered into as of !he dates set
forth in the. signature blocks, effective by and between William R Moore, Ill. (Mi)ore) an
individual and Investor, as defined .in Schedule A (individually, each, including Moote, ii,
referred to as R "Member'' and, collectively, as the "Members"} to state that certain. Operaiing
Agreement ofEnatai Managemellt, LLC (''Ei\4"), dated as. of Aprill, 2008, The parties desire
and agree to operate as a limited liability company under the laws of the state of Washington
as follows:
Secti= L Definitions. The following terms used in the Agreement shall have the
meanings specified below:
1.1 "Act'' means lhe Washington Limited Liability Company Act, as amended. from
time to time.
1.2 "Adjusled Contribution Ammmt" with respect to each Member means the Capital
Contributions pursuant to S~tions 7.1 and 7.4 below, as reduced from time to time by
distributions pursuant to Sectloh l O below.
1.3 "Agreement" means this Operating Agreement of Enatai Management, LLC, as it
may be amended :from time to time.
1.4 "Capital Account'' means lhe accowit maintained for ea:ch Member in accordance
with Section 7.5. In the case of a transfer of an interest, the transferee shall succeed to the
Capital Account of the trnnsfi:ror or, in the case of a partial transfer, a proportionate share
thereof.
l .5 ~Capital Contribution" means the lotal amount of money and the fair market value
of all property conbibuted to the Company by each Member pursuant to the terms of the
Agreement. Capital Contribution shall also indude any amounts paid directly by a Member to
any creditor of the Company in respect of any guarantee or .similar obligation lllldertakcn by
such Member in connection with the Company's operations. Any reference to the Capital
Contribution of a Member shall include the Capital Contribution made by a predecessor holder
of the interest of such Member.
1.6 ~cash Available for Distribution" means all available cash of the Comparty,
excluding cash available upon liqwdation of the Company, in excess of amounts reasonably
required for reinvestment, payment of Company expenses,Tepayment of current liabilities, and
the estab!i.~hment of and additions tc, such cash reserves as the Manager shall deem necessary
or advisable, if any.
1.7 "Closing" melllls the date Moore's signatUJe is affixed to the Agreement.
-1-
/
Lil "Cod<'" mc.u,, lhoo Unikd States Internal Rev<:ouc Co<k uf 1986, a,; ,un~m:kd.
References to specific Code. Sections or Treasury Regulations shall be deemed to refer to such
Code Sections or Treasury Regulations as they may be amended from time to time or to any
successor Code Sections or Treasury RegulatimJ.S if the Code Section .or Treasury Regulation
referred to is repealed.
l.9 "Company" means Enatai Management, LLC, as governed by lhis Agreement.
LIO "Company Expenses" means the expenses of the Company, as described in
Sec ti oo 9 below.
1.11 "Contingencies" :,hall mean the Closing, as defined in paragraph 1. 7 and the
Compliny's receipt of the proceeds of a loan sufficient to consummate the transactions at
Clo,ing.
1.12 "Contribution Amount" means, in respect to each Member, the aggregate Capital
Contribution of the Member less the agi,.>regate rchrrns of Capital Contributions to such
Member, calculated on a daily basis.
1.13 "Interest" or "Company Interest'' means the ownership interest of a Member in
the Company at any particular time, including the right of such Member to any and all beneli!s
to which such Member may be entitled as provided in the Agreement and in the Act, together
with the obligations of such Member to comply with all the terms and provisions of !he
Agreement and the Act.
1. l4 ~Manager" means the pernon who is appointed in ru:.cordance with this Agreement
to exercise the authority of Manager under this Agreement and the Act. The initial Manager
of the Company slulll be Moore.
l.!5 "Member($}" means those per.;ons who execute a counterpart of this Agreement
and those persons who are hereafter admitted as members by the Manager.
1.16 "Minimum Gain" means lhe amount determined by computing, with respect to
each nonrecourse liability of the Company, the amount of gain, if any, that would be realized
by the Company if it disposed of the Company assets subject to such nonrecourse liablliLy in
full satisfaction thereof in a taxable transaction, and then by aggregating the amounts so
determined.. Such gaio shalI be determined in accordance with Trea.'!lll)' Regulation Section
L704-2(d). Eacli Member's share of lvfiuimurn Gain at tlic end of any t~ble year of the
Company shall be determined in accordance with Treasury Regulation Section l .704-2{g)(l ).
1.17 [Intentionally Left Blank J
!.J 8 ''Net fncome" or "Net Loss" means tm.:a,ble income or loss (including items
requiring separnte computation under Section 702 of1hc Code) of the Company as determined
using tl1e method of accounting chosen by the Manager und used by !he Company fur federal
EM Upcralin~ Agrct1m:nt~4'l ':200M -2-
/
income tllx purposes, adjusted in ac.:ordanre with Treasuty Regulation Section I. 704-
l(b)(2)(iv)(g), for >111y properly with differing tax and book values, to take into account
depreciation, depletion, amortization and gain or loss as computed for bookpurposcs.
1.19 "Percentage Interest" means the percentage interest of each Member as set forth
in Section 7.1.
l .20 ~Person" shall mean any individual or Entity. and the heirs, executors,
adrninislra!Qrs, legal rep:re scn!ati vcs, successors, and assigns of such "Person" where the
context so requjres or pcnnits.
1.21 IJntentionally Leit Blank]
1.22 "Sharing Ratio" shall mean the proportion shov,.n on Schedule A, m; updated by
the Manager from time-to-time.
Section 2. Formation. The Members hereby agree to Operate the Company under 1he
terms and conditia:ns set forth herein. Except as otheIWise provided herein, 1he rights and
liabilities of the Members shall be governed by the Act.
2.1 Th:focts as to Formalities. A failure to observe any furmalities or requirements of
this Agreemenl, the articles. Qf o~nization for the Company or the Act shall not be grounds
for imposing peisonal liability on the Members or the Manager for liabilities of the Company.
2.2 No Parlnership Intended for Nonlax Purooses. The Meinbera have formed the
Company under the Act, and expressly do not intend hereby to form a partnership under either
the Washington UniformPlil1.nership Act or the Washington Uniform Limited Partnership Act
err a corporation under the Wl!Shington Business Corporation Acl The M,:,n,bers do not intend
to be partners one to another, or partners as to any third party. The Members hereto agree and
acknowledge that the Company is to be treated as a partnership for federal income tio<;
purposes.
2.3 Rights of Creditors and Third Parties. This Agreement is entered into among the
ComJlfllly and the Members for the e11ell.1Sive benefit of the Company, its Members and their
successof~ and assigns. The Agreement is expressly not intended for the benefit of any
creditor of the Company or any o±hi:r person. Except and only to the extent provided by
applicable statute, no such creditor or third party shall have anr rights ander the Agreement or
any agreement between the Company and any Member with Tespect to any Capital
Contnoution or otherwise.
2.4 Title to property. All Company investments and property shall be owned by the
Company as au entity and no Member shall have any ownership interest in such asseL~ in the
Member's individual :name. or right, and each MembeT's interest in tb.e Conip1my shall be
personal ])IOperty for all pUiposes. Except as otherwise provided in this Agreement, the
ComJlB.IlY shall hold aH Company assets il1 the name of the Company !llld not in the name or
names of any Member or Mernbi:rs.
-3-
·-· 2S P.-.. ymrnus of lndiyjdual Obligations. Th<> Cumpuny'• credit and assets shall be
used solely for the benefit of the Company, and no asset of !he Company shall be transferred
or encumbered for or in payment of ooy individual obligation of any Jl;[ember llllless otherwise
provided for herein.
2.6 Contingencies. The effectivimess of this Agreement is contingent upon the full
satisfaction of the Contingencies, or the written waiver of same by the Manager. ln the event
the Contingencies are not sati.sfied or waived on or before September I, 2008 this Agreement
shall be void.
Section 3. Name. The name of the Company shall be Enatai Management, LLC. The
Mrutager may from time to lime cl1ange the name of the Company or adopt such trade or
fictitious Ill!mes as it may determine to be appropriate.
Section 4. Office: Agent for. Service of Process. The principal office of the Company
shall be at 2731-77'~ Ave. S.E. #203, Mercer Island, Washington 9&040. The Company may
maintain such other offices at such other places as the Manager inay determine to be
appropriate. The initial agent for service of process for the Company sh.all be William R.
Moore, III at the above address.
Sec ti on 5. Purposes. The :primary purpose and general character of the business of the
Company is to manage other businesses . The Company may engage in any other bJL~iness
und shall have such other puIJJoses as may be necessary, incidental or convenient to carry on
tlic Company's primm-y purpose, or a~ may be mutually agreed upon by the Members.
Section 6. Tenn. The term of the Company commenced on t11.0 date cf the filing of the
Certificate of Formation for the Company in the office of the Washington Secretary of State,
and sh.all continue until dissolved, wound up and terminated in accordance with the provisions
of" this Agreement and the Act
Section 7. Percentage Interests and Capital Contributions.
7.1 Capital Contributions:; Percentage Inkrestli. The Company, tftrough its Manager,
will accepJ Investors' capital as necessary in the Manager's sole discretion to operate the
business. Should investment capital b<:: accepted, the Investors• initial Capital Contribution is
equal to the amount set for!h on Schedule A, which shall comprise all capital contributed to
the Company by the Investors prior to Closing for payment of Company Expenses and to meet
the equity contribution requirements of the Purchase. In addition, each Investor's percentage
ownenship is sel forth on Schedule A.
7.2 Consideration for Moore Interest. Moore shall not be required to make an initial
Capital Contribution for his Member fntercst. The consideration for Moore's Interest in the
Company is his experience, research, development, administration; licensing, signature (or
cause of signature) on contracts and documents, HUD approved mortg~'Or rating, and
coordinalion of the acquisition and the ongoing management of third party businesses. The
EM O_pcmting .£\yeemcnt -4 '] '2001
failure of Moore to perform its obligations underthe!Ullllagement of the EM sh.all not result in
11 fuilurc of consideration ol'Moore' s l:nto,rest. In the event Moon: advances morn::y to EMpriar
to the 1nvestors nialdng their Capital Contributions, all such sums shall be comidered an
interim loan by M~ore to . the Company and will be repayable from Schedlllc A funds
immediately upon receipt. Further, it is understood, Moore may, but shall not be required to,
cause othel" credit instruments lo be issued in satisfuction of :financing loan reserve
requirements. ln soch a case, such instruments will be secured by non-Company ll5sets and
the amount of the letter of credit shall be deemed a !\.1ember Loan, as defined berein, by
Moore to the Company.
7.3 No Interest on Caphal No Member sliall be entitled to receive interest on such
Member's Capital Contributions or such Member's Capital Account
7.4 No Withdrawal of Capital. Except as otheI)'lise provided in this Agreement, no
Member sh.all:have lhe right to withdraw m demand a return of any or all of such Member's
Capital Contribution. It is the intent of the Members that no distrjbu!ion (or any part of any
distribution) made to any Mcmbeo-pursuant to Section 10 hcreofshaJl be deemed a return or
withdrawal or Capital Contributions, even if sucll distribution represents (in fnB or in pw:t) a
distribution of revenue offset by depreciation or any other non-cash item accounted for as an
expense, loss or deduction from, or offset to, the Company's income, and that no Member
shall be obligated to pay any such amount to or for the account of the Company or any creditor
of the ComJ)rul.y. lfowever, if any court of competent j uiisdiction hold~ that, notv.ithstanding
the provisions of this Agreement, any Member is obligated to make any such payment, stich
obligation shali be the obligatk>n of S1Jch Member and not or any other Member, including the
Manager.
7.S Additional Capital. If it is determined by the Manager thEll additional capital is
needed in excess i>ftlte initial Capital Contribution provided fur in Section 7 .l, tbe Manager
shall mail to the Member.; a written notice of the amount and payment date of such additional
Capital Contributions and the Members shall contribute to the Company such additional
Capital Contributions 11.ecording to their Percentage IntcrcsL<: withlu the perio,l designated by
the written notice. rn the event that a Mem,ber (a "Non-Contributing Mem,ber'j fails to make
its pro-r.ila share of such additional Capiti.\l. Contribution (the ''Delinquent Contribution"} on
the payment date, the other Member may elect to loan the amo.unt of its additional Capital
Contribution plus the DeUnquent Cc;intribution to .the C::Ompany, whl,;h loan shall bear interest
at an annual rate equal to 12% per ,Ullllllll (a "Member Loan"). Interest shall be non-
compot!llded, accruing from the date of the advance unt.il such Member Loans arc paid in full
and shall be payable within thirty (30) days aft.er v,ritten demand. In addition to a suit for
collection, pri:ru:ipal, interest, attomeys' fees and costs shall be repaid :from any casl1
distributions or otherwise to be made to the Defaulting Member with respect to his Company
bi.terest. The loan shall entitle the contributing Members to reasonable attorneys' fees and
costs in the event such fees and costs are incurred as a result of the default. If the otlier
Member docs not elect to make the Mcmb.ei T.ooo withm ten (10) days after the payment date,
the Manager shall treat the Non;Co1)tributing Member as a Defaulting Member under Scdion
l 7. Notwithstanding auy oftim rol"e!loing in this Section 7.5, Moore shall not be obligated to
contribute any capital necessary to complete any Companyobligatioas at Closing; such capital
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shall be contributed by the other Members to the extent the assets of the Company are
insufficiem to meet the pa)'Ill"nl obligations aftcr takin~ into account adequate workinz capitnl
needs of!hc Company and reserves.
7.o Capital Accounts. 111e Company shall establish and maintain a Capital Acccmnt
for each Member in accordance with Treasury Regulations fasued under Code Section 704.
The initial Capital Account balanca for each Member shall be the amount of initial Capital
Contributions made by each Member under Section 7.1 above. The Capital Account of each
Member shall be incrcllSed to reflect (i) such Member's cash contributions, (ii) the fiiir market
value of property contributed by such Member (net of liabilities securing such contributed
property that the Company is considered Lo · assume or take subject to W1dcr Code
Section 752), {iii) such Members share of Net Income (including all gain as calculated
pursuant to Section 1001 of the Code) of the Company and (iv) sucl1 MembeT's share of
income and gain exempt from tax. The Capital Account of each .Member shall be reduced to
reflect (a) the amount of money and the .. fair market valllil of property dis1ributed to such
Member (nel of liabilities securing such distribu(ed property that the Member is considered to
assume or take subject to under Section 752), (b) such Member's share of non-capitalized
expenditL.lres not deductible by the Company in computing its taxable income as determined
under Code Section 705(aX2)(B), (c} ~uch Member's share of Net Loss of the Company and
(d) such Member's share of mnonnls paid or incurred to organize the Company or to promote
the sale ofC0111pany Interests lo the extent that an election under Code Section 709{h) has not
properly bee11 made for such amount.e;. The Manager shall determine the fair market value of
.all properly which is distributed in kind, llnd the Capital Accounts of the Members shall be
adjusted as though the property had been sold for its ftir market value and the gain or loss
attributable to such sale allocated among lhe Members in accordance with Section 8 or 16.3,
as applicable. In !he event of a c011tribution of property with a fair market value which fa not
equal to its mljustccl basis (as determined for federal income tax purposes), a revaluation of the
Members' Capital Accounts upon the admission of new members to the Company, or in other
appropriate situations as pennitted by Trem;ury Regulations isfilled under Code Section 704,
the Compmy shall separately mui11tain wtax" Capital Accounts solely for purposes of taking
into account the variation between the adjusted tax ba~is and book value of Company assets in
tax allocations to the MembeIS consistent with the principles of C<ide Section 704(c) in
accordance with the rules prescn"bed in Trea~ury Regulations promulgated under Code
Section 704.
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Section 8. Allocations.
8.l Allocation of Net Loss from Operations. Except as otherwise provided in this
Section 8 and in Section 16.3, the Compuny shall allocate all Net Loss to the Members as
follows:
(a) foirst, among the Members until the cumulative Net Loss allocated to ,:each
Member pursuant to this Section 8.l(a) equal~ the cumulative amount of Net Income allocated
to the Members pursuant to Section 82 for all prior periods, in the inverse order that such Net
Income w-dS allocated and in the same rntio as originally made; and
(1,) Thereafter, in proportion to their Capital Accounts.
8.2 Al1oc!llion of Net Income from Operaiions. Except as otherwise provided in this
Section l! Rnd Section 16.3, the Company shall allocate all Net Income as follows:
(a) First to the Mcmbens who were allocated Net Loss purs\Jllllt to Section 8.1,
until an aggregate amount of Net Incwne has been allocated pursuant to this Section 8.2(a)
equal. to tbe aggregate mnount ofNetLoss allocated p11rsuant to Section 8.1; l!Ild
(b) Thereafter, all remaining Net Income shall be allocated in proportion 1o
eacbMember's Percentage Interest.
8.3 Limitation on Net Loss A!Iocatloru;, Notwithstanding anything contained in this
Section 8, no Member shall be allocated Nct Loss to the extent such allocation would cause a
negative balance in such Member's Capital Account as of the end of the taxable year to which
such allocation relates.
8.4 Minimum Gain Chargeback. If there is a net decrease in MinirnmnGain during a
taxable year of the Company, then notwithstanding any other provision of this Seeiion 8 or
Scctiou16.3, each Member mnst be allocated items of income and gain for such year, and
succeeding taxable years to the extent necessary (the· ''Minimum Gain Chargeback"), in
proportion to, and to the extent of, an amount required nnder T rea.'illly fu:golation
Section 1.704-2(!).
8.5 Qualified Income Offset. If al !he end of any taxable year and after operation of
Section 8.4, any Member shall have a negative balance in such Member's Capital Ac,;ount,
then notwithstanding anything conwined in this Section 8, there sliall be reallocated to ~ch
Member with a negative balance in such Member's Capital Account (detemiined aller the
allocation of inoome, gain or lOl!s under this Section 8 for such year) each item <if Company
gross income (uru-educed by any deductions) and g;:iirt in proportion to such negative balances
until the Capital Account for each such Member is mcreased to zero.
8.6 Curative Allocations. The allocations set forth .in Sections 8.1, 8.4 and 8.5 (the
"'Regulatory Allocations") arc intended to comply with certain requirements <if the Treasury
Regulations issued purnuant to Code Section 704(b). It is the intent of the Members tbat, to
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\he eKtent possible, all Regulatory AllncaLions shall be 1JITset either with other Regulatory
Allooations or with :sptciul allocalion.'"l uf other lk:m..,o; or CompE:m.y -incQITle., g~n, lo:is,. or
deduction pursuant to this Section 8-6. Therefore, notwithstanding any other provision of this
Section ll (other than the Regulatory Allocations), the Manager shall make such o!Tse!ling
special allocations of Compm1y income, gain, loss, or deduction in whatever manner it
determines appropriate so that, after soch offsetting allocations are made, each Member's
Capital Account balance is, to the e.xtent possible, equal lo the Capital Account balance such
Member would have had if the Regulatory ABocatiooo were not part orthe Agreement aml ll!l
Company items were allocated pm:suant to Sections 8. ! and 8.2.
8.7 Modification of Companv Allocations. It ls the intent of the Members that each
Member's di:,1ributive share of income. gain, loss, deduction, or credit (or items thereof) shall
be determined and allocated in accordance with this Section 8 to the fullest ext,ent permitted
by Section 704(b) of the Code. In order to preserve and protect the determinatioll!l and
allocations provided for in thls Section 8, the Manager shall be, and hereby is, authorized and
directed to allocate income, gain, loss, dedm:tion or credit (or irems thereof) arising in any
yeat differently from the manner otherwise provided for in !bis Section 8 if, illld to the extent
that, allocation of income, gain, loss, d!!duction or credit (or items thereof) in the manner
provided for in this Section 8 woµld cause the determination and allocation of each Member's
distributive. share of income, gain, loss, deduction or credit (or items lhereo!), not to be
permitted by Section 704(1>) of the Code and Treasury Regulations promulgated thereunder.
Any allocation made pursuant to this Section &.7 shall be made orily after the Manager has
secured an opinion of counsel that such modification is the minin:nnn modification required(()
comply with Codi;, Section 704(b} and shall be deemed to be a complete substitute for any
allocation otherwise provided for in this Section 8 and no amendment of tI1is Agreement or
approval of any Member shall be required. The Members shall be given notice of the
modification within thirty (30) days of the effective date thereof, such notice to include the
text of the modification and a statement of the circumstances requiring the m(l(!i lication to be
made.
8.8 Deficit Capiial Accounts at Liquidation. It is understood and agreed that one
prnpose of the provisions of lhi,; Section 8 is to insure that none of the Members has a deficit
Capital Account balance after liquidation and to insure that all allocations under this Section 8
will be respected by the Internal Revenue Service. The Members and the Company neither
intend nor expect !hat any Member will have a deficit Capital Account baI?1Jce ane,
liquidation and, notwithstanding unything to the contrary in this Agreement, the provisions of
this Agreement shall be construed and interpreted to give effect to such intention. However, if
following a liquidation of a Member's interest as determined under T1-easury Regulation
Section l.704-l(b)(2)(ii)(g), a Member has a deficit balance in such Member's Capital
Ac<eowrt after tile allocation of Net Income pursuant to this Section 8 and Section 16.3 and all
othcr adjustments have been made to ~uch Member's Capital Account fur Company operations
and liquidation, no Member shall have any oblfgation to restore such deficit balam:c.
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Section 9. Company Expenses. The Company .shall pay, and the Manager shull be
reimowscd for, all costs =d <:i<penscs of the Company, which may indu&, but are.not lin1ited
to:
(a) All organizational expenses incurred Ill the formation of the
Company;
(b) All payments due to Members or their ,i.ffiliates for services
rendered to the Company;
(c) All costs reasonably related t.o wsts a~sociated v.,ith t):,e Purchase
and ongoing operation and management afthe Project and other Company assets, including,
but without limitation, the cost of supplies, tax.es, licC!ll!es, fees and services contracted from
tbird parties;
(d) All costs of borrowed money, taxes and ll!lsessments on Company
assets, and other taxes applicable to the Company;
(e) Legal, audit. accounting, brokerage ari.dothcrfues;
(I) Fees and ei<penscs paid to bmkers, agents and other investment
advisors utilized by tbe Company from time to time;
(g) Expenses in connectioo with the acqms1t1on, holding, trade,
ei<change and other disposilion of the Pmj ect and other Company assets;
(h) The cost of insurBitCe, if any, obtained in connection with the
business ofth.e Company;
(i) Expenses of revising, amending, converting, modifying or
terminating the Company;
(j) Expenses in connection with distributions made by the Comp!liiy
to, and communication~ ruid bookkeeping and clerical work necessary in n,aintaining relations
with, Members;
(.k). ' Expcru,es in connection with preparing and mailing reports
required to be furnished to Members for investment, tax reporting or other purposes that the
Manager deems appropriate;
(l) Costs incum:d in connection with any liiigation, including any
examinations or audits by regulatory agencies; and
(m) Cos\8 of preparation and dissemination of informational material
and documentatiOll relating to the iilvestmeilt, reinvestment, or sale or other disposition of
Company invesl.ments and assels,
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Section 10_ Dislnoutions of Ca.sh Available for Distribution. At such linies and in such
amounts as the Manager in its discretion determines .ippropriate, Cash Available for
Distribution shall be distributed in lhe following order of priority:
(a) First, to the repayment in full of any outstanding Member Loans,
as described in Section 7.5. including all principal, interest, attorneys' fees and costs; and
(b) Thcreall.er, among the Members in µroportion !J) their Percentage
faterests.
Section 11. Powers. Rights and Obligatiom of Manager.
11. l General Authority and Powers of Manager. Ex.eept as provided in Section l 1.6,
the Mlmager shrul have tbe exclusive right ,md power to manage, operale and control the
Company E111d to do all things and make all decisions necessary or appropriate to. carry on the
business and affairs of the Company. The autlmrity of the Manager shall include, but shall not
be limited to the following:
(a) To employ persons, firms aad/or cotporations as required to support the
Company's hm.iness and investment activities, including but not limited to brokers, agents,
advisors, attorneys and accountants;
(b) To acquire, hold, se(l, finance, refinance, encumber or otherwise deal wilh
the Project or other assets owned either directly or indirectly by lhe Company;
(c) To execute, acknowledge and de1iver lilly and all instruments to effectuate
any of the foregoing powers and any o!her pow-ers granted the Manager under the laws of the
state of Washington or other provisions of this Agreement;
(d) To enter inlo and to execute agreements for services, as well as any other
agreements and all other instmments the Manager deems ne<:essaiy or appropriate to operate
the Company's business or lo effectively and prope:ily perform it5 duties or exercise i!s powers
hereunder;
(e) To sue and be sued, complain, defend, settle and/or compromise, with
respect to any claim in favor of or against the Company, in the name and on behalf of the
Company;
(f) To obtain a loan for the Purchase and to execute and grant such
mortgages, deeds of trusl, assignments, pledges, notes, instruments and other documents that
the Manager determines are necessary or convenient thereto; and
(g) To cause the Company to borrow from one or more Members on such
tcnns and as the Manager shall c!.etem:iinc consistent with the neec!s of the Company.
EM Opcra.t[n: A~«mc1:1t-4' l '.ZOU8 -IO-
11.2 Time Devoted to Company: Other Ventures. The Manager shall devote so much
of his time to the business of the Company as in hi:<judgm.cnt the conducl of the Company'"
business reasonably requires. The Manager and the other Members may engage in business
vent11res and activities of any natitre and description indepcndeotly or with. others, whether or
not in competition with the business of the Company, and slmll have no obligation to disclose
business opportunities available to them, and neither the Company nor any of the other
Members shall have any rights in. and to such independent ventures and activities or the
income or profits derived therefrom by reason of their acquisition ofintercsts in the Complllly.
This Section 11.2 ii; intended to modify any provisions or obligations of the Act to the
contrary and each of the Members and the Company hereby waives aud releases any claims
they may have under the Act with respect to any such activities or ventures of the Mfil:Jager or
other Members.
l L3 Liability of Manager to Members and Company. Jn carrying out l,is duties and
e11ere1smg the powers hereunder. the Manager shall exercise reasonable skill, care and
business judgment The Mfillager shall not be liable to the Company or the Members fol' any
act or omission performed or omitted by him in good faith pursuant to the authority granted to
it by this Agreement as a Manager or Tax Matters Partner (as defined in the Code) unless sud•
ael or omission cons ti tules gross negligence or wil !ful misconduct by the Manager.
1 J .4 Indemnification. The Company shall indemnify and hold harmless Manager
against any liability, loss, damage, cpst or ~pense incurred hy the Manager on behalf of the
Company or in furtherance of tlie Company's interests, ei<cept when: the Ma[lager has engaged
in frond, misconduct, bad faith or gross negligence. However, no Mcmb¢r shall have any
personal liability for the Slllisfaction or any required indemnification of the Manager.
Any indemnification required to be 1m1de by the Company s1ial1 be made prompt1y
following the fixing of the liability, loss, damage, cost or expense .incurred or suffered by a
final judgment of any court, settlement, agreement or otherwi~. In addition, the Company
may advance funds to a Manager claiming indemnification under thi~ Section for legal
cxpem,es and other costs incurred as I\ result of a Jeg.i.1 action brought against the Manager if
(i) the legal action relates to the performance or duties or services by the MElllager on beha1f of
the Company, (ii) the legal action is initiated by a party other than a Member, and (ui) the
M!!Ilager undertakes to repay the udvanced funds to the Cornpany if it is .determined that the
Manager is not entitled to indenmification pursuarrt to the terms of ihL<i Agreement.
11.5 Fiduciary RespqnsibiJity_ The Manager shall have a fiducia:ry rei!ponsibllily for
the safekeeping and use of all funds and a,;sels of the Company. and all such funds and asst;its
shall be used in accordance with 1he terms of this Agreement.
11.6 Restrictions on Authority of Manager. Neither the Manager nor RJIY other
Member shall have any authority 1o do any of the following without tlte approval of Members
holding in the aggregate a majority of the Percentage Interests (as defined lierein) in the
Company:
EM Operating ~c:nt-4'1 '.2D08 -11-
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(a) The dissclution ~"d winding up of the Company; m
(b) The sale, eKchangc or other transfer of all or subsrantially all the assets of
tlie Company other than in the ordinary com-se of investment.
In lhe event any of the foregoing actions are proposed, the Manager shall provide notice
of the proposed action to all Members, which notice period shall not be less than 20 days,
during which time the Members shall be entitled to consult with the Manager regarding tlie
propo~ed action.
11. 7 Compensation of Manager. The Manager shall not receive compensation for his
services as Manager.
J l.8 Operational Manager of Company. The Project shall be nmnaged by William R.
Moore, lll, The Manager shall have complete authority to make all decisions for the
Company.
In the event the MSA is terminated, a new management company will be selected by the
Mllilager of Enatai Management, LLC.
11.9 Removal of Manager. Manager may be removed as a Manager of the Company
and a new Manager selected as a replacement, provided tbal. the following are satisfied:
(a) Tfte removal and replacement decision is reached by a resolution of the
Members holding at least eighty-five percent (85%) of the Percentage Interests in the
Company; and
(b) Th.c Manager to be removed has not fulfilled in good faith the duties and
.esponsibilities set forth in this Agreement.
Section 12. Status of Members.
12.1 No Participation in Managcmerrt. Ex«ept as Speci ficaHy provided in Section 11.6
above, no Member shall take part in the conduct or ~1:Jnt.-ol of the Company's business or the
management oftlie Company, or have any right o, au.thority to act for or on. the behalf of, or
otherwise bind, the Company (except a Member who mayalso be a Manager imd then. only in
sucll Member's capacity as a Manager within the scope of such Member's authDrity
here under).
12.2 Limitation of Liabili:!Y. No Mernbei-shall have, solely by virtue of such
Member's status as a Member in the Company, any personal liability whatever, whether to 1he
Company, to any Members or to the creditors of the Company, for the debtli or oblig-<1tions of
lhe Company or any of its losses beyond the amount committed by such Member to the capital
of the Company, except as otherwise required by the Act.
EM Opt:nrtirig A~mc:nt-4~L '2008 -12-
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12.3 Member Withdrawal. Th.e withdrawal, resignation, expu1sion, bankruptcy or
dissolution of a Member, or the o<.cutTCllCC of an.y oth...-.,..:cnt which tcrminatc,i tlie continued
membe1ship of a .Member in the C9mpany, sball llilt _cause a dissolution of the Coin_pany.
Upon the occur;reiJ.ce of such event, the rights <1[ such Member to share in the Net Income and
Nct Loss oftlie Company, to receive distributions from !he Company aud to assign an interest
in the Company pursuant to Section 14 below shall, on tlic happening of such ao 1:vent,
devolve upon sueh Member's legal representative or successor, as the case may be, subject to
the terms and co11d.ilions of this Agreement, and the Company shall continue as a limited
liability company, Howe=, in lilly sucb event, such legal representative or successor, or any
assignee of such legal representative or successor shall be admitted to the Company as a
Melllber only with Manager's consent and upon the satisfaction of such tenns .and conditious
as Manager deems advisable.
12.4 Recourse of McmbenL Each Member shall l.oDk solely to tlie assets of the
Company for all distributions with respect to the Company and such Member's Capital
Contribution thereto and share ofNel Income and Net Loss thereof and shall have no recourse
therefor, upon dissolution or otherwi$e, against IIIlY Manager or any other Member.
12.5 No Right to Property. No Member, regardless of the nature of such Member's
contributions to the capital of the Company, shall lrave any right to dem!llld or receive any
distribution from the Company iu any fonn other than cash, upon dissolution or ·otherwise.
Section 13. Books and Records. Accounting. Reports and Statements and Tax Matters.
13.1 Books and Records. The Manager sbal1, at the expense of the Company, keep and
maintalri, or cause to be kept and maintained, the books and records of the Company on the
same method of accounting as utilized for federal income tax purposes, which books shall be
kept separate and apart from the books and records of the Manager.
13 .2 Tax Matters Partm:r. Should there be any controversy wi!h the Internal Revenue
Service or any oilier taxing authority involving the Company, the Manager may expend such
funds as it deems necessary and advisable in the interest of the Company to .resolve such
controversy satisfactorily, including, without being liniited thereto, altomeys' and accounting
fees. RL is hereby designated as the ''Tall Matters Piu1ner'' as rererred to in
Section 623l{a)(7)(A) of the Co9-e, and is specially authorized to exercise all of the rights and
powers now or hereafter granted to the Tax Matters Partner under the Code.
Any cost incurred in :the audit by any governmental authority of the income tax returns of a
Member (as opposed to the Company) shall not be a Company expelllle. The Manager agrees to
consult with and keep the Membern advised with re~ to (i) any in,:pme tax. audit of a
Company income wx return, and {ii) any elections made by the Company for federal, state or
local income tax purposes. ·
13.3 Tax Returns. The M!lmlgcr shall, at Company expense, cause the Company to
prepare and file a United. States Partnership Return of Income and all 0th.er fox returns
rcquf,ed to be filed by th.e Company for each fiscal year of the Company.
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l} .4 Tax Elections. The Manag~r shall be permitted in its sole discretion to rler:ennine
whether the Cnmpany sh.ould make an election pursuant to Section 754 of the Code to adjust
the basis offhe assets of the Company. Eacl1 of the Members shall, upon requesl, sapply any
infonnation necessary to properly give effect to any such election. In addition, the Manager,
in its sole dis1;retion., shall be authorized to cal!Se the Company to make and revoke any other
elections for federal income tax purposes as they deem appropriate, necessary. or advisable.
Section 14. Transfers of Company Interests: Withdrawal ofMembeIS.
14.l Restriction on 'rransfcrs. Except as mherwise permitted by this Agrecm.en1, no
Member or Transferee shall Transfer all or any portion of such Person's interests in the
Company. hi the event that any Member or Transl"erce pledges or otherwise encumbers any of
such Person's interests in 1he Company as security for the paymellt ofa debt, 1my such pledge
or hYIJothccation shall rtot constitute a Transfer but shall only be made:
(a) Pursuant to a pledge or hypothecation agreement that requires the plcdgee
or sc.cured party to be b1Jund by all of the terms and conditions of this Section 14, and
(b) Only v.-ith the prior written consent of the Manager.
A Transfer of a controlling intccest ili a Member or Transferee that is llil Entity shall
constitute a Transfer of such Entity's interests in the Company.
142 Permitted Transfi:rs. Subject to the conditions and rcst:ridions set forth in
Sections 14.3 and 14.7 hereof, a Member or Transferee may at any time Transfer all or any
portion of such Person's interests in th.e Company, a '"Permitted Transfer.'' to:
(a) The other Members in pcoporlion to th.eir Sharing Ratios; or
(b) Any Purchaser in accordwcc with Section 14.4 hereof; or
(c) Heirs or devisee.~ upon death; or
(d) A lifi:time transfer by a Member or Transferee of all or any portion of his
or her interest in the Company to or for the exclusive benefit of his Immediate Family. For
purposes of this subparagr.iph, a Mernbcr's "Immediate Family" is defined 8.'l spouse, children
and grandchildren, or Trusts, Limited LiabiHly Companies, Family p-,.rtncrships or other
en1ities controlled by such Member and/or his or her Immediate Family.
Any such Transferee shall be deemed a Substitute Member as provided herein, but only
upon compliance with Sections 14.3 !IIld 14. 7.
14.3 Conditions to Permiaed Trnnsfurs. Notwithstanding any provision of this
Agreement to the contrary, a Transfer shal1 not he treated as a Permitted Transfer under
Section 14.2 hereof unless and until the following conditions are satisfied:
EM {}:pcrutin:g: Agrc-cmcnt-4'1 '200!:l: -14-
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(a) Excepl in the case of a Transfer of a Person's interests in the Company at
de.nth, the transterrn, and Transferee shall execute ;,.11d ddiv= to the C<>n1pany such du<=wncnt.s
and instruments of conveyance as rnay be necessary or appropriate in the opinion of counsel to
the Company to effect such Transfer and to confirm the agreement of1he Tr8.11SfCJee to be
bound by this Operating Agrccmenl Tn the case of a Transfer of a Person's lnktcsts fo the
Company at death, th,e Transfer shall (l) be confirmed by presentation io the Company of
legal evidence of such Transfer, in fonn and substance satisfactory 1o counsel to the Company,
and (2) the transferor and the Transferee sh;ill ex:ecutc and deliver to the Company such
documents and instruments in 1he opinion of couw;cJ to confirm the agreement of the
'transfenie 1o be bound by this Operaling Agreement. .In all cases, th.e Company shall be
reimbursed by the transferor and/or Transferee for all costs. and expenses that at reasonably
incurs in connection with such Transfer.
(b) The transferor and Trnrisferee shall furnish the Company witll the
Transferee's taxpayer ideritificatioil number, sufficient information to dcrennine the
Transferee's. initial tax basis in the Person's interests in the Company Transferred, and any
other infonnation reasonably necessary to perinll the. Company 1o :file all .-.;quired fuderal and
state tax returns and other legally required information ~tatcments or returns. Without limiting
the gtl!1erality of the fon:goir~ tlu, ComJ)lllly shall not be required to make any distribution
otherwise provided for in thls Agreement With respect to any Transfer or Transferee rmtil it
hru; received such informatioo.
(c)
death, ei tiler:
Except in the case of a Transfer of a Person's interests in the Company ai.
0) Such a Person's interests in the Company shall be registered under
the Securities Act of 1933, as ameri<led,and any applicable state securities laws; or
(2)The 1rmJSferor shall provide an opinion of counsel, wh\ch opinion and
counsel shall .be satisfactory to the. Company, to the effect that such TrWJSfur is exempt from
all applicable registration requirements and that such Transfer will not violate any applicable
Jaws regulating the Transfer of securities.
(d) Except in the case of a Transfer of a Person's interests in the Company at
death, the tr!lllsferor shall provide fill opinion of counsel, which opini<;n and coun~el shall be
reasonably satisfactory to 1he other Members, to the effect that such Transfer w:iil not cause
the Company to be deemed to be an ''investment cornpauy'; under the Investment Company
Act of 1940.
14A Right of First Refu.~al. In addition to the other limitations and rc.strictiom set
forth in this Section I 4, except as permitted by Section 14.2 hereof, no Member shajl Transfer
all or any portion of such Person's interest in the Company (the "Offered Interest") unless
such Member (the "Seller") first offers to sell the Offered Interest purs11m1t to the terms of this
Section 14.4.
(a) Limitation on Transfers. No Transfer may be made under this
S«:tion 14.4 unless the Seller has n:ceived a bona fide writton offer (the "Purchase Offer")
liM Opt:ra.ting .l!.~tt=<.'1'11cnt-4' 1 '2(1,m -15-
. ..-,
from a Person (the "Purchaser") to purchase the Offered Interest for a purchase price (the
-oner Ptice") according tu spt:cilled tcnns, with or without interest,-which offer shall be in
writing sigr,ed. by the Purchaser and shall be inevocable for a period ending no sooner than the
day following the end of I.he Offer Period, as hereinafter defined.
(b) Offer Notice. Prior to mru:ing any Transfer that is subject to the terms of
this Section 14.4, the Seller sriall give to lhe Company and each Member written notice (the
"Offer Notice") which shall irwludc a true and comple!e copy of the Purchase Offer and
evidence of th<: ability of the Offeror to perform Md EIIl off« (the "Company Offer~) to sell
the Offered Jnterest to the Company for the Offer Price. payable according to the same terms
as (or more faV<Jrable terms than) those contained in the Purchase Offer, provided that the
Company Offer shall be made without regard to the requirement of any ewnest money or
similar deposit required of the Pun;haser prior lo closing, and without regard to any security
( other than the OiTored Interest) to be provided by the Purcnaser for any deferred portion of
the Offer Price.
(e) Company Offer Period. The Company Offer shall be irrevocable for a
period (the ucompany O!Ter Period") ending at 11 :59 p.IIL, local time at the Compariy's
principal place of business, on the 15°' day follov.ing the Company's receipl of the Company
Offer Notice.
(d) Acceptance pf Company Offer. At any time during the Company O!ier
Period, the Manager 011 behalf of the Company may accept lhe Company Offer as to all of the
O!iered Interest, by giving writt= notice of such acceptance to the Seller.
(e) Member Offer Notice. If !he Company does. not accept the Company
Offer within the Compwiy Offer Period, the Seller shall give to each Member written notice
{the "Member Offer Notice'') that the Company did not accept the Company Offer and an
offer (the "Member Offer") t(} sell the Offered Interest to all of the Members except the Seller
(the ''Offorces"} for the Offer Price, payable according fo the same tenris as (or more favorable
terms than) those contained in the Purt:hase Offer, provided that the Offer shall be made
without regard to the requirement of any earnest money or similar deposit reqµired of the
Purchaser prior to closing. and without regard to any security (other than the Offered Interest)
to be provided by the Purclmser for any defer.red portion or the Offc1: Price.
(f) Member Offer Period. The Member Offer .shall be irrevocable fur a
period (the "Member Offer Pc.rood") ending at ll:S9 P.M., Ioca1 time at the Company's
principal place of business, on the 15tl' day followrng the cmy of receipt of the Member Offer
Notice. ·
(g) Acceptance of Member Offer. At any time during the Member Offer
Period, any Offen:e may accept the Member OITer as to that portion of the Offered Interest
that corresponds to the ratio of the Offeree's Sharing Ratio to the aggregate Sharing Ratios of
all Offerees, by giving written notice of such uccepla:nce to the Seller and the Company. lf
one or more Offerees fail to accept the Member Offer within the Member Offer Period, the
S_eller shaU give written notice thereof to 1he Offerees who have accepted tbe Member Offer
("Accepting Offerees"). Any Accepting Offcree shall have a period often (IO) days from the
EM Operating Agrt'Cmi:rit-4. I "200R -16-
date of such notice withio which fo accept the Member Olfur wi1h respect to the remaining
portions of the Offi:red lnteiest {the ''1'.1.,·maining ()llh,,;J h>tcrc,;l"); provide,;!, however, that if
more than one Accepting Offeree wishes to purchase the Remaining Offered Interest, any ~uch
Accepting Offerec shall be pe,mitted lo accq,t only !hat portion of the Remaining Om;red
lutc:,rest that corresponds t.o the ratio of the Accepting Offoree's Sharing Rlltio to the aggrcgatc:,
Shaiing RE,tias of all such Accepting Offeiees. In the event that within the Member Offer
Period, as e,mmded by the preceding sentence, Accepting Offerees, in the aggreg;ite, accept
the Member .Offec with respect to all of the Offered h\terest, the MeI11ber Offer shall be
deenu:d to be accepted, If Offerees do not accep! the Member. Offer as to aU of the Offered
Interest during the Offer Period, ihe Member Olfer slrnH be deemed to be rajected in ils
entirefy.
(h) Closing of Purchase l'llisuant \o Company Offer or Member Offer. In the
event that the Company Offer or Member Offer is accepted, the closing of the sale of the
Offered 1ntcresf l>flall take place within thirty (30) days after the Offer is accepted or; if later,
the date of closing set forth in the Purchase Offer. The Coml'any or all Accepting Offcrees, as
the case may be, and the Seller shall execute such documents and instruments as may be
uecessary e>r appropriate to effect the sale of the Offered Interest pursuant to the tenns of the
Offec and this Section 9.
(i) S.tle Pursuunt to Purchase Offer. If the Company Ofier and Member Offer
are not accepted iu the manner hereinabove provided, the Seller may sell the Offer:ed Interest
to tlte Purchaser at any time within forty-fiye (45) days after the last day of the Member Offer
-Period, provided that such sale sha11 be made on terms no more favorabk, to the Purchaser
than '!he te11TIS · contained irJ_ the Purchlll!e ()ffer and provided further that such sale complies
witlt qther terms, conditions, and restrictions ofthls Agreement that are applicable to sales of a
Person's interest in the Company mid are oot expressly made inapplicable to sales occurring
under this Section 14.4. In the event that the Q!Tered Interest is not sold in acc01dance with
the terms of the preceding sentence, the Offered Interest shall again become subject fo all of
ti1e c0nditions and restrictions of this Section 14.4.
14.5 Prohibited Transfors. Any putported Transfer of a Person's interests fo lhe
Campany that is not a Permitted Trnnsfer shall be null and void and of no furce or effect
whatever, provided iliai, if the Company is required to recogniz.c a Transfer tliat is not a
Permitted Transfer (or if the Manager, in his sole disc.retion, elects to recognize a TraJJSfer that
i~ not a Pciniiiled Transfer), the interest Transl.erred shall be strictly limited to ihe traru,feror's
Economic Rights, as defined below, with respect to the Transl.erred interests, with
distributions first applied {without limiting any other legal or equitable rights ofthe Company)
to satisfy any debts, obligations; or liabilities for damages 1hat the transfernr or Transferee
may h;,.ve to the Company. For purposes orthis Agr=ent "Econoinlc Rights" shall mi:M a
Member's share of lhe Profits, Losses and distributions of Company Property pUTsuant io the
Act, the Articles, and th.is Agreement but shall not include any Management Rights.
In ~be case of a Trnllsfer or attempted Transfer of a Person's interests in the Company
lhal is not a Penni1.ted Transfer, ihe parties engaging or attenil)ling to engage in such Transfer
shall be liable to indemnify and hold hrumless the Company and the othi:,r Memhe.rs from all
¢osts, liability, and damage tJ,at any of suc:h indemnified Persons may incur (including,
EM Operatfug. A@:«mc11t-4'l '100& -] 7-
without limitation, incremental tax faibility and lawyers' fees and expenses) l!S a result of such
Transfer or auempted Tran5fer and dforls to e11force the indemnity granted hereby.
14.6 Rights & Obligations Arising Out ofTransfcrs.
(a) An assignment of a Person's interest in the Company to a Person who is
not a Member does not itsclf dissolve the Company or entitle the Transferee to become a
Member or to exercise aoy right to participate in the decisions of the Company, vote on any
matters coming before the Members, or to receive or request financial information about the
comprny (collectively referred to herein ;,s "Management Rights"). A Person who is not a
Member who acquires a Person's interests in the Company but who is not admitted as a
Substitute Member pursuunt to Section 14. 7 hereof shall be entitled only to the Econ(IJllic
Rights with respect to such interests, and as stated above, shall have no right Lo any
information or accounting of the affairs of the Company, md shall not be entitled to inspect
the books or records of the Company.
(b) A Member's assignment of an interest in the Company to a Person who is
not a Member shall not cause the Member 10 cca~e to be a Member in connection with lhe
assigned interest or cease to have the power to exercise the Management Rights associated
with the assigned interest unless and until the Transferee or the Transferee's successor or
assignee becomes a Substitute Member, ruid the Transferee has no liability as a Member solely
as a result of the assignment. A Person who assig11s an interest in the Company is not released
from any liability to the Company solely as a result of the assignment of such Economic
Rights.
(c) An assfgnment of an interest in the Company by a Member (the
"Assigning Member'') to any other Member (the "Acquiring Member") shall ~ause lhe
Acquiring Member's Membership Interest to increase to the extent of such assigned interest
(including both Economic Rights aml Management Rights) and the Assigning Member's
Membership Interest to decrea~e to the extent of the such assigned interest. lf a Member
acquires rui interest in the Company from a Transferee, t!tc Member shall acquire both the
Economic Rights with respect to such interest and the Management Rights with respect to
such interest, Md the Management Rights of the Member from whom the Transfurec's interest
was obtained shall decrease accordingly. The Assigning Member shall not be released from
liabilities to the Company, including without ]imitation Contnl:mtion obligations, but
notwithstanding this the Acquiring Member shall be liable fo1· an.y obligation to make Capital
Conlrihutlons with respect 1<l the interest fn the Company that the Acquiring Member so . . acqmrcs.
{d) In lhe event a court of competent jurisdEction chru:ges a Membership
Interest with the payment of an unsatisfied amDUllt of a judgment with interest, to the extent so
charged the judgment creditor shall be treated as a Transferee.
14.7 Acceptance of Transferee as Substitute Member.
(a) . Subject to tlic other provisions of tllis Section 14, a Transferee may be
admitted to the Company as a Substitute Member, with aU of the Management Rights of a
l:M Opcra.t[n,g Ag_ret 1nmt -4' t '100! -l&-
Member. tQ !he extent Transferred, only upon satisfaction Qf a1l of the conditions set forth
below in tllis :;ection 14.7;
(1) A Transfe.ree of all of the rights of membership (including
Management Rights) as to a portion, but not all, of a Membership Interest shall be admitted as
a Substitute Member as to such Tr<1nsforred portion upon the consent of the Manager.
(2) The T,.-ansfcree shall become a party to this Agreement as a
Member by executing such documents and irtsti:ufuenlS as the Members or the Cornpany' s
legal ciii.UlSCl tnay reasonably request as nmy be necessary or appropriate lo confurii such
Transferee as a Member irt the Company l!nd sllCh Transferee's agreement to be bound by the
terms and conditions hereof.
(3) The Tnmsfercc shall pay or reimburse the Company for a11
reasonable leg-.il, filing, and publication costs that the Comp11ny incurs in connection with the
admi~sion of the Transferee as a Member with respect to the Transferred interests.
(4) The Transferee shall provide the Company with evidence
satisfuctory to counsel for the Company that $Ch Traruifetee has made e,ach of the
representations and widertakcn each of the waminties contained in the documents Md
instruments referred to in !his Section 14 above.
(5) If 1he Transferee is no! an individURl of legal majority, the
Transferee shall provide the Company with evidence satisfactory to counsel for the Company
_,,.· of the authority of the Transferee t<> become a Member and to be bound by the terms and
conditions oftbis Agreement.
(b) A Transferee who becomes a Substitute Member has, to the extent of the
interests assigned, the rights and powers and is subject to Ille restrictions and Habilitic:i of a
Member under the Act, th; Articles of Fmmatlon and th.is Agreement, and, to the extent of the
interests assigned; is also liable for any obligations of the transferor t!l make Contributions, but
1s not obligated for liabilities reasonahly1mknown to the Transferee at the time the Transferee
bi:comcs a Member.
(c) Neither the Member and any subsequent transferor is released from any
liability to Lhe Company by virtue of such T ransfcr or adntisslon; even if the Transferee
becomes~ Substitute Member aud even if the Member whose Membership Interest is being
transferred ceases to be a Member by virtue of such act, but the Member ceases to be a
l\1ember when one or more Transferees become Substitute Members with respect to the
Member's entire Membership Interest.
14.8 Distributions anci Allocation$ :Regarding Transfers. If any Person's interest in the
Company is Trarisfurrcd du;ring any Fiscal Year in compliance with this Section 14, ProfHs,
Losse~. each item thereof, and all oihcr items attribuiable lo such Membership Interest for
such Fiscal Y car shall be. divided and alloc11ted between the transferor and the Transferee by
laking into account their varying interests during such Fiscal Year in accordance with Code
§ 706{d), \!Sing flllY conventions permitted by mw and selected by the Mcinbers. All
distributions on or before the dl!te of such Transfer shall be rnadc to the transferor, and all
EM OperatingJ\g,ccmcnt-4 Tl00$ -19-
dislributions thereafter shall be made to the Transferee. Solely for purposes of making such
j allocation,; and distribution", the Comp~ny shall rccogniT.c such ·fmru;fe:r not later than the end
of the cakndar month during which it is given notice of st1ch Transfer, provided that, if the
Company is given notice of a Transfer at least ten (10) Busin~s Days prior \O the Transfer the
Company shall recogni:r.e such Transfer ;is the date of such Trmtsfor, and provided farther that,
if the Company does not receive a notice stating the date such interest was Transferred and
such other informa!ion as the Members may reasonably require within thirty (30) days after
the end of the Fiscal Year during which the Tr;msfe.-occurs. then all such items shall be
allocated, and all distributiorts shall be iriade, to the Person who. ac<.:0rding to the books and
records of the Company, was the owner of the interest on the last day of the fiscal Year during
which the Tra11sfer occurs. The Company shall not incur ~my liability for making allocations
and distn"bulions in accordance with this Section 14.8. whether or not tl1e Company has
knowledge of any Transfer of ownership of any interest.
... /
Section 15. Reshmation and Admission of Ma.Dager.
15.l Resignation of Manager. A Manager shall be entitled toreslgn as a Manager 120
days after delivery of written notice to the Company and the Members of the Manager's
intention to resign, or upon such earlier date as the Manager's resignation is accepted by the
Members. Resignation of a Manager, who is a Member, pur~uantto this Section 15.1 shall no't
affect its Percentage Interest as a Member of the Company.
15.2 Appointment of a New or Replacement Manager. lf a Manager ~eases to be a
Manager pursuant to Section 15. !, a replacement Manager &hall be appointed by unanimous
consent of the Members.
Section 16. Dissolution. Windin11: Up and Termination.
16.1 Events Causinl! Dissolution. The Company shall be dissolved and its affoiTs shall
be wou11d up upon !he happening of the first to occur of any of the following events:
(a) Entry of a decree of administrative or judicia1 dissolution pursuant to the Act;
(b) The sale or other disposition of all or substantially all of the assets of the
Company;
(c) The unanimous consent vote of the Members to dissolve.
16.2 Winding Up. Upon dissolution of the Company for uny n,·dSon, !he Manager shall
commence to wind up the a[lairs of the Company an.d to liquidate its assets. The Manager
shall have the full right and unlimited discretion to determine the time, manner and terms of
any sale or sales of Company assets pursuant to such liquidalion. Pending such sales, the
Manager shall have the right to continue to operate OT otherwise deal with the assets of the
Company. A reasonable time shall be allowed for the orderly winding up of the business of
the Company and the liquidation of its assets and the discharge of its liabilities lo creditors so
as to enable the Manager to minimize the nonnal losses attendant upon a iiquidation, having
-20---
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due regard io ihe activity and condition of \he relevant markets for the. Company properties
mid gc11e<al £nancial and cconoo,,ic ,:;ondif.i<:u1s. Asiy Membc:r may be a purcliascr of any
properties of ihc Company upon liquida.t\on of the Company's assets, including, witho11t
limitation, my liquidation conducted pursuartt to a judicrnl dissolution or otherwise under
judicial supervision; provided., however, that the _purehase price and tenns of sale are fair ana
reasonable to the Company.
16.3 Allocation of Net lricome and Net Leiss Upon Tenniturtion , Sale. All Net Jncorne
and Net Loss upon dissolution of the Company or from sale, conversion, disposition or taking
of aU or substantially all of the Compllily's prope1t)•, including, but not Hll}iled lo the proceeds
of any e:rcinc.nt domain proceedlug· or insumnce award (respectively, "Gain on Sale" or '·Loss
on Sale") shall be allocated 3$ follows: ·
(a) Loss on Sale shall be allocated among the Members as follows:
(i) First, _proportionatcly to those Members having positive Capital Account
balances until all positive Capital Accollllts .have been reduced to zero; w11l
(ii) Thereafter, among Members 111 proportion to their Contribution Amounts.
(b) Gain on Sale to the extent available shall be allocared among the Members as
follows:
(i) First to those Members having .negative Capital Account balances in
proportion to such negative balaiices until they are increased to zero;
(ii) Second, to 1he Members in proportion to their respective Contribution
Amounts, in an amount equal to any return of Contribution Amouut being paid to the
Members pursuant to Section l 5.4(b);
(iii) "fhtn'ealler, any remaining Ga.in on Sale sball be allocated to the Members
in proportion lo th cir Percentage Interests.
16.4 DistJ.ibutions. Prior to m1*ing distrilJUtio:ns in dissolution .to the Members, tlie
Manager. shall first pay or malc.e provillion for all debts and liabilities of the Com_pany,
including all expenses of liquidation. Subjeci to the right oi' the Manager to set llJJ such cash
reserves as it deems '""asonab1y necessary for any contingent or unforeseen liabilities or
obligations of the Company (including payments tO Members for. any fees due to them as
Manager or Project Manager), the pruceeds of liquidation and any other funds of tlte Company
shall be distributed in the following order of priority:
(a) First, to the repayment in full of any outstanding Member l.oans, as described in
Section. 7.5, including all principal, interest, attorneys' fees and costs;
(b) Second, to Mcmben; in prop·ortion. to their Contribution Amounts until the
Contribution Amounts have been repaid in foll; and
f.M OpetalU'IS A:grconent--l"l '200.8--21-
_/
(c) Thereafier, the balance, if any, lu the Members in proportion to their Percentage
Interests.
It is intended and anticipati:d iliat the amounl of cash distributable upon a
termination or dissolution of the Company i;hould equal the swn of the Members' Capital
Accounts, after repayment of Member Loans and adjustment of ~uch balances in accordance with
Sections 8 and 16.3, and thal therefore all cash will be distribll1a.ble under Section I6.4(a), (b)
and (c).
16.5 Certificate of Canccllatio11; Report Termination. Upon !lie dissolution and
commencement of winding up of the Company, the Manager shall execute and file articles of
dissolution fur the Company. Within a reasonable time following the completion of the
liquidation oftheCom_pany's assets, the Manager shall prepare and furnish to each Member, at
the expe11Sc of the Company, a statement which shall set forth the assets and liabilities of the
Company as of the date of complete liquidation and the amount of each Member's distribution
pursuant to Section 16.4 heTeof. Upon completion. of the liquirlatio!l and distribution of all
Company funds, the Company shall terminate: and tile Manager shall have the authority to
execute and file "11 documerrts required to effectuate the termination of foe Company.
Section l 7. Default.
17.1 Events of Default. A Member shall be in default ("Defaulting Member'')
bereundet upon the occurrence of any of Ille following events:
(a) If a Member inakes an assignment for the benefit of creditors or applies fur the
appointment of a trustee, liquidator or receiver of any part of its assets or commences any
proceedings telatillg to such Member under any federal or state law relating to baDkruptcy,
insolvency, reorganization or similar laws;
(b) 1f a Member has a proceeding commenced against il relating to the appointment
of a trustee, liquidator or rc<:civcr or pursuant to any proceedings under any federal or state
law relating to bankruptcy, insolvency, reorgan.izatio~ or similar Jaws, which proceeding is not
dismissed within ninety (90) days after the filing of such proceeding;
(c) If a Member, its affiliates, or tbe activities of any of them result in the inability of
the Company to secure future financing for lhe Project;
(d) If a Member suffer$ its interest in the Company to become subject to any
attachment, levy, execution or other judicial seizure;
(c) lf a Member rails to contribute capilal to the Company as provided in Section 7;
(f) If a Member Transfers its interest in violation of Section 14; or
F.M Operating Agrccrnmt -4' l ":WOB -22-
•'
J
{g) If a Member breaches o.r fails to perform any other provision of this Agreement
and such breach or fuiltin; is not cared wilhin thirty (30) dnys ofter written .notice.
17.2 Remedies. Upon a Memb~ becoming a Defaulting Member. tlie Manager, with
the consent of the Non-Defaulting Member, may: ·
(a) Dissolve .and terminate the Company as provided in Se~ion 16 and offset against
any amount to be distributed In the Defaulting Member the damages caused the Company by
thi: Defaulting Member;
(b} Elect to purchase; the interest of the Defaulting Member pur:,-uarit to Se<.::tion 17.3;
or
(e) Pursue any remedy at law or in equity against the Defaulting Member.
A bcfaulting Member shall have no right to vot" upon or otherwise participate in
management of the Company. regardless of whether the Non-Defaulting Members have
commenced to exercise any available remedies. In the event of a Memller Default.under
Section 17.l{e) above, at the request of a Non-Defaulting Member (or acting alone), tlie
Manager shall exercfae any of the above Remedies against the Defaulting Member.
l 7 3 Purchase of Defaulting Member's InteresL Tn the event any Member shall be a
Defaulting Member, the other Members (the «Non-Defaulting Member(s)") may elect to
purchase thcinteresl ofthc Defaulting Member in the Company upon the following terins:
(a) The Non-Defaulting Mcmlier(s) shall notify the Defaulting Member of its election
to pun:hase the Defaulting Member's interest and along with such notice shall designate a
qualified apprniser. The Members sball attempt in good faith to detmtline by tnlltual agreement
the fuir murket value of the Company as a wl1ole and the Defaulting Member's Intenist within IO
days after the notice. If the Members canno l agree upon a determination of the fuir market value
of the Cor'lipany and the Interest within :such tune period. then the designated appraiser shall
detennine the fair marke\ value of the Company arid the Interest withln thirty (30) days thereafter.
The independent appraiser's detemrlnatlon of the fair m.irket value of the Company and the
Percentage Interest sllall be binding on all parties. The cost of the appraisal shail be charged to
the Defaulting Member.
EM O~rati'l1gi\grccrnc:nt-4"1 '2008 -23-
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_/
(b) The Non-Defaulting Member( s) shall thc.-n pw:chasc the Defaulting Member'~
Interest in the Company for cash. in un amount equal to n.ittely percent (90%) of the amount the
Defaulting Member would have received had fuc assets of the Company been sold for the
appraised fair market vain,:, determined as provided in Section 17.3(a), the liabilities of the
Company satisfied, and the assets of the Company distributed in cash as provided in Section 16.4.
(c) The purchase shall cfose within ninety (9D) days after the appraised fair market
value is determined as provided in Section 17.J(a).
Section 18. Amendments. Except as othen,~sc provided by law, this Agreement may be
amended in any respect by a unanimous vote oft he Members.
Sec:tlon 19. Meetings of Members l!Ild Managers.
19.1 Regular Meetings. The Manager may, but is not obligated to, hold regular
meetings without notice o\hcr thiln ;idoption of a resolution setting !he time and place of such
meetings.
19 .2 Special Mcctimrn. Special meetings of th:e Members, fur any purpose or
purposes, may be called by any one of the Managers or by Members holding at least forty
percent (40".I.) of the Percentage Intecests .
19.4 Place of Meetings. The :Manager may designate any place, either within
or outside the State ofWash.ington, as the place of meeting for any meeting of the Mcmbets.
Uno designation is made, the place of meeting shall be th.; principal omcc of the Company.
195 Notice of Meetings. Written notice stating the place. day and hour of a
special meeting, and the purpose or purJJOses for which the meeting is calkd, shall be
delivered not less than five (5) nor more than twenty (20) days before the date of the meeting,
either pcrnmally or by mail, by or at the direction of the Members calling the meeting, to each
Member entitled to vote at such meeting. If mailed, written notice shall be deemed cffi:c\ive
when mailed, if mailed wi1h first class postage prepaid addressed to a Member at the
Member's address shown on the rewrds: of the Company at least five (5) days before the
meeting.
19.6 Record Date. For the pwpose of determining Members entitled to notice
of or to vote at arry meeting of Members or any adjournment thereof, or Members Mtit!cd to
receive payment of any distribution, the date on which ilolice of the meeting is mailed or the
date on which the resolution declaring such distribution is adopted, as the case may be, shall
be the record date for such determination of Members. When a determinat.ion of Members
entftled to vote al any meeting of Members has be:cn made as provided in this Section, such
determination shall apply to any adjournment thereof.
FM O~n1.6ngAweemcnl-4"1"1006 -24-
J
19. 7 Quorum. A majority of the Percentage Interests represented in person or
by proxy shall constitute a quonnn at any mcci,ing ?f Members. 1n the absence of a quorwn at
any such meeting, a majority of the Percentage Interests held by Members l;() rcpre,-ented may
adjourn the meeting Imm time to tiille fur a period not to exceed sixty (60} days ,vithoµt
further notice. :However, if the adjoummcnt is for lllore than sixty (60) days, or if after the
a.djoui:ninent a new record date is fixed for the adjoumed meeting. a notice of the adjourned
meeting sh.all be given to each Member of record entitled to vote al !he meeting. Ai suclt
adjourned meeting at which a quorum shall be present or represented, any business may be
transacted which might have bec;a transacted at the meeting as originally noticed. The
Members present at a duly organized meeting may continm, to transact business until
adjournment,. notwithstanding the withdrawal during such mcciing of the Percentage Interests
whose absence would cause less than a quomm.
19.8 Manner of Acting. The affirntative vote of Members holding more than
fifty percent (50%) of the Per~ntagl lntea:ests represented in person or by proxy at a meeting
al which a quorum is present si1all be the ad of 1he Members, unless the vote of a greater or
lesser percent&gc is required by this Agreement or by law.
19.9 Proxies. At all meetings of Memb1;rs a Member may vote in person or by
proxy executed in writing by the Member. Such proxy sha11 bi= filed with the Manager before
or at the time of the meeting. No proxy shall be valid after eleven (11) montlis from the date
ofits execution, unless o1herwise provided in the proxy.
19. IO Action by Members Without a Meeting. Any action required or permitted
lo be taken ata meeting of Members may be taken without a meeting if the action is evidenced
by one or more written consents de~ribing the.action taken, ekeCutcd by Members entitled to
vole thereon and delivered to the Managers for inclusion in tl1e Company'$ mimrtes. Such
action shall be deemed J)llssed if it recpves the affirmative consent of a sufficient amount of
the Percentage Interests [lecess:ary to take. such action if a meeting had actually been held.
Action taken under this Section is effective when sufficient Mernbers entitb:d to vote thereon
to pass the rcso!ution(s) have signed such consellt, unless such consent specifies a different
effec\ive date. The record date fur determining Members entitled to take action without a
meeting snail be the date the first Member signs a consent.
19.11 Waiver of Notice. When any notice is required t1> be given to a Membi:r, a
waiver thereof in writing signed by the Member entitled to such notice, whether beiore, at, or
after the time stated 1hercin, shall be equivalent to the giving of such notice. The attendance
of a Member at a meeting shall also constitute a waiver of notice of such mee:ting, except
when a Member attends a meeting for the exp.res:; pmpose of objecting to the tr,msaetiou of
any business because 1he meeting is not lawfttlly called or c.onvcned.
Section 20. Miscellaneous.
. 20.l Notices. Any notice, o!Ter, consent or other communication required or permitted
to be given or made h.ereunder shall be in writi11g and .~all be deemed to have been
sufficiently given or made when delivered personally to the party (or an officer of the pmty) to
EM O"°""i<lg Agreement-4' 1'2008 -25-
whom the same is directed, or (except in the event of a mail strike) five days after being
mailed by fust clw,, mail, postage prepaid, il' to the Company or to a Manager, to the office
descrihed in Section 4 hereof, or if ta a Member, to mcb. Member's last known address or
when received by facsimile if to the Company or Manager to the fucsimile number for the
office described in Section 4 hereof, or if lo a Member, to such Member's facsimile number.
Any Member may crumge such Member's address for the purpose of this Section 19.1 by
giving notice of such change to the Company, such change kl become effective on the tenth
day after such notice is given.
20.2 -Entire Agreement. This Agreement constitutes the entire agreement among the
parties and supersedes any prior agreement or understandings among them, oral or written, all
of which are hereby cancelled. This .t\greement may not be modi:fied or amended other than
pursuant to Section I g her-ea f.
20.3 Captions; Pronouns. The parngraph and section titles or captions conlai11ed in this
Agreement are inserted only as a matter of convenic:ncc of reference, Such titles and captions
in no way define, limit, extend or describe the scope of this Agreement nor the intent of any
provision hereof. All pronouns and any variation thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity ofth.e person or persons may
requue.
20.4 ConOicts of Interest. Each Member understands the Manager engages in oilier
business activities which are similar to the bm;i11ess aclivi!ies oftlte Company. Each Member
hereby consents to such other business activities and agrees that no Member shall acquire any
interest therein by virtue of this Agreement.
20.5 Counterparts. This Agreement may be execuled in any number of counterparts
and by different pmies hereto in separate counterpart~, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constirnte one and the
same agreement. Delivery of any executed counterpart of a signature page to this Agreement
by faesimi1e shall be effective as delivery of fill executed orib>inal counlelpart of !his
Agreement
20.6 Representation. It is agreed by all parties that Todd R. Tarbert is representing the
Company, and has from time to time represented lhe Manager and William Moore
iadividually. By thefr signatures hereto the parties each consent to any conflict of interest that
this may pose, and acknowledge tlrnt each is entitled and advised to seek separate legal
counsel regarding this Agreement_
20.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of Washington.
-Signatures on following page. -
EM Op,eta1i11g A~menl -4' I "1008 -26-
m WITNESS WHEREOF the partie.s have excc\lted this Agreement as of the date
first Jrereinabove written,
MEMilERS, Willi.am R. Moore, IIJ, ah individlllll
By: ~,,
Willlan1R.Moore;ll,MEl!lllger
/Jtr!,-t'!J<-fl 1'1t1a/:f ({(
j Member
t{/!(1#~ ~j/zoo3
Signed Date
/J./ (/; (1.p,.. fl~ ;tf do(f ./ ll
Please print 1
1Jf1:s:C1.r/r/a~ W4 yf-o4D
Address
-27--
• • • • • • • • • • • •
~ECEIVED
JAN 19 2017
c,rv OF RENTON
~OIVISION
Renton Special Care
Community
17033 108TH AVE SE
Renton, WA 98055
Permit: #
Technical Information Report
Prepared for
Renton Special Care Community LLC (RSCC)
2731 Tl'" Ave SE, Ste #203
January 1017
Mercer Island, WA 98040
Prepared by
LDC, Inc.
20210 142"d Ave NE
Woodinvil/e, WA 98072
(425) 806-1869
Job No: 16-137
TABLE OF CONTENTS
Section Title
1 Project Overview 1-1
2 Conditions and Requirements Summary 2-1
3 Offsite Analysis 3-1
4 Flow Control/Water Quality Facility Analysis and Design 4-1
5 Conveyance System Analysis and Design 5-1
6 Special Reports and Studies 6-1
7 Other Permits 7-1
8 SWPPP Analysis and Design 8-1
9 Bond Quantities, Facility Summaries 9-1
10 Operations and Maintenance Manual 10-1
1 PROJECT OVERVIEW
The Renton Special Care Community project proposes the construction of four
cottages, three for resident housing and the fourth to act as the administration/
kitchen building. Approximately 50,000 SF of impervious surface and roughly 21,000
SF of pervious surface is proposed onsite and within the Right-of-Way frontage. The
proposed development proposes four convalescent buildings, access drive aisles,
parking, associated utilities and ROW improvements on a 1.65 acre site. The subject
property is located on parcels 0087000285 and 0087000293 at 17033 1081h Avenue SE,
Renton, WA 98055. Access to the proposed project will be gained from the south and
east via SE 172°d St and 108th Ave SE respectively.
The subject property is comprised of two parcels, one is currently developed with a
vacant single-family residence, associated driveway and landscaped areas and the
other parcel is undeveloped with moderate to dense vegetation. Site soils are dense
to very dense Vashon Till, exhibiting low infiltration rates. Existing grades across the
property are moderate across most the site, ranging from 2 to 25%, sloping mainly
from the northeast to the southwest.
Runoff from the site currently flows to the southwest and exits the subject property
at the southwest corner of the site, entering the municipal storm drainage system
located in SE 172"d ST. Downstream flows eventually outlet into the Black River, a
tributary of the Duwamish River.
A lot combination will be completed to combine the two parcels to one. Offsite
frontage clearing activities will result in additional disturbed area impacts to the site.
See Developed Hydrology Map, Figure 4.2 for a graphical depiction of the proposed
development.
This report and calculations were produced in accordance with the 2016 King County
Surface Water Design Manual and the 2017 City of Renton Surface Water Design
Manual (2017 City of Renton SWDM).
Technical Information Report 1 -1 LDC Job No. 16-137
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VICINITY MAP
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it,'\El<tibjq\O:-VM,d-,r,g R9nton 5,pecial Con, Commun , . P:\2016\1'1-1 37
""·"' · Engineering LDC Structural
Plotted: Jon 13, 2017 -2:11pm
Planning
Survey THE CIVIL ENGINEERING GROUP
Ph. 425.806.1869 20210 142nd Avenue NE Fx. 425.482.2893
Woodinville, WA 98072
www.LDCcorp.com
RENTON SPECIAL
CARE COMMUNITY
VACINITY MAP
NE 1/4 OF THE SW 1/4 AND SE 1/4 OF THE NW 1/4, SEC 29, TWN 29, RGE 5 E, KING COUNTY, WASHINGTON
CONTACT LIST
OflHER/APPLJCNIT.•
RENTON SPfCIAI. CARE COJJMUMTY, LLC
2731 77TH AV[ SE, SUITE 203
/J[RC[R !SW/!), WA 98~0
CONTACT: KN',N C4RI.
PHONE· (205) 778 -4725
[UAJL: kevin Omcgnet-dd.com
£1/GI/UR: we. we
l0210 1'2110 AV[NUE II[
WOO{)fNVl!.l[, WASHIIIG T0/1 98072
CONTACT.· -
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PHOII[: (425) 806 -1859
FAX: (425) 482-2893
:9JA/l: -
LAN/JSCAP£ AIIC1/ITECT.·
[LU EJMROl,J[NT,
1925 POST ALLEY. SUITE JB
SEAffi[. WA 9810 1
CONTA CT.· GREG UURPHr
PHOIIE: (206) J9J-826J
OJA/l : gmurphytle!menv.com
S!Rlfl0'7.·
LOC, WC.
20210 142ND AWUE NE
WOO{)/NV/!.L[ WASHWCT0/1 98072
CONTAC[· J.1/CHA[L 1,/fflf?fTT, PLS
PHONE· (425) 805-1869
FAX: (425) 482-2893
[AiAll : rnichaelmflldccorp.com
ARCHTECT.·
JENSE/1 FEY ARC//IT[CTURE ANO
PW/INC P.S.
7730 L[A!IY WA r
R[()/JOl/0, WASHINGTON 98052
CONTACT.' R[U8£11 RIOS
PHOIIE. {425) 216-03 18
DWl: rrio5 0JensMfey.com
GEOTECH:
PROFfSSJ()/'IAL S[RVIC[ INDUSTRIES, INC (PSI)
20508 56TH AV[IIU[ wcsr. SUIT[ A
l YNIIWOOO, ll'A 98035
CEOTECH CONTACT.' JJ/C//Afl S: PLAC[, Pf
PHO/It : (425) 409 -2504
FAX.· {425) 582-8193
0.Wl: michoel.plac~psiusa .com
PROJECT INFORMATION
SITE AOOll[SS: 17033 108TH A\'£ SE, RENTON, WA 98055
TAX PAACa.S: 0087000825, 0067000293
GROSS Sill: AR£>,: 65,715 SF (1.5 1 AC)
ROW OOXATION AR£>.: 4,565 SF (0.10 AC)
N(T SITE Nl£A 61,lSO sr (1.40 AC)
EXISTlNG US£; SINGL(-FAMl LY RESIOE1ffi\L
P1lOPOSED USE; CO/NfilSCENT CENTER -CONDITIONAL USE
CIJRROIT ZONNG: R-1 4
CURRENT <nlP PIAN: R-14
VIII.TER: SOOS CR£[!( WATER & SEWER DISTRICT
SEWER: SOOS CR£[!( WATER & SEVIER DIST~CT
POWER: PSE
GAS: PSE
Ta!PHON[: CENTURYUNK
CJaf: COMCAST
SCHOOL DISTRICT: RENTON l l 03
Fl!£ DISTRICT: RENTON RFA
IIAXlilUM BUILDING IEG!T: 35'
S£TBIGKS:
FRONT: 15'
R£AA: 10'
Sil£: 4'
SOE (ALOHC STRE£T): 15'
OPEN SPACE REQUIREIEITS
lol,.MUM Of>fN SP>CE REQUffll: 0 SF It THREE OR FEWER DWELLI NG UNITS
IMPER\10VS REQUIREIEITS
IWN..111 lilPEIMOUS:
IWMJM LOT <XM:RAC(;
NEW lilPOMOUS:
NEW POM:JUS:
LOTC(MR.l,G[:
REF1JS£ AKI RECYCUNG AAfA
REQURED RECYClE:
RECURED Gl,R8,IG[: -PAAl(NG REQUllED:
350 Sf PER UNIT lt 4 OR MORE DWELUNC UNITS
BOX
65X
43,072 SF (70..0',)
t8,D78 sr
17,306 SF (2 8.30X)
51 SF
102 SF
180 St
]
. RECURED= 34 STALLS
, 25i REDUC00N= 26 STALLS
• COIIP,ICT STAL1.S AU.OWMl.E: 8 ST>J..LS
cl· MlA STAU.S REQUl!ED: 2 STN.I.S
PAAKNG PROV(){!): 26 STALLS j COIIP,ICT STAL1.S PR<MD!D: 7 ST>J.I.S
MlA STAU.S PRO','[{I), 2 ST>J.I.S
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RD-01
SHEET 1 OF 1
2 Conditions and Requirements Summary
This report was produced in accordance with the 2017 City of Renton Surface Water
Design Manual (2017 City of Renton SWDM). Per Chapter I of the Manual, the
proposed development requires a Full Drainage Review, meeting all nine core
requirements as well as all five special requirements, since there will be more than
2,000 square feet of new impervious surfaces and more than 7,000 sf of land
disturbing activities. A summary of how each of the minimum requirements is met is
described in this section.
Core Requirement #1: Discharge at the Natural Location: The existing site runoff
discharges the site along the southern and western property boundaries. All site
runoff ends up in a roadside ditch located on the north end of SE 172nd ST. In the
developed condition all runoff will be conveyed to the previously described natural
discharge location.
Core Requirement #2: Offsite Analysis: No discernable upstream run-off flows onto
the subject property. Onsite runoff discharges as concentrated flow into a roadside
ditch and culvert located in the southwest corner of the property. Downstream flows
are conveyed in the westerly direction through a series of roadside ditch, culvert,
storm pipe, catch basins and natural and engineered drainage swales. No signs of
constrictions, capacity issues, erosion or sedimentation were noted along the
downstream investigation. See Offsite Analysis in Section 3 of this report.
Core Requirement #3: Flow Control: Historic site conditions, assuming all forested,
must be used for the predeveloped conditions. Flow control will be provided by a
detention pipe facility located beneath the parking and access drive aisle along the
western and northern property boundaries. See Flow Control/Water Quality Facility
Analysis and Design, section 4 of this report for additional information.
Technical Information Report 2·1 LDC Job No. 16·137
Core Requirement #4: Conveyance System: The new pipe system for this project
will be sized to meet the 100-year peak flows. See Conveyance System Analysis and
Design, section 5, for additional information regarding conveyance analysis and
conveyance capacity.
Core Requirement #5: Erosion and Sediment Control: See SWPPP Analysis and
Design, Section 8 of this Report for the SWPPP BMP Elements.
Core Requirement #6: Maintenance and Operations: The stormwater detention and
water quality facilities will be maintained by the property owner. An emergency
access easement will be granted to the City of Renton. See Operations and
Maintenance in Section 10 of this report.
Core Requirement #7: Financial Guarantees and Liability: Any required
performance or assurance bonds will be posted with the City as required.
Core Requirement #8: Water Quality: Based on the 2017 City of Renton SWDM, this
project must meet the requirements of the Enhanced Basic Water Quality Treatment.
The proposed enhanced treatment facility is a Filterra Bioretention Systems as
approved by the City of Renton Public Works Department Blanket Adjustment dated
June 26th, 2014. See Flow Control/Water Quality Analysis and Design in Section 4 of
this report for additional information.
Core Requirement #9: On-site BMPs: The 2017 City of Renton SWDM requires that all
target surfaces must provide onsite BMPs to the maximum extent feasible to mitigate
impacts of increased stormwater surface runoff per Large Lot BMP Requirements,
section C.1.3.2. Permeable Pavement is the only feasible BMP applied to the site per
section C.2. 7, satisfying the on site BMP requirements. Additionally all pervious
surfaces will be protected in accordance with the soil amendment BMP detailed in
Appendix C, Section C.2.1.3. See Flow Control/Water Quality Analysis and Design in
Section 4 of this report for additional information.
Technical Information Report 2-2 LDCJobNo.16-137
Special Requirement #1: Other Adopted Area-Specific Requirements: There are no
Critical Drainage Areas, Master Drainage Plans, Basin Plans, Salmon Conservation
Plans, Stormwater Compliance Plans, Lake Management Plans, Flood Hazard
Reduction Plan Updates, or Shared Facility Drainage Plans within the vicinity of this
project. Therefore, this requirement does not apply to the project.
Special Requirement #2: Flood Hazard Area Delineation: Per the FEMA Flood
Insurance Rate Map 53033(0979 F, the site is located in Zone C corresponding to an
area outside of the 500-year flood plain. Therefore, there are no flood hazard areas
(100-year floodplains, zero-rise flood fringe, zero-rise floodway, FEMA floodway, or
channel migration zones) on or adjacent to this site. Therefore, this requirement
does not apply to the project.
Special Requirement #3: Flood Protection Facilities: There are no levees or
revetments on or adjacent to this site. Therefore this requirement does not apply to
the project.
Special Requirement #4: Source Controls: Source controls are not required for this
type of commercial site.
Special Requirement #5: Oil Control: Only industrial sites are defined as high-use
sites. This requirement does not apply to the proposed project.
Technical Information Report 2-3 LDC Job No. 16-137
3.0 OFFSITE ANALYSIS
Task 1 . Study Area Definition and Maps
King County LiDAR, survey, and 2012 aerial photography were the best topographical
references available for the area containing the site. The limits of downstream
analysis extended roughly 0.25 miles from the site's natural discharge location. Please
reference Task 3 below for a detailed description of the downstream flow path (See
Figure 3.0 Downstream Analysis Map).
Task 2. Resource Review
All of the resources below have been reviewed for existing and potential issues near
the project site:
• Adopted Basin Plans
No Adopted Basin Plans were located that include the project site.
• Drainage Basin
This site is located within the Panther Creek drainage sub basin. The sub
basin flows are tributary to the Black River and ultimately to the Duwamish
River.
• Floodplain / Floodway (FEMA) maps
According to FEMA mapping this project is not within a floodplain.
• Sensitive Areas
Sensitive areas are not located on the site.
• Drainage Complaints and Studies
According to email correspondence with Ann Fowler, on 10/13/2017, there are
not any drainage complaints of concern in or near the subject property's
downstream flow path.
• Road Drainage Problems
No issues were identified near the proposed site.
Technical Information Report 3-1 LDC Job No. 16-137
• Wetland Inventory Maps
There are no wetland areas located on or downstream of the proposed subject
property. This has been verified in the critical areas study as completed by
others
• Section 303d List of Polluted Waters
The proposed subject property is not tributary to any 303d listed waters
within V. of a mile from the subject property.
• Stormwater Compliance Plans
Not applicable to the proposed project.
Task 3. Field Inspection
On Tuesday December 6th, 2016 upstream and downstream analyses were performed
at the site. The following observations were verified during this visit. Please refer to
Figure 3.0, Downstream Analysis Map, for reference locations.
Upstream Analysis
As observed on December 6th, 2016 site visit, there is no discernable upstream flow
entering the proposed site.
Downstream Analysis
Runoff from the subject property discharges the site at the southwest property
boundary and enters a 12" concrete driveway culvert located on the northern side of
SE 172"d St. Flows continue westward through the roadside ditch and are redirected
southerly, crossing SE 172°d St via a 12" concrete culvert, and are discharged into an
open densely vegetated parcel to the south. Flows then enter an 18 inch concrete
culvert, flow westerly, crossing State Route 515 Benson Dr. 5, and are discharged into
an engineered open channel located on a private parcel. Open channel flows are
mitigated via 12"+ riprap and flows enter an 18" PVC pipe. Tightlined flows are
conveyed westerly via 18" PVC pipe along 5 36'h St., crossing the V. mile downstream
analysis extent boundary.
Technical Information Report 3-2 LDC Job No. 16-137
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17033108TH AVE SE, RENTON, WA 98055
RENTON SPECIAL
CARE COMMUNITY
DOWNSTREAM ANALYSIS MAP
LDC
TH[ CIVIL (J',rjCJI\HRl\jG GROUP
14201 NE 200th St , #100
\Nood111'olil~. WA 9607 2
Commercial
Infrastructure
Residential
Ph 425 806.1869
Fx_ 425-462 2893
wwwLOCcorp.Cl>III
SOURCE INFORMAT ION
SOURC E AGENCY I DESCRIPTK>N
CITY OF RENTON GIS PAR CEL BOU NDARY ----· ---------------
KING COUNTY GIS CONTOURS GENERATED FROM
BARE EARTH L..DAR (KING COUNTY)
TH IS DATA HAS A STATE C VERTICAL
ACCURA CY OF APPROXIMATELY 1 FOOT
AERIALS EXPRESS INC !AERIAL IMAGERY
Image 1: Downstream flow conveyed in SE 172nd St roadside ditch
Image 2: Concentrated flows are discharged from 18" concrete culvert crossing Benson Dr S (State
Route 515) into an open channel heading westward
Tech nical Information Report 3 -3 LDC Job No. 16 -137
Image 3: Open channel flows are mitigated with riprap and collected and conveyed westward via
18" PVC storm drain pipe
Image 4: Downstream flows are conveyed westerly through a series of catch basins and 18" storm
drain pipe located in S 36th St, crossing the 1/4 mile downstream analysis extent threshold
Technical Information Report 3-4 LDC Job No. 16-137
4.0 FLOW CONTROL/WATER QUALITY FACILITY ANALYSIS AND DESIGN
The flow control and water quality requirements are identified in the 2016 King
County Surface Water Design Manual (2016 KCSWDM) and the 2017 City of Renton
Surface Water Design Manual.
Pre-Developed Conditions:
See the following page, Figure 4.1 Existing Hydrology Map, for a graphical depiction of
the pre-developed hydrology. See below for the areas as modeled in WWHM4:
Targeted Basin:
Forested 1.65 Acres
Total 1.65 Acres
Developed Conditions:
See the following page, Figure 4.2 Developed Hydrology Map, for a graphical depiction
of the developed hydrology. See below for the areas as modeled in WWHM4:
Basin A (tributary to detention facility):
Pervious landscape 0.22 Acres
Impervious 1.00 Acres
Total 1.22 Acres
Pervious Pavement (tributary to detention facility):
Pervious Pave 4,300 SF
Total 0.10 Acres
Detention Bypass:
Pervious 0.26 Acres
Impervious 0.07 Acres
Total 0.33 Acres
Technical Information Report 4·1 LDC Job No. 16-137
16137Pr1!0evebpedllyti1olr.>gJt.bp 111:d I MOD 'i2122."2C16 D['IJ
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LDC
I Ill l l\'ll l 'IGl .'••UIUNG U {U UP
14201 NE 200th St., #100
Woodinvi lle, WA 98072
Commercial
Infrastructure
Residential
Ph. 42S.806.1869
F.11.. 42S.482.2893
www.LDCcorp.com
SOU RCE INFORMATION
SOURCE AGENCY DESCRIPTION
CITY OF RENTON GIS P.ARCEL BOUNDARY
KING COONTY GIS CONTOURS GENERATED FROM
E\i\RE EARTH l.JDAR (KING COUNTY)
TH IS DATA hAS A STATED VERTICAL
ACCURACY OF APPROX IMATELY 1 FOOT
AERIA LS EXPRESS. INC. AERIAL IMAGERY
..
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LEGEND
Subject Prope,ty
Parcel Boundary
Watercourse
Contours (UDAR)
0
10 Foot Contour
2 Foot Contour
40 80 ------Scale ,n Feet
N
t
BYPASS BASIN
0 .33 AC
DEVELOPED BAS/NA TOTAL
IMPERVIOUS 100AC
LID PERMEABLE PAVEMENT O 10AC
TILL GRASS 0.22 AC
TOTAL= 1.42AC
FLOW CONTROL BYPASS
IMPERVIOUS
TILL GRASS
007AC
0.26AC
FLOW CONTROL MITIGATION TRADE
NON -TARGET IMPERVIOUS SURFACE
EXISTING PAVEMENT 2,300 SF
TARGET SURFACE AREA BYPASS
ROW PAVEMENT 1,100 SF
PRIVA TE DRIVE PAVEMENT 1200 SF
TOTAL= 2,300 SF
MITIGATION TRADE NET
NON-TAR GET /TO FC) 2.300 SF
TARGET (BYPASS)
TOTAL=
-2 300 SF
OSF
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PROJECT IO N '/,A.S HINGTO N s·~r := PLANE NGR -H ZO NE.
Nfa.D 83 HARN. FEE -
RE','IS IO'J
JOB NUMB:~ 16-137
DR/,1\'l ~G NAME 16-137F4 2
DESIGNcR o ·11E sT _Ev
'.JRJ.l\'l~G BY D WES TL :Y
CJATE 1-10 -2C F
SCAL: AS SHOl\'f,
JURIS) CTION RE ~TCN
FIGURE:
4.2
4. 1 Flow Control Facility
Based on the City of Renton's flow control map and City of Renton Municipal Code 4-
6-030.c., the site falls within the Flow Control Duration Standard (for Forested Site
Conditions). This is the equivalent of King County's "Level 2 Conservation Flow
Control Area". Flow control performance "shall match the predeveloped site's
discharge duration for the discharge rates between fifty percent (50%) of the two (2)
year peak flow through the fifty (50) year peak flow and the two (2) and ten (10) year
peak discharge assuming forested site conditions as the predeveloped site condition".
The proposed detention pipe facility has been designed in accordance with the City of
Renton SWDM design criteria in section 5.1.2.1, general requirements for Detention
Tanks. Flow control compliance modeling and analysis has been assessed using WWHM
4 in accordance with the 2017 City of Renton SWDM section 5.1.2.2.
WWHM Modeled Detention Pipe
Pipe Diameter:
Pipe Length:
Bottom of Pipe:
Sediment Storage:
Begin Live Storage:
Live Storage Depth:
Top of Riser Elevation:
Freeboard:
Top of Pipe Elevation:
8'
470'
390.00
0.5'
391. 50
7.0'
398.50
0.5'
399.00
See the following pages for the WWHM 4 project report containing predeveloped and
mitigated land use description, detention facility hydraulic table, predeveloped and
mitigated hydrology and release rates, and analysis passing report summary.
Flow Control Mitigation Trade
A flow control facility mitigation trade is utilized per 2017 City of Renton SWDM
section 1.2.3.2.G, Mitigation Trades. The project's onsite flow control facility has
been designed to mitigate for an area of existing non-targeted impervious surface
area located in the 108'h AVE SE frontage road in trade for not mitigating part of the
Technical Information Report 4·2 LDC Job No. 16-137
project's targeted impervious surfaces that cannot be vertically routed to the
proposed flow control facility. The target impervious surface areas being traded are a
portion of the 108th AVE SE ROW and a portion of the private drive aisle at the
southwestern portion of the site. The proposed mitigation trade meets or exceeds
conditions, #1 through #5, per section 1.2.3.2.G. Mitigation trade proposals must be
reviewed and approved with input from the City of Renton. Please see Figure 4.2,
Developed Hydrology Map, for a graphical depiction of the proposed flow control
mitigation trade areas.
Additional target surfaces that cannot be routed to the onsite flow control facilities
will be modeled in WWHM as bypass, per the conditions listed in the 2017 City of
Renton SWDM section 1.2.3.2.E. Please see Figure 4.2, Developed Hydrology Map, for
a graphical depiction of the proposed flow control bypass areas.
Technical Information Report 4-3 LDC Job No. 16-137
WWHM4
PROJECT REPORT
Project Name: 20161230 Constrc:ct.ionSizing
Site Name:
Site Address:
City
Report Date: 12/30/201E
Gage Sea tac
Data Start: 1948/10/01
Data End : 1998/09/38
Precip Scale: 1.00
Version Date: 2015/12/~5
Low Flow Threshold for POC 1 50 Percent of the 2 Year
High Flow Threshold for POC 1: 50 year
PREDEVELOPED LAND USE
Name : Basi::-i 1
Bypass: No
Groundwater: No
Pervious Land Use
C 1 Forest, Flat
Pervious Total
Impervious Land Use
Impervious Total
Basin Total
Element Flows To:
Surface
MITIGATED LAND USE
Name : Basin l
Bypass: No
GroundWater: No
Pervious Land Use
Technical Information Report
acre
1. 65
1. 65
acre
0
1. 65
Interflow
acre
4-4
Groundwater
LDC Job No. 16-137
C, Lawn, Flat .22
Pervious Total 0.22
Im:e:ervious Land Use acre
ROADS FLAT 0.34
ROOF TOPS FLAT 0.49
SIDEWALKS FLAT 0.17
Impervious Total 1
Basin Total 1.22
Element Flows To:
Surface
Tank 1
Interflow
Tank 1
Name Porous Pavement 1
Pavement Area: 0.1000 ft.
Pavement Length: 66.00 ft.
Pavement Width: 66.00 ft.
Pavement slope 1: O To 1
Pavement thickness: 0.5
Pour Space of Pavement: 0.35
Material thickness of second layer: 2
Groundwater
Pour Space of material for second layer: 0.35
Material thickness of third layer: 0
Pour Space of material for third layer: 0
Infiltration On
Infiltration rate: 0.1
Infiltration safety factor: 1
Total Volume Infiltrated (ac-ft.): 12.079
Total Volume Through Riser (ac-ft.): 0
Total Volume Through Facility (ac-ft.): 12.079
Percent Infiltrated: 100
Total Precip Applied to Facility: 0
Total Evap From Facility: 0.931
Element Flows To:
Outlet 1
Tank 1
Stage (feet)
0.0000
0.0333
0.0667
0.1000
0 .1333
Porous
Area (ac.)
0.100
0.100
0.100
0.100
0.100
Outlet 2
Pavement Hydraulic Table
Volume {ac-ft.) Discharg:e(cfs)
0.000 0.000
0.001 0.000
0.002 0.000
0.003 0.000
0.004 0.000
Technical Information Report 4-5
Infilt(cfs)
0.000
0.010
0.010
0.010
0.010
LDC Job No. 16-137
0.1667 0.100 0.005 0.000 0.010
0.2000 0.100 C.007 o.ooc 0.010
0. 2333 0.100 0.008 0.000 0.010
0.2667 0.100 C.009 0.0'.JC 0.010
0.3000 0.100 0. 010 0.000 o.o:o
0.3333 0.100 0. 011 0.000 o.o:o
0.3667 0.100 0.012 0.000 o.o:o
0.4000 0.100 0.014 0.000 o.o:o
C.4333 C.100 0.015 0.000 O.ClO
C.4667 C.lCO 0.016 0.000 O.ClO
C.5000 C.lCO 0.017 0.000 0. ClD
C.5333 C.lCO 0.018 0.178 0.010
0.5667 0.100 0.019 0.252 0.010
0.6000 0.100 0.021 0.303 0.010
0.6333 0.100 0.022 0.356 0.010
0 . 6 6 67 0. l 00 0.023 0.398 0.010
0.7000 0.~00 o. 02,; 0.436 C.010
0.7333 0. j_QO 0.025 0.471 C. 010
8.7667 0.100 0.026 0.504 c.no
0.8000 0.100 0.028 0.535 C. 010
-J.83:33 0.100 0.029 0.564 0.010
0.8667 0.100 0.030 0.591 C.010
0.90CO 0.100 0.031 0.617 0.010
0.93:33 0.100 0.032 0.643 0.010
0.966) 0.100 0.033 0.667 0.010
1.00CO 0.100 0.035 0.690 0.010
1.0333 0.100 0.036 0. 713 0.010
.'... 0 667 0.100 O.C37 0.735 0.010
: . 1000 D.1DO 0.033 C.756 0.010
: . 1333 0.100 0.039 0.777 0.010
:.1667 0.100 0.040 0.797 0.010
:.2000 0. 100 0.042 0.817 0.010
:.2333 0 .100 0.043 0.836 0.010
::_. 2 667 0.100 0.044 0.855 0.010
::_. 300C 0.100 0.045 0. 873 0.010
1.3333 0.100 0. 04 6 0.891 0.010
1.3667 0.100 0.017 0.909 0.0lC
1.,; 000 0.100 0.049 0. 926 0.010
1.4333 0.100 C.050 0.943 0.010
1.1667 0.100 C. O:J :,_ 0. 960 0.010
1.5000 0.100 0.052 0.976 0.010
1. 5J33 0.100 0.053 0.993 0.010
1.5667 0.100 0.054 1. 009 o.o:o
1.6000 0.100 0.056 1. 024 o.o:o
1.6333 0.100 0.057 1. 04 0 D. 0 :_ 8
1. 6667 C.100 0.058 1.055 o.o:o
1 . 7000 C.100 0.059 1. 070 o.o:o
1. 7333 C.100 0.060 1.084 0.0~0
1.7667 C.100 0.061 1. 099 0.0~0
1.8000 C.lCO 0.063 1.113 o.c:o
1.83:33 C: • 1 C 0 0.064 1. 12 8 O.ClO
1.866'7 C.100 0.065 1.142 O.ClO
l.900[J C.100 0.066 1.155 O.ClO
1.9333 0.100 0.067 1. 169 O.ClO
1. 9667 0.100 0.068 1. 183 0.010
2.0000 0.100 0.070 l. 196 0.010
2.03.33 C.lOll 0. 071 1.209 O.ClO
Technical Information Report 4-6 LDC Job No. 16-137
2.0667 0.100 0. 072 1. 222 0.010
2.1000 0.100 0.073 1. 235 0.010
2.1333 0.100 0.074 1. 248 0.010
2.1667 0.100 0.075 1. 261 0.010
2.2000 0.100 0. 077 1.273 0.010
2.2333 0.100 0.078 1. 286 0.010
2.2667 0.100 0.079 1. 298 0.010
2.3000 0.100 0.080 1.310 0.010
2.3333 0.100 0.081 1. 322 0.010
2.3667 0.100 0.082 1. 334 0.010
2.4000 0 .100 0.084 1. 346 0.010
2.4333 0.100 0.085 1. 358 0.010
2.4667 0.100 0.086 1.370 0.010
2.5000 0.100 0.089 1. 381 0.010
2.5333 0.100 0.093 1.393 0.010
2.5667 0.100 0. 096 1. 404 0.010
2.6000 0.100 0.099 1. 415 0.010
2.6333 0.100 0.103 1.560 0.010
2.6667 0.100 0.106 1. 816 0.010
2.7000 0.100 0.109 2.144 0. 010
2.7333 0.100 0 .113 2.530 0.010
2.7667 0.100 0 .116 2. 966 0.010
2.8000 0.100 0 .119 3.447 0. 010
2.8333 0.100 0.123 3. 969 0. 010
2.8667 0.100 0.126 4.529 C. 010
2.9000 0.100 0.129 5.124 C.010
2.9333 0.100 0.133 5.753 C.010
2. 9 667 0.100 0.136 6.414 C.010
3.0000 0 .100 0.139 7.104 C.010
Name : Basin 2
Bypass: Yes
GroundWater: No
Pervious Land Use acre
C, Lawn, Flat .26
Pervious Total 0.26
I~ervious Land Use acre
ROADS FLAT 0.02
SIDEWALKS FLAT 0.05
Impervious Total 0.07
Basin Total 0.33
Element Flows To:
Surface Interflow Groundwater
Technical Information Report 4-7 LDC Job No. 16-137
Name : Tank 1
Tank Name: Tank l
Dimensions
Depth:
Tank Type :
Diameter:
Length :
8 :t.
Circular
8 ft.
470 ::'t.
Discharge Structure
Riser Height: 7.5 ft.
Riser Diameter: 18 ~n.
Orifice 1 Diameter: 0.46875 in. Elevation: 0.5 fc. = 391.50
Orifice 2 Diameter: 1.15625 in. Elevation: 5.73 ft. = 396.73
Element Flows To:
Outlet l Outlet 2
Tank Hydraulic Table
Stage (feet) Area (ac.) Volume (ac-ft.) Discharge (cfs) Infilt(cfs)
0.0000 0. 0 0 0 !J. 000 0.000 0.000
0.0889 0.0:3 0.001 C.000 0.000
0. 11 /8 0.025 0.003 C.000 0.000
0.2667 0. 031 0.005 0.000 0.000
0.3556 0.035 0.008 0.000 0.000
0.4444 0.039 O.OL 0.000 0.000
0.5333 0.043 0.015 0.001 o.ooc
0. 62 2 2 0. 04 6 0.019 0.002 o.ooc
0. Lll 0. 04 9 0.023 0.002 o.ooc
0.8000 0.051 0.028 0.003 0.000
0.8889 0.051 0.032 0.003 0.000
0.9778 0.056 0.031 0.004 0.000
1.0667 0.058 0.043 0.004 0.000
l.lSSE 0.060 0.048 0.004 0.000
1.2444 0.062 0.053 0.005 0.000
1.3333 0.064 0.059 0.005 0.000
1.4222 0.066 0.065 0.005 0.000
1.5111 0.067 0. 071 0.006 0.000
1.6000 0.069 0. 077 0.006 0.000
1.6889 C.070 0. !J 83 0.006 0.000
1.7778 C.071 O.OS9 ll. 006 0.000
1.8667 C. 073 0. 096 0.007 0.000
1.9556 C.074 0.102 0.007 0.000
2.0444 C.075 0. 109 0.007 0.000
2.Ll33 0.076 0 .116 0.007 0.000
2.2222 0.077 0 .122 0.007 0.000
2.3111 0.078 0.129 0.008 0.000
2.4000 0.079 0.136 0.008 0.000
2.1829 O.D79 0.143 0.008 O.OCO
2.5778 0.080 0.151 0.008 o.oco
2. 6667 0.031 0.158 0.008 0.000
2.7556 0.032 0.165 0.009 o.oco
2.8444 0.082 0 .172 0.009 0.000
Technical Information Report 4-8 LDC Job No. 16-137
2.9333 0.083 0.180 0.009 0.000
3.0222 0.083 0.187 0.009 0.000
3.1111 0.084 0.195 0.009 0.000
3.2000 0.084 0.202 0.009 0.000
3.2889 0.084 0.210 0.010 0.000
3.3778 0.085 0 .217 0.010 0.000
3.4667 0.085 0.225 0.010 0.000
3.5556 0.085 0.232 0.010 0.000
3.6444 0.086 0.240 0.010 0.000
3.7333 0.086 0.248 0.010 0.000
3. 8222 0.086 0.255 0.010 0.000
3.9111 0.086 0.263 0. 011 0.000
4.0000 0.086 0. 271 0. 011 0.000
4.0889 0.086 0.278 0. 011 0.000
4.1778 0.086 0.286 0. 011 0.000
4.2667 0.086 0.294 0. 011 0.000
4.3556 0.086 0.301 0. 011 0.000
4.4444 0.085 0.309 0. 011 0.000
4.5333 0.085 0.317 0.012 0.000
4 . 62 2 2 0.085 0.324 0.012 0.000
4.7111 0.084 0.332 0.012 0.000
4.8000 0.084 0.339 0.012 0.000
4.8889 0.084 0.347 0.012 0.000
4.9778 0.083 0.354 0.012 0.000
5.0667 0.083 0. 3 62 0.012 0.000
5.1556 0.082 0.369 0.012 0.000
5.2444 0.082 0.376 0. 013 0.000
5.3333 0.081 0.384 0.013 0.000
5.4222 0.080 0.391 0.013 0.000
5.5111 0.079 0.398 0.013 0.000
5.6000 0.079 0.405 0.013 0.000
5.6889 0.078 0.412 0.013 0.000
5.7778 0.077 0.419 0.021 0.000
5.8667 0.076 0.426 0. 027 0.000
5.9556 0.075 0.433 0.031 0.000
6.0444 0.074 0.439 0.034 0.000
6.1333 0.073 0.446 0.037 0.000
6.2222 0.071 0.452 0.039 0.000
6.3111 0.070 0.458 0.042 0.000
6.4000 0.069 0. 4 65 0.044 0.000
6.4889 0.067 0.471 0.046 0.000
6.5778 0.066 0.477 0.048 0.000
6.6667 0.064 0.482 0.049 0.000
6.7556 0.062 0. 488 0.051 0.000
6.8444 0.060 0. 494 0.053 0.000
6.9333 0.058 0.499 0.054 0.000
7.0222 0.056 0.504 0.056 0.000
7.1111 0.054 0.509 0.058 0.000
7.2000 0.051 0.514 0.059 0.000
7.2889 0.049 0.518 0.060 0.000
7.3778 0.046 0.522 0.062 0.000
7.4667 0.043 0.526 0.063 0.000
7.5556 0.039 0.530 0. 273 0.000
7.6444 0.035 0.533 0.935 0.000
7. 7333 0.031 0.536 1.823 0.000
7.8222 0.025 0.539 2.824 0.000
7.9111 0.018 0.541 3.822 0.000
Technical Information Report 4-9 LDC Job No. 16·137
8.0000
8.0889
0.000
O.OOC
0.542
0.000
4. 710
5.402
-------------------~----
0.000
0.000
-"· -------------------------------
ANALYSIS RESULTS
Predeveloped Landuse Totals for POC #1
Total Pervious Area:1.65
Total Impervious Area:O
Mitigated Landuse Totals for POC #1
Total Pervious Area:0.48
Total Impervious Area:1.17
Flow Frequency Return
Return Period
Periods for
Flow(cfs)
0.041527
0.064347
0.076714
0.089283
0.096746
0.102878
Predeveloped. POC #1
2 year
5 year
10 year
25 year
50 year
100 year
Flow Frequency Return
Return Period
2 year
5 year
10 year
25 year
50 year
100 year
Periods for Mitigated.
Flow(cfs)
0.043262
0.066082
0.085184
0 .114567
0.14075
0.171051
Annual Peaks
Year
for Predeveloped and Mitigated.
1949
1950
1951
1952
19:.i.?
1 g~J4
1955
1956
1957
1958
1 9:.i 9
1960
1961
1962
19GJ
1964
Predeveloped Mitigated
0.048 0.043
0.081
0.104
0.032
0. 02 5
0.036
0.064
0.052
0.040
0.045
0.037
0.064
0.038
0.022
0.030
0.037
0. 07 9
0. 227
0.031
0.041
0.040
0.042
0.067
0.047
0.037
0.033
0.055
0. OT/
0.028
0.037
0.047
Technical Information Report 4-10
POC #1
POC #1
LDC Job No. 16-137
1965 0.028
1966 0.028
1967 0.061
1968 0.038
1969 0.037
1970 0.028
1971 0. 027
1972 0.075
1973 0.034
1974 0.036
1975 0.051
1976 0.034
1977 0.003
1978 0.029
1979 0.017
1980 0.050
1981 0.027
1982 0. 047
1983 0.046
1984 0.029
1985 0.016
1986 0.080
1987 0.067
1988 0.025
1989 0.016
1990 0.106
1991 0.094
1992 0.031
1993 0.035
1994 0.009
1995 0.050
1996 0.098
1997 0.090
1998 0.018
Ranked Annual Peaks for
Rank Predeveloped
1 0.1063
2 0.1037
3 0.0975
4 0.0940
5 0.0901
6 0.0815
7 0.0802
8 0.0754
9 0.0670
10 0.0643
11 0.0636
12 0.0613
13 0.0522
14 0.0514
15 0.0503
16 0.0502
17 0.0475
18 0.0468
19 0.0455
Technical Information Report
0.040
0.037
0.049
0.047
0.035
0.034
0.037
0.090
0.040
0.039
0.052
0.036
0.032
0.043
0.032
0. 072
0.045
0.072
0.035
0.035
0.028
0.052
0.058
0. 027
0.028
0.085
0.091
0.035
0.026
0.021
0.043
0.209
0.084
0.041
Predeveloped and Mitigated.
Mitigated
0.2275
0.2086
0.0914
0.0901
0.0851
0.0837
0.0793
0.0720
0.0718
0. 0671
0.0576
0.0552
0. 0521
0.0517
0.0490
0.0473
0.0468
0.0466
0.0449
4-11
POC #1
LDC Job No. 16-137
20 0.C449 O.C433
71 0.0402 0.0430
22 0.0376 0.0429
n 0.0375 0.0415
24 0.0375 0.0414
25 0.0T/2 0.0413
26 0. 0371 0.0401
27 0.0362 0.0397
28 0.0359 0. 0396
79 C.0354 0.0386
30 C.0342 0.0375
31 0.0336 0.8375
32 0.0319 0.8374
33 0.0306 C.0374
3.:; 0.0297 0.0368
35 0.0293 0.0363
36 0.0288 0.0353
37 0.0285 0.0351
38 0.0282 0.0350
39 0.0277 0.0349
40 0. 0270 0.0343
41 0.0266 0. 033 c
42 0.0246 0.0319
43 0.0245 0.0316
44 0.0220 0.0312
45 0.0184 0.0284
46 0.0173 0. 027 8
47 0.0159 0. 0277
48 0.0155 0.0266
49 0.0089 0.0264
50 0.0034 0. 0214
POC #1
The Facility PASSED
The Facility PASSED.
Flow (cfs) Predev Mit Percentage Pass/Fail
0.0208 3893 3803 97 Pass
0.82~5 3599 3313 92 Pass
0.0223 3367 2918 86 Pass
C.0231 3145 2618 83 ?ass
C. 0238 2931 2360 80 ?ass
C.0246 2733 216[1 79 ?ass
0.0254 2560 2011 78 ?ass
0.0261 2390 1863 77 ?ass
0.0269 2225 1721 77 Pass
0.0277 2083 1600 76 Pass
0.0284 1960 1502 76 Pass
0. 02 92 1350 1406 76 Pass
0.0300 174 6 1307 74 Pass
0.0307 1658 1233 74 Pass
0.0315 15 68 11 GS 74 Pass
0.0323 1473 1098 74 Pass
0.0330 1390 1024 73 Pass
0.0:JJil 13:18 9 64 73 Pass
Technical Information Report 4-1 Z LDC Job No. 16-137
0.0346 1245 900 72 Pass
0.0353 1183 849 71 Pass
0.0361 1113 792 71 Pass
0.0369 105 6 749 70 Pass
0.0376 1008 708 70 Pass
0.0384 949 669 70 Pass
0.0392 912 633 69 Pass
0.0400 87 4 602 68 Pass
0.0407 825 577 69 ?ass
0.0415 7 82 553 70 Pass
0.0423 751 529 70 Pass
0.0430 715 509 71 ?ass
0.0438 681 485 71 Pass
0.0446 658 4 64 70 Pass
0.0453 622 445 71 Pass
0.0461 602 424 70 Pass
0.0469 571 407 71 Pass
0.0476 549 393 71 Pass
0.0484 521 376 72 Pass
0. 0492 4 92 3 61 73 Pass
0.0499 468 344 73 Pass
0.0507 443 32 9 74 Pass
0.0515 423 311 73 Pass
0. 0522 400 293 73 Pass
0.0530 38 4 274 71 Pass
0.0538 365 263 72 Pass
0.0545 350 252 72 Pass
0.0553 338 235 69 Pass
0.0561 318 224 70 Pass
0.0568 302 219 72 Pass
0.0576 283 206 72 Pass
0.0584 274 201 73 Pass
0.0591 259 193 74 Pass
0.0599 244 186 76 Pass
0.0607 234 178 76 Pass
0.0614 222 171 77 Pass
0.0622 212 164 77 Pass
0.0630 204 153 75 Pass
0.0637 198 149 75 Pass
0.0645 187 141 75 Pass
0.0653 183 133 72 Pass
0.0660 177 123 69 Pass
0.0668 168 117 69 Pass
0.0676 161 llO 68 Pass
0.0683 155 106 68 Pass
0.0691 154 98 63 Pass
0.0699 149 91 61 Pass
0.0707 143 86 60 Pass
0.0714 138 79 57 Pass
0. 0722 131 71 54 Pass
0. 0730 124 70 56 Pass
0. 0737 119 64 53 Pass
0.0745 111 62 55 Pass
0.0753 106 58 54 Pass
0.0760 102 55 53 Pass
0.0768 92 49 53 Pass
0. 077 6 86 45 52 Pass
Technical Information Report 4-13 LDC Job No. 16-137
0.0783
0. 07 91
0.0799
0.0806
0.0814
0.0822
0.08)9
0. 02 37
0. 08 tJ 5
C.0852
C.0860
C.0868
0.0875
0.0823
0.0891
0.0898
0.0906
0.0914
0. 092 ~
0. 0929
0.0937
0. 09c4
0.0952
0. 0 960
0.0967
82
71
67
63
58
54
oO
48
45
43
37
34
32
27
25
23
20
19
18
17
15
13
13
10
10
44
41
37
15
31
30
?8
26
23
21
21
20
18
p
17
17
16
12
12
12
11
11
11
11
11
53
57
55
55
53
55
56
54
51
48
56
58
56
62
68
73
80
63
66
70
73
84
84
110
110
Pass
Pass
Fass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
?ass
?ass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Fass
Water Quality BMP Flow and Volume for POC #1
On-line facility volume: C acre-feet
On-line facility target flow: 0 cfs.
Adjusted for 15 min: 0 cfs.
Off-line facility target flow: U cfs.
Adjusted for 15 min: C, cfs.
Perlnd and Irnplnd Changes
No cjanges have been made.
Th:s p~og~am and 3cconpanying documentacior. are prov~rled 'as-is' withc~t wa~ra~ty of any kind.
Tf'.e er.t".ire ris:-c regarding the performance and results of this progran is assc.ned by Enci User.
Cl':';_-,r CrE:'t>k 30-.1L.1<..:r1c;; Ir:c. d:1d Lhc govcrn:-ncnlal license•: or sublir.::ccsccs d1-sclair:1 a:i_l ·,,1arran:.ics,
either expressed o~ impl::.ed, including but ~o~ l1mi~ed tc 1mplieci warranties of p~ograr:1 and
accc:npar.yir.g documen::ation. In no event shall Clear Creek So.2.·.Jt::.ons Inc. be liaDle for any
c.L!rrld:,J'23 ,..,·lutso12ver (.1:1cludir1g witl1Gul l_:_mitotic.:11 to dctmdges fr)":: -CSS oi business p.roiils, loss '.ll:
busir.ess ir.fcrnat::.cn, busir.ess ir.terruption, a~d the like) ar~3ing o~t cf the use of, or
inabi:i~y :.o ~sc this p.rogram even if c:ear Creek Solu~.1or.s Inc. er their aut~or1zed
represe~t2~ives ~ave heen 3dvised of the poss~hi:ity of s~ch da:nages. Softwa~e Copyrigh~ 'j hy :
Clear Cree~ Solu~::.o~s, Inc. 2CJS-2016; All ?ights Reserved.
Technical Information Report 4-14 LDC Job No. 16-137
4.2 Water Quality Treatment
Per the 2017 City of Renton SWDM section 1.2.8.1 A, the required treatment for the
proposed commercial project is Enhanced Basic Treatment. The treatment
performance goal for Enhanced Basic WQ menu is 50% reduction of total zinc and 80%
removal of total suspended solids (TSS) for a typical rainfall year, assuming typical
pollutant concentrations in urban runoff.
The proposed enhanced treatment facility is a Filterra Bioretention Systems as
approved by the City of Renton Public Works Department Blanket Adjustment dated
June 26'h, 2014. The blanket adjustment allows private developments to use Filterra
Systems on private property to mitigate for water quality treatment. The Washington
State Department of Ecology has approved the Filterra Bioretention Systems for
General Use Level Designation for Total Suspended Solids, oil and grease, and
enhanced dissolved metals treatment.
The proposed Filterra system has been designed and sized in accordance with the
conditions specified in the City of Renton Blanket Adjustment. The Filterra unit has
been sized for enhanced-basic treatment using a filter hydraulic conductivity of 24.82
inches/hour using the sand filter module in the latest version of WWHM or other
Ecology-approved continuous runoff model. The model proves that the Filterra unit
chosen is capable of filtering 91 percent of the influent runoff file. Further analysis
and design calculations are included in the following pages.
Water Quality Tributary Basin:
C, Lawn, Flat 0.14 Acres
Roads/Flat 0.42 Acres
Sidewalks/Flat 0.10 Acres
Total 0.66 Acres
Peak Flow Rates (701)
100-year = 0.44 cfs (Filterra 6" max=0.6cfs)
Technical Information Report 4-15 LDC Job No. 16-137
PUBLIC WORKS DEPARTMENT
M E M O R A N D U M
DATE: June 26, 2014
TO: Steve Lee, Development Engineering Manager
FROM: O&l-Ron Straka, Surface Water Utility Engineering Manager, x7248
STAFF CONTACT: Hebe C. Bernardo, Surface Water Utility Engineer, x7264
SUBJECT: Blanket Adjustment -Americast Filterra®
The City of Renton Surface Water Utility has issued a blanket adjustment allowing
private developments to use Filterra Systems on private property to mitigate for water
quality treatment and/or oil control requirements, in accordance with City adopted
2009 King County Surface Water Design Manual and associated City Amendments. The
Washington State Department of Ecology has approved the Filterra® Bio retention
Systems for General Use Level Designation for Total Suspended Solids, oil and grease,
and enhanced dissolved metals treatment.
The Americast Filterra® Bioretention Systems for Basic Treatment, Enhanced Basic
Water Quality and/or Oil Treatment will be approved if the following conditions are
met:
1. Filterra® is to be used only on commercial and/or industrial site developments
where the system will be located in private property. The property owner is
responsible for the maintenance and operation of the Filterra® Systems. There
must be a single property owner responsible for maintenance of the Filterra
Systems.
2. The Filterra® treatment facility shall not be located within City right-of-way or
any easements dedicated to the City.
3. Each Filterra® unit shall be sized for Oil Treatment using a filter hydraulic
conductivity of 35.46 inches/hour (assuming a hydraulic gradient of 1.41
inch/inch as listed in the Washington State Department of Ecology General Use
Level Designation for Americast's Filterra"') using the sand filter module in the
latest version of the Western Washington Hydrology Model (WWHM) or other
Ecology-approved continuous runoff model. The model must indicate the unit is
capable of processing 91 percent of the influent runoff file.
Mr. Lee
Page2of3
June 26, 2014
4. Each Filterra® unit shall be sized for Enhanced Treatment using a filter hydraulic
conductivity of 24.82 inches/hour (assuming a hydraulic gradient of 1.41
inch/inch as listed in the Ecology General Use Level Designation) using the sand
filter module in the latest version of the WWHM or other Ecology-approved
continuous runoff model. The model must indicate the unit is capable of
processing 91 percent of the influent runoff file.
5. Each Filterra® unit shall be sized for Basic Treatment using a filter hydraulic
conductivity of 35.46 inches/hour (assuming a hydraulic gradient of 1.41
inch/inch as listed in the Technical Information Report (TIR)) using the sand filter
module in the latest version of the Western Washington Hydrology Model or
other Ecology-approved continuous runoff model. The model must indicate the
unit is capable of processing 91 percent of the influent runoff file.
6. The use of the Filterra® Bioretention Systems to comply with the Oil Control
(Special Requirement #5) requirement for a High Use Site, in addition to
Enhanced Basic Water Quality Treatment, is also approved. The same Filterra®
unit can be used for both Enhanced Treatment and Oil Control, provided it is
sized as specified above.
7. Each site plan must undergo Filterra® review before the unit can be approved for
site installation. This will ensure that site grading and slope are appropriate for
use of a Filterra® unit.
8. Filterra® media shall conform to the specifications submitted to and approved by
Ecology.
9. Facility inspection, maintenance, and reporting are required by the City of
Renton Surface Water Utility per the Ecology National Pollutant Discharge
Elimination System Phase II Municipal Stormwater Permit (Section SS.C.4.c.iii).
Facility owners are responsible for ensuring that stormwater facilities are
properly maintained and functioning as designed and permitted. The Filterra®
facility shall be inspected every six months by the supplier during the first year of
operation as offered with the purchase of the Filterra® systems. Inspections will
be used to determine the site-specific maintenance schedules and requirements.
Maintenance of the facility shall include removing trash, degraded mulch, and
accumulated debris from the filter surface and replacing the mulch layer.
Maintenance procedures should follow those given in the most recent version of
the Filterra® Bioretention Systems Operation and Maintenance Manual. During
the first year of operation of the facility, written records of the inspections and
maintenance shall be submitted to the City of Renton Surface Water Utility, to
the attention of Edward Mulhern, Surface Water Utility Engineer.
H:\File Sys\SWP -Surface Water Projects\SWP-27-Surface Water Projects (CIP)\27-3129 Renton Stormwater
Manual\ADJ USTMENTS\Bla n ket Adjustments\2014-06· 25-Blanket Adjustment -Filte rra-F. doc\HCBah
Mr. Lee
Page 3 of 3
June 26, 2014
10. Following the first year of operation, the property owner or owner of the facility
shall annually have the Filterra® Bioretention Systems inspected and maintained
per the procedures in the most recent version of the Filterra® Bioretention
Systems Operation and Maintenance Manual. Written records of the inspection
and maintenance shall be submitted to the City of Renton Surface Water Utility,
to the attention of Edward Mulhern, Surface Water Utility Engineer. If more
frequent inspection and maintenance of the Filterra® Bioretention Systems is
required by the manufacturer or is needed to ensure performance of the facility,
then the additional inspection and maintenance reports completed within the
year shall be provided with the annual report.
11. The plans and TIR for the project must be revised to include the use of the
Filterra® Bioretention Systems and this adjustment approval. This adjustment is
a conceptual approval for using the Filterra® Bioretention Systems for Enhanced
Basic Water Quality and Oil Control (Oil Treatment). Further analysis and design
calculations shall be included in the TIR for final approval.
12. The applicant will need to submit a Drainage Facility Covenant for inspection and
maintenance of the Filterra® treatment facility. The Drainage Facility Covenant
can be found in Reference J of the City of Renton Amendments to the 2009 King
County Surface Water Design Manual. A site plan showing the location of the
treatment facility must be included as Exhibit A with the declaration of covenant.
13. The approval of this adjustment does not relieve the applicant from other city,
state, or federal requirements.
Please notify the applicant of our approval of the adjustment request and associated
conditions related to the approval listed above. If you have any questions about this
adjustment, please contact me or Hebe Bernardo.
cc: Lys Hornsby, P.E,, Utility Systems Director
H:\File Sys\SWP -Surface Water Projects\SWP-27 -Surface Water Projects (CIP)\27-3129 Renton Stormwater
Manua I\ADJUSTMENTS\Bla nket Adj ustments\2014-06-25-Bia nket Adjustment -Fi lterra-F .doc\HCBah
Ct1~NTECH.
ENGINEERED SOLUTIONS ®filterra Size and Cost Estimate
Prepared by Mike Gillette on December 19, 2016
Renton Special Care Community
Renton, WA
Information Provided:
: Structure 10 mBP
Total basin area
Impervious area
Filterra model
Treatment type
Outlet pipe size
Media bay dimensions
Approximate Price
System Parameters:
• Filterra Media Flow Rate= 35 in/hr
0.66 ac
0.52 ac
FTIBP
Enhanced
6"
10' X 6'
$27,700
• Depth Required from Rim to Inlet= At least 16"
• Depth Required from Rim to Outlet= At least 50"
• Depth Required from Invert In to Invert Out= At least 34"
• Reviewing agency = City of Renton
Size and Cost Estimate:
The Filterra system for this site was sized using WWHM. Per the Department of Ecology approval, the total basin area, percent
impervious area, and site location were used to size the system. Contech Engineered Solutions recommends using the Filterra
Internal Bypass -Piped inlet configuration. The estimated costs of this system is shown above, and this includes the complete
system delivered to the job site. This estimate assumes that the system is delivered with all components pre-installed. The
contractor is responsible for setting the Filterra and connecting all external plumbing.
The Filterra Internal Bypass -Pipe (FTIBP) system with a 6" pipe has an internal bypass capacity of 0.6 cfs. If the peak
discharge from the drainage area is expected to exceed this rate, we recommend increasing the pipe size or utilizing an
alternative configuration such as the Filterra -Standard Offline system with a downstream curb inlet structure.
©2015 Contech Engineered Solutions LLC
www.conteches com
11835 NE Glenn Widing Dr .. Portland OR 97220
Toll-free 800.548.4667 Fax: 800.561.1271
Page 1 of 1
f--~~~~~~LENGTH I
-~~~~--,.-+-.....,~~---------~L ___________ I
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COUPLING CAST INTO
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PLAN VIEW
.. J'J..
SECTION A-A
w
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b
e,
6" BYPASS INLET PIPE CONFIGURATION
APPROXIMATE MAXIMUM BYPASS= 0.6 CFS
INLET/
DESIGNATION I SIZE I LENGTH I WIDTH I OUTLET
PIPE DIA
FT1BP0404-6 4 x4 4'-0" 4'-0" 6" SOR 35
FT1BP0604-6 6x4 6'-0" 4'-0" 6" SOR 35
FT1BP0606-6 6x6 6'-0" 6'-0" 6" SOR 35
FT1BP0804-6 Bx4 8'-0" 4'-0" 6" SOR 35
FT1BP0806-6 Bx6 8'-0" 6'-0" 6" SOR 35
FT1BP1006-6 10 X 6 10'-0" 6'-0" 6" SOR 35
FT1BP1204-6 12 x4 12'-0" 4'-0" 6" SOR 35
FT1BP1206-6 12 X 6 12'-0" 6'-0" 6" SOR 35
FT1BP1307-6 13 x 7 13'-0" T-0" 6" SOR 35
INTERNAL PIPING MAY VARY DEPENDING UPON INFLUENT LOCATION
' MAXIMUM TOP TO INVERT OUT= 5'-5''
•• MAXIMUM TOP TO INVERT IN= 2'-6"
UNDER-
DRAIN
PIPE DIA.
(PERF.)
4" SOR 35
4" SOR 35
4" SOR 35
4" SOR 35
4" SDR 35
6" SOR 35
6" SOR 35
6" SOR 35
6" SOR 35
~ "' "
'ii
CLEAN OUT
Cl
~-----~~---if-L
INLET
COUPLING
LOCATIONS
CLEAN OUT FRAME AND
OVER CAST INTO TOP SLAB
ERGY DISSIPATION ROCKS
SOR 35 INLET PIPE
WITH BYPASS SLOTS
SOR 35
INLET COUPLING
~
"
0 >->-C,
n. 0
0 >->-Q'.
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6" UNOERORAIN
STONE LAYER, TYP.
PROVIDED BY CONTECH
D
TREE GRATE
I
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PLAN VIEW
SOR 35 OUTLET
COUPLING CAST INTO
PRECAST VAULT WALL
-., i _/ PLANT PROVIDED BY CONTECH
. TREE GRATE AND FRAME
CAST INTO TOP SLAB
j I
4"-6" UNDERDRAIN
(VARIES BY SIZE)
SECTION A-A
TOP SLAB
3" MULCH LAYER. TYP
PROVIDED BY CONTECH
02" IRRIGATION
PORT, TYP
21" FIL TERRA MEDIA, TYP
PROVIDED BY CONTECH
SOR 35
OUTLET COUPLING
BYPASS/UNDERDRAIN FLOWKIT
PROVIDED BY CONTECH
0 >->-C,
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8" BYPASS INLET PIPE CONFIGURATION 10" BYPASS INLET PIPE CONFIGURATION
TREE
GRATE
QTY. & SIZE
(1) 3' x3'
(1) 3' x 3'
(1) 3' x3'
(1) 3' x3'
(1)4' x4'
(1)4' x4'
(2) 3' X 3'
(2)4' x4'
(2)4' x4'
APPROXIMATE MAXIMUM BYPASS= 1.2 CFS APPROXIMATE MAXIMUM BYPASS= 2.2 CFS
INLET/
UNDER-TREE DRAIN DESIGNATION SIZE LENGTH WIDTH OUTLET PIPE DIA. GRATE
PIPE DIA. (PERF.) QTY. & SIZE
FTIBP0604-8 6x4 6'-0" 4'-0" 8" SOR 35 4" SOR 35 (1) 3' x3'
FTIBP0606-8 6,6 6'-0" 6'-0" 8" SOR 35 4" SOR 35 (1) 3' x3'
FT1BP0804-8 Bx4 8'-0" 4'-0" 8" SOR 35 4" SOR 35 (1) 3' x 3'
FT1BP0806-8 8x6 8'-0" 6'-0" 8" SOR 35 4" SOR 35 (1)4' x4'
FT1BP1006-8 10 x 6 10'-0" 6'-0" 8" SOR 35 6'" SOR 35 (1)4' x4'
FT1BP1204-8 12 x4 12'-0" 4'-0" 8" SOR 35 6" SOR 35 (2) 3' x3'
FT1BP1206-8 12 x6 12'-0" 6'-0" 8" SOR 35 6" SOR 35 (2)4' x4'
FT1BP1307-8 13 X 7 13'-0" T-0" 8" SOR 35 6" SOR 35 (2)4' x4'
INLET/
DESIGNATION SIZE LENGTH WIDTH OUTLET
PIPE DIA
FTIBP0606-1 0 6x6 6'-0" 6'-0" 10" SOR 35
FT1BP0806-10 8x6 8'-0" 6'-0" 10" SOR 35
FT1BP1006-10 10 x6 10'-0" 6'-0" 10" SOR 35
FT1BP1204-10 12 X 4 12'-0" 4'-0" 10" SOR 35
FT1BP1206-10 12 x6 12'-0" 6'-0" 10" SOR 35
FTIBP1307-10 13 X 7 13'-0" 7'-0" 10" SOR 35
INTERNAL PIPING MAY VARY DEPENDING UPON INFLUENT LOCATION
"MAXIMUM TOP TO INVERT OUT = 5'-5"
UNDER-TREE DRAIN
PIPE DIA. GRATE
(PERF.) QTY, & SIZE
4" SDR 35 (1) 3' X 3'
4" SOR 35 (1) 4' x4'
6" SOR 35 (1) 4' X 4'
6" SOR 35 (2) 3' X 3'
6" SOR 35 (2) 4' X 4'
6" SOR 35 (2) 4' X 4'
INTERNAL PIPING MAY VARY DEPENDING UPON INFLUENT LOCATION •• MAXIMUM TOP TO INVERT IN= 2'-6"
• MAXIMUM TOP TO INVERT OUT= 5'-5"
•• MAXIMUM TOP TO INVERT IN= 2'-6"
f»e des·,r , . .,, ,n1u H,alu,· soc~~ co.,,,, ,J,aw,ng <> o,c,,ded a, a'""""" Lo lho om1oc1 "~'" eng,nee, and conlra:co, by ~C-"tech E"g ,.ee,ec c,Q,a:,ons LLC Of ore o' ,ts af,i,atOO coricnos ( ~cctocti") No,thor th,s draw,nq ror a,, pa,, tMroo, rra, O. ,s•c. reprooucec oc n-OO,',ed '" ""' .~""""'
w,·Mu1 IM pnor wonen cces•Y nf :":cn,em Fa'""' !n cor,ply ,s rnne ,,11'e ,.secs nwn nsk .,nc <Cnotece e,c·essly ",,.,.a,rrs .,n, 1,,,Mty nc cesoons,o, ,t, foe soc;I, use If o,sc.-eponc,e, Cetween ·he scpp"OO ,,,fom,,at,on ,pon wh,"h ie,• 1<,w ,·.,i ,, ,,,,eO oM O•otcol ',010 ·,:,n",Mns ace •cc,iun·orec as, ce
,,,,,,, P''-"J'esses ,,ese d "''"'-'"'""' oust ~e ,ewseo :o Cvn;ecC l'Timec,alel) ic· ,e-e,a cao,c, -Ot (he ce,g, ::0,:ech accepts oo ,•Mt;· o,des,gos ,a,ea on 'Tl,SS1ng ,ioomplete c· ,o,ccu·a-.e nic·mm,on <Yep' eO Oy otOers
Ct'~NTECH" FIL TERRA
~ DIMENSIONS MAY VARY± }S" DEPENDING
ON PRECASTER BUILD CONFIGURATION
~filterra ENGINEERED SOLUTIONS LLC
www.ContechES.com
9025 Centre Po111te Dr, Suite 400, West Chester, OH 45069
INTERNAL BYPASS PIPE (FTIBP)
CONFIGURATION DETAILS
800-33!:l-l 1,!~ ·-----------513-645-7000 513-645-7993 FAX
4.3 Flow Control BMPs -Low Impact Development
Flow Control BMPs, also known as Low Impact Development (LID) techniques, must be
applied to the site design in accordance with the requirements specified in the 2017
City of Renton SWDM section C.1.3.2 Large Lot BMP Requirements. Evaluation for the
feasibility and applicability of prescribed flow control BMPs is provided below:
1. Full Dispersion: Not applicable. The proposed commercial development does
not provide sufficient native vegetation to meet the minimum flow path
requirements for full dispersion.
2. Full Infiltration of Roof Runoff: Not feasible. Full infiltration is infeasible and
not required as the minimum design requirements (below) cannot be met:
• "Existing soils must be coarse sands or cobbles or medium sands" -
onsite glacial till soils do not exhibit infiltration characteristics that will
allow full infiltration BMPs to "fully and reliably" infiltrate runoff into
the ground.
3. Flow Control BMP Feasibility List: The following BMPs have been fully
evaluated for feasibility and applied to the site where determined feasible as
required.
• Full Infiltration: Not feasible. Full infiltration is infeasible and not
required as the minimum design requirements (below) cannot be met:
• Existing site soils must be coarse sands or cobbles or medium
sands -onsite glacial till soils do not exhibit infiltration
characteristics that will allow full infiltration BMPs to "fully and
reliably" infiltrate runoff into the ground.
• Limited Infiltration: Not feasible. Limited infiltration is infeasible as the
following minimum design requirements cannot be met:
• Existing site soils may be fine sands, loamy sands, sandy loams, or
loams -present onsite glacial till soils are not suitable for limited
infiltration systems.
• Bioretention: Not feasible. Bioretention is infeasible as the following
criteria can be cited as reasons for a finding of infeasibility without
further justification:
Technical Information Report 4-16 LDC Job No. 16-137
• 21.) Where the field testing indicates potential bioretention sites
have a measured native soil saturated hydraulic conductivity less
than 0. 30 inches per hour -According to Infiltration Testing
Letter Report, performed by Michael Place, PE dated January 6'h,
2017, native till soils contain a measured native soil saturated
hydraulic conductivity of 0.10 to 0.20 inches per hour.
• Permeable Pavement: Feasible. Permeable pavement is feasible with
the use of underdrains as specified in section C.2. 7.1. Permeable
pavement is proposed in all parking stall locations (except for ADA
parking stall locations), totaling 4,306 square feet. 2,400 square feet of
pollution generating impervious run-on is contributing to the permeable
pavement area.
Summary: The total targeted impervious cover applied to permeable
pavement BMP is 6,706 square feet.
4. Basic Dispersion: Not feasible. The proposed architectural site plan does not
provide sufficient vegetated pervious surfaces to meet the minimum design
requirements for basic dispersion concerning the minimum vegetated flowpath
lengths.
5. BMP Application Rate: For projects that will result in an impervious surface
coverage greater than 65% on the buildable portion of the site/lot, on-site
BMPs must be applied to 20% of the target impervious surfaces or to an
impervious area equal to at least 10% of the site/lot, whichever is less.
• 10% of Lot= 0.1 x 65,715 = 6,571 SF
• 20% of Target Impervious Surface= 0.2 x 47,720 = 9,544 SF
• Summary: On-site BMPs must be applied to at least 6,571 SF of Target
Impervious Surfaces
Technical Information Report 4-17 LDC Job No. 16-137
Permeable Pavement Design:
The proposed permeable pavement flow control BMP has been designed in accordance
with the 2017 City of Renton SWDM section C.2.7.1. The design is based on soils
information presented in Infiltration Testing Letter Report prepared by PSI on January
6th, 2017. Underdrains will be used to discharge all runoff that will not infiltrate into
the native soils. Design infiltration rates range from 0.02 to 0.05 in/hr at the locations
of proposed permeable pavement.
Technical Information Report 4-18 LDC Job No. 16-137
5.0 CONVEYANCE SYSTEM ANALYSIS AND DESIGN
Conveyance analysis and design is not required at this time and will be
provided during the construction documents submittal.
Preliminary TIR 5-1 LDC Job No. 16-137
6.0 SPECIAL REPORTS AND STUDIES
• Geotechnical Engineer Study prepared by Earth Solutions NW, LLC dated
11 /11 /15 (Project# ES-3613)
• Site Investigation and Analysis of Previous Geotechnical Report, Renton
Special Care Community, 17033 -108th Avenue SE, Renton, Washington
prepared by PSI, Inc. dated November 2"d, 2016
• Infiltration Testing Letter Report prepared by PSI, Inc. dated January 6th,
2017
Technical Information Report 6-1 LDC Job No. 16-137
7.0 OTHER PERMITS
Technical Information Report 7-1 LDC Job No. 16-137
8.0 SWPPP ANALYSIS AND DESIGN
SWPPP analysis and design is not required at this time and will be provided
during the construction documents submittal.
Technical Information Report 8-1 LDC Job No. 16-137
9.0 BOND QUANTITIES & FACILITY SUMMARIES
Bond Quantities will not be provided at this time and will be submitted at a
later date.
Technical Information Report 9-1 LDC Job No. 16-137
10.0 OPERATIONS AND MAINTENANCE MANUAL
The proposed storm system consists of catch basins, manholes, a detention
tank facility and a Filterra water quality facility. These facilities will require
periodic maintenance and inspection based on the procedures below. The
procedures are based on Appendix A of the 2017 City of Renton Surface Water
Design Manual.
Technical Information Report 10·1 LDC Job No. 16-137
PAINT SPECIFICATIONS·
ALL ALU\.!INL'M LJIAINAIRE AND PCLE
RELATED PARTS 51ALL BE FACTORY
P~IMED A~O POWCER COATED
FINISH COi QR· RAL 9005TX "JET BLACK"
b
' -,
'o
18-1/4"
PRE5TiGE SERIES (CY\ 714) UD
POST-TOP LUJ.'INAIRE (WA iT AGE
PER PLANS, 4,000K CCl, 120-277V
UNIVERSAL ORrVER, V~TH VSJAR
RIBBED ACRYLIC l:"fliS) BY CYCLONE
(OR APPRCVEO EQUAL). ORt\fc:R
SHALL BE INTEGRAL TO THE
FIXTUR~
~oR STREET UGY T
STANDARD DECAL
NUMBrnlNG DETAIL,
~EFER TO CITY OF
~ENTON STD PLAN 121
IA'-0" 'LUTED SHAPE, ::· DIAMETER,
SlRAIGHT ALUMifiUM POLE
(POl 5-14-B046-RAL9005 TX-TN4J)
BY CYCLONE (OR APPROVED EQUAL)
INSTALL GROUT.
P:iov1DE 1/2" DIA DRAIN
TUBE THROUGH GRO'GT
DECORATIVE A_Ul.liNU!~ CLMASHHL
BASE COVER 8046 BY CYCLONE
(OR AFPROVEC EQUAL)
SEE POLE BASE
DETA:L, THIS
SHEET
15"-DIAMET[R
BASE COVER
FOR FOUNDATION DETA.ILS.
SEE THiS SHEET
BASE PLATE DET All
{ .ia) OVA~ 51_QTS
ACCEPTING \"x.36"i4"
GAL VANl2£0 STE·._
ANCHOR BOLTS
2" COIJ)Ull ~NLESS /
8 -j5 BA~S.
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FOUNDATION S::CTION
CENTER CONDUIT
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64 HOOFS @ 12"
2' CONOU1· L.N
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FOUNDATION 0
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ANCHOR BOLT ASSEMBi Y D£.TA!L
POLE ELEVATION FOUNDATION DETAILS
PUBLIC WORKS
DEPARTMENT
NEIGHBORHOOD STREET
PEDESTRIAN LUMINAIRE
FIXTURE AND POLE DETAILS
STD. PLAN 116.1
PAINT SP[CSICATIQNS·
All ALUMINUM LIJM'NAIRE AND POLE
RELATED PARlS SHALL BE f-AC:ORY
PRIMED AN.) PCI\UER COATED.
ROUND POLE CAP ALUMINIUM SHROUD {BY
MANUFACTURER)
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(4) CVAL SLOTS
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c,j8 ___ l_U_MI~~~-_!.~!-!__ --~ / (WATTAGE PC:R PLANS, 4,000K CCT,
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,f' BASE PLATE DETAIL
t:,·
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NOMINAL LUMl/\~IRE H~IGHT
(LUMiNA!RE HEIGHT + SHROUD)
SECURE TOP BANNER BRACKEl l'.1Th ----~<-:.
THROUGH BOLTS AND Sh:M TO LEVEL
.DER MA!WFACTURER'S INSTRUCTIONS
SECURE BOTTOM BANNER BRACl':£.T
\'jlD-I AJJ·~·sTABLE STAINLESS STIEL--\,
BANDS ANO SHll.l TO LEVEL PER
MANL''ACTUR[R'S INSTRUCTIONS '
DCM[ STYLE LED LU~INA:RE --,
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CCI, 120-277V UNIVE~SAL
OR VER. W'.TH FLAT GLASS LENS) '1
sr OCLmlE (OR APPROVED
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FOR MOUNTING ARt-.1 DET,!JLSfSIT
S'DPLAN1173 ;'2'
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REFER TO CIT'( OF
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Io· BASE D!AMETER.
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l',-1Tl, COVER
INSTALL ANCHOR----
BOLT COVERS
(PROViDEO BY POLE
f./,ANUFACTURER)
!_ ________ _
FOR FOU~WATlON DETAILS, SEE n,:5 SHEET-
J,1,/,--------',.a!J,, :::-1 CQN.IIECTION. FOR µouN:ING ARIA 36" , ----------, • 8 -j7 BARS,
EVENLY SPACED *, J DETAILS SEE STD PLAN 117..3
' --,
---~.·~.=.'0 l '0·
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PRESSURE RELE~SE SPR.NGS
WITH PROTECTIVE RWBBER
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I
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DRAIN TUBE THROUGH
GROUT
2" CONDUIT UNLESS -
SfATED OTHERWISE ON
PLANS
ANCHOR 801_ T -----
CEHl:R CONDUIT
IN FOUNDATION
if-15•· DIA BOLT
CIRCLE
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FOUNDATION SECTION
2" CONDUIT UNLESS
STATED OTHER'MSE ON
PLANS
,----GROUND POLE TC
FOUNDATION
vr· CHAl~fER (TYP)
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PAVEMENT
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EXTEND THE CONDUIT
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~ACKFILL
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• DECORATIVE ROADWAY LUMINA:~ES
ARE MOUN"'ID AT o·
• DECORATI',[ PEDESTRIAN LUMINAIRES
ARE M:JUNITD AT 180" HANDHOlES
• ARE MOUNTED AT 180"
• BANNER SUPPORT BRACKETS ARE
MOUNTED AT o·
QRl[NTAT.ON LOCATION
.---I 1/4" DIA HOLE
(TYP)
3/!f" STEEL PLAIT
---aou CIRCLE (DIA
SIZE TO LUMINAIRE
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DIMENSION)
ANCHOR BOLT TEMPLATE DETAIL
TOP 0' FOUNOA ilOfJ
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A~CHOR BOLT ASSEMBLf 'Ob AIL,
POLE ELEVATION FOUNDATION DETAILS
PUBLlC WORKS
DEPARTMENT
ARTERIAL STREET
DECORATIVE ROADWAY LUMINAIRE POLE
DETAILS
STD. PLAN -117_1
,-i'XIS7Jt;C ul,i1TTY FCI'
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l/G flWU,RY SL~VJC[ -r,.o/,'AJ'_f 'l~~)IICL':', C2·~JU~1·
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UTILITY CONTACTS:
-------------
p J'FT 5ci,·1p fr.EF<c, PJWER
BP•D [LKJN -~ocdlei•l'<ir,l~secom
PPO,tC' M.'NAGER
PH'.JHE· 4:0~ -490 :•a9
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ElecCrlcal Consult,rnCs1 Inc.
l\1015 36rh Avenue W•st. 5u"• i,;
Lynnwood. Wa.shingrnr. gR[)3h
PM one (425) 775-1799 F.O.X j425] 774-q670
PROJECT:
Renton Special
Care Community
LOCATION:
17033 108th Ave. SE.
Renton, WA 98055
FOR:
'""'"'""''° '""'"O['ZM''
ELECTRICAL
SITE PLAN
16060
Dac,amber 7th, 2015
E-100
@ AWA.INC
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LUMINAIRE SCHEDULE i
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LUM. POLE • CIRCUIT LOCATION OFFSET LEO LAMP MAST ARM MOW.JT1NG STANDARD
NO. ID. NO. NO. (FEET) WATTAGE (FEET) HGT. (FT.) PLAN #
1 A 108tTH AVE SE 4+11 26.0' RT 60 LED 4 14 117.2
2 35~160 6' /4' 35' /J4'
8 INSTALL NEIGHBORHOOD STREET PEDESTRIAN
LUMINAIRE FIXTURE AND POLE PER STANDARD PLAN
116.1, CONCRETE FOUNDATION, AND ASSOCIATED
JUNCTION BOX PER DETAILS ON SHEET 2 AND 3, AND
LUMINAIRE POLE SCHEDULE.
LEGEND m NEW T-371802
3
4
5
6
7
8
9
10
11
12
13
CONDUIT
'""
A 108tTH A VE SE 3+45 26.0' RT
A 108TH AVE SE 2+51 26.0' RT ~~~/60 6' /4' 35';14'
A 108TI-J AVE SE 1+57 26.0' RT .:,r;-~/6C 6' /4' 35';14'
A SE 172ND ST 10+62 19.5' LT 44 LED NA 14'
A SE 172ND ST 11+72 19.5' RT 44 LED NA 14'
A SE 172ND ST 12+82 19 5' LT 44 LED NA 14'
A 17?Nn ST 13+92 19.5' LT 44 LED NA 14'
A SE 172ND ST 15+02 19.5' LT 44 LED NA 14'
A SE 172ND ST 16+25 19.5' LT 44 LEO NA 14
A SE 172ND ST 17+12 51.5' LT 44 LED NA 14'
A SE 172ND ST 17+67 14.0' RT 44 LED NA 14
A S~ 172N ST 16+82 39.5' RT 44 LED NA 14
TO BE NUMBERED AT TIME OF CONSTRUCTION
WIRING SCHEDULE
CONDUIT
""
CONDUCTORS
2.0· PVC fsa-lEDULE 40H 2-f:· {-,a GREEN
2.0 PVC sa-iEDuLE 80 2-~ t-,S GREEN
2.0" PVC (SCHEDULE <IO)j 2-#8, 1-#8 GREEN
3-/14 PHOTOCELl.
2.0" PVC (SCHEOULE 40)1 PSE PO\'l'ER
IOTES
GAUT/ON;
LOCATION OF EXISTING UTIUTIES SHOWN ,S
APPROXIMATE ANO MAY NOT SE ACCURATE
OR ALL INCLUSl\1£ IT JS THE CONTRACTOR'S
RESPONSIBILITY TO POTHOLE AS REOUIREO
AND FIELD VERJFY LOCATION OF" UTILlilES
PRIOR TQ PROCE:l:;DING 'MTH CONSTRUCTICN.
117.1
117.1
117.1 0
116.1
116.1
116.1
116.1
116.1
116.1 0
116.1
116.1
116. 1
0
0
INSTALL ARTERIAL STREET DECORATIVE PEDESTRIAN
LUMINAIRE FIXTURE AND POLE PER STANDARD PLAN
117.2, CONCRETE FOUNDATION, AND ASSOCIATED
JUNCTION BOX PER DETAILS ON SHEET 2 AND 3, AND
LUMINAIRE POLE SCHEDULE
INSTALL ARTERIAL STREET DECORATIVE RDAD\JAY
LUMINAIRE FIXTURES AND POLE PER STANDARD PLAN
117.l, CONCRETE FOUNDATION, AND ASSOCIATED
JUNCTION BOX PER DETAILS ON SHEET 2 AND 3, AND
LUl-1INAIRE POLE SCl-"EDULE
INSTALL ELECTRICAL SERVICE CABINET # XXX PER
DETAILS ON SHEET 3, LOCATED ON 108TH AVE SE AT
APPROXIMATE STATION 4+00, 26' RT. COORDINATE 'wJTH
PSE FOR SERVICE CONNECTION. LABEL EACK Ot
CDNTACTOR CABINET \./ITH ADDRESS: LOC~TION; USE l'
LETTERS:.
INSTALL TYPE 1 JUNCTION BOX \./ITH CONCRETE PAIJ.
:rt
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LED PEDESTRIAN LUMINAIRE
AND DECORATIVE POLE
LED ROADWAY LUMINAIRE
AND DECORATIVE POLE
PVC CONDUIT (SEE ',\,'IRING SCHEDULE)
TYPE 1 JUNCTION £30)( WITH
CONCRETE PAD
SERVICE CABINET
D WIRE NOiE
0 CONSTRUCTION NOTE
UNDERGROUND UTILITY NOTE:
YOU MUST CALL t-800-424-5555 NOT L£5S TI-IAN 7:Z HOURS
BEFORE BEGINNING EXCAVATION 11.1-1£RE ANY UNDERGROUND
UTILITIES MAY 8£ LOCAT£0. FAILURE TO 00 50 COULJJ MEAN
BEARING SUBSTANTIAL REPAIR COSTS (UP TO THREE TIMES THE
COST OF REPAIRS TO TH£ S£R\1CE).
RECOMMENDED
FOR APPROVAL
30 30 60
~ = " scale feet " "
CHECKED FOR COMPLIANCE
TO CITY STANDARDS
~ ,/)(. d~~A DA.TE ~/f:~j'.".
l:!:i!lfEx
TRAFFIC EXPERTS
11410 NE 1241h St., #590, Kirkland, WA 98034
Phone: 425.512.4118 Fax: 425.522.4311
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T-371803
CAUTJDN:
LOCATION OF EXISTING UT1LIT1ES SHOWN IS
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OR ALL INCLUSIVE. IT IS n-lE CONTRACTOR'S
RESP0NS18luTY TO POTHOLE AS REQUIRED
AND FIE!...D VERIFY LOCATION OF UTlUTIES
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COST OF REPAIRS TO 7H£ SERI/ICE).
RECOMMENDED
FOR APPROVAL
N _________ _
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" CHECKED FOR COMPLIANCE
TO C!TY STANDARDS
~· /'f,&3 l Aj~DATE ~
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BIUICKIIT DETAILS
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DECAi. NUMB=NG eYSTEM
lll'tl. PUii -J21 ,, 1:<:€![!Ex ~ nsPARTMr.t<T I 1/,dN
TRAFFIC EXPERTS
1141D NE 1241h SL,#590, Kirkland, WA98034
Phone: 425.522.4118 Fax: 425.522.4311
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INDIV1DUAL JUNCTION BOX
-Cl.~SS "8' CONCRETE ro aE
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®PUBIJCYlllOOi CONCACT"E PAO DETAILS
DCP.umoC>tr
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EPOXY FIL~ C:Z,''l -11-./LINE SPLICE
WYE SPLICE
SPLICE KIT
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FUSE KIT
NOTES:
All dimensions ore minimum. E,oct coo~gurations vary among different manufacturers.
The noted lid thickeners ow,rcll minimums._ The Diamond Pottem for Type 1 or Type 2
Bo•es shall be 28% minimum of overall th,ckness.
Lid support memb.,rs shall be welded to the lrome.
40DOPSI concrete is ollo01ed if box re,nfcrc"m"nt consists ol 6 X 6 -W3 X W3 weld"d
wire fobric welded to the frame.
When noted in the controcl T:,pe 2 ond Type 3 Bo•n shall be pro~ided with 12" deep
extension boxes
When 11oted 1n the contract Ti'P" 2 Bo,es shall be provided with a 10' X 27 1/2" 10
gage d1v1der plate complete ,.;th fasteners.
Non-concrete Ba,es mcy be submi\\ed for o:,pro'l<ll. ('l<lluotion will include en H-20
Load Test.
JUNCTION BOX DIMENSION T,o.BLE
ITEM
~· Box i).ilside lon~th
Bo< C...lside Width
Do• ln91de Lon~th
B<>• Inside Wid1h
Lid Len~th
Lid Width
Box D,rth
Lid & Frtm0 • Wdl Thantss Iii,
Wire ~eilf.Jrcement
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Steel -A781i
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LEGEND DETAIL (w"'" cl
SIGNALS
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TRAFFIC EXPERTS
11410 NE 124th St, #690, Kirl<land, WA 96034
Phore: 425.522.4118 Fax: 425.522.4311 >-,f->¥
T-371804
RECOMMENDED
FOR APPROVAL
~----------
~
FUSE KIT & SPLICE KIT DETAILS JUNCTION BOX DETAILS CHECKED FOR COMPLIANCE
TO CITY STANDARDS e ADOPTED =~--·-= Jan:· 11/5/;e
REVlSION iar@PRtj DWG NAME· JR-12
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Standard plans
1ST DATE: 11/89
DWG. NAME: JR-36 SP PAGE: J016
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HGT. (FT.) PLAN (I
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CONSTRUCTION NOTES
(i) INSTALL NEIGHBORHOOD STREET PEDESTRIAN
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UNDERGROUND UTILITY NOTE:
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11410 NE 124th St, #590, Kirkland, WA 98034
Phone: 425.522.4118 Fax: 425.522.4311
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TRAFFIC EXPERTS
11410 NE 124th Sl, #590, Kirl<land, WA 911D34
Phone: 425.522.4118 Fax: 425.522.4311
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INDl'v1DUAL JUNCTION BOX
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400CPSI concrete b ollo,..ed if bo• rell11orcemeot consists o( 6 X 6 -WJ X W3 •olded
wire fabric "'•lded to th• frame
TRAFFIC EXPERTS
11410 NE 124th SL, #590, Kirkland, WA 98-034
INLINE SPLJCE
czy FILL} .. Wher, n<:>ted In the contract T:,p• 2 and Type J Bcxes sholl be provided with 12· deep
extension boxes.
Yiheri noted rl the contract. T)'lle 2 B0u11 !lholl be proYided ,.;th a 10' X 27 1;2• 10
9"9" dividftr plole complete with fasteners.
Pirone: 425.522.4118 Fax: 425.522.4311 >-111-1'1 WYE SPLICE
SPLICE KIT
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..UNCTION aox DIMENSION TABLE
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ITEM t,U TtRIALS
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' RentOilE)
NOTICE OF APPLICATION AND PROPOSED DETERMINATION OF
NON-SIGNIFICANCE (DNS)
A Master Application has been filed and accepted with the Department of Community & Economic Development
(CED) -Planning Division of the City of Renton. The following briefly describes the application and the necessary
Public Approvals.
DATE OF NOTICE OF APPLICATION: February 2, 2017
LAND USE NUMBER: LUA17-000023, ECF, SA-A, CU-H
PROJECT NAME: Cottages Special Care Community
PROJECT DESCRIPTION: The applicant is requesting Hearing Examiner Conditional Use Permit Review,
Environmental (SEPA) Review, and Site Plan Review for the construction of a 60 bed memory care facility with three
4,747 square foot residential cottages (each with 20 beds) and one 2,778 square foot cottage for administrative/service
uses. The project site is comprised of two lots totaling 65,761 square feet and is zoned Residential-14 (R-14). All
proposed buildings are one story with a maximum height of 22 feet 2 inches. There are two driveway access points, one
off of 108th Ave SE and the other off SE 172nd Street, which connect via a driveway along the north and west property
lines. The applicant is proposing 26 surface parking space and associated landscaping along the north and west property
lines {abutting existing residential development) as well as within the site. Frontage improvements are proposed along
the site's SE 172nd Street and 18oth Ave SE frontages. No critical areas are mapped on the project site.
PROJECT LOCATION: 17033 108th Ave SE, Renton, WA 98055
OPTIONAL DETERMINATION OF NON-SIGNIFICANCE (DNS): As the lead Agency, the City of Renton has determined that
significant environmental impacts are unlikely to result from the proposed project. Therefore, as permitted under the
RCW 43.21C.110, the City of Renton is using the Optional DNS process to give notice that a DNS is likely to be issued.
Comment periods for the project and the proposed DNS are integrated into a single comment period. There will be no
comment period following the issuance of the Threshold Determination of Non-Significance (DNS). This may be the only
opportunity to comment on the environmental impacts of the proposal. A 14-day appeal period will follow the issuance
of the DNS.
PERMIT APPLICATION DATE:
NOTICE OF COMPLETE APPLICATION:
APPLICANT/PROJECT CONTACT PERSON:
Permits/Review Requested:
Other Permits which may be required:
Requested Studies:
Location where application may
be reviewed:
January 19, 2017
February 2, 2017
Kevin Carl/ Magnet Design & Development/ 163115th Ave Suite #211/
Seattle, WA 98119/ 206-nB-4726/ kevin@magnet-dd.com
Environmental (SEPA) Review, Conditional Use Permit, Site Plan
Review
Building Permit, Construction Permit, Fire Permit
Drainage Report, Geotechnical Report, Landscape Analysis, Parking
Analysis
Department of Community & Economic Development (CED) -Planning
Division, Sixth Floor Renton City Hall, 1055 South Grady Way, Renton,
WA 98057
If you would like to be made a party of record to receive further information on this proposed project, complete this
form and return to: City of Renton, CED -Planning Division, 1055 So. Grady Way, Renton, WA 98057.
Name/File No.: Cottages Special Care Community/ LUA17-000023, ECF, SA-A, CU-H
NAME:
MAILING ADDRESS: _________________ City/State/Zip:------------
TELEPHONE NO.: ---------------
PUBLIC HEARING:
CONSISTENCY OVERVIEW:
Zoning/Land Use:
Environmental Documents that
Evaluate the Proposed Project:
Development Regulations
Used For Project Mitigation:
Public hearing is tentatively scheduled for, April 18, 2017 before the Renton
Hearing Examiner in Renton Council Chambers at 11:00 am on the 7th floor of
Renton City Hall located at 1055 South Grady Way.
The subject site is designated RHO on the City of Renton Comprehensive Land
Use Map and R-14 on the City's Zoning Map.
Environmental (SEPA) Checklist
•
The project will be subject to the City's SEPA ordinance, RMC 4-Z-llOA
Residential Development Standards, RMC 4-4-070 Landscaping Regulations,
RMC 4-4-080 Parking Regulations1 RMC 4-9-030 Conditional Use Permit and
RMC 4-9-200 Master Plan and Site Plan Review and other applicable codes and
regulations as appropriate.
Comments on the above application must be submitted in writing to Jill Ding, Senior Planner, CED -Planning Division,
1055 South Grady Way, Renton, WA 98057, by 5:00 PM on February 17, 2017. This matter is also tentatively
scheduled for a public hearing on April 18, 2017, at 11:00 am, Council Chambers, Seventh Floor, Renton City Hall, 1055
South Grady Way, Renton. If you are interested in attending the hearing, please contact the Planning Division to ensure
that the hearing has not been rescheduled at (425) 430-6578. Following the issuance of the SEPA Determination, you
may still appear at the hearing and present your comments regarding the proposal before the Hearing Examiner. If you
have questions about this proposal, or wish to be made a party of record and receive additional information by mail,
please contact the project manager. Anyone who submits written comments will automatically become a party of
record and will be notified of any decision on this project.
CONTACT PERSON: Jill Ding, Senior Planner; Tel: {425) 430-6598; Eml:
jding@rentonwa.gov
PLEASE INCLUDE THE PROJECT NUMBER WHEN CALLING FOR PROPER FILE IDENTIFICATION
---------Renton 8
,
City of Renton m·,c Development -& Econo Community Way
1055 South Grady 3232
Renton WA 98057-
0 0270
870 ·ctent
Current Res, SE
06th Ave
17022 1 WA 98055
Renton,
1\: XI i:
RentOilE)
NOTICE OF APPLICATION AND PROPOSED DETERMINATION OF
NON-SIGNIFICANCE (DNS)
A Master Application has been filed and accepted with the Department of Community & Economic Development
{CED) -Planning Division of the City of Renton. The following briefly describes the application and the necessary
Public Approvals.
DATE OF NOTICE OF APPLICATION:
LAND USE NUMBER:
PROJECT NAME:
February 2, 2017
LUA17-000023, ECF, SA-A, CU-H
Cottages Special Care Community
PROJECT DESCRIPTION: The applicant is requesting Hearing Examiner Conditional Use Permit Review,
Environmental (SEPA) Review, and Site Plan Review for the construction of a 60 bed memory care facility with three
4,747 square foot residential cottages {each with 20 beds) and one 2,778 square foot cottage for administrative/service
uses. The project site is comprised of two lots totaling 65,761 square feet and is zoned Residential-14 (R-14). All
proposed buildings are one story with a maximum height of 22 feet 2 inches. There are two driveway access points, one
off of 108th Ave SE and the other off SE 172nd Street, which connect via a driveway along the north and west property
lines. The applicant is proposing 26 surface parking space and associated landscaping along the north and west property
lines (abutting existing residential development) as well as within the site. Frontage improvements are proposed along
the site's SE 172nd Street and 180th Ave SE frontages. No critical areas are mapped on the project site.
PROJECT LOCATION: 17033 108th Ave SE, Renton, WA 98055
OPTIONAL DETERMINATION OF NON-SIGNIFICANCE (DNS): As the Lead Agency, the City of Renton has determined that
significant environmental impacts are unlikely to result from the proposed project. Therefore, as permitted under the
RCW 43.21C.110, the City of Renton is using the Optional DNS process to give notice that a DNS is likely to be issued.
Comment periods for the project and the proposed DNS are integrated into a single comment period. There will be no
comment period following the issuance of the Threshold Determination of Non-Significance (DNS). This may be the only
opportunity to comment on the environmental impacts of the proposal. A 14-day appeal period will follow the issuance
of the DNS.
PERMIT APPLICATION DATE:
NOTICE OF COMPLETE APPLICATION:
APPLICANT/PROJECT CONTACT PERSON:
Permits/Review Requested:
Other Permits which may be required:
Requested Studies:
Location where application may
be reviewed:
January 19, 2017
February 2, 2017
Kevin Carl/ Magnet Design & Development/ 163115th Ave Suite #211/
Seattle, WA 98119/ 206-778-4726/ kevin@magnet-dd.com
Environmental (SEPA) Review, Conditional Use Permit, Site Plan
Review
Building Permit, Construction Permit, Fire Permit
Drainage Report, Geotechnical Report, Landscape Analysis, Parking
Analysis
Department of Community & Economic Development (CED) -Planning
Division, Sixth Floor Renton City Hall, 1055 South Grady Way, Renton,
WA 980S7
If you would like to be made a party of record to receive further information on this proposed project, complete this
form and return to: City of Renton, CED -Planning Division, 1055 So. Grady Way, Renton, WA 98057.
Name/File No.: Cottages Special Care Community/ LUA17-000023, ECF, SA-A, CU-H
NAME:
MAILING ADDRESS: _________________ City/State/Zip:------------
TELEPHONE NO.: ----------------
PUBLIC HEARING:
CONSISTENCY OVERVIEW:
Zoning/Land Use:
Environmental Documents that
Evaluate the Proposed Project:
Development Regulations
Used For Project Mitigation:
Public hearing is tentatively scheduled for, April 18, 2017 before the Renton
Hearing Examiner in Renton Council Chambers at 11:00 am on the 7th floor of
Renton City Hall located at 1055 South Grady Way.
The subject site is designated RHO on the City of Renton Comprehensive Land
Use Map and R-14 on the City's Zoning Map.
Environmental (SEPA) Checklist
The project will be subject to the City's SEPA ordinance, RMC 4-2-llOA
Residential Development Standards, RMC 4~70 Landscaping Regulations,
RMC 4-4-080 Parking Regulations, RMC 4-9--030 Conditional Use Permit and
RMC 4--9-200 Master Plan and Site Plan Review and other applicable codes and
regulations as appropriate.
Comments on the above application must be submitted in writing to Jill Ding, Senior Planner, CED -Planning Division,
1055 South Grady Way, Renton, WA 98057, by 5:00 PM on February 17, 2017. This matter is also tentatively
scheduled for a public hearing en April 18, 2017, at 11:00 am, Council Chambers, Seventh Floor, Renton City Hall, 1055
South Grady Way, Renton. If you are interested in attending the hearing, please contact the Planning Division to ensure
that the hearing has not been rescheduled at {425) 4:30-6578. Following the issuance of the 5EPA Determination, you
may still appear at the hearing and present your comments regarding the proposal before the Hearing Examiner. If you
have questions about this proposal, or wish to be made a party of record and receive additional information by mail,
please contact the project manager. Anyone who submits written comments will automatically become a party of
record and will be notified of any decision on this project.
CONTACT PERSON: Jill Ding, Senior Planner; Tel: (425) 430-6598; Eml:
jding@rentonwa.gov
PLEASE INCLUDE THE PROJECT NUMBER WHEN CALLING FOR PROPER FILE IDENTIFICATION
-----~Rentoil e
City of Renton
Community & Economic Development
1055 South Grady Way
Renton WA 98057-3232
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2923059009
Current Resident
10615 SE 172nd St APT 202
Renton, WA 98055
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R'.entOil®
NOTICE OF APPLICATION AND PROPOSED DETERMINATION OF
NON-SIGNIFICANCE (DNS)
A Master Application has been filed and accepted with the Department of Community & Economic Development
(CED) -Planning Division of the City of Renton. The following briefly describes the application and the necessary
Public Approvals.
DATE OF NOTICE OF APPLICATION:
LAND USE NUMBER:
PROJECT NAME:
February 2, 2017
LUA17-000023, ECF, SA-A, CU-H
Cottages Special Care Community
PROJECT DESCRIPTION: The applicant is requesting Hearing Examiner Conditional Use Permit Review,
Environmental (SEPA) Review, and Site Plan Review for the construction of a 60 bed memory care facility with three
4,747 square foot residential cottages (each with 20 beds) and one 2,778 square foot cottage for administrative/service
uses. The project site is comprised of two lots totaling 65,761 square feet and is zoned Residential-14 (R-14). All
proposed buildings are one story with a maximum height of 22 feet 2 inches. There are two driveway access points, one
off of 108th Ave SE and the other off SE 172nd Street, which connect via a driveway along the north and west property
lines. The applicant is proposing 26 surface parking space and associated landscaping along the north and west property
lines (abutting existing residential development) as well as within the site. Frontage improvements are proposed along
the site's SE 172nd Street and 180th Ave SE frontages. No critical areas are mapped on the project site.
PROJECT LOCATION: 17033 108th Ave SE, Renton, WA 98055
OPTIONAL DETERMINATION OF NON-SIGNIFICANCE (DNS): As the Lead Agency, the City of Renton has determined that
significant environmental impacts are unlikely to result from the proposed project. Therefore, as permitted under the
RCW 43.21C.110, the City of Renton is using the Optional DNS process to give notice that a DNS is likely to be issued.
Comment periods for the project and the proposed DNS are integrated into a single comment period. There will be no
comment period following the issuance of the Threshold Determination of Non-Significance {DNS). This may be the only
opportunity to comment on the environmental impacts of the proposal. A 14-day appeal period will follow the issuance
of the DNS.
PERMIT APPLICATION DATE:
NOTICE OF COMPLETE APPLICATION:
APPLICANT/PROJECT CONTACT PERSON:
Permits/Review Requested:
Other Permits which may be required:
Requested Studies:
Location where application may
be reviewed:
January 19, 2017
February 2, 2017
Kevin Carl/ Magnet Design & Development/ 163115th Ave Suite #211/
Seattle, WA 98119/ 206-778-4726/ kevin@magnet-dd.com
Environmental (SEPA) Review, Conditional Use Permit, Site Plan
Review
Building Permit, Construction Permit, Fire Permit
Drainage Report, Geotechnical Report, Landscape Analysis, Parking
Analysis
Department of Community & Economic Development (CED) -Planning
Division, Sixth Floor Renton City Hall, 1055 South Grady Way, Renton,
WA 98057
If you would like to be made a party of record to receive further information on this proposed project, complete this
form and return to: City of Renton, CED -Planning Division, 1055 So. Grady Way, Renton, WA 98057.
Name/File No.: Cottages Specfal Care Community/ LUAl 7-000023, ECF, SA-A, CU-H
NAME:--------------------------------------
MAILING ADDRESS: ________________ City/State/Zip:-----------
TELEPHONE NO.: ----------------
PUBLIC HEARING:
CONSISTENCY OVERVIEW:
Zoning/Land Use:
Environmental Documents that
Evaluate the Proposed Project:
Development Regulations
Used For Project Mitigation:
Public hearing is tentatively scheduled for, April 18, 2017 before the Renton
Hearing Examiner in Renton Council Chambers at 11:00 am on the 7th floor of
Renton City Hall located at 1055 South Grady Way.
The subject site is designated RHO on the City of Renton Comprehensive Land
Use Map and R-14 on the City's Zoning Map.
Environmental (SEPA) Checklist
The project will be subject to the City's SEPA ordinance, RMC 4-2-llOA
Residential Development Standards, RMC 4-4-070 Landscaping Regulatlons1
RMC 4-4-080 Parking Regulations, RMC 4-9-030 Conditional Use Permit and
RMC 4-9-200 Master Plan and Site Plan Review and other applicable codes and
regulations as appropriate.
Comments on the above application must be submitted in writing to Jill Ding, Senior Planner, CED -Planning Division,
lOSS South Grady Way, Renton, WA 98057, by 5:00 PM on February 17, 2017. This matter Is also tentatively
scheduled for a public hearing on April 18, 2017, at 11:00 am, Council Chambers, Seventh Floor, Renton City Hall, 1055
South Grady Way, Renton. If you are interested in attending the hearing, please contact the Planning Division to ensure
that the hearing has not been rescheduled at (425) 430-6578. Following the issuance of the SEPA Determination, you
may still appear at the hearing and present your comments regarding the proposal before the Hearing Examiner. lf you
have questions about this proposal, or wish to be made a party of record and receive additional information by mail,
please contact the project manager. Anyone who submits written comments will automatically become a party of
record and will be notified of any decision on this project.
CONTACT PERSON: Jill Ding, Senior Planner; Tel: (425} 430-6598; Eml:
jding@rentonwa.gov
I PLEASE INCLUDE THE PROJECT NUMBER WHEN CALLING FOR PROPER FILE IDENTIFICATION
---------Renton®
...
City of Renton
Community & Economic Development
1055 South Grady Way
Renton WA 98057-3232
3809000000
STEVENS KRISTIN L
10817 SE 172ND ST #7-D
RENTON, WA 98055
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Denis Law
Mayor
Community & Economic Development Department
C.E. "Chip" Vincent, Administrator
mm1mum required pavement width of 20-feet for emergency
vehicle access. Applicant shall provide a minimum of 26-feet of
paved roadway to provide 20-feet for emergency vehicle access as
well as to maintain the existing parking along the frontage of the
property to the south of the development.
2. ADA access ramps shall be installed at all street crossings. Ramps shall be
shown at each intersection. Ramps shall be oriented to provide direct
pedestrian crossings.
a. The proposed ADA ramp showing at the corner of SE 172nd Street
and 108'h Ave SE shall be revised to include dual curb ramps; one
ramp to face east and one ramp to face south.
3. The proposed development fronts 10gth Ave SE (SR-515) along the east
property lines. 10gth Ave SE is classified as a Minor Arterial Road. Existing
right-of-way width in 10gth Ave SE is approximately 60 feet. 108'h Ave SE
(SR-515) is classified as Principal Arterial. Minimum right-of-way for this
street designation is 91 ft. To meet City's complete street standards, street
improvements including a pavement width of 54-feet, a 0.5-foot curb, an
8-foot planting strip behind the curb, an 8-foot sidewalk, street trees and
street lighting will be required. To build this street section, dedication of
15.5-feet of right-of-way fronting the site will be required.
a. The frontage improvements along 108'h Ave SE shall include a 5-ft
bike lane as outlined in the Renton Trails and Bicycles Master Plan.
At this time, your project has been placed "on hold" pending receipt of the requested
information. Please contact me at (425) 430-6598 if you have any questions.
Sincerely,
c?~ -,v,: ;??u
Jill Ding
Senior Planner
cc: Renton Special Care Community/ Owner(s)
George & Frances Subic / Owner{s}
Margery Subic / Owner
Sylvia Jean Coppock/ Party of Record
Jerald & Ana Miller/ Parties of Record
LUA 17-000023
Page 2
February 27, 2017
Kevin Carl
Magnet Design+Development
1631 lS'h Avenue, Suite 211
Seattle, WA 98119
SUBJECT: "On Hold" Notice
Community & Economic Development Department
C.E. "Chip"Vincent, Administrator
Renton Special Care Community/ LUA17-000023, CU-H, SA-A, ECF
Dear Mr. Carl,
The Planning Division of the City of Renton accepted the above master application for
review on February 2, 2017. During our review, staff has determined that additional
information is necessary in order to proceed further.
The following information will need to be submitted before May 29, 2017 so that we may
continue the review of the above subject application:
• Please provide 5 full sized copies, 1 reduced copy (8 Y," x 11"), and an electronic
copy of a revised site plan, landscape plan, generalized utility plan, grading plan,
and preliminary drainage plan. The revised plans shall address the following
comments:
1. The Proposed development fronts SE 172nd Street to the South. SE 172nd
Street is a commercial mixed use and industrial access street. Existing
right-of-way (ROW) width is approximately 60 feet. To meet the City's
complete street standards for commercial missed use and industrial access
streets, minimum ROW is 69 feet. Dedication of 4.5 feet of ROW fronting
the site will be required. Half-street frontage improvements are required
to be provided on the side of the street fronting the development.
Frontage improvements would include an 8-foot parking lane, a 0.5 foot
wide curb and gutter, an 8-foot wide landscaped planter, a 6-foot wide
sidewalk, street lighting, and storm water improvements.
a. The proposed frontage improvements along SE 172nd Street shown
on the civil plans submitted by the applicant does not provide the
LUA! 7-000023
Page 1
Community & Economic
DevelopmentDepartment Renton®
1055 South Grady Way
Renton WA 98057-3232
Svlvia Jean Coppock
10812 SE 172nd St
Renton, WA 980555966
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Denis Law Mayor
April 10, 2017 Community & Economic Development C. E. "Chip" Vincent, Administrator
Kevin Carl
Magnet Design+Development
1631151h Avenue W, Suite 211
Seattle, WA 98119
SUBJECT: "Off Hold" Notice
Renton Special Care Community/ LUA17-000023, CU-H, SA-A, ECF
Dear Mr. Carl,
Thank you for submitting the additional materials requested in the February 27, 2017 letter
from the City. Your project has been taken off hold and the City will continue review of the
Renton Special Care Community.
The Renton Special Care Community has been rescheduled for ERC on May 1, 2017 and is
tentatively scheduled to go before the Hearing Examiner on June 13, 2017 at 12:00 p.m. If you
have any questions, please contact me at (425) 430-6598.
Sincerely,
:f!:::cPo
Senior Planner
cc: Renton Special Care Community/ Owner{s)
George & Frances Subic / Owner(s}
Margery Subic / Owner
Parties of Record
1055 South Grady Way, Renton, WA 98057, rentonwa.gov
Community & Economic
Development Department
1055 South Grady Way
Renton WA 98057-3232
r)J~iID~@Iffi ~)
Svlvia Jean Coppock
10812 SE 172nd St
Renton. WA 980555966
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City of Renton
Community & Economic Development
1055 South Grady Way
Renton WA 98057-3232
:,.:.•..:·,.·
George & Frances Subic
17022 106th Ave SE
Renton. WA 98055-5431
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CITV Of RENTON
PLANNl'IG DI\IISION
DATE:
TO:
04/07/2017
City of Renton
Attn: Jill Ding
ITEMS ENCLOSED:
[2:1 Plans
D Documents
Doc# QTY
01 5
02 5
03 5
04 5
05 5
06 1
-
---
-
--·-· -
---
COMMENTS:
I
!
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From: Daniel E. Westley, PE
CC:
Email:
D Reports
D Copies
DATE
4/7/2017
4/7/2017
4/7/2017
4/7/2017
4/7/2017
4/7/2017
--·--·-
--
JOB#: 16-137
LDC!
PROJECT: Renton Special Care Community
LUA17-000023, CU-H, SA-A, ECF
[2:1 CDs/Flash Drive
D Other:
DESCRIPTION
Site Plan
Landscape Plan
-
Generalized Utility Plan
Grading Plan
Preliminary Drainage Plan
--·---
CD containing electronic copies
-
I ,I :
Received By:
Date:
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