HomeMy WebLinkAboutContract CAG-12-002
� TERM SHEET
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THIS TERM SHEET DATED THE 7 DAY OF ,��-is by and among
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the City of Renton, a municipal corporation of the State of Washington ("Renton"), the King
County Rural Library District d/b/a King County Library System, a Washington rural
library district ("KCLS") the Renton Housing Authority, a public corporation of the State of
Washington (the "Authorit�') and Colpitts Development Company, LLC, a Washington limited
liability company(the "Developer")(together, the "Parties").
Recitals
A. The Parties desire to develop the first phase ("Phase I") of a larger, multi-phased,
mixed use project that ultimately will encompass approximately 11.56 acres in Renton,
Washington, on property currently owned by the Authority as shown on the attached
Exhibit A (the "Site"). When all phases of the contemplated project are completed, the
Site will provide replacement housing for existing affordable housing owned by the '
Authority, the development of market rate housing, a public library, retail space, parking, �
roadways, sidewalks and a public park as envisioned in the drawing attached hereto as
E�chibit B.
B. Phase I will be developed on a separate legal lot consisting of approximateiy .91
acres (the "Phase I Site"). The north and east sector of the Phase 1 Site will contain the
library, approximately 112 units of market rate multifamily rental housing, approximately
3200 square feet of retail space and approximately 242 stalls of parking as depicted in the
drawings attached hereto as Exhibit C and further described below (the "Phase I
Improvements"). The Phase I Improvements will be developed as part of a mixed-use
condominium consisting of the "Apartment Unit" and the "Library Unit" as further
described in Section 2 below.
C. The Parties anticipate entering into a series of agreements to facilitate the
development of the Site. There will be agreements for the purchase and sale of the Phase
I Site; development agreements for the development of the parking garage and podium
for the two mixed-use condominium buildings to be constructed on top of the parking
garage as part of the Phase I Improvements, including approximately 112 units of
market-rate multifamily rental housing, parking and retail space to be constructed by the
Developer as part of the Apartment Unit; a condominium declaration for the Phase I Site;
a purchase and sale agreement for the sale of the Library Unit to KCLS; and other
ancillary documents (together, the Agreements") providing for the sale of the Phase I Site
and subsequent development and construction of the Phase I Improvements on the Phase
I Site. The Parties intend for the Agreements to contain provisions sufficient to assure the I
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respective performance of the Parties in accordance with their terms, in addition to being I�
legally binding on the Parties. The Developer may designate a separate limited liability I!
company to execute the Agreements, subject to the approval of the Parties.
D. Renton and KCLS previously entered into an Interlocal Agreement (the
"Interlocal AgreemenY') dated July 11, 2011. That agreement memorialized Renton's
and KCLS's agreement to work together to develop a library on a portion of the Site.
E. The Parties will publicly announce their intent to enter into the Agreements upon I
the execution of this Term Sheet. The Parties agree to negotiate in good faith to reach
agreement on the terms and conditions to be set forth in the Agreements within the time
frame set forth below to accomplish the purposes of this Term Sheet.
TERMS
1. Term.
l.l The Parties agree to negotiate the terms and conditions to be set forth in
the Agreements in good faith.
I.2 In the event the Parties are unable to agree on the terms of the Agreements
on or before June 15, 2012, all obligations of the Parties under this Term Sheet
shall automatically terminate unless the Parties mutually agree otherwise in
writing.
1.3 If the Parties agree on all of the terms of the agreements and execute the
agreements on or before June 15, 2012, the Agreements shall commence on their
respective effective dates and shall remain in effect until such time as they may be
ternunated in accordance with their terms or by mutual agreement of the parties to
such Agreements.
1.4 In the event the Agreements are not executed on or before June 15, 2012,
Renton reserves the right to acquire the Site from the Authority at a price
deternuned between Renton and the Authority for development independent of
any understandings set forth in this Term Sheet.
2. Development Plan.
2.1 The Authority will sell to the Developer the Phase I Site as required for
the Phase I Improvements at fair market value as determined between the
Authority and the Developer.
2.2 The Phase I Site shall constitute a separate legal lot and shall consist of
approximately .91 acres of land located at approximately the location depicted on
Exhibit A, provided, however that the precise boundaries of the Phase I Site shall
be adjusted as may be necessary to construct the Phase I Improvements thereon in
� compliance with all applicable legal requirements.
2.3 The Developer, in coordination with Renton and KCLS, will design.and
then construct the parking garage and podium consistent with final plans
approved by KCLS containing not less than 60 parking stalls for exclusive KCLS
use.
2.4 The Developer will also ensure that the parking garage is designed to
support the construction of the proposed 15,000 square foot public library and the
multifamily apartment building with approximately 112 units thereon. The.
Developer will also design, develop and construct all site work, required
landscaping, street and frontage improvements and utilities to serve the Phase I
Improvements and any mitigation required by the pernutting jurisdiction as a
condition to issuance of permits necessary to construct the Phase I Improvements
(the"Pha.se I Initial Work").
2.4.1 The Developer shall have sole responsibility for all costs
associated with the design, development, construction and financing of the
Phase I Initial Work.
2.4.2 Although the Phase I Initial Work is not intended to be a public
work and compliance with the provisions of RCW 39.04 (Public Works)
and 39.12 RCW (Prevailing wages on public works) is not required, the
Developer shall require that all contractors and subcontractors employed
. on that portion of the Phase I In�tial Work that will constitute a part of the
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Library Unit to pay applicable prevailing wages in accordance with state
law.
2.4.3 Upon completion of the Phase I Initial Work, the Developer shall
cause a condominium declaration to be recorded with respect to the Phase
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I Site including the proposed Phase I Improvements.
2.4.4 The Parties anticipate that the Phase I condominium will consist of
a minimum of two units.
2.4.4.1 One unit will consist of the Library Unit which will include
a building to be built by KCLS containing the library and a minimum of
60 parking stalls located on the upper level of the parking garage as part of
the Library Unit and rights to use of additional street Ievel parking
described in Section 3.1 below.
2.4.4.2 The other unit will consist of the Apartment Unit which
will include the remainder of the parking stalls located in the parking
garage, a building containing approximately 112 units of market rate
multifamily rental housing and related retail space (the "Apartment
Proj ect").
2.4.5 The boundaries of each condominium unit, including common
elements and limited common elements for each unit and the form and
substance of the condominium declaration must be acceptable to KCLS.
2.4.6 The library building and the Apartment Proj ect to be constructed
on top of the parking garage as part of the Phase I Improvements shall be
designed to function independently and shall be designed to minimize
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common elements. The form of the condominium declaration shall be
agreed upon by the Parties and attached as an exhibit to the development
agreement.
2.5. Within its library development budget, Renton will provide funds to
acquire the Library Unit (and thereafter construct the library building within the
Library Unit) for a purchase price to be agreed upon by the parties to the purchase
and development agreement for the Library Unit.
2.5.1 Either Renton or KCLS will purchase the Library Unit
upon completion of the Phase I Initial Work, recording of the
Condominium Declaration and associated survey map and plans and
satisfaction of other conditions precedent to be set forth in tYie purchase �
agreement between Developer and Renton/KCLS.
2.6 Within its library development budget, Renton will provide funds to
KCLS with which to design, permit and construct a library within the Library
Unit.
2.6.1 KCLS will design, pernut, construct and operate the library
in accordance with state law, KCLS Policy, and the Interlocal, and any
future agreements between Renton and KCLS.
2.7 The Developer will, at its sole cost and expense, design, develop; permit,
finance, construct and operate the Apartment Project and lease the related retail ,
space within the Aparhnent Unit. , II
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2.8 Renton will sell and the Authority will buy property commonly known as
Sunset Court Park at a price to be determined between Renton and the Authority.
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2.9 The obligations of the Parties as outlined in this section 2 to sell, purchase
and develop the Phase I Site shall be subject to a number of conditions precedent
to be set forth in the Agreements including, but not limited to the following:
2.9.1 The parties agree on final building designs for the Phase I
Initial Work, the Apartment Project and the public library;
2.9.2 The parties have agreed upon the purchase price for the
Library Unit following completion of the Phase I Initial Work;
2.93 The Developer has obtained all permits necessary to
construct the Phase I Initial Work and the Apartment Project, and
KCLS has obtained all pernuts necessary to construct the library
within the Library Unit;
2.9.4 The parties have approved the condominium declaration for
the Phase I Improvements;
2.9.5 The Developer has secured all debt and equity financing
required to construct the Phase I Initial Work and the Apartment
Project; and
2.9.6 Such other preconditions, currently undeternuned but to be
set forth in the Agreements, which will ensure the successful and
timely development of the Phase I Improvements.
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2.10 Prior to the execution of the Agreements, the Parties will bear their
respective predevelopment costs. The predevelopment costs incurred by
KCLS will be subject to reimbursement by Renton as part of its library
development budget in accordance with the Interlocal Agreement. KCLS
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has agreed fo provide certain furniture, fixtures and equipment ("FF&E")
for the new facility . The Parties have agreed to pay the fees and
expenses of their respective attorneys, architects and other consultants;
provided that the architectural and other consultants' fees and expenses
(other than certain legal fees) incurred by KCLS are reimbursable by
Renton to KCLS as part of its library development budget.
3. Size and Scale Commitments.
3.1 KCLS will construct a library facility of up to 15,000 square feet within
the Library Unit. The Library Unit will include dedicated parking within
the parking garage structure with appropriate access to the library entry of
approximately 60 stalls.
3.1.1 The limitation on the building size for the library and related
structured parking, permitting and mitigation expenses payable by KCLS
for the Library Unit is the funding available from Renton.
3.1.2 In addition KCLS requires non-exclusive access to approximately
four (4) on-street parking stalls which can be available within short
accessible walking distance to the library facility entry including 2 van
accessible ADA compliant stalls and 2 short time parking stalls for access
to KCLS's materials self check-in system.
3.2 The Developer will construct approximately 112 units of market rate
multifamily rental housing within the Apartment Unit.
3.2.1 The multifamily rental housing and retail uses require dedicated
parking within the parking garage structure with appropriaie access to the
housing of 181 stalls which will be part of the Apartment Unit.
3.2.2 In addition the Developer will construct approximately3200 square
feet of rental retail space within the Aparhnent Unit as part of the
Apartment Project.
3.2.3 The Developer agrees that such retail space shall be limited to uses
compatible with a public library which restrictions shall be agreed upon
and set forth in the condominium declaration for the Phase I
Improvements.
3.3 Any required on-site and off-site infrastructure improvements including
improvements to Sunset Lane will be considered part of the Phase I
Improvements, and any Renton contribution thereto and, therefore, any
KCLS purchase obligation for the Library Unit will be limited to Renton's
library development budget.
4. Announcement and Preparation of Agreements.
4.1 Following execution of this Term Sheet the Parties will publicly announce
their intention to enter into the Agreements.
4.2 The Parties will thereafter negotiate in good faith the terms of the
Agreements with the goal of executing the Agreements no later than June 15,
2012 or earlier with the goal of ineeting the proposed time line for
implementation of the Agreements as set forth in Exhibit D attached hereto.
5. Permittin�.
5.1 The Developer shall be responsible at its sole cost and expense, in '
consultation and cooperation with KCLS, to obtain all permits required by the
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City of Renton for the development of the Phase I Initial Work, and KCLS shall
provide reasonable review and comments: to assist in completing the Pernut
Required Documentation with the exception of property/real estate, related
documents. I�'
5.2 Notwithstanding the City being a party to this Term Sheet the City of
Renton is not bound or limited in any manner by this or any other agreement
when exercising its police power authority to review and issue permits upon
application by the Developer.
6. Statement of Intent.
6.1 This summary of terms does not include all essential terms of the proposed
transaction between the Parties and is not intended to be, nor shall it be construed
or considered to be, a binding agreement or obligation on the part of any party
hereto.
6.2 Rather, this agreement is intended to set forth an outline of certain terms
and conditions from which the definitive agreements will be drafted by the Parties
for review and further negotiation.
6.3 In particular, it is recognized that additional investigations and
negotiations may bring to light new facts and questions which would call for
changes in the transaction.
7. Acknowled�ement of Process and Approvals.
7,� The F'ar[i��s �cl�nowled�e and a�i-ee that additioiaaJ }irocess �nd apprar�als
.nG�;oti,tiorr ai�ci rmpleT�ientatian of tlie�i�r��ne�its;
� i»eludi'n� v�fhot�t lit7�i[����ion S�i�c Ia�ti�i�-oi�;nental ?'olicy Ac1�. ree�iew, r��il,�lic
heaz•ings, appz�c���a) �y th� IJnited States Department af Hausi:�� �nd Urban
Developrneni, approva� hy th�. C.`ity�c�f��enfon und�x iis zc�ning code,and approval �
by tlie i•especfive legislati��e k�odies of ti�e CitS' oF Rei:toil, th.e Authorit�{ and the
Libi�ary aud the Developer's m:znbers andlor 1��anagei:s, and authori�ea
represent�iki��es thereof.
I�1 Wj'I�IESS \'�?1�EREOI', the undersiga�e�i hnve ex�cuted this "Tern7 Shee#as c�f�le dafe
�rst<�i�o��e xa�it��n.
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KIl`rG CQL�1T'Y RI.JRl�L LIBRARY
SYS1'E�Q d1k�/a KING COUi�'TY LIBRf11�Y Cefpitts Development C�n�pany,L.L,C
SYSTE��t
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