HomeMy WebLinkAboutCommittee of the Whole - 05 Aug 2019 - Agenda - Pdf
CITY OF RENTON
AGENDA Committee of the Whole Meeting
5:00 PM - Monday, August 5, 2019
Conferencing Center, 7th Floor, City Hall – 1055 S. Grady Way
1. Council Vacancy Policy and Procedure
a) RCW 42.12.070 - Filling Non-partisan Vacancies
b) Policy 800-10, Filling Council Vacancies
2. 200 Mill Ave Update
a) Original Presentation
b) Development Agreement (updated 080219)
3. Rental Registration Program Funding/Enforcement
a) Presentation
4. Short-term Rentals Update
a) Presentation
5. PSE Energize Eastside Update
a) Presentation
6. Emerging Issues
RCW RCW 42.12.07042.12.070
Filling nonpartisan vacancies.Filling nonpartisan vacancies.
A vacancy on an elected nonpartisan governing body of a special purpose district where propertyA vacancy on an elected nonpartisan governing body of a special purpose district where property
ownership is not a qualification to vote, a town, or a city other than a first-class city or a charter code city,ownership is not a qualification to vote, a town, or a city other than a first-class city or a charter code city,
shall be filled as follows unless the provisions of law relating to the special district, town, or city provideshall be filled as follows unless the provisions of law relating to the special district, town, or city provide
otherwise:otherwise:
(1) Where one position is vacant, the remaining members of the governing body shall appoint a(1) Where one position is vacant, the remaining members of the governing body shall appoint a
qualified person to fill the vacant position.qualified person to fill the vacant position.
(2) Where two or more positions are vacant and two or more members of the governing body(2) Where two or more positions are vacant and two or more members of the governing body
remain in office, the remaining members of the governing body shall appoint a qualified person to fill oneremain in office, the remaining members of the governing body shall appoint a qualified person to fill one
of the vacant positions, the remaining members of the governing body and the newly appointed personof the vacant positions, the remaining members of the governing body and the newly appointed person
shall appoint another qualified person to fill another vacant position, and so on until each of the vacantshall appoint another qualified person to fill another vacant position, and so on until each of the vacant
positions is filled with each of the new appointees participating in each appointment that is made after hispositions is filled with each of the new appointees participating in each appointment that is made after his
or her appointment.or her appointment.
(3) If less than two members of a governing body remain in office, the county legislative authority(3) If less than two members of a governing body remain in office, the county legislative authority
of the county in which all or the largest geographic portion of the city, town, or special district is locatedof the county in which all or the largest geographic portion of the city, town, or special district is located
shall appoint a qualified person or persons to the governing body until the governing body has twoshall appoint a qualified person or persons to the governing body until the governing body has two
members.members.
(4) If a governing body fails to appoint a qualified person to fill a vacancy within ninety days of the(4) If a governing body fails to appoint a qualified person to fill a vacancy within ninety days of the
occurrence of the vacancy, the authority of the governing body to fill the vacancy shall cease and theoccurrence of the vacancy, the authority of the governing body to fill the vacancy shall cease and the
county legislative authority of the county in which all or the largest geographic portion of the city, town, orcounty legislative authority of the county in which all or the largest geographic portion of the city, town, or
special district is located shall appoint a qualified person to fill the vacancy.special district is located shall appoint a qualified person to fill the vacancy.
(5) If the county legislative authority of the county fails to appoint a qualified person within one(5) If the county legislative authority of the county fails to appoint a qualified person within one
hundred eighty days of the occurrence of the vacancy, the county legislative authority or the remaininghundred eighty days of the occurrence of the vacancy, the county legislative authority or the remaining
members of the governing body of the city, town, or special district may petition the governor to appoint amembers of the governing body of the city, town, or special district may petition the governor to appoint a
qualified person to fill the vacancy. The governor may appoint a qualified person to fill the vacancy afterqualified person to fill the vacancy. The governor may appoint a qualified person to fill the vacancy after
being petitioned if at the time the governor fills the vacancy the county legislative authority has notbeing petitioned if at the time the governor fills the vacancy the county legislative authority has not
appointed a qualified person to fill the vacancy.appointed a qualified person to fill the vacancy.
(6) As provided in chapter (6) As provided in chapter 29A.2429A.24 RCW, each person who is appointed shall serve until a RCW, each person who is appointed shall serve until a
qualified person is elected at the next election at which a member of the governing body normally wouldqualified person is elected at the next election at which a member of the governing body normally would
be elected. The person elected shall take office immediately and serve the remainder of the unexpiredbe elected. The person elected shall take office immediately and serve the remainder of the unexpired
term.term.
[ [ 2013 c 11 § 89;2013 c 11 § 89; 2011 c 349 § 28;2011 c 349 § 28; 1994 c 223 § 1.1994 c 223 § 1.]]
NOTES:NOTES:
Effective dateEffective date——2011 c 349 §§ 10-12, 27, 28, and 30:2011 c 349 §§ 10-12, 27, 28, and 30: See note following RCW See note following RCW 29A.24.17129A.24.171..
AGENDA ITEM #1. a)
POLICY & PROCEDURE
Subject:
FILLING COUNCIL VACANCIES
Index: LEGISLATIVE
Number: 800‐10
Effective Date:
12/10/2018
Supersedes:
11/16/2015
Page:
1 of 5
Staff Contact:
CAO
Approved By:
Resolution #4363 on
12/10/2018
1.0 PURPOSE:
To establish policy and procedures for filling a Council vacancy that is consistent with
State law.
2.0 ORGANIZATIONS AFFECTED:
City Councilmembers
3.0 REFERENCES:
RCW 42.12
RCW 42.30
RCW 35A.12
4.0 POLICY:
4.1 A Council position shall be officially declared vacant upon resignation, recall,
forfeiture, or death of a Councilmember, or for any other reason provided in
RCW 42.12.
4.2 The Council, by majority vote, shall appoint a qualified person to fill the vacancy
in the Council.
4.2.1 The appointee shall serve on the Council until such time as a person is
elected and certified to fill the vacancy for the remainder of the
unexpired term at the next regular municipal election.
4.3 Candidates for a Council vacancy must:
4.3.1 Be a registered voter of the City of Renton.
AGENDA ITEM #1. b)
FILLING COUNCIL VACANCIES
p. 2
4.3.2 Have residency within the corporate limits of Renton at least one year
immediately prior to consideration for the vacancy.
4.4 A person shall be considered for filling the vacancy by submitting a letter of
interest by the specified date and time. Additional materials outlining the
person’s interests and qualifications may also be submitted.
4.4.1 Candidates’ submitted materials shall be made available in the City Clerk
Division for inspection by the public.
4.4.2 Candidates may submit letter of support with the letters of interest.
4.5 The City Clerk shall arrange for all announcements, interviews, and meetings
pertaining to a Council vacancy to be made public by publishing a notice in a
local newspaper of general circulation. Notice shall also be provided to each local
radio and/or television station that has a request to be notified on file with the
City. Notice of any special meetings shall be publicized 24 hours prior to the
scheduled meeting and must specify the time, place, and purpose of the
meeting. The requirements above do not preclude the continuation of a
publicized meeting to a time certain.
4.6 Interviews of selected candidates desiring to fill the vacant Council position shall
be conducted in a meeting open to the public in Council Chambers during a
regularly scheduled Committee of the Whole meeting. Minutes of the meeting
must be kept in order to meet the requirements of the Open Public Meetings
Act.
5.0 DEFINITIONS:
N/A
6.0 PROCEDURES:
6.1 If, for any reason, a vacancy in the Council occurs, the Mayor shall officially
acknowledge the vacancy at the next regularly scheduled Council meeting. If a
resignation, forfeiture or recall of a Council position occurs during a meeting,
official acknowledgment of the vacancy by the Mayor may take place in the
same meeting. Correspondence shall be logged into four categories:
AGENDA ITEM #1. b)
FILLING COUNCIL VACANCIES
p. 3
6.1.1 After officially acknowledging a vacancy on Council, the Mayor shall
request and encourage all qualified persons who desire to be appointed
to the vacant position to submit a letter of interest to the City Clerk. The
Mayor shall also indicate that additional materials outlining the person’s
interests and qualifications, and letters of support from individuals or
organizations, may also be submitted.
6.1.2 Within two weeks of the acknowledgment of the vacancy, the remaining
Councilmembers shall, at a Council meeting, 1) establish the date and
time by which letters and information must be submitted to the City
Clerk, and 2) establish a date and time for the Committee of the Whole to
review the submitted materials.
6.1.3 The day immediately following the Council meeting in which the Council
establishes a schedule for the submission of applications and review of
materials submitted, the City Clerk shall provide proper notice to local
media that:
a) Advertises the vacancy;
b) Requests qualified persons desiring to be appointed to the vacant
position submit letters of interest and supporting materials;
c) Lists the requirements and deadlines candidates must meet in
order to be considered for the vacancy; and
d) Provides notice of when the Committee of the Whole will review
the materials submitted.
6.1.4 The City Clerk shall prepare a packet for each Councilmember and the
Mayor consisting of candidates’ submitted materials.
6.1.5 After receiving the packets, the Committee of the Whole shall meet in a
meeting open to the public in order to review and debate the
qualifications of the candidates, with no public testimony to be taken.
6.1.6 At the next regular Council meeting following completion of review and
debate of candidate materials, Council shall select by majority vote either
a candidate as the new Councilmember, or a slate of candidates to be
interviewed at the next Committee of the Whole meeting. If a new
candidate is selected, the City Clerk shall notify the candidates that a
selection has been made and the interview process is canceled. If a new
Councilmember has been selected under the process described in this
subsection, then the rest of the policy is inapplicable.
6.1.7 If Council selects candidates to interview, the City Clerk shall personally
notify each candidate of the date, time, and place of the interviews.
AGENDA ITEM #1. b)
FILLING COUNCIL VACANCIES
p. 4
6.2 Each candidate will be interviewed at a Committee of the Whole meeting to be
held in the Council Chambers.
6.2.1 Each candidate will be asked one question per Councilmember in
attendance at the meeting.
6.2.2 A set of preselected questions, approved by Council, will be asked of each
candidate. Each candidate must respond to the same set of questions.
6.2.3 Candidates’ order of appearance at the interview shall be pre‐
determined by Council.
6.2.4 The Council President may limit the length of each candidate’s interview
to 30 minutes if the number of candidates exceeds six (6).
6.2.5 Upon completion of all interviews, Councilmembers may discuss the
qualifications of the candidates.
6.3 After completion of the interviews and discussion during the Committee of the
Whole meeting, the Council President shall, at the immediately following regular
Council meeting, call for nominations to fill the vacancy from the slate of
candidates interviewed.
6.3.1 Nominations shall be made beginning with the Council President and in
order of roll call for the month.
6.3.2 Balloting is done by roll call vote as outlined in Section 6.3.1. No secret
ballot is permitted.
a) Balloting will continue until a nominee receives a majority of four
votes.
b) At any time during the balloting process, Council may postpone
balloting until the next regularly scheduled Council meeting if a
majority vote is not reached.
6.3.3 All interviews, discussion, nominations, and votes taken by the Council
shall be conducted during a regular meeting.
6.3.4 The nominee receiving the majority vote is declared the new
Councilmember and shall be sworn in by the City Clerk or other
designated official at the next regularly scheduled Council meeting.
6.3.5 If Council does not elect a new Councilmember within 90 days of the
acknowledged vacancy an impasse shall be declared. In the case of an
AGENDA ITEM #1. b)
FILLING COUNCIL VACANCIES
p. 5
impasse, the Council President shall submit a request, which shall include
the list of nominees, to the King County Council to fill the vacancy. The
King County Council shall have 180 days to fill the vacancy from the date
it was officially acknowledged.
AGENDA ITEM #1. b)
200 MILL AVENUE
Committee of the Whole
July 1, 2019 AGENDA ITEM #2. a)
BACKGROUND
AGENDA ITEM #2. a)
RFI/RFP PROCESS
AGENDA ITEM #2. a)
CITY OBJECTIVES
•Return an underutilized site to private use that consistent with the goals of the
adopted Civic Core Plan
•Provide enhanced access, visibility, and connections to surrounding civic,
natural, and cultural amenities and Downtown business District
•Achieve superior 360-degree building and site design that does not turn its
back on surrounding uses AGENDA ITEM #2. a)
CITY OBJECTIVES
•Maximize site’s appeal, bringing more intensive round-the-clock activity and
energy to the area
•Retain parking for public library
•Provide public benefits & amenities that enhance the nature and character of
site and surrounding uses and exceeds the City’s minimum standards
•Provide fair market return to the city in the disposition of its property AGENDA ITEM #2. a)
COSMOS DEVELOPMENT
AGENDA ITEM #2. a)
PROPOSED PROJECT
AGENDA ITEM #2. a)
PROJECT DESIGN
AGENDA ITEM #2. a)
PROJECT DESIGN
AGENDA ITEM #2. a)
PROJECT DESIGN
AGENDA ITEM #2. a)
PURCHASE OFFER
•Total Investment: $7,300,000
•$2,000,000 to the City for the purchase of the New Mixed Use Parcel
•$500,000 released to the City at closing (8/1/2022)
•$500,000 held for potential overage on demo/abatement costs
•$1,000,000 held until completion of required municipal improvements
•$5,300,000 investment by Cosmos for the demolition of the existing office building
and construction of public plaza on New River Front Parcel in pursuit of their own
interests and in consideration for the City providing an easement to do so.AGENDA ITEM #2. a)
PROJECT SCHEDULE
•August 15, 2019
•City and Cosmos execute Real Estate Disposition and Development Agreement
•July 31, 2020
•Cosmos submits all phases of project to City for land use entitlement
•July 31, 2021
•Final master plans approved AGENDA ITEM #2. a)
PROJECT SCHEDULE
•January 4, 2022
•Phase 1 and 2 construction documents submitted to City
•Phase 3 TBD
•July 31, 2022
•Permits issued for construction
•August1, 2022
•construction begins AGENDA ITEM #2. a)
BENEFITS TO THE CITY
AGENDA ITEM #2. a)
BENEFITS TO THE CITY
AGENDA ITEM #2. a)
BENEFITS TO THE CITY
AGENDA ITEM #2. a)
RECOMMENDED NEXT STEPS
AGENDA ITEM #2. a)
MOVING FORWARD
•Staff recommends Committee of the Whole refer this item to the August 5th
Regular Council Meeting for deliberation.
•Further, staff recommends Council approve the terms of the Real Estate
Disposition and Development Agreement for 200 Mill Avenue and authorize
Mayor Law to sign the agreement.
•Upon execution of the agreement, the City will work with the Library and
rooftop tenants to coordinate interests with a goal of resolution in 90 days.AGENDA ITEM #2. a)
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REAL ESTATE DISPOSITION AND DEVELOPMENT AGREEMENT
Between
CITY OF RENTON
("Seller")
and
COSMOS INTERNATIONAL CORP.
("Buyer")
Dated and Effective
as of
July ___, 2019
AGENDA ITEM #2. b)
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TABLE OF CONTENTS
i
TABLE OF CONTENTS
Page
1. Definitions .............................................................................................................................. 2
2. Agreement To Purchase and Sell; Purchase Price; Deposit; Independent Consideration ............... 5
2.1 Agreement to Purchase and Sell ....................................................................................... 5
2.2 Purchase Price and Payment ............................................................................................ 5
2.3 Deposit ........................................................................................................................... 6
3. Buyer's Feasibility Period and Investigations ............................................................................. 6
3.1 Delivery of Due Diligence Materials to Buyer; Feasibility Period ......................................... 6
3.2 Feasibility Contingency; Notice to Proceed ........................................................................ 6
3.3 Buyer's Entry and Inspection Rights ................................................................................. 6
4. Title Report; Title Insurance Policy ........................................................................................... 7
4.1 Title Report and Survey ................................................................................................... 7
4.2 Policy of Title Insurance ................................................................................................... 8
5. Conditions Precedent to Buyer's and Seller's Obligations ............................................................ 8
5.1 Conditions to Buyer's Obligations ..................................................................................... 8
5.2 Conditions to Seller's Obligations ...................................................................................... 9
6. Covenants Pending Closing; Project Milestones ......................................................................... 9
6.1 Buyer’s Covenants ........................................................................................................... 9
6.2 Seller’s Covenants ......................................................................................................... 10
6.3 Project Milestones ......................................................................................................... 11
7. The Closing Date and the Closing ........................................................................................... 12
7.1 The Closing and the Closing Date ................................................................................... 12
7.2 Extension of Closing Date .............................................................................................. 12
7.3 Seller's Obligations at the Closing ................................................................................... 12
7.4 Buyer's Obligations at the Closing .................................................................................. 12
8. Representations and Warranties ............................................................................................. 12
8.1 Representations and Warranties of Seller ....................................................................... 12
8.2 Representations and Warranties of Buyer ....................................................................... 13
9. Breach of Agreement ............................................................................................................. 14
9.1 Breach by Seller ............................................................................................................ 14
9.2 Breach by Buyer ............................................................................................................ 14
9.3 Failure to Close for Reasons Not a Breach ...................................................................... 14
10. Closing Costs; Prorations ....................................................................................................... 14
10.1 Closing Costs ................................................................................................................. 14
10.2 Prorations ..................................................................................................................... 15
11. Brokerage Commissions ......................................................................................................... 15
12. Reserved .............................................................................................................................. 15
13. Assignment ........................................................................................................................... 15
14. Miscellaneous ........................................................................................................................ 15
14.1 Binding Effect ................................................................................................................ 15
14.2 Entire Agreement .......................................................................................................... 15
AGENDA ITEM #2. b)
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TABLE OF CONTENTS
ii
14.3 No Third Party Beneficiaries ........................................................................................... 15
14.4 References .................................................................................................................... 15
14.5 Notices .......................................................................................................................... 16
14.6 No Partnership .............................................................................................................. 16
14.7 Counterparts ................................................................................................................. 16
14.8 Choice of Law; Venue .................................................................................................... 17
14.9 Severability ................................................................................................................... 17
14.10 Time of Essence ............................................................................................................ 17
14.11 Attorneys' Fees .............................................................................................................. 17
14.12 Waiver 17
SCHEDULES:
1A. Description of Land
1B. Conceptual Plans
2. Depiction of Site; NMUP and NRFP
3. Due Diligence Materials List
4. NRFP Easement Outline of Agreed Terms/Provisions
5. Development Agreement Provisions
6. Fundamental Permit Criteria
AGENDA ITEM #2. b)
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REAL ESTATE DISPOSITION AND DEVELOPMENT AGREEMENT
[200 Mill Avenue]
THIS REAL ESTATE DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is
entered into by and between THE CITY OF RENTON, a Washington municipal corporation ("Seller" or
“City”), and COSMOS INTERNATIONAL CORP., a Washington corporation ("Buyer"). The following
Recitals incorporate the definitions set forth in Section 1 of this Agreement for convenience and brevity.
RECITALS:
A. Seller owns real property described on Schedule 1 annexed hereto and referred to in this Agreement
as the Site. The Site is depicted on Schedule 2 annexed hereto. The Site borders the Cedar River, comprises
Tax Parcel Nos. 000720-0010 and 000720-0050, and includes approximately 3.79 acres of land.
B. The Site is currently improved with (i) an office building containing approximately 56,848 square feet
of space, referred to herein as the Existing Office Building or EOB and (ii) surface parking improvements
servicing the EOB and the Library Building that is located on property owned by Seller that is adjacent to the
Site and constructed over the Cedar River.
C. In 2017, Seller issued a request for proposal (defined below as the “RFP”), soliciting private proposals
to redevelop the Site in a manner consistent with the goals and objectives of Seller identified in the RFP. The
RFP followed an earlier request for proposals process undertaken for the same purpose that was initiated in
2016 and that failed to yield a successful development agreement.
D. Buyer (or an affiliate of Buyer) responded to the RFP. Buyer subsequently, in support of Buyer’s
response, submitted the Initial Design to Seller on or about January 3, 2018. The Initial Design contemplates
a phased redevelopment of the Site consisting of Phase 1, Phase 2 and Phase 3.
E. Following an administrative review process, Seller selected Buyer’s proposal over the other
proposal(s) submitted in response to the RFP. On February 12, 2018, the Renton City Council authorized
administrative staff to undertake negotiations with Buyer to implement the redevelopment of the Site.
F. Subsequent thereto, Seller and Buyer have worked together to share information and the results of
further investigations and studies, identify issues and considerations of mutual concern, develop budgets, and
refine the Initial Design, all culminating in the Conceptual Plans.
G. The Conceptual Plans contemplate demolition of the EOB and construction of public improvements
along the Cedar River that will mitigate the environmental impacts of the Project.
H. In general, the Conceptual Plans also contemplate (i) a lot line adjustment reconfiguring the 2 existing
parcels comprising the Site into parcels denominated as the New Mixed Use Parcel (NMUP) and the New
Riverfront Parcel (NRFP) as depicted in the Conceptual Plans; (ii) the conveyance of a fee interest in the
NMUP by Seller to Buyer upon which 3 buildings and related improvements will be constructed; and (iii) the
conveyance of temporary and permanent easements to Buyer to permit the (a) use of and ultimate demolition
of the EOB and (b) construction, installation and maintenance of improvements by Buyer on the NRFP for use
and enjoyment by the public and Buyer.
I. Seller and Buyer desire to formalize their agreements regarding the foregoing and other related
commitments and are entering into this Agreement for that purpose.
AGENDA ITEM #2. b)
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NOW, THEREFORE, in consideration of the foregoing, together with other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1. Definitions. Capitalized terms used in this Agreement and not otherwise defined shall have the
meanings set forth in this Section.
“Affiliate” means, with respect to any Person, any other Person that is controlled by, controls, or is under
common control with such first Person, as the case may be. For purposes of this definition, the term "control"
means (a) direct or indirect ownership of fifty percent (50%) or more of the voting interest in the entity in
question, or fifty percent (50%) or more interest in the income of the entity in question; provided, however,
that if local law requires a minimum percentage of local ownership of greater than fifty percent (50%), control
will be established by direct or indirect beneficial ownership of one hundred percent (100%) of the maximum
ownership percentage that may, under such local Law, be owned by foreign interests, or (b) possession,
directly or indirectly, of the power to direct or cause the direction of management or policies of the entity in
question (whether through ownership of securities or other ownership interests, by contract or otherwise).
“Business Day” means a day that is not a Saturday, Sunday, City of Renton, Washington State or federal
holiday.
“Closing” is defined in Section 7.1.
“Closing Date” means August 1, 2022, or such earlier date as may be agreed upon by Seller and Buyer, as
the same may be extended pursuant to Section 7.2.
"Conceptual Plans” means the depictions, drawings and other printed information attached to this
Agreement as Schedule 1B. The Conceptual Plans are provisional in nature and meant to act as background
for negotiating the Final Master Plans and Fundamental Agreements. Neither Party is bound to specific details
of the Conceptual Plans (e.g. number and size of units or parking spaces) except as may be further negotiated
in the Fundamental Agreements or Final Master Plans.
“Custodian” is defined in Schedule 4.
“Demolition Contingency Fund” is defined in Section 2.2.3.
“Demolition Fund” means One Million Dollars ($1,000,000.00), comprising a portion of the Riverfront Plaza
Development Fund, which is earmarked for the planning, design and removal costs incurred in demolishing
the EOB under the NRFP Easement.
“Deposit” is defined in Section 2.3.
“Development Agreement” means an agreement establishing development standards for the Project with
vesting periods negotiated by the Parties and approved pursuant to RCW 36.70B.170-210. It is contemplated
that the Development Agreement will incorporate the items listed on Schedule 5 annexed to this Agreement.
"Due Diligence Materials" means the written materials pertaining to the Site described on the Due
Diligence Materials List. The terms “Service Contracts”, “Rent Roll” and “Environmental Reports” as
used in this Agreement refer to the items delivered by Seller to Buyer under the corresponding categories of
the Due Diligence List.
"Due Diligence Materials List" means the list annexed hereto as Schedule 3.
"Effective Date" means the date upon which the last of Seller and Buyer has executed this Agreement and
all ratifications or approvals required of Seller have been obtained.
AGENDA ITEM #2. b)
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"Environmental Law(s)" means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.
C. Sections 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., the Hazardous
Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq.,
the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499 and 99-563; the occupational
Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq.; the Clear Air Act, as amended, 42 U.S.C.
7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.; the Safe Drinking
Water Act, as amended, 42 U.S.C. § 201 et seq.; as said laws have been supplemented or amended to date,
the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule,
regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup,
transportation or Release or threatened Release into the environment of Hazardous Material.
"Escrow Company" means the Title Company acting in its capacity as escrow agent.
"Existing Office Building”, or “EOB”, means the building commonly known as “Old Renton City Hall”,
located on the Site, containing approximately 56,848 square feet of space, and depicted on Schedule 2.
"Feasibility Period" means the ninety (90) day period commencing on the Effective Date.
“Final Master Plans” means the plans and specifications for all improvements to the Site to be constructed
and installed by Buyer, including the improvements to the NRFP, in form (i) approved by Seller and Buyer
and (ii) sufficient to submit for building/construction permit application(s), including all modifications, revisions
and amendments that are approved by Seller and Buyer.
“Fundamental Agreements” means, collectively, the (i) NRFP Easement, (ii) Development Agreement,
and (iii) Reciprocal Easement Agreement.
“Fundamental Permit Criteria” means the incorporation or inclusion, in the Development Agreement
and/or permits issued for the improvements contemplated by the Final Master Plans, of the items and
conditions described on Schedule 6 annexed hereto.
"Hazardous Materials" means any substance which is (i) designated, defined, classified or regulated as a
hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any
Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon,
including crude oil or any fraction thereof and all petroleum products, (iii) PCB's, (iv) lead, (v) asbestos, (vi)
flammable explosives, (vii) infectious materials or (viii) radioactive materials.
“Initial Design” means the written materials submitted by Buyer to Seller on or about January 3, 2018
representing Buyer’s proposal for the redevelopment of the Site.
“LBA” means a lot boundary adjustment, lot line adjustment, or other similar procedure for segregation
causing the Site to consist of two (2) legal lots for subdivision purposes comprising the NMUP and NRFP
having the configurations and dimensions depicted on Schedule 2.
“Library” means the King County Rural Library District, d/b/a the King County Library System, a rural library
district.
“Library Building” means the building situate on property adjacent to the Site and constructed over the
Cedar River, as depicted on Schedule 2 annexed hereto.
“Library Lease Amendment” has the meaning set forth in Section 6.1.5.
AGENDA ITEM #2. b)
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“New Mixed Use Parcel”, or “NMUP”, means the portion of the Site containing approximately 92,370
square feet of land depicted as the NMUP on Schedule 2.
“New Riverfront Parcel”, or “NRFP”, means the portion of the Site containing approximately 74,721
square feet of land depicted as the NRFP on Schedule 2.
“Notice to Proceed” is defined in Section 3.2.
"NRFP Easement" means an agreement or agreements between Buyer (or an Affiliate of Buyer) and Seller
pursuant to which Buyer is granted the right and undertakes the obligation to enter the NRFP for the purpose
of managing the EOB, demolishing the EOB, and improving the NRFP in accordance with the Final Master
Plans. The NRFP Easement will define the parties’ respective obligations to maintain the NRFP following
completion of the improvements to be constructed and installed on the NRFP, and will grant Buyer the
exclusive right to use the NRFP and the right to exclude members of the public from using the NRFP during
certain time periods to be specified in the NRFP Easement. Without limiting the scope and content of the
NRFP Easement, a list of items previously agreed upon by Seller and Buyer is attached hereto as Schedule 4.
"Permitted Encumbrances" means (i) the lien for current real property taxes not yet delinquent by non-
payment, and (ii) the exceptions approved in writing by Buyer pursuant to Section 4.1.2.
"Person" means any individual, corporation, partnership, association, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.
“Phase 1” means the construction and installation of the podium and above and below ground parking
serving the NMUP, Building A, and Building B, all as more fully set forth and described in the Conceptual
Plans.
“Phase 2” means the demolition of the EOB and the construction and installation of the improvements to
the NRFP, all as more fully set forth and described in the Conceptual Plans.
“Phase 3” means the construction and installation of Building C, all as more fully set forth and described in
the Conceptual Plans.
“Project” means the entirety of Buyer’s development of the Site, as generally contemplated in the Conceptual
Plans and ultimately to be more specifically agreed to in the Final Master Plans, including Phases 1, 2 and 3.
"Project Leases" means all of the leases, licenses and occupancy agreements affecting the Site. The Project
Leases existing on the Effective Date are identified on the Due Diligence Materials List.
“Project Milestone” is defined in Section 6.3.
"Project Tenants" means the tenants, licensees and occupants under the Project Leases.
"Property" means the NMUP following the recordation of the LBA.
“Reciprocal Easement Agreement” or “REA” means an easement agreement binding on the NMUP
and NRFP that establishes easements, covenants and conditions (i) burdening the NMUP for the benefit of
the NRFP and the users thereof permitting vehicular and pedestrian access to the NRFP (including the
Library), establishing parking rights to be determined (including parking rights in the parking area(s)
constructed on the NMUP that may be licensed by the owner of the NRFP to the Library in substitution of
parking for the Library that is displaced by the Project), and permitting the installation or maintenance of
utilities serving the NRFP, and (ii) burdening the NRFP for the benefit of the NMUP and the users thereof
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permitting pedestrian and vehicular access, ingress and egress and permitting the installation, maintenance
and relocation of utilities serving the NMUP.
"Release" means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching,
dumping or disposing into the environment of any Hazardous Material (including the abandonment or
discarding of barrels, containers, and other receptacles containing any Hazardous Material).
"Rent Roll" means the rent roll for the Site identified on the Due Diligence Materials List.
“Required Municipal Improvements” means the Seller’s completion of (i) planned improvements to
the existing municipal storm water line from Second Avenue to the Cedar River, relocating such line within
the Site so as to avoid conflict with the Final Master Plans, (ii) planned improvements to the existing
municipal sewer line serving the Library, EOB, NMUP and NRFP, updating/improving and relocating such
line within the Site so as to avoid conflict with the Final Master Plans, and (iii) planned improvements to
install a new 12” municipal water line (with fire hydrants) in Mill Ave S from the existing 12” municipal
water line at 2nd and Mill to an existing 24” municipal water line at Houser and Mill to provide domestic use
and fire protection to the NMUP and NRFP.
"RFP" means the Request for Proposals issued by the City of Renton titled “200 Mill Avenue Former City Hall”
with a January 3, 2018 response date deadline.
“Riverfront Plaza Development Fund” means an amount equal to Five Million Three Hundred Thousand
Dollars ($5,300,000.00), which includes One Million Dollars ($1,000,000.00) earmarked as the Demolition
Fund.
“RMI Security Fund” is defined in Section 2.2.2.
"Service Contracts" means the service and other contracts affecting the Site identified on the Due Diligence
Materials List.
“Site” means the land described on Schedule 1A, together with all improvements, rights and appurtenances
pertaining to such land.
“Survey” is defined in Section 6.2.7.
"Title Company" means a title company to be mutually agreed by the Parties.
“Wireless Facility Lease Amendments” has the meaning set forth in Section 6.1.6.
2. Agreement To Purchase and Sell; Purchase Price; Deposit; Independent Consideration.
2.1 Agreement to Purchase and Sell. Seller agrees to sell the Property to Buyer, and Buyer
agrees to purchase the Property from Seller, subject to the terms and conditions contained herein.
2.2 Purchase Price and Payment. The purchase price for the Property (the "Purchase
Price") is Two Million Dollars ($2,000,000.00). The Purchase Price shall be delivered to the Escrow Company
at Closing in cash or by wire transfer of funds and shall be disbursed as follows:
2.2.1 At Closing to Seller. Five Hundred Thousand Dollars ($500,000.00) shall be
released to the Seller at Closing, less amounts credited against the Purchase Price at Closing on account of
the Deposit.
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2.2.2 RMI Security Fund. One Million Dollars ($1,000,000.00) shall be disbursed by the
Escrow Company to the Custodian under the NRFP Easement, to be held by the Custodian and released to
the Seller at such time as the Required Municipal Improvements are completed by the City of Renton, subject
to the terms of the NRFP Easement (“RMI Security Fund”).
2.2.3 Demolition Contingency Fund. Five Hundred Thousand Dollars ($500,000.00)
shall be disbursed by the Escrow Company to the Custodian under the NRFP Easement, to be held by the
Custodian pending the completion of the demolition of the EOB by Buyer (“Demolition Contingency
Fund”). Funds held in the Demolition Contingency Fund shall be held to pay for costs of demolition of the
EOB in excess of the Demolition Fund in accordance with the terms of the NRFP Easement, with any remaining
funds disbursed by the Custodian to Seller promptly following a final reconciliation of costs incurred in the
demolition of the EOB.
2.3 Deposit. Within two (2) business days of (i) the Execution Date, Buyer shall deposit with
the Escrow Company the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "First
Deposit") and (ii) the satisfaction of Project Milestone Nos. 1-7 set forth in Section 6.3 of this Agreement,
Buyer shall deposit with the Escrow Company the sum of One Hundred Thousand and No/100 Dollars
($100,000.00) (the "Second Deposit"). The term “Deposit”, as used in this Agreement, means the First
Deposit prior to the time Buyer deposits the Second Deposit, and means the First Deposit and Second Deposit
after Buyer has deposited the Second Deposit with the Escrow Company.
2.3.1 Release of Deposit to Seller in Installments. The Escrow Company shall
disburse One Hundred Thousand Dollars ($100,000) of the Deposit to Seller upon Buyer’s delivery to Seller
of the Notice to Proceed. Thereafter, the Escrow Company shall disburse the sum of Fifty Thousand Dollars
($50,000.00) to Seller from the Deposit on the first business day of each of May 2020, November 2020, May
2021, November 2021, and May 2022.
2.3.2 Deposit Applicable to Purchase Price. The entirety of the Deposit, including all
interest accrued thereon, if any, shall be applicable to the Purchase Price at Closing. No interest shall be
deemed to accrue on amounts released to Seller pursuant to Section 2.3.1 subsequent to the date of
disbursement to Seller.
3. Buyer's Feasibility Period and Investigations.
3.1 Delivery of Due Diligence Materials to Buyer; Feasibility Period. Seller shall deliver
the Due Diligence Materials to Buyer within five (5) days of the date this Agreement is executed by Seller.
3.2 Feasibility Contingency; Notice to Proceed. Buyer's obligations under this Agreement
are conditioned on Buyer's satisfaction with Buyer's review of the Property and assessment of the feasibility
of the Project during the Feasibility Period, including, without limitation, Buyer's review of the Due Diligence
Materials and the conduct of such inspections as Buyer may deem appropriate. Unless, prior to the expiration
of the Feasibility Period (as the same may be extended by Seller and Buyer), Buyer delivers written notice to
Seller stating that Buyer is proceeding with the transaction as described herein ("Notice to Proceed"), this
Agreement shall automatically terminate, the Escrow Company shall return the First Deposit to Buyer, and
neither party shall have any further obligation to the other except as specifically provided for herein.
3.3 Buyer's Entry and Inspection Rights.
3.3.1 General. Buyer and its agents and representatives shall be entitled to enter upon
the Site for inspection and examination during the term of this Agreement at reasonable times, provided that
such inspection shall be conducted during normal business hours or at such other times as is reasonable and
necessary to conduct the inspection and shall not unreasonably interfere with the normal business of Project
Tenants. Buyer shall provide Seller with at least one (1) business day prior notice (which notice can be given
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via electronic mail or telephone) of its desire to enter upon the Site for inspection and/or testing that has the
potential for disturbing the day-to-day operations of the Site; provided, however, the failure of Seller or its
agents or employee's failure to be present at any designated time shall not result in delay of such inspections
and testings so long as Seller has been provided with reasonable opportunity to attend the same. Seller may
be present at any such inspections or testings. Prior to conducting any inspections or testing and upon Seller's
request, Buyer or its consultants shall deliver to Seller a certificate of insurance naming Seller as an additional
named insured (on a primary, non-contributing basis) evidencing commercial general liability and property
damage insurance with limits of not less than Five Million Dollars ($5,000,000) in the aggregate for liability
coverage, and not less than Five Million Dollars ($5,000,000) in the aggregate for property damage. Nothing
in this subsection authorizes Buyer to disturb any Project Tenant in such a manner as would violate the terms
of the Project Lease to which such Project Tenant is a party.
3.3.2 Seller Commissioned Environmental Testing. All environmental studies and
hazardous building materials survey(s) pertaining to the Site in the possession of Seller are listed on the Due
Diligence Materials List. Subject to Section 3.3.3, Buyer may, at Buyer’s discretion, undertake such further
studies, tests and surveys to confirm the results of the above reports and studies commissioned by Seller.
3.3.3 Invasive Entries. Buyer shall not be permitted to undertake any air sampling or
any intrusive or destructive testing of the Site or Site Improvements (collectively, “Invasive Tests"), without
in each instance first obtaining Seller's prior written consent thereto, which consent shall not be unreasonably
withheld, conditioned or delayed. Buyer shall restore the Site and Site Improvements to their original
condition (to the best of Buyer's ability and as close as reasonably possible to the original condition)
immediately after any and all testing and inspections conducted by or on behalf of Buyer. Buyer hereby
indemnifies and holds Seller harmless from any and all costs, loss, damages or expenses of any kind or nature
arising out of or resulting from any entry and/or activities upon the Site by Buyer and/or Buyer's agents,
employees, contractors or consultants; provided, however, such indemnification obligation shall not be
applicable to Buyer's mere discovery of any pre-existing adverse physical condition at the Site. Buyer's
indemnification obligations under this section shall survive the Closing or any termination of this Agreement.
3.3.4 Plans and Records. Buyer shall be entitled to review at reasonable times those
documents and files owned by Seller and pertaining to the construction, leasing, maintenance and operation
of the Site and Site Improvements.
4. Title Report; Title Insurance Policy
4.1 Title Report and Survey.
4.1.1 Delivery to Buyer. Immediately following the execution of this Agreement by
Seller, Seller shall order from the Title Company a current Preliminary Title Report or Commitment (hereinafter
the "Title Report") covering the real property comprising the Site and two (2) copies of all instruments
referred to in said Title Report. The Title Report and instruments shall be delivered to Buyer by Seller
immediately upon receipt.
4.1.2 Buyer's Review. No later than twenty (20) days prior to the expiration of the
Feasibility Period, Buyer shall submit to Seller written objections to the condition of title to the real property
described in the Title Report as set forth therein, or to give Seller written notice that it accepts such condition
of title. Those matters affecting title accepted by Buyer shall be thereafter known as "Permitted
Encumbrances." Any liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights-
of-way and other matters affecting title to the property described in the Title Report which are created and
which may appear of record or be revealed by the Survey or otherwise, after the date of the Title Report but
before the Closing Date (hereinafter "Intervening Liens"), shall also be subject to Buyer's approval. Buyer
shall have ten (10) business days after notice in writing of any Intervening Lien, together with a description
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thereof and a copy of the instrument creating or evidencing the Intervening Lien, to submit written objections
thereto, or to accept that matter as a Permitted Encumbrance in the manner set forth above. Notwithstanding
the foregoing, Seller shall not cause, create or permit the creation of any Intervening Lien, except as may be
required by law.
4.1.3 Response by Seller. Seller shall use its reasonable best efforts to eliminate as an
exception to title any matters disclosed by the Title Report, the Survey, and any Intervening Liens timely
objected to by Buyer. If Seller does not eliminate any such matter or any such Intervening Lien prior to the
earlier of the Closing Date or the date that is ten (10) days after Buyer objects thereto, Buyer may terminate
this Agreement by written notice to Seller. Buyer shall provide such termination notice in writing to Seller no
later than the earlier of the Closing Date or thirty (30) days after Seller provides Buyer written notice that it
is unable to eliminate the title exception from the Title Report. Any exception with respect to which Buyer
does not timely object shall be deemed a Permitted Encumbrance.
4.1.4 Additional Survey Work. Any survey work required by Buyer beyond the Survey
to be delivered by Seller pursuant to Section 6.2.7 shall be paid for by Buyer. In the event any such survey
shows any encroachments upon, from, or onto the real property described in the report on, across, or between
any building setback line, a property line or any easement, said encroachment shall be deemed to be a title
defect unless accepted by Buyer as a Permitted Encumbrance. Buyer shall provide copies to Seller of all
survey work commissioned by Buyer. To the extent Buyer objects to any encroachment depicted on the
Survey or any further survey work commissioned by Buyer, Buyer’s objection shall include a written summary
of any such encroachment for purposes of allowing Seller the opportunity to respond consistent with
Subsection 4.1.3.
4.2 Policy of Title Insurance. At the Closing, the Title Company shall issue in Buyer's favor
an extended form ALTA Owner's Policy of Title Insurance, together with any endorsements reasonably
requested by Buyer (collectively the "Title Policy"), or a commitment to issue the Title Policy promptly
following the Closing in an amount not less than the Purchase Price, insuring Buyer's good, marketable and
indefeasible title to the Property in fee simple absolute, subject only to the Permitted Encumbrances.
5. Conditions Precedent to Buyer's and Seller's Obligations.
5.1 Conditions to Buyer's Obligations. Buyer's obligations under this Agreement with
respect to the purchase of the Property are subject to the fulfillment of each of the following conditions, which
conditions may be waived by Buyer in whole or in part.
5.1.1 Performance of Seller. Seller shall have timely performed all material obligations
required by this Agreement to be performed by it.
5.1.2 Representations and Warranties True. The representations and warranties
herein of Seller shall be true and correct as of the Closing Date.
5.1.3 Title Policy. The issuance of the Title Policy as contemplated by Section 4.2 of this
Agreement.
5.1.4 Entitlements and Permits. The issuance of all permits and approvals required to
demolish the EOB and to entitle, develop, construct and/or install the improvements contemplated by the
Final Master Plans, (i) in form and substance satisfying and/or incorporating the Fundamental Permit Criteria,
and (ii) free of any conditions, restrictions, limitations or other terms unacceptable to Buyer. For purposes of
the foregoing sentence, a permit or approval is “issued” at the time it is no longer subject to contest or appeal
(or if previously appealed, the appeal has been resolved on a final basis with no further right to appeal) and
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is available for immediate pickup by Buyer subject to no conditions other than the payment of permit fees
determined in accordance with the established schedule of the issuing jurisdiction.
5.1.5 Lot Line Adjustment. The recordation of the LBA.
5.1.6 EOB Free of Occupancy. The EOB shall be vacant and the Site free of any claims
of any right to use or possess any portion of the Site, except as provided in the Library Lease Amendment,
Amended Wireless Facility Leases, utility easements or licenses accepted by Buyer as Permitted
Encumbrances, and as may otherwise be agreed in the Reciprocal Easement Agreement.
5.1.7 Project Milestones Satisfied. Each Project Milestone has been timely met or
waived.
5.1.8 Required Municipal Improvements. The authorization, funding, and scheduled
implementation by the City of Renton of the Required Municipal Improvements such that the Required
Municipal Improvements will be installed and functional not later than the date that is six (6) months after
the Closing Date.
5.1.9 Fundamental Agreements. The execution of the Fundamental Agreements by
Seller and Buyer.
5.1.10 Absence of Adverse Proceedings. The absence on the Closing Date of:
(i) Any violation of any federal, state or local law, rule, regulation or ordinance
affecting the use, occupancy or condition of the Property;
(ii) Any failure to comply with the order of any court, governmental authority
or agency pertaining to the Property or the use, occupancy or condition of the Property; or
(iii) Any proceeding or threat of any proceeding to condemn all or any part of
the Property by a proceeding in eminent domain.
5.2 Conditions to Seller's Obligations. Seller's obligations under this Agreement are subject
to the fulfillment of each of the following conditions, which conditions may be waived by Seller in whole or in
part.
5.2.1 Performance of Buyer. Buyer shall have timely performed all obligations required
by this Agreement to be performed by it.
5.2.2 Representations and Warranties True. The representations and warranties
herein of Buyer shall be true and correct as of the Closing Date.
5.2.3 Project Milestones. Each Project Milestone has been timely met or waived.
6. Covenants Pending Closing; Project Milestones.
6.1 Buyer’s Covenants. Buyer covenants and agrees with Seller as follows:
6.1.1 Develop Final Plans. Following the expiration of the Feasibility Period, Buyer will
refine the Conceptual Plans to cause such plans to be in sufficient detail to submit application(s) for design
entitlement permit(s) to allow for jurisdictional design approval by all applicable agencies and departments
and subsequent submission of applications for building permit(s) to construct and install the improvements
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contemplated thereby. Buyer will meet and confer with Seller as appropriate to review changes and
modifications to the Conceptual Plans as they evolve in form to constitute the Final Master Plans.
6.1.2 LBA. Buyer will cause to be prepared and thereafter prosecute with reasonable
diligence such applications as may be required to obtain the LBA.
6.1.3 Permit Applications. Following Seller’s approval of the Final Master Plans, Buyer
will submit the Final Master Plans for building permit(s) and prosecute such permit applications with
reasonable diligence.
6.1.4 Fundamental Agreements. Following the expiration of the Feasibility Period,
Buyer will prepare a draft form of each of the Fundamental Agreements for submission to and review by
Seller and thereafter in good faith negotiate the terms of such instruments and agreements with Seller to
conclusion or failure.
6.1.5 Library Lease Amendment. Promptly following the execution of this Agreement
by Seller, Buyer shall cooperate with Seller to negotiate with the Library revisions to the Seller’s existing Draft
Library Lease (i.e., the form of lease which Seller has to date not completed with the Library) to (i) exclude
the Property from the area demised (including common and ancillary areas except as contemplated by the
REA) to the Library under its lease and (ii) effect the temporary relocation of parking areas serving the Library
during Phases 1 and 2 of the Project. (“Library Lease Amendment”).
6.1.6 Wireless Facility Lease Amendments. Promptly following the execution of this
Agreement by Seller, Buyer shall cooperate with Seller to negotiate with Project Tenants currently occupying
the roof of the EOB to negotiate lease amendments with such Project Tenants to (i) accommodate demolition
of the EOB, (ii) allow temporary mobile placement of such Project Tenants’ wireless facilities on the Site until
new wireless facilities can be incorporated into the Project, (iii) incorporate the wireless facilities into the
Project for no less than the term(s) such tenants would otherwise be guaranteed to remain on the EOB, and
(iv) establish fixed expirations with respect to any Project Lease that fails to currently include a fixed expiration
(“Wireless Facility Lease Amendments”).
6.2 Seller’s Covenants. Seller covenants and agrees with Buyer as follows:
6.2.1 Final Master Plans. Seller will timely review and respond in a timely manner to
all revisions and modifications to the Conceptual Plans made and requested by Buyer so as not to delay
Buyer’s completion of the Final Master Plans. Any objections of Seller to revisions and modifications shall be
communicated in sufficient detail to permit Buyer to fairly evaluate the inclusion of Seller’s objections in
subsequent iterations of such plans prepared by Buyer. When requested by Buyer, and assuming the plans
are acceptable to Seller, Seller will execute such instruments and documents requested by Buyer to confirm
an iteration as approved by Seller to cause the plans to become the Final Master Plans for purposes of
submission for permit applications.
6.2.2 Cooperation in Permitting. Seller agrees to fully cooperate with Buyer in
obtaining or authorizing (and Seller shall execute, acknowledge and deliver) all applications, lot line
adjustment applications, plats, permits and other documents including applications for rezoning and
environmental matters which Buyer, acting reasonably, requests of Seller. Buyer shall pay all costs, fees and
expenses in preparing, filing and processing the above plats, applications, permits and other documents. The
Seller agrees to respond in a timely manner to all reasonable requests of cooperation by Buyer and agrees to
act so as not to unreasonably delay Buyer's efforts. Seller further agrees during the term of this Agreement
to refrain from taking any action (or omitting to take any action upon the request and at the risk and expense
of Buyer) which could adversely affect any petition, application or other filing made by Buyer with respect to
the zoning, development, financing or use of the Property and/or Site except as otherwise provided in this
Agreement. The cooperation contemplated by this subsection applies only to Seller’s role as a property owner
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– not Seller’s role as a regulatory agency charged with reviewing and approving applications in accordance
with applicable laws and procedures.
6.2.3 Negotiate Fundamental Agreements. Negotiate in good faith and in a timely
manner the Fundamental Agreements.
6.2.4 Leases and Encumbrances. Seller will not enter into any new lease or
amendment of any lease or otherwise create or allow on the Site a new encumbrance that extends beyond
July 31, 2022, except as contemplated in this Agreement or otherwise agreed to by Buyer.
6.2.5 Library Lease Amendment. Cooperate with Buyer to negotiate the Library Lease
Amendment.
6.2.6 Survey. Seller shall, promptly following the execution of this Agreement by Seller,
commission a land survey meeting the requirements of the 2016 Minimum Standard Detail Requirements for
ALTA/NSPS Land Title Surveys, including Items 1-20 recited in “Optional Table A” (Optional Survey
Responsibilities and Specifications) (“Survey”) and deliver the same to Buyer as soon as practicable, but in
no event later than forty-five (45) days following the Effective Date.
6.2.7 Condition of Property and Site. Seller shall deliver possession of the Property
to Buyer at Closing in substantially the same condition as existing on the Effective Date. Seller shall not
remove or allow to be removed any trees or other vegetation, or perform any excavation or soil removal
work, or change any drainage or other physical characteristics of the Site, or any portion of the Site, without
Buyer's prior written consent.
6.3 Project Milestones. Each of the events set forth in this Section 6.3 (each, a “Project
Milestone”) must be satisfied by the dates identified in the following subsections (“Milestone Deadline”).
The failure to satisfy a Project Milestone by its corresponding Milestone Deadline shall give either party cause
to terminate this Agreement by delivering written notice of such termination to the other at any time after
the Milestone Deadline and prior to satisfaction of the Project Milestone. Upon such termination, neither party
shall have any further obligation to the other under this Agreement except to the extent otherwise provided
for in this Agreement. Seller and Buyer may extend a Milestone Deadline by an amendment to this Agreement
executed by all parties.
Milestone # Project Milestone Milestone Deadline
1 Survey 45 days from Effective
Date
2 Library Lease Amendment and Wireless Facility Lease
Amendments Executed
End of Feasibility Period
3 Submit Project Design and Entitlement (Final Master Plans) July 31, 2020
4 LBA Approved and Ready to Issue August 1, 2020
5 Form of NRFP Easement and Reciprocal Easement Agreement
Approved
August 1, 2020
6 Project Design and Entitlement and Final Master Plans Approved
by City of Renton
July 30, 2021
7 Development Agreement Executed July 30, 2021
8 Submit Construction Documents for Review and Permits
(Phases 1 and 2 only)
January 4, 2022
9 Issuance of Approval of Construction Documents and Permits July 29, 2022
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7. The Closing Date and the Closing.
7.1 The Closing and the Closing Date. The sale and purchase of the Property shall be
consummated through the Escrow Company as escrow holder at a closing (the "Closing") on or before the
Closing Date. All documents executed and delivered at the Closing shall be dated as of the Closing Date.
7.2 Extension of Closing Date. Buyer shall have the right and option to extend the Closing
Date for two (2) consecutive extensions of six (6) months each (each, an “Extension”). To exercise an
Extension, Buyer shall deliver written notice to Seller a minimum of ten (10) Business Days prior to the Closing
Date (or, in the event the first Extension is exercised, prior to the extended Closing Date).
7.3 Seller's Obligations at the Closing. At or before the Closing, the Seller shall do the
following:
7.3.1 Deed. Deliver to the Escrow Company a duly executed and acknowledged statutory
warranty deed conveying to Buyer good and marketable fee simple title to the Property, subject only to the
Permitted Encumbrances. Seller shall also deliver an excise tax affidavit in accordance with local practice and
a FIRPTA affidavit in form acceptable to Buyer.
7.3.2 Title Policy. Cause the Title Company to deliver the Title Policy or a commitment
to issue the Title Policy in accordance with Section 4.2 hereof.
7.3.3 Fundamental Agreements. Deliver to the Buyer a duly executed counterpart of
each of the Fundamental Agreements, except any agreement that is to be recorded at Closing and/or is
conditioned upon Buyer fulfilling its obligations at closing shall be delivered to the Escrow Company with
mutually agreed escrow instructions.
7.4 Buyer's Obligations at the Closing. At the Closing, Buyer shall do the following:
7.4.1 Payment of Purchase Price. Deliver funds to the Escrow Company in the amount
described in Section 2.2, less all amounts held by the Escrow Company pursuant to Section 2.3 and all
applicable credits and prorations.
7.4.2 Deposit of Riverfront Plaza Development Fund. Deliver to the Person
designated under the NRFP Easement as the Custodian, an amount equal to the Riverfront Plaza Development
Fund for administration and disbursement under the terms of the NRFP Easement.
7.3.3 Fundamental Agreements. Deliver to the Seller a duly executed counterpart of
each of the Fundamental Agreements.
8. Representations and Warranties.
8.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer as
follows:
8.1.1 Authority. Seller has the full right and authority to enter into this Agreement and
to transfer all of the Property and to consummate or cause to be consummated the transactions contemplated
by this Agreement. The person signing this Agreement on behalf of Seller is authorized to do so.
8.1.2 No Breach or Prohibition. Neither the execution and delivery of the Agreement
nor the consummation of the transactions contemplated hereby will (i) be in violation of Seller's charter
documents; (ii) conflict with or result in the breach or violation of any law, regulation, writ, injunction or
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decree of any court or governmental instrumentality applicable to Seller or the Site or the Property; or (iii)
constitute a breach of any evidence of indebtedness or agreement to which Seller is a party or by which Seller
or the Site or Property is bound.
8.1.3 Title. Seller is the owner of the Site in fee simple absolute.
8.1.4 Violations. There is not pending or threatened from any federal, state, county or
municipal authority, any notice, suit or judgment relating to any violation of the Site of zoning, building, fire, air
pollution, water pollution, health law, or any such notice, suit, or judgment seeking or requiring any
improvement, alteration, addition, correction or other work on or about the Site.
8.1.5 Adverse Information. Seller has no information or knowledge of any change
contemplated in any applicable laws, ordinances, or restrictions, or any judicial or administrative action, or any
action by adjacent landowners, or natural or artificial conditions upon the Site or Property, which would
prevent, limit, impede, or render more costly Buyer's development or use of the Site or Property.
8.1.6 Litigation. There are no legal actions, suits, or other legal or administrative
proceedings pending or threatened against the Site.
8.1.7 Complete Documentation. All Due Diligence Materials will be made available to
Buyer without omission. Seller knows of no material inaccuracies, omissions, or errors contained in the Due
Diligence Materials provided to Buyer under this Agreement.
8.1.8 Commitments. Except for the agreements underlying the need for a Library Lease
Amendment, no commitments have been made to any governmental agency, utility company, school board,
church, owners association, or to any other organization, group or individual relating to the Site which would
impose an obligation on Buyer or its successors and assigns to make any contribution or dedications of money
or land or to construct, install or maintain any improvements of a public or private nature on or off the Site.
8.1.9 Project Leases. The Project Leases represent true and correct copies of all
occupancy, tenancy, possession, rental agreements and licenses affecting the Site.
8.1.10 Rent Roll. The information set forth on the Rent Roll is true and accurate in all
material respects.
8.1.11 Service Contracts. The Service Contracts are all of the agreements material to
the operation and maintenance of the Site.
8.1.12 Hazardous Materials. Except as disclosed in the Environmental Reports listed on
the Due Diligence Materials List, (i) the Site is not known to be in violation of any applicable Environmental
Law, (ii) neither Seller, nor to the best of Seller's knowledge any third party, has used, manufactured,
generated, treated, stored, disposed of, or released any Hazardous Material on, under or about the Site or
transported any Hazardous Material over or under the Site in violation of applicable Environmental Laws; or
(iii) neither Seller, nor to the best of Seller's knowledge any third party has installed, used or removed any
storage tank on, from or in connection with the Site except in compliance with all applicable Environmental
Laws.
8.2 Representations and Warranties of Buyer. Buyer represents and warrants as follows:
8.2.1 Organization. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Washington, with full power to enter into this Agreement.
AGENDA ITEM #2. b)
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8.2.2 Authority. The execution and delivery of this Agreement has been duly authorized
and approved by all requisite action by Buyer and no other authorizations or approvals, whether of
governmental bodies or otherwise, will be necessary in order to enable Buyer to enter into or to perform this
Agreement.
8.2.3 Binding Effect of Documents. This Agreement and the other documents to be
executed by Buyer hereunder, upon execution and delivery thereof have been duly entered into by Buyer,
will constitute legal, valid and binding obligations of Buyer, subject to bankruptcy, insolvency and similar laws
affecting generally the enforcement of creditor's rights. Neither the execution and delivery of the Agreement
nor the consummation of the transactions contemplated hereby will (i) conflict with or result in the breach or
violation of any law, regulation, writ, injunction or decree of any court or governmental instrumentality
applicable to Buyer; or (ii) constitute a breach of any evidence of indebtedness or agreement to which Buyer
is a party or by which Buyer is bound.
9. Breach of Agreement.
9.1 Breach by Seller. If Seller shall fail to fully and timely perform any of its obligations
hereunder, or if any material representation or warranty of Seller shall be false or misleading, which in either
case is considered by Buyer to represent a material breach by Seller, Buyer shall deliver a notice of breach to
Seller and, if feasible, a reasonable period to cure. If Seller fails to timely cure, Buyer shall be entitled to (i)
the return of the Deposit and (ii) exercise any and all remedies available at law or at equity; provided,
however, the maximum aggregate liability of Seller under clause (ii), and the maximum aggregate amount
which may be awarded to and collected by Buyer under clause (ii) of this Agreement shall, under no
circumstances whatsoever, exceed Three Hundred Fifty Thousand Dollars ($350,000.00).
9.2 Breach by Buyer. If Buyer shall fail to fully and timely perform any of its obligations
hereunder, or if any material representation or warranty of Buyer shall be false or misleading, which in either
case is considered by Seller to represent a material breach by Buyer, Seller shall deliver a notice of breach to
Buyer and, if feasible, a reasonable period to cure. If Buyer fails to timely cure, Seller shall be entitled to
exercise any and all remedies available at law or at equity; provided, however, the maximum aggregate
liability of Buyer, and the maximum aggregate amount which may be awarded to and collected by Seller shall,
under no circumstances whatsoever, exceed an amount equal to (A) Three Hundred Fifty Thousand Dollars
($350,000.00) less (B) the amount of the Deposit held by or disbursed to Seller.
9.3 Failure to Close for Reasons Not a Breach. In the event this transaction fails to close
on account of (i) the express right of any party to terminate this Agreement set forth herein, or (ii) the failure
of a condition precedent set forth herein, in either case not constituting a breach by either party, this
Agreement shall thereupon terminate. The entirety of the Deposit that has not yet been released to Seller
pursuant to the schedule in Section 2.3.1 shall be returned to Buyer by the Escrow Company and neither
party shall have any obligation to the other except as otherwise set forth herein. Seller shall retain all amounts
received from the Deposit without obligation to refund such received amounts to the Buyer.
10. Closing Costs; Prorations.
10.1 Closing Costs. The escrow fees and other costs of the Escrow Company shall be paid in
equal shares by Seller and Buyer. Recording costs shall be borne by the party requiring the specific document
to be recorded. Real estate excise tax, if any, and the premium for the Title Policy shall be paid by Seller. All
other expenses incurred by Seller or Buyer with respect to the Closing, including but not limited to attorneys'
fees of Buyer and Seller, shall be borne and paid exclusively by the party incurring same, without
reimbursement, except to the extent otherwise specifically provided for herein.
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10.2 Prorations. General real property taxes for the year in which the Closing occurs relating to
the Property shall be prorated. All other income and ordinary operating expenses for or pertaining to the
Property including, but not limited to, public utility charges, maintenance and service charges and all other
normal charges of the Property, shall be prorated as of the Closing Date.
11. Brokerage Commissions. Each party represents to the other that no brokers have been involved
in this transaction. It is agreed that if any claims for brokerage commissions or fees are ever made against
Seller or Buyer in connection with this transaction, all such claims shall be handled and paid by the party
whose actions or alleged commitments form the basis of such claim, and the party against whom the claim
is made shall indemnify and hold harmless the other from and against any and all such claims or demands,
including without limitation reasonable attorneys' fees, with respect to any brokerage fees or agent's
commissions or other compensation asserted by any person, firm or corporation in connection with this
Agreement or the transactions contemplated hereby.
12. Reserved.
13. Assignment. This Agreement may not be assigned by either party without the prior written consent
of the other party; provided, however, that Buyer may assign its rights without such consent to an Affiliate of
Buyer or any shareholder of Buyer ("Permitted Assignee"). Buyer shall provide written notice of any
assignments to be made by Buyer. No assignment shall relieve Buyer of its obligations hereunder, excluding
assignments to Permitted Assignees, which, when made, shall cause Buyer to be released from its obligations
accruing under this Agreement subsequent to such assignment.
14. Miscellaneous.
14.1 Binding Effect. This Agreement shall be binding upon, and subject to Section 13 above,
shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors
and assigns.
14.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the
entire agreement and understanding between Buyer and Seller concerning the subject matter of this
Agreement and supersede all prior agreements, terms, understandings, conditions, representations and
warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters
which are the subject of this Agreement. This Agreement has been drafted through a joint effort of the
parties and, therefore, shall not be construed in favor of or against either of the parties, and shall be construed
as a whole in accordance with its fair meaning.
14.3 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to confer any rights or remedies under or by reason of this Agreement on any person other than the parties
to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to
relieve or discharge any obligation of any third person to any party hereto or give any third person any right
of subrogation or action over against any party to this Agreement.
14.4 References. Unless otherwise indicated, (a) all Section, Schedule and Exhibit references
are to the sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar
days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever
under the terms of this Agreement the time for performance of a covenant or condition falls upon a day that
is not a Business Day, such time for performance shall be extended to the next Business Day. The headings
used in this Agreement are provided for convenience only and this Agreement shall be interpreted without
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reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall
be deemed to include the others whenever the context so indicates or requires.
14.5 Notices. All notices or other written communications hereunder shall be deemed to have
been properly given (i) upon delivery, if delivered in person, (ii) upon facsimile transmission, provided an
electronic confirmation thereof is issued, (iii) upon email transmission, provided a copy of any notice given by
email transmission is also subsequently mailed to the receiving party in accordance with the terms of this
Section14.5, (iv) one Business Day after having been deposited for overnight delivery with any reputable
overnight courier service, or (v) three Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to Seller: City of Renton
Renton City Hall – 6th Floor
1055 South Grady Way
Renton, WA 98057-3232
Attn: Chip Vincent, CED Administrator
Email: cvincent@rentonwa.gov
Fax: (425)-430-7300
with a copy to: City of Renton
Renton City Hall – City Attorney Office
1055 South Grady Way
Renton, WA 98057-3232
Attn: Shane Moloney, City Attorney
Email: SMoloney@Rentonwa.gov
Fax: (425)-430-6498
If to Buyer: Cosmos International Corp.
11747 N.E. First Street, Suite 300
Bellevue, Washington 98005
Attn: Oscar Del Moro
Email: OscarDelMoro@cosmos-group.com
Fax: (425)-451-8498
with a copy to: Michael McCormack
Tousley Brain Stephens PLLC
1700 7th Avenue, Suite 2200
Seattle, Washington 98101
Email: mmccormack@tousley.com
Fax: (206)-682-2992
Either party may change its address or contact person by written notice to the other given in the manner set
forth above.
14.6 No Partnership. Seller and Buyer agree that nothing contained in this Agreement shall be
deemed or construed as creating a partnership or joint venture between Seller and Buyer or between Buyer
and any other party, or cause Buyer to be responsible in any way for the debts or obligations of Seller or any
other party.
14.7 Counterparts. This Agreement may be executed in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement. Signature pages may be detached from the counterparts and attached to a
single copy of this Agreement to physically form one document.
AGENDA ITEM #2. b)
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14.8 Choice of Law; Venue. This Agreement shall be construed under and in accordance with
the statutory, administrative and judicial laws of the State of Washington. Any action shall be brought in King
County Superior Court, Maleng Regional Justice Center, Kent, Washington.
14.9 Severability. In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect such invalidity, illegality or
unenforceability shall not affect any provision hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
14.10 Time of Essence. Time is of the essence of each provision of this Agreement in which time
is an element.
14.11 Attorneys' Fees. Should either party employ an attorney or attorneys to enforce any of
the provisions hereof, or to protect its interest in any manner arising under this Agreement, or to recover
damages for the breach of this Agreement, the non-prevailing party in any action pursued in courts of
competent jurisdiction agrees to pay to the prevailing party all reasonable costs, damages and expenses,
including attorneys' fees, expended or incurred in connection therewith.
14.12 Waiver. Either party hereto may specifically waive any breach of this Agreement by the
other party, but no such waiver shall constitute a continuing waiver of similar or other breaches. A waiving
party may at any time, upon notice given in writing to the breaching party, direct future compliance with the
waived term or terms of this Agreement, in which event the breaching party shall comply as directed from
such time forward. All remedies, rights, undertakings, obligations and agreements contained in this
Agreement shall be cumulative and not mutually exclusive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day
and year set forth below their respective signatures.
BUYER:
COSMOS INTERNATIONAL CORP.,
a Washington corporation
By: ______________________________
Its: ______________________________
Date: July ___, 2019
SELLER:
CITY OF RENTON,
a municipal corporation under the laws of the State of Washington
By: ______________________________
Its: ______________________________
Date: July ___, 2019
AGENDA ITEM #2. b)
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AGENDA ITEM #2. b)
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SCHEDULE 1A
1
SCHEDULE 1A
Description of Site
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SCHEDULE 1B
1
SCHEDULE 1B
Conceptual Plans
[See attached 9 pages]
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SCHEDULE 1B
2
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SCHEDULE 1B
3
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SCHEDULE 1B
4
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5
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6
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7
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8
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9
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SCHEDULE 1B
10
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SCHEDULE 2
1
SCHEDULE 2
Depiction of Site; NMUP; NRFP
Depiction of Site
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SCHEDULE 2
2
Depiction of NMUP and NRFP
Note: “New Property Line” denominates division of Site contemplated by LBA.
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SCHEDULE 3
1
SCHEDULE 3
Due Diligence Materials List
A. Project Leases. Copies of all written leases, agreements, tenancies, licenses or other rights of
occupancy for any portion of the Site, including all amendments, modifications or supplements thereto,
identified below:
Tenant Description of Lease Document
Cricket/AT&T
LAG-09-005
3.A.1 Cricket LAG-09-005
Sprint
LAG-99-008
3.A.2 Sprint PCS LAG-99-008
TCG-AT&T
LAG-99-007
3.A.3 TCG-AT&T LAG-99-007 Right of Entry and License Agreement
Voicestream-Tmobile
LAG-99-006
3.A.4 VoiceStream PCS III LAG-99-006
3.A.4 VoiceStream PCS III LAG 99-006 Assignment 12/2005 Assignment to T-
Mobile.
Clear Wireless
LAG-11-001
3.A.5 Clear Wireless LAG-11-001
Amazing Grace
LAG-14-006
3.A.6 Amazing Grace LAG-14-006
3.A.6 Amazing Grace LAG-14-006 Adden 1-6
Attorney & Notary
LAG-15-003
3.A.7 Attorney and Notary Supply LAG-15-003
3.A.7 Attorney and Notary Supply LAG-15-003 Adden 1-16
Crawford & Company
LAG-15-006
3.A.8 Crawford & Company LAG-15-006
3.A.8 Crawford & Company LAG-15-006 Adden 1-16
3.A.8 Crawford & Company LAG-15-006 Adden 2-16
KCSARC
LAG-01-006
3.A.9 KCSARC LAG-01-006
3.A.9 KCSARC LAG-01-006 Adden 1-04
3.A.9 KCSARC LAG-01-006 Adden 2-10 and Subordinate Agreement (2013)
3.A.9 KCSARC LAG-01-006 Adden 3-15
3.A.9 KCSARC LAG-01-006 Adden 4-16
KCLS
Draft lease
3.A.10 KCLS DRAFT LEASE 237803869_1
AGENDA ITEM #2. b)
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SCHEDULE 3
2
KCLS
CAG-11-130
Resolution 4099
3.A.11 CAG-11-130 ILA King County Library
3.A.11 CAG-11-130 ILA King County Library Adden 1-14
3.A.11 CAG-11-130 ILA King County Library RES4099
B. Rent Roll. Current rent roll identifying for each tenant the following: tenant name, base rent,
obligation for reimbursement of expenses, amount of deposit and prepaid rent, if any, lease commencement
date, lease termination date, lease options, option rent, cost of living or other rent escalation clauses.
Document Description of Service Contract Document
Rent Roll-Kidder Matthews 2019 3.B.1 200 Mill_Rent Roll
Security Deposits-Kidder Matthews 2019 3.B.2 200 Mill_SD Ledger
C. Service Contracts. Copies of all operating, management, maintenance, service, utility and other
contracts affecting the Site and all amendments and letter agreements relating thereto, identified below:
Vendor Description of Service Contract
Kidder Mathews 3.C.1 Kidder Mathews CAG-99-124 Mmgt Agrmt
3.C.1 ADDEN One Kidder Mathews CAG-99-124
Ambius 3.C.2 Contract_Ambius (Int Landscape)_200 Mill
Davidson-Macri 3.C.3 Contract_DavidsonMacri Sweeping_200 mill
FCBM 3.C.4 Contract_FCBM (Janitorial)_200 Mill
NW Landscape 3.C.5 Contract_NW Landsxape (Monarch)_200 Mill
3.C.5 Addendum_NWLS Contract_200 Mill
Performance Mech. 3.C.6 Contract_Performance (HVAC)_200 Mill
Safety Team 3.C.7 Contract_Safety Team (Fire Insp-Repairs)_200 Mill
Thyssenkrupp 3.C.8 Contract_Thyssenkrupp_200 mill
Guardian 3.C.9 Guardian Fire Alarm Monitoring Account Info
Recoverable Expenses 3.C.10 Recoverable Expesnses_200 Mill
D. Plans. “Record Drawings” construction plans for electrical, mechanical and structural systems for
improvements situate on the Site.
Document Description of Service Contract Document
Original Plan Set-Johnston Campanella
Murakami & Co 1967
3.D.1 200 Mill Original Building Plan Set (0 1 through 0 63)
Building Renovation-Paxton 1993 3.D.2 200 Mill_Municipal Bldg Reno Ph 1 9_1_93
E. Third Party and Environmental Reports. Copies of all physical inspection, environmental,
hazardous waste/contamination and engineering reports pertaining to the Site, including the following:
Professional Description of Report/Study
Phase I ESA-Landau 2019 3.E.1 LAI 200 Mill Ave S Prop Phase I ESA - 03-13-19
Phase II ESA Expected Delivery Week of August 19, 2019
Good Faith Asbestos Survey-Thermatech 19 3.E.3 Good Faith Asbestos Survey
Good Faith Asbestos Quote-Thermatech 2019 3.E.4 200Mill Good Faith Survey quote
Building Options-Gensler 2008 3.E.5 200 Mill_Building Design Observations & Options
AGENDA ITEM #2. b)
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SCHEDULE 3
3
Evaluation-Gensler & Coffman 2007 3.E.6 200 Mill_Evaluation of Old Renton City Hall_062907
Geotech Earthquake-Zipper Zeman 2007 3.E.7 200 Mill_Geotech Earthquake Eng Study
Tier 2 Seismic Evaluation-Coffman 2008 3.E.8 200 Mill_ORCH Tier 2 Seismic Evaluation
F. Survey(s). All surveys pertaining to the Site, including boundary and topographic surveys, including
that certain ALTA/NSPS Land Title Survey prepared by Mead Gilman Land Surveyors, Job No. 19003 dated
February 18, 2019, Sheets 1-3.
Document Description of Survey Document
ALTA Survey-Mead Gilman 2019 3.F.1 200 MILL ALTA
Topo Survey-PGS 2012 3.F.2 200 Mill_Topo Survey (Prior to new library)
G. Certificate of Occupancy. Certificates of occupancy for the EOB.
Document Description of Certificate Document
City of Renton Original Certificate unavailable. Unable to locate at this time.
Renton Preparatory 3.G.2 City of Renton - Renton Preparatory Christian School
AGENDA ITEM #2. b)
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1
SCHEDULE 4
NRFP Easement Outline of Terms/Provisions
Maintenance, Management and Control of NRFP Pending Completion of Phase 2:
• Upon Closing, Buyer will be authorized to temporarily occupy and manage the NRFP through the
duration of Phase 2 of the Project for purposes of causing the demolition of the EOB, managing
the impact to and involvement of the NRFP associated with the construction contemplated by Phase
1, and constructing and installing the improvements to the NRFP contemplated by Phase 2 of the
Project (“NRFP Improvements”), all to be completed by Buyer on a cost plus overhead basis.
• Buyer will demolish EOB and manage the NRFP until completion of the NRFP Improvements.
Details regarding the provision of on-going day-to-day maintenance with respect to Buyer’s general
management functions will be negotiated.
Funding; Administration; Disbursements: The agreement will address the deposit, disbursement and
disposition of the Riverfront Plaza Development Fund (including provisions specific to the Demolition Fund
and the demolition of the EOB), Demolition Contingency Fund, and RMI Security Fund.
• A custodian/administrative agent mutually selected by Seller and Buyer (“Custodian”) will be
appointed to hold, administer and disburse the Riverfront Plaza Development Fund (including
provisions specific to the Demolition Fund), Demolition Contingency Fund, and RMI Security Fund,
all as set forth in this Schedule 4.
• At Closing, Buyer will deposit an amount equal to the Riverfront Plaza Development Fund with the
Custodian.
• Promptly following Closing, the Escrow Company will disburse to Custodian funds representing the
Demolition Contingency Fund and the RMI Security Fund.
• The Custodian will not commingle the Riverfront Plaza Development Fund, Demolition Contingency
Fund, or RMI Security Fund.
Demolition of EOB:
• The cost of the planning, design and demolition of the EOB, including the cost of all
environmental/hazardous building material abatement, will be disbursed by the Custodian
exclusively from the Demolition Fund. The Custodian will periodically disburse amounts to Buyer
representing the costs and overhead incurred by Buyer directly associated with the demolition of
the EOB. Any residual amount comprising the Demolition Fund following completion of the
demolition of the EOB will be added to the general Riverfront Plaza Development Fund and available
for construction and installation of NRFP Improvements other than demolition of the EOB. If the
costs to demolish the EOB exceed the Demolition Fund, the excess costs required to complete the
demolition of the EOB will be disbursed to Buyer from the Demolition Contingency Fund.
• Buyer will complete the demolition of the EOB within 6 months of Closing.
Required Municipal Improvements:
• Seller is obligated to complete the Required Municipal Improvements not later than six (6) months
after the Closing Date.
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2
• If Seller fails to complete the construction and installation of the Required Municipal Improvements
by such date through no fault or omission of Buyer, Buyer shall be entitled, at any time prior to
Seller’s completion of such improvements and utilities, to deliver to Seller and Custodian a “takeover
notice”, upon which Buyer may complete Seller’s required work and draw funds from the RMI
Security Fund for the purpose of completing Seller’s obligations. Buyer’s receipt of funds from the
RMI Security Fund shall not relieve Seller of its financial responsibility for the cost of the Required
Municipal Improvements incurred by Buyer that are not covered by the funds drawn from the RMI
Security Fund, nor obligate Buyer to expend any funds exceeding the amount it draws from the
RMI Security Fund. The specific terms and conditions authorizing Custodian to disburse funds from
the RMI Security Fund are to be negotiated.
Construction of NRFP Improvements:
• As soon as practical following the Closing and the Custodian’s receipt of the Riverfront Plaza
Development Fund, the Custodian will disburse to Buyer from the Riverfront Plaza Development
Fund an amount equal to Buyer’s costs incurred as of that date for the development, planning and
entitlement of the NRFP Improvements.
• Buyer will be obligated to commence construction of the NRFP Improvements within a negotiated
period of time following the completion of Phase 1 of the Project.
• The Custodian will periodically disburse amounts to Buyer representing subsequent costs incurred
by Buyer for the development, planning and entitlement of the NRFP Improvements.
• Costs of construction of the NRFP Improvements will be disbursed to Buyer on a percentage of
completion basis in accordance with procedures comparable to standard construction loan
disbursement protocols. Seller shall have a right to review and object to disbursements according
to terms to be negotiated.
• Completion date to be negotiated, with reference to the start of construction.
• Any residual funds comprising the Riverfront Plaza Development Fund following the issuance of the
Certificate of Occupancy for the NRFP Improvements shall be disbursed by Custodian to Buyer,
subject to appropriate reserves.
NRFP Improvements; Budget and Scope Issues; Contractor Disputes; Failure to Perform:
• Buyer is solely responsible for the costs to complete the NRFP Improvements, subject to the
following.
• If at any time before Closing Buyer reasonably determines the Riverfront Plaza Development Fund
will be insufficient to complete all demolition and construction contemplated by the Final Master
Plans, Seller agrees to negotiate changes to the Final Master Plans that are reasonably necessary
to reduce the construction (and/or design) costs of the NRFP Improvements to an amount that is
covered by the Riverfront Plaza Development Fund, exclusive of the amount budgeted by Buyer
for the demolition of the EOB.
• To the extent the City of Renton requires improvements to the NRFP exceeding those depicted in
the Final Master Plans as a condition to issuing permits for the work, then Seller is obligated to
fund the cost of such improvements by depositing a like amount into the Riverfront Plaza
Development Fund promptly following the determination of such costs.
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3
• The NRFP Easement agreement will address the manner in which change orders submitted by the
contractor will be resolved. It is contemplated that Seller and Buyer will participate in a dispute
resolution process to be negotiated that allows for the division of any costs imposed on the owner
between Seller and Buyer based on responsibility. For example, if the change order is approved
and results from the Buyer’s failure to observe the terms of the construction contract with the
prime contractor or project administration, the financial responsibility with rest with Buyer. If an
approved change order is based on unaccounted for Site and/or Project conditions, or attributable
to events of force majeure, the financial responsibility shall rest with Seller.
• If Buyer fails to complete the construction of the NRFP Improvements in accordance with the NRFP
Easement, Seller shall be entitled to recover/withdraw the Riverfront Plaza Development Fund and
use the recovered funds for the purpose of completing Buyer’s obligations. Seller’s recovery of the
Riverfront Plaza Development Fund shall not relieve Buyer of its ongoing obligations not covered
by the funds withdrawn by the Seller, nor obligate Seller to expend any funds exceeding the amount
it withdraws from the Riverfront Plaza Development Fund. The specific terms and conditions
authorizing Seller to withdraw funds are to be negotiated.
Post-Phase 2 Relationship With Respect to NRFP:
• Conditioned on the completion of the NRFP improvements, the easement instrument shall burden
the NRFP with covenants of record that perpetually (i) restrict future development and use of the
NRFP to public uses only and (ii) restrict the height of improvements and vegetation on the NRFP
to protect views from the NMUP.
• Conditioned on the completion of the NRFP Improvements, the easement instrument shall burden
the NRFP with easements of record that (i) grant Buyer, it successors/assigns and users of the
NMUP, permanent rights of access over the NRFP and (ii) grant the owner of the NMUP the right
to exclude the public from area(s) comprising the NRFP during times such area(s) are reasonably
required for Seller’s use. Specific terms and extent to which the public may be excluded are to be
negotiated, and may include the right to hold a limited number of private events and exclude the
public outside of specified hours and/or to ensure after-hours safety and/or misuse of these public
areas.
• Buyer and Seller to agree to a division of ongoing maintenance, repair, and replacement costs
associated with the NRFP and the Project, including any public restrooms, and the establishment
of a plan to provide security for the NRFP.
AGENDA ITEM #2. b)
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1
SCHEDULE 5
Development Agreement Provisions
Vesting.
All impact fees applicable to Project vested (in scheduled value) at time Development Agreement signed
for duration of Project.
First building permit application vests land use approval of Phases 1, 2 and 3.
First building permit application vests IBC Code for entirety of Phases 1, 2 and 3.
Transportation Impact Fees.
• Total Transportation Impact Fees for Project computed by crediting square footage of demolished
EOB.
• Total Transportation Impact Fees attributable to residential component of Project to be credited by
an amount equal to right of way improvements installed by Buyer within the Project area as
benefiting traffic within the City.
• The Parties will attempt to identify Growth Management Act qualifying transportation improvement
projects close to the Project area. To the extent identified, Transportation Impact Fees received by
the City from the Project may be earmarked for such qualifying projects.
Park Impact Fees.
• No Park Impact Fees for any component of Project.
School Impact Fees.
• No School Impact Fees for Hotel component of Project.
Property Tax Exemption. To the extent allowed by law, the City of Renton shall vest the Project to its
then current local regulations implementing Chapter 84.14 RCW’s multifamily property tax exemption. The
Development Agreement shall not vest Buyer’s right to apply for the exemption for more than the lesser of
10 years from the effective date of the Development Agreement or any state law restrictions on vesting a
Project to tax exemptions under Chapter 84.14 RCW.
Project Density Calculations. All density/height development rights appurtenant to NRFP
transferred/attributed to the Project for entitlement purposes. For purposes of reviewing the Project’s
environmental impacts, all Project improvements performed within both the NRFP and NMUP shall be
considered/credited to Project as a whole.
NMUP Residential Density. Development Agreement to establish maximum density of 550 residential
units for NMUP (exclusive of Hotel units), with following provisions:
• Phase 1 to include approximately 350 residential units and approximately 35,000 SF of associated
Retail and below/above grades garage areas for Phases 1-3.
AGENDA ITEM #2. b)
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2
• Phase 3 to include approximately 200 residential units and approximately 150-180 Hotel units, and
associated amenity and meeting facilities with a projected building height of approximately 250’
above street level (Mill Avenue) inclusive of mechanical, elevator, and exit stair projections.
Duration. Term of Development Agreement to be negotiated, specifically allowing a 10 year period to
submit building permit application for Phase 3 in recognition that feasibility of Phase 3 requires market
conditions that do not currently exist.
DISCLAIMER: This Agreement is not intended to contractually bind the City of Renton to enter
a Development Agreement with specific terms or approve the agreed Final Master Plans during
the entitlement process. Such approval is subject to regulatory review separate from this
Agreement in compliance with applicable laws. Buyer’s sole contractual remedy against Seller
if the Fundamental Permit Criteria are not realized is to terminate the Agreement prior to closing
and receive the return of its Deposit.
AGENDA ITEM #2. b)
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1
SCHEDULE 6
Fundamental Permit Criteria
ROW; Staging. Roadway Lane Utilization within outer lanes of Mill & Houser for construction staging (Phase
1 and Roadway Lane Utilization along outer lane of Houser for construction staging (Phase 3) at no cost to
Buyer.
Parking. Parking for the Project shall accommodate all Site uses, including public access to Plaza and
library parking. Specific number of parking stalls subject to standard regulatory approval or negotiated
Development Agreement, based upon professional parking needs assessment.
AGENDA ITEM #2. b)
RENTAL REGISTRATION
Committee of the Whole Briefing
August 5, 2019
AGENDA ITEM #3. a)
BACKGROUND
•Ordinance creating a Rental Registration Program in
the City of Renton effective March 2019
•Not implementing until 2020
•Requires property owners who rent their property to
others to obtain a business license
•Exempt from business license fee
•Certify on a checklist that dwelling would pass inspection
•Only inspections if violations
AGENDA ITEM #3. a)
SINCE MARCH
•Completing an update to the database of rentals
•Using King County Assessor information and Utility
Billing registrations
•Estimated 17,722 units
•Estimated 3,839 landlords
•Worked with FileLocal to enable registration with
online business licensing
•Landlords will be able to register up to 25 different parcel
numbers and addresses online and certify they are meeting
the requirements in the municipal code AGENDA ITEM #3. a)
SINCE MARCH•Revised checklist
•Eliminated redundancies and
items such as provision of
laundry facilities
•Added citations from Renton
Municipal Code and
International Property
Maintenance Code
•Now only require what is
required of all properties in
the city
•For example, operable
door locks and adequate
garbage facilities AGENDA ITEM #3. a)
SINCE MARCH•Coordinated with Code
Compliance regarding
tenant rights materials
•Pilot inspection project
in Sunset
•Partnered with
Rebuilding Together
Seattle to offer free
inspections and
recommendations for
free or low cost repairs
•Mailed to 167 residents
in Sunset AGENDA ITEM #3. a)
SINCE MARCH
•Developed home improvement resource guide
•Resources available to all:
•Puget Sound Energy –rebates for
improvements that improve energy
efficiency, such as some water
heaters, windows, smart
thermostats, etc.
•Puget Sound Energy –free
assessment to identify ways to
improve energy efficiency; will
install up to 20 LED lightbulbs for
free AGENDA ITEM #3. a)
SINCE MARCH
•Developed home improvement resource guide
•Resources available to certain income levels:
•Rebuilding Together Seattle –Free home repairs or
improvements such as, ramps, grab bars, painting, etc.
•City of Renton –Free minor health and safety home repairs
such as, repairing/replacing water heaters, repairing minor
roof leaks, installing smoke alarms, etc.
•King County –Free weatherization improvements of
homes such as, insulation, air sealing, furnace repairs, etc.
•King County -0% interest loans to finance major repairs
such as, new roof or new septic system AGENDA ITEM #3. a)
SINCE MARCH
•Developing outreach materials
AGENDA ITEM #3. a)
CURRENTLY
•Finance to hire Tax Auditor
•Will support the rental registration program and ensure all
requirements are met for internal and external customers
•Assist in developing and maintaining the FileLocal
integration for rental registration
•Perform audits to ensure compliance with City of Renton
Municipal Code Chapter 5
•Assist in day to day operations in Tax and Licensing
•Interviews will be held August 6, anticipate filling by
early September AGENDA ITEM #3. a)
CURRENTLY
•Revising Assistant Planner position to Housing
Programs Manager
•Develop, implement, and administer the safe, and healthy,
and affordable housing programs for the City
•High-level of expertise and knowledge to provide support,
education, and outreach on housing-related issues
•Collaborate with internal and external stake holders, and
participate on multi-jurisdictional committees
•Plan to post position in August AGENDA ITEM #3. a)
NEXT STEP
•Once Housing Programs Manager position is filled
anticipate minimum 6 month, up to 12 month,
outreach to ensure landlords and tenants have been
adequately notified
AGENDA ITEM #3. a)
UPDATE:
SHORT-TERM RENTALS (STRS)
Renton City Council Committee of the Whole
August 5, 2019
1 AGENDA ITEM #4. a)
1.Business License:Required if an owner advertises an entire dwelling
or one or more rooms for a rental period less than 30 days.
2.Owner-Occupancy:The dwelling must be owner-occupied if individual
guest rooms are rented (or anything less than the whole unit).
3.Maximum Number of Guests:The number of guests is limited to two
per bedroom.
4.Off-Street Parking:Off-street parking must be provided pursuant to
Title IV RMC. One additional space is required if the unit is owner-
occupied.
5.Safety Regulations:Compliance with International Fire Code and
Prevention Regulations (RMC 4-5-070), and required to have safety
sign/map in each bedroom that shows the location of fire extinguishers,
gas shut-off valves, and exits.
6.Property Maintenance:Compliance with International Property
Maintenance Code (RMC 4-5-130).
STR REQUIREMENTS
2 AGENDA ITEM #4. a)
SHORT-TERM RENTALS IN RENTON
•As of July 2019,
there are an
estimated 237
STRs in Renton,
most of which
(>90%) are
rented through
AirBnB.
•AirBnB collects
and remits sales
tax and
hotel/motel tax
Source: “Host Compliance”3 AGENDA ITEM #4. a)
Notice sent to:
•AirBnB
•VRBO
•HomeToGo
STR NOTICE
4 AGENDA ITEM #4. a)
STR DATA
Source: “Host Compliance”5 AGENDA ITEM #4. a)
THIRD-PARTY COMPLIANCE SERVICES
6 AGENDA ITEM #4. a)
THANK YOU
7 AGENDA ITEM #4. a)
Energize Eastside
Aug. 5, 2019
Renton City Council
Committee of the Whole AGENDA ITEM #5. a)
2
Energize Eastside overview
It’s been over 50 years since the last major
upgrade to the backbone of the Eastside’s
electric grid
Conservation alone is not enough
Now is the time to upgrade in order to meet
our mandated federal regulations
Energize Eastside will build a new substation
and upgrade transmission lines in the existing
corridor to keep the lights on for years to come AGENDA ITEM #5. a)
3
Project route –Existing corridor
Uses existing corridor
Less impactful to communities
Fewer poles
Minimize tree impacts
AGENDA ITEM #5. a)
4
Renton segment
Uses existing corridor
(~4 miles through
Renton)
Typically replaces
existing 4 poles with
Reduces number of
poles from 157 to 49
Proposed typical pole
heights ~ 70 feet to
100 feet AGENDA ITEM #5. a)
5
1933
Renton
Changing Eastside
AGENDA ITEM #5. a)
6
Renton
Changing Eastside
Photo courtesy of: Renton History Museum
1960’s
AGENDA ITEM #5. a)
7
Renton today
Renton then and now
Photo courtesy of: City of Renton
AGENDA ITEM #5. a)
8
Growth and demand –Renton
AGENDA ITEM #5. a)
9
The “missing link” in the Eastside
Legend
Existing bulk 230 kV transmission lines
Existing 115 kV transmission line
corridor
Energize Eastside project
New 230 kV power flow
Substations
New Richards Creek substationLakeside
Lake
Tradition
Talbot
Hill
Sammamish
Richards
Creek
AGENDA ITEM #5. a)
10
Energize Eastside
Energize Eastside
to provide dependable
power for years to come
Continued
conservation
Upgraded transmission lines
within the existing corridor to
deliver additional power to
homes and businesses
A new substation
to provide additional
capacity
The most reliable and cost-effective solution is
Energize Eastside
AGENDA ITEM #5. a)
11
How we got here
Proposed
project
AGENDA ITEM #5. a)
12
Ensuring a reliable transmission grid
Federal reliability
standards require
proactive planning
Studies revealed
Eastside transmission
capacity deficiency
Until system is upgraded,
corrective action plans in
place that include
intentional load shedding
Legend
Existing bulk 230 kV
transmission lines
Existing 115 kV
transmission line corridor
Substations
AGENDA ITEM #5. a)
13
Photo simulation –Renton
Photo Simulations are for discussion purposes only and may change pending public, regulatory and utility review.
Segment 3
1026 Monroe Ave NE, Renton
Pole Heights: ~ 55 feet; Proposed Pole Heights: ~ 90 feet
Note: Shown with a weathering steel finish.AGENDA ITEM #5. a)
14
Photo simulation –Renton
Segment 3
318 Glennwood Ct SE, Renton
Pole Heights: ~ 50 -70 feet; Proposed Pole Heights: ~ 75 feet
Note: Shown with weathering steel finish.
Photo Simulations are for discussion purposes only and may change pending public, regulatory and utility review.AGENDA ITEM #5. a)
15
Commitment to safety
Safely shared corridor since 1960s
PSE working with national experts
PSE’s safety focus covers design,
construction and operations
Design meets or exceeds industry
standards for seismic, high wind & ice
loads
Safety plan includes third-party safety
inspector, specialized equipment & more
AGENDA ITEM #5. a)
16
Working with property owners
Working with property
owners, City staff and
others on tree
replacement
Our goal is to have
more trees, not fewer,
when the project is
complete
AGENDA ITEM #5. a)
17
For background information
energizeeastside@pse.com
1-800-548-2614
energizeeastside.com
Environmental Impact Statement:
energizeeastsideeis.org
AGENDA ITEM #5. a)