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Return Address:
City Clerk's Office 20060915000212
City of Renton •CITY OF RENTON AG
1055 S. Grady Way PAGE001 OF 027 58.00
09/15/2006 09:24
Renton WA 98055 KING COUNTY, WA
Please print or type information WASHINGTON STATE RECORDER'S Cover Sheet (Rcw 6104)
Document Title(s)(or transactions contained therein):(all areas applicable to your document must be filled in)
1. Landing ngg Infrastructure Agreement 2.
3. 4.
Reference Number(s) of Documents assigned or released:
Additional reference#'s on page of document
Grantor(s) (Last name,first name,initials)
1. Transwestern Harvest Lakeshore, TIC
2. City of Renton
Additional names on page of document.
Grantee(s) (Last name first,then first name and initials)
1. Transwestern Harvest Lakeshore,
2. City of Renton
Additional names on page of document.
Legal description(abbreviated: i.e.lot,block,plat or section,township,range)
Lots 1, 2, 3 and 4 of the Boeing Lakeshore Landing Binding Site Plan, Recording No.
20041223000856, records of King County, Washington.
Additional legal is on page of document.
Assessor's Property Tax Parcel/Account Number El Assessor Tax#not yet assigned
0886600010, 0886600020, 0886600030, 0886600040
The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to.
verify the accuracy or completeness of the indexing information provided herein.
I am requesting an emergency nonstandard recording for an additional fee as provided in RCW
36.18.010. I understand that the recording processing requirements may cover up or otherwise
obscure some part of the text of the original document.
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Signature of Requesting Party
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CERTIFICATE Y•°''
I,the undersigned City Clerk of the .. .
City of Renton, Washington,certify/ • •--'
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that this is a true and correct copy • '' �'
- • the eenent zt
�' . Subscril>�l��:k
and sealed this 15 day ofJune 2Q , �' *
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City Clerk Bonnie I. Walton"'.,,,�• t`1•-
AGREEMENT FOR IMPROVEMENTS TO PUBLIC INFRAS r tL
FOR
THE LANDING
THIS AGREEMENT FOR IMPROVEMENTS TO PUBLICpi
INFRASTRUCTURE("Agreement")is made and entered into as of this P day of
2006,by and between the CITY OF RENTON,a municipal corporation
org and existing under the laws of the State of Washington("the City"),and
TRANS WESTERN HARVEST LAKESHORE LLC,a Delaware limited liability
company(`TILL").
RECITALS
A. TEL is the owner of that certain real property comprising 46 acres,more
or less,located within the municipal boundaries of the City in King County,Washington,
and legally described on Molnar A attached hereto("the TEL Property").
B. TEL intends to develop the TEL Property as Phase 1 of a mixed-use
retail/commercial and multi-family residential development to be known as
"The Landing,"as more particularly described hereafter. THL is the successor in interest
to The Boeing Company("Boeing")with respect to the THL Property.
C. The THL Property is a portion of a larger assemblage of real property that
is subject to,and enjoys rights vested under,certain written agreements,as follows:
• Development Agreement Between The Boeing Company and the City of
Renton for the Boeing Renton Aircraft Manufacturing Facility,dated
June 28,2002,recorded under King County Recording
No.20020802000224("the 2002 Development Agreement");
• Strander Agreement between The Boeing Company and the City of
Renton,dated December 4,2002,recorded under King County Recording
No.20060420001032("the Strander Agreement");and
• Development Agreement Between The Boeing Company and the City of
Renton for Redevelopment of a Portion of the Boeing Renton Aircraft
Manufacturing Facility,dated December 1,2003,recorded under King
• County Recording No.20031210001637("the 2003 Development
• Agreement").
D. In November 2003 the City adopted amendments to its Comprehensive
Plan designating the THL Property as Urban Center North. In November 2003 the City
also reclassified(rezoned)the TEL Property and adjacent property to the Urban
Center-North 1 zoning classification("UC-N1")under the City's adopted development
regulations. Pursuant to the State Environmental Policy Act(SEPA),RCW ch.43.21C,
Infrastructure Improvement Agreement for The Landing page 1
AGREEMENT FOR IMPROVEMENTS TO PUBLIC INFRAST1W POT E
FOR
THE LANDING
THIS AGREEMENT FOR IMPROVEMENTS TO PUBLIC bi
INFRASTRUCTURE("Agreement")is made and entered into as of this P day of
, 2006, by and between the CITY OF RENTON, a municipal corporation
org ' and existing under the laws of the State of Washington ("the City"), and
TRANS WESTERN HARVEST LAKESHORE LLC,a Delaware limited liability
company("THL").
RECITALS
A. THL is the owner of that certain real property comprising 46 acres,more
or less,located within the municipal boundaries of the City in King County, Washington,
and legally described on Err A attached hereto("the THL Property").
B. THL intends to develop the THL Property as Phase I of a mixed-use
retail/commercial and multi-family residential development to be known as
'The Landing,"as more particularly described hereafter. THL is the successor in interest
to The Boeing Company("Boeing") with respect to the THL Property.
C. The THL Property is a portion of a larger assemblage of real property that
is subject to, and enjoys rights vested under,certain written agreements, as follows:
• Development Agreement Between The Boeing Company and the City of
Renton for the Boeing Renton Aircraft Manufacturing Facility, dated
June 28, 2002, recorded under King County Recording
No. 20020802000224 ("the 2002 Development Agreement");
• Strander Agreement between The Boeing Company and the City of
Renton, dated December 4, 2002, recorded under King County Recording
No. 20060420001032("the Strander Agreement"); and
• Development Agreement Between The Boeing Company and the City of
Renton for Redevelopment of a Portion of the Boeing Renton Aircraft
Manufacturing Facility, dated December 1, 2003, recorded under King
County Recording No. 20031210001637 ("the 2003 Development
Agreement").
D. In November 2003 the City adopted amendments to its Comprehensive
Plan designating the THL Property as Urban Center North. In November 2003 the City
also reclassified (rezoned) the THL Property and adjacent property to the Urban
Center-North 1 zoning classification ("UC-NI") under the City's adopted development
regulations. Pursuant to the State Environmental Policy Act(SEPA), RCW ch. 43.210,
Infrastructure Improvement Agreement The Landing
Page 1
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the City issued an environmental impact statement(EIS) in 2003 analyzing the impacts
of, and alternatives to,such comprehensive plan amendments, the implementing
development regulations, and subsequent project development and buildout pursuant
thereto.
E. The UC-N1 designation envisions a broad range of redevelopment uses in
a dense employment center, including but not limited to retail integrated into
pedestrian-oriented shopping districts, theaters, and a range of urban-scale mixed-use
residential,office, and commercial uses. THL's proposed uses of the THL Property are
consistent with the UC-N1 designation.
F. In December 2003 the City also adopted and approved a Conceptual Plan
for Subdistrict 1A, which subdistrict includes the THL Property. That Conceptual Plan is
Exhibit 5 to the recorded 2003 Development Agreement. In October 2004 the City
amended that Conceptual Plan to permit a total of up to 800,000 square feet of retail or
other commercial development, as well as office and multi-family residential
development.
G. In its Ordinance No. 5107, enacted in November 2004, the City further
designated the planned redevelopment of the THL Property as a planned action under the
State Environmental Policy Act(SEPA), RCW ch. 43.21C.
H. THL intends to develop The Landing pursuant to and implementing the
City's applicable adopted development regulations, and pursuant to and implementing
the 2002 Development Agreement, the Strander Agreement, and the 2003 Development
Agreement, all of which agreements remain in full force and effect.
I. Accordingly, pursuant to Renton Municipal Code(RMC) § 4-9-200,
and in accordance with the approved Conceptual Plan for Subdistrict lA (as amended),
THL has applied to the City for approval of a Master Plan and a Site Plan for the THL
Property, to allow development of the THL Property as a mixed-use project including a
wide range of urban-scale mixed uses that will include the following: retail, commercial
and multi-family housing; and may include office uses. The City has not yet approved
the proposed Master Plan or Site Plan for the THL Property. However, the parties wish
to provide for the timely installation of certain infrastructure improvements in the vicinity
of the THL Property that will be required for future development of the THL Property.
J. Pursuant to and in accordance with the 2003 Development Agreement,
the City is obligated to construct substantial arterial public street improvements and other
public infrastructure improvements in the vicinity of, and through, the THL Property,
principally at the City's cost and expense, with contribution by THL of the costs and
expenses of designing, engineering, and constructing certain left-turn storage lanes and
traffic signalization at designated intersections serving the THL Property, as hereafter
provided.
K. Although not yet completed, the City has at its expense begun the design
of such public infrastructure improvements. The parties now wish to establish a specific
Infrastructure Improvement Agreement for The Landing page 2
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schedule for the City's completion of such design, together with a specific schedule for
the City's completion of engineering and construction of such infrastructure
improvements, to be diligently pursued by the City subject to the condition as set forth
herein that THL must provide assurance to the City that THL has obtained sufficient
commitments from retailers demonstrating the economically-viable development of The
Landing Phase 1.
NOW, THEREFORE, in consideration of the mutual agreements of the parties set
forth herein, as well as other valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby covenant and agree as follows.
AGREEMENTS
1. City's Financing and Construction of Public Infrastructure
Improvements. Consistent with Section 4 of the 2003 Development Agreement,
the City agrees to pay the fees,costs, and expenses of designing, engineering, and
constructing certain public infrastructure improvements (excepting a portion of such fees,
costs, and expenses, which will be borne by THL as specified in Subsection 1.8 below),
and thereafter to complete the design and engineer and construct such public
infrastructure improvements to applicable City standards (including specified upgrades as
agreed to by the parties), for the benefit of City residents and to support THL's intended
development of The Landing. Such public infrastructure improvements are collectively
termed"the City's Infrastructure Improvements" herein. The City's Infrastructure
Improvements will be constructed in accordance with engineering plans and
specifications approved by THL, which approval will not be unreasonably withheld.
Further, the City's Infrastructure Improvements will be constructed in accordance with
the schedule specified below.
1.1. City's Construction of Street Improvements. After performing any
required environmental review and obtaining any required governmental
permits or approvals, the City will design, engineer, and construct arterial
street improvements, as follows, and as more particularly described on
EXHIBIT B attached hereto:
1.1.1. Logan Avenue North—three vehicle travel lanes from Park
Avenue North to North 8th Street; and four vehicle travel lanes
from North 8th Street to North 6th Street;
1.1.2. Park Avenue North—five vehicle travel lanes from Logan Avenue
to North 6th Street;
1.1.3. North 8th Street—five vehicle travel lanes from Garden Avenue to
Logan Avenue; and
1.1.4. North 10th Street—three vehicle travel lanes and two vehicle
parking lanes from Garden Avenue to Logan Avenue, with a
Infrastructure Improvement Agreement for The Landing page 3
1
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roundabout located between Logan Avenue and Park Avenue
North.
1.2. City to Select Contractors. Construction of the City's Infrastructure
Improvements will be undertaken by licensed contractors selected and
retained at the City's sole discretion, and in accordance with applicable
laws, regulations, and ordinances governing the bidding, award, and
administration of public contracts for City improvements. All contracts
for the City's Infrastructure Improvements to which the City is a party will
contain provisions imposing substantial monetary penalties or
disincentives on the contractor for such contractor's failure to complete
construction of the applicable portion of the City's Infrastructure
Improvements by the either of(1) the deadline specified in the contract; or
(2)the deadlines specified in Exhibit C attached hereto.
1.3. City's Construction of Public Utilities. In accordance with Section 4 of
the 2003 Development Agreement, the City will, as part of the City's
Infrastructure Improvements, also install subsurface potable water mains
and lines, sanitary sewer mains and lines, and stormwater conveyance
lines, together with other necessary appurtenances and facilities, within
the public rights-of-way listed in Subsection 1.1 above, and as more
particularly described on ExmBrr B-hereto. Such improvements will be
sized to serve at least the total following projected development on the
THL Property, which development is consistent with the approved
Subdistrict lA Conceptual Plan, as amended: 700,000+s.f. of retail,
restaurant, and entertainment uses, 900 multi-family residential units; and
57,000 s.f. of office space; plus appurtenances.
1.4. Installation of Franchise Utilities. In accordance with Subsection 4.10 of
the 2003 Development Agreement, the City and THL have signed a letter
agreement dated February 27, 2006, with various Franchise Utilities. A
copy of the letter agreement is attached as Exhibit D and incorporated
herein. THL acknowledges the City will not be responsible for any delays
to development of the property caused by the actions or non-actions of the
Franchise Utilities, provided the City does agree to use its best efforts and
jurisdictional authority over public right-of--ways to cause the utility to
timely perform their responsibilities as set forth in the February 27, 2006
letter.
1.5. Construction Schedule for City's Infrastructure Improvements. The City
will adhere to the schedule for construction of the City's Infrastructure
Improvements set forth in Exuma C attached hereto and will use its best
reasonable efforts to complete the City's Infrastructure Improvements
even sooner than specified in that schedule, if reasonably feasible.
Infrastructure Improvement Agreement for The Landing page 4
1.6. City to Complete Improvements in Timely Fashion. The parties
understand and agree that timely completion of the City's Infrastructure
Improvements is necessary in order for THL and its prospective mixed-use
property purchasers and tenants to be able to open their retail and
commercial businesses in accordance with their projected schedules.
Accordingly, the City acknowledges its obligations pursuant to
Subsection 4.1.8 of the 2003 Development Agreement to provide mutually
acceptable interim access to the THL Property if the City fails to timely
complete the City's Infrastructure Improvements before issuance of the
first occupancy permit for a building in Phase I of The Landing.
In addition, the parties will use their best efforts to complete their
respective 2006 development activities on and adjacent to the THL
Property by their scheduled completion dates, and to cooperate with one
another in their respective development activities on and adjacent to the
THL Property in accordance with Section 3 below.
1.7. THL's Payment for THL Street Improvements. THL will reimburse the
City in full for the City's fees, costs, and expenses of designing,
engineering, and constructing certain street improvements to be installed
by the City pursuant to Subsection 1.1 above, all as more particularly
described on Exmrr B hereto. Such reimbursement will be made in
accordance with the following procedures:
1.7.1. Immediately after completion of the final design and engineering
of the City's Infrastructure Improvements, which will include the
THL Street Improvements, the City's engineers will prepare an
"Engineer's Estimate"conforming to the industry standard and
stamped by the responsible engineer and will deliver a copy of that
Engineer's Estimate to THL. The Engineer's Estimate will contain
a comprehensive list of pay items, quantities, prices, contingencies,
and estimated costs to complete, including but not limited to the
following:
1.7.1.1. An estimate of the fees, costs, and expenses of the street
improvements covered by this Agreement and an
estimate of each party's share thereof;
1.7.1.2. A construction schedule for all such improvements,
which shall be consistent with the schedule attached
hereto as Exxmrr C;
1.7.1.3. Procedures for THL's payment in equal monthly
installments of its percentage share of the estimated
fees, costs, and expenses of the street improvements
covered by this Agreement, provided, however, that
after construction of all such improvements has been
Infrastructure Improvement Agreement for The Landing page 5
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completed, the total amount then paid by THL will be
reconciled against THL's share of the actual fees, costs,
and expenses of the street improvements covered by
this Agreement, via copies of contractors' invoices or
other documentation. Thereafter, the City will
promptly refund to THL any amount already paid by
THL in excess of THL's actual share, or alternatively,
THL will promptly pay the City any shortfall in THL's
actual share not already paid.
1.8. Sidewalks. The City will reimburse THL in full for THL's fees,costs and
expenses of designing, engineering and constructing certain sidewalk
improvements to be installed by THL, all as are particularly described on
Exhibit B attached hereto. Such reimbursement will be made in the same
manner as the procedure set forth in subsection 1.7.1
2. City's Infrastructure Construction Obligations Contingent on THL's
Provision of Sufficient Evidence of Progress. Immediately upon execution of this
Agreement, the City will diligently pursue its completion of the design of the City's
Infrastructure Improvements, and will thereafter diligently pursue the engineering and
construction of the City's Infrastructure Improvements. However, after June 12, 2006,
the City's obligations to continue its work on the design, engineering, and construction of
the City's Infrastructure Improvements, and in accordance with the schedule set forth in
EXHIBIT C are conditioned and contingent upon THL's providing notice to the City, on or
before June 12, 2006, of evidence that THL has made sufficient progress toward
obtaining specified commitments by property purchasers or lessees, or prospective
purchasers or lessees, of their participation in the future development of The Landing as
an economically-viable mixed-use retail/commercial/residential project, as follows.
2.1. For purposes of this Agreement, such evidence of sufficient progress
toward obtaining specified commitments will consist of at least all of the
following (but only one of the two alternatives listed in Subsection 2.1.6),
copies of which must be provided to the City along with THL's notice to
the City described above:
2.1.1. Purchase and Sale Agreement executed by THL as seller and by a
purchaser, evidencing THL's agreement to sell such purchaser
a portion of the THL Property for subsequent development as
a multi-family residential project;
2.1.2. Term sheet executed by a commercial bank or other lending
institution of a loan to THL of approximately 75% of loan to value
ratio of Phase 1 of The Landing;
2.1.3. Letter of intent, executed by THL as prospective seller and by a
prospective purchaser, establishing the primary business terms for
Infrastructure Improvement Agreement for The Landing page 6
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a sale by THL to such purchaser of a portion of the THL Property
for subsequent development as a discount department store;
2.1.4. Letter of intent executed by THL as prospective lessor and a
cinema theater operator as prospective lessee, establishing the
primary business terms for a multiyear lease by THL to such
operator of a portion of the THL Property for subsequent
development as a multi-screen cinema theater.
2.1.5. Letter of intent executed by THL as prospective lessor and an
established multi-location physical fitness retailer as prospective
lessee,establishing the primary business terms for a multiyear
lease by THL to such retailer of a portion of the THL Property for
subsequent development as a physical fitness business; and
2.1.6. Either one of the following:
2.1.6.1. Letter of intent executed by THL as prospective lessor
and a large-format anchor retailer as prospective-lessee,
establishing the primary business terms for a multiyear
lease by THL to such retailer of a portion of the
THL Property for subsequent development as a
large-format anchor retail store; or
2.1.6.2. Letters of intent executed by THL as prospective lessor
and retailers as prospective lessees, establishing the
primary business terms for multiyear leases by THL to
such retailers of portions of the THL Property for
subsequent development of at least 100,000 square feet
of retail stores.
2.1.7. Submittal by May 1, 2006 of a site plan for Phase 1 of the THL
Property.
2.2 If THL provides the City with such timely notice by June 12, 2006,
including the evidence of sufficient progress specified above, then the City
will be deemed to have conclusively determined that THL has obtained
sufficient commitments from retailers for the viable development of The
Landing Phase 1, and the City will thereafter diligently pursue the
engineering and construction of the City's Infrastructure Improvements in
accordance with the schedule set forth in Exhibit C. Notwithstanding the
foregoing, the parties acknowledge that Section 4.1.5.4 and 4.1.5.5 of the
2003 Development Agreement are binding on the parties and if tax
revenues fall short of those projected due to changes in the expected scope
or timing of the retail activity projected from the commitments identified
above,the City may delay infrastructure construction until the tax revenue
shortfall is satisfactorily addressed.
Infrastructure Improvement Agreement for The Landing page 7
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2.3 If THL does not provide the City with such timely notice by
June 12, 2006, including the evidence of sufficient progress specified
above, then the City will thereafter have no further obligation under this
Agreement to pursue and complete the design,engineering, and
construction of the City's Infrastructure Improvements in accordance with
the schedule set forth in EmuBrr C; provided, however, that the City will
nevertheless remain obligated to perform its duties from time to time as
established in Section 4 of the 2003 Development Agreement; and
provided further that such 2003 Development Agreement and all of the
City's duties thereunder will nevertheless remain in full force and effect.
3. Parties' Cooperation in Development Process. THL and the City agree
that they will use their best efforts to cooperate with one another to coordinate their
respective development activities and other contemporaneous development activities on
and in the vicinity of the THL Property, in order to minimize delays, interference,
increased costs and expenses, or conflicts between and among such development
activities that might arise unless anticipated and resolved. Without limitation, the parties
agree to effectuate the agreement in the preceding sentence at least as follows:
3.1. Each of the parties agrees to appoint authorized representatives that will
meet with the other party's authorized representatives from time to time,
and at least weekly while such development is occurring on and in the
vicinity of the THL Property, in order keep each party informed of the
other party's then-current and forthcoming development activities, and to
resolve potential conflicts in the parties' development activities.
3.2. The parties will cooperate with one another and use their best efforts,
together with Boeing, to complete the processing and obtain City approval
of an amended binding site plan that will further subdivide certain of the
lots established in the Boeing Lakeshore Landing Binding Site Plan, King
County Recording No. 20041223000856 ("the Boeing Binding Site
Plan"), subject to the requirement that THL must first obtain Master Plan
approval from the City pursuant to RMC § 4-9-200.
3.3. The parties will further cooperate with one another and with
FF Realty LLC, the prospective purchaser of Lot 2A of the Boeing
Binding Site Plan, consisting of approximately 7.82 acres, as such Lot 2A
may be further subdivided in the amended binding site plan referred to in
Subsection 3.2 above ("the FF Property"). The parties understand that if
THL obtains Master Plan and Site Plan approval for The Landing Phase 1
from the City, then FF Realty intends to develop approximately 900
multifamily units on the FF Property contemporaneously with the parties'
development activities described above. The parties will keep FF Realty
Infrastructure Improvement Agreement for The Landing page 8
informed of the parties' then-current and forthcoming development
activities, and will use their best efforts to resolve potential conflicts
between FF Realty's development activities and the parties' development
activities.
3.4. The parties will further cooperate with one another and with any
prospective purchaser of the portion of Lot 3A of the Boeing Binding Site
Plan, consisting of approximately 7.90 acres, as such Lot 3 may be
adjusted in the amended binding site plan referred to in Subsection 4.2
above ("the Lot 3 Property"). The parties understand that if THL obtains
Master Plan and Site Plan approval for The Landing Phase 1 from the
City, then THL intends to sell the Lot 3 Property to a purchaser for
development of a discount department store contemporaneously with the
parties' development activities described above. If THL enters into a
purchase and sale agreement with such a purchaser for its purchase of the
Lot 3 Property and so notifies the City, then the parties will keep such
purchaser informed of the parties' then-current and forthcoming
development activities, and will use their best efforts to resolve potential
conflicts between such purchaser's development activities and the parties'
development activities.
4. Dispute Resolution Procedures; Further Remedies. The City and THL
will each act in good faith and deal fairly in performing their respective obligations under
this Agreement in order to accomplish their mutual objectives and avoid disputes. If a
dispute arises with respect to a party's rights or obligations under this Agreement, then
the parties agree to utilize the dispute resolution process contained herein, which will be
non-binding but will be a condition precedent to having said dispute decided in court by a
judge or jury.
4.1. Parties' Good Faith Obligation to Resolve Disputes. If a dispute arises
between the City and THL with respect to any provision of this
Agreement, then the parties will proceed in good faith to resolve such
dispute as expeditiously as possible and will cooperate, so that the
progress of the design, engineering, and construction of the City's
Infrastructure Improvements and the THL Street Improvements are not
delayed. Such cooperation will include notice to the other party
describing the dispute, affording the other party a reasonable opportunity
to cure any alleged default or cause of the dispute, and thereafter meeting
in order to attempt to resolve the dispute. If, however, the parties are
unable to resolve the dispute within three (3) business days after the first
meeting between them to resolve it, then either party may refer the dispute
to the Mediator as provided below.
4.2. Use of Mediator. For any dispute which cannot be resolved by the parties,
the mediator hereunder("Mediator") must be an experienced mediator
familiar with street design, engineering, and construction projects who is
Infrastructure Improvement Agreement for The Landing page 9
mutually designated by the City and THL to resolve such dispute. The
Mediator must act impartially and independently in considering the facts
and conditions surrounding any dispute presented by the City and THL;
provided, however, that the Mediator's recommendations concerning any
such dispute are advisory only. The Mediator's recommendations must be
based on the pertinent provisions of this Agreement and the facts and
circumstances involved in the dispute. The Mediator's recommendations
must be furnished in writing to the parties.
4.3. City's Duty to Furnish Documents to Mediator. The City must furnish the
Mediator with one copy of all applicable plans, preliminary and final
designs,engineering plans and specifications, contract documents,
interpretative reports, progress schedule and updates, monthly progress
reports, and any other documents pertinent to the performance of this
Agreement and necessary to the performance of the Mediator's duties
hereunder
4.4. THL's Duty to Furnish Documents to Mediator. THL must furnish the
Mediator with one copy of all documents it might have,other than those
furnished by the City, that are pertinent to the performance of the
Mediator's duties hereunder.
4.5. Mediator's Fees to Be Paid Equally. The fees charged by the Mediator
will be split equally between the two parties, and each party will promptly
pay its share to the Mediator. The Mediator's compensation will include
compensation for all materials, supplies, travel, office assistance and
support, and incidentals necessary to provide the services described
herein. Payment for services rendered by the Mediator will be at the
Mediator's standard hourly rate as approved by the City and THL prior to
commencement of the dispute resolution proceeding.
4.6. Mediator Not an Employee. The Mediator, in the performance of any
duties described herein, will act in the capacity of an independent agent
and not as an employee of either the City or THL. The parties agree to
absolve the Mediator from, and not to bring any claim or cause of action
against the Mediator for, any personal or professional liability to the
parties arising from the Mediator's recommendations made hereunder,
unless due to the Mediator's gross negligence or willful malfeasance.
4.7. Remedies After Mediation. After the Mediator has issued a written
decision on any dispute referred by the parties to the Mediator, an
aggrieved party may enforce its rights under this Agreement by bringing
an action in court for damages, specific performance, declaratory
judgment, injunctive relief, or any other remedy available at law or in
equity.
Infrastructure Improvement Agreement for The Landing page 10
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4.8. Venue and Attorneys'Fees. Venue for any such court action will lie
exclusively in King County Superior Court, King County, Washington. In
any such action, the substantially prevailing party will be entitled to
recover its reasonable costs and attorneys' fees,including fees and
expenses incurred in the appeal of any order or judgment of a lower court.
5. Miscellaneous Provisions.
5.1. Time of the Essence. Time is of the essence of this Agreement and of
every provision hereof, except all deadlines occurring prior to Sept 1
2006, as set forth in the Agreement are extended for thirty(30)days.
5.2. Entire Agreement. This Agreement is in addition to and in furtherance of
the 2003 Development Agreement and contains the entire agreement
between the parties with respect to the subject matter hereof. There are no
other agreements, oral or written, except as expressly set forth herein.
5.3. Agreement Binding on Successors; Covenants Running with the Land.
Except for the terms and conditions of Section 2 of this Agreement, which
shall be nondelegable and binding only upon THL, the terms and
conditions of this Agreement will be binding upon the parties and their
successors and assigns. Except for the terms and conditions of Section 2
of this Agreement, the terms and conditions of this Agreement are
intended to be and will constitute covenants running with the THL
Property, for the benefit and burden thereof, and for the benefit and burden
of the City and its rights of way.
5.4. Amendment. Any amendment or modification of this Agreement will be
in writing and executed by both parties.
5.5. Authority. The persons executing this Agreement on behalf of a party
represent and warrant that they have the authority of such party to enter
into this Agreement on the terms and conditions herein stated.
5.6. Exhibits Incorporated. The exhibits attached to this Agreement are
incorporated herein by this reference as if fully set forth.
5.7. Recording. This Agreement will not be filed for recording by either party.
5.8. Severability. If any section or subsection of this Agreement is adjudged to
be invalid or unenforceable by a court of competent jurisdiction, the
remaining sections and subsections hereof will be unaffected and will
continue in full force and effect.
5.9. Interpretation. All parties were represented by counsel throughout the
drafting and execution of this Agreement. The provisions of this
Agreement will not be construed for or against any party.
Infrastructure Improvement Agreement for The Landing page 11
1 i /I 6 S
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5.10. Headings. The headings of the various sections and subsections of this
Agreement are inserted for convenience only and will not be deemed to
expand, limit, or otherwise affect its terms and conditions.
5.11. Governing Law. This Agreement will be construed under the laws of the
State of Washington.
5.12. No Continuing Waiver of Default. The waiver of any default under any
provision of this Agreement does not constitute a waiver of any other
default, whether of the same or of any other provision.
5.13. Notices. Any notice, demand, or request to a party required or permitted
under this Agreement must be in writing, sent postage prepaid via U. S.
mail,or hand-delivered, to the other party at the address set forth below
(or at such other address and to such other recipient as will be designated
by a party in a notice to the other parties). All such notices will,if mailed,
be effective three(3)business days after deposit in an
officially-designated U. S. mail receptacle, or, if hand-delivered,upon
receipt. Notices will be given as follows:
5.13.1. If to the City:
Jay B. Covington, Chief Administrative Officer
City of Renton
Renton City Hall
1055 South Grady Way
Renton,WA 98055
with a copy to:
Lawrence J. Warren, Renton City Attorney
Office of the City Attorney
P.O. Box 626
Renton, WA 98057
5.13.2. If to THL:
Transwestern Harvest Lakeshore, LLC
c/o Harvest Partners
Attn: Tod Ruble
8214 Westchester Drive, Suite 650
Dallas, TX 75225
and
Transwestern Harvest Lakeshore, LLC
do Transwestern Investment Co., LLC
Infrastructure Improvement Agreement for The Landing page 12
Attn: Dirk Degenaars,Managing Director
150 North Wacker Drive, Suite 800
Chicago, IL 60606
with a copy to:
Richard R. Wilson and Jerome L. Hillis
Hillis Clark Martin &Peterson, P.S.
500 Galland Building
1221 Second Avenue
Seattle, WA 98101-2925
5.14. Delays for Force Majeure. If either party is delayed in the performance of
its obligations under this Agreement due to Force Majeure, then
performance of those obligations will be excused for the period of delay.
As used herein, "Force Majeure" means extraordinary natural elements or
conditions in the Puget Sound region of Washington, war, riots, labor
disputes, or other causes beyond the reasonable control of the obligated
party.
5.15. Indemnification. Each party will defend, indemnify, and hold the other
party, and its officers, officials, and employees, from and against any and
all claims, damages, losses or suits, including attorneys' fees, arising out
of or resulting from such party's performance under this Agreement,
except for damages or injuries caused by or resulting from the sole
negligence of the other party.
Infrastructure Improvement Agreement for The Landing page 13
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CITY OF RENTON
T<P4
by KathylKeolker,Mayor
Attest:
.J Ct)aLtan-
City Clerk Bonnie I. Walton `t
tkl. La. •
'
•
Approved as to Form: �,e''••........•••c'
Lawrence J. Warren, City Attorney
TRANSWESTERN HARVEST LAKESHORE, LLC
a Delaware limited liability company
By: Harvest Lakeshore, Ltd.
a Texas limited partnership,Manager
By: Harvest Lakeshore Partners, LLC
a Texas limited liability company
By:
Tod A. Ruble,Manager
STATE OF TEXAS
ss.
COUNTY OF DALLAS
On this day personally appeared before me Tod A. Ruble, to me known to be the
Manager of Harvest Lakeshore Partners, LLC, the LLC that executed the foregoing
instrument, and acknowledged such instrument to be the free and voluntary act and deed
Infrastructure Improvement Agreement for The Landing page 14
4 : •
of such LLC, for the uses and purposes therein mentioned, and on oath stated that he was
duly authorized to execute such instrument.
GIVEN UNDER MY HAND AND OFFICIAL SEAL this (dk-day of
AS— , 2006.
SC�Cge
ti* 6,Ltufes.,,�` ' �
Printed Nathe Qe6 e cca. CQ-t v
• 0. t�
• NOTARY PUBLIC in and for the State of Texas,residing at
" s = TJc,,.ttas %m'
q� My Commission Expires VS..j 2-00 6.
V 20
•
Infrastructure Improvement Agreement for The Landing page 1 S
•
•
EXHIBIT A
LEGAL DESCRIPTION OF THL PROPERTY
(RECITAL A)
Lots 1, 2, 3 and 4 of the Boeing Lakeshore Landing Binding Site Plan, Recording No.
20041223000856, records of King County, Washington.
Infrastructure Improvement Agreement for The Landing page 16
•
EXHIBIT B
DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS FOR
THL PROPERTY
(SECTION 1)
CITY'S PUBLIC STREET IMPROVEMENTS
(SUBSECTION 1.1)
• Roadways
All roadways will include decorative roadway illumination poles/signals and
stamped color concrete for intersection and crosswalks. Where on street parking
is provided, parking stalls will be stamped color concrete.
• Park Avenue North (South of N. 8th St. to Logan Ave.)
Will be widened to include five-lane roadways section, with on street parking,
landscape median, wide sidewalks with tree wells
• Logan Avenue North (N. 6th St to Garden Ave)
Will be constructed to include a three to four lane roadway section, bike path,
landscape strip, and sidewalk
• North 8th Street(Logan Ave. to Garden Ave.)
Will be constructed to include a five-lane roadway section, landscape strips, and
sidewalks
• North 10th Street (Logan Ave. to Garden Ave.)
Will be constructed to include a three-lane roadway, on street parking, decorative
roundabout, raised pedestrian crossing, landscaping, and sidewalks
CITY'S PUBLIC UTILITY IMPROVEMENTS
(SUBSECTION 1.3)
• Sewer Improvements
Project will provide 12-inch sanitary sewer line in North 8th Street, North 10th
Street and part of Park Avenue for connection to the King County 96 inch
METRO line. Project includes lateral stub outs to the right-of-way line for point
of connections needed by the development.
• Water Improvements
Project will provide 12-inch water line in North 8th Street, North 10th Street,
Logan Avenue, and Park Avenue. Includes fire hydrants on the roadways and
lateral stub outs to the right-of-way for point of connections needed by the
development.
Infrastructure Improvement Agreement for The Landing page 17
, • • .
• Stormwater Improvements
Project will provide stormwater conveyance within Logan Ave, and Park Ave.
that serves runoff contributed by the City's roadways and the development
property. Project also includes a collector system and water treatment facilities
for the roadway stormwater runoff in all road sections.
THL's STREET IMPROVEMENTS
(SUBSECTION 1.7)
• THL's Street Improvements
THL is responsible for the costs of the roadway and portion of the cost of traffic
signals necessary to support left turn movements into the Landing. The
intersections of Logan Avenue and 8th Street, Logan Avenue and 10th St,Logan
Avenue and Park Ave., Park Avenue and 10th Street, and Park Avenue and 8th
Street are included.
Planning level cost estimates for these improvements are as follows:
8th and Logan $24,000
10th and Logan $13,200
Park and Logan $25,200
10th and Park $26,400
8th and Park $27,600
THL's STREET IMPROVEMENTS
(SUBSECTION 1.8)
• THL's Sidewalk Improvements
THL's contractor will install portions of sidewalk within City right-of-way for
segments of Park Avenue and North 10`h Street, as shown in Exhibit B. Will also
include installing tree grates, furnished by the City within the sidewalk location.
Infrastructure Improvement Agreement for The Landing page 18
L
4 r i
•
EXHIBIT C
CITY'S SCHEDULE FOR
CONSTRUCTION OF STREET IMPROVEMENTS
FOR THL PROPERTY
(SUBSECTION 1.6)
• April 26,2006 -Bid Advertisement
• May 23, 2006 -Bid Opening
• July 10,2006 - Construction Notice to Proceed
• September 15,2007—Construction: Substantial Complete
PROJECTED SCHEDULE
FIRST BUSINESS IN THE LANDING PHASE 1
• October 15, 2007—Stores and cinema open
Infrastructure Improvement Agreement for The Landing page 19
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HARVEST PARTNERS SIDEWALK AREA
Page 4 of 4
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Exhibit D
February 27th, 2006
Robert P. Steen II, RCDD
Sr. Design Engineer
Qwest
23315 66th Avenue South
Kent, WA 98032
Jacoline Stewart
Major Accounts Executive
Puget Sound Energy
PO Box 97034 PSE-11N
Bellevue, WA 98009-9734
Bill Walker
Construction Coordinator
Comcast
4020 Auburn Way North
Auburn, WA 98002
Subject: The Landing—South Lake Washington Roadway Improvements Project
Shared Joint Trench Issues
Dear Mr. Steen, Ms. Stewart and Mr. Walker:
The purpose of this letter is to confirm statements of both the City of Renton and the developer
of The Landing, Transwestern Harvest Lakeshore LLC(THL), concerning public rights-of-way
and sharing of joint trench costs for the project known as The Landing(also known as South
Lake Washington Roadway Improvements).
The following streets will be constructed in public right-of-way:
• Logan Avenue North—from North 6`"Street to Garden Avenue North
• Park Avenue North—from North 6'" Street to Logan Avenue North
• North 8`"Street— from Logan Avenue North to Garden Avenue North
• North 10'" Street—from Logan Avenue North to Garden Avenue North
Logan Avenue North will be a new street that roughly parallels and is east of the existing street
that is on The Boeing Company(Boeing)property. North 8`" Street will be a new street between
Logan Avenue North and Park Avenue North, and the existing street will be widened east of
Park Avenue North. North 10'"Street will be an entirely new street between Logan Avenue
Robert P.Steen II,RCDD,Qwest
Jacoline Stewart,Puget Sound Energy
Bill Walker,Comcast
February 27,2006
Page 2 of 3
North and Garden Avenue North. You have previously received mapping and plans of these
street improvements.
The City of Renton, by agreement with THL, will be reimbursed by THL for the costs of
providing underground franchise utilities that are located within the public rights-of-way if our
general contractor installs them. THL will have the right to review and approve these costs. The
City and THL are currently finalizing the details of that agreement.
Thus, the joint trench that has been shown on the plans in the public rights-of-way will be
constructed by the City of Renton at no cost to you. The City's contractor will also install, using
a contractor from your approved list, your conduits and will backfill the trench. The City
contractor will also install any vaults that must be located within the City right-of-way. The
installation of conduit, vaults (if any), and backfill will be performed at no cost to you.
The City's contractor will also install necessary vaults on private property if they are located on
easements immediately adjacent to the public rights-of-way and they are needed to terminate
your conduit runs. All costs beyond that will be subject to your agreement with THL.
We are proposing that you supply the conduits and vaults needed for your installation. In this
manner, you will be assured that the materials meet your specifications. From the City's point of
view, our contractor will be spared the necessity of procurement of those items. The City has
arranged for a contractor staging and laydown area located in the southeast corner of North 8th
Street and Park Avenue North. We believe that the area will be sufficient to provide room for
storage of your materials.
The costs of providing the vaults and basic conduits needed for The Landing project need to be
part of your agreements with THL and should be billed directly to THL. Conduit needed for
relocation of existing facilities required because of the new street construction, and conduit
needed for future expansion of your facilities would, of course, be your responsibility.
The current schedule for the roadway and infrastructure improvements calls for bid
advertisement on Wednesday, April 5. To be able to get the City's contract to include the
conduit and vault installation, the City needs your final (or nearly final)design plans by March
17, 2006. This will allow the City's design consultant to include your plans in the contract and
to come up with bid quantities. We understand that some changes may still be needed but we
need your best information to have a basis for obtaining bids. We hope to have a contractor in
the field no later than June 12, 2006, with the City's roadway and infrastructure construction
substantially complete by August 2007.
Please contact our project manager, Rob Lochmiller,PE at 425-430-7303 if you have any
questions.
H:\DIV\TRANS\DE\ROB\DOEING REDEV\CORRES'2-20-06 JOINT UTILITY TRENCH LETTER FINAL
P
Robert P.Steen II,RCDD,Qwest
Jacoline Stewart,Puget Sound Energy
Bill Walker,Comcast
February 27,2006
Page 3 of 3
Sincerely,
City of Renton Transwestern Harvest Lakeshore LLC
Planning/Building/Public Works Department a Delaware limited liability company
By: Harvest Lakeshore, Ltd.
a Texas limited partnership, Manager
By: Harvest Lakeshore Partners, LLC
a Texas limited liability company
Ae 01,97-10/".-
•-�._ _
By: By.
Gregg Zimmerman, PE,Administrator Eliot B.Barnett, Manager
cc: Peter Hahn,Interim Transportation Systems Director,City of Renton
Ben Wolters,Economic Development Director,City of Renton
Rich Perteet,Interim Transportation Design and Planning Supervisor,City of Renton
Rob Lochmiller,Transportation Design Project Manager,City of Renton
Tod Ruble,Partner,Harvest Partners
Blaine Lee,Partner,Harvest Partners
Rob King, RCCMI
HADIV‘TRANS\DL:RO31BOE1NG REDEVICORRESI2-20-06 JOINT UTILITY TRENCH LETTER FINAL
701017Wricozi z_
A? t•
The City of Renton's Consent and Certificate
The undersigned(the"City")has entered into certain contracts and agreements including,
but not limited to, those listed on Exhibit A attached hereto and made a part hereof(as the same
may be amended or supplemented from time to time, the "Agreements") with Transwestern
Harvest Lakeshore, L.L.C., a Delaware limited liability company ("Owner"), or its predecessors
and assigns, pertaining to the development of, and construction of certain improvements (the
"Improvements") on, the land (the "Land") more particularly described on Exhibit B attached
hereto and made a part hereof. The City acknowledges that Owner will assign to Bank of
America, N.A., a national banking association ("Agent"), as administrative agent for itself and
other lenders ("Lenders"), for the benefit of Lenders, all of Owner's rights (but not Owner's
obligations) in and to the Agreements as security for the obligations of Owner under an
Amended and Restated Loan Agreement (the "Loan Agreement") to be entered into between
Owner, Agent and Lenders. The City consents to and agrees to be bound by that assignment.
The City further certifies to and agrees with Agent as follows:
1. The Agreements are in full force and effect, and neither Owner nor the City is in
default under any of the Agreements.
2. If Owner defaults in making any payment or in performing any other obligation
under any of the Agreements, or if any of the Agreements are terminated for any reason,the City
will give Agent written notice of the default or termination. Prior to exercising any remedy
available to the City under any of the Agreements as a result of a default, the City will afford to
Agent a period of thirty(30)days within which to cure the default(it being acknowledged by the
City that Agent shall have no obligation to cure any default by Owner). If any of the
Agreements are terminated, the City, at the request of Agent, will enter into a new agreement
with Agent upon substantially the same terms and conditions as set forth in the terminated
Agreement. Any notice of default or termination will be delivered by personal delivery or by a
nationally recognized overnight courier service or will be mailed by certified mail, return receipt
requested,to the following address:
Bank of America,N.A.—Real Estate Group
231 South LaSalle Street
IL1-231-12-15
Chicago, Illinois 60697
Attention: Marilyn Weisbrodt
Fax Number: (312) 828-2838
[Continued]
The Landing-City of Renton Consent and Certificate(4).DOC
I
t i
ti. A A
� 1
With a copy to:
Through June 30, 2007:
Barack Ferrazzano Kirschbaum Perlman&Nagelberg LLP
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
Attention: Howard J. Kirschbaum,Esq.
Fax Number: (312) 984-3150
After June 30,2007:
Barack Ferrazzano Kirschbaum Perlman&Nagelberg LLP
200 West Madison Avenue, Suite 3900
Chicago, Illinois 60606
Attention: Howard J. Kirschbaum,Esq.
Fax Number: (312) 984-3150
3. In the event that Agent or any other party ("Owner's Successor") shall acquire
title to the Land through foreclosure or deed in lieu of foreclosure, the City, if requested by
Owner's Successor, will continue to perform its obligations under any of the Agreements,
provided that any past due amounts owed to the City under such Agreement are paid to the City
promptly following the request by Owner's Successor and provided that the City is thereafter
compensated for its services, if any, as provided in the Agreement. If the City is not requested
by Owner's Successor to continue to perform its obligations under any of the Agreements, then
any continuation of such performance by the City shall be solely for the account of Owner, and
the City will not assert any claim against Agent or Owner's Successor for any amounts owed to
the City under such Agreement.
4. From time to time from and after the date hereof, the City shall execute and
deliver such further consents and certificates as Agent may reasonably request to effectuate more
fully the purposes and intent of this Consent and Certificate and to further perfect the rights and
interests of Agent in and to the Agreements.
5. The City acknowledges that Agent and the Lenders will rely on this Consent and
Certificate in making the loan to Owner that is contemplated by the Loan Agreement.
[Signature Page to Follow]
The Landing-Cityof Renton Consent and Certificate(4).DOC
( )
City has executed and delivered this Consent and Certificate on the alY day of L��t
ti
2007.
CITY:
CITY OF RENTON
By:
Name: Kath Keolker
Title: Mayor
Attest: .)46e7
Bonnie I.Walto.d,City Clerk
The Landing-City of Renton Consent and Certificate(4).DOC
4
EXHIBIT A
CONTRACTS
1. Development Agreement for the Boeing Renton Aircraft Manufacturing Facility dated
June 28,2002, by and between The Boeing Company("Boeing") and the City of Renton
(the"City"),recorded as Document No. 20020802000224
2. Strander Agreement dated December 4,2002,by and between Boeing and the City,
recorded as Document No. 20060420001032
3. Development Agreement for Renton Plant Development dated December 1, 2003,by and
between Boeing and the City,recorded as Document No. 20031210001637
4. Agreement for Improvements to Pubic Infrastructure for The Landing dated June 8,2006,
by and between the City and Transwestern Harvest Lakeshore,L.L.C. ("Transwestern")
5. Parking Garage Agreement for the Landing dated February 16, 2007,by and between the
City and Transwestern
6. Parking Garage Operation and Easement Agreement,dated ,200_by and
between the City and Transwestern [To be executed post-closing]
The Landing-City of Renton Consent and Certificate(4).DOC
EXHIBIT B
LEGAL DESCRIPTION
THE LAND
PARCEL A:
LOTS 1A AND 4A OF KING COUNTY LOT LINE ADJUSTMENT,RECORDED AUGUST
8,2006,UNDER RECORDING NO.20060808900001 IN KING COUNTY, WASHINGTON.
PARCEL B:
LOT 1 OF KING COUNTY SHORT PLAT,ACCORDING TO PLAT RECORDED
OCTOBER 24,2006,UNDER RECORDING NO.20061024900005 IN KING COUNTY,
WASHINGTON.
SITUATE IN THE CITY OF RENTON,COUNTY OF KING, STATE OF WASHINGTON.
TAX ACCOUNT NOS.: 088660-0010-04; 088660-0020-02; AND 088660-0029-03
The Landing-City of Renton Consent and Certificate(4).DOC