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Home My WebLink AboutRES 4204CITY OF RENTON, WASHINGTON RESOLUTION NO. 4204 A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO ENTER INTO AMENDMENTS TO THE PARKING GARAGE AGREEMENT AND THE PARKING GARAGE AND AREA MAINTENANCE, OPERATION AND MANAGEMENT AGREEMENT FOR THE LANDING. WHEREAS, the City and Transwestern Harvest Lakeshore, L.L.C., now known as Pearlmark Harvest Lakeshore, L.L.C. ("PHL"), entered into a Parking Garage Agreement for The Landing and Addendum 1 to Parking Garage Agreement for The Landing (collectively referred to as the "Parking Garage Agreement"); and WHEREAS, the parties also entered into a Parking Garage and Area Maintenance, Operation and Management Agreement (the "O & M Agreement"); and WHEREAS, the Parking Garage Agreement contained a requirement that PHL install a sign tower on the premises for a cost not to exceed $400,000 within one year after PHL obtains 90% lease occupancy; and WHEREAS, the parties have agreed that certain site amenities would be as beneficial or more beneficial than the sign tower; and WHEREAS, a description of the new site amenities is attached hereto as Exhibit 1; and WHEREAS, the Parking Garage Agreement provided for no assigned parking; and WHEREAS, the parties have agreed to allow 18 parking spaces on the roof of the parking garage to be reserved for Providence (Swedish) Medical Center; and WHEREAS, the O & M Agreement provided an initial term through 2044 with year by year extensions; and 1 RESOLUTION NO. A20A WHEREAS, the parties wish to extend that initial term through 2094; and WHEREAS, the City has certain rights to terminate the 0 & M Agreement or take other actions; and WHEREAS, the parties have agreed to allow PHL the option to purchase the parking garage under certain terms and conditions at the end of the term and potential termination of use; and WHEREAS, the First Amendment to the O & M Agreement extending the initial term and providing the options to purchase is attached hereto as Exhibit 2; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION I. The above recitals are found to be true and correct in all respects. SECTION II. The Mayor and City Clerk are hereby authorized to enter into Addendum 2 to the Parking Garage Agreement for The Landing in essentially the terms attached hereto as Exhibit 1. SECTION III. The Mayor and City Clerk are hereby authorized to enter into the First Amendment to the Parking Garage and Area Maintenance, Operation and Management Agreement in essentially the form attached hereto as Exhibit 2. PASSED BY THE CITY COUNCIL this 9th day of December , 2013. 2 RESOLUTION NO. 4204 APPROVED BY THE MAYOR this 9th day of December , 2013. Denis Law, Mayor Approved as to form: Lawrence J. Warren, City Attorney RES.1623:12/5/2013:scr 3 RESOLUTION NO. 4204 EXHIBIT 1 DESCRIPTION OF NEW SITE AMENITIES Approval of proposed improvements to satisfy requirement of sign tower or other mutually agreed upon signature amenity at a cost not to exceed $400,000. o Monumental, commissioned "sundial" metal sculpture will be installed in existing roundabout, surrounded by lighted stone (or metal) perimeter accents and low-profile landscaping; total budget approximately $225,000. o Existing outdoor fireplace in public courtyard at theatre entrance to be replaced with custom designed/constructed low-profile fireplace and public seating areas; total budget approximately $175,000. Agreement for PHL to allow specific tenant to reserve 18 parking spaces on the roof of the Parking Garage, with signage to be provided by PHL. These improvements should be capital improvements and not such things as portable furniture. Savings from one project may be used to support the other project up to the total of $400,000. That is, if one project is under cost the savings can and should be used to support the other project. RESOLUTION NO. 4204 EXHIBIT 2 FIRST AMENDMENT TO PARKING GARAGE AND AREA MAINTENANCE. OPERATION AND MANAGEMENT AGREEMENT This FIRST AMENDMENT TO PARKING GARAGE AND AREA MAINTENANCE, OPERATION AND MANAGEMENT AGREEMENT (this "First Amendment") dated as of November 4, 2013 (the "Effective Date"), is entered into by and among PEARLMARK HARVEST LAKESHORE, L.L.C., a Delaware limited liability company formerly known as Transwestern Harvest Lakeshore, L.L.C. ("PHL"), and CITY OF RENTON, a Washington municipal corporation, its successors and assigns ("City"). RECITALS: A. PHL is the owner of certain mixed-use retail/commercial and residential development known as "The Landing" located in the City of Renton, King County, Washington, more particularly described on Exhibit "A" attached hereto (the "Center"). B. PHL (before it changed its name from Transwestern Harvest Lakeshore, L.L.C.) and City entered into that certain Parking Garage and Area Maintenance, Operation Management Agreement, dated September 25, 2009 (the "Parking Agreement"), whereby City appointed PHL to manage and operate, for the benefit of the occupants and visitors of the Center, that certain three- story parking garage containing approximately 675 parking stalls located in the City of Renton, King County, Washington, more particularly described on Exhibit "B" attached hereto (the "Parking Garage"). B. The parties desire to amend the Parking Agreement pursuant to the terms and conditions hereof. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto hereby agree as follows: AGREEMENT 1. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Parking Agreement unless the context clearly indicates otherwise. 2. Initial Term; Renewal; End of Term Purchase Option. (a) The Phrase "After December 31,2044," in the last sentence of Section 2(b) of the Parking Agreement shall be deleted in its entirety and shall be of no further force or effect and shall be replaced with "After December 31,2094,". (b) At the end of Section 2(b) the following shall be added: "Provided, however, that if the City elects to terminate this Agreement pursuant to the foregoing sentence, then PHL shall have the one-time right (the "End of Term Purchase Right") to purchase the Parking Garage which right may be exercised by PHL by delivering written notice of its exercise S93S47.01/LA 132254-00086/11-18-1 t//mdk -1. RESOLUTION NO. 4204 of such End of Term Purchase Right ("PHL's Purchase Notice") to City within thirty (30) days after City's delivery of City's 6-month tenriination notice. If PHL fails to timely deliver PHL's Purchase Notice electing to purchase the Parking Garage, then it shall be deemed that (1) PHL has elected not to purchase the Parking Garage and PHL's End of Term Purchase Right shall automatically terminate and be of no further force or effect, and (2) City may enter into negotiations with any person or entity and/or negotiate with, and consummate an agreement to sell the Parking Garage to, any person or entity at any purchase price and on any other terms and conditions City, in its sole and absolute discretion, shall deem desirable. Upon PHL's exercise of its End of Term Purchase Option, the purchase price for the Parking Garage shall be determined pursuant to the terms of Section 13(b)(ii)(l) of the Parking Agreement, provided, however, that the Transfer Price shall be the Fair Market Value (as defined in 13(b)(ii)(l)) of the Parking Garage as of the date City delivers its 6-month written termination notice to PHL, and once the Transfer Price is confirmed in writing, PHL shall have the right to elect not to purchase the Parking Garage by providing written notice of its election within fifteen (15) days after receipt of such written confirmation of the Transfer Price and, if PHL so elected not to purchase the Parking Garage, then thereafter PHL's End of Term Purchase Right shall automatically terminate and be of no further force or effect." 3. Termination of Use Restriction Option to Purchase. The following shall be added at the end of Section 4(b): "Provided, however, that if the use restrictions set forth in Section 4(a) above terminate for any of the foregoing reasons other than subsection (iv) above, then PHL shall have the one-time right (the "Use Restriction Purchase Right") to purchase the Parking Garage which right may be exercised by PHL by delivering written notice of its exercise of such Use Restriction Purchase Right ("PHL's Use Restriction Purchase Notice") to City within thirty (30) days after City's delivery of City's 6-month use restriction termination notice. If PHL fails to timely deliver PHL's Use Restriction Purchase Notice electing to purchase the Parking Garage, then it shall be deemed that (1) PHL has elected not to purchase the Parking Garage and PHL's Use Restriction Purchase Right shall automatically terminate and be of no further force or effect, and (2) City may enter into negotiations with any person or entity and/or negotiate with, and consummate an agreement to sell the Parking Garage to, any person or entity at any purchase price and on any other terms and conditions City, in its sole and absolute discretion, shall deem desirable. Upon PHL's exercise of its Use Restriction Purchase Option, the purchase price for the Parking Garage shall be determined pursuant to the terms of Section 13(b)(ii)(l) of the Parking Agreement, provided, however, that the Transfer Price shall be the Fair Market Value (as defined in 13(b)(ii)(l)) of the Parking Garage as of the date City delivers its 6-month written use restriction termination notice to PHL, and once the Transfer Price is confirmed in writing, PHL shall have the right to elect not to purchase the Parking Garage by providing written notice of its election within fifteen (15) days after receipt of such written confirmation of the Transfer Price and, if so PHL so elected not to purchase the Parking Garage, then thereafter PHL's Use Restriction Purchase Right shall automatically terminate and be of no further force or effect. 4. Benefit to Assignees. The End of Term Purchase Option and the Use Restriction Purchase Option shall be binding upon City's successors and assigns as the owner of the Parking Garage and shall benefit PHL's successors and assigns as the owner of the Center and shall constitute covenants running with the land owned by each of the Parties. 893547.01/LA 132254-00086/11-18-1 l//mdk -2- RESOLUTION NO. 4204 5- Memorandum of Option to Purchase. Concurrently with the execution hereof, City shall cause a memorandum of the two options to purchase set forth above to be recorded in the in the Official Records of King County, Washington so that it shall burden the title of the Garage Property. 6. Counterparts. This First Amendment may be (i) executed in several counterparts, all of which shall constitute one and the same instrument, and (ii) delivered by telecopy, facsimile or in portable document format (PDF) by electronic mail, each of which shall be deemed an original for all purposes hereunder. 7- No Further Modification. Except as hereby amended by this First Amendment, the Parking Agreement is not amended, modified, or altered in any way and remains in full force and effect 893547,01/LA 132254-00086/11-18-1 l//mdk -3- RESOLUTION NO. 4204 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date and year first above written. PEARLMARK HARVEST LAKESHORE, CITY OF RENTON, a Washington L.L.C, a Delaware limited liability company municipal corporation By: Pearlmark Harvest Lakeshore Mezz Borrower, L.L.C, its sole member By: Pearlmark Harvest Lakeshore TV, L.L.C, its sole member By:__ Name: Title: By: Asian II Lakeshore, L.L.C, a member and manager By: Name: Title: 893S47.01/LA 132254-00086/1 l-18-ll//mdk -4- RESOLUTION NO. 4204 EXHIBIT A LEGAL DESCRIPTION OF THE CENTER 893547.01/LA 132254-0OO86/n-18-n//mdk -5- RESOLUTION NO. 4204 EXHIBIT B LEGAL DESCRIPTION OF THE PARKING GARAGE 893547,01/LA 132254-00086/lM8-U//mdk -1-