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Home My WebLink AboutPurchase & Sale Agreement - 11/30/2017 ___ _ _ _ __ AC-106 REAL ESTATE PURCHASE AND SALE AGREEMENT This Real Estate Purchase and Sale Agreement(this"Agreement") is made and entered by and between the City of Renton, Washington, a municipal corporation (the "Seller"), and the Housing Authority of the City of Renton, a municipal corporation ("RHA"), with regard to the following: RECITALS: A. Seller owns that certain property in Renton, King County, Washington, legally described on Exhibit A, attached hereto and incorporated by this reference (the "Property"). Seller and RHA hereby authorize the insertion over their signatures of the correct legal description of the Property if unavailable at the time of signing, or to correct the legal description previously entered if erroneous or incomplete. B. The Property was originally a portion of a parcel created in a plat developed by the United States Public Housing Administration. As such, the Property's parent parcel was identified as a "Public Use area." The boundaries of the Property were created by a 2017 short plat recorded in the records of King County, Washington, under recording number 20170519900004. The 2017 short plat retains the Public Use area restriction for the Property. Seller and RHA agree that use of the Property by a municipal corporation for a community center, multi-service center, career development center, daycare, low-income housing or similar uses satisfies the Property's Public Use area restriction. C. Two pieces of art owned by Seller are on display on the Property. Seller and RHA mutually desire that the art remain on the Property, subject to protective terms under an Art Loan Agreement. D. The Renton City Council passed Resolution No. 4313 on June 19, 2017, which declared the Property as surplus and authorized the Mayor to sign the necessary documents to consummate the conveyance of the Property, which resolution enables Seller to enter into this Agreement with RHA. E. Seller desires to sell to RHA,and RHA desires to purchase from Seller,the Property, subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1. Purchase and Sale Terms. RHA shall purchase the Property from Seller, and Seller shall sell the Property to RHA on the following terms and conditions: 614822.2-358187-0002 -1- :� -� `:� `3 :� `� `;ti � � ? 1.1 Purchase Price for Propertv. The Purchase Price to be paid by RHA to Seller � `%; for the Property shall be Eight Hundred Eighty-Five Thousand and No/100ths Dollars � ($885,000.00) (the "Purchase Price").The Purchase Price shall be paid as follows: ':� � 1.1.1 RHA shall pay Seller Eighty-Five Thousand and No/100ths Dollars � ($85,000.00) at Closing. ;� ;;; 1.1.2 On or prior to Closing, RHA shall execute a promissory note dated � as of Closing and substantially in the form attached as Exhibit B � hereto (the "Promissory Note") for payment of the balance of the �� Purchase Price. ::'3 ;�i � 1.1.2.1 The Promissory Note shall be in the amount of Eight � Hundred Thousand and No/100ths Dollars a ($800,000.00) with interest on the unpaid principal at � the rate of at One and Seven Tenths Percent(1.7%) per a annum. a 1.1.2.2 The Promissory Note shall require that RHA pay on the � anniversary of Closing five (5) annual installment � payments each in the amount of One Hundred Sixty 4 Thousand and No/100ths Dollars ($160,000.00) plus ,� � accrued interest. ',,$ , •� � 1.1.3 The Promissory Note shall be secured by a deed of trust of even date with the Promissory Note and substantially in the form k attached as Exhibit C hereto (the "Deed of Trust"). RHA shall � ; execute the Deed of Trust on or prior to Closing. '°� 1.2 Earnest Monev Deposit. Within five (5) business days after the mutual � execution of this Agreement, RHA will deliver a check to the Escrow Agent (as identified in `� Paragraph 4.1 below) in the sum of Five Thousand and No/100ths Dollars ($5,000.00) (the .;� ;g "Deposit"). Except as otherwise provided in this Agreement,the Deposit and all accrued interest � will be credited to RHA at Closing and applied to payment of the Purchase Price. ;;� ;;� � 1.3 Date of Closin�. Unless amended by mutual written agreement of the ; parties, the transaction of purchase and sale as set forth in this Agreement shall be closed on or � before December 15,2017,subject to the satisfaction and/or waiver of all contingencies set forth � more fully below. '; ,� ; 2. RHA's Contin�encies. This Agreement and RHA's obligations under this ;:� Agreement are conditioned upon the occurrence of each of the following to RHA's reasonable 'i satisfaction: :;� � '� ;:� � 614822.2-358187-0002 -2- ''i. ��:� -"� � sa � � 2.1. Condition of Title. Within fourteen (14) days after the mutual execution of this Agreement, Seller shall cause Chicago Title Insurance Co., 10500 NE 8th Street, Suite 600, Bellevue, WA 98004 (the "Title Company") to issue to RHA a preliminary commitment for standard owner's policy of title insurance for the Property, together with full copies of any exceptions set forth therein (the"Preliminary Commitment"). RHA shall have fourteen (14) days after delivery of the Preliminary Commitment within which to notify Seller, in writing, of RHA's disapproval of any exceptions shown on the Preliminary Commitment; provided, that all monetary encumbrances and liens, if any, shall be deemed automatically disapproved and shall be paid by Seller prior to Closing. If RHA disapproves any of the exceptions or defects set forth in the Preliminary Commitment, Seller shall have ten (10) days after delivery of RHA's notice to eliminate any disapproved exceptions from the policy of title insurance to be issued in favor of RHA; provided, that if such exceptions or defects cannot be eliminated within such ten (10) day period, Seller may notify RHA in writing of Seller's agreement to remove such exceptions or defects, in which case such exceptions or defects shall be removed from title prior to Closing. If disapproved exceptions are not eliminated within said ten (10j day period, or if Seller fails to notify RHA within ten (10) days of Seller's willingness to remove such exceptions prior to Closing, or if Seller notifies RHA in writing that Seller will not eliminate the same, then this Agreement shall terminate, and neither RHA nor Seller shall have any further rights, duties or obligations hereunder, unless within five (5) days after the earlier of (i) the expiration of said ten (10) day period, or (ii) the date that Seller notifies RHA that Seller will not eliminate the disapproved exceptions, RHA waives its prior disapproval and elects to proceed with Closing subject to the disapproved exceptions. The title exceptions approved as provided herein are referred to as the "Permitted Exceptions." 2.2 Environmental Review. RHA, at its sole cost and expense, will obtain such environmental review as it desires ("Environmental Review"), which shall be satisfactory to RHA at its sole discretion. RHA shall notify Seller if it finds the results of such Environmental Review , unsatisfactory and ask Seller for additional time to conduct further environmental work or terminate this Agreement, at its discretion, as provided in Paragraph 2.4 below. Seller grants its permission to RHA and or its agents to go upon the Property for the purpose of conducting the Environmental Review. Any damage to the Property caused by such Environmental Review activity shall be repaired by RHA. RHA shall use its best efforts to conclude the Environmental Review of the Property expeditiously. 2.3 Waiver of Contin�encies. If RHA notifies Seller in writing that the contingencies set forth herein have been waived, or if the contingencies otherwise are satisfied or expire on their own terms, the closing of this transaction shall proceed. 2.4 Failure of Contin�encv. Except as otherwise expressly provided herein, if any of the foregoing conditions are not satisfied, and RHA does not otherwise notify Seller in writing that RHA has, in its sole discretion,elected to waive the condition in question and proceed 614822.2-358187-0002 -3- � ::� � ::� '.� ':� � with the transaction, then this Agreement shall automatically terminate and be of no further � force or effect,whereupon,except as otherwise provided in this Agreement, neither party hereto will have any further rights, duties or obligations under this Agreement and the Deposit � previously delivered by RHA, and all interest accrued thereon, shall be immediately returned to `� RHA. . , `a � 3. Convevance of Title. On Closing, the title to the Property shall be conveyed to µ� RHA by statutory warranty deed subject only to the Permitted Exceptions. Prior to or concurrent ; with the delivery of the statutory warranty deed, Seller shall also deliver or cause to be delivered � to RHA, for RHA's benefit, a final ALTA Standard Coverage Owner's Policy of Title Insurance for the Property in RHA's name and in the amount of the Purchase Price, containing only those � Permitted Exceptions. RHA may, in its discretion, elect to obtain an extended coverage owner's r policy; provided, that RHA shall be responsible for the additional costs associated with such :� " coverage. ;� � � 4. Closin�and Escrow. `� �� 4.1 Escrow A�ent. The Title Company shall act as the escrow agent for this ' transaction (the "Escrow Agent"). Upon the mutual execution of this Agreement, RHA shall deposit an executed counterpart with the Escrow Agent for consummation of the purchase and � sale contemplated hereby. Seller and RHA shall execute such additional and supplementary � escrow instructions as may be reasonable or appropriate to enable the Escrow Agent to comply � with the terms of this Agreement. In the event of a conflict between the terms of this Agreement ; '� and any escrow instructions, the terms of this Agreement shall govern. � � � 4.2 Prorations. All taxes and assessments for the Property shall be prorated as of Closing. ;,3 � ° 4.3 Fees and Closin� Costs. On or before Closing, the Seller shall pay the � premium for the title insurance to be issued by the Title Company for the benefit of RHA in the � amount of the Purchase Price. RHA shall pay the excess premium attributable to any extended coverage or endorsements requested by RHA and the recording fees for the statutory warranty � deed.The Seller and RHA shall each pay one-half of the escrow fees charged by the Escrow Agent. Unless otherwise agreed, any other fees and closing cost shall be paid by the applicable party as � is customary in such transactions. � � 4.4 Closin� Obli�ations of RHA. On or before Closing RHA shall deliver to the � Escrow Agent the following: � ;3 � 4.4.1 Eighty-Five Thousand and No/100ths Dollars ($85,000.00) of the � � Purchase Price, in all cash. :� � � 4.4.2 The Promissory Note duly executed by RHA. `� ; :;i� � 614822.2—358187—0002 —4— '.a i3 � <.a <;'� z, :k _'� 4.4.3 The Deed of Trust duly executed by RHA and acknowledged. 4.4.4 A Closing Statement in form and content reasonably satisfactory to the parties. 4.4.5 An Art Loan Agreement, in substantially the form attached hereto as Exhibit D (the "Art Loan Agreement") duly executed by RHA. 4.4.6 A Real Estate Excise Tax Affidavit executed by RHA in form required by law. 4.4.7 Any other documents necessary to effect the transaction contemplated in this Agreement. 4.5 Closin� Obli�ations of Seller. On or before Closing, Seller shall deliver to the Escrow Agent the following duly executed and acknowledged documents (where appropriate): 4.5.1 A statutory warranty deed sufficient to convey fee simple title to the Property, subject only to the Permitted Exceptions. 4.5.2 A Closing Statement in form and content reasonably satisfactory to the parties. 4.5.3 A FIRPTA certification. 4.5.4 A Real Estate Excise Tax Affidavit executed by Seller in form required by law. 4.5.5 The Art Loan Agreement. 4.5.6 Any other documents necessary to effect the transaction contemplated in this Agreement. 4.6 Possession. RHA shall be entitled to possession upon Closing. "Closing" means the date on which all documents are recorded and the sale proceeds are available for unconditional disbursal to Seller. 5. Default. In the event that Seller breaches this Agreement, RHA shall, in its sole discretion, (i) have the right to pursue specific performance of this Agreement or(ii) receive the Deposit and terminate this Agreement; in either case, such remedy shall be RHA's sole and exclusive remedy for Seller's breach hereof. If RHA is the defaulting party,then Seller may retain 614822.2-358187-0002 -5- � ,;:� � ;� � � � the Deposit as liquidated damages (and not as a penalty) as the sole and exclusive remedy '> available to Seller for such failure. � � Seller' s Initials � RHA's Initials 3 `,:i � 6. Seller's Representations and Warranties. Seller represents and warrants to } ; RHA as follows: � ;,� 't 6.1 Ownership; Non-Foreign Status. Seller owns the Property and has the right 3 `� to sell the Property and is not a foreign person as defined by the Foreign Investment in Real ',� Property Tax Act, IRS Section 1445(b)(2), as amended. ,9 � 6.2 Propertv Information. To the best of Seller's knowledge, the information ; regarding the Property as provided by Seller is complete, accurate,true and correct and does not .� � fail to state any fact without which such information would be misleading. � � 6.3 Hazardous Materials. To the best of Seller's knowledge (for purposes of z this Section 6.3, based upon a review of available records), no hazardous or toxic waste or other � hazardous materials have been deposited or spilled on or under the Property or exist on or under ":� the Property, except that samples taken from the building occupying the Property have tested � positive for asbestos. For purposes of this Agreement, "hazardous materials" shall mean any � material which is defined as hazardous, toxic or radioactive in any federal, state or local statute, � `� regulation, ordinance or law applicable to the Property, or which is otherwise publicly regulated ,� y for reasons of human health or the environment, including, without limitation, asbestos and � petrochemicals. � � 6.4 Notices of Violation. To the best of Seller's knowledge,the Property is not ;� in violation of any applicable covenant, condition or restriction or any applicable statute, � ordinance, regulation, order, permit, rule or law, including without limitation, any building, � zoning or environmental restriction or requirement concerning filling, use, construction, .� maintenance, repair, replacement, operation or occupancy, and Seller has not received from any � governmental agency any notice of the existence of any such violations. ;� 6.5 Pendin� Actions. To the best of Seller's knowledge, there is no action or � proceeding pending or threatened against Seller or the Property, including but not limited to ; condemnation proceedings, which challenges or impairs Seller's ability to execute or perform its � obligations under this Agreement. � � 6.6 Survival of Warranties. All of Seller's representations and warranties � provided in this Agreement shall survive Closing. ;:� .� � 7. Condition of Propertv. RHA acknowledges that Seller is selling the Property "as � is,where is and with all faults"without representation,warranty or covenant(express or implied) � except as specifically set forth herein. Seller has not made and shall not be deemed to have made � � � 614822.2-358187-0002 -6- .� _::� ,:_� � ;� � :� ;� any representation, warranty or covenant (express or implied) and shall not have any liability whatsoever as to the title, value, habitability, use, design, operation or fitness for use of the Property, except as specifically set forth herein. 8. Indemnification. Seller agrees to defend (with counsel approved by RHA), fully indemnify and hold entirely free and harmless RHA from and against all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees)that are imposed on, paid by or asserted against RHA or its successors or assigns, by reason or on account of, or in connection with, or arising out of(a) the presence or suspected presence of Hazardous Material in the soil, groundwater or soil vapor on or about the Property, or (b) the migration of any Hazardous Material from or onto the Property, or (c) the violation of any Environmental Law, and, with respect to (a), (b) and (c),that existed as of or prior to Closing and only if in violation of Seller's representations in Paragraphs 6.3, 6.4, and/or 6.5 herein. The foregoing indemnification of RHA by Seller includes, without limitation, costs incurred in connection with any of the following: 8.1 Any investigative or remedial action involving the presence of Hazardous Material (other than asbestos in the building located on the Property) on or about the Property or releases of Hazardous Material from the Property; 8.2 Any allegations made by any governmental authority or any private citizen or entity or group of citizens or entities as to the violation of any Environmental Laws; and/or 8.3 Any injury or harm of any type to any person or entity or damage to any property. 9. Required Use of Propertv. RHA acknowledges that the Property is subject to a Public Use area restriction. RHA agrees to use the Property in accordance with that restriction, and the parties agree that the following uses would satisfy the restriction: community center, multi-service center, career development center, daycare, low-income housing, or similar use. If RHA does not use the Property in accordance with the Public Use area restriction, RHA agrees that it will market the Property for sale in good faith and that offers are subject to Seller's right of first offer as set forth in Paragraph 10.The terms of this Paragraph 9 shall survive Closing. 10. Seller's Ri�ht of First Offer. If following Closing RHA desires to sell the Property separately from any other property then owned by RHA, Seller (referred to in this Section 10 as "City") shall have the right of first offer to purchase the Property ("Right of First Offer"), in accordance with the terms hereof. (a) RHA shall give City written notice of RHA's desire to sell the Property(the"First Offer Notice"), which notice shall include the purchase price and essential business terms upon which RHA is willing to sell the Property. City shall have twenty (20) days following the effective 614822.2-358187-0002 -7- .� � <� ;� ;;;'=a ' ;i � :i� ,:� � date of the First Offer Notice within which to accept, by written notice to RHA, the terms � "� contained therein. :� � (b) Time is of the essence hereof. If City fails for any reason to respond to the -,� First Offer Notice within such 20-day period, the terms contained in the First Offer Notice shall be deemed rejected. If City rejects the terms of the First Offer Notice, RHA shall be entitled to � sell the Property, upon any terms and conditions RHA deems acceptable in its sole discretion, to � any third party that is capable of and willing to meet the Public Use area restriction; provided, � however, that RHA shall not sell the Property on essential economic terms that are materially more favorable to the third party buyer than those set forth in the First Offer Notice without � again offering the Property to City in accordance with the terms hereof. Upon closing of the sale � of the Property to a third party,as permitted herein,the Right of First Offer to Purchase contained `� herein shall terminate and be of no further force or effect. :a � (c) In the event City timely accepts the terms of the First Offer Notice, RHA shall � prepare and deliver to City a real estate purchase and sale agreement reflecting the terms of the `3 First Offer Notice, and RHA and City shall use good faith, reasonable efforts to finalize and execute the real estate purchase and sale agreement within ten (10) business days thereafter. In ;; the event that, despite the parties' good faith, reasonable efforts, RHA and City are unable to :x � reach agreement on the final provisions of the real estate purchase and sale agreement within � such 10-business days following City's receipt of the same, RHA shall be entitled to sell the � Property,upon any terms and conditions RHA in its sole discretion deems acceptable,to any third ; party that is capable of and willing to meet the Public Use area restriction � i (d) The terms of this Paragraph 10 shall survive Closing. ';� ;;� The foregoing Right of First Offer shall not apply to any sale or transfer of the Property by ' RHA to an "affiliate" of RHA. For purposes hereof, "affiliate" shall mean a person or entity controlling, controlled by or under common control with RHA. "Control" shall mean the power � directly or indirectly, by contract, ownership interest, voting rights, or otherwise, to direct the management and policies of RHA or the applicable person or entity. � �� 11. Miscellaneous. ;� `� 11.1 Funds to Close. RHA represents that it has sufficient funds to close this � sale in accordance with this Agreement, and it is not relying on any contingent source of funds or gifts unless expressly set forth elsewhere in this Agreement. # a 11.2. Attornevs' Fees. In the event of any dispute, including arbitration or litigation, concerning this Agreement or if this Agreement is otherwise placed with an attorney ' for action, then the prevailing party shall be awarded all costs and expenses, and reasonable attorney fees. In the event of trial, the amount of the attorney fees shall be fixed by the court. � The venue of any such suit shall be King County, Washington. � � "; 614822.2-358187-0002 -8- .'� `;; 3 � ...;.:�'� . f:�y ''.f 11.3 Entire A�reement. This Agreement constitutes the full and entire understanding between Seller and RHA. There are no verbal agreements that modify or affect this Agreement. 11.4 Bindin� Effect. This Agreement applies to, inures to the benefit of, and is binding on not only the parties hereto, but on their heirs, devisees, legatees, administrators, executors and assigns. 11.5 Computation of Time. Any time limit in or applicable to a notice shall commence on the day following receipt of the notice and shall expire at midnight of the last calendar day of the specified period of time, unless the last day is Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which event the time limit shall expire at midnight of the next business day. Any specified period of five (5) days or less shall include business days only. Time is of the essence on this Agreement. 11.6 Notices. All notices, demands, consents, approvals and other communications which are required or desired to be given by either party to the other hereunder shall be in writing and shall be hand delivered or sent by United States regular mail, postage prepaid, addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other, or by email sent to the email addresses identified below. Notices, demands, consents, approvals, and other communications shall be deemed given when delivered or three days after mailing to the following addresses: To the Seller: Attn: Kelly Beymer City of Renton 1055 South Grady Way Renton WA 98055 Email kbeymer@rentonwa.gov With a copy to Shane Moloney City of Renton 1055 South Grady Way Renton WA 98055 Email smoloney@rentonwa.gov To RHA: Attn: Mark Gropper Housing Authority of the City of Renton 2900 NE 10t''Street Renton WA 98056 Email mrg@rentonhousing.org 614822.2-358187-0002 -9- :� ree ,; � :;� _ With a copy to Eric Frimodt ,� Inslee, Best, Doezie and Ryder, PS a 10900 NE 4th Street Suite 1500 � PO Box 90016 ;_, Bellevue WA 98009-9016 ;� Email efrimodt@insleebest.com <� ? 11.7 Assi�nment. Unless and only to the extent that it is specifically permitted -� herein, this Agreement shall not be assigned without the express written consent of the other <, party, which consent shall not be unreasonably withheld. Such assignment shall be contingent � upon the assignee assuming all responsibilities, obligations and liabilities hereunder. Said ; � assignment shall not relieve the assignor from liability hereunder and assignor shall remain jointly :; and severally liable with assignee in the event of any breach of this Agreement by assignee or � � assignor. '' This Agreement is accepted without further change or counteroffer this 30 day of ' /ll��s r�c� , 2017, which shall be deemed the date of mutual acceptance of :� �� this Agreement. :: i ,y ? SELLER: RHA: :;, ' The City of Renton Housing Authority of the City of Renton � ;� :� By By ., ., ':'� Denis Law, Mayor ark G pe xe ' e Director _; % � $ Dated � � / Dated ��• �is ?-O/'T ; :� ;'; Attest: ,`� `'':a � �, ,� :y By ` /� � / �� Jas n A. S h, City Cle k � ````��iu�ni�rrirq i ��r`��`��O,�\\1„1��Nr��'��-; . o , 7 +,r-1 „w`� ��I,� ��i � 1r/S � �i � i + _ * �EAL * _ � � � � � i ' � �i � {�' ++i iy '4i �..� � �� ? �� c �`��n�u��b"`�`. � ',��'ATED S��`��``M. :3 ``;� 614822.2-358187-0002 -10- ,;:, ''_� � � EXHIBIT A To REAL ESTATE PURCHASE AND SALE AGREEMENT Legal Description of Property King County Parcel No. 7227802040 2902 NE 12th Street, Renton,Washington LOT 1 OF CITY OF RENTON SHORT PLAT NO. LUA 16-000960, RECORDED IN VOLUME 364 OF PLATS, PAGES 70-71, UNDER KING COUNTY RECORDING N0. 20170519900004, SITUATED IN CITY OF RENTON, KING COUNTY, WASHINGTON. 614822.2-358187-0002 -11- � ;.� :� ,..; � � EXHIBIT B .� � To � REAL ESTATE PURCHASE AND SALE AGREEMENT ; ;:., i Form of Promissory Note ,� ,,,, � [See attached pagesJ ,:; , � .� ._ ,; ''� :;; ;y ';� � .';s =� ,',� ; .:�::��.�3 :;?1 r:i ,� ,?;� ;� ':& ti :i ,� _.3 �i � ':i � '':.i :�:::�':�i `<1 ,y1 -i9 -s � -,`� S3 � ::,g ...:.,:,,} ',;�� '� ;:e il „� ;:1 .;a tu � 't 614822.2—358187—0002 —12— s :;� PROMISSORY NOTE $800,000.00 Date Renton, Washington FOR VALUE RECEIVED, Housing Authority of the City of Renton, a Washington municipal corporation, hereinafter"Maker" promises to pay to the City of Renton, a Washington municipal corporation, hereinafter "Holder," or order, at 1055 South Grady Way, Renton, Washington 98057, or other such place as may be designated by the Holder from time to time, the principal sum of Eight Hundred Thousand and No/100ths Dollars ($800,000.00), with interest on the unpaid principal at the rate of One and Seven Tenths Percent (1.7%) per annum, as follows: 1. ANNUAL INSTALLMENT PAYMENTS: Maker shall pay five (5) annual installment payments each in the amount of One Hundred Sixty Thousand and No/100ths Dollars ($160,000.00) plus accrued interest. The installment payments shall begin on the first anniversary date of closing of the purchase and sale of property transferred from the City of Renton to Housing Authority of the City of Renton, which date is December 15, 2018.Attached hereto as Exhibit A is a payment schedule detailing the actual amount of each annual payment. 2. DUE DATE:The entire balance of this Note together with any and all interest accrued thereon shall be due and payable in full on December 15, 2022. 3. DEFAULT INTEREST: After maturity, or failure to make any payment when due, any unpaid principal shall accrue interest at the rate oftwelve percent(12%) per annum OR the maximum rate allowed by law, whichever is less, during such period of Maker's default under this Note. 4. ALLOCATION OF PAYMENTS: Each payment shall be credited first to any late charge due, second to interest, and the remainder to principal. 5. PREPAYMENT: Maker may prepay all or part of the balance owed under this Note at any time without penalty. 6. CURRENCY: All principal and interest payments shall be made in lawful money of the United States. 7. LATE CHARGE: If Holder receives any installment payment more than twenty(20) days after its due date, then a late payment charge of or two and one-half percent (2.5%) of the installment payment shall be added to the scheduled payment, in addition to interest. Page 1 of 3 614823.2-358187-0002 ,� .,, ., � .';, ,�' ;a ;. 8. DUE ON SALE: If this Note is secured by a Deed of Trust or any other instruments securing repayment of this Note, the property described in such security instrument(s) may not be sold or transferred without the Holder's consent. Upon breach of this provision, Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. ;;„ � Maker(Initials) Holder(Initials) � � 9. ACCELERATION: If Maker fails to make any payment owed under this Note, or if Maker defaults under any Deed of Trust or any other instruments securing repayment of this Note, ' and such default is not cured within thirty(30) days after written notice of such default,then Holder may, at its option, declare all outstanding sums owed on this Note to be immediately � due and payable, in addition to any other rights or remedies that Holder may have under the :� Deed of Trust or other instruments securing repayment of this Note. 10.ATTORNEYS'FEES AND COSTS: Maker shall pay all costs incurred by Holder in collecting sums `' due under this Note after a default, including reasonable attorneys' fees, whether or not suit ; is brought. If Maker or Holder sues to enforce this Note or obtain a declaration of its rights � hereunder, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding (including those incurred in any bankruptcy proceeding or appeal)from the non-prevailing party. 11. WAIVER OF PRESENTMENTS: Maker waives presentment for payment, notice of dishonor, � protest and notice of protest. �� 12. NON-WAIVER: No failure or delay by Holder in exercising Holder's rights under this Note shall be a waiver of such rights. � 13. SEVERABILITY: If any clause or any other portion of this Note shall be determined to be void �= or unenforceable for any reason, such determination shall not affect the validity or � enforceability of any other clause or portion of this Note,all of which shall remain in full force , and effect. :.� � 14. INTEGRATION: There are no verbal or other agreements which modify or affect the terms of � this Note. This Note may not be modified or amended except by written agreement signed ti= by Maker and Holder. 5 � 15. CONFLICTING TERMS: In the event of any conflict between the terms of this Note and the ' terms of any Deed of Trust or other instruments securing payment of this Note,the terms of ,,,� this Note shall prevail. '� Page 2 of 3 y 614823.2-358187-0002 ``i ,� `,� � .�;'�:,'`-i :,'s 16. EXECUTION: Each Maker executes this Note as a principal and not as a surety. If there is more than one Maker, each such Maker shall be jointly and severally liable under this Note. 17. ORAL AGREEMENTS: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. 18. DEFINITIONS: The word Maker shall be construed interchangeably with the words Borrower or Payer and the word Holder shall be construed interchangeably with the words Lender or Payee. In this Note, singular and plural words shall be construed interchangeably as may be appropriate in the context and circumstances to which such words apply. 19.ADDITIONAL TERMS AND CONDITIONS: (check one) a. (X) NONE OR b. ( )As set forth on the attached "Exhibit B" which is incorporated by this reference. (Note: If neither a or b is checked, then option "a" applies) 20.THIS NOTE IS SECURED BY A DEED OF TRUST OF EVEN DATE. MAKER: Housing Authority of the City of Renton By: Mark Gropper Executive Director DO NOT DESTROY THIS NOTE WHEN PAID this original Note together with the Deed of Trust securing the same, must be surrendered to the Trustee for cancellation and retention before any reconveyance can be processed. Page 3 of 3 614823.2-358187-0002 EXHIBIT A TO PROMISSORY NOTE Former Renton Highlands Library Sale Payment Schedule Date of Closing 12/15/2017 Sale Amount 885,000.00 Paid at Closing 85,000.00 Amount Financed 800,000.00 Annual Interest R� 1.7% Beginning Date Days Financed Balance Principal Interest Total Payment Ending Balance 12/15/2018 365 800,000.00 160,000.00 13,600.00 173,600.00 640,000.00 12/15/2019 365 640,000.00 160,000.00 10,880.00 170,880.00 480,000.00 12/15/2020 366 480,000.00 160,000.00 8,182.36 168,182.36 320,000.00 12/15/2021 365 320,000.00 160,000.00 5,440.00 165,440.00 160,000.00 12/15/2022 365 160,000.00 160,000.00 2,720.00 162,720.00 - 800,000.00 40,822.36 840,822.36 EXHIBIT C To REAL ESTATE PURCHASE AND SALE AGREEMENT Form of Deed of Trust [See attached pagesJ 614822.2-358187-0002 -13- :� '� :; ;t .; ,,`,� � .� ;rt� ;� ,:, ., �� When recorded return to: � City Clerk � City of Renton � 1055 South Grady Way �� Renton, WA 98057-3232 � � � ;:; ;; � � ;;;� �' DEED OF TRUST Assessor's Property Parcel/Tax Account � Number: 7227802040 � Reference Number(s) of Documents assigned or released: N/A Grantor(s): Grantee(s): ::�' � 1. Housing Authority of the City of 1. City of Renton, a Washington municipal .{ � Renton, a Washington municipal corporation � : corporation � "; LEGAL DESCRIPTION: � >,, LOT 10F CITY OF RENTON SHORT PLAT N0. LUA 16-000960, RECORDED IN VOLUME 364 OF <� � PLATS, PAGES 70-71, UNDER KING COUNTY RECORDING N0. 20170519900004,SITUATED IN ,� CITY OF RENTON, KING COUNTY, WASHINGTON. � .� ,� � DEED OF TRUST � � THIS DEED OF TRUST, made this day of , °' between Housing Authority of the City of Renton,a Washington municipal corporation, having � its office at 2900 NE 10th Street, Renton,WA 98056("Grantor"), First American Title Company, ''� having its office at 818 Stewart Street, Suite 800, Seattle, WA 98101 ("Trustee"), and the City ,: � of Renton, a Washington municipal corporation, having its office at 1055 South Grady Way, 'j Renton, Washington 98057 ("Beneficiary"). ;:� � � WITNESSETH: Grantor hereby bargains, sells, and conveys to Trustee in trust, with power of m' sale,the following described real property in King County, Washington: 'a ':� " LOT 1 OF CITY OF RENTON SHORT PLAT N0. LUA 16-000960, RECORDED IN , � VOLUME 364 OF PLATS, PAGES 70-71, UNDER KING COUNTY RECORDING N0. :, Page 1 of 7 <`,, � ,� '� � ::� ;"7 ";� �' 20170519900004, SITUATED IN CITY OF RENTON, KING COUNTY, WASHINGTON. Tax Parcel Number(s): 7227802040 which real property is not used principally for agricultural or farming purposes, together with all the tenements, hereditaments, and appurtenances now or hereafter thereunto belonging or in any wise appertaining, and the rents, issues, and profits thereof. This Deed of Trust is for the purpose of securing performance of each agreement of Grantor contained in this Deed of Trust, and payment of the sum of Eight Hundred Thousand and No/100ths Dollars ($800,000.00) with interest, in accordance with the terms of a promissory note of even date herewith, payable to Beneficiary or order, and made by Grantor, and all renewals, modifications, and extensions thereof, and also such further sums as may be advanced or loaned by Beneficiary to Grantor, or any of Grantor's successors or assigns, together with interest thereon at such rate as shall be agreed upon. DUE DATE: The entire balance of the promissory note secured by this Deed of Trust, together with any and all interest accrued thereon, shall be due and payable in full on December 15, 2022. To protect the security of this Deed of Trust, Grantor covenants and agrees: 1. To keep the property in good condition and repair; to permit no waste thereof; to complete any building, structure,or improvement being built or about to be built thereon; to restore promptly any building, structure, or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the property. 2. To pay before delinquent all lawful taxes and assessments upon the property;to keep the property free and clear of all other charges, liens, or encumbrances impairing the security of this Deed of Trust. 3. To keep all buildings now or hereafter erected on the property described herein continuously insured against loss by fire or other hazards in an amount not less than the total debt secured by this Deed of Trust. All policies shall be held by the Beneficiary, and be in such companies as the Beneficiary may approve and have loss payable first to the Beneficiary, as its interest may appear, and then to the Grantor. The amount collected under any insurance policy may be applied upon any indebtedness hereby secured in such order as the Beneficiary shall determine. Such application by the Beneficiary shall not Page 2 of 7 � , ,� `; '� ;a ;:� ::� � cause discontinuance of any proceedings to foreclose this Deed of Trust. In the event of '' foreclosure, all rights of the Grantor in insurance policies then in force shall pass to the , �a purchaser at the foreclosure sale. 4. To defend any action or proceeding purporting to affect the security hereof or the rights j or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of � title search and attorney's fees in a reasonable amount, in any such action or proceeding, � and in any suit brought by Beneficiary to foreclose this Deed of Trust. ;; :� � 5. To pay all costs, fees, and expenses in connection with this Deed of Trust, including the ; expenses of the Trustee incurred in enforcing the obligation secured hereby and Trustee's ' and attorney's fees actually incurred, as provided by statute. -'{ 6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums, liens, encumbrances, or other charges against the property hereinabove described, Beneficiary ' may pay the same, and the amount so paid, with interest at the rate set forth in the note � secured hereby, shall be added to and become a part of the debt secured in this Deed of 1 :;� Trust. ;:, ;� ; 7. DUE ON SALE: The property described in this security instrument may not be sold or � transferred without the Beneficiary's consent. Upon breach of this provision, Beneficiary `', may declare all sums due under the note and Deed of Trust immediately due and payable, ,;; unless prohibited by applicable law. t''i ., �:� � :� .'.:i � Grantor initials Beneficiary initials ; � 8. NO FURTHER ENCUMBRANCES: As an express condition of Beneficiary making the loan secured by this Deed of Trust, Grantor shall not further encumber, pledge, mortgage, ; hypothecate, place any lien, charge or claim upon, or otherwise give as security the <;:� `� property or any interest therein nor cause or allow by operation of law the encumbrance ;;, of the Trust Estate or any interest therein without the written consent of a Beneficiary .; even though such encumbrance may be junior to the encumbrance created by this Deed of Trust. Encumbrance of the property contrary to the provisions of this provision shall constitute a default and Beneficiary may, at Beneficiary's option, declare the entire balance of principal and interest immediately due and payable, whether the same be �� created by Grantor or an unaffiliated third party asserting a judgment lien, mechanic's or ; materialmen's lien or any other type of encumbrance or title defect. ;, � � ;'� Page 3 of 7 � , ;,� ':1 ,;; � ';S 'iy, ,,1 ,� Grantor initials Beneficiary initials IT IS MUTUALLY AGREED THAT: 1. In the event any portion of the property is taken or damaged in an eminent domain proceeding, the entire amount of the award or such portion as may be necessary to fully satisfy the obligation secured by this Deed of Trust shall be paid to Beneficiary to be applied to said obligation. 2. By accepting payment of any sum secured by this Deed of Trust after its due date, Beneficiary does not waive its right to require prompt payment when due of all other sums so secured or to declare default for failure to so pay. 3. The Trustee shall reconvey all or any part of the property covered by this Deed of Trust to the person entitled thereto,on written request of the Grantor and the Beneficiary,or upon satisfaction of the obligation secured and written request for reconveyance made by the Beneficiary or the person entitled thereto. 4. Upon default by Grantor in the payment of any indebtedness secured by this Deed ofTrust or in the performance of any agreement contained in this Deed of Trust, all sums secured hereby shall immediately become due and payable at the option of the Beneficiary subject to any cure period provided in the note secured by this Deed of Trust. In such event and upon written request of Beneficiary, Trustee shall sell the trust property, in accordance with the Deed of Trust Act of the State of Washington, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (1) to the expense of the sale, including a reasonable Trustee's fee and attorney's fee; (2) to the obligation secured by this Deed of Trust; and (3)the surplus, if any, shall be distributed to the persons entitled thereto. 5. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser all right,title and interest in the real and personal property which Grantor(s) had or had the power to convey at the time of the execution of this Deed of Trust, and such as Grantor(s) may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchaser and encumbrancers for value. Page 4 of 7 � � ;,� ,:� ;� :� .� , '`� `,� :'i � 6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the State `a of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust to be � foreclosed as a mortgage. ;; ,;� 7. In the event of the absence, death, incapacity, disability, or resignation of Trustee, or at � the discretion of the Beneficiary, Beneficiary may appoint in writing a successor trustee, � and upon the recording of such appointment in the mortgage records of the county in "'? which this Deed of Trust is recorded,the successor trustee shall be vested with all powers '; of the original trustee. The trustee is not obligated to notify any party hereto of pending � sale under any other Deed of Trust or of an action or proceeding in which Grantor,Trustee, � or Beneficiary shall be a party unless such action or proceeding is brought by the Trustee. �� 8. This Deed of Trust applies to, inures to the benefit of,and is binding not only on the parties ; hereto, but on his/her/their heirs, devisees, legatees, administrators, executors, and ; assigns. The term Beneficiary shall mean the holder and owner of the note secured ;j hereby, whether or not named as Beneficiary herein. � a 9. ADDITIONAL TERMS AND CONDITIONS: (check one) � � a. ( ) None �, � � b. O As set forth on the attached Exhibit which is incorporated by this :i reference. :'3 :� -x "' (Note: If neither "a" nor"b" is checked, then option "a" applies.) � :� ,.5 � ; ,:� :, :;j 3 ;,'� ,� � [SIGNATURE PAGE FOLLOWS] ; `. � :� � � ., ,; :5 > � � :ry' :�� :��'�:,� ;1 .�..:,.:�� :�.��:'��.:� . h � Page 5 of 7 � '� ,;s r:; w� GRANTOR: Housing Authority of the City of Renton By: Mark Gropper Executive Director LLC/CORPORATE FORM OF ACKNOWLEDGMENT Notary Seal must be within STATE OF ) SS box COUNTY OF ) On this day of , 20 , before me personally appeared Mark Gropper to me known to be the Executive Director of the Housing Authority of the City of Renton, and acknowledged the said instrument to be the free and voluntary act and deed of the Housing Authority of the City of Renton, for the uses and purposes therein mentioned, and each on oath stated that he was authorized to execute said instrument. Notary Public in and for the State of Notary(Print) My appointment expires: Dated: Page 6 of 7 � � ':� ::� � ';� '� <!:� M � ,� A REQUEST FOR FULL RECONVEYANCE -Do not record. To be used only when note has been ; paid. , ,,� ;� T0: TRUSTEE :� ,� ,� °� The undersigned is the legal owner and holder of the note and all other indebtedness secured � by the within Deed of Trust. Said note, together with all other indebtedness secured by said � Deed of Trust, has been fully paid and satisfied;and you are hereby requested and directed,on � y, payment to you of any sums owing to you under the terms of said Deed of Trust,to cancel said � � note above mentioned, and all other evidences of indebtedness secured by said Deed of Trust � delivered to you herewith, together with the said Deed of Trust, and to reconvey, without � warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held � by you thereunder. ;i ; Dated: f� ,, ,:� ;� � : _;,E ;, :� ;, ,� � ,:� � :� :`:� �.,..;::4 . . . .�.�..�.�t ;� � :.3 i r:� :>;� '� =,::9 'j , ,� <'::3I 'i.4 ''� .� '�9 ".rY � ..�.�..�.:� 'y �:..:�:�i9 � . � Page 7 of 7 ;� :� � ; a� '� � `;;� , ::� � � � Y EXHIBIT D To REAL ESTATE PURCHASE AND SALE AGREEMENT Form of Art Loan Agreement [See attached pages] 614822.2-358187-0002 -14- a a ,� ,� :� � � CITY C�F ; /�" �, k �� a � AGREEMENT WITH RENTON HOUSING AUTHORITY REGARDING LOAN OF ; CITY ART LOCATED IN FORMER RENTON HIGHLANDS LIBRARY � ;s ;� THIS ART LOAN AGREEMENT("Agreement"), dated this day of , 2017, is by � , � and between the City of Renton (the "City"), a Washington municipal corporation, and the � Housing Authority of City of Renton, a municipal corporation ("RHA"), regarding two pieces of � _� artwork owned by the City located in the former Renton Highlands Library building.The City and � RHA are referred to collectively in this Agreement as the "Parties."This Agreement is effective as of the Commencement Date defined herein. � � � 1. Purpose: The City owns two pieces of artwork (collectively, the "Artwork") which are ' described in Exhibit A,attached and incorporated herein. The Artwork is on public display � °; in the former Renton Highlands Library building(the"Building")situated on property(the � "Property")addressed as 2902 NE 12th Street, Renton,Washington, and legally described ; in Exhibit B, attached and incorporated herein. The City and RHA entered into an � agreement for purchase and sale of the Building and Property from the City to RHA (the � "Transaction"). The Parties have agreed, as part of the Transaction, to enter into this � A reement for the continuin g g public display of the Artwork in the Building after the .� Transaction closes. >_� ' 2. Scope: The City hereby grants a loan of the Artwork to RHA to allow the Artwork to � � remain on public display in the Building, and RHA accepts such loan. Such grant and � acceptance of the loan of the Artwork is subject to the terms of this Agreement including ;� the terms and conditions set forth in Exhibit C,which is attached and incorporated herein. :� :, � 3. Duration: This Agreement shall take effect on the date that both Parties have executed ;� the Agreement or the date that the Transaction closes, whichever occurs later (the � "Commencement Date"�. Each Party shall have the right to terminate this Agreement for ; any reason or no reason upon thirty(30) days'written notice to the other Party. No later ' than the effective date of termination of this Agreement, City agrees to retake possession � � of the Artwork. ,:� , � � 4. No Compensation: Each Party acknowledges and agrees that it benefits from the terms ; of this Agreement. Neither Party shall pay the other Party any monetary compensation. :,� � � 5. Record Maintenance: Each of the Parties shall maintain accounts and records relating to � this Agreement and retain such records for as long as may be required by applicable � Washington State records retention laws, but in any event no less than six(6) years after � the termination of this Agreement. Each of the Parties agrees to provide access to and ,,�;� :::� ,� '';,� .� � j� copies of any records related to this Agreement as required by the other Party to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 6. Public Records Compliance: To the full extent either Party determines necessary to comply with the Washington State Public Records Act, the other Party shall make a due diligent search of all records in its possession or control relating to this Agreement and the Artwork, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos,or drawings and provide them to the requesting Party for production. In the event either Party believes said records need to be protected from disclosure, it may, at its own expense, seek judicial protection. Each of the Parties shall indemnify, defend, and hold harmless the other Party for all costs, including attorneys'fees,attendant to any claim or litigation related to a Public Records Act request for which the Party has responsive records and for which the Party has withheld records or information contained therein,or not provided them to the requesting Party in a timely manner. Each of the Parties shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Independent Contractor Relationship: The nature of the relationship between RHA and the City during the period of the Agreement shall be that of an independent contractor, not employee. 8. Indemnification: The City and RHA shall each defend, indemnify, and hold harmless the other Party and its affiliates, officers, directors, employees, agents, and elected officials (the "Indemnified Parties") against and from any and all losses, liabilities, damages, actions, claims, demands, settlements, judgments, and any other expenses, which arise out of this Agreement and are asserted against the Indemnified Parties by a third party, but only to the extent caused by the negligence or willful misconduct of the indemnifying Party and/or of the affiliates, officers, directors, employees, agents, and elected officials of the indemnifying Party. The indemnity in this section is subject to the Indemnified Parties' promptly notifying the indemnifying Party in writing of any claims, demands, suits, or other threatened or actual action. 9. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City's Code of Ethics and state law, RHA shall not give a gift of any kind to City employees or officials. RHA also confirms that RHA does not have a business interest or a close family relationship with any City officer or employee who was, is,or will be involved in this Agreement. f � Page 2 of 6 `� � 's .0 � 10. Successors and Assigns: Neither the City nor RHA shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of �� the other. � ;:� 11. Notices:Any notice required or given under this Agreement will be in writing, addressed ' to the appropriate Party at the address which appears below(as modified in writing from time to time by such Party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Notices sent by registered or certified mail shall be deemed effective on the third (3�a) business day following deposit in the U.S. Mail, postage prepaid. Notices sent by nationally recognized overnight courier services shall be deemed effective on receipt,and notices sent by facsimile shall be deemed effective on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement and may be used in accompaniment to any notice required or given under this Agreement. CITY OF RENTON RHA C. E. "Chip"Vincent Mark Gropper CED Administrator Executive Director, Housing Authority 1055 South Grady Way of the City of Renton i Renton, WA 98057 � 2900 NE 10th Street Phone: (425) 430-6588 Renton, WA 98056 Email: cvincent@rentonwa.gov Phone: (425) 226-1850 Email: mrg@rentonhousing.org 12. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational " qualification, RHA agrees as follows with respect to performance under this Agreement: A. RHA, and RHA's agents, employees, representatives, and volunteers shall not _ ; discriminate on the basis of race,color,sex, religion, nationality,creed, marital status, ° sexual orientation or preference, age (except minimum age and retirement �� provisions), honorably discharged veteran or military status, or the presence of any :,' ''� sensory, mental or physical handicap, unless based upon a bona fide occupational �' qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of performance or any other benefits under this Agreement, or procurement of materials or supplies. �! B. RHA will take affirmative action to insure that applicants are employed and that ;i employees are treated during employment without regard to their race,creed,color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps,or '' marital status. Such action shall include, but not be limited to the following � _�-� � � �� Page3of6 � `� �. :� ':'{ employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If RHA fails to comply with any of this Agreement's non-discrimination provisions,the City may terminate the Agreement in accordance with Section 3, and neither Party shall thereafter have any liability to the other Party under this Agreement. D. Each of the Parties is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect its performance under this Agreement, which includes but is not limited to fair labor laws, workers' compensation, and Title VI of the Federa) Civil Rights Act of 1964, and City of Renton Council Resolution Number 4085. 13. Other Provisions: A. Approval Authoritv. Each individual executing this Agreement on behalf of the City and RHA represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or RHA. B. General Administration and Mana�ement. The City's primary contact for this Agreement is: Elizabeth Higgins in her capacity as Executive Liaison to the Arts Commission, or her successor. RHA's primary contact for this Agreement is Mark Gropper. In its performance under this Agreement, each of the Parties shall coordinate with the other Party's primary contact, or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. The exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. E. Governin� Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Each of the Parties shall comply with all applicable federal,state,county and city laws, codes and ordinances in the performance of its obligations under this Agreement. F. Joint Drafting Effort.This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. Page 4 of 6 � �� ` � � � >� � � _, s;� -� � G. Jurisdiction and Venue.Any lawsuit or legal action brought by any Party to enforce or ` interpret this Agreement or any of its terms or covenants shall be brought in the King � County Superior Court for the State of Washington at the Maleng Regional Justice � Center in Kent, King County, Washington, or its replacement or successor. ;a 3 h H. Severabilitv. A court of competent jurisdiction's determination that any provision or ; part of this Agreement is illegal or unenforceable shall not cancel or invalidate the � remainder of this Agreement, which shall remain in full force and effect. ; I. Sole and Entire A�reement. This Agreement contains the entire agreement of the � Parties and any representations or understandings, whether oral or written, not .� incorporated are excluded. :;; � 1. Time is of the Essence. Time is of the essence of this Agreement and each and all of � its provisions in which performance is a factor. � K. Third-Partv Beneficiaries. Nothing in this Agreement is intended to, nor shall be :; construed to give any rights or benefits in the Agreement to anyone other than the � Parties,and all duties and responsibilities undertaken pursuant to this Agreement will •;w; be for the sole and exclusive benefit of the Parties and no one else. ;,e ;� L. Bindin� Effect. The Parties each bind themselves, their partners, successors, assigns, � and legal representatives to the other Party to this Agreement, and to the partners, ,� `� successors, assigns, and legal representatives of such other Party with respect to all � covenants of the Agreement. � ,.� : M. Waivers.All waivers shall be in writing and signed by the waiving Party. Either Party's i failure to enforce any provision of this Agreement shall not be a waiver and shall not ; prevent either the City or RHA from enforcing that provision or any other provision of � this Agreement in the future. Waiver of breach of any provision of this Agreement :a ; shall not be deemed to be a waiver of any prior or subsequent breach unless it is �� expressly waived in writing. :� ;� ;-� .� N. Counterparts. The Parties may execute this Agreement in any number of .;� � counterparts, each of which shall constitute an original, and all of which will together ',� constitute this one Agreement. ,., IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date :<; last signed by the Parties below. ; � ;� ;� � 5 �... � .._ � � Page 5 of 6 m � -� ;'`->� ,� ;;� � � ;;i°r� � � > � � CITY OF RENTON Housing Authority of the City of Renton By: By: C. E. "Chip"Vincent Mark Gropper CED Administrator Executive Director Date Date Attest Jason A.Seth City Clerk Approved as to Legal Form Shane Moloney Renton City Attorney Page 6 of 6 � � , <s,� ,� ``1 a ;; EXHIBIT A To ' CITY ART AGREEMENT '' Description of Artwork :; ,;,, ';`s ,, ''r � Work No. 1 :� ; "Coal Miners" ; Oil painting :i3 3 S � Artist: Jacob Elshin .; Measuring: 5' x 12'. '; ;:� Oil painting commissioned by the WPA's Federal Art Project in 1938, which hung for many years in the Renton Post Office. It was given to the City in 1972 when the Post Office was remodeled and the painting could no longer be seen by the public. A published history of the WPA ' recounts that Renton's mural was unique because the artist actually ventured into the mine. � Renton resident William Strain escorted Elshin deep underground and posed the miners as the artist sketched them at work. Confirmed: 2010. � Information about the artist: Jacob Elshin was born in St. Petersburg, Russia and received his } � art training there. Following the Revolution, he went to Shanghai where he worked as a � newspaper cartoonist for three years before moving to Seattle in 1923. Elshin was one of the ; region's most noted painters and teachers, with four solo exhibitions at the Seattle Art Museum. His work has also been exhibited in regional, national and international exhibitions in 3 New York, San Francisco, Brazil,Japan, Paris, Washington D.C, and other locations. He won many prestigious awards, and his works are in the permanent collections of The Smithsonian ' Institute; Seattle Art Museum; Genoa, Italy; Denver Art Museum;Tacoma Art Museum; j University of Washington; WSU; and several other institutions. ' Work No. 2 ; "North Coast Indians" �a Two carved wood panels Artist: James H. FitzGerald � Measuring: 7' x 10' (each panel) , ' Two carved wood murals of Western Red Cedar commissioned in 1945. Originally located on `� the front of the Housing Administration building entrance. The panels were heavily defaced in ,i that location and were moved to the Highlands Library in 1973. `{ � .� y 1 ;:;� � f is Information about the artist: James H. FitzGerald was a fine arts painter and sculptor who lived from 1910—1973. He earned a Bachelor of Architecture degree from UW in 1935 and also attended the Kansas City Art Institute, Colorado Springs Fine Arts Center, Carnegie Graduate Fellowship, and Yale University(1938-1939). He taught at the Kansas City Art Institute, Colorado Springs Fine Arts Center and Spokane Arts Center. In the 1930s, FitzGerald began his career as a painter, first studying with the Mexican artist Orozco in Mexico, working collaboratively on WPA funded murals in Colorado. In 1939, his interests turned to architecture. After studying briefly at Yale's Architecture School, he returned west to execute his first public commission, the Portal of the North Pacific, a cement relief sculpture near Mercer Island Floating Bridge tunnel entry in Seattle, WA. In 1959,fire destroyed FitzGerald's home and studio and he lost a large amount of his earlier work. Because of the fire his involvement in sculpture became more dominant due to its durability. Until his death, FitzGerald was among the leading modernist sculptors of the Northwest, exhibiting widely in major American museums. FitzGerald was married and collaborated on many works with artist Margaret Tompkins, who died in 1939. , -- - - - - - --- `� :� :� ';:� � !:� � EXHIBIT B .� � To � CITY ART AGREEMENT ,. � Legal Description of Property :� _::� � King County Parcel No. 7227802040 � � 2902 NE 12th Street, Renton,Washington � ':� > LOT 1 OF CITY OF RENTON SHORT PLAT N0. LUA 16-000960, RECORDED IN VOLUME 364 OF PLATS, PAGES 70-71, UNDER KING COUNTY RECORDING NO. � 20170519900004, SITUATED IN CITY OF RENTON, KING COUNTY, WASHINGTON. � � `'� ;4 � � ,,j :;; i::� ::� ;;� � .� _� <;� >� Y .:.� :} # � ':d :� '� ..�_.'',:S ;-{ .,� Y :3 ''-� � :1 ry 'ea :'"� ..'�� '::� ;:� ,� � ;� . �.:��.:h ,� :��"��;%t :�g C � ::,3 .��..�'-...�I � '.{', S R EXHIBIT C to CITY ART AGREEMENT Terms and Conditions The Parties agree to abide by and comply with the following terms and conditions concerning the Artwork. These terms and conditions cannot be altered, changed, waived or otherwise affected except by written agreement by both Parties. 1. Care and Displav. A. RHA shall give the Artwork the same care as it does any comparable property of its own. RHA agrees to take reasonable precautions to protect the Artwork from fire, theft, damage, water, mishandling, dirt, vermin, pests, and extreme changes in light and humidity while in the custody of RHA. B. RHA shall not modify the Artwork in any way, shape, or manner. Except as otherwise provided herein, RHA agrees not to relocate or undertake any restoration and/or repair of the Artwork without the express, written permission of the City. C. RHA shall not loan, sell, or use as collateral the Artwork or any derivations of the Artwork. Because the Artwork is located in a public space its incidental appearance or use in RHA's photographs or videos is allowed, and the Artwork may be photographed or video recorded by the general public. 2. Dama�e. A. If RHA anticipates that the Artwork is in danger of being damaged by a planned event, such as Building alteration,demolition,cleaning, repair,or painting, RHA shall provide no less than thirty (30) days' notice to the City in advance of the event and shall thereafter allow the City full access to the Building and the Property for the purpose of inspecting, packing or removing the Artwork or, in consultation with and subject to the prior written consent of RHA, for the purpose of temporarily relocating the Artwork within the Building. B. If RHA anticipates that the Artwork is in immediate danger of being damaged by flooding, fire, or otherwise, RHA may move the Artwork to a safe location, provided that RHA uses reasonable care in moving the Artwork and provides notice to the City as soon as possible thereafter and allows the City full access to the Building and the Property for the purpose of inspecting, packing or removing the Artwork. � . ,� r� � ''� `� '',;;� C. RHA shall notify the City immediately of any damage that occurs to the Artwork and '� shall thereafter allow the City full access to the Building and the Property for the :� purpose of inspecting, packing, removing, and/or relocating the Artwork. ;:.� ;� ''';� � 3. Risk; Insurance. (� � City acknowledges that the Artwork shall remain in the Building and on the Property at �= the City's sole risk. Except as set forth in Sections 1 and 2, above, RHA shall not be � responsible for the care or condition of the Artwork and City releases RHA from any and � all liability for any damage to or loss of the same. City agrees to carry and maintain � replacement value or such other insurance with respect to as the Artwork as City may � desire for its protection. Any such insurance shall include a clause or endorsement ; denying the insurer rights of subrogation against RHA,and without limitation of any other � provision of this Agreement, City waives any right of recovery against RHA for injury or � loss to the Artwork covered by insurance. F � 4. Control of Building Other than bv RHA. `« �� A A. If RHA sells the Building to any entity or person other than the City, RHA shall provide � no less than thirty (30) days' notice to the City in advance of the closing of the � transaction and shall thereafter allow the City full access to the Building and the � � Property for the purpose of inspecting, packing, and removing the Artwork. � ;,� ; B. If RHA authorizes control over the Building to any other entity or person, whether by ' lease, license, or otherwise, RHA shall provide a copy of these terms and conditions � to such other entity or person and shall require that such entity or person abide by � and comply with these terms and conditions. :� � 5. Access to and Return of Artwork. ,� � A. In addition to the other terms herein providing for access, RHA shall allow the City reasonable access to the Artwork for any purpose; provided that the City provides no '`$�' less than forty-eight(48) hours' notice to RHA. -� •� - � � B. Upon termination of the Agreement, RHA shall allow the City full access to the k Building and the Property for the purpose of inspecting, packing, and removing the - Artwork. $ ;,,y ,_� :.� ,� :� `.� .� 4 ;;§ ':� .�:,-:�.A , 5 .�� ie ..i� :T :� ;,� � �i ��.::��