HomeMy WebLinkAboutExh49_Solera Stand Still Agreement_210202CAG-20-321
STANDSTILL AGREEMENT
Sunset Area
This Standstill Agreement ("Agreement"), dated for reference purposes only as
June 24, 2020, is made between the City of Renton, a municipal corporation organized
and existing under the laws of the State of Washington (the "City"j, on the one hand,
and, on the other hand, Sclera, LLC, DevCo, LLC, and Sclera Manager, LLC, each a
Washington limited liability company, (collectively, "DevCo" }. The City and DevCo are
each a "Party," and are collectively the "Parties," to this Agreement.
RECITALS
A. On April 6, 2020, the City enacted an emergency moratorium (Ord. 5957)
the "Moratorium") on, among other things, the acceptance of any land use
applications for large residential projects within specified portions of the "Sunset Area,"
as described in the Moratorium. The Moratorium states that it was enacted to facilitate
the consideration of amendments to the Renton Municipal Code as it relates to
development within the Sunset Area ("Sunset Development Changes" }. For the
purposes of this Agreement, the term Sunset Development Changes refers to the sets
of draft development regulations labeled by the City as "D-174: Mixed -Income Housing
in the CV Zone" and "D-1 69: Site plan Review," The term Sunset Development
Changes does not include the draft development regulations labeled by the City as "0-
173, Waived Fees" (the "Waived Fees Development Changes"). The Moratorium
states that it shall be in effect until October 6, 2020,
B. On May 4, 2020, DevCo submitted an application (the "Application') for
a minor modification of the approved Master Plan for the Sclera site (City File LUA1 8-
000490) ("Solera'l within the Sunset Area. DevCo represents that it owns property
within Solera and is under contract to purchase more.
C. In a letter dated May 7, 2020, the City rejected the Application (the
Rejection's because the City concluded the Application was barred by the
Moratorium.
On May 20, 20.20, DevCo filed an appeal (the "Appeal' of the Rejection
with the Hearing Examiner for the City of Renton, contending that the Moratorium
constitutes an unlawful basis for the Rejection.
E. The law firm Hillis Clark Martin & Peterson ("HCMP) represents DevCo
with respect to Solera. On April 9, 2020, HCMP employee Krista Stokes submitted a
public records request to the City on behalf of DevCo, enumerating requested records
including records related to Solera, The City assigned the public records request
number CO00179-040920 (the "Records Request'). The City respa nded on April 15, 2020
and anticipated an installment on May 14, 2020. On May 14, 2020 the City provided
a first installment of records responsive to the Records Request and anticipated
a response and second installment on .tune 11, 2020, On June 11, 2020 the Sfaridslili
Agreement Page 1
City provided a second installment of records responsive to the Records Request and
anticipated a response and installment on July 9, 2020.
F. The City plans to move forward with its consideration of Sunset
Development Changes and Waived Fees Development Changes as described in this
Recital. On June 3, 2020, the City's Planning Commission opened a public hearing on
Sunset evelopment Changes and Waived Fees Development Changes. The public
hearing remains open, and the City anticipates that draft development regulation
language for Sunset evelopment Changes and Waived Fees evelopment Changes
will be made available for public comment on or before June 19, 2020. The Planning
Commission will allow and is anticipated to receive additional public testimony on
Sunset Development Changes and Waived Fees Development Changes at its July 1,
2020 meeting. At its July 15, 202 meeting, the Planning Commission is anticipated to
close the public hearing, deliberate, and issue recommendations to the City Council
regarding potential Sunset Development Changes and Waived Fees Development
Changes. The ordinary schedule would call for the City Council Planning &
evelopment Committee to make a recommendation to the full City Council regarding
the same in late July or August.
G. The Solera Master Plan makes up 10.8 acres of the Sunset Area that is
vacant and slated for redevelopment with the approved Solera Preliminary Plat and
Master Plan. Before the Moratorium was enacted, the Parties had begun talks regarding
additional details for the development of Solera that could help advance each Party's
objectives. for the Solera site.
H. The Parties wish to resume negotiating potential terms for a development
agreement that would enable the Parties to move forward with mutually agreeable
development plans for Solera. To facilitate those negotiations, the Parties wish to stay
consideration of the Appeal, suspend the City Council's formal action on Sunset
Development Changes, allow the City Council's formal action to proceed with Waived
Fees evelopment Changes, and suspend the City's obligations with respect to the
Records Request consistent with the terms of this Agreement. Except as expressly set
forth in this Agreement, the Parties wish to preserve the status quo and their respective
legal rights during the term of this Agreement.
AGREEMENTS
The Parties agree as follows:
i. Standstill Provisions
1,11 Standstill Period. The term "Standstill Period" means the period
commencing upon the mutual execution of this Agreement and ending on August 31,
2020, unless extended to a later date by a written instrument executed by all Parties.
Notwithstanding the foregoing, either Party may terminate the Standstill Period at any
time upon the occurrence of a breach of this Agreement by the other Party and the
issuance of a notice of such breach by the Party asserting the breach. Notice shall be
5faWs[il! Agree, i Gent Page 2
sufficient if it is sent by email to the individual executing this Agreement an behalf of the
other Party.
1.2 Appeal Standstill. Within 5 business days after mutual execution
of this Agreement, the Parties shall jointly request a stay of the Appeal for the length of
the Standstill Period. if the Hearing Examiner denies that request in whole or in part for
any reason, this Agreement shall automatically terminate and be of no further force or
effect. The Parties agree that, to the fullest extent permitted by law, all statutes of
limitations and other legal or equitable limitations periods, appeal periods, or deadlines
that may apply to DevCo's rights relating to Solera are hereby suspended and tolled
during the Standstill Period. The Standstill Period shall not be included in computing the
time limited by any statute of limitations or other legal or equitable limitations period,
appeal period, or deadline that may apply to evCo's rights relating to Solera.
1.3 Standstill of Sunset Development Changes. Except as
expressly provided In this Agreement, the City shall not enact any ordinances or effect
any zoning- or land use -related regulatory or policy changes with respect to the Sunset
Area during the Standstill Period, and the City shall not adopt the Sunset Development
Changes or take other formal action, including issuing a recommendation from the City
Council Planning & Development Committee with respect to the Sunset Development
Changes, during the Standstill Period. This restriction includes prohibiting City staff from
seeking a recommendation from the City Council Planning & Development Committee
regarding the Sunset Development Changes during the Standstill Period. However, this
restriction shall not prohibit City staff from (a) presenting information about the Sunset
Development Changes to any member or group of members of the Planning
Commission, (b) seeking or obtaining a recommendation regarding the Sunset
Development Changes from the Planning Commission, or (c) answering status
questions about the Sunset Development Changes posed by any member or group of
members of the City Council. The City agrees that if, at the conclusion of the Standstill
Period, the City's Community & Economic Development ("CED") staff have substantially
modified the draft language of Sunset Development Changes from the version subject
to the Planning Commission recommendation, CED staff will recommend to the
Planning Commission that the public hearing on Sunset Development Changes be re-
opened, followed by new deliberations and recommendation by the Planning
Commission. Waived Fees Development Changes are not subject to the Standstill
Period.
1.4 Records Request Closure. The Parties, on behalf of themselves
and their agents and representatives, agree that the Records Request is closed as of
the last date signed below by the Parties. If at the conclusion of the Standstill Period
DevCo wishes to re -open the Records Request, DevCo or HCMP shall notify the City
via the GovQA portal for the Records Request (identified in GovQA as: Public Records
Request CQa0179-040920) or via direct email to cit clerkrecords rentonwa. ov. The
notification shall specifically request that the Records Request be re -opened and that
the City resume its work on installment(s) of records responsive to the Records
Request. Upon such notification to re -open the Records Request, the City records clerk
shall provide the next installment of documents pursuant to the Records Request within
SlandslillRgreeimnl Page 3
three weeks of the notification. After that installment, the City agrees to produce such
other installments as are necessary to respond fully to the Records Request as required
by law.
1.5 Application Standstill. evC shall fife no additional permit or
other land use applications with respect to Solera during the Standstill Period, except as
necessary to preserve evCo's legal rights relating to Sclera, as allowed pursuant to
any vested rights predating the Moratorium, or as agreed by the Parties.
1.6 Expiration or Termination of Standstill Period. Upon the
expiration or termination of the Standstill Period pursuant to the terms of Section 1.1
above, the Parties shall be immediately released of all obligations set forth in this
Agreement.
2. General Provisions.
2.1 Ratification. The Parties agree that this Agreement responds to a
time -sensitive situation due to the Appeal pending before the Hearing Examiner, which
causes the City to need to execute this Agreement prior to review by the City Council.
Accordingly, this Agreement is subject to City Council consideration, and City staff will
present the Agreement to the City Council at its first availability after the City's date of
execution. If the City Council considers the Agreement and does not ratify it, then the
Agreement will automatically terminate with no liability or farther obligation arising on
the part of the Parties.
2.2 Entire Agreement. This Agreement constitutes the entire
agreement of the Parties with respect to its subject matter.
2.3 Counterparts. This Agreement may be executed in counterparts,
and facsimile or electronic signatures including signatures scanned and transmitted by
email) shall be considered valid and binding as if original signatures.
Executed by the Parties on the dates signed below:
EVCO, LLC
s
a
David Ratliff
Vice President/Managing Member
Date: L 12LA I -2X_,-L0
Slandstili Agreement Page 4
DocuSign Envelope ID: 3EB9C21D-E567-4449-83D2-757E1FEE2458
SCLERA, LLC
David f
Managing Member [
2!Late: Cz' i a -
r
SCLERA MANAGER, LLC
David Ratliff
Managing Member
Date:
CITY DocuSigned by:
Cliff Long
Cliff Long
Acting Community & Economic Development
Administrator
Date: 6/25/2020 1 12:45 PM PDT
Standstill Agreement
Page 5
DocuSign Envelope ID: 91D7503E-177F-4067-95DD-58C6B8FD6E5D
CAG-20-321, Adden #1-20
0
AMENDMENT NO. 1 TO STANDSTILL AGREEMENT
THIS AMENDMENT ("Amendment"), dated for reference purposes only as August 31, 2020, is
by and between the City of Renton (the "City'), a Washington municipal corporation, and
Solera, LLC, DevCo, LLC, and Solera Manager, LLC, each a Washington limited liability company
collectively, "DevCo"). The City and DevCo are each a "Party," and are collectively the "Parties"
to this Amendment. Once fully executed by the Parties, this Amendment is effective as of the
last date signed by the Parties.
Whereas, the City and DevCo entered into a Standstill Agreement dated June 24, 2020 (referred
to herein as the "Agreement"); and
Whereas, pursuant to the Agreement, the Standstill Period set forth in the Agreement's Section
1.1 will expire on August 31, 2020; and
Whereas, the Parties wish to amend the Agreement in order to extend the Standstill Period for
a short duration; and
Whereas, the Parties intend to use the short extension to attempt to negotiate, in good faith, a
longer extension of the Standstill Period and substantive modifications to the Agreement, tc
the mutual benefit of the Parties
NOW THEREFORE, It is mutually agreed upon that the Agreement is amended as follows:
1. Section 1.1 of the Agreement is amended to extend the Standstill Period to end on October
1, 2020.
2. The Parties will use the period between August 31, 2020 and October 1, 2020 to attempt, in
good faith, to agree on a further extension of the Standstill Period and further amendments
to the Agreement. As an element of this good faith attempt, by September 24, 2020, DevCo
will provide to the City a Colored Rendering (as that term is defined in RMC 4-8-120.D.3)
depicting proposed materials and design concepts from multiple angles of the Solera
project; the color rendering and design concepts will include the corner of Sunset & 11tn,
Jefferson & 11t", Kirkland & Sunset, and the townhomes along Jefferson.
3. Within 2 business days after mutual execution of this Amendment, the Parties shall jointly
request an extension of the stay of the Appeal through October 1, 2020. If the Hearing
Examiner denies that request in whole or in part for any reason, then the Amendment and
DocuSign Envelope ID: 91D7503E-177F-4067-95DD-58C6B8FD6E5D
the Agreement will automatically terminate with no liability or further obligation arising on
the part of any Party.
4. The Parties agree that this Amendment responds to a time -sensitive situation due to the
Agreement's original expiration of the Standstill Period on August 31, 2020, causing the
Parties to need to execute this Amendment prior to review by the City Council. Accordingly,
this Amendment is subject to City Council consideration, and City staff will present the
Amendment to the City Council at its first availability after the City's date of execution. If
the City Council considers the Amendment and does not ratify it, then the Amendment and
the Agreement will automatically terminate with no liability or further obligation arising on
the part of any Party.
5. All terms of the Agreement not explicitly modified herein shall remain in full force and
effect.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Amendment as of the
date last signed by the Parties below.
DEVCO, LLC
SOLERA, LLC
SOLERA MANAGER, LLC
By:
David Ratliff
Vice President/Managing Member
8/31/2020
Date
DocuSignedd-by:
rA}'{
I' ff
By; EvBC41600E12EB481_
David Ratliff
Managing Member
8/31/2020
Date
By: EDocuSigned
by:
vBC41600EUEB481...
David Ratliff
Managing Member
8/31/2020
Date
IL
PAGE 2 OF 3
EP
DocuSigned by:
BC41600E12EB481...
DocuSign Envelope ID: 91D7503E-177F-4067-95DD-58C6B8FD6E5D
CITY
DocuSigned by:
Chip Vincent
C.E. "Chip" Vincent
Community & Economic Development
Administrator
9/1/2020 1 10:09 AM PDT
Date
Approved as to Legal Form:
By: Approved by Leslie Clark via 9/ 1/2020 email
Shane Moloney, City Attorney
Contract Template Updated 01-15-2020
IL
PAGE 3 OF 3
DocuSign Envelope ID: F2D42AE0-3AEF-4B06-BAC6-117590E5E20F
CAG-20-321, Adden #2-20
AMENDMENT NO. 2 TO STANDSTILL AGREEMENT
THIS AMENDMENT ("Second Amendment"), dated for reference purposes only as October 1,
2020, is by and between the City of Renton (the "City"), a Washington municipal corporation, and
Solera, LLC, DevCo, LLC, and Solera Manager, LLC, each a Washington limited liability company
collectively, "DevCo"). The City and DevCo are each a "Party," and are collectively the "Parties"
to this Amendment. Once fully executed by the Parties, this Second Amendment is effective as
of the last date signed by the Parties.
Whereas, the City and DevCo entered into a Standstill Agreement dated June 24, 2020 (referred
to herein as the "Agreement"); and
Whereas, pursuant to the Agreement, the Standstill Period set forth in the Agreement's Section
1.1 was set to expire on August 31, 2020;
Whereas, the Standstill Period was extended through October 1, 2020 in Amendment No. 1 to
Standstill Agreement, dated for reference purposes as August 31, 2020; and
Whereas, the Parties wish to amend the Agreement again in order to extend the Standstill Period
for a short duration; and
Whereas, the Parties intend to use the short extension to continue their good faith negotiations
toward a longer extension of the Standstill Period and substantive modifications to the
Agreement, to the mutual benefit of the Parties.
NOW THEREFORE, It is mutually agreed upon that the Agreement is amended as follows:
1. Section 1.1 of the Agreement is amended to extend the Standstill Period to end on October
8, 2020.
2. The Parties will use the period between October 1, 2020 and October 8, 2020 to attempt, in
good faith, to agree on a further extension of the Standstill Period and further amendments
to the Agreement.
3. The Parties agree that they will communicate with the Hearing Examiner during this short
one -week extension only if necessary to respond to an inquiry from the Hearing Examiner
DocuSign Envelope ID: F2D42AE0-3AEF-4B06-BAC6-117590E5E20F
or a development in the Appeal. Otherwise, the Parties will communicate with the Hearing
Examiner after October 8, 2020.
4. The Parties agree that this Second Amendment responds to a time -sensitive situation due
to the scheduled expiration of the Standstill Period on October 1, 2020, causing the Parties
to need to execute this Amendment prior to review by the City Council. Accordingly, this
Amendment is subject to City Council consideration, and City staff will present the
Amendment to the City Council for ratification after execution by City staff. If the City
Council considers the Amendment and does not ratify it, then the Amendment and the
Agreement will automatically terminate with no liability or further obligation arising on the
part of any Party.
5. All terms of the Agreement not explicitly modified herein shall remain in full force and
effect.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Amendment as of the date
last signed by the Parties below.
DEVCO, LLC DocuSigned by:
By: 1VBC41600E12EB481...
David Ratliff
Vice President/Managing Member
10/1/2020
Date
SOLERA, LLC DocuSigned by:
By: 1VBC41600E12EB481...
David Ratliff
Managing Member
10/1/2020
Date
SOLERA MANAGER, LLC DocuSigned by:
By: EvBC416DOE12EB481
David Ratliff
Managing Member
10/1/2020
Date
PAGE 2 OF 3
DocuSign Envelope ID: F2D42AE0-3AEF-4B06-BAC6-117590E5E20F
CITY DocuSigned by:
Chip Vincent
By: 49DB37770,A,477...
C.E. "Chip" Vincent
Approved as to Legal Form:
By:
Community & Economic Development
Administrator
10/2/2020 1 10:02 AM PDT
Date
Approved by Leslie Clark via 10/2/2020
Shane Moloney, City Attorney
Contract Template Updated 01-15-2020