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CITY CLERK'S OFFICE AGREEMENT Rec:$89.00
City of Renton SJSf�01711:57 AM
1055 S. Grady Way, Suite 728 K��►��outvTtr,wA
Renton, WA 98057 � ,
DEVELOPMENT AGREEMENT FOR QUENDALL TERMINALS
Grantors: The City of Renton and Quendall Terminals
Grantees: The City of Renton and Quendall Terminals
Abbreviated Legal Description: That portion of Government Lot 5 in 5.29,T.24N, R.5E,W.M.,...
Additional Legal Description on Page 15 of Document(Exhibit A)
Assessor's PropertyTax Parcel/Account Number: 2924059002 oR ❑ NOTYETASSIGNED
THIS DEVELOPMENT AGREEMENT("Agreement") by and between the CITY OF RENTON,
a municipal corporation organized and existing under the laws of the State of Washington
("City"), and QUENDALL TERMINALS, a Washington joint venture, its successors and assigns
("Developer"), is made and entered into this 12th day of June, 2017 (the "Effective Date")
pursuant to the authority of RCW 36.70B.170 et seq. The City and Developer are the Parties to
this Agreement.
RECITALS
A. Developer is the developer of that certain real property comprising 20.3 acres
more or less located between Lake Washington and Lake Washington Boulevard, and that
certain real property comprising 1:2 acres more or less across the railroad right of way to the
east, both within the municipal boundaries of the City of Renton in King County, Washington,
and legally described on Exhibit A attached hereto and depicted on Exhibit A-1 (the "Quendall
Property" or "Property")).
Quendall Terminals DevelopmentAgreement Page 1
B. Developer intends to develop the Quendall Property as a mixed-use multi-family
residential development (the "Project"), as more particularly described in land use applications,
LUA09-151, on file with the City of Renton and, subject to this Agreement, including the
Enhanced Alternative described herein. Project development may be phased, subject to the
conditions of the Hearing Examiner's Decision.
C. The Quendall Property has received a Superfund designation from the U.S.
Environmental Protection Agency ("EPA") and Developer is currently working on a remediation
plan with the EPA. This Agreement pertains to redevelopment of the remediated Property.
The Parties intend that this Agreement be construed to enable development authorized by the
Hearing Examiner's Decision on the Master Plan and subsequent necessary and/or appealed
land use decisions. Such development shall contain at minimum the attributes identified as
Project Elements in Section 3 and comply with all conditions and amenities identified in the
approved Master Plan. Development would occur in a manner consistent with post-
remediation site conditions and such controls as are imposed by or agreed to with the EPA. For
instance, if remediation is undertaken in phases, then Project phasing may be coordinated to
occur first on remediated areas of the Property, pending a City approved final phasing plan that
is consistent with the phasing conditions of the Master Plan Decision or any subsequent land
use actions.
D. Developer submitted Project applications for a Master Plan approval, Binding
Site Plan approval and Shoreline Substantial Development permit, which applications were
deemed complete by the City on February 10, 2010 (together, the "Initial Project Applications").
E. Pursuant to the State Environmental Policy Act, Ch. 43.21C RCW ("SEPA"), the
City issued a Draft Environmental Impact Statement (the "DEIS") on December 10, 2010, on the
Initial Project Applications and alternatives. In response to comments on the DEIS, Developer
developed a Preferred Alternative that was downsized from the DEIS, and office space was
removed from the proposal. Key Project specifications of the Preferred Alternative are set forth
in the Master Plan application materials, LUA09-151 and attached to the Staff Report to the
Hearing Examiner as Exhibits. The City issued an addendum to the DEIS on October 19, 2012,
which addressed the Preferred Alternative (the "Addendum"). A Final Environmental Impact
Statement (the "FEIS") and Mitigation Document were issued on August 31, 2015.
F. In January 2016, at the City's request, Developer updated the Initial Project
Applications plan sets to reflect the Preferred Alternative and incorporate plan set level
components of the specified SEPA mitigation measures.
Quendall Termina/s Development Agreement Page 2
G. Pursuant to the Revised Code of Washington Chapter 36.70B.170 etseq. ("the
Development Agreement Statute"),the City may enter into a development agreement with an
entity having ownership or control of real property within its jurisdiction.
H. A development agreement can provide for an extended duration of approvals.
The Developer is willing to incorporate more public benefits into the Project, as specified in the
Enhanced Alternative set forth herein, in exchange for extended permit duration.
I. It is the intent of this Development Agreement to provide for development of
the Project using the Enhanced Alternative addressed herein, together with all other terms and
conditions of this Agreement, provided, however, that the Parties acknowledge that Project
applications for the Enhanced Alternative are subject to hearing and decision by the Renton
Hearing Examiner as provided under Renton Municipal Code Sections 4-9-200(D)(1) and 4-8-
070(J).
J. The City's Responsible SEPA Official has reviewed the Project changes proposed
under the Enhanced Alternative and this Development Agreement in accordance with SEPA,
and has issued a determination of consistency with the existing SEPA review. The DEIS,
Addendum, FEIS, and Determination of Consistency together constitute the "Project-level SEPA
Review."
K. The Hearing Examiner held a public hearing, as authorized by City Council, on
this Development Agreement on April 18, 2017.
L. The City has found that development of the Enhanced Alternative of all or
portions of the Quendall Property consistent with this Agreement and the associated land use
decisions will benefit the community at large including the Quendall Property.
NOW THEREFORE, in consideration of the mutual agreements of the Parties set forth
herein, as well as other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby covenant and agree as follows:
AGREEMENTS
1. ADDITIONAL DEFINITIONS.
Development Regulations mean those regulations encompassed in Title IV of the
Renton Municipal Code ("RMC") in effect on the Vesting Date.
Quendall Terminals Deve/opmentAgreement Page 3
Enhanced Alternative means the Project substantially as described in the Project
Elements at Section 3 and on the Master Plan and associated conditions of approval as
approved by the Hearing Examiner.
Land Use Policies and Regulations mean Renton Comprehensive Plan land use
designations and policies, and the Development Regulations, in effect on the Vesting Date.
Master Plan Decision means the decision of the Hearing Examiner on the Master Plan,
Shoreline Substantial Development Permit, and Binding Site Plan applications under LUA09-151.
RMC means the Renton Municipal Code.
The Vesting Date is February 10, 2010, the date that the City determined that
Developer's applications for a Master Plan approval, Binding Site Plan approval and Shoreline
Substantial Development permit were complete.
2. BASIS OF AGREEMENT.
2.1 Intent. This Agreement establishes certain roles and responsibilities for
the potential redevelopment of all or a portion of the Quendall Property under the Enhanced
Alternative described in Section 3 herein, including but not limited to Developer commitments
that development of the Master Plan shall be consistent with the vested Land Use Policies and
Regulations and the terms and conditions of this Agreement and any associated land use
decisions for the project. It is the intent of this Agreement that redevelopment may be phased
according to the principles set out in this Agreement, subject to City of Renton approval and the
conditions set forth in the Master Plan Decision.
3. PROJECT ELEMENTS. The Project Enhanced Alternative shall include the Project
Elements which includes the following:
3.1 Enhanced Alternative. The Parties agree that the following
enhancements to the Preferred Alternative are in the public interest and support Project
objectives. The Parties agree that the Project with the Enhanced Alternatives should be taken
through the Hearing Examiner process in accordance with RMC 4-9-200(D)(1) and 4-8-070(J).
3.1.1 1.3 acres of the southwest corner of the Project shall be a public
park constructed by the Developer and maintained by the Homeowners' Association, open for
public use between the hours of dawn to dusk;
Quendall Terminals Development Agreement Page 4
3.1.2 Retail/restaurant/office space and street activation (fountains,
artwork, etc.) shall be required at street level along Street B and along the lakeside frontage of
residential buildings and other street frontage as necessary to qualify for a minimum of 50
percent of the building street frontage at a minimum depth of 20 feet of the project site;
3.1.3 The developer and the City will collaborate in the development of a
public dock/pier associated with the public park. The Developer and City shall jointly develop a
future dock proposal for permitting and environmental review that addresses public and
Project interests to the parties' mutual satisfaction ("Future Dock Proposal"). The City will be
responsible for obtaining all required permits. The Developer shall fund permitting costs for the
Future Dock Proposal and construct the dock and any required mitigation, provided that both
the City and Developer approve of the final dock design, budget, and all dock permit conditions.
Should the EPA or either party not approve the dock location and design the City and the
developer will work together to develop an alternative proposal to allow for access to Lake
Washington while meeting the requirements of the EPA. The Future Dock Proposal, design and
permitting shall be completed within the first five (5) years of the term if this agreement. The
Future Dock Proposal shall be constructed and completed for public access within this first ten
(10) years of the term of this agreement. All work related to the Future Dock Proposal shall be
permitted, constructed, and final inspection completed prior to final occupancy of the last
building in the Master Plan.
3.1.4 The Parties agree that the City shall have the right and the
Developer is required, following year five of the Initial Term of this Agreement as defined in
Section 4, to conduct an updated transportation analysis in compliance with SEPA (the "SEPA
Transportation Update"), which shall be subject to City review. In order to impose
requirements of the SEPA Transportation Update, the property owner shall be required to
provide written notice to the City, after the foregoing time trigger has occurred, that the SEPA
Transportation Update (the "Update Notice") will be performed. The Transportation Update
shall result in written findings and conclusions, and may result in a recommendation for
reasonable new future permit conditions and mitigations for the Project, if required based on
changed conditions and associated Project impacts. If the SEPA Transportation Update
identifies significant adverse transportation impacts of the Project that are not mitigated in the
original SEPA transportation analysis, then the City may impose additional mitigation to address
such unmitigated Project impacts.
3.1.5 Building SW4 shall be constructed at no more than 3 floors over parking,
building SW3 shall be constructed at no more than 4 floors over parking, and all other buildings
shall be constructed at no more than 5 floors over parking.
Quendall Terminals Development Agreement Page 5
3.2 Mitigation Plan. The Mitigation Plan consists of the mitigation document
issued on August 31, 2015 and any mitigation conditions added by the Hearing Examiner in the
Master Plan Decision. In addition the mitigation plan will include any new transportation permit
conditions and transportation mitigation requirements for the Project as a result of the
Transportation Update following year five. The Mitigation Plan also will include any new
transportation permit conditions and transportation mitigation requirements for the Project as
a result of the Transportation Update following year 10 of the Initial Term of this Agreement, if
a permit extension under Section 4 of this Agreement is requested and permitted.
3.3 Project Phasing. Development of the Project may be phased consistent
with the approved Master Plan and SEPA Mitigation Document and any subsequent land use
approvals such as site plan review, both during remediation and for purposes of Developer's
development program, including in response to market conditions. The City and the Developer
acknowledge that, generally, site remediation under EPA's oversight will occur before Project
development, provided, however, that during remediation the Developer may install certain
Project infrastructure components. The Parties further agree to allow phasing according to the
following phasing principles, provided, however, that the Parties may determine that a more
detailed Project Phasing Plan witl be prepared to govern Project Phasing:
3.3.1 A Project Phase may include one or more Project Lots.
Alternatively, a Project Phase may include one or more Project Buildings, as such Buildings are
defined and depicted in the Quendall Terminals Master Plan, LUA09-151.
3.3.2 Each Project Phase shall have all required infrastructure and
mitigation for the phase in place at the time of certificate of occupancy, or final inspection if the
phase or use does not require a certificate of occupancy, sufficient to provide pedestrian and
vehicular access, utilities and public facilities including parking areas for bicycles and vehicles,
site amenities identified for the phase and semi-private open space.
3.3.3 Development of Lots or Buildings abutting Street B may be
prioritized to be the first Project Phase(s) of development, provided, however, that the Parties
agree to consider alternative Project Phasing priorities if needed in response to sequenced
remediation.
3.4 Duration of Project Permits. Provided that Project permits are approved
by the Hearing Examiner, all City land use permits and approvals issued for the Project shall
enjoy a duration through the term of this Agreement, including any extensions under Section 4.
Quendall Terminals DevelopmentAgreement Page 6
4. TERM. The term of this Agreement shall begin on the Effective Date and
continue for ten years from the eartier of(i) the date of issuance of the EPA's Record of
Decision, or (ii) the Hearing Examiners Decision and/or any subsequent appeal decision dates
("Initial Term"). This Agreement shall remain in effect during its term unless and until Developer
(owning at least 51 percent of the Quendall Property by assessed value ((excluding any City-
owned land)) gives notice of termination. If 51 percent of the residential and commercial space
has been constructed and received a Certificate of Occupancy (CO) then the City may extend
this Agreement, following a second SEPA Transportation Update, upon Developer's request 30
days in advance of the sunset date, for one additional five-year period of time.
5. VESTING.
5.1 Project Elements, Development Standards and Implementing
Approvals. In accordance with the Development Agreement Statute, Developer is vested to the
Development Regulations in effect on the Vesting Date, which extends to City of Renton
ordnance number 5523.
5.2 Vesting Exceptions. During the term of this Agreement, the City shall not
impose on the Project any modified or new or additional Development Regulations, except any
federal or state statutes, rules, regulations, administrative interpretations or court decisions
that add regulatory requirements on the City that it must enforce that are not subject to a
"grandfather" or "safe harbor" clause that would delay the City's enforcement responsibility
beyond the life of this Agreement. Stormwater regulations are specifically exempt from vesting
to the extent mandated by the Phase II National Pollution Discharge Elimination System permit
applicable to the City of Renton.
5.3 City's Reserved Authority. In accordance with the Development
Agreement Statute, RCW 36.70B.170(4), the City reserves the authority to impose new or
different Development Regulations to the extent required by a serious threat to public health
and safety.
6. GENERAL PROVISIONS.
6.1 Authority; Severability. The City and Developer each represent and
warrant it has the respective power and authority, and is duly authorized to execute, deliver
and perform its obligations under this Agreement. The Parties intend this Agreement to be
interpreted to the full extent authorized by law as an exercise of the City's authority to enter
into such agreements, and this Agreement shall be construed to reserve to the City only that
police power authority which is prohibited by law from being subject to a mutual agreement
Quendall Termina/s DevelopmentAgreement Page 7
with consideration. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of Developer and the City. If any provision of this Agreement is
determined to be unenforceable or invalid by a court of law, then (i) this Agreement shall
thereafter be modified to implement the intent of the Parties to the maximum extent allowable
under law, (ii) the Parties agree to seek diligently to modify the Agreement consistent with the
court decision, and (iii) neither party shall undertake any actions inconsistent with the intent of
this Agreement until the modification to this Agreement has been completed.
6.2 Amendment; Minor Modifications. Any amendment to this Agreement
must be approved by the City and Developer so long as it owns any portion of the Quendall
Property or retains any responsibility for off-site mitigation, other obligations under this
Agreement, or obligations pursuant to any Record of Decision or any NRD settlement.
Notwithstanding the foregoing, upon request of Developer, a designated City officiat may
approve administrative minor modifications to the Development Standards, which
administrative modifications shall not be deemed amendments to this Agreement.
Administrative minor modifications mean those changes to the Development Standards that do
not materially increase impacts on transportation or utility systems or the environment, taking
into account agreed upon mitigation, and those modifications which do not materially reduce
buffers or open space. Any modifications of Development Standards shall require the written
consent of Developer and the City, including administrative minor modifications under this
section.
6.3 Recording; No Third Party Beneficiary. Pursuant to the Development
Agreement Statute, RCW 36.70B.190, this Agreement or a memorandum thereof shall be
recorded with the King County Recorder's Office. This Agreement is made and entered into for
the sole protection and benefit of the Parties, their successors and assigns. No other person
shall have any right of action based upon any provision of this Agreement.
6.4 Notices. All communications, notices and demands of any kind which a
party under this Agreement requires or desires to give to any other party shall be in writing and
either (i) delivered personally (including delivery by professional courier services), (ii) sent by
facsimile transmission with an additional copy mailed first class, or (iii) deposited in the U.S.
mail, certified mail postage prepaid, return receipt requested, to the addresses set forth with
each signature. Notice by hand delivery or facsimile shall be effective upon receipt. If
deposited in the mail, notice shall be deemed delivered 48 hours after deposited. Any party at
any time by notice to the other party may designate a different address or person to which such
notice or communication shall be given.
Quendall Terminals DevelopmentAgreement Page 8
If to the City of Renton:
Renton City Hall
Attn: Mayor
Attn: Development Services Director
1055 S. Grady Way
Renton, WA 98057
If to Quendall Terminals:
Quendall Terminals
Attn: Robert Cugini
P.O. Box 359
Renton, WA 98057
and to
J.H. Baxter& Co.
Attn: Georgia Baxter
P.O. Box 5902
San Mateo, CA 94402-0902
With a copy to:
Campbell Mathewson
CenturyPacific, LLLP
1201 Third Avenue, Suite 1680
Seattle, WA 98101-3029
Davis Wright Tremaine
Attn: Lynn Manolopolous
777 108th Avenue NE, Suite 2300
Bellevue, Washington 98004-5149
Cable Huston LLP
Attn: James E. Benedict
1001 SW Fifth Avenue
Suite 2000
Portland, Oregon 97204-1136
Quendall Termina/s Deve/opment Agreemeni Page 9
T. Ryan Durkan
Hillis, Clark, Martin & Peterson P.S.
999 Third Avenue, Suite 4600
Seattle, WA 98101
6.5 Applicable Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. Any action with respect to
this Agreement shall be brought in King County Superior Court, Washington.
6.6 Multiple Originals. This Agreement may be executed in two (2) or more
facsimile or .pdf counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
6.7 Headings; Recitals and Attachments. The headings in this Agreement
are inserted for reference only and shall not be construed to expand, limit or otherwise modify
the terms and conditions of this Agreement. The recitals to this Agreement and Exhibits A are
incorporated in this Agreement by this reference as if fully set forth.
6.8 Dispute Resolution.
6.8.1 If any dispute arises out of any aspect of this Agreement, the
Parties must first try in good faith to settle the dispute through mediation. This mediation must
commence within 60 days after any party to the Agreement notifies the other party requesting
mediation to resolve a dispute.
6.8.2 If the Parties are not abte to resolve their dispute through
mediation, they agree to submit the matter for resolution through binding arbitration. The
arbitrator shall be mutually chosen by both Parties. In no case may a mediator who has
mediated a claim serve as the arbitrator on the same claim. If the Parties cannot agree on an
arbitrator, either party or the Parties jointly may apply to the presiding judge of the King County
Superior Court to appoint an arbitrator. The arbitrator will consult with the Parties and
establish the rules and procedures for the arbitration that, in light of the nature of the matter
under dispute, will provide an efficient and fair means for each of the Parties to present its
case. Among other things, the arbitrator will establish a schedule for completing the arbitration
and issuing a decision. The decision of the arbitrator will be final and may be enforced by an
Quendall Termina/s DevelopmentAgreement Page 10
action brought in King County Superior Court. In such an action, the prevailing party is entitled
to recover all costs and expenses, including all legal fees, incurred in that action.
6.8.3 The Parties will bear the costs of retaining a mediator or an
arbitrator equally.
IN WITNESS WHEREOF, this Agreement has been entered into by
the City and Developer effective on the last date of signature below.
DATED this �� day of , 2017
Joint Venture known as QUENDALL TERMINALS
,
By:
Altino Properties, Inc.
Its:Authorized Representative
.
By:
Robert Cugini
Its: Vice President
Date: a�j �S' a►O I�"
CITY O R TON
B)/: *a!RlA������R EN r����/''',
Denis Law ,+„�,�,� `����������������,,,��U,� ,,,:
Mayor rv� ��• ,,
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ATTEST: '`'�,u�����������``�
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By:
Jas A. Seth
Cit Clerk
Quendall Terminals Deve/opmentAgreement Page 11
ACKNOWLEDGEMENTS
STATE OF �n�r�N��:�-ro �v )
) ss:
COUNTY OF Kl��G )
On this ��"'`' day of u� , 2016, before me, a Notary Public in and for the
State of WFg+i�sc�n�County of rc,�o- , personally appeared .�ors�-r cv�i� �, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who
executed this instrument, who has produced sufficient proof of his/her power and authority to
execute and sign the instrument in the name of and on behalf of QUENDALL TERMINALS, to be
the free and voluntary act and deed of said association for the uses and purposes mentioned in
the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
� � � �
NOTA PUBLIC in and for the state of
�.�n<,.N ���c: r���,
Notary (print): D �_� nn iKui,-� n �k
My appointment expires: c -�r - ��
Quendall Terminals DevelopmentAgreement Page 12
STATE OF lc�.s�\cr�c;�y� )
) ss:
COUNTY OF +r"��` )
��
On this � L`�day o __ , 2017, before me, a Notary Public in and for the
State of Washington, County of King, personally appeared Denis Law, Mayor, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person who executed
this instrument, who has produced sufficient proof of his power and authority to execute and
sign the instrument in the name of and on behalf of CITY OF RENTON, to be the free and
voluntary act and deed of said association for the uses and purposes mentioned in the
instrument.
IN WITNESS WHEREOF, I ha ereu�to set my hand and official seal the day and year
first above written. �.�`����\�� ������` ;� ;
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Quendall Terminals Deve/opmentAgreement Page 13
list of Exhibits:
Exhibit A—Legal Description of Property
Exhibit A-1-Map
Quendall Terminals Deve/opmentAgreement Page 14
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SECTION 29, DEEDED PER AFN (SE 80TH ST ) � CORNER
�� 20080619001179 � VAC N 44TH ST OF SEC. 29
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L_—�', I I ' ' PLAT OF BARBEE MILL o Q
\N A• e�t• _^� t.L�1 L,tVOL. 246, PGS. 25-39, U,�O ps 149'74, VAC N344T� sT
w � Y REC. N0. 20080208000182 .h�� � 32.50
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LEGAL DESCRIPTION EXHIBIT � BUSH, ROED & HITCHINGS, INC.
37 LAND SURVEYORS &CIVIL ENGINEERS
, � �, CENTURY PACIFIC, LLLP. �
/� � 2009 MINOR AVE. EAST (206) 323-4144
A BRN SEATTLE, Washington DATE 11/11/16
CITY OF RENTON, WASHINGTON g8102-3513 JOB NO ,2009050 03