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HomeMy WebLinkAboutAdden 1 CAG-15-220, Adden #1-18 FIRST ADDENDUM TO FACADE IMPROVEMENT AGREEMENT (CAG-15-220) THIS ADDENDUM, dated July 30, 2018, is by and between the City of Renton (the "City"), a Washington municipal corporation, and Cortona LLC, a Washington limited liability company ("Developer"). The City and Developer are referred to collectively in this Addendum as the "Parties." Once fully executed by the Parties,this Addendum is effective as of the last date signed by both parties. Whereas, the City provided funding to Developer through the City's Facade Improvement Loan Program (the "Program") under Façade Improvement Agreement, CAG-15-220, dated November 19, 2015 (referred to herein as the "Agreement"), to provide for the rehabilitation of the façade of a building located at 724 S. 3rd Street, Renton, Washington (the "Property"); and Whereas, the Parties wish to addend the Agreement to increase the scope of work, extend the time for performance, and increase the amount of the conditional loan in order to complete additional façade rehabilitation and improvements to facilitate the final lease-up of the building. NOW THEREFORE, It is mutually agreed upon that CAG-15-220 is addended as follows: IN CONSIDERATION OF DEVELOPER'S COMPLIANCE WITH THIS ADDENDUM, CITY AGREES TO PROVIDE TO DEVELOPER THE FOLLOWING FUNDING FOR REHABILITATION OF PROPERTY: A conditional loan not to exceed Seventy-Two Thousand Dollars ($72,000) to accomplish the work described in this Addendum (the "Addendum Project"). The Program funding will be provided in the form of a loan that will be forgiven following a five (5)-year period, beginning with the recordation of a deed of trust but subject to certain provisions within this Addendum, and provided that Developer is in compliance with the terms below, the Developer remains the owner of the Property, the Property and the façade continue to be maintained, and insurance and property taxes are paid and current. The source of loan funds is the City of Renton Community Development Block Grant ("CDBG") funds. DEVELOPER AGREES TO THE FOLLOWING TERMS AND CONDITIONS: 1. Section 1 (Use of Loan Funds) of the Agreement applies to this Addendum. 2. Budget. Developer agrees to adhere to the project budget for this Addendum, which is attached hereto as Exhibit A-1 and incorporated herein by reference in carrying out the rehabilitation project described in this Addendum. Any line-item changes in the budget require submission of a written budget amendment request to the City's Community & Economic Development department ("CED"). 3. Section 3 (Licensed Contractor Procurement) of the Agreement applies to this Addendum. 4. Project Timetable. Developer shall complete the Addendum Project within the timeframes established within the schedule listed below, unless the City approves an alternative schedule at the City's sole discretion: # Task Deadline Responsible Party(ies) 1 a. Funding approval provided a. August 2018 a. City by the City's Mayor. b. August 2018 b. City b. Funding commitment letter provided to Developer. 4 Execute Agreement. Following approval City, Developer of Agreement terms by Developer and City following negotiations, and approval of King County HCD following its review of Agreement draft. 5 Submit loan package No less than seven City (commitment letter and (7) business days executed Agreement with Loan before loan closing. Reimbursement Request Form format and signed Promissory Note and Deed of Trust)to King County HCD. 6 Close loan. No earlier than City, Developer seven (7) business days following submittal of loan closing package to King County HCD. 7 a. Complete quoting process Prior to start of a. Developer and select general construction. b. Developer contractor. b. Submit procurement action records to City. 8 Execute construction contract. Following selection Developer of general contractor. 9 Hold pre-construction meeting Following execution Developer (with to review project schedule and of construction contractor team), compliance with CDBG Program contract and prior City, King County Regulations (including federal to issuance of HCD labor standards). Notice to Proceed. 10 Issue Notice to Proceed. Following pre- City construction meeting and prior to beginning construction. 12 Begin building improvements Within 30 days Developer included within project budget following execution attached as Exhibit A. of Agreement by City and Developer. 13 Submit a completed Loan No more often than Developer Reimbursement Request Form every 30 days with all supporting (unless approved in documentation for: advance by CED), costs claimed in the request and within 45 days (purchase orders, subcontractor of start of invoices, receipts), evidence of construction. payment of costs by Developer, evidence of City inspections as related to the items included in the request, federally compliant certified weekly payrolls of construction activity, and supporting documents for the request period. 14 a. Complete review of Loan a. Within 15 days of a. City, King Reimbursement Request Form receipt of each County HCD (labor and supporting documentation, monthly submittal compliance only) including requesting any by Developer. b. City missing or corrected b. Within 30 days information needed to of receipt of each complete review and approve monthly submittal payment. from Developer. b. Remit reimbursement payment to Developer. 15 a. Complete construction. November 2018 a. Developer b. Record Deed of Trust. b. City 16 a. Review and accept labor December 2018 a. King County standards. HCD b. Release retainage. b. City 17 Complete and submit project December 2018 City funding report to King County HCD. 18 Close project. No later than City, King County December 2018 HCD 19 Submit annual reports on Once per year, Developer leasing and occupancy status to starting six (6) CED. months after start of construction and every one year anniversary of the first report thereafter for five (5) years. 5. Section 5 (Accomplishment of Work) of the Agreement applies to this Addendum. 6. Section 6 (Records) of the Agreement applies to this Addendum. 7. Security,Termination and Repayment. A. Security/Termination. This Addendum's conditional loan shall be evidenced by a Promissory Note executed by Borrower (Exhibit B-1), and secured by a Personal Guarantee (Exhibit C-1)and a Deed of Trust(Exhibit D-1)on the Property.The Deed of Trust shall be recorded in the Recorder's Office for King County, Washington when project construction is complete;the final reimbursement request is submitted and approved by the City and HCD; and the final loan amount has been determined based upon the approved loan expenditures. Developer agrees that City shall have the right to cancel or terminate the loan, and that the full amount of any monies included in the loan that has been paid out to the Developer by City shall be due and payable by the Developer to City on demand if: i. The rehabilitation construction is not carried out with reasonable diligence or is discontinued at any time for any reason other than a Force Majeure event, not within the control of either party, as described in Section 32(M) of the Agreement; ii. Developer makes material changes in the scope of work or enters into another contract or subcontract for work on the Property without the prior written approval of City; iii. All Developer's principals die, become legally incapacitated, or otherwise become legally unable to act before the completion of the construction; iv. Developer abandons the Property; fails to keep insurance and taxes current; fails to obtain permits; violates building code; or otherwise fails to maintain the façade; v. The sale, lease, or other transfer of any kind or nature of the Property before the completion of the construction without the prior written consent of City, excluding (a) creation of a purchase-money security interest for household appliances, or (b) a transfer by devise, descent, or operation of law upon the death of a joint tenant; vi. Developer defaults on any covenant; agreement; term; or condition of the Agreement, this Addendum, or any other agreement made between Developer and City; or vii. Developer transfers ownership of the Property or discontinues the approved use during the five (5)-year period after construction completion. However, Developer may request City approval to use the Property for another eligible purpose. Termination shall be accomplished by mailing by certified mail or by personally delivering written notice of termination to Developer at Developer's business address, or to any other address that Developer has made known to City either personally or by mail. Termination shall be effective on the date the notice is mailed or personally delivered to Developer's address, regardless of whether the notice is actually received by Developer. B. Repayment. Any payments are deferred to the end of loan term. No repayment will be required if all terms are met and a determination has been made regarding loan forgiveness (see next section). C. Loan Forgiveness. The loan amount will be forgiven at the end of the term, provided all Agreement requirements have been completed; the Developer is in good standing; and the property continues to be maintained in accordance with the Program and Agreement requirements, including (a) the Developer remains the owner of the building and property, (b) remains current on City and County property taxes and fees, (c) maintains insurance on the property in accordance with the terms of this Agreement, and (d) maintains the façade improvements funded through this Addendum and Developer's funds in good repair and free from any accumulation of debris,graffiti,or waste materials, and takes all other actions necessary to maintain and ensure the neat and clean appearance of the surrounding streetscape area. i. In addition to the terms provided above regarding the loan amount being forgiven at the end of the term, the Developer must also reach and maintain an acceptable level of ground level occupancy of the Property. Upon completion of the façade improvements funded through this Agreement and recordation of the Deed of Trust, Developer has one hundred eighty (180) days to install tenants within at least eighty percent (80%) of the building's ground level commercial space square footage, and within one (1) year to achieve one hundred percent (100%) occupancy of the building's ground level commercial space square footage. Should the ground level commercial space square footage not reach one hundred percent (100%) occupancy within this one (1)-year period or not maintain one hundred percent (100%) occupancy throughout the term of the Promissory Note, the Developer shall notify the City immediately. The City, at its sole discretion, may then grant Developer a ninety (90)-day grace period for Developer to show proof of active and aggressive efforts to obtain tenants for the property to achieve one hundred percent(100%)occupancy, including but not limited to,the engagement of a professional commercial brokerage firm. Proof of efforts to obtain tenants may also include invoices for advertising, copies of advertisement runs, and any other proof of active marketing of the Property. If the Developer has executed a lease(s)to reach one hundred percent (100%) occupancy of the ground floor commercial space square footage during this grace period, the City, at its sole discretion, may then grant Developer an additional ninety (90)-day grace period to ensure that the tenant(s) occupy the space to achieve one hundred percent (100%) occupancy. "Occupancy" refers to having an active business open to the public, or tenant in the case of mixed use properties. Use of the building for storage does not qualify as occupancy. After the initial one (1)-year period and expiration of any grace periods that have been granted by the City during the term of the Promissory Note, if the ground floor commercial space square footage is not one hundred percent (100%) occupied, or any of the other terms for loan forgiveness under this section have not been met, Developer will be notified that the loan shall become immediately due and payable. ii. Developer shall submit a request to the CED for each identified tenant for an acknowledgement that the tenant generally meets the intent of the Program Guidelines subsection entitled "Project Impact & Public Benefit" under "Application Evaluation". 8. Term. A. This Addendum shall be effective until Developer has well and truly performed all the terms and conditions of the Agreement, this Addendum, and any other agreement made between Developer and the City. B. All activities specified in Section 4 of this Addendum shall begin and be completed within the timeframes provided, unless the City approves any changes, at the City's sole discretion. C.The date of total forgiveness shall be five (5)years after the recordation of the Deed of Trust, estimated to be March 31, 2021, provided Developer has paid all other sums, with interest, advanced to protect the security of the Deed of Trust, and complied with all covenants and agreements. 9. Architectural Drawings and Specifications/Design Standards. The facade improvements associated with the Addendum Project shall be based upon the exterior improvement concepts attached as Exhibit E-1. A. As the Property is eligible for, and is being nominated for,the National Register, all work must comply with the Secretary of Interior's Standards for Rehabilitation of Historic Properties. In addition,the Developer is responsible for ensuring that all work complies with the applicable provisions of Renton Municipal Code Section 4-1-260 (Landmark Designation and Preservation). B. Section 4.B. (regarding contractor qualifications) of the Agreement applies to this Addendum. C. Section 4.C. (regarding anti-graffiti coating) of the Agreement applies to this Addendum. D. Section 4.D. (regarding sign review) of the Agreement applies to this Addendum. 10. Environmental Review. King County HCD received a letter from HUD dated August 14, 2015, indicating that the subject project has received satisfactory environmental clearance. Attached to the letter was an "Authority to Use Grant Funds" form authorizing a release of funds for the project. (Attached hereto as Exhibit F). Developer hereby agrees to the following mitigation measures, as required by HUD in Exhibit F: A. The Developer shall implement all of the following mitigation measures included in the King County Environmental Review Compendium, Project Number C14753-Cortona Building, Environmental Review Record, signed July 16, 2015, including: i. Archaeology: Project ground-disturbing activities shall be monitored by a professional archaeologist. Monitoring should be conducted under a monitoring plan that specifies the procedures to follow should any archaeological resources be discovered. ii. ii. An Unanticipated Discovery Plan for unknown archaeological and human remains shall be in effect during construction. In the event that archaeological or historic materials are discovered during project activities, work in the immediate vicinity shall stop, the area secured, and the King County Project Manager, State Department of Archaeology & Historic Preservation and concerned tribes notified, and any related issues shall be resolved before construction work continues. 11. Section 11 (Permitting) of the Agreement applies to this Addendum. 12. Section 12 (Financial Requirements) of the Agreement applies to this Addendum. 13. Section 13 (Fees and Closing Costs) of the Agreement applies to this Addendum. 14. Section 14 (Loan Closing) of the Agreement applies to this Addendum. 15. Section 15 (Disbursements) of the Agreement applies to this Addendum. 16. Section 16 (Default) of the Agreement applies to this Addendum. 17. Section 17 (Ethical Standards) of the Agreement applies to this Addendum. 18. Section 18 (Indemnification of City) of the Agreement applies to this Addendum. 19. Section 19 (Joint Agreement Provisions) of the Agreement applies to this Addendum. 20. Section 20 (Not-for-profit Corporations) of the Agreement applies to this Addendum. 21. Section 21 (Program Income) of the Agreement applies to this Addendum. 22. Section 22 (Hold Harmless And Indemnification) of the Agreement applies to this Addendum. 23. Section 23 (Insurance Requirements-General) of the Agreement applies to this Addendum. 24. Section 24 (Nondiscrimination and Equal Employment Opportunity) of the Agreement applies to this Addendum. 25. Section 25 (Subcontracts and Purchases) of the Agreement applies to this Addendum. 26. Section 26 (Nondiscrimination in Subcontracting Policies)of the Agreement applies to this Addendum. 27. Section 27 (No Conflict of Interest) of the Agreement applies to this Addendum. 28. Section 28 (Labor Standards) of the Agreement applies to this Addendum. 29. Section 29 (Employment Opportunities on Assisted Construction Projects) of the Agreement applies to this addendum. 30. Section 30 (Other General Requirements)of the Agreement applies to this Addendum. 31. Section 31 (Property Maintenance)of the Agreement applies to this Addendum. 32. Section 32(Miscellaneous Provisions)of the Agreement applies to this Addendum. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Addendum as of the date last signed by the Parties below. CITYAF RENTON DEVELOPER By. Q By. P.Ot �/��jy���..�.►zz�..�— Denis Law Ge rge Brethauer Mayor Owner City of Renton Cortona,LLC 1055 South Grady Way 10232 63'd Ave S Renton,Washington 98057 Seattle,WA 98178 6/0 Y Date Date Attest 7 Jason . ethr' Cs ;°' '°P01% City erk = _ �• * . SEAL Approved as to Legal Form 5 y 0A '�' oss' /�, stip`*, Shane Moloney Renton City Attorney EXHIBIT A-1 TO FIRST ADDENDUM TO FACADE IMPROVEMENT AGREEMENT (PROJECT BUDGET) SEE ATTACHED Exhibit A-1 Cortona Building 2018 Project Budget City Cortona Consultant Permits 1000 Financing Sitework Masonry Metals/Awning 9400 Thermal and Moisture Protection Doors and Windows 26000 Finishes Mechanical 64,400 Electrical 5000 General Requirements Signage 23000 Subtotal 64400 64400 Contingency on Subtotal (5%) 3220 3220 Contingent Subtotal 67620 67620 Profit and Overhead on Contingent Subtotal (15%) Contingent P&O Subtotal 10143 10143 Contingent P&O Subtotal 77763 77763 Sales Tax on Contingent P&O Subtotal (9.5%)Total Project Budget 7387.485 7387.485 Total Project Budget 85150.485 85150.485 Prevailing Wages The City is utilizing CDBG monies to fund façade improvements for this project. Federal prevailing wage rates are the minimum requirement whenver CDBG funds are used for construction. Projects receiving federal funds are required to follow federal Davis Bacon wage rate requirements. The Developer has certified that federal wage requirements are reflected in the project budget above. EXHIBIT B-1 TO FIRST ADDENDUM TO FACADE IMPROVEMENT AGREEMENT (PROMISSORY NOTE) SEE ATTACHED PROMISSORY NOTE $ 55,000 Date Renton,WA City, State FOR VALUE RECEIVED, Cortona, LLC, 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 Fifty-Five Thousand Dollars ($55,000), with interest on the unpaid principal at the rate of zero percent (0%) per annum as follows: 1. INSTALLMENT PAYMENTS: During the term of this Note, Maker shall make no payments of principal or interest provided, however, that if Maker shall be found in default of any of the terms or conditions of this Note, then the full balance shall become immediately due and payable. Payment of the principal amount of this Note will be forgiven five years following the recorded date of the Deed of Trust attached as Exhibit A hereto as long as (a) the Maker remains the owner of the building and property that is financed in full or in part by this Note and secured by a Deed of Trust and a Personal Guarantee, (b) remains current on City and County property taxes and fees, (c) maintains insurance on the property in accordance with the terms of the Facade Improvement Agreement, and (d) maintains the facade improvement funded through this loan and Maker's funds in good repair and free from any accumulation of debris, graffiti, or waste materials, and takes all other actions necessary to maintain and ensure the neat and clean appearance of the surrounding streetscape area. "Owner" means that the Maker owns the property in fee simple and does not enter into a lease purchase, land sales contract, or other similar property agreement. 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 March 31, 2021, subject to the terms of the First Addendum to Façade Improvement Agreement (CAG-15-220). 3. ALLOCATION OF PAYMENTS: Each payment shall be credited first to any late charge due, second to interest, and the remainder to principal. 4. PREPAYMENT: Maker may prepay all or part of the balance owed under this Note at any time without penalty. 5. USE FOR FACADE IMPROVEMENT ONLY:This Note evidences a loan by the Holder to the Maker for the exclusive purpose of façade improvements to real estate located at 724 South NOTE—Page 1 Third Street, Renton, Washington (tax parcel ID # 7231502210) (hereafter referred to as the "Property"), as described in the First Addendum to Façade Improvement Agreement (CAG-15- 220) between the Maker and the Holder, dated , 20 . Maker agrees to comply with all provisions of the First Addendum to Façade Improvement Agreement in carrying out the rehabilitation work. Proceeds of the loan not required for the rehabilitation shall be applied against the principal balance of the Note. 6. INTEREST IN EVENT OF DEFAULT: Upon default of any of the terms and conditions of this Note,this Note will accrue interest at a rate of four percent(4%) per annum until the principal amount of this Note is paid. 7. LOAN FORGIVENESS: In addition to the terms provided under Section 1 above regarding the principal amount of this Note being forgiven five (5) years following the recorded date of the Deed of Trust,the Maker must also reach and maintain an acceptable level of ground level occupancy of the Property. Upon completion of the façade improvements funded through the Façade Improvement Agreement and recordation of the Deed of Trust, Maker has one hundred eighty (180) days to install tenants within at least eighty percent (80%) of the building's ground level commercial space square footage, and within one (1)year to achieve at one hundred percent (100%) occupancy of the building's ground level commercial space square footage. Should the ground level commercial space square footage not reach one hundred percent (100%) occupancy within this one (1)-year period or not maintain one hundred percent (100%) occupancy throughout the term of the Note, the Maker shall notify the Holder immediately. Holder, at its sole discretion, may then grant Maker a ninety (90)-day grace period for Maker to show proof of active and aggressive efforts to obtain tenants for the property to achieve one hundred percent (100%) occupancy, including but not limited to,the engagement of a professional commercial brokerage firm. Proof of efforts to obtain tenants may also include invoices for advertising, copies of advertisement runs, and any other proof of active marketing of the Property. If the Maker has executed a lease(s) to reach one hundred percent (100%) occupancy of the ground floor commercial space square footage during this grace period, Holder, at its sole discretion, may then grant Maker an additional ninety (90)-day grace period to ensure that the tenant(s) occupy the space to achieve one hundred percent (100%) occupancy. "Occupancy" refers to having an active business open to the public,or tenant in the case of mixed use properties. Use of the building for storage does not qualify as occupancy. After the initial one (1)-year period and expiration of any grace periods that have been granted by the Holder during the term of the Note, if the ground floor commercial space square footage is not one hundred percent (100%) occupied, or any of the other terms for loan forgiveness under Section 1 have not been met, Maker will be notified that the loan shall become immediately due and payable. NOTE—Page 2 8. HOLDER'S RIGHTS IN EVENT OF DEFAULT:At the Holder's option, breach or default in any of the above-described conditions in this Note or in the Deed of Trust shall cause this Note to become due and payable without notice, and the principal will not be forgiven from and after the date of the breach or default. Failure to exercise this option shall not constitute a waiver of the right to exercise this option in the event of any subsequent default. 9. CURRENCY: All principal and interest payments shall be made in lawful money of the United States. 10. DUE ON SALE: If this Note is secured by a Deed of Trust or any other instrument securing repayment of this Note,the property described in such security instruments 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. 11.ACCELERATION: If Maker fails to abide by the terms of the Facade Improvement Agreement, 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. 12.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. 13. WAIVER OF PRESENTMENTS: Maker waives presentment for payment, notice of dishonor, protest and notice of protest. 14. NON-WAIVER: No failure or delay by Holder in exercising Holder's rights under this Note shall be a waiver of such rights. 15. 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. NOTE—Page 3 16. 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 by Maker and Holder. 17. 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. 18. 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. 19. COMMERCIAL PROPERTY: Maker represents and warrants to Holder that the sums represented by this Note are being used for business, investment or commercial purposes, and not for personal, family or household purposes. 20.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. 21. DEFINITIONS: The word Maker shall be construed interchangeably with the words Maker 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. 22.ADDITIONAL TERMS AND CONDITIONS: (check one) a. ( ) NONE OR b. (✓)As set forth on the First Addendum to Façade Improvement Agreement, attached hereto as "Exhibit B" which is incorporated by this reference. (Note: If neither a or b is checked, then option "a" applies) 23.THIS NOTE IS SECURED BY (✓) DEED OF TRUST, ( ) MORTGAGE, ( ) OF EVEN DATE. NOTE—Page 4 Maker (signatures) George Brethauer Monica Brethauer Member, Cortona LLC Member, Cortona LLC Maker's address for all notices given by Holder under this Note: 10232 63rd Avenue South Seattle, WA 98178 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. NOTE—Page 5 EXHIBIT C-1 TO FIRST ADDENDUM TO FACADE IMPROVEMENT AGREEMENT (PERSONAL GUARANTEE) SEE ATTACHED PERSONAL GUARANTEE THIS GUARANTEE dated this day of , 20 , From: George Brethauer and Monica Brethauer(The Guarantor) To: City of Renton of 1055 South Grady Way, Renton, WA 98057 (The Lender) Re: Cortona LLC of 10232 63rd Ave South, Seattle, WA 98178 (The Debtor) IN CONSIDERATION OF the Lender extending a loan of fifty-five thousand dollars ($55,000)to the Debtor plus other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor personally guarantees the prompt, full and complete performance of any and all present and future duties, obligations and indebtedness (the "Debt") due to the Lender by the Debtor, up to a limit of $55,000, under the terms of the Promissory Note dated signed by Debtor (the "Agreement") and under the following terms and conditions: 1. The Guarantor guarantees that Debtor will promptly pay the full amount of principal and interest of the Debt as and when the same will, in any manner, be or become due, either according to the terms and conditions provided by the Agreement or upon acceleration of the payment under the Agreement by reason of a default; 2. The Guarantor agrees not to pledge, hypothecate, mortgage, sell or otherwise transfer all or substantially all of Guarantor's assets without the prior written consent of the Lender; 3. To the extent permitted by law, the Guarantor waives all defenses, counterclaims or offsets that are legally available to the Guarantor with respect to the payment of the Debt of Debtor; and 4. If Guarantor is married, Guarantor hereby expressly agrees that Guarantor is acting on behalf of Guarantor's marital community, that this Guarantee benefits or is expected to benefit the community, and that recourse may be had against both Guarantor's separate property and community property. This Personal Guarantee shall be construed exclusively in accordance with, and governed by, the laws of the State of Washington.Any dispute arising hereunder may only be brought within the King County Superior Court, State of Washington.This Personal Guarantee embodies the entire promise of Guarantor to personally guarantee Debtor's Debt and supersedes all prior agreements and understandings relating to the subject matter here, whether oral or in writing. This Personal Guarantee may not be assigned or transferred without a written document, signed by the Guarantor, Debtor, and Lender, permitting such assignment or transfer. Dated this day of , 20 . George Brethauer—Guarantor Monica Brethauer—Guarantor EXHIBIT D-1 TO FIRST ADDENDUM TO FACADE IMPROVEMENT AGREEMENT (DEED OF TRUST) SEE ATTACHED 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: 7231502210 Reference Number(s) of Documents assigned or released: N/A Grantor(s): Grantee(s): 1. Cortona LLC, a Washington Limited 1. City of Renton, a Washington Municipal Liability Company Corporation LEGAL DESCRIPTION: (Abbreviated or full legal must go here. Additional legal on Exhibit A) Ptn. Lots 11 & 12, BIk 25 Town of Renton Vol 1 Pg 135 DEED OF TRUST THIS DEED OF TRUST, made this day of , between Cortona LLC, a Washington corporation/limited liability company, having its office at 10232 63rd Avenue South,Seattle, WA 98178 ("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, Renton, Washington 98057 ("Beneficiary"). WITNESSETH: Grantor hereby bargains, sells, and conveys to Trustee in trust, with power of sale, the following described real property in King County, Washington: See Exhibit A, attached hereto and incorporated herein by this reference. King County Parcel Number(s): 7231502210, which real property is not used principally for agricultural or farming purposes, together with all the tenements, hereditaments, and DEED OF TRUST-Page 1 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 Fifty-Five Thousand Dollars ($55,000) 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, together with interest thereon at such rate as shall be agreed upon, and the performance of the covenants and agreements of the Grantor, which follow. The Promissory Note is described as follows: One Promissory Note, describing a Deferred Payment Loan in the principal amount of Fifty- Five Thousand Dollars ($55,000). Upon default of any of the terms and conditions of the Note, interest will accrue at the rate of four percent (4%) per annum and the principal balance will become due and payable. DUE DATE: The date of total forgiveness shall be five years after the recordation of this Deed of Trust, estimated to be March 31, 2021, provided Grantor has paid all other sums, with interest, advanced to protect the security of this Deed of Trust, and complied with all covenants and agreements. A. 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 accumulation of debris, graffiti, or waste thereof;to take all actions necessary to maintain and ensure the neat and clean appearance of the surrounding streetscape area; 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 DEED OF TRUST-Page 2 �rrrr.m.rrr.... shall determine. Such application by the Beneficiary shall not 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 purchaser at the foreclosure sale. 4. To defend any action or proceeding purporting to affect the security hereof or the rights 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 Trust. 7. This Deed of Trust and Promissory Note were executed and delivered to secure monies advanced to the Grantor by the Beneficiary as or on account of a loan evidenced by the Promissory Note, for the purpose of rehabilitating the property. 8. 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. 9. 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. DEED OF TRUST-Page 3 B. 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, at the Grantor's sole expense, 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 of Trust 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 had or had the power to convey at the time of the execution of this Deed of Trust, and such as Grantor 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. 6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the State 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 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 DEED OF TRUST-Page 4 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 hereby, whether or not named as Beneficiary herein. 9. ADDITIONAL TERMS AND CONDITIONS: (check one) a. ( ) None b. (✓) As set forth on the First Addendum to Facade Improvement Agreement, attached hereto as Exhibit B, which is incorporated by this reference. (Note: If neither "a" nor "b" is checked, then option "a" applies.) Grantor—Cortona LLC By By George Brethauer Monica Brethauer Member, Cortona LLC Member, Cortona LLC DEED OF TRUST-Page 5 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: GEORGE BRETHAUER to me known to be the of , and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company/corporation, for the uses and purposes therein mentioned, and each on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. Notary Public in and for the State of Notary (Print) My appointment expires: Dated: 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: MONICA BRETHAUER to me known to be the of , and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company/corporation, for the uses and purposes therein mentioned, and each on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. Notary Public in and for the State of Notary (Print) My appointment expires: Dated: DEED OF TRUST-Page 6 REQUEST FOR FULL RECONVEYANCE- Do not record. To be used only when note has been paid. TO: 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 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. Dated: DEED OF TRUST-Page 7 4 EXHIBIT A TO DEED OF TRUST LEGAL DESCRIPTION Real property in the County of King, State of Washington, described as follows: LOTS 11 AND 12, BLOCK 25,TOWN OF RENTON,ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 1 OF PLATS, PAGE 135, RECORDS OF KING COUNTY, WASHINGTON; EXCEPT THE WEST 5 FEET THEREOF CONVEYED TO THE TOWN OF RENTON FOR ALLEY, BY DEED RECORDED UNDER RECORDING NUMBER 4332679. EXHIBIT E-1 TO FIRST ADDENDUM TO FACADE IMPROVEMENT AGREEMENT (FACADE IMPROVEMENT PLANS) SEE ATTACHED *1010•1011.1.1....111Er' Dave Brethauer Cortona LLC 10232 63rd Avenue South Seattle, WA 98178 City of Renton Attn: Cliff Long Renton City Hall 1055 South Grady Way Renton, WA 98057-3232 June 21, 2018 Dear Mr. Long I am writing to you to ask for an amendment to my original Façade Improvement Agreement between my company, Cortona, LLC, and the City of Renton. I have decided to do additional work to the building to accommodate a new tenant, which will create a change of use at the property, and will then require the installation of a sprinkler system. This tenant will complete my requirement to have the first full fully leased and I have now leased out space to four separate businesses on the first floor of my property. Currently, we have leased to Urban Sprouts, Ascendance Dance Studio, The Pencil Test and Boob Boona Coffee Roaster and Bakery. This fall, we will complete the upper floor renovation and operate Mindshare—a co-workspace offering flexible office space to entrepreneurs and tech industry professionals. The tenants that I have selected for the building have been specifically vetted to be of benefit to the improvement and enrichment of a pedestrian-oriented environment that the façade improvement loan program was created to accomplish. I am amending my original agreement for a few reasons. First, the original project budget ran out and I was unable to complete tenant signage and window replacement. This was due to the nature of the approval process from the National Park Service during construction. Specifically, our plans for a canopy and new door entries took 60 days to be reviewed, at which time they were rejected. The reason for rejection was minor (canopies were a little too big), but the evaluation at the National Park Service is subject to the opinion of a single reviewer, so we quickly amended our plans and resubmitted. This took another 60 days to get an answer and in the meantime our first GC quit. We had to complete another round of public bidding for a new GC, to comply with the required bidding process—and the new contractor cost more to complete the balance of the work. The National Park Service also held up the window approval process and it ended up taking several revisions through the architect to find a window that they would approve of. In the end, the window that they finally chose had a 30 week turnaround for manufacturing and ended up being discontinued during the wait, leading to another revision with the National Park Service. Increased costs from the new General Contractor, extra architectural fees and change of scope fees to comply with the National Park Service revisions amounted to an extra $70,000 worth of expenses. Second, unfortunately the infrastructure needed to provide water to the sprinkler system is not located on my block. It will be necessary to trench across Williams street to reach the water source and bring the new water line into the building. The cost to make this happen is approximately$55,000 and I am asking that the cost of trenching be assigned matching funds from the City to finish improvement on the facade of my building. In order to ensure that all tenants occupy the building, I need to complete the trenching work to connect to the sprinkler system which will be mandated by code because of the new tenants in the building. The matching funds will be used specifically as follows: • New tenant signage on the canopy for corner Suite C and blade signage for Suite A • Replacement windows for the second story of the building, using the specific model of window required by the National Park Service • Café partition system for an outdoor eating area underneath the canopy for corner Ste C A rough schedule of work is as follows: September 2018— Connect fire line to interior fire sprinkler plumbing Purchase of café partition October 2018— Installation of new tenant signage November 2018— Installation of second story replacement windows I have worked diligently to select tenants that I believe will add economic value and energy to the downtown area and I appreciate the city's help and cooperation to help me turn my building into an active contributor to the downtown's revitalization. My investment in the building, along with the City's through the original loan, can only be protected and fully realized if I can complete the project through the proposed work and new tenants opening up in the building. For this amendment, I will conform to all of the original requirements in my original loan agreement. Thank you for your consideration. Dave Brethauer Cortona, LLC 'rbr^"-%*,••),„r","^,^z°,,''',,r'..',„,.a ,,,,,,,,,,,-5,,1;,,,,,,,,,,,,, .,,,,,,,,, ;„;„,,,,,,,,,..'Iwo,,,,Y51,4171,:'vox 4,P,,',,,,,;,41,4;,, • q4,,,1°,',°i'!:'V,„°,'' °, ,,'"`°° " 4,, ,..., , , 2';'43,i5''''dAlte0.41t:f g"ef;- 4,44)•k%.114;?/41,e''''.,I"'44V442'':2<'::4'1,,,,,,,,,-',..°'';.'",',.„.„, , , _ , ,,,:i,:',,,cw,,,,:1,4,°'°,`1 V7,4„, ,,,.,,,,,,,,,,,,, - - . , . , ,.._ ----- Café Partition—Painted metal barriers, movable during the off season, bolted to the façade . .1. „ _ \„ _ A Mo Itiiiiiiii• 4k '-' , 3 I i, N•i 1• , . 11P., !to '', Ilikiclif*IlY *,,,, . A i ilia,ill to. 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