HomeMy WebLinkAboutContract CAG-18-263
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT BETWEEN THE
CITY OF RENTON AND SOUTHPORT WEST LLC
The Park Avenue North Extension and Private Road Agreement("Road Agreement") is made as of
�2,.2018, (the "Effective Date"), between the City of Renton, a Washington municipal corporation
(thereinafter"Renton") and Southport West LLC, a Washington limited liability company. Renton and
Southport West LLC are at times collectively referred to as "the Parties." Hotel at Southport LLC and
Office at Southport LLC are also executing this Road Agreement,for the purposes of acknowledging,
consenting to and ratifying the terms of this Road Agreement.
The Parties mutually agree as follow:
1. Recitals.
1.1 Renton is a municipal corporation of the State of Washington, organized under the Optional
Municipal Code,Title 35A RCW, located in King County, Washington.
1.2 Beginning in the late 1990s, Michael Christ and Southport LLC, a related entity to Southport
West LLC, began developing the real property commonly referred to as the "Southport
Property" located in the City of Renton, King County, State of Washington, on or near the
shoreline of Lake Washington.
1.3 By Ordinance 4804, Renton designated the Southport Property as a Planned Action Site.
Thereafter, Renton approved Level 1 Site Plans for the first(residential), second (office) and
third (hotel) phases of the proposed Southport development.
1.4 Renton and Southport, LLC entered into a Mitigation Agreement dated October 12, 2001
regarding transportation improvements required to support the Southport development ("2001
Mitigation Agreement"). Exhibit A to the 2001 Mitigation Agreement identified the eight
transportation improvements(the "Eight Transportation Improvements") required of Southport,
LLC to mitigate the transportation impacts anticipated to be generated by the proposed
Southport development. The 2001 Mitigation Agreement also acknowledged that although
Southport had committed to constructing the Eight Transportation Improvements, such
transportation improvements, in addition to primarily benefitting Southport development,
would have the additional benefit of mitigating some traffic and growth unrelated to the
Southport development. As a result,the City agreed that certain amounts paid or contributed
by Southport toward construction of these improvements would serve as an offset/credit
against future transportation impact fees otherwise owed for development of the Southport
Property.
1.5 Since then Southport, lLC has re-organized into four independent entities, one for each of the
lots within the Southport Property. Current ownership of the four Southport lots is as follows:
Lot 1: Hotel at Southport LLC.
Lot 2: The Bristol at Southport, LLC.
Lot 3: Building C at Southport, LLC and JSL and LLC,as tenants-in-common.
Lot 4:Office at Southport LLC.
1.6 On December 21, 2015, Renton, Hotel at Southport LLC and Office at Southport LLC entered into
an agreement entitled "Transportation Credit Agreement Between the City of Renton,The Hotel
at Southport, LLC and The Office at Southport, LLC", CAG-15-238 ("2015 Transportation Credit
Agreement"). This agreement memorialized the understanding of Renton, the Hotel at
Southport LLC and the Office at Southport LLC regarding the credit against transportation impact
fees to be provided to the Hotel at Southport LLC and the Office and Southport, LLC by Renton in
exchange for completion of the Eight Transportation Improvements. A copy of the 2015
Transportation Credit Agreement is attached hereto as Exhibit 1. The 2015 Transportation
Credit Agreement includes the 2001 Mitigation Agreement referred to in Recital 1.4.
1.7 Exhibit 4 of the 2015 Transportation Credit Agreement displays a preliminary itemization of the
project improvement costs and trip credits associated with the development of the Southport
Property. Exhibit 4 shows a then-current balance on the Mitigation Fee Trip Credit Account (the
"Account") of$815,585.07. This means that, as of the date of Exhibit 4, in their work on the
Eight Transportation Improvements the developers of the Southport Property had spent
$815,585.07 in excess of their transportation mitigation fees in building transportation
improvements that benefit Renton and the general public. This number is based upon an
estimated cost($1,100,000)to construct the Lake Washington Blvd.frontage improvement
elements of the Eight Transportation Improvements (Item No. 6 on Exhibit A to the 2001
Mitigation Agreement), but will likely increase upon completion of all Eight Transportation
Improvements and credit for all costs associated therewith.
1.8 The Parties have agreed that it is to their mutual benefit to construct a second access road into
the Southport Property. This second access road is different and in addition to the previous
Eight Transportation Improvements associated with the Southport Property. This second access
road will benefit Renton by reducing the amount of traffic that will access the property from the
Coulon Park/Southport access road, the Southport Property's current sole point of access, and
thereby providing capacity relief to Lake Washington Blvd. and the traffic signal at the
intersection of Lake Washington Blvd. and the Coulon Park/Southport Access Road. It will
reduce the volume of traffic that will otherwise use Coulon Park as a bypass route. It will
provide an alternative route to members of the public traveling to and from Southport and
Coulon Park. The second access road will benefit the Southport West LLC by providing two
points of access to their facilities and thereby preventing backups and gridlock for entering and
exiting motorists.
1.9 The Parties intend that the second access road will consist of an extension of Park Avenue North
from Logan Avenue North/Southport Way northward to the north side of the Burlington
Northern Santa Fe Railroad Company's ("BNSF's") right-of-way("Public Portion of the Road").
The Parties further intend that at that point the roadway will be extended further north as a
private road to be offered for public access,connecting with the road being built as part of the
Southport Property approved site plan ("Private Portion of the Road"). This Road Agreement is
intended to memorialize the understanding of Renton and Southport West LLC with regard to
their respective responsibilities toward the financing, design, property acquisition, installation,
ownership and operation of this second access road.
1.10 The Public Portion of the Road appears in Renton's 2019-2024 Transportation Improvement
Program (the "TIP") as project no. 20, the Park Avenue North Extension. The TIP estimates the
total project cost for the Public Portion of the Road at$7.5 million, itemized as follows:
PARK AVENUE NORTH EXTEN510N AND PRIVATE ROAD AGREEMENT -2 -
Preliminary Engineering $1,000,000
R-O-W (includes Admin) $1,500,000
Construction $4,000,000
Construction Services $1,000,000
TOTAL $7,500,000
The Parties acknowledge and agree that a material condition of Renton entering into this Road
Agreement is that Renton not incur any financial obligation for any cost overrun of the Public
Portion of the Road beyond the TIP estimate of$7.5 million.
1.11 The Parties agree that the cost of the Public Portion of the Road should be shared by Renton and
Southport West LLC because of the needs each has for the Public Portion of the Road and the
benefits each will receive from the Public Portion of the Road. Rather than require the Hotel at
Southport LLC and the Office at Southport LLC to pay over new money to Renton for their share
of the cost of the Public Portion of the Road, the Parties agree that Southport West LLC will
instead pay their share by applying their Account balance toward the cost of the Public Portion
of the Road, as further set forth in this Road Agreement.
1.12 This Road Agreement amends the prior 2015 Transportation Credit Agreement and specifies the
manner and terms under which Renton and Southport West LLC will build the Public Portion of
the Road and the Private Portion of the Road. Except as amended in this Road Agreement,the
terms of the 2015 Transportation Credit Agreement will remain in full force and effect, and
Southport West LLC assumes the obligation of Hotel at Southport LLC and of Office at Southport
LLC under that agreement.
1.13 This Road Agreement is made pursuant to Chapter 35.72 RCW(Cities and Towns—Contracts for
Street, Road and Highway Projects). This Road Agreement is made upon the basis of the
foregoing provisions, and in consideration for the mutual promises and covenants agreed to in
this Road Agreement and the 2015 Transportation Credit Agreement and the mutual benefits to
be derived by the Parties.
2. Provisions Regarding Street Infrastructure
2.1 Recitals. The recitals set forth above are fully and completely incorporated by reference into
and made part of this Road Agreement.
2.2 Public Portion of the Road: Renton's Resqonsibilities.
2.2.1 Renton shall be responsible for planning, designing, acquiring needed right-of-way,
obtaining permits, obtaining agreements with BNSF and constructing the Public Portion of the
Road. Renton shall be responsible for the costs of planning, designing, acquiring needed right-
of-way,obtaining permits, obtaining agreements with BNSF, constructing, and all other costs
associated with the Public Portion of the Road with the exception of the funding contribution to
be made by Southport West LLC as stated in provision 2.3 of this Road Agreement.
2.2.2 Notwithstanding any other term in this Road Agreement, Renton's obligations to
participate in the funding of the Public Portion of the Road cease if and at the time that the total
project cost of the Public Portion of the Road exceeds$7.5 million.
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -3 -
2.2.3 Because Southport West LLC is responsibie hereunder for a certain portion of the costs
of the Public Portion of the Road,the City shall provide for the review and comment by
Southport West LLC in key decisions on the Public Portion of the Road, as follows:
2.2.3.1 The City shall provide Southport West LLC copies of the following when
available, and in alt cases prior to approval by the City (each, a "Submittal"):
a. The 30%, 60%and 90%construction plans for the Public Portion of the
Road;
b. Draft Request for Proposals (RFP)for construction of the Public Portion
of the Road;
c. Complete bid sets from all contractors responding to the RFP; and
d. Draft construction contract for the Public Portion of the Road with the
selected bidder.
2.2.3.2 All Submittals shall be generally consistent with the Plans (as defined in Section
2.2.4 below). Southport West LLC shall be entitled to review each Submittal and shall provide its
comments in writing on the Submittal within twenty(20)days of receipt of the respective
Submittal. The City shall in good faith incorporate the comments provided by Southport West
LLC, unless to do so would materially increase the cost or scope of the project,the liability of the
parties or be inconsistent with applicable laws and regulations, or diminish, in the City's opinion,
the quality or function of the project design. At least five (5) days prior to approval of any
Submittal, the City shall provide Southport West LLC written notice of its response to Southport
West LLC's comments on the Submittal, including whether the City intends to implement each
of the comments and the date of intended City approval of the Submittal (the "Approval Date").
If Southport West LLC believes in good faith that any Submittal will materially increase the cost
of the Public Portion of the Road for which Southport West LLC is responsible hereunder,
Southport West LLC may give notice to the City prior to the Approval Date that it disapproves
the Submittal, which notice shall include specific reasons for the anticipated material cost
increase. In that event, the City shall meet with Southport West LLC in an effort to agree to
modifications to the Submittal to achieve cost reductions without compromising the function of
the project improvements, prior to approving the Submittal. The final decision on whether to
incorporate Southport West LLC's proposed modifications into the Submittal shall reside with
the City. ,
2.2.4 Renton shall supply Southport West LLC with its project schedule for the Public Portion
of the Road and all future updates as they become available. Renton shall begin and complete
construction of the Public Portion of the Road as soon as practicable. Renton will open the
Public Portion of the Road upon substantial completion as defined in WSDOT Standard
Specifications and following completion of the Private Portion of the Road. The Public Portion of
the Road shall be constructed in general conformity with the plans for the Park Avenue N.
Extension (Revised 10%Submittal, Updated), dated 4/18/18, prepared by Perteet Engineers (the
"Plans").
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -4-
2.3 Public Portion of the Road: Southport West LLC Responsibilities and Waiver and Release:
2.3.1 Southport West LLC shall pay its share of the cost of the Public Portion of the Road as
set forth in this Section 2.3.1.
2.3.1.1 Southport West LLC shail contribute 50%(fifty percent) of the actual cost for
the Public Portion of the Road, including preliminary engineering, right-of-way acquisition,
construction, and construction services costs, subject to the limitations herein. Southport West
lLC's contribution shall be made by transfer from the Account to Renton, on a quarterly basis, in
an amount equal to 50%of the City's actual costs for the Public Portion of the Road for the prior
quarter, as set forth in an itemized statement sent by Renton to Southport West LLC, up to the
balance available in the Account.
2.3.1.2 Southport West LlC's contributions set forth in Section 2.3.1.1 shall continue
until the Account balance has reached $0.00 (zero dollars). Following that,the City will be
responsible for 100% (one hundred percent) of the actual cost of the Public Portion of the Road,
up to a total project cost of$7.5 million.
2.3.1.3 If and at the time that the total project cost of the Public Portion of the Road
exceeds$7.5 million, Southport West LLC shall become 100% responsible for the costs of
completing the Public Portion of the Road in excess of$7.5 million. Southport West LLC shall pay
for completion costs in excess of$7.5 million by paying to Renton, on a quarterly basis,the
City's costs on the Public Portion of the Road for the prior quarter, within 30(thirty) days of
receipt of an itemized statement sent by Renton to Southport West LLC.
2.3.1.4 Notwithstanding the provisions of Section 2.3.1.3, Renton shall provide
Southport West LLC with a copy of the lowest responsive construction bid for the Public Portion
of the Road at least 7 days prior to awarding such contract to the lowest bidder. If Southport
West LLC reasonably determines that the amount of such low bid is likely to cause the total cost
of the Public Portion of the Road to exceed $10 million, Southport West LLC may request in
writing that the construction contract not be awarded. Such request must be made before the
City Council awards the project to the lowest bidder. Within 7 days of Southport West LLC's
request, Renton and Southport West LLC shall meet to determine next steps. Options for
resolution include, but are not limited to, rejecting all bids and altering the design of the Public
Portion of the Road to reduce the cost and then putting the project out to bid again; or mutually
agreeing on how to cover the additional funding need. Should 30 days elapse with Renton and
Southport West LLC not coming to mutual agreement upon a resolution, either Party may
provide notice of its intent to terminate further obligations of the Parties to construct the Public
Portion of the Road and the Private Portion of the Road. If the Parties do not reach a mutual
agreement for continuing the construction within 10 days of such notice, both Parties'
obligations for completion of the Public Portion of the Road and the Private Portion of the Road
shall immediately terminate.
2.3.2 Upon the Effective Date,Southport West LLC, Hotel at Southport LLC and Office at
Southport LLC and their respective heirs, successors and assigns, each forever and irrevocably
waive and release any and all rights or claims to the Account or to other compensation or
consideration from Renton with regard to the subject matter of the 2015 Transportation Credit
Agreement existing as of the current date,except rights to the Account arising under the terms
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -5-
of this Road Agreement or to the extent that a claim arises from Renton's breach of this Road
Agreement.
2.4 Private Portion of the Road: Southport West LLC Responsibilities: Southport West LLC shall be
responsible for planning, designing, acquiring needed property, obtaining required permits,
obtaining needed agreements with Puget Sound Energy (PSE) and other parties, and
constructing the Private Portion of the Road. The Private Portion of the Road shall extend from
the termination of the Public Portion of the Road at the BNSF right-of-way north boundary to
the private access road on the Southport Property. The Private Portion of the Road shall consist
of a minimum of two lanes,one lane in each direction, and shall be provided with curbs and
gutters, street lights, a sidewalk and a drainage system (the "Appurtenances"). The Private
Portion of the Road and the Appurtenances shali be designed and constructed in compliance
with City of Renton development standards. Southport West LLC and its heirs, successors and
assigns shall be responsible for funding the needed property acquisition, and the design and
construction of the Private Portion of the Road. Southport West LLC and its heirs, successors
and assigns, shall be responsible in perpetuity for the maintenance and repair of the Private
Portion of the Road and its Appurtenances.
2.5 Public Access Easement. Southport West LLC shall provide a public access easement for Renton
and members of the public extending the entire length of the Private Portion of the Road,from
its point of origin at the BNSF north property boundary to the point where the private road
connects to the existing public road at the Coulon Park/Southport entrance. This public access
easement shall entirely cover the road and its curb, gutter, sidewalk and landscape areas, be
provided at no cost to Renton, and be binding on the property's heirs, successors and assigns.
The form and substance of the easement shall be mutually acceptable to the parties. The
easement shall be executed and recorded with the County Assessor's Office as a condition of
opening the Public Portion of the Road.
2.6 Termination for Failure to Acquire Propertv. Completion ofthe Public Portion ofthe Road and
completion the Private Portion of the Road is each dependent on property acquisitions that are
not wholly within the control of the Parties. The Parties each agree to act diligently and in good
faith to complete all property acquisitions necessary to effectuate this Road Agreement within
two (2)years of the Effective Date. If all property acquisitions are not complete within such
period,then the Parties shall continue to act diligently and in good faith to swiftly complete all
property acquisitions, but this Road Agreement shall become terminable without penalty,with
termination rights arising upon 90 (ninety) days' written notice to the other Parties as follows:
2.6.1. If Renton fails to acquire all property for the Public Portion of the Road,then Southport
West LLC may terminate.
2.6.2 If Southport West LLC fails to acquire all property for the Private Portion of the Road,
then Renton may terminate.
2.7 Effect on Prior A�reements. Except as expressly or necessarily impliedly provided herein,this
Road Agreement shall not modify the terms or effect the 2001 Mitigation Agreement or the
2015 Transportation Credit Agreement, both of which remain in full force and effect.
3. Modifications to A�reement. This Road Agreement contains all terms, conditions and
provisions agreed upon by the parties hereto, and shall not be modified except by written
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -6-
amendment executed by both parties. Amendments to this Road Agreement that materially
modify the intent and policy of the Road Agreement must be approved by the City Council.
Other amendments may be approved by the City Mayor.
4. 6eneral Provisions.
4.1 Governin� Law. This Road Agreement shall be governed by and interpreted in
accordance with the laws of the State of Washington.
4.2 Agreement Binding on Successors. This Agreement shall be binding upon and shall inure
to the benefit of the heirs, successors and assigns of Southport, and upon the City, except as
limited and conditioned in this Road Agreement.
4.3 Authoritv. Each party respectively represents and warrants that it has the power and
authority, and is duly authorized,to enter into this Road Agreement on the terms and conditions
herein stated, and to deliver and perform its obligations under this Road Agreement.
4.4 Entire A�reement. This Road Agreement represents the entire agreement of the parties
with respect to the subject matter hereof. There are no other agreements, oral or written,
except as expressly set forth herein and this Road Agreement supersedes all previous
agreements, orai or written.
4.5 No Third-Partv Beneficiary. This Road Agreement is made and entered into for the sole
protection and benefit of the parties hereto and their successors and assigns. No other person
shall have any right of action based upon any provision of this Road Agreement.
4.6 Notice. All communications, notices, and demands of any kind that a party under this
Agreement requires or desires to give to any other party shall be in writing and either(i)
delivered personally, (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, and
addressed as follows:
If to the City: City of Renton
1055 South Grady Way
Renton,Washington 98057
Attn: Mayor's Office
If to Southport West LLC: Southport West LLC
1133 Lake Washington Blvd N, Suite 90
Renton,Washington 98056
Attn: Rocale Timmons
Notice by hand delivery or facsimile shall be effective upon receipt, provided that notice by
facsimile shall be accompanied by mailed notice as set forth herein and shall be evidenced by a
machine-printed confirmation of successful transmission. If deposited in the mail, certified mail,
return receipt requested, notice shall be deemed delivered forty-eight (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.
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -7-
IN WITNESS WHEREOF,the Parties execute this Agreement as of the Effective Date.
SOUTHPORT WEST LLC, CITY OF RENTON
a limited liability company, a Municipal Corporation
by SECO Development, Inc., its manager
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Printed Name: �1►C1����1r- ��. �fi����� DenisLaw
Title: L�� Mayor
Date signed: 12/� /ZC>13 Date signed: �� � 2 �
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Approved as to legal form:
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Shane Moloney
City Attorney
The undersigned, Hotel at Southport LLC and Office at Southport LLC, are executing this
document to acknowledge their consent to the terms of, and the ratification of,this Road Agreement.
HOTEL AT SOUTHPORT LLC
By SECO DEVELOPMENT INC., its
Manager
By
Name �t�N A�L P� C,E��1`�T
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -8 -
Title L��
Date Signed t"L/���0 l ��
OFFICE AT SOUTHPORT LLC
By SECO DEVELOPMENT INC., its
Manager
�y
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Name M1CN F'��1� P• L t11�'—IST
Title G��%
Date Signed �Z-/� /�v1 �
PARK AVENUE NORTH EXTENSION AND PRIVATE ROAD AGREEMENT -9-
EXHIBIT 1
2015 Transportation Credit Agreement(CAG-15-238)
CAG-15-238
TRANSPORTATION CREDIT AGREEMENT BETWEEN THE
CITY OF RENTON, THE HOTEL AT SOUTHPORT, L.L.C., AND THE OFFICE AT SDUTHPORT LLC
This Transportation Credit Agreement ("Credit Agreement") is made as of December�,
2015, (the "Effective Date") between the City of Renton, a Washington municipal corporation
(hereinafter "Renton"), and the Hotel at Southport, LLC, a Washington limited liability company,
and the Office at Southport, LLC, a Washington limited liability company. Renton, the Hotel at
Southport, LLC, and the Office at Southport, LLC are at times collectively referred to as "the
Parties". The Parties mutually agree as follows:
I. RECITALS
1.1 Renton is a municipal corporation of the State of Washington, organized under
the Optional Municipal Code, Title 35A RCW, located in King County, Washington.
1.2 Beginning in the late 1990s, Michael Christ and Southport LLC, the predecessors
in interest to the Hotel at Southport, LLC, and the Office at Southport, LLC, began developing
the real property commonly referred to as the "Southport Property" located in the City of
Renton, King County, State of Washington, on or near the shoreline of Lake Washington.
1.3 By Ordinance 4804, Renton designated the Southport Property as a Planned
Action Site. In April 2000, Renton designated the Level II Site Plan (aka Master Site Plan) for the
Southport Property as a Planned Action pursuant to the process and criteria established in
Ordinance 4804. On July 18, 2000, Renton approved the Level II Site Plan for the Southport
Property. Thereafter, Renton approved Level I Site Plans for the first (residential), second
(office), and third (hotel) phases of the proposed Southport development.
1.4 Following approval of the Level II Site Plan and the Site Plan approvals for the
first two phases, Renton and Southport LLC entered into a Mitigation Agreement, dated
October 12, 2001, regarding the transportation improvements required to support the
Southport development ("2001 Mitigation Agreement"�. A copy of the 2001 Mitigation
Agreement is attached hereto as Exhibit 1. Exhibit A to the attached 2001 Mitigation
Agreement identified each of the transportation improvements required of Southport LLC to
mitigate the transportation impacts anticipated to be generated by the proposed Southport
development. The Mitigation Agreement also acknowledged that although Southport had
committed to constructing these transportation improvements, these transportation
improvements would address traffic and growth unrelated to the Southport development. As a
result, the City agreed that certain amounts paid or contributed by Southport toward
constructing these improvements would serve as an offset/credit against future transportation
impact fees otherwise owed for development of the Southport Property.
1.5 Since then, Southport LLC has re-organized into four independent entities, one
for each of the lots within the Southport Property. Current ownership of the four Southport
lots is as follows:
Transportation Credit Agreement Page 1
Lot 1: Hotel at Southport, LLC
Lot 2: The Bristol at Southport, LLC
Lot 3: Building C at Southport, LLC and JSL and LLC, as tenants-in-common
Lot 4: Office at Southport, LLC
1.6 On February 24, 2014, Renton, the Hote) at Southport, LLC, and Southport LLC
entered into a second agreement entitled "Agreement between City of Renton and Hotel at
Southport and Southport LLC" ("2014 Agreement"j establishing specific terms for the
construction of transportation improvements at the Lake Washington Boulevard/Houser
Way/Site Access/Park Access intersection (Part 2 improvements as defined below)). The 2014
Agreement is attached hereto as Exhibit 2.
1.7 The Hotel at Southport, LLC, and the Office at Southport, LLC, are in the process
of developing the remainder of the Southport Property (lots A and B) and completing the
remaining transportation improvements identified in the 2001 Mitigation Agreement. This
Credit Agreement is intended to memorialize the final agreement of Renton, the Hotel at
Southport, LLC, and the Office at Southport, LLC, regarding the credit against transportation
impacts fees to be provided to the Hotel at Southport, LLC, and the Office at Southport, LLC, by
the City in exchange for the Hotel at Southport, LLC, and the Office at Southport, LLC,
completing the outstanding transportation improvements.
1.8 This Credit Agreement amends the prior 2001 Mitigation Agreement and the
2014 Agreement and specifies the manner and terms on which Renton will grant the Hotel at
Southport, LLC, and the Office at Southport, LLC, credit against transportation impact fees in
exchange for completing the outstanding transportation improvements set forth in Exhibit A to
the 2001 Mitigation Agreement. Except as amended in this Agreement, the terms of those
prior Agreements remain in full force and effect.
1.9 This Credit Agreement is made pursuant to Chapter 35.72 RCW (Cities and Towns
— Contracts for Street, Road and Highway Projects) and Chapter 82.02 RCW (Excise Taxes —
General Provisions). This Agreement is made upon the basis of the foregoing provisions, and in
consideration of the mutual promises and covenants agreed to in this Agreement and the
previous agreements between the Parties (2001 Mitigation Agreement and 2014 Agreement)
and the mutual benefits to be derived by the Parties.
II. AGREEMENT
2.1 Recitals. The recitals set forth above are fully and completely incorporated by
reference into and made part of this Credit Agreement.
2.2 Transportation Improvement Costs. Southport LLC and its successors in interest,
the Hotel at Southport, LLC, and the Office at Southport, LLC (hereinafter collectively
"Southport"), have paid or shall pay, or have contributed to, the cost of designing and
Transportation Credit Agreement Page 2
constructing the transportation improvements set forth in Exhibit A to the 2001 Mitigation
Agreement. The list of improvements for which Southport will receive credit under this Credit
Agreement is set forth in Exhibi# 3 to this Agreement, including the current status of
completion. For purposes of this Credit Agreement, those improvements have been divided
into three parts based on their current state of completion.
Transportation improvement Part
Items#1, 2 and 3 of Exhibit 3 Part 1 improvements
Items#4, 5, and 8 of Exhibit 3 Part 2 improvements
Item #6 of Exhibit 3 Part 3 improvements
For those projects for which Southport has or will receive credit, the Parties have agreed
to the following credit amounts against transportation impact fees:
Transportation Improvements Credit
Part 1 impravements $2,796 (see 2.3.1 belowj
Part 2 improvements 100% of the cost to design the
transportation improvements
50% of the cost to construct the
transportation improvements
100% of the cost of acquiring any
easements necessary to construct the
transportation improvements
Specific dollar value to be determined
Part 3 improvements 50% of the cost to design and the cost
to canstruct the transportation
improvements.
50% of the cost of acquiring any
easements necessary to construct the
transportation improvements
Specific dollar value to be determined.
A preliminary itemized breakdown of the costs of these transportation improvements is
included in Exhibit 4. Southport will provide Renton supporting documentation for these costs
as requested by Renton. The Public Benefit Costs set forth in Exhibit 4 shall be credited to the
"Southport Daily Trip Fee Credit Account" upon review and approval of the supporting
documentation by the City. The City shall review such documentation within 15 days of receipt
and provide Southport with any written questions or comments. Thereafter Southport may
respond to such questions and comments as necessary and appropriate. This process of
Southport submitting information, the City reviewing that information and providing
comments, and SECO responding to those comments, may continue for up to 90 days. Within
10 days (after the expiration of the 90 day period), the Public Works Administrator shall provide
Transportation Credit Agreement Page 3
a final list of those costs that it agrees to credit to the "Southport Daily Trip Fee Credit
Account", and those for which it believes that it needs further information or otherwise rejects
the requested credit ("Public Works Administrator's Decision"). Thereafter, Southport may
elevate the dispute regarding any rejected amounts to the Administrator of the Department of
Community and Ecanomic Development. If the City and Southport are not able to resolve any
outstanding disagreement regarding the credit within 30 days of elevating the dispute to the
Administrator of the Department of Community and Economic Development, Southport may
appeal the Public Works Administrator's Decision to the Hearing Examiner using the processes
established in RMC 4-8-110. Notwithstanding the language in RMC 4-8-110(C)(2), the parties
agree that Southport shall have until 45 days after the Public Works Administrator's Decision to
file such an appeal.
2.3 Status of Southport Projects and Correspondin� Impact Fee Calculations.
2.3.1. For purposes of this Credit Agreement, the Parties agree that both the
Bristol I and II developments have been completed, that Southport paid transportation impact
fees and/or made other contributions to the Part 1 improvements as part of developing the
Bristol I and II, and Southport has a credit in the amount of $2,796 in Southport Daily Trip Fee
Credit Account for the Part 1 improvements.
2.3.2 The Hotel at Southport, LLC, is currently in the process of constructing a
hotel (City of Renton File #s: LUA14-000645, SA-A, SM, MOD, MOD, 614006571) (the "Hotel
Project"). The Parties agree that the Transportation Mitigation Fee for the Hotel Project shall
be calculated as set forth in Exhibit 4. �
2.3.3 The Office at Southport, LLC, has submitted its application for building
permit approval for three office buildings and related improvements (City of Renton Files #s:
1UA14-000645, B15005268, 615005269, B15005270, and 615005271) (the "Office Project").
The Parties agree that the Transportation Mitigation Fee for the Office Project shall be
calculated as set forth in Exhibit 4. The Part 3 improvements will be completed prior to
issuance of a final certificate of occupancy of the first office building.
2.3.4 The number of net daily trips set forth in Exhibit 4 was derived using the
methodology in the Southport Development Planned Action Draft Supplemental Environmental
Impact Statement (DSEIS) and the Southport Development Planned Action Final Supplemental
Environmental Impact 5tatement (FSEIS). A memorandum detailing this methodology and the
above calculations is attached as Exhibit 5.
2.4 Credits A�ainst Transportation Impact Fees. The Transportation Impact Fees as
set forth in Exhibit 4 shall be deducted from the balance in the Southport Trip Credit Account.
Southport shall only be required to pay those traffic mitigation fees that exceed the total
balance in the Southport Trip Credit Account, if any, calculated at a rate of $75 per net daily
trip. Renton shall update the remaining balance after each withdrawal from the Trip Credit
Account, and provide written documentation to Southport of the new running balance.
Transportation Credit Agreement Page 4
2.5 Latecomers A�reements/Cost Reimbursement. Nothing in this Credit Agreement
or the previous 2001 Mitigation Agreement and 2014 Agreement affect Southport's right or
ability to seek reimbursement of any portion of the transportation project costs through one or
more latecomers agreements or other means approved by the City of Renton.
2.6 Effect on Prior Agreements. Except as expressly provided herein, this Credit
Agreement shall not modify the terms or effect of the 2001 Mitigation Agreement or the 2014
Agreement, both of which remain in full force and effect.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.
CITY OF RENTON HOTEL AT SOUTHPORT, LLC, a limited
liability company,
By SECO Development, Inc., its manager
�
�,.
By: Denis Law By: Michael P. Chris
Its: Mayor Its: President � . C�/�,
Dated: � 2 ! / Dated: =�
OFFICE AT SOUTHPORT LLC, a limited
liability company,
By SECO Development, Inc., its manager
By: Michae) P. Chri t
Its: President �
Dated: \\����u�����uuu�iinuuuu�i���,
\\;y pF REIVT��o,,���
Attest and approved: V �'
; � �
�
_,� ��+'�.�L *�
; ��� ^��
, �
` ��? 4�6�..;�.
Jason A. Seth ���i���J,��;����`
llr1J1!!I I II i{l!t;i,'�,••,
Rent n ' Clerk
�t-.ut.`�
Lawrence J. Warren
Renton City Attorney
Transportation Credit Agreement Page S
EXHIBIT 2
2001 Mitigation Agreement(CAG-01-172)
i
• . ���
CAG-Ol-172
�c��!�rE�.r�r
'IThis Agreement is made and entered ir.to betweea t'nc City of Rea:en (Rer?oo)aJ;d
So�:LhQort LLC,a Was�ungton 1•,.•nited liability ccmpany(Sou:l�pon).
V�t:ereas,as p�.r:of Southpo:�'s p:oject mitigatio� under ehe Statc Enviro:.�enta.l
Frotection Act, Southport must satisfy Renton Traffic Mitigation Fee Policy (Resolution No.3;00)
vr�; respect to the project in part by paying a fce o`$75.00 per daiJy vehicle trip gccer�tcd(the
"Tra�c Mitigation Fee");�nd
Whereas,l�e Miti�tion Document�as established thai siuce the trafficlroad imp:ovem,ents
wi11 also addrr.ss traffic grow2h unrelaied to the development ef the subject site, Renton will use eJ
or a portion of the traffie impact mitigatioti fees to fund the portiou of the tratf droad
impcovemcnts reqt:ired tt�at Rcoton dctcnni�es will provide beaefit to ihe public(page 24);
Wbercas,Southport has requested that Reaton zllow i[to construct certain trans�rtation
improvements of equal value of a�d in lieu of its payment of the'I�raffic Mi�gation Fee;�nd
Whcrcas,tiie Tra,�c Mitigatio;t Fec woutd be determined by tt�c scope of the project
should Soulhport}k.ve chosen to pay the fee iastcad of performang certain improvemcns of equal
value;
Whereas,Southpori,Redton,afld tl�e in!crest o;tbe public wouJd be benefited by joint
planning�d execution of Sout�pori's and Renton's respec[ive i!ems of work l�ercin;and ,
Wnereas, it is advisable and r.ecessary to doctuncnl the tcrms and conditioas under which
Sou+hport ar:d Reaton wiL' carr}'out iheir respcctivc responsibilities aad construerion activities,
Now, therefore, Soutbpo�and Renton do agree as foilows:
The Tta.f�c Mitigation Fee will be cre:iited totvards��e cost ef the otf=site road impro����nes
based on the following: �
t. lt is agxeed t,�at thc rP„quired�an.sportatiov uvprovemen[s invoivc 50°/a public bencfit ar.d
50°/a private h�enefit
2. Rentoa agrees to;,ay 50°/o of the public improvetneni costs exclusive o.`the�rant-runded
poriion of the public[dilroad crossieg up to a timit of Renton's P3rticipason of�100°/of��c
SouclipoR p:roject L*affic mitigation fee. lf lU0%of:t�e Southport project tr�#Tic auligaCor.
fee exceeds 50%of Lhe project costs, C^.en t�e baIance wot�td bc: paid into the h-'��nsponation
mitigation fund. If 100%of t};c Sout�:poR proj�t tr�ffic rnitigation}ee faLs below SO%of
ihe project costs,Renton's contribution would bc cappcd�l the a:nount oEtbe fee.
3. Rentoa agiees to cantribute above and beyood c�e 50%egreement the TEA-21 R�iroa:3
Crossing Pmgram(Section 130) grant ar.,o�mt of$180,000 toward ti�,e shoulder mountu3
car,tilevers,signal and gates on Lake Washington Bou'•.evard only, provideci that Seuth;ort�
��� F-.6�
�- �3� �:�'i6
r+uG-i3-�ei i: 3� = '
a. Provid�s [be necessary ia.Fortna'ion reeui:ed for ehe City to prepzJe grz�t foru,s for
funding obligation,billing,and reimbursement.
b. Abides by all Fcderal Tegulahor�s required to rneet brant�uidelines.
4. Pay�er;by 5outhporc oFthe Trafnc Miligalioa�ee shall be zccamplished by Sautnpo:l's
performwce of the work ciescrib�c on Ex}ibit A attachcd hereto. As previousiy r,o;ed in
Seetion 2,the exact zmount will be bas:d on 50%of the actual eonstzuction cost,capped at
the Trali�ic Miligation Fee level: In addition,the cost of a!1 of tbe railroad work�vill be
assessed at six percent (6%) a�ove costs to be paid to tbc City for thc City's acinuiustrative
eosts�ssocizted with the railroad and gn�t agreements.
5. Any Traffic Mitigatioa Fee not ex�ded by offset for Southport's work�der Section 4,
above,will be paid to Renton and placed L�t��e T�ransportation Mitigaiior.fiwd.
G. During its work�vithiu the City right-of-��ay,Southport shall maintain open safe public
access. Soud�pott tviJl hire and maintai.n tr�c control eq.upmeut and{laggers and file a
��fTc control plan with the City of Kenton.
7, All improvcr.�ents will be coos�ucted in accorc�ar:ee wiQ�the site plan ar.d SEPA approvals
fcr 1c Southport projcct.
� `'�`•����p
F�.x!:cuted ti�is � \_day oE�u:.�lasr;'�(�C1�1'�
�7�,U�- 6�To�E�
CI"I'Y OI'ItENT'O'� SUUTFIF'OR1'LLC
By SL�.CO DEVELOPi��NT,P�1C., a
Washington corpordtion
1
, — /�� �-----
,�
By esse"ranner .�y: � icliael P. .hrst
Its Mayor Iu Yresideut
A'test
�.— � — � —
Marilyn P ' r
City Clerk
��(,t.t�r�t G•c.�t�/
Law:cnce J. Wtu�en
Ciry Attcmey
47., F.e?
,.� ._ �_ on. ..
.�n .,'J� n�a ,:-�,
� ' EXi�IBIT A
LIST OF TR�LF'rIC N1I7GA`fION FEr WORK
1, At Q�e Park Drive/Crarden AvernlelLake�ir`aslungton Boulevard intersection, t1;e existiag
channcliration on the Park Avenue ap�ronch�vi(1 bc restriped io ac�om.modate one shared
through/right laae, or.e tnrough]ar.c,and two ler-tum lanes.
2. On tine Lake Washington�3oulevard approach,tLe t�pp:oach wiil be restriped to
accor.�modate one right-turn lazie and two left-tum lanes.
3. The westbound free right-tw;i lane l�om Park Drive to Take Waslungton$ouleva.d vri!1
yield to tbc eastbound Iefr-turru�g velucles fro�i Park Aveoue to Lake Washington
Boulevard.
4. A signal will be provided ai the Lake Mastvng�on Boulevard/f?ouscr Way/Sitr.AccessJP�.rk
Access iatersecLon.
5. Tbe Subject Site/Crene Coulon Park s�ared access approach vJi!1 bc widened to fou:l�es
(onc Icft-tun�, one right-tur�and iwo enterir,g lanes).
6. The section of Laice Wastungton Bo�:levard between Park Drive and tbe joint SitelGene
Coulon Park shared aceess will be widened by upproximatety 12 feet to accommodate two
southbound l�es,one northbound[eft tum larc, and one northbound st�ared through/left
tum la.�c.
7. Left tunis in and out of che Boei�g p��ng loe wi11 oee:i to be restr-iceed iu ordcr to
rvinimize the safety ha-rard. One sotution could be placement of c-curb along t��
centerline of Lake V✓ashingtan Boutevard just norL� of Park llrive to restrict left R:rns inio
nnd out of the Boeing parking lot. A]temate p��rking lot a::ccss ruay be available fro�
tv'o:th 10`�5treet 1'rior to final desigu,coordin�tion with F3oeing shalk occui to determ;ne
specific rsitiga:ion. Renton shall assis!with coordiaation effo�s as needed.
8. Thc two r'.iLoad crossirtgs, tbe Burlington No:thern and Santa Fe �a.irtlin� Qn Lalc�
Washington Clo�:ievard and the spu:line oa the joint SitJGcne Coulon Park shared access
road, wil! bc improved to i�clude shouider r�ounted ca�tilevers, signai and gaccs at botb
crossmgs.
n�..-l_-�2+�: , � '�, '��5 �3� %3�=: 9'-.. Ya,;
EXHIBIT 4
Calculation: Transportation Project Costs and Transportation Mitigation Fees
Phase 1
Caiculation: Transportation Project Costs and Transportation Mitigatian Fees
Phase 2
Calculation: Transportation Project Costs and Transportation Mitigation Fees
Phase 3
Transportation Credit Agreement Page 9
Exhibit 4
Part 1 Project Improvement Costs and Trip Credits
Project Element Project Costs Public Benefit Private Benefit
BNSF Work $363,348
City of Renton Work $43,744
PSE Work 4 234
Gross Project Cost $411,326
Less: FHWA Grant - 149 501
Net Project Cost $261,825.00 $130,913 $130,913
Project costs contribution by SECO in 2002 $209,937
Bristol II mitigation fee paid by SECO in 2006 �113,927
Total project costs and mitigation fees paid by SECO $323,864
Public Benefit project cost deduction - 130 913
Balance of project costs paid by SECO $192,951
Private Benefit project costs deduction - 130 913
Balance after tota) project costs have been paid by SECO $62,039
Deduction for City administrative costs @6%of BNSF Work - 21 801
Balance of SECO payments after project and administrative costs (credit) $40,238
Gregg Zimmerman's analysis of balance at end of Part 1
{owed by SECO) -$34,647
Average difference to Part I Trip Credits Account Ending Balance $2,796
12/11/2015
Exhibit 4
Part 2 Improvements Project Costs and Trip Credits
PART 2 IMPROVEMENT CO5T5
Cost Incurred Estimate to
Contractor/Vendor Description to Date Complete Total Cost
BNSf Easement Permit
City of Renton BNSF Easement Agreement $75,850.00 $0.00 $75,850.00
Alzton Courtnage&8azs� Tom Read-Legal Services En[rance Eas 512,646D2 $0.00 $12,646.02
71C Surveying Access Easement Surveying $4,675.00 50.00 $4,675.00
Reprograph�cs N4V Misc.Reprographic-Access/Entrance F $1,258.31 $0.00 $1,25831
Total Cost of Aquiring Easement $94,42933 $0.00 $94,429.33
Desizn Costs
TENW LLC Traffic Engineering Dezign for Entrance $77,11290 50.00 $77,112.90
Coughlin Porter Wndeen Civil Services $14,542.34 $3,457.66 $18,000.00
CTC Preempbon Timmg Engineering-sensor�ocations $13,157.85 $0.00 513,157.85
Hart Crowser Engineering $5,162.50 $0.00 $5,16L50
Buzh,Roed&Hitchings Englneering 3 548 03 6 SOOAO 10 348.03
Total�esign Costs $113,523.62 $10,257.66 $123,�81.28
Construttion Cos[s
John Skochdopole En[rance Improvements/Civil Conzultin $9,155.00 $0.00 $9,155.00
Sellen Conztruction Intersection Contract $782,381.00 $119,724A0 $902,105.00
TENWLLC Construc[ionSuppor[ $43,019.99 $0.00 $43,019.99
Prime Electric Electrical/Traffic Lights 5173,470.00 50.00 $173,470.00
Mayes Testing Asphalt Testing $2,776.25 $Z,702.25 $5,478 50
ARC Documen[SoluUons Reprodu[[ion Costs $llL22 $0.00 5111.22
BNSF Railway Company BNSf Flagging $49,923.65 $20,076.35 570,000.00
Taylor Agenty&Marsh Insurance $31,217.20 $0.00 $31,21710
PSE&Potelco Trenching/Elec[ricai/Street Light $33,655.49 $36,344.51 570,000.00
8urling[on Northem Equipment $0.00 $S,D00.00 _ $5,000.00
TotalConstruction Costs $1,125,709.80 $183,847.11 $1,309,556.91
PART 2 1MPROVEMENTS TOTAL PROJECT COSTS $1,333,662.75 5194,304.77 $1,527,767.52
Public Benefit'
PART 2 MITIGATION FEE TRIP CREDITS CAICULATION Project Costs Costs Private Beneflt"Costs
BNSF Easement Permi[(@S00%public 6enefi[) $94,4Z9.33 $94 429.33 50.00
Design Costs,Work Items 4,S and 8 (@100%pubGc 6enefit) $123,781.28 $123,781.28 50.00 �
Construction Costs,Work Items 4,5 and S(@50%pu6lk and private benefiQ kkkkN###k#M $654,778.46 �654 778 46
Total Project Costs separated by Pu61ic and Private 8enefit #it#p#tfftk##tl $872,989.07 $654,778.46
Part 2 Improvements Trip Credits Available $872,989.07
Southport Hotel Traffic Mitigation Pee
uauy � rvungauon
Use Rooms Trips"' Fee/Trip
Hotel 350 rooms 2,336 575.00 -5175 200A0
PAR7 2lmprovements Trip tredits after mitigation fee deduRion $697,789.07
MITIGATION FEE TRIP CREDITS ACCOUNT CAICULATION
Part 2 Mitigation Fee Trip Credits 5697,789.07
Part 1 Trip Credits Account Ending Balance 2 796.00
MITIGATION FEE 7RIP CRE61T5 ACCOUNT ENDING BALANCE(aker Part 2 improvements and South $700,585.07
' The label"pubGc benefi["mdicates the portion of[he project cost that is attributable[o use of the transportation improvements by others(not required to support[hz Southport developmen[J
'• The la6el"private be�efit"mdicates the portion oF the projec[cost that is attnbutable to the Southport development
"'Daily trips for the hotel are documen[ed in Exhibit 5
12/11/2015
Exhibit 4 "
Part 3 Improvements Costs and Trip Credits
PART3IMPROVEMENTSCOSTS
Cost Incurred Estimate to
Contractor/Vendor Description to Date Complete Total Cost
Deslgn Costs
Unknown Unknown 0.00 $100,000.00 $100000.00
Total Design Costs $0.00 $100,000.00 $100,000.00
Canstruction Cvsts
�Unknown Unknown 0.00 $1,000,0OO.OD $1,000,000.00
Total Construction Costz $0.00 $1,000,000.00 $1,000,000.00
PART 3 IMPROVEMENTS TOTAL COSTS 50.00 51,100,000.00 $1,100,000.00
PART 3 IMPROVEMENTS MITIGATION FEE TRIP CREDITS
Pubiic 6enefit'
Project Element Project Costs Costs Private eenefit"Costs
Design CoSts,�Vork Item a6(@SO%public and private benefit) $100,000A0 550,000.00 $50,000.00
Construction Costs,Work Item p6(@50%public and private benefit) $1,000,000.00 $500,000:00 $S00 000.00 �
Totals $1,100,000.00 $550,000.00 $550,000.00 ,
Part 3 Mitigation Fee Trip Credits $550,000.00
Part 2 Mitigation Fee Trip Credits Account Ending Balance $700 585.07
Total Mitigation Fee Credit Account Balance $1,250,SS5.07
MITIGATION FEE TRIP CREOITS ACCOUNT CALCULATION
Daily Mitigation Mitigation Fee -
Use Square Feet Trips"' Fee/Trip Due
Offite Building 1 Traffic Mitigation Fee
Office 258,021 1,950 5�5.00 -$146,250.00
O�ce Building 2 Tra�c Mitigation Fee .
Office 253,357 1,915 575.00 -5143,625.00
SVeet Level Retail 5�7_Ol 167 $75.00 -$12,525.00
Total Of(ice Eluilding 2 259,053 2,082 -5156,150.OD
OHice Building 3 Traffic Mitiga[ion Fee
Office 208,101 1,573 575.00 -5117,975A0
Street levzl Restaurant 3 588 195 575.00 -514.625.06
Total O(fice Building 3 211,689 1,768 -$132,600-00
MITIGATION FEE TRIP CREDITS ACCOUNT ENDING BAIANCE 5815,585.07
` The label"pubilc bzneFit"indicates the portion of the project cost that is attributable to use of the transportation improvements by others(not requued to support the Southport development)
•` The lahel"private benetit"indicates[he portion of the project cost that is attributable to the Southport development
"'Daily trips foi each use are documented in Exhibit 5
12/11/2015