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HomeMy WebLinkAboutCity Council Committees - - 12/17/2019 Approved Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Date: December 17, 2019 Time: 4:00 p.m. Place: Chambers 1. CALL TO ORDER Council President Boyce called the meeting to order. 2. ROLL CALL Attendee Name Title Status Arrived Bill Boyce Chair Present Brenda Fincher Councilmember Present Satwinder Kaur Councilmember Present 4:02 PM Marli Larimer Councilmember Present Zandria Michaud Councilmember Excused Les Thomas Councilmember Present 4:05 PM Toni Troutner Councilmember Present Dana Ralph Mayor Present 3. AGENDA APPROVAL A. Move to approve the agenda as presented RESULT: APPROVED [4 TO 0] MOVER: Brenda Fincher, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Larimer, Troutner AWAY: Kaur, Thomas 4. COMMITTEE BUSINESS A. Emergency Management Performance Grant – E20-171 - Authorize Emergency Management Coordinator, Jennifer Keizer presented information on the Emergency Management Performance Grant. Keizer indicated the City has received this grant since 2003 and provided a brief background of the grant: •Annual grant awarded to States, Local, Territorial and Tribal governments. •Funded by the U.S. Department of Homeland Security (DHS)/ Federal Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 2 of 10 Emergency Management Agency (FEMA) •Matching grant The purpose of the grant is to provide federal funds to assist state, local, territorial, and tribal governments in preparing for all hazards. Keizer reviewed eligibility requirements and indicated the current grant award for Kent - Emergency Management is $71,834. The grant cycle for the 2019/2020 Grant is June 1, 2019 / August 31, 2020. The grant funds can be used for: •Operational Mitigation Capabilities •Training and Exercises •Community Outreach & Public Education •Communications Support Team •Information and Warning MOTION: Authorize the Mayor to accept and sign the Emergency Management Performance Grant from the Washington Military Department/Emergency Management Division and the U.S. Department of Homeland Security, in the amount of $71,834, sign all necessary grant documents, amend the budget, and authorize expenditure of the funds in accordance with final grant terms and conditions acceptable to the City Attorney. RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM B. Microsoft Product Licensing 2020 Enterprise Agreement - Authorize Technical Services Manager, James Endicott and Project Manager, Scott Leanardson provided information on the Microsoft Product Licensing 2020 Enterprise Agreement. Microsoft is the primary productivity suite (Word Excel, Outlook). This agreement is for support and licenses for all servers and provides the backbone to primary applications. Details regarding the costs and cost savings realized were provided. Endicott advised that due to legacy business systems, there are approximately 60 machines that will continue running on Windows 7. Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 3 of 10 MOTION: Authorize the Mayor approve the purchase of software through the Cooperative Purchasing Agreement the state Department of Enterprise Services has with En Pointe Technologies Sales, a value-added reseller, if those purchases are within the City’s established budgets and made during the term of the state contract, which is in effect through April 7, 2020, or any later contract extension the state may authorize, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM C. King County Parks Property Tax Levy Agreement – Authorize Parks Planning and Development Manager, Terry Jungman presented details on the King County Parks Property Tax Levy Agreement. This agreement with King County will allow for the disbursement of funds to the City as part of King County's Proposition 1. Jungman provided details the Proposition and indicated the City of Kent will receive approximately $366,000 in 2020. The funding is flexible and will be used on approved Parks capital projects. Jungman provided details on the 2020 projections and how the disbursements were calculated. Mayor Ralph provided comments on increase in the distribution of funds to Cities. Jungman indicated that the Parks Department competes for additional levy funds through other grant applications. MOTION: Authorize the Mayor to sign the King County Parks Property Tax Levy agreement to accept Proposition 1 Parks Levy funds, amend the budget, and approve the expenditure of funds, subject to final terms and conditions acceptable to the City Attorney and Parks Director. RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM D. Fourth Amendment to the Agreement for Indigent Defense Services - Authorize Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 4 of 10 Human Services Planner, Lori Guilfoyle presented information on the Fourth Amendment to the Agreement for Indigent Defense Services. This amendment provides for a $435,000 increase for 2020 that was approved in the budget. The original agreement was executed in 2014 and there have been three prior amendments. The additional cost is due to the increase in overall cases and to address the need to provide for additional defense services related to body-worn camera cases. Guilfoyle provided details regarding budgeted amount and contract. MOTION: Authorize the Mayor to sign the Fourth Amendment that increases the annual compensation due to Stewart MacNichols and Harmell, Inc. P.S. under its contract to provide public defense services by an additional $325,000 in 2020 due to the volume of criminal case filings and the impacts to case preparation associated with body worn cameras, subject to final terms and conditions acceptable to the City. RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM E. INFO ONLY: Purchase and Sale Agreement for the South End of the Naden Site Chief Economic Development Officer, Bill Ellis provided details on the Purchase and Sale Agreement for the South End of Naden Site as follows: Officially surplused on October 4, 2016 •Request for Information in 2017 •2018 Call for Offers •2019, with right in right out approved from WSDOT, the City has been negotiating with Braintree. Reached an agreement for a purchase and sale agreement that is dependent on some work to be done over the next year, including: •Site feasibility •The developer seeking approval from Hilton •Performance permit timetable •Negotiate development agreement Sale price of $28 per square foot Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 5 of 10 This project will kick off revitalization of the downtown area and sets up the north half of the property for development. This property will require the construction of a new Naden roadway along the east side of the property that will run north/south and will eventually link Willis with Meeker. The roadway will abut the Interurban Trail and therefore is an important feature for the revitalization of the area. In order to construct the roadway to the standards as set forth by the Council and to avoid cutting off access to the Interurban Trail, the City must have the cooperation of Puget Sound Energy. The City has attempted to work with PSE on this matter but has been met with resistance. However, just last week, after delivering a strongly worded letter to PSE noting the need for PSE’s cooperation, they finally appear to be stepping up. The City intends to keep the pressure on until various property ownership issues between the City and PSE are resolved. Ellis reviewed deal points: •Hotel property at price offered by Braintree: $2,608,928 depending on north line adjustment •Approximately 2.24 of the 7 surplus acres •Portion of old Naden Ave in exchange for N. Parcel Frontage Rd. Improvements •Portion of 3,176 sf to be purchased by Braintree and then deeded back to the City for new Naden •Developer will build WSDOT approved “right-in, right-out” from site to SR- 516 as requirement •Braintree would subtract $200,000 from the purchase price if Council wishes developer to seek and get a bond as insurance against half-completed project (Mayor Office recommends not to accept this offer from Braintree) •WSDOT right in right out limited access box •Taking fee simple property from WSDOT - Old Naden Avenue will be exchanged for public benefit consideration All deal points are subject to change and are subject to Hilton franchise approval and the City's. Ellis reviewed typical Hilton Garden Inn layouts and advised the current proposal is for a 136-room hotel with 4 stories. Approval of the Purchase and Sale Agreement is required so that Braintree can have some assurances to move forward with the environmental due diligence including site assessments. Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 6 of 10 Ellis provided Hotel parking, hotel and additional site information and land to be purchased that was provided by Braintree. Assistant City Attorney, Christina Schuck reviewed the details of the Purchase and Sale Agreement and Development Agreement as follows: Purchase and Sale Agreement: •Braintree is requesting all permits be issued before the deal closes - take about a year. •Feasibility, environmental assessments, stormwater, getting Hilton franchise approval, start working on design specifics and permitting - this will tie up the property for approximately one year •Built in some protections for the City - Milestone schedule (currently negotiating) •Braintree agrees to submit various types of permits - if don’t meet schedule - give notice to meet milestone or terminate agreement. Development agreement •Provides protections •Locks in the design we want - an upscale brand hotel on the site. •If don’t get Hilton approval within 120 days, can ask for extension or terminate - at the City’s discretion •Development Agreement at closing will be recorded against the property. $100,000 Earnest money should be thought of as a deposit rather than a typical residential property earnest money agreement. The Purchase and Sale Agreement gets Braintree to start spending money on the property. This will provide for forward progress into the designing of a road on the property that could not otherwise have been paid for internally. Braintree will pay $150,000 to submit for franchise approval from Hilton. Ellis indicated any landscaping will need to comply with the Downtown Design Review and Hilton standards. Schuck provided available legal remedies and Hilton has no history of defaulting on properties. The Purchase and Sale Agreement requires Hilton to allow the City to review Hilton’s financing records. Ellis indicated he has been actively communicating with Hilton for over two years. Ellis indicated Braintree will pay for all permits. Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 7 of 10 Mayor advised this process has been exhaustive and expressed appreciation of Economic and Community Development, Legal, Parks and Public Works departments. F. INFO ONLY: Snow and Ice Update Public Works Field Supervisor, Brent Collins presented the 2019/2020 Snow and Ice Preparedness Plan. Collins reviewed priority routes, secondary routes and residential collectors, discussed probable road closures during a snow event and detailed where materials are stored. Reviewed the anti-icing routes and advised that residential roadways are not serviced by the City during snow/ice events. Provided information on road closures, maintenance and repairs and communications Public Works Field Supervisor, Scott Schroeder provided information on downed tree locations and the need to take care of them right away. Schroeder details issues that arise after snow and ice events, including pothole repairs. Troutner expressed her appreciation of the Public Works crews and invited the public to view the video on preparing for snow and ice events that is now available on social media. G. Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network - Authorize Water System Manager, Sean Bauer provided information on the Washington State Water/Wastewater Agency Response Network as follows: Detailed what WARN is, how utilities get assistance during an emergency, if members are required to respond and send resources, what role the agreement plays, how WARN is different from the statewide mutual aid program managed by emergency management and what are the benefits of WARN. MOTION: Authorize the Mayor to sign the Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 8 of 10 RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM H. $2.5 Million Transportation Improvement Board Grant Funds for 76th Avenue - Authorize Engineering Supervisor, Mark Madfai and Project Engineer, Susanne Smith provided information on the $2.5 Million Transportation Improvement Board Grant for 76th Avenue. Smith advised that 76th Avenue South is under the FEMA flood elevation, reviewed historical flooding and is located between Mill Creek and South 212th Street. 76th Avenue South is in the heart of the Kent manufacturing and industrial center which provides a significant amount of manufacturing, industrial, advanced technology and related employment. The City applied for and was successful in receiving a $2.5 million grant from the Transportation Improvement Board. The project will raise approximately 2,700 lineal feet of 76th Avenue South 1.5 feet above the FEMA 100-year flood elevation. MOTION: Authorize the Mayor to sign a grant agreement with the Washington State Transportation Improvement Board to obligate $2.5 million of grant funds for the 76th Avenue South Road Raising Project and amend the budget, and authorize expenditure of the funds in accordance with final terms and conditions acceptable to the City Attorney and Public Works Director. RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM I. Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize Drew Holcomb, Public Works Design, provided details on the need for the new West Hill reservoir. Holcomb recommended contracting with RH2 Engineering, Inc for consulting services on the construction of the West Hill Reservoir project. Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 9 of 10 MOTION: Authorize the Mayor to sign a Consultant Services Agreement with RH2 Engineering, Inc. for design engineering services for the West Hill Reservoir Project in an amount not to exceed $459,949, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. RESULT: RECOMMENDED TO COUNCIL BY CO NSENSUS Next: 1/7/2020 7:00 PM J. INFO ONLY: Third Quarter Investment Report Cash and Investment Officer, Joe Bartlemay presented the Third Quarter Investment Report that was presented to the Investment Advisory Board on November 21st. Bartlemay reviewed the investment portfolio, cash and investments by type, cash and investments month ending balances for 2017/2018/2019, quarterly interest earnings, total cash and investments by fund, managed portfolio summary and statistics, and portfolio compliance. Council President Boyce expressed his appreciation of Joe's work. K. INFO ONLY: October Financial Report Interim Financial Planning Manager, Michelle Ferguson presented the October 2019 Monthly Financial Report that included reviewing the: General Fund Overview and indicated expenses are lower than expected and revenues are coming in strong. Ferguson provided details on property taxes, sales and interest income. Ferguson indicated the Courts is over budget that is related to an increase in interpretive services and police is over budget that is related to vacancies and overtime. Ferguson detailed the additional revenue related to construction, B&O tax square footage, sales and real estate excise tax. Provided year to year month comparison for other funds and the liability insurance fund. L. Payment of Bills Finance Director, Paula Painter presented the payment of bills to the councilmembers for audit. Kent City Council - Committee of the Whole Committee of the Whole - Special Meeting Minutes December 17, 2019 Kent, Washington Page 10 of 10 MOTION: Approve the Payment of Bills received through 11/30/19 and paid on 11/30/19 and checks issued for payroll 11/16/19-11/30/19 and paid on 12/5/19 and audited by the Committee of the Whole on 12/17/19. RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS Next: 1/7/2020 7:00 PM 5. ADJOURNMENT Council President Boyce adjourned the meeting. Meeting ended at 5:30 p.m. Kimberley A. Komoto City Clerk Emergency Management Performance Grant (EMPG) EMPG Background of Grant Annual grant awarded to States, Local, Territorial and Tribal governments. Funded by the U.S. Department of Homeland Security (DHS)/ Federal Emergency Management Agency (FEMA) Matching grant Purpose of Grant To provide federal funds to assist state, local, territorial, and tribal governments in preparing for all hazards. EMPG -Requirements Eligibility Requirements (WAC 118-09-030) Current CEMP (Comprehensive Emergency Management Plan) A designated Emergency Management Department At least a ½ time dedicated Emergency Management employee Meet all applicable matching fund requirements Demonstrate that funds will be used to both sustain and enhance the existing emergency management program and capabilities. Must submit a workplan and spend plan with application. 2019/2020 EMPG Award Grant Award for the City of Kent –Emergency Management $71,834 Grant Cycle for the 2019/2020 Grant (E20-171) June 1, 2019 / August 31, 2020 Washington State Military Dept. released applications in September 2019. Final agreements were sent out in November 2019 EMPG Work Plan for Kent Operational Mitigation Capabilities Training and Exercises Community Outreach & Public Education Communications Support Team Information and Warning Thank you! Jenny Keizer –EM Specialist / Emergency Management Purchase and Sale Agreement Naden Ave Site Bill Ellis, Chief Economic Development Officer December 17th, 2019 Naden Ave -Update Property Official Surplus on Oct. 4th, 2016 Purchase and Sale Agreement Terms Closing dependent on site feasibility work, hotel franchise approval, and performance to permit timetable by both parties (City and Braintree) Development Agreement to follow to cement closing and lock-in project look and road details Sale price of $28 per sf Deal Points Public Benefit Consideration •Hotel property at price offered by Braintree: $2,608,928 depending on north line adjustment •Approximately 2.24 of the 7 surplus acres •Portion of old Naden Ave in exchange for N. Parcel Frontage Rd. Improvements •Portion of 93,176 sf to be purchased by Braintree and then deeded back to the City for new Naden •Developer will build WSDOT approved “right-in, right-out” from site to SR-516 as requirement •Braintree would subtract $200,000 from the purchase price if Council wishes developer to seek and get a bond as insurance against half-completed project (Mayor Office recommends not to accept this offer from Braintree) Elevation and Layout Design Subject to Change Thank you. WEllis@KentWA.gov | 253-856-5707 Hilton Garden Inn Examples SeaTac Bothell PARKING - HOTEL 136 guestrooms ON SITE (9'-0" x 20'-0") 122 ON STREET (8'-0'' x 22'-0") 12 134 TOTAL HOTEL SITE INFORMATION BUILDING (GRADE) 20.681 S.F. EXTERIOR STORAGE 454 S.F. LANDSCAPE 12.532 S.F. ASPHALT PAVING 578.653 S.F. BAR & POOL PATIOS 1.333 S.F. SIDEWALK & CURB 4.803 S.F. TOTAL 97.456 S.F. 2.24 ACRES ADDITIONAL SITE INFORMATION ABANDONED NADEN AVE. 21.764 S.F. WSDOT LIMITED ACCESS 3.825 S.F. SITE SIZE --irI-&BAND-EDNADEN ROAD) 75.692 S_F_ NEW NADEN AVE. (ADJ-ENT TO HOTEL PROPE Rry) 17.484 S.F. NEW NADEN AVE. #—TH-WMLPAOPErM 17.851 S.F. LAND TO BE PURCHASED SITE SIZE fExcLVDINGABANDONmAIADEnROAD) 75.692 S.F. NEW NADEN AVE. (ADJACFNTTOHOTEL PROPER'r} 17.484 S.F. TOTAL LAND PURCHASE 93.176 S.F. I DRAFT REAL PROPERTY PURCHASE AND SALE AGREEMENT This Real Property Purchase and Sale Agreement (the "Agreement") is between Hotel Management Services, LLC, d/b/a Braintree Hospitality ("Braintree") and the City of Kent, a Washington municipal corporation (the "City"). The effective date of this Agreement ("Effective Date") shall be the date it is signed by the last party to sign it. RECITALS A. The City owns certain real property located to the north of Willis Street, the south of West Meeker Street and to the east of State Route (SR) 167 and the west of the Interurban Trail within the City of Kent, King County, Washington, depicted and described in Exhibit A ("Naden Properties"). The Naden Properties are currently accessed through Naden Avenue South and an old access easement from West Meeker Street, B. A lot line adjustment will be needed to create a parcel within a portion of the Naden Properties, more specifically described in Exhibit B, ("Hotel Property") to be conveyed to Braintree pursuant to the Warranty Deed in the form authorized by RCW 64.04.030 attached as Exhibit C. C. The City also owns a portion of Naden Avenue South in fee simple, depicted and described in Exhibit D ("Old Naden Avenue"). D. The Naden Properties are situated at a prime location at the gateway to the City's historic core and an emerging subregional center of entertainment, services, and urban living. The City seeks an upper scale hotel to serve the business travel needs of its larger employers and business district, and to bolster downtown Kent's growth as an emerging regional center. E. In April 20L9, the City requested proposals to purchase land within the Naden Properties to build an upscale hotel development on a southern portion of the Naden Properties. The City selected Braintree's proposal because it offered a high quality well-branded hotel development, a competitive price and Braintree has demonstrated its familiarity and interest in the Naden Properties and hotel properties for a number of years. F. Development of the Hotel Property is intended to include construction of the hotel itself, and infrastructure improvements within its vicinity. Chapter 6.02of the Kent City Code requires developers to construct or install reasonable infrastructure improvements as conditions of permits, including adequate rights-of- way and paved streets; street lighting systems; curbs, gutters, sidewalks and landscaping; storm drainage systems; sanitary sewer systems; water and fire systems; traffic control systems; and conduit for fiber optic systems. The nature, extent and location of the infrastructure improvements to be provided are determined by referring to approved plans or policies establishing the nature, extent and location of infrastructure improvements, for example the City's 1 DRAFT Transportation Master Plan, the Six-Year Transportation Improvement Program (TIP) and the Kent Design and Construction Standards' G. The Hotel Property will be accessed from Willis Street via a new intersection allowing only right turns from and onto Willis Street. This intersection is included in the TIP. As a condition of development of the Hotel Property, Braintree is required to construct this intersection, along with a paved street with curbs, gutters, sidewalks, parking, and landscaping along the Hotel Property frontage as depicted on Exhibit F ("Hotel Frontage Road Improvements"). H. Because Hotel Frontage Road Improvements will also benefit other property owners in the area, Braintree may elect to establish reimbursement agreements pursuant to chapters 35.72 and 35.91 RCW and the City will assist with this process. Generally, a reimbursement agreement allows a property owner who has installed street and/or utility improvements to recover a portion of the costs of those improvements from other property owners in the vicinity that develop later and use these improvements (collectively, the "Frontage Road Improvement Rei m bu rsement Ag reement"). I. In addition to the improvements required by the Kent City Code, Braintree shall construct additional street improvements and a turnaround or roundabout to the north of the Hotel Property as consideration for the City's conveyance of Old Naden Avenue to Braintree (collectively, the "North Parcel Frontage Road Improvements"), J. The parties have discussed preliminary designs of the hotel and infrastructure improvements, but recognize that these preliminary designs may evolve and may need to be adapted as the development of the Hotel Property progresses, Accordingly, the parties shall negotiate and agree to the terms of a Development Agreement entered in accordance with RCW 36.70B.170 - 210 and KCC 15.08.450, which shall be recorded against the Hotel Property at the Closing after first being adopted by resolution of the City Council of the City of Kent after a public hearing (the "Development Agreement"). The Deveiopment Agreement wiii set forth the details of the hotel design and infrastructure improvements, as well as timelines for both the City and Braintree during construction of the Hotel Project. AGREEMENT The parties therefore acknowledge the truth and accuracy of the foregoing recitals, and agree as follows: 1. Agreement to Sell and Purchase. Subject to and in consideration of the mutual terms and conditions contained in this Agreement, the City agrees to sell and convey to Braintree and Braintree hereby agrees to purchase from the City, subject to the terms and conditions set forth herein, the Hotel Property described in Section 2. 2 DRAFT 2. Property Description. 2.L The Hotel Property is a portion of the parcels identified in Exhibit B-1 and approximately as depicted in Exhibit B-2. The parties agree that the Hotel Property consists of approximately 94,O95 square feet of land. The parties shall exercise commercially reasonable efforts as soon as reasonably possible, but not later than 30 days following the Effective Date, to agree upon a lot line adjustment to identify the location of the northern boundary of the Hotel Property. The City shall submit the agreed upon lot line adjustment to King County for approval. After the approval is obtained, the parties shall execute an amendment to this Agreement setting forth the agreed-upon final boundaries and legal description. The City Council delegates its authority to amend this Agreement to set forth the agreed-upon final boundaries and legal description to the Mayor of Kent. 2.2 The Hotel Property includes all right, title and interest of the City in the following, as they relate to the Hotel Property: buildings, easements, appurtenances, rights, privileges and improvements; water rights; mineral rights; utility rights; rights-of-way, rights of ingress or egress or other interests in, on, or to, any land abutting or adjoining the Hotel Property; governmental licenses, permits and approvals; development rights; plans, specifications and drawings; soils and engineering studies; surveys; and inspection reports and other reports and studies in the possession of the City, if any. 3. Purchase Price. The purchase price for the Hotel Property shall be $28 per square foot, or appr.oximately the sum of $2,634,660.00 (two million six hundred thirty-four thousand six hundred and sixty dollars and 00/100 Dollars) (the "Purchase Price"). The sum of the Purchase Price is dependent upon the total square footage, including any adjustments to the Hotel Property made pursuant to Section 2.1. If the square footage of the Hotel Property is more or less than 94,095 square feet, as identified on the Survey described in Section 8.3 below, the Purchase Price shall be determined by multiplying the square footage of the Hotel Property by $28 per square foot. 4. Payment of Purchase Price. The Purchase Price shall be payable to the City as follows: 4.L Earnest Money Deposit. Within 5 days following the Effective Date, Braintree shall deposit with the Escrow Agent the sum of $100,000.00 (one hundred thousand dollars) ("Deposit") in immediately available funds. The Deposit shall be applied to the Purchase Price of the Hotel Property at the Closing, as set forth in Section 13. The Deposit shall be deposited into a non-interest bearing account with the Escrow Agent. 4,2 Cash to Close. Braintree agrees to pay the Purchase Price in cash on or before the Closing Date as set forth in Section 13.1. 3 DRAFT 4.3 Escrow Agent. The Escrow Agent will be Laura Lau Senior Commercial Escrow Officer, LPO First American Title Insurance Co 920 Fifth Avenue, Suite L2OO, Seattle, WA 98104 Work Phone: (206) 615-3017 Toll Free: (800) 526-7544 Fax: (866) 678-0592 Email : llau@firstam.com 5. The Envisioned Hotel Project. 5.1 Expectations of the Parties. This Agreement sets forth the expectations of the parties with respect to the sale of the Hotel Property, the transfer of Old Naden Avenue and the development of the Hotel Project as defined in Section 5.2. The parties recognize that adjustments may be necessary as Braintree conducts its review and any adjustments to this Section 5 will be negotiated in a Development Agreement as set forth in Section 7. 5.2 Oversight and Management of Hotel Project. Braintree agrees it will oversee and manage the design, permitting, entitlement and construction of an upscale, high quality and well-branded hotel development on the Hotel Property, including the construction of Hotel Frontage Road Improvements and the North Parcel Frontage Road Improvements subject to the terms and conditions of this Agreement ("Hotel Project") and as more specifically negotiated and set forth in the Development Agreement between the parties. 5.3 Construction of Hilton Garden Inn, Braintree agrees, subject to the terms of this Agreement and Hilton approval, to construct a Hilton Garden Inn (Hilton Branded property) with approximately 136 rooms, which will be classified as an upscale hotel project that will feature meeting space, a limited food and l^^.,^-^-^ ^-^-^*i^^ ^^-l ^"aa$ aaani+i^^ a"ah ^- ^ fi+.^^aa aaa*ae -imilsF l-n {-hnucvcl d9tr uPtrt clLtutt clilu 9uE>L ciltrErilLrEs srJLrr qJ a rrLrrEJJ r-ErrLsr rtttiltqt LU Ltts rendering attached as Exhibit E. Braintree and the City acknowledge that the hotel described herein is a preliminary working plan as of the Effective Date, and is subject to due diligence review, approvals, modifications, financing, site plan approval, franchisor approval, and various other factors; however, Braintree and the City agree to work together to agree upon a final hotel design acceptable to both parties and Hilton, and the final hotel design shall be set forth in and established as a condition of the Development Agreement. 5.4 Hilton Approval. Braintree shall exercise commercially reasonable efforts to provide the City with a letter from Hilton establishing that Braintree has obtained a franchise with Hilton for the construction and operation of an upscale, high-quality and well-branded hotel on the Hotel Property, subject to the customary terms and conditions Hilton regularly includes in such approvals (the "Hilton Approval"). Braintree shall obtain the Hilton Approval and provide a written copy of the Hilton Approval to the City within 120 days after the Effective Date of this Agreement. If Braintree has not provided the Hilton Approval to the City on or 4 DRAFT before the conclusion of the 120-day period, the City may, in its sole discretion, terminate this Agreement or allow Braintree additional time to obtain the Hotel Approval by providing written notice to Braintree on or before 150 days following the Effective Date. If the City fails to provide written notice of termination prior to the conclusion of the 150-day period, the City shall be deemed to have provided Braintree the additional time necessary to obtain the Hilton Approval. 5.5 Hotel Frontage Road Improvements. Braintree acknowledges that the design and construction of the Hotel Frontage Road Improvements is required by the Kent City Code and shall be conditions of the sale of the Hotel Property. Braintree and the City acknowledge that the Hotel Frontage Road Improvements constitute a complete satisfaction of traffic mitigation required of the project, subject to the terms and conditions of the Approvals, as defined in Section 5.6. The City shall not require Braintree to provide a traffic study. 5.5.1 Hotel Frontage Road Improvements Requirements. At its cost, Braintree shall design and construct the Hotel Frontage Road Improvements, including a two-lane paved street, with parking lanes, sidewalks and planter strips, in conformance with the City standard set forth in Exhibit F, unless otherwise agreed to by the parties in the Development Agreement. The Hotel Frontage Road Improvements will be located on the easterly side of the Hotel Property line and will start at Willis Street and run north up to the northern boundary of the Hotel Property (currently estimated to be 4LB feet). Construction of the Hotel Frontage Road Improvements means the construction and dedication of improvements such as but not limited to earthwork and excavation; paving or concrete work; street channelization and signing; street lighting systems; curbs, gutters, sidewalks, and landscaping; storm drainage systems; traffic control systems; domestic water systems; conduit and fiber optic systems; and/or other improvements necessary for the paved street to meet City standards, along with the dedication of necessary portions of the Hotel Property for adequate rights-of- way. 5.5.2 The Right-in'^ight-out Intersection. At its cost, and included as part of the Hotel Frontage Road Improvements, Braintree shall also construct an intersection between New Naden Avenue and Willis Street that only allows right turns from Willis Street and right turns onto Willis Street ("The Right- in/Right-out Intersection") in conformance with the standards set forth in Exhibit G, unless otherwise agreed to by the parties in the Development Agreement. For purposes of this Agreement, the Right-in/Right-out Intersection is included as part of the Hotel Frontage Road Improvements. 5 DRAFT 5.5.3 Easements. The City will grant Braintree the easements and/or other property rights necessary to permit construction of the Hotel Frontage Road Improvements on City-owned property (collectively with the Old Naden Road easements described below, the "Hotel Frontage Road Improvements Construction Easements"). 5,5.4 Hotel Frontage Road Improvement Reimbursement Agreement. Under current City Code and the City's Design and Construction Standards, construction of the Hotel Frontage Road Improvements, as set forth in this Section 5.5, and construction or improvement of corresponding water or sewer facilities, would be borne by the area property owner first to develop its property. Chapters 35.72 and 35.91 RCW set forth processes in which the City can contract with owners of real estate for the construction of street, water, or sewer infrastructure improvements in exchange for the partial reimbursement of construction costs associated with those infrastructure improvements by neighboring property owners who subsequently develop and benefit from the infrastructure improvements previously constructed. Braintree may pursue any or all of these reimbursement agreements as may be statutorily allowed, and upon Braintree initiating the process to request the Frontage Road Improvement Reimbursement Agreement the City agrees to assist Braintree in navigating the administrative process and getting the issue before the City Council for consideration. Braintree acknowledges that the City cannot guarantee the success of this process for the Frontage Road Improvement Reimbursement Agreement before the City Council; how costs would be divided amongst affected property owners; the dollar amount included in this reimbursement agreement; or the dollar amount Braintree can expect to receive under any reimbursement agreement. This Section 5,5 shall survive the Closing. 5.6 Approvals. Braintree may seek and obtain any lawfully obtainable approvals and consents required for Braintree's intended use and entitlement of the Hotel PropertrT; including, but not limited to, submitting and obtaining approval from any applicable governmental authority or agency with respect to any development or entitlement of the Property, the plans for Hotel Frontage Road Improvements, the plans for North Parcel Frontage Road Improvements, the Hotel Frontage Road Improvements Construction Easements (across and adjacent to Old Naden Avenue, New Naden Avenue, and the Right-in/Right-out Intersection on City-owned property), the Hotel Design, site plan, construction and landscape drawings, together with such other plans, applications, and approvals necessary for Braintree to commence construction of the Hotel Project immediately following the Closing Date. The City hereby authorizes Braintree to file for and obtain all lawfully obtainable and desired unappealable land use, site plan, platting, parking, lot line adjustments and zoning approvals, from the applicable governmental authorities for the purposes described in this Section, subject to conditions and stipulations acceptable to Braintree (collectively, the "Approvals"). The City agrees to fully cooperate with Braintree in its applications to obtain the Approvals and sign applications, petitions, and similar documents as reasonably requested by Braintree, The City; however, shall not be required to expend funds in excess of 6 DRAFT any funds it would otherwise expend to process similar Approvals for third parties. The Approvals and their conditions shall not conflict with and shall be in accordance with the applicable statutes, regulations and ordinances and Braintree agrees that the City's unwillingness to agree to any condition in violation of these statutes, regulations and ordinances, and the City's imposition of conditions necessary to construct the Hotel Project in accordance with the applicable statutes, regulations and ordinances, will not constitute a default by the City. If Braintree does not obtain the Approvals on or before February 25, 202L, Braintree may elect to terminate this Agreement by providing written notice to the City no later than the Closing Date. Braintree's election to terminate this Agreement pursuant to this Section 5.6 will not constitute a default and the Deposit will be returned to Braintree. 5.7 Schedule for Hotel Project. The City and Braintree shall each proceed with all necessary due diligence and in good faith in all processes involved in seeking and obtaining the Approvals required for Braintree's intended use and entitlement of the Hotel Property. Braintree shall meet the development milestone schedule set forth in Exhibit J (the "schedule"). The City and Braintree agree to promptly and in good faith respond to all questions and concerns raised by City and Braintree staff, architects, engineers and other consultants in order to ensure to the greatest extent practical that the Hotel Project is designed and permitted on or before the dates set forth in Exhibit l. If the City is unable to meet a deadline set forth in Exhibit J, all of the subsequent deadlines shall be extended by a period equal to the City's delay. If Braintree is unable to meet the development milestone schedule, it may ask the City for an extension of a deadline. This request for an extension shall be in writing and state the reasons for seeking the extension. The City shall extend the deadline(s) if Braintree has commenced and continues in good faith to seek to complete the task required by a specific milestone. Otherwise, if BT is not continuing in good faith to complete the milestone task, the City may elect to terminate this Agreement after providing Braintree with written notice to complete the specified milestone within 30 days. The City's election to terminate the Agreement pursuant to this Section 5.7 will not constitute a default by the City. Further, the Deposit will be returned to Braintree. 7 DRAFT 6, The Convevance of Old Naden Avenue in Exchange for the Construction of North Parcel Frontage Road Improvements. 6.1 Old Naden Avenue. Currently, Naden Avenue South runs south from West Meeker Street, bordering the west side of the Naden Properties. The City owns the southern portion of Naden Avenue South in fee simple, subject to certain easements for utilities, as noted in Section 6.2, as depicted in Exhibit D. (*Old Naden Avenue"). In addition to the Hotel Property defined in Section 2, Braintree also wants to acquire, and the City desires to convey, Old Naden Avenue. 6.2 Utilities located on Old Naden Avenue. To the City's knowledge, Old Naden Avenue contains the following utilities: . METRO Sanitary Sewer Line King County Wastewater Treatment Division. Puget Sound Energy (PSE) Natural Gas Line. City water main. Aerial PSE power facilities and power pole . Centurylink aerial facilities and facilities on the PSE power pole The City agrees to provide information to assist Braintree with the process of abandoning or relocating the foregoing utility lines. Braintree acknowledges that the City cannot guarantee the success of any abandonment or relocation and that the City shall not be required to expend any funds in this process. 8 DRAFT 6.3 Conveyance of Old Naden Avenue. 6.3.1 In consideration for the City's conveyance of Old Naden Avenueto Braintree at the Closing, and as more specifically set forth in the Development Agreement, Braintree will construct the North Parcel Frontage Road Improvements, which includes approximately 251 additional lineal feet of street improvements. The North Parcel Frontage Road Improvements shallbe constructed to the same standards as the Hotel Frontage Road Improvements, and shall include a turnaround or roundabout turnaround or roundabout to the north of the Hotel Property as approved by the City. Construction of the North Parcel Frontage Road Improvements will help enhance the Naden Properties and larger Naden corridor, helping it function as a gateway to the City and downtown corridor. 6.3.2 At the Closing the City shall convey Old Naden Avenue to Braintree via Quit Claim Deed in substantial conformance with the form attached as Exhibit H. Upon the recording of the Quit Claim Deed, the Title Company, at the City's expense, shall be prepared to issue to Braintree a standard coverage owner's policy of title insurance ("Owner's Policy") in the amount of the cost of the North Parcel Frontage Road Improvements (as determined by Braintree) insuring that fee simple title to the Old Naden Avenue is vested in Braintree, subject only to Taxes (as defined in Section 10) not yet due and payable and the Permitted Exceptions (as defined in Section 10). Braintree, at its cost, may obtain an extended coverage Owner's Policy and endorsements to such policy and the availability of such policy is a condition of Closing, 6.3.3 Braintree shall grant an easement to King County and the City as beneficiaries in substantial conformance with the form attached as Exhibit I for the METRO Sanitary Sewer Line. Braintree acknowledges that the final form of this easement must be approved by King County. 7. DeveloomentAoreement. 7.L Development Expectations. This Agreement sets forth the expectations of the parties with respect to the sale of the Hotel Property and the transfer of Old Naden Avenue, the development that will occur on the Hotel Property and Old Naden Avenue, and the expectations regarding the conditions of the closing of the sale. The parties recognize that Braintree will conduct a feasibility study of the Hotel Property and Old Naden Avenue in accordance with the terms of this Agreement, and that any adjustments to the development or the conditions of closing of the sale will be negotiated in a Development Agreement that shall become a condition of the closing of the sale of the Hotel Property. 7.2 Negotiation of Development Agreement. Prior to the conclusion of the Review Period, the parties shall exercise commercially reasonable efforts to draft, negotiate and agree upon the form of the Development Agreement, and amend this Agreement to agree upon that form. The City and Braintree shall execute and deliver the Development Agreement at the Closing. The Development Agreement 9 DRAFT shall be in accordance with RCW 36.708.170 - .210 and KCC 15.08.450, after first being adopted by resolution of the City Council after a public hearing. The Development Agreement shall contain details regarding the matters set forth below, as those details cannot be established at the time of the Effective Date. At a minimum, the Development Agreement shall contain provisions that: . Specify the design of the Hotel Project, which shall include: the approximate footprint and height of the building, on-site parking requirements, the facade design, the general landscape design elements, and the manner in which the Hotel Project complements the Interurban Trail; Braintree shall provide to the City component design drawings as Braintree submits those to Hilton;. Specify the design and construction of the Hotel Frontage Road Improvements and the Right-in/Right-out Intersection in substantial '- conformance with Exhibits F and G;. Specify the design and construction of the North Parcel Road Improvements in substantial conformance with Exhibit F;. Provide for a timeline for construction of the Hotel Project;. Provide an easement to the City for the property upon which Hotel Frontage Road Improvements will be constructed by Braintree which allows the City to execute on the bond for the Hotel Frontage Road Improvements required in the City's Design and Construction Standards and to construct or cause the construction of the Hotel Frontage Road Improvements in the event Braintree breaches or otherwise defaults on the Development Agreement beyond the applicable period of notice and cure. 7.3 Recording of Development Agreement. The Development Agreement may contain provisions other than those specified above by agreement of the parties. If the terms of this Agreement conflict with or are different than the terms of the Development Agreement, the terms of the Development Agreement shall nrprrail The f)evelnnment Aorepment shall be recorded in the real nrooertv records.J._-.r.-r*.-,-__---_ of King County, Washington, as necessary to disclose the Development Agreement on title to the Hotel Property. It is mutually agreed that the terms of the Development Agreement touch and concern the land and shall be covenants running with the land, It shall run with the land as binding on the parties and their respective heirs, assigns, successors, legatees, representatives, receivers and trustees and shall continue during and following the development or the cessation of development, lease or transfer of ownership of all or any part of the Hotel Property to the extent provided for in the Development Agreement. 8, Review Period - Braintree's Inspection and Review of the Hotel Prooertv and Old Naden Avenue. 8.1 Inspection and Review. Braintree shall have 27O days from the Effective Date to conduct a review and inspection of the Hotel Property and Old Naden Avenue to determine if the Hotel Project is feasible. During this time, Braintree shall conduct any and all environmental and geotechnical reviews, 10 DRAFT surveys, title reviews, infrastructure requirements, construction requirements, financial reviews, entitlement and permitting requirements, and any other review or assessment necessary for Braintree to determine whether the Hotel Project is feasible on the Hotel Property and Old Naden Avenue. In the event Braintree has failed to complete its review and inspection within the 270-day time limit, and desires additional time to conduct the review and inspection, Braintree shall deliver a written request to the City for an extension, and in such case, Braintree shall be granted an additional 45 days to perform the inspection and review. The City ffidy, in its sole discretion, and if requested by Braintree in writing, provide Braintree with additional time beyond that specified above to conduct the review and inspection, which if granted, shall be in writing. The time spent by Braintree conducting its inspection and review is referred to in this Agreement as the "Review Period." 8.2 Property Information. If the City has the following documents in its possession at the time this Agreement is executed, the City will deliver or otherwise make available to Braintree copies of the following within 5 days of the Effective Date: . A preliminary title reporto An ALTA surveyo A copy of any soils reports, drainage and grading studieso Phase I environmental site assessment(s) All items and information described in this Section 8, together with subsequent additions to or revisions of such documents (collectively, the "Property Information") are being supplied to Braintree without representation or warranty of any kind as to accuracy or completeness and are solely for informational purposes. 8.3 Entry and Inspection. The City hereby grants to Braintree, or its authorized representatives, agents, consultants and contractors, the right to enter upon the Hotel Property and Old Naden Avenue upon 48 hours prior notice, with City representatives having the right to be present during such times, for the purpose of conducting Braintree's review of the Hotel Property and Old Naden Avenue to determine the suitability of the Hotel Property and Old Naden Avenue for Braintree's intended use ("Review"), including the right, at Braintree's expense, to conduct surveys (including a current ALTA/NSPS survey of the Hotel Property ("Survey")), soils tests, engineering studies, and environmental tests and audits, and to otherwise inspect the Hotel Property and Old Naden Avenue to determine the suitability of the Hotel Property and Old Naden Avenue for Braintree's purposes. Notwithstanding anything to the contrary in this Section 8.2, no invasive drilling, investigations, testing, or sampling shall be conducted without the City's prior written and specific approval, which approval shall not unreasonably be withheld, but may be reasonably conditioned so as to protect the Property. 8.4 Indemnification of the City. Braintree acknowledges and agrees that (i) whether the Hotel Property and Old Naden Avenue will be satisfactory to Braintree is unknown; (ii) Braintree's efforts to inspect and investigate the Hotel Property and Old Naden Avenue shall be at its sole risk, cost and expense and (iii) if this Agreement is terminated for any reason other than the City's default, except as 11 DRAFT otherwise provided in this Agreement, Braintree will not be reimbursed by the City for any costs and expenses incurred in evaluating and investigating the Hotel Property and Old Naden Avenue or otherwise in preparing to purchase or finance the Hotel Property and Old Naden Avenue. Braintree shall indemnify, defend and hold the City harmless from and against any and all claims, damages, liability, causes of action, judgments, and expenses (including reasonable attorney's fees and reasonable attorney's fees on appeal) ("Claims") arising out of Braintree's exercise of the rights granted in this Section B, provided Braintree shall not be responsible for any existing condition of the Hotel Property or any claims arising out of the negligence or willful misconduct of the City or its agents, employees, contractors or invitees. 8.5 Failure of Transaction. If Braintree fails to close this transaction, Braintree shall restore the Hotel Property and Old Naden Avenue to its previous condition existing prior to the commencement of the testing or studies. If Braintree elects not to proceed with this transaction, before or after the Review Period, Braintree shall provide to the City all nonconfidential or non-proprietary studies, test results, surveys, drafts, and all other documents or information pertaining to the condition or development of the Hotel Property and Old Naden Avenue upon the City concurrently reimbursing to Braintree the actual, verifiable costs Braintree incurred to obtain such items. 8,6 Construction Performance Bond. The City may require Braintree to obtain a construction performance bond in an amount equal to the full amount of the cost to complete the Hotel Project (the "Bond"). Braintree estimates that the Bond shall cost approximately $200,000. If the City requires Braintree to obtain the Bond, the Purchase Price shall be reduced by an amount equal to the actual cost to purchase the Bond. If Braintree's construction lender likewise requires Braintree to obtain the Bond, as part of the requirements for the construction loan, Braintree shall facilitate and cooperate in the preparation of a Joint Bond-Holder Agreement between the City and Braintree's construction lender, in form and substance reasonably acceptable to the City, Braintree's construction lender, and Braintree. The Joint Bond-Holder Agreement shall establish the bases, among other things, for calling the Bond and the use of the proceeds of the Bond, Execution and delivery of the Joint Bond-Holder Agreement shall be a condition precedent to the obligations of the City and Braintree to close this transaction. 9. The Citv's Review of Braintree's Financinq Plan. The City shall have the opportunity to review Braintree's plan for the financing of the Hotel Project, The City's review shall be conducted prior to Closing. Braintree shall provide to the City for review by an authorized representative of the City on the terms and conditions set forth herein, The City shall have the right to request the following information from Braintree: . Copies of an executed commitment letter and loan documents from a construction lender.. Copies of Braintree's organizational documents.. Project budget for the Hotel Project. t2 DRAFT Construction contract for the Hotel Project consistent with the project budget, including the name of the general contractor, which shall be a general contractor licensed in the State of Washington. 10. Title and Insurance. 10.1 Commitment. Within 10 days following the Effective Date, Braintree shall obtain a commitment for the issuance of an owner's policy of title insurance from the Title Company (the "Commitment") for the Hotel Property in the amount of the Purchase Price, which shall include legible copies of all documents referenced therein, During the Review Period, Braintree shall examine the Commitment and the Survey and provide the City with written notice of any objection to matters shown on the same ("Objections"). Any matters appearing on the Commitment or the Survey that are not objected to by Braintree prior to the conclusion of the Review Period will be deemed to be acceptable to Braintree (collectively the "Permitted Exceptions"). If Objections are so made, the City shall notiff Braintree in writing within 10 days after receipt of the Objections ("City's Title Notice") those matters the City intends to remove or cure at Closing and those matters the City does not intend to remove or cure. Failure by the City to send City's Title Notice will be deemed election by the City to remove or cure all of the Objections on or before the Closing. L0.2 Objections. If the City fails or refuses to cure any Objection, then Braintree shall have the option prior to the Closing to (i) waive such Objection and proceed to Closing, in which event such Objection shall become a Permitted Exception acceptable to Braintree, (ii) cure the Objection, or (iii) terminate this Agreement and the Escrow Agent shall return to Braintree the entire Deposit without execution of any release or consent by the City. Notwithstanding the foregoing, the City shall cause all monetary obligations affecting the Property, including liens, mortgages, or deeds of trust, and all real property taxes and assessments ("Taxes") for prior years to be removed at or prior to Closing. 10.3 Owner's Policy. At Closing, the Title Company, at the City's expense, shall be prepared to issue to Braintree a standard coverage owner's policy of title insurance ("Owner's Policy") in the amount of the Purchase Price insuring that fee simple title to the Property is vested in Braintree, subject only to Taxes not yet due and payable and the Permitted Exceptions. Braintree, at its cost, may obtain an extended coverage Owner's Policy and endorsements to such policy and the availability of such policy is a condition of Closing. 11. Representations and Warranties. The representations and warranties in this Section 11 are relied upon by Braintree in purchasing the Hotel Property and the City in selling the Hotel Property and shall survive Closing. 11.1 The City's Representations and Warranties. 11.1.t Authority. The City is a municipality under the laws of the State of Washington, has complied with any required open meeting laws in relation to this Agreement, and has the full power and authority to enter into a 13 DRAFT this Agreement, and any person executing this Agreement has the authority to do so. LL.L.2 Environmental Representations a. The City represents that to the best of its knowledge, the City is not aware of the existence of, or has caused or allowed to be caused, any environmental condition arising or occurring during the City's ownership of the Hotel Property (including, without limitation, a spill, discharge or contamination). b. The Hotel Property is an assemblage of formerly residential properties and documents from previous property transfers indicate that some of these propefties did contain storage tanks with sewage as part of a septic system and may have contained storage tanks with heating oil. The City agrees to make all of its documents on these properties available to Braintree upon request, 11.1.3 Pending Actions. The City is not aware of any pending actions against the City or against any other person or entity which relate to the condition or use of the Hotel Property and the City has no knowledge of any facts or circumstances which could give rise to such action tL.L.4 Third Party Rights, There are no outstanding and enforceable leases, tenancies, options, rights of first refusal, licenses, leasing or management contracts, or operating or other agreements applicable to or affecting the Hotel Property (and which would continue to affect the Hotel Property following Closing) to which the City is a party or of which the City has knowledge; to the City's best knowledge, no other third party has any right to utilize or possess the Property; and other than this Agreement, to the City's best knowledge, there are no contracts or agreements relating to the sale, exchange or transfer of the Hotel Property or any part thereof. 11.1.5 Compliance with Law, As it relates to the Hotel Property as it exists on the date of the Agreement, the City has not received any notification from any governmental authority requiring any work to be done on the Hotel Property or advising of any condition that would adversely affect the use or development of the Hotel Property. 11.1.6 Frontage Road Improvements. The City is working to secure an easement or dedication from Puget Sound Energy in order to facilitate an option for the construction of a trail as part of the Frontage Road Improvements (the "PSE Property Right"). If the City is unable to obtain the PSE Property Right within 120 days following the Effective Date, the City and Braintree agree that the Frontage Road Improvements shall proceed with an alternative that does not require the PSE Property Right, as will be described in the Development Agreement. T4 DRAFT LL.2 Braintree's Representations and Warranties, 7L.2.I Authority. Hotel Management Services, LLC, d/b/a Braintree Hospitality is a Delawaie limited liability company that has been duly organized and validly existing. Braintree has the full right and authority and has obtained any and all consents required to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been, and all of the documents to be delivered by Braintree at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Braintree, enforceable in accordance with their terms. LI.2.2 Conflicts and Pending Action. There is no agreement to which Braintree is a party or to Braintree's knowledge binding on Braintree which is in conflict with this Agreement. There is no action or proceeding pending or, to Braintree's knowledge, threatened against Braintree which challenges or impairs Braintree's ability to execute or perform its obligations under this Agreement. It.2.3 Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Braintree or any Person who owns any direct equity interest in or controls Braintree currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person and (ii) none of Braintree or any Person who owns any direct equity interest in or controls Braintree is in violation of any applicable laws relating to anti-money laundering or anti- terrorism, including, without limitation, any applicable laws related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and ObstructTerrorism Act of 2OOL, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. For purposes hereof: (1) the term "Person" shall mean any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of Braintree; (2) the term "Prohibited Person" shall mean any Person identified on the OFAC List or any other Person with whom a U.S. Person may not conduct business or transactions by prohibition of Federal law or Executive Order of the President of the United States of America; (3) the term *OFAC List" shall mean the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of foreign Assets Control and accessible through the i nternet website www. treas. gov/ofac/t1 1sd n. pdf. 12. Closino Conditions. The following conditions must be satisfied as of Closing (unless some other date is specified), unless waived in writing by the other party at or prior to Closing: 15 DRAFT L2.t Braintree's Conditions. L2.t.1 All representations and warranties of the City contained within this Agreement shall be true, accurate and complete in all material respects at the time of the Closing as if made again at such time. 12.L.2 Braintree has completed its Review and approved the Hotel Property and Old Naden Avenue on or before the conclusion of the Review Period. 12.1.3 Braintree has obtained the Approvals it has determined are necessary to obtain before closing to develop and construct the Hotel Project. L2.L.4 Braintree has determined on or before the conclusion of the Review Period that financing desired by Braintree for the development of the Hotel Property for Braintree's intended use has been secured. Lz.t.5 The City and Braintree have executed and delivered the Hotel Frontage Road Improvements Construction Easements. 12.1.6 The City and Braintree have executed a Development Agreement as set forth in this Agreement. L2.2 The City's Conditions. L2.2.1 All representations and warranties of Braintree contained within this Agreement shall be true, accurate and complete in all material respects at the time of the Closing as if made again at such time. Braintree shall have performed all obligations to be performed by it by this Agreement on or before Closing. L2.2.2 Braintree provides evidence that its financing plan, as i---- - I !l-------t^ ---^^-.!^l ------:!----! l-u--- --l ---^-..!^l l^--oemonstrate(] tnrou9n execuLe(] cuIIttIilLtnenL reLLer 5 dr ru exeuuLeu tudt I commitment documents, will cover the estimated cost of the Hotel Project. L2.2.3 There are no pending or threatened lawsuits or enforcement actions of a government agency that will jeopardize Braintree's financing plan for the Hotel Project. 12.2.4 The City and Braintree have executed a Development Agreement as set forth in this Agreement. 16 DRAFT LZ.3 Failure of Closing Conditions. If any condition to a party's obligation to proceed with Closing has not been satisfied as set forth in Sections 12'L and L2.2 and has not been waived, then the other party may terminate this Agreement, so long as this party is not in default. If the Agreement has been terminated under this Section 12.3 and Braintree has not defaulted beyond the applicable period of notice and cure, then the Deposit will be returned to Braintree. In addition, all other funds or documents deposited into Escrow by either party will be returned. 13. Closing. 13.1 Closing Date. Closing shall be completed through the Escrow Agent (the "Closing"). Unless another date is agreed to in writing by the parties, the -tosing shall occur on the earlier of March 25,2O2L or before 30 days after Braintiee has obtained all of the Approvals (the "Closing Date"). The Closing shall be held at the offices of the Escrow Agent. The Closing Date shall be extended for any delays in the Schedule caused by the City. L3.2 Documents to be Delivered by the City. For and in consideration of, and as a condition precedent to, the payment to the City of the Purchase Price payable at Closing, the City shall execute and deliver to the Escrow Agent for Closing the following documents (all of which shall be duly executed and acknowledged where required) : L3.2.L Deed. A Warranty Deed ("Deed") for the Hotel Property in substantial conformance with the form attached as Exhibit C and subject only to the Permitted ExcePtions. L3.2.2 Title Documents. All required excise and transfer affidavit(s) required by applicable state and local law to be filed by the City in connection with conveyance of the Hotel Property. L3.2.3 Nonforeian Affidavit An affidavit by the City confirming that the City is not a foreign person within the meaning of 26 U.S.C. $ 1445 and the regulations issued thereunder. t3,2.4 Additional Documents. Such additional documents as might reasonably be required by the Escrow Agent for Closing, including also those documents identified in Section 8. 13.3 Deliveries by Braintree. Braintree shall deliver to the City at Closing the Purchase Price payable for the Closing, together with an executed real estate excise tax affidavit and any other documents reasonably required by the title company for Closing, including also those documents identified in Section 9. L3.4 Costs and Prorations of Closing' t3.4.1 The City shall pay all Taxes levied and assessed against the Hotel Property for all years prior to the Closing Date. Taxes for the year in which the Closing occurs shall be prorated as of the Closing Date, The City L7 DRAFT shall pay all assessments in full (or credit the full assessment against the Purchase Price if such assessments cannot be prepaid) and not merely the current installments of assessments. The City shall pay all real estate transfer taxes, if any. L3.4.2 If applicable, rents, utilities, and other charges and income items shall be prorated as of the Closing Date. The City shall pay all costs of terminating any existing service or maintenance contracts unless otherwise agreed in writing by Braintree. The City shall pay all documentary, transfer, excise or similar charges. L3.4.3 The City shall pay the premium of the standard Owner's Policyin the amount of the Purchase Price. If Braintree intends to purchase an extended coverage Owner's Policy, Braintree shall pay any additional premium required therefor. The City and Braintree shall evenly share the cost of recording the Deed. The escrow fee shall be paid one-half by eachparty. The City and Braintree shall split evenly any miscellaneous closing costs imposed by the Escrow Agent. 13,5 Right to Waive, Braintree reserves the right, in its exclusive discretion, to waive all contingencies and any Braintree conditions to Closing. 13.6 DePosit with the Escrow Agent and Escrow Instructions, This Agreement shall serve as the instructions to the Escrow Agent for consummation of the purchase and sale contemplated within. The City and Braintree agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instruction, the terms of this Agreement shall control. L3.7 Possession. Braintree shall be entitled to possession of the Hotel Property upon Closing, subject only to the permitted Exceptions. L4. Condemnation. If any proceedings in eminent domain or condemnation (collectively, "Condemnation") respecting the Hotel Property or any portion thereofare commenced prior to Closing, Braintree may by written notice to the City terminate this Agreement and the escrow created and be relieved of its obligationto purchase the Hotel Property. If Braintree terminates under this Section 14, the Deposit and other sums delivered to the Escrow Agent or the City by Braintree promptly shall be returned to Braintree and neither Braintree nor the City shall have any further liability to the other and shall be relieved of all obligations underthis Agreement. If Braintree fails to terminate prior to the Closing Date, this Agreement shall continue in effect, there shall be no reduction in the purchase Price, and the City shall, prior to the Closing Date, assign to Braintree, by an assignment agreement in form and substance satisfactory to Braintree, its entire right, title and interest in and to any condemnation award or settlement made or to be made in connection with such Condemnation proceeding. Braintree shall havethe right at all times to participate in all negotiations and dealings with the 18 DRAFT condemning authority and approve or disapprove any proposed settlement in respect to such matter. The City shall promptly notify Braintree in writing of any such Condemnation respecting the Hotel Property. 15. Casualtv. If any earthquake, windstorm or other casualty occurs and materially affects all or any portion of the Hotel Property on or after the date of this Agreement and prior to the Closing, the City shall promptly give Braintree written notice of any damage to the Hotel Property and Braintree may by written notice to the City terminate this Agreement and the escrow created and be relieved of its obligation to purchase the Hotel Property. If Braintree terminates under this Section 15, the Deposit and other sums delivered to Escrow Agent or the City by Braintree promptly shall be returned to Braintree and neither Braintree nor the City shall have any further liability to the other and shall be relieved of all obligations under this Agreement. 16. Default and Remedies. 16.1 The City's Remedies, If Braintree breaches this Agreement, the City may terminate this Agreement and retain the Deposit as liquidated damage as the City's sole and exclusive remedy for the breach, except that the liquidated damage shall be in addition to, and does not limit Braintree's indemnification obligations herein. The City will not be able to recover consequential damages or lost profits. The foregoing shall not, however, limit the City's ability to exercise any rights and remedies available to it in accordance with the Approvals, including exercising on any bond to secure the completion of the Hotel Frontage Road Improvements. Braintree's breaches under this Agreement shall include, without limitation: (i) if Braintree fails to pay permitting or other fees payable to the City in connection with obtaining any Approvals required to construct the Hotel Project, or fails to pay any other amount required to be paid by Braintree under this Agreement within 10 business days of the date when due; (ii) if Braintree assigns, pledges or encumbers its rights, duties or obligations under this Agreement in violation of this Agreement; or (iii) if any representation made by Braintree set forth in Section 11.2 is untrue or breached in any material respect and Braintree fails to notify the City. L6.2 Braintree's Remedies. If the City breaches this Agreement, Braintree may as its sole and exclusive remedy either (i) pursue specific performance of the Agreement, on the condition that any action for specific performance must be brought within 30 business days of the scheduled Closing Date; or (ii) terminate the Agreement, in which event the Deposit shall be returned to Braintree (at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement except for those rights and obligations which by their terms survive any such termination), and the City shall reimburse Braintree for Braintree's actual out-of-pocket third party costs incurred in connection with Braintree's prospective purchase and development of the Property and substantiated in backup documentation in an amount not to exceed $350,000.00. Notwithstanding the foregoing, if specific performance is not available as a remedy as a result of the of the City's intentional acts, Braintree may pursue a claim for damages. The City's breaches under this Agreement shall include, without 19 DRAFT limitation: (i) the City sells the Hotel Property to a third party prior to Closing; (ii) the City unlawfully withholds Approvals; or (iii) if any representation made by the City set forth in Section 11,1 is untrue or breached in any material respect and the City fails to notify Braintree. 16.3 Default and Opportunity to Cure. A party may not declare a default and pursue its rights and remedies for breach and default under this Agreement until and unless notice of the breach has been given to the breaching party the breaching party fails to cure such breach within 10 days after receiving such notice. L7. Notices. All notices required pursuant to this Agreement shall be given in writing and will be deemed properly served or delivered: (i) if delivered in person, or by facsimile transmission with confirmation of receipt, or if facsimile number isn't available, then by email transmission with mailing by U.S. Postal Service within 1 business day; (ii) upon deposit for overnight delivery with any reputable overnight courier service, delivery confirmation requested; (iii) upon deposit with the U.S. Postal Service registered or certified mail and addressed to the parties at the addresses set forth below or such other addresses later specified; or (iv) by email at the email addresses set forth below: If to City:CITY OF KENT Attention: Bill Ellis 220 Fourth Avenue South Kent, WA 98032 Ph: 253-856-5707 Email : wellis@kentwa, gov With copy to:Law Department 220 Fourth Avenue South Kent, WA 98032 Ph:253-856-5770 Fax:253-856-677O cityattorney@ kentwa. gov 20 DRAFT If to Braintree:Braintree Hospitality Attention: Ryan Van Alfen and Jason R, Kotter 918 W. Idaho Street Boise, ID B37Oz Ph: 208-890-3188 Fax: 208-9L7-46L6 Email : j kotter@athlosacademies.org RVa nAlfen @ath losacadem ies. org With a copy to:Lake & Cobb, PLC 1095 W. Rio Salado Pkwy, Suite 206 Tempe, AZ 85281 Attention: J. Gregory Lake, Esq. Phone: 602 523-3000 Fax: 602 523-3000 Email : lake@lakeandcobb.com Any party may change its address for the purpose of receiving notices by written notice to the other party. All notices given will be deemed given upon receipt. The term "receipt" means the earlier of any of the following: (i) the date of delivery of the notice or other document to the address specified above as shown on the return receipt, facsimile confirmation or email, (ii) the date of actual receipt of the notice or other document by the person or entity specified above, or (iii) in the case of refusal to accept delivery or inability to deliver the notice or other document, the earlier of (A) the date of the attempted delivery or refusal to accept delivery, (B) the date of the postmark on the return receipt, or (C) the date of receipt of notice of refusal or notice of non-delivery by the sending party. 18. Miscellaneous. 18.1 Governing Law. This Agreement shall in all respects be governed by the laws of the State of Washington. L8.2 Time. Time is of the essence of this Agreement, and each party agrees to promptly perform any and all acts as are reasonably necessary in connection with the performance of its obligations under this Agreement. 18.3 Severability. If any provision of this Agreement to any extent is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. 18.4 Entire Agreement; Construction. This Agreement constitutes the entire agreement between the parties, has been entered into in reliance solely on its contents, and shall not be modified except in writing signed by both parties. This Agreement supersedes any previous agreements, written or oral, between the parties. All parties to this Agreement have either: (i) been represented by separate legal counsel; or (ii) have had the opportunity to be so represented. Thus, in all cases, the language in this Agreement shall be construed simply and in accordance 2L DRAFT with its fair meaning and not strictly for or against a party, regardless of which party prepared or caused the preparation of this Agreement, 18.5 Binding Effect. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement. 18.6 Assignment. Neither party may assign its rights under this Agreement to a third party without first obtaining the prior written approval of the other party, provided, that no such approved assignment shall operate to release the assigning party from its obligations in this Agreement. Notwithstanding the foregoing, following notice to the City, Braintree may assign its rights under this Agreement to an entity that is controlled, or under common control with, Braintree or its principals. t8.7 Commissions. The City and Braintree represent that neither has worked with or consulted any broker, agent or finder to act in its behalf in connection with this Agreement except for CBRE Hotels (Matthew Behrens) and Seattle Pacific Realty, Inc. (Jeffrey Rosen) (collectively, "Brokers"), The City agrees that it shall be solely responsible for all brokerage commissions and fees due to Brokers per separate agreement. Each party agrees to indemnify, defend and hold harmless the other from and against any and all Claims arising from any claim for brokerage commissions, finder's commissions or other such compensation by any broker or other person based upon a claimed obligation or liability (whether valid or not) of the indemnifying party and the City further agrees to indemnify, defend and hold harmless Braintree from all Claims arising from the City's failure to pay all brokerage commissions and fees due to Brokers. 18.8 Counterparts, This Agreement may be signed in any number of counterparts and by facsimile or email, and once so executed by both parties, each such counterpart will constitute an original, and all of which will together constitute this one Agreement. 18.9 Time, Unless otherwise expressly stated in this Agreement, all time periods shall be deemed to mean calendar days. If any time period under this Agreement expires on a Saturday, Sunday, or day when the recording office in the county where the Hotel Property is located is closed, then the time period shall automatically be extended to the next weekday when such office is open for business. 18.10 Attorneys' Fees. Should either party bring suit to enforce this Agreement, each party shall be responsible for its own attorneys' fees and costs and expert witness fees, if any, incurred in connection with such lawsuit, 18.11 Section 1031 Exchange. The City and/or Braintree may wish to effect an IRC Section 1031 tax-deferred exchange, and each party agrees to cooperate with the other to facilitate such an exchange; provided, however, neither party shall be required to incur additional cost or expense on the other party's behalf, nor shall either party be required to advance or deposit monies in excess of amounts required by this Agreement for purchase of the Hotel Property, and such exchange 22 DRAFT shall not cause any delays in the time periods or Closing Date specified in this Agreement. The exchange must occur at such time and place as will conform to IRC Section 1031, as may be amended from time to time. L8.L2 Marketing. During the term of this Agreement, Braintree may place signs on the Hotel Property marketing and announcing Braintree's intended development. 18.13 Joint and Several Obligations. If any party to this Agreement is composed of more than one person or entity, the obligations of this party shall be joint and several. 18.14 No Waiver. No waiver by either party of any default under this Agreement by the other party shall be effective or binding upon such party unless given in the form of a written instrument signed by such party, and no such waiver shall be implied from any omission by such party to take action with respect to such default. No express written waiver of any default shall affect any other default or cover any period of time other than the default and/or period of time specified in such express waiver. One or more written waivers of any default under any provision of this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other term or provision contained in this Agreement. 18.15 Captions. The captions at the beginning of the several paragraphs, respectively are for convenience in locating the context, but are not part of the text. 18.16 Offer/Acceptance. Upon execution of this Agreement by Braintree, this Agreement will be deemed to be an offer to purchase the Hotel Property upon the terms and conditions stated herein, however, such offer will expire and be deemed withdrawn if not accepted by the City within 10 business days after the date on which Braintree executes this Agreement. The City to execute this Agreement and deliver an executed copy thereof to Braintree and the executed original to Escrow Agent on or before the expiration date set forth above. 23 DRAFT DATED as of the last date set forth below. BUYER: SELLER: Hotel Management Services, LLC, a Delaware limited liability company, d/b/a Braintree Hospitality, or assigns City of Kent, a Washington Municipality By Its By Its Date:Date By Its CONSENTED AND AGREED: First Amerlcan Title Insurance eompany Date: Exhibit List 24 2 A. B. B. c. D. E. F. G. H. I. J. -1 DRAFT Naden Properties Hotel Property - Legal Description Hotel Property - Depiction Warranty Deed Old Naden Avenue Envisioned Hotel Design Hotel Frontage Road Improvement Standard Right-in/Right-out Intersection Standard Quit Claim Deed for Old Naden Avenue Draft METRO Sanitary Sewer Easement Hotel Project Schedule 25 EXHIBIT A NADEN PROPERTIES m*r tr00000010 &100000022 q)00000021 s00000020 d'0000003{l s00000{}31 1t ffs000004.{t ffxt0000050 €0000000s1 il00000052 dt000000e0 il100000aat tr00000081 gl0000a070 ,.-lE j*i#'" W lvle eke StreetN :.. tF!.O Fl I &.a flr,loF oro ,v6, I ;, #-i l.t1gj tt* i :'s' *i" WILLF STREET J t Li DRAFT AGREEMENT ?96 _!';i{'-l II PARCELS OWNED BY THE CITY LEGEND DRAFT AGREEMENT EXHIBIT B- 1 *HOTEL PROPERTY" - Draft Legal Description PARCEL A: Portion of tax lot 2422o49055 That portion of Government Lot 7, in Section24, Township 22 North, Range 4 East, W.M., in King County, Washington, lying North of the North margin of SR 516 (S.S.H. 5-A) line survey as shown on State Highway Map SRl67 Kent So. 285th Street to So. 228th Street, sheet 7 of 10 sheets, approved February 15, 1966, lying East of the West margin of the 100 foot wide Puget Sound Energy right of way (Seattle-Tacoma Interurban Railway), and lying Southwesterly of a line described as follows: Commencing at a point on the west margin of the 100 foot wide Puget Sound Energy right of way (Seattle-Tacoma Interurban Railway), said point being at the intersection with said West margin and the North margin of said SR516; thence Northerly along said West margin 100,00 feet to the point of beginning; thence Southeasterly to a point on said north margin of SR516 lying 30.00 feet Easterly, as measured along said North margin of SR516, from the intersection of the north margin of SR516 with the West margin of the 100 foot wide Puget Sound Energy right of way, said point being the terminus of the herein described line. PARCEL B: Portion of tax lot 6OOOOOOOTO That portion of Section 24, Township 22 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at a point on the West marginal line of the Seattle-Tacoma Interurban Railway (now Puget Sound Power and Light Co.) depot property, which point is 990 feet South of the South margin of Meeker Street in the City of Kent; Thence West 34L02 feet, more or less, to Naden Street; Thence South along the East line of Naden Street 132 feet; Thence East to the West line of depot property of the Puget Sound Power and Light Co.; Thence North along said line to the Point of Beginning. Except that portion condemned in King County Superior Court Cause No. 656683 for road purposes, (Also known as Lot 7, E.H. Naden's Garden Tracts, according to the unrecorded plat thereof) Except the West 117 feet. And except the East 6 feet. PARCEL C: Tax lot 600O000061 That portion of the Southwest quarter of Section 24, Township 22 North, Range 4 DRAFT AGREEMENT East, W,M., described as follows: Beginning at a point which is 354.31 feet West and 66 feet South of a point on the West marginal line of right-of-way of the Seattle-Tacoma Interurban Railway which is distant 858 feet South of the South marginal line of Meeker Street in the City of Kent; Thence running South, along the East marginal line of Naden Street, 66 feet; Thence East 341.02 feet to the West boundary line of the Seattle-Tacoma Interurban Railway property; Thence North along the West boundary of said railway property, to a point due East of the Point of Beginning; Thence West to the Point of Beginning, Except the West 150 feet thereof. (Being known as the South half of Tract 6 of E.H, Naden's Garden Tracts, according to the unrecorded plat thereof. Except the West 150 feet thereof) PARCEL D: Tax lot 6OOOOOOO6O That portion of Government Lot 7 in Section 24, Township 22 North, Range 4 East, W.M., in King County Washington, described as follows: Beginning at a point on the West marginal line of the right-of-way of the Seattle Tacoma Interurban Railway, which is 858.00 feet South of the South marginal line of Meeker Street in the City of Kent; Thence West 354.41feet to Naden Avenue; Thence South along Naden Avenue a distance of 66.00 feet; Thence East to the West marginal line of the right-of-way of the said railway; Thence Northerly along said right-of-way a distance of 66,45 feet, more or less, to the Point of Beginning. Except the East 125 feet thereof. And except that portion thereof condemned in King County Superior Court Cause No. 656683 for road purposes. PARCEL E: Tax lot 600O000063 The West 150 feet of the following: Beginning at a point which is 354,31 feet West and 66 feet South of a certain point in the West marginal line of right-of-way of the Seattle-Tacoma Interurban Railway, 858 feet South of the South marginal line of Meeker Street in the City of Kent; Thence South along the East marginal line of Naden Street, 66 feet; Thence East 341.02 feet to the West boundary line of the Seattle-Tacoma Interurban Railway property to a point due East of the point of beginning; Thence West to the point of beginning; All in section 24, Township 22 North, Range 4 East of the w.M., in King county, Washington; (Also known as the West 150 feet of the South half of Tract 6, E.H. Naden's Garden Tracts, according to the unrecorded plat thereof.) Except that portion lying southeasterly of a strip being 50 feet wide and Northeasterly of a line beginning at a point on the Easterly line of Naden Ave, being a point opposite Highway Engineer's Station 806+00 on the SR 167 line survey of said highway and 230 feet Easterly therefrom; Thence Southeasterly to a point opposite HES (5-A) 2t9+75 on the S.S.H. 5-A line DRAFT AGREEMENT survey of said highway and 75 feet Northerly therefrom; PARCEL F: Tax lot 60OOO00052 The South half of the following described tract: That portion of Government Lot 7 in Section24, Township 22 North, Range 4 East of the W.M., in King County, Washington, described as follows: Beginning at a point on the West boundary line of the Seattle-Tacoma Interurban right-of-way, which is 726 feet South of the South boundary line of Meeker Avenue in the Town of Kent; Thence running West, 340.35 feet; Thence South 132 feet; Thence East 354,31 feet to the West boundary line of the right-of-way of the said railroad; Thence North along the West boundary line of said right-of-way, t32.54 to the point of beginning; Except the West 171 feet thereof; Also except the East 6 feet thereof; (Also known as a portion of Tract 5, E.H. Naden's Garden Tract B, according to the unrecorded plat thereof.) PARCEL G: Tax lot 600OO00051 The West 171 feet of the South half of the following: That portion of Government Lot 7 in Section24, Township 22 North, Range 4 East of the W.M., in King County, Washington, described as follows: Beginning at a point on the East line of Naden Avenue, 726feet South of the South line of Meeker Street, which is the True Point of Beginning; Thence Easterly parallel to the South line of Meeker Street, 340.35 feet, more or less, to the West boundary of the Seattle-Tacoma Interurban right-of-way; Thence Southerly along said line, t32.36 feet, more or less, to a point 858 feet South of the South margin of Meeker Street; Thence Westerly, parallel to the South line of said Meeker Street, 354.31 feet, more or less, to the East line of said Naden Avenue; Thence Northerly along said East line, 132 feet to the True Point of Beginning; Except a portion of said premises deeded to the State of Washington under King County Recording No. 6037892; (Also known as a portion of Tract 5, E.H. Naden's Garden Tracts, according to the unrecorded plat thereof,) PARCEL H: Portion of tax lot 6OOOOOOO5O The North half of the following described property: That portion of Government Lot 7 in Section 24, Township 22 North, Range 4 East of the W.M., in King County, Washington, described as follows: Beginning at a point on the West boundary line of the Seattle-Tacoma Interurban right-of-way, which is 726 feet South of the South boundary line of Meeker Avenue in the Town of Kent; Thence running West 340.35 feet; DRAFT AGREEMENT Thence South L32 feet; Thence East 354.31 feet to the West boundary line of the right-of-way of said railroad; Thence along the west boundary line of said right-of-way, r32.s4 feet to the beginning; Except the East 6 feet thereof; Also except the portion conveyed to the State of Washington under Warranty Deed dated March 25, L966, recorded under recording no. 60246t5; (Also known as a portion of Tract 5, E.H. Naden's Garden Tract B, according to the unrecorded plat thereof,) PARCEL I: Tax lot 6OOO000062 The East 125 feet of the following described tract, measured parallel to the east line thereof: That portion of Government Lot 7 in Section24, Township 22 North, Range 4 East, W.M., in King County Washington, described as follows: Beginning at a point on the West marginal line of the right-of-way of the Seattle Tacoma Interurban Railway, which is 858.00 feet South of the South marginal line of Meeker Street in the City of Kent; Thence West 354.4L feet to Naden Avenue; Thence South along Naden Avenue a distance of 66.00 feet; Thence East to the West marginal line of the right-of-way of the said railway; Thence Northerly along said right-of-way a distance of 66.45 feet, more or less, to the Point of Beginning. Except that portion thereof condemned in King County Superior Court Cause No. 656683 for road purposes. (Also known as the east 125 feet of lot 6, Naden E.H. Garden Tracts, Unrecorded) DRAFT AGREEMENT EXHIBIT 8.2 "Hotel Property" Depiction I ,t t ; LEGEND I PROPERTY NOT INCLUDED IN AGREEMENT DRAFT AGREEMENT EXHIBIT C Wa rra nty Deed After recording return document to: City Clerk City of Kent 22O 4th Avenue South Kent, WA 98032 Document Title: Warranty Deed Reference Number of Related Document: N/A Grantor(s): City of Kent Grantee(s): Hotel Management Services, LLC, dlbla Braintree Hospital Legal Description: See attached Exhibit A Assessor's Tax Parcel Numbers: WARRANW DEED (NADEN AVENUE PROPERTTES) THE GRANTOR, the City of Kent, a Washington municipal corporation, for and in consideration of mutual benefits derived and/or other valuable consideration in hand paid, hereby conveys and warrants to Hotel Management Services, LLC, dlbla Braintree Hospitality, a Delaware limited liability company, THE GRANTEE, the real property legally described in the attached and incorporated Exhibit A, situated in King County, in the State of Washington, and subject to the conditions listed on [_] Title File No , paragraphs [_] as set forth in Exhibit B attached and incorporated: (Signature on Following Page) DRAFT AGREEMENT WARRANTY DEED Grantor: City of Kent R.r. frfamE Oana nafpfr Title: Mayor Date: STATE OF WASHINGTON ) )ss )COUNTY OF KING On this day of 2019, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Dana Ralph, to me known to be the Mayor of the City of Kent, the corporation who executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she is authorized to execute said instrument on behalf of said municipal corporation.. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date hereinabove set forth. NOTARY PUBLIC in and for the State of Washington, residing at MY COMMISSION EXPIRES Accepted and Approved Hotel Management Services, LLC R.r. Name: Title: Date: Page 2 of2 Pages DR.AFT AGREEMENT EXHIBIT A to Warranty Deed Legal Description DRAFT AGREEMENT EXHIBIT B to Warranty Deed Title File No. DRAFT AGREEMENT EXHIBIT D Old Naden Avenue It, i4 yi $ I {' t .4? It {t r.l t ') il l,r LEGEND I PROPERW NOT INCLUDED IN AGREEMENT &-ditF *l r: EXHIBIT E Envisioned Hotel Design DRAFT AGREEMENT Elevation and Layout Design Subject to Change,"*iiar +:;'; tE!!!rl!r!!!!!E!9'h..t-i!ffirffiEi*,Tr"j'j i-\l*,13,n3t'*;':l tltllSNrl pqj!]9!4].jj1!!!!€ihru LNrcrylgtq AEANDONED NADEN WSOOTLIMITEO ACCESS NAOEN AVE. .'!rirrrrrlllll EXHIBIT F Hotel Frontage Road Improvement Standard DRAFT AGREEMENT Ed Io Y'l o N a o oIE o0 oc a aE ate cq E ! 0 copo co.6 o c0 E E 2th @ ozr o r .9 ao )lnFUu od9l, c g NOTE: THIS PLAN I5 NOT A LEGAL ENGINEERING DOCUMENT BUT AN ELECTRON]C DUPLICATE. THE ORIGINAL, SIGNED BYTHE ENGINEER AND APPROVED FOR PUBLICATION IS KEPT ON FILE AT THE CITY OF KENT. A COPY MAY BE OBTAINED UPON REQUEST. ENOIHEERIXO DEPARTIIEI{T CITY Otr' KENT NADEN AVE FROM MEEKER ST TO WILLIS ST DESIGNED COK SCATE NONE S'ANDAfiO PI-AJ'IDRAWN 5P5 HECKED CB OA1E SSSIEMBER. 2OI9 APPROVED oahEm 6-10b 18.5'2'-l I --.-.-z_-LED STREET AND PEDESTRJAN LIGHTING ON WEST SIDE, SEE MEEKER STREET STREETSCAPE DESIGN AND CONSTRUCTION STANDARDS 50' 37' 6',.5 NOTE 3 )olo 2o/o 0,25' HMA PER KDCS 6.15 WEARTNG COURSE (MrN.) TACK COAT 0.25'HMA PER KDCS 6.16 LEVELING COURSE (MIN.) CAN BE COMBINAT:ON OF CRUSHED SURFACING TOP AND OR BASE COURSE MIN. THICKNESS OF 0.67' SUBBASE SHALL BE WSDOT sTD. SPEC. 9-03.14 (1) GMVEL goRRoW WrrH THICKNESS TO BE DETERMINED BY DESIGN PSE R/W P.C,C, SIDEWALK SEE KENT STD. PLAN 6-35 EXCAVATE UNSUITABLE SOIL WHEN EXISTING SUBGRADE CONDIT1ONS REQUTRE. sEE TVSDOT STD. SPEC. 2-03,3(14) E OR KDCS 2.4.C (LxWxD VARIES) PROVIDE GEOTEXTIIE FABRIC MEETING THE REQUIREMENTS OF WSDOT STD. SPEC. 9-33.2(1) TABLE 3, NoN-WoVEN AS DIRECTED, SEE NOTE 6 BELOW. 1.5olo BOTH P.C.C. SIDEWALK SEE KENT STD. PLAN 6.35 KDCS = KENT DESIGN AND CONSTRUCTION STANDARDS. LOOKING NORTH NOTES: 1. THE PAVEMENT WIDTH IS MADE UP OF 2 10.5'-WIDE LANES AND 2 8'-WIDE PARALLEL PARKING ARFAS. 2. THE I'GUTTERS ARE INCLUDED IN THE PARKING AREA; AND THE 0.5. CURB IS NOT INCLUDED IN THE SIDEWALK OR PLANTER STRIP WIDTH. 3, A 6.5'CLEAR WIDTH FOR PEDESTRIAN TRAVEL 15 REQUIRED ON THE SIDEWALK ON THE WEST SIDE OF NADEN AVE, 4. DESIGN SIDEWALK CROSS GRADE SHALL BE 1,50/O 5. ALL DEPTHS ARE MINIMUM COMPACTED IN.PLACE DIMENSIONS. 6. SOIL STABIL]ZATION FABRIC MAY BE REQUIRED BY THE ENGINEER; PRIOR TO THE PLACEMENT OF GRAVEL BORROW, WHEN REQUIRED THE CONTRA TOR SHALL PLACE A NON-WOVEN GEOTEXTILE FABR1C OVER THE PREPARED SUBGMDE WITH A MINIMUM 2 FOOT OVERLAP 7. ASPHALTTEMPEMTURE SHALL NOT EXCEED 325'ATTHE DISCHARGE PLANT, INITIAL BREAKDOWN ROLLING AND COMPAC-NVE REPORT SHALL OCCUR PRIOR TO THE INTERNAL MAT TEMPERATURE REACHING 2250. FINAL COMPACTION DENSIW SHALL BE REACHED PRIOR TO THE INTERNAL MAT TEMPEMTURE BEING ].85A, 8. THE MAXIMUM COMPACTED THICKNESS OF ANY SINGLE ASPHALT UFT SHALL MEET THE REQUIREMENTS OF WSDoT STD. SPEC. 5-04.3(9), WITH WEATHER LIMITATIONS OUTLINED IN 5.04.3(T6) CONSIDERED. 9. THE FACE OF ALL CURB AND GUTTER ABUTTING ASPHALT LIFTS SHALL RECEIVE A UNIFORM BRUSH APPLIED TACK COAT, CSS OR EQUIVALENT, ALL MEFT LINES BETWEEN LIFTS SHALL BE UNIFORM AND VERTICAL, THE METT LINES SHALL BE CLEAN AND TACK COATED. WHEN SUCCESSFUL LIFTS ARE PLACED A TACK COAT SHALL BE UNIFORMLY APPLIED BY A PROPERLY HEATED AND MAINTAINED MECHANICAL DISTRIBUTOR, LONGITUDINAL PAVEMENT ]OINTS SHALL oVERLAP A MINIMUM OF 2 INCHES, TyptCAL. IO. UPON DEVELOPMENT OF THE AREA BOUNDED BY EX]STING NAOEN AVENUE ON THE WEST A}ID THE PSE RIGHT-OF-WAY ON THE EAST, NADEN AVENUE SHALL BE RECONSIRUCTED ALONG THE WESTERN BOUNDARY OF THE PSE RIGHT-OF.WAY, CONNECTING WILUS STREET WIIH MEEKER STREET, CONSTRUCTING A ROUNDABOUT, AND pROVlDlilG RtcHT-lN/RtcHT-OUT ACCESS AT WILIIS STREET. J8296 \ z fRo EXHIBIT G Right-i n/Rig ht-out Intersection Sta ndard DRAFT AGREEMENT I3WSDOT NORTHU'EST REGIONAPPROVED CHANNELZAIION PI-ANRAmffiffinq;-soe4ja-$<- olrz.bttLPRINT ltu < :dauqreenngavAl4dn -genm // f//- o^E z/-a l,qPRNr _atlL4!j[2ta!L_NADEN AVE. S. AND WILLIS STCHANNELIZATION PLANNADEN AVENUE S. AND WILLIS ST.ACCESS IMPROVEMENTSEnginrering DivisionWorks"ctr,j!4\\q.-GEFqEEg,oHATCH LEGEND:H STAMPED COLORED CONCREE - E'DEPilffi ER|CK PAnERNFffi srAMps cdmm coNcREE - E oEpffti=EEH SoUARE PATTERNsE 1/1 SEC. 24, T 22 N, R /t E, W.M:rIt3riIzEmznLilG@RB NOEIOW EDGE UNESNAffiCAND5726:1UNE TAPERNOTEtCURB AND @M-R/w-EOGEOF PAWMENT -ENDENDruRN UNE TAPERSTA 224+55.021. ru SDEWMS RAMPS SAU MEETCURRNT ADA REQUIRETENB TO NEMAXIilUM EXENT FEA98LE.2. DEECTABE WffiNING SURFACES SHAIAE INSTALID P€R EDOT STANDARDPLAN F-45.10-02.st0EwA(NAMC CURA NDSTilPED COLOREDRUfr APRON ilfr ROUDffiIIE EOG€ LINE+flSNNG SIOP1......:.:-J PWER\,\)tre,I5t\IIigIPro{FUUIUIE.EzotsocoIl++NFULJ-tnUUvtIlf'N+@NFv,Uz.fIoFEf, SWBECIN 5726: 1 ISLNDOC UNE TAPERl --2,dt]ij1,-Lr,@JH END ffiIE WE LINEss:19_99'E--:2:-: --usnNc mosswM'"-..,- ..=:.sTs UNE --'-..--sR 510 (WLUS Sr) ! *r..*ts.!&SG UNEhNRB NO W]EfST@ BARgsnNc RAtsmq222+@F-E:'qdeItI----EXI$NG WEEISNNG ORB ANDsTA 219+71.85AmssCHANNEUZATION NOTES[w$oT STANDARD PLAN sHoil tN ERA&ETS]UNE [M-2O.rO-02]ARROW 2SR [M-2{S-O2]ARROW 2SL r[-24.€-02]UNE [M-24.60-O4][il-1a1o-01]UNE [M-2O.10-o2]BERUNE [M-20_10-02]IrrttIIl3'l4r12911*O0100.7ssls&sLto,/434.EX$NG S@RmcLANE UNE [M-20.r0-02]lv-Eo.1r01l201002040$NIN ffiWARNTNG $RFACE [F-4s.10-02]Drawer 245 Scquence 12 23WSI'OT NORI}IIYEST REGIONAPPROVED CHANNELIZATK)N PI.ANR^Frc al6rNfh - ffiscNnl%fv- DAE &o-t1PRINT ldLjlaE_ilqNEERrry/ril.ft ER / tgcNS /t/ //r DAEt/o4rCPRNIW _NADEN AVE. S. AND WILLIS STCHANNELIZATION PLANKttG @ffi EgrulwNADEN AVENUE S. AND WLUS STACCESS IMPROVEMENTSCity ofKcntWotftsffiz.l::qlrlrl_thla/'l--tu'^ lu,: l,- ltoINl+-*--3' l<r-l<IFh lut-l-lzIJl-loIFt<t>IIsE 1/1 SEC. 24, T 22 N, R 4 E, W.M.EXSNNG EDGE tr PA\€YENT\NADEN AWNUEL@& ROrc$-sE-6725ls MPHEWL6ZDESCN DATA BsR 516 (WL!|S ST)MP 4-74 TO MP 4 AtUI UREAN-PRINdPA AREIALNHS HIqWAYumm AmEss - ru[€-67€-67&/$ MPHEE6ZruNCIONI CS$NHS STAruSACffi CoNnOLDESId WrffACCqtODAnd WHtffDOSED/DESfl 9EEDERRANNUq PERGNTAdFLJIJvtUUlnIrOF+tNstFv,Uz=-(,tsqISNNG ED€ OF'^*^'\_sR 516 (wlLLTS ST)sR sr6 (wLus sT)217+Ms.49,06.E , 216+@___Fl^226+@ RA G- 'rornn" -* -ftr PAwMsrJom ND wffi (cuR8 1)SFNNG EDtr SROIGI.ED Tpm sctfl$EN 1 Fffi TfA20100n&+ENGN)$AE IN EN1 /2'S NRBNUq APRilcuRE (cuRB 2)c/LI5 1/2'1 /2'(tN\r'(rN) R.lfER.NOE: AUO FACES S CURB FORCURB 1 AND CURB 2.CURB TRANSMONEXSNNGdRBl,_5,€KSNNGWPICAL ROAD SECTIONCURB Is 5t6 sTA. 219+70 TO * 5t6 STA. 221+€NOT TO SIECEMENT CONCRETETRAFFIC CURB AND GUTTEROF CURBc/L0.5'SEE NOE 212'12'CURB 3ADA RAMP CURB AND GUTTERSL@E,/21tN) R. (m)ENSINCTYPICAI ROAD IiFCTIONCURB 2ROUI{DABOUT TRUCK APRONCETENT CONCRETE CURB & GUTTERL6 frRUv RtEsRAISEOMEDIANvmtEsRAISEDUEDIANffi frRUa7"LB' R.t'-to'sHomdPLANS7'LffiVARIESLANEVNIESffiERE$omON PLNSs 515 sTA. 2+{ TO $ 516 STA 2+10NOT TO SCAE 3WSDOT NORIHWEST REGIONAPPROVED CHANNEI.trATION PLANRAMC ENGINEffi - ARS @ffiAINSgdm_ DAE_flqNEffiING IANAtrRSdED- DAENADEN AVE. S. AND WLLIS ST.ENLARGED PLAN AND SECTIONSNADEN AVENUE S. AND WILUS ST.ACCESS IMPROVEMENTSEogineeringCity of KmtWorksidz l!C-44AA-L-#63.30' LS,T1'qY2,R2'RR221+53.03.(MTDPOTNT)5J.14'LL221+63.93,(ilroPoNT)v>amzonzISUND +nt\tt2'--r-rT#L+2'R61'R2'RR61'+31.16,64.s'A-.+A$A[ IN Eff221+93.73,51.01'L2'RS89'4'32'E, L=3o.98'2'RsR sr6 lwLLrS ST)221+36.+7, 31.02' LI52.50510sE 1/4 SEC. 24, I 22 N, R 4 E, W.M.NOTEI. [L STilPD CilOREO CNCREEsHArr BE a" ilrcx (MrN).SECTION A-AsEcTtol{ B-BNEsEcTroN c4xlsBRICK PAMRN1.52-_!4r.SECTION E€NEsEcnoN D{)NE5IAMFLU UGGLU UONCRLIL IBRtd PAmRN I1.52 I-MAx ltu5IATPLU UOLSLD CNCRLILSruARE PATTERN1.52-!la.BRICX PAMRNT__-4-SECTION F+NE DRAFT AGREEMENT WHEN RECORDED RETURN TO: City Clerk City of Kent 22O Fourth Avenue South Kent, Washington 98032 EXHIBIT H Quit Claim Deed - Old Naden Avenue Grantor:Citv of Kent Grantee Abbreviated Legal Description: Additional Legal Description on: Assessor's Tax Parcel ID No.: STR: QUIT CLAIM DEED THE GRANTOR, the City of Kent, a Washington municipal corporation, for and in consideration of mutual benefits derived and/or other valuable consideration receipt of which is hereby acknowledged by GRANTOR, conveys and quit claims to Hotel Management Services, LLC, dlb/a Braintree Hospitality, a Delaware limited liability company, THE GRANTEE, all its interest, including any after acquired title, in the following described real property parcels, situated in King County, Washington: Legal Description Parcel A: That portion of land described in deeds to the State of Washington recorded October 22, L965, Recording No. 5944139; recorded June 6, L966, Recording No, 6037892; recorded August 30, 1965, Recording No. 5921644; recorded October 15, 1965, Recording No, 5928331; recorded May 5, 1966, Recording No. 6024615; recorded September 7, 1965, Recording No. 5924696, all in the records of King County, Washington and described in Judgment and Decree of Appropriation filed in Superior DRAFT AGREEMENT Court for King County, State of Washington, Cause No. 656683, item 3, dated June 30, 1966, item 4, dated June 28, 1966 described as follows: A strip of land Northerly of the S.S.H. 5-A line survey and Northeasterly of the SR 167 line survey of SR 167 (PSH 5), Kent: So. 285th St. to So. 228th St. being 50 feet in width parallel and contiguous to the following described two lines: Line One: Said strip being 50 feet wide and Northeasterly of a line beginning at a point on the Easterly line of Naden Ave. being a point opposite Highway Engineer's Station (hereinafter referred to as HES) 806+00 on the SR 167 line survey of said highway and 230 feet Easterly therefrom; thence Southeasterly to a point opposite HES (5-A) 2L9+75 on the S.S.H. 5-A line survey of said highway and 75 feet Northerly therefrom and the end of Line One, The sidelines of said 50 foot strips shall be lengthened or. shortened to begin on the Easterly line of said Naden Ave. and end on the Northerly line of the 150 foot wide right of way along the S.S.H. 5-A line survey of said SR 167 and measured at right angles and perpendicular to the points of beginning and terminus of the described centerlines. Line Two: Said strip being 50 feet wide and Northerly of a line beginning at a point opposite HES (5-A) 22L +90 on the S.S.H. 5-A line survey of said highway and 75 feet Northerly therefrom; thence Westerly parallel with said line survey to a point opposite HES 219+75 and the end of Line Two. Except any that portion lying within the 50 foot strip described in Line One above EXCEPT, GRANTOR reserves to itself an easement for public right-of-way purposes over, along and across the southerly 15 feet thereof. (Signatures on following page) DRAFT AGREEMENT GRANTOR: By Its : f)ana Ralnh Mavor Date: STATE OF WASHINGTON COUNTY OF KING I ceftify that I know or have satisfactory evidence that Dana Ralph is the person who appeared before ffi€, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Kent to be the free and voluntary act of such pafty for the uses and purposes mentioned in the instrument, Dated -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. (Signature) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires ) ) ) ss. DRAFT AGREEMENT WHEN RECORDED RETURN TO City Clerk City of Kent 220 Fourth Avenue South Kent, Washington 98032 EXHIBIT I Draft METRO Sanitary Sewer Easement Grantor : Citv of Kenf Grantee Abbreviated Legal Descri Additional Legal Description on : Fxhihit "A" Assessor's Tax Parcel ID No.: STR: SANITARY SEWER EASEMENT THE GRANTOR, Hotel Management Services, LLC, dlbla Braintree Hospitality, a Delaware limited liability company, for and in consideration of mutual benefits derived and/or other valuable consideration receipt of which is hereby acknowledged by Grantor, conveys and quit claims to the GRANTEES, City of Kent, a Washington municipal corporation and King County Wastewater Treatment Division,a perpetual, non-exclusive Sanitary Sewer Easement, for the operation, maintenance, extension, construction, alteration, reconstruction and repair of the existing 72 inch diameter METRO sewer line ("METRO Sewer Line") over, under, through, across and upon the following described real property, situated in King County, Washington: SEE EXHIBIT "A'' ATTACHED DRAFT METRO SEWER EASEMENT - Paqe REOUIRES APPROVAL OF KING COUNTY DRAFT AGREEMENT Grantee shall have the right, without prior institution of suit or proceeding at law, at times as may be necessary, to enter upon the above-referenced property with the necessary equipment for the purposes of altering, installing, operating, maintaining, extending, constructing, repairing, and reconstructing the METRO Sewer Line, or making connections to that system, without incurring any legal obligation or liability; provided, however, that the private improvements existing within this easement area and the immediately adjacent incidental areas shall not be disturbed or destroyed, or in the event they are disturbed or destroyed, they will be replaced in as good a condition as they were immediately before the properties were entered upon by the Grantee. Grantors shall retain the right to use the surface of this easement, including the immediately adjacent incidental areas, so long as that use does not interfere withthe uses described in this document. Grantee acknowledges that parking, landscaping, irrigation equipment, retention, and related improvements do not interfere with its uses. Grantee shall at all times exercise its rights under this easement in accordance with the requirements of all applicable statutes; orders, rules and regulations of any public authority having jurisdiction. Grantee accepts the easement area in its present physical condition, AS IS, and subject to all liens, encumbrances, easements, covenants, conditions and restrictions and other matters of record or visible upon inspection of the easement area. Grantee acknowledges that other pipelines, drainage lines, and utility lines already exist in the easement area. Grantee shall not interfere with, obstruct, or damage, in the exercise of its rights pursuant to this Sanitary Sewer Easement, dfly other such pipelines, drainage lines, and utility lines. Grantee shall construct, keep, and maintain its sanitary sewer system and all related facilities and pipelines in good condition and repair, and diligently and timely perform all repairs, maintenance, replacement, and reconstruction required to keep it fully-functional in accordance with best practices for such facilities. Except in emergencies, Grantee shall schedule all work in the easement area in advance by written notice to Grantors given at least five business days before Grantee proposes to do work in the easement area. Grantee acknowledges that Grantors' properties will be used for commercial purposes, and Grantee shall take all reasonable efforts to minimize noise and disruption to Grantors' customers and employees and shall promptly repair and replace all damaged pavement, sidewalks, parking areas, curbs, landscaping, sprinkler systems, and other improvements on Grantors' properties damaged by Grantee's activities. DRAFT METRO SEWER EASEMENT - Page REOUIRES APPROVAL OF KING COUNTY DRAFT AGREEMENT This Easement shall be a covenant running with the land, and shall bind Grantors' successors and assigns and all future owners of the real property affected by this easement. GRANTOR: STATE OF WASHINGTON COUNTY OF KING I certify that I know or have satisfactory evidence that _ is the person who appeared before ffi€, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: DRAFT METRO SEWER EASEMENT - Page REOUIRES APPROVAL OF KING COUNTY te By Its Da ) ) ss. ) -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written, (Signature) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires DRAFT AGREEMENT EXHIBIT A Legal Description DRAFT METRO SEWER EASEMENT - Page REOUIRES APPROVAL OF KING COUNTY EXHIBIT J Hotel Project Schedule DRAFT AGREEMENT Task Name Duration'Predecessors H-HGI-KENT-GU smartsheet II_HG I-KI]N'I-CU PSA 0xecution - Franehisc Approval / Due Diligenoe Franchise Approval from Hilton (Concurront with that se pi11 york on Phasc I [invironmcntal,Ceotechnical as well as 10[ line adjrstment surveying). ImportanX to note ihat should thissite.require' a Phasc II Dnvironmenial or otherwisi 0ivironmintal Site Invesiigat ion, thiscould prolong timeframes. Internal schematic design kickoff on,l pretlminarv iitc pianr,'ngcolrcutrent with frarrchise approval Design Commencomunt. I'lcasr: N0l'[ - lle will.submit drawing iterations to hoth liiltqn and the Cityof Kent. llilton revier ryili coincidc vitlr,the City of Kent's revi<rw. In thc-cvent ttat i6" -iiy (rf Kent comments eithe| contradioL or conflir:l wirL llilton design guidelinos or:rpprovals, thenllilion spcci{icntions vill suporseded that of 0ity. Subrnit to Hilton & City of Kent (100% Schenral,ic Dcsign Review) llraintrec Pre-rlppl ication lleeting with City of Konr Civil PrL.-Submittal Chccklist. yith Ciry of Kr.nt Braintre'c Conlnent lncorporerrion & Coordinalion, Dcsign DcvelopntenL rJrawings tregin fiy DlwntovrrDesign Review. Domtovn Design Rovier (3 rooks) - 7/6/20 Downlown Design Review-Second Review {3 weeks - if needed) Submit to l{ilton & City of Kent Review (I00s Dcsign Developmerrt Review) Final Hilton Revier (4 veeks) !lr':tinlree Conuent Incorporalion & Cocldinaaion. Ctrnstruction Dooulrcnl (C0) Drawings Prr:grc-^s. Subait to City of Kent for Civil Construction Perait (5vesks) lt/ZB/ZO Ilrain(te" {lr)mmr'nt lnc(,rporation & Coordinzrt,ion. Review Ciry ol Kent Civil Coilucnts rnd Rr:submit(2 wccks) Submit to City of Kent for Civil Subsequent lleview (3 reeks) liraintrc.c Comrn,'n1 [n.rrrpotzrt]ion & Coordination. Reviev Ciry of (enL Civil 0omments itnti Resubmit(2 wecks) Submit to City of Kent for Civil Subsequent Rcvicr (3 weeks) 'Hotsl Building Permit- City of Kent Royier Subnlsslon for Construction psrnit (100S CD Raviev)7/7/27 llraintree srhnit ro 0ity of Kent for lluiiding Comncnts anrj Resubmrt Building Perrrit to City of Kent for Subsequent teviev Braintroc subnit to City ol Kent for Building CoiltnenLs anil Rcsut,mit Building Permit to City of Kent for Subsequent Reviev Civil Pcrmii Received tluilding Pcrnrit Received (Con.strucrion Comnrenced post {}ir.l & AwarrJ) *NOTE: AIl. entitlements and apptovals ril1 run concurrontly viih architectural so that rightafter 100fr reviet t€ can tecelvs building perrit. These things outlined inJtre alo*" scheZule areareas that ve can control, Fe qehnot contiol tinefraues for fD0T ipp"o""i", Ciii of Kent ravievapprovals, Puget Sound Energy, etc' and this neods to be taken into or"ouni'on F$A extensions. 1 2 ? 430d i?0d l2t)d 4 1d 2td id I i.l 90d 2td 2ld :)0{l 90d Jod l4d 2Id 14d 21t r4d l4d 14d t4d ld td 1 5 6 7 B 9 10 11 12 4n 14 '15 to 17 1B 19 20 21 22 ZJ 24 25 5 5 6 12SF -30d o 9 t2 19SS -30d 14 15 16 FssA L7 " ' p4'. nltl ; e,h^.it to^ 21 t^J.,6ltBEFI 22 18 23 26 28 29 30 31 32 Expoded on December 17,2019 7:50:47 AM CST 2019/20 SNOW AND ICE PREPAREDNESS PLAN COMMITTEE OF THE WHOLE DECEMBER 17, 2019 SR 515 Benson Hwy Lake Fenwick Rd Snow & Ice Priority Routes Secondary Routes Residential Collectors Probable Road Closures Meeker St East Hill Shops Materials Material Storage Anti Icing Application Anti-ice/De-Ice Routes Anti-ice/De-Ice Storage Tanks Increased Storage Capacity r' P [III-- 35th Pl Residential Roadways Windrow Probable Road Closures S 277th St James St 116th Ave at SE 248th StS 212th St Maintenance & Repairs Communication GPS Data Automatic Vehicle Location (AVL) System Winter Weather Hazards 79th Ave S 7770 - _tea" • _ . �,--_ "� _. - � _=��-- Ar .,."At- t Meeker St 97th Pl S Central and Smith Downed Tree Locations Titus 148th between 240th St & 249th St 152nd Ave SE and SR 516 S 228th St . . . . . . . . . . . . . . . . . aq .3 FRI,ri Jij Ilk 7- .- - R60 Washington State Water/Wastewater Agency Response Network Committee of the Whole December 17, 2019 What is WARN? How does a utility get assistance during an emergency? Are member utilities required to respond and send resources? What role does the agreement play? How is WARN different from the statewide mutual aid program managed by emergency management? What are the benefits of WARN? Title Lorem Ipsum Dolor LOREM IPSUM DOLOR LOREM IPSUM DOLOR LOREM IPSUM DOLOR 76th Ave S Road Raising Committee of the Whole December 17, 2019 76th Avenue S Flooding Roadway Flooding: Oct 2016 Roadway Flooding: Feb 2017 •76th Ave S is in the heart of the Kent Manufacturing and Industrial Center which provides a significant amount of manufacturing, industrial, advanced technology and related employment. •City applied for and was successful in receiving a $2.5 million grant from the Transportation Improvement Board. •The project will Raise approximately 2,700 lineal feet of 76th Ave S 1.5 feet above the FEMA 100 year Flood Elevation. Overview 76th Ave S Road Raising 76th Ave South Flooding, Feb 2017 West Hill Reservoir Committee of the Whole December 17, 2019 Consultant Design Contract with RH2 Engineering, Inc. Fire Flow Requirements 0 1,000 2,000 3,000 4,000 Residential/Multi-Family Commercial Industrial Gallons Per Minute 1988 2018 2018 2016 2017 2017 August 29, 2017 Brush Fire August 6, 2019 Car and Brush Fire Proposed West Hill Tank w �`�. � }, ��• � ��� � y� ; � ,: ���Tr i=„'�'= _�c��� .'irS�rl-'•'r ;3e"x;=+.:3+R''s-•' ..-.---'*->• -_ � 1J.-._•.�• _ ��__ - - i�a" t ARR r� � .r�! .- E' +• ��}'r r� �s-M�Iitary.''RIA.-J. � ^�R 'tiwr3 j,. Or. Mot OL f rr titer ZgN 21 i f ir. ad'� M1 ' J - - •-1�. r J _ •`!! • ",.�'' JF e� a. x 4r. w r" � Proposed West Hii'I Pump Station ■ '�-'-�_ ,``'� ti`a:'" ❑❑ Pump Stationsa-�'' �•-4 Reservoir s -ti I to,`y+` +:y� „, r. ■ - Constructed Water Main ` T ' ra„L ,l;}�,�A h.. 4 Proposed Water Line �00+•'�� r ,y f � I �/5� ` • , ,� 1 � admag-S.aprx _-0 .Y°'f i :'.:j t�l.,�.. t Gee:••: '-' .. GN, andthe CSSVser Community West Hill Pressure Zones West Hill Reservoir Rendering West Hill Reservoir Rendering Construction of the 640 East Hill Reservoir Completed 640 Reservoir R55AP03211t16t2019 - 11t30t2019Gity of KentCity Council Check Summary ReportAccounts Payable Cover SheetWe, the membersof the City Councit, City ofKent, King County, Washington, do hereby certify that themerchandiseor services specified have beenreceived, and authorize payment on 1113012019 forvouchers totaling g,606.54 for the funds tisted below.Finance Directoruncil President1211212019 17:28:54*7General FundStreet FundPublic Safety Retiree HealthLodging Tax FundCapital Resources FundCriminal Justice FundHousing & Comm Dev FundOther Operating Projects FundStreet Capital Projects FundParks Capital Projects FundTechnology Capital ProjectsWater FundSewer FundDrainage FundSolid Waste FundGolf FundFleet Services FundCentral Services FundFacilities Management Fundlnsurance FundPayroll Clearing FundUtility Clearing FundAgency and Clearing Fund908,591.40203,094.7371,434.448,000.0035,525.48'155,653.5034,859.04137,056.99428,855.7244,288.07325,602.97836,436.281,855,314.20632,641.9712,175.8814,791.05319,849.54213,802.39109,241.28441,247.O91,491,188.2534,659.0855,297.19Total8,369,606.54