Resolution 5871 - Laserfiche WebLink

C RIVERFRONT PROPERTY DISPOSITION AGREEMENT EXECUTIVE SUMMARY The anticipated Riverfront Development(the "Development")will be governed, as a matter of contract, by the proposed Property Disposition Agreement("PDA"). The PDA addresses both the sale of the property owned by the City(the "City Property") and the rights and obligations of the developer, OliverMcMillan, LLC ("OM"), and the City related to the Development and surrounding infrastructure. The City Property includes the area depicted in the drawing attached to this Summary. For purposes of the PDA, the City Property is segregated into the portion generally comprising the former Simpson mill site (the "Simpson Site"), the portion generally comprising the former landfill (the "Landfill Site") and the area generally comprising the former Eclipse mill site (the "Mill Site"). Pursuant to the PDA, the City Property will be sold to OM for a cash purchase price of $8,000,000.00. As conditions to closing, OM is obligated to incur an additional $400,000 in third party development costs related to the Development, and the City will need to obtain a clarification of the FEMA Flood Insurance Rate Map and cause certain title encumbrances to be removed. The City and OM also will need to finalize an agreement addressing a variety of environmental matters (the"Environmental Indemnity and Landfill Agreement") and obtain an acceptable Prospective Purchaser Consent Decree or amendment to the existing Consent Decree from the Washington department of Ecology("Ecology"). The agreed upon material terms of the Environmental Indemnity and Landfill Agreement set forth in Exhibit K to the PDA and the final Environmental Indemnity and Landfill Agreement must be substantially consistent with those terms. The City also may need to clarify the status of the Simpson Site with Ecology if the current no further action letter should be withdrawn prior to closing. The deadline for satisfying all of the closing conditions is September 30, 2007. Closing must take place within 20 days after all of the closing conditions have been satisfied. At closing, the City is to receive a Lease for the existing animal shelter, which Lease will expire one year from the closing date, subject to a possible limited extension, and a Lease for the existing Public Works Yard,which will expire on September 28, 2007. In addition to the Leases, the City will be granted certain easements on the City Property allowing it to maintain various existing facilities and utilities and to preserve and provide certain required access rights. In addition to the sale of the City Property, the City is agreeing in the PDA, for a period of 10 years, to provide OM with a limited first right to negotiate with the City for the purchase of the adjacent so-called "Drywall Parcel," described in Exhibit C to the PDA, if the Drywall Parcel should become available for purchase from the City. If OM elects not to purchase the Drywall Parcel, the City agrees to record a limited restrictive covenant prohibiting uses that would be commercially incompatible with the Development. After closing, OM will be obligated to proceed with the filing and prosecution of various required permits and approvals, which are generally identified in Exhibit L to the PDA. If certain Key Development Permits are not obtained by OM with terms and conditions that are 06107-0063/LEGAL12979654.1 1