City Council Regular Meeting Agenda Tuesday, October 2, 2018 6:00 PM

Council Chambers, 18415 101st Ave NE, Bothell, WA City Council Regular Meeting Agenda Tuesday, October 2, 2018 6:00 PM

Members of the City Council: Mayor Andy Rheaume, Deputy Mayor Davina Duerr, Councilmember Tom Agnew, Councilmember Rosemary McAuliffe, Councilmember James McNeal, Councilmember Liam Olsen, Councilmember Jeanne Zornes

Members of the Staff: City Manager Jennifer Phillips, Assistant City Manager Torie Brazitis, City Attorney Paul Byrne, Public Works Director Erin Leonhart, Finance Director Tami Schackman, Community & Economic Development Director Michael Kattermann, Parks & Recreation Director Nik Stroup, Human Resources Director Mathew Pruitt, Information Services Director Joe Sherman, Police Chief Carol Cummings, Fire Chief Bruce Kroon, and City Clerk Laura Hathaway

1. Call to Order, Roll Call, Pledge of Allegiance

2. Meeting Agenda Approval

3. Review Projected Agenda

4. Review Public Engagement Opportunities

5. Staff Briefing:

a. Vision 2050 – Michael Kattermann, Community Development Director

6. Council Committee/City Manager Reports

7. Visitor Comment – 3 minutes per person

8. Consent Agenda

Pgs. 5-10 a. Minutes – September 18, 2018 Regular Meeting and September 25, 2018 Special Meeting Recommended Action: Approve the September 18, 2018 and September 25, 2018 meeting minutes as presented. City Council Regular Meeting October 2, 2018 Page 2 of 3

Pgs. 11-12 b. AB # 18-139 – Approval of August 1-31, 2018 Payroll & Benefit Transactions Recommended Action: Approve payroll direct deposit transactions #2000117385 - #2000118076, in the amount of $1,845,443.41; payroll and benefit checks #38033 - #38097 plus wire benefit payments #543 - #547, in total amount of $1,956,007.43, for August 1, 2018 – August 31, 2018 payroll that were approved and paid by the City Auditor.

Pgs. 13-22 c. AB # 18-140 – ILA with the City of Woodinville for Shared Use of the Road Maintenance Materials Recommended Action: Authorize the City Manager to execute an Interlocal Agreement with the City of Woodinville for shared use of road maintenance materials.

th th Pgs. 23-38 d. AB # 18-141 – ILA with Alderwood Water District for 236 /35 Culvert Replacement Project Recommended Action: Authorize the City Manager to enter into an Interlocal Agreement with Alderwood Water & Wastewater District for the 236th Street SE/35th Avenue SE Pavement Restoration.

Pgs. 39-42 e. AB #18-142 – Supplemental Agreement No. 1 with Perteet for Pavement Preservation Design Recommended Action: Authorize the City Manager to supplement the professional services contract with Perteet, Inc., in the amount of $150,000 for the design of the pavement preservation overlay project to be constructed in 2019.

Pgs. 43-50 f. AB # 18-143 - Interlocal Agreement with Snohomish Health District for Per Capita Contribution for Health District Services. Recommended Action: Authorize the City Manager to execute the 2018 interlocal agreement with the Snohomish Health District in the amount of $22,500.

9. New Business

Pgs. 51-52 a. AB #18-144 – 2019-2021 Legislative Agenda & Policy Manual Recommend Action: Provide feedback to Ms. Murray and Ms. Helder regarding the top legislative priorities for 2019-2021.

Pgs. 53-132 b. AB #18-145 –Professional Services Agreement for Broker Services Recommended Action: Authorize the City Manager to execute, in substantially the same form as presented, the Professional Services Agreement with Kidder Mathews for a commission rate ranging from .75% to 3% based on the property’s sales price.

10. Closed Session

a. Labor Negotiations pursuant to RCW 42.30.140 (4)(a)

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11. Executive Session

a. Potential Litigation pursuant to RCW 42.30.110 (1)(i)

SPECIAL ACCOMODATIONS: The City of Bothell strives to provide accessible meetings for people with disabilities. If special accommodations are required, please contact the ADA Coordinator at (425) 806-6151 at least one day prior to the meeting.

Copies of agenda bills and attachments listed in this agenda may be obtained from the City Clerk's Office the Friday before the meeting. PRELIMINARY AGENDA: The preceding is a preliminary agenda; other items may be added and action taken on matters which do not appear above. Bothell City Council meetings are aired live on Bothell Community Television (BCTV) Channel 21/26 (Comcast/Verizon) (available to Comcast and Verizon Cable customers within Bothell City limits). Meetings are generally replayed according to the following schedule (subject to change): Wednesday following the meeting at 10 a.m.; Friday, Saturday and Sunday following the meeting at 10 a.m. and 7 p.m. City Council and Planning Commission meetings and the BCTV schedule are viewable online at w ww.bothellwa.gov

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October 2, 2018 Agenda Packet Page 4 of 132 City Council Regular Meeting Minutes Tuesday, September 18, 2018 6:00 PM

1. Call to Order, Roll Call, Pledge of Allegiance

Mayor Rheaume called the meeting to order at 6:01 PM. Boy Scout Troop 651 led the Pledge of Allegiance.

Councilmember McAuliffe absent and excused.

2. Meeting Agenda Approval

The meeting agenda was approved as presented.

3. Review Projected Agenda

There were no changes to the Projected Agenda.

4. Review Public Engagement Opportunities

Mayor Rheaume reviewed upcoming public engagement opportunities.

5. Special Presentations

a. Proclamation – Diaper Need Awareness Week

Mayor Rheaume presented the proclamation to Eastside Baby Corner Board Member Tim Schmidt.

b. Proclamation – Pollution Prevention Week

Mayor Rheaume presented the proclamation to Surface Water Program Coordinator Christi Cox.

c. King County Councilmember Claudia Balducci – District 6 Update

King County Councilmember Claudia Balducci updated Council on King County activities, specifically those affecting District 6.

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6. Council Committee/City Manager Reports

Councilmembers provided updates on various regional committees.

7. Visitor Comment

Whitney Neugebauer – spoke regarding the Phase II Purchase of the former Wayne Golf Course.

David Bain - spoke regarding the Phase II Purchase of the former Wayne Golf Course.

Lori Dunham – spoke regarding ADU Code Amendments.

8. Executive Session

Council adjourned to Executive Session to discuss Potential Litigation pursuant to RCW 42.30.110(1) (i) at 6:32 PM. No action expected. Mayor Rheaume stated Council would reconvene to regular session at 6:55 PM.

Council reconvened at 6:55 PM.

9. Consent Agenda

a. Minutes – September 4, 2018 Recommended Action: Approve the September 4, 2018 meeting minutes as presented.

b. AB # 18-132 – Approval of July 1 – August 31, 2018 Vouchers Recommended Action: Approve the following July 1 - Aug 31, 2018 vouchers totaling $5,473,835.96 approved and paid by the City Auditor:

July Vouchers totaling $3,162,660.21 • Wire No. 318,535, and 5350 • Check No. 202446-203067 August Vouchers totaling $2,311,175.75 • Wire No. 320,322, and 538 • Check No. 203068-203543

c. AB # 18-133 – Council Liaison to Landmark Preservation Board Recommended Action: Appoint Councilmember Olsen as the Council Liaison to the Landmark Preservation Board.

d. AB # 18-134 - Addendum 2 to Interlocal Agreement for Medic One Services Recommended Action: Approve Addendum 2 to the Interlocal Agreement with Shoreline Fire and direct the City Manager to execute as presented.

October 2, 2018 Agenda Packet Page 6 of 132 City Council Regular Meeting Minutes September 18, 2018 Page 3 of 4

e. AB #18-135 – Acquisition of Snohomish County-Owned Tract Containing Stormwater Detention Facility Recommended Action: Approve acquisition of Tract B at no purchase cost, and authorize the City Manager to sign all necessary acquisition documents and take other actions necessary to acquire Tract B.

MOTION: Deputy Mayor Duerr moved approval of the Consent Agenda as presented. Councilmember Agnew second. The motion carried 6-0. Councilmember McAuliffe absent and excused.

10. Public Hearing

a. AB # 18-136 – Accessory Dwelling Unit (ADU) Code Amendments Recommended Action: Preliminarily approve the Proposed Ordinance contained in Attachment 3, amending code provisions relating to ADUs.

Mayor Rheaume opened the Public Hearing at 6:56 PM.

Senior Planner David Boyd presented and entertained Council questions.

The proposed code amendments are: 1) allow carriage housing over garages; 2) allow added height for 2-story ADUs; 3) allow home-occupancy ADUs.

Public Comment:

Cary Westerbeck – spoke in support of code amendments.

Louise Dickens – spoke in support of code amendments.

Council is asked to preliminarily approve the code amendments subject to SEPA approval. They will come back for final approval on the Consent Agenda once that is done.

MOTION: Councilmember Duerr moved to close the Public Hearing. Councilmember Agnew second. The motion carried 6-0. Councilmember McAuliffe absent and excused.

MOTION: Councilmember Duerr moved approval of the recommended action. Councilmember Agnew second. The motion carried 6-0. Councilmember McAuliffe absent and excused.

Mayor Rheaume closed the public hearing at 7:25 PM.

11. New Business

a. AB #18-137 –2017-2018 Results of Operations – 5th and 6th Quarter Budget Status Reports and 2019-2020 Biennium Revenue Estimate Memorandum Recommended Action: This is a regularly scheduled, legally required quarterly fiscal update. No action requested.

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City Manager Jennifer Phillips presented the 5th and 6th Quarter Budget Status Reports and the 2019-2020 Biennium Revenue Estimate Memorandum for Council’s consideration and review and entertained Council questions.

Ms. Phillips stated there are some challenges with the General Fund and that at the end of the 6th Quarter, the City has a $3.2 million dollar deficit. The City will have to dip into General Fund Reserves to balance the 2017-2018 budget. She identified several reasons for the deficit: four of the downtown properties have not sold (still have contamination issues); several union contracts were approved that included retroactive pay that were not budgeted for, and there were other operational challenges.

Ms. Phillips addressed strategies going forward including instituting a hiring chill to balance this biennial budget and bring forth a balanced 2019-2020 budget.

Mayor Rheaume asked about using REET monies to pay the lease payments on City Hall. Ms. Phillips stated that unfortunately REET money has been allocated for other capital projects.

Ms. Phillips stressed that other proprietary funds are okay. She will have more information on October 9 and 16.

b. AB #18-138 – Receive and File Report on Financing the Phase II Purchase of the Former Wayne Golf Course. Recommended Action: Receive and file this report.

Parks Programming and Grants Manager Tracey Perkosky presented and entertained Council questions.

Council thanked Ms. Perkosky for her work on this project. No action taken.

12. Executive Session

Council recessed at 8:00 PM and convened into Executive Session at 8:10 PM to discuss Potential Litigation pursuant to RCW 42.30.110(1)(i). No action anticipated; Council expected to adjourn at 9:00 PM.

13. Adjourn

Council adjourned at 9:00 PM.

Submitted for Approval on 10/2/2018.

October 2, 2018 Agenda Packet Page 8 of 132 City Council Special Meeting Minutes Tuesday, September 25, 2018 Rooms 107/108

Members of Staff: City Manager Jennifer Phillips, City Attorney Paul Byrne and City Clerk Laura Hathaway

1. Call to Order, Roll Call, Pledge of Allegiance

Mayor Rheaume called the meeting to order at 5:30 PM. All Councilmembers were present.

2. Motion to Suspend the Rules of Recording

Councilmember Agnew moved to suspend the rules of recording. Councilmember Zornes second. The motion carried 7-0.

3. Teambuilding Exercises

Karen Reed of Karen Reed Consulting LLC, conducted teambuilding exercises based on individual councilmember interviews.

Council recessed at 7:08 PM and reconvened at 7:18 PM.

4. Adjourn

Mayor Rheaume adjourned the meeting at 8:44 PM.

Submitted for approval: 10/2/2018

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October 2, 2018 Agenda Packet Page 10 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: October 2, 2018 Action Study Session AB #: 18-139

Subject: Consider Approval of Payroll & Benefit Transactions August 1, 2018 – August 31, 2018

Budget Impact/Source of Funds: Various

Staff Presenter/Department: Maureen Schols, Deputy Finance Director

Executive Summary:

The payroll and benefit direct deposit, wire and check transactions have been approved and paid by the City Auditor for the period of August 1, 2018 – August 31, 2018.

Category: Consent

History:

• City Council adopted an ordinance on June 5, 2000, appointing the Finance Director/City Treasurer as City Auditor to approve vouchers for weekly payment. Consistent with state statutes the City Council is then required to ratify this action.

Recommended Action:

Approve payroll direct deposit transactions #2000117385 - #2000118076, in the amount of $1,845,443.41; payroll and benefit checks #38033 - #38097 plus wire benefit payments #543 - #547, in total amount of $1,956,007.43, for August 1, 2018 – August 31, 2018 payroll that were approved and paid by the City Auditor.

Attachments:

1. Check and direct deposit listing for August 1, 2018 – August 31, 2018. (For Council distribution only. Check listings are available for review in the Finance Department.)

Jennifer Phillips, City Manager: Date: 09/23/2018

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October 2, 2018 Agenda Packet Page 12 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: October 2, 2018 Action No Action AB #: 18-140

Subject: Consider Approval of an Interlocal Agreement with the City of Woodinville for Shared Use of Road Maintenance Materials (Deicer Liquid)

Budget Impact/Source of Funds: Nominal Administrative Fee Revenue to Street Fund

Staff Presenter/Department: Jaclynn Brandenburg, Deputy Public Works Director - Operations

Executive Summary:

Staff requests Council approve an Interlocal Agreement (ILA) with the City of Woodinville for the purpose of providing shared use of the City of Bothell’s deicer storage facility and material during winter weather events. The City currently has a storage facility to store road maintenance materials including tanks and piping to hold and distribute liquid deicer supply. The storage facility is located at the City of Bothell’s Shop 1 building off Brickyard Road, in close proximity to Woodinville and easily accessible even in times of inclement weather. The City has been in an Interlocal Agreement with City of Woodinville for this purpose since 2012 and that agreement expired in June 2018. The new agreement would retain the same terms as the previous ILA.

Within the proposed agreement, the City of Bothell agrees to continue to own, operate, and maintain the necessary storage tanks, piping, plumbing and pumps to store and discharge deicer liquid into tank trucks. The City also agrees to purchase deicer liquid from outside suppliers and store it within the City’s storage tanks. The City of Woodinville will be notified of the deicer price per gallon when purchases are made, and agrees to pay the market price per gallon, including sales tax, that the City of Bothell pays for the deicer liquid, plus an additional 15 percent administrative fee per gallon of deicer it obtains from Bothell. Both parties mutually agree to a system to track and monitor such usage. This agreement terminates on June 30, 2024 or as otherwise terminated based on the terms of the ILA.

Category: Consent

History:

• February 7, 2012 - Council approved an Interlocal Agreement with City of Woodinville for shared use of road maintenance materials under the same terms as the recommended agreement

October 2, 2018 Agenda Packet Page 13 of 132 Agenda Bill # 18-141 Page 2

Recommended Action:

Authorize the City Manager to execute an Interlocal Agreement with the City of Woodinville for shared use of road maintenance materials.

Attachments:

1. Interlocal Agreement with City of Woodinville for Shared Use of Road Maintenance Materials (Deicer Liquid)

Jennifer Phillips, City Manager: Date: 09/23/2018

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INTERLOCAL AGREEMENT BETWEEN CITY OF BOTHELL AND CITY OF WOODINVILLE FOR SHARED USE OF ROAD MAINTENANCE MATERIALS (DEICER LIQUID)

THIS INTERLOCAL AGREEMENT (“Agreement”) is made and entered into by and between the City of Bothell, a municipal corporation (the “City”), and the City of Woodinville, a municipal corporation (“Woodinville”) located in Woodinville, WA, for the purposes set forth below.

WHEREAS, the City currently has a storage facility to store road maintenance materials including tanks and piping to hold and distribute deicer liquid supply; and

WHEREAS, the City has a storage facility that is in close proximity to Woodinville and is easily accessible even in times of inclement weather; and

WHEREAS, the City agrees to provide Woodinville access to the facility and the ability to utilize the deicer liquid supply during winter weather events; and

WHEREAS, the City has agreed to sell the deicer material to Woodinville, and;

NOW, THEREFORE, the City and Woodinville wish to enter into this Agreement outlining purchase, use, operation and maintenance, and other conditions that enable Woodinville to purchase from Bothell deicer liquid stored at the Bothell Public Works facility.

I. OBJECTIVE OF AGREEMENT The objective of this agreement is to define terms and conditions for use and maintenance of the City’s deicer liquid storage facility, the purchase of deicer material, and other conditions as outlined in this Agreement.

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II. RESPONSIBILITIES OF THE PARTIES A. The City agrees to own, operate and maintain the necessary storage tanks, piping, plumbing and pumps to store and discharge into tank trucks deicer liquid. B. The City shall consult with Woodinville but will make the final decision on the type of deicer liquid to store in its tanks. C. The City agrees to purchase deicer liquid from outside suppliers and store it within their storage tanks and notify Woodinville what the price per gallon of deicer liquid is whenever such purchase is made. D. The City shall allow Woodinville access to their deicer liquid storage tanks. Woodinville shall endeavor to give two-hour notice to the City before accessing the site and obtaining deicer liquid during normal business hours. E. Woodinville agrees to pay the market price per gallon that Bothell pays for the deicer liquid, plus sales tax, and 15 percent administrative fee for every gallon of deicer it obtains from Bothell (see Attachment A). F. The City will invoice Woodinville monthly for material used. Invoices shall be due and payable to the City within thirty (30) days of the date of such billing; thereafter, and unpaid balance shall be delinquent and subject to a penalty of one percent per month of the amount of the overdue balance until paid. G. The performances of the duties of the parties provided hereby shall be done in accordance with standard operating procedures and customary practices of the parties. H. No provision of this Agreement shall relieve either party of its public agency obligations and or responsibilities imposed by law. I. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement.

III. DURATION OF AGREEMENT This Agreement shall become effective on this _____day of ______, 2018, or the date of execution of the Agreement by both Parties and shall remain in effect until June

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30, 2024.

IV. SEPARATE ENTITY NOT CREATED The precise organization, composition and nature of any separate legal or administrative entity created thereby together with the powers delegated thereto, provided such entity may be legally created. If no such entity is being created, state that no separate entity is being created. If a separate legal entity is not created, you must include a provision for an administrator or a joint board that will be responsible for administer the cooperative undertaking. There must also be a statement regarding the manner of acquiring, holding and disposing of real and personal property used in the joint or cooperative undertaking. A. Unless otherwise specifically provided herein, no separate legal entity is created hereby, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. The identity of the parties hereto is as set forth hereinabove. B. Unless a joint oversight and administration board is created as provided herein, the oversight and administration of the Agreement shall be by the respective named representatives identified in Paragraph XI hereof, or their designees. C. Unless otherwise specifically provided herein, any real property to be held in connection herewith, if applicable, shall be held as the separate property of the party or parties in whose name(s) the property is/was acquired.

V. TERMINATION A. This Agreement may be terminated in whole or in part, for convenience without cause, prior to the termination date specified in Paragraph III, upon thirty (30) days advance written notice. B. This Agreement may be terminated by either party, in whole or in part, for cause prior to the termination date specified in Paragraph III, upon thirty (30) days advance written notice. Reasons for termination for may include, but are not limited to, nonperformance; misuse of funds; and/or failure to provide related reports/invoices/statements as specified in Paragraph II.

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C. If the Agreement is terminated as provided in this section: (l) each Party will be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the effective date of termination; and (2) each Party shall be released from any obligation to provide further services pursuant to this Agreement. [If either of these two are applicable to this agreement.] D. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Agreement or law that either Party may have in the event that the obligations, terms and conditions set forth in this Agreement are breached by the other Party.

VI. AMENDMENTS This Agreement may be amended at any time by written agreement of both Parties. Such requests will only be approved if the proposed change(s) is (are) consistent with and/or achieves the goals stated in the scope and falls within the activities described in the scope.

VII. HOLD HARMLESS AND INDEMNIFICATION The City and Woodinville shall protect, indemnify, and hold harmless its officers, agents, and employees from and against any and all claims, costs, and/or issues whatsoever occurring from actions by the City and Woodinville and/or its subcontractors pursuant to this Agreement. The City and Woodinville shall defend at their own expense any and all claims, demands, suits, penalties, losses, damages, or costs of any kind whatsoever (hereinafter "claims") brought forth and arising out of or incident to the City and Woodinville execution of, performance of or failure to perform this Agreement.

IX. INSURANCE The City and Woodinville, at its own cost, shall procure by the date of execution of this Agreement and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with performance of work pursuant to this Agreement by the City, its agents, representatives, employees, and/or subcontractors. The limits of this insurance shall be

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$1,000,000 per occurrence combined single limit of liability coverage in its self insured layer that may be applicable in the event an incident occurs that is deemed to be attributed to the negligence of the member.

X. SEVERABILITY If any section, subsection, sentence, clause or phrase of this Agreement is, for any reason, found to be unconstitutional or otherwise invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions.

XI. NOTICE Any notice required or permitted under this Agreement shall be deemed sufficiently given or served if sent to the City of Bothell and the City of Woodinville at the addresses provided below

Jaclynn Brandenburg Rick Roberts Deputy Public Works Director - Operations Public Works Director City of Bothell City of Woodinville 18415 101st Ave. NE 17301 133rd Avenue NE Bothell, WA 98011 Woodinville, WA 98072 [email protected] [email protected]

or to such other respective addresses as either party hereto may hereafter from time to time designate in writing. All notices and payments mailed by regular post (including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing.

XII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties. There are no

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terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties.

XIII. WAIVER OF SUBROGATION The [other party] and the City hereby mutually release each other from liability and waive all right of recovery against each other for any loss caused by fire or other perils which can be insured against under fire insurance contracts including any extended coverage endorsements thereto which are customarily available from time to time in the State of Washington, provided, that this paragraph shall be inapplicable to the extent that it would have the effect of invalidating any insurance coverage of the [other party] or the City.

XIV. COMPLIANCE WITH REGULATIONS AND LAWS The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington. Jurisdiction and venue for any action arising out of this Agreement shall be in King County, Washington.

XV. ASSIGNMENT The parties shall not assign this Agreement or any interest, obligation or duty therein without the express written consent of the other party.

XVI. ATTORNEYS’ FEES If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agreement, and in the further event that one party shall substantially prevail in such action, the losing party shall, in addition to all other payments required therein, pay all of the prevailing party’s reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney’s fees in the trial court and in any appellate courts.

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XVII. NONDISCRIMINATION Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or the presence of any sensory, mental or physical handicap be discriminated against or receive discriminatory treatment by reason thereof.

XVIII. FILING Copies of this Agreement shall be filed with the Auditor’s Office of the county in Washington State in which the property or project is located, the Secretary of State of the State of Washington; and the respective Clerks of the parties hereto; Provided that as an alternative, the Agreement may be listed by subject on the City's web site or other electronically retrievable public source.

IN WITNESS WHEREOF this Agreement has been executed by each party on the date set forth below:

Jennifer Phillips, City Manager Brandon Buchanan, City Manager

Date Date

APPROVED AS TO FORM APPROVED AS TO FORM

Paul Byrne, City Attorney Jeff Ganson, City Attorney

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Date Date

ATTACHMENT A (SAMPLE FINANCIAL CALCULATION)

Market cost of material (MCM) equals the market cost of deicer liquid material per gallon (gal) paid by Bothell to its supplier.

Material (MCM) x (gal/used by Woodinville) = $______Sales tax (9.5%) x (MCM) (gal/used) = $______Administrative Fee (15%) x (MCM) x (gal/used) = $______

TOTAL SUM OF ABOVE = $______

Last Legal Update: 2014 - Page 8 October 2, 2018 Agenda Packet Page 22 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: 10/02/2018 Action x No Action AB #: 18-141

Subject: Interlocal Agreement with Alderwood Water & Wastewater District for the 236th Street SE/35th Avenue SE Pavement Restoration

Budget Impact/Source of Funds: $10,658.40 funded from the Adopted Pavement Management and Preservation Program and will be fully reimbursed by Alderwood Water & Wastewater District

Staff Presenter/Department: Christina Curtis, Capital Projects Engineer, Public Works

Executive Summary:

The City of Bothell intends to replace the culvert crossing 236th Street SE at 35th Avenue SE, requiring the relocation of a conflicting waterline owned by Alderwood Water & Wastewater District (AWWD).

AWWD has begun a project, anticipated to end in October 2018, to replace the same section of water main at the following locations: • 35th Avenue SE, approximately 100 feet north and 100 feet south of the intersection with 236th Street SE, and • 236th Street SE, approximately 40 feet east of the intersection with 35th Avenue SE.

In an effort to coordinate and avoid overlapping pavement restoration work of both projects as a result of utility excavation, staff recommends that AWWD place a standard pavement patch above the utility trench upon completion of their project rather than restoring a full lane width as required.

The City will then include pavement restoration within the limits of the water main utility trench as part of the City’s 2019 Asphalt Patching contract.

Because it is already in their plans, AWWD will reimburse the City for design, management and construction costs of their portion of that pavement restoration work, which is estimated at $10,658.40. Staff recommends approving an Interlocal Agreement with AWWD so the City will be reimbursed for these costs.

Category: Consent

History:

N/A

October 2, 2018 Agenda Packet Page 23 of 132 Agenda Bill # 18-141 Page 2

Recommended Action:

Authorize the City Manager to enter into an Interlocal Agreement with Alderwood Water & Wastewater District for the 236th Street SE/35th Avenue SE Pavement Restoration.

Attachments:

1. Vicinity Map 2. Interlocal Agreement between City of Bothell and Alderwood Water & Wastewater District - 236th St SE/35th Ave SE Pavement Restoration

Jennifer Phillips, City Manager: Date: 09/23/2018

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Legend ATT-1: VICINITY MAP Feet 236th St SE at 35th Ave SE : Culvert to be Replaced The City of Bothell delivers this data (map) in an AS-IS condition. GIS data (maps) are produced by the City of Bothell for internal purposes. No representation or guarantee is made concerning Proposed Pavement Restoration the accuracy, currency, or completeness of the information provided. Date: 9/21/2018

Culvert Intending to be Replaced

236 S T S E 35 AVE SE

AWWD Pavement Restoration Work over New Water Main

October 2, 2018 Agenda Packet Page 25 of 132 Path: Q:\PW\CIP\Christina_C\Project MXDs\35th_236th_AreaMap.mxd

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October 2, 2018 Agenda Packet Page 26 of 132 ATT-2

Interlocal Agreement with AWWD

[See Attached]

October 2, 2018 Agenda Packet Page 27 of 132 INTERLOCAL AGREEMENT BETWEEN CITY OF BOTHELL AND ALDERWOOD WATER & WASTEWATER DISTRICT 236th St SE/35th Ave SE Pavement Restoration

THIS INTERLOCAL AGREEMENT (“Agreement”) is made and entered into by and between the CITY OF BOTHELL, a municipal corporation (the “City”), and ALDERWOOD WATER & WASTEWATER DISTRICT, a public utility district (the “District”), for the purposes set forth below.

Recitals

WHEREAS, the City has concluded that the 236th St SE culvert replacement project and the 2019 asphalt patching project (the “Project”) are necessary in order to provide an acceptable level of transportation services and surface water management; and

WHEREAS, the District operates and maintains existing water and sanitary sewer facilities in the public road rights-of-way; and

WHEREAS, the District holds franchises for occupancy of public road rights-of- way and is required, as a condition of its franchises and state law, to relocate and adjust its facilities at its own expense to accommodate public road improvements; and

WHEREAS, in the course of the Project, it is advantageous for the District to restore pavement and adjust the District’s existing facilities (the “Utility Work”); and

WHEREAS, the City is the lead agency for the construction of the Project; and

WHEREAS, it is advantageous for the project schedule to include the District’s Utility Work in the City’s Design Contract and it is deemed to be in the best interest of the public and the District to include necessary items of work, as requested by the District, into the City’s construction contract proposed for this Project; and

WHEREAS, the parties are authorized to enter into an interlocal agreement pursuant to chapter 39.34 RCW in order to jointly accomplish the Project.

NOW, THEREFORE, the City and District wish to enter into this Agreement outlining the work and associated cost for the pavement restoration and adjustment of some of the District’s existing facilities within the Project limits.

Agreement

I. OBJECTIVE OF AGREEMENT

The objective of this agreement is to set forth the mutual obligations and rights of the City and the District for the accomplishment of the Utility Work described in Exhibits “A” and “B”, which are attached hereto and incorporated herein by this reference.

Last Legal Update: 2014 - Page 1 of 11 October 2, 2018 Agenda Packet Page 28 of 132 II. RESPONSIBILITIES OF THE PARTIES

A. The City shall act as the lead agency on the Project and will be responsible for compliance with the Development Standards and Specifications published by the District and the City during the design and construction phases of the Project. The City’s Project Manager shall act as the administrator of this cooperative undertaking.

B. For the Project, the City shall (i) have the City’s Design Contract include the Utility Work into the City’s plans and specifications; (ii) print and distribute the Contract Specifications and Plans; (iii) administer the advertisement for construction; and (iv) award and administer the contract, including accountings, making payments to the Contractor, and keeping the Project records.

C. The City, acting for and on behalf of the District, shall provide construction management and inspection for the District. The City will provide copies of all daily inspection reports for work involving the District’s Utility Work on a weekly or other agreed upon interval. Inspection of construction activities shall not constitute a guarantee or warranty of the adequacy of performance.

D. The District shall be solely responsible for all costs associated with the Utility Work and shall reimburse the City in accordance with the terms of Section V below.

E. The District shall make all reasonable efforts to cooperate with the City’s Contractor in facilitating the Utility Work and make necessary personnel available so as to not delay the Contractor’s construction schedule.

F. The District shall, within ten (10) calendar days after notification of completion of the Utility Work, issue notification of any deficiencies or issue written notification of acceptance. The City’s Contractor will correct the identified deficiencies. If, after the ten (10) day period, notification has not been received by the City, the Utility Work shall be considered complete and accepted by the District, even without a separate written notification of acceptance.

G. The District may, if it desires, furnish an inspector on the Project. Any costs for such inspector will be borne solely by the District. All contact between said inspector and the City’s contractor shall be through the City’s on-site representative who will be identified by the City.

H. The District shall maintain any utility facilities constructed under this Agreement from the date of acceptance of the facilities by the District. In accordance with this Agreement and the terms of the District’s franchise, the cost of any future improvements and/or maintenance, repairs, or corrections to any utility facilities covered under the terms of this Agreement shall be the exclusive responsibility of the District unless covered under the contract performance period.

I. The performances of the duties of the parties provided hereby shall be done in accordance with standard operating procedures and customary practices of the parties.

Last Legal Update: 2014 - Page 2 of 11 October 2, 2018 Agenda Packet Page 29 of 132 J. No provision of this Agreement shall relieve either party of its public agency obligations and/or responsibilities imposed by law.

K. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement.

III. DURATION OF AGREEMENT

This Agreement shall become effective immediately upon the signing by all parties and recording with the Snohomish County Auditor and shall remain in effect until the Utility Work has been accepted by the District and the District has paid the City in full; provided, that the respective indemnification obligations of the City and the District in Section VIII shall survive the expiration or termination of this Agreement. The parties anticipate that the Project will be completed by December 31, 2019.

IV. SEPARATE ENTITY NOT CREATED

No separate legal entity is created hereby, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. The identity of the parties hereto is as set forth hereinabove.

V. FINANCING

A. The District agrees to set aside funds for payment to the City for the Utility Work in an amount not less than the estimate of cost for the Utility Work Design; cost for the bid items for the Utility Work and for an amount necessary to reimburse the City for construction management, inspection services, and administration services related to the Utility Work. The District’s estimate of costs for design and construction are shown in Exhibits “A” and “B”, which are attached hereto and incorporated herein. A summary of combined total costs of design and construction is provided in Exhibit “C”, attached and incorporated herein.

B. The City shall provide the District with properly executed invoices showing expenditures on the District’s portion of the Project. Invoices shall be based on Contractor’s unit price bid on the Utility Work. Invoices shall be paid by the District within thirty (30) days of receipt by the District. Payment by the District shall not constitute an agreement as to the appropriateness of any item or acceptance of the work so represented.

C. The District shall pay the City for the following costs:

(i) 100 percent of the final cost of all contract items related to the District’s Utility Work, as shown in the bid proposal of the successful bidder; and

(ii) The cost of any extra work associated with the Utility Work within the 20% contingency, and any costs for extra work that have been approved in accordance with Section VII.

Last Legal Update: 2014 - Page 3 of 11 October 2, 2018 Agenda Packet Page 30 of 132 D. Upon completion of the Project, a final audit of the Project shall be conducted in accordance with standards of the City. At the time of the final audit, all adjustments required shall be made and shall be reflected in a final billing to the District. Within thirty (30) days of receipt of the audit and final billing, the District shall notify the City of any objections to the audit and/or billing. If no objections are filed, the District shall make final payment to the City and such final payment shall constitute an acceptance by the District of the City’s costs and accounting.

VI. TERMINATION

A. This Agreement may be terminated in whole or in part, for convenience without cause, prior to the termination date specified in Paragraph III, upon thirty (30) days advance written notice.

B. This Agreement may be terminated by either party, in whole or in part, for cause prior to the termination date specified in Paragraph III, upon thirty (30) days advance written notice. Reasons for termination may include, but are not limited to, nonperformance; misuse of funds; and/or failure to provide related reports/invoices/statements as specified in Paragraph II.

D. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Agreement or law that either Party may have in the event that the obligations, terms and conditions set forth in this Agreement are breached by the other Party.

VII. AMENDMENTS

A. This Agreement may be amended at any time by written agreement of both Parties. Such requests will only be approved if the proposed change(s) is (are) consistent with and/or achieves the goals stated in the scope and falls within the activities described in the scope.

B. There may be unforeseen conditions requiring immediate resolution during the construction phase of this agreement such as construction disputes and claims, changed conditions, and/or changes in the construction work. Reimbursement for increased construction management and/or construction contract amount shall be limited to costs covered by a modification, change order, or extra work order approved as follows:

i. Should it be determined that any change from the contract plans and specifications is required, the City, through the City Engineer, shall

Last Legal Update: 2014 - Page 4 of 11 October 2, 2018 Agenda Packet Page 31 of 132 have authority to make such changes up to the amount of the “Contingency” shown in Exhibit “B” as may be adjusted in accordance with the accepted bid price.

ii. Any change in the work which would cause the “Grand Total” cost to exceed the amount shown in Exhibit “B”, will require a Letter of Understanding, signed by both the City’s Public Works Director or his/her designee and the District’s General Manager or his/her designee, describing changed scope of work and estimated change in the Utility Work cost.

iii. Each party, in the event of a claim by the construction contractor, shall be responsible for its share of a claim filed by the contractor arising out of that party’s portion of the Scope of Work.

VIII. HOLD HARMLESS AND INDEMNIFICATION

A. The District agrees to defend, hold harmless and indemnify the City and its elected and appointed officials, agents and employees from and against any and all claims, costs, demands and obligations of whatsoever nature arising by reason of the District’s participation in this Project including any act or omissions of the District, its employees, agents, contractors or elected or appointed officials, whether attributable to the negligence of the District or otherwise. The District further agrees to defend at its own expense all suits or actions of whatsoever nature brought against the District or the City, arising from the District’s participation in this Project. All claims, demands and obligations resulting from the concurrent negligence of the City and the District shall be shared, based upon the percentage of fault attributed to each party as either mutually agreed or determined by the trier of fact.

B. The City agrees to defend, hold harmless, and indemnify the District and its elected and appointed officials, agents and employees from and against any and all claims, costs, demands and obligations of whatsoever nature arising by reason of the City’s participation in this Project including any act or omissions of the City, its employees, agents, contractors or elected or appointed officials, whether attributable to the negligence of the City or otherwise. The City further agrees to defend at its own expense all suits or actions of whatsoever nature brought against the District or the City, arising from the City’s participation in this Project. All claims, demands and obligations resulting from the concurrent negligence of the City and the District shall be shared, based upon the percentage of fault attributed to each party as either mutually agreed or determined by the trier of fact.

C. The City and the District hereby specifically and expressly waive any and all immunity under industrial insurance, Title 51 of the Revised Code of Washington, and agree that the foregoing waiver was mutually negotiated by the parties. Further, the indemnification obligations of the parties under this Agreement shall not be limited in any way by insurance or any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability

Last Legal Update: 2014 - Page 5 of 11 October 2, 2018 Agenda Packet Page 32 of 132 benefits acts or other employee benefits acts; provided, however, that the parties' waiver of immunity by the provisions of this section extends only to claims against the District by the City or claims against the City by the District and does not include, or extend to, any claims by the parties' employees directly against either party or claims by any third-party contractor against either party.

IX. SEVERABILITY

If any section, subsection, sentence, clause or phrase of this Agreement is, for any reason, found to be unconstitutional or otherwise invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions.

X. NOTICE

Any notice required or permitted under this Agreement shall be deemed sufficiently given or served if sent to the City of Bothell and District at the addresses provided below:

City of Bothell AWWD Christina Curtis, PE David MacDonald, PE Capital Project Engineer Engineer Public Works Department Capital Projects Department 18415 101st Ave. NE 3626 156th Street SW Bothell, WA 98011 Lynnwood, WA 98087

XI. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties.

XII. WAIVER OF SUBROGATION

The District and the City hereby mutually release each other from liability and waive all right of recovery against each other for any loss caused by fire or other perils which can be insured against under fire insurance contracts including any extended coverage endorsements thereto which are customarily available from time to time in the State of Washington, provided, that this paragraph shall be inapplicable to the extent that it would have the effect of invalidating any insurance coverage of the District or the City.

Last Legal Update: 2014 - Page 6 of 11 October 2, 2018 Agenda Packet Page 33 of 132 XIII. COMPLIANCE WITH REGULATIONS AND LAWS

The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein. This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington. Jurisdiction and venue for any action arising out of this Agreement shall be in Snohomish County, Washington.

XIV. ASSIGNMENT

The parties shall not assign this Agreement or any interest, obligation, or duty therein without the express written consent of the other party.

XV. ATTORNEY FEES

If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other party with respect to this Agreement, and in the further event that one party shall substantially prevail in such action, the losing party shall, in addition to all other payments required therein, pay all of the prevailing party’s reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney’s fees in the trial court and in any appellate courts.

XVI. NONDISCRIMINATION

Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, Executive Orders, and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or the presence of any sensory, mental, or physical handicap be discriminated against or receive discriminatory treatment by reason thereof.

XVII. FILING

Copies of this Agreement shall be filed with the Snohomish County Auditor’s Office, where the property or project is located; the Secretary of State of the State of Washington; and the respective Clerks of the parties hereto; provided that, as an alternative, the Agreement may be listed by subject on the City’s web site or other electronically retrievable public source.

SIGNATURES ON FOLLOWING PAGE

Last Legal Update: 2014 - Page 7 of 11 October 2, 2018 Agenda Packet Page 34 of 132 In witness whereof, this Agreement has been executed by each party on the date(s) below:

City of Bothell

Jennifer Phillips, City Manager Date

Alderwood Water & Wastewater District

Jeff Clarke, General Manager Date

STATE OF WASHINGTON ) COUNTY OF KING )

On this day of , 2018, Jennifer Phillips, known to me to be the City Manager of the City of Bothell, a municipal corporation, personally appeared before me, acknowledged 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 was authorized to execute said instrument.

Witness my hand and official seal hereto the day and year in this certificate first above written.

______NOTARY PUBLIC in and for the State of Washington, residing at ______.

My Commission Expires: ______

STATE OF WASHINGTON ) COUNTY OF KING )

On this day of , 2018, Jeff Clarke, known to me to be the General Manager of Alderwood Water & Wastewater District, a municipal corporation, personally appeared before me, acknowledged 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 he is authorized to execute said instrument.

Witness my hand and official seal hereto the day and year in this certificate first above written.

______NOTARY PUBLIC in and for the State of Washington, residing at ______.

My Commission Expires: ______

Last Legal Update: 2014 - Page 8 of 11 October 2, 2018 Agenda Packet Page 35 of 132 EXHIBIT A

Utility Work Description – Professional Services

In conjunction with the City of Bothell’s 236th St SE culvert replacement project and the 2019 asphalt patching project, the City, on behalf of Alderwood Water & Wastewater District, will have the City’s staff design 311 SY of asphalt pavement. An estimate of the scope of Utility Work and the costs associated with it, is as follows: • Design is anticipated to include:

o Asphalt patching limits and details o Utility crossing call-outs • This task also includes:

o 1 to 2 plan sheets showing asphalt patching limits, including standard details for such work

o Engineer’s Estimate that will be included as part of the Project • Additional submittals will be extra, as will additional project areas. • Total Estimated Design Cost $350

Last Legal Update: 2014 - Page 9 of 11 October 2, 2018 Agenda Packet Page 36 of 132

EXHIBIT B

Utility Work Description – Construction

Construction of 311 SY of asphalt pavement as designed based on work under Exhibit A. An estimate of the scope of proposed work, including pavement restoration, and the costs associated with it, based on the preliminary design, is as follows:

DESCRIPTION PLAN QTY UNIT UNIT COST TOTAL COST PLANING BITUMINOUS PAVEMENT SY $10.00 $ 3,110.00 (5-04.5 SP) 311

HMA Cl. 1/2" PG 64-22 (5-04.5 SP) 32 TON $125.00 $ 4,000.00

SUBTOTAL $ 7,110.00

CONTINGENCY (20%) $ 1,422.00 TOTAL $ 8,532.00 CONSTRUCTION COST

Last Legal Update: 2014 - Page 10 of 11 October 2, 2018 Agenda Packet Page 37 of 132 EXHIBIT C

Preliminary Cost Summary

Total Construction Cost $ 8,532.00 Engineering Design Cost $ 350.00 Subtotal $ 8,882.00

Design & Construction Management, Contract Administration, Construction Inspection, & Overhead (Estimated at 20% of Design and Construction Costs) $ 1,776.40 Total Estimated Utility Work Costs $ 10,658.40

Last Legal Update: 2014 - Page 11 of 11 October 2, 2018 Agenda Packet Page 38 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: 10/2/2018 Action No Action AB #: 18-142

Subject: Supplemental Agreement No. 1 to the Professional Services Agreement with Perteet Inc., for Pavement Preservation On-Call Services

Budget Impact/Source of Funds: $150,000 Funded from the Adopted Pavement Management and Preservation Program

Staff Presenter/Department: Jack Bartman, Sr. Capital Projects Engineer, Public Works

Executive Summary:

This supplement will extend a current Professional Services Agreement with Perteet Inc. for one year to complete the design of the 2019 asphalt roadway overlay project and the required associated improvements to Americans with Disabilities (ADA) sidewalk curb ramps and support construction projects. Work will include geotechnical analysis, curb ramp design, the construction bid package for the overlay project, and responses to questions about design issues on projects under construction.

In January 2017, Council approved a two-year, on-call contract with Perteet Inc. to provide design services for Pavement Preservation. This contract allowed staff to initiate the increased pavement preservation program that resulted from the passage of the Safe Streets and Sidewalks levy. Work consisted of inventorying candidate roads for crack seal, patching repair, and overlay; providing geotechnical services for pavement design; and putting together construction bid packages for crack sealing, patching, and overlay projects for the 2017 and 2018 construction seasons. A significant portion of the work involved designing replacement ADA curb ramps that are required to be updated when performing asphalt overlays.

Category: Consent

History:

• November 2016 – Voters approved the Safe Streets and Sidewalk Levy that includes funding for pavement preservation projects. • January 2017 - Council approved an on-call professional services agreement with Perteet Inc., for design of pavement preservation projects in the amount of $450,000.

Recommended Action:

Authorize the City Manager to supplement the professional services contract with Perteet, Inc., in the amount of $150,000 for the design of the pavement preservation overlay project to be constructed in 2019.

October 2, 2018 Agenda Packet Page 39 of 132 Agenda Bill # 18-142 Page 2

Attachments:

1. Supplemental Agreement No. 1

Jennifer Phillips, City Manager: Date: 09/23/2018

October 2, 2018 Agenda Packet Page 40 of 132 Att-1

CITY OF BOTHELL SUPPLEMENTAL AGREEMENT NO. _1_ TO PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF BOTHELL AND Perteet Inc.

CONTRACT NO. _17-057_

1. Parties

This Supplemental Agreement No. _1_ for Professional Services ("Supplemental Agreement") is entered into as of the Effective Date specified below, and supplements that certain Professional Services Agreement, Contract No. __17-057_, dated February 2, 2017, and the exhibits thereto ("Original Agreement"), between the City of Bothell, a Washington municipal corporation having its principal place of business at 18415 101st Avenue N.E., Bothell, Washington 98011 ("City"), and _Perteet Inc._, a corporation organized under the laws of the State of Washington, located and doing business at _2707 Colby Ave, STE 900, Everett, WA 98201 ("Consultant").

2. Recitals

2.1 Consultant has provided professional services to City under the Original Agreement related to _Pavement Preservation On-Call Services_.

2.2 City desires to modify, delete, and/or add services and/or to change the contract amount set forth in the Original Agreement and any prior supplemental agreements.

2.3 Consultant agrees to perform the services specified herein in accordance with the terms and conditions of this Supplemental Agreement.

NOW, THEREFORE, in consideration of the mutual benefits and promises set forth herein, it is agreed by and between the parties as follows:

3. Modifications, Deletions or Additions to Original Terms and Conditions.

3.1 Supplemental Services. Consultant shall continue to perform the services described in the original Scope of Services/Scope of Work, which was attached as Exhibit A to the Original Agreement. There is no change in Services/Scope of Work from the original.

3.2 Payment. City shall pay Consultant based upon the original Schedule of Charges, which was attached as Exhibit B to the Original Agreement. The increased amount to be paid for said Supplemental Services is _$150,000_. In no event shall the total amount paid by City for all services exceed the sum of _$600,000_, plus any applicable sales taxes, which is the maximum amount to be paid under both the Original Agreement and this Supplemental Agreement. This

Bothell Supplemental Professional Services Agreement 1 of 2 No Change to Exhibits A or B – Last Legal Update: 10/2017 October 2, 2018 Agenda Packet Page 41 of 132

amount may not be exceeded without prior written authorization from City in the form of an executed supplemental agreement.

3.3 Time of Performance. Consultant shall perform the Supplemental Services with due diligence. In no event shall completion of the Supplemental Services be delayed beyond _December 31, 2019_.

3.4 No Other Changes. All provisions of the Original Agreement and any supplemental agreements thereto shall remain in full force except as expressly amended by this Supplemental Agreement.

4. Effective Date

This Supplemental Agreement shall be effective on the last date entered by each party below.

CITY OF BOTHELL

Jennifer Phillips Date City Manager

ATTEST/AUTHENTICATED:

Laura K. Hathaway Date City Clerk

APPROVED AS TO FORM:

Paul Byrne Date City Attorney

CONSULTANT:

By: Date: Its:

Bothell Supplemental Professional Services Agreement 2 of 2 No Change to Exhibits A or B – Last Legal Update: 10/2017 October 2, 2018 Agenda Packet Page 42 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: October 2, 2018 Action No Action AB #: 18-143

Subject: Interlocal Agreement with Snohomish Health District for Per Capita Contribution for Health District Services

Budget Impact/Source of Funds: $22,500 included in 2018 adopted budget

Staff Presenter/Department: Torie Brazitis, Assistant City Manager

Executive Summary:

The purpose of this interlocal agreement is to continue the terms and conditions for the cooperative efforts to be undertaken by the City and the Health District to promote, facilitate, and carry out various programs and activities for Bothell’s residents within Snohomish County.

The Health District provides basic essential public health services and functions such as ensuring safe food, and inspecting septic systems, responding to disasters, or preventing and responding to disease outbreaks.

The City’s contribution is calculated at $1.27 per capita (unchanged from last year) for the 17,651 Bothell residents who reside in Snohomish County.

Category: Consent

History:

• December 2016: Council approved an award of $22,000 to the Health District for 2017.

Recommended Action:

Authorize the City Manager to execute the 2018 interlocal agreement with the Snohomish Health District in the amount of $22,500.

Attachments:

1. Proposed Interlocal Agreement with the Snohomish Health District

Jennifer Phillips, City Manager: Date: 09/23/2018

October 2, 2018 Agenda Packet Page 43 of 132

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October 2, 2018 Agenda Packet Page 44 of 132 ATT-1

INTERLOCAL AGREEMENT BETWEEN THE SNOHOMISH HEALTH DISTRICT AND THE CITY OF BOTHELL PER CAPITA CONTRIBUTION FOR HEALTH DISTRICT SERVICES

This Interlocal Agreement for Per Capita Contribution for Health District Services is entered into by and between the SNOHOMISH HEALTH DISTRICT, a Washington Municipal Corporation (the District) and CITY OF BOTHELL a municipal corporation of the State of Washington (the City) – collectively (the Parties), for the purpose of providing for a per capita contribution by the City for Health District Services.

RECITALS

WHEREAS, This Agreement is made pursuant to the Interlocal Cooperation Act, Chapter 39.34 RCW; and

WHEREAS, to promote the public health in Snohomish County, Washington, the Board of County Commissioners of Snohomish County, Washington, established a Health District on January 1, 1959, embracing all of the territory within Snohomish County, Washington, and all cities and towns therein; and

WHEREAS, in 1966 the Snohomish Health District became the first local health jurisdiction in the state to organize a city-county cooperative health program with cities indicating a willingness to participate financially in support of Health District programs; and

WHEREAS, on January 1, 1967, eleven of 18 cities and towns agreed to voluntarily contribute $0.50 per capita to the Health District in return for public health services; and

WHEREAS, per capita contributions from towns and cities continued and in 1986, with such contributions ranging from $1.60 to $2.70 per capita until the early 1990s; and

WHEREAS, in 1993, counties assumed exclusive financial responsibility for public health relying on Motor Vehicle Excise Tax (MVET) revenues; and

WHEREAS, in 2000, the Washington State Legislature repealed MVET and backfilled only 90% of lost public health funds; and

WHEREAS, state funding for local public health has decreased 65.7% from a peak of $27.29 per capita in 2000 to $9.36 per capita in 2014; and

WHEREAS, the Health District has experienced a 22% decrease from its 2005 funding level while the county population has increased by 14 percent in the same 10-year period; and

WHEREAS, since the “peak” of 2008, the Health District has reduced its staffing by 37 percent (85 FTE) due to static or declining revenues in the face of increased costs; and

WHEREAS, the Health District ranks 34th out of 35 local health jurisdictions in the state for public health expenditures per resident; and

WHEREAS, the Health District’s ability to perform its most essential functions have been severely compromised since the great recession; and

WHEREAS, the Health District serves an essential public safety function whether ensuring safe food, schools, and septic systems, responding to disasters, or preventing and responding to disease outbreaks; and

ILA SHD_BOTHELL PER CAPITA 1 of 5 October 2, 2018 Agenda Packet Page 45 of 132 ATT-1

WHEREAS, threats to the public’s health in the form of foodborne illness such as E.coli and salmonella, communicable diseases such as pertussis, tuberculosis, measles, Zika, and Ebola and natural disasters such as the Oso/SR530 mud slide respect no municipal boundaries; and

WHEREAS, public health is a shared responsibility and regional public health threats require regional responses and close partnerships with every city and town in Snohomish County; and

WHEREAS, consistent with RCW 70.05, the Snohomish County Council is responsible for establishing the Snohomish Health District Board of Health, with jurisdiction coextensive with the boundaries of the county, to supervise all matters pertaining to the preservation of life and health of the people within its jurisdiction; and

WHEREAS, an effective, regional public health response to the threats to public health in Snohomish County requires the cooperation, participation and support of Snohomish County and all of the cities and towns in Snohomish County; and

WHEREAS, Snohomish County and the cities and towns therein seek to improve and sustain healthy years of life of their residents by engaging in an enhanced partnership with the Health District. This partnership will provide stable funding for public health priorities that would be established to meet the unique needs of each community.

NOW, THEREFORE, in consideration of the agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the District agree as follows:

1. Purpose. A. The recitals set forth above are incorporated herein by this reference.

B. The purpose of this Agreement is to establish and define the terms and conditions for the cooperative efforts to be undertaken by the City and the District to promote, facilitate, and undertake various programs and activities.

2. Term. The initial term of this Agreement shall be from January 1, 2018 to December 31, 2018. The term may be extended by mutual written agreement of the parties.

3. Scope of Services.

A. Responsibilities of the City. The City shall contribute $22,500 (approximately $1.27 per capita) to the Snohomish Health District commencing January 1, 2018. Payment may be made in one lump sum on or before December 31, 2018.

B. Responsibilities of the District. The Health District shall provide basic essential public health services and functions such as ensuring safe food, and inspecting septic systems, responding to disasters, or preventing and responding to disease outbreaks.

The District will provide reports to the city identifying services provided to Bothell residents and businesses.

Additional specific services provided by the Health District to the City may be developed jointly by the parties.

ILA SHD_BOTHELL PER CAPITA 2 of 5 October 2, 2018 Agenda Packet Page 46 of 132 ATT-1

4. Legal Requirements. Both parties shall comply with all applicable federal, state and local laws in performing this Agreement.

5. Public disclosure laws. The City and the District each acknowledge, agree and understand that the other party is a public agency subject to certain disclosure laws, including, but not limited to Washington’s Public Records Act, chapter 42.56 RCW. Each party understands that records related to this Agreement and the District’s performance of services under this Agreement may be subject to disclosure pursuant to the Public Records Act or other similar law.

6. Insurance. Each party shall maintain its own insurance and/or self-insurance for its liabilities from damage to property and /or injuries to persons arising out of its activities associated with this Agreement as it deems reasonably appropriate and prudent. The maintenance of, or lack thereof of insurance and/or self-insurance shall not limit the liability of the indemnifying part to the indemnified party(s). Each party shall provide the other with a certificate of insurance or letter of self-insurance as the case may be upon request.

7. Indemnification. The District shall protect, save harmless, indemnify and defend the City its elected officials, officers, employees and agents, from and against any loss or claim for damages of any nature whatsoever, including claims by third parties or District employees against which it would otherwise be immune under Title 51 RCW or other law, arising out of any act or omission of the District in performance of this Agreement, its elected or appointed officials, officers, employees or agents, except to the extent the loss or claim is attributable to the negligence or willful misconduct of the City, its elected officials, officers, employees or agents.

The City shall protect, save harmless, indemnify and defend the District, its elected and appointed officials, officers, employees and agents from and against any loss or claim for damages of any nature whatsoever, including claims by third parties or City employees against which it would otherwise be immune under Title 51 RCW or other law, arising out of any act or omission of the City in performance of this Agreement, its elected or appointed officials, officers, employees or agents, except to the extent the loss or claim is attributable to the negligence or willful misconduct of the County, its elected or appointed officials, officers, employees or agents.

8. Notices. Any notice/payment to be given to the District under this Agreement shall be either mailed or personally delivered to:

Snohomish Health District 3020 Rucker Avenue, Ste 306 Everett, WA 98201

Any notice/invoice to the City shall be mailed or hand delivered to:

City of Bothell Executive Department 18415 101st Ave NE Bothell, WA 98011

Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mail with proper postage and address.

ILA SHD_BOTHELL PER CAPITA 3 of 5 October 2, 2018 Agenda Packet Page 47 of 132 ATT-1

9. Venue. The laws of the State of Washington shall apply to the construction and enforcement of this Agreement. Any action at law, suit in equity, or judicial proceedings for the enforcement of this agreement or any provision hereto shall be in the Superior Court of Snohomish County, Everett, Washington.

10. Disputes. The parties agree that, following reasonable attempts at negotiation and compromise, any unresolved dispute arising under this Agreement may be resolved by a mutually agreed-upon alternative dispute resolution of arbitration or mediation.

11. No third party beneficiaries; no joint venture. This Agreement is for the sole benefit of the City and District and shall not confer third-party beneficiary status on any non-party to this Agreement. Nothing contained in this Agreement shall be construed as creating any type or manner of partnership, joint venture or other joint enterprise between the parties. County employees who provide services under this Agreement shall at all times be acting in their official capacities as employees of Snohomish County.

12. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the parties regarding the subject matter contained herein. This Agreement may not be modified or amended in any manner except by written agreement executed by both parties. Both parties recognize that time is of the essence in the performance and the provisions of this Agreement.

13. Severability. A. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the parties’ rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid.

B. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision.

14. Filing. As provided by RCW 39.34.040, this Agreement shall be filed with the Snohomish County Auditor, or, alternatively, posted on the website of each party.

15. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement.

ILA SHD_BOTHELL PER CAPITA 4 of 5 October 2, 2018 Agenda Packet Page 48 of 132 ATT-1

16. Effective Date. January 1, 2018

City of Bothell Snohomish Health District

Andrew J. Rheaume, Mayor Jefferson S. Ketchel, Adminstrator

ATTEST: ATTEST:

City Clerk Clerk of the Board

Approved as to Form: Approved as to Form:

Paul Byrne, City Attorney Grant Weed, Health District Attorney

ILA SHD_BOTHELL PER CAPITA 5 of 5 October 2, 2018 Agenda Packet Page 49 of 132

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October 2, 2018 Agenda Packet Page 50 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: October 2, 2018 Action No Action AB #: 18-144

Subject: 2019-2021 Legislative Agenda and Policy Manual

Budget Impact/Source of Funds: No impact at this time.

Staff Presenter/Department: Torie Brazitis, Assistant City Manager

Executive Summary:

Briahna Murray and Shelly Helder of Gordon Thomas Honeywell Government Affairs, the City’s lobbying firm, will be present. As Ms. Murray and Ms. Helder work to identify the Council’s top legislative priorities for the next couple of years, they have requested time this evening to bring forward the priorities they have heard from Council and staff. They wish to confirm that the list is correct and complete. Ms. Murray and Ms. Helder will present the list and information at the meeting.

Category: New Business

• Staff Presentation • Council Questions/Discussion • Motion to Approve Recommended Action • Council Vote on Recommended Action

History:

• September 4, 2018: Council hired Gordon Thomas Honeywell Government Affairs to assist with State government relations and lobbying.

Recommended Action:

Provide feedback to Ms. Murray and Ms. Helder regarding the top legislative priorities for 2019-2021.

Attachments:

None.

Jennifer Phillips, City Manager: Date: 09/23/2018

October 2, 2018 Agenda Packet Page 51 of 132

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October 2, 2018 Agenda Packet Page 52 of 132 Bothell City Council AGENDA BILL SUMMARY

Meeting Date: October 2, 2018 Action No Action AB #: 18-145

Subject: Professional Services Agreement for Broker Services

Budget Impact/Source of Funds: Proceeds from Sale of City-Owned Properties

Staff Presenter/Department: Jennifer Phillips, City Manager

Executive Summary: A key component to the implementation of Bothell’s downtown redevelopment vision was the purchase and ultimate sale of properties in and around the downtown. As the owner, the City has the opportunity to sell the properties and negotiate development agreements that protect the City’s interests and deliver the types of public benefits and mix of uses desired by the community.

Discussion: During the April 2018 Budget Study Session and during the May 1, 2018 Council Meeting, staff presented information related to the four remaining City-owned parcels in the downtown. Attachment 1 is the Update on Downtown City-Owned Properties Agenda Bill and Staff Report.

At this time, environmental clean up continues on the three contaminated parcels known as Lot D, Lot EFG and Lot P South. Lot A is clean and can be marketed for sale at any time. The City Council directed staff to initiate the process of selling these parcels, specifically beginning with Lot D.

On June 29, 2018, the City issued a Request for Qualifications (RFQ) for Professional Services for Real Estate Broker Services, which is an attachment to the proposed professional services agreement. The RFQ was sent to over 30 commercial real estate brokers that included a list from the Municipal Research and Services Center and posted on the City’s website. Proposals were due on Monday, August 13, 2018 at 5:00 pm. Prior to the deadline, the City received three proposals. One proposal was received after 5:00 pm and was disqualified.

Proposals were received from: CBRE Kidder Mathews NAI Puget Sound Properties

October 2, 2018 Agenda Packet Page 53 of 132 Agenda Bill 18-145 Page 2 of 3

A review team consisting of the City Manager, Public Works Director and Community Development Director reviewed and ranked the proposals. Based on this review, two firms, CBRE and Kidder Mathews, were invited for interviews. The interviews were conducted on September 19, 2018. Following the interviews and based on their experience, team expertise, and understanding of the City’s expectations, staff recommends Kidder Mathews to provide professional services for real estate broker services. Services to be provided include:

• Maintain regular and ongoing communications and consultations with City Manager throughout process • Develop an aggressive marketing strategy to ensure greatest and most optimal return for the City while achieving the development criteria/expectations • Identify interested and qualified buyers for the parcel • Communicate, advise and negotiate with buyers on behalf of the City • Provide information such as statistics, market analysis, pricing and valuations • Advertise at Broker’s expense the sale of Lot D • Effectively and accurately articulate City’s vision and requirements for the property • Analyze and evaluate offers and provide recommendations • Prepare and present any counter-offers • Maintain escrow file for all transactions • Provide accurate land use information to interested buyers • Administrate all other customary activities and services associated with real estate transactions.

The Commission rate for the proposed real estate broker services is as follows:

Sale KM Fee Outside Agent

0 - $1 Million $1,000,000 3.00% $30,000 1.00% $10,000

$1 - $3 Million $2,000,000 2.50% $50,000 1.00% $20,000

$3 - $5 Million $2,000,000 1.75% $35,000 1.00% $20,000

Over $5 Million Above $3.0m 0.75% TBD 1.00% $30,000

This fee contemplates that the base services provided to market and sell a commercial property are generally similar regardless of price. In addition, the price paid by a purchaser can be influenced by the restrictions placed upon the parcel by the City and types and number of public benefits negotiated in the development agreement. This sliding scale takes these factors into consideration. These fees are within the normal range for professional real estate broker services.

October 2, 2018 Agenda Packet Page 54 of 132 Agenda Bill 18-145 Page 3 of 3

As an example, if Kidder Mathews sells a property with a sales price of $8 million, the commission would be as follows:

Sale KM Fee Outside Agent

0 - $1 Million $1,000,000 3.00% $30,000 1.00% $10,000

$1 - $3 Million $2,000,000 2.50% $50,000 1.00% $20,000

$3 - $5 Million $2,000,000 1.75% $35,000 1.00% $20,000

Over $5 Million $3,000,000 0.75% $22,500 1.00% $30,000

$8,000,000 1.72% $137,500 $80,000

If Kidder Mathews sells the property without an outside agent representing the buyer, then the City would not be required to pay the additional 1% fee.

Category: New Business

• Staff Presentation • Council Questions/Discussion • Motion to Approve Recommended Action • Council Vote on Recommended Action

History:

• May 1, 2018 staff presented an update on the Downtown City-Owned Properties

Recommended Action:

Authorize the City Manager to execute, in substantially the same form as presented, the Professional Services Agreement with Kidder Mathews for a commission rate ranging from .75% to 3% based on the property’s sales price.

Attachments:

Attachment 1 – May 1, 2018 Update on Downtown Properties Agenda Bill and Staff Report Attachment 2 – PSA for Professional Real Estate Broker Services

Jennifer Phillips, City Manager: Date: 09/27/2018

October 2, 2018 Agenda Packet Page 55 of 132

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October 2, 2018 Agenda Packet Page 56 of 132 Att-1

Bothell City Council AGENDA BILL SUMMARY

Meeting Date: May 1, 2018 Action No Action AB #: 18-071

Subject: Update on Downtown City-Owned Properties

Budget Impact/Source of Funds: N/A

Staff Presenter/Department: Jennifer Phillips, City Manager

Executive Summary: A key component to the implementation of Bothell’s downtown redevelopment vision was the purchase and ultimate sale of properties in and around the downtown. Serving as a “master developer” offered the City the opportunity to sell properties and negotiate development agreements that protect the City’s interests and deliver the types of amenities and mix of uses desired by the community.

After a period of property acquisition, the downtown was divided into parcels and, by 2017, the City had sold or entered into Purchase and Sale Agreements for all the City-owned parcels. Over the past two years, for a variety of different reasons, four properties have fallen out of escrow and are currently available to be sold. Attachment 2 shows these four properties in yellow. They are referred to as Block A, Block D, Block EFG, and Block P South. All other properties have been sold, and staff is monitoring related development agreements to ensure compliance by the developers.

The attached staff report provides information on each unsold block and a status update on cleanup efforts where applicable. Options for moving forward are also provided and include hiring a commercial broker and developing a Request for Proposals. Staff is seeking direction for next steps.

Category: Old Business • Staff Presentation by City Manager Jennifer Phillips • Council Questions/Discussion • Council Direction

Recommended Action:

Consider options discussed in the Staff Report and provide direction to the City Manager.

Attachments: 1. Staff Report 2. 2018 Downtown Parcel Map

City Manager Approval: Date: 04/24/2018

October 2, 2018 Agenda Packet Page 57 of 132

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October 2, 2018 Agenda Packet Page 58 of 132 Att-1

Bothell City Council STAFF REPORT

Property Background:

A key component to the implementation of Bothell’s downtown redevelopment vision was the purchase and ultimate sale of properties in and around the downtown. Serving as a “master developer” offered the City the opportunity to sell properties and negotiate development agreements that protect the City’s interests and deliver the types of amenities and mix of uses desired by the community.

After a period of property acquisition, the downtown was divided into parcels and, by 2017, the City had sold or entered into Purchase and Sale Agreements for all the City-owned parcels. Over the past two years, for a variety of different reasons, four properties have fallen out of escrow and are currently available to be sold. Attachment B shows these four properties in yellow. They are referred to as Block A, Block D, Block EFG, and Block P South. All other properties have been sold, and staff is monitoring related development agreements to ensure compliance by the developers.

This staff reports provides information on each unsold Block and a status update on cleanup efforts where applicable.

Block A In December 2015, the City Council declared Block A surplus via resolution, and approved the original Purchase and Sale Agreement (PSA) and Development Agreement (DA) with Windward Real Estate. On March 31, 2017, the Purchase and Sale Agreement expired. On April 18, 2017, Council directed staff to return with options that optimize the property.

The site (Parcel # 0726059096) comprises approximately 38,850 square feet on the south side of 522, on the west side of the Park at Bothell Landing, and is currently limited by “right in, right out” access. It is zoned “522 (SR 522 Corridor)”, allowing for Retail (Business and Personal Services, Auto-Oriented, and Corner Store), Civic and Cultural, Office, Lodging and Residential.

There is no known contamination on the site, but access and proximity to the river potentially limit uses. Sale price was $1,075,000 with a $200,000 hold back for possible pilings.

Block D In March 2015, the City Council approved a purchase and sale agreement with Regency Centers Acquisition. Due to the lengthy process required by the Department of Ecology to obtain a Consent Decree that addresses cleanup of contamination on the site, the City Council approved three amendments to this PSA. In December 2017, the City Council, within its rights under the PSA, elected not to authorize another amendment and the PSA expired.

The parcel (Parcel #237420-0065) comprises 97,783 square feet (2.24 acres) and is zoned downtown corridor. Sale price was $2,685,360 with an “AS IS” condition due to the

October 2, 2018 Agenda Packet Page 59 of 132 Staff Report AB #18-145 Page 2 of 5 contamination from Bothell Service Center (BSC) site. The BSC site is located at the former Bothell Service Center on 98th Ave NE where the Main Street Extension will be constructed. It is contaminated with solvents in both soil and groundwater. This site affects Block D and the Main Street Extension project.

The City entered into a Consent Decree to clean up the site in February 2018. Installation of the electrical resistance heating (ERH) portion of the clean-up has begun. Once the ERH system is running, it is estimated that it will take approximately 6 months to complete this phase of the clean-up. Once this phase is completed, the longer-term bioremediation phase will begin and take place over the next few years. It is anticipated that development would be able to proceed during the bioremediation phase with adequate coordination.

There appears to be some residual petroleum contamination on Block D from the adjacent former Wexler parcel that needs to be addressed as well. Staff is working with Ecology to address this issue. Independent investigative work will proceed to characterize the extent of this effort. The intent is to be able to remove any contaminated soil in conjunction with the small quantity of solvent-contaminated soil described above and then use the same bioremediation to clean-up any petroleum-contaminated groundwater along with the solvent-contaminated groundwater following the same schedule.

According to ECY, the State’s 17-19 Biennium Budget includes $1.7 million in grant funding for this site at a 50% State match level. Estimated Expenditures in 2018 and beyond: $3,583,000 Expenditures through 2017: $1,322,000

Block EFG In April 2016, the City Council approved a purchase and sale agreement for Block EFG to TRF Equities Bothell. The buyer elected not to close escrow on the property. Currently, staff has contracted with a third party to evaluate and recommend proper ingress and egress for the site to ensure the parcels are used their fullest potential and garner the highest market value.

The parcel (Parcel #945720-0020) comprises 48,057 square feet and is zoned downtown corridor, downtown neighborhood. Sale price was $1,428,870 with an “AS IS” condition due to contamination from the Ultra Custom Care Cleaners Site (UCCC). The UCCC site is at the southwest corner of the City Hall block. The contaminant is solvents in both soil and groundwater. This site affects the City Hall block, Block EFG and private parcels between them.

The City is in an Agreed Order with the WA State Department of Ecology (ECY) to perform a Remedial Investigation (RI), a Feasibility Study (FS), and a Draft Clean-Up Action Plan (dCAP) on Block EFG. In order to expedite clean-up, the City requested and gained approval to begin clean-up prior to ECY approving the results of the RI and FS and before approval of a dCAP. The City has injected bioremediation material at the source site and several locations downstream within the known groundwater plume as part of the interim clean-up action. While the bioremediation appears to be working, there are areas where additional injections have been necessary to ensure that the entire plume is being addressed.

October 2, 2018 Agenda Packet Page 60 of 132 Staff Report AB #18-145 Page 3 of 5

The City has performed additional investigative work on the UCCC site at the request of ECY. There are a few small areas of contamination on the Hotel Group 360 property. The City, hotel group, and ECY are working to come up with a path that would meet all the needs of ECY without hindering the hotel group from proceeding. The City submitted the revised investigative report and a revised RI/FS and dCAP for ECY review in mid-April 2018. Once ECY approves of the RI/FS and dCAP, the City will receive a letter that indicates it has successfully met the agreed order requirements. At this point, the City can begin the process to enter into a Consent Decree. Entering into a Consent Decree can take 6 to 9 months since it requires all parties (the City, ECY and the Attorney General’s Office) to agree to terms, needs a public input process, and must be filed in a court.

In 2012, the City successfully negotiated a 90% State grant match rate for this site. The match was reduced to 50% as of July 2015. Estimated total expenditures on Block EFG are as follows: Estimated Expenditures in 2018 and beyond: $1,080,000 Expenditures through 2017: $1,400,000

Block EFG is also impacted by the Riverside contamination site. This site consists of two separate source areas TPH and HVOC, and is inclusive of the gravel parking lot for the Park at Bothell Landing and the portion of Block EFG north up to the northern boundary of the old SR 522 highway. Both petroleum and solvents have been found on this site in soil and groundwater. The City is in an Agreed Order with ECY to perform an RI/FS and two dCAPs (one for each source area). In order to expedite clean-up the City requested and gained approval to begin clean-up prior to ECY approving the results of the RI and FS and before approval of a dCAP. A large amount of petroleum (TPH) contaminated soil was excavated and properly disposed of during the Bothell Crossroads project. A small pocket of additional contaminated soil discovered last year was also removed. Ecology has determined that the TPH area has been cleaned up satisfactorily, and will be issuing a letter of concurrence that the AO objectives have been satisfied for the TPH area.

The source of a solvent plume on the southern portion of the site has been difficult to identify. It continues to appear that it is a separate issue than the UCCC site. ECY requested and the City complied with the installation of an interim measure to prevent the plume from discharging into the Sammamish River. The Riverside AO cannot be closed out until the HVOC site issues are completely addressed. Next steps are continuing to work with Ecology to do additional work to potentially expand the current HVOC treatment area.

The Department of Ecology provided a 90% State grant match for the petroleum and unknown solvent source through June 30, 2017. At the start of the State biennium in July 2017, the grant match was reduced to 50%. The northern solvent contamination is administered through the Ultra Custom Care Cleaners site at 50% grant match. Estimated Expenditures in 2018 for Block EFG and beyond: $360,000 Expenditures through 2017: $1,300,000

Blocks D and EFG are also impacted by contamination related to the Paint, Hertz, and Bothell Landing contamination sites. These sites are located where SR 522 was relocated with the Bothell Crossroads project. The contaminant is petroleum in both soil and groundwater. These sites affect Block EFG, Block D, the Park at Bothell Landing and private property.

October 2, 2018 Agenda Packet Page 61 of 132 Staff Report AB #18-145 Page 4 of 5

The City entered into Agreed Orders with ECY to perform RIs, FSs, and dCAPs for each site. In order to expedite clean-up, the City requested and gained approval to begin clean-up prior to ECY approving the results of the RI and FS and before approval of a dCAP. The large, expensive portion of the clean-up was completed during construction of the Bothell Crossroads project when a large amount of contaminated soil was excavated and properly disposed of. A small pocket of additional contaminated soil discovered last year was also removed.

The City has received letters from ECY for all three sites indicating that it has satisfactorily met the existing Agreed Order requirements. It is anticipated that the City will enter into Agreed Orders for clean-up for each site in the first half of 2018. Clean-up will consist of monitoring the sites for at least 5 years or until any remaining contamination levels drop below the MTCA limits.

The Department of Ecology provided a 90% State grant match for each of these sites through June 30, 2017. At the start of the State biennium in July 2017, the grant match was reduced to 50%. Estimated Expenditures in 2018 and beyond: $360,000 Expenditures through 2017: $3,000,000

Block P South In March 2016, the City Council approved a purchase and sale agreement with Main Street Properties. In June 2017, the City Council, within its rights under the PSA, elected not to authorize an extension to the PSA and the PSA expired.

The parcel (Parcel #237420-0065) comprises 72,675 square feet (1.67 acres) and is zoned downtown neighborhood. Sale price was $2,623,604 with an “AS IS” condition due to contamination on the site. Block P South is part of the former Northshore School District (NSD) Transportation Facility sites. These sites are inclusive of the old NSD Transportation Maintenance Building, Bus Barn, and Fueling Station. The contaminant is petroleum, and both soil and groundwater are affected. These sites affect Block P-South, Horse Creek Plaza and private property.

The sites were administered through ECY’s Voluntary Clean-Up Program (VCP). A large amount of contaminated soil has been excavated and properly disposed of. While most of the monitoring results have been good, diesel has shown up in the groundwater in some of the wells. Staff is working with an environmental consultant to explore addressing specific hot spots to get groundwater contamination below acceptable levels. Estimated Expenditures in 2018 and beyond: TBD Expenditures through 2017: $2,589,000

Discussion: At this time, the four parcels, Block A, Block D, Block EFG, and Block P South are not under contract and available for use by the City or sale to a private party. Due to workload, other major priorities and lack of staff resources, Council agreed to postpone initiation of the sale of the parcels until 2019. The main impetus behind this decision was Council’s desire to include the community in a robust and inclusive process to identify the community’s current desires and expectations for the uses of these properties.

October 2, 2018 Agenda Packet Page 62 of 132 Staff Report AB #18-145 Page 5 of 5

However, during the 2018 Council Goal Setting, a majority of the Council appeared interested in initiating the sale of at least Block D. This parcel was specifically identified because the Development Agreement was previously negotiated and included a much sought after “specialty grocer” as part of the development. Staff’s recommended process for selling the parcel is to hire a commercial broker to list the property and assist with negotiations and escrow. The PSA and Development Agreement would be negotiated by staff and special counsel. Based on this process, it is anticipated that the parcel could be under contract by end of 2018.

If the Council is interested in selling all four parcels and would like instead an inclusive, robust community process for the sale of the parcels, staff recommends a process that includes development and issuance of Request for Proposals (RFP). This process includes staff’s development of an RFP that specifically outlines the criteria for development of each parcel and requests interested developers submit development proposals to the City by specific dates. The proposals are reviewed at a public meeting and developers are selected by the City Council. Staff and special counsel negotiate the PSAs and Development Agreements. A commercial broker would still be hired to assist the City with marketing, negotiations and escrow. This process would require considerably more staff time and resources, with RFPs being issued in fall 2018 and parcels expected to be under contract by late 2019.

Additional Items Related to Downtown Parcels: In addition to the four downtown parcels, the City has the opportunity to seek out a public/private partnership development on the four acres of the front 9 on the former Wayne Golf Course. In accordance with the deed, the City may only lease the land but this parcel is envisioned to be a symbiotic development that connects to the open space owned by the City and generates revenue to help support the cost of maintaining the 89 acres. A visioning process is planned in 2019 for this newly acquired property.

Staff recommends that Council consider a larger master plan approach that includes the former Wayne Golf Course, Blythe Park, Block A, and the Park at Bothell Landing. These three properties are connected by the Burke Gillman Trail and if planned properly could offer tremendous connectivity for the community. The Park at Bothell Landing Master Plan was completed in 2010 and envisions over $16 million in amenities and improvements.

As part of the 2018 Docket discussion, Council requested staff present the current Downtown Subarea Plan with the goal of better understand the current code and zoning regulations and to consider and discuss possible changes. Council could further discuss possible uses and ideas for the remaining four City owned parcels as part of this study session which is scheduled for June 15, 2018.

Staff is seeking direction on next steps for the four downtown properties.

October 2, 2018 Agenda Packet Page 63 of 132

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October 2, 2018 Agenda Packet Page 64 of 132 Att-2

CITY OF BOTHELL PROFESSIONAL SERVICES AGREEMENT Contract No. ______

1. Parties.

This Professional Services Agreement, Contract No. ______(“Agreement”), is entered into as of the Effective Date specified below between the City of Bothell, a Washington municipal corporation having its principal place of business at 18415 101st Avenue N.E., Bothell, Washington 98011 (“City”), and Kidder Mathews (“Broker”).

2. Recitals.

2.1 City desires to obtain professional services for work related to provide professional real estate broker services.

2.2 City has solicited for such professional services as required by law, including chapter 39.80 RCW if applicable.

2.3 Broker represents that it is available and able to provide qualified personnel and facilities necessary for the work and services contemplated herein, and Broker further represented that it can accomplish the work and services within the required time period and in accordance with City’s specifications and professional standards.

2.4 Broker agrees to perform the work and services specified herein in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits and promises set forth herein, it is agreed by and between the parties as follows:

3. Terms and Conditions.

3.1 Services. City hereby retains Broker, and Broker agrees, to provide professional real estate broker services (“Services”) as describe in Attachment 1 – City’s Request for Qualifications and Attachment 2 – Broker’s Proposal of this Agreement. The start date and schedule for meetings will be determined by Broker and City.

3.2 Payment.

3.2.1 City shall pay the Broker a fee for marketing and selling properties and representing the City in the property disposition equal to the agreed upon percentage fee of the gross selling price of the property. The fee will be paid out of the proceeds of the sale, at closing. The fee will be all inclusive, consistent with the scope of work outlined in the City’s Request for Qualifications. In the event that a licensed real estate broker other than Broker is the effective procuring cause of a sale, then the commission shall be increased by 1% of the selling price, with outside procuring broker receiving 1% of the selling price and Broker receiving a fee based upon the agreed percentage fee of the selling price. This amount is the maximum amount to be paid

October 2, 2018 Agenda Packet Page 65 of 132 under this Agreement and shall not be exceeded without prior written authorization from City in the form of a negotiated and executed supplemental agreement.

3.3 The Commission Rate.

3.3.1 The commission rate for the proposed real estate broker services shall be as follows:

Sale KM Fee Outside Agent

0 - $1 Million $1,000,000 3.00% $30,000 1.00% $10,000

$1 - $3 Million $2,000,000 2.50% $50,000 1.00% $20,000

$3 - $5 Million $2,000,000 1.75% $35,000 1.00% $20,000

Over $5 Million Above $3.0m 0.75% TBD 1.00% $30,000

3.3.2 If, within six (6) months after the expiration of this Agreement or any extension term(s), the City enters into an agreement to see the Property to any party or through any broker with whom Broker has negotiated, either directly or through another broker or agent prior to the expiration of the professional services agreement, the City shall pay the fee as described in section 3.3.1. of this Agreement.

3.3.3 Acceptance of any payment by Broker shall constitute a release of all payment claims against City arising under this Agreement as to such portion of the Services. No payment to Broker, whether periodic or final, shall constitute a waiver or release by City of any claim, right, or remedy it may have against Broker regarding performance of the Services as required by this Agreement.

3.4 Subconsultants. In the event subconsultants are required to complete the assignment, Broker will retain the subconsultants as selected and approved by the City. Costs for subconsultants shall be included in the Broker’s commission fee, unless specifically agreed to by City through a formal amendment to this agreement.

3.5 Time of Performance. Broker agrees that the Services shall begin immediately upon the Effective Date or City’s issuance of a Notice to Proceed, whichever is applicable, and Broker shall continue to perform the Services with due diligence. In no event shall completion of the Services be delayed beyond March 31, 2019. The commission fee and time for performance of the Services shall not be increased because of any delays or costs attributable to Broker. In the event of a delay not attributable to Broker, which could not be reasonably anticipated and which results in an increase in costs to perform the Services, City may at its discretion, through the execution of an amendment or supplemental agreement, increase the commission fee and/or time for performance of the Services.

October 2, 2018 Agenda Packet Page 66 of 132 3.6 Relationship of Parties. Broker is an independent contractor under this Agreement, and the parties intend that an independent contractor-client relationship is the only relationship created by this Agreement. No employee, agent, representative, or sub Broker of Broker shall be or shall be deemed to be the employee, agent, representative, or sub Broker of City. Broker has no authority, and will not represent itself to have authority, to legally bind City or otherwise act for City or on City’s behalf. None of the compensation or other benefits provided by City to its employees shall be available to Broker’s employees, agents, representatives or sub Brokers. Broker shall be solely responsible for all compensation, taxes, withholding, and other benefits due to its employees, agents, representatives, and sub Brokers. Broker shall be solely responsible for its acts and omissions and for the acts and omissions of Broker’s agents, employees, representatives, and sub Brokers during performance of this Agreement. On or before the Effective Date, Broker shall file, maintain, and/or open all necessary records with the Internal Revenue Service and the State of Washington, and as may be required by RCW 51.08.195, to establish Broker’s status as an independent contractor.

3.7 Services Performed at Broker’s Risk. Broker shall take all precautions reasonably necessary to perform the Services and shall be responsible for the safety of its employees, agents and sub Brokers in the performance of the Services.

3.8 Supervision, Inspection and Performance.

3.8.1 Even though Broker is an independent contractor with the authority to control and direct the performance and details of the Services, the Services must meet the approval of City and shall be subject to City’s general right of inspection and supervision to secure the satisfactory completion of this Agreement.

3.8.2 Broker represents that it has or will obtain all personnel necessary to perform the Services and that such personnel shall be qualified, experienced, and licensed as may be necessary or required by applicable laws and regulations to perform the Services. All Services shall be performed by Broker, its employees, or by sub Brokers whose selection has been authorized by City; provided that City’s authorization shall not relieve Broker or its sub Brokers from any duties or obligations under this Agreement, or at law, to perform the Services in a satisfactory and competent manner. Broker shall ensure that all contractual duties, requirements and obligations that Broker owes to City shall also be owed to City by Broker’s subconsultants retained to perform the Services.

3.8.3 Broker shall be responsible for the professional quality, technical adequacy, accuracy, timely completion, and coordination of the Services and all plans, designs, drawings, specifications, reports, and other work performed pursuant to this Agreement. Broker shall perform the Services in accordance with the standard of care of its profession in the same or similar localities at the time services are performed. Broker shall be responsible for the professional standards, performance, and actions of all persons and firms performing the Services under this Agreement. Broker shall, without additional compensation, correct any specific breach of a contractual obligation in the Services and revise any errors or omissions in any plans, designs, drawings, specifications, reports, and other products prepared under this Agreement.

October 2, 2018 Agenda Packet Page 67 of 132 3.9 Termination of Agreement.

3.9.1 Termination by City for Broker’s Default. City may terminate this Agreement, in whole or in part and at any time, in writing if Broker substantially fails to fulfill any or all of its material obligations through no fault of City. If City terminates all or part of this Agreement for default, City shall determine the amount of Services satisfactorily performed to the date of termination and the amount owing to Broker using the criteria set forth below; provided that (a) no amount shall be allowed for anticipated profit on unperformed Services or other work, and (b) any payment due to Broker at the time of termination may be adjusted to the extent of any additional costs City incurs or will incur because of Broker’s default. In such event, City shall consider the actual costs incurred by Broker in performing the Services to the date of termination, the amount of Services originally required which was satisfactorily completed to the date of termination, whether the Services or deliverables were in a form or of a type which is usable and suitable to City at the date of termination, the cost to City of either completing the Services itself or employing another firm to complete the Services in addition to the inconvenience and time which may be required to do so, and other factors which affect the value to City of the Services performed to the date of termination. Under no circumstances shall payments made under this provision exceed the Schedule of Charges. This provision shall not preclude City from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by withheld payments.

3.9.2 Termination by City for Convenience. City may terminate this Agreement, in whole or in part and at any time, for the convenience of City. City shall terminate by delivery to Broker a notice of termination specifying the extent of the termination and the effective date of termination. If City terminates this Agreement for convenience, City shall pay Broker the amount otherwise due in accordance with this Agreement for Services satisfactorily performed to the date of termination.

3.9.3 Termination by Broker. Broker may terminate this Agreement in the case of a material breach and upon failure of City to remedy said breach within ten (10) days of written notice by Broker of such breach. Broker may also terminate the Agreement if key personnel and/or facilities are lost due to an act of God or other catastrophe creating a situation under which Broker is physically unable to perform. Broker’s notice of termination shall be in writing.

3.10 Discrimination. When hiring of employees to perform Services, and in any subcontract arising hereunder, Broker, its sub Brokers, or any person acting on behalf of Broker or sub Broker shall not, by reason of race, religion, color, age, sex, national origin or the presence of any sensory, mental or physical handicap, veteran status, or sexual orientation, discriminate against any person who is qualified and available to perform the Services to which the employment relates.

3.11 Indemnification and Compliance with Law.

3.11.1 The indemnification and defense obligations specified in this Section 3.9 (“Indemnity Obligations”) have been mutually negotiated and shall survive the expiration, abandonment, or termination of this Agreement. The Indemnity Obligations shall extend to claims that are not reduced to a suit and to any claims that may be compromised prior to the culmination of any litigation or the institution of any litigation. Inspection, acceptance or payment by City of

October 2, 2018 Agenda Packet Page 68 of 132 or for any Services performed by Broker shall not be grounds for avoidance of any Indemnity Obligations.

3.11.2 Broker’s duty to indemnify the City under this Agreement varies, as more particularly set forth below, depending on the circumstances that give rise to the obligation of indemnity. However, the Broker’s indemnity obligation shall extend – under any and all such circumstances – to all liability, claims, damages, losses, and expenses incurred by the City, whether direct, indirect, consequential, and specifically including (but not limited to) any attorneys’ and Brokers’ fees and other expenses of litigation or arbitration (for convenience, these are collectively referred to as “losses”) that arise from the particular act or omission giving rise to the indemnity obligation.

3.11.2.1 General Indemnity. Except to the extent that one of the more specific indemnity obligations set forth below applies, Broker shall defend, indemnify, and hold harmless the City, including its officers, employees, agents, and volunteers, from any and all losses and claims including any and all claims for personal injury, bodily injury, including death, or damage to property that are caused or alleged to be caused, in whole or in part, by any act or omission of Broker. This obligation of indemnity includes negligent acts (whether concurrent, contributory, or both) by the City. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the sole negligence of the City.

3.11.2.2 Professional Errors and Omissions. For any losses that arise from the exercise of Broker’s professional judgment in the performance of architectural, landscape architectural, engineering, or land surveying services such that RCW 4.24.115 would apply, Broker shall defend, indemnify, and hold harmless the City from all such losses to the extent caused or alleged to be caused by any violation of law, including state, federal, or municipal law or ordinance, or by any negligent act, omission, breach of contract, or willful or intentional misconduct of Broker. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the negligence (whether sole, concurrent, or contributory) of the City.

3.11.2.3 Construction Claims. In the event that this Agreement is relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of any building, highway, road, excavation, or other structure, project, development, or improvement attached to real estate (specifically including moving or demolition in connection therewith) and therefore subject to RCW 4.24.115, Broker shall defend, indemnify, and hold harmless the City from all losses to the extent caused or alleged to be caused by any violation of law, including state, federal, or municipal law or ordinance, or by any negligent act or omission of Broker. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the negligence (whether sole, concurrent, or contributory) of the City.

3.11.3 In any and all claims against the City by any employee of Broker, the indemnification obligations set forth above shall not be limited in any way by any limitation on the amount or type of damages or compensation benefits payable by or for Broker under the applicable worker’s or workmen’s compensation, benefit, or disability laws (including but not limited to the Industrial Insurance laws, Title 51 of the Revised Code of Washington). Broker

October 2, 2018 Agenda Packet Page 69 of 132 expressly waives any immunity Broker might have under such laws and, by entering into this Agreement, acknowledges that this waiver has been mutually negotiated.

3.11.4 The obligations of this Paragraph shall not be construed to negate, abridge, or otherwise reduce any other right or obligation which would otherwise exist as to any person or entity described in this paragraph.

3.11.5 For purposes of this Paragraph only, the term “City” shall mean and include the City and its council members and other elected officials, other officers, employees, and agents, and the term “Broker” shall mean and include Broker, all of its Sub Brokers and suppliers at all tiers, agents, and any other person directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

3.11.6 The parties recognize that one party may have unique knowledge or involvement in the acts that certain claims are based on; therefore, the parties agree that upon receipt or service of a claim arising out of or related to the work or project which is the subject of this Contract, the parties hereto will cooperate in good faith in the defense of any claim. The intent and purpose of this subsection is to ensure the good faith cooperation of both parties in the defense of any claim initially so that all necessary knowledge and personnel are made available to each other in order achieve the best claim defense possible.

3.11.6.1 The parties agree that they each have the right to tender the defense of any third party claims to the other party without violating the provisions of this section. However, notwithstanding any other provision in this section, in the event that either party fails to accept tender from the other party, the parties agree that it is their intent that they will cooperate and initially defend any claims arising out of, in connection with, or incident to their own acts, regardless of the type or characterization of the act(s) and each party is free to assert such defenses, claims, counterclaims and third party claims as they deem appropriate.

3.11.6.2 At the time that liability for any disputed claim is ultimately determined by agreement, as a result of any agreed or mandatory dispute resolution process, or by final order of a court of competent jurisdiction, the parties will reimburse each other for any defense costs and claims costs and payments or judgment satisfaction that may have been incurred pursuant to the provisions of this subsection and which would not have been required of that party under the provisions of subsections 3.9.1 through 3.9.5 if their initial tender of defense had not been improperly rejected.

3.12 Insurance. Unless otherwise stated in Exhibit A, the following insurance requirements shall apply.

3.10.1 Insurance. The Broker shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Broker, its agents, representatives, or employees.

3.10.2 No Limitation. Broker’s maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Broker to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity.

October 2, 2018 Agenda Packet Page 70 of 132 3.10.3 Minimum Scope of Insurance. Broker shall obtain insurance of the types described below:

A. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage.

B. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Broker’s Commercial General Liability insurance policy with respect to the work performed for the City.

C. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington.

D. Professional Liability insurance appropriate to the Broker’s profession.

3.10.4 Minimum Amounts of Insurance. Broker shall maintain the following insurance limits:

A. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident.

B. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.

C. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

3.10.5 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance:

A. The Broker’s insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Broker’s insurance and shall not contribute with it.

B. The Broker’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. In the event that such endorsement cannot be obtained from Broker’s insurance carrier, Broker shall be responsible for providing notice in accordance with the terms of this provision.

3.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.

October 2, 2018 Agenda Packet Page 71 of 132 3.10.7 Verification of Coverage. Broker shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Broker before commencement of the work, which is attached and incorporated by this reference as Exhibit A (“Broker’s Certificate(s) of Insurance”).

3.13 Records, Documents, and Audits.

3.13.1 Original documents, drawings, designs and reports developed under this Agreement, whether in written or electronic format, shall belong to and become the property of City, and shall be promptly delivered to City as required by the Services or at the termination of this Agreement. All written information submitted by City to Broker in connection with the Services will be safeguarded by Broker to at least the same extent as Broker safeguards like information relating to its own business. If such information is publicly available, is already in Broker’s possession or known to it, or is rightfully obtained by Broker from third parties, Broker shall bear no responsibility for its disclosure, inadvertent or otherwise.

3.13.2 City acknowledges that the documents prepared by Broker are prepared specific to the project described herein. If City modifies or uses any of said documents for other projects or purposes without the written approval of Broker, City releases Broker from all responsibility for any errors or omissions therein with respect to such modification or other use.

3.13.3 Broker and its sub Brokers shall maintain books, records, documents, and other evidence directly pertinent to performance of the Services in accordance with generally accepted accounting principles and practices consistently applied. City or any duly authorized representative shall have access to and be permitted to inspect such books, records, documents, and other evidence for the purpose of audit, examination and copying for a period of six (6) years after completion or termination of the Agreement, whichever is later. Audits conducted under this Section 3.11 shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency.

3.14 Disputes and Remedies.

3.14.1 Choice of Law; Venue. This Agreement shall be interpreted in accordance with the laws of the State of Washington. The Superior Court of King County, Washington, shall have exclusive jurisdiction and venue over any legal action arising under this Agreement.

3.14.2 Dispute Resolution. All claims, counterclaims, disputes, and other matters in question between City and Broker arising out of or relating to this Agreement shall be referred to the City Manager or a designee for determination, together with all pertinent facts, data, contentions, and so forth. The City Manager shall consult with Broker’s representative and make a determination within thirty (30) calendar days of such referral. Should the claims, counterclaims, or disputes not be resolved by the City Manager’s decision, the parties shall refer the matter to professional mediation in Seattle, Washington, which shall be conducted within thirty (30) calendar days of the City Manager’s decision. The cost of mediation shall be shared equally. No civil action on any claim, counterclaim, or dispute may be commenced until thirty (30) days following such mediation. In the event of litigation between Broker and City to enforce the rights

October 2, 2018 Agenda Packet Page 72 of 132 under this Agreement, reasonable attorney fees and expenses shall be allowed to the prevailing party.

3.14.3 Remedies. City’s rights and remedies in this Agreement are in addition to all other rights and remedies provided by law. City may exercise such rights and remedies in any order and at any time as it determines necessary or appropriate.

3.15 Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, or at such other address as given pursuant to this Section, and shall be effective on the next business day if sent by registered or certified mail or deposited with an overnight delivery service.

City of Bothell Attn: Jennifer Phillips 18415 101st Ave. NE Bothell, WA 98011

October 2, 2018 Agenda Packet Page 73 of 132 3.16 Entire Agreement. The written terms and provisions of this Agreement, together with all referenced Exhibits, supersede all prior verbal statements of any officer or other representative of City, and such statements shall not be effective or be construed as entering into or forming a part of, or altering in any manner whatsoever, this Agreement. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and the referenced Exhibits.

3.17 Priority of Documents. In the event that the language and provisions of this Agreement are contrary to or conflict with any language or provisions set forth in any exhibit to this Agreement, the language and provisions of this Agreement shall control, and the contrary or conflicting language or provisions of the exhibit(s) shall be disregarded and shall be considered void.

3.18 Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of City and Broker.

3.19 Assignment. Any assignment of this Agreement by Broker without the prior written consent of City shall be void.

3.20 Waiver. A waiver of any breach by either party shall not constitute a waiver of any subsequent breach.

3.21 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

3.22 Counterparts. This Agreement shall be signed in duplicate or triplicate and may not be signed in counterparts.

3.23 Authorized Signatures. By their signatures below each party represents that it has taken all necessary steps and is fully authorized to sign for and on behalf of the named principal above.

3.24 Effective Date. This Agreement shall be effective on the last date entered by the parties below.

SIGNATURE PAGE FOLLOWS IMMEDIATELY

October 2, 2018 Agenda Packet Page 74 of 132 CITY OF BOTHELL

By: Jennifer Phillips Date Its: City Manager

ATTEST/AUTHENTICATED:

Laura K. Hathaway Date City Clerk

APPROVED AS TO FORM:

Paul Byrne Date City Attorney

BROKER:

By: Date Its:

October 2, 2018 Agenda Packet Page 75 of 132 EXHIBIT A

Broker’s Certificate(s) of Insurance

[See Attached]

October 2, 2018 Agenda Packet Page 76 of 132 Att1 to PSA

City of Bothell

REQUEST FOR QUALIFICATIONS RFQ No. 2018-CM1

Professional Services for Real Estate Broker Services

Deadline for Submission Monday, August 13 at 5:00 pm PST

LATE PROPOSALS WILL BE REJECTED

October 2, 2018 Agenda Packet Page 77 of 132 SERVICES DESCRIPTION The City of Bothell seeks a professional, licensed commercial real estate broker to provide all necessary services for the marketing, sale and closing of a specific City owned property, Lot D, located in the heart of Downtown Bothell. See map below for specific location.

BACKGROUND/COMMUNITY Situated in the scenic Sammamish River Valley, Bothell is a thriving community located 11 miles northeast of Seattle, close to Mt. Rainier, Puget Sound, and the incomparable Olympic Peninsula. Incorporated in 1909, Bothell (pop. 44,000) has evolved from an isolated logging village to a full-service city. Straddling two counties, King and Snohomish, and comprising approximately 14.38 square miles, Bothell offers the best in suburban living with safe neighborhoods, award-winning schools, beautiful parks, and a welcoming hometown atmosphere. The City was named one of the top 100 cities in the nation in Livability.com’s “2016 Best Places to Live, Work, and Play in America.”

Bothell’s proximity to two interstate highways, three major state highways, and local and regional transit has made the city increasingly desirable to homebuyers and renters, as well as

October 2, 2018 Agenda Packet Page 78 of 132 to commercial development. Once a bedroom community, today Bothell is a regional employment and educational center. Bothell is well known for its award-winning schools, including the North shore School District (K-12), as well as the University of Washington Bothell and Cascadia College, which share a vibrant, common campus in the city’s historic downtown. UW Bothell has been recognized nationally numerous times for its excellence, most recently in 2016 when Money magazine ranked the university third on its national list of “25 Great, Accessible Colleges for Aspiring Scientists and Engineers.” In 2007, Cascadia College was named the second best community college in the nation by Washington Monthly. The City’s multi-million dollar downtown revitalization project is well underway, with retail space, offices, and numerous apartment complexes. The City invested over $100 million in public funds to redevelop the downtown. This strategy has been the catalyst to attracting over $500 million in private investment in the downtown to date. The Downtown Subarea Plan can be reviewed at: http://www.bothellwa.gov/323/downtown-subarea-plan- regulations. A key strategy to the downtown revitalization was the City’s purchase of numerous parcels in the downtown. Several parcels have been sold to developers and projects are either completed or well underway. Currently, the City owns four parcels.

SUBJECT PROPERTY – LOT D The City Council has directed staff to sell one of these parcels referred to as Lot D, located on the northwest corner of SR 522 and Bothell Way (SR 527). This parcel is considered by many to be the gem and cornerstone of the downtown redevelopment. The development on this corner will be the key entry point for Bothell’s downtown and it should create “a strong sense of arrival in a distinct urban environment.” The parcel (Parcel #237420-0065) comprises 97,783 square feet (2.24 acres) and is zoned “Downtown Core” and “Downtown Neighborhood” with certain regulatory exceptions for “Anchor” uses. The City has worked diligently with the Washington State Department of Ecology over the past several years to remediate contamination found on the property. The City is fully committed to cleaning up the property to MTCA standards and in January 2018 obtained a Consent Decree from the Department of Ecology, which has been filed in and approved by King County Superior Court. The first phase of clean-up has begun and is expected to be completed by the end of November 2018. The following link provides information about the Bothell Service Center Consent Decree. https://fortress.wa.gov/ecy/publications/SummaryPages/1709089.html The property was previously under a Purchase and Sale Agreement and Development Agreement signed on March 15, 2015. Sale of the property was not completed, so it is again available for purchase. The City Council is committed to achieving maximum public benefit from the sale of the property, including: • Securing for the community a specialty grocery store at this location,

October 2, 2018 Agenda Packet Page 79 of 132 • Maximizing the use of space to provide a sense of place and enjoyment for the community, • Architecturally tying this development into the historic downtown, • A number of deed-restricted workforce housing units as part of any housing included in the development, and • Providing adequate parking for all amenities. The ability and willingness of the prospective buyer to develop the property is critically important to the overall success of the downtown, so the purchase and sale agreement and any subsequent development agreement will require a commitment to timely, clearly defined, and expedient development milestones.

BROKER SCOPE OF WORK • Maintain regular and ongoing communications and consultations with City Manager throughout process • Develop an aggressive marketing strategy to ensure greatest and most optimal return for the City while achieving the development criteria/expectations • Identify interested and qualified buyers for the parcel • Communicate, advise and negotiate with buyers on behalf of the City • Provide information such as statistics, market analysis, pricing and valuations • Advertise at Broker’s expense the sale of Lot D • Effectively and accurately articulate City’s vision and requirements for the property • Analyze and evaluate offers and provide recommendations • Prepare and present any counter-offers • Maintain escrow file for all transactions • Provide accurate land use information to interested buyers • Administrate all other customary activities and services associated with real estate transactions.

October 2, 2018 Agenda Packet Page 80 of 132 BROKER QUALIFICATIONS Respondents to this RFQ shall have the following qualifications: • Must be licensed and in good standing with the Washington State Department of Licensing (or, in good standing regarding Washington State licensing requirements) • Must be knowledgeable in the local real estate market and possess experience with marketing comparable commercial properties • Must maintain high ethical standards and disclose conflicts or potential conflicts of interest to the City Manager in a timely manner when dealing with prospective buyers or their representatives

PROFESSIONAL SERVICES AGREEMENT AND INSURANCE REQUIREMENTS A copy of the City’s standard Professional Services Agreement and insurance requirements is attached to this RFQ. Provide any exceptions to these documents as part of proposal.

FEE SCHEDULE Compensation for the scope of work shall be through real estate brokerage commission paid through the proceeds of the sale of Lot D. If the sale of property does not close for any reason, the Broker will not be entitled to any compensation. The City will not incur any expenses or services rendered by the Broker in the performance of this property sale. The proposer shall bear all costs for developing their proposal, attending meetings, participating in conference calls, media advertising, soliciting buyers, showing the property, and completing all the paper work as required to negotiate and complete the sale of the property. Broker shall propose commission rate for selling Lot D.

RESPONSE CONTENT Respondents shall provide the following information in their formal response to the City’s RFQ: 1. Transmittal Letter – the letter shall state the location where the work is to be performed and signed by a principal of the firm. 2. Executive Summary – overview (1-2 pages only) of the entire response describing its most important elements. The summary should present the responder’s basic scope of work, objectives and intended results of the services to be provided. It should summarize how the services meet the criteria of this RFQ and why the respondent is best qualified to perform the work. 3. Identity of Respondent – legal name and business address of the agency or organization submitting the response, legal form, proof of business status, and

October 2, 2018 Agenda Packet Page 81 of 132 name, title, address and telephone number of broker and the name, title, address and telephone number of any key representatives 4. Work Plan – detailed description of the approach and methodology to be used to meet the objectives of the services to be provided 5. Staffing – list of personnel and their respective experience who will be directly assigned to the work, together with an overview of responsibilities for those services. 6. Statement of Experience and Qualifications – list of current and past commercial listings and sales on similar properties, description of regional expertise, ability to connect nationally to potential clients/buyers, experience working with local governments, knowledge of Bothell and the downtown revitalization, and proven ability to identify developers that possess the vision, ability, capital and integrity to deliver a highly unique and dynamic cornerstone projects in the heart of transitioning downtowns. 7. Commission rate – proposed commercial real estate commission rate to be provided on gross real estate transaction. This rate is to cover any and all costs, direct or indirect, for the services under which Lot D is sold. 8. References – provide at least five (5) references from clients with similar properties which were listed or sold by respondent within the last two years.

RESPONSE SUBMITTAL 1. Submit four (4) bound responses and one electronic copy in Microsoft Word no later than 5:00 pm PST on August 13, 2018 to: Jennifer Phillips, City Manager City of Bothell, 18415 101st Avenue Bothell, WA 98011 2. The responses must be submitted in an envelope clearly marked with the respondent’s name and “RFQ No. 2018-CM1 – REAL ESTATE BROKER SERVICES” 3. All questions regarding this RFQ should be submitted in writing to [email protected] by 5:00 pm PST on July 31, 2018. 4. Responses submitted to the City become public documents subject to disclosure once the contract is awarded.

October 2, 2018 Agenda Packet Page 82 of 132 EVALUATION OF RESPONSES City staff will evaluate the responses based on the criteria below. Questions concerning the property or responder requirements should be directed to Jennifer Phillips, City Manager, 425-806-6141 or [email protected] Responses will be ranked based on the criteria listed below: 1. Demonstrated experience in providing real estate services for public agencies and large commercial clients 2. Quality and responsiveness of the proposal 3. Real estate commission 4. Scope of work and tasks necessary with the appropriate activities and services to effectuate the real estate transaction goal sought by the City in a timely manner to full closure 5. Expertise, qualifications, and directly related experience of the broker/agent assigned to the real estate transaction 6. References 7. Demonstrated ability to perform quality work and meet time schedules 8. Ability to work and communicate effectively with the public, council members, and city staff

October 2, 2018 Agenda Packet Page 83 of 132 CITY OF BOTHELL SAMPLE PROFESSIONAL SERVICES AGREEMENT Contract No. ______

1. Parties.

2. Recitals.

2.1 City desires to obtain professional services for work related to provide professional real estate broker services.

2.2 City has solicited for such professional services as required by law, including chapter 39.80 RCW if applicable.

2.4 Broker agrees to perform the work and services specified herein in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits and promises set forth herein, it is agreed by and between the parties as follows:

3. Terms and Conditions.

3.1 Services. City hereby retains Broker, and Broker agrees, to provide professional real estate broker services (“Services”). The start date and schedule for meetings will be determined by Broker and City.

3.2 Payment.

3.2.1 City shall pay the Broker for Services at the rate ______. In no event shall the amount paid by City exceed the sum of ______, including applicable sales taxes. This amount is the maximum amount to be paid under this Agreement and shall not be exceeded without prior written authorization from City in the form of a negotiated and executed supplemental agreement. The hourly rate and maximum amount set forth here shall be referred to as the “Schedule of Charges.”

3.2.2 Broker shall submit periodic invoices (but not more frequently than monthly) to City upon completion of the Services. City shall pay Broker within forty-five (45) days of the receipt of a correct invoice in accordance with City’s usual payment procedures. If City objects to all or any portion of any invoice, it shall so notify Broker within twenty (20) days

October 2, 2018 Agenda Packet Page 84 of 132 from the date of receipt but shall pay the undisputed portion of the invoice. The parties shall immediately make every effort to settle the disputed portion of any invoice.

3.2.3 Acceptance of any payment by Broker shall constitute a release of all payment claims against City arising under this Agreement as to such portion of the Services. No payment to Broker, whether periodic or final, shall constitute a waiver or release by City of any claim, right, or remedy it may have against Broker regarding performance of the Services as required by this Agreement.

3.3 Time of Performance. Broker agrees that the Services shall begin immediately upon the Effective Date or City’s issuance of a Notice to Proceed, whichever is applicable, and Broker shall continue to perform the Services with due diligence. In no event shall completion of the Services be delayed beyond December 31, 2018. The Schedule of Charges and time for performance of the Services shall not be increased because of any delays or costs attributable to Broker. In the event of a delay not attributable to Broker, which could not be reasonably anticipated and which results in an increase in costs to perform the Services, City may at its discretion, through the execution of an amendment or supplemental agreement, increase the Schedule of Charges and/or time for performance of the Services.

3.4 Relationship of Parties. Broker is an independent contractor under this Agreement, and the parties intend that an independent contractor-client relationship is the only relationship created by this Agreement. No employee, agent, representative, or sub Broker of Broker shall be or shall be deemed to be the employee, agent, representative, or sub Broker of City. Broker has no authority, and will not represent itself to have authority, to legally bind City or otherwise act for City or on City’s behalf. None of the compensation or other benefits provided by City to its employees shall be available to Broker’s employees, agents, representatives or sub Brokers. Broker shall be solely responsible for all compensation, taxes, withholding, and other benefits due to its employees, agents, representatives, and sub Brokers. Broker shall be solely responsible for its acts and omissions and for the acts and omissions of Broker’s agents, employees, representatives, and sub Brokers during performance of this Agreement. On or before the Effective Date, Broker shall file, maintain, and/or open all necessary records with the Internal Revenue Service and the State of Washington, and as may be required by RCW 51.08.195, to establish Broker’s status as an independent contractor.

3.5 Services Performed at Broker’s Risk. Broker shall take all precautions reasonably necessary to perform the Services and shall be responsible for the safety of its employees, agents and sub Brokers in the performance of the Services.

3.6 Supervision, Inspection and Performance.

3.6.1 Even though Broker is an independent contractor with the authority to control and direct the performance and details of the Services, the Services must meet the approval of City and shall be subject to City’s general right of inspection and supervision to secure the satisfactory completion of this Agreement.

3.6.2 Broker represents that it has or will obtain all personnel necessary to perform the Services and that such personnel shall be qualified, experienced, and licensed as may be necessary or required by applicable laws and regulations to perform the Services. All Services

October 2, 2018 Agenda Packet Page 85 of 132 shall be performed by Broker, its employees, or by sub Brokers whose selection has been authorized by City; provided that City’s authorization shall not relieve Broker or its sub Brokers from any duties or obligations under this Agreement, or at law, to perform the Services in a satisfactory and competent manner. Broker shall ensure that all contractual duties, requirements and obligations that Broker owes to City shall also be owed to City by Broker’s sub Brokers retained to perform the Services.

3.6.3 Broker shall be responsible for the professional quality, technical adequacy, accuracy, timely completion, and coordination of the Services and all plans, designs, drawings, specifications, reports, and other work performed pursuant to this Agreement. Broker shall perform the Services in accordance with the standard of care of its profession in the same or similar localities at the time services are performed. Broker shall be responsible for the professional standards, performance, and actions of all persons and firms performing the Services under this Agreement. Broker shall, without additional compensation, correct any specific breach of a contractual obligation in the Services and revise any errors or omissions in any plans, designs, drawings, specifications, reports, and other products prepared under this Agreement.

3.7 Termination of Agreement.

3.7.1 Termination by City for Broker’s Default. City may terminate this Agreement, in whole or in part and at any time, in writing if Broker substantially fails to fulfill any or all of its material obligations through no fault of City. If City terminates all or part of this Agreement for default, City shall determine the amount of Services satisfactorily performed to the date of termination and the amount owing to Broker using the criteria set forth below; provided that (a) no amount shall be allowed for anticipated profit on unperformed Services or other work, and (b) any payment due to Broker at the time of termination may be adjusted to the extent of any additional costs City incurs or will incur because of Broker’s default. In such event, City shall consider the actual costs incurred by Broker in performing the Services to the date of termination, the amount of Services originally required which was satisfactorily completed to the date of termination, whether the Services or deliverables were in a form or of a type which is usable and suitable to City at the date of termination, the cost to City of either completing the Services itself or employing another firm to complete the Services in addition to the inconvenience and time which may be required to do so, and other factors which affect the value to City of the Services performed to the date of termination. Under no circumstances shall payments made under this provision exceed the Schedule of Charges. This provision shall not preclude City from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by withheld payments.

3.7.2 Termination by City for Convenience. City may terminate this Agreement, in whole or in part and at any time, for the convenience of City. City shall terminate by delivery to Broker a notice of termination specifying the extent of the termination and the effective date of termination. If City terminates this Agreement for convenience, City shall pay Broker the amount otherwise due in accordance with this Agreement for Services satisfactorily performed to the date of termination.

3.7.3 Termination by Broker. Broker may terminate this Agreement in the case of a material breach and upon failure of City to remedy said breach within ten (10) days of written notice by Broker of such breach. Broker may also terminate the Agreement if key personnel and/or

October 2, 2018 Agenda Packet Page 86 of 132 facilities are lost due to an act of God or other catastrophe creating a situation under which Broker is physically unable to perform. Broker’s notice of termination shall be in writing.

3.8 Discrimination. When hiring of employees to perform Services, and in any subcontract arising hereunder, Broker, its sub Brokers, or any person acting on behalf of Broker or sub Broker shall not, by reason of race, religion, color, age, sex, national origin or the presence of any sensory, mental or physical handicap, veteran status, or sexual orientation, discriminate against any person who is qualified and available to perform the Services to which the employment relates.

3.9 Indemnification and Compliance with Law.

3.9.1 The indemnification and defense obligations specified in this Section 3.9 (“Indemnity Obligations”) have been mutually negotiated and shall survive the expiration, abandonment, or termination of this Agreement. The Indemnity Obligations shall extend to claims that are not reduced to a suit and to any claims that may be compromised prior to the culmination of any litigation or the institution of any litigation. Inspection, acceptance or payment by City of or for any Services performed by Broker shall not be grounds for avoidance of any Indemnity Obligations.

3.9.2 Broker’s duty to indemnify the City under this Agreement varies, as more particularly set forth below, depending on the circumstances that give rise to the obligation of indemnity. However, the Broker’s indemnity obligation shall extend – under any and all such circumstances – to all liability, claims, damages, losses, and expenses incurred by the City, whether direct, indirect, consequential, and specifically including (but not limited to) any attorneys’ and Brokers’ fees and other expenses of litigation or arbitration (for convenience, these are collectively referred to as “losses”) that arise from the particular act or omission giving rise to the indemnity obligation.

3.9.2.1 General Indemnity. Except to the extent that one of the more specific indemnity obligations set forth below applies, Broker shall defend, indemnify, and hold harmless the City, including its officers, employees, agents, and volunteers, from any and all losses and claims including any and all claims for personal injury, bodily injury, including death, or damage to property that are caused or alleged to be caused, in whole or in part, by any act or omission of Broker. This obligation of indemnity includes negligent acts (whether concurrent, contributory, or both) by the City. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the sole negligence of the City.

3.9.2.2 Professional Errors and Omissions. For any losses that arise from the exercise of Broker’s professional judgment in the performance of architectural, landscape architectural, engineering, or land surveying services such that RCW 4.24.115 would apply, Broker shall defend, indemnify, and hold harmless the City from all such losses to the extent caused or alleged to be caused by any violation of law, including state, federal, or municipal law or ordinance, or by any negligent act, omission, breach of contract, or willful or intentional misconduct of Broker. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the negligence (whether sole, concurrent, or contributory) of the City.

October 2, 2018 Agenda Packet Page 87 of 132 3.9.2.3 Construction Claims. In the event that this Agreement is relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of any building, highway, road, excavation, or other structure, project, development, or improvement attached to real estate (specifically including moving or demolition in connection therewith) and therefore subject to RCW 4.24.115, Broker shall defend, indemnify, and hold harmless the City from all losses to the extent caused or alleged to be caused by any violation of law, including state, federal, or municipal law or ordinance, or by any negligent act or omission of Broker. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the negligence (whether sole, concurrent, or contributory) of the City.

3.9.3 In any and all claims against the City by any employee of Broker, the indemnification obligations set forth above shall not be limited in any way by any limitation on the amount or type of damages or compensation benefits payable by or for Broker under the applicable worker’s or workmen’s compensation, benefit, or disability laws (including but not limited to the Industrial Insurance laws, Title 51 of the Revised Code of Washington). Broker expressly waives any immunity Broker might have under such laws and, by entering into this Agreement, acknowledges that this waiver has been mutually negotiated.

3.9.4 The obligations of this Paragraph shall not be construed to negate, abridge, or otherwise reduce any other right or obligation which would otherwise exist as to any person or entity described in this paragraph.

3.9.5 For purposes of this Paragraph only, the term “City” shall mean and include the City and its council members and other elected officials, other officers, employees, and agents, and the term “Broker” shall mean and include Broker, all of its Sub Brokers and suppliers at all tiers, agents, and any other person directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

3.9.6 The parties recognize that one party may have unique knowledge or involvement in the acts that certain claims are based on; therefore, the parties agree that upon receipt or service of a claim arising out of or related to the work or project which is the subject of this Contract, the parties hereto will cooperate in good faith in the defense of any claim. The intent and purpose of this subsection is to ensure the good faith cooperation of both parties in the defense of any claim initially so that all necessary knowledge and personnel are made available to each other in order achieve the best claim defense possible.

3.9.6.1 The parties agree that they each have the right to tender the defense of any third party claims to the other party without violating the provisions of this section. However, notwithstanding any other provision in this section, in the event that either party fails to accept tender from the other party, the parties agree that it is their intent that they will cooperate and initially defend any claims arising out of, in connection with, or incident to their own acts, regardless of the type or characterization of the act(s) and each party is free to assert such defenses, claims, counterclaims and third party claims as they deem appropriate.

3.9.6.2 At the time that liability for any disputed claim is ultimately determined by agreement, as a result of any agreed or mandatory dispute

October 2, 2018 Agenda Packet Page 88 of 132 resolution process, or by final order of a court of competent jurisdiction, the parties will reimburse each other for any defense costs and claims costs and payments or judgment satisfaction that may have been incurred pursuant to the provisions of this subsection and which would not have been required of that party under the provisions of subsections 3.9.1 through 3.9.5 if their initial tender of defense had not been improperly rejected.

3.10 Insurance. Unless otherwise stated in Exhibit A, the following insurance requirements shall apply.

3.10.3 Minimum Scope of Insurance. Broker shall obtain insurance of the types described below:

C. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington.

D. Professional Liability insurance appropriate to the Broker’s profession.

3.10.4 Minimum Amounts of Insurance. Broker shall maintain the following insurance limits:

A. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident.

B. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.

October 2, 2018 Agenda Packet Page 89 of 132 C. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

3.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.

3.10.7 Verification of Coverage. Broker shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Broker before commencement of the work, which is attached and incorporated by this reference as Exhibit A (“Broker’s Certificate(s) of Insurance”).

3.11 Records, Documents, and Audits.

3.11.1 Original documents, drawings, designs and reports developed under this Agreement, whether in written or electronic format, shall belong to and become the property of City, and shall be promptly delivered to City as required by the Services or at the termination of this Agreement. All written information submitted by City to Broker in connection with the Services will be safeguarded by Broker to at least the same extent as Broker safeguards like information relating to its own business. If such information is publicly available, is already in Broker’s possession or known to it, or is rightfully obtained by Broker from third parties, Broker shall bear no responsibility for its disclosure, inadvertent or otherwise.

3.11.2 City acknowledges that the documents prepared by Broker are prepared specific to the project described herein. If City modifies or uses any of said documents for other projects or purposes without the written approval of Broker, City releases Broker from all responsibility for any errors or omissions therein with respect to such modification or other use.

3.11.3 Broker and its sub Brokers shall maintain books, records, documents, and other evidence directly pertinent to performance of the Services in accordance with generally accepted accounting principles and practices consistently applied. City or any duly authorized representative shall have access to and be permitted to inspect such books, records, documents, and other evidence for the purpose of audit, examination and copying for a period of six (6) years

October 2, 2018 Agenda Packet Page 90 of 132 after completion or termination of the Agreement, whichever is later. Audits conducted under this Section 3.11 shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency.

3.12 Disputes and Remedies.

3.12.1 Choice of Law; Venue. This Agreement shall be interpreted in accordance with the laws of the State of Washington. The Superior Court of King County, Washington, shall have exclusive jurisdiction and venue over any legal action arising under this Agreement.

3.12.2 Dispute Resolution. All claims, counterclaims, disputes, and other matters in question between City and Broker arising out of or relating to this Agreement shall be referred to the City Manager or a designee for determination, together with all pertinent facts, data, contentions, and so forth. The City Manager shall consult with Broker’s representative and make a determination within thirty (30) calendar days of such referral. Should the claims, counterclaims, or disputes not be resolved by the City Manager’s decision, the parties shall refer the matter to professional mediation in Seattle, Washington, which shall be conducted within thirty (30) calendar days of the City Manager’s decision. The cost of mediation shall be shared equally. No civil action on any claim, counterclaim, or dispute may be commenced until thirty (30) days following such mediation. In the event of litigation between Broker and City to enforce the rights under this Agreement, reasonable attorney fees and expenses shall be allowed to the prevailing party.

3.12.3 Remedies. City’s rights and remedies in this Agreement are in addition to all other rights and remedies provided by law. City may exercise such rights and remedies in any order and at any time as it determines necessary or appropriate.

3.13 Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, or at such other address as given pursuant to this Section, and shall be effective on the next business day if sent by registered or certified mail or deposited with an overnight delivery service.

City of Bothell Attn: Jennifer Phillips 18415 101st Ave. NE Bothell, WA 98011

October 2, 2018 Agenda Packet Page 91 of 132 3.14 Entire Agreement. The written terms and provisions of this Agreement, together with all referenced Exhibits, supersede all prior verbal statements of any officer or other representative of City, and such statements shall not be effective or be construed as entering into or forming a part of, or altering in any manner whatsoever, this Agreement. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and the referenced Exhibits.

3.15 Priority of Documents. In the event that the language and provisions of this Agreement are contrary to or conflict with any language or provisions set forth in any exhibit to this Agreement, the language and provisions of this Agreement shall control, and the contrary or conflicting language or provisions of the exhibit(s) shall be disregarded and shall be considered void.

3.16 Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of City and Broker.

3.17 Assignment. Any assignment of this Agreement by Broker without the prior written consent of City shall be void.

3.18 Waiver. A waiver of any breach by either party shall not constitute a waiver of any subsequent breach.

3.19 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

3.20 Counterparts. This Agreement shall be signed in duplicate or triplicate and may not be signed in counterparts.

3.21 Authorized Signatures. By their signatures below each party represents that it has taken all necessary steps and is fully authorized to sign for and on behalf of the named principal above.

3.22 Effective Date. This Agreement shall be effective on the last date entered by the parties below.

SIGNATURE PAGE FOLLOWS IMMEDIATELY

October 2, 2018 Agenda Packet Page 92 of 132 CITY OF BOTHELL

By: Jennifer Phillips Date Its: City Manager

ATTEST/AUTHENTICATED:

Laura K. Hathaway Date City Clerk

APPROVED AS TO FORM:

Paul Byrne Date City Attorney

BROKER:

By: Date Its:

October 2, 2018 Agenda Packet Page 93 of 132 EXHIBIT A

Broker’s Certificate(s) of Insurance

[See Attached]

October 2, 2018 Agenda Packet Page 94 of 132 Att-2 to PSA

Real Estate Broker Services RFQ No. 2018-CM1

Presented to Presented by

Jennifer Phillips Kidder Mathews City Manager Blair Howe, CCIM City of Bothell 601 Union Street, Suite 4270 18415 101st Avenue Seattle, WA 98101 Bothell, WA 98011 (206) 963-0894 [email protected]

August 13, 2018, 5:00 PM

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Table of Contents

1. Transmittal Letter...... 3 2. Executive Summary...... 4 3. Identity of Respondent...... 6 4. Work Plan ...... 7 5. Staffing...... 19 6. Experience and Qualifications...... 27 7. Commissions ...... 36 8. References...... 37

2 October 2, 2018 Agenda Packet Page 96 of 132 City of Bothell

1. Transmittal Letter

August 13, 2018

Ms. Jennifer Phillips City Manager City of Bothell 18415 101st Avenue Bothell, WA 98011 [email protected]

Dear Ms. Phillips,

Kidder Mathews is pleased to present its proposal to provide real estate brokerage services to the City of Bothell for the disposition and development of its Lot D property.

Lot D is a unique asset situated in a highly desirable market. Kidder Mathews is excited about the opportunity to leverage its resources to attract a developer that will pay the maximum value for the property and commit to developing a project that achieves the City’s objectives in a timely manner.

We are committed to helping the City of Bothell achieve its vision of a development that provides sense of place that is architecturally tied to the historic downtown and includes a specialty grocery store, workforce housing, and ample parking. The marketing approach outlined in our response is intended to give the City of Bothell the opportunity to select a buyer that best meets this vision by creating maximum interest in the property and generating strong offers.

Kidder Mathews has a long track record helping clients close complex, high-profile property transactions. It also has specialized expertise providing public sector clients with real estate services, and understands the importance of producing quality work, meeting time schedules, and communicating with the public. Its professionals are ready to leverage the firm’s resources, relationships, and knowledge to help the City of Bothell achieve its objectives.

Kidder Mathews serves the Bothell market from its Seattle and Bellevue offices and is readily available to meet to discuss any aspect of the proposal. Do not hesitate to contact us with questions or comments at (206) 963-0894 or [email protected].

Thank you for your consideration.

Sincerely,

Blair Howe, CCIM Ross Klinger Susan Zimmermn Michael George

3 October 2, 2018 Agenda Packet Page 97 of 132 1201 Pacific Avenue, Suite 1400 Tacoma, WA 98402 T 253.722.1400 F 253.722.1409 kiddermathews.com City of Bothell

2. Executive Summary

Kidder Mathews (Kidder) understands the City of Bothell’s (City) vision for development that provides sense of place that is architecturally tied to the historic downtown and includes a specialty grocery store, workforce housing, and sufficient parking. Kidder also understands the City’s desire for a developer that is willing to commit to a project that achieves this vision in a timely manner. To achieve the City’s objectives, Kidders’ marketing plan calls for exposing Lot D to the greatest number of potential buyers with an emphasis on the investor/developer market. The intent is to create maximum interest in the property and generate multiple offers – giving the City the opportunity to select the buyer that best delivers on its vision for the property. Kidder’s proposed scope of work is consistent with the basic scope of work outlined in the RFQ. The work plan includes a three-phase process to carry out the successful disposition and development of the property.

• Phase 1- preparations are made, the marketing plan is finalized, due diligence materials are assembled, marketing collateral information is created, standard documents prepared, and the property website is completed. • Phase 2 - the marketing campaign is launched, marking the beginning of the ongoing marketing effort. E-Blasts are distributed, phone contacts made, signage is installed, the property website is activated, commercial listings are posted, and property tours are conducted. End-users, investors, and developers are targeted through print and electronic media designed to drive prospective buyers to the property website. In person contacts are made with active buyers, investors, and the commercial real estate brokerage community to communicate the nature of the opportunity. • Phase 3 - Kidder supports the buyer evaluation and selection process, facilitates final offers if appropriate, negotiates on behalf of the City, and provides support thought the closing of the transaction.

The Kidder team assigned to serve the City includes experts in; managing high-profile public property dispositions, development site dispositions, retail sales and leasing, and affordable housing. The team is made up of veterans who have, worked together, have experience that is paired with the City’s objectives, and are fiercely committed to creating successful outcomes. Blair Howe, CCIM is the project manager, Ross Klinger specializes in development site acquisitions and dispositions, Suzan Zimmerman is the team’s retail specialist, and Michael George is a broker and consultant with a unique understanding of the affordable housing marketplace.

Kidder has significant shares of the North-end Commercial Real Estate Market. According to Costar, Inc. it is number one in market share for listings in land (31%) and buildings (17%). The firm ranks number three in lease listings with approximately 14% market share. Examples of Kidder experience selling properties in Bothell include the sale of the former Safeway property in downtown Bothell and the Amgen property sale in North Creek.

Kidder meets the minimum requirements – State licensing in good standing, local knowledge, and experience marketing similar properties. Further, its work reflects the highest ethical standards. Real and perceived conflicts of interest are addressed in a timely manner and resolved immediately. Kidder is proposing a real estate fee equal to 2.5% of the sale price of the property, all-inclusive, paid upon closing. In the event agents other that those assigned to the team are the procuring cause, the total fee will be 3.0%, 1% to the selling agents and 2.0% to Kidder team.

The references presented in this proposal are for principles involved in similar transactions where Kidder provided representation. In addition, references are also presented for public sector clients served by Kidder. The City’s desire to sell the property to a buyer that will commit to the timely development of the property.

4 October 2, 2018 Agenda Packet Page 98 of 132 City of Bothell

We believe the rational for selecting Kidder to complete the assignment is compelling for the following reasons.

• Local firm - headquartered in Seattle. • Strong position in the regional marketplace. • International reach. • High-profile public sector property dispositions. • Experience marketing development sites. • Retail leasing and sales expertise. • Affordable housing market knowledge. • Local market knowledge and experience. • Relationships with market participants. • A marketing plan that insures the greatest response and choices for the City. • Firm’s resources behind the Kidder team.

In summary, the Kidder proposal demonstrates how it meets or exceeds all stated criteria in the RFQ.

Meets or Selection Criteria Exceeds Criteria Demonstrated experience in providing real estate services for public agencies and large X commercial clients Quality and responsiveness of the proposal X Competitive real estate commission X Scope of work and tasks necessary with the appropriate activities and services to effectuate the real estate transaction goal sought by the City in a timely manner to full closure X

Expertise, qualifications, and directly related experience of the broker/agent assigned to the real estate transaction X References X Demonstrated ability to perform quality work and meet time schedules X Ability to work and communicate effectively with the public, council members, and city staff X

5 October 2, 2018 Agenda Packet Page 99 of 132 City of Bothell

3. Identity of Respondent

Kidder Mathews has operated in Washington State since 1971, initially registered as Kidder Mathews & Segner, Inc. In 2009 the Firm changed its ownership structure and modified its name to Kidder Mathews LLC. In 2018 it changed its name to Kidder Mathews Inc. Excerpts from the Firm’s registration with the Washington Secretary of State’s office and Washington State Department of Licensing are presented below.

The Firm’s business address is 601 Union Street, Suite 4720, Seattle, WA 98101. The names of the Kidder Mathews team members and contact information are as follows.

• Blair Howe, CCIM, Vice President, 601 Union Street, Suite 4720, Seattle, WA 98101. (206) 963-0894. WA RE License #6870. • Ross Klinger, Senior Vice President, 500 108th Avenue NE, Suite 2400, Bellevue, WA 98004. (425) 450-1146. WA RE License #87182. • Susan Zimmerman, Senior Vice President, 601 Union Street, Sutie 4720, Seattle, WA 98101. (206) 296-9613. WA RE License #23987. • Michael George, Senior Project Manager, 601 Union Street, Suite 4720, Seattle, WA 98101. (206) 389-2284. WA RE License #134223.

6 October 2, 2018 Agenda Packet Page 100 of 132 City of Bothell

4. Work Plan

INTRODUCTION

This section describes how Kidder Mathews will carry out the disposition of City’s Property, consistent with the City’s stated scope of work restated below. Kidder Mathews stands ready to work with the City to refine its plan and go to work.

CITY OF BOTHELL’S BROKER SCOPE OF WORK

WORK PLAN APPROACH

Kidder Mathews approach to the property disposition focuses on maximizing awareness, effectively communicating the features and benefits of the property, and creating an environment that attracts the largest number of qualified buyers to pursue the property. It is a proven approach that is smooth, transparent, maximizes competition, and will generated the greatest value for the City.

Kidder Mathews will execute the disposition of City’s property as described in the Draft Marketing Plan presented below. The Marketing Plan describes how the property will be positioned, promoted, priced, and how the disposition will be executed. It contains the specifies about:

• How the City property is positioned as one of the most attractive development sites in the City • The target market and details how the property will be promoted to maximize exposure and engage buyers • The project team’s communications with the City, prospective buyers, the public, and the press; in addition to the communication protocols with perspective buyers during negotiations • The schedule for completing the dispositions

The Marketing Plan also describes how the property website is integral to property disposition and is its public face. It presents the property, summarizes the market, outlines offering procedures, contains offering documents and due diligence materials, and links to a virtual deal room used to manage the transaction.

7 October 2, 2018 Agenda Packet Page 101 of 132 City of Bothell

Disposition Strategy high-value development sites, retail strategies, and affordable housing markets. To support the team, all of Kidder Mathews There are any number of strategies that can be employed resources are available to facilitate the disposition. Its brokers, for the disposition of City’s Lot D. Without the benefit of appraisers, mortgage brokers, property managers, and discussions with the City, Kidder Mathews has developed a development and construction managers, and marketing strategy that responds to the circumstances. The strategy support staff are available to support the disposition team. is built to achieve the City’s goals; attract a specialty grocery store, create a sense of place that is architecturally Upon execution of a professional services agreement with tied to historic downtown, create workforce housing, and the City, Kidder Mathews will execute the tasks detailed in provide adequate parking. To achieve these objectives the the marketing plan, below. disposition seeks to:

• Maximize exposure of the property to MARKETING PLAN prospective buyers. • Obtain the highest sale price so that the City can The basis for the marketing plan is an identification of leverage its resources for the greatest public good. the property’s strengths and weaknesses. Further, an • Facilitate an open, transparent, and fair offering understanding of the major external forces that can have an environment. impact on the property disposition. • Secure offers from qualified buyers. • Facilitate a smooth disposition process Strengths & Weaknesses • Receive multiple competitive offers. STRENGTHS

The strategy is responsive to the issues that will need to be • Highly visible property. resolved before the property can be effectively marketed. • In the path of growth. Two issues stand out. The first is the environmental • Located in the heart of downtown Bothell. remediation of the soils contamination which is the subject • Strong demographics. of a proposed Consent Decree from the Department of • Opportunity to be part of the City’s rapidly Ecology. The timing of the receipt of the Consent Decree and redeveloping downtown. its influence on the marketing effort needs further discussion. • New infrastructure – roads and utilities. The second issue is the City’s commitment to the sale of • Amenity rich neighborhood. the property. This issue can be minimized by establishing • Proximity to the Park at Bothell Landing. a minimum criterion under which, when achieved by a • Strong regional economy. prospective buyer, the City will close on the sale of the • Development site large enough to support an property. The City’s stated goals for the future of the institutional grade investment property form the basis for minimum criterion, with additional specificity and refinement. Clarity about these issues will help to attract more interest in the property by removing WEAKNESSES & CHALLENGES uncertainty. With more interest, comes more choices for the City and the opportunity to maximize public benefits. • Located on busy SR 522. • Un-resolved soil contamination issues. • Previously under contract. Implementation • Potential changes in the market for To implement the marketing plan, Kidder Mathews has development sites. assembled a core team of individuals with expertise in • Low Water table in the neighborhood specific disciplines that will or may be needed to complete • Zoned with large parking requirements the assignment. The team includes subject matter expertise in • High water table in the neighborhood public property dispositions, the disposition of • High minimum parking requirements

8 October 2, 2018 Agenda Packet Page 102 of 132 City of Bothell

Timeline PROPERTY WEBSITE

The preliminary schedule presented later in this proposal The property website is the heart of the modern real estate outlines the major tasks and milestones for the marketing and marketing. Kidder Mathews will create and register the sale of the property. Upon acceptance of an offer by the City, property domain name which will be dedicated to the property Kidder Mathews will work with the City and its escrow agent, to prepare a closing schedule that indicates key dates by which the parties must perform and the anticipated closing date.

Contract Immediately after the award and execution of the contract for professional real estate services between the City and Kidder Mathews, Kidder Mathews will finalize all marketing and presentation materials.

MARKETING CAMPAIGN The marketing campaign is a three-phase effort; Phase I – Preparation of Due Diligence and Marketing Materials, Phase II – Marketing Campaign Launch and Ongoing Marketing, and Phase III – Call For Offers & Transaction Management VIEW WEBSITE

PHASE I: Preparation of Due Diligence and Marketing Materials offering. All marketing activities drive prospective buyers to the website where the offering information is headquartered. The DUE DILIGENCE website hosts all information to support the transaction: the offering, buyer registration, agent contact information, property Kidder Mathews will coordinate with the City to assemble tour procedures, bid procedures, bid documents, schedule, the following: due diligence, and marketing materials.

• As-built plans REAL CAPITAL MARKETS • Inspection reports • Comprehensive plan, zoning code, and other Kidder Mathews’ approach calls for utilizing the property planning summaries website augmented by the Real Capital Markets (RCM) • GIS Data – street system, traffic, utilities, critical platform. RCM’s customer database and “virtual deal room” areas, etc. provides exposure to an additional pool of potential • Property specific studies – soils, drainage, utilities, buyers, an efficient transaction platform, and real-time storm water system, sewer, water, electricity, gas, ALTA reporting. All major brokerage firms use RCM for marketing survey, and environmental reports institutional commercial properties. The “virtual deal room” • Market and demographic reports is a centralized area where all due diligence materials are • Property photographs, aerial photographs accessible to potential buyers. It presents due diligence • Property tax levy rate history documents in an organized fashion and provides electronic • Preliminary title report notifications to potential buyers about information updates. • Other contracts Real-time tracking and reporting provides opportunity to • Appraisals see recent activity and collaborate in real time using RCM’s • Prospective service/maintenance contracts marketing, offer comparison, and the closing process reports. • Prospective utility agreements

9 October 2, 2018 Agenda Packet Page 103 of 132 City of Bothell

PROPERTY BROCHURE - OFFERING MEMORANDUM SIGNAGE

The property brochure (offering memorandum), created in Strategically placed “For Sale” signs will be situated on print and digital formats, contains imagery and property the property to maximize exposure to pedestrian and data to provide potential buyers enough information to vehicular traffic. Sign copy will be simple to maximize make an early determination of interest. impact and solicit the greatest number of inquiries, and will include the offering, contact telephone number, and property website address.

ietheo

BLAIR HOWE ROSS KLINGER TIM FOSTER

PRINTING & DIGITAL ADVERTISING E-MARKETING FLYER To create additional awareness, print and digital The digital marketing advertisements will be placed with the local print flyer is distributed via media, and local and national electronic media. The email to prospective advertisements include photographs, description of the buyers and real estate offering, contact telephone number, and the property agents locally, nationally, website address. Local print advertisement and and internationally. The placements in the digital media include on-line versions of purpose of the flyer is to the print publications and industry publications create awareness, direct potential buyers to the property website, and DIRECT MARKETING create an opportunity for Kidder Mathews’ approach to marketing the City’s discussion with a member property is based on the premise that exposure to more of the marketing team. qualified buyers will generate more activity and more competition, which translates into a higher sale price. A broad spectrum of prospective-buyer databases and distribution channels are used to market the property. Communication channels include proprietary sources, RCM qualified principles and capital sources, CoStar, LoopNet, and CCIM.

10 October 2, 2018 Agenda Packet Page 104 of 132 City of Bothell

SAMPLE MARKETING MATERIALS Property Marketing Support

Kidder Mathews has one of the largest in-house marketing groups in the commercial real estate industry on the West Coast. The marketing team, located in the Firm’s Seattle headquarters, focuses on corporate and high-level marketing services to enhance property listings and promote events. This group is further supported by a team of marketing/administrative assistants located in each office who work directly in support of the brokers’ day-today marketing and graphics needs.

Website Examples 614 MAYNARD Kidder Mathews currently has over 110 active web sites that Hotel development opportunity in Core Seattle. were created in-house. The following are examples of the marketing groups web-site work. VIEW 614MAYNARD.COM

BOREN DEVELOPMENT SITE TRIMET TOD PROPERTIES A 22,800 square feet high-rise development site Transit-oriented development sites located along located in Denny Triangle. Portland’s MAX Orange Line.

VIEW BORENDEVSITE.COM VIEW KMTRIMET.COM

11 October 2, 2018 Agenda Packet Page 105 of 132 City of Bothell

Eflyer Examples Video Example

Another example of the marketing groups work is the e-flyers Below is an example of a property video produced by the it designs for property marketing. E-flyers are designed to marketing group. Property videos are a good way to appear in the body of the e-mail so the user does not have showcase a property in the context of its location. to open an attachment until ready to open the more detailed flyer. Hyperlinks are set to link to the appropriate e-mails and website addresses, which are included on the flyer as well.

IVAR’S SALE LEASEBACK Two-building portfolio of waterfront Seattle properties.

This information supplied herein is from sources we deem reliable. It is provided without any representations, warranty or guarantee, expressed Or implied as to its accuracy. Prospective Buyer or Tenant should conduct an independent investigation and verification of all matters deemed This information supplied herein is from sources we deem reliable. It is provided without any representations, warranty or guarantee, expressed to be material, including, but not limited to, statements of income and expenses. CONSULT YOUR ATTORNEY, ACCOUNTANT, OR Or implied as to its accuracy. Prospective Buyer or Tenant should conduct an independent investigation and verification of all matters deemed to be material, including, but not limited to, statements of income and expenses. CONSULT YOUR ATTORNEY, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR. 124 TERRY OTHER901 PROFESSIONAL ADVHARRISONISOR. DEVELOPMENT SITE DEVELOPMENT SITE

12 October 2, 2018 Agenda Packet Page 106 of 132 City of Bothell

COMMERCIAL REAL ESTATE DATABASES DISPOSITION PROCEDURES

The marketing effort will include listing the property Kidder Mathews will work with the City to prepare on commercial real estate listing databases to insure disposition procedures, standard transaction documents, maximum exposure. The database listings will include, but and offer evaluation criteria and documents. The property are not limited to: website will present the disposition procedures and the standard offering documents. The following Draft • Kidder Mathews’ 20,000-buyer Disposition Procedures outline the process buyers will proprietary database follow in submitting offers. • Real Capital Markets 55,000 qualified principal buyers who represent over 50% of all US Draft Disposition Procedures commercial real estate bought annually Overview • LoopNet’s website, with its five million visits from people looking to buy, sell, or lease property The City is selling its property in Downtown Bothell • CoStar and its 200,000 commercial real estate bounded by Bothell Way NE, 98th Avenue NE, and Main professionals located around the world Street. The property consists of a full block measuring • CCIM’s Deal Share provides access to the approximately 97,783 square feet, King County Assessor’s organizations 30,000 commercial real estate APN #237420-0065. The property has been cleared and is professional, located across the globe. ready for new development. • The property will be actively marketed to all members of the Society of Industrial and Office The property is zoned “Downtown Core” and “Downtown Realtors (SIOR). SIOR is the leading professional Neighborhood” with certain regulatory exceptions for commercial and industrial real estate association. “Anchor” uses. With more than 3,200 members in 590 cities in 25 countries, SIOR represents today’s most Conditions of Sale knowledgeable, experienced and successful The property is subject to restrictions imposed by the commercial real estate brokerage specialists. zoning code and the following deed restrictions: • XXX COMMERCIAL REAL ESTATE BROKERS Property Listing Website The property will be openly and actively marketed to all licensed commercial real estate brokers worldwide. All information about the property and the offering is available at bothellopportunity.com. Prospective buyers SITE TOURS must register their interest on the website and buyers’ activity will be tracked throughout the disposition process. To obtain the greatest impact from site tours, Kidder Announcements and updates will be posted on the Mathews will prepare a tour plan, that will include website and it is the prospective buyer’s responsibility to incentives, messaging, and access information monitor the website for changes. (convenient parking, directions, etc.).

13 October 2, 2018 Agenda Packet Page 107 of 132 City of Bothell

Communications Submitting Offers Offers can be submitted in three ways; Kidder Mathews is the City’s exclusive agent for the disposition of the property and all communications shall • Buyers may submit offers through the be directed to xxx at (206) xxx-xxxx or via email at xxx@ Virtual Deal Room. To obtain access kiddermathews.com. It is the sole responsibility of the contact the Kidder Mathews agents sender to confirm communications have been received by assigned to the disposition. the intended recipient. Alternatively, communications can • Offers can be submitted by email to Kidder be delivered in writing to: Matthews at [email protected]. • Offers may also be submitted to the Lot D Property Disposition following address in a sealed envelope to: Kidder Mathews C/o xxxxx xxx Lot D Property Disposition 600 Union Street, Suite 4720 Kidder Mathews Seattle, WA 98101 C/o xxxxx xxx 600 Union Street, Suite 4720 No inquiries shall be made directly to the City. Seattle, WA 98101

Press Inquiries All offers must be submitted before 5:00 p.m. on Press inquiries can be made to ______, ______, 2018. Confirmation that an offer has ______, at (206) ___-____. been received will be provided.

Offering Procedures Buyer Broker Representation

The property, owned by the City, is offered for sale. The Buyers may elect to have a licensed State of Washington following describes the offering process, requirements for real estate broker or agent act as Buyer’s Agent. Buyers submitting offers, and the process by which the successful must register Buyer’s Agent by entering in the appropriate purchaser will be selected. information on the City’s Purchase and Sale Agreement. Buyer’s Agents will be compensated by the Buyer. Offering Launch The property offering date is ______, 2018. Evaluation of Offers

Offering Requirements Offers will be evaluated based on the following: xxx, Offers must be submitted on the City’s Purchase xxxxx, and xxxxx. The City reserves the right to reject any and Sale Agreement form. offer, withdraw the property from the market, or reissue the solicitation for any reason and in its sole discretion. Listing Price Offers will remain confidential until a purchase and sale The Property is being offered for sale without an agreement has been fully executed. asking price, on a competitive offering basis.

14 October 2, 2018 Agenda Packet Page 108 of 132 City of Bothell

Call for Final Offers PHASE II: Marketing Campaign Launch & Ongoing Reporting to PHASE II: Marketing After the receipt of the initial offers, City may ask for final Campaign Launch & Ongoing Marketing offers, or clarifications to offers, in which case those Once preparation is complete, the campaign is ready to parties the City has selected, in it’s sole discretion, will launch, and the marketing effort can commence. The have the opportunity to modify their original offer. Buyers following activities are undertaken during the first few days will be notified by email if the City determines that final of the campaign: offers or clarifications are required. • E-Blast distribution to targeted prospects and The City may also re-open the offer period if it determines, commercial real estate brokers in its sole discretion, that doing so is likely to lead to the • Phone contact with targeted users and receipt of additional offers. investors • Signage installation Withdrawal of Offers • Property website activation • Commercial listing services activation Buyers may not withdraw offers prior to ______, 2018. • Conduct property tours During this time period the City shall have the right to accept or reject any offer received. TARGET MARKETS

Acceptance of Final Offers Marketing will be focused on three distinct potential buyers: developers, investors, and end-users. These The City will acknowledge its acceptance by delivering the three groups collectively make up the “direct target market fully executed Purchase and Sale Agreement to the buyer. group”. It is worth noting that there can be significant overlap between the groups.

PHASE 1 DELIVERABLES

• The final marketing schedule showing the timing of all major events • All marketing materials • Preparation and review of all documents • Contracting and management of subconsultants, as necessary • Offer evaluation criteria

15 October 2, 2018 Agenda Packet Page 109 of 132 City of Bothell

Developers Developers are real estate firms that are in the business of creating speculative or owner-user building product. The table below includes relevant example firms:

Capstone Pine Street Group Wright Runstad Lionstone Group

Daniels Development Schnitzer Weidner American Assets

Fana Group Seco Development TRF Realty GTS Development

Gerding Edlen Shea Properties Thor Equities Panos Properties

HAL Real Estate SRM SunCal Cos Regency Group

Hines Talon Private Capital Seco Development Powell Development

Holland Partners Touchstone Ryan Companies Madison Development

Lake Union Partners Trammell Crow Rembold Companies Weingarten Realty

Lowe Enterprises Vulcan Real Estate PMF Investments White Leisure

Mortenson Development Washington Holdings Madison Marquette

Investors Investors consist of individuals, businesses, and institutions who are seeking real estate investment opportunities. Examples of this group include:

AEW Gow Capital Partners JP Morgan Stanford Group

Artemis Greenland Lionstone Group Stockbridge Capital

Beacon Capital Partners GZI Boren LLC Metlife TA Realty

Benaroya Companies HB Capital Mirae Asset Global TIAA-Cref Investment Brookfield Heitman Time Equities MRM Investments CBRE Global Investors HNA USAA Onni Chainqui Development Hot Rain LLC Vanke Parkway Capital Create World Invesco Vestas Investment Prudential Management DSA Development Ivanhoe Cambridge Sabey Walton Street Capital GLL John Buck Company Shorestein Properties Wasatch Goodman Real Estate Johnathan Rose Spear Street Capital WWX Limited LLC

16 October 2, 2018 Agenda Packet Page 110 of 132 City of Bothell

Prominent Neighboring Users

Phillips Medical Kenisis FDA Seattl Genetrics

Juno Helix Biomedix Boeing Sonosite

Halosource (exp. 2020) CMC Biologies AT&T T-Mobile

Seattle Life Sciences Facility Leviton Microsoft Blue Heron Biotech

ONGOING ACTIVITIES • Assist buyer with financial review • Coordinate property inspections Until the property is sold, the following ongoing marketing (environmental, structural) activities are conducted: • Provide strategic relationships and recommendations to accommodate the buyer’s • Telephone prospecting due diligence and closing activity • Periodic broker mailings • Periodic e-blasts • Coordinate title review with selected title • Scheduled property tours and company Kidder Mathews’ intent during the attendance records final stage is to be an integral part of the • Response to inquiries due diligence and closing process so that • Client communications any challenges or issues are anticipated and • Activity reporting addressed to ensure a successful closing.

PHASE 2 DELIVERABLES PHASE 3 DELIVERABLES • Activated marketing plan • Offer evaluations and comparisons • Real-time progress reporting • Offer documents • Meetings as requested • Meetings as needed • Closing schedule PHASE III: Call for Offers & • Closing monitoring Transaction Management • Completed transaction report TRANSACTION MANAGEMENT Communication Plan Kidder Mathews will conduct the property disposition as described in the draft Disposition Procedures. The communication plan sets protocols and processes for communications and reporting. Communications include MONITORING & COORDINATION OF ESCROW those between Kidder and City Staff, Kidder and the Public, and Regular Progress Reporting. Kidder Mathews will help coordinate all aspects of the due diligence and closing process including the following: KIDDER MATHEWS AND CITY OF BOTHELL STAFF

• Coordinate execution of Purchase and Kidder Mathews’ single point of contact is Blair Howe. Kidder Sale Agreement Mathews’ communication with the City will flow through • Deliver of all due diligence materials that are its designated representative to reduce the opportunity for not available on-line miscommunication and insure accountability. • Prepare a detailed closing schedule including all critical dates 17 October 2, 2018 Agenda Packet Page 111 of 132 City of Bothell

Kidder Mathews will utilize the Real Capital Markets (RCM) • Assumptions internet based real estate process management system • Market dynamics for real-time reporting. The system tracks all entities that • Highest and best use inquire about the property, their level of interest, the nature • Development capacity and timing of document reviews, and the location from • Sales comparisons which the inquiry originates. As buyers access RCM’s

Virtual Deal Room, the progress of the transaction and PROJECT SCHEDULE related communications can be viewed in real-time. The proposed schedule for the disposition of the City’s REGULAR PROGRESS REPORTING property has been prepared based on the available information. It provides detail from start-up to closing. The The real-time communicating and reporting systems will schedule shows the anticipated length of each task and the be augmented by regular progress reporting. In-person relationship between the tasks. meetings, telephone updates, written reports provided weekly, or more often as needed, will be used to facilitate The schedule anticipates the City and Kidder Mathews communication. execute a professional agreement by September 14th, 2018. Kidder Mathews completes Phase I – Due Diligence KIDDER MATHEWS & PUBLIC COMMUNICATIONS and Preparation of the marketing plan and launches the Kidder Mathews will work with the City to develop a public marketing campaign on October 1st, 2018. Buyers have 45 relations program designed to respond to inquiries about days to submit offers, making them due on November 16th, the property disposition from the public and the press. Press 2018. The City’s evaluation of initial offers is completed releases can be used as a promotional tool as well November 23th, 2018. Best and final offers are due on as a means of keeping the public informed. December 4th, 2018. The City evaluates the final offers, conducts interviews, and selects the winning buyer by December 18, 2018. City Council approval takes place by PRICING & POSITIONING January 8th, 2019. Contract execution is on January 9th, 2019. The due diligence period is 60 days and ends on Kidder Mathews will prepared a Broker’s Price Opinion for March 11th, 2019. Closing takes place 60 days later on April the Property. The price opinion scope of work will be 4, 2019. as follows: • Purpose of the assignment • Summary of findings • Property description • Zoning and encumbrances • Methodology

18 October 2, 2018 Agenda Packet Page 112 of 132 City of Bothell

5. Staffing

The organization chart below shows the Kidder Mathews team assigned to sell the City’s property. The team members are all veteran real estate service providers. Blair Howe, CCIM, is the designated project manager and single point of contact for the City. Ross Klinger is the team’s development site sales specialist and Susan Zimmerman is the retail sales and leasing specialist. Michael George’s role is one of back-up project manager, consultant, and broker. The team is backed by the resources of the entire company; property management, valuation advisory, development management, construction management, and debt and equity services.

SINGLE POINT OF CONTACT BLAIR HOWE, CCIM PROJECT MANAGER & BROKER

BROKERAGE SERVICES

ROSS KLINGER SUSAN ZIMMERMAN MICHAEL GEORGE DEVELOPMENT SITE SALES SPECIALIST RETAIL SPECIALIST BROKER & CONSULTANT

PROPERTY VALUATION DEVELOPMENT CONSTRUCTION DEBT & EQUITY MANAGEMENT ADVISORY MANAGEMENT MANAGEMENT

The resumes of each of the team members are presented below. Each resume describes the individuals work history and relevant experience.

19 October 2, 2018 Agenda Packet Page 113 of 132 City of Bothell

C. Blair Howe, CCIM Consultant

CAREER SUMMARY 601 Union St, Suite 4720 Seattle, WA 98101 Blair Howe guides Kidder Mathews consulting services practice; a team-oriented practice T 206.205.0224 that delivers advice, guidance, and assistance in real estate matters that is personalized, F 206.296.9629 objective and solution-oriented. Services include project management, strategic planning, [email protected] consensus building, project feasibility and planning, market and location analysis, risks and needs analysis, acquisition and disposition planning and execution, master planning, public/ PARTIAL CLIENT LIST private partnerships, and transit oriented development.

Between 1998 and 2001, Blair was a corporate services and valuation advisory provider for CORPORATE Kidder Mathews. Aiken St. Louis Between 1995 and 1997, Blair was the managing member of Goodbranch, L.L.C.; a Fairfield Residential residential real estate development company administering family-owned projects located in Grealic Parking by Design Pierce County, Washington. Harris Trust Jergins Painting In 1988, Blair was employed by Gateway Associates as an owner’s representative for the AT&T Gateway Tower (now Municipal Tower), located in Seattle. He was as a member of the KPFF team responsible for the construction and leasing of the one million square foot mixed-use Mithun real estate project. Nicholson Manufacturing Perteet LICENSES AND PROFESSIONAL AFFILIATIONS REEFE Schenbachler Enterprises • National Association of Realtors, Member Short Cressman & Burgess • Commercial Investment RE Institute, Member Stevedoring Services of America • Commercial Brokers Association, Member Tin Rock Development • Washington Association of Realtors, Member US Bancorp • Licensed WA Real Estate Managing Broker The Wolff Company • NAIOP, Member Wood Stone Credit Union EDUCATIONAL BACKGROUND Young & Associates • BA, Management in the Public Interest, Evergreen State College, Olympia, WA 1988 • Additional Education: CCIM – 250 hours, AI – 240 hours, Other RE Courses – 200 hours

TEAM WORK Blair has a record of successfully teaming with other service providers. The following page contains a partial list of firms he has formally partnered with to collaborate on projects.

20 October 2, 2018 Agenda Packetkiddermathews.com Page 114 of 132 City of Bothell

Mithun, KPFF, Grealic Parking by Design, IBI, Heffron Transportation, Universal Field Services, PARTIAL CLIENT LIST First American Title, Ticor Title, Maul Foster, David Evans & Assoc., Westlake Associates, (CONTINUED) GeoDesign, Archaeological Investigations Northwest, Transpo, Terracon, VIA, Perteet, Parsons Brinckerhoff, Parametrix, Williams & Assoc., Huitt Zollers, Rider Levett Bucknal, URS, Public/ GOVERNMENT/INSTITUTIONAL Private Development Solutions, Vandenberg Johnson Gandara, Arai Jackson, Keiser Phillips, David Khele, Young & Associates, G3 & Assoc., GEODesign, FCS, Chinook Pacific, Callison, Cities: Austin Development Services, and CKC Engineering. Seattle, WA Des Moines, WA Burien, WA REPRESENTATIVE PROJECT EXPERIENCE Snoqualmie, WA Bellevue, WA • Cordata Master Planning, Bellingham, WA Lakewood, WA • Cathcart Master Planning, Snohomish County, WA Shoreline, WA Renton, WA • Terminal 91 Master Planning, Seattle, WA Hillsboro, OR • On-Call Real Estate Services – Sound Transit, Seattle, WA Portland, OR Milwaukie, OR • On-Call Real Estate Services – King County Metro, Seattle, WA Colorado Springs, CO • On-Call Real Estate Services – City of Hillsboro, Hillsboro, OR King County, WA • On-Call Real Estate Services – City of Portland, Portland, OR Snoqualmie County, WA • On-Call Real Estate Services – Pierce County, Tacoma, WA Pierce County, WA • On-Call Real Estate Services – Port of Seattle, Seattle, WA Puget Sound Regional Council • On-Call Real Estate Services - Portland Community College, Portland, OR Washington State Ferries • Colorado Springs Airport, Development Consulting, Co. Springs, CO Washington State General • Northeast Redevelopment Area Consulting, Burien, WA Administration • Moses Building Redevelopment Consulting, Seattle, WA Port of Seattle, WA Port of Friday Harbor, WA • Snoqualmie Ridge Development Consulting, Snoqualmie, WA Port of Pasco, WA • Great Falls Airport Development Consulting, Great Falls, MT Great Falls Airport Authority • Port of Pasco Development Consulting, Pasco, WA Overlake Hospital • City Hall Station Development Feasibility Study, Gresham, OR King County Hospital Dist. #4 • Angle Lake Station Transit Garage Design Build, SeaTac, WA Federal Way School Dist. • Right Sized Parking Project, King County, Seattle, WA Meridian School • Lynnwood Link Corridor TOD Study, Seattle/Lynnwood, WA Seattle Monorail Project • SDOT Mercer Mega Block Disposition Consulting, Seattle, WA Sound Transit • Broadway Retail Study, Seattle, WA Energy Northwest • Vancouver City Center TOD Study, Vancouver, WA

REPRESENTATIVE PROPERTY ACQUISITION & DISPOSITION ASSIGNMENTS • Seattle Monorail Project Dispositions, Seattle, WA – 33 Properties, $68,000,000 • WA State Liquor Control Board Distribution Center, Seattle, WA, $23,400,000 • Energy Northwest Office Building Disposition, Richland, WA - $6,000,000 • Pierce County Public Works Land Swap, Gig Harbor, WA - $4,000,000 • Library Property Disposition, City of Hillsboro, OR - $3,400,000 • Peninsula Light Headquarters Site Acquisition, Gig Harbor, WA - $2,800,000 • Hillsboro Public Works Site Acquisition, Hillsboro, OR - $2,500,000 • Hillsboro Fire Station Site Acquisition, Hillsboro, OR - $1,050,000 • Renton Library Site Acquisition, Renton, WA - $550,000 • 10th & Baseline City of Hillsboro Property Disposition, Hillsboro, OR - $300,000

21 October 2, 2018 Agenda Packet Page 115 of 132 kiddermathews.com City of Bothell

Ross Klinger Senior Vice President, Partner Commercial Real Estate Investment Sales

500 108th Ave NE, Suite 2400 CAREER SUMMARY Bellevue, WA 98004 Ross Klinger specializes in commercial investment sales and land sales of apartment, T 425.450.1146 office, hotel, storage, retail land in Seattle/Bellevue core. He is an expert in the F 425.451.3058 [email protected] development entitlement process with knowledge of zoning.

EDUCATION SELECT CLIENT LIST B.A., Business, Management Information Systems, Washington State University Alexandria Real Estate REPRESENTATIVE TRANSACTIONS Benaroya Companies Ross has listed and sold commercial investment properties and land sales totaling over BRE Properties, Inc. $700 million dollars. A brief summary of these transactions follows: Chatham Lodging Trust CitizenM Hotels $53,400,000: Bellevue Galleria - a 542,443 SF retail center in Bellevue, WA Columbia West Properties, Inc. $47,000,000: Pacific Plaza - a 137,349 SF class A office building in downtown Continental Properties Bellevue CBD, Bellevue, WA Diamond Parking Equity Residential $47,000,000: High-rise development site on a full city block in Seattle, Wa Gerding Edlen $39,300,000: Apartment development site on 114,168 SF of land in downtown Goodman Real Estate Bellevue, WA Holland Residential $32,500,000 High-rise Condominium Tower development site 1 block to Pike Lennar Place Market Lionstone Group MacFarlane Partners $25,000,000: 400’ high-rise residential land sale of raw land to a foreign buyer in the Denny Triangle Seattle Mack Urban Martin Selig Real Estate $21,100,000: 1001 Broadway - a 71,000 SF medical office building on First Hill in Merrill Gardens Seattle, WA Plus Investments Joint Venture: Entitled high-rise for 400 multifamily units at 600 Wall St. to Vanke Principal Financial PSW Real Estate $18,500,000: Apartment building with 145 units in Seattle, WA SRM Development $17,100,000: Entitled high-rise condo site with a cantilever near Pike Place Market in Taco Time Seattle, WA Time Equities $16,700,000: 298 unit apartment development site on a full city block in South Lake Touchstone Corporation Union on Dexter Ave N Urban Visions Vanke $16,250,000: Office building development site with 240,000 SF being planned at 15th & Market in Ballard, Seattle, WA Vulcan Weidner $16,200,000: Stabilized multi-tenanted office & marina building in South Lake Union West Coast Self Storage White Peterman

22 kiddermathews.com October 2, 2018 Agenda Packet Page 116 of 132 City of Bothell

Ross Klinger continued

REPRESENTATIVE TRANSACTIONS (CONTINUED)

$16,000,000: Fully entitled 400’ development site at 2015 2nd Ave, in the Pike Place Market, Seattle, WA

$15,400,000: Former Hart Crowser Building - a 56,591 SF office building on Lake Union, Seattle, WA

$14,950,000: High-rise condominium development site in the Denny Triangle in Seattle, WA

$14,500,000: Columbia Business Park - a 3 building mix of office and retail in the Bel-Red corridor, Bellevue, WA

$13,075,000: High-rise development site with 199 units on the Pioneer Square waterfront

$13,500,000: Stabilized office building sale in the Eastgate submarket of Bellevue at a 6% cap rate

$12,687,320: Office development site with an existing 60,000 SF office building on 86,900 SF of land in South Lake Union, Seattle, WA

$12,500,000: Apartment development site for 260-units on Main St. in downtown Bellevue, WA

$12,290,000: Mid-Rise apartment development site for phase two of Main Street Flats

$12,150,000: A 260-unit multi-family site was listed and sold to Equity Residential for land zoned SMR55’/75’

$11,750,000: 51 University - a 90,920 SF shell office building on the Seattle waterfront

$11,720,000: High-rise apartment development site for 290 units in South Lake Union at 901 Harrison St

$11,310,000: Bellevue Park Townhome Development Site

$10,290,000: Apartment development site for 140-units in the Pike Place corridor of Capitol Hill in Seattle, WA

$10,200,000: Value-Add office investment in the Northup Corridor of Bellevue, WA

$10,161,000: High-rise office site in South Lake Union to Vulcan

$10,100,000: Apartment development site on 30,000 SF in Ballard, WA

$8,600,000: 801 Dexter Ave N - A multi-family development site in South Lake Union, Seattle, WA

$8,500,000: Medical office development site of 18,760 SF of land on First Hill, Seattle, WA

$7,750,000: Downtown Bellevue hotel development site for a new Marriott AC

$7,050,000: A Chinese development company bought the Bellevue Taco Time site zoned DNTN/MU 200’

$7,000,000: Townhome development site on Bel-Red Road

$6,300,000: Multi-family development site on 85’ height zoned land in Seattle Center, Seattle, WA

$6,300,000: Owner/user purchase of existing building in SODO, Seattle, WA

$6,000,000: Biomedical development site on 12,000 SF of land in South Lake Union, Seattle, WA

$4,535,000: 8,500 SF Hotel development site on the Pioneer Square Waterfront

$3,200,000: Kirkland Firwood Mobile Home Park - single family housing development site

$1,700,000: Self storage development site for mid-rise climate controlled building in the Rainier Valley, Seattle, WA

INDUSTRY INVOLVEMENT • Member of the Commercial Brokers Association (CBA) • Member of Washington State Commercial Association of Realtors (WSCAR) • Member of the local CCIM chapter

23 kiddermathews.com October 2, 2018 Agenda Packet Page 117 of 132 City of Bothell

Susan Zimmerman Senior Vice President

RETAIL SPECIALIST 601 Union St, Suite 4720 Seattle, WA 98101 Susan has been involved in commercial real estate for 35 years. Prior to joining Kidder T 206.296.9613 Mathews, she was with CB Richard Ellis. Susan is considered one of the top retail specialists F 206.296.9629 C 206.948.1817 in Seattle and is widely known for her expertise in regional retail activity and the downtown [email protected] Seattle and Bellevue urban retail markets.

CAREER SUMMARY Currently in downtown Seattle, Susan represents CBRE Asset Services on City Centre Retail in U.S. Bank Centre and UBS Realty Investors for retail at Century Square. She has completed over 75 retail transactions in the Seattle urban area alone. Susan has exclusively listed several other properties in downtown and has acted on the exclusive behalf of the Olympic Four Seasons Hotel, the Joshua Green Corporation, Swedish Medical Center, Vance Corporation, Rouse Company, Unico Properties and Bentall Kennedy.

Susan has worked on several high profile retail projects in her career. She represented Schnitzer West with the retail leasing of The Shops at The Bravern in downtown Bellevue. This mixed-use project has 305,000 square feet of retail anchored by Neiman Marcus and includes Louis Vuitton, Hermes, Jimmy Choo, Ferragamo, Tory Burch, Wolford and John Howie Steak.

Susan exclusively represented the 350,000 square foot Pacific Place on the initial lease-up for the retail and entertainment center in downtown Seattle with Pine Street Associates.

Susan represents several tenants in the Puget Sound region including The North Face, Timberland, the VF Company, Lamps Plus, Fidelity Investments, Kasala, Red Robin, Rodda Paints, Men’s Wearhouse/K&G Stores and VillaSport. In addition, Susan has assisted Recreational Equipment Company (REI), Cost Plus World Markets, Staples, 24 hour Fitness, Borders Books, Office Max and JP Morgan Chase on multiple store rollouts in the Pacific Northwest.

Susan is an active member of the International Council of Shopping Centers and Washington Commercial Association of Realtors.

24 kiddermathews.com October 2, 2018 Agenda Packet Page 118 of 132 City of Bothell Susan Zimmerman continued

DEALS COMPLETED WITH:

24 Hour Fitness Fjallraven Restaurants Unlimited Aerosoles Gateway Computers Safeco American Eagle Gene Juarez Safeway Ann Taylor Helly Hansen Salvatore Ferragamo Anthropologie Jack-in-the-Box Seastar Restaurant Bartell Drugs Jimmy Choo Seattle Bank Ben Bridge Jewelers JoS. A. Bank Sharper Image Betsey Johnson JPMorgan Chase Shell Oil Company Black Bottle K&G Men’s Stores Staples Blockbuster Video Kasala Starbucks Borders Books & Music Lamps Plus Sur La Table Brooks Brothers Longs Drug Stores Target Coldwell Banker Bain Louis Vuitton TCBY/Mrs. Fields Cost Plus World Markets McDonald’s Tory Burch Cutter & Buck Men’s Wearhouse Trophy Cupcakes David Barton Gym Miele, Inc. Van’s David Lawrence OfficeMax Washington Mutual Bank Doc Marten’s Pizzeria Fondi Wild Ginger Eileen Fisher Red Robin Williams-Sonoma Fidelity Investments REI Yard House Restaurants

kiddermathews.com

25 October 2, 2018 Agenda Packet Page 119 of 132 City of Bothell

Michael M. George, LEED® AP Senior Project Manager & Consultant

CAREER SUMMARY 601 Union Street, Suite 4720 Seattle, WA 98101 Michael leads a wide range of complex commercial real estate consulting projects at Kidder T 206.398.2284 Mathews. He has specialized expertise in transit-oriented development, public-private F 206.296.9629 [email protected] partnerships, mixed-use development, public-sector land acquisition and disposition, and affordable housing. PARTIAL CLIENT LIST Prior to joining Kidder Mathews, Michael was an owner at Williamson-George Inc., a

residential real estate company where he was responsible for raw land development, property Capitol Hill Chamber acquisitions, and asset management. City of Hillsboro City of Renton Michael lives with his wife and two children in Downtown Seattle. He has actively dedicated City of Vancouver himself to making Downtown a place where people of all ages, incomes, and interests can HDR live full, vibrant lives. Michael co-founded Parents for a Better Downtown Seattle, a 501-3c dedicated to making Downtown Seattle a better neighborhood to raise children. He also Huitt-Zollars currently chairs the Downtown Seattle Association’s Family Friendly Downtown Task Force; Kennedy Wilson serves on the DSA’s Parks & Public Space Committee; and serves on the Seattle Public King County Council Schools’ Facilities Master Plan Task Force. King County Metro KPFF Mithun EDUCATION Muckleshoot Indian Tribe Michael earned his BS in business administration from the University of Montana, an MBA Olympic Resource Group from Presidio Graduate School, and a Certificate in Commercial Real Estate from the Parametrix University of Washington. Parsons Brinkerhoff Polygon Financial Investments Port of Seattle Portland Development Commission SDOT Sound Transit Tin Rock Development US Bancorp Via

26 kiddermathews.com October 2, 2018 Agenda Packet Page 120 of 132 Sophisticated Solutions Since 1969, Kidder Mathews has been Services delivering results that meet, and often exceed, client expectations. Today, Kidder Commercial Brokerage Mathews is the largest independent commercial real estate firm on the West Property Management Coast, with nearly 700 real estate professionals and employees in 20 offices Valuation Advisory in Arizona, California, Nevada, Oregon, and Washington, and continues to be Consulting known for professionalism, integrity, and client centered responsiveness. The Project & Construction Management firm’s unmatched combination of regional expertise, full range of services, and Development Management international reach gives the company the ability to respond to virtually any Debt & Equity Finance commercial real estate challenge anywhere.

City of Bothell 3-YEAR SEATTLE OVERALL LEASE TRANSACTION VOLUME KIDDER MATHEWS OVERALL MARKET SHARE

6. Experience & Trasactios Qualifications 2000 $5.6BKIDDER MATHEWS PROFILE

1500 1,805 ANNUAL TRANSACTIONSince 1971, VOLUME Kidder Mathews has been deliveringTransactions results that meet, and often exceed, client expectations. Today, Kidder Mathews is the largest independent full25% Marketservice Share commercial real estate firm on the West Coast, with more than

700 real estate professionals and 1000employees in 21 offices in Washington, Oregon, California, Nevada, and Arizona, $2.4Band continues to be known for professionalism, integrity, and client centered responsiveness. The Firm’s unmatched combination of regional expertise, full range of services, and international reach gives the company the ability to 500 ANNUAL INVESTMENTrespondSophisticated SALESto virtually Solutions any Since commercial 1969, Kidder Mathews real has beenestate challengeServices anywhere. delivering results that meet, and often exceed, client expectations. Today, Kidder Commercial Brokerage Mathews is the largest independent commercial real estate firm on the West Property Management Coast, with nearly 700 real estate professionals and employees in 20 offices Valuation Advisory 0 Kidderin Arizona, California, Mathews Nevada, Oregon, by and the Washington, Numbers and continuesshma to be ashitoConsulting eil roderick olliers idder known for professionalism, integrity, and client centered responsiveness.akeield The PartersProject & Constructionalter Management rop athews 18.6Mfirm’s unmatched sf combination of regional expertise, full range of services, and Development Management Source: 2017 Costar Actual Kidder Mathews Market Share: 3652 Transactions Theinternational following reach gives charts the company show the ability Kidder to respond Mathews’ to virtually any strengthDebt & Equity in Finance the local commercial real estate market. ANNUAL OVERALLcommercial SALES real estate challenge anywhere.

3-YEAR SEATTLE OVERALL LEASE TRANSACTION VOLUME KIDDER MATHEWS OVERALL MARKET SHARE

Trasactios3-YEAR SEATTLE OVERALL SALE TRANSACTION VOLUME ($5M+) 30.9M$5.6B sf 2000

1500 1,805 ANNUAL TRANSACTION VOLUME Transactions ANNUAL OVERALL LEASES 25% Market Share

1000 Trasactios $2.4B 300 500 ANNUAL INVESTMENT SALES KIDDER MATHEWS 0 250 Proposal Title WASHINGTON MARKET SHARE shma ashito eil roderick olliers idder akeield Parters alter rop athews 273 Transactions 18.6M sf Source: 2017 Costar Actual Kidder Mathews Market Share: 3652 Transactions ANNUAL OVERALL SALES 200 32% Market Share

3-YEAR SEATTLE OVERALL SALE TRANSACTION VOLUME ($5M+) 30.9M sf 150 1,699 Kidder Mathews Award Winning Services 2001-2017 ANNUAL OVERALL LEASES Trasactios 300 # TRANSACTIONS ANNUALLY 100 ProposalKIDDER MATHEWS Title WASHINGTON MARKET SHARE 250 273 Transactions WASHINGTON OREGON 200 32% Market Share50

150 1,699 Puget Sound Business Journal Portland Business Journal 0 # TRANSACTIONS ANNUALLY 100 eil arcs roderick olliers idder $1.6B A Top A Top Property alter illichap rop Washington’s LargestLargest LargestLargest PropertyProperty athews100100 LargestLargest Kidder Mathews Award50 Winning Services 2001-2017 Best Places to Commercial Real Management Source: 2017Private Costar Commercial Real Management 0 ANNUAL INVESTMENT$1.6B SALES eil arcs roderick olliers idder Actual Kidder Mathews Market Share: 869 Transactions Estate Firms Firms alter illichap rop athews Work Estate Firmss Firms Companies

Source: 2017 Costar ANNUAL INVESTMENT SALES Actual Kidder Mathews Market Share: 869 Transactions WASHINGTON OREGON11 times 18 times 18 times 9 times 14 times 14 times

Puget Sound Business Journal BusinessPortland Examiner Business Journal Seattle Business Magazine Oregon Business Magazine

Washington’s Largest Largest Property 100 Largest Top CommercialA Top TopA Top Property Property 100100 BestBest 100100 BestBest LargestLargest Best Places to Commercial Real Management Private CommercialReal Estate Real ManagementManagement Companies to Companies to Commercial Real Work Estate Firms Firms Companies EstateFirms Firms FirmsFirms Work For Work For Estate Firms 11 times 18 times 18 times 9 times 1114 times times 514 times times 3 times 9 times 5 times

Business Examiner Seattle Business Magazine Oregon Business Magazine The Oregonian CALIFORNIA Top Top Commercial Top Property 100 Best 100 Best Largest Workplaces Real Estate Management Companies to Companies to Commercial Real 20172017 Firms Firms Work For Work For Estate Firms San Francisco Business Times San Diego Business Journal 6 times Best9 Placestimes to Largest5Largest times San Diego’s LargestLargest 11 times 5 times 3 times Work in the Commercial Real Best Places to Commercial Real Bay Area Estate Firms Work Estate Firms The Oregonian NATIONAL 3 times 11 times 1 time 2 times CALIFORNIA Top 27 Workplaces 2017 Commercial Property Silicon Valley BusinessOctober 2, Journal 2018 AgendaBay Packet Area News Page Group 121 of 132 Executive (Formerly CPN) San Francisco Business Times San Diego Business Journal 6 times Best Places to LargestLargest Top Top Commercial Top Property Best Places to Largest San Diego’s Largest Work in the Commercial Real Workplaces Brokerage Management Work in the Commercial Real Best Places to Commercial Real Bay Area Estate Firms Firms Firms Bay Area Estate Firms Work Estate Firms NATIONAL3 times 10 times 5 times 3 times 11 times 1 time 2 times 8 times 4 times Commercial Property Silicon Valley Business Journal Bay Area News Group Executive (Formerly CPN)

Best Places to Largest Top Top Commercial Top Property Work in the Commercial Real Workplaces Brokerage Management Bay Area Estate Firms Firms Firms kiddermathews.comkiddermathews.com 3 times 10 times 5 times 8 times 4 times

kiddermathews.com City of Bothell

Brokers/Employees 700 total staff/professionals including:

350+ 45 36

BROKERS PROPERTY APPRAISERS MANAGERS (21 WITH MAI DESIGNATIONS)

Offices 21 located in WA, OR, CA, NV & AZ

KIDDER MATHEWS SERVICES

Real Estate Brokerage

SEATTLE Kidder Mathews has one of the largest independent BELLEVUE SOUTH SEATTLE brokerage groups on the West Coast, with more TACOMA OLYMPIA than 330 brokers performing $5.6 billion transactions annually. The brokerage group focuses its expertise in PORTLAND the following specialty groups: industrial, office, retail, investment, multifamily, technology, life sciences, R&D, and corporate services.

Consulting The Kidder Mathews Consulting Group offers an alternative to typical transaction-based real estate RENO services, providing independent, third party services SACRAMENTO ROSEVILLE SAN FRANCISCO for both private and public-sector organizations. REDWOOD SHORES Services include strategic planning, pre-development SILICON VALLEY planning, acquisition and disposition planning and execution, complex land use issue resolution, financial and economic modeling, and analysis. Services are LOS ANGELES COMMERCE delivered one-on-one or by teams of specialists from EL SEGUNDO INLAND EMPIRE ORANGE COUNTY within and outside the firm. The firm has a proven track LONG BEACH CARLSBAD record of successfully delivering consulting services to SAN DIEGO PHOENIX government entities and understands the specialized knowledge that is necessary to help its clients meet their objectives.

28 October 2, 2018 Agenda Packet Page 122 of 132 City of Bothell

China Services Global Alliance As one of the only China-focused trans-Pacific real estate Kidder Mathews has a global strategic alliance with groups in the U.S., Kidder Mathews’ China Services Binswanger (in-depth knowledge of 103 markets in 34 builds on the growing relationship between China and the countries) to provide leasing, sales, asset management, U.S. The group offers advisory, brokerage, and property consulting, and corporate advisory services for industrial, management services to Chinese companies looking to office, retail, investment, life science, and technology invest in the United States real estate and vice versa. properties worldwide. Binswanger serves a vast number of Global 1,000 companies and completed over $11 billion transactions last year. For more information, visit www. binswanger.com.

KIDDER MATHEWS & BINSWANGER STRATEGIC GLOBAL LOCATIONS

EXAMPLE OF CHINA SERVICES MARKETING PIECE ᣋ䍺᪎㾷

ѐᾸ߫ ֵ⭞ᔰ䇤⢟

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൦⛯Ᾰ䘦 :DON᤽ᮦ

:DONHUཟุ㓝ࡡ_Ӛ䙐᤽ᮦ䈛⢟ѐփӄঐ՜ཝ䚉рθփӄᯥഴቊ⢯㺍ૂᕍਿቲӐᐔ㺍ҁ䰪θ൞ᢟᔰⲺݵㄛॱ䲘ૂњѠ :DON᤽ᮦ ޭᴿᣋᵰ伄䲟Ⲻࣔޢཝᾲሯ䶘Ⱦᆹփӄᐸѣᗹθ䐓ѯቲ䐥ૂ঍㚊ਾ⒌ӻж㺍ҁ䚛θࡦփӄ 㾵䳻ഴⲺѣཤ୼ࣗ॰Ⲻ⍴᣿㫏࢝䲘ਠᴿ഑ᶗ㺍θࡦ঄ⴑ亵ᐔՐ䇤ѣᗹਠᴿޣᶗ㺍θ⿱ളՐ ኧⲺẻቊ㖍ᯥᐸ൰ᴿпᶗ㺍θ䐓⿱փӄㅢཝ䚉ૂᶴṇ㺍ⲺՐኋᒵ൰ѣ䖢ѣᗹ഑ᶗ㺍θਥ 䐥Ⱦޢ㺂ૂ঍㺂Ⲻਭ्ޛ׵᦭䘑

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29 October 2, 2018 Agenda Packet Page 123 of 132 City of Bothell

Valuation Advisory Property Management Kidder Mathews’ Valuation Advisory Group provides Kidder Mathews’ Property Management Division commercial real estate appraisals for a broad range of manages a portfolio of over 48 million square feet of uses across all product types. The valuation advisory industrial, office, retail, and medical/research properties group consists of 38 appraisers, including 22 MAIs, located throughout the West Coast. The Group and performs over 1,300 appraisals assignments includes a high number of professionals with advanced each year. designations including the RPA®, CPM®, CCIMs, CPA, CSM, and FMA designations. Kidder Mathews is also Development Management Services an Accredited Management Organization (AMO®), which represents that the firm meets the Institute of Real estate development is complex and expensive, Real Estate Management’s strict criteria in education, requiring significant financial investment and ethics, business stability, and financial standards. demands extraordinary, specialized expertise. Executed properly, however, risks can be mitigated and real estate development can create substantial Debt & Equity value in an asset that yields a significant return if The Kidder Mathews Debt and Equity Group the process is managed effectively. Developing real specializes in the placement of commercial mortgage estate successfully requires intimate knowledge of: debt that meets a broad array of criteria. The Group’s the local real estate market; relationships with design focus is on recourse, non-recourse, multifamily, professionals, general contractors, and building hospitality, industrial, retail, office, and owner/ officials; creativity; a keen focus and understanding user loans. Whether it is for institutional investors of marketable design; discipline; proven cost control, or local investors, the Debt and Equity Group quality control, and scheduling systems; perseverance; provides competitive and well-designed solutions construction management and development for commercial real financing. Solutions include: management expertise. life company loans for lower LTV non-recourse transactions, CMBS – commercial mortgage backed securities for higher LTV non-recourse transactions, SBA and non-SBA for owner/user loans, large and small bank placement financing, credit union loans with no prepayment penalty, bridge and hard money loans for quick closings, government agency loans for apartments, and private money placement.

30 October 2, 2018 Agenda Packet Page 124 of 132 City of Bothell

EXPERIENCE SELLING HIGH PROFILE PROPERTIES

Kidder Mathews received the exclusive disposition assignment for the Bellevue First Congregational Church property in downtown Bellevue. At 1.5 acres, the site allowed for the development of more than 1,000,000 SF of residential or more than 500,000 SF of office, hospitality, or retail space.

The marketing effort generated numerous offers. The seller chose a highly capitalized investor from Southeast Asia with capacity to close quickly.

Kidder Mathews was the exclusive listing firm for the 6.4 acre “Super Block” in Bellevue’s Central Business District, named Washington Square. The owner, Wasatch Development Partners of Utah, wanted development partners or buyers for the site. Kidder Mathews marketed the property, during a the economic downturn and successfully secured a developer for the property, resulting in a sale $69 million sale.

Kidder Mathews sold KOIN Center, a dynamic mixed-use occupancy building in Portland, OR, for $88 million. Kidder Mathews represented the seller, American Pacific International Capital, Inc., an international investment holding company with businesses throughout the U.S. and China. KOIN Center has approximately 355,000 rentable square feet and traded for $88 million.

Kidder Mathews China Services represented Greenland USA, Ping An Trust, Agile Group, and Poly Sino Capital in the purchase of a $171 million, ±42-acre redevelopment site in South San Francisco, CA. The site was entitled for 2.25 million square feet of development; life science and office space; ±400,000 square feet of light industrial space; 235-berth marina; and a 30-room boutique hotel and restaurant.

Subsequent to the sale, Kidder Mathews was awarded the property management duties for the property.

31 October 2, 2018 Agenda Packet Page 125 of 132 City of Bothell

EXPERIENCE SELLING DEVELOPMENT SITES

This Kidder / City Team has recently provided agency representation for the disposition and/or acquisition of the following development sites. The firm understands the market for development sites, buyer requirements, and has important relationships with developers who are active in the marketplace with the experience and capacity to deliver the City’s vision.

SOLD COMPARABLES Property Name Developer Address City Land Use Land Purchase Types SF Price Main Street Flats 1 Alamo Manhattan 10505 Main St Bellevue Apartment/ 63,234 $12,500,000 Retail Main Street Flats 2 Alamo Manhattan 10625 Main St Bellevue Apartment/ 49,211 $12,290,000 Retail Cadillac Site MetLife 1001 106th Ave NE Bellevue Apartment/ 114,168 $39,300,000 Retail Marriott AC White Peterman 208 106th Pl NE Bellevue Hotel 29,583 $7,750,000 Taco Time Bellevue 12 International 201 106th Ave NE Bellevue Office/Retail 25,025 $7,050,000 Bellevue Chimney Site Caymus 115 100th Ave NE Bellevue Townhome/ 41,667 $11,310,000 Development Inc. Low Income DOL Townhomes Ceder Crest 13133 Bel-Red Road Bellevue Townhome 73,181 $7,000,000 Bothell Way Weidner 18033-18107 Bothell Bothell Apartment/ 81,973 $2,600,000 Aparments - George Way NE Retail Paris Site Taco Time Issaquah Taco Time 5611 221st Pl SE Issaquah Retail 50,689 $1,475,000 Totem Lake KFC Mr. Wang 11747 124th Ave NE Kirkland Apartment/ 30,311 $3,375,000 Retail Totem Square II Mr. Wang 11727 124th Ave NE Kirkland Apartment/ 94,626 $11,000,000 Retail Clear Creek Kirkland PSW Real Estate 12342 93rd Ln NE Kirkland Single 148,975 $3,200,000 Single Family Family Development Boyer Site Weidner 15044 Bothell Way NE Lake Forest Apartment/ 50,390 $2,450,000 Park Retail The Carter Main Street Group 7508 159th Pl NE Redmond Apartment/ 51,363 $5,700,000 Retail StationHouse Deal Investments 16550 NE 79th Redmond Apartment/ 42,766 $7,250,000 Apartments Retail Blackbird Deal Investments 7661 59th Pl NE Redmond Apartment/ 38,250 $6,158,250 Apartments Retail Bungie Site Mack Urban 124 Terry Ave N Seattle Apartment/ 18,450 $11,500,000 Retail Piecora's Pizza Site Equity Residential 1401 E Madison Seattle Apartment/ 25,865 $10,290,000 Retail

32 October 2, 2018 Agenda Packet Page 126 of 132 City of Bothell

SOLD COMPARABLES Property Name Developer Address City Land Use Land Purchase Types SF Price Tower 12 Apartment Continential 2015 2nd Ave Seattle Apartment/ 19,440 $16,000,000 Tower Properties Retail Seattle Old Parking Gerding Edlen 316 Alaskan Way S Seattle Apartment/ 20,766 $12,000,000 Garage Retail 9th & Harrsion MacFarlane Partners 901 Harrison St Seattle Apartment/ 19,600 $11,720,000 Retail Tum Thai Site SeaLevel Properties 118 W Mercer St Seattle Apartment/ 6,400 $2,000,000 Retail Leeward South Lake Shea Properties 1319 Dexter Ave Seattle Apartment/ 50,160 $12,000,000 Union Retail Taco Time Capital Metropolitan Homes 1420 E Madison Seattle Apartment/ 12,266 $3,600,000 Hill Site Retail 1901 Minor Twin Crescent Heights 1921 Minor Ave Seattle Apartment/ 7,200 $4,500,000 High Rise Towers Retail Cascade II Equity Residential 222 Fairview Ave N Seattle Apartment/ 39,672 $11,495,000 Retail Cascade I Equity Residential 205 Minor Ave N Seattle Apartment/ 42,480 $10,150,000 Retail Aperture on Fifth L&P Partners 500 John St Seattle Apartment/ 6,660 $2,000,000 Retail Holland Residential True North 801 Dexter Ave N Seattle Apartment/ 55,154 $13,200,000 Apartments Retail Trea Apartments Holland Residential 901 Dexter Ave N Seattle Apartment/ 52,321 $12,678,420 Retail Spire Condominiums Vanke 600 Wall Street Seattle Condominium 10,700 $19,200,000 /Retail Chromer Site Plus Investments 1526 2nd Ave Seattle Condominium 19,440 $32,500,000 LLC /Retail Civic Square - City of Bosa Development 601 4th Ave Seattle Condominium 57,120 $31,000,000 Seattle Town Hall Site /Retail Nexus Burrard 1200 Howell St Seattle Condominium 14,000 $14,950,000 Condomimiums /Retail The Emerald Create World 1613 2nd Ave Seattle Condominium 14,000 $17,100,000 Condominiums /Retail 1st & Yesler CitizenM Hotels 72 Yesler Seattle Hotel/Retail 8,849 $4,535,000 Waterfront Site J&M Café J&M Capital Group 201 1st Ave S Seattle Hotel/Retail 6,660 $3,235,000 Sylvia Odom's Place Plymouth Housing 2015 3rd Ave Seattle Low Income 6,360 $1,900,000 - Low Income Site Group

33 October 2, 2018 Agenda Packet Page 127 of 132 City of Bothell

SOLD COMPARABLES Property Name Developer Address City Land Use Land Purchase Types SF Price Fred Hutchinson Fred Hutchinson 1210 Valley St Seattle Office/Retail 14,400 $8,140,000 Cancer Research Expansion 72 Jackson Office Urban Visions 316 Alaskan Way S Seattle Office/Retail 20,766 $13,075,000 Tower 15th & Market Selig Real Estate 1448 NW Market St Seattle Office/Retail 47,952 $16,250,000 Mixed-Use Building with Target Juno Theraputics Alexandria Real 400 Dexter Ave N Seattle Office/Retail 11,760 $6,000,000 Headquarters Office Estate Building Facebook Seattle Capstone 1101 Dexter Ave N Seattle Office/Retail 33,670 $12,678,420 Office Building Development Allen Brain Insitute Vulcan 739 9th Ave N Seattle Office/Retail 22,581 $10,161,000 Office Expansion E Howe Site Wick Homes 1009 E Howe Seattle Townhome/ 4,446 $1,000,000 Live/Work

EXPERIENCE REPRESENTING PUBLIC AGENCIES IN REAL ESTATE TRANSACTIONS

Capitol Hill Light Rail Station Kidder Mathews provided consulting services to assist Sound Transit in the disposition of it surplus properties at the Capitol Hill Light Rail Station. Developer selection criteria included value for proposals that provided affordable housing, a community center, green factor elements, and other public benefits. Kidder Mathews developed measures for assessing proposals to support the developer selection process and negotiations.

Trimet TOD Kidder Mathews was retained to market TOD properties located on TriMet’s MAX Orange Light Rail Line in East Portland, OR. TriMet placed TOD requirements in the purchase and sale agreement and encumbrances on the properties that restricted uses and stipulated minimum building size.

34 October 2, 2018 Agenda Packet Page 128 of 132 City of Bothell

Seattle Monorail Project The Seattle Monorail Project sought proposals from real estate firms to develop a plan for the disposition of its 33 properties located along the proposed monorail alignment. Kidder Mathews was selected from 16 firms to prepare and execute the plan. The scope of work involved preparing a real estate disposition plan that insured: an open and objective bidding environment, smooth disposition process, collaboration with other service providers, the receipt of the highest sale price, and receipt of bids within 120 days. The Monorail Project Board of Directors adopted the disposition plan and approved its implementation. The marketing effort resulted in the receipt of 350 offers and a combined sale price in excess of $68 million, $10 million dollars above the price paid by the agency.

Liquor Control Board When voters approved an initiative to privatize the State’s liquor business, the State was tasked with disposing of its 223,227 square foot liquor distribution facility. Kidder Mathews was selected to develop and execute a property disposition plan aimed at achieving the highest price for the property. A privately held California real estate developer purchased the property for $23.4 million with plans for its redevelopment.

BOTHELL/KENMORE/WOODINVILLE MARKET EXPERIENCE Kidder Mathews is active in the Northend Commercial Real Estate Market Place. Its experience in the market is demonstrated by current listings and completed transactions.

According to Costar, Kidder Mathews has the largest (25.9%) market share of all land listings in the Northend and its strategic Binswanger has 5.9% of the land listings, bringing the market share figure to 31.8%. It is also number one in market share for other (building) listings, currently 17%. Kidder Mathews is number three in lease listings, representing 13.9% market share.

Kidder Mathews has sold 20 commercial properties and completed 314 lease transactions within the City. In the larger Bothell/Kenmore/Woodinville market the firm has completed 69 sales and 1,074 lease transactions.

The following are examples of properties Kidder Mathews has sold or is selling in Bothell.

35 October 2, 2018 Agenda Packet Page 129 of 132 City of Bothell

Safeway

Kidder Mathews represented Safeway in the sale of its Bothell store, situated on 1.52 acres in downtown Bothell. The City purchased the site for $3,475,000 in 2010. The property is undergoing redevelopment and the construction of a mixed use building that will be the future home of a Shag Senior Living facility.

Amgen, Inc.

Kidder Mathews and Binswanger recently represented Amgen Inc.in the sale of the former lmmunex Bothell life sciences R & D facility. The three building complex measures approximately 158,000 square feet. It was constructed In phases starting in 1992 as a biopharmaceutical research and manufacturing campus and was utilized as such until Amgen’s decision to close the facility in late 2015. The property includes 24.51 acres of land, 12.47 acres of which does not support the subject Improvements but Instead Is considered surplus land area. In March of 2018, the Razore Family, as CP Investment 1 LLC, paid $21.5 million for the property. Concurrent with the closing of sale, Kidder Mathews brought CMC Biologics, and its commitment to occupy the entire building, to Razore.

Bothell Park Site

Kidder Mathews is the exclusive agent for a 93,885 square foot development site located adjacent to the Bothell’s Landing Park. The property is being marketed as a senior living development site with an estimated capacity of 81 units. The listing price is $2.0 million.

7. Commissions

Kidder Mathews fee for marketing and selling Lot D and representing the City in the property disposition is equal to two and one half percent (2.5%) of the gross selling price of the property. The fee will be paid out of the proceeds of the sale, at closing. The fee will be all inclusive, consistent with the scope of work outlined in the City’s RFQ. In the event that a licensed real estate broker other than the agents assigned to the Kidder Mathews/Bothell team is the effective procuring cause of a sale, then the commission shall be increased to three percent (3.0%) of the selling price, with the outside procuring broker receiving one percent (1.0%) of the selling price, and Kidder Mathews receiving two percent (2.0%) of the selling price.

If, within six (6) months after the expiration of the professional services agreement or any extension term(s), the City enters into any agreement to sell the Property to any party or through any broker with whom Kidder Mathews has negotiated, either directly or through another broker or agent prior to the expiration of the professional services agreement, the City shall pay the fee as described above.

In the event subconsultants are required to complete the assignment, Kidder Mathews will retain the subconsultants as selected and approved by the City. Kidder Mathews will pass the fees for subconsultants through to the City, without mark-up.

36 October 2, 2018 Agenda Packet Page 130 of 132 City of Bothell

8. References

REFERENCES FROM SIMILAR PROPERTIES The following are comments Kidder Mathews’ clients, with properties similar to the City’s Lot D, that listed or sold during the last two years.

Xiao Cai John Shaw • [email protected] • [email protected] Listed and Sold - 115 100th Ave NE, Bellevue, WA 425-260-7260 Sold - 118 Mercer St, Seattle, WA Broderick Smith XXXXX • [email protected] Todd Boysen (206) 262-2882 Listed & Sold – Chromer Site, 1516 2nd Ave, • [email protected] Seattle, WA (360) 701-7789 Listed and Sold 13133 Bel-Red, Bellevue, WA & Hans Wehl 72 Yesler, Seattle, WA • [email protected] (425) 688-1401 Listed and Sold – Totem Square 2, 11727 124th Ave NE, Kirkland, WA

OTHER RELEVANT REFERENCES The following references represent public entities for which Kidder Mathews has provided ongoing real estate services:

City of Hillsboro, OR Sound Transit Toni Plunket, Program Manager Sarah Lovell, TOD Program Manager Facilities & Fleets / Public Works 401 S Jackson St., Seattle, WA 98104 150 E Main Street, Hillsboro, OR 97123-4028 (206) 398-5405 (503) 681-6406 [email protected] [email protected]

37 October 2, 2018 Agenda Packet Page 131 of 132 City of Bothell

CLIENT COMMENTS The following are comments Kidder Mathews clients have made about their experiences working with members of the Kidder Mathews/Bothell Team:

Donald Becka At every step, the professionals of Kidder Mathews took Former Deputy Director of Real Estate Services time to explain their recommendations to the SMP staff State of Washington and Board, exercised extraordinary patience with selected purchasers and SMP, and did what was necessary to reach “Kidder Mathews’ strategically planned and executed SMP’s goal of maximizing the return to the taxpayers. I the disposition of a 220,000-square foot Liquor Control believe the hard work and professionalism of the Kidder Board Distribution Center on behalf of Washington State. Noteworthy to this successful disposition was the fact Mathews team that lead to SMP receiving 350 offers Seattle’s real estate market was still recovering from a totaling $68 million, or more than $11 million dollars above recent downturn. what it paid. SMP is most appreciative of Kidder Mathews’ efforts and is pleased to tell others of our satisfaction with At $104 per square foot, this is one of the highest priced the services provided.” warehouse or distribution building sales ever recorded in

King County. Bill Robinson As a corporate real estate professional, I would like to Facilities Chair express my sincere appreciation to Kidder Mathews for a Evergreen Business Captial job well done. Their actions resulted in the transfer a large “The real estate planning effort that Kidder Mathews non-productive real estate asset to a productive business facilitated helped the Evergreen Business Capital Board enterprise. The sale generated over $23 million in revenue of Directors evaluate the alternatives and resulted in for Washington State, created new jobs, and under private unanimous consensus to move our headquarters to its ownership, generated tax revenue. This type of result is new location.” one the State of Washington continually strives for, a true win-win. I’m proud of the accomplishment Kidder Mathews achieved on behalf of the citizens of Washington State.” Michael Killoren City of Seattle Office of Arts & Cultural Affairs Scott Kirkpatrick “You have helped us advance the idea of dedicated cultural Transit Oriented Development Program Manager space in the public policy realm.” Sound Transit

“For the past six years our contractual relationship has Robby Tonkin been a collaborative high energy effort, anchored by a Taco Time 360-degree ability to address local and national trends, with a practical, client-driven approach to the agency’s “I recommend Kidder Mathews for help with your real estate development opportunities.” commercial real estate needs. They work hard, are in tune with market, and have great connections with many of the active participants in the industry.” Johnathan Buchter, Chief Operating Officer & General Counsel Seattle Monorail Project

“I am writing to let you know how pleased the Seattle Monorail Project (SMP) has been with the services Kidder Mathews provided in connection with the sale of the 33 properties which SMP sold over the last seven months.

38 October 2, 2018 Agenda Packet Page 132 of 132