AGENDA ITEM NO 7a

MEETING DATE April 5 2016

TO

City Council
council@ci tumwater wa us

FROM

Heidi Behrends Cerniwey Assistant City Administrator

Brewery Project Manager
hcerniwey@ci tumwater wa us

SUBJECT

Letter of Agreement with Falls Development to Acquire Old Brewhouse

and Trails

Attachments
A

Letter

Agreement

between

City of Tumwater and Falls

Development LLC for Tumwater Historic Brewery Site Development
of

the

Project

Recommended Action

Authorize the Mayor to sign the Letter of Agreement in substantially similar

form as approved by city attorney to transfer ownership of Old Brewhouse
building necessary easements for access utilities construction and trails to
the City and advance adaptive reuse of the historic brewery site

Background

The Old Brewhouse is a community icon and historic landmark The property
was placed on the National Register of Historic Places in 1978 The structure

has been on Washington Trust for Historic Preservation

Watch List

since

2004 Revitalizing this asset has been a City and community priority for
several years

Over the years the City has taken a number of actions designed to protect
the Old Brewhouse
policies

to

These have included Comprehensive Plan goals and

protect designated

national landmarks

and

encourage

the

development of the Tumwater Historic Commercial Zoning District In the

mid 1990s the City adopted special zoning and shoreline designation for the
Old Brewhouse to encourage its preservation and redevelopment
preserve historic old brewhouse

City goal states

Capital Facility Plan

A specific

and restoration is in the

Protecting and restoring the structure for future generations is in the public s
best interest

Redevelopment of the historic site will benefit the public

preserve historic structures

provide

public

access

create opportunity for

economic

development

tourism

cultural

preservation

environmental

improve water quality and protect habitat and critical areas

Creating public access through construction of pedestrian bicycle trails and

cleanup

boardwalks will enhance the regional trail network and provide recreational

benefits to the community

Alternatives
Renegotiate the agreement with Falls Development LLC

Fiscal Notes

Acquisition of the Old Brewhouse commits the City to rehabilitation of the

structure

with

Foundation

an

grants

estimated

State

cost

Heritage

of

5 6

million

Program

dollars

for

full

use

State Community Capital

Project funding CERB private donations and tax credits are potential
sources of funding Operations and maintenance would be additional

LETTER OF AGREEMENT

BETWEEN THE CITY OF TUMWATER AND FALLS DEVELOPMENT LLC

FOR TUMWATER HISTORIC BREWERY SITE REDEVELOPMENT PROJECT

THIS LETTER OF UNDERSTANDING Letter is made by and between the City of Tumwater hereinafter
the City and Falls Development LLC a corporation of limited partnership organized under the laws of
the State of Washington hereinafter

Falls Development

This Letter is by and between the City of Tumwater and Falls Development hereinafter the
Letter
relates to the Tumwater Historic Brewery Site Redevelopment project hereinafter the
Project
which is located at 240 Custer Way SW and 3223 Boston Street SW hereinafter the
Property
The Old Brewhouse is a community icon and a historical landmark located on the Property
Protecting and restoring the structure for future generations is in the public s best interest The
Old Brewhouse is the six story Italianate brick tower with sandstone trim arched windows
and copper roof that sits at the base of the Deschutes River The historic tower built in 1906 and

served as the center of gravity brewing operation for Olympia Beer until Prohibition in 1916
The Warehouse Building refers collectively to several connected structures on the lower
portion of the historic site including the Cellar constructed in 1905 with an addition in 1907
directly south of the Old Brewhouse the long two story warehouse built around 1945 and keg
house also built in 1907 to the east on the Property
Redevelopment of the historic site will benefit the public preserve historic structures provide

public access create opportunity for economic development tourism cultural preservation
environmental cleanup improve water quality and protect habitat and critical areas
Creating public access through construction of pedestrian bicycle trails and boardwalks with
design and scale that are appropriate to the site and function will enhance the regional trail

network and provide recreational benefits to the community

The parties agree to the following
The most efficient economic development of the Property depends upon numerous factors
such as market orientation and demand interest rates competition and similar factors and

generally it will be most economically beneficial to the ultimate tenants and purchasers of the
Property to have the rate of development determined by the Falls Development However the
parties also acknowledge that because the Project will be phased certain amenities associated

with the Project must be available to all phases of the Project in order to address health safety
and welfare of the public Improvements associated with the Project shall be addressed in

future agreements between the parties

On or before April 30 2016 Falls Development will deliver to the City a statutory warranty deed
that creates a separate land parcel which includes the Old Brewhouse and necessary easements
for site access and utilities to serve the Old Brewhouse A legal description is attached as Exhibit
A and Exhibit B All applicable grants and historic tax credit incentives for rehabilitation will

belong to the City

On or before April 30 2016 Falls Development will deliver a statutory warranty deed to provide
necessary easements for a Public Trail including but not limited to construction and
maintenance of the trails and boardwalk through the Property to the City A legal description is
attached as Exhibit C and Exhibit D that describes the entire trail Said easement is 25 0 feet in

Draft Letter

3 29 2016

width If requested by the City Falls Development shall provide within 30 days of request a
pedestrian easement connecting the tower with the public trail and boardwalk
The City will provide a letter to Falls Development outlining a commitment to rehabilitate the
Old Brewhouse and to design and construct Public Trails and boardwalk that facilitate public

access to the Property

The City will process payment of 14 500 to Falls Development for compensation of public trail
easement within 60 days after the deed transfer is recorded

The City and Falls Development will negotiate future agreement s to share proportionate costs
of construction for the utilities and access road necessary to rehabilitate the Old Brewhouse
The City and Falls Development agree in concept that future agreements may include provisions
providing that if Falls Development files a complete building permit application for the
Warehouse Building by January 1 2019 and obtains a certificate of occupancy for the
Warehouse Building by January 1 2021 the City will reimburse up to one million dollars
1 000 000 for infrastructure improvements either as a direct reimbursement to Falls
Development based on actual costs or as otherwise negotiated between the parties
Infrastructure could include water sewer stormwater or access road improvements as

determined by the City This payment shall be credited against the City s proportionate costs
The City and Falls Development will negotiate parking as necessary for the use of the Old
Brewhouse tower and other public facilities in a future agreement

Falls Development will grant the City construction easements of a minimum of 100 feet in
circumference of the construction site

The City and Falls Development agree to work together to facilitate construction of a structure
adjacent to the Old Brewhouse that meets all applicable federal state and local laws and
regulations

10 The City will explore funding options for future construction of a pedestrian bridge consistent
with City of Tumwater Parks
Open Space Plan that extends from the Property to Tumwater
Historical Park and agrees to work with Falls Development in a future agreement to provide
access to public restrooms at the Project site

11 The City agrees in concept to allow Falls Development the first option to lease the Old
Brewhouse structure to provide a complimentary use consistent with adaptive reuse of other

buildings on the Property Falls Development acknowledges that funding constraints or

circumstances may not support this option

12 At any point before legal transfer of the title and deed to the Old Brewhouse are satisfied items
2 and 3 above

Falls Development reserves the right to rescind all terms of this agreement with

no recourse from the City

13

Within 60 days of the payment pursuant to item 5 above Falls Development will contribute the
sum of

14 500 toward renovation of the tower

14 The City and Falls Development will negotiate future agreements to address items not
addressed in this Letter

The parties agree to this Letter and that it is based on the best information available at the time of

signature The parties are committed to working in good faith and collaboratively to achieve the goals
The parties further agree that no agreement is made beyond what is included in this document

IN WITNESS WHEREOF the parties hereto have caused this Letter to be executed as of the dates set

forth below

Draft Letter

3 29 2016

CITY OF TUMWATER

OWNER FALLS DEVELOPMENT

By

By

Its

Its Mayor

ATTEST

By
City Clerk
APPROVED AS TO FORM

By

City Attorney Add notary blocks

Draft Letter

3 29 2016

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 26

TOWNSHIP 18 NORTH RANGE 2 WEST W M

THURSTON COUNTY WASHINGTON ALSO BEING A

PORTION OF TRACTS 5 AND 7 OF THE SUPPLEMENTAL PLAT OF CROSBY S PLAT AS RECORDED IN

VOLUME 10 OF PLATS PAGE 15 RECORDS OF THURSTON COUNTY WASHINGTON

DESCRIBED AS

FOLLOWS

COMMENCING AT THE NORTHEAST CORNER OF THE FOLLOWING DESCRIBED PARCEL

BLOCK 7 PLAT OF EASTTUMWATER AS RECORDED IN VOLUME 2 OF PLATS PAGE 18 RECORDS

OF THURSTON COUNTY WASHINGTON TOGETHER WITH THE VACATED SOUTH 15 FEET OF DE

SOTO STREET ADJOINING SAID BLOCK ON THE NORTH FROM WHICH POINT THE SOUTHEAST
CORNER THEREOF BEARS 501 10 42 W

THENCE N07 56 25 E 671 54 FEET TO THE TRUE POINT OF BEGINNING OF THE HEREIN DESCRIBED
PROPERTY

THENCE N00040 55 W 83 44 FEET

THENCE N89 25 41 E 94 30 FEET
THENCE S00 40 55 E 83 44 FEET
THENCE S89 25 41 W 94 30 FEET TO THE TRUE POINT OF BEGINNING

EXHIBIT B
N

89 25 41
94 30

E
N

Iw

Lo

0
t

SCALE IN

ool 0

FEET

I
J

12

20

40

80

94 30

S 89 25 41

TRUE POINT

OF BEGINNING
Lu

DE SOTO

POINT OF

STREET

COMMENCEMENT

10
10

10

30

BLOCK

10
N

EAST TUMWATER
VOL 2 PLATS PG 18

0
V

30

C sKaunGs
CONNOLLY

e3 Z9A

EXHIBIT C
AN EASEMENT OVER

UNDER AND ACROSS THAT PORTION OF THE SOUTHWEST QUARTER OF THE

NORTHWEST QUARTER THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER AND THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER

ALL IN SECTION 26 AND THAT PORTION OF THE

SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER AND THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 23 ALL IN TOWNSHIP 18 NORTH

RANGE 2 WEST W M

THURSTON

COUNTY WASHINGTON ALSO BEING PORTIONS OF THE PLAT OF CROSBY S DONATION LAND CLAIM AS
RECORDED IN VOLUME 2 OF PLATS PAGE 18 THE PLAT OF TUMWATER AS RECORDED IN VOLUME 2 OF

PLATS PAGE 18 THE SUPPLEMENTAL PLAT OF C CROSBY S DONATION LAND CLAIM AS RECORDED IN
VOLUME 10 OF PLATS PAGE 15

LACKEY S REPLAT AS RECORDED IN VOLUME 11 OF PLATS PAGE 42

THE PLAT OF OLYMPIA HIGHLANDS AS RECORDED IN VOLUME 7 OF PLATS PAGE 31 THE PLAT OF
SWAN S ADDITION AS RECORDED IN VOLUME 1 OF PLATS PAGE 37 THE PLAT OF WILDWOOD PARK AS

RECORDED IN VOLUME 9 OF PLATS PAGE 39 ALL RECORDS OF THURSTON COUNTY WASHINGTON

SAID EASEMENT BEING 25 00 FEET IN WIDTH

HAVING 12 50 FEET ON EACH SIDE OF THE FOLLOWING

DESCRIBED CENTERLINE

COMMENCING AT THE NORTHEAST CORNER OF THE FOLLOWING DESCRIBED PARCEL

BLOCK 7

PLAT OF EAST TUMWATER AS RECORDED IN VOLUME 2 OF PLATS PAGE 18 RECORDS

OF THURSTON COUNTY WASHINGTON TOGETHER WITH THE VACATED SOUTH 15 FEET OF DE

SOTO STREET ADJOINING SAID BLOCK ON THE NORTH FROM WHICH POINT THE SOUTHEAST

CORNER THEREOF BEARS S01 10 42 W

THENCE N13 14 00 W 1062 06 FEET TO THE TRUE POINT OF BEGINNING OF THE HEREIN DESCRIBED

CENTERLINE

THENCE S21 00 34 E 184 08 FEET TO THE BEGINNING OF A 75 00 FOOT RADIUS CURVE TO THE LEFT
THENCE SOUTHEASTERLY THROUGH A CENTRAL ANGLE OF 69 21 00

AN ARC DISTANCE OF 90 78 FEET

THENCE N89 38 26 E 676 00 FEET TO THE BEGINNING OF A 185 06 FOOT RADIUS CURVE TO THE LEFT

THENCE NORTHEASTERLY THROUGH A CENTRAL ANGLE OF 49 09 00

AN ARC DISTANCE OF 145 83

FEET
THENCE N40 48 15 E 74 11 FEET
THENCE N43 31 27 E 94 90 FEET
THENCE N35 16 22 E 45 07 FEET
THENCE N49 33 18 E 46 44 FEET
THENCE N48 52 39 E 251 16 FEET

THENCE N51 41 56 E 140 64 FEET

THENCE N50 30 02 E 75 81 FEET
THENCE N48 18 34 E 78 77 FEET

THENCE N52 49 36 E 29 45 FEET TO THE BEGINNING OF A 521 59 FOOT RADIUS CURVE TO THE LEFT
THENCE NORTHERLY THROUGH A CENTRAL ANGLE OF 38 39 12
THENCE N10 40 15 E 72 25 FEET

THENCE N05 06 36 E 31 69 FEET

THENCE N10 04 28 W 48 95 FEET

AN ARC DISTANCE OF 351 88 FEET

THENCE N20 37 46 W 84 10 FEET

THENCE N26049 17 W 229 10 FEET

THENCE N18 17 30 W 47 90 FEET

THENCE N34 39 10 W 142 14 FEET

THENCE N44 59 22 W 57 08 FEET
THENCE N41 21 06 W 100 68 FEET

THENCE N36 44 59 W 52 81 FEET

THENCE N36024 12 W 47 35 FEET

THENCE N48 31 41 W 53 26 FEET

THENCE N53 24 06 W 124 67 FEET

THENCE N56 52 47 E 24 39 FEET

THENCE N50 34 24 E 99 39 FEET
THENCE N49 48 32 E 98 22 FEET
THENCE N50 14 20 E 52 69 FEET TO THE BEGINNING OF A 1336 45 FOOT RADIUS CURVE TO THE LEFT
THENCE NORTHEASTERLY THROUGH A CENTRAL ANGLE OF 13 29 57

AN ARC DISTANCE OF 314 87

FEET

THENCE N38 36 38 E 133 51 FEET

THENCE N39034 38 E 99 80 FEET

THENCE N36 3344 E 132 91 FEET

THENCE N63 57 23 E 22 69 FEET

THENCE N36 30 59 E 498 21 FEET

THENCE N34 39 43 E 189 65 FEET

THENCE N58 37 13 E 164 49 FEET

THENCE N35 37 17 E 198 65 FEETTO THE BEGINNING OF A 5 00 FOOT RADIUS CURVE TO THE RIGHT

THENCE NORTHEASTERLY EASTERLY AND SOUTHEASTERLY THROUGH A CENTRAL ANGLE OF 82 31 32

AN ARC DISTANCE OF 7 20 FEET
THENCE S61 51 11 E 185 31 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE

LINE NO

BEARING

DISTANCE

L1

N 13 14 00 E

1062 06

L2

5 21 00 34 E

184 08

L3

N 89 38 26 Ei

676 00

CURVENO

DELTA

RADIUS

L4

N 40 48 15 E

74 11

Cl

69 21 00

75 00

90 78

C2

45 09 00

185 06

145 83

C3

38 39 12

521 59

351 88

C4

13 29 57

1336 45

314 87

C5

82 31 32

5 00

7 20

L5

N 43 31127 E

94 90

L6

N 35 16 22 E

45 07

L7

N 49 33 18 E

46 44

L8

N 48 52 39 E

251 16

19

N 51 41 56 E

140 64

EXHIBIT D

V
IV

LENGTH

vMh
Iv

L10

N 50 30 02 E

75 81

L11

N 48 18 34 E

78 77

L12

N 52 49 36 E

29 45

L13

N 10 40 15 E

72 25

L14

N 05 06 36 E

31 69

L15

N 10 04 28 W

48 95

L16

N 20 37 46 W

84 10

L17

N 26 49 17 W

229 10

L18

N 18 17 30 W

47 90

L19

N 34 39 10 W

142 14

L20

N 44 59 22 W

57 08

L21

N 41 21 06 W

100 68

L22

N 36 44 59 W

52 81

L23

N 3624 12 W

47 35

L24

N 48 3141 W

53 26

L25

N 53 24 06 W

124 67

L26

N 56 52 47 E

24 39

L27

N 50 34 24 E

99 39

L28

N 49 48 32

98 22

L29

N 50 14 20

L30

N 38 36 38 E

L31

N 39 34 38 E

99 80

L32

N 36 33 44 E

132 91

L33

N 63 57123 E

22 69

L34

N 36 30 59 E

498 21

L14

L35

N 34 39 43 E

189 65

L13

L36

N 58 37113 E

164 49

L37

N 35 37 17 E

198 65

L38

5 61 51 11 E

185 31

WILD WOOD

PARK 9

39

SWAN S

C4

L28

ADDI TION

1137

OLYMPIA

L26

HIGHLANDS

31

2s
C

fir

CROSBY S

DLC 2

18

52 69
133 51

L15

SUPPL PLA T
C CROSBYS

TRUE
POINT OF
BEGINNING

DLC

10

15

SCALE

IN

FEET

TUM WA TER

18

15
4

DE SOTO

ST

COMMENCEMENT

a
iNi

BLOCK

EAST
UMWATER

Bio

cSKILLII

iU

commo

30
c

44

200

400

1 s00