HomeMy WebLinkAboutCOW 2010-11-22 Item 4H - Ordinance - Development Agreement with WEA Southcenter on Traffic Impact Fees e
.jiff y' Go UNCIL AGENDA SYNOPSIS
V o.L -sls
o `i'y hatreds
Prepared by I May, ITEM 1VO.
P 11� 1 R .r ea ouncil review
Meetrn Date
1 11/22/10 1 BG ;a.' I (t—NC 1 0 l_ 14
'`�,,�t 12/06/10 BG I s I
r90
1
ITEM INFORMATION
1 CAS NUMBER: 10-139 I ORIGINAL AGENDA DA'L'E: NOVEMBER 22, 2010
AGENDA ITEM TITLE Development Agreement between WEA Southcenter, LLC and the City regarding
traffic impact fees for Westfield Southcenter Mall
CATEGORY Discussion 1 1 Motion n Resolution Ordinance U Bid Award Public Heann
g 1 1 Other
Mtg Date 11/22/10 Mtg Date Mtg Date Mtg Date 12/06/10 Mtg Date Mtg Date 12/06/10 Mtg Date:
SPONSOR n Council 1 1 Mayor U Adm Svcs DCD n Finance n Fire n Legal U P &R 1 1 Police PTV
SPONSOR'S This development agreement between the City and WEA Southcenter, LLC determines
SUMMARY the methodology and process for calculating traffic impact fees for future expansion
or renovation of the Westfield Southcenter Mall. It treats the Mall as one site and sets
a trip ceiling for maximum number of trips for the site and allows a trip bank to be
created. It also provides a mechanism for using banked trips and sets forth triggers
when traffic impact fees are owed to the City.
REVIEWED BY n COW Mtg. CA &P Cmte 1 1 F &S Cmte Transportation Cmte
Utilities Cmte Arts Comm. I 1 Parks Comm. E Planning Comm.
DATE: 11/15/10
RECOMMENDATIONS:
SPONSOR /ADMIN Public Works
COMMITTEE Unanimous approval, forward to Committee of the Whole.
COST IMPACT FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$0.00 $0.00
Fund Source.
Comments:
MTG. DATE I RECORD OF COUNCIL ACTION
1 11/22/10 1
1 12/06/10 1
I 1
MTG. DATE I ATTACHMENTS
11/22/10 1 Information Memo dated November 9, 2010 (revised after 11/15 TC)
1 Draft Ordinance
1 Development Agreement
I Transportation Committee Meeting Minutes from November 15, 2010
1 12/06/10 1
I
1 2t
128
\�y. City of T ukwil a
a y Jim Haggerton, Mayor
290$ INFORMATIONAL A MEMORANDUM
TO: Mayor Haggerton
Transportation Committee
I
FROM: Bob Giberson, Public Works Director 1.
DATE: November 9, 2010
SUBJECT: Development Agreement Westfield Southcenter Mall
ISSUE
The purpose is to determine whether the City should enter into a development agreement with WEA
Southcenter LLC regarding how impact fees will be assessed and trips tracked for the Westfield
Southcenter Mall as a unified site, rather than separate parcels; thereby creating efficiencies and
predictability for both the City and Westfield.
BACKGROUND
WEA Southcenter LLC is the operator of the Westfield Southcenter Mall (Mall) and owner of the
majority of the Mall property. Given that there are additional parcels on the Mall site and the sheer
size of the use (85 acres), issues have arisen regarding the assessment of impact fees; how they
are calculated, how the trips are tracked and when credit is given for discontinued uses. For
example, when Seafood City was permitted, disputes arose regarding whether trips from the
discontinued Mervyn's should be credited against the new Seafood City trips. Appeals of this
nature can be costly for both the City and Westfield; thus, it appeared desirable to simplify the
process for assessing traffic impact fees for development and redevelopment of the Mall property.
Staff worked collaboratively with Westfield to agree on a methodology and process for the
calculation of traffic impact fees to expedite permitting and provide predictability for future
development and redevelopment.
Nothing in the proposed agreement vests Westfield to a specific impact fee amount. When fees are
owed, they will be paid at the rate in effect at the time of assessment. This agreement simply
addresses the methodology for analyzing and utilization of trips to and from the site
DISCUSSION
This development agreement accomplishes the following:
e Treats the Mall as one site for purposes of traffic impact fee analysis
6 Sets a "trip ceiling" for maximum number of trips for the site, as set forth in the 2004 EIS.
e Allows for a "trip bank" to be created for discontinued uses at anchor or pad locations for the
term of the agreement.
e Provides a mechanism for using "banked" trips when a new use replaces a discontinued use.
e Sets forth triggers for when traffic impact fees are owed to the City.
e Streamlines the process for providing traffic analysis to the City and places the primary burden
on demonstrating the availability of banked credits on Westfield.
RECOMMENDATION
Council is being asked to approve the ordinance adopting the development agreement between the
City and WEA Southcenter, LLC and consider this item at the November 22, 2010 Committee of the
Whole meeting and subsequent December 6, 2010 Regular Meeting with a public hearing
Attachments: Ordinance Adopting the Development Agreement.
Development Agreement with Westfield
W• \PW Eng \OTHER \Bob Giberson \InfoMemo Westfield Dev Ag 2010 doc 1 2 9
130
DRAFT
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, ADOPTING THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF TUKWILA AND WEA SOUTHCENTER LLC
REGARDING TRAFFIC IMPACT FEES FOR THE DEVELOPMENT AND
REDEVELOPMENT OF WESTFIELD SOUTHCENTER MALL; PROVIDING
FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE
WHEREAS, RCW 36.70B 170 authorizes the City to enter into "development
agreements" with persons having ownership or control of real property; and
WHEREAS, pursuant to RCW 36.70 B 190, this ordinance and the "development
agreement" shall be recorded with the real property records of the county; and
WHEREAS, pursuant to RCW 36.70B.200, on December 6, 2010 the City Council
held a public hearing regarding the Development Agreement;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, DO ORDAIN AS FOLLOWS:
Section 1. Development Agreement Adopted. The Development Agreement
between the City of Tukwila and WEA Southcenter LLC, a copy of which is attached to
this Ordinance as Exhibit A, is hereby adopted.
Section 2. Severability. If any section, subsection, paragraph, sentence, clause or
phrase of this ordinance or its application to any person or situation should be held to
be invalid or unconstitutional for any reason by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity or constitutionality of the
remaining portions of this ordinance or its application to any other person or situation.
Section 3. Effective Date. This ordinance or a summary thereof shall be published
in the official newspaper of the City, and shall take effect and be in full force five days
after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON,
at a Regular Meeting thereof this day of 2010
ATTEST/ AUTHENTICATED
Christy O'Flaherty, City Clerk Jim Haggerton, Mayor
Filed with the City Clerk:
APPROVED AS TO FORM BY Passed by the City Council.
Published.
Effective Date:
Shelley M. Kerslake, City Attorney Ordinance Number
Attachment: Exhibit A Development Agreement
W Woi d Processing Ordinances \Adopting Westfield Development Agreement.doc
5K h 11/17/2010 Page 1 of 1
131
132
DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF TUKWILA AND
WEA SOUTHCENTER LLC FOR THE
EXPANSION AND RENOVATION OF WESTFIELD SOUTHCENTER MALL
THIS DEVELOPMENT AGREEMENT "Agreement is made and entered into this
day of 2010, by and between the CITY OF TUKWILA "CITY a
noncharter, optional code Washington municipal corporation and WEA SOUTHCENTER LLC
"WESTFIELD a Delaware limited liability company.
I. RECITALS
WHEREAS, the Washington State Legislature has authorized the execution of a
development agreement between a local government and a person having ownership or control
of real property within its jurisdiction (RCW 36.70B.170(l));
WHEREAS, Westfield Southcenter Mall (the "Mall is located on land within the City
of Tukwila, within the block bounded by Southcenter Parkway, Strander Boulevard, Andover
Park West and Tukwila Parkway. The Mall, comprising approximately 85 acres, is illustrated on
attached Exhibit A.
WHEREAS, Westfield is the operator of the Mall and the owner of the majority of the
Mall property, as illustrated in Exhibit A and legally described in Exhibit B (the "Westfield
Property
WHEREAS, the purpose of this Agreement is to simplify the process for assessing traffic
impact fees for development and redevelopment of the Westfield Property.
WHEREAS, the Parties agree that the Mall's presence in the community provides
significant economic and community benefit to the City and its residents;
WHEREAS, it is in the best interest of the Parties to agree on a methodology and process
for the calculation of traffic impact fees as they relate to development and redevelopment of the
Westfield Property to expedite peimitting and provide predictability for future development and
redevelopment;
WHEREAS, The Westfield Shoppingtown Southcenter Expansion EIS (E03 -010) was
conducted for the proposed expansion of the Mall in October 2004 (the "EIS This proposed
expansion was expected to expand and renovate the Mali by 787,903 additional square feet of
gross building area (gba). As of the date of this Agreement more than half of the proposed
787,903 expansion has been built.
WHEREAS, at the time of EIS preparation, King County Parcel No. 3597000257 (the
"Former Bank of America Parcel located in the northwest portion of the Mall, was owned by
1
Y \WP\ \VESTFIELD \DEVELOPMENT AGREEMENT \TIP AGREEMENT \TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 1 I- 09- 10_DOCX
133
Bank of America, N.A. and occupied by an 11,800 square foot (gla) Bank of America drive -in
bank (the "Former Bank of America that generated 148 p.m. peak hour trips. The Former
Bank of America Parcel was not considered part of the Mall in the EIS but trips from the bank
were considered part of the existing background conditions. In 2009, Westfield acquired the
Fonner Bank of America Parcel, the uses on the Former Bank of America Parcel were
discontinued and a new Bank of America bank was built on the Westfield Property. Traffic
impact fees were paid when building permits for the new Bank of America bank were issued.
WHEREAS, at the time of EIS preparation, the Mall consisted of five anchor buildings
occupied by Nordstroms, Macy's, Sears, J.C.Penney and Mervyn's respectively (the "Anchor
Buildings an enclosed multi- tenant building (the "Mall Building and several detached single
tenant buildings (the "Pad Buildings In 2007 the use of the Mervyn's Anchor Building was
discontinued.
WHEREAS, the EIS contemplated that, at build -out of the 787,903 additional square feet
(gba), 1332 new p.m. peak hour vehicle trips would be added to the City transportation system
due to the expansion and renovation;
WHEREAS, 1139 new trips have been added to the City's transportation system due to
the expansion and renovation of the Mall since 2004.
WHEREAS, a development agreement must be approved by ordinance or resolution after
a public hearing (RCW 36.70B.200); and
WHEREAS, a public hearing for this Development Agreement was held on
and the City council approved this Development Agreement by Ordinance on
NOW THEREFORE, in consideration of the mutual promises set forth here, the parties
hereto agree as follows:
III. AGREEMENT
1. The Project. The Project is the development, redevelopment, reoccupancy of
previously discontinued uses, and future changes in use of the Westfield Property, including the
addition of new free standing or attached structures. The term "Development" as used
hereinafter shall include any proposed development, redevelopment, or reoccupancy of
previously discontinued uses on the Westfield Property and any future changes in use of Anchor
or Pad Buildings on the Westfield Property.
2. Westfield Development Agreement. Effective December 23, 2005 Westfield and
the City entered into a Development Agreement which addressed, among other things, the
payment of traffic impact fees (the "Westfield Development Agreement This Agreement
supersedes the methodology in the Westfield Development Agreement for the calculation of
traffic impact fees. All other provisions of the Westfield Development Agreement remain
unchanged in full force and effect.
2
Y \WP \WESTFIELD \DEVELOPMENT AGREEMENT\TIF AGREEMENT\TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 11- 09- 10.DOCX
134
3. Transportation Impact Fees and Concurrence Approval.
3.1 Concurrence Approval. Pursuant to TMC 9.48 and TMC 21.04, the City
has determined that Mall, up to the Trip Ceiling (hereinafter defined), meets the City's standards
for transportation concurrency approval and mitigates significant adverse impacts to the City's
transportation system; provided that transportation impact fees are paid, if owing, applicable at
the time of building permit issuance.
3.2 Categorization of Trips. As described in the EIS, the use of the Mall, prior
to any expansion after 2004, generated a total of 3022 p.m. peak hour vehicle trips. These trips,
plus the 148 p.m. peak hour vehicles trips from the Former Bank of America, or a total of 3170
p.m. peak hour trips, comprise the baseline of existing trips in this Agreement (the "Existing
Trips These Existing Trips are further explained as set forth in Exhibit C. Development at the
Mall, as described in the EIS, was expected to generate at total of 1332 net new pm peak hour
trips "Future Trips Since 2004, Development at the Mall has resulted in the addition of 1139
new p.m. peak hour vehicle trips, of which the 153 new trips from Seafood City were offset by
applying an equal number of trips from the discontinuation of the fowler Mervyn's, resulting in
986 net new trips to date "Net New Trips to Date As a result, 346 net new pm peak hour trips
are remaining as of the execution of this Agreement (the "Remaining Trips
3.3 Trip Bank. Traffic impact fees will be imposed in accordance with the
terns of this Section.
3.3.1 Trip Ceiling. The maximum number of p.m. peak hour trips for
the Mall covered by this Agreement is 4502 trips (the "Trip Ceiling Subject to the provisions
of this Agreement, these 4,502 trips shall be reserved by the City for use by Westfield hereunder
for the Teun of this Agreement'.
3.3.2 Deposit of "Credits" into Trip Bank. Westfield shall be entitled to
deposit into the Trip Bank, trip reductions from the closure or discontinuance of any use or
portion thereof in an Anchor Building or Pad Building on the Westfield Property, as depicted in
Ex. A, or trip reductions from a change in use in an Anchor Building or Pad Building on the
Westfield Property "Banked Trip Credits It shall be the responsibility of Westfield to provide
sufficient evidence to the City of the trip reduction proposed to be approved as Banked Trip
Credits and evidence of the closure, discontinuous, or change in any use. The City shall confirm
the requested Banked Trip Credits within 45 days of the Westfield's request. The Banked Trip
Credits may be used to off -set trips generated by the reoccupancy of any building, or portion
thereof, as well as new development. The Parties agree that the Trip Bank has, as a starting
balance, 194 trips.
3.3.3 Trip Credits from Klickitat Dedication. Westfield dedicated right
of -way for the Tukwila Urban Access/Klickitat Improvements Project 84 -RW19. The Westfield
Development Agreement provided a credit for the value of that dedication against traffic impact
I Of this Trip Ceiling, 604 trips have been allocated to the property owned by Astoria Reality, Inc (the Macy's
Parcel and 192 trips have been allocated to the property owned by Bank of America N.A., (the "Bank America
Parcel It shall be the responsibility of Westfield to work with these property owners if development plans are
proposed for these parcels to ensure consistency with this Agreement.
3
Y \WP \WESTFI ELD \DEVELOPMENT AGREEMENT\TIF AGREEMENT \TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 11- 09- 10.DOCX
135
fees paid. To account for the credit remaining as of this date, The City agrees that Westfield has
285 additional pre -paid trips to apply against future development under this Agreement.
3.3.4 When Traffic Impact Fees Are Triggered. For any Development
that generates net new PM peak hour trips, Westfield shall provide the City a traffic analysis. In
that traffic analysis Westfield must elect to use Banked Trip Credits or indicate it will pay for the
net new trips. If Westfield elects to use Banked Trip Credits, it must demonstrate that there are
sufficient credits available to offset the net new trip generation. Traffic Impact Fees shall also be
triggered for the conversion of a parking garage or a portion thereof to a trip generating use, the
construction of any new trip generating building or the physical expansion of any existing
building for a trip generating use.
3.3.5 Calculation of Traffic Impact Fees Owing. Of the 4,502 trips
allocated for the Mall under this Agreement, traffic impact fees have been paid, for 4,156 trips. 2
With the additional pre -paid trips established by Section 3.3.3 above, traffic impact fees have
been paid for 4441 trips "Pre -paid Balance Thus, payment for traffic impacts is only due
when the number of trips occurring on the property exceed 4,441, up to the trip ceiling. Trips
exceeding the Pre -Paid Balance will be assessed the impact fee that is in effect at the time of
building permit issuance.
3.3.6 Engineering Analysis. Trip generation is generally calculated
using the ITE Trap Generation manual. Exceptions to this analysis arise when uses are unique.
Should Westfield propose a unique use for which an independent traffic analysis is required,
such analysis must be submitted to the City for approval 60 days prior to permit issuance. The
City shall decide on whether to approve such analysis within 30 days after submittal by the
Westfield.
3.3.7 Monitoring. It shall be the responsibility of Westfield to provide
sufficient evidence of trip generation for new proposed Development and for any proposed
Banked Trip Credit. Trip generation studies shall be consistent with traffic engineering practices
and shall be mutually agreed upon by both parties prior to implementation of this agreement.
The City shall maintain a ledger of Banked Trip Credits and trips remaining under the Trip
Ceiling.
4. Exhibits. Exhibits to this Agreement are as follows:
a) Exhibit A Westfield Mall Illustration indicating pad buildings and
anchor buildings
b) Exhibit B Westfield Property Legal Description
c) Exhibit C Westfield Southcenter Trip Matrix
5. General Provisions.
2 This payment has been accomplished by a combination of SEPA mitigation, payment by existing development,
cash payments and land donation for system improvements.
4
Y \WP\ WESTFIELD \DEVELOPMENT AGREEMENT \TIF AGREEMENT\TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 11- 09- 10.DOCX
136
5.1 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Washington.
5.2 Term. The teilii of this Agreement shall commence on the Effective Date
and shall continue for a period of six years (the "Teiiuination Date The ten" of this
Agreement shall be automatically renewed for one additional three year teiiii unless the Mayor
notifies Westfield at least 90 days prior to the Te>_"iination Date that the Agreement will not be
automatically renewed "Non- Renewal Notice Upon issuance of a Non Renewal Notice the
parties agree to negotiate in good faith amendments to this Agreement with the goal of extending
the Agreement beyond the Termination Date.
5.3 Effective Date. This Agreement shall become effective on the first date
upon which all Parties have executed this Agreement.
5.4 Recording. This Agreement or a memorandum thereof shall be recorded
against the Westfield Property as a covenant running with the land and shall be binding on the
Owners, its heirs, successors and assigns until this Agreement expires.
5.5 Agreement Binding on Successors. This Agreement shall be binding upon
and shall inure to the benefit of the heirs, successors and assigns of the Owners, and upon the
City, except as limited and conditioned in this Agreement.
5.6 Modifications to Agreement. This Agreement contains all terms,
conditions and provisions agreed upon by the parties hereto, and shall not be modified except by
written amendment executed by both parties. Amendments to this Agreement that materially
modify the intent and policy of the Agreement must be approved by the City Council. Other
amendments may be approved by the City Mayor.
5.7 Interpretation: Severabilitv.
5.7.1 Interpretation. The parties intend this Agreement to be interpreted
to the full extent authorized by law as an exercise of the City's authority to enter into
development agreements pursuant to RCW 36.70B.170 et seq., and this Agreement shall be
construed to exclude from the scope of this Agreement and to reserve to the City, only that police
power authority which is prohibited by law from being subject to a mutual agreement with
consideration.
5.7.2 Severabilitv. If any provisions of this Agreement are deteiiiiined
to be unenforceable or invalid in a final decree or judgment by a court of law, then the remainder
of this Agreement not decreed or adjudged unenforceable or invalid shall remain unaffected and
in full force and effect. In that event, this Agreement shall thereafter be modified, as provided
immediately hereafter, to implement the intent of the parties to the maximum extent allowable
under law. The parties shall diligently seek to agree to modify the Agreement consistent with the
final court determination, and no party shall undertake any actions inconsistent with the intent of
this Agreement until the modification to this Agreement has been completed. If the parties do
not mutually agree to modifications within forty -five (45) days after the final court
determination, then either party may initiate the arbitration process under Section 7 for
5
Y \WP \WESTFIELD \DEVELOPMENT AGREEMENT \TIF AGREEMENT \TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 11 -09 -10 DOCX
137
determination of the modifications that will implement the intent of this Agreement and the final
court decision.
5.8 Authority. Each party respectively represents and warrants that it has the
power and authority, and is duly authorized, to enter into this Agreement on the terms and
conditions herein stated, and to deliver and perform its obligations under this Agreement.
5.9 Exhibits and Appendices Incorporated. Exhibits A through C are
incorporated herein by this reference as if fully set forth.
5.10 Headings. The headings in this Agreement are inserted for reference only
and shall not be construed to expand, limit or otherwise modify the terms and conditions of this
Agreement.
5.11 Time of the Essence. Time is of the essence of this Agreement and of
every provision hereof. Unless otherwise set forth in this Agreement, the reference to "days"
shall mean calendar days. If any time for action occurs on a weekend or legal holiday in the
State of Washington, then the time period shall be extended automatically to the next business
day.
5.12 Entire Agreement. This Agreement represents the entire agreement of the
parties with respect to the subject matter hereof. There are no other agreements, oral or written,
except as expressly set forth herein and this Agreement supersedes all previous agreements, oral
or written.
5.13 Attorneys' Fees. In any action to enforce or determine a party's rights
under this Agreement, the prevailing party shall be entitled to attorney's fees and costs.
5.14 No Third -Party Beneficiary. This Agreement is made and entered into for
the sole protection and benefit of the parties hereto and their successors and assigns. Westfield,
at its discretion, may apply the benefits of this Agreement to any of its tenants that are subject to
the payment of traffic impact fees. No other person shall have any right of action based upon any
provision of this Agreement.
5.15 Interpretation. This Agreement has been reviewed and revised by legal
counsel for both parties, and no presumption or rule construing ambiguity against the drafter of
the document shall apply to the interpretation or enforcement of this Agreement.
5.16 Notice. All communications, notices, and demands of any kind that a
party under this Agreement requires or desires to give to any other party shall be in writing and
either (i) delivered personally, (ii) sent by facsimile transmission with an additional copy mailed
first class, or (iii) deposited in the U.S. mail, certified mail postage prepaid, return receipt
requested, and addressed as follows:
If to the City:
6
V \WP1WESTFIELD \DEVELOPMENT AGREEMENT \TIF AGREEMENT \TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 11- 09- 10.DOCX
138
City of Tukwila
6300 Southcenter Boulevard
Tukwila, Washington 98188
Attn: Mayor's Office and
Director of Public Works and
Director of Community Development
If to Westfield:
General Manager
Southcenter Mall
Westfield Corporation, Inc.
633 Southcenter
Seattle, WA 98188 -2888
And to:
Senior Vice President Development Northwest
Westfield Corporation, Inc.
11601 Wilshire Blvd., 12th Floor
Los Angeles, CA 90025 -1748
And to:
Brent Carson
GordonDerr LLP
2025 First Avenue, Suite 500
Seattle, WA 98121 -3140
Notice by hand delivery or facsimile shall be effective upon receipt, provided that notice
by facsimile shall be accompanied by mailed notice as set forth herein and shall be evidenced by
a machine printed confirmation of successful transmission. If deposited in the mail, certified
mail, return receipt requested, notice shall be deemed delivered forty -eight (48) hours after
deposited. Any party at any time by notice to the other party may designate a different address
or person to which such notice or communication shall be given.
5.17 Delays. If either party is delayed in the performance of its obligations
under this Agreement due to Force Majeure, then performance of those obligations shall be
excused for the period of delay. For purposes of this Agreement, economic downturns, loss in
value of Westfield assets, inability to obtain or retain financing, do not constitute a force maj eure
event.
5.18 Indemnification. Except as otherwise specifically provided elsewhere in
this Agreement and any exhibits hereto, each party shall protect, defend, indemnify and hold
harmless the other party and their officers, agents, and employees, or any of them, from and
against any and all claims, actions, suits liability, loss, costs, expenses, and damages of any
nature whatsoever, which are caused by or result from any negligent act or omission of the
7
Y W P\ W ESTFI ELD \DEVELOPMENT AGREEMENT\TJF AGREEMENT \TUK WI LA WESTFI ELD DEVELOPMENT AGREEMENT 11-09-10 DOCX
139
party's own officers, agents, and employees in performing services pursuant to this Agreement.
In the event that any suit based upon such a claim, action, loss, or damage is brought against a
party, the party whose negligent action or omissions gave rise to the claim shall defend the other
party at the indemnifying party's sole cost and expense; and if final judgment be rendered
against the other party and its officers, agents, and employees or jointly the parties and their
respective officers, agents, and employees, the parties whose actions or omissions gave rise to
the claim shall satisfy the same; provided that, in the event of concurrent negligence, each party
shall indemnify and hold the other parties harmless only to the extent of that party's negligence.
The indemnification to the City hereunder shall be for the benefit of the City as an entity, and not
for members of the general public.
5.19. Mediation. If a dispute arises from this Agreement or an alleged breach
thereof and if the dispute cannot be resolved through direct discussions, either party may, at its
election, request mediation by giving notice to the other party "Mediation Notice Within 5
business days from the Mediation Notice the parties shall mutually agree on the selection of a
mediator or, if the parties are unable to mutually agree on the selection of a mediator, the
mediator shall selected by JAMS. All fees and expenses for mediation shall be borne by the
parties equally. However, each party shall bear the expense of its own counsel, witnesses, and
preparation and presentation of evidence. If Mediation is elected and is unable to resolve the
dispute, the parties proceed with all available administrative appeals or judicial remedies.
IN WITNESS WHEREOF, the parties hereto have caused this Development Agreement
to be executed as of the dates set forth below:
CITY OF TUKWILA
By
Its
Dated:
WEA SOUTHCENTER LLC
By
Its
ATTEST:
By
8
Y \WP \WESTFIELD \DEVELOPMENT AGREEMENT\TIF AGREEMENT\TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 11- 09- 10.DOCX
140
Christy O'Flaherty, City Clerk
APPROVED AS TO FORM:
By
Shelley M. Kerslake, City Attorney
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day of November, 2010, before me, a Notary Public in and for the State of
Washington, personally appeared personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated
that he was authorized to execute the instrument, and acknowledged it as the of
the City of Tukwila to be the free and voluntary act and deed of said municipal corporation for
the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
NOTARY PUBLIC in and for the State of
Washington, residing at
My appointment expires
Print Name
9
Y
WP W ESTFI ELD \DEVELOPMENT AGREEM ENT\TI F AGREEMENT TUK WI LA WESTFIELD DEVELOPMENT AGREEMENT 11-09-10 DOCX
141
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day of November, 2010, before me, a Notary Public in and for the State of
Washington, personally appeared personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated
that he was authorized to execute the instrument, and acknowledged it as the of
Prudential Financial, Inc. to be the free and voluntary act and deed of said corporation for the
uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
NOTARY PUBLIC in and for the State of
Washington, residing at
My appointment expires
Print Name
10
Y \WP \WESTFIELD \DEVELOPMENT AGREEMENT\TIF AGREEMENT\TUKWILA WESTFIELD DEVELOPMENT AGREEMENT 1 I- 09- 10.DOCX
142
7 -I t
ig
z ,.--2, i i
l --e-- I -C 1: Or'''' ti 11
,V
ce.‘4. r :1
7; I 4 il 1 .7., 1 i,
11
i i i 1,,,,, I
1 177S`,1 i
V I 1 :::;Th
1 I 1
j 2' L'
i 1 1 7-- r T 7 T ••=s•Ti i
1 I% P
I I 1
li I 5
1 I I
j I i s J i 1 ANCHOR lt
L d f..,., H
i
i 1 1 k .7 .27 11 I L-•--
1 v l! SEAFOCO CM ,l I:, I
1 J 1 "t=64- I, --A il
1 --1
1 i I ANCHOR .1
i I _1
i
II -,.,.,-,...-,,T.
1
•i
I; Y-
1 1, t r...;*
i
h
1 t 11 1 ANCHOR
1
1 r157.1
i I i I I i
r r.'
ANCHOR
iii :1 cm
1
n C- 1 1 1
1 L._ J 1 ■Il
'ii J ',J
y 1 (7 r,..: 5 '1 '1 C 7 7 ",.s; I :1 'In ,71 v...—
Li ..i
i I i I I, 91 il 1 ,rf 1 i
I' 1 `j 1 i, i
'41 p
i 7 s r,, 7; 7 7 1
I 1 '1 1 ,,.-..2 P
i 01 l' IIII i ---1 li!I I I I I
t:, do z.-4,- 4.% ■S a, c..) Co c_)e_, L.,
.F-. 7 7 1
r 1-' J
--2 I r 1 r I I I V„.q•...i J ir,,,D1-ss I ....J1 i
1 ,f.r
..bcr, 1-: 1 -:n -g
1 s -1.. i; ,r I. 1 .i'l Li? I ,__c....---- -.1,:i., .1
1 f i t. r----- e
SOUTHCENTER MALL SITE PLAN
--I
EXHIBIT A SITE
Westfield Design
os An ge les. CA 9:2025 1 1 SCA:C. .1,..,11 t,r1.:. 211. 2 01S j ilat',..I 9,i1
...6 OC
4=.
co
EXHIBIT B
WESTFIELI) PROPERTY LEGAL DESCRIPTION
Parcels A, B, C, D, F, G, H, 1, .1, K, L, M, N, 0 and P of the WI:A Southcenter LLC
Binding Site improvement Plan, Recorded Under King County Recording No.
20101021000765.
144
EXHIBIT C
WESTFIELD SOUTHCENTER TRIP MATRIX
Proposed (2004 EIS) Permitted as of 9-14-10
Weekday PM IWeekday PK4Peak
Use Quantity 1 Rate Total Quantity Rate Total
Trip Generation Prior to Expansion i
x
_Sh�ppin�Center 1,252,317 GLA _I.AO 3732 t252.317 GLA 2.98 3732
a Total Dr�e�ayTh�� 3732
3732
b Shopping Center Pass-By Tr�s 19% 7I0 19% 10
c Net Shopping Center Trips (prior tn expansion) (c=a-b) 3O22
3022
_d _Former Bank of America Outparce| lI80UGLA I2�4 264 I18O0GLA 22.4 264
e Former Bank ofAmer� 25% America 2� 66 25% 66
f 50
Former Bank o fAmer Pass-byThps i 19 50 19%
g NetTripsfrom Former Bank of America (g=d-e-f) 148
148
h Total Trips Prior to Expansion (h=c+g) �17Oi
3170
ThpGenorabonfn»n�ExpundedSuuth�onter
Shopping Center 1712�84 !GLA 2.68 4589 1,529,531 GLA 2.78 4252
Financial (Fidelity) i 7.207 'SF 2.78 20
__Restau�nt(CheesecakeF�ctor 21,101 'GSF 10.86 229 10,209 GSF 1O�86 11I
Bank (Bank ofAmerica)
7.451 SF 25.82 192
Theater �N[) 4/ U.I4 560 2.QSO 0.14 416
Seafood City 35.85Q �LA 735 I�4
Hotel 148'Room� O49 68
i Total Trips 5446 5254
j Less Restaurant oo
/Theater/8an�eafd[�y/Hmtd[aptu/eThps 25% 214 25% l46
k Total Driveway Trips (k=i-j) 5232
5009
Pass-by
Shopping Center
17% 78O _17��`
Bank
17�� 33
i
Seafood City r 17%
Restaurant 43% 98 43% 47
Total Pa�-8yThps r 878 B48
m Net Trips After Expansion w/o orrner BofA (m=i-l) 4354|
4161
__L
-P Pagel
cn
EXHIBIT
41. WESTFIELD SO[]THCENTEAi TRIP MATRIX
Proposed (2004 EIS) Permitted as of 9-14-10
Weekday PM !Weekday PMPeak
Use Quantity Rate Total Quantity Rate Total
n Net Trips After Expansion w/ Former BofA (n=g+m) 1 45021 4309
o Net New Trips (o=m'h) 1332 1139
p���a|'Fut�e trip-���afning1 346
Trip Credits for Bankin from Dimuo�tinuodU�e�
q Mervyn's 86,115 GLA 2.79 240
r K4en�m'�Pa�-by 17% 41
s yWervyn'x Trip Credits (s=q'r) 199
t Former Bank ofAmerica 11800 GLA 22.4 264
u Former Bank ofAmehca Internal [apture
25% 66
Former 8ankofAmerciaPas*by 19% 50
r
w Former Bank of America Trip Credits (v=s-t-u) 148
x Total Potential Trip Credits from Discontinued Uses 347
y Trips from Discontinued Uye�App|iedtoSeafood City2 153
z BankedThp�red�tsRemainin�(z=�y) 194
Prepaid Trips
T�psPhortnExpansion (=h) 3170
Thp�omPennhtodExpandnno Kem 285
Total P�
��ai� Trips
4-441
^1332-lI39+1S3=346 Because Seafood City's Trips were offset by
applying trip credist, those thpsdo not apply against total
remaining
2 Seafood City Net Trips =2G4'(17%x264)-(2596x264)=lS3
Page
Transportation Committee Minutes November 15, 2010 Pane 2
C. Tukwila Urban Center Access (Klickitat) Protect: Traffic Control Cabinet Purchases
Staff is seeking Council approval to purchase three traffic signal control cabinets from Western Systems in
the amount of $64,326.87 for intersections included in the Tukwila Urban Center (TUC) Access Project.
The three cabinets will be built to specifications of the City's Intelligent Transportation System (ITS) which
provides real -time remote signal and closed circuit television. Funding for this purchase is budgeted in the
104 Arterial Street Fund under the TUC Access Project. These above ground traffic control cabinets will
enable ITS control at or near the following areas after project completion:
I -5 and Nordstrom
Klickitat Drive
o Doubletree and McDonald's
UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 22 COW FOR DISCUSSION.
D. Southcenter Parkway Extension Proiect: Traffic Control Cabinet Purchases
Staff is seeking Council approval to purchase four traffic signal control cabinets from Western Systems in
the amount of $85,769.16 for new intersections specified as part of the Southcenter Parkway Extension
Project.
The four cabinets will be built to specifications of the City's Intelligent Transportation System (ITS) as
discussed m Item C above. Funding for this purchase is budgeted in the 104 Arterial Street Fund under the
Southcenter Parkway Extension Project. These cabinets will enable ITS control at or near the following
areas after project completion (see map in agenda packet for visual locations).
South 200 Street
E -Line
D -Line
Segale Drive C
UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 22 COW FOR DISCUSSION.
E. Ordinance: Westfield Southcenter Mall Development Aureement
Staff is seeking Council approval to enter into a development agreement with WEA Southcenter LLC
(Westfield Southcenter Mall) regarding the assessment and calculation of traffic impact fees for the Mall.
This agreement creates efficiency and predictability by treating the Mall as one unified site rather than
separate parcels in this assessment and calculation. The agreement does not vest Westfield to any specific
traffic impact fee amount. Highlights of the agreement include:
Single unified site versus separate parcels
O Sets maximum number of trips for site
Creates trip bank opportunities and sets the stage for remaining trips
Specifications of this agreement are consistent with amendments recently adopted relative to traffic impact
fees. UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 22 COW FOR DISCUSSION.
F. 2010 3 Ouarter Renorts
The Committee reviewed the status of program goals as outlined in the 2010 3 Quarter Report,
and had no questions. INFORMATION ONLY.
III. MISCELLANEOUS
Meeting adjourned at 5 26p.m.
Next meeting: Monday, December 6, 2010 5:00 p.m. Conference Room 1
C o mm i ttee Chair Approval
Mini >s b AM. Reviewed by GL
147
148