HomeMy WebLinkAbout2014 - Ord 2432 - Odin Brewery Development Agreement with MRFH LLC (402 Baker Boulevard) - 20140603000444 (Rerecorded by #20140626000144) .
Return Address: CITY CLERK
CITY OF TUKWILA 20140603000444
6200 Southcenter Blvd. CITY OF TUKWIL ORD 46.00
Tukwila,WA 98188 PAGE-001 OF 018
06/03/2014 10:48
KING COUNTY, WA
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l City of Tukwila Ordinance No.2432 2.
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ANDOVER INDUSTRIAL PARK#2 W 172 FT OF S 190 FT
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Ordinance No. I ' 3 a
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, APPROVING AND AUTHORIZING
THE PROPOSED 402 BAKER BOULEVARD DEVELOPMENT
AGREEMENT WITH MRFH, LLC, A WASHINGTON LIMITED
LIABILITY COMPANY; PROVIDING FOR SEVERABILITY;
AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, MRFH, LLC, desires to site a beverage manufacturing business at 402
Baker Boulevard, a project referred to as "Odin Brewery;" and
WHEREAS, the use contemplated by this development proposal is not directly
addressed by the Tukwila Municipal Code; and
WHEREAS, MRFH, LLC, desires to make improvements to the property that
exceed the current Tukwila Municipal Code requirements; and
WHEREAS, the City of Tukwila and MRFH, LLC, wish to enter into a Development
Agreement for the 402 Baker Boulevard development, a copy of which is attached
hereto as Exhibit A; and
WHEREAS, as required pursuant to Tukwila Municipal Code Section 18.86.050, a
public hearing was conducted on the 24th day of February 2014 to take public testimony
regarding this Development Agreement, as proposed; and
WHEREAS, the City Council, pursuant to City Ordinance No. , approved this
Development Agreement as proposed and authorized execution of this Development
Agreement;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Development Agreement. The 402 Baker Boulevard Development
Agreement by and between the City of Tukwila and MRFH, LLC, a copy of which is
attached hereto as Exhibit A, is hereby approved, and the Mayor is authorized and
directed to execute said Development Agreement on behalf of the City of Tukwila.
W:Word Processing\Ordinances\Odin Brewery-402 Baker Blvd DA 1-31-14
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Section 2. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section/subsection numbering.
Section 3. 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 4. 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 COUNCIJ OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this �t day of are , 2014.
ATTEST/AUTHENTICATED:
J..JO di .„ �'
Christy O'Fla r rty, MC, City Cle' J' aggertoylor
APPROVED AS = FORM BY: 4
Y: Filed with the City Clerk: - d/1/
Passed by the City Council3 4 L/
Published:
Effective Date: //—/q
Shelley M. Kers ake, ity Attorney Ordinance Number: DA4
Exhibit A— Development Agreement
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14-058
EXHIBIT A Council Approval 313114
,Ordinance No.2432
DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CITY OF TUKWILA AND MRFH, LLC, FOR THE 402 BAKER
BOULEVARD DEVELOPMENT
''/A THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into this
`VI day of /nal by and between the City of Tukwila ("City"), a non-charter,
optional code Washin on municipal corporation, and MRFH, LLC ("MRFH"), a Washington.
limited liability company.
I. RECITALS
WHEREAS, the Washington State Legislature has authorized the execution of
development agreements between a local government and a person having ownership or control
of real property within its jurisdiction pursuant to RCW 36.70B170, and Tukwila Municipal
Code (TMC) Chapter 18.86 allows for development agreements to respond to changing
community needs and to adequately achieve the purpose of the provisions of the TMC; and
WHEREAS, MRFH intends to develop the interior and provide exterior improvements to
an existing building to accommodate a microbrewery that would comprise approximately 10,500
square feet of manufacturing and storage space, 600 square feet of business office space, and
1,734 square feet for a public tasting room and retail space; and
WHEREAS, the project site lies within an area zoned Tukwila Urban Center(TUC). The
City's Comprehensive Plan for this area envisions this area as a high-density, regionally-
oriented, mixed-use center having walkable, as well as auto-oriented, shopping and
entertainment districts, and having recreational opportunities for business people, residents, and
visitors; and
WHEREAS, the type of use proposed by MRFH is not directly addressed by the TMC
and is a hybrid use which is desirable to the urban environment envisioned by the City's
Comprehensive Plan; and
WHEREAS,the complexity of transforming a suburban pattern of development to a more
urban one is such that change cannot be expected or required to happen all at once. More likely,
the majority of the development within Southcenter over the next 20 years will be as a result of
market-driven renovations, such as the MRFH proposal, and expansions rather than entirely new
construction; and
WHEREAS, it is not the intent of the City to discourage such redevelopment, as new
investment should enhance the image and appeal of the area. Instead, the City's strategy is to
move forward in phases, leading with public investments and implementing a set of regulations
that condition redevelopment and result in incremental changes to the urban form that are in
alignment with the community's long-term vision. Over time, these changes will serve as a
sJ- oi D r. ashy
Page 1 of 12
framework, catalyst, and attractor for the types of development envisioned for the urban center.
This redevelopment of the existing building and site will serve as the type of amenity and
attraction desired by current and future residents, workers and visitors in the Southcenter area;
and
WHEREAS, as part of the MRFH proposal, it will enhance the overall image and
architectural design quality of the Southcenter area, and contribute towards the pedestrian
orientation of Baker Boulevard by improving the streetscape via wider sidewalks and
landscaping, making access management improvements, and providing safe pedestrian pathways
through the parking lot by connecting the building's public entrance to the street edge; and
WHEREAS, this project is located in the northern part of Southcenter, in a core area
envisioned as a growing transit-supportive mixed-use neighborhood with residential, office,
retail, and entertainment uses; and
WHEREAS, the project site is located on Baker Boulevard, the high priority corridor for
the City that provides a more direct, walkable route via the planned pedestrian bridge over the
Green River, connecting the Mall and future Transit-Oriented Development neighborhood to the
Tukwila Sounder Commuter Rail/Amtrak Station; and
WHEREAS, the Southcenter Element of Tukwila's Comprehensive Plan encourages
establishing a pedestrian-oriented environment through site planning, streetscape design, and
improvements to the Urban Center's network of streets, trails, and sidewalks; and this project
will further the community's vision of a pedestrian friendly, walkable neighborhood by
constructing public frontage improvements, including landscaping, along Baker Boulevard and
implementing access management strategies; and
WHEREAS, the Southcenter Element of Tukwila's Comprehensive Plan calls for
ensuring that pedestrians have safe, convenient, and comfortable paths from adjacent public
ways through large parking lots to key building entrances, and the project's site design and
pedestrian improvements implement this policy; and
WHEREAS, the Southcenter Element of Tukwila's Comprehensive Plan promotes high
quality architecture in Southcenter, and the project's architectural design improvements to the
existing building's facade will be of high quality and will improve the image of Baker
Boulevard, the Southcenter area, and identity for the entire City, thereby having the potential to
attract further high quality development; and
WHEREAS, a development agreement must be approved by ordinance or resolution
after a public hearing; and
WHEREAS, a public hearing for this Agreement was held on February 24, 2014, and the
City Council approved this Agreement by Ordinance No. 2432 ; and
Page 2 of 12
WHEREAS, the Agreement constitutes a final land use action pursuant to RCW
36.70C.020 and is subject to review pursuant to RCW 36.70C.101 et seq.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and the
long-term benefit to both the City and MRFH,the parties hereby agree as follows:
II. AGREEMENT
Section 1. Incorporation of Recitals. The Parties agree that the foregoing recitals are
true and correct to the best of their knowledge and are incorporated by this reference as though
fully set forth herein.
Section 2. Project Description. The project is referred to as "Odin Brewery" and
involves a remodel of an existing 12,825-square-foot building previously used for
manufacturing, storage and business offices for a glass manufacturing and retail business. This
project is located at 402 Baker Boulevard on a parcel 53,504 square feet in size within the
Southcenter area, Tukwila's Urban Center, and is identified on Exhibit 1, Project Site Map. The
anticipated use of the property includes the manufacturing and storage of beer, a business office,
and a small tasting room and retail outlet open to the public, as well as related parking facilities.
Redevelopment will consist of tenant improvements, exterior building/architectural
improvements, and site improvements.
Current zoning regulations govern the manufacturing of beverages and the location of
brew pubs. This microbrewery use is not contemplated by the TMC. However, TMC Chapter
18.86 allows the City to use development agreements to provide flexibility to achieve public
benefits and respond to changing community needs.
Section 3. Statement of Authority and Intent. This agreement is entered into pursuant
to the authorization of RCW 36.70B.170 and TMC Chapter 18.86 and is intended and designed
to vest this Project under current Governing Regulations, subject to Section 4 herein
(Development Standards), for the Vesting Period. Unless this Development Agreement is sooner
terminated in accordance with Section 9 hereof, the Vesting Period shall be for a period of three
(3) years commencing on the Effective Date (the "Vesting Period ").
Section 4. Development Standards: Conditions.
4.1 Intent. The intent of the Development Agreement is to allow the site to be used
as a microbrewery. This use, when combined with a tasting room and outdoor seating, furthers
the community's vision for Baker Boulevard as an active, pedestrian-oriented corridor serving a
future mixed use, higher density neighborhood, and connecting the Mall, bus transit center, and
future pedestrian bridge over the Green River with the Tukwila Sounder Commuter Rail/Amtrak
Station. In turn, project-related improvements will enhance the overall image and architectural
design quality of the Southcenter area, and contribute towards the pedestrian orientation of Baker
Boulevard by improving the streetscape via wider sidewalks and landscaping, making access
management improvements, and providing safe pedestrian pathways through the parking lot by
Page 3 of 12
connecting the building's public entrance to the street edge (See Exhibit 2, Preliminary Site
Plan). These access, public frontage, site, and architectural design improvements will be further
refined during the building permit review process.
4.2 Application of Development Standards. Pursuant thereto and during the
Effective Period, the provisions of this Section 4 set forth the development standards that differ
from or supplement those standards set forth in the City's development regulations.
Accordingly, the following development standards shall apply to and govern and vest the
development and use of the Project in lieu of any conflicting or different standards or
requirements elsewhere in the TMC.
4.3 Permitted Uses. In addition to those uses permitted in the TUC district in TMC
Chapter 18.28, a microbrewery is allowed,providing it meets the following criteria:
4.3.1 Sells beer for consumption on site and for sale in sealed containers;
4.3.2 Produces no more than 15,000 barrels of beer annually; and
4.3.3 Utilizes an air treatment system and/or other machinery so that the brewery
meets Puget Sound Clean Air Agency Regulations regarding odors, and that the brewing process
does not cause off-site impacts on neighboring properties or create a public nuisance.
4.4 Access and Public Frontage Improvements. MRFH will improve the streetscape,
walkability, and accessibility by reducing curb cuts, widening the public sidewalk, and adding
street trees. These improvements will be made prior to the issuance of a Certificate of
Occupancy.
4.4.1 The site currently has three driveways. The project will close the middle
driveway and relocate the western driveway to the west lot line, creating a common driveway
with the adjacent parcel.
4.4.2 MRFH will construct a 15-foot sidewalk, extending from back of existing
curb, running the length of the property, and tying into the 15-foot sidewalk on the east side of
the property. Where the sidewalk crosses driveways, the sidewalk shall continue across the
driveway at the same elevation or `level'; the driveway shall not"break"the sidewalk network.
4.4.3 MRFH will install new street trees and landscaping on the new public
sidewalk on Baker Boulevard. Street tree species will be agreed upon by the City and the
developer, and will be planted in landscaped tree wells a minimum 36 square feet in size, located
at back of curb. Trees shall be spaced every 20-30 feet, depending on species and location of
underground or at-ground utilities and considering the proximity of existing trees on either side
of project.
Page 4 of 12
4.5 Site Improvements. The project will construct a 15-foot-wide plaza adjacent to
the south face of the building that will provide an outdoor seating area away from the street. In
addition, the project will construct a wooden fence to screen an outdoor patio located adjacent to
the tasting room. The back side of the project site shall be fenced with gates for additional
security. A raised crosswalk will connect the public sidewalk to the building's public entrance,
providing safe pedestrian access through the parking lot.
4.6 Architectural Design Standards/Improvements.
4.6.1 Transparency. The project will increase transparency in the area between
the height of 2 and 10 feet (minimum) along the length of the building façade that faces Baker
Boulevard. Darkly tinted glass, mirrored glass, and glass covered by screening sheets, white, or
UV protection film will not be used.
4.6.2 Façade Articulation and Modulation. The project will incorporate façade
articulation and modulation features that minimize the appearance of the building's length and
height and add visual interest. Features will include:
(a) Change in building materials or color;
(b) Landscaping; and
(c) Other alternatives that meet the intent.
Section 5. Major and Minor Amendments —Development Agreement. All proposed
amendments to the Development Agreement shall be considered in accordance with this Section
5.
5.1 Process. Minor modifications from the approved permits or to the architectural
design may be approved in accordance with the provisions of the City's code, and shall not
require an amendment to this Agreement. The Mayor may approve any other Minor
Amendments to the Development Agreement proposed by the City or Developer and mutually
agreed to by the Parties. Such approval shall be in writing and the resulting amendment shall be
incorporated into this Development Agreement as an amendment pursuant to Section 5 hereof.
The City Council may approve Major Amendments to the Development Agreement in
accordance with the same process for approval of the Development Agreement. A Major
Amendment to the Development Agreement approved by the City Council, and mutually agreed
to by the Parties, shall be incorporated into this Development Agreement as an amendment
pursuant to Section 5 hereof.
5.2 Minor Amendment Defined. A proposed amendment to the Development
Agreement shall be considered a minor amendment if the proposed amendment does not modify
the Governing Regulations or Section 4 (Development Standards; Conditions) hereof, does not
materially modify the size or scope of the Project, and does not modify the Vesting Period or
term of this Development Agreement.
Page 5 of 12
5.3 Major Amendment Defined. A proposed amendment to the Development
Agreement shall be considered a Major Amendment if the proposed amendment does not
constitute a Minor Amendment.
5.4 Determination. An application for a Minor Amendment shall be made to the
Mayor. The application shall describe the proposed Minor Amendment in sufficient detail such
that the Mayor can determine whether or not the proposal qualifies as a Minor Amendment. If
the application does not provide sufficient information, the Mayor may request additional
information from the Developer or reject the application. Upon receipt of sufficient information
to determine if the proposal set forth in the application constitutes a Minor Amendment, the
Mayor shall determine if the proposal constitutes a Minor Amendment. In the event that the
Mayor determines that the proposed amendment is a Minor Amendment, the Minor Amendment
may be administratively approved by the Mayor. In the event that the Mayor determines that the
proposal constitutes a Major Amendment, the Developer shall submit the proposal in accordance
with the same process for approval of a Development Agreement, withdraw its proposed
amendment, or modify and re-submit its proposed amendment The determination of the Mayor
shall be a final decision.
Section 6. Further Discretionary Actions. Developer acknowledges that the
Governing Regulations contemplate the exercise of further discretionary powers by the City.
These powers include, but are not limited to, review of permit applications under SEPA.
Nothing in this Development Agreement shall be construed to limit the authority or the
obligation of the City to hold legally required public hearings, or to limit the discretion of the
City and any of its officers or officials in complying with or applying Governing Regulations and
the development standards and conditions set forth in Section 4 hereof.
Section 7. Existing Land Use Fees and Impact Fees. Generally applicable land use
fees and impact fees adopted by the City by resolution or ordinance as of the Effective Date of
this Agreement may be increased by the City from time to time, and applicable to permits and
approvals for the Subject Property.
Section 8. Specific Performance. The Parties specifically agree that damages are not an
adequate remedy for breach of this Development Agreement, and that the parties are entitled to
compel specific performance of all material terms of this Development Agreement by any party
in default hereof.
Section 9. Termination. This Development Agreement shall expire and/or terminate on
the earlier of the termination/expiration provisions set forth as follows:
9.1 This Agreement shall expire and be of no further force and effect if the
development contemplated in this Agreement and all of the permits and/or approvals issued by
the City for such development are not substantially underway prior to expiration of such permits
and/or approvals. Nothing in this Agreement shall extend the expiration date of any permit or
approval issued by the City for any development.
Page 6 of 12
9.2 This Agreement shall terminate either upon the expiration of the Vesting Period
identified in Section 3 above or when the Subject Property has been fully developed and all of
the Developer's obligations in connection therewith are satisfied as determined by the City,
whichever first occurs.
9.3 Upon the abandonment of the Project by the Developer. The Developer shall be
deemed to have abandoned the Project if a building permit for construction of the building
approved in this Agreement is not submitted to the City within two years of the date of this
Agreement.
Upon termination of this Agreement, the City shall record a notice of such termination in
a form satisfactory to the City Attorney that the Development Agreement has been terminated.
Section 10. Assignment and Assumption. The Developer shall have the right to sell,
assign or transfer this Agreement with all their rights, title and interests therein to any person,
firm or corporation at any time during the term of this Agreement. Developer shall provide the
City with written notice of any intent to sell, assign, or transfer all or a portion of the Subject
Property, at least 30 days in advance of such action.
Section 11. Covenants Running With the Land; Recording. The conditions and
covenants set forth in this Development Agreement and incorporated herein by the Exhibits shall
run with the land and the benefits and burdens shall bind and inure to the benefit of the parties.
The Developer, Landowner and every purchaser, assignee or transferee of an interest in the
Property, or any portion thereof, shall be obligated and bound by the terms and conditions of this
Development Agreement, and shall be the beneficiary thereof and a party thereto, but only with
respect to the Property, or such portion thereof, sold, assigned or transferred to it. Any such
purchaser, assignee or transferee shall observe and fully perform all of the duties and obligations
of a Developer contained in this Development Agreement, as such duties and obligations pertain
to the portion of the Subject Property sold, assigned or transferred to it.
Section 12. Amendment to Agreement; Effect of Agreement on Future Actions.
This Agreement may be amended by mutual consent of all of the parties, provided that any such
amendment shall follow the process established for Major and Minor Amendments as set forth in
Section 5 hereof.
Section 13. Releases. Developer, and any subsequent Landowner, may free itself from
further obligations relating to the sold, assigned, or transferred property, provided that the buyer,
assignee or transferee expressly assumes the obligations under this Development Agreement as
provided herein.
Section 14. No Third-Party Beneficiary. This Development Agreement is made and
entered into for the sole protection and benefit of the parties hereto and their successors and
assigns. No other person shall have any right of action based upon any provision of this
Development Agreement.
Page 7 of 12
Section 15. 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 Development 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. This Development 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 Development Agreement.
Section 16. Notice. All communications, notices, and demands of any kind that a party
under this Development 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:
City of Tukwila
6200 Southcenter Boulevard
Tukwila,Washington 98188
Attn: Mayor's Office
General: 206-433-1850
•
Fax: 206-433-7191
With a copy to:
City Attorney
City of Tukwila
Kenyon Disend, PLLC
11 Front Street South
Issaquah,Washington 98027-3820
General: 425-392-7090
Fax: 425-392-7071
If to Developer to:
Kidder Mathews
Attn: Alan D. Robertson
12886 Interurban Avenue South
Tukwila,WA 98168
General: 206-248-7300
Fax: 206-248-7342
Notice by hand delivery or facsimile shall be effective upon receipt. If deposited in the
mail, notice shall be deemed delivered 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.
Page 8 of 12
Section 17. Excusable Delay (Force Majeure). In addition to specific provisions of
this Development Agreement, and notwithstanding anything to the contrary in this Development
Agreement, neither Party shall be in default in the performance or the failure of performance of
its obligations under this Development Agreement, or in the delay of its performance, where
such failure or delay is due to war, insurrection, strikes, lock-outs or other labor disturbances,
one or more acts of a public enemy, war, riot, sabotage, blockade, embargo, floods, earthquakes,
fires, quarantine restrictions, freight embargoes, lack of transportation, court order, delays or
failures of performance by any governmental authority or utility company (so long as the Party
seeking the extension has adequately complied with the applicable processing requirements of
such governmental authority or utility company), delays resulting from changes in any applicable
laws, rules, regulations, ordinances or codes, or a change in the interpretation thereof by any
governing body with jurisdiction, delays resulting from the weather or soils conditions which
necessitate delay, delays resulting from litigation (including suits filed by third parties
concerning or arising out of this Development Agreement) or any other cause (lack of funds of
Developer, Developer's inability to finance the construction of the Development, and
Developer's inability to lease the Improvements, are not causes beyond the reasonable control or
without the fault of Developer) beyond the reasonable control or without the fault of the Party
claiming an extension of time to perform or an inability of performance. The extension of time
for any cause shall be from the time of the event that gave rise to such period of delay until the
date that the cause for the extension no longer exists or is no longer applicable, in each case as
evidenced by a notice from the Party claiming the extension. An extension of time for the
duration of such event will be deemed granted if notice by the Party claiming such extension is
sent to the other as to any of the above causes other than Permit Delays, within 10 days from the
commencement of the cause and such extension of time is not rejected in writing by the other
Party within 10 days of receipt of the notice (such extension of time is referred to herein as
"Force Majeure"). Times for performance under this Development Agreement may also be
extended in writing by the City and Developer in accordance with Section 5 herein.
Section 18. Indemnification. Except as otherwise specifically provided elsewhere in
this Development 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
party's own officers, agents, and employees in performing services pursuant to this Development
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.
Page 9 of 12
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Section 19. Applicable Law and Attorneys' Fees. This Development Agreement shall
be construed and enforced in accordance with the laws of the State of Washington. If litigation
is initiated to enforce the terms of this Development Agreement, the prevailing Party shall be
entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party. Venue
for any action shall lie in King County Superior Court or the U.S. District Court for Western
Washington.
Section 20. Third Party Legal Challenge. In the event any legal action or special.
proceeding is commenced by any person or entity other than a Party, or successor or assign of
Developer, to challenge this Development Agreement or any provision herein,the City may elect
to tender the defense of such lawsuit or individual claims in the lawsuit to Developer and/or
successor(s) or assign(s). In such event, Developer and/or such successor(s) or assign(s) shall
•
hold the City harmless from and defend the City from all costs and expenses incurred in the
defense of such lawsuit or individual claims in the lawsuit, including but not limited to,
attorneys' fees and expenses of litigation, and damages awarded to the prevailing party or parties
in such litigation. The Developer and/or such successor(s) or assign(s) shall not settle any
lawsuit without the consent of the City. The City shall act in good faith and shall not
unreasonably withhold consent to settle.
Section 21. Severability. If any phrase, provision or section of this Development
Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or
if any provision of this Development Agreement is rendered invalid or unenforceable according
to the terms of any statute of the State of Washington which became effective after the effective
date of the ordinance adopting this Development Agreement, and either party in good faith
determines that such provision or provisions are material to its entering into this Development
Agreement, that party may elect to terminate this Development Agreement as to all of its
obligations remaining unperformed.
Section 22. 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.
Section 23. Exhibits and Appendices Incorporated. Each exhibit attached hereto or
referenced is incorporated herein by such reference as if fully set forth herein.
Section 24. Headings. The headings in this Development Agreement are inserted for
reference only and shall not be construed to expand, limit or otherwise modify the terms and
conditions of this Agreement.
Section 25. 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.
Section 26. Dispute Resolution Process. The parties shall use their best efforts to
resolve disputes arising out of or related to this Agreement using good faith negotiations. If the
Page 10 of 12
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dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle
the dispute through mediation before resorting to litigation. The fees for mediation will be borne
equally by the parties.
Section 27. Entire Agreement. This Development 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.
AS OF THE DATE FIRST WRITTEN ABOVE,the Parties evidence their agreement to
the Terms of this Development Agreement by signing below:
CITY:
CITY OF TUKWILA, a municipal corporation
/
By: /I' - . . Q.-�
Jim ' -ggerton,Ma, './
Attest: ,
By: ___ a a% �
Christy O'Fla erty, MMC, City Cleo
Approved As To Form:
By:
. �
Rry..Shelley M. Kerslake, City Attorney
DEVELOP ' :
MRFH, L
By:
.I
Mike Flory, M. aging Member
Page 11 of 12
STATE OF WASHINGTON)
)ss
COUNTY OF ic,„)q )
On rN ) , 2014 , before me, the undersigned, a Notary Public, personally
appeared JIM HAGGERTON, personally known to me (or proved to me on the basis of
satisfactory evidence) as the person whose name is subscribed to the within instrument, and
acknowledged to me that he executed the same in his authorized capacity as MAYOR OF THE
CITY OF TUKWILA, and that by his signature on the instrument the entity upon behalf of
which he acted, executed the instrument.
\‘‘\\"au111 WITNESS hand and official seal.
1
..````` NOO\Ppf'fIt,� f(e_ F_,2,„#),
Vol? �in� � Printed Name: ���/'ac� ®t'Fla ke'
' �' 0 NOTARY PUBLIC in and for the St of Washington,
N/)..A1 �/BL' 2 ^ residing at C—,G�- .Q
7/h %% r 9 /b
FO����;sH��''�, My commission expires: '��/
STATE OF WASHINGTON)
/ )ss
COUNTY OF )
•
On Oa U I , 20 IL) , before me, the undersigned, a Notary Public, personally
appeared 1, m i kc F/or 1 , personally known to me (or proved to me on
the basis of satisfactory evident ) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the entity upon behalf of which he acted, executed the •
instrument.
.. \\\\\\\\\\\\\\\\\ WITN.• " hand and official seal.
1142 ,posiot4 , "XV: ae-e -(--- S7 I e 7
s =��" ()T ARC.
ii 03%) - • - 1 I Printed Nam-: 'IL_/1/IA4' g - 1/Id
C,o NOTARY P :LIC,in and for the State of Washington,
■ N4'�`. 9 29 b"4 sidin_ . • 5E $�� PL
�j�lO \a��i N��i�.. My commission expires: —02`�— /
f'i11111N tuvi oh
EXHIBITS:
Exhibit 1 —Project Site Map
Exhibit 2—Preliminary Site Plan
Page 12 of 12