HomeMy WebLinkAboutReg 2015-03-16 Item 5D - Agreement - 90 Andover Park East Development Agreement with Tukwila TSD LLC for Shared Use of ParkingCOUNCIL AGENDA SYNOPSIS
Initials
Alleeliq Dale
Prepared iry
Mayors review
Council retiew
11/24/14
MD
❑ Resolution
Af g Dale
N Ordinance
A4/9 Date 3/16/1,5
12/01/14
MD
❑ Other
A Lk, Date
SPONSOIt ❑ Council ❑ iWayor ❑ ( JR N DCD E] l'inanc-e ❑ Pin, ❑ IT ❑ Pc'7R, ❑ Police ❑ PV
03/09/15
MD
RECOMMENDATIONS:
SJIONSoiR /AiXWN. Department of Community Development
C()mMH-j'F', Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
ExPi�NI)ITURF, Ri;1(2uij21si) AMOUNT BUDGETED APPROPRIATION REQUIRED
03/16/15
MD
141144 C-
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ITEM INFORMATION
ITEM NO.
5.D.
-T-ST-Al
T'SPONSOIR: JACK PACE
ORI(',IN,\],A(,,I:NI)AD,,\,i,i.,: 11/24/15
A(3FINDA ITI,"WITI'LF An Ordinance and Development Agreement for the proposed hotel at 90 Andover
Park East.
Discussion
M(g Dale 319119
❑ Motion
Altg Dale
❑ Resolution
Af g Dale
N Ordinance
A4/9 Date 3/16/1,5
❑ Bid Award
Alig Dale
N Public Fleari)'l
'g
Mtg Dale 11124114
❑ Other
A Lk, Date
SPONSOIt ❑ Council ❑ iWayor ❑ ( JR N DCD E] l'inanc-e ❑ Pin, ❑ IT ❑ Pc'7R, ❑ Police ❑ PV
SPONSOWS Development Agreement for the proposed hotel development at 90 Andover Park East that
SU"MNL\RY would allow the shared use of parking in the right-of-way of Christensen Road. The
Council is being asked to consider the draft ordinance and the associated development
agreement.
Rj,xi I .W ,1'1) BY ❑ cow mtg. CA&P Cmte ❑ F&S Cmte ❑ Transportation Cmte
F-1 Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Plant-ling Comm.
DATE: 2/23/15 CONIMI'ITEE CI IATR: VERNA SEAL
RECOMMENDATIONS:
SJIONSoiR /AiXWN. Department of Community Development
C()mMH-j'F', Unanimous Approval; Forward to Committee of the Whole
COST IMPACT / FUND SOURCE
ExPi�NI)ITURF, Ri;1(2uij21si) AMOUNT BUDGETED APPROPRIATION REQUIRED
Fund Source:
Comments.-
MTG. DATE
RECORD OF COUNCIL ACTION
11/24/14
Discussion and Public Hearing
12/1/14
Discussion and referred back to Community Affairs and Parks Committee
3/9/15
Forward to next Regular Meeting
MTG. DATE
ATTACHMENTS
3/9/15
Information Memorandums dated dated 2/18/15 and 11/18/14
Parks Commission meeting minutes
Memo analyzing the proposal regarding the regulations in the shoreline zone/buffer map
Letter from Developer with three alterate site plans
Ordinance and Development Agreement
Minutes from the Community Affairs and Parks Committee meeting of 2/23/15
3/16/15
Ordinance
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*ty of Tukwi
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Washington
AR07MMITOM
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, APPROVING AND AUTHORIZING
THE DEVELOPMENT AGREEMENT WITH TUKWILA TSD,
LLC, FOR THE SHARED USE OF PARKING IN THE PUBLIC
RIGHT-OF-WAY OF CHRISTENSEN ROAD AS IT RELATES
TO THE PLANNED DEVELOPMENT OF A HOTEL LOCATED
AT 90 ANDOVER PARK EAST; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, RCW 36.7013.170, et seq. and Tukwila Municipal Code (TMC) Chapter
18.86 authorize development agreements between the City and persons having
ownership or control of real property in order to establish development standards to
govern and vest the development, use and mitigation of real properties; and
WHEREAS, Tukwila TSD, LLC, desires to build a new five-story hotel at 90
Andover Park East with over 90 guest rooms; and
WHEREAS, Tukwila TSD, LLC, proposes non-exclusive use of parking and drive
aisle area in the right-of-way of Christensen Road to meet the parking requirements for
the proposed hotel at 90 Andover Park East; and
WHEREAS, Tukwila TSD, LLC, also proposes to construct additional parking in the
right-of-way, provide monetary compensation to the City for the shared use of parking,
and maintain parking in the public right-of-way for the term of the agreement-, and
WHEREAS, the City of Tukwila and Tukwila TSD, LLC, wish to enter into a
Development Agreement for the shared use of parking in the public right-of-way of
Christensen Road as it relates to the planned development of a hotel located at 90
Andover Park East, 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 November 2014 to take public
testimony regarding this Development Agreement, as proposed, and
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WHEREAS, the City Council finds that the terms of this Development Agreement
are necessary to achieve public benefits, to respond to changing community needs and
to encourage modifications that adequately achieve the purposes of otherwise
applicable City standards,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Development Agreement. The Development Agreement by and
between the City of Tukwila and Tukwila TSD, LLC, for the use of shared parking in the
public right-of-way of Christensen Road as it relates to the planned development of a
hotel located at 90 Andover Park East, 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.
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 COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this day of 12015.
ATTEST /AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
Rachel B. Turpin, City Attorney
Exhibit A — Development Agreement
Jim Haggerton, Mayor
Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
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DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF TUKWILA AND
TUKWILA TSD LLC, FOR THE SHARED USE OF PARKING IN THE
RIGHT-OF-WAY OF CHRISTENSEN ROAD, AS IT RELATES TO THE
PLANNED DEVELOPMENT OF A HOTEL LOCATED AT 90 ANDOVER PARK EAST
THIS DEVELOPMENT AGREEMENT is made and entered into this 1, day of
, 2015, by and between the City of Tukwila, a noncharter, optional code
Washington municipal corporation, hereinafter the "City," and Tukwila TSD LLC, a (corporation,
limited partnership, partnership, etc.) organized under the laws of the State of Washington,
hereinafter the "Developer."
11. RECITALS
WHEREAS, the Developer desires to develop a new five-story hotel at 90 Andover Park East
with over 90 guest rooms; and
WHEREAS, one parking space per guest room is required for lodging uses in the Tukwila
Urban Center Transit Oriented Development District; and
WHEREAS, the Developer has submitted a site plan showing the required number of parking
stalls for the hotel cannot be accommodated as surface parking on the project site; and
WHEREAS, the Developer proposes non-exclusive use of parking and drive aisle area in the
right-of-way of Christensen Road to meet the parking requirements for the proposed hotel at 90
Andover Park East; and
WHEREAS, the City of Tukwila is the owner of the Christensen Road right-of-way, which
includes undeveloped area adjacent to the project's eastern property line, paved street, parking, and
cul-de-sac areas; and
WHEREAS, the parking area in the right-of-way of Christensen Road is currently used by
members of the public for access to the Green River Trail, shoreline, and parks areas; and
WHEREAS, hotel parking spaces are expected to be used primarily in the evening and
nighttime hours; parking spaces for trail, shoreline, and parks access are expected to be used during
daylight hours; and
WHEREAS, the Developer proposes to add parking spaces within the undeveloped right-of-
way area adjacent to the hotel site and to reconfigure existing spaces to increase the number of
parking spaces that would be shared for hotel use and the public for access to the Green River Trail;
and
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WHEREAS, all parking spaces within the right-of-way area will be shared and at least
four/seven spaces will be designated for non-hotel users to ensure access to the Green River Trail for
members of the public; and
WHEREAS, the Developer proposes to maintain the parking area within the right-of-way as
outlined in Exhibit 2 for the length of this agreement; and
WHEREAS, the vision for parking areas within the Transit Oriented Development (TOD)
Neighborhood in the Southcenter Subarea Plan is that "parking will be accommodated by a
combination of off- and on-street parking spaces /lots" and shared parking facilities. "Such facilities
can be shared between public and private uses" (p. 19); and
WHEREAS, the Developer proposes to construct a pedestrian connection between the
intersection of Andover Park East and Tukwila Parkway to the Green River Trail; and
WHEREAS, implementation strategies for policy 10.2.1 of the Tukwila Comprehensive Plan
include "Seek opportunities for public/private partnerships;" and
WHEREAS, a through-way from Andover Park East to Christensen Road will be constructed as
part of the project to replace the emergency vehicle maneuvering function of the cul-de-sac; and
WHEREAS, uses that provide public access are prioritized in the Urban Conservancy
Environment in the Shoreline Element of the Tukwila Comprehensive Plan and the proposed
development furthers this goal; and
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(1)); and
WHEREAS, a development agreement must set forth the development standards and other
provisions that shall apply to, govern and vest the development, use and mitigation of the
development of the real property for the duration specified in the agreement (RCW 36.70B.170(1));
and
WHEREAS, for the purposes of this development agreement, "development standards"
includes, but is not limited to, all of the standards listed in RCW 36.70B.170(3); and
WHEREAS, a development agreement must be consistent with the applicable development
regulations adopted by a local government planning under chapter 36.70A RCW (RCW
36.70B.170(1)); and
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WHEREAS, Tukwila Municipal Code Section 18.86.030 explicitly allows for flexibility in
development standards applicable to a property developed under a development agreement "to
achieve public benefits, respond to changing community needs, or encourage modifications which
provide the functional equivalent or adequately achieve the purposes of otherwise applicable City
standards"; and
WHEREAS, this Development Agreement by and between the City of Tukwila and the
Developer (hereinafter the "Development Agreement"), relates to the development known as the 90
Andover Park East Hotel, which is located at: 90 Andover Park East (hereinafter the "Subject
Property"); and
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 November 24,
2014, and the City Council approved this Development Agreement by Ordinance No. on
; and
NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto
agree as follows:
111. AGREEMENT
Section 1. The Project. The Project is the development and use of the Subject Property,
consisting of 0.39 acres (approximately 17,000 square feet) in the City of Tukwila located at 90
Andover Park East and a portion of Christensen Road right-of-way for a 92-room 5-story hotel and
45(o4 on' I) / 4'8('optioh3) shared parking spaces on Christensen Road right-of-way, as shown on
Exhibit 2.
Section 2. The Subject Property. The Subject Property and right-of-way are legally
described in Exhibit 1, attached hereto and incorporated herein by this reference.
Section 3. Definitions. As used in this Development Agreement, the following terms, phrases
and words shall have the meanings and be interpreted as set forth in this Section.
a) "Adopting Ordinance" means the Ordinance which approves this Development Agreement,
as required by RCW 36.70B.200.
b) "Council" means the duly elected legislative body governing the City of Tukwila.
c) "Design Guidelines" means the Tukwila Design Manual, as adopted by the City.
d) "Director" means the City's Community Development Director.
e) "Effective Date" means the effective date of the Adopting Ordinance.
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f) "Existing Land Use Regulations" means the ordinances adopted by the City Council of
Tukwila in effect on the Effective Date, including the adopting ordinances that govern the permitted
uses of land, the density and intensity of use, and the design, improvement, construction standards
and specifications applicable to the development of the Subject Property, including, but not limited to
the Comprehensive Plan, the City's Official Zoning Map and development standards, the Design
Manual, the Public Works Standards, SEPA, Concurrency Ordinance, and all other ordinances,
codes, rules and regulations of the City establishing subdivision standards, park regulations, building
standards. "Existing Land Use Regulations" does not include non-land use regulations, which
includes taxes and impact fees.
g) "Landowner" is the party who has acquired any portion of the Subject Property from the
Developer who, unless otherwise released as provided in this Agreement, shall be subject to the
applicable provisions of this Agreement. The "Developer" is identified in Section 5 of this
Agreement.
h) "Project" means the anticipated development of the Subject Property, as specified in Section
I and as provided for in all associated permits/approvals, and all incorporated exhibits.
i) "Vesting date" means the date a valid and fully complete building permit application for the
hotel is submitted to the City of Tukwila.
Section 4. Exhibits. Exhibits to this Agreement are as follows:
A. Exhibit I - Legal description of the Subject Property and the right-of-way. (Option 2 or 3)
B. Exhibit 2 - Conceptual Site Plan (Option 2 or Option
Section 5. Parties to Development Agreement. The parties to this Agreement are:
A. The "City" is the City of Tukwila, 6200 Southcenter Blvd., Tukwila, WA 98188.
B. The "Developer" or Owner is a private enterprise which owns the Subject Property in fee,
and whose principal office is located at 21109 66th Avenue South, Kent, WA 98032.
C. The "Landowner." From time to time, as provided in this Agreement, the Developer may
sell or otherwise lawfully dispose of a portion of the Subject Property to a Landowner who, unless
otherwise released, shall be subject to the applicable provisions of this Agreement related to such
portion of the Subject Property.
Section 6. Project is a Private Undertaking. It is agreed among the parties that the Project is
a private development and that the City has no interest therein except as explicitly outlined in this
Agreement and as authorized in the exercise of its governmental functions.
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Section 7. Effective Date and Term. This Agreement shall commence upon the effective date
of the Adopting Ordinance approving this Agreement, and shall continue in force for a period of 50
years, with the option to extend the Agreement an additional 30 years, unless extended or terminated
as provided herein. Following the expiration of the term or extension thereof, or if sooner terminated,
this Agreement shall have no force and effect, subject however, to post - termination obligations of the
Developer or Landowner.
Section 8. Terms.
A. Design
• The Project at 90 Andover Park East shall be allowed non-exclusive use rights for the
parking spaces and drive aisle area of Christensen Road (as depicted in Exhibit 2) to
meet minimum parking requirements for the development. This Agreement shall not
preclude the City from entering into additional agreements regarding use of this area by
other private parties. The Project will be subject to the development regulations in effect
at the time of complete permit application submittals.
• The site plan attached as Exhibit 2 is included with this Agreement for reference only,
and has not yet been approved as of the date of execution of this Agreement. The site
plan shall be subject to modifications during review of the required land use permits.
• As a result of the cul-de-sac closure, public access through 90 Andover Park East is
hereby allowed and provided for.
• The Developer shall construct a pedestrian connection between the intersection of
Andover Park East and Tukwila Parkway to the Green River Trail.
• All shared parking stalls will be constructed and maintained to Public Works
Infrastructure Design and Construction Standards.
• The Developer shall be responsible for making a payment of $93,849(optionl 2)/
$145,897(option 3) to the City of Tukwila. This payment shall be made prior to the
issuance of the building permit for the hotel.
B. Construction
• The cost of permits and plans required for construction of the parking area shall be borne
by the Developer and submitted as part of the permits for the hotel. The parking in the
right-of-way must receive final approval by all required City departments prior to
issuance of the Certificate of Occupancy for the hotel.
C. Maintenance
• The parking area shall be subject to inspections every five years.
• Developer is solely responsible for the cost and maintenance of the parking spaces. New
striping of the parking spaces shall be completed every three years.
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D. Operations
• A total of 92 parking spaces are required for the 92-room, hotel as proposed. The site
plan in Exhibit 2 includes 98(option2) parking spaces. All parking
spaces within the right-of-way of Christensen Road shall be for the joint use of the hotel
users and members of the public and at least o'
four( ti' n seven
p o . (o'ption3) spaces shall
be designated for non-hotel users to ensure access to the Green River Trail for members
of the public. If the final design of the hotel is for less than 92 rooms, then any additional
spaces after calculating one space per room plus two spaces shall be designated for non-
hotel users.
Section 9. Vested Rights. During the term of this Agreement, unless sooner terminated in
accordance with the terms hereof, in developing the Subject Property consistent with the Project
described herein, Developer is assured, and the City agrees, that the development rights, obligations,
terms and conditions specified in this Agreement, are fully vested in the Developer and may not be
changed or modified by the City, except as may be expressly permitted by, and in accordance with,
the terms and conditions of this Agreement, including the Exhibits hereto, or as expressly consented
thereto by the Developer.
Section 10. Minor Modifications. Minor modifications from the approved permits or the
exhibits attached hereto may be approved in accordance with the provisions of the City's code, and
shall not require an amendment to this Agreement.
Section 11. Further Discretionary Actions. Developer acknowledges that the Existing Land
Use Regulations contemplate the exercise of further discretionary powers by the City. These powers
include, but are not limited to, review of additional permit applications under Shoreline Substantial
Development Permit and Design Review. Nothing in this 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 Existing Land
Use Regulations.
Section 12. Existing Land Use Fees and Impact Fees.
A. Land use fees adopted by the City by ordinance as of the Effective Date of this Agreement
may be increased by the City from time to time, and are applicable to permits and approvals for the
Subject Property, as long as such fees apply to similar applications and projects in the City.
B. All impact fees shall be paid as set forth in the approved permit or approval, or as addressed
in Chapters 16.26 and 9.48 of the Tukwila Municipal Code.
IV. GENERAL PROVISIONS
Section 1. Assignment of Interests, Rights, and Obligations. This Agreement shall be
binding and inure to the benefit of the Parties. No Party may assign its rights under this Agreement
without the written consent of the other Party, which consent shall not unreasonably be withheld.
This Agreement shall be binding upon and shall inure to the benefit of the heirs, successors, and
assigns of the Developer and the City.
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Section 2. Incorporation of Recitals. The Recitals contained in this Agreement, and the
Preamble paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set
forth herein.
Section 3. Severability. The provisions of this Agreement are separate and severable. The
invalidity of any clause, sentence, paragraph, subdivision, section, or portion or the invalidity of the
application thereof to any person or circumstance, shall not affect the validity of the remainder of this
Agreement, or the validity of its application to other persons or circumstances.
Section 4. Termination. This Agreement shall expire and/or terminate as provided below:
A. This Agreement shall expire and be of no further force and effect if the Developer fails to
submit a complete building permit application for the construction of the hotel within one year, or if
the Project construction is not completed within three years, of the effective date of this Agreement;
or if at any time after Project construction is completed, Developer fails to maintain the parking areas
according to the terms of this Agreement. Nothing in this Agreement shall extend the expiration date
of any permit or approval issued by the City for any development.
B. This Agreement shall expire and be of no further force and effect if the Developer does not
construct the Project as contemplated by the permits and approvals identified in this Agreement, or
submits applications for development of the Subject Property that are inconsistent with such permits
and approvals.
C. This Agreement shall terminate at such time as a change of use occurs at 90 Andover Park
East, or at such time as 90 Andover Park East is redeveloped.
D. This Agreement shall terminate in the event the Washington State Department of
Transportation (WSDOT) widens Interstate 405 in the vicinity of the Subject Property, or should any
other project or condition arise that requires reconfiguration of Tukwila Parkway and/or the Project
parking area.
E. This Agreement shall terminate upon the abandonment of the Project by the Developer. The
Developer shall be deemed to have abandoned the Project if/when written notice is provided to the
City that the Developer's interest in the Project has been terminated. Said notice shall be given to the
City no more than 30 days after the Developer's interest in the Project is terminated.
F. This Agreement may terminate pursuant to Section IV.,3, Severability, or Section IV.,10,
Default, or as otherwise outlined in this Agreement.
G. If the use will continue upon expiration of the term of this Agreement, the Developer shall
either negotiate a new agreement with the City or provide documentation showing how the number of
parking spaces required by the codes at the time of expiration will be provided.
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Section 5. Effect upon Termination on Developer Obligations. Termination of this
Agreement as to the Developer of the Subject Property or any portion thereof shall not affect any of
the Developer's obligations to comply with the City Comprehensive Plan and the terms and
conditions or any applicable zoning code(s) or subdivision map or other land use entitlements
approved with respect to the Subject Property, any other conditions of any other development
specified in the Agreement to continue after the termination of this Agreement or obligations to pay
assessments, liens, fees or taxes.
Section 6. Effects upon Termination on City. Upon any termination of this Agreement as to
the Developer of the Subject Property, or any portion thereof, the entitlements, conditions of
development, limitations on fees and all other tern-is and conditions of this Agreement shall no longer
be vested hereby with respect to the property affected by such termination (provided that vesting of
such entitlements, conditions or fees may then be established for such property pursuant to then
existing planning and zoning laws).
Section 7. Specific Performance. The parties specifically agree that damages are not all
adequate remedy for breach of this Agreement, and that the parties are entitled to compel specific
performance of all material terms of this Agreement by any party in default hereof.
Section 8. Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Washington. Venue for any action shall lie in King County
Superior Court or the U.S. District Court for Western Washington.
Section 9. Attorneys' Fees. In the event of any litigation or dispute resolution process
between the Parties regarding an alleged breach of this Agreement, neither Party shall be entitled to
any award of attorneys' fees.
Section 10. Notice of Default/Opportunity to Cure/Dispute Resolution.
A. In the event a Party, acting in good faith, believes the other Party has violated the terms of
this Agreement, the aggrieved Party shall give the alleged offending Party written notice of the
alleged violation by sending a detailed written statement of the alleged breach. The alleged offending
Party shall have 30 days from receipt of written notice in which to cure the alleged breach unless the
Parties agree, in writing, to additional time. This notice requirement is intended to facilitate a
resolution by the Parties of any dispute prior to the initiation of litigation. Upon providing notice of
an alleged breach, the Parties agree to meet and agree upon a process for attempting to resolve any
dispute arising out of this Agreement. A lawsuit to enforce the terms of this Agreement shall not be
filed until the latter of (a) the end of the cure period, or (b) the conclusion of any dispute resolution
process.
B. After notice and expiration of the 30-day period or other time period as agreed to by the
Parties, if such default has not been cured or is not being diligently cured in the manner set forth in
the notice, the other party or Landowner to this Agreement may, at its option, institute legal
proceedings pursuant to this Agreement. In addition, the City may decide to file an action to enforce
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the City's Codes, and to obtain penalties and costs as provided in the Tukwila Municipal Code for
violations of this Development Agreement and the Code.
Section 11. No Third-Party Beneficiaries. This Agreement is for the benefit of the Purbco
hccckz only and is not intended to benefit any other person or entity, and no person or entity not u
signatory iothis Agreement and} have any third-party beneficiary or other rights whatsoever under
this /\groccuouL No other person or entity not u Party 10 this Agreement may enforce the terms and
provisions of this Agreement.
Section 12. Integration. This Agreement and its exhibits represent the entire agreement O[the
parties with respect N the subject inatter hereof. There are not other agreements, oral orwritten,
except un expressly set forth herein.
Section 13. Authority. The Parties each represent and warrant that they have full power and
actual authority to enter into this Agreement and to carry out all actions required of them by this
Agreement. All persons are executing this Agreement io their representative capacities and represent
and warrant that they have full power and authority |o bind their respective organizations.
Section 14. Covenants Running with the Land. The conditions and covenants set forth io
this Agreement and incorporated herein hythe Exhibits shall run with the land and the benefits and
burdens ahu}} bind and inure to the benefit of the parties. The Developer, ]Lundovvocc and every
purchaser, ua*iguce or transferee of an ioieoo*t in the Subject Property, or any portion ibnzeo[ shall be
obligated and bound by the tcuna and conditions of this Agreement, and shall be the beneficiary
thereof and a party thereto, but only with ccSpoot to the Subject Property, or such portion thenoof,
sold, assigned or transferred toit. Any such purchaser, assignee o/ transferee shall observe and fully
perform all of the duties and obligations of Developer cnoiuiocd in this AgncoozeuL as such duties
and obligations pertain to the portion of the Subject Property sold, assigned or transferred to it.
Section 15. Amendment to Agreement; Effect of Agreement on Future Actions. This
Arrceozcot may be amended by mutual consent of all of the parties, provided that any such
amendment shall follow the process established by law for the adoption of a development agreement
(000R[nV 36.70B.200). However, nothing in this Agreement shall prevent the City Council from
making any ucucndrneot to its [ouzprobeoaivc Plan, Zoning Code, Official Zoning Map or
development regulations affecting the Subject Property um the City Council may deem necessary to
the extent required hy a serious threat to public health and safety. Nothing in this Development
Agcceoucui abul} prevent the City Council from making any ucucodcucots of any typo to the
Cnonpccbcumivc Plan, Zoning Code, Official Zoning May Or development regulations rc]o1iog to the
Subject Property.
Section 16. Releases. Developer, and any subsequent may free itself from further
obligations relating to the sold, assigned, octransferred property, provided that the buyer, assignee or
transferee expressly assumes the obligations under this Agreement as provided herein.
Section 17. Notices. Notices, demands, correspondence to the City and Developer shall 6o
sufficiently given if dispatched by pre-paid first-class zoui1 to the uddrco*cm of the parties as
designated in Section 5. Notice to the City shall boiothe attention of both the Mayor's Office and
the City Attorney. Notices to subsequent Landowners shall be required iobc given by the City only
for those Landowners who have given the City p/riiicn notice of their address for such notice. The
parties benc10 may, from time to dcuo` advise the other of new uddrcaanu for such notices, denouoda or
correspondence.
Section 18. Reimbursement for Agreement Expenses of the City. Developer agrees to
reimburse the City for actual expenses incurred over and above fees paid by Developer as an
4pV]i000i incurred by City directly relating to this 8grrcononL including recording fees, publishing
fees and reasonable staff and cmusoliuot costs not otherwise included within application fees. This
Agreement aba\] not take effect until the foca provided for in this section, as well as any processing
fees owed to the City for the Project, are paid to the City. This Agreement shall bcterminated if the
Developer does not pay 10 the City the /eca provided for in this section. Upon payment of all
expenses, the Developer may request written acknowledgement of all fees. Such payment of all fees
shall be paid, at the }u1eai, within 30 days from the City's prcaco\o1ino of u `vdttcu ytu1co)oo\ of
charges to the Developer
Power. Section 19. Police Nothing in this Agreement shall bc construed to diminish, moaicict
or limit the police powers of the City granted by the Washington State Constitution or by general law.
Challenge. Section 20. Third Party Legal Iu the event any legal action oc special proceeding
is commenced by any person or entity other than a party or a Landowner to challenge this Agreement
oc any provision herein, the City and Developer will collaborate to resolve such legal action. In the
event such legal action cannot be resolved, the City may elect to tender the defense of such lawsuit or
individual claims in the lawsuit to Developer and/or |Luodowner(x). Io such event, Developer and/or
such I.audovvoera 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 luvvauiL including but not limited
to, oltozuoys` fees and expenses of litigation, and damages awarded to the prevailing party or parties
in such litigation. Neither the City nor the Developer and/or l.undovvoor shall aott1c any lawsuit
without the consent of the other. The City and Developer/Landowner shall act io good faith and shall
not unreasonably withhold consent tnsettle.
Drafter. Section 21. No Presumption Against This Agnocoocot has been reviewed and
revised by \cgu} counsel for both Parties and no yzcsompbno oc rule that ambiguity obu]l be construed
against the party drafting the document shall apply to the interpretation or enforcement of this
AgnccnucoL
Headings. Section 22. The headings in this Agreement are inserted for reference only and
xb41[ not be construed to expand, limit or otherwise modify the terms and conditions of this
Agreement.
Recording. Section 23. Developer shall record uu executed copy of this Agreement with the
King County Auditor, pursuant to RCW 36.70B. 190, no later than 14 days after the Effective Date.
to
Section 24. Legal Representation. In entering into this Agreement, Developer represents that
it has been advised to seek legal advice and counsel from its attorney concerning the legal
consequences of this Agreement; that it has carefully read the foregoing Agreement and knows the
contents thereof, and signs the same of its own free act; and that it fully understands and voluntarily
accepts the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Development Agreement to be
executed as of the dates set forth below:
OWNER/DEVELOPER: CITY OF TUKWILA
LCA
Its Managing Member
Tukwila TSD LLC
2110966 1h Avenue South
Kent, WA 98032
STATE OF WASHINGTON )
ss.
COUNTY OF
By
Its Mayor
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
On this day of 1 2015, before me personally
appeared , to me known to be the individual that
executed the within and foregoing instrument, and acknowledged the said instrument to be his/her
free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that
he/she is authorized to execute said instrument.
Print name:
NOTARY PUBLIC in and for the State of Washington
Residing at
Commission expires:
11
105
STATE OF WASHINGTON )
ss.
COUNTY OF )
On this day;of �, ,N , , 201!5, before me personally
appeared , and said person acknowledged that he /she
signed this instrument, on oath stated that he /she was authorized to execute the instrument, and
acknowledged as the of the City of Tukwila to be the free and voluntary
act of said party for the uses and purposes mentioned in this instrument.
Print name:
NOTARY PUBLIC in and for the State of Washington
Residing at
Commission expires:
12
106
Exhibit I
Exhibit 1: Legal Description
Legal Description shall be revised based on the final decision by City Council.
107
1:
Exhibit 2 (Option 2)
109
OPTION 3 - CUL DE SAC INTO PARKING
PATIO
110
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N 48 OFFSITE PARKING SPACES
101 TOTAL
HOLIDAY INN XPRESS
TULWILA, WA
TUKWILA TSD L.L.C.
pale '5 weene11
ARCHITECT
5715 143rd Place S.E.
Bellevue, WA 98006
425 - 260 -8969
1/22/15