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HomeMy WebLinkAboutCity Council Meeting - Council - Agenda - 01/20/2004 w / City of Kent City Council Meeting Agenda January 20, 2004 Mayor Jim White Julie Peterson, Council President Councilmembers Tim Clark Debbie Raplee Ron Harmon Les Thomas Bruce White Deborah Ranniger KENT WASH ING TON SUMMARY AGENDA KENT CITY COUNCIL MEETING . K ENT January 20, 2004 w A S H i w a*O N Council Chambers 7:00 p.m. MAYOR: Jim White COUNCILMEMBERS: Julie Peterson, President Tim Clark Ron Harmon Deborah Ranniger Debbie Raplee Les Thomas Bruce White ********************************************************************************* 1. CALL TO ORDER/FLAG SALUTE 2. ROLL CALL 3. CHANGES TO AGENDA A. FROM COUNCIL,ADMINISTRATION, OR STAFF B. FROM THE PUBLIC 4. PUBLIC COMMUNICATIONS A. Economic Update B. Introduction of Appointees 5. PUBLIC HEARINGS A. Kent Station Real Estate Purchase and Sale Agreement and Development Agreement 6. CONSENT CALENDAR A. Minutes of Previous Meeting —Approve B. Payment of Bills—Approve C. Olschefski Sewer Extension Bill of Sale—Approve D. Drinking Driver Task Force Appointments—Confirm E. City Hall Seismic Project—Accept as Complete F. Public Works Maintenance Facility Security ID Project—Accept as Complete G. Public Works Maintenance Facility Security Camera Project—Accept as Complete H. Kent Commons Gym Roof Project—Accept as Complete I. Agreement with Bureau of Alcohol, Tobacco, Firearms and Explosives—Approve J. 2004 Fire Safe Families Grant from State Department of Health—Accept K. Appointment to LEOFF 1 Disability Board—Confirm L. Washington Traffic Safety Commission Grant—Accept 7. OTHER BUSINESS A. Kent Station,Purchase and Sale Agreement—Resolution B. Kent Station, Development Agreement—Resolution C. Kent Station,Admissions Tax—Ordinance D. Kent Station,Downtown Connectivity—Resolution 8, BIDS None (continued next page) SUMMARY AGENDA CONTINUED 9. REPORTS FROM STANDING COMMITTEES AND STAFF 10. REPORTS FROM SPECIAL COMMITTEES 11. CONTINUED COMMUNICATIONS 12. EXECUTIVE SESSION A. Property Negotiations 13. ACTION AFTER EXECUTIVE SESSION 14. ADJOURNMENT t NOTE: A copy of the full agenda packet is available for perusal in the City Clerk's Office and the Kent Library. The Agenda Summary page is on the City of Kent web site at www.ci.kent.waus. An explanation of the agenda format is given on the back of this page. Any person requiring a disability accommodation should contact the City Clerk's Office in advance at (253) 856-5725. For TDD relay service call the Washington Telecommunications Relay Service at 1-M833-6388. fi�a J Ery� Y J NGES TO THE AGENDA Citizens wishing to address the Council will, at this time, make known the subject of interest, so all may be properly heard. A) FROM COUNCIL,ADMINISTRATION, OR STAFF F B) FROM THE PUBLIC xv k i L P r �2 A vFa'.YFY � C � F t _ IC COM�R, TIONS A) ECONOWC UPDATE B) INTROD CTION OP APPOINTEES E w r. r _ Kent City Council Meeting Date Ianuary 20.2004 - P Category Public Hearings h' . 1. B : Kpa STATION REAL ESTATE PURCHASE AND SALE AGREEMENT AND DEVELOPMENT AGREEMENT 2. 8j2RjAfi 'ST&I3W The City of Kent is considering surplusing approximately 18.2 acres of real property in its north downtown core,commonly known as"Kent Station." As part of the transaction,the City and the prospective purchaser,Kent Station, L.L.C., have drafted a proposed Real Estate Purchase and Sale Agreement. This Agreement offers to purchase approximately ten acres of the Kent Station site with the intent to develop the property in accord with the City's vision of a mixed-use urban center, The Agreement also provides options for the developer to purchase the remaining Kent Station property, and furdwprovides protection to the City aimed at preserving the mixed-use urban center vision. luadditi9p,the City andt'he developer have negotiated a proposed Development Agreement. .This document addresses specific regulatory and development issues between the City and the Kent Station developer and,as required by state law,cannot be approved without first holding a public hearing. The City held a public hearing on December 16,2003. At that hearing, Council 4of i action and set the matter over forYadditional consideration and public input. Asa result,and afierhaving held two separate workshops on this matter,we are holding this -second public hearing oalkwDevelopment Agreement and other Kent Station matters at t'a neetin.t g. These i be presented for Council consideration and possible -action after the close of this VOWhearing. Sfiaff will make a presentation on this matter before the hearing is opened. " 3. JUUM: Nano = . 4. ` Vi c'=DjX- W = (Committee,Staff,Examiner,Commission,etc.) r r 5- ' A ,t` MAGT Expenditure$ Source: Budgeted Unbudgeted Revenue$ Source: Budgeted Unbudgeted City will wive approximately$2.18 million for selling Phase I of the property. Money will be used to pay back Water Fund ;. . k 6. � r A. `'Cotmcilmember moves,Cotuicihnember seconds to4ose the public heating. B. ; ,Coutteilmember moves,Councilmember seconds `' D�SShCI�T: ACTION: 3�..—,..��....� Council Agenda Item No. 5A wr .- TSENT CALENDAR 6. C Caunc�nember.�� moves �Councilmember - seconds to approve Gsesnt Calendar Items A through L. ` Dission F Action v i } 6A. ADE#M of rmangw, " Approval of the minutes of the special meeting of December 16, 2003, and the regular u - Council meting of January 6,2004, and approval of the addition of the following Consent Calendar Item 6Z which was inadvertently omitted from the minutes of the meeting of December 9, 2003: Kent Regional Jnfce Ceater Advisory Board. (CFN-1001) Confirmation of the Mayor's appointment of Pastor Jane Prestbye of Kent Lutheran Church to serve as a .ataber,of the Regional Justice Center Advisory Board. Pastor Prestbye will replace -Marvin Eckfeldt,whose term has expired. Her new term will continue through i2m/2006. 6B. ARESMofBi1L�. Nothing for approval,as the Operations Committee meeting was cancelled. An- RIS k Council Agenda '=u i Item No. 6 A-B 440 • \S:qlr KEN T Kent City Council Meeting W.""""°" December 16, 2003 A special meeting of the Kent City Council was called to order by Mayor White at 7:00 p.m. Council members present: Clark, Epperly, Orr, Peterson, White, Woods and Yingling. (CFN-198) Mayor White noted that the City of Kent is considering surplusing real property in its north downtown core commonly known as "Kent Station". As part of the transaction, the prospective purchaser, Kent Station, LLC, has entered into a proposed Development Agreement with the City of Kent which addresses specific regulatory and development issues. He noted that the decision to proceed, delay, or take no action will not be easy, and urged the Council to go forward with the vision which has been developed over many years. Community Development Director Satterstrom outlined the planning process on this project, noting that it has taken over a decade. The project proponents, Joe Blattner and Dennis Rattie of Tarragon Development Company, explained the project including the types of businesses,plans for parking, and development costs. Blattner noted that the owners of the 14-screen AMC movie theater would like to open by May 15, 2005, which creates a sense of urgency. Ken Barnes of Cushman Wakefield, commercial real estate appraiser, explained how the site was analyzed. He stated that, aside from Green River Community College, it is not immediately feasible for development. He said the site is considered a holding candidate and therefore must be valued as though it must be sold within twelve months. He answered questions from Council members regarding traffic concerns,the negative aspects of the site, the impacts of the war and the economy, the cost of the civic plaza, and the 12-month marketing restriction. Nathan Torgelson, Economic Development Manager, explained the history and the phases of the project. He also explained the development agreement and the purchase and sale agreement, the debt service, underground vaults, and proposed timeline. A brief discussion on parking was then held, after which the meeting recessed for five minutes. When they reconvened, Councilmembers discussed tax revenue and debt service. Mayor White opened the public hearing. The following people spoke either in opposition to the project or in favor of delaying it: Hugh Leiper, 815 Reitan Road Joe Rubio, 3831 S. 248 Michael Robinson, 213 W. Meeker Martin Plys, 3004 S. 256 Ted Kogita, 25227 Reith Road Don Shaffer, 2070 N. 78`h, Seattle 98103 Jack Evans, 13720 SE 259t' Wanda Steiner,26421 170'h Avenue SE Paul Morford, P. O. Box 6345 Bob O'Brien, 1131 Seattle Street David Poleski, 302 0 Avenue North Jim Winquist, 304 1"Avenue North 1 Kent City Council Minutes December 16, 2003 Norman Whiteley, 622 Washington Avenue North Bill Pugerude, 54 Cavison Lane, Lopez Island The speakers voiced concern about issues including the mishandling of funds, prejudice against existing downtown businesses, the lack of time to review documents, hazardous material, and traffic. The following people spoke in favor of proceeding or temporarily delaying the project: Rich Rutkowski, Green River Community College Lee Porter, Kent Downtown Partnership Sally Goodgion, 1140 Seattle Street Tom Wood, 13461 SE 242"d, Kent Downtown Partnership Dave Mortenson, 21737 96"'Place S. Jon Johnson, 11407 SE 234"'Place Roberto Gonzales,Mexico Lindo Restaurant Tom Sharp, 24254 143`d Avenue SE Brian Ludford, 25506 122"d Place SE Fergus Prestbye, 505 E. Temperance St. Bruce Anderson, Kent Downtown Partnership They cited services for seniors,momentum, and downtown revitalization as reasons to proceed. WOODS MOVED to make emails on this issue part of the public record. Epperly seconded and the motion carried. There were no further comments from the audience and WOODS MOVED to close the public hearing. Peterson seconded and the motion carried. Staff responded to questions brought up in the public hearing regarding expenditures on the Kent Station project, environmental issues, improvements near the Sounder station, connections to downtown, the appraisal, and phasing of the Kent Station property. Blattner explained that in order to deliver the cinema on schedule, construction must be under way by summer. WOODS MOVED to recess to Executive Session. Clark seconded. The motion failed with Clark, Woods and Yingling in favor, and Epperly, Orr, Peterson and White opposed. PETERSON MOVED to refer the proposal for the Kent Station project to the Planning Committee to reconsider the current proposal and potential alternatives given current market conditions, and to provide for additional public review and comment. Orr seconded. Councilmembers Woods and Yingling expressed confusion and disappointment about delaying the project, and Councilmembers Orr, Epperly, and Peterson explained their reasons for delaying it. Upon a roll call vote, the motion to refer the proposal to the Planning Committee carried with Epperly, Orr, Peterson and White in favor, and Clark, Woods and Yingling opposed. (CFN-171) ADJOURNMENT At 11:06 p.m., WOODS MOVED to adjourn. Epperly seconded and the motion carried. (CFN-198) Brenda Jacober, (:pGIC� City Clerk 2 • KENT Kent City Council Meeting WA9NINOTON January 6, 2004 The regular meeting of the Kent City Council was called to order at 7:00 p.m. by Mayor White. Councilmembers present: Clark, Harmon, Peterson, Ranniger, Raplee, Thomas and White. (CFN-198) CHANGES TO AGENDA A. From Council,Administration or Staff. (CFN-198) Peterson added Other Business Item 7B, and Martin added an item to Public Communications and removed Consent Calendar Item B, Approval of Payment of the Bills. Martin also clarified that there are two items of property acquisition for discussion in the Executive Session,with action for each anticipated. B. From the Public. (CFN-198) Continued Communications Items I IA and 11B were added at the request of audience members. PUBLIC COMMUNICATIONS A. Oath of Office. (CFN-198) City Clerk Brenda Jacober administered the Oath of Office to new Councilmembers Harmon, Ranniger,Raplee and Thomas. B. Election of Council President. (CFN-198) CLARK MOVED to elect Julie Peterson as Council President. Harmon seconded and the motion carried. C. Announcement of Council Committees. (CFN-198) Council President Peterson announced Council Committees as follows: Operations: Tim Clark, Chair; Julie Peterson; Bruce White Parks and Human Services: Julie Peterson, Chair; Deborah Ranniger; Debbie Raplee Planning and Economic Development: Tim Clark, Chair; Ron Harmon, Bruce White Public Safety: Deborah Ranniger, Chair; Debbie Raplee; Les Thomas Public Works: Bruce White, Chair; Ron Harmon,Les Thomas Peterson noted that meetings will remain at the same time in January. D. Employee of the Month. (CFN-147) Mayor White announced that Battalion Chief Larry Webb of Fire Prevention has been selected as Employee of the Month for Jan uacy E. Introduction of Appointees. (CFN-198) Mayor White announced his appointments to the Drinking Driver Task Force. F. State of the City Address. (CFN-198) Mayor White presented his annual State of the City Address. 1 Kent City Council Minutes January 6, 2004 ADDED ITEMS G. 20-Year Award. (CFN-198) Council President Peterson presented Mayor White with a 20- Year pin and plaque. H. National Mentoring Month. (CFN-155) Mayor White read a proclamation declaring January 2004 as National Mentoring Month in the City of Kent, and presented it to Elizabeth Watson. CONSENT CALENDAR PETERSON MOVED to approve Consent Calendar Items A through G, with the exception of Item B. Harmon seconded and the motion carried. A. Approval of Minutes. (CFN-198) Approval of the minutes of the regular Council meeting of December 9,2003 and approval of the following correction to the minutes of November 18, 2003: PUBLIC HEARINGS A. 2004 Annual Budget(Second Hearing). (CFN-186) This date has been set for the second hearing on the 2004 budget. Finance Director Miller announced that the budget is available and that it is balanced as presented. Mayor White opened the public hearing. Bob O'Brien, 1131 Seattle Street, suggested streamlining overhead from various departments. Ted Kogita, 25227 Reith Road, voiced concern about how the budget book is written. There were no further comments and WOODS MOVED to close the public hearing. Orr seconded and the motion carried. B. Capital Improvement Plan 2004-2009(Second Hearing). (CFN-775) This is the second and final hearing on the 2004-2009 Capital Improvement Plan. The Capital Improvement Plan includes all capital expenditures for the next six years as described in the Comprehensive Plan and is updated and incorporated into the Capital Facilities Element of the Comprehensive Plan on an annual basis. Finance Director Miller noted that the plan is primarily for transportation and utility capital projects, and that it totals approximately$132,000,000. She added that the plan will be revised and that the 2004 portion will be adopted in the budget. Mayor White opened the public hearing. There were no comments from the audience and WOODS MOVED to close the public hearing. Orr seconded and the motion carried. C. 2003 Tax Levy for 2004 Budget. (CFN-104) This date has been set for the public hearing on the 2003 Tax Levy for the 2004 Budget. Assistant Finance Director Cliff Craig gave a short power-point presentation and noted that this is the lowest levy rate since 1986. Mayor White opened the public hearing. Ted Ko ig_ta 25227 Reith Road, said the amount the city is getting from the county increases and asked if it's equal to the cost of living or salary increases. There were no further comments from the audience and WOODS MOVED to close the public hearing. Peterson seconded and the motion carried. C. Corrections Facility Contract with New Connections. (CFN-122) The Mayor was authorized to sign the contract with New Connections of South King County for a one-year pilot project from January 1, 2004 through December 31, 2004 and to establish budget documents as required. 2 Kent City Council Minutes January 6,2004 D. Alvord Avenue N. Watermain Replacement Project. (CFN-1283) The Alvord Ave. N. Watermain Replacement Project was accepted as complete and release the retainage to Site Development, Inc. upon standard releases from the state and release of any liens. E. South 228th Street and 84th Avenue South/104th Avenue SE and SE 240th Street Intersection Improvements. (CFN-103) The 2003 Intersection Improvement project was accepted as complete and release the retainage to Westwater Construction upon standard releases from the state and release of any liens. F. 101st Avenue SE & SE 256th Street Traffic Signal Revision. (CFN-171) The 101s`Ave SE & SE 256 St. Traffic Signal Revision Project was accepted as complete and release the retainage to Signal Electric upon standard releases from the state and release of any liens. G. Drinking Driver Task Force Appointments. (CFN-122) The Mayor's appointment of Ms. Mary Lou Becvar to serve as a member of the Kent Drinking Driver Task Force,and of the re-appointment of Mr. Mike Buckingham and Mr. John Daniels to continue serving as DDTF members was confirmed. OTHER BUSINESS A. 7-Year Comprehensive Plan Update. (CFN-377) The proposed resolution declares an emergency to pursue a revision to the Kent Comprehensive Plan outside the regular annual amendment cycle in order to complete the 7-year update of the Comprehensive Plan begun in 2002. The city must revise its comprehensive plan and development regulations by December 1, 2004 to ensure the plan and regulations comply with the requirements of the Growth Management Act. CLARK MOVED to approve the staff s recommendation to adopt Resolution No. 1663 declaring an emergency to pursue a revision to the Kent Comprehensive Plan in compliance with the Growth Management Act. Harmon seconded and the motion carved. ADDED ITEM B. Kent Station. (CFN-171) Council President Peterson asked that the Kent Station project go to the Committee of the Whole rather than to the Planning Committee and announced a special workshop on the subject on January 15`i'. SHE THEN MOVED to refer the Kent Station Purchase and Sale and Development Agreement matters to the full Council for review,public input and discussion at its regular meeting on Tuesday, January 2001, and further to remove these items from the next Planning Committee meeting agenda. Clark seconded and the motion carried. REPORTS Public Works. (CFN-198) Clark noted that, due to the holiday on the 3'd Monday of January, the next meeting will be on the 4`s Monday of the month at 5:00 p.m. CONTINUED COMMUNICATIONS A. Kent Station. (CFN-171) Bob O'Brien, 1131 Seattle Street, opined that his concern about hazardous property has not been addressed. He also suggested that public communications be allowed during the Public Communication portion of the Council meeting, not after Consent Calendar items have been acted upon. B. Kent Station. (CFN-171) Don Shaffer, representing Kent C.A.R.E.S., said the numbers presented as the cost of the project differ and may be incomplete, and that there are hazardous 3 Kent City Council Minutes January 6, 2004 problems on the site. Martin reiterated his confidence in the numbers and assessment of the environment. EXECUTIVE SESSION At 7:47 p.m.,Martin noted an executive session of approximately 15 minutes to discuss two items of property acquisition with potential action on one or both. The meeting reconvened at 8:06 p.m. ACTION AFTER EXECUTIVE SESSION Property Acquisition. (CFN-239) WHITE MOVED to authorize the Mayor to execute a real estate purchase and sale agreement for the sale of the city property known as the "Steiner House" for a net$175,000, less one-half the closing costs. Peterson seconded and the motion carried. CLARK MOVED to authorize the Mayor to enter into a purchase and sale agreement to purchase the Rosso Nursery property east of Frager Road at a price not to exceed $600,000, subject to approval of final terms and conditions by the City Attorney and on the further condition that the City enter into a partnering agreement with another entity to pay the full cost of all environmental remediation on the site. Ranniger seconded and the motion carried. ADJOURNMENT At 8:10 p.m.,PETERSON MOVED to adjourn. Harmon seconded and the motion carried. (CFN-198) tt ttrlrW Xrenda Jacober,�l C City Clerk 4 Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: OLSCHEFSKI SEWER EXTENSION BILL OF SALE—APPROVE 2. SUMMARY STATEMENT: As recommended by the Public Works Director, authorization to accept the Bill of Sale for Olschefski Sewer submitted by BELS Investment, LLC for continuous operation and maintenance of 232 feet of sewers, and 84 feet of storm sewers. Bonds are to be released after the maintenance period expires. This project is located at 418 East Titus Street. 3. EXHIBITS: Map is 4. RECOMMENDED BY: Public Works Director (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: ACTION: Council Agenda Item No. 6C Z z - G - w - O s a and-1V :UN30 3 CIO w to7 L9l �g Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: DRINKING DRIVER TASK FORCE APPOINTMENTS — CONFIRM 2. SUMMARY STATEMENT: Confirmation of the Mayor's appointment of City Councilmember Ron Harmon to serve as the Council Representative to the Kent Drinking Driver Task Force. Councilmember Harmon is familiar with the DDTF, having previously served as a member. He will fill the position formerly held by Councilmember Leona Orr and his term will continue until 1/l/2007. Confirmation of the Mayor's appointment of Mr. David Malik to the DDTF. Mr. Malik is a Kent resident and business owner. He will replace Ms. Deborah Ranniger and his term will continue until l/l/2006. 3. EXHIBITS: Memo 4. RECOMMENDED BY: Mayor White (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: ACTION: Council Agenda Item No. 6D OFFICE OF THE MAYOR Jim White, Mayor Phone 253-856-5700 Fax 253-856-6700 Address 220 Fourth Avenue S K E N T Kent,WA 98032-5895 WA5HINGTON MEMORANDUM TO: COUNCIL PRESIDENT JULIE PETERSON CITY COUNCIL MEMBERS FROM JIM WHITE, MAYOR _ A DATE: JANUARY 9, 2004 �''^�n�; RE: APPOINTMENTS TO KENT DRINKING DRIVER TASK FORCE I have appointed City Council Member Ron Harmon to serve as the Council Representative to the Kent Drinking Driver Task Force. Council Member Harmon is familiar with the DDTF, having previously served as a member He will fill the position formerly held by Council Member Leona Orr and his term will continue until 1/l/07. I have also appointed Mr. David Malik to the DDTF. Mr. Malik is a Kent resident and business owner. He will replace Ms. Deborah Ranmger and his term will continue until 1/l/2006. I submit this for your confirmation jb i Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: CITY HALL SEISMIC PROJECT—ACCEPT AS COMPLETE 2. SUMMARY STATEMENT: As recommended by the Parks, Recreation and Community Services Director, accept the City Hall Seismic Project as complete. Services were performed by Biwell Construction, Inc. and approved by the project manager on August 19, 2002. I 3. EXHIBITS: Letter of acceptance 4. RECOMMENDED BY: Parks, Recreation and Community Services Director (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: • ACTION: Council Agenda Item No. 6E 4^ • KENT WASHINGTON PARKS,RECREATION& COMMUNITY SERVICES John Hodgson,Director FACILITIES December 9, 2003 MANAGEMENT Charles Lindsey, Superintendent Mailing Address Mike Wagner 220 Fourth Ave.S. Blwell Construction Inc, Kent,WA 98032-5895 4002 - 134th Ave SE Location Address- Bellvue, WA 98006 400 West Gowe Kent,Washington Reference: City Hall Seismic Project Phone 253-856-5080 Fax 253-856-6080 Dear Mr. Wagner: I have reviewed the final "Punchlist" provided by your project manager for this project and deem the work satisfactory and complete effective August 19, 2002. The City Council will formally is accept this project as complete on January 6, 2004. The one year warranty period will remain in effect through August 19, 2004. Please ensure that all documents required by the Washington Department of Labor and Industries have been completed and filed with them. I apologize for the tardiness of this letter. Si re , (ad Charles (Charlie) Lindsey Superintendent of Facilities Management Cc: John Hodgson, Director Parks, Recreation and Community Services Pam Baum, Project Accountant Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: PUBLIC WORKS MAINTENANCE FACILITY SECURITY ID PROJECT —ACCEPT AS COMPLETE 2. SUMMARY STATEMENT: As recommended by the Parks, Recreation and Community Services Director, accept the Security ID Project at Public Works Maintenance Facility as complete. Services were performed by Honeywell, Inc. and approved by the project manager on June 30, 2002. 3. EXHIBITS: Letter of acceptance 4. RECOMMENDED BY: Parks, Recreation and Community Services Director (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure S Source: Budgeted Unbudgeted X Revenue S Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: • ACTION: Council Agenda Item No. 6F *000, KENT WASHINGTON PARKS,RECREATION& COMMUNITY SERVICES John Hodgson, Director FACILITIES December 24, 2003 MANAGEMENT Charles Lindsey, Superintendent Mailing Address Howard Richardson 220 Fourth Ave. S. Honeywell Inc., Kent,WA 98032-5895 9555 SE 36th Street Location Address- Mercer Island, WA 98040-3797 400 West Gowe Kent,Washington Reference: City of Kent Public Works Maintenance Phone:253-856-5080 Fax. 253-856-6080 Dear Mr. Richardson: I have reviewed the installation of equipment and additions to our software program for this project and deem the work satisfactory and complete effective June 30, 2002. The City Council will formally 116 accept this project as complete on January 6, 2004. The one year warranty period will remain in effect through June 30, 2003. Please ensure that all documents required by the Washington Department of Labor and Industries have been completed and filed with them. I apologize for the tardiness of this letter. Sin ty, / 4 Charles (Charlie) Lindsey Superintendent of Facilities Management Cc: John Hodgson, Director Parks, Recreation and Community Services ,4216m Baum, Project Accountant Kent CityCouncil Meeting g Date JanuM 20, 2004 Category Consent Calendar 1. SUBJECT: PUBLIC WORKS MAINTENANCE FACILITY SECURITY CAMERA PROJECT—ACCEPT AS COMPLETE 2. SUMMARY STATEMENT: As recommended by the Parks, Recreation and Community Services Director, accept the Security Camera Project at Public Works Maintenance Facility as complete. Services were performed by Eagle Fire Alarm and Security Systems (a.k.a. Alpine Fire Alarm and Intrusion Systems, Inc.) and approved by the project manager on November 30, 2002. 3. EXHIBITS: Letter of acceptance 4. RECOMMENDED BY: Parks, Recreation and Community Services Director (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: ACTION: Council Agenda Item No. 6G 40 KEN• T WA5HINGTON PARKS,RECREATION& COMMUNITY SERVICES John Hodgson, Director FACILITIES December 30, 2003 MANAGEMENT Charles Lindsey, Superintendent Mailing Address Alpine Fire Alarm & Intrusion System's Inc., 220 Fourth Ave. S. Bernie J. Stebar Kent,WA 98032-5895 P.O. Box 1828 Location Address: Buckley, WA 98321 400 West Gowe Kent,Washington Reference: City of Kent Maintenance Facility Security Cameras Phone:253-856-5080 Project Performed by Eagle Fire Alarm & Security Fax:253-856-6080 Systems, Inc. Dear Mr. Stebar: I have reviewed the installation of the cameras and recording equipment and deem the work satisfactory and complete effective November 30, 2002. The City Council will formally accept this project as complete on January 20, 2004. The one year warranty period was in effect through November 30, 2003. Please ensure that all documents required by the Washington Department of Labor and Industries have been completed and filed with them for this project. This letter is a part of our normal process that was overlooked and not completed for this project. I apologize for our tardiness . rel gdsey Charles (Char Superintendent of Facilities Management Cc: John Hodgson, Director Parks, Recreation and Community Services VAam Baum, Project Accountant • Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: KENT COMMONS GYM ROOF PROJECT—ACCEPT AS COMPLETE 2. SUMMARY STATEMENT: As recommended by the Parks, Recreation and Community Services Director, accept the Gym Roof Project at Kent Commons as complete. Services were performed by Pacific Sheet Metal and Roofing and approved by the project manager on September 30, 2002. 3. EXHIBITS: Letter of acceptance 4. RECOMMENDED BY: Parks, Recreation and Community Services Director (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: • ACTION: Council Agenda Item No. 6H KENT WASHINGTON PARKS RECREATION& COMMUNITY SERVICES John Hodgson, Director FACILITIES December 30, 2003 MANAGEMENT Charles Lindsey, Superintendent Mailing Address Pacific Sheet Metal & Roofing 220 Fourth Ave.S. John Huber Kent,WA 98032-5895 111 S. Spokane Street, Location Address: Seattle, WA 98134 400 West Gowe Kent,Washington Reference: Kent Commons Gym Roof Phone.253-856-5080 Fax:253-856-6080 Dear Mr. Huber: I have reviewed the Installation of the roof and deem the work satisfactory and complete effective September 30, 2002. The City Council will formally accept this project as complete on January 20, 2004. The one year warranty period was in effect through September 30, 2003. Please ensure that all documents required by the Washington Department of Labor and Industries have been completed and filed with them for this project. This letter is a part of our normal process that was overlooked and not completed for this project. I apologize for our tardiness . Sin , Charles (Charlie) Linds Superintendent of Facilities Management Cc: John Hodgson, Director Parks, Recreation and Community Services .-Pam Baum, Project Accountant • Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: AGREEMENT WITH BUREAU OF ALCOHOL, TOBACCO, FIREARMS AND EXPLOSIVES—APPROVE 2. SUMMARY STATEMENT: Authorize the Mayor to sign the Memorandum of Agreement between the Bureau of Alcohol, Tobacco, Firearms and Explosives and the Kent Fire Department for reimbursement of overtime salary costs associated with the ATF Puget Sound Arson Explosives Task Force. This Memorandum of Agreement will allow one of our Fire Investigators to be part of the ATF Puget Sound Arson Explosives Task Force, and allow ATF to reimburse the City of Kent for overtime worked outside of Kent, and in some cases within Kent, that involve ATF arson and explosives cases. 3. EXHIBITS: Copy of Memorandum of Agreement 4. RECOMMENDED BY: Fire Chief Schneider and Public Safety Committee (3-0) (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: • ACTION: Council Agenda Item No. 6I DEPARTMENT OF THE TREASURY BUREAU OF ALCOHOL,TOBACCO AND FIREARMS s � c b WASHINGTON, DC 20226 MEMORANDUM OF AGREEMENT BETWEEN THE BUREAU OF ALCOHOL, TOBACCO, FIREARMS AND EXPLOSIVES AND KENT FIRE DEPARTMENT FOR REIMBURSEMENT OF OVERTIME SALARY COSTS ASSOCIATED WITH ATF PUGET SOUND ARSON EXPLOSIVES TASK FORCE This Memorandum of Agreement (MOA) is entered into by the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) and the Kent Fire Department for the purpose of reimbursement of overtime salary costs and other costs with prior ATF approval, including but not limited to travel, fuel, training, and equipment, incurred by the Kent Fire Department in providing resources to assist ATF in ATF Puget Sound Arson Explosives Task Force. Payments may be made to the extent they are included in ATF's Fiscal Year Plan and the monies are available to satisfy the requests (s) for reimbursable overtime expenses . I. DURATION OF THIS MEMORANDUM OF AGREEMENT This MOA is effective with the signatures of all parties and terminates at the close of business on September 30, 2007, subject to Section VII of the MOA. II. AUTHORITY This MOA is established pursuant to the following provisions: 1 . 28 U.S.C. 524 (c) , the Department of Justice Assets Forfeiture Fund, which provides for the reimbursement of certain expenses of local, county, or State law enforcement agencies incurred as participants in joint operations/task forces with a Department of the Justice law enforcement agency. 2 .Departments of Commerce, Justice, and State, the Judiciary, and Related Agencies Appropriations Bill, which provides for the reimbursement of overtime salary costs of local, county, or State law enforcement agencies incurred while assisting ATF in joint law enforcement operations. WWW.ATF.TREAS.GOV 3 .31 U.S. C. 9703, the Treasury Forfeiture Fund Act of 1992, which provides for the reimbursement of certain expenses of local, county, or State law enforcement agencies incurred as participants in joint operations/task forces with a Federal law enforcement agency. If available, the funding for fiscal year 2004, 2005, 2006, and 2007 is contingent upon annual appropriation laws, 28 U.S.C. 524 (c) , and 31 U.S.C. Section 332 . If available, funding allocations for reimbursement of expenses will be transmitted through a separate document. This MOA is not a funding allocation document. III. PURPOSE OF THIS MEMORANDUM OF AGREEMENT This MOA establishes the procedures and responsibilities of both the Kent Fire Department and ATF for the reimbursement of certain overtime and other pre-approved expenses incurred pursuant to the authority in Section II . IV. NAME OF JOINT OPERATION/TASK FORCE (if applicable) The name of this joint operation/task force: ATF Puget Sound Arson Explosives Task Force. V. CONDITIONS AND PROCEDURES A. The Kent Fire Department shall assign officer (s) to assist ATF in investigations in the Kent, Washington Area. To the maximum extent possible, the officer(s) will be assigned on a dedicated, rather than rotational basis. The Kent Fire Department shall provide ATF with the name (s) , title (s) , and employee identification number (s) of the officer(s) assigned to the investigation. B. The Kent Fire Department shall provide ATF, within 10 days of the signing of this MOA, with a contact name, title, telephone number and address. The Kent Fire Department shall also provide the name of the official responsible for providing audit information under paragraph VI of this MOA, and the name of the official authorized to submit an invoice to ATF under E. C. The Kent Fire Department shall provide ATF, within ten (10) calendar days of the signing of this agreement, with the financial institution where the law enforcement 2 agency wants the Electronic Funds Transfer (EFT) payment deposited for reimbursement. The mechanism for this is the SF 3881, ACH Vendor/Miscellaneous Payment Enrollment Form, which is Attachment A. When completed, forward this form to the ATTN: Special Agent in Charge, Asset Forfeiture & Seized Property Branch, Bureau of Alcohol, Tobacco, Firearms and Explosives, 650 Massachusetts Avenue NW, Washington, DC 20226 . D. The Kent Fire Department may request reimbursement for payment of overtime expenses and other costs with prior ATF approval, including but not limited to travel, fuel, training, and equipment, directly related to work performed by its officer(s) assigned as members of a joint operation/task force with ATF for the purpose of conducting an official investigation. E. Invoices submitted to ATF for the payment of expenses must be submitted on the appropriate forms as provided by ATF. The invoice shall be signed by an authorized representative of the Kent Fire Department and submitted to ATF field office for signature and verification of the invoice. F. The Kent Fire Department will submit all requests for reimbursable payments, together with the appropriate documentation to ATF by the loth day of each subsequent month that the agency is seeking reimbursement . (1) If the reimbursement request is not received by the ATF field office by the loth of the subsequent month, the ATF field office will advise the agency, in writing, that the reimbursement request is late, and if the reimbursement request is not received within the next 10 working days, the overtime costs will not be reimbursed. (2) No waivers or extensions will be granted or honored. The Kent Fire Department will submit the request for reimbursement to ATF, ATTN: Supervisor, Henry J. Lescault, 915 Second Avenue, Room 790, Seattle, WA 98174 . G. The ATF Supervisor shall be responsible for certifying that the request is for overtime expenses incurred by the Kent Fire Department for participation with ATF during the joint operation/task force. The responsible State or local official shall also certify that requests for reimbursement of expenses have not been made to other Federal law enforcement agencies. H. The Kent Fire Department acknowledges that they remain fully responsible for their obligations as the 3 employer of the officer(s) assigned to the joint operation/task force and are responsible for the payment of the overtime earnings, withholdings, insurance coverage, and all other requirements by law, regulations, ordinance or contract regardless of the reimbursable overtime charges incurred. I . All reimbursable hours of overtime work covered under this MOA must be approved in advance by the ATF supervisor. J. The ATF supervisor will forward all approved reimbursement requests to the Special Agent in Charge, Asset Forfeiture and Seized Property Branch, for payment . K. This document does not obligate funds. Funding authority, with maximum reimbursement costs to any one law enforcement officer during the fiscal year (October 1 - September 30) , will be provided through other documents . VI . PROGRAM AUDIT This MOA and its procedures are subject to audit by ATF, the Department of Justice, Office of Inspector General, the General Accounting Office, and other auditors authorized by the Federal government . The Kent Fire Department agrees to permit such audits and agrees to maintain all records relating to these transactions for a period of not less than three years; and in the event of an on-going audit, until such time as the audit is completed. These audits include reviews of any and all records, documents, reports, accounts, invoices, receipts, or expenditures relating to this agreement; as well as, the interview of any and all personnel involved in these transactions . VII. REVISIONS The terms of this MOA may be amended upon written approval by the original parties, or their designated representatives. Any amendment to this MOA becomes effective upon the date of approval as stated in the amendment. Either party can cancel this MOA upon 60- calendar days written notice to the other party. The ATF will only process request for overtime for overtime incurred before the date of cancellation, absent a specific written agreement to the contrary. i 4 OWN A LOCAL,COUNTY,AND STATE LAW ENFORCEMENT AGENCY REQUEST FOR REIMBURSEMENT OF JOINT OPERATIONS EXPENSES ro x ATF OCDETF CASE YES NO TIT TRACKING NUMBER OCDETF CASE t NAME OF AGENCY TAX M NLPAREX ADDRESS CONTACT PERSON TELEPHONE NO DATES FOR WHICH THE RE[MHURSDAffNT IS REQUESTED} FROM TO OVERTIME EXPENSES NAME OF OFFICER TITLE HOURS WORKED HOURLY RATE TOTAL TOTAL OVERTIME AMOUNT REQUESTED TOTAL NUMBER OF REGULAR HOURS WORKED DURING THIS BILLING PERIODS)ON CASES WHICH OVERTIME WAS REQUESTED BY THE OFFICERS LISTED ABOVE HOURS _ OTHER EXPENSES PURPOSE AND OR TYPE OF EXPENSE TOTAL TOTAL OTHER EXPENSE REQUESTED TOTAL RERIBURSE►IENT REQUESTED I MMIN that the mfotmattm prc.ded abv c is accurate and tcpres rus actual costs mcurted bs thrs armc fRq.eung Aeeney) SAME TRLE SIGNAT"UPE DATE SIGNATURE DATE DATE DATE NOTE OCDETF CASES-A COPY OF THIS DOCUMENT SHALL BE SENT TO THE AGENCY CORE CITY COORDINATOR ACH VENDORIMISCELLANEOUS PAYMENTS OMB fine.151SM6 ENROLLMENT FORM This form mused for Automated Clearing House(ACH)payments with an addendum record that contains payment-related Wonnafa processed through the Vendor Express Program Recipients of these payments should bring this informabon to the attention of their financial institution when presenting this form for completion. PRIVACY ACT STATEMENT The following information is provided to comply with the Privacy Act of 1974(P.L.93.579) All Information collected on this form is requred under the provisions of 31 U.S C.3322 and 31 CFR 210 This Information m(I be used by the Treasury Department to transmit payment data,by electronic means to vendor's financial instrtution Failure to provide the requested information may delay or prevent the receipt of payments through the Automated Clearing House Payment System. AGENCY INFORMATION FEDERAL PROGRAM AGENCY BUREAU OF ALCOHOL,TOBACCO and FIREARMS AGENCY IDENTIFIER AGENCY LOCATOR CODE(ALC): ACH Format 303 20.10-0001 ❑CCD+ ❑CTX ❑CTP ADDRESS: P. 0. BOX51071 WASHINGTON,D. C.20091-1071 CONTACT PERSON NAME: TELEPHONE NUMBER Janeen V. Ford,Assistant Chief, Finance Branch (202)927-7725 ADDITIONAL INFORMATION PAYEE/COMPANY INFORMATION NAME: SSN NO.OR TAXPAYER ID NO. ADDRESS. E-MAIL ADDRESS: CONTACT PERSON NAME, TELEPHONE NUMBER FINANCIAL INSTITUTION INFORMATION NAME: ADDRESS: ACH COORDINATOR NAME TELEPHONE NUMBER: NINE-DIGIT ROUTING TRANSIT NUMBER DEPOSITOR ACCOUNT NUMBER DEPOSITOR ACCOUNT TITLE TYPE OF ACCOUNT ❑ []SAVINGS []SAVINGS SIGNATURE AND TITLE OF AUTHORIZED OFFICIAL'(Could be the TELEPHONE NUMBER same as ACH Coordinator) ) Nsn 75-40-01-274-9925 3BB1-102 Sf 3881 (Rev 12190) Prescribed by Department or Treasury VIII. NO PRIVATE RIGHT CREATED This is an internal government agreement between ATF and the Kent Fire Department and is not intended to confer any right or benefit to any private person or party. I ******************* Jim White Ke vin N. Crens aw Mayor Special Agent in Charge City of Kent Seattle Field Di ision Bureau of ATF Date: Date: l-:� /3 103 William T. Earle Paul M. Snab 1 Assistant Director Assistant Director Management/CFO Field Operations Bureau of ATF Bureau of ATF Date: ` ' Date: f t-1-V 5 Kent City Council Meeting Date January 20 2004 Category Consent Calendar 1. SUBJECT: 2004 FIRE SAFE FAMILIES GRANT FROM STATE DEPARTMENT OF HEALTH —ACCEPT 2. SUMMARY STATEMENT: Accept grant funds of$2,000 and the in-kind grant of 150 smoke detectors received from the State of Washington. The Kent Fire Department, in conjunction with the Auburn Fire Department, was awarded the 2004 Fire Safe Families grant from the Washington State Department of Health. The grant will be shared equally between the two (2) Departments. The Kent Fire Department will receive 150 10-year lithium smoke alarms as well as $2000 to purchase additional lithium smoke alarms. Kent Fire Department Public Educators and Firefighters will work together to canvas neighborhoods conducting smoke alarm checks, installations, and education programs in targeted senior mobile home complexes, low-income neighborhoods, and residential • areas with older homes. The smoke alarms will also be carried on Department apparatus and installed on any call that Fire Department personnel deem acceptable. At the time of the installation, homeowners or residents will be educated about their new alarms, fire escape planning, and preventing fires in their homes. 3. EXHIBITS: None 4. RECOMMENDED BY: Fire Chief Schneider& Public Safety Committee (3-0) (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds • DISCUSSION: ACTION: Council Agenda Item No. 6J Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: APPOINTMENT TO LEOFF I DISABILITY BOARD —CONFIRM 2. SUMMARY STATEMENT: Confirmation of the Mayor's appointment of City Councilmember Debbie Ranniger to serve as the Council Representative on the LEOFF I Disability Board. Ms. Ranniger is familiar with the Disability Board, having served as the Member at Large. She will replace Connie Epperly and her new term will continue until 12/31/2005. 3. EXHIBITS• Memo • 4. RECOMMENDED BY: Mayor White (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: ACTION: Council Agenda Item No. 6K OFFICE OF THE MAYOR Jim White, Mayor Phone 253-856-5700 Fax 253-856-6700 Address 220 Fourth Avenue S KENT Kent,WA 98032-5895 WASHJNGIOK MEMORANDUM TO. COUNCIL PRESIDENT PETERSON CITY COUNCIL MEMBERS / FROM JIM WHITE, MAYOR DATE- JANUARY 9, 2004 RE: APPOINTMENT TO KENT LEOFF I DISABILITY BOARD I have appointed City Council Member Debbie Ranger to serve as the Council Representative on the LEOFF I Disability Board. Ms. Ranger is familiar with the Board, having served as the Member at Large. She will replace Connie Epperly and her new term will continue until 12/31/2005. I submit this for your confirmation. Jb Kent City Council Meeting Date January 20, 2004 Category Consent Calendar 1. SUBJECT: WASHINGTON TRAFFIC SAFETY COMMISSION GRANT— ACCEPT 2. SUMMARY STATEMENT: Authorization for the Kent Police Department to accept the Washington Traffic Safety Commission grant for 2004 in the amount of $5,000.00, and to establish budget documents as required. This grant will provide supplemental overtime funding for DUI enforcement. This DUI campaign will begin in January 2004 and end by September 30, 2004. 3. EXHIBITS: Award letter dated 12/31/03 from Washington Traffic Safety Commission 4. RECOMMENDED BY: Public Safety Committee 1/15/04 (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: Councilmember moves, Councilmember seconds DISCUSSION: ACTION: Council Agenda Item No. 6L POLICE DEPARTMENT 140 EdCa Crawford, Chief of Police one 253-856-5888 �� ncNT Ph Fax 253-856-6802 Address 220 Fourth Avenue S Kent,WA 98032-5895 DATE: January 20, 2004 TO: Kent City Council CATEGORY: Consent Calendar SUBJECT: Kent Police Department requests authorization to accept the Washington Traffic Safety Commission grant for 2004 in the amount of$5,000 00. MOTION: I move to recommend authorizing the Kent Police Department to accept the Washington Traffic Safety Commission grant for 2004 in the amount of$5,000.00, and to establish budget documents as required. SUMMARY: This grant will provide supplemental overtime funding for DUI enforcement. This DUI campaign will begin in January 2004 and end by September 30, 2004. EXHIBITS: Award letter dated 12/31/03 from Washington Traffic Safety Commission Y BUDGET IMPACT: 25%matching funds from the City RECOMMENDED BY: Public Safety Committee 01/15/04 BACKGROUND: The goals of this program are to save lives and prevent serious injuries on Washington's roadways by decreasing the number of DUI drivers The WTSC will purchase media spots that will air before the enforcement begins to promote the program and to attempt to educate motorists. This federal funding is only being offered to county task forces and Kent Police Department has been asked to participate through the task force coordinator We anticipate submitting reimbursement for up to $5,000.00, as we have in the past under similar grants Kent City Council WTSC grant January 20,2004 RIB STAtf op o t` o� d•�y IPa9,,yQ� STATE OF WASHINGTON WASHINGTON TRAFFIC SAFETY COMMISSION 1000 S.Cherry St,PO Box 40944 •Olympia, Washington 98504-0944• (360)753-6197 31 December 2003 Chief Ed Crawford Kent Police Department 220 Fourth Avenue South Kent, Washington 98032-5895 Dear Chief Crawford: Thank you for submitting a specific work plan, an evaluation plan, and a specific request for funding for the on-going DUI Traffic Safety Emphasis Patrols (DOTS 2004). I am pleased to inform you that the Kent Police Department is authorized to spend $5,000 for officer overtime for this project. As you know, this project runs from January 2004 through September 30, 2004. Please remember that your agencies are also eligible for (and encouraged to accept) additional funding for seatbelt emphasis patrols in May and September 2004 and for special "Drive Hammered" DUI emphasis patrols. I have enclosed a copy of the MOU for you to sign. Please return it to me when it is signed so that I can then sign and return a copy to you. I have also enclosed an A-19 form for re-imbursement. Please send your re-imbursement requests directly to me. It is helpful if those requests come shortly after your emphasis patrols. Evaluations may be sent after each patrol by using the enclosed activity log and totaling the number of contacts, etc. for all participating officers. I am pleased to be working with Sgt. Pat Lowery. I have had the pleasure of working with him on street racing issues. He is very organized and efficient and easy to work with. Please let me know if I can provide additional help with this project. You may contact m p p p ) y me by telephone at 360.753.3022 or by email at pnerup@wtsc.wa.gov.]] Sincerely, . R/L/� ran Penny Nerup Program Manager Police Traffic Services CC: Sgt. Pat Lowery Enclosures Kent City Council Meeting Date January 20, 2004 Category Other Business 1. SUBJECT: KENT STATION PHASE I. PURCHASE AND SALE AGREEMENT —RESOLUTION—ADOPT 2. SUMMARY STATEMENT: The proposed resolution, if adopted,would authorize the surplusing of approximately 18.2 acres of the Kent Station property, located in the north portion of Kent's downtown core, and would authorize the Mayor to execute the Real Estate Purchase and Sale Agreement between the City of Kent and Kent Station, L.L.C. The proposed agreement would authorize the sale, at$5 per square foot, of approximately ten acres of the Kent Station site with the intent of developing the property consistent with the City's vision of a mixed-use urban development. It also provides the developer an option to purchase the remaining Kent Station property at fair market value or $5 per square foot, whichever is greater. The agreement includes specific provisions that act as incentives for the developer to quickly commence and complete construction of the full site, along with other provisions intended to allow the City to regain control of the property, should the developer fail to timely complete the proposed development. 3. EXHIBITS: Resolution and its referenced exhibit 4. RECOMMENDED BY: Staff (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted Revenue $ Source: Budgeted Unbudgeted City will received approximately $2.18 million for selling Phase I of the property. Money will be used to pay back Water Fund 6. CITY COUNCIL ACTION: Councilmember PD y - moves, Councilmember seconds adoption of Resolution No. NH surplusing approximately 18.2 acres of property in Kent's north downtown core, commonly known as the "Kent Station"property, and authorizing the Mayor to execute a purchase and sale agreement with Kent Station, L.L.C. substantially in the form attached to the resolution, subject to approval of the final terms and conditions by the City Attorney.DISCUSSION: LL �3 ACTION: Council Agenda Item No. 7A RESOLUTION NO. A RESOLUTION of the City Council of the City of Kent, Washington, declaring approximately 18.2 acres of City owned property in downtown Kent, generally known as the "Kent Station" property, to be surplus to the City's needs, and authorizing the Mayor to enter into a purchase and sale agreement to sell, in one or more phases, the "Kent Station" property to Kent Station, L.L C., a Washington Limited Liability Company. RECITALS 1 By 2001, the City negotiated the purchase of approximately 19.92 acres of land bounded on the north by West James Street, on the south by West Smith Street, on the west by North Fourth Avenue, and on the east by First Avenue North, in the City of Kent. 2. The primary owner of this property was the Borden Company, which used the site for a chemical plant. This chemical plant was an incompatible use under Kent's zoning regulations, and as such, was inconsistent with existing public and private uses in Kent's downtown core. 3. The Borden Company, although a willing seller, was at that time operating a successful and profitable manufacturing plant on this site, so it was neither motivated to sell this property nor to move its business operations to another location. As a result, the City paid a significant price for eliminating the manufacturing use from Kent's downtown as well as for the land, consistent with an independent appraisal obtained by the City, with an average price per square foot of $16.58. At that time, the Council had also obtained a $9,000,000 loan agreement with King County in order to fund the purchase, in part. This King County loan provided the City with low cost financing and significant flexibility in its ability to acquire the Borden property. 1 Kent Station Property- Sale Authorization 4. The City Council authorized the purchase of the Borden property on December 12, 2000, pursuant to its Resolution No. 1581A. The City Council authorized the purchase of this property in order to provide additional public amenities, encourage private investment, and generally revitalize and consolidate the City's downtown core. This large chemical plant was inconsistent with the Council's vision for its downtown. Adjacent to the site's western boundary, King County had just completed its Regional Justice Center, which would become the first new County Superior Courthouse to be built outside downtown Seattle, and which was intended to handle a significant portion of the cases filed in King County. Additionally, the new Sound Transit commuter rail station had lust been located east of and adjacent to the site. Along with the station, Sound Transit was also constructing a multi-storied parking structure. Further, Kent's historic downtown center, which is located adjacent to and directly south of the Kent Station site, had ceased to operate as the retail and office hub of the City. Instead, downtown businesses closed and activity from business, retail, and commercial customers dropped dramatically. 5. Even though Kent's downtown faced dramatic challenges, the City of Kent had just experienced a period of dramatic growth and success. Its manufacturing district on the Green River Valley floor constituted a vital and successful employment center. Construction of new homes had skyrocketed on the east and west hills of Kent surrounding the valley floor. Housing prices had increased, and Kent's population since 1990 had more than doubled from approximately 42,000 to its current level of approximately 84,000 people. 6. The City Council determined that the City was in need of a community focal point and that the focal point should remain in historical downtown Kent as it had for over 100 years. The Kent Station property, then, presented an extraordinary opportunity to transform downtown Kent into a more vital and active urban center. The Council believed that, if successful, new development within the Kent Station property would provide additional public services and amenities, would increase pedestrian activity throughout its downtown area, and would improve the vitality of the City as a whole. Both directly and indirectly, renovation of the Kent Station property would improve public safety in the downtown retail core, increase tax revenues throughout downtown, provide additional housing, create jobs, provide public spaces, and enhance other City investments and assets. 2 Kent Station Property— Sale Authorization 7. The City Council envisioned a number of potential public purposes and public facilities that would also serve these goals, including a cultural arts center (to be located adjacent to, or on the site), a public safety building, roads, parks and open spaces, and public parking areas. 8. Upon completion of its purchase of the Kent Station property, the City Council considered its 1995 Kent Comprehensive Plan and its 1998 Downtown Strategic Action Plan It also conducted a 1999-2000 Commuter Rail Station Area Study, which focused heavily on the Kent Station property. Taking all of these plans and studies into account, the City Council then commenced a visioning process for the Kent Station site 9. The City of Kent issued requests for qualifications that were then followed by requests for proposals, open to the local and national development community, to select a developer to whom the City could sell certain property or property rights in excess of the needs of the City and with whom the City could integrate public and private ownership and uses to meet the vision established by the City of Kent 10. Approximately nine (9) developers expressed an interest in the protect, and at the conclusion of the proposal and interview process, the City selected Langly Properties and Tarragon L.L.0 , who had jointly formed a partnership known as Kent Station, L.L.C. 11. The City of Kent, in consultation with Kent Station, L.L.C., then commenced a process to develop a Planned Action Ordinance, as authorized by state law, that more specifically detailed the various uses, heights, and densities in the City Council's revitalized downtown vision. To that end, the City held numerous public meetings to receive input on the appropriate vision for the Kent Station property, and undertook an extensive Environmental Impact Statement process, which considered three (3) different alternatives for the site. At the conclusion of the environmental review process, the City selected a preferred alternative for the site, which could briefly be described as a pedestrian-onented, mixed-use, urban village, combining public and private spaces, roadways, and uses. The City then developed and implemented its Planned Action Ordinance, consistent with the visioning process and the outcome of its environmental review process. 3 Kent Station Property— Sale Authorization 12. Regional economics in the years preceding this point in the City's decision-making process had evidenced remarkable growth. The country as a whole, and in particular the Greater Puget Sound region with its technology-based business climate, experienced a tremendous boom with dramatic growth in business revenues and individual incomes. The City of Kent, similarly, and its employment center in the Green River Valley, also enjoyed the benefits and revenues that flowed from this dramatically active economy. By all accounts, it appeared that an active market of developers and attendant retailers and other businesses existed to fulfill the City's vision for this site. 13. Unfortunately, as is now well recognized, the economic boom of the late 1990's turned into an economic bust, particularly in the technology-sensitive Northwest region. Business revenues tumbled and businesses disappeared. Unemployment increased, and retail and commercial activity slowed. Recession gripped the country, and-the once rosy development potential for the Kent Station site began to falter. 14. Despite the economic challenges, Kent Station, L.L.C. moved forward in its pursuit of the shared vision and marketed the project to various retailers, cinema chains, grocery stores, bookstores, restaurants, and commercial and professional office users, seeking to negotiate letters of intent to occupy the site in staged phases of development. 15. A second blow to the economy occurred on September 11, 2001, with the terrorist attack on the World Trade Center in New York City. A rough local economy turned even worse, particularly in the severely hit airline sector, which resulted in massive layoffs for the aerospace industry, traditionally a key employer in the Puget Sound region. Kent Station, L.L.C., as our selected developer of the Kent Station site, began to experience difficulty finding and keeping potential business users for the Kent Station site. The market for this type of dramatic new development began to deteriorate. 16. The City faced more difficult economic challenges as well. In September, 2000, the City asked its electorate to approve a bond to construct a cultural arts center on the site. The bond was resoundingly rejected by an over 65% majority. The voters' clear indication that they would not support additional bonded indebtedness for new public facilities also cast serious doubt on the likelihood of passing a bond to construct a 4 Kent Station Property— Sale Authorization new public safety budding. To make the situation more difficult, businesses continued to close in downtown. Between 2000 and 2002, twenty-four businesses closed their doors. City government fared no better. Through attrition and thirty-two layoffs, the Mayor reduced City staff by 101 full-time employees. At the same time, the City, which pays more than 90% of its employee health care benefit coverage, saw its health care costs more than double 17 In addition, statewide voter-approved initiatives, such as 1-747 and 1-776, took substantial cuts from the City's property tax and licensing revenues, and legislatively approved sales tax exemptions for manufacturing interests sliced the City's sales tax revenues. Because of these statewide legislative factors, the City's sales tax revenue, which had been on the rise at least since the early 1990's, began a dramatic reversal commencing in 2001, which continues to this date. Also as of this date, property tax revenues are down 11 9%. Impacts of 1-776 will further reduce the City's budget by approximately $800,000 per year. Moreover, although the City urged the State Legislature to do so, the legislature failed to pass a tax increment financing bill that would have provided valuable financing to implement the City's Kent Station vision. All of these impacts forced the City to eliminate or dramatically reduce the capital projects it once hoped to construct, and they diminished public development opportunities for the Kent Station site. 18. The City of Kent, however, still intent on fulfilling its vision for the site, commenced infrastructure improvements on the property, widening and improving portions of First and Fourth Avenues, and constructing a new street through the property, Ramsay Way, which was intended to act as a link to connect the City's historic downtown commercial district via Second Avenue to the new Sounder Rail Station and the King County Regional Justice Center. 19. Kent Station, L.L.C. also continued on its path to develop the plan and vision established in the Planned Action Ordinance and shared with the City Council Kent Station, L.L.C. applied for, and in January 2003, obtained a Master Planned Development permit, which was a combined subdivision plat approval and a planned unit development approval. With these various land use entitlements in place, Kent Station, L L.C. actively sought to lock in binding contracts with identified tenants for the first phase of development for the site. The key tenants Kent Station, L.L.C. sought 5 Kent Station Property— Sale Authorization were a cinema, a national bookstore, and a grocery store. Along with these three (3) anchors, Kent Station, L.L.C. entered into an agreement with the Green River Community College for a series of satellite classrooms and meeting rooms and also entered into negotiations with numerous national restaurant chains and national retailers. 20. By July of 2003, the local and national economies were under so much duress that Kent Station, L.L.C. had to adjust its vision for the project. Despite significant efforts in marketing the project, it simply was unable to obtain commitments from all the tenants needed to fulfill the original vision for the site. It became clear that both the bookstore and grocery store anchors would not materialize due to certain economic and demographic challenges associated with their respective industries and the project. The multiplex cinema and Green River college options, as well as the likelihood of two to three full-service restaurants, together with other additional national, regional, and boutique retailers remained. As further evidence of the difficulties presented to the project by the current economy, the Langly Company left the Kent Station, L.L.C. partnership, leaving Tarragon L.L.C. as the lone remaining member of the entity. 21. After lengthy discussions with the City, Kent Station, L.L C. began to put together a modified project, of slightly lesser scope than its original vision, with an initial focus primarily as an entertainment district for the City of Kent. Kent Station L.L.C. believed that the cinema and restaurant elements would be successful in the Kent market. The chosen cineplex operator, on its own account, determined that it would likely generate over 900,000 customers a year, which would kickstart the activity needed to begin downtown revitalization. Demonstrated success of the cineplex and restaurant businesses would then likely encourage other businesses to come to the site, thereby generating a retail and commercial market for the property. 22. However, under these grim economic circumstances, even the development market that remained was tentative at best. The potential tenants needed a certain level of security and confidence that, if they committed to this site and assumed the initial risk, that they would be successful and able to generate a profitable return on their investment. The developer, then, in order to provide that confidence and security, was forced to adjust its projections for the project, which included lower than anticipated 6 Kent Station Property— Sale Authorization rents to these potential tenants. Consequently, in order to support these rents, Kent Station, L.L.C. proposed to purchase the property at a value that was dramatically below the initial price paid by the City of Kent for the Borden chemical manufacturing plant. 23. The City Council, though, as a duty to its tax-paying citizens and under the state constitution, was compelled to sell the property only at or above its fair market value. Beyond monetary consideration, the City would receive other kinds of consideration for its sale in terms of public benefit, including the following: • A 21,000 square foot public plaza located along Ramsay Way and near the proposed cinema to serve as a focal point and meeting place for the new downtown. • The construction of a new private street, Second Place, which the public will have the legal right to use at all times, but which will be built and maintained by and at the builder's expense. • Additional parking that will be constructed within the site, even though privately owned and maintained for the benefit of Kent Station customers, will have the effect of increasing parking supply in downtown Kent, and lessening the growing pressure on other public parking facilities The City also stands to receive additional benefits and consideration if the development fads to achieve its vision. • If the developer has purchased but failed to develop the property to the densities promised in the purchase and sale agreement, the City has the right to repurchase the undeveloped land at the original sales price, even thought the property's value may have increased in the interim. • In the event the developer does not exercise its option to purchase the remaining 8.2 acres of Kent Station property, the developer must provide the City with all its detailed plans, drawings, designs and specifications prepared by its architects, engineers and other professional consultants, which developer obtained at a cost of over$400,000. • If the developer does not exercise its option to purchase the remaining property, some portions of the underground stormwater retention facilities that 7 Kent Station Property— Saie Authorization the developer will install for its first phase of development may also serve other portions of the entire site, and since the City will own that remaining property, it will have the benefit of that extended utility facility. 24. Even with the public benefit and other consideration provided to the City by the developer's construction of its proposed project and by the developer's proposed agreement with the City, City staff sought to confirm that the purchase price truly reflected fair market value for this property. The City understood that the property's value had dropped significantly. As far back as September 1, 2001, before the September 11'' disaster, the City obtained an appraisal that demonstrated the property had dropped to $8 50 per square foot, approximately one-half of the original purchase price paid by the City. But, after the September 11"' tragedy and after the tumbling economy, Kent Station, L.L.C. could not bring together a project even at this lower price In order to objectively understand whether or not the purchase price proposed by Kent Station, L.L.C. was a fair market offer, the City hired a licensed, professional independent appraiser to analyze and appraise the property on a price per square foot basis in order to determine the property's value in today's real estate market 25. The City instructed its appraiser to determine the property's true fair market value on today's market because the potential sale to Kent Station L.L C. was set for closing in the first half of 2004. Accordingly, and not wanting to compare a real offer from Kent Station L.L.C. in today's market to a potential sale possibly years down the line, the City sought to obtain the highest market value that the property might realize within the next twelve months. Additionally, although the MPD and the PAO are now in place and reflect the City's approved vision for the property, the City instructed the appraiser to look at all possible development options on the property to determine the highest valuation. Accordingly, the appraiser was instructed that the MPD, as one development option on the property, should be considered if it added value to the property. Similarly, the City instructed the appraiser that the PAO should be treated as another development opportunity, but only if it added value. The City also instructed the appraiser to value the property as raw, essentially unencumbered land, constrained only by existing zoning, with the understanding that any development not aligned with the PAO would require independent environmental review, The purpose for these instructions was to perform a diligent real-market analysis that would inform the City and 8 Kent Station Property— Sale Authorization its Council of the very best price that could be obtained for this property in today's market and compare that price to Kent Station L.L.C.'s proposal. 26. Upon completion of an extensive review of the market for this property, and after speaking to representatives of various development communities and to purchasers of comparable properties both within the City of Kent and throughout the region, the appraiser determined that, essentially, no market for retail office or commercial operations currently existed for this site The appraiser determined that the most likely purchaser—and therefore the highest price that would be paid—for this property would be a speculative land purchaser who would buy and hold the property, waiting for a market to develop as the economy turned around, which the appraiser noted could take 10 to 15 years. Because land values for this property were already dramatically deflated and because purchasing for speculative holding required further discount to present monetary value for the property's valuation, the appraiser determined that the highest price obtainable for the entire site in today's real estate market would be $3.15 per square foot for the entire site, and if only the proposed first phase 10 acre area were purchased, a price per square foot of approximately $4.50 27. The developer has offered to purchase, in one or more phases, the entire Kent Station property, less the area already dedicated for the public street, Ramsay Way—a total of approximately 18.2 acres—for the price of $5.00 per square foot or for appraised fair market value at the time of purchase, whichever is greater. The developer's initial first phase purchase is for an area of approximately 10 acres at the price of $5.00 per square foot. In today's market, this price exceeds the City appraiser's fair market valuation of the property for any potential use on either an entire site or a first phase price per square foot basis. Beyond exceeding the fair market valuation determined by the City's appraiser, this offer is not for speculative land banking, but rather is an offer to rapidly construct at least 75,000 square feet of retail and office space, including a fourteen (14) screen cinema that is estimated to bring in approximately 900,000 viewers to Kent's downtown, many of them in the evening when downtown activity is at its very lowest. At the same time, commencing this first phase sale now has the salutary effect of beginning the realization of the City Council's vision for a revitalized downtown core. The City Council finds that phased selling of the Kent Station site at this price for this development substantially fulfills the vision established by the City Council in its Comprehensive Plan, its Downtown Strategic Action Plan, its 9 Kent Station Property— Sale Authorization Planned Action Ordinance, and in the Master Planned Development. Even though the City is electing to sell its property under difficult market conditions, the Council believes that approving this sale will begin the vitally important process of creating a new sense of place for downtown Kent and all of its 84,000 citizens. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS: RESOLUTION 1. Recitals Incorporated. The foregoing recitals are incorporated into the body of this resolution and shall further act as the findings of the Kent City Council on this matter. 2. Declaration of Surplus. The City Council of the City of Kent finds that the 18.2 acre Kent Station site is surplus to its needs and better serves the public health, safety, and welfare of the citizens of the City of Kent by selling the property to Kent Station, L L.C. for the development and construction of a mixed-use urban center linked to historic downtown Kent. 3. Purchase and Sale Agreement — Authorized. The Mayor is authorized to enter into a purchase and sale agreement substantially in the form attached as Exhibit A, subject to approval of final terms and conditions by the City Attorney. 4. Severability. If any section, subsection, paragraph, sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this resolution. 5. Ratification. Any act consistent with the authority and prior to the effective date of this resolution is hereby ratified and affirmed. 11 10 Kent Station Property— Sale Authorization 6. Effective Date. This resolution shall take effect and be in force immediately upon its passage. PASSED at a regular open public meeting by the City Council of the City of Kent,Washington, this day of January, 2004. CONCURRED in by the Mayor of the City of Kent this day of January, 2004. JIM WHITE, MAYOR ATTEST: BRENDA JACOBER, CITY CLERK APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY I hereby certify that this is a true and correct copy of Resolution No. passed by the City Council of the City of Kent, Washington, the day of January, 2004. BRENDA JACOBER, CITY CLERK PYMPAESOLUtIpN(�b1�5✓[4�5W re 11 Kent Station Property- Sale Authorization EXHIBIT A REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of this_day of , 2004 ("Effective Date") by and between the City of Kent, a Washington municipal corporation (the "City") and Kent Station LLC, a Washington limited liability company (the "Developer"). RECITALS A. In 2001, the City completed the purchase of approximately 19.92 acres of land situated between West James Street and West Smith Street, North 4`h Avenue and First Avenue North in the City of Kent (the "Real Property") pursuant to Resolution No. 1581A in order to (a) acquire a large parcel of land in downtown Kent on which the previous owner operated a chemical plant which was incompatible with existing public and private uses in downtown, and (b) provide the City with a unique opportunity to plan for the coordinated public and private use of a significant downtown property. B. The Real Property presented an extraordinary opportunity to transform the downtown into a pedestrian-friendly mixed-use environment, which would increase pedestrian activity downtown and directly and indirectly improve public safety in the downtown retail core, improve the vitality of the City, increase tax revenues, provide additional housing, create jobs, provide important public spaces and thereby enhance other City investments and assets and achieve multiple City objectives. C. The City has considered its 1995 Kent Comprehensive Plan, its 1998 Downtown Strategic Action Plan, the 1999/2000 Commuter Rail Station Area Study, and it has developed and designed critical public infrastructure, including Ramsay Way, which will run through a portion of the Real Property to connect the historic 2"d Avenue Commercial District to the Sounder Rail Station and the Regional Justice Center. Ramsay Way will help serve the public access purposes identified in the plans and studies identified above and will mitigate traffic congestion and improve vehicular and pedestrian access and circulation in the vicinity of Kent's downtown core. D. To further the established goals of the above-referenced plans and studies and to complement the concept and design of Ramsay Way, the City has constructed and will construct certain other public infrastructure improvements in the vicinity of the Real Property, including improvements to 151 and 41h Avenues. E. The City has determined that the remaining land which is outlined in red on the map attached hereto as Exhibit A-1 and by this reference incorporated herein consisting of approximately 18.2 acres and is legally described in Exhibit A-2 attached hereto and by this reference incorporated herein (the "Property") is surplus to its needs. In selling this surplus Property the City intends to limit and restrict future use and development options by having the Property developed in a manner that is consistent with its vision of downtown, and that will KENT STATION PSA -10- improve the vitality of the City, encourage urban redevelopment, reconnect important parts of the City's downtown that are currently isolated, increase pedestrian activity downtown and thereby directly and indirectly improve public safety, expand and diversify the City's tax base, create additional jobs, provide additional housing, public spaces, public parking and pedestrian- friendly connections within the downtown retail core. F. Developer will cause the Property to be developed into a high-quality, mixed-use, transit-oriented urban village which will act as a focal point and gathering place for south King County. Developer has proposed the development of a mixed-use town center on the Property that includes a cinema, office space, housing, community college, a significant quantity of retail space and a plaza. The development is referred to as "Kent Station" or the "Kent Station Project". G. Developer's efforts will be accomplished through the Developer's acquisition of the Property in multiple phases, and the development of the Property as Kent Station in accordance with the terms of the Development Agreement of even date herewith between Developer and the City (the "Development Agreement"). The parties anticipate that the Property as developed will include the construction of buildings and other improvements which will contain at least 195,000 square feet of ground floor retail space. H. This Agreement sets forth the terms and conditions of Developer's acquisition of the Property and the City's rights to repurchase all or part of the Property if certain conditions are not satisfied by the Developer. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT The terms and conditions in the Recitals set forth above are incorporated into this Agreement as though fully set forth herein. ARTICLE I: PROPERTY City agrees to sell and convey to Developer, and Developer agrees to purchase from City, subject to the terms and conditions set forth herein, and develop the Property. The Property has been divided into two general areas as depicted on Exhibit A-3 attached hereto and by this reference incorporated herein and as more specifically defined in Article II below. The Property consists of the Real Property less the gross square footage of that portion of the Real Property to be retained by City for certain City-owned public infrastructure improvements, more particularly described in Exhibit B attached hereto and by this reference incorporated herein ("City Infrastructure Improvements"). The Property shall be acquired for the purchase prices as set forth and described in Articles II and III below. KENT STATION PSA -I 1- ARTICLE H: PURCHASE OF PROPERTY 2.1 Initial Takedown. The initial takedown of the Property will consist of approximately 10 acres and is depicted as "Phase I" on Exhibit A-3 (the "Initial Takedown Parcel"). The Initial Takedown Parcel closing must occur on or before June 30, 2004 (the "Initial Takedown Period"). If the Initial Takedown Parcel closing has not occurred by the end of the Initial Takedown Period through no fault of the City, and subject to Sections 16.2 and 17.11 below, Developer shall be in default under this Agreement and City shall have the right to terminate this Agreement, and all Earnest Money previously deposited in cash pursuant to Section 3.2 below will be forfeited to City. Any such termination by the City must be In writing and shall be effective upon Developer's receipt of written notice of termination. 2.2 Subsequent Takedowns. The remainder of the Property will be purchased by the Developer in one or more acquisitions but in no event later than June 30, 2012. The remainder of the Property (exclusive of the Initial Takedown Parcel) includes a total of approximately 8.2 acres and is referred to collectively as the "Remainder Property". The Remainder Property may be purchased at Developer's election in one or more acquisitions (hereinafter "Remainder Property Purchase Parcel"), provided, however, that Developer must satisfy the following criteria with respect to each purchase. Developer must demonstrate to the City through submittal of a "Development Plan" (as hereinafter defined) that each Remainder Property Purchase Parcel, as well as the unpurchased balance of the Remainder Property; (a) constitutes a legal lot of at least 25,000 square feet in size, or if smaller, is shown on the Development Plan as being able to accommodate development generally consistent with the requirements set forth in the Development Agreement, (b) has direct access to a public street or an easement which provides direct access to a public street, (c) is able to be developed to meet the square footage requirements set forth in Section 17 8.6 below, and (d) include all land required to meet all zoning, development, mitigation and other requirements under the Development Agreement, Planned Action Ordinance adopted by the City pursuant to Resolution No. 3608 dated July 16, 2002 ("PAO") and the MPD (as defined below) For purposes of this Agreement, a "Development Plan" is defined to be a site plan for the Property which shows proposed building locations, proposed square footages,proposed land uses, as well as proposed parking and general site features, all generally consistent with the requirements set forth in the Development Agreement and similar in format to Exhibit G. 2.3 Purchase Notices. 2.3.1 Initial Takedown Parcel. Developer must provide written notice to City of its intention to purchase the Initial Takedown Parcel prior to the expiration of the Developer Feasibility Period (defined below). Developer's failure to provide the Purchase Notice for the Initial Takedown Parcel prior to the expiration of the Developer Feasibility Period shall constitute an event of default by Developer under this Agreement and subject to Section 16.2 below. 2.3.2 Subsequent Takedowns — Remainder Property Purchase Parcels. Developer must provide written notice (including an offer price as described in Article III below) KENT STATION PSA -12- to the City of its intention to purchase any Remainder Property Purchase Parcel at least one hundred twenty (120) days before the anticipated closing date of any Remainder Property Purchase Parcel, but in no event later than one hundred twenty (120) days prior to the "Remainder Parcel Purchase Deadlines" set forth in Section 17.8.6 below, as extended, if applicable, pursuant to Section 17.8.7 below. The notice and offer together are collectively referred to as the "Remainder Property Purchase Parcel Purchase Notice". In event that the square footage requirements are not constructed or under"Construction" (as hereinafter defined) pursuant to the dates and requirements of Section 17.8.6 below and in the event the minimum quantities of land within the Remainder Property are not purchased by the deadlines set forth in Section 17.8.6 below (as those dates may be extended pursuant to Section 17.8.7, as applicable), Developer thereafter shall not have the right to exercise any further Remainder Property Purchase Parcel Purchase Notices. In that event, the City shall have the right to terminate this Agreement and retain the Second Earnest Money Deposit. In addition, if Developer elects to terminate the Agreement or If Developer fails to give a timely Remainder Property Purchase Parcel Purchase Notice, then in either event all work product prepared by or on behalf of Developer for development of the Kent Station Project (which product is not proprietary and which product is in Developer's possession) shall immediately and without payment of additional consideration, be assigned to City and neither party hereto shall have any further rights or obligations under this Agreement. For purposes of this Agreement, "Construction" or "Commencement of Construction" is defined to be the construction of foundations pursuant to permits issued by the City, with construction activity also proceeding at a reasonable pace towards commencement of framing of buildings. 2.4 Termination by City. If any one of the following events occur, then Developer shall be in default under this Agreement and the parties shall have the rights and remedies set forth in Section 16.2 below: (a) the Initial Takedown Parcel has not been purchased by Developer prior to the expiration of the Initial Takedown Period, or (b) the Remainder Property Purchase Parcel closing(s) have not occurred by the Remainder Parcel Purchase Deadlines as set forth in Section 17.8 6 below, or (c) Developer has failed to provide City with timely Purchase Notices for the Remainder Property Purchase Parcels pursuant to Section 2.3 above, or (d) a building permit application has not been submitted prior to September 30, 2004 for development totaling at least 75,000 square feet of buildings and other improvements to be constructed on the Initial Takedown Parcel, or (e) Developer fails to deposit the "First Earnest Money Deposit" or the "Second Earnest Money Deposit" required under Section 3.2 below, or (f) any condition precedent to closing set forth in Sections 7.1 or 7.2 of this Agreement has not been met by Developer prior to the expiration of the Initial Takedown Period or by the Remainder Parcel Purchase Deadlines, as applicable, or (g) the development performance deadlines set forth in Section 17.8.6 are not met. 2.5 Manner of Payment. The "Purchase Price" (as defined in Article III below) for the Initial Takedown Parcel shall be paid in cash or via wire transfer of immediately available funds less application of the First Earnest Money Deposit paid plus any interest accumulated thereon. The Purchase Price(s) for the Remainder Property Purchase Parcel (s) shall be paid in cash or via wire transfer of immediately available funds and by application of the Second Earnest Money Deposit (or a proportionate amount thereof related to the gross square footage contained KENT STATION PSA -13- within the Remainder Property Purchase Parcel, as it compares to the total gross square footage of the Remainder Property). 2.6 Acceleration of Closing. Notwithstanding anything to the contrary set forth in this Section 2 above, the City agrees to work in good faith with the Developer in the event the Developer notifies the City in writing of its desire to accelerate any closing date to a date earlier than the dates specified herein. ARTICLE III: PURCHASE PRICE; EARNEST MONEY; SECOND DEPOSIT FEASIBILITY PERIOD 3 1 Purchase Price. 3.1.1 Initial Takedown Purchase Price. The purchase price for the Initial Takedown Parcel will be Two One Hundred Seventy Eight Thousand Dollars ($2,178,000.00) which represents five dollars ($5) per square foot of land purchased. This is referred to as the "Initial Takedown Purchase Price". This price may be adjusted to reflect any differences in the actual square footage as determined by the Survey discussed in Section 4.4 by multiplying the square footage per the survey and the price of five dollars ($5)per square foot. 3.1.2 Purchase Price for Remainder Property Purchase Parcel(s). The purchase price for each Remainder Property Purchase Parcel shall equal the greater of five dollars ($5) per square foot of land purchased or the then fair market value of the portion of the Remainder Property Purchase Parcel contemplated for purchase ("Remainder Property Purchase Parcel Price"). In determining fair market value the parties and the appraisers will consider, among other factors, site conditions and current market conditions and comparables as well as the entitlements and constraints associated with the PAO, the MPD and the Development Agreement, but shall exclude allocable cost of any infrastructure improvements already made to the Remainder Property Purchase Parcel by Developer (i.e. roads, sidewalks, landscaping and utilities). 3.1.2.1 Remainder Property Purchase Parcel Price Determination. Developer's Remainder Property Purchase Parcel Purchase Notice described in Article 11 above must include Developer's proposed Remainder Property Purchase Parcel Price. If the Developer and the City do not agree on the Remainder Property Purchase Parcel Price of the Remainder Property Purchase Parcel within fifteen (15) days of the date of delivery of Developer's Remainder Property Purchase Parcel Purchase Notice to City, then the Remainder Property Purchase Parcel Price of the Remainder Property Purchase Parcel will be determined by appraisal pursuant to the appraisal process described in Section 3.1.2.2 below. 3.1.2.2 Appraisal Process. Each party shall select an MAI appraiser with at least five (5) years of experience in appraising commercial and retail properties in the South Puget Sound area. Each party shall give written notice of its selection of an appraiser to the other party within ten (10) days after the parties reach an impasse on negotiating the Remainder Property Purchase Parcel Price, or the end of fifteen (15) day period referred to in Section 3.1.2.1 above, whichever first occurs. The two appraisers shall then select a third KENT STATION PSA -14- appraiser, who shall be an independent MAI appraiser who has not previously been employed by City, Developer, any member of Developer or any affiliate of any of them, and with the same general qualifications as the first two appraisers (except as otherwise agreed to between the parties), which selection shall be made within ten (10) days after the end of the applicable ten (10) or fifteen (15) day period referred to in the preceding sentence. The three appraisers shall each independently determine the Remainder Property Purchase Parcel Price within thirty (30) days of the appointment of the third appraiser. In determining "fair market value", the parties and the appraiser(s) will consider, among other factors, site conditions and then market conditions/comparables as well as the entitlements and constraints associated with the PAO, the MPD and the Development Agreement. The appraisers shall arrange for a simultaneous exchange of their determination of the Remainder Property Purchase Parcel Price to all three appraisers. The appraisers shall thereupon meet and attempt to resolve any discrepancy among the three appraisals, but in the event the appraisers have not reached agreement on the Remainder Property Purchase Parcel Price within ten (10) days thereafter, the third appraiser shall proceed to determine the Remainder Property Purchase Parcel Price. The third appraiser may select either purchase price proposed by the first two appraisers, or any modification of either or may select its own determination, or any modification thereof, as the Remainder Property Purchase Parcel Price. The decision of the thud appraiser shall be binding on Developer and the City. Each party shall pay the costs and expenses of the appraiser selected by that party, and shall split equally the costs and fees of the third appraiser. 3.2 Earnest Money. 3.2.1 First Earnest Money Deposit. Developer shall deposit a promissory note in the principal amount of Fifty Thousand Dollars ($50,000) ("First Earnest Money Deposit") with Chicago Title Insurance Company ("Escrow Agent") within seven (7) days following execution of this Agreement by City and Developer. This First Earnest Money Deposit will be refundable until the expiration of the Developer Feasibility Period (defined in Section 3.2.3 below). In the event Developer terminates its obligations under this Agreement on or before expiration of the Developer Feasibility Period, Escrow Agent shall return the First Earnest Money Deposit to Developer, this Agreement shall terminate, all work product prepared by or on behalf of Developer (which product is not proprietary and which product Is in Developer's possession) for development of the Kent Station Project shall immediately and without payment of additional consideration be assigned to City and neither party hereto shall have any further rights, duties or obligations under this Agreement except as otherwise expressly provided herein. If Developer does not elect to terminate its obligations under this Agreement prior to the waiver or expiration of the Developer Feasibility Period, the First Earnest Money Deposit promissory note shall be due and payable immediately and once paid will be held by the Escrow Agent pending the closing of the purchase of the Initial Takedown Parcel. The First Earnest Money Deposit shall be held in an interest bearing money market-type account by Escrow Agent. Interest on the First Earnest Money Deposit shall be held for the benefit of whichever party is entitled to the First Earnest Money Deposit at the Initial Takedown Parcel closing or other termination of this Agreement. The First Earnest Money Deposit shall be applicable to the Purchase Price of the Initial Takedown Parcel. KENT STATION PSA -15- 3.2.2 Second Earnest Money Deposit. An additional Two Hundred Thousand Dollars (S200,000) in cash shall be delivered to escrow prior to the first to occur of(a) June 30, 2004 or (b) the Initial Takedown Parcel closing date ("Second Earnest Money Deposit") and shall be held in an interest bearing money market type account by Escrow Agent. The Second Earnest Money Deposit shall be refundable only upon a default under this Agreement by City or as referenced in Section 17. The Second Earnest Money Deposit will be applied on a pro rata basis against each Remainder Property Purchase Parcel, as described in Section 2.5 above. Any reference to "Earnest Money" shall refer to both the First and Second Earnest Money Deposits. 3.2.3 Developer Feasibility Period. 3.2.3 1 Initial Takedown Parcel. Developer shall have until April 15, 2004 ("Developer Feasibility Period") in which to determine the suitability of the Initial Takedown Parcel for Developer's intended purpose. Developer shall deliver written notice to City and Escrow Agent prior to the expiration of the Developer Feasibility Period, that it has either (a) elected to terminate this Agreement, and if so terminated Escrow Agent shall return the First Earnest Money Deposit to Developer, this Agreement shall terminate, all work product prepared by or on behalf of Developer for development of the Kent Station Project (which product is not proprietary and which product is in Developer's possession) shall immediately and without payment of additional consideration, be assigned to City and neither party hereto shall have any further rights or obligations under this Agreement, or (b) Developer has elected to proceed with the purchase of the Initial Takedown Parcel, in which event the First Earnest Money Deposit shall be immediately converted to cash and shall be nonrefundable to Developer except as otherwise expressly provided in this Agreement. If Developer fails to deliver written notice to City and Escrow Agent prior to the expiration of the Developer Feasibility Period, Developer shall be deemed to have approved the Initial Takedown Parcel and to have elected to proceed with the purchase of the Initial Takedown Parcel. Notwithstanding the foregoing, Developer shall have the right to extend the Developer Feasibility Period for two (2) thirty (30) day periods provided that Developer (i) provides written notice of extension to the City prior to the expiration of the applicable Feasibility Period, and (n) waives all contingencies except final approval of the "Government Approvals" (as defined in Section 6.1.4 below) and except obtaining leasing and/or sale commitments of not less than 75,000 square feet of retail and office uses as described in Section 7.1.5 below. 3.2.4 Termination of Agreement for Failure To Pay. If Developer does not satisfy the First Earnest Money Deposit or Second Earnest Money Deposit requirements and Developer thereafter fails to cure this default within three (3) days after receipt of written notice of the failure to deposit the necessary First Earnest Money Deposit or Second Earnest Money Deposit, or to convert the First Earnest Money Deposit promissory note to cash as required under Sections 3.2.1 and 3.2.3 above, then City shall have the right to terminate this Agreement pursuant to Section 2.4 above. ARTICLE IV: TITLE TO PROPERTY 4.1 Conveyance of Title to Property. Upon each closing, City shall execute and deliver to Developer a bargain and sale deed ("Deed") in the form attached hereto as Exhibit C KENT STATION PSA -16- conveying fee title to the applicable Parcel, subject to the Permitted Exceptions determined in accordance with Section 4.3 4.2 Title Insurance. On the closing date for each Parcel, City shall cause Chicago Title Insurance Company (the "Title Company") to issue to Developer an Extended Coverage Owner's Policy of Title Insurance (1970 Form B with 1984 modifications) (the "Takedown Parcel Title Policy"), with liability in the amount of the Initial or Remainder Parcel Purchase Price, as applicable, insuring good and marketable fee simple title in Developer to the Parcel being acquired against any loss or damage by reason of defects to City's title to the Parcel being acquired, other than the Permitted Exceptions determined in accordance with this Article IV. Developer may, at its sole cost and expense, request endorsements to the Parcel Title Policy, but the availability of such endorsements shall not be a condition precedent to closing 4.3 Title Review. The Title Company shall provide City and Developer with a preliminary commitment for the entire Property within ten (10) days after full execution of this Agreement ("Title Commitment"), together with complete copies of any exceptions identified in Schedule B thereof. The Title Company shall also issue an updated Preliminary Commitment for the Remainder Property Purchase Parcel within fifteen (15) days after Developer delivers a the Remainder Property Purchase Parcel Purchase Notice. Developer shall conduct its review of each Title Commitment in accordance with the following procedures: 4.3.1 Developer's Notice. Developer shall have thirty (30) days from the date of receipt of the Title Commitment for the Initial Takedown Parcel (which shows exceptions for the entire Property) to notify City of its approval or disapproval of each exception in Schedule B of the Title Commitment. Failure to deliver such notice by that date shall constitute Developer's approval of all exceptions in Schedule B. Developer shall have thirty (30) days from the date of receipt of the Title Commitment for each Remainder Property Purchase Parcel (which shows exceptions for the Remainder Property Purchase Parcel) to notify City of its approval or disapproval of each new exception in Schedule B of the Title Commitment from the exceptions shown in the Title Commitment for the Initial Takedown Parcel. Failure to deliver such notice by that date shall constitute Developer's approval of all exceptions in Schedule B. Developer shall not be entitled to disapprove the general exceptions or any exceptions created by or on the account of Developer. Covenants, conditions, restrictions, reservations, rights-of-way and easements presently of record or which were previously approved by or deemed approved by Developer with respect to either the Initial or Remainder Property Purchase Parcel(s), as applicable, the covenants described in Sections 5.2 and 11.1.9.3 and non-delinquent real estate taxes and special assessments and local improvement district assessments hereinafter levied against the Property shall be deemed Permitted Exceptions and shall not be objected to by Developer; provided, however, that City will instruct its appraiser(s) to consult with Developer in establishing the preliminary assessment for the Property with respect to any future local improvement district, and further provided that Developer shall have the same rights as any other contract vendee of property to object to the amount of any special assessment or local improvement district assessment and the City shall not challenge Developer's standing to raise such objections. Notwithstanding any other provision of this Agreement, City shall not record any mortgage or deed of trust against the Property which would not be released of record as of an applicable closing date without approval of Developer. Exceptions deemed approved pursuant to KENT STATION PSA -17- this Section 4.3.1 or not disapproved by Developer within the time period set forth above shall be "Permitted Exceptions." 4 3 2 City's Notice. City shall have ten (10) days after receipt of Developer's notification in which to notify Developer whether or not it elects to cure or remove any of the disapproved exceptions of which City receives timely notice pursuant to Section 4.3.1. City's failure to so notify Developer shall constitute City's election to not remove all such exceptions. City shall remove all exceptions it elects to remove on or before the applicable closing date. 4.3.3 Developer's Election. If City does not elect to remove all exceptions disapproved by Developer, Developer may, on or before the date by which the Purchase Notice is due for the Initial Takedown Parcel, elect to terminate this Agreement by written notice to City, in which event this Agreement shall automatically terminate, Developer shall receive a refund of any Earnest Money previously paid in cash pursuant to Article III above and neither party hereto shall have any further rights or obligations to the other under this Agreement. If Developer does not so elect to terminate this Agreement, disapproved exceptions that City has not elected to remove shall become Permitted Exceptions for the Initial Takedown Parcel and the Remainder Property Purchase Parcel 4.3.4 New Exceptions. The notice and response procedures of this Section 4.3 shall be repeated for any title exceptions of which Developer is first notified by the Title Company after the Permitted Exceptions for the Initial Takedown Parcel have been set pursuant to Sections 4.3.1 — 4.3 3 above, except that if the time period for delivery of any notice extends beyond the Remainder Property Purchase Parcel closing date, such notice and all subsequent notices shall be delivered on or before the applicable Remainder Property Purchase Parcel closing date. In addition, the Developer shall have five (5) days from receipt of City's response to Developer's disapproval of any new title exceptions to elect to take title subject to any new objected-to exceptions which City refuses to remove, or to terminate this Agreement by written notice to City in which event this Agreement shall automatically terminate. Developer shall receive a refund of any Earnest Money previously paid in cash pursuant to Article III above and not applied to the Initial Takedown Parcel or a Remainder Property Purchase Parcel closings, and neither party shall have any further rights or obligations to the other under this Agreement. 4.3.5 Title Not Insurable. If title is not insurable at the applicable Parcel closing subject only to the Permitted Exceptions determined in accordance with this Agreement, Developer may elect to proceed with the applicable Parcel closing despite such noninsurability thereby accepting any such matters as Permitted Exceptions or Developer may terminate this Agreement by written notice to City in which event this Agreement shall automatically terminate. Developer shall receive a refund of any Earnest Money previously paid in cash pursuant to Article III above and not yet applied to the Initial Takedown Parcel or a Remainder Property Purchase Parcel closings and neither party hereto shall have any further rights or obligations to the other under this Agreement. 4.4 Survey. Developer, at its sole cost and expense, shall cause an ALTA survey of the Property ("Survey") to be prepared and presented to Developer and City by the date of the Purchase Notice for the Initial Takedown Parcel. Developer and City shall thereafter have the KENT STATION PSA -18- same review rights and review time frames regarding the Survey as are set forth in Section 4.3 with respect to the review of title. The Survey shall be updated at Developer's expense within thirty (30) days after each Purchase Notice. Developer and City shall thereafter have the same review rights and review time frames regarding the Survey as are set forth in Section 4.3 with respect to review of title. ARTICLE V: OPERATION OF THE PROPERTY PENDING CLOSING 5.1 Operations Pending Closing. At all times before the closing of the Initial Takedown Parcel or the Remainder Property Purchase Parcel(s), as applicable, City shall have the right to manage, lease and operate the Property as it determines in its reasonable discretion, and shall have the right to retain all rents or other income paid in connection therewith;provided, however that (a) City shall not construct any buildings or install any other permanent improvements on the Property (other than the construction of the City Infrastructure Improvements) without the prior written consent of Developer, which consent shall not be unreasonably withheld and/or (b) City shall operate, manage, use or lease the Property in a manner that is consistent and compatible with the redevelopment, use and operation of that portion of the Property already purchased for redevelopment as part of the Kent Station Project pursuant to the Development Agreement and the MPD Any lease or other rental agreement shall provide that it may be terminated upon any sale of the applicable Parcel to Developer pursuant to this Agreement upon thirty (30) days notice without payment of any cancellation or termination fee. 5.2 Environmental Terms. Environmental investigations of the Property have revealed four areas where Hazardous Substances believed to have been released on the Property are or have been present in soil or groundwater over cleanup levels established under Washington's Model Toxics Control Act, Ch. 70.105D RCW ("MTCA"). In investigating such releases, site investigators detected Hazardous Substances in excess of MTCA unrestricted (Method B) soil cleanup levels in two locations, and Hazardous Substances in excess of Method B groundwater level in two others. Nitrates detected in soils due to releases associated with the former "southwest settlement pond," as described in the "Borden Chemical Facility Phase I1 Report," (URS, Nov. 2000) ("2000 Phase IF'), constitute one of the Environmental Concerns. Total petroleum hydrocarbons, bearing lube oil characteristics, believed to have been released as a result of vehicle storage on the southeast portion of the Property constitute another Environmental Concern. See `BNSF Property Phase II Environmental Site Assessment Report," (URS, July 2001). The two Environmental Concerns involving groundwater include the methanol detected in the vicinity of monitoring well ("MW") MW-10, and the nitrates detected in the vicinity of MW-7, all as described in the 2000 Phase II. Together these past releases and their respective affected areas are referred to as the Environmental Concerns. The City shall address the Environmental Concerns (and unused monitoring equipment) as follows: The City shall remove contaminated soil from two sites on the Property as outlined on the map annexed hereto as Exhibit D and will backfill the excavations to grade. Upon completion of the work, the City's environmental consultant will file a report with the Washington State Department of Ecology ("Ecology") confirming that the contaminated soil has been removed, a copy of which report will be provided to the Developer. The City will warrant that the soil has been removed as set forth in the environmental consultant's report and will pay all costs KENT STATION PSA -19- associated with such removal. In addition, the City will decommission all monitoring wells presently located on the Property and pay all costs associated therewith, with the exception of MW-7 and MW-10 The City shall have the right to enter upon such portions of the Property as necessary to enable the City to sample MW-7 for nitrates and MW-10 for methanol on a quarterly basis until such times as the levels of nitrate in MW-7 and the levels of methanol in MW-10 have been below residential clean up levels (MICA Method B) for four consecutive quarters, after which point in time the City shall have no further obligations to continue monitoring at MW-7 or MW-10, and shall have the right, but not the obligation, to decommission MW-7 and MW-10 at such time. The City will provide a copy of the monitoring results from MW-7 and MW-10 to the Developer upon request. In the event the location of either MW-7 or MW-10 would interfere with Developer's anticipated construction of improvements on the portions of the Property where either MW-7 or MW-10 is located, the City will, following Developer's purchase of such portion of the Property and upon request by Developer, relocate the monitoring well in question, at its cost and expense prior to the date Developer intends to commence construction of such improvement. The City will record a restrictive covenant against the Property prohibiting the use of groundwater from the Property for domestic drinking water purposes prior to the Initial Takedown Parcel Closing Date and Developer agrees that such covenant shall constitute a"Permitted Exception" within the meaning of Section 4.3 1 of this Agreement. The City will add the Developer, or other purchaser approved by the City, of all or any portion of the Property, to its environmental liability policy, as an additional insured, so long as the environmental liability policy remains in full force and effect, upon Developer or such approved purchaser's closing of a purchase of a portion of the Property and will use Its best efforts to add Developer's lenders, or equity participants to Its environmental liability policy as additional insureds upon such person's acquisition of a security interest in the Property or ownership interest in Developer, so long as the environmental liability policy remains in full force and effect, provided, however, City shall not be obligated to incur any cost or expense, including, but not limited to, the payment of any additional insurance premium in connection with such request. This obligation is personal to the Developer, a permitted assignee under Section 17.8.3 below, or the first purchaser of a portion of the Property and is not an obligation that otherwise runs with the land. In addition, the City shall defend, indemnify and hold harmless the Developer from any and all present or future claims asserted in writing against Developer by any third party (excluding contractual claims), to the extent relating to the Environmental Concerns, and any and all damages, loss, injury, liability, or costs, including fines, penalties and judgments and awarded attorneys' fees, incurred as a result of such claims (the "Environmental Indemnity"). The City's total liability for the Environmental Indemnity, including costs of defense, is limited to $200,000. The Environmental Indemnity shall terminate with respect to a Parcel acquired by Developer upon the sooner of: (I) two (2) years after Developer's acquisition of such Parcel; or (ii) six months after a certificate of occupancy has been issued for buildings located on such lot. In any event, this Environmental Indemnity shall terminate with respect to a particular Environmental Concern at such time as the City may obtain a no further action letter from the Washington State Department of Ecology regarding such Environmental Concern; provided, however, that the City shall continue to provide the Environmental Indemnity with respect to claims asserted against Developer before the expiration date (for which notice is promptly given to the City), subject to the limitation on liability stated above. Developer shall provide the City KENT STATION PSA -20- written notice of any claims subject to the Environmental Indemnity as soon as practicable, but in any case not later than fourteen days after receiving a claim. Except as set forth above with respect to the Environmental Concerns, the City has no obligation to perform any additional environmental remediation work on the Property or indemnify the Developer for environmental matters. The completion of the soil removal outlined above is a condition precedent to Developer's obligation to close the Initial Takedown Parcel; provided, however, the Developer or any other purchaser approved by the City will purchase the Property (including the Initial Takedown Parcel) on an "AS IS" basis and will release City from any liability for the presence of Hazardous Substances on the Property upon closing, which release will be set forth in the deed to the portion of Property so purchased. 5.3 Wetlands. The Kent Station Planned Action Supplemental Environmental Impact Statement, including the draft supplemental environmental impact statement dated April 23, 2002 and the final supplemental environmental impact statement dated July 8, 2002 (collectively, "SEIS") identified three isolated, degraded low quality on-site wetlands on the Property, consisting of a 1344 square foot category 2 wetland, a 206 square foot category 3 wetland and a 17,278 square foot category 2 wetland (City of Kent wetland classification). City obtained administrative approval from Ecology January 21, 2003 to its wetland mitigation plan for all 3 wetlands. City shall be responsible for mitigation, in the form of off-site compensation, for replacement and enhancement of the wetlands identified above. City shall indemnify and hold Developer harmless from any cost associated with such off-site mitigation measures. 5.4 Condition of Title. City agrees from and after the date hereof until the closing on the Initial Takedown Parcel or Remainder Property Purchase Parcel(s), as applicable, or the termination of this Agreement that it will not encumber the Property with any mortgage or deed of trust that will not be paid off or reconvened prior to closing of the Initial Takedown Parcel or the Remainder Property Purchase Parcel(s), as applicable; provided, however, that nothing contained herein shall preclude the City from consenting to the formation of a local improvement district in connection with the construction of any roadway, infrastructure or other mitigation measures that were identified in the PAO, the Mitigation Document annexed thereto or the SEIS or that are required to be constructed pursuant to the Development Agreement or the MPD. In the event City forms or consents to the formation of local improvement districts that include any portion of the Property covered by this Agreement, Developer shall have the same rights as any other contract vendee of property to object to the amount of any special assessment or local improvement district assessment, and the City shall not challenge Developer's standing to raise any such objections. ARTICLE VI: DEVELOPER'S CONDITIONS TO CLOSING 6.1 Initial Takedown Parcel. In addition to the conditions provided in other provisions of this Agreement, Developer's obligation to purchase the Initial Takedown Parcel is subject to the fulfillment prior to the Initial Takedown Parcel closing of each of the following conditions, each of which is for the benefit of Developer and any or all of which may be waived by Developer in writing at its option. The following conditions contained in this Section 6.1 are solely for the benefit of Developer. If any of the foregoing conditions are not satisfied, KENT STATION PSA -21- Developer shall have the right, at its sole election, to waive the condition and proceed with the purchase of the Initial Takedown Parcel or terminate this Agreement by written notice to City whereupon this Agreement shall automatically terminate, Developer shall receive a refund of the Earnest Money previously paid in cash pursuant to Article III above and neither party hereto shall have any further rights or obligations to the other under this Agreement. Developer's conditions to the Initial Takedown Parcel closing are. 6.1.1 Correctness of Representations and Warranties The representations and warranties of City set forth in this Agreement shall be true and correct on and as of the closing date with the same force and effect as if such representations and warranties had been made on and as of the closing date. City, by having closed the sale of the Initial Takedown Parcel, shall be deemed to have certified at closing that all such representations and warranties were true and correct on and as of the closing date. 6.1.2 Compliance by City. City shall have performed, observed, and complied with all of the covenants, agreements, obligations and conditions required by this Agreement to be performed, observed and complied with by it prior to or as of the Initial Takedown Parcel closing date. 6.13 Title Policy. Issuance of the Title Policy in accordance with Section 4.2 6.1.4 Government Approvals Obtained. The "MPD" (defined as the master planned development and subdivision approved by the City), the proposed Development Plan as determined to satisfy the MPD, and the Development Agreement for the Kent Station Project have been mutually approved by City and Developer, and all appeal periods related to those approvals have expired without an appeal having been filed, or, if an appeal has been filed, such appeal has been resolved. The approved MPD, proposed Development Plan and Development Agreement are hereinafter referred to collectively as the "Government Approvals." 6.1.5 Grading Permit. The City shall have issued a grading permit for the Initial Takedown Parcel. 6.1.6 City Improvements. The City will have designed and commenced construction of the City Infrastructure Improvements to mitigate traffic congestion and improve vehicular and pedestrian access and circulation within its downtown core consisting of the extension of 2° Avenue and improvements to 1"and 41h Avenues (as further described In Exhibit B), which public infrastructure improvements will be owned exclusively by the City. Developer acknowledges, understands and agrees that the City Infrastructure Improvements will be constructed in phases as set forth in Exhibit B and that City shall not be in breach of this condition so long as it is constructing the City Infrastructure Improvements in accordance with the schedule set forth in Exhibit B. 6.1.7 Condition of the Initial Takedown Parcel. City shall be in a position to deliver possession of the Initial Takedown Parcel at closing vacant and free of debris and trash, not subject to the occupancy and/or possession by any tenant, and not subject to any lease or rental agreement. KENT STATION PSA -22- 6.1.8 Environmental Work Completed. The City has completed the environmental work described in Section 5.2 above that relates to the Initial Takedown Parcel. 6.1.9 Lis Pendens or Litigation. No hs pendens shall have been recorded against the Property or litigation filed regarding this Agreement or the Property which would preclude the City from conveying clear title to the Initial Takedown Parcel (subject to the terms of Section 17.11). 6.1.10 Development Agreement. The Development Agreement has been executed by City and Developer and recorded. 6.1.11 CC&Rs. City has approved Developer's proposed covenants, conditions and restrictions for the Initial Takedown Parcel ("CC&Rs") which CC&Rs shall set forth certain covenants, conditions, and restrictions regarding the planning, design, development, use and operation of the Initial Takedown Parcel to ensure ongoing ownership, leasing, use, operation and management of the Initial Takedown Parcel consistent with its development as part of a high-quality mixed-use project that satisfies all of the terms, covenants and conditions of the MPD and Development Agreement. 6.1.12 Sound Transit Agreement. The Sound Transit Agreement is in full force and effect. 6.2 Remainder Property Purchase Parcel Closings. In addition to the conditions provided in other provisions of this Agreement, Developer's obligation to purchase a Remainder Property Purchase Parcel is subject to the fulfillment prior to the Remainder Property Purchase Parcel closings of each of the following conditions, each of which is for the benefit of Developer and any or all of which may be waived by Developer in writing at its option. The following conditions contained in this Section 6.2 are solely for the benefit of Developer. If any of the foregoing conditions are not satisfied, Developer shall have the right, at its sole election, to waive the condition and proceed with the purchase of the Remainder Property Purchase Parcel (or portion thereof, as applicable), or to terminate this Agreement by written notice to the City whereupon this Agreement shall automatically terminate, Developer shall receive a refund of the unapplied Second Earnest Money Deposit previously paid in cash pursuant to Section 3.2.2 closing and neither party shall have any further rights or obligations to the other under this Agreement. Developer's conditions to the Remainder Property Purchase Parcel closings are: 6.2.1 Correctness of Representations and Warranties. The representations and warranties of City stated in this Agreement shall be true and correct on and as of the Remainder Property Purchase Parcel closing date with the same force and effect as if such representations and warranties had been made on and as of the Remainder Property Purchase Parcel closing date. City, by having closed the sale of the Remainder Property Purchase Parcel, shall be deemed to have certified at the Remainder Property Purchase Parcel closing date that all such representations and warranties were true and correct on and as of the Remainder Property Purchase Parcel closing date. KENT STATION PSA -23- 6.2.2 Compliance by City. City shall have performed, observed, and complied with all of the covenants, agreements, obligations and conditions required by this Agreement to be performed, observed and complied with it by such Remainder Property Purchase Parcel closing date 6.2.3 Title Policy. Issuance of the Title Policy in accordance with Section 4.2. 6.2.4 Condition of the Property. City shall be in a position to deliver possession of the Remainder Property Purchase Parcel at closing vacant and free of debris or trash, not subject to the occupancy and/or possession by any tenant, and not subject to any lease or rental agreement. 6.2.5 Lis Pendens or Litigation. No lis pendens shall have been recorded against the Property or litigation filed regarding this Agreement or the Property which would preclude the City from conveying clear title to the Remainder Property Purchase Parcel (subject to the terms of Section 17.11). ARTICLE VII: CITY'S CONDITIONS TO CLOSING 7.1 Initial Takedown Closing. In addition to the conditions provided in other provisions of this Agreement and the Development Agreement, City's obligation to sell the Initial Takedown Parcel is subject to the fulfillment prior to Initial Takedown Parcel closing date of each of the following conditions, each of which is for the benefit of City and any or all of which may be waived by City in wnting at its option. The following conditions contained in this Section 7.1 are solely for the benefit of City. If any of the foregoing conditions are not satisfied, City shall have the right, at its sole election, to waive the condition and proceed with the sale of the Initial Takedown Parcel, or to terminate this Agreement, pursuant to Section 2.4 of this Agreement. City's conditions to the Initial Takedown Parcel closing are: 7.1.1 Compliance by Developer. Developer shall have performed, observed, and complied with all of the covenants, agreements, obligations and conditions required by this Agreement, the MPD, the PAO, the SEIS and the Development Agreement to be performed, observed and complied with by it prior to or as of the Initial Takedown Parcel closing date. 7.1.2 Correctness of Representations and Warranties. The representations and warranties of Developer stated in this Agreement and the Development Agreement shall be true and correct on and as of the Initial Takedown Parcel closing date with the same force and effect as if such representations and warranties had been made on and as of the Initial Takedown Parcel closing date. Developer, by having closed the sale of the Initial Takedown Parcel, shall be deemed to have certified at the Initial Takedown Parcel closing that all such representations and warranties were true and correct on and as of the Initial Takedown Parcels closing date. 7.1.3 Development Agreement. The Development Agreement has been executed by City and Developer and recorded. KENT STATION PSA -24- 7.1.4 Government Approvals Obtained. The Governmental Approvals have been obtained, and all appeal periods have expired without any appeals having been filed or, if any appeals were filed, such appeals have been resolved. 7.1.5 Leasing. Developer has provided City with evidence reasonably acceptable to City of the existence of executed leases and/or executed purchase agreements with prospective purchasers or developers affiliated with such prospective purchasers who represent to the City that such purchaser intends to own and occupy their respective improvements on a portion of the Initial Takedown Parcel (which shall constitute a separate legal lot and otherwise comply with the requirements of Section 2.1) for total retail and office uses (including Green River Community College) of not less than a total of seventy-five thousand (75,000) square feet for the Initial Takedown Parcel. 7.1.6 Financing for Acquisition of Initial Takedown Parcel and Construction of Initial Takedown Parcel Improvements. If requested by City in writing prior to the expiration of the Developer Feasibility Period, Developer has provided the City with evidence reasonably acceptable to City that it has a construction and/or development loan or a commitment from financially qualified investor(s) to provide equity funding in an amount sufficient to pay all construction and development costs to construct the buildings and improvements contemplated to be constructed on the Initial Takedown Parcel pursuant to Section 7.1.5 above. 7.1.7 Minimum Retail Uses. Developer has provided a Development Plan for the Initial Takedown Parcel including building layouts that meets all code requirements and that demonstrates that at least 90,000 square feet of ground floor retail space is planned for development on the Initial Takedown Parcel. 7.1.8 CC&Rs. City has approved the CC&Rs and they have been recorded against the Property. 7.1.9 No Bankruptcy. Neither Developer nor any of its members or managers (a) has applied for or consented to the appointment of a receiver, custodian or trustee for it or any of its property, (b) has become insolvent, (c) has failed generally or admitted in writing its inability to pay its debts as they become due, (d) has consolidated, liquidated or dissolved, (e) has filed a petition or action for relief relating to any federal or state bankruptcy, reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief of or relating to debtors, or (f) has made an assignment for the benefit of its creditors or entered into an agreement of composition with its creditors, nor (g) has a petition been filed by or against Developer or any of its members or managers under any federal or state bankruptcy, reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief of or relating to debtors. 7.1.10 Cross Easements. Developer shall have reserved, established and granted to and for the benefit of itself, future owners and occupants of space in the Property, their successors and assigns and their respective customers, invitees and employees, non—exclusive easements through each legal lot within the Property for (a) vehicular and pedestrian ingress and egress and for passage of motor vehicles including bicycles into, out of, on, over and across all to KENT STATION PSA -25- private streets, roadways, driveways, bicycle paths and sidewalks now or hereafter located on the Property, including but not limited to 2nd Place South, which shall connect with James Street on the north and Ramsay Way on the south, (b)parking of motor vehicles on all surface parking lots now or hereafter located on the Property which are developed with office, commercial, or retail use, (c) installation and maintenance of landscaping, and (d) installation, operation, maintenance and repair of water and storm water drainage systems or structures, including underground storm water detention vaults, water mains, sewers, water sprinkler systems, telephone, cable, fiber optic or electric conduits or systems, gas mains and other public and private utility lines, connections, hydrants, drains, meters and appurtenances thereto, which easements shall be in form and substance reasonably acceptable to City and recorded in the King County real property records prior to closing of the Initial Takedown Parcel. All utility systems, structures, mains, vaults, conduits, lines and other utility facilities (a) shall be installed and maintained below the ground level or surface of the Property, (b) shall be located within five (5) feet of the boundary of each legal lot constituting a part of the Property to the extent feasible, (c) shall not interfere with the use, occupancy or development of any parcel constituting a portion of the Property, or the occupancy of any parcel by any owner or occupant thereof, (d) shall not interfere with or diminish the usefulness, capacity or functionality of such utility services to any burdened owner's parcel, and (e) shall be constructed by Developer in compliance with all requirements of law, including, but not limited to, the MPD, the PAO, the SEIS and the Development Agreement. The burdened property owner shall have the right to relocate and adjust any utility easement at its sole cost and expense. These easements are reciprocal and there will be no further consideration paid or reimbursement of costs incurred for such easement rights,provided, however, that Developer shall be entitled to latecomer agreements to the extent allowed under the Development Agreement 7.1 11 Sound Transit Agreement. The Sound Transit Agreement is in full force and effect. The City will record a deed restriction against the Initial Takedown Parcel providing for reimbursement by Developer or any subsequent owner of the Initial Takedown Parcel to City for all of the operation and maintenance costs associated with the Sound Transit parking garage so long as the Sound Transit parking stalls are provided free to the public as described in Section 17.14 below. If alternate free parking is provided by the City pursuant to Section 17.14 below, the covenant shall provide that Developer shall pay the operation and maintenance costs for the substitute free parking and for the Sound Transit Garage but only to the extent either location is used by the customers of the Initial Takedown Parcel, all as more fully described in Section 17.14 below. 7.2 Remainder Property Purchase Parcel Closings. In addition to the conditions provided in other provisions of this Agreement and the Development Agreement, City's obligation to sell any Remainder Property Purchase Parcel is subject to the fulfillment prior to each Remainder Property Parcel closing of each of the following conditions, each of which is for the benefit of City and any or all of which may be waived by City in writing at its option. The following conditions contained in this Section 7.2 are solely for the benefit of City. If any of the foregoing conditions are not satisfied, City shall have the right, at its sole election, to waive the condition and proceed with the sale of the applicable Remainder Property Purchase Parcel, or to terminate this Agreement pursuant to Section 2.4 of this Agreement. City's conditions to the Remainder Property Purchase Parcel closings are: KENT STATION PSA -26- 7.2.1 Compliance by Developer. Developer shall have performed, observed, and complied with all of the covenants, agreements, obligations and conditions required by this Agreement, the MPD, the PAO, the SEIS and the Development Agreement to be performed, observed and complied with by it prior to or as of the applicable Remainder Property Purchase Parcel closing date. 7.2.2 Correctness of Representations and Warranties. The representations and warranties of Developer stated in this Agreement and the Development Agreement shall be true and correct on and as of the Remainder Property Purchase Parcel closing date with the same force and effect as if such representations and warranties had been made on and as of the Remainder Property Purchase Parcel closing date. Developer, by having closed the sale of the Remainder Property Purchase Parcel , shall be deemed to have certified at the Remainder Property Purchase Parcel closing that all such representations and warranties were true and correct on and as of the Remainder Property Purchase Parcel closing date 7.2.3 No Default Under Existing Financing. With respect to the Initial Takedown Parcel, Developer shall represent, or obtain an estoppel certificate from its lender(s) representing, that there is no default by Developer under the terms of any financing obtained by it in connection with the acquisition and development of any parcels still owned by Developer, nor has any event occurred that with the giving of notice, the passage of time, or both, would give such lender(s) under any such financing the right to declare a default thereunder, or to accelerate repayment of any indebtedness or to foreclose any mortgage or deed of trust against . any potion of the Property or exercise other remedies with respect to any portion of the Property. 7.2.4 Amendments to CC&Rs. City has approved amendments to the CC&Rs to include the Remainder Property Purchase Parcel as part of the affected land and such other amendments as may be reasonably required as a result of the proposed acquisition and development of the Remainder Property Purchase Parcel, which City approval shall not be unreasonably withheld or delayed. The CC&R's on the Property and all approved amendments thereto have been recorded. 7.2.5 Easements. Developer shall have reserved, established and granted to and for the benefit of itself, future owners and occupants of space in the Property, their successors and assigns and their respective customers, invitees and employees, non-exclusive easements for (a) parking on all surface parking lots located on the Initial Takedown Parcel and any Remainder Property Purchase Parcel previously acquired by Developer or any permitted transferee, which Parcels have been developed with office, commercial or retail buildings, (b) installation and maintenance of landscaping, and (c) installation, operation, maintenance and repair of water and storm water drainage systems or structures, including underground storm water detention vaults, water mains, sewers, water sprinkler systems, telephone, cable, fiber optic or electric conduits or systems, gas mains and other public and private utility lines, connections, hydrants, drains, meters and appurtenances thereto. Developer shall also amend any previous easements for vehicular and pedestrian ingress and egress to include private streets, roadways, driveways, bicycle paths and sidewalks proposed to be constructed on the Remainder Property Purchase Parcel and grant such other easements as may be reasonably required as a result of the proposed KENT STATION PSA -27- acquisition and development of the Remainder Property Purchase Parcel, which easements or amendments thereto shall first be approved by City, which approval shall not be unreasonably withheld or delayed. All utility systems, structures, mains, vaults, conduits, lines and other utility facilities (a) shall be installed and maintained below the ground level or surface of the Property, (b) shall be located within five (5) feet of the boundary of each legal lot constituting a part of the Property to the extent feasible, (c) shall not interfere with the use, occupancy or development of any parcel constituting a portion of the Property, or the occupancy of any parcel by any owner or occupant thereof, (d) shall not interfere with or diminish the usefulness, capacity or functionality of such utility services to any burdened owner's parcel, and (e) shall be constructed by Developer in compliance with all requirements of law, including, but not limited to, the MPD, the PAO, the SEIS and the Development Agreement. The burdened property owner shall have the right to relocate and adjust any utility easement at its sole cost and expense. These easements are reciprocal and there will be no further consideration paid or reimbursement of costs incurred for such easement rights, provided, however, that Developer shall be entitled to latecomer agreements to the extent allowed under the Development Agreement. Such easements shall be in form and substance acceptable to City, and shall be recorded in the King County real property records prior to the issuance of any certificate of occupancy for buildings constructed on the Initial Takedown Parcel or the Remainder Property Purchase Parcel, as applicable. 7.2.6 No Bankru tc . Neither Developer nor an of its members or managers P Y P Y g (a)has applied for or consented to the appointment of a receiver, custodian or trustee for it or any of its property, (b) has become insolvent, (c) has failed generally or admitted in writing its inability to pay its debts as they become due, (d) has consolidated, liquidated or dissolved, (e) has filed a petition or action for relief relating to any federal or state bankruptcy, reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief of or relating to debtors, or (f) has made an assignment for the benefit of its creditors or entered into an agreement of composition with its creditors, nor (g) has a petition been filed by or against Developer or any of its members or managers under any federal or state bankruptcy, reorganization, insolvency, moratorium or similar statute, or any other law or laws for the relief of or relating to debtors. 7.2.7 Minimum Retail Uses. Developer has provided a Development Plan for the Property to the City substantially in conformance with Exhibits G and G-1 attached hereto, including building layouts and parking stalls, that meets all code requirements and the MPD and that demonstrates that at least 195,000 square feet of ground floor retail space is proposed for the Property. 7.2.8 Financingfor or Acquisition of Remainder Property Purchase Parcel and Construction of Improvements. If requested by City in writing at least sixty (60) days prior to the Remainder Property Purchase Parcel closing date, Developer has provided the City with evidence reasonably acceptable to City that it has a construction and/or development loan or a commitment from financially qualified investor(s) to provide equity funding in an amount sufficient to pay for the Remainder Property Purchase Parcel. KENT STATION PSA -28- ARTICLE VIII: CLOSING Closing shall take place in the offices of Title Company, acting as escrow agent ("Escrow") and shall occur on a date agreed to by City and Developer on or before the dates set forth in Article II above. Developer and City shall place into Escrow all instruments, documents and moneys necessary to complete each sale in accordance with this Agreement. 8.1 Delivery to Escrow. On or before each closing date, the following documents and moneys shall be delivered to Escrow: 8.1.1 By City. Original documents and agreements, duly executed and acknowledged by City which shall include the following, without limitation: (a) the Bargain and Sale Deed; (b) a real estate excise tax affidavit; (c) FIRPTA Affidavit; (d) cross access, parking, landscaping and utility easements as may be required in connection with the Developer's acquisition of the Initial Takedown Parcel and/or other easements required in connection with the acquisition of any Remainder Property Purchase Parcel , as applicable; (e) any and all such other documents as may be required by the Title Company and as are consistent with the provisions of this Agreement; and (f) City's share of closing costs. 8.1.2 By Developer. Original documents and agreements, duly executed and acknowledged by Developer, which shall include the following, without limitation: (a) a real estate excise tax affidavit; (b) the applicable Purchase Price and Developer's share of closing costs; (c) CC&Rs required in connection with the acquisition of the Initial Takedown Parcel and/or amendments to the CC&Rs in connection with the acquisition of any Remainder Property Purchase Parcel, as applicable; (d) cross access, parking, landscaping and utility easements required in connection with the acquisition of the Initial Takedown Parcel and/or other easements required in connection with the acquisition of any Remainder Property Purchase Parcel, as applicable; and KENT STATION PSA -29- (e) any and all other documents and agreements as may be required by the Title Company and as are consistent with the terms of this Agreement. 8.2 City's Closing Costs. In connection with each closing, City shall pay the cost of the Title Policy with liability in an amount equal to the Purchase Price for the Parcel being purchased to the extent of the premium for standard owner's coverage, the real estate excise taxes, one-half of the escrow fees, and City's own attorneys' fees. 8.3 Developer's Closing Costs. In connection with each closing, Developer shall pay the cost of the Title Policy to the extent in excess of the premium for standard owner's coverage together with all endorsements to the Title Policy for the Parcel being purchased as requested by Developer, one-half the escrow fees, all recording fees, all of the Survey costs, all costs associated with Developer's financing including title premiums and recording costs and Developer's own attorneys' fees. Developer shall also pay the costs associated with any amendments to existing easements and CC&Rs. 8.4 Prorations. At closing, all current non-delinquent taxes, assessments and utilities shall be prorated as of 12.01 AM on the applicable closing date, based upon a 365-day year. ARTICLE IX: POSSESSION Developer shall be entitled to possession of the applicable Parcel on closing, free and clear of all liens, encumbrances and exceptions other than the Permitted Exceptions, and any liens, encumbrances or other exceptions arising through the actions of Developer or its agents, employees or consultants. City shall deliver the applicable Parcel free of any improvements and free of waste, rubbish, or debris. ARTICLE X: REPRESENTATIONS AND WARRANTIES OF CITY 10.1 Representations and Warranties of City City hereby represents and warrants, as of the Effective Date and as of each closing date, that: 10.1.1 Organization. City is a municipal,corporation, duly organized and validly existing and in good standing under the laws of the State of Washington. 10.1.2 Authorfty. Pursuant to City Council resolution No. adopted , 2004, the City Council authorized its Mayor to execute and deliver this Agreement on behalf of City. 10.1.3 Liti ag tion There is no litigation pending or, to City's knowledge, threatened in writing, against City before any court or administrative agency which might result in City being unable to consummate the sale of all or any portion of the Property pursuant to this Agreement. 10.2 Survival and Indemnification. All of the representations and warranties of City contained in this Article X shall survive the applicable closing dates for a period of two(2)years. KENT STATION PSA -30- ARTICLE XI: REPRESENTATIONS AND WARRANTIES OF DEVELOPER 11.1 Representations and Warranties of Developer. Developer hereby represents and warrants, as of the Effective Date and as of each closing date, that: 11.1.1 Organization. Developer is a limited liability company, duly organized and validly existing and in good standing under the laws of the state of Washington and is duly qualified to enter into and perform its obligations under this Agreement. 11.1.2 Authoriiy. Developer has full right, title, authority and capacity to execute and perform this Agreement and to consummate all of the transactions contemplated herein, and the individual(s) who on Developer's behalf execute and deliver this Agreement and all documents to be delivered to City hereunder are and shall be duly authorized to do so. 11.1.3 Consents or Approvals. No consent, approval, permission or authorization of any person with an ownership interest in Developer, or any of its managers or members or with a lien on any asset of Developer, its managers or members or holders of any indebtedness of Developer or any of its mangers, or members is necessary in connection with the execution, delivery and performance of this Agreement and the Development Agreement except as may have already been obtained by Developer, its managers or members and copies delivered to City. 11.1.4 No Violation. The execution, delivery or performance of this Agreement and the Development Agreement and the consummation of the transactions contemplated herein and therein and compliance with the terms and provisions hereof or thereof to be performed by Developer does not conflict with or result in a breach of any of the terms, conditions, or provisions of the certificates of formation or operating agreements of Developer or any of its members or of any requirement of law or constitute a default hereunder or thereunder. 11.1.5 Litigation. There Is no pending or threatened (in writing) litigation, tax claim, action or other proceeding or dispute of any nature whatsoever affecting Developer or any member or manager of Developer before any federal or state court, department, commission, board, bureau, public authority, arbitrator or government regulator which could have a material adverse effect on the ability of Developer or any of its members or managers to carry out its obligations under this Agreement or the Development Agreement. 11.1.6 Financing. As to the Initial Takedown Parcel only, Developer has obtained as of the closing date either a loan commitment from a financial institution to provide Developer with a construction and/or development loan or a commitment from financially qualified investor(s) to provide equity funding, in an amount sufficient to construct the buildings and other improvements described in Sections 7.1.5 and 7.1.7. 11.1.7 Nondiscrimination. 11.1.7.1 Nondiscrimination in Emnlovment. Developer shall not discriminate on the basis of race, color, sex, religion,national origin, creed, marital status, age or KENT STATION PSA -31- the presence of any sensory, mental or physical handicap in employment or application for employment. Developer shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations which prohibit discrimination These laws include, but are not limited to, Chapter 49.60 of the Revised Code of Washington, and Titles VI and VII of the Civil Rights Act of 1964. 11 1.7.2 Nondiscrimination in Leasing and Use of the Properly. Developer will not and shall incorporate provisions into its leases with tenants which state that such persons shall not discriminate against or segregate any person or group of persons, on the basis of race, color, creed, religion, political ideology, age (except legitimate minimum age and retirement provisions), sex, marital status, sexual orientation, national origin, veteran status or the presence of any sensory, mental or physical handicap in the sale, lease, sublease, transfer, use, occupancy,tenure or enjoyment of all or any portion of the Property. 11.1.8 No Land Speculation. Developer represents and agrees that the Property will be used for the purpose of timely redevelopment as set forth in the Development Agreement and not held by Developer for speculation in landholding. For purposes of this Agreement, "Land Speculation" is defined as Developer acquiring a parcel and Developer not commencing construction within twelve (12) months for the Initial Takedown Parcel or according to the schedule in Section 17.8.6 for the Remainder Property Purchase Parcel(s), as applicable, which failure to commence construction is not due to an act of Force Majeure. Force Majeure shall mean strikes, riots and judicial actions by federal or state governmental agencies that enjoin construction on the Property, acts of God, war or acts of terrorism. Developer understands and agrees that City would not have entered into this Agreement but for this representation and that the following factors and the qualification and expertise and experience of Developer and its members in the development of real property are of particular concern to the community and the City. (a) The importance of the redevelopment of the Property to the general welfare of the community; (b) The adoption by the City of the Planned Action Ordinance and the SEIS for the Kent Station Project; (c) The fact that the each Parcel of the Property is not to be acquired or used for Land Speculation, but only for development in accordance with this Agreement and the Development Agreement; (d) The reliance by the City upon the unique qualifications and ability of the Developer to serve as the catalyst for development for the Property; and (e) The fact that there will be no change in ownership or control of the Developer or any member or any manager therein, nor any transfer of all or any portion of the Property by Developer except as provided in section 17.8 of this Agreement, without the prior written consent of City, which consent may be withheld by City in its sole and absolute discretion. KENT STATION PSA -32- 11.1.9 Job Creation, Monitoring and Documentation. 11.1.9.1 Community Development Block Grant Requirements. Developer acknowledges that City acquired a part of the Property with proceeds of a United States Department of Housing and Urban Development Community Development Block Grant (CDBG) float loan from King County ("Lender") which requires that the City, any private developer, such as Developer who acquires all or any portion of the Property and all subsequent owners of the Property comply with the following CDBG regulations for job creation and retention: (1) at least 51% of the permanent full-time equivalent jobs created by the development of the Kent Station Project shall be held by persons from low and moderate income households, defined by HUD as households with annual incomes less than 80% of the area median, and (2) a minimum of 258 total permanent full-time equivalent jobs be created on or before June 13, 2014. 11.1.9.2 Job Creation Summary Form. City, Developer and any subsequent owners of all or any portion of the Property shall provide letters to tenants requesting each tenant to provide documentation regarding the specific job titles and number of permanent full-time equivalent jobs to be created and the household size and annual household income of persons subsequently hired for those jobs. The information shall be provided in a format approved by Lender. King County Job Creation Summary Form and King County Employee Verification Form, copies of which are attached hereto as Exhibits E and F, respectively, and by this reference incorporated herein are the currently acceptable formats. City, Developer and any subsequent owners of all or any portion of the Property shall use HUD income guidelines in effect at the time of hiring, which income guidelines shall be obtained from Lender. Developer shall not be in default under this Agreement if Developer has provided such letters to its tenants requesting such documentation and has provided tenants with the applicable King County forms together with a postage prepaid envelope addressed to City. 11.1.9.3 Covenant Running with the Land. The requirements set forth in Sections 11.19.1 and 11.19.2 above shall constitute a covenant running with the land which affects the Property and shall be set forth in a covenant in favor of Lender, which covenant shall be in form and substance satisfactory to Lender. Such covenant shall be recorded in the real property records of King County, Washington upon execution of this Agreement. Such covenant shall terminate, with the prior written consent of Lender, upon completion of the Kent Station Project on the Property as defined in the Loan Agreement between City and Lender. 11.1.9.4 Specific Performance of Covenant. Developer acknowledges that City will be irrevocably damaged in the event of a breach of the covenant described in Section 11.1.9.3 and agrees that City shall be entitled to pursue all rights and remedies at law and in equity under this Agreement, including, without limitation, specific performance of the obligations of Developer under the covenant and City shall have the right to contact Developer's tenants and the employees of Developer's tenants directly to obtain the necessary information and documentation. KENT STATION PSA -33- 11.2 Survival. All of the representations and warranties of Developer contained in this Article XI shall survive each applicable closing date for a term of two (2) years (with the exception of the representations set forth in Sections 11.1.7 and 11.1.9). ARTICLE XII: ENVIRONMENTAL CONDITION OF PROPERTY Developer has been allowed to make an inspection of the Property and has knowledge as to the past use of the Property and is aware of the condition of the Property. DEVELOPER ACKNOWLEDGES THAT, SUBJECT TO THE TERMS OF SECTION 5.2 ABOVE, DEVELOPER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS. INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER FROM CITY AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the Property and any defects thereof, the presence of any Hazardous Substances, wastes or contaminants, in, on, about, within or under the Property or any subsurface strata or groundwater, the condition or existence of any of the above ground or underground structures or improvements in, on or under the Property, the condition of title to the Property and the easements or other agreements affecting the Property. Developer is aware of the risk that Hazardous Substances and contaminants may be present on the Property and indemnifies, holds harmless and hereby waives, releases and discharges forever City from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments and attorneys' fees arising from or in any way related to the condition of the Property or the alleged presence, use, storage, generation, manufacture, transportation, release, leak, spill, disposal or other handling of any Hazardous Substances or contaminants in, on, about, within or under the Property or any subsurface strata or groundwater, subject, however to the City's obligations under Section 5.2 above. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the City's remaining property or the operations of the City on Its remaining property to be in compliance with the requirements of any Environmental Law, (c) losses for injury or death to any person, and (d) losses arising under any Environmental Law enacted after transfer of the Property from City to Developer. The rights of City under this Article XII shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this Agreement, the bargain and sale deed(s) transferring title to the Property or otherwise. This indemnity specifically includes the obligations of Developer to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency covering any Hazardous Substances or contaminants on the Property; subject, however, to City's obligations under Section 5.2 above. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order,judgment, decree, injunction or common law pertaining in any way to the . protection of human health or the environmental including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation KENT STATION PSA -34- and Liability Act, the Toxic Substance Control Act, the Model Toxics Control Act and any similar or comparable federal, state or local law. The term "Hazardous Substance" means any hazardous substance, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes, without limitation, petroleum oil and any of its fractions. These representations, releases, warranties and indemnities, as well as those set forth in Article V, shall survive each closing. ARTICLE XIII: NOTICES Wherever in this Agreement notice is required to be given, such notice shall be in writing, addressed to the person entitled to such notice, and shall be sent by either (i) personal service, (ii) recognized overnight express service which customarily maintains a contemporaneous permanent delivery record, or (iii) fax transmission, to the fax number of such person as set forth in this Agreement, or such other fax number as is designated in writing from time to time. The notice shall be deemed delivered on the earlier of(I) the date of actual delivery by personal service, (ij) the delivery date as shown in the regular business records of the overnight courier service, or (iii) the date of actual receipt by the recipient, as the case may be. A copy of each notice shall be sent to: If to City: CITY OF KENT 220 Fourth Avenue Kent, WA 98030 Attn: City Clerk Fax: (253) 856-6725 with a copy to: CITY OF KENT 220 Fourth Avenue Kent, WA 98030 Attn: City Attorney Fax: (253) 856-6770 If to Developer: KENT STATION LLC c/o Tarragon L.L.C. Attn: Joseph D. Blattner 1000 Second Avenue, Suite 3200 Seattle, WA 98104 Fax: (206) 233-0260 KENT STATION PSA -35- With a copy to: Jameson Babbitt Stites & Lombard, PLLC 999 Third Ave., Suite 1900 Seattle, WA 98104 Attn: Anne DeVoe Lawler Fax: (206) 292-1995 ARTICLE XIV: BROKERAGE COMMISSIONS Each party represents to the other that no brokerage commission, finder's fee, acquisition fee or like payment arises through such party with regard to the sale of the Property by City to Developer pursuant to this Agreement Developer shall be responsible for payment of all brokerage commissions, finder's fees, acquisition fees or other like payments which anse in connection with the lease of all or any portion of the Property or any subsequent sale of all or any portion of the Property by Developer to any person. Each party shall defend and indemnify the other party and hold the other party harmless from and against any claim, liability, loss or expense for any brokerage commission, finder's fee, acquisition fee, or like payment asserted against the indemnified party arising out of any agreement entered into by the indemnifying party in connection with this Agreement, or otherwise arising through the indemnifying party. The obligations of the parties under this Article XIV shall survive the applicable closing dates ARTICLE XV: DAMAGE OR CONDEMNATION PRIOR TO CLOSING In the event that prior to any closing date, the Property is destroyed or materially damaged, or if condemnation proceedings are threatened against a material portion of the Property, either party shall have the right by giving written notice of such decision to the other within fifteen (15) business days after receiving written notice from City of such damage, destruction or condemnation proceedings to terminate this Agreement, in which event this Agreement shall automatically terminate, all Earnest Money previously paid in cash pursuant to Article III above and not applied to previous Parcel closings will be returned to Developer, all work product prepared by or on behalf of Developer for development of the Kent Station Project shall immediately and without payment of additional consideration be assigned to City, and neither party shall have any further rights or obligations to the other under this Agreement. Upon termination of this Agreement Developer will thereafter have no rights to purchase any remaining portions of the Property. If neither party elects to terminate this Agreement, the Agreement shall remain in full force and effect, Developer shall accept the Property in its then condition and state of repair, the applicable Purchase Price shall not be affected thereby and all proceeds of insurance or condemnation awards payable to City by reason of such damage, destruction or condemnation, if any, shall be paid or assigned to Developer upon closing. In the event Developer elects to complete the purchase of the Property, it is expressly agreed that City shall have no obligation to repair or restore same Notwithstanding anything to the contrary set forth herein, any damage to the Property prior to the applicable closing as a result of Developer's inspections shall be the responsibility of Developer, and City shall have no obligation to repair it. KENT STATION PSA -36- ARTICLE XVI: DEFAULT AND REMEDIES 16.1 Developer's Remedies. In the event of a default by City of any of its covenants, representations, warranties or other agreements set forth in this Agreement, which default is not cured within ten (10) days after the City's receipt of written notice of default, Developer may elect (i) nevertheless to proceed with the purchase of the applicable Parcel, and to pursue specific performance of this Agreement, or (ii) to terminate this Agreement by written notice to City delivered prior to the applicable closing date in which event this Agreement shall automatically terminate, Developer shall recover as its sole and exclusive remedy all Earnest Money paid in cash pursuant to Article III above which have not previously been applied to previous Parcel closings as agreed upon liquidated damages, and the Developer waives any other rights or remedies available to it at law or equity. The parties agree that the damages that would be incurred by Developer in such event would be difficult or impossible to determine with precision and that the amount of the cash Earnest Money is reasonable in light of such difficulty or impossibility and the nature of the Property. Upon such termination and payment of the unapplied cash Earnest Money the parties shall have no further rights and obligations to the other under this Agreement. 16.2 City's Remedies. Notwithstanding anything herein to the contrary, in the event of a default by Developer under this Agreement or the Development Agreement, which default is not cured within ten (10) days after Developer's receipt of written notice of such default, City shall be entitled to terminate this Agreement by written notice to Developer, whereupon all Earnest Money previously paid in cash pursuant to Article III above, and not applied to previous Parcel closings will be forfeited to City and all work product prepared by or on behalf of Developer for development of the Kent Station Project (which product is not proprietary and which product is in Developer's possession) shall immediately and without payment of additional consideration, be assigned to City and neither party shall have any further rights or obligations to the other under this Agreement. If the City elects to terminate the Agreement the parties agree that the damages that would be incurred by the City in the event of Developer's default would be difficult or impossible to determine with precision and that the amount of the cash Earnest Money is reasonable in light of such difficulty or impossibility. Alternatively, the City may pursue specific performance of the obligations of Developer under Sections 2.2, 5.2, 11.1.7 and 11.1.9 of this Agreement. Upon termination of this Agreement, Developer will thereafter have no rights to purchase any remaining portions of the Property. ARTICLE XVII: MISCELLANEOUS 17.1 Attorneys' Fees. Each party will be responsible for payment of the legal fees of its counsel in the event of any litigation, arbitration or other proceeding brought to enforce or interpret or otherwise arising out of this Agreement. 17.2 Counterparts: Fax. This Agreement may be executed in one or more identical counterparts, each of which shall constitute an original and all of which shall constitute but one original and may be delivered by fax transmission. KENT STATION PSA -37- 17.3 Entire Agreement. This Agreement, the Development Agreement, the MPD, the PAO and the SEIS and the exhibits attached to any of the foregoing documents constitute the entire understanding between the parties hereto with respect to the transactions contemplated herein or therein, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into such agreements. 17.4 Modification. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except as expressly provided herein or by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termmation is sought. 17.5 Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington, and the parties agree that venue shall lie exclusively in King County Superior Court The parties hereto consent to the jurisdiction of the King County Superior Court and waive the right to file suit elsewhere. 17 6 WAIVER OF JURY TRIAL. CITY AND DEVELOPER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING OUT OF THIS AGREEMENT, OR THE DEVELOPMENT AGREEMENT, WHETHER NOW OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE AND HEREBY CONSENT AND AGREE THAT ANY SUCH CLAIM SHALL BE DECIDED BY TRIAL WITHOUT A JURY. EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER AND AGREEMENT CONTAINED HEREIN. 17.7 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. 17.8 Restrictions on Transfers of Interest in Developer or Assignment of this Agreement. 17.8.1 Personal Services Contract. Developer acknowledges that City is relying upon the personal knowledge, expertise and experience of the Developer, its member Tarragon L.L.C., and its respective principals, Joseph Blattner and Michael Corliss, in entering into this Agreement and the Development Agreement. Developer further acknowledges that Its rights under this Agreement and the Development Agreement may not be sold, transferred, conveyed, assigned, encumbered or pledged, in whole or in part, voluntarily or involuntarily, or by operation of law, nor may Developer delegate or assign Its duties and obligations under this Agreement or the Development Agreement except as set forth in this Section 17.8 without the prior written consent of the City, which consent may be withheld by City in its sole and absolute discretion. 17.8.2 Restrictions on the Transfer of Interests in Developer. At all times during the term of this Agreement, Developer may sell, transfer, convey or assign interests in Developer and any member in Developer so long as Tarragon L.L C. or Joseph Blattner and/or Michael Corliss individually or collectively have at least a twenty percent (20%) ownership interest in KENT STATION PSA -3 8- Developer and at least one of Joseph Blattner or Michael Corliss has a material and active involvement in the ongoing management and development of the Kent Station Project. 17.8.3. Permitted Assignees. Developer shall have the right to assign all or a portion of the Agreement to single asset limited liability company entities so long as Tarragon L.L.C. or Joseph Blattner and/or Michael Corliss individually or collectively holds at least a 20% ownership interest in each such assignee, and at least one of Joseph Blattner or Michael Corliss has a material and active involvement in the ongoing management and development of the Kent Station Project Any such assignee shall be defined to be a"Permitted Assignee". 17.8.4 Limitations on Sale of Property. Except as otherwise set forth in this Agreement, Developer shall not sell, transfer, convey, or assign, voluntarily, involuntarily, by operation of law or otherwise: all or any portion of the Property previously acquired by Developer pursuant to this Agreement, to any person other than a Permitted Assignee pursuant to Section 17.8.3 above without the prior written consent of City, which consent may be withheld by City in its sole discretion, until Developer has satisfied the following conditions: 17.8.4.1 Sale of Vacant Land. (a) Sale of Vacant Land to User/Purchaser. If, prior to June 30, 2007, Developer determines that it wants to dispose of all or part of the Initial Takedown Parcel or any portion of the Remainder Property Purchase Parcel(s) which Developer has already purchased to a user/purchaser after Developer has purchased the land from the City (each, a "Resale Parcel"), which land is "Vacant" (as hereinafter defined), then Developer must provide written notice to City of its intention to dispose of the Resale Parcel ("Resale Notice"). Developer thereafter may sell a portion of a Vacant Initial Takedown Parcel or any Remainder Property Purchase Parcel(s) to any user/purchaser (or developer affiliated with such person) if Developer and such user/purchaser represent to City at the time of closing that such user/purchaser intends to develop, own and occupy its respective improvements on the Parcel (which shall constitute a separate legal lot and otherwise comply with the requirements of Sections 2.1 and 2.2). In such event, and if the closing occurs prior to June 30, 2007, Developer shall cause to be paid to City out of closing proceeds a sum equal to 50% of the net sales proceeds. Net sales proceeds are defined to be consideration per square foot received in excess of the per square foot price paid by Developer to the City for the property sold, less all reasonable and customary planning, permitting and construction costs actually incurred by Developer and supported by invoices, in making improvements specific for the Parcel (or portion thereof, as applicable), and to close such sale (such as brokerage commissions related to the sale, title issuance, survey costs, excise tax and escrow fees). After June 30, 2007, the Developer shall have the right to sell to user/purchaser without splitting the proceeds with the City. In any sale, all user/purchasers shall be bound by the MPD, Development Agreement, the CCR's to be recorded against the property, and all other covenants herein regarding the development of the Parcels. For purposes of this Section 17.8, "Vacant Land" refers to legal lots which (I)have not been developed beyond infrastructure improvements or surface parking and (ii) do not contain parking that is required by the City code for existing uses in the Kent Station Project. KENT STATION PSA -39- (b) Sale of Vacant Land to Developer. If the Developer intends to sell and if the sale of a Vacant Land is to a non-user purchaser (i.e. another developer), and if the sale is to occur before the later to occur of(i) June 30, 2010 or (ii) the date by which Developer has Commenced Construction (as defined in Section 2.3) of 200,000 square feet of building improvements (which square footage must include at least 130,000 square feet of retail building improvements), then the City shall have the right to repurchase all of the remaining Vacant Land then owned by Developer at the price per square foot paid by Developer to City for such Vacant Land plus the allocable cost of any infrastructure improvements already made to the Vacant Land by Developer (i.e roads, sidewalks, landscaping and utilities) City shall provide written notice to Developer within ninety (90) days following receipt of Developer's wntten notice of intent to sell property of the City's intent to purchase or not purchase the property. If City notifies Developer of its intent to purchase, then the sale shall close within 120 days after the date of the City's notice. If the sale of Vacant Land is to a non-user purchaser, and if the sale is to occur after the trigger date noted in the preceding sentence but before June 30, 2014, then Developer shall grant the City a right of first refusal on such offer. The City shall have 30 days in which to exercise this right of first refusal by written notice to Developer. If the right of first refusal is exercised, the transaction shall close according to the terms of the offer provided the closing will be no later than 120 days after the City exercises it's right of first refusal. If the City does not so timely exercise its right of first refusal or right to repurchase, and if the Developer's proposed sales transaction thereafter fails to close within twelve (12) months from the earlier of (i) the date of the City's notice that it does not intend to exercise its right of first refusal or right of repurchase, as applicable, or (n) the expiration of the period for the City to exercise its right of first refusal or right to repurchase, then in such event, the City's right of first refusal and right of repurchase shall revive. The right of first refusal and right to repurchase shall terminate on June 30, 2014. In any such sale, the non-user purchaser shall be bound by the MPD, Development Agreement, and all covenants herein regarding the development of the Parcels 17.8.4.2 Sale of Improved Property. If Developer determines that it wishes to dispose of all or part of the Initial Takedown Parcel improved with buildings ("Improved Initial Parcel") then it must have certificates of occupancy for at least seventy-five thousand (75,000) square feet of retail and office uses, including the cinema with respect to the Improved Initial Parcel and must have completed or be Constructing at least 75,000 square feet of improvements within the Remainder Property Purchase Parcel(s) at the time of the closing of the sale of the Improved Initial Parcel. 17.8.5 Right to Purchase. If the Developer has not Commenced Construction on the Initial or Remainder Property Purchase Parcel(s) according to the schedule in Section 17.8.6 below, then the City shall have the right to purchase from Developer all or any Vacant Land already purchased by Developer where Construction has not Commenced (the "Repurchase Parcel") at the per square foot price paid by Developer to City for the Repurchase Parcel plus the allocable cost of any infrastructure improvements already made to the Repurchase Parcel by Developer (i.e. roads, sidewalks, landscaping and utilities). City shall provide written notice to the Developer within ninety (90) days following expiration of the dates in Section 17.8.6 below, as they may be extended pursuant to Section 17.8.7 below, of the City's intention to purchase the Repurchase Parcel and must close on the purchase within one hundred twenty (120) days KENT STATION PSA -40- following delivery of such notice to Developer or its right to purchase the Repurchase Parcel terminates. 17.8.6 Development Timetable for Acquisition and Development of Parcels. The Developer must acquire Parcels and commence construction of at least the following minimum square footage by the dates set forth below: Remainder Parcel Development Total Development Total Retail Purchase Deadlines* Performance Square Footage Development Square Deadline (cumulative)** Footage (cumulative)*** June 30, 2004 June 30, 2005 75,000 square feet 0 June 30, 2006 June 30, 2008 150,000 square feet 110,000 square feet June 30, 2008 June 30, 2010 200,000 square feet 130,000 square feet June 30, 2010 June 30, 2012 250,000 square feet 140,000 square feet June 30, 2012**** June 30, 2014 300,000 square feet 150,000 square feet * Remainder Parcel Purchase Deadlines are those dates by which Developer must purchase sufficient land (as demonstrated by a submission of a Development Plan in accordance with Section 2.2) to support the construction of the corresponding Total Development Square Footage required by the corresponding Development Performance Deadline. ** Total square footage (cumulative) refers to square footage of any and all types of uses allowed under the MPD, which square footage is either under construction or has been constructed by applicable date in Column 2. *** Total retail square footage (cumulative) is that portion of the square footage in column 4 which must be retail square footage (which includes a cinema) for which Construction has Commenced or Construction of buildings has been completed by the applicable date in Column 2. For example, if by January 1, 2007, Developer has constructed a total of 180,000 square feet, of which 130,000 square feet are retail, then Developer will have met the overall square footage requirement for and through June 30, 2008, and the overall retail square footage requirement for and through June 30, 2010. KENT STATION PSA _41- ****All of the Remainder Property must be purchased by this date. 17.8.7 Extension Fees. The Developer may extend each of the applicable Development Performance Dates (with the exception of June 30, 2005) in Section 17 8 6 by 12 months by paying an extension fee equal to $0.375 per square footage for the applicable deadline (collectively referred to as the "Extension Fees"). 17.9 Non-Waiver of Governmental Rights Nothing contained in this Agreement shall require the City to take any discretionary action relating to development of improvements to be constructed on the Property as part of the Kent Station Project, including, but not limited to, approval of the MPD, zoning and land use decisions, permitting or any other governmental approvals. 17.10 Survival of Provisions. Except as otherwise expressly provided herein, the covenants, representations, agreements, terms and provisions contained herein shall survive the applicable closings and shall not be deemed to have merged with or into the deeds. 17.11 Time. 17.11.1 Time is of the Essence. Time is of the essence of this Agreement and of each covenant and agreement that is to be performed at a particular time or within a particular period of time. However, if the final date of any period which is set out in any provision of this Agreement or the applicable closing date falls on a Saturday, Sunday or legal holiday under the laws of the United States, or the State of Washington, then the time of such period or the closing date, as the case may be, shall be extended to the next date which is not a Saturday, Sunday or legal holiday. 17.11.2 Legal Actions. In the event an injunction is issued by a court of competent Jurisdiction which prevents a party from performing an obligation under this Agreement, or in the event that a lis pendens is filed against the Property or litigation in filed by a third party which involves the Property or this Agreement, then in any such event any time periods set for each parry's performance shall be extended until the date such injunction is dissolved, any Its pendens is quashed and any such litigation is resolved with all appeal periods having been exhausted. City shall use reasonable efforts to address and resolve such matters so that they are not matters of record within five (5) years from the date such matters arise, provided, however, that City shall not be required to pay money, settle such claim or post a bond. Developer agrees to cooperate with the City in resolving these matters, provided that the Developer shall not be required to pay any money. 17.11.3 End of the Tolling Period for Purchase of Initial and/or Remainder Property Purchase Parcels. 17.11.3.1. Initial Takedown Parcel. Notwithstanding anything to the contrary set forth herein, if the legal actions referred to in Section 17.11.2 arise or are in place after June 15, 2004, and if Developer has deposited its Earnest Money into escrow, then in such event, the KENT STATION PSA -42- tolling period for the legal actions shall end at the earlier of the resolution of the legal actions as described in Section 17.11.2 above or June 30, 2005 (subject to Subsections (a) and(b)below). (a) If the legal actions are still pending as of June 30, 2005, and If as of that date the MPD has not been changed substantially and Developer has met the leasing requirements in Section 7.1.5 above, then in such event Developer must elect to waive the legal action as a condition precedent to closing, and close the transaction of the Initial Takedown Parcel by August 31, 2005, or terminate the agreement in writing no later than July 15,2005. In the event of termination by Developer pursuant to this Section 17.11.3.1(a), Developer shall forfeit the Initial Earnest Money Deposit and any applied portion of the Second Earnest Money Deposit, but shall be entitled to the return of any unapplied portion of the Second Earnest Money Deposit. (b) If, on the other hand, the legal actions are still pending as of June 30, 2005 and Developer either cannot the meet the leasing requirements in Section 7.1.5 above or the MPD has changed substantially, then in either event Developer must elect to waive the legal actions as a condition precedent to closing, and close the transaction regarding the Initial Takedown Parcel by August 31, 2005, or terminate the agreement in writing no later than July 15, 2005. In the event of termination by Developer pursuant to this Section 17.11.3.1(b), Developer shall be entitled to receive a refund of all of Its Eamest Money deposits. 17.11.32. Remainder Property Purchase Parcels Notwithstanding anything to the contrary set forth herein, if the legal actions referred to in Section 17.11.2 anse or are in place after the date Developer has given a Remainder Property Purchase Parcel Purchase Notice, and if Developer has deposited all required Earnest Money into escrow, then in such event, the tolling period for the legal actions shall end at the earlier of the resolution of the legal actions as described in Section 17.11.2 above or twelve (12) months after the closing date for the applicable Remainder Property Purchase Parcel (subject to Subsections (a) and (b) below). (a) If the legal actions are still pending as of the twelfth (121h) month, and if as of that date the MPD has not been changed substantially and Developer has met the leasing requirements in Section 7.1.5 above for the applicable Remainder Property Purchase Parcel, then in such event Developer must elect to waive the legal action as a condition precedent to closing, and close the transaction of the Remainder Property Purchase Parcel, or terminate the agreement in writing no later than the end of the thirteenth (13'h) month. In the event of termination by Developer pursuant to this Section 17.11.3.2(a), Developer shall forfeit the Initial Earnest Money Deposit and any applied portion of the Second Earnest Money Deposit, but shall be entitled to the return of any unapplied portion of the Second Earnest Money Deposit. (b) If, on the other hand, the legal actions are still pending as of the end of the twelfth (12'h) month and Developer either cannot the meet the leasing requirements in Section 7.1.5 above or the MPD has changed substantially, then in either event Developer must elect to waive the legal actions as a condition precedent to closing, and close the transaction regarding the Remainder Property Purchase Parcel, or terminate the agreement in writing no later by the end of the thirteenth (13'h) month. In the event of termination by Developer pursuant to KENT STATION PSA -43- this Section 17.11.3.2(b), Developer shall be entitled to receive a refund of all of its Earnest Money deposits. 17.11.4 End of Tolling Period After Purchase of Parcels. If the legal actions referred in Section 17.11.2 above arise or are in place after Developer has purchased any of the Parcels, and if Developer can reasonably demonstrate to the City that such legal actions are preventing Developer from securing commercially reasonable construction financing, then in such event, Developer's obligations under Section 17.8 above shall be tolled until the earlier to occur of the resolutions of the legal actions described in Section 17.11.2 above or thirty (30) months after the applicable closing date for the respective Parcels. 17.12 Exhibits The Exhibits hereto are made a part of and incorporated into this Agreement. 17.13 Further Acts. The parties shall execute and deliver such further instruments and documents, and take such other further actions, as may be reasonably necessary to carry out the intent and provisions of this Agreement. 17.14 Sound Transit Parking Fees. If at any time within the cinema lease term negotiated with the owner, but not to exceed 40 years following the Initial Takedown Parcel closing date, Sound Transit commences charging for parking within the Sound Transit Parking Garage, City agrees to provide an equal number of public parking spaces within or adjacent to the boundaries of the PAO south of James Street (the location of which is subject to Developer's prior reasonable approval) which shall be available without charge to members of the public after 12 noon so long as the cinema owner, operator or tenant is operating a multiplex theatre in accordance with the terms of its lease and there is no uncured default under its lease. In addition, and from the time Sound Transit commences charging for parking and until the date upon which the City decides to and does make alternate free parking available, the City shall develop a voucher system whereby the City will have responsibility for all parking fees charged by Sound Transit to cinema patrons who park in the Sound Transit Parking Garage. The City's responsibility to provide such additional public parking or vouchers set forth above shall automatically terminate upon the earlier of: (a) the termination of the cinema tenant lease in accordance with its terms, whether upon expiration of the term thereof, as a result of a default thereunder by tenant or otherwise, unless Developer releases the cinema to another cinema operator within 365 days from the termination of the earlier cinema lease; or (b) the cinema tenant ceases to operate a multiplex theatre on Initial Takedown Parcel or is not open for business as a multiplex theatre for a period of more than 365 days (other than by reasons of Force Majeure). If the City provides alternate free parking pursuant to this Section 17.14, then in such event, Developer's obligation to pay for the operation and maintenance costs of the Sound Parking Garage shall cease, and the Developer shall be responsible for paying the operation and maintenance costs of the alternate free parking location. In addition, if at any time Developer believes that the operations and maintenance costs charged by Sound Transit for the Sound Transit Garage are unreasonable, Developer shall so inform the City and the City agrees to make good faith efforts to pursue the unreasonableness of the charges with Sound Transit to seek a reimbursement of the unreasonable fees. KENT STATION PSA -44- 17.15 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement, unless rights and obligations of the parties have been materially altered or abridged by such invalidation or unenforceability. In the event of material alteration, and not withstanding anything to the contrary set forth herein, the parties shall have the rights and remedies available to them under law and in equity such that no party shall end up unjustly enriched. 17.16 No Joint Venture. Nothing contained in this Agreement or the Development Agreement shall create any partnership, joint venture or other arrangement between City and Developer other than that of seller and purchaser of land under this Agreement. The parties intend that the rights, obligations and covenants in this Agreement and the Development Agreement shall be exclusively enforceable by City and Developer and their successors and permitted assigns. No term or provision of this Agreement shall be for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder, except as may be otherwise expressly provided herein. 17.17 Fair Construction. In connection with the execution and delivery of this Agreement, each party has been represented by counsel. Each of the provisions of this Agreement has been reviewed and negotiated, and represents the combined work product of both parties hereto. No presumption or other rules of construction which would interpret the provisions of this Agreement in favor of or against the party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this Agreement. The provisions of this Agreement shall be construed as a whole according to their common meaning and consistent with the other provisions contained herein in order to achieve the objectives and purposes of this Agreement. EXECUTED as of the date first above written APPROVED AS TO FORM: CITY CITY ATTORNEY CITY OF KENT, a Washington municipal corporation By By: Name: Its: DEVELOPER KENT STATION LLC, a Washington limited liability company KENT STATION PSA -45- By: Tarragon L.L.C. a Washington Limited Liability Company, Its manager By: Joseph D. Blattner, Manager KENT STATION PSA -46- EXHIBITS Exhibit A-1 Map of Property Exhibit A-2 Legal Description Exhibit A-3 Phase I and II Map Exhibit B City Infrastructure Improvements Exhibit C Bargain and Sale Deed Exhibit D Map of Property—Environmental Work Exhibit E King County Job Creation Summary Form Exhibit F King County Employee Verification Form Exhibit G Development Plan Exhibit G-1 Details of Development Plan 51097\05276\'_i1W,3,1r,254275.V01 ADL -47- 1/9/2004 h Y z„ ,u S3wvr5 \� R 77 - nvnu i l� iav�os .I Y A I 3 Fd r I � �u ibis ixn o.ue-1 j— I I zo u I r> j8B I II N N; --.-------------- F-T----JE------------- ro I f yq III � m i rc I I CL X A n I IW to �ry ``� I gry elf I roa ytt.[cv} n GL I _ — J I C 4 1 \ — — 3FSFAVR Nz .`� i Y > Y: �jam ' N n yy{ j ty `��` •1 Qi a�9 I I d ---� —41_¢worn 3e of 'IS 3DNVS3dr(31 Sk rk__---_�—_ ------- . c- I li6 ( I I 1 � 3v.1 9 00�� I: �j2o jg I c I m ��� I�_----✓.tva i o 1 :eq '1S H11gS AIS r------------------------------------- I I 11 I I� j j I 8 o = I Y I PARCEL1 THAT PORTION OF PARCEL "A" DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO.20010209000549;AND TRACT"X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO. 20010209000550, AND OF PARCELS "A", "B","C", "D", AND "E" DESCRIBED IN DEED FROM LEO G BRUTSCHE AND NORMA J BRUTSCHE TO THE CITY OF KENT UNDER KING COUNTY RECORDING NUMBER 9905042556;AND OF TEMPERANCE STREET RIGHT OF WAY IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89, RECORDS OF KING COUNTY, WASHINGTON, BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M , IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W M.IN KING COUNTY,WASHINGTON; THENCE NORTH 88136'27"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH;THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X"AS DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO 20010209000550; THENCE CONTINUING SOUTH 01038'30"WEST ALONG SAID WEST LINE A DISTANCE OF 133.06 FEET TO THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89, RECORDS OF KING COUNTY, WASHINGTON, 1, 6 1 T-A4- THENCE NORTH 88034'10"WEST ALONG SAID NORTH MARGIN, A DISTANCE OF 321 86 FEET TO INTERSECT THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION AND THE POINT OF BEGINNING, THENCE SOUTH 01038'03"WEST ALONG SAID NORTHERLY PROLONGATION AND SAID WEST MARGIN 353 89 FEET TO A POINT OF CURVE; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20 00 FEET THROUGH A CENTRAL ANGLE OF 89047'49"AN ARC DISTANCE OF 31.35 FEET; THENCE NORTH 88°34'10"WEST 9 80 FEET TO INTERSECT THE ARC OF A CURVE TO THE LEFT IN THE SOUTHERLY LINE OF A 60-FOOT WIDE TRACT OF LAND AS DESCRIBED IN PARCEL "E" OF DEED UNDER KING COUNTY RECORDING NO. 9905042556, FOR A SPUR TRACK OVER BLOCK 1 AND BLOCK 2 SAID PLAT OF RAMSAY'S ADDITION, THE CENTER OF WHICH BEARS SOUTH 59001'48"WEST 353 06 FEET DISTANT; THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE AND CURVE TO THE LEFT HAVING A RADIUS OF 353 06 FEET, THROUGH A CENTRAL ANGLE OF 51009'55"AN ARC DISTANCE OF 315 28 FEET TO THE CENTERLINE OF VACATED THIRD AVENUE NORTH,AS VACATED BY CITY OF KENT ORDINANCE NO.2779, RECORDED UNDER KING COUNTY RECORDING NO. 8807130681; THENCE NORTH 01037'42" EAST ALONG SAID CENTERLINE 60.30 FEET TO INTERSECT THE ARC OF A CURVE TO THE LEFT IN THE NORTHERLY LINE OF SAID 60-FOOT WIDE TRACT, THE CENTER OF WHICH BEARS SOUTH 06057'21"WEST 413 06 FEET; THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE AND CURVE TO THE LEFT HAVING A RADIUS OF 413.06 FEET THROUGH A CENTRAL ANGLE 5031-31", AN ARC DISTANCE OF 39.83 FEET TO A POINT OF TANGENCY IN THE SOUTH LINE OF LOT 11, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT; THENCE NORTH 88034'10"WEST ALONG THE SOUTH LINE OF SAID LOT 11 AND WESTERLY PROLONGATION THEREOF A DISTANCE OF 220 06 FEET TO INTERSECT THE EAST LINE OF THE WEST 29 FEET OF LOT 2, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT; THENCE NORTH 01037'15"EAST ALONG SAID EAST LINE A DISTANCE OF 25.00 FEET, THENCE NORTH 88034'10"WEST A DISTANCE OF 15 00 FEET TO INTERSECT THE EAST LINE OF THE WEST 14 FEET OF LOT 2, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, SAID EAST LINE BEING 47 FEET EAST OF,AS MEASURED PERPENDICULAR TO,THE CENTERLINE OF FOURTH AVENUE NORTH, THENCE NORTH 01°37'15" EAST ALONG SAID EAST LINE AND NORTHERLY PROLONGATION THEREOF A DISTANCE OF 124 94 FEET TO INTERSECT THE NORTH MARGIN OF TEMPERANCE STREET IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, THENCE NORTH 01037'08"PARALLEL WITH THE CENTERLINE OF FOURTH AVENUE NORTH A DISTANCE OF 303 04 FEET, THENCE NORTH 46037'26" EAST 25 36 FEET, THENCE SOUTH 88022'52" EAST 278.79 FEET TO A POINT OF CURVE, ' THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 267 00 FEET, THROUGH A CENTRAL ANGLE OF 90000'55",AN ARC DISTANCE OF 419 47 FEET TO A POINT OF TANGENCY IN THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, SAID POINT BEING 52 04 FEET NORTH OF THE POINT OF BEGINNING AS MEASURED ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN, THENCE SOUTH 01038'03"WEST ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN A DISTANCE OF 52 04 FEET TO THE POINT OF BEGINNING CONTAINING 285,651 SQUARE FEET MORE OR LESS. 10 A p3 A v a I I I L 4 r ; N013 kb8'E !� CD NO//1'47'15 E v ti I I I _ _ b2 .94' o v VA� 2M9 �p�tni•. 3 A3Rp _ 4 q 38 3' of 5� r ° 3 9' 1 L 1 �? m r' -i— '733 06' ---------- � ' _ 62 45 _ -----`- xo = `1ST AVE N. x2^ U) o mRN r � � A C entail n n � � �a v U) a o rn v v U, m r to O cn Crt (n v I?1 J. K.5 — t� Ln � O= o rn m o$Z � p2 � ap co Cl t�11 CDCh _. a� A II D o A -%7 --: 2 00 II m +i N O gAA toLh NJ U, O) G aCA v (v a m m m m Ora t0 v PARCEL 1 , z �f'y i3gci> 55mNp N CITY OF KENT HE 0 g y n x CITY Of KENT, WASHWGTCN w page 1 Triad Standard Prototype Settings Woject : 01225 Fri October 25 16 : 03 : 34 2002 Parcel Map Check -- -- - - --- - - --- ------------------------------------------------------------- Parcel name : PARCEL-1 North: 143363 . 8148 East : 1653092 . 9906 Line Course : S 01-38-03 W Length: 30 . 00 North: 143333 . 8270 East : 1653092 . 1350 Line Course : S 01-38-03 W Length: 323 . 89 North: 143010 . 0687 East : 1653082 . 8984 Curve Length: 31. 35 Radius : 20 . 00 Delta : 89-47-49 Tangent : 19. 93 Chord : 28. 23 Course : S 46-31-56 W Course In: N 88-21-59 W Course Out : S 01-25-50 W RP North: 143010 . 6389 East : 1653062 . 9065 End North: 142990 . 6451 East : 1653062 . 4072 Line Course : N 88-34-10 W Length: 9 . 80 North: 142990 . 8898 East : 1653052 . 6103 Curve Length: 315 . 29 Radius : 353 . 06 Delta : 51-09-56 Tangent : 169. 02 Chord: 304 . 91 Course : N 56-33-10 W Course In: S 59-01-48 W Course Out : N 07-51-52 E RP North: 142109 . 2089 East : 1652749 . 8836 End North: 143158 . 9482 East : 1652798 . 1928 ne Course : N 01-37-42 E Length: 60 . 30 North: 143219 . 2239 East : 1652799 . 9063 Curve Length: 39 . 83 Radius : 413 . 06 Delta : 5-31-31 Tangent : 19. 93 Chord: 39 . 82 Course : N 85-48-25 W Course In: S 06-57-21 W Course Out : N 01-25-50 E RP North : 142809 . 2041 East : 1652749 . 8830 End North: 143222 . 1353 East : 1652760 . 1951 Line Course : N 88-34-10 W Length: 121 . 14 North: 143225 . 1596 East : 1652639 . 0929 Line Course : N 88-34-10 W Length: 98 . 92 North: 143227 . 6292 East : 1652540 . 2037 Line Course : N 01-37-15 E Length: 25 . 00 North: 143252 . 6192 East : 1652540 . 9108 Line Course : N 88-34-10 W Length: 15 . 00 North: 143252 . 9937 East : 1652525 . 9155 Line Course : N 01-37-15 E Length: 94 . 94 North: 143347 . 8957 East : 1652528 . 6009 Line Course : N 01-37-15 E Length: 30 . 00 North : 143377 . 8837 East : 1652529. 4495 Line Course : N 01-37-08 E Length: 152 . 98 North: 143530 . 8026 East : 1652533 . 7713 Line Course : N 01-37-08 E Length: 150 . 06 North: 143680 . 8027 East : 1652538 . 0107 page 2 Triad Standard Prototype Settings Project : 01225 Fri October 25 16 : 03 : 34 W Parcel Map Check Line Course : N 46-37-26 E Length: 25 .36 North: 143698 . 2196 East : 1652556 .4439 Line Course : S 88-22-52 E Length: 278 . 79 North: 143690 . 3434 East : 1652835 . 1226 Curve Length: 419 .47 Radius: 267 . 00 Delta : 90-00-55 Tangent : 267 .07 Chord: 377 .65 Course: S 43-22-25 E Course In: S 01-37-08 W Course Out : S 88-21-57 E RP North: 143423 . 4500 East : 1652827 . 5796 End North : 143415 . 8358 East : 1653094 . 4710 Line Course : S 01-38-03 W Length: 52 . 04 North: 143363 . 8169 East : 1653092 . 9869 Perimeter: 2274 . 15 Area: 285, 650 . 97 6 . 56 Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure : 0 . 0042 Course: N 59-18-48 W Error North: 0 . 00216 East : -0 . 00365 Precision 1 : 541,466 . 67 PARCEL2 THAT PORTION OF PARCEL"A", "B",AND"C", DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000549, AND TRACT "X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO.20010209000550; BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M , IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS. COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W M.IN KING COUNTY,WASHINGTON;THENCE NORTH 88°36'27"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH, THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS "A'' "B",AND"C"A DISTANCE OF 762 45 FEET TO THE NORTHEAST CORNER OF TRACT"X"AND A POINT ON THE ARC OF A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS NORTH 42048'33"WEST 265.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44 FEET, THROUGH A CENTRAL ANGLE OF 04°39'28", AN ARC DISTANCE OF 21 58 FEET TO A LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING; THENCE SOUTH 01°38'30"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78 23 FEET TO A POINT OF CURVE; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00 FEET,THROUGH A CENTRAL ANGLE OF 89047'20"AN ARC DISTANCE OF 31.34 FEET TO A POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF,AS MEASURED PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF j 5 RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89, IN KING COUNTY,WASHINGTON; THENCE NORTH 88034'10'WEST ALONG SAID PARALLEL LINE A DISTANCE OF 201.87 FEET TO A POINT OF CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 18.00 FEET,THROUGH A CENTRAL ANGLE OF 90`12'13"AN ARC DISTANCE OF 28.34 FEET TO A POINT OF TANGENCY, SAID POINT BEING 38 56 FEET NORTH OF THE NORTH MARGIN OF TEMPERANCE STREET AS MEASURED ALONG THE NORTHERLY PROLONGATION OF THE EAST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT; THENCE NORTH 0l°38'03" EAST ALONG SAID NORTHERLY PROLONGATION A DISTANCE OF 13.25 FEET TO A POINT OF CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF333.00, THROUGH A CENTRAL ANGLE OF 90000'55"AN ARC DISTANCE OF 523 16 FEET; THENCE NORTH 88022'52"WEST 280.62 FEET; THENCE NORTH 44008'44"WEST 25 19 FEET; THENCE NORTH 00005'23"EAST 163 78 FEET, THENCE NORTH 0605626" EAST 89.62 FEET TO INTERSECT A LINE PARALLEL WITH AND 9.00 FEET EAST OF EAST LINE OF FOURTH AVENUE NORTH AS APPROPRIATED BY CITY OF KENT UNDER SUPERIOR COURT CAUSE NO. 706251; THENCE NORTH 01037'08" EAST ALONG SAID EAST LINE A DISTANCE OF 97.51 FEET. THENCE SOUTH 88022'52"EAST 15.00 FEET; THENCE NORTH 01037'08"EAST 25.00 FEET; THENCE NORTH 88022'52"WEST 15.00 FEET; THENCE NORTH 010 37'08" EAST 31.08 FEET; THENCE NORTH 46030'20" EAST 44 40 FEET TO THE SOUTH LINE OF THE NORTH 52.50 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 24; THENCE SOUTH 8n6'27"EAST ALONG SAID SOUTH LINE A DISTANCE OF 820.00 FEET; THENCE SOUTH 34049'00" EAST 27.89 FEET TO INTERSECT A LINE PARALLEL WITH AND 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE NORTH AND EAST LINE OF SAID PARCELS "A","B", AND"C"; THENCE SOUTH 01°38'30"WEST ALONG SAID EAST LINE 30.00 FEET, THENCE NORTH 88021'30"WEST 10 00 FEET; THENCE SOUTH 01 038'30"WEST 1 0.00 FEET; THENCE SOUTH 88021'30"EAST 10.00 FEET TO THE EAST LINE OF SAID PARCELS"A","B", AND "C"; THENCE SOUTH 01038*30"WEST ALONG SAID EAST LINE A DISTANCE OF 661.85 FEET TO THE TO THE POINT OF BEGINNING i CONTAINING 507,848 SQUARE FEET MORE OR LESS b,s y:x .moo • B'Tgg��,i.' N'�L LA119 EXPIR 91a164 `` 4THAVEN 706251 NOOt75 23 E n 16178' G t Jr.rnrn ;I U m v al � ro ti to _ I nI.•� _ F I 4i U '779tu I e � �sl o T— co 8'03`F 3856' TT 1 17, 9FaZ� s i. �� `5C = 0 � m c: cn II s �u U �'aTS`yT C0 q 4 s, q rr NO :78'JO£ 66185' a4^'� 1ST AVE N. �I ioi ? a2� tiOH �Z� n a zzi a n n to n r r y n r n n r n n r n r 2 cl1 0 �+1 Cyjp ZA�� � � ro� D000 v� l` V eUS� O ,+ m 1} o 242 ; a20�2 �p2a0 a Kt 121 IV 7 d Nc:N ' gg - S Dbo d ��� o4p o •O oyi �4 O W '�' �Zo �n 0 z"x Oar, PARCEL 2 x- al x � 5 e a �►"�� CITY OF KENT ti Od Y �T, OfTY OF KENT, WASNMGTON u Page 1 Triad Standard Prototype Settings Project . 01225 Fri November OR OA :43 : 01 2002 Parcel Map Check -- ------------------------------------- ------------------------------- Parcel name: PARCEL-2 North: 143474 . 7827 East : 1653402 . 1505 L1ne Course : S 01-38-30 W Length: 78 .23 North: 143396 . 5848 East : 1653399 . 9093 Curve Length: 31.34 Radius : 20 . 00 Delta: 89-47-20 Tangent : 19 .93 Chord: 28 .23 Course : S 46-32-10 W Course In: N BB-21-30 W Course Out : 5 01-25-30 W RP North : 143397. 1578 East : 1653379 . 9176 End North: 143377 . 1640 East : 1653379 .4182 Line Course : N 88-34-10 W LengLh : 201 . 87 North: 143382 .2037 Easy . 1653177 . 6112 Curve Length: 28 .34 Radius: 18 . 00 Delta: 90-12-13 Tangent : 18 . 06 Chord: 25 . 50 Course: N 43-28-04 W Course In: N 01-2b-50 E Course Out : N 88-21-57 W RP North: 113400 . 1981 East : 1652178 . 0605 End North: 14340C. 7115 East : 1653160 . 0679 Line Course: N 01 38 03 E Length: 13 .25 North: 143413 . 9561 g East : 1653160.4457 Curse Length: 523 . 16 Radius : 333 . 00 Delta: 90-00-55 Tangent : 333 . 09 Chord: 471 . 00 Course: N 93-22-25 W Course In: N 88-21-57 W Course Out : N 01-37-08 E RP North: 143423 .4525 East : 1652827 . 5812 End North: 143756. 3196 East : 1652836 . 9888 T,Lne Course: N 88-22-52 W Length: 280 .62 North: 143764 . 2474 East : 1652556.4608 Line Course: N 44-08-44 W Length: 25 . 19 North: 143762 . 3237. East : 1652538 . 9364 Line Course: N 00-05-23 E LeriyLh : 1.63 . 78 North: 143946. 1029 East : 1652539. 1929 Line Course: N 06-56-26 E Length: 69 .62 North: 144035. 0661 East : 1652550. 0225 Line Course: N 01-37-08 R Length: 97 .51 North: 144132 . 53'/2 East : 1652552. 7773 Line Course : S 86-22-52 E Length: 15 . 00 North: 144132 .1134 East : 1652567 .7713 Line Course: N 01 37-08 E Length: 25 . 00 North: 144157. 1035 East : 1652568 . 4776 Line Course: N 88-22-52 W Length: 1S . 00 North: 144157 . 5272 East : 1652553'.4835 Line Course: N 01-37-06 E Length: 31 . 08 North: 144188 . 5948 East : 1652554 . 3616 0 page z Triad Standard Prototype Settings Project : 01225 Fri November OB 08 :43 : 01 2002 Parcel Map Check Line Course: N 46. 30 20 E Length: 44 .40 North: 144219. 1546 East : 1652586.5712 Line Course: S 88-36-27 E Length: 820 . 00 North: 144199.2276 East : 1653406. 3290 Line Course: S 34-49-00 E Length: 27 .89 North: 144176. 3303 East : 1653422 .2529 Line Course : S Di-38-30 W Length: 30 . 00 North: 144146 .3427 East : 1653421 .3934 Line Course: N 38-21-30 W Length: 10 . 00 North: 144146. 6291 East : 1653411.3975 Line Course: S 01-38-30 W 'Length : 10 . 00 North: 144136 . 6332 East : 1653411 .1110 Line Course: S 38-21-30 E Length: lO . OD North. 144136. 3468 East : 1653421.1069 Line Course: S 01-38-30 W Lcngth: 198. 00 North: 143938 .4280 East : 1653415.4345 Line Course: S 01-38-30 W Length: 235. 00 North: 113703 .5245 East : 1653408 .7021 Line Course: S 01-38-30 W Length: 228 . 85 North: 143474 . 7684 East : 1653402.1459 Perimeter: 3233 . 12 Area : 507, 847 .36 21 . 66 Mapcheek Closure - (Uses listed courses, radii, and deltas) Rrror_ Closure: 0 . 0150 Course: S 18-00-45 W Ex-rox NorLh: -0. 01427 East : -0 . 00464 Preca.sion 1 : 225, 542 . 00 SANITARY SEWER EASEMENT AREA THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M., KING COUNTY,WASHINGTON LYING WITHIN A 15-FOOT WIDE STRIP OF LAND, BEING 7 50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERINE- BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 52 50 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SAID SECTION 24 WITH THE WEST LINE OF THE EAST 517 55 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 24,THENCE SOUTH 160 37' 51"WEST 28.84 FEET,THENCE SOUTH 01° 38'30"WEST 425.15 FEET,THENCE SOUTH 550 18' 12" EAST 67.22 FEET, THENCE SOUTH 280 31' 30"WEST 2 86 FEET TO THE TERMINUS OF THE DESCRIBED CENTERLINE. THE SIDELINES OF SAID STRIP TO BE EXTENDED OR DIMINISHED TO INTERSECT THE ARC OF A CURVE HAVING A RADIUS OF 333 00 FEET; THE CENTER OF WHICH BEARS SOUTH 28012'16"WEST FROM THE TERMINUS OF SAID DESCRIBED CENTERLINE i � r+ _ i PARCEL A ., s TLI2422049126 515' 50138'30"W 42515' cn o L� cl� tip` az�ao rr v I onl I r,j 310 o n LN Irr,NJ m2z^y zoz IN e�" a,a�n t vzv I y k Cp c.,ro m t c x� CnZ �0 Z I co�+J V Om�''�O C7N c� OAN oAx Ln I 1 nm oNci I �o ?gz N N N I 1 A m v I 1ST AVE N. ��C2� s SIDEWALK EASEMENT AREA THAT PORTION OF PARCEL"A", "B",AND"C", DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO.20010209000549, AND OF TRACT"X"DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO. 20010209000550, BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W M, IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W M. IN KING COUNTY, WASHINGTON, ° SUBDIVISION T IN THENCE NORTH 88 36 27 WEST ALONG THE NORTH LINE OF SAID SUBDIVIS O 0 A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH, THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS "A", "B",AND"C"A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X" AND A POINT ON THE ARC OF A CURVE TO THE RIGHT,THE CENTER OF WHICH BEARS NORTH 42048'33"WEST 265.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265 44 FEET, THROUGH A CENTRAL ANGLE OF 04039'28",AN ARC DISTANCE OF 21.58 FEET TO A LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING; THENCE SOUTH 01038'30"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78 23 FEET TO A POINT OF CURVE; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20 00 FEET, THROUGH A CENTRAL ANGLE OF 89047'20"AN ARC DISTANCE OF 31.34 FEET TO A POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF, AS MEASURED PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS,PAGE 89, IN KING COUNTY, WASHINGTON; THENCE NORTH 88034'10"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 20187 FEET TO A POINT OF CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 18 00 FEET, THROUGH A CENTRAL ANGLE OF 90- 12'13"AN ARC DISTANCE OF 28 34 FEET TO INTERSECT THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 18.00 FEET;THE CENTER OF WHICH BEARS NORTH 8501521"EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 18 00 FEET THROUGH A CENTRAL ANGLE OF 83049'31"AN ARC DISTANCE OF 26.33 FEET TO A POINT OF TANGENCY IN A LINE PARALLEL WITH AND 22 50 FEET NORTH OF, AS MEASURED PERPENDICULAR TO,THE NORTH MARGIN OF TEMPERANCE STREET IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, THENCE SOUTH 880 34' 10" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 20197 FEET TO A POINT OF CURVE; THENCE ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 18 00 FEET, THROUGH A CENTRAL ANGLE OF 890 47'20", AN ARC DISTANCE OF 28.21 FEET TO A POINT OF TANGENCY IN A LINE PARALLEL WITH AND 18 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE EAST LINE OF SAID TRACT"X", THENCE NORTH 01" 38'30" EAST PARALLEL WITH THE NORTHERLY PROLONGATION OF SAID EAST LINE 740 08 FEET; THENCE SOUTH 88°21'30" EAST 2 00 FEET TO INTERSECT A LINE PARALLEL WITH AND 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE NORTH AND EAST LINE OF SAID TRACT"A", "B",AND"C", THENCE SOUTH 01"38'30"WEST ALONG SAID EAST LINE A DISTANCE OF 661 85 FEET TO THE POINT OF BEGINNING. Cti.F x;x •e; :a �•. 1e0D1 �Q .Sy Clg�g� •�4 A'A L LK'A EXPI o/BIOd 1 W. JAMES ST. ---- ------------- -- { FND EX 4" X 4"CONC O AEON W/ 2" BRASS DISC „�� oo� Z AND PUNCH DN 0 4' IN CASE hl ups 11-10-00 �+�opi (ACCEPTED AS NE COR f NWI/4 NE1/4 SEC 24-22-4) i I N8B71 JO'w N 144150 1960 I 2 00, £ 165J470 J9JO � I I PARCEL C I FL12422049127 I �n o I' y I 0 $ m PARCEL B W bl 1 v TLI2422049144 it A. O o I $ _ I Cl TY OF KENT 2' SIDEWALK EASEMENT �2022 2 pv�ir�in 48 0' a Uk \ p =4J928" 460' a s m= R=265 44' a i i i PARCEL A CZ m rLI24zz049126 2 d =8947'20" I l R=1800' Z ~i j.-A L=2821' �'2,0 p =8349'31" 11 �LI n a R=16 00' Z p L=26 JJ' / NI Q n Z b>. pIE 21 R - N88 J4'10"W g — — — — ——— 20187' — - —J d =89'47'20' v g 2 _ —• L-31 S4' n d 90'12'1J� \ R=18 00' o =28J4 J L SIDEWALK x- c >3A EASEMENT EXHIBIT ryN g A CITY OF KENT m m m t� g x C/TT OF KENT, WASHINGTON n page Project : 01225 Fri November 08 09 :12 - 10 20a2 Parcel Map Check ---- - - - ----------------------- ---------------------- - • -- ----------------- Parcel name : STrJEWALK ESMT SOUTH North: 143474. 7827 East : 1653402 .1505 Lin- Course: S 01-38-30 W Length: 78 .23 North: 143396. 5848 East : 1653399. 9093 Curve Length: 31 . 34 Radius: 20 . 00 Delta: 89-47-20 Tangent: 19. 93 Chord: 28 .23 Course: S 46-32-10 W Course In: N 88-21-30 W Course Out: S 01-25-50 W RP North: 143397 . 1578 East : 16533'/9 . 9176 End North: 143377 . 1640 East : 1653379 .4182 Linc Course: N 86-34-10 W Length: 201 . 87 North: 143382 .2037 East : 1653177 . 6112 Curve Length: 28 .34 Radius: 18 . 00 Delta: 90-12- 13 Tangent: 18 . 06 Chord: 25.50 Course: N 13-28-04 W Course In: N 01-25-50 ? Course Out: N 88-21-57 W RP North: 143400 . 1981 East : 1653178 . 0605 Fred North: 143400 . 7115 EasL : 1653150 . 0679 Curve Length: 26 .33 Radius: 18 . 00 Delta: 83-49-11 Tangent : 16 . 16 Chord: 24 .05 Course: S 46-39-25 E Ccijrse In: N 85-15-21 E Course Out : S 01-25-50 W RP North : 143402 .2002 East : 1653178 . 0092 End North: 143384 . 2058 East : 2.65-A1'/? . 5568 Line Course : S 88-34-10 E Length : 201 . 97 North: 113379.1635 Fast . 1653379.4639 Cure Length: 28 .21 Radius : 18 . 00 Delta: 89-47-20 Tangent : 17 . 93 Chord: 25 .41 Course: N 46-32-10 E Course In: N 01-25-50 E Course Out : S 88-21-30 E RP North: 1,13397.1579 East : 1653379. 9132 End North: 143396.6423 East : 1653397 . 9059 L'_ie Course: N 01 -38-30 E Length: 740 . 08 Noz•Lh: 144136.4185 East : 1653419 . 1081 Line Course : S 88-21-30 E Length: 2 . 00 North. 144136. 3612 East : 1653421 . 1073 Line Course: S 01-38-30 W Le:igLh: 661 . 85 North: 143474 . 7829 East : 1653402 . 1462 Perimetez : 2000.21 Area: 1, 977 . 69 0. 05 Mapcheck Closure - (Ti-sPs listed courses, radii, and delLas) Error Closure: 0. 0043 Course: N 87-46-40 W Error North: 0. 0001-1 East : -0. 00431 page 2 ProDect : 01225 Fri November OR 09 : 12 :10 2002 Parcel map Check Precision 1 : 465 ( 167 .44 SIDEWALK EASEMENT AREA THAT PORTION OF PARCEL"A","B", AND "C", DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO 20010209000549; AND OF TRACT"X"DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO. 20010209000550; BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M , IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST, W M IN KING COUNTY, WASHINGTON; THENCE NORTH 88036'27"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH; THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS "A","B", AND"C"A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X" AND A POINT ON THE ARC OF A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS NORTH 42048'33"WEST 265.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44 FEET, THROUGH A CENTRAL ANGLE OF 04039'28",AN ARC DISTANCE OF 21.58 FEET TO A LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH, THENCE NORTH 01038'30" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 671.85 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88021'30"WEST 2.00 FEET TO INTERSECT A LINE PARALLEL WITH AND 18 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH AND EAST LINE OF SAID TRACT"A", 'B", AND"C"; THENCE NORTH 01° 38'30" EAST PARALLEL WITH SAID WEST LINE A DISTANCE OF 32 71 FEET; THENCE SOUTH 340 49'00" EAST 3.37 FEET TO INTERSECT A LINE PARALLEL WITH AND 16 FEET WEST OF, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH AND EAST LINE OF SAID TRACT"A","B",AND"C"; THENCE SOUTH 01° 38' 30"WEST ALONG SAID EAST LINE A DISTANCE OF 30 00 FEET TO THE POINT OF BEGINNING. 05 ,t4;.pyw'�Hj C:� Z. Atn l gyv 4JW 'SAL LANV XP ES 9 f 6/04 ��� a✓w Mssr. FIND EX 4" X 4"CONC p MON W/ 2" BRASS DISC oI Zr AND PUNCH ON D 4' IN CASE °I 11-10-00 (ACCEPTED AS NE COR I ,£ NWi/4 NE1/4 SEC 24-22-4) N887130`W N 144250 1960 E 165J470 39JO + 2 00' I I i PARCEL C 7Ly2422049127 cn I �n " I^ D IW r- to m 'n 4 PARCEL B F W b 1 r rzy24220 4 9 1 44 %pit °I? II mo I r I 00 2 I $ _ I CITY OF KENT 2' SIDEWALK EASEMENT I 2pnr�tn 480' ma�ak n =4'J928" 450' R=265 44' \9 �ogi� L=2158' \'o 2 y \.r I PARCEL A % I o TLy2472049126 \ "l =89'47'20" 2�111�2 R-18 00' i I Z s A L-2821' =8J'49'Jl' R=1800' til C L-26 JJ' O'v a d>9L5Zf R NB8J4'10'W a�ri i� 201 97' + n ti$ n _ - _ 201 87' - J d =89'47'20' - —_----- - R=1000' L=J134' R=1800' o L=2834'J L a�E SIDEWALKm 4 $R EASEMENT EXHIBIT o CITY OF KENT ile 7- ma N N ;a � Yz x CITY OF KENT, WASNINGTON w page 1 Project : 0122S Fri November 08 09 : 12 : 08 2002 Parcel Map Check ---- - -- --------------- ----------------------------------------------------- Paz ue-1 neme : SIDEWALK ESMS NORTH North: 144176.3440 East : 1991422 .2575 Line Course: S 01 - 38-30 W Length: 30 . 00 North: 144146 .3-63 Eaet : 1653421 . 3980 Line Course : N 88-21-30 W Length: 2 . 00 North: 144146. 4136 East : 1653419 . 3988 Line Course : N 01-38-30 E Length: 32 . 71 North: 144179 . 1102 East : 1653420 . 3353 Line Course : S 34-49-00 E Length: 3 . 37 North: 144176.3434 East : 1653422 . 2600 Perimeter: 68.07 Area: 52 . 71 0 . 00 Mapcheck Closure - (Uses listed courses, radii, and deltas) Errol Closure: 0.0026 Course : S 78-22-21 E Error North: -0 . 00053 East : 0 . 00257 Precision 1 : 26, 184 . 62 C,YtNIB(T A-3 PHA F Ar�U ARCA ZL tl\AP AREA ?C , t - 1 F«,RTII AVEK ----�-- ------- -------1 t I -Si < • � 1 ' �wz � ,t S t III H Lull 4 'n$rt r ili I x - —i , ', 1r�7y� ❑� r O a�rrw t � \ -6E�bUI�Ji s--c —=ti•- I 1 $ O f a i I 1 i I I < P i P.AAMAD PHASE cm P o G; i 1 KENT STATION MPD n n a C #PUD-20024 AND#SU-2002-9 -; N P1 KNA#RPP3-2023555 0 r111111 r Ke- �111111 r Vent Wes' EXHIBIT B CITY INFRASTRUCTURE IMPROVEMENTS Ramsay Way/V Ave. N. & 41h Ave. N. Widening Project The improvements described in this Exhibit B are to be or have been constructed or provided by the City, unless otherwise noted below: First Ave. North—W. Temperance St. to W.James St. Street: City will widen First Ave N. on the west side between W. Temperance St. and W James St. to provide a 3-lane, 36' wide road with asphalt paving, curbs and gutters, street trees, illumination, and undergroundmg of existing power and telephone The City will coordinate with the various utility providers to underground existing utility lines in a joint ditch in the future sidewalk location. Developer, in conjunction with the issuance of a development permit on the adjacent fronting property, shall construct a 10 -12 foot wide concrete sidewalk with street tree frames, grates and root barriers along with any interim asphalt pathway thereto from either or both James St. or Temperance St. as determined necessary by City. All improvements constructed by the Developer shall be in accordance with City Construction Standards. Water: City will provide one (1) water stub off of the existing waterline to the back of sidewalk in I" Ave at a location to be mutually agreed upon by City and Developer. Utilities: City will coordinate with the power, telephone and cable companies to underground the existing overhead utilities, and place new facilities in a joint trench along the west side of I"Ave. Fourth Ave. North—W. Smith St. to W. James St. Street: City will widen Fourth Ave. by one lane to the east to provide a center left turn lane (5-lane road section, 58' minimum width) from W. Smith St. to W. James St. This section will include a 12' wide sidewalk on the east side with street trees, illumination, storm stubs, and utility undergroundmg for power and telephone. A right turn lane will be provided on northbound 4`h 5 1 09 7105 27 6\2>14.x-1,462_54275y_Ql ADL 1/9/2004 B-1 Ave. to eastbound James St A traffic signal will be installed at the intersection of Fourth Ave. and Ramsay Way. Utilities: City will coordinate with the power, telephone and cable companies to underground the existing overhead utilities, and place new facilities in a joint trench along the east side of 4th Ave. under the new sidewalk. Ramsay Way—W. Temperance to 4ch Ave. N. Street: City will extend Second Ave N. (Ramsay Way) from W. Temperance through the Property to intersect with 41h Ave. N. across from the Regional Justice Center driveway. City will provide left turn pockets on Ramsay Way at 4`h Ave. N. Except at left turn pockets, the roadway will be 44' wide (2- 14' wide lanes and 2 — 8' wide on-street parallel parking lanes), with asphalt pavement, curbs and gutters, street trees, and illumination. The scheduling and phasing to construct these improvements will be determined by City unless otherwise noted: • City will install concrete curb and gutter along the entire length of the road on both sides. • Developer shall construct the 13foot wide concrete sidewalks in conjunction with the issuance of a development permit on the adjacent fronting property along with any interim asphalt pathways as determined necessary by City to provide safe continuous walkways to and from 4`h Ave. and Temperance St. • City will place street trees at approximate 30' spacing. Developer shall install street tree frames and grates and root barriers in accordance with City Construction Standards in conjunction with Developer's construction of the 13foot wide concrete sidewalk. • City will install street lights. These light standards will be 14' high manufactured by Lumec, the Model No. P104AF-14-GN6LBC3-GN6, the color is forest green. The lummaire is 100 watts HPS, Model No. Z47G-100s-3-GN6. Spacing will be 70' staggered. • All improvements constructed by the Developer shall be in accordance with City Construction Standards. Water: City has constructed a new 8" waterline in the roadway from Temperance St. which connects to the existing 8" waterline on 4ch Ave. City has installed fire hydrants at 300' spacing and Stubs have been placed to the R/W line at locations mutually agreed upon by City and Developer. 51097\05276\24!IA"4� Z 4275_V9LADL 1/9/2004 B-2 Sewer- City has installed a new sewer line (10" diameter maximum size) from a manhole in James Street to approximately 470' south of James St. and crossing 2"d Ave. to the south side of the roadway to end at the right of way line at a location agreed to by the Developer. Storm: City has constructed new storm drain pipes and catch basins in the roadway sized to pick up the road and sidewalk drainage only. Utilities- Developer shall coordinate and cause all the private and/or quasi-private utility service (gas, power, telephone/telecommunication and cable TV) to provide those utilities to the properties within the Property site. City shall not be responsible for any costs associated with providing private and/or quasi private utility services. W. Temperance St.— I" Ave. to 2"d Ave. Street: City will improve W Temperance Street on the north side between 0 Ave and 2"d Ave. to provide a 3-lane, 36' wide asphalt paved roadway with curb and gutter on the north side. Sound Transit is building half-street improvements on the south side of the road with a 10' wide sidewalk. City will install street trees and street lights on the north side as described on the Ramsay Way portion of the project Developer, in conjunction with the issuance of a development permit on the adjacent and abutting property, shall construct a 12' wide concrete sidewalk on the north side and install street tree frames and grates and root barriers all in accordance with City Construction Standards. 2"d Ave. N.—W. Smith St. to W. Temperance St. Sound Transit will be constructing2"d Ave u to and including the curb and utter on the west P g g side of the road from Smith St. to Temperance St. City will provide street lighting and street trees as described on the Ramsay Way portion. Developer shall construct a 12' wide concrete sidewalk and install street tree frames and grates and root barriers in connection with the issuance of a development permit on any portion of the Kent Station Project Property. City reserves the right to use portions of the Property from time to time for construction staging purposes as may be necessary or desirable in connection with the construction of City Infrastructure Improvements; provided, however, City shall use reasonable efforts to coordinate its construction activities so as to not unreasonably interfere with construction activities in the Initial Takedown Parcel or any Remainder Property Purchase Parcel that has been previously acquired by Developer. 51097\05276\35�,s- ),-7o2L42-75,VQl ADL 1/9r2004 B-3 EXHIBIT C +� BARGAIN AND SALE DEED AFTER RECORDING RETURN DOCUMENT TO. Anne DeVoe Lawler Jameson Babbitt Stites&Lombard,P L.L.0 999 Third Avenue, Suite 1900 Seattle,WA 98104 Reference Number of Related Document: N/A Grantor(s): City of Kent Grantee(s): Kent Station, LLC Abbreviated Legal Description: Additional Legal Description is on Page Exhibit 1 of Document Assessor's Property Tax Parcel or Account No.: 5 1 097105 2 7 6Q,u,u'.-,4,254275.VQj ADL 1/9/2004 C-1 BARGAIN AND SALE DEED THE GRANTOR, CITY OF KENT, a Washington Municipal corporation, for TEN DOLLARS and other good and valuable consideration, in hand paid, bargains, sells and conveys to KENT STATION LLC, a Washington limited liability company, as GRANTEE, the following described real estate, situated in the County of King, State of Washington: See Exhibit 1 attached hereto and incorporated herein by this reference ("Property"). TOGETHER WITH all and singular the tenements, hereditaments and appurtenances hereunto belonging or in anywise appertaining, SUBJECT however, to all existing interests, including but not limited to the current non-delinquent general and special taxes for the fiscal year of the transfer of title, all reservations, rights of way and easements of record or otherwise and further subject to the matters described in Exhibit 2 attached hereto and by this reference made a part hereof. Grantee has been allowed to make an inspection of the Property and has knowledge as to the past use of the Property. Based upon this inspection and knowledge, Grantee is aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT, SUBJECT TO THE PROVISIONS OF SECTION 5.2 OF THE REAL ESTATE PURCHASE AND SALE AGREEMENT DATED , 2003 BETWEEN GRANTOR AND GRANTEE, GRANTEE IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS, INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the Property and any defects thereof, the presence of any Hazardous Substances, wastes or contaminants, in, on, about, within or under the Property or any subsurface strata or groundwater, the condition or existence of any of the above ground or underground structures or improvements in, on or under the Property, the condition of title to the Property and the easements or other agreements affecting the Property. Grantee is aware of the risk that Hazardous Substances and contaminants may be present on the Property and indemnifies, holds harmless and hereby waives, releases and discharges forever Grantor from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments and attorneys' fees arising from or in any way related to the condition of the Property or the alleged presence, use, storage, generation, manufacture, transportation, release, leak, spill, disposal or other handling of any Hazardous Substances or contaminants in, on, about, within or under the Property or any subsurface strata or groundwater. Losses shall include 51097\0527611�-4,xaV-e62 4MVQlADL 1/9/2004 C-2 without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Grantor's remaining property or the operations of the Grantor on its remaining property to be in compliance with the requirements of any Environmental Law, (c) losses for injury or death to any person, and (d) losses ansing under any Environmental Law enacted after transfer of the Property from Grantor to Grantee. The rights of Grantor under this Section shall be in addition to and not in lieu of any other rights or remedies to which R may be entitled under this deed or otherwise. This indemnity specifically includes the obligations of Grantee to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency covering any Hazardous Substances or contaminants on the Property. The term "Environmental Law" means any federal, state or local statute,regulation, code, rule, ordinance, order,judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environmental including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substance Control Act, the Model Toxics Control Act and any similar or comparable federal, state or local law The term "Hazardous Substance" means any hazardous substance, toxic, radioactive or infectious substance, material or waste as defined listed or regulated under any Environmental Law, and includes, without limitation, petroleum oil and any of its fractions. By acceptance of this deed, Grantee and its legal representatives, heirs, successors and assigns, does hereby accept and agree to all of the terms, conditions, provisions, reservations,restrictions, releases and indemnities herein contained. Dated this day of ,200_. APPROVED AS TO FORM: GRANTOR: CITY ATTORNEY CITY OF KENT, a Washington municipal corporation By: By: Its: Its: 5 1 09710 5 2 76\2�L-�'-i-14,254275-V01 ADL 1/9i2004 C-3 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. _ n On this day of , 200 , before me personally a y appeared , to me known to be the of the CITY OF KENT, a Washington Municipal Corporation, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation WITNESS my hand and official seal hereto affixed the day and year first above written. Notary Public in and for the State of Washington, residing at My commission expires. [Type or Print Notary Name] (Use This Space for Notarial Seal Stamp) ACCEPTED: KENT STATION LLC, a Washington limited liability company By TARRAGON L.L.C. a Washington limited liability company, Its member By: Joseph D. Blattner Manager 51097\05276\2�',ate 162542 NOI ADL 1/9/2004 C-4 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 200_, before me personally appeared Joseph D. Blattner, to me known to be a manager of Tarragon L.L.C., to me known to be the member of KENT STATION LLC, the limited liability company that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument WITNESS my hand and official seal hereto affixed the day and year first above written. Notary Public in and for the State of Washington, residing at My commission expires: [Type or Print Notary Name] (Use This Space for Notarial Seal Stamp) 5 1 09 7105 276V>k k-'44 c 2542Z5-V 01 ADL 1/9/2004 C-5 EXHIBIT 1 TO BARGAIN AND SALE DEED LEGAL DESCRIPTION 51097\05276\2+ 3a254275 W1 ADL 1/9/2004 C-1-1 EXHIBIT 2 S TO BARGAIN AND SALE DEED EXCEPTIONS [Note: will include recorded covenant referenced in Section 11.1.9.3 and the covenant re: no use of groundwater for domestic drinking water purposes referenced in Section 5.2 and other covenants from the Purchase Agreement that survive closing.) 51097\05276\2�1441> u,254M.VQL ADL 1/9/2004 C-2-1 b 4 7 O y z ♦ i i i5 Kilns p 2 v o a i Z Z=J Y p <p � J� Z U x_ l >OV K R d i5 3CNVH3dnU < 01 :°•: ° ° lit °Da c �� os r: z; : z }R 4I G '1 k s �a a i5 S3RVf SIT�_ EXHIBIT E . KING COUNTY JOB CREATION SUMMARY FORM STORE/TENANT. ADDRESS: JOB TITLE/CATEGORY WAGE RATE HOURS/WEEK $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per $ per TOTAL JOBS CREATED Page 1 of 2 51097\05276\2"(,+--t44a Z5-4 V91 ADL 1/9i2004 E-1 In this business hours per week is considered full-time. Signature Date Print Name and Title This is a confidential statement necessary to verify the need for public financial assistance for a business and is not considered a public record THANK YOU FOR YOUR ASSISTANCE Page 2 of 2 51097\05276\2�,4 ,i(a254275 V4LADL 1/912004 E-2 EXHIBIT F INCOME VERIFICATION FORM FOR EMPLOYEES TAKING NEWLY-CREATED JOBS LISTED IN EXHIBIT D STORE* EMPLOYEE NAME ADDRESS- Sex _Male Female Job Title Date of Birth / / Salary/Wage $ Head of How long employed in Household9 Yes No this job. Months A. Please check one: _Full Time _Part Time If part time,how many hours per week? B. Please circle the number of people in your family. FAMILY SIZE 1 12 3 4 5 6 7 8 910 more C. Please find your family size in the table below,and circle either"below"or"above" the income level given which best describes the income for your family_for the last 12 months. In calculating total income, include all of the following sources that apply. • Wages,salaries, tips,etc (covered by W-2) • Total IRA distributions,taxable amount • Dividend income • Total pensions and annuities,taxable amount Taxable refunds,credits,or offsets of state and • Rental real estate,royalties,partnerships, • Local income taxes • S corporations,trusts,etc Alimony received • Farm income(or loss) • Business income(or loss) • Unemployment compensation Capital gain(or loss) • Social Secunty benefits,taxable amount Other gams or losses Other income(specify source) FAMILY SIZE I Below $39 50 Above 2 Below $45 200 Above 3 Below $50,850 Above 4 Below $56,500 Above 5 Below $61,000 Above 6 Below $65,550 Above 7 Below $70,050 Above 8 Below $74,600 Above Page 1 of 2 51097\05276\1, 144,2i4275-NMADL 1 i9rzoo4 F-I The following Race/Ethnicity information is optional. The federal government requires us to ask for this information, but you do not have to answer this part if you do not wish to do so. The information will be used to determine any additional impacts of the public funds that helped support this project The information you provide will remain confidential and will not be made a part of your permanent records Do you consider yourself Hispanic or Latino? _yes _no Please check the most appropriate category American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White American Indian or Alaska Native AND White Asian AND White Black or African Amencan AND White American Indian or Alaska Native AND Black or Afrcan American Other more than one race I hereby certify all of the above to be true and correct. Signature Date This income and race%thnicity statement is confidentiaL It is necessary only to verify the need for public financial assistance for a business and is not considered a public record THANK YOU FOR YOUR ASSISTANCE Page 2 of 2 51097\05276\1, «,ai\.44,25_4275,y01 ADL 1/9/2004 F-2 DEC-16-03 04 38PM FROM-TARRAGON 206233oZ60 -[ta r uuu[ roll 05 777 � w yUlE56T c7 'C7 -^7 �2 �� "3P" C 'Ew a3' P° -�-c� � ✓� a�ysy / J I ,' '1' I�I �l% I d �f� I I ' II gQ ,40i� `� ��u1 t �� nY lI� I ����,�� I _ aro• g _ =1 w I 7il fldTl`rl J I +aerw m `— „ - 2 y 1 11 FS Pcr#I w - -- 11/ , CY It I 11 ny. 10RV , q � ,en•n '`n='� R:��1:lxa;L`r�n-�—„� . (+�`Z1 L I o... is nCf.L 14 .cr.L I .. za 41, of Ong 1 � 1]illar � � •' 1 ..G Qc 1 .uelx.nui 16 { j w.17 � -y� I pJI I RBI — 11KV I t w,1:T m w MASTER PLAN. FULL BUILD-OUT won ■■ oar zaca • . { c,o r-.c.e rrCp0.u.TItN1 TARRAGON � fl�I 6N MN C,sa id 24. nJ...Pert/ 106 t6. 6e76 ••n•i•1.I..nu..1".. T7c�-L 7rTw� LL.Wiscl 266 62-4 .666 11Jlip1AL'1v� Kant.MJashin9tan L.vu���,,..u.......r... ASSOCIATES e':�<: caw nett net rpa<O�Gr.uat pn..M•..LRTnY,p.anlr wi:.xx R7o Cr+naC EXHIBIT G-1 DETAILS OF DEVELOPMENT PLAN Kent Station Master Plan Building Areas Building GSF Building 1 35,200 Building 2 5,800 Building 3 4,700 Building 4 6,500 Building 5 7,800 Building 6 4,500 Building 7 61,000 Building 8 7,400 Building 9 12,300 Building 10 7,500 Building 11 16,100 Building 12 30,600 Building 13 8,300 Building 14 8,250 Building 15 106,000 Building 16 103,800 Building 17 4,300 Building 18 50,600 Building 19 3,100 TOTAL 483,750 Kent City Council Meeting Date January 20, 2004 Category Other Business 1. SUBJECT: KENT STATION, DEVELOPMENT AGREEMENT— RESOLUTION—ADOPT 2. SUMMARY STATEMENT: On December 16, 2003, and again on January 20, 2004, the City Council held public hearings and discussed the proposed resolution that, if adopted, would authorize the Mayor to sign the proposed Development Agreement. The Development Agreement applies to the approved sale of the Kent Station property P �' PP PP to Kent Station, L.L.C. and addresses specific regulatory and development issues between the City and the Kent Station developer. 3. EXHIBITS: Resolution and its referenced exhibit 4. RECOMMENDED BY: Staff (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted Revenue $ Source: Budgeted Unbudgeted City will receive approximately$2.18 million for selling Phase I of the property. Money will be used to pay back Water Fund 6. CITY COUNCIL ACTION: Councilmember M moves, Councilmember A 4 seconds adoption of Resolution No. %5 authorizing the Mayor to execute the Development Agreement for the Kent Station property with Kent Station, L.L.C. DISCUSSION: ti a�nn ACTION: (Ye, Vf�' ouncil Agenda Item No. 7B Chapter 36.7O13.17O RCW - The Washington State Legislature Page 1 of 2 �h Legislature Home About Us E-Mad Lists Search Help RCW TITLES >>TITLE 36>> CHAPTER 36 70B>>SECTION 36 70B 170 Print Version 36 70B 160 << 36 70B 170 >> 36 708 180 RCW 36.7013.170 Development agreements --Authorized. (1)A local government may enter into a development agreement with a person having ownership or control of real property within its jurisdiction A city may enter into a development agreement for real property outside its boundaries as part of a proposed annexation or a service agreement A development agreement must set forth the development standards and other provisions that shall apply to and govern and vest the development, use, and mitigation of the development of the real property for the duration specified in the agreement A development agreement shall be consistent with applicable development regulations adopted by a local government planning under chapter 36 70A RCW (2) RCW 36 70B 170 through 36 70B 190 and section 501, chapter 347, Laws of 1995 do not affect the validity of a contract rezone, concomitant agreement, annexation agreement, or other agreement in existence on July 23, 1995, or adopted under separate authority, that includes some or all of the development standards provided in subsection (3)of this section. i (3) For the purposes of this section, "development standards" includes, but is not limited to (a) Protect elements such as permitted uses, residential densities, and nonresidential densities and intensities or budding sizes; (b)The amount and payment of impact fees imposed or agreed to in accordance with any applicable provisions of state law, any reimbursement provisions,other financial contributions by the property owner, inspection fees, or dedications, (c) Mitigation measures, development conditions, and other requirements under chapter 43 21 C RCW; (d) Design standards such as maximum heights, setbacks,drainage and water quality requirements, landscaping, and other development features; (e)Affordable housing, (0 Parks and open space preservation, (g) Phasing, (h) Review procedures and standards for implementing decisions; (i)A build-out or vesting period for applicable standards; and Q)Any other appropriate development requirement or procedure. (4)The execution of a development agreement is a proper exercise of county and city police power and contract authority. A development agreement may obligate a party to fund or provide http://www.leg.wa.gov/RCW/i ndex.cfm?fuseaction=section&section=36.7OB.170 1/14/2004 Chapter 36.70B.170 RCW - The Washington State Legislature Page 2 of 2 services, infrastructure, or other facilities A development agreement shall reserve authority to impose new or different regulations to the extent required by a serious threat to public health and safety [1995 c 347§502] NOTES: Findings —Intent—1995 c 347§§ 502-506: "The legislature finds that the lack of certainty in the approval of development projects can result in a waste of public and private resources, escalate housing costs for consumers and discourage the commitment to comprehensive planning which would make maximum efficient use of resources at the least economic cost to the public. Assurance to a development project applicant that upon government approval the project may proceed in accordance with existing policies and regulations, and subject to conditions of approval, all as set forth in a development agreement,will strengthen the public planning process, encourage private participation and comprehensive planning, and reduce the economic costs of development. Further, the lack of public facilities and services is a serious impediment to development of new housing and commercial uses. Project applicants and local governments may include provisions and agreements whereby applicants are reimbursed over time for financing public facilities. It is the intent of the legislature by RCW 36 70B 170 through 36 70B 210 to allow local governments and owners and developers of real property to enter into development agreements."11995 c 347§ 501.) httD•//www.lea.wa oov/RCW/index cfm7fuseaction=section&section=36 70B 170 1114/?On4 Chapter 36.70B.180 RCW` - The Washington State Legislature Page 1 of 1 I _ s Legislature Home About Us E-Mail Lists Search Help RCW TITLES >>TITLE 36 >> CHAPTER 36 70B >>SECTION 36 70B 180 Pnnt Version 36 70B 170 << 36 70B 180 >> 36 70B 190 RCW 36.70B.180 Development agreements— Effect. Unless amended or terminated, a development agreement Is enforceable during its term by a party to the agreement A development agreement and the development standards in the agreement govern during the term of the agreement, or for all or that part of the build-out period specified in the agreement, and may not be subject to an amendment to a zoning ordinance or development standard or regulation or a new zoning ordinance or development standard or regulation adopted after the effective date of the agreement A permit or approval issued by the county or city after the execution of the development agreement must be consistent with the development agreement [1995 c 347§503] NOTES: Findings --Intent -- 1995 c 347§§ 502-506: See note following RCW 36 70B 170 http://www.leg.wa.gov/RCW/index.cfm7fuseaction=section&section=36.70B.180 1/14/2004 Chapter 36.7013.190 RCW - The Washington State Legislature Page 1 of 1 k Legislature Home About Us E-Mad Lists Search Help RCW TITLES >>TITLE 36>> CHAPTER 36 70B >>SECTION 36 70B 190 Pnnt Version 36 70B 180 << 36 70B 190 >> 36 70B 200 RCW 36.70B.190 Development agreements --Recording--Parties and successors bound. A development agreement shall be recorded with the real property records of the county in which the property is located During the term of the development agreement, the agreement is binding on the parties and their successors, including a city that assumes jurisdiction through incorporation or annexation of the area covering the property covered by the development agreement. [1995 c 347§504 NOTES: Findings -- Intent— 1995 c 347 §§ 502-506: See note following RCW 36 70B 170. httr)://www.lea.wa.00v/RCW/index.cfm?ftise;i ion=Sp(tionP4certinn='3F 70R 14n 1 tlannna Chapter 36.7013.200 RCW - The Washington State Legislature Page 1 of 1 t, s� Legislature Home About Us E-Mad Lists Search Help RCW TITLES >>TITLE 36 >> CHAPTER 36 70B >>SECTION 36 70B 200 Pnnt Version 36 70B 190 << 36 70B 200 >> 36 70B 210 RCW 36.7013.200 Development agreements --Public hearing. A county or city shall only approve a development agreement by ordinance or resolution after a public hearing The county or city legislative body or a planning commission, hearing examiner, or other body designated by the legislative body to conduct the public hearing may conduct the hearing If the development agreement relates to a project permit application, the provisions of chapter 36 70C RCW shall apply to the appeal of the decision on the development agreement [1995 c 347§505] NOTES: Findings --Intent -- 1995 c 347§§ 502-506: See note following RCW 36 70B 170 http://www.leg.wa.gov/RCW/index.cfm?fuseaction=section section=36.70B.200 1/14/2004 Chapter 36.708.210 RCW - The Washington State Legislature Page 1 of 1 a x". Legislature Home About Us E-Mail Lists Search Help RCW TITLES >>TITLE 36>> CHAPTER 36 70B >>SECTION 36 70B 210 Pnnt Version 36 70B 200 << 36 70B 210 >> 36 70B 220 RCW 36.706.210 Development agreements --Authority to impose fees not extended. Nothing in RCW 36 70B 170 through 36 708 200 and section 501, chapter 347, Laws of 1995 is intended to authorize local governments to impose impact fees, inspection fees, or dedications or to require any other financial contributions or mitigation measures except as expressly authorized by other applicable provisions of state law [1995 c 347§506 I NOTES: Findings --Intent -- 1995 c 347§§ 502-506: See note following RCW 36 70B 170. r 0 httn-/hnnww IPn wa My/Rf 1A(/inrlav 70P ')'In 1 ii n lnnn RESOLUTION NO. A RESOLUTION of the City Council of the City of Kent, Washington, authorizing the Mayor to enter into a Development Agreement with Kent Station, L.L C. for the Kent Station property. RECITALS 1. Pursuant to RCW 36.7013.170 — 210, the City of Kent and Kent Station, L.L.0 have negotiated a Development Agreement, a copy of which is attached and incorporated as Exhibit A. 2. The City provided notice of the first public hearing on this Development Agreement as required by law, and further by providing written notice to parties of record and by publishing notice of the public hearing in a newspaper of general circulation within the Kent region, the King County Journal prior to the date of the hearing 3. The first public hearing on this Development Agreement was held on Tuesday, December 16, 2003, at a special City Council meeting held in the Kent City Hall. 4. At the close of the first public hearing and at the conclusion of discussion on the matter by the Kent City Council, the City Council deferred action on the matter in order to undertake further review and to receive additional public input. 5. On January 20, 2004, the City Council held a second public hearing on the proposed Development Agreement, the proposed Kent Station Real Estate Purchase and Sale Agreement, and other Kent Station Matters. 6. After closing the public hearing and after further discussion at its January 20, 2003, meeting, the City Council authorized the Mayor to enter into a purchase and sale agreement with Kent Station, LLC. 1 Kent Station Property— Development Agreement Authorization 7. Once the purchase and sale agreement is executed between the parties, it is appropriate for the Mayor to execute this Development Agreement. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS: RESOLUTION 1 Council Authorization. Upon execution by all parties to the purchase and sale agreement for the Kent Station site, the Mayor of the City of Kent is hereby authorized to enter into the attached Development Agreement with Kent Station, L L.C. for the Kent Station property. 2. Severability. If any section, subsection, paragraph, sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this resolution. 3. Ratification. Any act consistent with the authority and prior to the effective date of this resolution is hereby ratified and affirmed. 4. Effective Date. This resolution shall take effect and be in force immediately upon its passage. PASSED at a regular open public meeting by the City Council of the City of Kent,Washington, this day of January, 2004. CONCURRED in by the Mayor of the City of Kent this day of January, 2004. JIM WHITE, MAYOR ATTEST: BRENDA JACOBER, CITY CLERK 2 Kent Station Property— Development Agreement Authorization APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY I hereby certify that this is a true and correct copy of Resolution No. passed by the City Council of the City of Kent, Washington, the day of January, 2004 BRENDA JACOBER, CITY CLERK P1LrvNiESCLUiIOM1W.•n6N..']n'ignnNQ��tC¢ 3 Kent Station Property- Development Agreement Authorization EXHIBIT DEVELOPMENT AGREEMENT 1. PARTIES,PLANNING CONCEPT,RECITALS 1.1 PARTIES THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into effective the _ day of , 2004, by and between the City of Kent, a Washington municipal corporation ("City") and KENT STATION L L C a Washington limited liability company(the"Developer") For and in consideration of the mutual covenants contained herein, the City and the Developer do hereby agree as follows regarding the Kent Station Property, which is more particularly described in Exhibit A attached hereto and by this reference incorporated herein("Kent Station Property") 1.2 CITY AUTHORITY This Agreement is based upon the City's police power, contracting power, and other authority,including the authority to establish development regulations This Agreement sets forth the terms controlling in the development of the Kent Station Property 1.3 RECITALS 1.3.1 City of Kent. The City of Kent is a noncharter code city incorporated under the laws of the State of Washington, has authority to enact laws and enter into agreements to promote the health,safety,and welfare of its citizens and thereby to control the use and development of real property within its jurisdiction 1.3.2 Prior Agreements and Approvals. The Kent Station Property is the subject of a Real Estate Purchase and Sale Agreement between the Developer and the City,dated (the"Purchase and Sale Agreement"), the City's Planned Action Ordinance #3608 dated July 16, 2002 ("PAO"), and the MPD(as defined in Section 2 below). 2. DEFINITIONS The following terms shall have the following meaning All capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Purchase and Sale Agreement "Environmental Impact Statement" or "EIS" shall mean the Kent Station Planned Action Supplemental Environmental Impact Statement("SEIS"), including the draft supplemental EIS dated April 23, 2002, and the final supplemental EIS dated July 8,2002. "Infrastructure"means any roads,sidewalks,or other traffic related improvements "Kent Station Property"means the certain real property located in the City of Kent,King County,Washington and more particularly described in Exhibit A attached hereto and by this reference incorporated herein. "Master Planned Development"or"MPD"means the master planned development and subdivision approved by the City "MPD Conditions"refer to the MPD Conditions approved by the City's Heanng Examiner in his decision dated January 16,2003 and as implemented in this Agreement. The list of conditions is attached as Exhibit B. "Parcel" or "Takedown Parcel" shall refer to the Initial Takedown Parcel (or Subsequent Takedown Parcels) acquired from the City pursuant to the Purchase and Sale Agreement. "Planned Action Ordinance" or "PAO" means that certain Planned Action Ordinance No. 3608 passed by the City Council on July 16,2002, a copy of which is attached hereto as Exhibit C. -1- "Planned Action Site" means the area governed by the Planned Action Ordinance as defined in Section 3 of that Ordinance "Project"means the types and amounts of uses identified in the Master Plan Development application subnutted by the Developer on November 13,2002 and approved by the City on January 30,2003. "Purchase and Sale Agreement" means that certain Real Estate Purchase and Sale Agreement dated by and between City,as seller and Developer as purchaser,as the same may from time to time,be amended,modified or supplemented. "Utility,Private"means any utility owned and operated by entities other than the City, including but not limited to electric,cable,telephone,gas,and fiber optics "Utility, Public" means the following publicly owned and operated utilities dnnking water, sanitary sewer, and storm water conveyances. Public utilities do not include privately owned storm water detention/retention structures or other privately owned water, sewer or storm water systems. 3. PROJECT ELEMENTS 3.1 PROJECT LOCATION The Kent Station Property consists of approximately 18 216 acres of real property owned by City The Kent Station Property is located in the Kent Station Planned Action Site, an area located in the City of Kent's downtown 4. LAND USE 4.1 PERMITTED LAND USE AND DIRECTIVES The City has approved an MPD for the Property The MPD authorizes the uses and densities permitted to be developed on the Property under this Agreement. 4.2 PHASING The parties anticipate that the Developer will develop the Property in phases generally consistent with the schedule set forth in the Purchase and Sale Agreement, including an 10 acre initial phase, shown generally in Exhibit D To the extent that the boundaries of this 10 acre parcel are inconsistent with lots lines approved in the MPD,the Developer will make the necessary modifications to complete the initial phase development Developer may proceed with components anticipated in in each phase of the project,at any time and in any order, as well as concurrently, subject to the phasing provisions as defined in the Purchase and Sale Agreement, provided that mitigation is provided for as required under this Agreement,the PAO,and the MPD 4.3 REGULATION OF USES 4.3.1 Approved Uses Sites within the Kent Station Property shall be used for purposes allowed by the zoning for the Property and consistent with the MPD,the Purchase and Sale Agreement and this Agreement The foregoing shall not,however,prevent Developer from constructing,owning,operating,leasing or conveying real property within the Kent Station Property for service facilities consistent with the purpose of those agreements and permits. At this time,no affordable housing requirements apply to the Project. 4.3.2 Compliance with Governmental Regulations. All uses and activities on each site shall comply, at the sole expense of each owner, with all applicable governmental regulations and the -2- development approvals issued for Kent Station All uses and operations shall be carried out so as not to cause a nuisance to adjacent sites. 4.3.3 Use Restrictions. Uses permitted on the Kent Station Property shall be subject to the Covenants Conditions and Restrictions entered into by the City and the Developer. 4.4 PUBLIC AND PRIVATE OPEN SPACES 4.4.1 Intent. A central feature of Kent Station is providing open spaces for use by the public, both on a daily basis and on a special event or special occasion basis. For purposes of this Agreement,there are two types of open space within the Project: (1) public open spaces (consisting of dedicated street rights of way, dedicated portions of sidewalks, and any other dedicated spaces), and(2)private open spaces(consisting of plazas, portions of sidewalks, the area known as the"Main Plaza', and other spaces outside of the public right-of--way but having public access easements. All of these open spaces are intended for general use by the public. In addition,the Kent Station Property merchants and/or the Developer may desire to conduct periodic sales and/or other promotional events on the public open space and private open space, and the City may desire to conduct periodic community- wide events using all or portions of the public open space and private open space. 4.4.2 Use of Public and Private Open Spaces for Special Events 4.4.2.1 By Developer. If a proposed use requires a formal permit from the City, the Developer or any member thereof may submit applications to use public open space and/or alter public access over private open space in accordance with then current City regulations. The City will process and may approve, condition or deny all such applications in accordance with its then applicable regulations. If a proposed use does not require a formal permit,the Developer shall give 72 hours prior written notice to the City of such proposed use by the Developer or its members. The Developer shall be responsible for organization, security, cleanup, and other related needs. 4.4.2.2 By the City. If the City desires to close or restrict public access to public or private open space for temporary events pursuant to Section 4.4, the City shall file a written notice with the Developer at least 72 hours prior to the event. As to private open spaces, the Developer will review the proposed use and will not unreasonably withhold its approval. The City shall be responsible for organization, security, cleanup,and other related needs 4.4.2.3 Examples. By way of example only, the types of uses that are expected to fall under this Section 4 4 might include a Thanksgiving Day parade,winter holiday parade and tree lighting ceremony, spring egg hunt, concerts, entertainment programs, street fairs, and sidewalk sales. The City and Developer shall periodically determine an annual schedule for recurring events to facilitate planning and coordination. 4A.3 Artwork in Public and Private Open Spaces The City may purchase and place artwork and outdoor sculptures in public open spaces and shall consult with Developer before final approval by the City Council. The Developer may purchase and place artwork and outdoor sculptures in private open spaces in accordance with Developer policies. 4.4.4 Assignment to Owner's Association. The City acknowledges that Developer may assign responsibility for management of private open spaces under Section 4 hereof to an Owner's Association. The Developer shall notify the City in writing when that assignment occurs 4.5 INFRASTRUCTURE AND UTILITY ISSUES 4.5.1 Utilities. The City shall construct the road infrastructure improvements identified in Exhibit E. fe The City agrees to provide adequate water capacity to serve the initial phase of the Kent Station Property as described in Section 4.2 and Exhibit D of this Agreement;however,the City will not guarantee -3- the adequacy of water pressure for fire suppression purposes The City agrees to provide adequate sanitary sewer capacity to serve the initial phase of the Kent Station Property as described in Section 4.2 and Exhibit D of this Agreement and the MPD,subject to any limitations that King County may impose on such service Storm drainage from the project will be directed to the 4's Avenue North conveyance system after detention in Developer's private on-site vaults per current Kent Stormwater Standards. The City concurs with the type and size of detention system proposed in the Preliminary Drainage Report dated November 13,2002 ("Drainage Report"), and the associated downstream analysis Developer shall construct the on- site vault and related components of the detention system according to the Drainage Report when the land associated with each vault is developed Developer shall have the right to establish a latecomer's agreement to the extent authorized by law to recover a proportionate share of its costs for constructing the on-site vaults from properties benefiting from the vaults. Developer shall be responsible for payment of all hook up and connection fees. The Developer shall be responsible for all Private Utilities. Developer shall pay all costs to install Private Utilities to serve the Property,with no obligation on the City's part to pay any proportionate share of that cost, even though the City could remain the owner of any portions of the Property that are not subject to Developer's Initial or Subsequent Takedowns and even though the City might sell or otherwise convey portions of the Property that are not subject to the Developer's Initial or any Subsequent Takedown purchases. 4.5.2 Infrastructure. Developer shall construct the off-site improvements described in the Planned Action Ordinance Subject to the limitation in Section 5.1.5 of this Agreement,Developer shall have the right to establish a latecomer's agreement to recover its costs as other properties benefiting from the offsite improvements are developed If the Developer elects not to construct any of these improvements,Developer shall so notify the City in writing and shall pay the fee in lieu of construction as specified in Section 5.1 5 of this Agreement 4.5.3 Sidewalks. Pursuant to the MPD Conditions and during phasing of the project,a temporary 12 foot sidewalk between Temperance and Smith Street will be constructed on the west side of Ramsay Way with cement concrete and generally patterned so that it is consistent with the sidewalks bordering the Sound Transit garage In addition,6 foot temporary asphalt sidewalks shall be constructed on both sides of Ramsay Way to connect 4th Avenue and the permanent sidewalks in the initial phase of the development. The design of the asphalt sidewalks shall be subject to approval by the Planning Manager. The overall intent is to create a sidewalk pedestrian network that runs the entire length of Ramsay Way. 4.5.4 Deceleration Lane(James Street). The City shall reserve an easement for the deceleration lane on James Street. 5. CITY PROCESSING AND REVIEW 5.1 SEPA COMPLIANCE 5.1.1 Prior Environmental Review. The City prepared the SEIS regarding the Project. The City also adopted the Planned Action Ordinance which sets forth the SEPA procedures and mitigation governing the development of the Kent Station Property. Section 3E of the PAO identifies criteria which would qualify a project application as a Planned Action,pursuant to RCW 43.21C.031(2)(a). 5.1.2 Project Environmental Review. The City shall base conditions on Planned Action projects using the baseline mitigation set forth in the PAO, City codes, ordinances, development regulations and standards,and applicable county,state or federal requirements and standards. The Developer's MPD application includes more specific information regarding the amounts and locations of proposed uses. The City has identified site-specific impacts and mitigation based on this information. This mitigation is included as conditions of the MPD. -4- In addition, further SEPA review may be required in connection with subsequent actions which exceed the thresholds established in the PAO. Under the PAO, the City retains substantive SEPA authority to address probable significant adverse environmental impacts not analyzed in the Kent Station EIS. 5.13 Vesting of Development Standards and Mitigation. Except as provided for in Section 7.13, all development on the Kent Station Property shall be governed by the City land use controls and development regulations in effect on the date that the Developer submitted its complete MPD application and shall remain vested until June 30,2013,unless otherwise provided by law. All initial phase development shall further vest to the City's Construction Standards in effect on the date that the Developer submitted a complete MPD application A copy of the Construction Standards that were in effect on the complete MPD application date is attached as Exhibit F. attached and incorporated by this reference. Construction on subsequent phases will be subject to the City's Construction Standards in effect on the date Developer submits a complete building permit application and will only apply to the specific project element to which the building permit applies. This Section 5.1.3 does not apply to fees, rates and charges that are not identified in the PAO and does not apply to requirements necessary for public health and safety,including,without limitation,the Uniform Building Code,Uniform Fire Code,Uniform Plumbing Code, Uniform Electrical Code, and Uniform Mechanical Code. The Parties may extend the period of vesting by agreement. All development on the Kent Station Property shall be subject to design review under the version of the Downtown Design Review Guidelines in effect when the first complete application for design review is submitted The City shall reserve authority to impose new or different regulations on the Kent Station Property (1) to the extent required by a serious threat to public health and safety, (2) to comply with new requirements of state or federal law, or(3)when the City reasonably believes in good faith that the City's approval of a subsequent action under the terms of this Agreement or the Planned Action Ordinance would result in a decision by a State or Federal administrative agency,or a Court of competent jurisdiction that the City failed to comply with State or Federal laws or regulations. 5.1.4 Modifications of MPD. Requests for modifications of the approved MPD shall be made in writing and shall be submitted to Planning Services in the manner and form prescribed by the Planning Manager Any such request from the Developer shall include a general summary of how the proposed modification meets the criteria set forth in this Agreement. Determination of whether a modification is minor or major shall be made by the Planning Manager within ten (10) calendar days after receipt of Developer's written request for a modification. In making the determination, the Planning Manager shall apply the following guidelines, and follow the process described in Section 5.1 4.1 and Section 5.1.4.2 below. The initial determination of whether a modification is major or minor shall be determined by the Planning Manager. The criteria for approval of a request for a change deemed to be a major modification shall be those general criteria covering original approval of the MPD which is the subject of the proposed modification. 5.1.4.1 Minor Modifications. The Planning Manager may find that changes to the MPD such as lot line adjustments, minor relocations of buildings, landscaping, and open space features, and changes in densities and types of use to be Minor Modifications if• a No substantial reduction in square footage of a land use (retail, office/education or housing) is proposed; b. No change in the general location or number of vehicular access points that would increase traffic impacts beyond those for which mitigation is provided in the PAO is proposed, C. No substantial reduction in the amount of open space for the Project is proposed and no changes inconsistent with the specific open space conditions in the MPD are proposed; d No substantial increase in the total amount of surface parking for the Project is proposed; e No substantial decrease in floor area ratio or square footage for the Project is proposed;and f. No increases in environmental impacts beyond those for which mitigation is provided in the PAO are proposed 5.1.4.2 Major Modifications. Major modifications are those which are determined by the Planning Manager in good faith to substantially modify the basic design,density or open space or to make other similar requirements or provisions, or to change the boundary of the MPD as originally approved. The Planning -5- Manager and the Developer shall meet within ten(10)days after the Developer's receipt of the Planning Manager's determination that the proposed modification is major to discuss the proposed modification. The discussions shall include the basis for the Planning Manager's determination, and shall explore ways to modify the proposal that would remove it from the major modification classification. If the Planning Manager, after good faith discussions with the Developer within that ten (10) day period, still believes the proposed modification is major and the Developer still desires to pursue it, then the modification shall be submitted to the Hearing Examiner. The Hearing Examiner may review such modifications at a regular public hearing in accordance with the Hearing Examiners' rules and regulations. If a public hearing is held,the process outlined in subsection (F)KCC 15.08.400 shall apply. The Hearing Examiner shall issue a written decision to approve,deny or modify the request Such a decision shall be final.Any appeals of this decision shall be in accordance with KCC 12.01.040. 5.1.5 Mitigation Sections 3.D.5 (d) & (e) of the Planned Action Ordinance establishes certain offsite transportation mitigation and road improvement requirements. The City Hearing Examiner's decision on the MPD requires that the Developer fulfill these offsite transportation mitigation and road improvement requirements The above-referenced offsite transportation mitigation section would require the Developer to pay approximately $1740.84 per p.m. peak hour trip (based on $1086 per trip in 1986 dollars, adjusted by CPI with a multiplier of 1 63)for a total payment of$1,523,235, Developer filed a Land Use Petition with the King County Superior Court to appeal the imposition of these conditions under the Planned Unit Development(Case No. 03-2-17793-8KNT), and Developer has filed an appeal with the Kent City Council, appealing the imposition of these conditions under the Preliminary Plat. Through a settlement agreement, the City has determined that the conditions identified in Sections 5 1.5.1 and 5.1 5.2 of this Agreement satisfy all required offsite transportation mitigation corridor fees payable for the peak hour tnps and all offsite transportation road improvement requirements imposed under the PAO and the Hearing Examiner's Findings,Conclusions and Decision. 5.1.5.1 General Conditions The following general conditions shall apply to the Project 1. As more particularly described in Section 6.I of this Agreement,the Developer shall pay the City's annual maintenance and operation charges that become due under the agreement between the City and Sound Transit. Developer shall pay the actual cost charged to the City. This cost is currently estimated at $75,000 00 per year. 2. As more particularly described in Section 4.5.1, the Developer shall pay all costs to install Private Utilities to serve the Property and relinquish all rights to obligate the City, or subsequent purchasers of City-owned property,to pay a proportionate share of the cost of that installation,even though the City-owned properties will benefit from the installation of these private utilities. 5.1.5.2 Transportation Conditions The following transportation conditions shall be performed before issuance of a temporary or final Certificate of Occupancy on any Initial Takedown improvement: 1. Developer will construct the required offsite improvements to 4`h Avenue N/S 228`h Street, or at Developer's option,pay a fee of$216,547.50 in lieu of constructing those improvements. 2. Developer will construct the required offsite improvements to Central Avenue S/W Willis Street, or at Developer's option,pay a fee of$163,814.70 in lieu of constructing those improvements. 3. Developer will construct the required offstte improvements to 2"d Avenue S!W Willis Street, or at Developer's option,pay a fee of$30W.00 in lieu of constructing those improvements. -6- The following transportation conditions shall be performed when the total number of p.m.peak hour trips attributable to the initial or subsequent takedowns exceeds 690 p.m peak hour trips,and before issuance of a temporary or final Certificate of Occupancy on those Takedown improvements: 1. Developer will construct the required offsite improvements to 40'Avenue S/W Willis Street,or at Developer's option,pay a fee of$148,589.10 in lieu of constructing those improvements. 2. Developer will construct the required offsite improvements to a Avenue N/W Harrison Street, or at Developer's option,pay a fee of$96,000.00 in lieu of constructing those improvements. As more particularly described in section 4.5.2 of this Agreement, Developer may establish a transportation latecomer's fee arrangement to obtain reimbursement of a proportionate share of Developer's cost of offsite transportation improvements for properties within the Kent Station PAO area. Developer will waive those fees, however,against all properties currently owned by the City that are included in the Kent Station PAO,regardless of their future ownership. The Environmental Mitigation Fee applicable to the Property for the City's 272"d/277"'Corridor will be$343.00 per p.m. peak hour trip for all trips generated up to a total of 1460 total trips However, should the City implement city-wide alternative transportation mitigation process, such as a transportation impact fee process, the Environmental Mitigation Fees imposed in the PAO and adjusted in this section will cease to apply to all Kent Station development building permits applied for after the implementation of that alternative transportation mitigation process. Such future developments would be subject to that newly enacted process. All payable dollar amounts in this section are stated in 2003 dollars and,commencing January 1,2004,shall be adjusted for inflation based on changes in the Consumer Price Index,U S city average for all urban consumers,or the substituted index as prepared by the U.S.Department of Labor,from the index in effect on January 1,2003. 6. PARKING GARAGE 6.1 Maintenance and Operations Costs. Parking for the Kent Station Property shall include the parking provided for in the Sound Transit Parking Garage as provided for in Exhibit G.Under that agreement, the City will be required to pay its share of annual maintenance and operation costs attributable to non-commuter use of the Sound Transit garage by the general public Developer shall pay the City's annual maintenance and operation charges that become due under the City's agreement with Sound Transit. Developer's obligation to pay maintenance and operation charges shall not be subject to Section 7.2 2 of this Agreement; however the Developer may assign this obligation with the consent of the City The City agrees that it will not allow parking spaces within the Sound Transit Parking Garage to apply toward the parking requirements for any development other than for the Kent Station Property as generally depicted in Exhibit A. 7. GENERAL PROVISIONS 7.1 GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. 7.2 BINDING ON SUCCESSORS;ASSIGNMENT;RELEASE OF LIABILITY 7.2.1 Binding. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Developer and the City. -7- 7.2.2 Assignment. The City specifically acknowledges and understands that Developer may partially assign its rights to acquire and develop a Takedown Parcel pursuant to and in accordance with the provisions set forth in the Purchase and Sale Agreement to a third party who desires to construct and own their own improvements in accordance with the terms and conditions of the Purchase and Sale Agreement,the MPD, and this Development Agreement. Any such assignee shall be subject to the requirements of the Purchase and Sale Agreement, the MPD and this Development Agreement. The Developer and any assignees may mortgage their respective interests in Takedown Parcels, once acquired,but that mortgage shall be subject to the requirements set forth in the Purchase and Sale Agreement,the MPD and this Development Agreement. The City also acknowledges that the Developer may assign its obligations under Section 4 4 of this Agreement to an Owner's Association, as more fully described in Section 4.4 4 above. Upon the transfer to a permitted assignee under this Section 7 2 2, the transferee shall be entitled to all interests and rights and be subject to all obligations under this Agreement with respect to the Takedown Parcel(s) affected by the transfer,but the Developer shall not be released of liability unless the conditions of subsection 7 2.3 are met. 7.2.3 Release of Liability. In the event of an assignment under Section 7.2 2 of this Agreement,the Developer shall be released of all liabilities and obligations under this Agreement as to the assigned parcel(s) if the following conditions are met: (a) the Developer provides notice to the City of the proposed assignment(s); (b) the assignee(s) has assumed in writing all obligations under this Agreement with respect to the Takedown Parcel affected by the transfer, and(c)the assignee meets the requirements set forth in the Purchase and Sale Agreement. If the conditions for release are met under this subsection,then from and after the date of transfer, the Developer shall have no further liability or obligation under this Agreement as to the assigned parcel prior and after the date of assignment, and the assignee shall exercise the rights and perform the obligations of the Developer under this Agreement for that portion of the Property acquired by such assignee. If after release of liability a default occurs relating to the transferred portion of the Property,such default shall not constitute a default by Developer nor be a default as to any other portion of the Property not subject to the defaulted obligation. Notwithstanding any other provision hereof,the Developer whose interest has been transferred through foreclosure or otherwise conveyed under Section 7 14 relating to mortgagee rights shall be released of liability as to that portion of the Property from and after the effective date of transfer of the affected portion of the Property through foreclosure or deed in lieu thereof. 7.3 RECORDING A memorandum of this Development Agreement shall be recorded against the Kent Station Property as a covenant running with the land and shall be binding on the Developer, and its mortgagees, successors and permitted assigns. This Development Agreement shall automatically terminate as it applies to any Takedown Parcel upon any default by Developer under the Purchase and Sale Agreement or this Agreement for that Takedown Parcel,which is not cured within the applicable cure period, if any, provided for under this Agreement or the Purchase and Sale Agreement. Upon any termination by the City of the Purchase and Sale Agreement, Developer's rights under this Agreement with respect to any Takedown Parcel not previously acquired by Developer shall terminate and City shall have the right following such termination of the Purchase and Sale Agreement to amend,modify,terminate or extend the Development Agreement without Developer's consent. This Development Agreement shall otherwise terminate as provided for in Section 7 13.2 of this Agreement 7.4 INTERPRETATION;SEVERABILITY 7.4.1 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 such agreements 7.4.2 Severability. If any provisions of this Agreement are determined to be unenforceable or invalid by a court of law, then this Agreement shall thereafter be modified to implement the intent of the parties to the maximum extent allowable under law. If a court finds unenforceability or invalidity of any portion of this Agreement, the parties agree to seek diligently to modify the Agreement consistent with the court decision,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 -8- after the court ruling, then either party may initiate the dispute resolution proceedings in Section 7 11 for determination of the modifications which implement the intent of this Agreement and the court decision. 7.5 AUTHORITY The City and the Developer each represent and warrant it has the respective power and authority, and is duly authorized,to execute,deliver and perform its obligations under this Agreement. 7.6 AMENDMENT The Project may be modified as provided in Section 5 14. This Agreement shall not be modified or amended without the express written approval of the City and the Developer except as provided in Section 7 2 of this Agreement. 7.7 EXHIBITS AND APPENDICES Exhibits A through G are incorporated herein by this reference as if fully set forth. 7.8 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 7.9 TIME OF ESSENCE Time is of the essence of this Agreement in 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,then the time period shall be extended automatically to the next business day. 7.10 INTEGRATION This Agreement together with the Purchase and Sale Agreement, Planned Action Ordinance,and MPD and any exhibits or appendices to each of the foregoing represent the entire agreement of the parties with respect to the purchase and development of the Kent Station Property. There are no other agreements, oral or written,except as expressly set forth herein or therein. 7.11 DISPUTES; DEFAULT AND REMEDIES 7.11.1 Dispute Resolution. If the parties are unable to settle any dispute, difference or claim arising from the parties'performance of this Agreement, the exclusive means of resolving that dispute,difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court,King County, Washington,unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties'performance of this agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law. JURY TRIAL WAIVER. CITY AND DEVELOPER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE DEVELOPMENT AGREEMENT, WHETHER NOW OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE AND HEREBY CONSENT AND AGREE THAT ANY SUCH CLAIM SHALL BE DECIDED BY TRIAL WITHOUT A JURY. EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER AND AGREEMENT CONTAINED HEREIN. 7.11.2 Default and Remedies. No party shall be in default under this Agreement unless it has failed to perform under this Agreement for a period of thirty(30)days after receipt of written notice of default from any other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured -9- within the thirty (30) day period, and if the defaulting party has commenced the cure within such time period, then the parties may mutually agree to extend this time for the diligent prosecution of the cure to completion. Any party not in default under this Agreement shall have all rights and remedies provided by law including without limitation damages,specific performance or writs to compel performance or require action consistent with this Agreement. 7.11.3 Relief Against Defaulting Party or Portion of Property. In recognition of the anticipated sale(s)by the Developer of portions of the Property to others to own, develop and/or occupy within the Kent Station Property, the remedies under this Agreement shall be tailored to the Property or parties as provided in the remaining provisions of this subsection. After the transfer of portions of the Property for which the release of liability provisions apply under Section 7 2.3, any claimed default shall relate as specifically as possible to the portion of the Property involved and any remedy against any party shall be limited to the extent possible to the owners of such portion of the Property. To the extent possible,the City shall seek only those remedies which do not adversely affect the rights, duties or obligations of any other nondefaultmg owner of portions of the Property under this Agreement,and shall seek to utilize the severabihty provisions set forth in this Agreement. The City shall have no liability to any person or party for any damages,costs or attorneys fees under this Section 7 113 so long as the City exercises reasonable and good faith judgment in seeking remedies against appropriate parties or portions of the Property. Nothing in this section modifies the liability or release thereof for the Developer as provided in Section 723. 7.12 AUTHORIZED AGENT Developer hereby designates Joe Blattner its agent with authority to give notices, approvals and otherwise act pursuant to this Agreement. Unless otherwise stated by the Developer, representations and actions by Joe Blattner shall bind Developer as to all property then owned by it within the Kent Station Property. 7.13 EFFECTIVE DATE AND TERM 7.13.1 Effective Date. This Agreement shall become effective upon execution by all parties and by its adoption by the Kent City Council. 7.13.2 Term. The term of this Agreement shall continue until the earlier of any default under this Agreement which is not cured within the applicable cure period,if any,provided,under this Agreement or the Purchase and Sale Agreement,or June 30,2011,unless the Parties agree to extend it However,all rights and benefits conferred through the Planned Action Ordinance will expire as provided in Section 4 of the PAO,and all rights and benefits under the PUD shall expire as provided by Kent City Code 7.14 MORTGAGEE RIGHTS Any bank or other financial institution who has loaned money to Developer to finance its acquisition or development of a Takedown Parcel and who is the beneficiary of a deed of trust or mortgagee ("Mortgagee") of a mortgage secured against all or any portion of the Kent Station Property (each, a "Mortgaged Parcel") shall be entitled to notice of default and opportunities to cure as provided in this section Any Mortgagee may provide written notice to the City requesting a copy of all notices of default by Developer under this Agreement, or the Purchase and Sale Agreement which relates to the Mortgaged Parcel. For each Mortgagee who has provided such notice,the City during the remaining term in this Agreement shall notify such Mortgagee of any event of default by Developer under this Agreement or the Purchase and Sale Agreement relating to the Mortgaged Parcel. Mortgagee shall have the right,but not the obligation,to cure such event of default,within the times provided to the Developer to cure any such default under this Agreement or the Development Agreement, and City agrees to accept such cure from Mortgagee as if it had been provided by Developer. Failure of the City to notify Mortgagee under this section shall not give rise to liability on the part of the City Notwithstanding any other provision of this Agreement, this Agreement shall not be terminated by the City as to any Mortgagee either(1)who has requested notice but has not been given notice by the City or (2) to whom notice of default is given by the City and to which either of the following is true: -10- (a) the Mortgagee cures a default involving the payment of money by the Developer within thirty (30) days after receipt of notice from the City that Developer failed to cure the monetary default within the cure period set forth in Section 7.11 2 above;or (b) for defaults which require title or possession of all or any portion of the Property to effect a cure,then: (1) the Mortgagee agrees in writing, within sixty (60) days after its receipt of written notice of default,to assume all obligations of Developer with respect to the Mortgaged Parcels conditioned upon the Mortgagee's acquisition of the Mortgaged Parcel by foreclosure Qudicial or nonjudicial)or through a deed in lieu of foreclosure; (2) the Mortgagee commences foreclosure proceedings to acquire title to the Mortgaged Parcel within sixty(60)days and thereafter diligently pursues the foreclosure to completion;and (3) the Mortgagee (or any purchaser of the Mortgaged Parcel at foreclosure, trustee's sale or by deed in lieu of foreclosure) promptly and diligently cures the default after obtaining title or possession. 7.15 ESTOPPEL CERTIFICATE Within thirty(30)days following any written request which any party or a Mortgagee may make from time to time, the other party to this Agreement shall execute and deliver to the requesting person a statement certifying that. (1)this Agreement is unmodified and in full force and effect, or stating the date and nature of any modification;(2)to the best knowledge of the certifying party,no notice of default has been sent under Section 7 11 of this Agreement or specifying the date(s)and nature of the notice of such default Failure to deliver such statement to the requesting party within the thirty (30)day period shall constitute a conclusive presumption against the party . failing to deliver such statement that this Agreement is in full force and effect without modification (except as may be represented by the requesting party) and that there are no notices of default nor infraction (except as may be represented by the requesting party). The delivery of estoppel certificate on behalf of the City pursuant to this section shall be deemed an administrative matter and shall not require legislative action The City shall not have any liability to the requesting party or to any third party for inaccurate information if it provides the estoppel certificate in good faith and with reasonable care 7.16 NO THIRD PARTY BENEFICIARIES Except for the mortgagee rights under Section 7 14, this Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 7.17 INTERPRETATION This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party draftmg the document shall apply to the interpretation or enforcement of this Agreement. 7.18 NOTICE All communications, notices and demands of any kind which a party under this Agreement requires or desires to give to any other party shall be in writing and either (i)delivered personally, (d)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 Kent 220 Fourth Avenue S. Kent,WA 98032 Attn: City Clerk Fax:(253)856-6725 with a copy to: City of Kent 220 Fourth Avenue S. Kent,WA 98032 Attn: City Attorney Fax- (253)856-6770 with copy to: Preston,Gates&Ellis LLP IDX Tower 925 Fourth Avenue,Suite 2900 Seattle,Washington 98101-1158 Attn: Eric S.Laschever If to the Developer. Kent Station L.L.C. c/oTarragon L.L.C. Attn:Joseph D Blattner 1000 Second Avenue,Suite 3200 Seattle,WA 98104 Fax- (206)233-0260 With a copy to: Jameson Babbitt Stites&Lombard,PLLC 999 Third Ave., Suite 1900 Seattle,WA 98104 Attn.: Anne DeVoe Lawler Fax (206)292-1995 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. 7.19 COOPERATION The parties shall not unreasonably withhold requests for information,approvals or consents provided for in this Agreement. The parties agree to take further actions and execute further documents, either Jointly or within their respective powers and authority, to implement the intent of this Agreement. The City agrees to work cooperatively with the Developer to achieve the mutually agreeable goals as set forth in this Agreement,subject to the City's independent exercise of judgment-and subject to the terms of the MPD the Kent City Code,and other applicable governmental regulations that are not addressed in this Agreement. 7.20 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. "Force Majeure"shall mean"strikes, nots,judicial actions by federal or state governmental agencies that enjoin construction on the Property,acts of God, war or acts of terrorism. -12- 7.21 SURVIVAL The following sections or subsections of this Agreement shall survive the termination or expiration of this Agreement Section 4 4,Section 4 5 and Section 6 1 APPROVED AS TO FORM CITY OF KENT,A Washington Municipal Corporation CITY ATTORNEY By: Printed Name: Title: Date- DEVELOPER KENT STATION LLC,a Washington limited liability company By. Tarragon L L C., a Washington limited liability Company,its Manager By Joseph D.Blattner Manager -13- EXHIBIT A Kent Station Legal Description(24 pages) PARCEL1 THAT PORTION OF PARCEL"A"DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 2001020900D549;AND TRACT"X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO. 20010209000550; AND OF PARCELS"A","B","C", "D", AND"E"DESCRIBED IN DEED FROM LEO G. BRUTSCHE AND NORMA J. BRUTSCHE TO THE CITY OF KENT UNDER KING COUNTY RECORDING NUMBER 9905042556;AND OF TEMPERANCE STREET RIGHT OF WAY IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89, RECORDS OF KING COUNTY, WASHINGTON, BEINGA PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W M , IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W M IN KING COUNTY, WASHINGTON; THENCE NORTH 88036'27"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH;THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X"AS DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO. 20010209000550; THENCE CONTINUING SOUTH 01038'30"WEST ALONG SAID WEST LINE A DISTANCE OF 133.06 FEET TO THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS,PAGE 89, RECORDS OF KING COUNTY,WASHINGTON, THENCE NORTH 88034'10"WEST ALONG SAID NORTH MARGIN,A DISTANCE OF 321.86 FEET TO INTERSECT THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION AND THE POINT OF BEGINNING, THENCE SOUTH 01 038'03"WEST ALONG SAID NORTHERLY PROLONGATION AND SAID WEST MARGIN 353.89 FEET TO A POINT OF CURVE, THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00 FEET THROUGH A CENTRAL ANGLE OF 8904749"AN ARC DISTANCE OF 31.35 FEET, THENCE NORTH 88034'10"WEST 9 80 FEET TO INTERSECT THE ARC OF A CURVE TO THE LEFT IN THE SOUTHERLY LINE OF A 60-FOOT WIDE TRACT OF LAND AS DESCRIBED IN PARCEL"E"OF DEED UNDER KING COUNTY RECORDING NO. 9905042556, FOR A SPUR TRACK OVER BLOCK 1 AND BLOCK 2 SAID PLAT OF RAMSAY'S ADDITION, THE CENTER OF WHICH BEARS SOUTH 59601'48"WEST 353.06 FEET DISTANT; THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE AND CURVE TO THE LEFT HAVING A RADIUS OF 353.06 FEET, THROUGH A CENTRAL ANGLE OF 51°09'55"AN ARC DISTANCE OF 315.28 FEET TO THE CENTERLINE OF VACATED THIRD AVENUE NORTH,AS VACATED BY CITY OF KENT ORDINANCE NO.2779, RECORDED UNDER KING COUNTY RECORDING NO. 8807130681; THENCE NORTH 01037'42"EAST ALONG SAID CENTERLINE 60.30 FEET TO INTERSECT THE ARC OF A CURVE TO THE LEFT IN THE NORTHERLY LINE OF SAID 60-FOOT WIDE TRACT, THE CENTER OF WHICH BEARS SOUTH 06057'21"WEST 413 06 FEET; THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE AND CURVE TO THE LEFT HAVING A RADIUS OF 413.06 FEET THROUGH A CENTRAL ANGLE 5031'31", AN ARC DISTANCE OF 39.83 FEET TO A POINT OF TANGENCY IN THE SOUTH LINE OF LOT 11, BLOCK 1, SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT; THENCE NORTH 88034'10"WEST ALONG THE SOUTH LINE OF SAID LOT 11 AND WESTERLY PROLONGATION THEREOF A DISTANCE OF 220.06 FEET TO INTERSECT THE EAST LINE OF THE WEST 29 FEET OF LOT 2, BLOCK 1, SAID PLAT OF RAMSAY$ADDITION TO THE TOWN OF KENT, THENCE NORTH 01037'15"EAST ALONG SAID EAST LINE A DISTANCE OF 25.00 FEET, THENCE NORTH B8034'10"WEST A DISTANCE OF 15.00 FEET TO INTERSECT THE EAST LINE OF THE WEST 14 FEET OF LOT 2, BLOCK 1,SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,SAID EAST LINE BEING 47 FEET EAST OF,AS MEASURED PERPENDICULAR TO,THE CENTERLINE OF FOURTH AVENUE NORTH; THENCE NORTH 01037'15"EAST ALONG SAID EAST LINE AND NORTHERLY PROLONGATION THEREOF A DISTANCE OF 124.94 FEET TO INTERSECT THE NORTH MARGIN OF TEMPERANCE STREET IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT, THENCE NORTH 01037'08"PARALLEL WITH THE CENTERLINE OF FOURTH AVENUE NORTH A DISTANCE OF 303.04 FEET,THENCE NORTH 46037'26" EAST 25.36 FEET;THENCE SOUTH 88022'52" EAST 278 79 FEET TO A POINT OF CURVE, THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 267 00 FEET; THROUGH A CENTRAL ANGLE OF 90000'55",AN ARC DISTANCE OF 419 47 FEET TO A POINT OF TANGENCY IN THE NORTHERLY PROLONGATION OF THE WEST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT; SAID POINT BEING 52 04 FEET NORTH OF THE POINT OF BEGINNING AS MEASURED ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN; THENCE SOUTH 01 038'03"WEST ALONG THE NORTHERLY PROLONGATION OF SAID WEST MARGIN A DISTANCE OF 52 04 FEET TO THE POINT OF BEGINNING CONTAINING 285,651 SQUARE FEET MORE OR LESS. 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L) U R I V k rq ryls ti y s : �2g �y s 4 4'yy���'y'y�q PARCEL 1 ��♦ m w FN n+ N s N _� N CITY OF (CENT w o� y N � y 6,z m x C/TY OF KENT, WASHINGTON page 1 Triad Standard Prototype Settings Project : 01225 Fri October 25 16 : 03 :34 200� Parcel Map Check -- ----- -------------------------------------------- ------------------ ------ Parcel name: PARCEL-1 North : 143363 . 8148 East : 1653092 . 9906 Line Course: S 01-38-03 W Length: 30 . 00 North: 143333 . 8270 East : 1653092 . 1350 Line Course : S 01-38-03 W Length: 323 .89 North: 143010 . 0687 East : 1653082 . 8984 Curve Length: 31.35 Radius: 20. 00 Delta: 89-47-49 Tangent : 19.93 Chord: 28 .23 Course: S 46-31-56 W Course In: N 88-21-59 W Course Out : S 01-25-50 W RP North: 143010 . 6389 East : 1653062 . 906S. End North: 142990 . 6451 East : 1653062 . 4072 Line Course : N 88-34-10 W Length: 9. 80 North: 142990 . 8898 East : 1653052 . 6103 Curve Length: 315.29 Radius: 353 . 06 Delta: 51-09-56 Tangent : 169. 02 Chord: 304 . 91 Course: N 56-33-10 W Course In: S 59-01-48 W Course Out : N 07-51-52 E RP North: 142809 .2089 East : 1652749 . 8836 End North: 143158 . 9482 East : 1652798 . 1928 ne Course : N 01-37-42 E Length: 60.30 North: 143219 .2239 East : 1652799. 9063 Curve Length: 39 .83 Radius: 413 . 06 Delta: 5-31-31 Tangent : 19. 93 Chord: 39. 82 Course: N 85-48-25 W Course In: S 06-57-21 W Course Out : N 01-25-50 E RP North: 142809.2041 East : 1652749 . 8830 End North: 143222 . 1353 East : 1652760 , 1951 Line Course : N 88-34-10 W Length: 121 . 14 North: 143225 . 1596 East : 1652639 . 0929 Line Course : N 88-34-10 W Length: 98. 92 North: 143227 .6292 East : 1652540 .2037 Line Course : N 01-37-15 E Length: 25. 00 North: 143252 . 6192 East : 1652540 . 9108 Line Course : N 88-34-10 W Length: 15. 00 North: 143252 . 9937 East : 1652525 . 9155 Line Course : N 01-37-15 E Length: 94 . 94 North: 143347 . 8957 East : 1652528 . 6009 Line Course : N 01-37-15 E Length: 30 .00 North: 143377 . 8837 East : 1652529 .4495 Line Course : N 01-37-08 E Length: 152 .98 North: 143530 . 8026 East : 1652533 . 7713 Line Course : N 01-37-08 E Length: 150. 06 North: 143680 . 8027 East : 1652538 . 0107 page 2 Triad Standard Prototype Settings Project : 01225 Fri October 25 16 : 03 :34 102 Parcel Map Check Line Course : N 46-37-26 E Length: 25.36 North : 143698 .2196 East : 1652556 . 4439 Line Course : S 88-22-52 E Length: 278 . 79 North : 143690 . 3434 East : 1652835 . 1226 Curve Length: 419 .47 Radius: 267. 00 Delta : 90-00-55 Tangent : 267 . 07 Chord : 377. 65 Course: S 43-22-25 E Course In : S 01-37-08 W Course Out : S 88-21-57 E RP North : 143423 . 4500 East : 1652827 . 5796 End North : 143415 . 8358 East : 1653094 . 4710 Line Course : S 01-38-03 W Length: 52 . 04 North: 143363 . 8169 East : 1653092 . 9869 Perimeter: 2274 . 15 Area : 285, 650 . 97 6 . 56 Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure : 0 . 0042 Course: N 59-18-48 W Error North: 0 . 00216 East : -0 . 00365 Precision 1 : 541, 466 . 67 PARCEL 2 THAT PORTION OF PARCEL"A", "B", AND"C", DESCRIBED IN DEED FROM BORDEN CHEMICAL -I O THE CITY OF KENT UNDER KING COUNTY RECORDING NO.20010209000509; AND TRACT "X" DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO.20010209000550; BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M., IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W M.IN KING COUNTY,WASHINGTON;THENCE NORTH 881136'27"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TO A LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF, AS MEASURED PERPENDICULAR TO,THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH,THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS"A","B",AND"C"A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT X'AND A POINT ON THE ARC OF A CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS NORTH 42°48'33" WEST 265.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF265 44 FEET, THROUGH A CENTRAL ANGLE OF 049928', AN ARC DISTANCE OF 21.58 FEET TO A LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING; THENCE SOUTH 01038'30"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78.23 FEET TO A POINT OF CURVE; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF20.00 FEET,THROUGH A CENTRAL ANGLE OF 89047 20"AN ARC DISTANCE OF 31.34 FEET TO A POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.60 FEET NORTH OF,AS MEASURED PERPENDICULAR TO, THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF j 5 RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS,PAGE 89, IN KING COUNTY, WASHINGTON; THENCE NORTH 88034'10"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 201.87 FEET TO A POINT OF CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 18.00 FEET,THROUGH A CENTRAL ANGLE OF 90012'13"AN ARC DISTANCE OF 28.34 FEET TO A POINT OF TANGENCY, SAID POINT BEING 38 56 FEETNORTH OF THE NORTH MARGIN OF TEMPERANCE STREET AS MEASURED ALONG THE NORTHERLY PROLONGATION OF THE EAST MARGIN OF SECOND AVENUE NORTH IN SAID PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT; THENCE NORTH 01038'03"EAST ALONG SAID NORTHERLY PROLONGATION A DISTANCE OF 13.25 FEET TO A POINT OF CURVE; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF333.00, THROUGH A CENTRAL ANGLE OF 90000'55"AN ARC DISTANCE OF 523A 6 FEET; THENCE NORTH 88022'52"WEST 280.62 FEET; THENCE NORTH 44008'44"W EST 25.19 FEET; THENCE NORTH 00"05'23"EAST 163 78 FEET; THENCE NORTH 06056'26" EAST 89.62 FEET TO INTERSECT A LINE PARALLEL WITH AND 9.00 FEET EAST OF EAST LINE OF FOURTH AVENUE NORTH AS APPROPRIATED BY CITY OF KENT UNDER SUPERIOR COURT CAUSE NO.706251; THENCE NORTH 01037'08" EAST ALONG SAID EAST LINE A DISTANCE OF 97.51 FEET. THENCE SOUTH 88022'52"EAST 15.00 FEET; THENCE NORTH 01 037'08"EAST 25.00 FEET; THENCE NORTH 88°22'52"WEST 15.00 FEET; THENCE NORTH 01"37'08"EAST 31.08 FEET; THENCE NORTH 46°30'20"EAST 44.40 FEET TO THE SOUTH LINE OF THE NORTH 52.50 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 24; THENCE SOUTH 8n6'27"EAST ALONG SAID SOUTH LINE A DISTANCE OF 820.00 FEET; THENCE SOUTH 34049'00" EAST 27.89 FEET TO INTERSECT ALINE PARALLEL WITH AND 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE NORTH AND EAST LINE OF SAID PARCELS"A","B",AND"C'; THENCE SOUTH 01038'30"WEST ALONG SAID EAST LINE 30.00 FEET, THENCE NORTH 88021'30"WEST 10 00 FEET; THENCE SOUTH 01 038'30"WEST 10.00 FEET; THENCE SOUTH 88021'30"EAST 10.00 FEET TO THE EAST LINE OF SAID PARCELS"A",'8" AND "C"; THENCE SOUTH 01038'30"WEST ALONG SAID EAST LINE A DISTANCE OF 661.85 FEET TO THE TO THE.POINT OF BEGINNING. CONTAINING 507,848 SQUARE FEET MORE OR LESS n . o �•dL LAK9 0 EXPIR ofeiO4 1` page 1 Triad Standard Prototype Settings Project : 01225 Fri November 08 0R :43 :01 2002 Parcel Map Check Parcel name: PARCEL-2 North: 143474. 7827 East : 1653402 . 1505 Line Course: S 01-38-30 W Length: 78.23 North: 143396.5848 East : 1653399. 9093 Curve Length: 31.34 Radius : 20. 00 Delta: 89-47-20 Tangent : 19. 53 Chord: 28 . 23 Course : S 46-32-10 W Course In: N 88-21-30 W Course Out : 5 01-25-50 W RP North: 143397.1578 East : 1653379. 9176 End North: 143377 . 1640 East : 1653379.4182 Line Course: N 88-34-10 W Length: 201 . 87 North: 143382 .2037 EasL : 1653177 . 6112 Curve Length: 28.34 Radius: 18. 00 Delta: 90-12-13 Tangent : 18. 06 Chord: 25 - 50 Course: N 43-26-04 W Course In: N 01-25-50 E Course Out: N 68-21-57 W RP North: 113400 . 1981 East 1653178 . 0605 End North: 143400. 7115 East 1653160 . 0679 Line Course: N 01 38 03 E Length: 13 .25 North: 143413 . 9561 East 1653160 .4457 Curvc Length: 523 . 16 Radius : 333 . 00 Delta: 90-00-55 Tangent : 333 . 09 Chord: 471 . 00 Course: N 43-22-25 W Course In: N 88-21-57 W Course Out: N 01-37-08 E RP North: 143423 .4525 East : 1652827 . 5812 End North: 143756. 3196 East : 1652836 . 9B68 T.1ne Course: N 88-22-52 W Length: 280 .62 - -- North: 143764 .2474 East : 1652556 .4808 Line Course: N 44-08-44 W Length: 25 . 19 North: 143782 . 3231 East : 1652538 . 9364 Line Course: N 00-05-23 E LeriyLh : 16. .78 North: 143946. 1029 East : 1652539. 1929 Line Course: N 06-56-26 E Length: 89. 62 North: 1.44035. 0661 East : 1652550.0225 Line Course: N 01-37-08 F Length: 97 .51 North: 144132. 5372 East : 1652552.7773 Linc Course: S 88-22-52 E Length: 15. 00 North: 144132 . 1134 East : 1652567. 7713 Line Course: N 01 37-08 E Length: 25. 00 North: 144157. 1035 East : 1652568 .4776 Line Course : N 88-22-52 W Length: 15 . 00 North: 144157 . 5272 East : 1652553'.,1835 Line Course: N 01-37-08 L Length: 31 . 08 North: 144188. 5948 East : 1652554 . 3616 SANITARY SEWER EASEMENT AREA THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M , KING COUNTY, WASHINGTON LYING WITHIN A 15-FOOT WIDE STRIP OF LAND, BEING 7 50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERINE. BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTH 52 50 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SAID SECTION 24 WITH THE WEST LINE OF THE EAST 517 55 FEET OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 24,THENCE SOUTH 160 37' S1"WEST 28 84 FEET,THENCE SOUTH 01" 38'30"WEST 425 15 FEET,THENCE SOUTH 55° 18' 12" EAST 67 22 FEET; THENCE SOUTH 280 31'30"WEST 2 86 FEET TO THE TERMINUS OF THE DESCRIBED CENTERLINE THE SIDELINES OF SAID STRIP TO BE EXTENDED OR DIMINISHED TO INTERSECT THE ARC OF A CURVE HAVING A RADIUS OF 333 00 FEET; THE CENTER OF WHICH BEARS SOUTH 28012'16"WEST FROM THE TERMINUS OF SAID DESCRIBED CENTERLINE. SIDEWALK EASEMENT AREA THAT PORTION OF PARCEL"A","B",AND"C", DESCRIBED IN DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER KING COUNTY RECORDING NO.20010209000549, AND OF TRACT"X"DESCRIBED IN QUIT CLAIM DEED FROM BORDEN CHEMICAL TO THE CITY OF KENT UNDER RECORDING NO 20010209000550; BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M., IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24, TOWNSHIP 22 NORTH, RANGE 4 EAST,W.M IN KING COUNTY, WASHINGTON; THENCE NORTH 88036'27"WEST ALONG THE NORTH LINE OF SAID SUBDIVISION TOA LINE PARALLEL WITH AND DISTANCE 30 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID PARALLEL LINE BEING THE NORTHERLY PRODUCTION OF THE WEST LINE OF FIRST AVENUE NORTH, THENCE SOUTH 01038'30"WEST ALONG SAID WEST LINE AND EAST LINE OF SAID PARCELS "A",-13%AND"C"A DISTANCE OF 762.45 FEET TO THE NORTHEAST CORNER OF TRACT"X" AND A POINT ON THE ARC OF A CURVE TO THE RIGHT,THE CENTER OF WHICH BEARS NORTH 42048'33"WEST 265.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 265.44 FEET, THROUGH A CENTRAL ANGLE OF 04039-28",AN ARC DISTANCE OF 2158 FEET TO A LINE PARALLEL WITH AND DISTANT 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO, THE WEST LINE OF FIRST AVENUE NORTH AND THE POINT OF BEGINNING; THENCE SOUTH 01038'30"WEST ALONG SAID PARALLEL LINE A DISTANCE OF 78 23 FEET TO A POINT OF CURVE; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20 00 FEET,THROUGH A CENTRAL ANGLE OF 89047'20"AN ARC DISTANCE OF 31.34 FEET TO A POINT OF TANGENCY IN A LINE PARALLEL WITH AND 20.50 FEET NORTH OF,AS MEASURED PERPENDICULAR TO,THE NORTH MARGIN OF TEMPERANCE STREET IN THE PLAT OF RAMSAYS ADDITION TO THE TOWN OF KENT,AS RECORDED IN VOLUME 16 OF PLATS, PAGE 89, IN KING COUNTY,WASHINGTON; W. JAMES ST. ----------- ------ -- -� FND EX 4" X 4"CONC n o y MON W/ 2" BRASS DISC AND PUNCH ON. 0 4' IN CASE M w 11-10-00 v�oo (ACCEPTED AS NE COR NWI/4 NE1/4 SEC 24-22-4) N8821'30'W N 144250 1960 I I 2 00' E 165J470 J9JO I I PARCEL C 7LI2422049127 I O I' cn o y I 0 m mI Q � PARCEL B 7LI2422049144 II �o O O I S _ I CITY OF KENT 2' SIDEWALK EASEMENT i pv�i�in 480" Qg \ 6 =4'3928" 460' = R-265 44' v y p IS j$ L=21 56' \\?per. I I g�=i; PARCEL A \' ' 7LI2422049126 \�P R=1800' Z x s r a L-28 27' n��v a =8J'49'J1' I kl C, �� R=1800' .hl 2 p L=26 J3' N ^I 21 R N88U4'70"W h 1 1 2 ,� 20J.3Z,.—., cl�p�M - Z ti — — — — —— _ 20I B7' — - —J p -89 47 20' R=20 00' ^^i M 4 =90'12'1J� \ =28J4' L J L m 2'-m SIDEWALK x; QP EASEMENT EXHIBIT , C 2 n CITY OF KENT Ni > a >� CITY OF KENT, WASHJNGTON page 2 0 Project : 01225 Fri November 0R 09:12 : 10 2002 Parcel Map Check Precision 1 : 465f167.44 THENCE SOUTH 340 49'00" EAST 3.37 FEET TO INTERSECT A LINE PARALLEL WITH AND 16 FEET WEST OF,AS MEASURED PERPENDICULAR TO,THE WEST LINE OF FIRST AVENUE NORTH AND EAST LINE OF SAID TRACT"A","B",AND"C"; THENCE SOUTH 01"38'30"WEST ALONG SAID EAST LINE A DISTANCE OF 30 00 FEET TO THE POINT OF BEGINNING 'B. OS 9 O n z•x F lSTEg4,Jw XP ES 9/6jC4 �� page 1 Project : 01225 Fri November 08 09:12 . 08 A002 Parcel Map Check ----------- ----------- ----------------------------------------------------- Parcel name : SIDEWALK ESMT NORTH North: 144176.3440 East : 1953422 .2575 Line Course : B 01 -38-30 W Length: 30. 00 North: 144146. 3563 East : 1653421. 3980 Line Course : N 88-21-30 W Length: 2 . 00 North: 144146 .4136 East : 1653419.3988 Line Course : N 01-38-30 E Length: 32 . 71 North: 144179 .1102 East : 1653420 . 3359 Line Course : S 34-49-00 E Length: 3 . 37 North: 144176.3434 East : 1653422 .2600 Perimeter: 68. 07 Area: 62 . 71 0 . 00 Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0. 0026 Course : S 78-22-21 E Error North: -0. 00053 East : 0 . 00257 Precision 1 : 26, 184.62 0 • . EXHIBIT B MPD Conditions(S pages) Conclusions Based on Findings Planned Unit Development Review With conditions of approval, the Planned Unit Development application will satisfy all of the criteria for approval established by the City Council. Conditions of approval related to street improvements, sidewalk construction, installation of street lighting, planting of street trees, accommodation of bicycle lanes, design of open space areas, non-interference with ongoing site cleanup monitoring activities, location of pedestrian crossings, provision of utility easements, air quality protection, provision for parking, appropriate truck maneuvering areas and compliance with SEPA mitigation measures are necessary to ensure that the Planned Unit Development is developed in a manner consistent with the criteria for approval. Findings of Fact No. 1-5, 6-12. Preliminary Plat Review With conditions of approval, the preliminary plat application to divide 18.2 acres into twenty lots will satisfy all of the criteria for approval established by the City Council. Conditions of approval related to installation of a gravity sewer system, installation of a private stormwater system, installation of a water system, approval of a grading plan, sidewalk construction, location of pedestrian walkways, air quality protection, conveyance of easements and compliance with SEPA mitigation measures are necessary to ensure that development of the plat is accomplished in a manner consistent with the criteria for approval. Findings of Fact No. 1-5, 13-17. DECISIONS Planned Unit Development The request for approval of a Master Plan/Planned Unit Development for mixed-use development of approximately 18.2 acres of property is GRANTED, subject to the following conditions: Fmdings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master PlanlPlanned Unit Development and Preliminary Plat Application #PUD-2002-1 and#SU-2002-9 K/VA#RPP3-2023555 Page 10 of 17 • h) The street bulb-outs shown along the private street shall generally be enlarged to provide for a maximum separation of two parallel parking stalls. Additionally, these areas should be large enough to provide for two street trees and additional pedestrian amenities such as benches, decorative bollards and planters. Any variation to these standards shall be jointly approved by the Kent Fire, Parks, Public Works and Planning Departments. 3. A deceleration lane shall be constructed along the south side of James Street between the intersection of 4th Avenue South and the private street entering the project. The lane width and length shall be approved by the Kent Public Works Department and shall generally be consistent with AASHTO guidelines. The lane shall be designed and constructed to accommodate the future installation of a five-foot bicycle lane along the south side of James Street without the need to relocate the curb, gutter, sidewalk and street trees. This lane shall be constructed concurrent with the construction of the private street connecting James Street to the Grand Arc. The developer shall deed any additional public right of way deemed necessary to construct the deceleration lane. 4. In order to mitigate the restricted access from the North Park residential neighborhood to James Street associated with the construction of a westbound left turn lane from James Street into the protect via the private street, the developer shall improve Cloudy Street between Td Avenue South and 4`h Avenue South. This improvement shall be constructed in conjunction with the installation of the westbound left turn lane from James Street into the private drive entering the site. Subject to minor adjustments as deemed necessary by the Public Works Director, the improvements shall consist of the following: a) Two twelve-foot travel lanes constructed to City of Kent Residential Street Standards. b) One 5-foot asphalt or concrete walkway along either the north or south side of the new roadway. The walkway shall be separated by an extruded curb or other means as approved by the Public Works Department. At the sole discretion of the Public Works Director, the developer may pay a fee in lieu of constructing the above improvements. Such payment shall be based upon an approved engineers cost-estimate and shall include the total cost for the City to construct the above-noted improvements. Payment of fees shall be made Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Application #PUD-2002-1 and#SU-2002-9 KIVA#RPP3-2023555 Page 12 of 17 t shall be installed in conjunction with the first development or Certificate of Occupancy for phase I. 10. The mid-block pedestrian crossing shown on the Grand Arc adjacent to the civic plaza shall be a raised crossing, shall be aesthetically treated, shall incorporate traffic calming techniques and shall be jointly approved by the Planning Services Division and Public Works Department. The minimum width of the crosswalk shall be twelve-feet Signs, notifying motorists of the mid-block crossing, shall be installed both directions along the Grand Arc. This signage and pavement markings shall be consistent with the Manual Uniform Traffic Control Devices (MUTCD) 11. During site development and building construction, the developer shall implement all applicable construction-related measures to reduce air quality impacts as outlined in item 2(C) of the PAO mitigation document. 12. The developer shall convey all private and public easements necessary for the construction and maintenance of the required improvements for this development 13. The developer shall provide cross-access easements for access, utilities, parking and landscaping. These easements shall be reviewed by the Planning Services Division prior to recordation. Recorded copies of said easements shall be provided to the Planning Services Division prior to the issuance of any certificate of occupancy for affected buildings. 14. Occupancy of the cinema shall not be permitted unless a Parking Agreement is reached between the City and Sound Transit that allows for the required cinema parking. 15. The minimum pedestrian area width for sidewalks along 1st Avenue North shall be consistent with the Kent Downtown Design Guidelines with a minimum of 10', unless otherwise modified by the Planning Manager. Additionally, Crime Prevention through Environmental Design (CPTD) measures shall be employed along 151 Avenue North to provide "eyes on the street." 16. A Development Agreement, pursuant to RCW 36.70B.180 — 210 shall be executed between the City and the Developer in a manner consistent with approval of this application. This Agreement shall be executed prior to the issuance of any development permit for the proposed PUD. Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master PlanlPlanned Unit Development and Preliminary Plat Application #PUD-2002-1 and#SU-2002-9 KIVA#RPP3-2023555 Page 14 of 17 At a minimum, all utilities shall be stubbed to the edge of the purchased property to serve future development parcels. 2. All engineering plans shall meet the minimum requirements of the City of Kent Construction Standards (in effect as of November 13, 2002 and consistent with the vesting of Development Standards as outlined in the Development Agreement between the Developer and the City) applicable City of Kent Development Assistance Brochures and the 2002 City of Kent Surface Water Design Manual. 3. A schematic grading plan for the entire subdivision shall be submitted. A detailed grading plan shall be submitted for each phase of development. The detailed grading plan shall be in conformance with Uniform Building Code, City of Kent Construction Standards (in effect as of November 13, 2002) and City of Kent Development Assistance Brochure #1-3, Excavation and Grading Permits and Grading Plans. These plans will include provisions for utilities, roadways, stormwater treatment facilities, and a building footpad for each lot. 4. The developer shall construct the final sidewalks along the Grand Arc in conjunction with each approved building permit that abuts the right-of-way. The sidewalks shall be a minimum of thirteen feet in width (comprised of 9 feet of walkway and 4 feet of amenities), and shall meet City of Kent Construction Standards (in effect as of November 13, 2002 and consistent with the vesting of Development Standards as outlined in the Development Agreement between the Developer and the City). Further, the sidewalks shall generally be consistent with the sidewalk pattern as identified in the Commuter Rail Station Area Study and the Kent Downtown Gateways protect. The final sidewalk design shall be jointly approved by the Kent Planning Services Division and Public Works Department. 5. In order to create a continuous pedestrian walkway through the project site,given that future phases will be constructed over time, the developer shall construct a paved temporary walkway along both sides of the Grand Arc connecting Smith Street to 4" Avenue South. This continuous walkway shall be constructed prior to or in conjunction with the first Certificate of Occupancy for Phase I and shall be constructed along those areas not subject to Condition #4 (above). 6. During site development and building construction, the developer shall implement all applicable construction-related measures to reduce air quality impacts as outlined in item 2(C) of the PAO mitigation document. Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Application #PUD-2002-1 and#SU-2002-9 K/VA #RPP3-2023555 Page 16 of 17 EXHIBU C PAO tji as es ORDINANCE NO. 310 AN ORDINANCE of the City Council of the City of Kent, Washington, establishing a Planned Action for a site approximately 25 0 acres in size, bound by James and Harrison Streets, 4`h Avenue and I" Avenue, as described in the adopted Kent Station Supplemental Environmental Impact Statement. WHEREAS, the Governor's Task Force on Regulatory Reform recommended changes to state law that would enable local governments to consolidate environmental review of plans prepared under the Washington State Growth Management Act (GMA), and WHEREAS, both the State Environmental Policy Act ("SEPA') and Chapter 36 70B Revised Code of Washington C RCW')provide for the integration of environmental review with project review through the establishment of "Planned Actions", and WHEREAS, Planned Actions expedite the permitting process where substantial planning and environmental analysis have been done prospectively for specific geographic areas that are less extensive than the mumcrpahty's jurisdictional boundaries or that are for certain types of development, and 1 Planned Action Ordinance— Kent Station SETS WHEREAS, the Sound Transit Commuter Rail Station began operation in the City of Kent on February S, 2001, and the presence of this transit service is consistent with and would enhance mixed-use development on the Planned Action site, and WHEREAS, the City of Kent over the years has provided an ongoing opportunity for public participation and review process for preparation of its Comprehensive Plan, the Downtown Strategic Action Plan and Integrated Environmental Impact Statement, and the Kent Station Planned Action Ordinance,and WHEREAS, on July 9, 2002 the Kent City Council Planning Comrnittee held a public meeting on this Planned Action Ordinance to allow an opportunity for public comment as required by WAC 197-11-168, and WHEREAS, the Kent Station Planned Action Supplemental Environmental Impact Statement (hereafter"SEIS') identifies impacts and mitigation measures associated with the planned development,and WHEREAS, this Ordinance would designate certma land uses and activities as Planned Actions" that would be consistent with the Downtown Commercial Enterprise zoning distract designations within Downtown Kent NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS SECTION 1. - Purpose The City Council declares that the purpose of this ordinance is to 3 Planned Action Ordinance— Kent Station SEIS SECTION 2. -Findings The City Council finds that, A The City of Kent selects Alternative 2, as set forth in the SEIS, as its preferred alternative, and B. The City of Kent Comprehensive Plan Environmental Impact Statement, the City of Kent Downtown Strategic Action Plan and Integrated Supplemental Environmental Impact Statement (together "DSAP"), and the SEIS adequately address all significant environmental impacts associated with the Planned Action described in the SEIS for Alternative 2; and C. The mitigation measures contained in the Mitigation Document, Exhibit A of this Ordinance, together with the City's development standards and any future mitigation measures that may be imposed through the land use process, are adequate to mitigate the significant adverse environmental impacts of the Planned Action Projects addressed m the SEIS Additional voluntary mitigation measures may also be incorporated in a subsequent development agreement pursuant to RCW 36 70B 170; and D. The SEIS Planned Actions, also referred to as "Planned Action Projects" (as described by Alternative 2 in the SEIS), as set forth in Section 3(D) of this Ordinance, will benefit the public, will protect the environment, and will enhance economic development, and E The City has provided numerous opportunities for public involvement and review; has considered all comments received; and this public participation process has resulted in modifications to mitigation measures and Planned Action conceptual alternatives 5 Planned Action Ordinance— Kent Station SEIS documents incorporated by reference in the SEIS may also be utilized to assist in analyzing impacts and determining appropriate mitigation measures. C. Planned Action Designated Land uses and activities described in the SEIS, subject to the thresholds described in Section 3(D) and the mitigation measures described in the Mitigation Document, Exhibit A, are designated Planned Actions or Planned Action Projects pursuant to RCW 43.21C 031. A land use permit application for a site-specific Planned Action Project within the Subarea shall be designated as a Planned Action if it meets the criteria set forth in Section 3(D) of this Ordinance and applicable laws, codes, development regulations and standards of the City D. Planned Action Thresholds. 1. Land Use Subject to the mitigation measures described in Exhibit A, the following land uses and development levels, together with the customary accessory uses and amenities described in the SEIS, are Planned Actions pursuant to RCW 43 21 C.031 a. Land Uses The following uses are the primary uses analyzed in the SEIS. 1. Office, ii. Retail commercial; in. Restaurant, lv Multifamily residential, V. Cinema, vi Community College; vu Hotel&Conference Center, vial. Surface pig, IX Structured parking,and x Street and infrastructure improvements. 7 Planned Action Ordinance— Sent Station SEIS A list of general uses available to the land use categories featured in the above Summary of Development table, with appropriate development standards, is described in Kent City Code 15 04 Surface parking includes on- street spaces within the site, and structured parking includes `stand-alone' parking garages as well as parking structured within and beneath mixed-use development If future development proposals in the Planned Action area exceed the maximum development parameters reviewed in the SEIS, further environmental review may be required under SEPA, as provided in WAC 197- 11-172 If proposed plans significantly change the location of uses in a manner that would alter the environmental determinations in the SEIS,additional SEPA review also would be required Sluftmg the total build-out of square footage between uses may be permitted so long as the total build-out does not exceed the aggregate amount of development, trip generation, and parking thresholds reviewed under the SEIS, and so long as the impacts of that development have been identified and mitigated in the SEIS and the Mitigation Document 2 Building Heights and Thresholds. The Planned Action Area is entirely located within the Downtown Commercial Enterprise (DCE) zoning district Under Kent City Code 15 04190, there is no height limitation in the DCE zoning district. However, proposed building height is subject to Kent City Code 15 09 046 Downtown Design Review The building heights reviewed in the SEIS range from one story to six stones In comparison with the building heights reviewed in the SEIS,a proposed increase in height greater than one (1) additional story may require additional SEPA review to address aesthetic impacts 3 Building Setbacks- Building setbacks shall be established by existing development regulations and Downtown and Multifamily Design Review 9 Planned Action Ordinance— Kent Station SEIS e. Road Improvements The Planned Action would regiae off-site road improvements as follows- Phase I (0 to 690 net new PM peak hour trips) Subject to the Public Work's Director's discretion provided for in subsection 5(c) above,Phase I mitigation vnll be triggered by the first application and will apply to all developments until the point those developments generate up to a total of 690 net new PM peak hour trips For any of these proposals, all of the traffic improvements listed below must be constructed before the City will issue any Certificates of Occupancy At the discretion of the Public Works Director, the City may accept a fee in lieu of constructing these improvements Any fee shall be for the full cost to the City for the construction of the improvements • 4`b Avenue N/S 228`b Street. Construct a right-turn lane on eastbound S 228d' Street to southbound 0 Avenue N. Combined with protected phasing for this new right-turn lane, operations could be unproved from LOS F to LOS D during the PM peak hour. • Central Avenue S/W Willis Street: Construct a new nght-turn lane on southbound Central Avenue S to westbound W Willis Street The new right-turn lane would operate protected with east and westbound left- tam movements to establish a LOS D. • 2nd Avenue S/W Willis Street: Tlus unsignalized intersection is anticipated to operate at LOS F on the minor approaches of 2id Avenue S in 2010 with ether the Proposed Action or No Action alternatives. Restrict I 1 Planned Action Ordinance— Kent Station SEIS These road improvements have been analyzed in the SEIS. Significant changes to the road improvement plan proposed as part of any Planned Action Project that have the potential to significantly increase impacts to air quality, water quality, fisheries resources,noise levels or other factors beyond the levels analyzed in the SEIS may require additional SEPA review b Earth: A significant change from the base of information and significant impacts contained in the SEIS under Prior PIanning and Environmental Review and from the soil and groundwater contamination identified under Earth/Environmental Health in Chapter III of the SEIS that have the potential to adversely affect water quality, fisheries resources or environmental health concerns shall require additional SEPA review,including possible MICA compliance 7. Air Quality: A significant change in site layout or traffic generation from that identified and evaluated in the SEIS that could affect localized air quality would require additional SEPA review. Construction related mitigation measures to reduce air quality impacts, as outlined in the SEIS, shall be incorporated into the construction plans where appropriate. S Water. A significant change from the base of information and significant impact analysis contained in the SEIS under Prior Flaming and Environmental Review, and from the wetlands that were analyzed under Wetlands in Chapter III of the SEIS that have the potential to adversely affect water quality or fisheries resources in a material manner not identified in the SEIS will require additional SEPA review The City will rely on adopted local, state, and federal regulations to mitigate the significant impacts to water quality and quantity from the Planned Actions 13 Planned Action Ordinance— Kent Station SETS which together constitute sufficient nutigafion for the significant environmental impacts associated with the proposed project;and g. The proposed project complies with all applicable local, county, state, and federal regulations, and where appropriate, the proposed project complies with needed variances or modifications or other special permits have been identified;and h. The proposed project is not an essential public facility F Effect of Planned Action 1 Upon designation by the SEPA Responsible Official that the development proposal within the Planned Action Area quahfies as a Planned Action pursuant to this Ordinance and WAC 197-11-172, the project shall not be subject to a SEPA threshold determination, an environmental impact statement (EIS), or any additional review under SEPA 2. Being designated a Planned Action or Planned Action Project means that a proposed project has been reviewed in accordance with this Ordinance, and found to be consistent with the development parameters and environmental analysis included in the SEIS, including its incorporated and adopted documents 3 —Planned Action Projects will not be subject to further procedural renew under SEPA However, these projects will be subject to condittoas as outlined in this document and the attached Exhibit A, which are designed to mitigate any environmental impacts resulting from the project proposal. Additionally, projects will be subject to applicable City, state and federal regulatory requirements The Planned Action designation shall not excuse a project from meeting the City's code and ordinance requirements apart from the SEPA process 15 Planned Action Ordinance— Kent Station SEIS the project has qualified as a Planned Action. If notice is not otherwise required for the underlying permit,no special notice is required. 6. If a project is determined not to be a Planned Action, the Planning Manager shall notify the applicant and prescribe a SEPA review procedure consistent with the City SEPA procedures and state laws. The notice to the applicant shall describe the elements of the application that result in disqualification as a Planned Action. 7 Projects disqualified as a Planned Action may use or incorporate relevant elements of the environmental review analysis in the SEIS prepared for the Planned Action, as well as other environmental documents to assist in meeting SEPA requirements The SEPA Official may choose to limit the scope of the SEPA review to those issues and environmental impacts not previously addressed in the SEIS. SECTION 4. - Time Period. This Planned Action Ordinance shall be reviewed no later than December 1, 2010 by the Planning Manager to deternune its continuing validity with respect to the environmental conditions of the Planned Action Area and the vicinity and adequacy of Planned Action requirements and mitigation. Based upon this review, this Ordinance may be amended as needed, and another review period may be specified. SECTION 5. - Con ict In the event of a conflict between the Ordinance or any mitigation measures unposed pursuant thereto and any ordinance or regulation of the City, the provisions of this Ordinance shall control EXCEPT that provision of any Uniform Code shall supersede SECTION 6. -Severabihty Should any section, subsection,paragraph, sentence, clause or phrase of this Ordinance or its application be declared unconstitutional or invalid for any reason,such decision shall not affect the validity of 17 Planned Action Ordinance— Kent Station SEIS APPROVED AS TO FORM: � , "' TOM BRUBAKER, CITY ATTORNEY PASSED- 16 day of 2002. APPROVED !(a day of 2002 PUBLISHED. c2— day of 2002. I hereby certify that this is a true copy of Ordinance No 36 0 passed by the City Council of the City of Kent, Washington, and approved by the Mayor of the City of Kent as hereon indicated Q--,/ SEAL) BRENDA JACOBE ITY CLERK Pal'lgi�Il�.lAo�4�YY4 ��\.• •�••, rA 19 Planned Action Ordinance- Kent Station SEIS Edubit A—Mitigation Document Kent Station Planned Action Page 2 "Proposal means a proposed action, which may be actions and regulatory decisions of an agency,or any actions proposed by applicants. (See 197-11-784) Other Terms The subject site or Planned Action Area may be referenced as "Kent Station," "site," "subject site"or"Planned Action Area"in this document Mitigation measures may also apply to off-site improvements analyzed in the SEIS This document includes mitigation measures that are tied to the approval of site plans, construction plans, civil plans, plats, planned unit developments, and design review Regulations are found in Kent City Code Titles 6,7, 11, 12, 13, 14 and 15. General Interpretation Where a mitigation measure includes the words "shall" or "will" the requirement is mandatory Where "should" or"would" appear the words convey the City's expectation and desires given circumstances presently known, with recognition that pertinent alternate or egwvalent requirements may be unposed as more detailed design or reports are conducted consistent with the mitigation measures. Unless stated specifically otherwise, the mitigation measure requirements to prepare plans, conduct studies, construct improvements, conduct maintenance activities, etc, are the responsibility of the future developer(s)to fund and/or carry out DEVELOPMENT PROPOSED UNDER PLANNED ACTION Proposed Action The Proposed Action reviewed in the SETS includes. • Approval of a plan to redevelop the Planned Action Area within Kent's Downtown as a mixed-use urban village • Adoption of an ordinance designating the Kent Station Site as a Planned Action for purposes of SEPA compliance (per RCW 43.21C.031(2)(a), and WAC 197-11-164 and 197-11-168). The City of Kent Downtown Strategic Action Plan identified the Subject Site("Site")as a key redevelopment opportunity and recommended preparing a master plan The Planned Action designation reflects a decision that adequate environmental review has been completed and that further environmental review, under SEPA, for each specific development phase would not be necessary if it is determined that any given Planned Action Project is consistent with the development levels specified in the Planned Action Ordinance and evaluated in the SEIS and/or applicable development regulations Exhibit A—Mitigation Document Kent Station Planned Acton Page 4 Building heights range from one to six stones (Reference Chapter II, Tables 4 and 5 in the SEIS. All of the alternatives would provide the same public street improvements to 09 2n and 40' Avenues N Two new public streets would also traverse the site- 1) Temperance Street between I" and 2nd Avenues N., and 2) 2"d Avenue N. would be extended from Smith Street to 0 Avenue N (Reference Chapter U-14—II-16 of the SEIS). If future proposed plans exceed the maximum development parameters reviewed, supplemental environmental review may be inquired pursuant to WAC 197-11-172 and other applicable SEPA Rules MITIGATION DOCUMENT Based upon the SEIS,which is incorporated by this reference, this Mitigation Document identifies significant adverse environmental impacts that are anticipated to occur in conjunction with the development of the Proposed Action Mitigation measures are hereby established under SEPA Rules to address specific impacts identified in the SEIS, based upon the Proposed Action. Additional consistency review under the Planned Action, site plan review, and other permit approvals will be required for specific development actions under the Proposed Action pursuant to WAC 197-11-172. Additional project conditions may be unposed on what are deemed to be Planned Action Projects based upon the analysis of the proposal in relationship to independent requirements of city, state or federal requirements or review cntena. Any applicant for a project within the Planned Action Area may request modifications to these mitigation measures, if appropriate and as a result of changed circumstances, in order to allow an equivalent substitute mitigation or removal of a mitigation requirement Such modifications would be evaluated by the City SEPA Responsible Official prior to any approvals by the City,based upon SEPA Rules As permitted under SEPA Rules (WAC 197-11-660), it is recognized that there may be some adverse impacts that are unavoidable because reasonable or feasible mitigation cannot be achieved for the Proposed Action. Provided below for each element of the environment analyzed in the SEIS for the Proposed Action are (a) summary of and/or reference to SEIS analysis of significant environmental impacts (direct, indirect and cumulative); (b) summary of significant unavoidable adverse impacts, (c) mitigation measures established by this Mitigation Document, and (d) a list of federal and state laws and local policies/regulations on which mitigation measures are based Exhibit A—Mitigation Document 'Kent Station Planned Action Page 6 • 2. Air Quality A. Significant Impacts Chapter H of the SEIS includes an examination of significant impacts to air quality in terms of construction activities, generated traffic, and indirect air emissions. In general, reduced emissions of particulates, carbon monoxide and nitrogen oxides would be associated with concentrating growth in a mixed-use pattern at higher densities in pedestrian-onented areas. Localized dust and exhaust emissions would be generated from construction activities. An Air Quality Conforinrty Analysis was conducted in conjunction with the FSEIS. No significant impacts were identified and no mitigation measures related to conformity are required B. Significant Unavoidable Adverse Impacts: Provided that reasonable mitigation measures are properly followed, no significant unavoidable impacts are anticipated. C Mitigation Measures: The following construction related mitigation measures to reduce air quality impacts shall be incorporated into the construction plans where appropnate • Use only equipment and trucks that are maintained in optimal operational condhtron • Require all off road equipment to be retrofitted with emission reduction equipment(i e,require participation in Puget Sound region Diesel Solutions by project sponsors and contractors) • Use bio diesel or other lower-emission fuels for vehicles and equipment • Use carpooling or other tnp reduction strategies for construction workers • Stage construction to minimize overall transportation system congestion and delays to reduce regional emissions of pollutants during construction • Implement construction curbs on hot days when region is at risk for exceeding the ozone NAAQS,and work at night instead • Implement restnctions on construction truck idling(e.g.,limit idhng to a maximum of 5 minutes) • Locate construction equipment away from sensitive receptors such as fresh air intakes to buildings, air conditioners, and sensitive populations • Locate construction staging zones where diesel emissions won't be noticeable to the public or near sensitive populations such as the elderly and the young • Spray exposed soil with water or other suppressant to reduce emissions of PM10 and deposition of particulate matter Pave or use gravel on staging areas and roads that would be exposed for long periods • Cover all trucks transportmg materials,wetting materials in trucks,or providing adequate freeboard(space from the top of the material to the top of the truck bed),to reduce PM10 emissions and deposition during transport Exhibit A—Mitigation Document Kent Station Planned Action Page 8 i C Mitigation Measures. • Mitigation, in the form of off-site compensation, would occur consistent with the City's adopted wetland standards and regulations and shall include the preparation of a wetland mitigation plan. S. Land Use A. Significant Impacts Chapter III of the SEIS includes an examination of significant impacts to land use A summary of impacts is provided below based upon the SEIS Summary Matrix For a more detailed discussion of impacts, see Chapter III of the SEIS • Proposed development would be of higher density and intensity than the No Action alternative and therefore involve potentially greater impacts However, proposed development would be comparable to the density and intensity permitted under current zoning • A nix of uses would occur. • The character of the site would change significantly from low-density, auto- onented, suburban area with small buildings surrounded by large parking lots, to an urbanized,pedestnan-onented/transit-onented district. • Borden Playfields would be replaced by urban park space resulting in a net reduction of between 3 5 and 3 8 acres of park land in the City Demand could increase at other park facilities . • Increased light, noise, and activity associated with an urban area may be noticeable from residential area to the north • Proposal would encourage new econormc, civic and pedestrian activity in the area that indirectly could result in increased development pressure on surrounding properties to intensify. • Some existing uses may be displaced and could relocate within the site or nearby commercial distracts. As redevelopment occurs, potential land use conflicts between adjacent low intensity uses and new development could result B. Significant Unavoidable Adverse Impacts- Some displacement of existing land uses on the Kent Station Planned Action site would occur Some limited contrast in land use intensity,bulk and scale would occur,primarily where larger buildings are proposed adjacent to existing single family residences. Impacts relating to lighting and noise may be mitigated but cannot be entirely avoided, they are considered to be an inherent characteristic of a mixed-use urban neighborhood C Mitigation Measures Kent's adopted Comprehensive Plan, zoning regulations and Downtown Design Guidelines provide policies, processes, standards and development regulations that would mitigate most identified impacts • Utilize careful site planning,building design and buffering Utilize techniques such as lighting limits, full cut-off fixtures, ample landscaping to buffer Exlubit A—Mitigation Document Kent Station Planned Action Page 10 pedestrian oriented environment. On-street, surface and structured parking would be provided • Some negative impacts could result from differences in bulk and scale along the northern edges of the site, where more intensive development would be near single family residential uses The proposed development also would be larger in bulk and scale than the structures in the adjacent Historic Core District • Light, glare and shadowing likely will increase B Significant Unavoidable Adverse Impacts: The expected significant visual and aesthetic change is generally considered to be positive and are consistent with the City of Kent Comprehensive Plan. Mitigation measures below,together with the City's adopted development regulations and design standards are adequate to mitigate the anticipated significant adverse impacts C Mitigation Measures • Utilize careful site planning,building design and buffering. Utilize techniques such as lighting limas, full cut-off fixtures, low hanging street lamps, and ample landscaping to buffer adjacent uses and ensure privacy • Locate taller buildings in the interior of the site,set back upper stones of taller buildings from the street, or utilize additional screening or other design alternatives to reduce the impact to existing single family neighborhoods. • Prohibit reflective building materials 8. Transportation A Significant Impacts Chapter III and Appendix C of the SEIS examines significant impacts to parking and the transportation system A summary of impacts is provided below based upon the SEIS Summary Matrix. • Trip Generation New Weekday trip generation ranges from a total of 13,200 daily and 1,380 PM peak hour trips • Levels of Service Intersection levels of service are expected to generally remain the same as 2010 Baseline for more than half of the study area intersections. At these intersections a slight increase in delay is expected but increase in total intersection volume is insufficient to cause a noticeable change in LOS. Between 14 and 16 study intersections are anticipated to operate at or over capacity with or without the Proposed Action In comparison to 2010 Baseline, 5 additional intersections would operate at or over capacity with Alternative 2. • Valley Freeway SB Ramps/W Willis Street • Valley Freeway NB RampslW Willis Street • 4 Avenue S/W Willis Street • 4`s Avenue N/W Hamson Street • I"Avenue N/W James Street • • Site Access. With or without the Proposed Action, intersections around the perimeter of the site, those providing a connection between the site and the Exhibit A—Miagation Document Kent Station Planned Action Page 12 residential components of Kent Station The TMP shall support a goal of reducing employee and residential Single Occupant Vehicle (SOV) travel along with the potential increase in transit and rail service over time • Off Site Mitigation The Kent Station developer shall pay an Environmental Mitigation Fee to participate in and pay a proportionate share of the construction costs to the City's South 272'd/South 277 h Street Corridor project to support an alternative vehicular through-route that bypasses Downtown Kent The fee shall be at a rate of$1,068 per PM Peak hour trip (in 1986 dollars to be adjusted for inflation based upon the Consumer Pnce Index, US City Average for all Urban Consumers,or the substituted index as prepared by the US Department of Labor). Additionally, the following improvements to the local transportation system shall be provided for Phase I Mitigation (0 to 690 net new PM peak hour trips) • 4te Avenue N/S 228th Street Construct a nght-turn lane on eastbound S 228u' Street to southbound 4`h Avenue N Combined with protected phasing for this new right-tum lane, operations could be improved from LOS F to LOS D during the PM peak hour • Central Avenue S/W Willis Street: Construct a new right-turn lane on southbound Central Avenue S to westbound W Willis Street. The new right-turn lane would operate protected with east and westbound left-tum movements to establish a LOS D. • 2pd Avenue S/W Willis Street: This unsignahzed intersection is anticipated to operate at LOS F on the minor approaches of 2"d Avenue S in 2010 with either the Proposed Action or No Action alternatives Restrict left-tum movements from W Willis Street onto 2"d Avenue S. The followmg improvements to the local transportation system shall be provided for Phase 11 Mitigation(690 to 1,460 net new PM peak hour trips): • 0' Avenue S/W Willis Street- Widen to create a second left-turn lane on eastbound W Willis Street to northbound 4h Avenue S and extend the nght-tum lane on southbound 4`6 Avenue S to westbound W Willis Street The intersection would operate at LOS D during the PM peak hour with these improvements • 4`h Avenue N/W Harrison Street Create channehzed nght-turn lanes on the eastbound and westbound approaches of Harrison Street Operations would improve for right-turning vehicles, by allowing nght-tuinung velucles to bypass vehicles that are waiting in the throughtleft-tum lane and enter the 4d'Avenue N traffic stream more quickly EXHIBIT "Be North Core District � ' u ' f �" C1 11 jQ�Lcj I • C gj � 1'a o G f a i Kcrt j f Kent Station Re Iona Planned Action �^ ( 9 Q ( u �-{ Site 6 0 Ce ter --� J� C� I . �On s-,_ Lib Parks i EXHIBIT D 10 Acre Initial Phase(1 na2e) i I I -- �_—_� lia— TH AVE N _—_—__--_--_'_— Nr — — -- ----"- 1 I OC�EMUN �i •�1'• I I I $c6 4 r 1 zoh I i JM r YL I iEN/N] 3� I 1 +��_ .--•'�F r Ong � � � O r' wtr r I wtlttJJJJ 1 I I 6t R; No F — a I �I �I g� RA; r o, 1�` � r ouNI `, �I I 1 1 flRST AVE N P r RWWAo . M 4 b TI "z , N n (—Z{ ► g � -G o =i O '-` i l KENT STATION MPD Z 0 � a � #PUD-2002-1 AND#SU-2002-9 KIVA#RPP3-2023555 Ke KeM,waSWOOl EXHIBIT E CITY INFRASTRUCTURE IMPROVEMENTS Q panes) Ramsay Way/1"Ave.N.&4`h Ave.N.Widening Project The improvements described in this Exhibit E are to be or have been constructed or provided by the City, unless otherwise noted below First Ave.North—W.Temperance St.to W.James St. Street City will widen First Ave N on the west side between W Temperance St and W James St to provide a 3-lane,36' wide road with asphalt paving, curbs and gutters, street trees, illumination, and undergroundmg of existing power and telephone The City will coordinate with the various utility providers to underground existing utility lines in a Joint ditch in the future sidewalk location Developer, in conjunction with the issuance of a development permit on the adjacent fronting property, shall construct a 10 -12 foot wide concrete sidewalk with street tree frames, grates and root barriers along with any interim asphalt pathway thereto from either or both James St or Temperance St as determined necessary by City All improvements constructed by the Developer shall be in accordance with City Construction Standards Water City will provide one (1)water stub off of the existing waterline to the back of sidewalk in I"Ave at a location to be mutually agreed upon by City and Developer Utilities City will coordinate with the power, telephone and cable companies to underground the existing overhead utilities, and place new facilities in a Joint trench along the west side of 1"Ave Fourth Ave.North—W.Smith St.to W.James St. Street City will widen Fourth Ave by one lane to the east to provide a center left turn lane (5-lane road section, 58' minimum width) from W Smith St to W James St This section will include a 12' wide sidewalk on the east side with street trees, illumination, storm stubs, and utility undergroundmg for power and telephone. A right turn lane will be provided on northbound 4`h Ave to eastbound James St A traffic signal will be installed at the intersection of Fourth Ave and Ramsay Way Utilities. City will coordinate with the power, telephone and cable companies to underground the existing overhead utilities, and place new facilities in a Joint trench along the east side of 4" Ave under the new sidewalk Ramsay Way—W.Temperance to 4`h Ave.N. Street City will extend Second Ave.N (Ramsay Way)from W Temperance through the Property to intersect with 40'Ave -18- N across from the Regional Justice Center dnveway City will provide left turn pockets on Ramsay Way at 4t'Ave N Except at left turn pockets, the roadway will be 44' wide (2- 14' wide lanes and 2 — 8' wide on-street parallel parking lanes),with asphalt pavement,curbs and gutters, street trees,and illumination The scheduling and phasing to construct these improvements will be determined by City unless otherwise noted: • City will install concrete curb and gutter along the entire length of the road on both sides • Developer shall construct the 13 foot wide concrete sidewalks in conjunction with the issuance of a development permit on the adjacent fronting property along with any interim asphalt pathways as determined necessary by City to provide safe continuous walkways to and from 4ih Ave and Temperance St. • City will place street trees at approximate 30' spacing Developer shall install street tree frames and grates and root barriers in accordance with City Construction Standards in conjunction with Developer's construction of the 13 foot wide concrete sidewalk. • City will install street lights These light standards will be 14' high manufactured by Lumec, the Model No P104AF-14-GN6LBC3-GN6, the color is forest green The luminaire is 100 watts HPS, Model No.Z47G-100s-3-GN6 Spacing will be 70' staggered. • All improvements constructed by the Developer shall be in accordance with City Construction Standards. Water City has constructed a new 8" waterline in the roadway from Temperance St which connects to the existing 8" waterline on 40'Ave City has installed fire hydrants at 300' spacing and Stubs have been placed to the R/W line at locations mutually agreed upon by City and Developer Sewer- City has installed a new sewer line (10" diameter maximum size) from a manhole in James Street to approximately 470' south of James St. and crossing 2"d Ave to the south side of the roadway to end at the right of way line at a location agreed to by the Developer Storm City has constructed new storm drain pipes and catch basins in the roadway sized to pick up the road and sidewalk drainage only. Utilities' Developer shall coordinate and cause all the private and/or quasi-private utility service (gas, power, telephone/telecommunication and cable TV)to provide those utilities to the properties within the Property site. City shall not be responsible for any costs associated with providing private and/or quasi private utility services W.Temperance St.—1"Ave. to god Ave. Street City will improve W Temperance Street on the north side between 1" Ave and 2"d Ave to provide a 3-lane, 36' wide asphalt paved roadway with curb and gutter on the north side. Sound Transit is building half-street improvements on the south side of the road with a 10' wide sidewalk City will install street trees and street lights on the north side as described on the Ramsay Way portion of the project Developer, in conjunction with the issuance of a development permit on the adjacent and abutting property, shall construct a 12' wide concrete sidewalk on the north side and install street tree frames and grates and root bamers all -19- in accordance with City Construction Standards 2nd Ave.N.—W.Smith St.to W.Temperance St. Sound Transit will be constructing 2°'Ave up to and including the curb and gutter on the west side of the road from Smith St to Temperance St City will provide street lighting and street trees as described on the Ramsay Way portion. Developer shall construct a 12' wide concrete sidewalk and install street tree frames and grates and root barriers in connection with the issuance of a development permit on any portion of the Kent Station Project Property City reserves the right to use portions of the Property from time to time for construction staging purposes as may be necessary or desirable in connection with the construction of City Infrastructure Improvements,provided,however, City shall use reasonable efforts to coordinate its construction activities so as to not unreasonably interfere with construction activities in Takedown Parcels previously acquired by Developer -20- EXHIBIT F MPD Construction Standards A copy of the City of Kent Construction Standards in effect on the MPD application date are available for review at the City of Kent Mayor's Office 40 10 -21- EXHIBIT G Sound Transit Parkins Garage Aereement(21 aaeesl INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT BETWEEN CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY AND THE CITY OF KENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE EXHIBITS Exhibit A: Description of Parking Structure Exhibit B: Operating Hours Exhibit C: Map of area surrounding Parking Structure Exhibit D: List of Fixed Costs Exhibit E: List of Variable Costs ii WHEREAS, King County had agreed to pay Sound Transit $2,000,000 toward the construction of an additional 191 stalls in the Parking Structure for use by its transit customers; and WHEREAS, the Parties agree that the primary purpose of the Parking Structure is to provide parking for Sound Transit and King County Metro commuters; and WHEREAS, in the Parking Structure Agreement, Sound Transit also agreed to permit parking by the general public for non-rail purposes, subject to terms and conditions to be established by a later use agreement; and WHEREAS, the Parties agree that permitting the general public to use parking spaces not being used by Sound Transit and King County Metro commuters maximizes the public benefit from the investment in the Parking Structure, and WHEREAS, the City's planned "Kent Station" project relies upon the Parking Structure for satisfying the parking requirements of certain proposed uses of adjacent property; and WHEREAS, the uses contemplated by the City on its land surrounding the Parking Structure would require that the Parking Structure be opened until the early morning hours and on weekends; and WHEREAS, the City agrees that Sound Transit should not have to bear any additional cost that are a result of non-commuter use of the facility. WHEREAS, the City and Sound Transit desire to enter into this Parking Structure Use Agreement ("Agreement') to establish ternis and conditions relating to the use of the Parking Structure by the City. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.0 Scope of the Agreement This Agreement specifies the relationship and roles of the Parties as to the use and contribution to the costs of operating and maintaining the Parking Structure The terms of this Agreement shall control in the event it is in conflict with the more general terms of the Parking Structure Construction Agreement. 2.0 Parking Structure Described A description of the Parking Structure is attached to this Agreement as Exhibit "A" and incorporated by this reference. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 2 (Between Central Puget Sound Regional Transit Authority and City of Kent) 4.2 Cost to the General Public . Parking will initially be free. However, Sound Transit reserves the right, without limitation of other parking restrictions to charge the general public to park in the Parking Structure under the following circumstances: a. The City charges for parking on any of its streets, surface parking lots,or parking structures; b. Any other parking structure, garage or surface parking lot within the area depicted on Exhibit"C"charges for parking; C. The Parking Structure has reached "Capacity." Capacity is reached when the Parking Structure is 95% full (excluding ADA parking) prior to the last train leaving before noon or 10 A.M., which ever is later, during eight out of 10 consecutive business days. The counting to determine Capacity can be requested by Sound Transit at anytime. Sound Transit, with a representative of the City, if the City wishes to participate, shall count actual open spaces by driving through the Parking Structure starting at the ground floor at the time the last morning train pulls into the station or 10 A.M., whichever is later. Under this subsection (c), Sound Transit may only charge the public to park until noon. However, this subsection does not prohibit Sound Transit from charging for parking if any of the other subsections of section 4.2 are satisfied ; d. When it is determined that the County's transit customers do not have use of 191 parking stalls on any day before 9.00 P.M.; or e. Sound Transit adopts a system-wide policy to charge for parking in all of its parking structures. 5.0 Operations and Maintenance 5.1 Maintenance, Repair and Replacement Responsibilities 5.1.1 Sound Transit Sound Transit shall be responsible for the maintenance and the operation of the Parking Structure,except as otherwise provided in this Agreement. 5.1.2 City The City has proposed in-land maintenance to offset some of its reimbursements for operation and maintenance of the Parking Structure. Although the Parties could not agree on this at the time of the execution of the Agreement, the Parties agree to revisit the issue in connection with the annual meetings held per subsection 6.3,below. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENP COMMUTER RAIL STATION GARAGE—Page 4 (Between Central Puget Sound Regional Transit Authority and City of Kent) 6.1.2 Variable Costs. Variable Costs are expenditures that are expected to fluctuate with an increase in commuter use. Incremental increases in variable costs will be attributable to increased Commuter Use (including use by King County Metro's customers) and increased use by the general public. Commuter Use is use of the Parking Structure by Sound Transit or King County Metro customers for purposes of boarding a train or bus operated by Sound Transit or King County Metro at the Kent Corrunuter Rail Station. The categories of variable costs are specified in Exhibit"F . a. Two baselines shall be established for variable costs in 2004. (i) The first baseline will be established January 1, 2004 and will include the variable costs paid in 2003. Given that King County Metro will not be using the Parking Structure for the full 2003 calendar year, the baseline will be adjusted to reflect King County Metro use of the Parking Structure for the full year based on costs incurred once King County Metro begins using the Parking Structure. (n) The second baseline shall be comprised of two components: the percentage of Parking Structure users attributed to either Sound Transit or King County Metro transit users and the percentage of Parking Structure users attributed to use by the general public as measured by the actual count of cars entering the Parking Structure during operating hours. Given that public use of the Parking _ Structure is not expected to begin until-July 2004,the count of cars entering the Parking Structure shall be measured the first week in November 2004. In 2004, the City shall pay an amount equal to the increase in variable costs multiplied by the percentage of garage use attributable to the general public, retroactive to the month that any portion of the City's Kent Station project opens for business to the public. b. Two baselines for variable costs shall be established for 2005 and each year thereafter. (i) The first baseline for 2005, and each year thereafter,will be established January I" and will include the variable costs from the previous year. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 6 (Between Central Puget Sound Regional Transit Authority and City of Kent) under section 4.2(c) and 4.2(d) shall be borne by the City. Further, the City agrees that use of the Parking Structure by Sound Transit's or the County's transit customers during any extended operating hours requested by the City is deemed incidental and not a basis for adjustment of the fixed cost baseline. Therefore, for example, the cost associated with limiting parking by charging the general public and the cost of additional security during City-requested extended hours will be borne by the City. 6.3.3 Written Amendment. The list of operations and maintenance tasks and services in Exhibit "Y and "E" may be modified by a written amendment. 6.4 Structure Mid-life Adjustments The mid-life of the Parking Structure is 2017, and it is anticipated that at that time there will be costs associated with the long term maintenance and repair of the Parking Structure that may not have been previously identified in Section 6.0, such as fixture upgrades or replacements. Prior to 2018, the Reimbursements in Section 6.0 will be adjusted to reflect these long-term costs. The parties shall discuss these adjustments during the meetings held under subsection 6.3 and if no agreement is reached the dispute resolution process in Section 9.0 shall be used. If an agreement is not reached using the dispute resolution process, the matter shall be settled by binding arbitration by a single arbitrator who has experience in real estate matters. The arbitration will be administered by JAMS if the parties have not otherwise agreed to use a different arbitrator or arbitration process. Each party will submit to the arbitrator and each other at least ten (10) days in advance of the hearing its best offer for the adjustments to Section 6.0 and the rational for the same. The arbitrator shall be limited to choosing one of the two proposals. Each party will bear the cost of its own attorneys fees and one-half of the cost _ of-the-arbitrator.The-same-process-as-is-descrlbed above shalt a usegust the Reimbursements in Section 6.0 prior to the renewal period beginning in 2035. 7.0 Audits,Inspections and Retention of Records 7.1 Audits and Inspections The Parties, the State Auditor, the FTA, and any of their representatives shall have full access to and the right to examine, during normal business hours and as often as they deem necessary, all of each Partys records with respect to all matters covered by this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records, and to make audits of all Agreements, invoices, materials,payrolls, and other matters covered by or related to this Agreement. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 8 (Between Central Puget Sound Regional Transit Authority and City of Kent) 10.0 Legal Relations 10.1 No Agency. It is understood and agreed that this Agreement is solely for the benefit of the parties hereto and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. No employees or agents of one party or any of its contractors or subcontractors, shall be deemed, or represent themselves to be, employees of the other Ply 10.2 No Third Party Rights. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other party. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties. 10.3 Liability for Own Employees. Each party specifically assumes potential liability for actions brought by its own employees against the other party and for that purpose the indemnifying Party specifically waives, with respect to the other Party only, any immunity under the Worker's Compensation Act, RCW Title 51; and each Party recognizes that this waiver was the subject of mutual negotiation and specifically entered into pursuant to the provision of RCW 4 24.115, if applicable. Each Party to this Agreement shall reasonably notify the other of any and all claims, actions, losses or damages that arise or are brought against that Party relating to or pertaining to this Agreement. In the event either Party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this section against the other party, all such fees, costs and expenses shall be recoverable by the prevailing 10.4 Indemnification. The City shall protect, defend, indemnify, and save harmless Sound Transit, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims,judgment, and/or awards of damages, arising out of, or in any way resulting from, the negligent or intentional acts or omissions of members of the general public not using the Parking Structure as a park-and-ride transit facility. 10.5 Survival of Terms. The provisions of this section shall survive any expiration or termination of this Agreement. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 10 (Between Central Puget Sound Regional Transit Authority and City of Kent) 14.0 Termination of Agreement 14.1 Termination and Remedies for Material Breach Either Party may terminate this Agreement in the event the other fails to perform a material obligation under this Agreement, and such failure has not been corrected to the reasonable satisfaction of the other in a timely manner after notice of breach has been provided to such other Party. Written notice of termination of this Agreement shall be given by the Party terminating this Agreement to the other party not less than one hundred eighty days (180) days prior to the effective date of termination. 14.2 Termination Plan Prior to termination of this Agreement by expiration of the term or as provided in this Section, the Parties agree to develop a coordinated plan for terminating the Agreement that includes compensating for Parking Structure use or services satisfactorily rendered up until the time of termination. 15.0 Notice Requirements Any notice given under this Agreement shall be in writing and given by sending such notice by registered mail,return receipt requested, with postage prepaid addressed as follows, or at such other address as the Party to be notified last directed in writing, or by serving said notice personally. The effective date of notice shall be the date of personal service or the date of receipt as shown on the return receipt, as applicable. The agency contacts for this project are as follows: City: Chief Administrative Officer Kent, Washington 98032-5895 Sound Transit: Director of Commuter Rail Sound Transit Regional Express 401 South Jackson Street Seattle, Washington 98104-2816 16.0 Effective Date and Term of Agreement This Agreement shall be effective on the last date signed, and end on December 31, 2034, subject to adjustments to Reimbursements in Section 6.4. Additionally, so long as the City is not in default of this Agreement and Sound Transit (i) plans at that time to continue operating commuter rail through the City, (ii) plans to continue using the Parking Structure for commuter rail customer parking, then the City shall have the option to renew this Agreement for one (1) additional term to expire on June 1, 2040 subject to adjustments to Reimbursements in Section 6. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 12 (Between Central Puget Sound Regional Transit Authority and Coy of Kent) EXHIBIT A DESCRIPTION OF PARI{ING STRUCTURE That property in Kent Washington, held in fee by Sound Transit bounded on t?:e North by Temperance Street, on the East by First Avenue North, on the South by West Smith Street, and on the West by the Second Avenue North extension now know as Ramsay Way, except for those portion that have been conveyed or will be conveyed to the City of Kent. EXHIBIT C DIAGRAM . RW r a E lames St _o a# 2• 0?, Z' Pioneer St Regional Justice Center _� _ a Ln � .;t Y�,x�✓�•r+,�r+"si:vss^a'd:S.Es'�'h34TN` �" "°vi"�aC�v*�Sk wS...�'`� ,Tem eras nce 5t: ;ter _.;;w��.��. ���^�i'w;# • Y aa � =,a'r„�� `tea — ' ��'. v ason^st= _ � _ � *Shaded area in diagram above is referred to in Section 4.2(b) EXHIBIT E VARIABLE COSTS 1. Janitorial and Maintenance including supplies a. Elevator cabin/door cleaning—2 cabins b. Trash/ashtrays c. Trash can liners d. Parking level sweeping—5 level (recommended 2x/mo) e. Stairs —sweep/blow (reasonable frequency) f Stairs—dust handrails/wet mop (reasonable frequency) g. Interior garage trash hand pick 5 levels h. Exterior landscaped area trash hand-pick i. Garbage disposal. 2. Major Maintenance a. Includes complete restriping, concrete leakage, crack repairs, new concrete sealer, membrane applications and painting, etc. 3. Ongoing Maintenance a. Pamting/Sealing/Stripmg Parking Lot b. Concrete and Masonry c. Electrical/Plumbing/Mechanic d. Glass Repair and Replacement 4. Insurance and payment of claims up to Sound Transit's insurance deductibles. • EXHIBIT B MPD Conditions(S Dazes) Conclusions Based on Findings Planned Unit Development Review With conditions of approval, the Planned Unit Development application will satisfy all of the criteria for approval established by the City Council. Conditions of approval related to street improvements, sidewalk construction, installation of street lighting, planting of street trees, accommodation of bicycle lanes, design of open space areas, non-interference with ongoing site cleanup monitoring activities, location of pedestrian crossings, provision of utility easements, air quality protection, provision for parking, appropriate truck maneuvering areas and compliance with SEPA mitigation measures are necessary to ensure that the Planned Unit Development is developed in a manner consistent with the criteria for approval. Findings of Fact No. 1-5, 6-12. Preliminary Plat Review With conditions of approval, the preliminary plat application to divide 18.2 acres • into twenty lots will satisfy all of the criteria for approval established by the City Council. Conditions of approval related to installation of a gravity sewer system, installation of a private stormwater system, installation of a water system, approval of a grading plan, sidewalk construction, location of pedestrian walkways, air quality protection, conveyance of easements and compliance with SEPA mitigation measures are necessary to ensure that development of the plat is accomplished in a manner consistent with the criteria for approval. Findings of Fact No. 1-5, 13-17. DECISIONS Planned Unit Development The request for approval of a Master Plan/Planned Unit Development for mixed-use development of approximately 18.2 acres of property is GRANTED, subject to the following conditions: Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Application • #PUD-2002-1 and#SU-2002-9 K1VA#RPP3-2023555 Page 10 of 17 All engineering plans shall meet the minimum requirements of the City of Kent Construction Standards, (in effect as of November 13, 2002 and consistent with the vesting of Development Standards as outlined in the Development 1 Agreement between the Developer and the City) applicable City of Kent Development Assistance Brochures, and the 2002 City of Kent Surface A -ter Design Manual. 2. The new private commercial street (2"d Place South) located between James Street and the Grand Arc shall be designed as follows: a) The street shall be designed in such a way as to clearly define the beginning and terminus of the private street at the public street intersections. This may include curb returns, commercial driveway approaches or other design alternatives as deemed appropriate by the Public Works Director. Other driveways shall be in conformance with the City of Kent Construction Standards (in effect as of November 13, 2002). b) The street shall provide for a minimum of two 12—foot travel lanes. The area for parallel parking shall be in conformance with KCC 15 05.100 Minimum parking design standards. c) Street lighting along the private street shall be the same as that which is • installed along the Grand Arc d) Street trees shall be installed along both sides of the private street and shall be placed within decorative cast iron (or similar) tree grates if located within the paved sidewalk area. The species of street trees, spacing of trees and tree grates shall be jointly approved by the Kent Parks Department, Planning Services Division and Public Works Department. e) The minimum width of sidewalk shall be ten feet on both sides of the private street. The sidewalk shall be aesthetically textured in a manner similar to what is approved for the sidewalks along the Grand Arc. Sidewalk texture shall be jointly approved by the Kent Planning Services and Public Works Department. f) The street shall include a private stormwater drainage system meeting the requirements of the 2002 City of Kent Stormwater Design Manual. g) The private street, street trees and decorative elements shall be maintained at the sole expense of the developer and any future owner(s). Findings, Conclusions and Decision Heanngs Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Application • #PUD-2002-1 and#SU-2002-9 K1VA#RPP3-2023555 Page 11 of 17 a • h) The street bulb-outs shown along the private street shall generally be enlarged to provide for a maximum separation of two parallel parking stalls. Additionally, these areas should be large enough to provide for two street trees and additional pedestrian amenities such as benches, decorative bollards and planters. Any variation to these standards shall be jointly approved by the Kent Fire, Parks, Public Works and Planning Departments. 3. A deceleration lane shall be constructed along the south side of James Street between the intersection of 41h Avenue South and the private street entering the project. The lane width and length shall be approved by the Kent Public Works Department and shall generally be consistent with AASHTO guidelines. The lane shall be designed and constructed to accommodate the future installation of a five-foot bicycle lane along the south side of James Street without the need to relocate the curb, gutter, sidewalk and street trees. This lane shall be constructed concurrent with the construction of the private street connecting James Street to the Grand Arc. The developer shall deed any additional public right of way deemed necessary to construct the deceleration lane. 4. In order to mitigate the restricted access from the North Park residential • neighborhood to James Street associated with the construction of a westbound left turn lane from James Street into the project via the private street, the developer shall improve Cloudy Street between 3rd Avenue South and &h Avenue South. This improvement shall be constructed in conjunction with the installation of the westbound left turn lane from James Street into the private drive entering the site. Subject to minor adjustments as deemed necessary by the Public Works Director, the improvements shall consist of the following: a) Two twelve-foot travel lanes constructed to City of Kent Residential Street Standards. b) One 5-foot asphalt or concrete walkway along either the north or south side of the new roadway. The walkway shall be separated by an extruded curb or other means as approved by the Public Works Department. At the sole discretion of the Public Works Director, the developer may pay a fee in lieu of constructing the above improvements. Such payment shall be based upon an approved engineers cost-estimate and shall include the total cost for the City to construct the above-noted improvements. Payment of fees shall be made Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development • and Preliminary Plat Application #PUD-2002-1 and#SU-2002-9 K/VA#RPP3-2023555 Page 12 of 17 • to the City prior to the issuance of any permit to construct a private road with access from James Street by a left turn. 5. The open space features throughout the Master Plan1PUD area shall have a unified theme, design, and features and shall be reflective of Kent's community values, such as those incorporated into the Regional Justice Center, the Sound Transit Station and the Meeker Street developments. These open space areas shall be designed in such a way as to connect the Kent Station development to the historic downtown. The open space areas are defined as the civic plaza along the Grand Arc, the plaza area to the rear of the community college and the plaza area at the cinema entry. 6. The final design and elements within the civic plaza shall be approved by the City's Downtown Design Review Committee and constructed in conjunction with buildings 6A, 613, 10, 12, or 13. The civic plaza shall not be reduced in total area beyond that which is shown on the approved MPD application (20,934 SF). The other open space plazas (behind the Community College and at the cinema entrance) shall be constructed in conjunction with the adjacent structure and shall be built to substantially the same size and configuration as shown on the MPD site plan. These plazas shall provide adequate pedestrian amenities and shall be subject to the Downtown Design Review guidelines. Examples of pedestrian amenities include, but are not limited to, a participatory water feature, • ornamental lighting, and benches. 7. The site identification features located at the southeast corner of James Street and 4th Avenue North and the northwest corner of Smith Street and 2"d Avenue North shall be installed in conjunction with the issuance of the first Certificate of Occupancy for phase I. The site identification features shall be subject to approval by the Planning Services Division. These site identification features shall be designed and located in such a way as to incorporate elements that will provide a visual and pedestrian link to the historic downtown. Further, the site identification features should be designed in such a way as to be harmonious and integrated with other site design elements such as public art and/or landscaping. 8. Construction of any site improvement or development shall in no way interfere with or preclude the City's ability to continue monitoring and cleanup activities on the Kent Station site. 9. All commercial signs within the Master Plan1PUD area shall be in accordance with the approved sign criteria in Exhibit 1, Attachment C. Monument signage Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Application • #PUD-2002-1 and#SU-2002-9 KIVA#RPP3-2023555 Page 13 of 17 • shall be installed in conjunction with the first development or Certificate of Occupancy for phase I. 10. The mid-block pedestrian crossing shown on the Grand Arc adjacent to the civic plaza shall be a raised crossing, shall be aesthetically treated, shall incorporate traffic calming techniques and shall be jointly approved by the Planning Services Division and Public Works Department. The minimum width of the crosswalk shall be twelve-feet. Signs, notifying motorists of the mid-block crossing, shall be installed both directions along the Grand Arc. This signage and pavement markings shall be consistent with the Manual Uniform Traffic Control Devices (MUTCD). 11. During site development and building construction, the developer shall implement all applicable construction-related measures to reduce air quality impacts as outlined in item 2(C) of the PAO mitigation document. 12. The developer shall convey all private and public easements necessary for the construction and maintenance of the required improvements for this development. 13. The developer shall provide cross-access easements for access, utilities, parking and landscaping. These easements shall be reviewed by the Planning Services • Division prior to recordation. Recorded copies of said easements shall be provided to the Planning Services Division prior to the issuance of any certificate of occupancy for affected buildings 14. Occupancy of the cinema shall not be permitted unless a Parking Agreement is reached between the City and Sound Transit that allows for the required cinema parking. 15. The minimum pedestrian area width for sidewalks along 1st Avenue North shall be consistent with the Kent Downtown Design Guidelines with a minimum of 10', unless otherwise modified by the Planning Manager. Additionally, Crime Prevention through Environmental Design (CPTD) measures shall be employed along 1 st Avenue North to provide "eyes on the street." 16. A Development Agreement, pursuant to RCW 36.70B.180 — 210 shall be executed between the City and the Developer in a manner consistent with approval of this application. This Agreement shall be executed prior to the issuance of any development permit for the proposed PUD. Findings, Conclusions and Decision Hearings Examiner for the Clty of Kent Kent Station Master Plan/Planned Unit Development • and Preliminary Plat Application #PUD-2002-1 and#SU-2002-9 KIVA#RPP3 2023555 Page 14 of 17 • 17. Trees located in planter pits within parking lot islands should be aligned with stall Imes to minimize vehicular damage to the trees. 18. The private street (2"a Place) shall have landscaping, in addition to the proposed street trees, in the form of streetscape planters, window boxes, hanging planters, or other measures as approved by the Downtown Design Review Committee to provide additional greenery along the street. 19. Truck maneuvering shall be permitted along 1st Avenue North in association with one delivery dock for the grocery store and a trash compactor for the cinema, provided that at no time shall both lanes of the public street be blocked. Further, loading shall not occur during either the am or pm peak traffic times and shall be posted as such. 20. The surface parking areas along 4th Avenue North, north of Temperance Street and along 1 s` Ave North, associated with the grocery store shall be adequately screened from public view. Adequate screening may consist of a low wall or low decorative fence combined with low hedges and trees. The final screening design shall be subject to review and approval during the Downtown Design Review process. 21. All appropriate SEPA mitigation measures, as outlined in the PAO and Exhibit A • (SEPA Mitigation Document) attached to the PAO shall apply to the Master Plan\PUD. PreliminarV Plat The request for approval of a preliminary plat to subdivide approximately 18.2 acres into twenty lots for mixed-use development is GRANTED, subject to the following conditions: 1. The developer shall receive City approval for engineering drawings from the Department of Public Works, and shall then either construct or bond for the following as appropriate for each phase of development: a) A gravity sewer system to serve all lots proposed for building construction. b) A water system meeting domestic and fire flow requirements for all lots. c) The private stormwater system. Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Application . #PUD-2002-1 and#SU-2002-9 K1VA#RPP3-2023555 Page 15 of 17 • At a minimum, all utilities shall be stubbed to the edge of the purchased property to serve future development parcels. 2. All engineering plans shall meet the minimum requirements of the City of Kent Construction Standards (in effect as of ^!ovember 13, 2002 and consistent pith the vesting of Development Standards as outlined in the Development Agreement between the Developer and the City) applicable City of Kent Development Assistance Brochures and the 2002 City of Kent Surface Water Design Manual. 3. A schematic grading plan for the entire subdivision shall be submitted. A detailed grading plan shall be submitted for each phase of development. The detailed grading plan shall be in conformance with Uniform Building Code, City of Kent Construction Standards (in effect as of November 13, 2002) and City of Kent Development Assistance Brochure #1-3, Excavation and Grading Permits and Grading Plans. These plans will include provisions for utilities, roadways, stormwater treatment facilities, and a building footpad for each lot 4. The developer shall construct the final sidewalks along the Grand Arc in conjunction with each approved building permit that abuts the right-of-way. The sidewalks shall be a minimum of thirteen feet in width (comprised of 9 feet of walkway and 4 feet of amenities), and shall meet City of Kent Construction • Standards (in effect as of November 13, 2002 and consistent with the vesting of Development Standards as outlined in the Development Agreement between the Developer and the City). Further, the sidewalks shall generally be consistent with the sidewalk pattern as identified in the Commuter Rail Station Area Study and the Kent Downtown Gateways project The final sidewalk design shall be jointly approved by the Kent Planning Services Division and Public Works Department. 5. In order to create a continuous pedestrian walkway through the project site, given that future phases will be constructed over time the developer shall construct p p co st uct a paved temporary walkway along both sides of the Grand Arc connecting Smith Street to 4th Avenue South. This continuous walkway shall be constructed prior to or in conjunction with the first Certificate of Occupancy for Phase I and shall be constructed along those areas not subject to Condition #4 (above). 6. During site development and building construction, the developer shall implement all applicable construction-related measures to reduce air quality impacts as outlined in item 2(C) of the PAO mitigation document. Findings, Conclusions and Decision Hearings Examiner for the City of Kent Kent Station Master P1anlPlanned Unit Development and Preliminary Plat Application • #PUD-2002-1 and#SU-2002-9 KIVA#RPP3-2023555 Page 16 of 17 • 7. The developer shall convey all private and public easements necessary for the construction and maintenance of the required improvements for this development. 8. All appropriate SEPA mitigation measures, as outlined in the PAO and Exhibit A (SEPA Mitigation Document) attached to the PAO shall apply to the Subdivision. DECIDED this 301h day of January 2003. THEODORE PAUL HUNTER Hearing Examiner S:1PermitlPlanlPUD1200212023555-2002-1 findings doc • Findings, Conclusions and Decision Heanngs Examiner for the City of Kent Kent Station Master Plan/Planned Unit Development and Preliminary Plat Apphcation • #PUD-2002-1 and#SU-2002-9 KIVA#RPP3-2023555 Page 17 of 17 . EXHIBIT C PAD (34 pages) ORDINANCE NO. 3�0 AN ORDINANCE of the City Council of the City of Kent, Washington, establishing a Planned Action for a site approximately 25 0 acres in size, bound by James and Hanson Streets, 4`i' Avenue and Ist Avenue, as described in the adopted Kent Station Supplemental Environmental Impact Statement, • WHEREAS, the Governor's Task Force on Regulatory Reform recommended changes to state law that would enable local governments to consolidate environmental review of plans prepared under the Washington State Growth Management Act(GMA), and WHEREAS, both the State Environmental Policy Act ("SEPA') and Chapter 36 70B Revised Code of Washington ("RCW') provide for the integration of environmental review with project review through the establishment of "Planned Actions", and WHEREAS, Planned Actions expedite the permitting process where substantial planning and environmental analysis have been done prospectively for specific geographic areas that are less extensive than the mumcipality's jurisdictional boundaries or that are for certain types of development,and • t Planned Action Ordinance— Kent Station SETS WHEREAS, RCW 43 21C 031 and Washington Administrative Code ("WAC") 197-11-164, -168, and -172 allow for and govern the application of a Planned Action designation, and WHEREAS, City of Kent Ordinance No 3222 adopted a Comprehensive Plan (April 1995), under the provisions of Chapter 36 70A RCW, that includes goals and policies for Kent's downtown area; and WHEREAS, City of Kent Ordinance No 3398 adopted the Downtown Strategic Action Plan and Integrated Supplemental Environmental Impact Statement in 1998 as an amendment to the City of Kent Comprehensive Plan, in compliance with the requirements of the GMA to direct growth into urban centers that provide a mix of residential, commercial, educational, and recreational land uses served by a multi- modal transportation system, and WHEREAS,the City of Kent Downtown Strategic Action Plan provides • a basis for master planning and environmental analysis for the subsequent adoption of a Planned Action Ordinance for the Downtown Kent subarea, and its component districts, and WHEREAS, City of Kent Ordinance 3543, passed on February 20, 2001, rezoned lands previously designated as Downtown Commercial Lunited Manufacturing (DLM) within Downtown Kent to Downtown Commercial Enterprise (DCE) and recognized the variety of functions Downtown Kent will be expected to provide as a designated Urban Center pursuant to King County county-wide planning policies for population, employment and services; and WHEREAS, on February 8, 2001, the City purchased the Borden Chemical site, and 2 Planned Action Ordinance- • Rent Station SEIS • WHEREAS,the Sound Transit Commuter Rail Station began operation in the City of Kent on February 5, 2001, and the presence of this transit service is consistent with and would enhance mixed-use development on the Planned Action site, and WHEREAS, the City of Kent over the years has provided an ongoing opportunity for public participation and review process for preparation of its Comprehensive Plan, the Downtown Strategic Action Plan and Integrated Environmental Impact Statement, and the Kent Station Planned Action Ordinance,and WHEREAS, on July 9, 2002 the Kent City Council Planning Committee held a public meeting on this Planned Action Ordinance to allow an opportunity for public comment as required by WAC 197-11-168, and • WHEREAS, the Kent Station Planned Action Supplemental Environmental Impact Statement (hereafter "SEIS') identifies impacts and mitigation measures associated with the planned development,and WHEREAS, this Ordinance would designate certain land uses and activities as Planned Actions" that would be consistent with the Downtown Commercial Enterprise zoiung district designations within Downtown Kent. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS SECTION L - Pu ose The City Council declares that the purpose of tlus ordinance is to 3 Planned Action Ordinance— Kent Station SEIS A Combine environmental analysis with land use planning, and • B. Streamline and expedite the land use permit process by relying on completed and existing detailed environmental analysis for certain land uses allowed in Downtown Kent,and C. Set forth a procedure designating certain project actions within Downtown Kent as Planned Actions consistent with RCW 43 21C 031;and D Provide the public with an understanding of Planned Actions and how the City will process Planned Actions, and E. Adopt the SEIS as a Planned Action document that provides a framework for encouraging development proposals within the Planned Action Area described in Section 3(A) ("Planned Action Projects') that are consistent with the goals and policies of the City of Kent Comprehensive Plan and the City of Kent Downtown Strategic Action Plan, as they apply to a portion of the North Core • District of Downtown Kent F Apply the City's development codes together with the SEIS and mitigation framework described in Section 3 of this Ordinance to expedite and simplify processing Planned Action developments, consistent with RCW 43 2 1 C 240 and WAC 197-11-158 4 Planned Action Ordinance— • Kent Station SEIS • SECTION 2. -F:nd:nQs The City Council finds that• A The City of Kent selects Alternative 2, as set forth in the SEIS, as its preferred alternative, and B. The City of Kent Comprehensive Plan Environmental Impact Statement, the City of Kent Downtown Strategic Action Plan and Integrated Supplemental Environmental Impact Statement(together"DSAP"), and the SEIS adequately address all significant environmental impacts associated with the Planned Action descnbed in the SEIS for Alternative 2; and C. The mitigation measures contained in the Mitigation Document, Exhibit A of this Ordmance, together with the City's development standards and any future mitigation measures that may be imposed through the land use process, are adequate to mitigate the significant adverse environmental impacts of the Planned Action Projects addressed in the SEIS Additional voluntary mitigation measures may also be incorporated in a subsequent development agreement pursuant to RCW 36 70B 170; and D. The SEIS Planned Actions, also referred to as "Planned Action Projects" (as described by Alternative 2 in the SEIS), as set forth in Section 3(D) of this Ordinance, will benefit the public, will protect the environment, and will enhance economic development, and E The City has provided numerous opportunities for public involvement and review; has considered all comments received; and this public participation process has resulted in modifications to mitigation measures and Planned Action conceptual alternatives • I 5 Planned Action Ordinaace— Kent Station SEIS F. The Planned Action describes the location, types and quantities of uses anticipated. G. Public services and facilities are adequate to serve the proposed Planned Action. SECTION3. -Procedure and Criteria for Evaluating and Deternu tnz Projects as Planned Actions A Planned Action Area. The Planned Action designation shall apply to all parcels bound by I" Avenue on the east between James and Smith Streets, e Avenue on the west between James and Harrison Streets, James Street on the north between 0 and 0' Avenues, and Harrison Street on the south between 2nd and 0 Avenues, referred to in this Ordinance as the "Planned Action site" The property is illustrated in Exhibit B and legally described in Exhibit C Additionally, the Planned Action designation shall apply to any off-site improvements necessitated by the proposed Planned Action development where the impacts of the off-site improvements have been analyzed in the SEIS. B. Environmental Document A Planned Action designation for a site-specific Planned Action Project permit application shall be based on the environmental analysis contained in the draft SEIS issued by the City on April 23, 2002, and the Final SEIS issued by the City on July 8, 2002, and those environmental documents incorporated by reference or adopted in the SEIS. The Council's Mitigation Document, Exhibit A, is based upon the environmental analysis in the SEIS, and is incorporated into this Ordinance by this reference The Mitigation Document, together with existing City codes, ordinances, development regulations and standards and applicable county, state or federal requirements and standards, shall provide the framework for the decision by the City to impose conditions on a Planned Action project Other environmental 6 Planned Action Ordinance— , Kent Station SEIS • documents incorporated by reference in the SEIS may also be utilized to assist in analyzing impacts and determining appropriate mitigation measures. C. Planned Action Designated Land uses and activities described in the SEIS, subject to the thresholds described in Section 3(D)and the mitigation measures described in the Mitigation Document, Exhibit A, are designated Planned Actions or Planned Action Projects pursuant to RCW 43.21C 031. A land use permit application for a site-specific Planned Action Project within the Subarea shall be designated as a Planned Action if it meets the criteria set forth in Section 3(D) of this Ordinance and applicable laws, codes, development regulations and standards of the City D. Planned Action Thresholds. L Land Use Subject to the mitigation measures described in Exhibit A, the following land uses and development levels, together with the • customary accessory uses and amenities described in the SEIS, are Planned Actions pursuant to RCW 43 21C.031 a. Land Uses The following uses are the primary uses analyzed in the SEIS. 1. Office, 11. Retail commercial; 111. Restaurant, ry Multifamily residential, V. Cinema, vi Community College; vit Hotel&Conference Center; vni. Surface parking, ix Structured parking, and x Street and infrastructure improvements. • 7 Planned Action Ordinance— Kent Station SEIS b. Land Use Review Threshold The Planned Action designation • applies to future development proposals that are comparable to or that are within the range established by SETS Proposed Action Alternative 2, as shown in the Summary of Development table below: Kent Station Alternative—Summary of Development in Alternative 2 Alternative 2— LAND USE Kent Station Proposal Commercial(square feet) 518,400 sf Retail 191,800 Restaurant 35,900 Grocery 47,700 Cinema(12-Screen;2,800 seats) 55,000 Office 138,000 Community College 50,000 • Hotel/Conference Center 169,400 sf Hotel Rooms 200 rooms Multi-family Residential(sq feet) 434,000 sf Housing Units 480 units Total CommercialMesidential 1,121,800 sf Development Park/Open Space 53,000 sf Civic Plaza(Alt 2)/Plaza Area(Alt 3) 23,000 Park Block(Alt 2)/Town Sq (Alt 3) 30,000 Borden Playfields 0 Parking(stalls) 2,932 stalls 8 Planned Action Ordinance— • Kent Station SEIS i A list of general uses available to the land use categories featured in the above Summary of Development table, with appropriate development standards, is described in rent City Code 15 04 Surface parking includes on- street spaces within the site, and structured parking includes `stand-alone' parking garages as well as parking structured within and beneath mixed-use development If future development proposals in the Planned Action area exceed the maximum development parameters reviewed in the SEIS, further environmental review may be required under SEPA, as provided in WAC 197- 11-172 If proposed plans significantly change the location of uses in a manner that would alter the environmental determinations in the SEIS, additional SEPA review also would be required Sluftmg the total build-out of square footage between uses may be permitted so long as the total build-out does not exceed the aggregate amount of development, trip generation, and parking thresholds • reviewed under the SEIS, and so long as the impacts of that development have been identified and mitigated in the SEIS and the Mitigation Document 2 Building Heights and Thresholds. The Planned Action Area is entirely located within the Downtown Commercial Enterprise (DCE) zoning district Under Kent City Code 15 04 190, there is no height limitation in the DCE zoning district. However, proposed building height is subject to Kent City Code 15 09 046 Downtown Design Review The building heights reviewed in the SEIS range from one story to six stones In comparison with the building heights reviewed in the SEIS,a proposed increase in height greater than one (1) additional story may require additional SEPA review to address aesthetic impacts 3 Buildmi; Setbacks- Building setbacks shall be established by existing development regulations and Downtown and Multifamily Design Review 9 Planned Action Ordinance— • Sent Station SEIS • 4 Open Space. Open space shall be established by existing development regulations and Downtown and Multifamily Design Review. In no case shall the Civic Plaza and Park Block total less than 53,000 square feet, as analyzed in the SEIS Of this total, approximately 30,000 square feet will be developed by the City as a Park Block 5. Transportation. a Trip Ranges: The range of trips reviewed in the SEIS are as follows Trip Generation Net New Trips Reviewed in SEIS Time Period Total Inbound Outbound Trips Weekday Daily 13,200 6,600 6,600 Total Weekday PM Peak 1,380 675 705 Hour . b Trip Threshold Uses or activities that would exceed the maximum trip levels shown above will require additional SEPA review C. Public Works Discretion The Public Works Director shall have discretion to determine incremental and total trip generation, >�, consistent with the ITE Trip Generation Manual (latest ed), for each Planned Action Project permit application proposed under this Planned Action d Off Site Mitigation- As provided in the SEIS in order to mitigate transportation related impacts, an Environmental Mitigation Fee shall be paid to participate in and pay a proportionate share of the construction cost to fund the South 272"dlSouth 277", Street Corridor, which supports an altemative vehicular route that does not require passing through Downtown Kent 10 Planned Action Ordutance— • Kent Station SETS • e. Road Improvements The Planned Action would require off-site road improvements as follows- Phase I (0 to 690 net new PM peak hour trips) Subject to the Public Work's Director's discretion provided for in subsection 5(c) above, Phase I mitigation will be triggered by the first application and will apply to all developments until the point those developments generate up to a total of 690 net new PM peak hour trips For any of these proposals, all of the traffic improvements listed below must be constructed before the City will issue any Certificates of Occupancy At the discretion of the Public Works Director, the City may accept a fee in lieu of constructing these improvements Any fee shall be for the full cost to the City for the construction of the improvements • • 4"' Avenue N/S 228'4 Street. Construct a right-turn lane on eastbound S 228`h Street to southbound 0 Avenue N. Combined with protected phasing for this new right-turn lane, operations could be unproved from LOS F to LOS D during the PM peak hour. • Central Avenue S/W Willis Street: Construct a new right-turn lane on southbound Central Avenue S to westbound W Willis Street The new right-turn lane would operate protected with east and westbound left- turn movements to establish a LOS D. • 2nd Avenue S/W Willis Street: This unsignalized intersection is anticipated to operate at LOS F on the minor approaches of 2„d Avenue S in 2010 with either the Proposed Action or No Action alternatives. Restrict • 11 Plannedrlction Ordinance— Kent Station SKIS • left-turn movements from W Willis Street onto 2"d Avenue S. Phase 11(690 to 1,460 net new PM.peak hour trips) Subject to the Public Works Director's discretion provided for in subsection 5(c)above, Phase U mitigation will be triggered by any development that raises the total trip generation above 690 net new PM peak hour trips. For any of these developments, all of the traffic improvements listed below must be constructed before the City will issue any Certificates of Occupancy At the discretion of the Public Works Director, the City may accept a fee in lieu of constructing these improvements Any fee shall be for the full cost to the City for the construction of the improvements. • 4ta Avenue S/W Willis Street. Widen to create a second • left-turn lane on eastbound W Willis Street to northbound 4 h Avenue S and extend the nght-turn lane on southbound 0 Avenue S to westbound W Willis Street. The intersection would operate at LOS D during the PM peak hour with these improvements. • 4u` Avenue N[W Harrison Street- Create channehzed right-turn lanes on the eastbound and westbound approaches of Harrison Street. Operations would improve for right-turning vehicles, by allowing right- turning vehicles to bypass vehicles that are waiting in the through/left-turn lane and enter the 4" Avenue N traffic stream more quickly. 12 Planned Action Ordinance- • Kent Station SEIS • These road improvements have been analyzed in the SEIS. Significant changes to the road improvement plan proposed ag part of any Planned Action Pro}ect that have the potential to significantly increase impacts to air quality, water quality, fisheries resources,noise levels or other factors beyond the levels analyzed in the SEIS may require additional SEPA review 6 Earth: A significant change from the base of information and significant impacts contained in the SEIS under Prior Planning and Environmental Review and from the soil and groundwater contamination identified under Earth/Environmental Health in Chapter III of the SEIS that have the potential to adversely affect water quality, fisheries resources or environmental health concerns shall require additional SEPA review,including possible MTCA compliance 7. Air Quaht : A significant change in site layout or traffic generation • from that identified and evaluated in the SEIS that could affect localized air quality would require additional SEPA review. Construction related mitigation measures to reduce air quality impacts, as outlined in the SEIS, shall be incorporated into the construction plans where appropriate. S Water. A significant change from the base of information and significant impact analysis contained in the SETS under Prior Planning and Environmental Review, and from the wetlands that were analyzed under Wetlands in Chapter III of the SEIS that have the potential to adversely affect water quality or fisheries resources in a material manner not identified in the SEIS will require additional SEPA review The City will rely on adopted local, state, and federal regulations to mitigate the significant impacts to water quality and quantity from the Planned Actions 13 Planned Action Ordinance— Kent Station SETS 4. Public Services and Utilities A significant change from the base of • information and significant unpact analysis contained in the SEIS under Prior Planning and Environmental Review, and a significant increase m the number of square feet or dwelling units beyond the maximum number reviewed in the SEIS, which has the potential to result in significant adverse environmental impacts not previously identified in the SEIS in the development's provision of public services and utilities will require additional SEPA review. E Planned Action Review Cntena. 1. The SEPA Official or designee is authorized to designate a project application as a Planned Action pursuant to RCW 43.21C.031(2)(a), if the project application meets all of the following conditions• a The project meets the description of a Planned Action Project as set forth in this Ordinance, and will implement any applicable mitigation measures identified in this Ordinance;and . b The project is located within the Planned Action Area or is an off-site improvement directly related to a proposed development on the subject site; and C. The protect is consistent with the City of Kent Comprehensive Plan and the Downtown Kent Action Plan;and d. The project's significant adverse environmental impacts have been adequately identified in the SEIS; and e The project falls withm the Planned Action thresholds established in Section 3(D)of this Ordinance; and f The SEPA Official has determined that the project's significant impacts have been mitigated through the application of the Mitigation Document in Exhibit A, as well as other applicable City, county, state and federal requirements and conditions, 14 Planned Action Ordinance— . Kent Station SEIS • which together constitute sufficient mitigation for the significant environmental unpacts associated with the proposed project;and g. The proposed project complies with all applicable local, county, state, and federal regulations, and where appropriate, the proposed project complies with needed variances or modifications or other special permits have been identified;and h. The proposed project is not an essential public facility F Effect of Planned Action 1 Upon designation by the SEPA Responsible Official that the development proposal within the Planned Action Area qualifies as a Planned Action pursuant to this Ordinance and WAC 197-11-172, the project shall not be subject to a SEPA threshold determination, an environmental impact statement (EIS), or any additional review under SEPA 2, Being designated a Planned Action or Planned Action Project means that a proposed project has been reviewed in accordance with this Ordinance, and found to be consistent with the development parameters and environmental analysis included in the SEIS, including its incorporated and adopted documents 3 --Planned Action Projects will not be subject to further procedural review under SEPA However, these projects will be subject to conditions as outlined in this document and the attached Exhibit A, which are designed to mitigate any environmental impacts resulting from the project proposal. Additionally, projects will be subject to applicable City, state and federal regulatory requirements The Planned Action designation shall not excuse a project from meeting the City's code and ordinance requirements apart from the SEPA process 15 Planned Action Ordinance— Kent Station SEIS • G Planned Action Permit Process. The Planning Manager or designee shall review projects and determine whether they meet the criteria as Planned Actions under applicable state, federal, and local laws, regulations, codes and ordinances The review procedure shall consist, at a nummum, of the following- 1 DeveIopment applications will meet the requirements of Kent City Code ("KCC') Titles 6, 7, 11, 12, 13, 14 and 15 Applications shall be made on forms provided by the City and shall include a SEPA checklist or revised SEPA checklist or such other environmental review forms provided by the Community Development, Fire, and Public Works Departments The checklist may be incorporated into the form of an application. 2 The Planning Manager will determine whether the application is complete as provided in KCC Chapter 12 01 3 If the project application is within the Planned Action Area, the • application shall be reviewed to determine whether the proposed application is consistent with and meets all of the qualifications specified in Section 3 of this Ordinance. 4. After the City receives and reviews a complete application, the SEPA Official shall determine, utilizing the criteria and procedures contained in WAC 197-11-172,whether the project qualifies as a Planned Action If the project does qualify as a Planned Action, the Planning Manager shall notify the applicant, and the project shall proceed in accordance with the appropriate permit procedure, except that no additional SEPA review,threshold determination,or EIS will be required. 5 Public notice for projects that qualify as Planned Actions shall be tied to the underlying permit and not to SEPA notice requirements If notice is otherwise required for the underlying permit, the notice shall state that 16 Planned Action Ordinance— Kent Station SEIS the project has qualified as a Planned Action. If notice is not otherwise required for the underlying permit,no special notice is required. 6. If a project is determined not to be a Planned Action, the Planning Manager shall notify the applicant and prescribe a SEPA review procedure consistent with the City SEPA procedures and state laws. The notice to the applicant shall describe the elements of the application that result in disqualification as a Planned Action, 7 Projects disqualified as a Planned Action may use or incorporate relevant elements of the environmental review analysis in the SEIS prepared for the Planned Action, as well as other environmental documents to assist in meeting SEPA requirements The SEPA Official may choose to limit the scope of the SEPA review to those issues and environmental impacts not previously addressed in the SEIS. SECTION 4. - Time Penod. This Planned Action Ordinance shall be • reviewed no later than December 1, 2010 by the Planning Manager to determine its continuing validity with respect to the environmental conditions of the Planned Action Area and the vicinity and adequacy of Planned Action requirements and mitigation. Based upon this review, this Ordinance may he amended as needed, and another review period may be specified. SECTION 5. - Conthct In the event of a conflict between the Ordinance or any mitigation measures imposed pursuant thereto and any ordinance or regulation of the City, the provisions of this Ordinance shall control EXCEPT that provision of any Uniform Code shall supersede SECTION 6. -Severabil; Should any section, subsection,paragraph, sentence, clause or phrase of this Ordinance or its application be declared unconstitutional or invalid for any reason,such decision shall not affect the validity of • 17 Planned Action Ordinance— Kent Station SEIS the remaining portions of this Ordinance or its application to any other person or • situation. SECTION 7. - Third Partv L:abihty. This Ordinance does not create or otherwise establish or designate any particular class or group of persons who will or should be especially protected or benefited by the terms of these regulations. No provision or term used in these regulations is intended to impose any duty whatsoever upon the City or any of its officers,employees,or agents Notwithstanding any language used in this Ordinance,it is not the intent of this Ordinance to create a duty and/or cause of action running to any individual or identifiable person,but rather any duty is intended to run only to the general public SECTION 8. - E ective Date This Ordinance shall be effective upon its passage, approval, and five (5) days from and after its passage, approval and pub licatiou as provided by law. t/—� • YOR ✓n Z;v ATTEST: BRENDA JACOBER,C Y CLERK J 18 Planned Action Ordinance— • Kent Station SEIS I • APPROVED AS TO FORM: ,4-,U" rlm-� L't"- TOM BRUBAKER, CITY ATTORNEY PASSED- 16 day of 2002. APPROVED day of 2002 PUBLISHED. off_day of ,2002. 2 I hereby certify that this is a true copy of Ordinance No ✓b 05, passed by the City Council of the City of Kent, Washington, and approved by the Mayor of the City of Kent as hereon indicated. BRENDA JACOBE ITY CLERK o; .'•..r • 19 Planned Action Ordinance— Kent Station SEIS Exhibit A • DRAFT Mitigation Document DRAFT Kent Station Planned Action INTRODUCTION AND IMIRPOlS The State Environmental Policy Act (SEPA) requires environmental review for project and non-project proposals that may have significant impacts upon the environment In order to meet SEPA requirements, the SEPA Official for the City of Kent issued a Draft Supplemental Environmental Impact Statement for the Kent Station Planned Action on April 23,2002, and a Final Supplemental Environmental Impact Statement on July 8, 2002 (collectively, the "SEIS'). The SEIS has identified significant impacts that would occur with the future redevelopment of the subject site together with a number of possible measures to mitigate those significant impacts The purpose of this Mitigation Document is to establish specific mitigation measures, based upon significant impacts identified in the SEIS The mitigation measures would apply to future development proposals that are deemed, pursuant to the City's Planned Action Ordinance and WAC 197-11-172, to constitute Planned Actions or Planned Action Projects that are comparable to the Proposed Action reviewed in the SEIS, and that are located on the approximately 25 acre subject site(see Exlubit B) The mitigation • measures may also apply to off-site improvements, if they were analyzed in the SEIS Pursuant to RCW 43 21C 240 and WAC 197-11-I50, this mitigation is in addition to the mitigation required by other applicable City, county, state and federal regulations and requirements. USE OF TERMS As several similar terms are utilized in this Mitigation Document, the following phrases or words are defined briefly SEPA Terms "Action" means projects or programs financed, licensed, regulated, conducted or approved by an Agency "Protect actions"involve decisions on a specific project such as a construction or management activity for a defined geographic area "Non project" actions involve decisions about policies,plans or programs. (See WAC 197-11-704) "Planned Action"refers to types of project actions that are designated by ordinance for a specific geographical area and addressed in an EIS, in conjunction with a comprehensive plan or subarea plan, a fully contained community, a master planned resort, a master planned development or phased project (See WAC 19741-164). • Exhibit A—Mitigation Document Kent Station Planned Action Page 2 • "Proposal' means a proposed action, which may be actions and regulatory decisions of an agency,or any actions proposed by applicants. (See 197-11-784) Other Terms The subject site or Planned Action Area may be referenced as "Kent Station," "site," "subject site"or"Planned Action Area" in this document Mitigation measures may also apply to off-site improvements analyzed in the SEIS This document includes mitigation measures that are tted to the approval of site plans, construction plans, civil plans, plats, planned unit developments, and design review Regulations are found in Kent City Code Titles 6, 7, 11, 12, 130 14 and 15. General Interpretation Where a mitigation measure includes the words "shall" or `will" the requirement is mandatory Where"should" or`would" appear the words convey the City's expectation and desires given circumstances presently known, with recognition that pertinent alternate or equivalent requirements may be imposed as more detailed design or reports are conducted consistent with the mitigation measures, • Unless stated specifically otherwise, the mitigation measure requirements to prepare plans, conduct studies, construct improvements, conduct maintenance activities, etc, are the responsibility of the future developer(s)to fund and/or carry out DEVELOPMENT PROPOSED UNDER PLANNED ACTION Proposed Action The Proposed Action reviewed in the SEIS includes. • Approval of a plan to redevelop the Planned Action Area within Kent's Downtown as a mixed-use urban village • Adoption of an ordmance designating the Kent Station Site as a Planned Action for purposes of SEPA compliance (per RCW 43.21C.031(2)(a), and WAC 197-11-164 and 197-11-168). The City of Kent Downtown Strategic Action Plan identified the Subject Site("Site")as a key redevelopment opportunity and recommended preparing a master plan The Planned Action designation reflects a decision that adequate environmental review has been completed and that further environmental review, under SEPA, for each specific development phase would not be necessary if it is determined that any given Planned Action Project is consistent with the development levels specified in the Planned Action • Ordinance and evaluated in the SEIS and/or applicable development regulations Exhibit A—Mitigation Document Kent Station Planned Action Page 3 • The Planned Action includes a combination of retail, commercial, educational/institutional, residential and mixed-use redevelopment projects through the year 2010 It also includes the City's approval of Planned Unit Development (PUD)/master plan, administrative design review, wetland mitigation plan, subdivision, civil construction drawings, and building permits. A program of road, infrastructure, and streetscape improvements are integral to the redevelopment proposal. The City and the Kent Station developer may also execute a development agreement, pursuant to RCW 36 70B.170. The agreement would set forth the development standards, mitigation requirements,review procedures,etc applicable to future development. The SEIS provides conceptual information on the potential mix of uses,building density and height, access/circulation, recreation and open space opportunities and other development features. The intensity of site development would fall within the range of development represented in Alternative 2 of the SEIS (Reference Chapter H of the Draft SEIS). The proposed development thresholds consist of 518,400 square feet of commercial, 169,400 square feet(200 rooms)of hotel/conference center,and 480 units of housing (434,000 square feet) Also included are 2932 parking stalls and 53,000 square feet of parklopen space. AApplicabilM of Mitigation Document This mitigation document applies to the Proposed Action, Alternative 2 analyzed in the • SEIS. For the mitigation document to apply to future development proposed in the Planned Action Area, that proposed development must be comparable to or within the range established by Alternative 2, as shown below Kent Station Alternative 2 -Summary ojDevelopment LAND USE Alternative 2—Kent Station Proposal Commercial(square feet) 518,400 sf Retail 191,800 Restaurant 35,900 Grocery 47,700 Cinema(12-Screen,2,800 seats) 55,000 Office 138,000 Community College 50,000 Hotel/Conference Center 169,400 sf Hotel Rooms 200 rooms Subtotal Multi-family Residential(square feet) 434,000 sf Housing Units 480 units Total Commercial/Residential Development 1,121,800 sf Park/Open Space 53,000 sf Civic Plaza(Alt 2)/Plaza Area(Alt 3) 23,000 Park Block(Alt 2)/Town Square(Alt 3) 30,000 Borden Playfields 0 • Parking(stalls) 21932 stalls Exhibit A—lvLtigation Document Kent Station Planned Action Page 4 • Building heights range from one to six stones (Reference Chapter II, Tables 4 and 5 in the SEIS. All of the alternatives would provide the same public street improvements to la`, T' and 40' Avenues N Two new public streets would also traverse the site- 1) Temperance Street between I" and 2"d Avenues N., and 2) 2"d Avenue N. would be extended from Smith Street toe Avenue N (Reference Chapter Ii-14—H-16 of the SEIS. If future proposed plans exceed the maximum development parameters reviewed, supplemental environmental review may be required pursuant to WAC 197-11-172 and other applicable SEPA Rules MTIGATION DOCUMENT Based upon the SEIS, which is incorporated by this reference, this Mitigation Document identifies significant adverse environmental impacts that are anticipated to occur in conjunction with the development of the Proposed Action Mitigation measures are hereby established under SEPA Rules to address specific impacts identified in the SEIS, based upon the Proposed Action. Additional consistency review under the Planned Action, site plan review, and other permit approvals will be required for specific development actions under the Proposed Action pursuant to WAC 197-11-172. Additional project conditions may be imposed on what are deemed to be Planned Action Projects based upon the analysis of the proposal in relationship to independent requirements of city, state or federal requirements or review criteria. Any applicant for a project within the Planned Action Area may request modifications to these mitigation measures, if appropriate and as a result of changed circumstances, in order to allow an equivalent substitute mitigation or removal of a mitigation requirement Such modifications would be evaluated by the City SEPA Responsible Official prior to any approvals by the City,based upon SEPA Rules As permitted under SEPA Rules (WAC 197-11-660), it is recognized that there may be some adverse impacts that are unavoidable because reasonable or feasible mitigation cannot be achieved for the Proposed Action. Provided below for each element of the environment analyzed in the SEIS for the Proposed Action are (a) summary of and/or reference to SEIS analysis of significant environmental impacts (direct, indirect and cumulative); (b) summary of significant unavoidable adverse impacts, (c) mitigation measures established by this Mitigation Document, and (d) a list of federal and state laws and local policies/regulations on which mitigation measures are based • Exhibit A—Mitigation Document Kent Station Planned Action Page 5 • In combination,regulations applicable to each element of the environment and mitigation measures imposed by this document will apply to and govern any Planned Action Project and will adequately mitigate all significant environmental impacts caused by the Proposed Action, except for those impacts that are identified as "significant unavoidable Adverse impactc 1. Earth/Environmental Health A. Significant Impacts Chapter III of the SEIS addresses remediation of on-site soil and groundwater contammation Other potential environmental impacts to earth resources and environmental health (i e., noise) have been adequately addressed in previous environmental documents and are summarized in Chapter II of the SEIS. A summary of impacts is provided below based upon the SEIS Summary Matrix. • Exposure to contaminated soils and groundwater on the site could pose potential health risks to the public Health risks are the basis of the applicable cleanup levels that are being implemented through a cleanup plan B Significant Unavoidable Adverse Impacts Provided that reasonable mitigation measures are properly followed, no significant unavoidable impacts are anticipated. C. Mitigation Measures The mitigation measures established below address impacts . identified in Chapter III of the SETS. • No mitigation measures beyond those already identified and being implemented in connection with cleanup of the Borden Chemical Facility, BNSF, Remian Trust, Brutsche, Silvestri and adjacent sites are required. Cleanup activities would be coordinated with redevelopment of the site and associated construction activities • Any required Clean up actions will occur as part of, and concurrent with, site preparation and construction activities for the rd Avenue extension and other proposed on-site development Consistent with the recommended monitoring program,any monitoring wells displaced by redevelopment shall be relocated. • Monitoring shall occur as recommended in the Phase 11 site assessment reports • Earthwork should be accomplished during the dry season from May to September whenever possible, when soils are likely to be compacted and when erosion and sedimentation activity are at a seasonal low. • Erosion control methods in the short temi can include channeling surface water runoff, erosion preventing slope cover (e.g straw), channel liners, and sedimentation control ponds Long term methods include minimizing the concentration of runoff onto fill, cut or natural slopes, and minimizing disturbances to natural drainage courses and existing vegetation • Exhibit A—Mitigation Document 'Kent Station Planned Action Page b • 2. Air Quality A. Significant Impacts Chapter II of the SEIS includes an examination of significant impacts to air quality in terms of construction activities, generated traffic, and indirect air emissions. In general,reduced emissions of particulates, carbon monoxide and nitrogen oxides would be associated with concentrating growth in a mixed-use pattern at higher densities in pedestnan-onented areas. Localized dust and exhaust emissions would be generated from construction activities. An Air Quality Conformity Analysis was conducted in conjunction with die FSEIS. No significant impacts were identified and no mitigation measures related to conformity are required B. Significant Unavoidable Adverse Impacts: Provided that reasonable mitigation measures are properly followed, no significant unavoidable impacts are anticipated. C Mttgation Measures- The following construction related mitigation measures to reduce air quality impacts shall be incorporated into the construction plans where appropriate • Use only equipment and trucks that are maintained in optimal operational • condition • Require all off road equipment to be retrofitted with emission reduction equipment(i e,require participation in Puget Sound region Diesel Solutions by project sponsors and contractors) • Use bio diesel or other lower-emission fuels for vehicles and equipment • Use carpooling or other trip reduction strategies for construction workers • Stage construction to minimize overall transportation system congestion and delays to reduce regional emissions of pollutants during construction • Implement construction curbs on hot days when region is at risk for exceeding the ozone NAAQS, and work at night instead • Implement restrictions on construction truck idling(e.g.,limit idling to a maximum of 5 minutes) • Locate construction equipment away from sensitive receptors such as fresh air intakes to buildings, air conditioners, and sensitive populations • Locate construction staging zones where diesel emissions won't be noticeable to the public or near sensitive populations such as the elderly and the young • Spray exposed soil with water or other suppressant to reduce emissions of PM10 and deposition of particulate matter • Pave or use gravel on staging areas and roads that would be exposed for long periods • Cover all trucks transporting materials,wetting materials in trucks,or providing adequate freeboard(space from the top of the material to the top of the truck bed), to reduce PM10 emissions and deposition during transport Exlubit A—Mitigation Document Kent Station Planned Action Page 7 • • Provide wheel washers to remove particulate matter that would otherwise be carved off-site by vehicles to decrease deposition of particulate matter on area roadways • Remove particulate matter deposited on paved,public roads, sidewalks, and bicycle and pedestrian paths to reduce stud and dust;sweep and wash streets continuously to reduce emissions • Cover dirt,gravel,and debris piles as needed to reduce dust and wind-blown debris • Route and schedule construction trucks to reduce delays to traffic during peak travel times to reduce air quality impacts caused by a reduction in traffic speeds 3. Noise A. Sigmficant Impacts. Increased noise and vibration would be associated with construction These impacts could be intensive in some locations for limited periods of time Some construction equipment and methods (e g., pile driving) can produce peak noise levels greater than 100dBA, as well as significant vibration B SiPmficant Unavoidable Adverse Impacts Provided that reasonable mitigation measures are properly followed, no significant unavoidable impacts are • anticipated. C Mitigation Measures • Mitigation measures for construction impacts may include enforcement of lumts of the hours of construction activity,proper maintenance of equipment, use of mufflers and/or temporary sound bamers, alternative construction techniques (e g,pile auguring), contractor preparation of noise control plans, and active momtoring and enforcement of applicable standards. 4. Wetlands A. Significant Impacts Chapter III of the SEIS includes an examination of significant impacts to wetlands. A summary of impacts is provided below based upon the SEIS Summary Matrix. For a more detailed discussion of impacts, see Chapter III of the SEIS. • Three on-site wetlands would be filled to pemut construction of planned buildings,roads and infrastructure B Significant Unavoidable Adverse Impacts The wetland functions, values and area would be lost, and are unavoidable in the context of the alternative site plans and the City's goals for Downtown development. • Exhibit A—Mitigation Document Kent Station Planned Action Page 8 • C Mitigation Measures. Mitigation, in the form of off-site compensation, would occur consistent with the City's adopted wetland standards and regulations and shall include the preparation of a wetland mitigation plan. 5. Land Use A. Significant Impacts Chapter III of the SEIS includes an examination of significant impacts to land use A summary of impacts is provided below based upon the SEIS Summary Matrix For a more detailed discussion of impacts, see Chapter III of the SEIS • Proposed development would be of higher density and intensity than the No Action alternative and therefore involve potentially greater impacts However, proposed development would be comparable to the density and intensity permitted under current zoning • A mix of uses would occur. • The character of the site would change significantly from low-density, auto- oriented, suburban area with small buildings surrounded by large parking lots, to an urbanized,pedestnan-onented/transit-onented district. • Borden Playfields would be replaced by urban park space resulting in a net reduction of between 3 5 and 3 8 acres of park land in the City Demand • could increase at other park facilities • Increased light, noise, and activity associated with an urban area may be noticeable from residential area to the north • Proposal would encourage new economic, civic and pedestrian activity in the area that indirectly could result in increased development pressure on surrounding properties to intensify. • Some existing uses may be displaced and could relocate within the site or nearby commercial distracts. As redevelopment occurs, potential land use conflicts between adjacent low intensity uses and new development could result B. Significant Unavoidable Adverse Impacts- Some displacement of existing land uses on the Kent Station Planned Action site would occur Some limited contrast m land use intensity,bulk and scale would occur,primarily where larger buildings are proposed adjacent to existing single family residences. Impacts relating to lighting and noise may be mitigated but cannot be entirely avoided, they are considered to be an inherent characteristic of a mixed-use urban neighborhood C Mitigation Measures Kent's adopted Comprehensive Plan, zoning regulations and Downtown Design Guidelines provide policies, processes, standards and development regulations that would mitigate most identified impacts • Utilize careful site planning, building design and buffering Utilize techniques such as lighting limits, full cut-off fixtures, ample landscaping to buffer Exhibit A—Mitigation Document Kent Station Planned Action Page 9 • adjacent uses and ensure privacy, placementlonentation of some building elements(e g.,deliveries,solid waste receptacles)to help control noise. • Locate taller buildings in the interior of the site,set back upper stories of taller buildings from the street, or utilize additional screening or other design techniques to reduce the impact to existing single family neighborhoods. • To minimize potential business and employment displacement impacts that would occur on-site,the City should provide technical assistance in relocation to other suitable sites. • In mixed-use areas, the potential intrusion of noise from commercial, office and retail areas into residential areas should be minimized by limiting noisy activities (e.g. trash collection or composting) to hours outside of 11 pm to 7 am 6. Relationship to Plans,Policies and Regulations A Significant Impacts. Chapter III of the SEIS reviews the consistency of the Kent Station Planned Action alternatives to selected federal, state, regional and local plans,policies and/or regulations. • The proposal is consistent with GMA planning goals to guide growth into an area with existing and planned infrastructure. The proposal also is consistent with the City of Kent's land use designations, transportation, economic development, and community design policies and goal of redeveloping Downtown from a low-intensity suburban character to a higher intensity urban . character. B Siaiiificant Unavoidable Adverse Impacts None are anticipated C Mitigation Measures No specific mitigation measures are warranted beyond the application of City regulations, which in many cases contain mitigation features Future development or redevelopment within the Downtown is subject to existing federal and regional storm water management plan requirements, local development regulations,local concurrency regulations, and design standards. 7. Aesthetics A Significant Impacts Chapter III of the SETS includes examination of significant impacts to visual character, including intensity, bulk/scale/height, visual compatibility, streetscape continuity, and light and glare generated. A summary of impacts is provided below based upon the SEIS Summary Matrix. • The proposal is likely to improve visual quality overall. Proposed development would support the Historic District by improving streetscapes, pedestrian connections, and urban parks, resulting in a more unified Downtown core area • The proposal would provide mixed-use development in buildings ranging from one to six stones in height and lot coverage of up to 95 percent Most buildings would contain ground floor retail uses to encourage a lively • Exlubit A—bfitigation Document Kent Station Planned Action Page 10 • pedestrian oriented environment. On-street, surface and structured parking would be provided • Some negative impacts could result from differences in bulk and scale along the northern edges of the site, where more intensive development would be near single family residential uses The proposed development also would be larger in bulk and scale than the structures in the adjacent Historic Core District • Light, glaze and shadowing likely will increase B SiRuficant Unavoidable Adverse Impacts: The expected significant visual and aesthetic change is generally considered to be positive and are consistent with the City of Kent Comprehensive Plan. Mitigation measures below, together with the City's adopted development regulations and design standards are adequate to mitigate the anticipated significant adverse mipacts C Mitigation Measures • Utilize careful site planning,building design and buffering. Utilize techniques such as lighting limits, full cut-off fixtures, low hanging street lamps, and ample landscaping to buffer adjacent uses and ensure privacy • Locate taller buildings in the interior of the site, set back upper stones of taller buildings from the street, or utilize additional screening or other design • alternatives to reduce the impact to existing single family neighborhoods. • Prohibit reflective building materials 8. Transportation A Significant Impacts Chapter III and Appendix C of the SEIS examines sigmficant impacts to parking and the transportation system A summary of impacts is provided below based upon the SEIS Summary Matrix. • Trip Generation New Weekday trip generation ranges from a total of 13,200 daily and 1,380 PM peak hour trips • Levels of Service Intersection levels of service are expected to generally remain the same as 2010 Baseline for more than half of the study area intersections. At these intersections a slight increase in delay is expected but increase m total intersection volume is insufficient to cause a noticeable change in LOS. Between 14 and 16 study intersections are anticipated to operate at or over capacity with or without the Proposed Action In comparison to 2010 Baseline, 5 additional intersections would operate at or over capacity with Alternative 2. • Valley Freeway SB Ramps/W Willis Street • Valley Freeway NB RampslW Willis Street • 0 Avenue S/W Willis Street • 4`h Avenue N/W Hainson Street • ls`Avenue N/W James Street • • Site Access. With or without the Proposed Action, intersections around the perimeter of the site, those providing a connection between the site and the Exlubit A—Mitigation Document Kent Station Planned Action Page 11 • external street system, are expected to operate at between LOS A and F. Unsignalized access points intersecting with W James and W Smith Streets are anticipated to operate at LOS F, while the signalized access points on these arterials are expected to operate at LOS A and LOS B The unsignahzed access points on the more minor roads are anticipated to operate between LOS B and C and intersections internal to the site are expected to operate at LOS B or better. • The Proposed Action provides 2,932 parking stalls, with 995 shared stalls in the Sound Transit Garage and surface parking lot Proposed supply falls within the mimmum and maximum range depending on time of day and day of week. Anticipated demand, separate from commuter demand, also falls within the nummum and maximum code requirements Adopted code requirements are sufficient to satisfy anticipated parking unpacts • With or without the Proposed Action, construction would generate some truck and vehicle traffic associated with excavation and hauling, delivery of materials, and similar types of activity While construction may cause inconveniences directly adjacent to the site, the impacts would be temporary and are not expected to extend to the surrounding study area. • The City has identified the S 277`h Street Corridor improvements (both constructed and portions planned for construction), as providing significant relief on the existing east/west corridor system, including SR 516 This corridor and associated improvements will provide a necessary commuter • alternate route from I-5 to Kent's East Hill which bypasses the Downtown Core. Environmental Mitigation Assessments charged to the developer will be assessed at the LID rate for the S 272nd/S 277th Corridor and will proportionately pay toward improvements along that corridor that are identified on the City's 6-Year Transportation Capital Improvement Plan B Significant Unavoidable Adverse Impacts- Traffic will increase as a result of forecast growth, with or without implementation of the alternatives. Congestion will increase and levels of service will decrease at nearby intersections. C. Mitigation Measures • Construction Traffic. The City will provide project specifications that will dictate the route used by construction traffic to enter and exit the construction site, stipulate the hours of work, and stipulate maximum permitted noise levels The contractor shall provide traffic control when construction traffic would disrupt the normal traffic flow This traffic control will be in the form of flaggers, variable message signs, light and other traffic control devices The hours of work shall mimmize the impact at heavy traffic times The contractor shall maintain City roads used by construction traffic by keeping them clean at all times The contractor shall control dust by watering the site frequently or by other means acceptable and approved by the City. • Transportation Management Program- The developer and the City shall • develop a Transportation Management Plan (TMP) for employment and Exhibit A—Mitigation Document Kent Station Planned Action Page 12 residential components of Kent Station The TMP shall support a goal of reducing employee and residential Single Occupant Vehicle (SOV) travel along with the potential increase in transit and rail service over time • Off-Site Mitigation The Kent Station developer shall pay an Environmental Mitigation Fee to participate in and pay a proportionate snare of the construction costs to the City's South 272°d/South 277d' Street Corridor project to support an alternative vehicular through-route that bypasses Downtown Kent The fee shall be at a rate of$1,068 per PM Peak hour tnp (in 1986 dollars to be adjusted for inflation based upon the Consumer Price Index, US City Average for all Urban Consumers,or the substituted index as prepared by the US Department of Labor). Additionally, the following improvements to the local transportation system shall be provided for Phase I Mitigation (0 to 690 net new PM peak hour trips) • 4th Avenue NIS 220 Street Construct a right-turn lane on eastbound S 228d' Street to southbound e Avenue N Combined with protected phasing for this new right-turn lane, operations could be improved from LOS F to LOS D during the PM peak hour • Central Avenue S/W Willis Street: Construct a new right-turn lane on southbound Central Avenue S to westbound W Willis Street. The new • right-turn lane would operate protected with east and westbound left-tum movements to establish a LOS D. • 2nd Avenue S/W Willis Street: This unsignalized intersection is anticipated to operate at LOS F on the minor approaches of 2"d Avenue S in 2010 with either the Proposed Action or No Action alternatives Restrict left-turn movements from W Willis Street onto 2„d Avenue S. The following improvements to the local transportation system shall be provided for Phase 11 Mitigation(690 to 1,460 net new PM peak hour trips): • 4`h Avenue S/W Willis Street- Widen to create a second left-turn lane on eastbound W Willis Street to northbound 4d' Avenue S and extend the right-turn lane on southbound 0 Avenue S to westbound W Willis Street The intersection would operate at LOS D during the PM peak hour with these improvements • 4u'Avenue N/W Harrison Street Create channelized nght-turn lanes on the eastbound and westbound approaches of Harrison Street Operations would improve for nght-turning vehicles, by allowing right-turning vehicles to bypass vehicles that are waiting in the through/left-turn lane and enter the 4 h Avenue N traffic stream more quickly • Exhibit A—Mitigation Document Kent Station Planned Action Page 13 9. Nexus It is appropriate, as per WAC 197-11-660 and RCW 43 21C.060 that the City of Kent establish conditions to mitigate any identified impacts associated with this proposal, consistent with the City's substantive SEPA authority, Kent City Code section 1103 510 EXHIBIT "B" �III =,NJI II L — f North Core District C C5 :. com vfu Pbyrrelds (.R p I ;1 jg E��C, C r o A 3 LT n Li I KKt u- l a ( Kent Station { r MReg not a Planned Action 3 Q use Site ©� • ' J Center rJ Sater J 1 ,�n ubra ra k Hager Sr J IL 'elf �— O [ ' � I F ! L • i EXHIBIT C • Legal Description Those portions of the Southeast quarter of Section 13, Township 22, Range 4 East, W.M., and of the Northeast quarter of the Northeast quarter in Section 24, Township 22, Range 4 East, W.M,, including platted properties therein lying South of the North right-of-way margin of James Street, lying West of the East I,t-of-way margin of I"Avenue North, Iying East of the West right-of-way margin of 4 Avenue North, and lying North of the South right-of-way margin of West Harrison Street; together with that portion lying East of the West right-of-way margin of 2nd Avenue North and lying North of the South right- of-way margin of West Harrison Street. Situate in King County, State of Washington, W.M. EXHIBITD 10 Acre Initial Phase U page) I ' �1 ' FOURTH AVE R -•x �� f s r 1 �O r0 vm _ 1 n am > UMMTRTLffm ` ter + �_ _I TE TIICN— pU'� I �• r e Mff°TTYIM1 �E t r a$F VNA T� 1 1 _ �/ x it r NI I � I •T I I — ----.-- FIRST AVER —.--_—_— _L�--___ II p6t 1 P —__A RAILROAD all cq ; m 4a ' M y 11 C) CS ^� KENT STATION MPD Z ' #PUD-2002-1 AND#SU-2002-9 �� i►1 KIVA#RPP3-2023555 3 op 0D ¢ lj���• fn IIIIIII �9 $Uf*otm �¢ z IIilllifKeud < I I I I I I P Kem wesnx «, ¢ • EXHIBIT E CITY INFRASTRUCTURE IMPROVEMENTS(3 paces) Ramsay Way/1"Ave.N.&4`h Ave.N.Widening Project The improvements described in this Exhibit E are to be or have been constructed or provided by the City, unless otherwise noted below First Ave.North—W.Temperance St.to W.James St. Street. City will widen First Ave N.on the west side between W Temperance St and W James St to provide a 3-lane,36' wide road with asphalt paving, curbs and gutters, street trees, illumination, and undergrounding of existing power and telephone. The City will coordinate with the various utility providers to underground existing utility lines in a Joint ditch in the future sidewalk location Developer, in conjunction with the issuance of a development permit on the adjacent fronting property, shall construct a 10 -12 foot wide concrete sidewalk with street tree frames, grates and root barriers along with any interim asphalt pathway thereto from either or both James St or Temperance St as determined necessary by City All improvements constructed by the Developer shall be in accordance with City Construction Standards Water • City will provide one (1)water stub off of the existing waterline to the back of sidewalk in I"Ave at a location to be mutually agreed upon by City and Developer. Utilities City will coordinate with the power, telephone and cable companies to underground the existing overhead utilities, and place new facilities in a joint trench along the west side of I"Ave Fourth Ave.North—W.Smith St.to W.James St. Street. City will widen Fourth Ave by one lane to the east to provide a center left turn lane (5-lane road section, 58' minimum width) from W Smith St to W. James St. This section will include a 12' wide sidewalk on the east side with street trees, illumination, storm stubs, and utility undergrounding for power and telephone A right turn lane will be provided on northbound 4`h Ave. to eastbound James St A traffic signal will be installed at the intersection of Fourth Ave and Ramsay Way Utilities City will coordinate with the power, telephone and cable companies to underground the existing overhead utilities, and place new facilities in a joint trench along the east side of 4`h Ave.under the new sidewalk. Ramsay Way—W. Temperance to 41h Ave.N. • Street. City will extend Second Ave.N.(Ramsay Way)from W.Temperance through the Property to intersect with 4`h Ave -18- . N across from the Regional Justice Center driveway. City will provide left turn pockets on Ramsay Way at 4d'Ave N Except at left turn pockets, the roadway will be 44' wide (2- 14' wide lanes and 2— 8' wide on-street parallel parking lanes),with asphalt pavement,curbs and gutters, street trees,and illumination. The scheduling and phasing to construct these improvements will be determined by City unless otherwise noted • City will install concrete curb and gutter along the entire length of the road on both sides • Developer shall construct the 13 foot wide concrete sidewalks in conjunction with the issuance of a development permit on the adjacent fronting property along with any interim asphalt pathways as determined necessary by City to provide safe continuous walkways to and from 4°i Ave and Temperance St • City will place street trees at approximate 30' spacing Developer shall install street tree frames and grates and root barriers in accordance with City Construction Standards in conjunction with Developer's construction of the 13 foot wide concrete sidewalk • City will install street lights These light standards will be 14' high manufactured by Lumec, the Model No P104AF-14-GN6LBC3-GN6, the color is forest green The lummaire is 100 watts HPS, Model No Z47G-100s-3-GN6 Spacing will be 70' staggered. • All improvements constructed by the Developer shall be in accordance with City Construction Standards Water City has constructed a new 8" waterline in the roadway from Temperance St. which connects to the existing 8" waterline on 0 Ave City has installed fire hydrants at 300' spacing and Stubs have been placed to the R/W line at • locations mutually agreed upon by City and Developer Sewer City has installed a new sewer line (10" diameter maximum size) from a manhole in James Street to approximately 470' south of James St and crossing 2"d Ave to the south side of the roadway to end at the right of way line at a location agreed to by the Developer Storm City has constructed new storm drain pipes and catch basins in the roadway sized to pick up the road and sidewalk drainage only Utilities. Developer shall coordinate and cause all the private and/or quasi-private utility service (gas, power, telephone/telecommunication and cable TV)to provide those utilities to the properties within the Property site City shall not be responsible for any costs associated with providing private and/or quasi private utility services W.Temperance St.—lsi Ave.to 2"d Ave. Street City will improve W. Temperance Street on the north side between I"Ave and 2"d Ave to provide a 3-lane, 36' wide asphalt paved roadway with curb and gutter on the north side Sound Transit is building half-street improvements on the south side of the road with a 10' wide sidewalk City will install street trees and street lights on the north side as described on the Ramsay Way portion of the project • Developer, in conjunction with the issuance of a development permit on the adjacent and abutting property, shall construct a 12' wide concrete sidewalk on the north side and install street tree frames and grates and root barriers all -19- • in accordance with City Construction Standards. 2"d Ave.N.—W. Smith St.to W.Temperance St. Sound Transit will be constructing 2nd Ave up to and including the curb and gutter on the west side of the road from Smith St. to Temperance St City will provide street lighting and street trees as described on the Ramsay Way portion Developer shall construct a 12' wide concrete sidewalk and install street tree frames and grates and root barriers in connection with the issuance of a development permit on any portion of the Kent Station Project Property. City reserves the right to use portions of the Property from time to time for construction staging purposes as may be necessary or desirable in connection with the construction of City Infrastructure Improvements;provided,however, City shall use reasonable efforts to coordinate its construction activities so as to not unreasonably interfere with construction activities in Takedown Parcels previously acquired by Developer -20- • EXHIBIT F MPD Construction Standards A copy of the City of Kent Construction Standards in effect on the MPD application date are available for review at the City of Kent Mayor's Office • -21- EXHIBIT G Sound Transit Parking Garage Agreement(21 pages) INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT BETWEEN CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY AND THE CITY OF KENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE I • • TABLE OF CONTENTS • Page 1.0 Scope of the Agreement 2.0 Parking Structure Described 3.0 Ownership and Operation 4.0 Use by the General Public 5.0 Operations and Maintenance 6.0 Reimbursements 7.0 Audits,Inspections and Retention of Records 8.0 Designated Representatives 9.0 Dispute Resolution 10.0 Legal Relations 11.0 Insurance 12.0 Legal Compliance 13.0 Cessation of Operation 14.0 Termination of Agreement 15.0 Notice Requirements 15.0 Effective Date and Term of Agreement 17.0 Execution of Agreement 18.0 FTA Approval i EXHIBITS i Exhibit A: Description of Parking Structure Exhibit B: Operating Hours Exhibit C: Map of area surrounding Parking Structure Exhibit D: List of Fixed Costs Exhibit E: List of Variable Costs • ii AGREEMENT • THIS AGREEMENT is entered into this l ;i_kaay o 2002, by and between the Central Puget Sound Regional Transit Authority (hereinafte eferred to as "Sound Transit") and the City of Kent (hereinafter referred to as the"City") and may be referred to individually as "Party" and collectively as"Parties". RECITALS WHEREAS, pursuant to Chapter 81.112.070 RCW and public vote, Sound Transit is authorized to perform regional high capacity transportation functions within Sound Transit's jurisdictional boundary as set forth in Sound Move, its ten year Regional Transit System plan; and WHEREAS, Sound Transit and the City are authorized by Chapter 39.34 RCW to enter into agreements for cooperative action"to make the most efficient use of their powers,"and WHEREAS, Sound Transit currently owns and operates a parking structure with 871 parking stalls along with surrounding improvements located in Kent next to the Kent Commuter Rail Station(hereinafter the "Parking Structure"); and WHEREAS, the City and Sound Transit entered into a Commuter Rail Project Interlocal i Agreement dated April 9, 1998 in which the Parties expressed their mutual desires to: 1. Integrate the Project development with existing infrastructure and development, including other transit facilities, private facilities, utilities, and parking, and develop operational plans that minimize project impacts; 2. Derive the maximum effectiveness out of Sound Transit's investment by implementing accessible and efficient facilities and services; including adequate park-and-ride capacity,bus transfer facilities, and bicycle/pedestrian access; and 3. Work toward development of transit-oriented land use policies to attract and shape development around transit facilities in ways that benefit both transit users and the community; and WHEREAS, Sound Transit originally had planned to build a surface parking lot for the Kent Commuter Rail Station; and WHEREAS, the City and Sound Transit entered into a Commuter Rail Station Parking Structure Interlocal Agreement on December 16, 1999 ("Parking Structure Construction Agreement"), in which the City agreed to contribute $4,000,000 towards the building of a Parking Structure rather than a surface parking lot; and INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 1 (Between Central Puget Sound Regional Transit Authority and City of Kent) WHEREAS, King County had agreed to pay Sound Transit $2,000,000 toward the • construction of an additional 191 stalls in the Parking Structure for use by its transit customers; and WHEREAS, the Parties agree that the primary purpose of the Parking Structure is to provide parking for Sound Transit and King County Metro commuters; and WHEREAS, in the Parking Structure Agreement, Sound Transit also agreed to permit parking by the general public for non-rail purposes, subject to terms and conditions to be established by a later use agreement; and WHEREAS, the Parties agree that permitting the general public to use parking spaces not being used by Sound Transit and King County Metro commuters maximizes the public benefit from the investment in the Parking Structure, and WHEREAS, the City's planned "Kent Station" project relies upon the Parking Structure for satisfying the parking requirements of certain proposed uses of adjacent property; and WHEREAS, the uses contemplated by the City on its land surrounding the Parking Structure would require that the Parking Structure be opened until the early morning hours and on weekends; and WHEREAS, the City agrees that Sound Transit should not have to bear any additional cost that are a result of non-commuter use of the facility. WHEREAS, the City and Sound Transit desire to enter into this Parking Structure Use Agreement ("Agreement") to establish ternis and conditions relating to the use of the Parking Structure by the City. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.0 Scope of the Agreement This Agreement specifies the relationship and roles of the Parties as to the use and contribution to the costs of operating and maintaining the Parking Structure. The terms of this Agreement shall control in the event it is in conflict with the more general terms of the Parking Structure Construction Agreement. 2.0 Parking Structure Described A description of the Parking Structure is attached to this Agreement as Exhibit "A" and incorporated by this reference. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE DENT COMMUTER RAIL STATION GARAGE—Page 2 (Between Central Puget Sound Regional Transit Authority and City of Kent) 3.0 Ownership and Operation • Sound Transit owns and operates the Parking Structure. Sound Transit shall be responsible for the control and use of the Parking Structure, subject to the terms of this Agreement and its agreement with King County. 4.0 Use by the General Public 4.1 Use The operating hours of the Parking Structure are provided in Exhibit `B". The general public, under the rights secured in this Agreement by the City of Kent, may use the parking spaces in the Parking Structure for non-transit related purposes, with the following exceptions, limitations and reservations: 4.1.1 Exceptions The following stalls are available to transit users only: a. Parking stalls identified as accessible only to persons with disabilities. 4.1.2 Limitations a. Weekdays, non-holiday: The general public may park in the Parking Structure beginning when the last train leaves before noon or 10 A M, whichever is later, until closing b. Weekends and State Holidays: The general public may park in the Parking Structure during all operating hours except as otherwise provided in section 4.1.3.below. 4.1.3 Reservations Sound Transit reserves the right to further limit parking by the general public in the following circumstances: a. In up to 191 parking stalls (excluding parking identified for persons with disabilities) if the County's transit customers do not have access to at least 191 parking stalls on any day,before 9:00 P.M.; or b. In all parking stalls when damage, destruction, renovation,maintenance or other conditions make it necessary to close portions of the Parking Structure. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 3 (Between Central Puget Sound Regional Transit A uthority and City of Kent) 4.2 Cost to the General Public • Parking will initially be free. However, Sound Transit reserves the right, without limitation of other parking restrictions to charge the general public to park in the Parking Structure under the following circumstances: a. The City charges for parking on any of its streets, surface parking lots,or parking structures; b. Any other parking structure, garage or surface parking lot within the area depicted on Exhibit"C"charges for parking; C. The Parking Structure has reached "Capacity." Capacity is reached when the Parking Structure is 95% full (excluding ADA parking) prior to the last train leaving before noon or 10 A.M., which ever is later, during eight out of 10 consecutive business days. The counting to determine Capacity can be requested by Sound Transit at anytime. Sound Transit, with a representative of the City, if the City wishes to participate, shall count actual open spaces by driving through the Parking Structure starting at the ground floor at the time the last morning train pulls into the station or 10 A.M., whichever is later. Under this subsection (c), Sound Transit may only charge the public to park until noon. However, this subsection does not prohibit Sound Transit from charging for parking if any of the other subsections of section 4.2 are satisfied.; d. When it is determined that the County's transit customers do not have use of 191 • parking stalls on any day before 9.00 P.M.; or e. Sound Transit adopts a system-wide policy to charge for parking in all of its parking structures. 5.0 Operations and Maintenance 5.1 Maintenance, Repair and Replacement Responsibilities 5.1.1 Sound Transit Sound Transit shall be responsible for the maintenance and the operation of the Parking Structure, except as otherwise provided in this Agreement. 5.1.2 City The City has proposed in-kind maintenance to offset some of its reimbursements for operation and maintenance of the Parking Structure. Although the Parties could not agree on this at the time of the execution of the Agreement, the Parties agree to revisit the issue in connection with the annual meetings held per subsection 6.3,below. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 4 (Between Central Puget Sound Regional Transit Authority and City of Kent) 6.0 Reimbursements • 6.1 Baseline Operation and Maintenance Costs The City agrees to pay Sound Transit the incremental cost to operate and maintain the Parking Structure for use by the general public. This incremental cost to be paid by the City is the cost that Sound Transit must expend above baselines established in subsection 6.1.1 and 6.1.2 below for the actual fixed and variable costs of Sound Transit to operate and maintain the Parking Structure. The City's obligation to pay these incremental costs will begin the same month that any portion of the City's Kent Station project opens for business to the public, which is expected to be July 2004. 6.1.1 Fixed Costs. Fixed costs are expenditures that are not expected to fluctuate due to an increase in garage use by commuters. Increases in fixed costs, if any, will be caused by use of the Parking Structure by the general public. The categories of Fixed Costs are listed in Exhibit"D". a. For Fixed Cost expenditures listed in Exhibit "D," except for security, an initial baseline will be established January 1, 2004 and will include the fixed costs incurred in each category in 2003. Given that King County • Metro will not be using the Parking Structure for the full 2003 calendar year, the baseline will be adjusted to reflect King County Metro use of the Parking Structure for the full year based on costs incurred once King County Metro begins using the Parking Structure. Each year thereafter, and subject to adjustments made in accordance with section 6.3, the baseline will be calculated on January l by multiplying the past year's baseline by the national CPI-W for the previous twelve-month period that ended on December 31. The City shall pay all fixed costs incurred by Sound Transit above the baseline. The City agrees that in attnbuting costs for such Fixed Cost that are directly linked to the hours of operation, such as the cost of security, Sound Transit's hours of operation will be deemed to be between one-half hour before the first train arrives and one-half hour after the last train arrives (but not before 9:00 PM on weekdays).The City agrees that regardless of the possible use of the Parking Structure by the Sound Transit's or King County Metro's transit customers during extended hours requested by the City, the Fixed Cost increase associated with these extended hours shall still be attributed to the City. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 5 (Between Central Puget Sound Regional Transit Authority and City of Kent) • 6.1.2 Variable Costs. Variable Costs are expenditures that are expected to fluctuate with an increase in commuter use. Incremental increases in variable costs will be attributable to increased Commuter Use (including use by King County Metro's customers) and increased use by the general public. Commuter Use is use of the Parking Structure by Sound Transit or King County Metro customers for purposes of boarding a train or bus operated by Sound Transit or King County Metro at the Kent Conunuter Rail Station. The categories of variable costs are specified in Exhibit"Y. a. Two baselines shall be established for variable costs in 2004. (i) The first baseline will be established January 1, 2004 and will include the variable costs paid in 2003. Given that King County Metro will not be using the Parking Structure for the full 2003 calendar year, the baseline will be adjusted to reflect King County Metro use of the Parking Structure for the full year based on costs incurred once King County Metro begins using the Parking Structure. • (h) The second baseline shall be comprised of two components: the percentage of Parking Structure users attributed to either Sound Transit or King County Metro transit users and the percentage of Parking Structure users attributed to use by the general public as measured by the actual count of cars entering the Parking Structure during operating hours. Given that public use of the Parking Structure is not expected to begin until July 2004,the count of cars entering the Parking Structure shall be measured the first week in November 2004. In 2004, the City shall pay an amount equal to the increase in variable costs multiplied by the percentage of garage use attributable to the general public, retroactive to the month that any portion of the City's Kent Station project opens for business to the public. b. Two baselines for variable costs shall be established for 2005 and each year thereafter. (i) The first baseline for 2005, and each year thereafter,will be established January 0 and will include the variable costs from the previous year. • INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 6 (Between Central Puget Sound Regional Transit Authority and City of Kent) (ii) The second baseline for 2005, and each year thereafter, • shall be comprised of two components: the percentage of Parking Structure users attributed to commuter use and the percentage of Parking Structure users attributed to use by the general public as measured by the actual count of cars entering the Parking Structure during operating hours the third week in July and the third week in October. In 2005, and each year thereafter, the City shall pay 1) the amount paid the previous year for variable costs, and 2) an amount equal to the increase in variable costs from the previous year multiplied by the percentage of Parking Structure use attributable to the general public. 6.2 Schedule of Reimbursements At the end of each calendar quarter, Sound Transit shall submit an invoice to the City that includes the reimbursements due from the City for cost in accord with subsection 6.1 above. These costs shall be estimated for the first three-quarters based on the previous year, and shall be adjusted in the fourth quarter to reflect actual costs due under subsection 6.1. The City shall pay the amount of its reimbursements, less any in-kind maintenance by the City, within thirty(30) days after receipt of Sound Transit's invoice. • 6.3 Adjustments 6.3.1 Necessity and Frequency of Services. Sound Transit and the City shall meet at least once per calendar year to discuss the necessity of performing the listed services and tasks in greater frequency, or —new._tasks-that-are-deemed-necessary by the parties,-the-extent-to whichthese---- services or tasks are properly designated as a fixed or variable costs. However, it will be Sound Transit's decision as to the continued necessity of a particular service or the need for greater frequency or intensity of a particular task. The Parties will also discuss adjustments to the baseline due to cost-saving actions by Sound Transit that do not necessarily reduce the cost associated with use by the general public. 6.3.2 Baseline Adjustments. In the calculation or adjustment of the fixed cost baseline,the City agrees that but for the use by the City, the Parking Structure would open one-half hour before the first train arrives and close one-half hour after the last train arrives (but not before 9:00 P.M. on weekdays). Therefore, for example, the cost associated with charging the general public to park because of certain capacity issues being met • INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 7 (Between Central Puget Sound Regional Transit Authority and City of Kent) under section 4.2(c) and 4.2(d) shall be home by the City. Further, the City agrees that use of the Parking Structure by Sound Transit's or the County's transit customers during any extended operating hours requested by the City is deemed incidental and not a basis for adjustment of the fixed cost baseline. Therefore, for example, the cost associated with limiting parking by charging the general public and the cost of additional security during City-requested extended hours will be borne by the City. 6.3.3 Written Amendment. The list of operations and maintenance tasks and services in Exhibit"Y and "E" may be modified by a written amendment. 6.4 Structure Mid-life Adjustments The mid-life of the Parking Structure is 2017, and it is anticipated that at that time there will be costs associated with the long term maintenance and repair of the Parking Structure that may not have been previously identified in Section 6.0, such as fixture upgrades or replacements. Prior to 2018, the Reimbursements in Section 6.0 will be adjusted to reflect these long-term costs. The parties shall discuss these adjustments during the meetings held under subsection 6.3 and if no agreement is reached the dispute resolution process in Section 9.0 shall be used. If an agreement is not reached using the • dispute resolution process, the matter shall be settled by binding arbitration by a single arbitrator who has experience in real estate matters. The arbitration will be administered by JAMS if the parties have not otherwise agreed to use a different arbitrator or arbitration process. Each party will submit to the arbitrator and each other at least ten (10) days in advance of the hearing its best offer for the adjustments to Section 6.0 and the rational for the same. The arbitrator shall be limited to choosing one of the two proposals. Each party will bear the cost of its own attorney's fees and one-half of the cost _of-the-arbitrator:The same processes is described above s1ialT�use to adjust the Reimbursements in Section 6.0 prior to the renewal period beginning in 2035. 7.0 Audits,Inspections and Retention of Records 7.1 Audits and Inspections The Parties, the State Auditor, the FTA, and any of their representatives shall have full access to and the right to examine, during normal business hours and as often as they deem necessary, all of each Party's records with respect to all matters covered by this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records, and to make audits of all Agreements, invoices, materials,payrolls, and other matters covered by or related to this Agreement. • INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 8 (Between Central Puget Sound Regional Transit Authority and City of Kent) 7.2 Retention of Records • All documents, books, papers, accounting records, and other materials pertaining to this Agreement shall be retained by each Party for six years, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case each Party agrees to maintain same until all such litigation, appeals, clam. or exceptions are finally resolved. 8.0 Designated Representatives To ensure effective cooperation, each Party shall designate representatives responsible for communications between the Parties on certain subjects. The Parties reserve the right to change Designated Representatives, with notice to the other Party. 9.0 Dispute Resolution 9.1 Step One In the event of any dispute concerning this Agreement, the Operations Manager of Sound Transit's Commuter Rail Division or designee and the Chief Administrative Officer for the City or designee shall confer to resolve the dispute. Said representatives shall use their best efforts and exercise good faith to resolve disputes and issues arising out of, or • related to this Agreement. In the event they are unable to resolve the dispute; the Operations Manager and the Chief Administrative Officer shall confer and exercise good faith to resolve the dispute. 9.2 Step Two In the event the Operations Manager and the Chief Administrative Officer are unable to resolve-the-dispute,-the-Executive-Director-of SourictT-ans�d-the ayor of the City shall engage in good faith negotiations to resolve the dispute. 9.3 Step Three -Mediation In the event the Executive Director of Sound Transit and the Mayor of the City are unable to resolve the dispute, the parties may submit the matter to a mutually agreed upon non- binding mediator. The Parties shall share equally in the cost of the mediator. 9.4 Prerequisite to Litigation Sound Transit and the City agree that they shall have no right to seek relief in a court of law until and unless the above procedural steps have been exhausted. • INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE-Page 9 (Between Central Puget Sound Regional Transit Authority and City of Kent) • 10.0 Legal Relations 10.1 No Agency. It is understood and agreed that this Agreement is solely for the benefit of the parties hereto and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. No employees or agents of one party or any of its contractors or subcontractors, shall be deemed, or represent themselves to be, employees of the other Ply 10.2 No Third Party Rights. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other party. Nothing in this Agreement,whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties. 10.3 Liability for Own Employees. Each party specifically assumes potential liability for actions brought by its own employees against the other party and for that purpose the indemnifying Party specifically waives, with respect to the other Party only, any immunity under the . Worker's Compensation Act, RCW Title 51, and each Party recognizes that this waiver was the subject of mutual negotiation and specifically entered into pursuant to the provision of RCW 4.24.115, if applicable. Each Party to this Agreement shall reasonably notify the other of any and all claims, actions, losses or damages that apse or are brought against that Party relating to or pertaining to this Agreement. In the event either Party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this section against the other party, all such fees, costs and expenses shall be recoverable by _ _ the_prevadin&Party 10.4 Indemnification. The City shall protect, defend, indemnify, and save harmless Sound Transit, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims,judgment, and/or awards of damages, arising out of, or in any way resulting from, the negligent or intentional acts or omissions of members of the general public not using the Parking Structure as a park-and-ride transit facility. 10.5 Survival of Terms. The provisions of this section shall survive any expiration or termination of this Agreement. • INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE IKENT COMMUTER RAIL STATION GARAGE—Page 10 (Between Central Puget Sound Regional Transit Authority and City of Kent) 11.0 Insurance Each party agrees, at its own expense(except as otherwise provided in this Agreement),to maintain coverage for its liability exposures for the duration of this Agreement. 12.0 Legal Compliance 12.1 Successors and Others in Interest This Agreement, together with all exhibits and attachments now or hereafter made a part, shall be binding on the Parties and their respective heirs, executors, administrators, successors and assigns. 12.2 Assigns The City may not assign its rights to general public parking to another party, except for another governmental entity,and only with the prior written consent of Sound Transit. 12.3 Amendments and Modifications This Agreement shall not be modified except by written amendment signed by personnel authorized to bind the parties. Amendments or modifications that do not exceed • previously approved budgets may be authorized on behalf of Sound Transit by the Executive Director and on behalf of the City, by its Mayor 12.4 Severability If any provisions of this Agreement are held invalid by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby if such remainder would flan-'on ri e�fl serve thepurposes- ob' ' 'nal y con emp a e . 13.0 Cessation of Operations If Sound Transit determines that it will cease operating commuter rail service at the Kent Commuter Rail Station, and if King County does not wish to purchase the Parking Structure, Sound Transit shall provide the City with written notice and an opportunity to purchase the Parking Structure improvements and underlying real property. If the parties are unable to reach agreement on the terms of such a transfer, either party may invoke the dispute resolution procedures provided in this Agreement. If the parties cannot thereby reach agreement on the terms of such a transfer, the parties shall agree upon the selection of a neutral party to establish the fair market value of the Parking Structure. If upon obtaining the fair market value from the neutral party, an agreement is not reached, Sound Transit may proceed with selling the Parking Structure to an outside party at which time this Agreement shall terminate. The terms of any sale by Sound Transit, other than to King County, shall include provisions that the new owner will • either use the Parking Structure for use by the general public, or negotiate with the City the right for the City to purchase use for the general public. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 11 (Between Central Puget Sound Regional Transit Authority and City of Kent) . 14.0 Termination of Agreement 14.1 Termination and Remedies for Material Breach Either Party may terminate this Agreement in the event the other fails to perform a material obligation under this Agreement, and such failure has not been corrected to the reasonable satisfaction of the other in a timely manner after notice of breach has been provided to such other Party. Written notice of termination of this Agreement shall be given by the Party terminating this Agreement to the other party not less than one hundred eighty days (180) days prior to the effective date of termination. 14.2 Termination Plan Prior to termination of this Agreement by expiration of the term or as provided in this Section, the Parties agree to develop a coordinated plan for terminating the Agreement that includes compensating for Parking Structure use or services satisfactorily rendered up until the time of termination. 15.0 Notice Requirements Any notice given under this Agreement shall be in writing and given by sending such notice by registered mail, return receipt requested, with postage prepaid addressed as follows, or at such other address as the Party to be notified last directed in writing, or by serving said notice personally. The effective date of notice shall be the date of personal service or the date of receipt as shown on the return receipt, as applicable. The agency contacts for this project are as follows: City: Chief Administrative Officer 22TFourth Avenu -- Kent, Washington 98032-5895 Sound Transit: Director of Commuter Rail Sound Transit Regional Express 401 South Jackson Street Seattle, Washington 98104-2816 16.0 Effective Date and Term of Agreement This Agreement shall be effective on the last date signed, and end on December 31, 2034, subject to adjustments to Reimbursements in Section 6.4. Additionally, so long as the City is not in default of this Agreement and Sound Transit (i) plans at that time to continue operating commuter rail through the City, (ii) plans to continue using the Parking Structure for commuter rail customer parking, then the City shall have the option to renew this Agreement for one (1) . additional term to expire on June 1, 2040 subject to adjustments to Reimbursements in Section 6. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF TF.E KENT COMMUTER RAIL STATION GARAGE—Page 12 (Between Central Puget Sound Regional Transit Authority and City of Kent) The option must be exercised in writing and delivered to Sound Transit at least one hundred and • eighty(180) calendar days before the end of the term then in effect. 17.0 Execution of Agreement This Agreement shall be executed in two (2) counterparts, any one of which shall be regarded for all purposes as one original. 18.0 Subject to FTA Approval The use of the Parking Structure as contemplated by the Parties is subject to compliance with NEPA and approval of the FTA. IN WITNESS WHEREOF, each party has caused this Agreement to be signed by its duly authorized officer or representative as of the date set forth below its signature and as of the date first written above. CITY OF KENT CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY ("Sound Transit") By:Q" :��z !( GC By: � . Ji4 White, Mayor Joan M. Earl, Executive Director Dafe: —�- �j Date: ,�mk i t.� Li; Tom Brubaker City AttorneY Sound Transit Legal Counsel • INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 13 (Between Central Puget Sound Regional Transit Authority and City of Kent) . EXHIBIT A OESCRUPTION OF PAPUXING STRUCTURE That property in Kent Washington,held in fee by Sou:.d Transit bounded on the North by Temperance Street, on the East by First Avenue North, on the South by West Smith Street, and on the West by the Second Avenue North extension now know as Ramsay Way, except for those portion that have been conveyed or will be conveyed to the City of Kent. • EXHIBIT B • PARKING STRUCTURE OPERATING HOURS The Parking Structure will initially be open for parking as follows: Weekdays: One-half hour before the arrival of the first morning train until one-half hour after the last train (but not before 9:00 p m.) Weekends: Closed, except for special Sounder service. State Holidays: Closed Sound Transit, at the request of the City of Kent, will increase the operating hours of the Parking Structure so that it is opened every day from at least 6:30 a.m. to 2:30 a.m. • • EXHIBIT C DIAGRAM Uj James St =0W —I.-Ln 3 S t h Regional Pioneer St Justice ` CenterLA .}, `' Tem`erance St; y � �W € V _ d 'Shaded area in diagram above is referred to in Section 4.2(b) • • EXHIBIT D FIXED COSTS 1. Security a. Security Officers 2. Utilities a. Pay Phones, Elevator Emergency Phones b. Drainage—storm water 3. Ongoing Maintenance a. Landscaping and Irrigation b. Pest Control c. CCTV/Panic buttons d. Oil and Water separators/detention, annual cleaning e. Elevator Maintenance 4. Vandalism Repair 5. Parking Fee Collection • a. Capital costs to build collection booths and gates, setup systein to differentiate between transit and general public parking b. Operations and maintenance relating to parking fee collection 6. Collection of data(i.e., car counting) for determining variable costs. • • EXHIBIT E VARIABLE COSTS 1. Janitorial and Maintenance including supplies a. Elevator cabin/door cleaning—2 cabins b. Trash/ashtrays c. Trash can liners d. Parking level sweeping—5 level (recommended 2x/mo) e. Stairs—sweep/blow(reasonable frequency) f. Stairs—dust handrails/wet mop (reasonable frequency) g. Interior garage trash hand pick 5 levels h. Exterior landscaped area trash hand-pick i. Garbage disposal. 2. Major Maintenance a. Includes complete restriping, concrete leakage, crack repairs, new concrete sealer, membrane applications and painting, etc. 3. Ongoing Maintenance • a. Painting/Sealing/Striping Parking Lot b. Concrete and Masonry c. Electrical/Plumbing/Mechanic d. Glass Repair and Replacement 4. Insurance and payment of claims up to Sound Transit's insurance deductibles. Kent City Council Meeting Date January 20, 2004 Category Other Business 1. SUBJECT: KENT STATION, ADMISSIONS TAX—ORDINANCE—ADOPT 2. SUMMARY STATEMENT: This ordinance enacts a 5% tax on admissions charges imposed by local businesses, but only if the customer is charged admission in order to enter the building where a use or activity occurs. The ordinance exempts from taxation admission charges imposed by schools and other federally tax-exempt non- profit organizations and governmental entities. By way of example, "table" or"cover" charges made upon entry into bars and restaurants would be taxed. Similarly, admission charges for theaters, cinemas, drive-ins, cabarets, concerts, and radio or television shows would be taxed. Certain other activities, such as swimming pools, golf courses, and skating rinks, could be taxed, but again, only if there is an admission charge imposed upon entry into the building or premises where the activity occurs. Staff will be available to answer any questions. 3. EXHIBITS: Ordinance 4. RECOMMENDED BY: Staff (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted X Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: lX Councilmember A4,K moves, Councilmember P4;UA~ seconds adoption of Ordinance No. 879enacting a 5% admissions tax on jertain admissions charges imposed by businesses and other entities within the City. ^ v f-oA&- DISCUSSION: 17 t f. ACTION: Vl Council Agenda Item No. 7C Chapter 35.21.280 RCW - The Washington State Legislature Page 1 of 2 Legislature Home About Us E-Mail Lists Search Help RCW TITLES >>TITLE 35>> CHAPTER 35 21 >>SECTION 35 21 280 Print Version 35 21 278 << 35 21 280 >> 35 21 290 RCW 35.21.280 Tax on admissions—Exceptions. (1) Every city and town may levy and fix a tax of not more than one cent on twenty cents or fraction thereof to be paid by the person who pays an admission charge to any place: PROVIDED, No city or town shall impose such tax on persons paying an admission to any activity of any elementary or secondary school or any public facility of a public facility district under chapter 35.57 or 36 100 RCW for which a tax is imposed under RCW 35 57 100 or 36 100 210, except the city or town may impose a tax on persons paying an admission to any activity of such public facility if the city or town uses the admission tax revenue it collects on the admission charges to that public facility for the construction, operation, maintenance, repair, replacement,or enhancement of that public facility or to develop, support, operate, or enhance programs to that public facility. (2)Tax authorization under this section includes a tax on persons who are admitted free of charge or at reduced rates to any place for which other persons pay a charge or a regular higher charge for the same privileges or accommodations A city that is located in a county with a population of one million or more may not levy a tax on events in stadia constructed on or after January 1, 1995, that are owned by a public facilities district under chapter 36.100 RCW and that have seating capacities over forty thousand. The city or town may require anyone who receives payment for an admission charge to collect and remit the tax to the city or town. (3)The term "admission charge" includes: (a)A charge made for season tickets or subscriptions; (b)A cover charge, or a charge made for use of seats and tables reserved or otherwise,and other similar accommodations; (c)A charge made for food and refreshment in any place where free entertainment, recreation or amusement is provided; (d)A charge made for rental or use of equipment or facilities for purposes of recreation or amusement; if the rental of the equipment or facilities is necessary to the enjoyment of a privilege for which a general admission is charged,the combined charges shall be considered as the admission charge; (e)Automobile parking charges if the amount of the charge is determined according to the number of passengers in the automobile. [2002 c 363§5, 1999 c 165§19,1995 3rd sp.s c 1 §202,19951 st sp s c 14§8,1965 c 7§35 21 280 Prior. c 126§1, 1951 c 35§1,1943 c 80§1,Rem.Supp. 1943§8370-44a.1 NOTES: , Severability — 1999 c 164: See RCW 35 57 900. Part headings not law—Effective date—1995 3rd sp.s.c 1: See notes following RCW htto://www.lea.wa.cov/RCW/index.cfm?fuseaction=section&section=35.21.280 1/14/2004 ORDINANCE NO. i AN ORDINANCE of the City Council of the City of Kent, Washington, adding a new chapter 3.26 to the Kent City Code, entitled "Admissions Tax," to collect a tax on admission charges. WHEREAS, RCW 35.21.280 authorizes the City of Kent to collect a tax on admission charges in the City; and WHEREAS, the City Council has determined it is in the best interests o the City to impose such an admissions tax, NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS. SECTION 1. - Amendment The following Chapter 3.26 shall be added to the Kent City Code: CHAPTER 3.26 ADMISSIONS TAX Sec. 3.26.010. Admissions tax imposed. A. Tax Imposed In accordance with RCW 35.21.280, there is levied and shall be collected a tax from every person, without regard to age, who pays an admission charge to any place within the City limits. The tax shall be measured by applying the rate set forth in this chapter to the admission charge. The tax shall be held in trust by the business, association, organization, or other entity charging and collecting admission 1 Admissions Tax 2. Collecting entity means any person, business, association, organization, or other entity entrusted with the collection and remittance of admission taxes under tlus section. 3. Governmental entity means any federal, state, or local government, or branch thereof, and also includes any public facility or any public facility, service, or utility district that is exempt from federal income taxation pursuant to Section 501(c)(1) or(3) of the Internal Revenue Code, as it may be amended from time to time. 4. Nonprofit tax-exempt organization means an organization, corporation, or association organized and operated for the advancement, appreciation, public exhibition or performance, preservation, study and/or teaching of the performing arts, visual arts, history, science, or a public chanty providing human services, or a public education entity, which is currently exempt from federal income taxation pursuant to Section 501(c)(1) or (3) of the Internal Revenue Code, as it may be amended from time to time 5. Secondary or elementary school means any public or private primary school,middle school,junior high school, high school, or any accredited college,junior college, university, or the recognized student body association thereof. C. Exemptions from Tax. No tax shall be imposed under the authority of this chapter on the following: 1. Admission charges for any activity of any elementary or secondary school, any governmental entity, or any nonprofit tax-exempt organization. 2. Events sponsored by nonprofit tax-exempt organizations if the nonprofit tax-exempt organization publicly sponsors and promotes the event and the nonprofit tax-exempt organization receives the use and benefit of the admission charges collected. D. General Application. By way of illustration only, this tax applies to any non- exempt admission charge, as defined in this section, collected for admission to any theater, cinema, dance hall, cabaret, adult entertainment cabaret, circus, side show, outdoor amusement park, dinner theatre, music concerts, radio shows, and television shows. 3 Admissions Tax otherwise provided, as the finance director deems it appropriate under the circumstances. Sec. 3.26.050. Method of payment. Taxes payable hereunder shall be remitted to the finance director on or before the time required by bank draft, cashier's check, personal check, money order, credit card, or cash If payment is made by draft, credit card, or check, the tax shall not be deemed paid until the draft, credit card, or check is honored in the usual course of business, nor shall the acceptance of any sum by the finance director be an acquittance or discharge of the tax, unless the amount paid is the full amount due. Sec. 3.26.060. Failure to make timely payment of tax or fee; penalties. 1. Delinquent accounts. Except to the extent modified by this subsection, the City will treat all unpaid or uncollected admissions taxes as delinquent accounts under Chapter 3.10 of the Kent City Code. 2. Late charge assessed. If any collecting entity fails or neglects to pay any admission tax within thirty (30) days from the quarterly due date, a charge of one (1) percent of the amount of the unpaid tax or five dollars ($5.00), whichever is the greater amount, will be imposed one month from the date payment was due, and at the end of each succeeding monthly period, until all past due amounts are paid in full 3. Collection agency. Any tax, invoice, or service charge due under this chapter and unpaid or uncollected shall constitute a debt to the City. The City may, pursuant to Ch. 19.16 RCW, use a collection agency to collect outstanding debts, or it may seek collection by court proceedings, which remedies shall be in addition to all other remedies. 4. Criminal penalties. Any collecting entity that violates or fails to comply with any of the provisions of this chapter or other lawful rule or ordinance adopted by the City, shall be guilty of a misdemeanor and shall be subject to the penalty set forth in section 9.02.410(2) of the Kent City Code, as it may be amended from time to time. 5 Admissions Tax immediately preceding receipt by the finance director of the application by the collecting entity for a refund or an audit, or in the absence of such an application, within three (3) years immediately preceding the commencement by the finance director of the examination: A. A tax or other fee has been paid in excess of that properly due, the total excess paid over all amounts due to the City within three (3) years of such period shall be credited to the collecting entity's account or shall be credited to the collecting entity at the collecting entity's option. No refund or credit shall be allowed for any excess paid more than three (3) years before the date of the application or examination. B. A tax or other fee has been paid which is less than that properly due, or no tax or other fee has been paid, the finance director shall mail a statement to the collecting entity, showing the balance due, including the tax amount or penalty assessments and fees. It shall be a separate, additional violation of this chapter, both civil and criminal, if the collecting entity fails to make payment in full within ten (10) calendar days of that mailing. Sec. 3.26.090. Failure to make return. If any collecting entity fails, neglects, or refuses to make and file its return when required under this chapter, the finance director is authorized to determine the amount of tax payable, together with any penalty and/or interest assessed under the provisions of this chapter, and to mail notification to the collecting entity of the amount so determined, which amount shall thereupon become the tax and penalty and/or interest and shall become immediately due and payable. Sec. 3.26.100. Tax additional to others. The taxes levied herein shall be additional to any license fee or tax imposed or levied under any law or other ordinance of the City, except as otherwise expressly provided herein. Sec. 3.26.110. Finance director to make rules. The finance director shall have the power, and it shall be his or her duty, from time to time, to adopt, publish, and enforce rules and regulations not inconsistent with this chapter or other applicable laws i 7 Admissions Tax PASSED: day of January, 2004. APPROVED: day of January, 2004. PUBLISHED: day of January, 2004. I hereby certify that this is a true copy of Ordinance No passed by the City Council of the City of Kent, Washington, and approved by the Mayor of the City of Kent as hereon indicated. (SEAL) BRENDA JACOBER, CITY CLERK P Tmhor6nwn Udm wowT"dw III I 9 Admissions Tax 00007 e0000e � f Ct�s At- ORDINANCE NO. AN ORDINANCE of the City Council of the City of Kent, Washington, adding a new chapter 3.26 to the Kent City Code, entitled "Admissions Tax,"to collect a tax on admission charges. WHEREAS, RCW 35.21.280 authorizes the City of Kent to collect a tax on admission charges in the City; and WHEREAS, the City Council has determined it is in the best interests o the City to impose such an admissions tax, NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. -Amendment The following Chapter 3.26 shall be added to the Kent City Code: CHAPTER 3.26 ADMISSIONS TAX See. 3.26.010. Admissions tax imposed. A. Tax Imposed. In accordance with RCW 35.21.280, there is levied and shall be collected a tax from every person, without regard to age, who pays an admission charge to any place within the City limits. The tax shall be measured by applying the rate set • forth in this chapter to the admission charge. The tax shall be held in trust by the business, association, organization, or other entity charging and collecting admission 1 Admissions Tax i taxes until the taxes are remitted to the finance director under KCC 3.26.030. No tax • y� �ha�ll be levied on any person who is admitted free of charge and the tax on reduced admsion charges shall be calculated on the reduced charge and not on the regular F sion charge. B. Definitions The following definitions shall apply throughout this chapter: 1. Admission Charge, in addition to its usual and ordinary meaning, means a monetary charge for an event open to the public including, but not limited to the following: a. A charge made for season tickets or subscriptions; b. A cover charge or a charge made for use of seats and tables, reserved or otherwise, and similar accommodations; C. A charge made for food and refreshments in any place where any free entertainment, recreation, or amusement is provided; d. If a general admission fee is charged for entry onto the premises where a rental occurs and if the rental of equipment or facilities is necessary to the enjoyment of a privilege for which a general admission is charged, the combined • charges shall be considered as the admission charge; provided, however, that a general admission fee must be charged for entry onto the premises where a rental occurs before the rental can be taxed under this ordinance. I e. If a general admission fee is charged for entry onto the premises where an activity occurs (such as, and without limitation, a bowling alley or ice skating rink) and if the activity charge is necessary to the enjoyment of a privilege for which a general admission is charged, the combined charges shall be considered as the admission charge; provided, however, that a general admission fee must be charged for entry onto the premises where an activity occurs before the activity charge can be taxed under this ordinance. f. Automobile parking charges if the amount of the charge is determined according to the number of passengers in the automobile; g. Any other charge for entrance and observation. • 2 Admissions Tax • 2. Collecting entity means any person, business, association, organization, or other entity entrusted with the collection and remittance of admission taxes under this section. 3. Governmental entity means any federal, state, or local government, or branch thereof, and also includes any public facility or any public facility, service, or utility district that is exempt from federal income taxation pursuant to Section 501(c)(1) or(3) of the Internal Revenue Code, as it may be amended from time to time. 4. Nonprofit tax-exempt organization means an organization, corporation, or association organized and operated for the advancement, appreciation, public exhibition or performance, preservation, study and/or teaching of the performing arts, visual arts, history, science, or a public charity providing human services, or a public education entity, which is currently exempt from federal income taxation pursuant to Section 501(c)(1) or (3) of the Internal Revenue Code, as it maybe amended from time to time. 5. Secondary or elementary school means any public or private primary school,middle school,junior high school, high school, or any accredited college,junior college, university, or the recognized student body association thereof. C. Exemptions from Tax. No tax shall be imposed under the authority of this chapter on the following: 1. Admission charges for any activity of any elementary or secondary school, any governmental entity, or any nonprofit tax-exempt organization. 2. Events sponsored by nonprofit tax-exempt organizations if the nonprofit tax-exempt organization publicly sponsors and promotes the event and the nonprofit tax-exempt organization receives the use and benefit of the admission charges collected. D. General Application. By way of illustration only, this tax applies to any non- exempt admission charge, as defined in this section, collected for admission to any theater, cinema, dance hall, cabaret, adult entertainment cabaret, circus, side show, outdoor amusement park, dinner theatre, music concerts, radio shows, and television • shows. 3 Admissions Tax Sec. 3.26.020. Tax rate. The amount of the tax charged on admission charges • shall be equal to the admission charge multiplied by the rate of five(5)percent. Sec. 3.26.030. Administration and collection. A. Administration and collection of the various taxes imposed by this chapter shall be the responsibility of the finance director. Remittance of the amount due shall be accompanied by a completed return form prescribed and provided by the fmance director. The collecting entity shall be required to swear and affirm that the information given in the return is true, accurate, and complete. B. The finance director is authorized, but not required, to mail to the collecting entity forms for returns. Failure of the collecting entity to receive such a form shall not excuse the collecting entity from making the return and timely paying all taxes due. The finance director shall have forms available to the public in reasonable numbers at its customer services department during regular business hours. Sec. 3.21.040. Tax due. A. The tax imposed by this chapter shall be due and payable in quarterly j installments and remittance therefore, together with the return forms, shall be made on or before the final day of the month immediately succeeding the quarterly period in jwhich the tax accrued. Such payments shall be due on or before January 31, April 30, July 31, and October 31 of each respective year. 1. Whenever any collecting entity quits business, sells out, or otherwise disposes of its business, or terminates the business, any tax due shall become due and payable immediately, and the collecting entity shall, within ten (10) days thereafter, submit a return form and pay the tax due. 2. Whenever it appears to the finance director that the collection of taxes from any collecting entity may be in jeopardy, the finance director, after not less than ten (10) days' prior written notice to the collecting entity, is authorized to require that the collecting entity remit taxes due and deliver returns at shorter intervals than 4 Admissions Tax • otherwise provided, as the finance director deems it appropriate under the circumstances. See. 3.26.050. Method of payment. Taxes payable hereunder shall be remitted to the finance director on or before the time required by bank draft, cashier's check, personal check, money order, credit card, or cash. If payment is made by draft, credit card, or check, the tax shall not be deemed paid until the draft, credit card, or check is honored in the usual course of business, nor shall the acceptance of any sum by the finance director be an acquittance or discharge of the tax, unless the amount paid is the full amount due. Sec. 3.26.060. Failure to make timely payment of tax or fee; penalties. 1. Delinquent accounts. Except to the extent modified by this subsection, the City will treat all unpaid or uncollected admissions taxes as delinquent accounts under Chapter 3.10 of the Kent City Code. 2. Late charge assessed If any collecting entity fails or neglects to pay any admission tax within thirty(30) days from the quarterly due date, a charge of one (1) percent of the amount of the unpaid tax or five dollars ($5.00), whichever is the greater amount, will be imposed one month from the date payment was due, and at the end of each succeeding monthly period, until all past due amounts are paid in full. 3. Collection agency. Any tax, invoice, or service charge due under this chapter and unpaid or uncollected shall constitute a debt to the City. The City may, pursuant to Ch. 19.16 RCW, use a collection agency to collect outstanding debts, or it may seek collection by court proceedings, which remedies shall be in addition to all other remedies. 4. Criminal penalties. Any collecting entity that violates or fails to comply with any of the provisions of this chapter or other lawful rule or ordinance adopted by the City, shall be guilty of a misdemeanor and shall be subject to the penalty set forth in section 9.02.410(2) of the Kent City Code, as it may be amended from time to time. 5 Admissions Tax Sec. 3.26.070. Records required. • A. Each collecting entity shall maintain records respecting that activity which truly, completely, and accurately disclose all information necessary to determine the collecting entity's tax liability during each base tax period. Such records shall be kept and maintained for a period of not less than three(3) years. B. All books, records, and other items required to be kept and maintained under this section shall be subject to, and immediately made available, for inspection and audit at any time, with or without notice, at the place where such records are kept upon the demand of the finance director, or his or her designee, for the purpose of enforcing the provisions of this chapter. C. Where the collecting entity does not keep all of the books, records, or items required to be kept or maintained under this section within the jurisdiction of the City so that the auditor may examine them conveniently, the collecting entity shall either: 1. Produce and make available for inspection in this jurisdiction all of the required books, records, or other items within ten (10) days following a request by the auditor that the collecting entity do so; or 2. Bear the actual cost of inspection by the auditor or the auditor's designee at the location where the books, records, or items are located. In addition, the collecting entity shall pay in advance to the finance director the estimated costs thereof, including but not limited to, round trip fare by the most rapid means, lodging, meals, and incidental expenses. The actual amounts due or to be refunded for expenses shall be determined following the examination of the records. D. A collecting entity who fails, neglects, or refuses to produce these books and records, either within or outside this jurisdiction, in addition to being subject to other civil and criminal penalties provided by this chapter, shall be subject to a penalty in the amount of one hundred dollars ($100)per day for each day of non-compliance. Sec. 3.26.080. Overpayment or underpayment of tax. If, upon application by a collecting entity for a refund, or upon any examination of the returns or records of any collecting entity, the finance director determines that within three (3) years 6 Admissions Tax • immediately preceding receipt by the finance director of the application by the collecting entity for a refund or an audit, or in the absence of such an application, within three 3 ears immediate) preceding the commencement b the finance ( ) Y Y P g Y director of the examination: A. A tax or other fee has been paid in excess of that properly due, the total excess paid over all amounts due to the City within three (3) years of such period shall be credited to the collecting entity's account or shall be credited to the collecting entity at the collecting entity's option. No refund or credit shall be allowed for any excess paid more than three (3) years before the date of the application or examination. B. A tax or other fee has been paid which is less than that properly due, or no tax or other fee has been paid, the finance director shall mail a statement to the collecting entity, showing the balance due, including the tax amount or penalty assessments and fees. It shall be a separate, additional violation of this chapter, both civil and criminal, if the collecting entity fails to make payment in full within ten (10) calendar days of that mailing. • Sec. 3.26.090. Failure to make return. If any collecting entity fails, neglects, or refuses to make and file its return when required under this chapter, the finance director is authorized to determine the amount of tax payable, together with any penalty and/or interest assessed under the provisions of this chapter, and to mail notification to the collecting entity of the amount so determined, which amount shall thereupon become the tax and penalty and/or interest and shall become immediately due and payable. I� Sec. 3.26.100. Tax additional to others. The taxes levied herein shall be additional to any license fee or tax imposed or levied under any law or other ordinance of the City, except as otherwise expressly provided herein. Sec. 3.26.110. Finance director to make rules. The finance director shall have the power, and it shall be his or her duty, from time to time, to adopt,publish, and enforce rules and regulations not inconsistent with this chapter or other applicable laws 7 Admissions Tax for the purpose of carrying out these provisions, and it is unlawful to violate or fail to • comply with those rules or regulations. SECTION 2. —Severability. If any one or more section, subsections, or sentences of this Ordinance are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. SECTION 3. — Effective Date. This Ordinance shall take effect and be in force thirty days (30) days from and after its passage as provided by law. JIM WHITE, MAYOR i ATTEST: • BRENDA JACOBER, CITY CLERK APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY i 8 Admissions Tax e • PASSED: day of January, 2004. APPROVED: day of January, 2004. PUBLISHED: day of January, 2004. I hereby certify that this is a true copy of Ordinance No. passed by the City Council of the City of Kent, Washington, and approved by the Mayor of the City of Kent as hereon indicated. (SEAL) BRENDA JACOBER, CITY CLERK P kCjvih0rdmmm\AdmmwwTe da • 9 Admissions Tax Kent City Council Meeting Date January 20, 2004 Category Other Business 1. SUBJECT: KENT STATION, DOWNTOWN CONNECTIVITY— RESOLUTION—ADOPT 2. SUMMARY STATEMENT: The proposed resolution sets forth the City's commitment to ensure pedestrian connections between Kent Station and historic Kent downtown along the 2°a Avenue/Ramsay Way corridor, and affirms the City's intention to ensure the economic vitality of both Kent Station and historic downtown Kent. 3. EXHIBITS: Resolution 4. RECOMMENDED BY: Staff (Committee, Staff, Examiner, Commission, etc.) 5. FISCAL IMPACT Expenditure $ Source: Budgeted Unbudgeted Revenue $ Source: Budgeted Unbudgeted 6. CITY COUNCIL ACTION: v Councilmember ``ScGv moves, Councilmember seconds adoption of Resolution No. stating the City's commitment to ensure pedestrian connections between Kent Station and historic downtown Kent and affirming the City's intention to ensure the economic vitality of historic downtown Kent and Kent Station. DISCUSSION: - U ACTION: r ' Council Agenda Item No. 7D RESOLUTION NO. A RESOLUTION of the City Council of the City of Kent, Washington, stating the City s commitment to ensure pedestrian connections between Kent Station and the historic Kent downtown along the 2"d Avenue/Ramsay Way corridor, and to ensure the economic vitality of both Kent Station and historic downtown Kent. RECITALS 1. The Kent Downtown Partnership (KDP) held a design charette on June 26, 2003, specifically exploring design concepts to improve the 2"d Avenue/Ramsay Way pedestrian connections between Kent Station and historic downtown. KDP produced a concept drawing as a guideline for the City of Kent, Sound Transit, the King County Library in Kent and private property owners. 2. The Kent Station developer, as part of the approved Master Plan Development (MPD) permit for the project, will be required to construct a 12 foot sidewalk between Temperance and Smith Street on the west side of Ramsay Way. This will be with a concrete sidewalk, generally patterned so that it is consistent with the sidewalks bordering the Sound Transit garage. In addition, the developer will construct a site identification feature located at the northwest corner of Smith Street and Ramsay Way that provides a visual and pedestrian link to historic downtown. 3. The Kent Station developer, as part of a revised MPD concept drawing, is proposing a restaurant use in a future development phase at the northwest comer of Smith Street and Ramsay Way that will also help to activate the corridor between Kent Station and the historic downtown. 4. Sound Transit, as part of transportation mitigation associated with construction of the Sounder Parking Garage, is required to signalize the intersection of Ramsay Way (2"d Avenue)and Smith Street and to provide safe pedestrian crossings. 1 Kent Station-Ensure Pedestrian Connections and Economic Vitality of Downtown 4. SeverabilitV. If any section, subsection, paragraph, sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this resolution. 5 Ratification. Any act consistent with the authority and prior to the effective date of this resolution is hereby ratified and affirmed. 6. Effective Date This resolution shall take effect and be in force immediately upon its passage PASSED at a regular open public meeting by the City Council of the City of Kent, Washington, this day of January, 2004. CONCURRED in by the Mayor of the City of Kent this day of January, 2004 JIM WHITE, MAYOR ATTEST BRENDA JACOBER, CITY CLERK APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY I hereby certify that this is a true and correct copy of Resolution No. passed by the City Council of the City of Kent, Washington, the day of January, 2004. BRENDA JACOBER, CITY CLERK o c.�sauriorru.Msir�.r.wucan.n.�vw,as 3 Kent Station-Ensure Pedestrian Connections and Economic Vitality of Downtown • � ttd RESOLUTION NO. A RESOLUTION of the City Council of the City of Kent, Washington, stating the City's commitment to ensure pedestrian connections between Kent Station and the historic Kent downtown along the 2"d Avenue/Ramsay Way corridor, and to ensure the economic vitality of both Kent Station and historic downtown Kent RECITALS 1. The Kent Downtown Partnership (KDP) held a design charette on June 26, 2003, specifically exploring design concepts to improve the 2"d Avenue/Ramsay Way pedestrian connections between Kent Station and historic downtown. KDP produced a • concept drawing as a guideline for the City of Kent, Sound Transit, the King County Library in Kent and private property owners. 2. The Kent Station developer, as part of the approved Master Plan Development (MPD) permit for the project, will be required to construct a 12 foot sidewalk between Temperance and Smith Street on the west side of Ramsay Way. This will be with a concrete sidewalk, generally patterned so that it is consistent with the sidewalks bordering the Sound Transit garage. In addition, the developer will construct a site identification feature located at the northwest corner of Smith Street and Ramsay Way that provides a visual and pedestrian link to historic downtown. 3 The Kent Station developer, as part of a revised MPD concept drawing, is proposing a restaurant use in a future development phase at the northwest corner of Smith Street and Ramsay Way that will also help to activate the corridor between Kent Station and the historic downtown. 4. Sound Transit, as part of transportation mitigation associated with • construction of the Sounder Parking Garage, is required to signalize the intersection of Ramsay Way (2"d Avenue) and Smith Street and to provide safe pedestrian crossings. 1 Kent Station-Ensure Pedestrian Connections and Economic Vitality of Downtown M . �w 1 . 5. The City of Kent has received a $402,225 Congestion Management Air • fl (CMAQ) Federal grant to improve pedestrian connections and amenities for the Cit esignated urban center and downtown core, in conjunction with the construction of traT`sit-oriented developments (the Kent Station project and future redevelopment of the Municipal Lot Block) 6. The Lions Club of Kent plans to manage a Farmer's Market in the Municipal Lot Block from May through September. This activity will generate pedestrian activity to and from the Municipal Lot Block from both the historic downtown and Kent Station. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS: RESOLUTION 1 Recitals Incorporated The foregoing recitals are incorporated into the body of this resolution. • 2. Support — Redevelopment of Municipal Lot Block. The City Council supports redevelopment of the Municipal Lot Block in the future, as articulated in the City's Economic Development Strategic Plan. Such redevelopment would preserve the existing public parking and may include other commercial and housing uses, as well as a public plaza or park. This public plaza or park, which would be activated by adjacent commercial and housing uses associated with redevelopment of the Municipal Lot Block, would enhance the pedestrian connections between Kent Station and the historic downtown. 3. Support — Economic Vitality of Downtown. In addition to the City's support of the development of the Kent Station Property, the City Council is also committed to the economic vitality of historic downtown. The City pays $32,000 annually to the KDP to receive economic outreach services for Kent's downtown, and in 2003 and 2004 will contribute additional resources for the development and printing of a downtown branding and recruitment brochure. Furthermore, the City is working with the KDP on the development of a matching grant facade improvement program, using Federal • Community Development Block Grant dollars. 2 Kent Station-Ensure Pedestrian Connections and Economic Vitality of Downtown • 4. Severability. If any section, subsection, paragraph, sentence, clause, or phrase of this resolution is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this resolution 5. Ratification. Any act consistent with the authority and prior to the effective date of this resolution is hereby ratified and affirmed 6. Effective Date. This resolution shall take effect and be in force immediately upon its passage PASSED at a regular open public meeting by the City Council of the City of Kent,Washington, this day of January, 2004 CONCURRED in by the Mayor of the City of Kent this day of January, 2004. • JIM WHITE, MAYOR ATTEST: BRENDA JACOBER, CITY CLERK APPROVED AS TO FORM TOM BRUBAKER, CITY ATTORNEY I hereby certify that this is a true and correct copy of Resolution No passed by the City Council of the City of Kent, Washington, the day of January, 2004 • BRENDA JACOBER, CITY CLERK P 1GvN SMUTIOWentS.—PW.Vil .-,-4 cmVWLly Jx 3 Kent Station-Ensure Pedestrian Connections and Economic Vitality of Downtown REPORTS FROM STANDING COMMITTEES AND STAFF A. COUNCIL PRESIDENT � B. OPERATIONS COMMITTEE C. PUBLIC SAFETY COMMITTEE aly), -?�fj 1 k"m 53 ri1 P, 1�1 D. PU/BLIC ,WORKS liQ c�/V` C oa o, m E. PLANNING & ECONOMIC DEVELOPMENT COMMITTEE WIA� � �e b F. PARKS & HUMAN SERVICES COMMITTEE G. ADMINISTRATIVE REPORT J d REPORTS FROM SPECIAL COMMITTEES Operations Committee Minutes December 2, 2003 Committee Members Present: Chair Rico Yingling, Leona Orr, Tim Clark The meeting was called to order by Rico Yingling, Chair at 4:01 P.M. APPROVAL OF MINUTES OF NOVEMBER 18, 2003 Tim Clark moved to approve the minutes of the November 18, 2003, Operations Committee meeting. The motion was seconded by Leona Orr and passed 3-0. APPROVAL OF VOUCHERS DATED NOVEMBER 26, 2003 Leona Orr moved to approve the vouchers dated November 26, 2003. Tim Clark seconded the motion,which passed 3-0. 2004 KENT REPORTER CONTRACT Assistant Chief Administrative Officer Dena Laurent presented the 2004 Kent Reporter Contract. Ms Laurent advised the Operations Committee that the City of Kent began publishing the Kent Connections City Newsletter in the Kent Reporter in 1998. The content and design are completed in-house and forwarded to the Kent Reporter for publication and distribution for one full page of advertising each month. The Kent Reporter is typically distributed to 68,000 Kent area addresses. Council and community feedback on the newsletter has been positive and we recommend continuing the newsletter in 2004. The City has included a total project cost of $52,000 in the 2004 Preliminary Budget. Ted Kogita commented regarding the proposed contract and with the Kent Cable TV— Channel 21 — why the City chooses to spend money on the Kent Reporter. Leona Orr commented that not all Kent residents have cable television and therefore they are given the opportunity to review issues happening within the City of Kent via the Kent Reporter. Rico Yingling commented that the City has a huge job to communicate effectively with the public and the Kent Reporter provides a narrowband of communication. It was further stated that the City annually compares the cost of publishing the Kent Reporter on their own and it is not co st effective to do so. Tim Clark moves to recommend that the 2004 Kent Reporter Contract be placed on the consent calendar for the December 9, 2003, City Council meeting for adoption. The motion was seconded by Leona Orr and passed 3-0. COMPREHENSIVE PLAN AMENDMENT — CAPITAL IMPROVEMENTS PLAN 2004-2009 — ORDINANCE Finance Director May Miller presented the revised Comprehensive Plan Amendment — Capital Improvements Plan 2004-2009 Ordinance. The Ordinance relates to CPA-2003-5 amending the Capital Facilities Element of the Comprehensive plan to include the Capital Improvement Plan for 2004-2009 Operations Committee, 12/2/2003 The City also has approximately $1,000,000 in unbanked property tax capacity that is available for use, but is not included in the 2004 budget Ms. Miller stated that most other cities in the area have used their unbanked property tax capacity, however, Kent has been conservative and not relied on it Leona Orr moved to recommend that the 2004 Property Tax 1% Statutory Adjustment for 2004 Budget Ordinance adopting a 1% increase of $217,043 over the 2003 property tax levy for the 2004 budget, in addition to increase resulting from new construction, improvements, increases in state assessed property, other adjustments, and annexed properties be placed on the consent calendar for the December 9, 2003, City Council meeting for adoption. The motion was seconded by Tim Clark and passed 3-0. 2003 PROPERTY TAX TOTAL LEVY FOR 2004 BUDGET-ORDINANCE Finance Director May Miller presented the 2003 Property Tax Total Levy for 2004 Budget Ordinance. Ms. Miller advised that this ordinance establishes the actual property tax levy, which is based on a statutorily allowed 1% increase for inflation and also includes the amounts established for new construction, improvements, increases in state assessed property, other adjustments, and any annexations to the City The estimated levy is $22,302,436 for the General Fun and $1775,000 for the Debt Service Funds, for an estimated total of$24,077,436 The actual amounts to be levied will be presented for Council's approval upon receipt of the certified assessed valuation numbers from King County Tim Clark moved to recommend that the 2003 Property Tax Total Levy for 2004 Budget Ordinance establishing the estimated regular property tax levy of$22,302,436 for the General Fund and $1,775,000 for the Debt Service Funds for a total of $24,077,426 be placed on the consent calendar for the December 9, 2003, City Council meeting for adoption. The motion was seconded by Leona Orr and passed 3-0. 2004 FINAL BUDGET ADOPTION -ORDINANCE Finance Director May Miller presented a revised Exhibit A to the 2004 Final Budget Adoption Ordinance. Ms Miller advised that this ordinance adopts the City's 2004 budget. The budget to be adopted is summarized in Exhibit A to the ordinance and includes the Preliminary Budget document as amended by Exhibit B to the ordinance, which constitutes technical corrections made to the Preliminary Budget since its original publication Ms Miller further advised that Council has held two pubic hearings and four workshops on the 2004 Budget Debt Service reductions and corrections due to pending approval of LTGO Debt and Budget reallocations will be included in final technical corrections to Exhibit B. Property tax changes will also be included once the City receives the final numbers from King County Leona Orr moved to recommend that the 2004 Final Budget Adoption Ordinance adopting the final 2004 Operating and Capital Budget which includes Exhibits A and B be placed on the consent calendar for the December 9, 2003, City Council meeting for adoption. The motion was seconded by Tim Clark and passed 3-0. 3 SPECIAL PUBLIC SAFETY COMMITTEE MINUTES December 9, 2003 COMMITTEE MEMBERS: Connie Epperly,Julie Peterson,Rico Yingling The special meeting was called to order by Chair Connie Epperly at 5 I OPM. Approval of Minutes of November 17,2003 Committee Member Rico Yingling moved to approve the minutes of the November 17, 2003 meeting The motion was seconded and passed 3-0. Pilot project with New Connections of South King County—Authorized Ed Crawford,Chief of Police,introduced Lana Matthew,Program Director of New Connections Chief Crawford reviewed the types of services that would be provided by New Connections to inmates of the City of Kent Corrections Facility during the pilot project Funding for the project would be drawn from a drug seizure account Rico Yingling moved to recommend authorizing the Kent Police Department Corrections Facility to contract with New Connections of South King County for a one year pilot project from January 1,2004 through December 31,2004,placing it on the Consent Calendar for January 6,2004 and to establish budget documents as required. The motion was seconded and passed 3-0. State of Washington Department of health,Office of Emergency Medical and Taruma Prevention grant in the amount of$1,200.00 -Accept Jim Schneider,Fire Chief,explained that the funds would be used to purchase Acu-check Glucometers Julie Peterson moved to recommend accepting the State of Washington grant award in the amount of$1,200.00 for the Kent Fire Department,placing it on the Consent Calendar for December 16,2003,and establishing budget documents as required. The motion was seconded and passed 3-0. Mexican Matricular Consular Recognition and Recommendation —Resolution Mike Martin, Chief Administrative Officer and Tammy White, Paralegal with the City Attorney's Office,reviewed the resolution document Julie Peterson stated that she was not supporting the Resolution. Rico Yingling moved to recommend that Council adopt the proposed Resolution acknowledging and recognizing the Mexican Consular Identification Card as a valid form of identification for City services and recommending that private agencies and institutions within the City also accept the card when doing so will not conflict with state or federal law. The motion was seconded and passed 2-1. The meeting adjourned at 5:35 PM. Jo Thompson CONTINUED COMMUNICATIONS A. • EXECUTIVE SESSION A) Property Negotiations • ACTION AFTER EXECUTIVE SESSION A)