HomeMy WebLinkAbout5766 RESOLUTION NO. 5766
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF AUBURN AND AUBURN 18 BUSINESS
PARK, LLC TO GOVERN THE FUTURE DEVELOPMENT
OF KING COUNTY PARCEL NUMBER 2421049004
WHEREAS, RCW 36.706.170—36.706.210 allow cities to enter into development;
agreements in order to provide greater flexibility in city development standards in
exchange for greater certainty in the development, options for impact mitigation, and
development that generates greater public benefit than might be provided under existing
code; and
WHEREAS, in 2022, Industrial Realty Group LLC (the parent company of Auburn
18 Business Park LLC) acquired Parcel No. 2421049004,.located at 2899 C ST SW ("the
Property"), for the purpose of constructing new buildings, outdoor storage, parking, and
other site improvements; and
WHEREAS, the 127 acre Property was formerly owned and used by the Federal
Government Services Administration and is currently zoned C-3 Heavy Commercial; and'
WHEREAS, Auburn 18 Business Park LLC and the City now desire that
development of the Property occur according to the terms and conditions described in the
development agreement attached to this resolution as "Exhibit A"; and
WHEREAS, pursuant to RCW 36.70B.200, on May 13, 2024 the City Council
discussed the proposed development agreement at a regularly-held study session and
held a duly-noted public hearing on the proposed agreement on May 20, 2024; and
Resolution No. 5766
May 14,2024
Page 1 of 2 Rev.2020
WHEREAS, it is in the public interest of the City to enter into a development
agreement with Auburn 18 Business Park LLC regarding the Property.
NOW, THEREFORE, THE CITY COUNCIL_ OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute a Development Agreement.
between the City and Auburn 18 Business Park LLC, which agreement will be in
substantial conformity with the agreement attached as "Exhibit A".
Section 2. The Mayor is authorized to implement those administrative,
procedures necessary to carry out the directives of this Resolution.
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed this 20th day of May, 2024.
CITY OF AUBURN
NA`NCYBA' • S, MAYOR
ATTEST: APPROVED AS TO FORM:
IM.0415:4410ii 51-4LAIV QICIatk
Shawn Campbell, MMC, City Clerk Douglas P Ruth, Acting City Attorney
Resolution No. 5766
May 14,2024
Page 2 of 2 Rev.2020
DEVELOPMENT AGREEMENT
This Development Agreement("Agreement") is entered into this e day of June,
2024 ("Effective Date"),by and between the City of Auburn("City"), a Washington
municipal corporation, and Auburn 18 Business Park, LLC and Auburn Land,LLC
(collectively, "Owner"),Delaware limited liability companies. The City and Owner are
referred to collectively as the Parties and individually as a Party.
RECITALS
A. RCW 36.70B.170 through 36.70B.210 authorize cities to enter into
development agreements with property owners to govern future development of real property.
Under RCW 36.70B.170, development agreements must"set forth the development standards
and other provisions that shall apply and govern and vest the development, use, and
mitigation of the development of the real property for the duration specified in the
agreement."
B. Owner is the owner of the property generally known as the Auburn 18
Business Park("Property"), located at King County Parcel#2421049004 in the City, legally
described on Attachment A and depicted on Attachment B. The Property is zoned C-3 Heavy
Commercial under the Auburn City Code("ACC"or"City Code"). Owner may redevelop all
or part of the Property and seeks confirmation of the use and development standards that
would apply to such future redevelopment.
C. The City owns the Auburn Avenue Theater("Theater") located at 10 Auburn
Avenue in the City. The Theater has been closed since 2021 due to damage caused by fire at
an adjacent apartment building. The City plans to develop a new theater building to replace
the Theater("New Auburn Theater").
D. This Agreement will provide mutual benefit to the Parties and to the residents
and businesses of the City. The Agreement will further the City's goals and policies as
described in the Comprehensive Plan and is consistent with applicable development
regulations.
E. A development agreement must be approved by ordinance or resolution after a
public hearing. A public hearing was held on May 20,2024, and the City Council approved
this Agreement by Resolution 5766 on May 20, 2024. The approval of this Agreement
constitutes a land use decision under RCW Ch. 36.70C.
F. Now therefore, in consideration of the mutual promises set forth in this
Agreement and the benefit to both the Owner and City,the Parties agree as follows:
City of Auburn/Auburn 18 Business Park,LLC
•
Development Agreement—Attachment A
Resolution 5766
AGREEMENTS
1. Development. The Owner may redevelop the Property after the Effective Date
of this Agreement with new buildings, outdoor storage,parking, and other site improvements
("Development"). No project has been proposed or applications submitted. The future
Development will require building and other construction permits from the City,which shall
be governed by the ACC and this Agreement.
2. Development Standards. Prior to the Development of the Property,the Owner
may lease all or parts of the Property and the currently existing buildings and improvements
and may make tenant improvements("Pre-Development Use"). Pre-Development Use of the
Property and Development of the Property occurring subsequent to the Effective Date shall be
governed by Sections 2.a-n, Section 3 and Section 6 of this Agreement and, except as
provided in those Sections, the provisions of the City Code identified in Section 2 of this
Agreement in effect on the Effective Date("Vested City Code"), except as otherwise provided
in Section 2.o of this Agreement.
a. Use. "Building contractor,heavy"; "Manufacturing, assembling and
packaging—Medium intensity,"as those terms are defined in ACC Sections 18.04.194 and
18.04.616; and"Warehouse and distribution"uses including the uses described in the 2022
North American Industry Classification Code System("NAICS") Codes 4841,4842,4882,
4885,4889 and 4931, including all uses within these categories, shall be permitted uses on the
Property, in addition to uses otherwise permitted in the C3 zone under the Vested City Code.
b. Public Improvements. For the purpose of determining required half-
street improvements per ACC 12.64A and the Engineering Design Standards ("EDS") Section
10.03.03,the existing Property frontages along C Street SW and 15th Street SW shall be
considered fully improved and removal,replacement,upgrading of those existing frontages is
not required for Development of the Property in accordance with this Agreement except as
needed to accommodate new or modified accesses to/from the Property as reasonably
determined by the City based on a traffic impact analysis("TIA")prepared as part of any
application for Development approval(s).
c. Undergrounding of existing overhead wires per ACC 13.32A on, and
along the Property frontages, shall not be required for Development of the Property in
accordance with this agreement.
d. Right-of-way dedication per ACC 12.64A shall not be required for
Development of the Property in accordance with this Agreement, except that Owner shall
dedicate as a condition of Development Approval sufficient property to provide a 40-foot
corner curb radius as required by the EDS at the southwest corner of the intersection of C
Street SW and 15th Street SW. Owner may also be required as a condition of Development
approval to construct improvements at this intersection to mitigate the impacts of increased
City ofAuburn/Aubum 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
traffic resulting from Development of the Property, as reasonably determined by the City
based on a TIA. Owner may also be required to dedicate additional right-of-way as a
condition of Development approval,to provide for public improvements associated with any
modified or new access to the Property from public rights-of-way,to the extent such public
improvements are required to mitigate impacts of Development of the Property as reasonably
determined by the City based on a TIA.
e. Access. Development of the Property in accordance with this
agreement shall be exempt from that portion of EDS Section 10.08.01 that limits projects to a
single driveway access to a City street.All other Engineering Design Standards related to
driveways in effect at the time of Development approval (except for Section 10.08.01's single
driveway access limitation) shall apply.
f. 15th Street SW Railroad Crossing. The Owner shall be responsible for
any improvements to the existing railroad crossing on 15th Street SW that serves the Property
("Crossing Improvements")that may be required by the Washington Utilities and
Transportation Commission(UTC) due to any new or increased rail service to/from the
Property associated with Development of the Property under this Agreement. Improvements
may include,but are not limited to, crossing gates,flashing lights, interconnect conduit and
cabling, additional street lighting, signage, and pavement markings. Nothing in this
Agreement relieves the City or others of responsibility(if any) for completion of Crossing
Improvements that may be required for reasons not related to the Owner's uses or
Development of the Property under this Agreement.
g. Outdoor storage. Outdoor storage shall be allowed on up to 50% of the
Property.
h. Parking. Based on the reduced parking demand anticipated for
Development, a minimum onsite parking ratio of 1 space: 2700 square foot("SF") of floor
area shall be required for all uses on the Property.
i. Screening,Fencing and Landscaping. Screening shall not be required
except that fencing and landscaping adjacent to 15th Street SW and landscaping adjacent to C
Street SW shall be provided as required by the City Code in existence as of the Effective
Date, subject to any limitations required by the Public Works Department to ensure proper
functioning of the existing storm drainage system for C Street SW. Fencing with a maximum
height of 8 feet,including barbed wire, shall be allowed on the Property. Opacity
requirements of the City Code in existence as of the Effective date shall not apply to fences
located on the western, eastern or southern sides of the Property,provided that landscaping
along C Street SW shall be provided as required by the City Code in existence as of the
Effective Date.
City ofAuburn/Aubum 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
•
j. On-Site Lighting. Light poles with a maximum height of 40 feet shall
be allowed on the Property.
k. Loading. Loading and unloading docks may be visible from the street
without the provision of an additional 10-foot width of landscaping along the abutting street,
provided that landscaping along C Street shall be provided as required by the City Code in
existence as of the Effective Date, subject to any limitations required by the Public Works
Department to ensure proper functioning of the existing storm drainage system for C Street
SW.
1. On-Site Trees. Existing trees on private property may be removed to
accommodate development of the Property.
m. Stormwater. Development of the Property shall comply with the
applicable City of Auburn Surface Water Management Manual("SWMM") that is in effect at
the time of submittal of any complete building or site development permit application except
that Development of the Property in accordance with this agreement may utilize storm pump
systems, subject to all design requirements for pump systems in Section III-D.6, City
Supplement, to the SWMM. Subject to City confirmation of conformance with such design
requirements, any deviation that may otherwise have been required for a pump system is
deemed approved.
n. Impact Fees. Owner shall pay and City shall collect impact fees under
Title 19 of the City Code as a condition of Development approvals, subject to the provisions
of this Section 2(o). For Development permits issued within 12 months of the Effective Date,
Owner shall pay transportation impact fees calculated under the provisions of Ch. 19.04 and
associated impact fee rate schedules of the City Code in effect as of the Effective Date. For
Development permits issued after 12 months following the Effective Date, transportation
impact fees shall be imposed and paid by Owner per the then-current ACC Ch. 19.04 as it
may be amended from time to time. If an existing building on the Property is demolished,the
Owner shall be entitled to a credit against transportation impact fees ("TIF")for subsequent
Development on the Property, calculated and applied as follows. The Owner may utilize the
TIF credit for Development on any portion of the Property regardless of any future division of
the Property. TIF credits that are awarded must be used within 5 years of the date of issuance
of a demolition permit for the building generating the credit. A TIF credit is"used"when a
building permit has been issued. The amount of traffic impact fee("TIF") credit generated by
the demolition of Buildings 7, 8, 11 and 12, as depicted on Attachment B, shall be calculated
as shown on Attachment C. The amount of TIF credit generated by demolition of any other
building on the Property shall be based on the TIF calculation methodology in the applicable
TIF rate schedule, as defined in this Section 2(n),using the square footage and land use of the
building existing at the time of issuance of a demolition permit.
o. Vesting.
City of Auburn/Aubum 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
i. Vested City Code. The Vested City Code shall consist of the following
Sections and Chapters of ACC Titles 16, 17 and 18 in effect on the Effective Date of this
Agreement:
Section 16.06.130 Substantive authority
Chapter 17.24 Binding Site Plans
Section 18.02.120 Permitted land uses established
Chapter 18.04 Definitions (as the defined terms are used in the Vested City Code)
Chapter 18.23 Commercial and Industrial Zones
Section 18.31.030 Height limitations-Exceptions
Section 18.31.040 Lots
Section 18.31.070 Setbacks
Section 18.31.180 Performance standards
Chapter 18.46A Temporary Uses
Chapter 18.47 Electric Vehicle Infrastructure
Chapter 18.50 Landscaping and Screening
Chapter 18.52 Off-Street Parking and Loading
Chapter 18.53 Master Plans
Chapter 18.55 Outdoor Lighting
Chapter 18.56 Signs
Chapter 18.57 Standards for Specific Land Uses
Except as expressly stated in this Agreement, any amendments to or additions
to the Vested City Code made during the term of this Agreement shall not apply to or affect
the conditions of Development approvals or the standards set out in Section 2.a-n and Section
3 of this Agreement. A complete copy of the Vested City Code is included as Attachment D,
which shall not be included in the recorded copy of this Agreement but shall be available on
file at the Auburn Department of Community Development.
ii. Exemptions. Amendments, additions, increases or other changes to the
following plans,policies, laws, ordinances,regulations, fees and monetary charges, adopted
by the City following the Effective Date, are exempt from the vesting provided in Section
2.o(i)of this Agreement:
(a)Permit application,permit review, and inspection fees applicable to
any application for Development;
(b)Water, sewer and stormwater connection charges, general facility
charges, and monthly service charges, as the Council may from time to time adopt and/or
amend; and
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
(c)The Washington State Building Code, including without limitation
the International Building Code and such other International or other Uniform Codes adopted
by the Washington State Building Code Council and/or the City from time to time, including
electrical,building,plumbing, fire and other ancillary uniform or international construction
codes adopted pursuant to Chs. 19.27 or 19.27A RCW;
(d)Impact fees imposed under Title 16 of the ACC, except as otherwise
specifically provided in this Agreement;
(e) City of Auburn Engineering Design Standards, except as otherwise
specifically provided in this Agreement;
(f)The City's authority to require additional SEPA review and/or
mitigation under Ch. 43.21C and Ch. 197-11 WAC in connection with applications for
Development Approvals; provided however that the Project shall be vested to the City's
substantive SEPA policies and regulations in effect on the Effective Date;
(g)Any law, ordinance,rule,regulation or policy adopted by the City
pursuant to RCW 36.70B.170(4), following written notice to Owner and an opportunity to be
heard, that the City deems necessary to address a serious threat to public health and safety;
(h)Procedural ordinances or regulations of the City which are not
substantive,relating to hearing bodies,notices, applications, findings, records,hearings,
reports,recommendations and appeals and any other matter of procedure;provided,however,
that the Project is vested to the requirements and processes for Binding Site Plans in Ch.
17.24 ACC and any BSP-related provisions of this Agreement in effect on the Effective Date;
(i)Any plans,polices, ordinances,regulations or Vested City Code that
the City must change by direction of, or the City reasonably determines to be necessary to
change to comply with,the requirements of any state or federal law or the directive of any
state or federal agency or court, in order to avoid being in violation of state or federal law or
to preserve the City's eligibility to receive shared revenues, grants or other funding,but only
to the extent necessary to comply with such state or federal law. To the extent that the City
can comply with such state or federal law or directive by adopting changes to plans,polices,
ordinances or regulations that apply prospectively,this exemption shall not apply to permit
retroactive changes to the terms, conditions or Vested City Code provisions to which the
Project is vested under this Agreement;
(j)Taxes of any nature of general applicability throughout the City; and
iii. Subsequent Code Amendments. If mutually agreed by Owner and City,the
Owner may develop the Property in accordance with one or more amendments to the Vested
City Code adopted after the Effective Date,without the obligation to comply with other
subsequently adopted City Code provisions. The City's decision whether to agree to
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
application of such amendments to the Vested City Code may be made administratively by the
City's Community Development Director. Any such agreement must apply the entirety of an
amended City Code section or chapter,as applicable,which shall apply to all future
Development from the time of such Code amendment through the Term of this Agreement.
3. Phasing. It is recognized that site wide improvements such as landscaping are
not efficiently accomplished in conjunction with each building and/or each tenant
improvement so it is therefore appropriate to identify mutually agreed upon site areas that
trigger phased site improvements. Attachment B depicts generalized areas of phased
development that guide the timing of design and construction of site improvements. Phases
are intended to correlate more to area of land rather than timeframe which means that build
out of different phases may occur at the same time. The phases depicted in Attachment B are
general and not intended to be exact. At the Owner's option,phases shown in Attachment B
may be broken into separate sub-phases or combined provided the decision to split or
combine is focused on adding clarity to when phased site improvements are triggered. Across
the entirety of the site, and within all phases,the following principles shall apply:
a. Lighting fixtures shall be uniform throughout the site. This applies to
parking lot lights,wayfinding lights, lighting for signage, security lighting, and
fixtures used on buildings.
b. Wayfinding signage and campus monument signs shall use a consistent
design approach where color, font, and lighting technique match.
c. Landscape species shall be consistent across all phases. This applies to
perimeter landscaping,parking lot islands,and landscaping associated with individual
buildings.
d. Screening techniques shall be uniform across the site. This includes
landscaping, fencing, and walls used to screen storage areas and laydown yards.
e. Bushes and hedges installed in early phases shall be maintained to an
agreed upon height until landscaping growth installed in later phases has the ability to
match early growth.
f. Striping for parking,ADA paths, fire lanes, and similar features shall be
installed in conjunction with each phases.
g. The City may require utilities serving one phase to extend into another
phase if necessary to meet the requirements of the EDS in effect at the time of
Development approval or as determined by the City in the exercise of reasonable
discretion to the extent necessary for provision of utility service.
City of Aubum/Aubum 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
4. Theater. In consideration for the mutual promises of and certainty provided by
this Agreement, Owner agrees to voluntarily contribute.$4 million dollars to the City for the
design,permitting and construction of the New Auburn Theater, subject to the following terms
and conditions:
a. The payment shall be made within six months of the Effective Date of
this Agreement; provided,that if this Agreement is appealed, then the payment shall not be
due until the validity of the Agreement is upheld by the highest appeal body with jurisdiction
to hear the appeal.
b. The payment shall be held in a reserve account and may only be
expended to fund the design,permitting or construction of the New Auburn Theater; provided
that if the City decides not to proceed with development of the New Auburn Theater,the City
may use the payment for another development project determined by the City to have
equivalent public benefit. Subject to the foregoing,the City may expend the payment at any
time during the Term of this Agreement or any extension thereof, and the Owner waives and
releases, for itself and any and all successors,heirs or assigns, any claim for refund under
RCW 82.02.020 or .080.
5. Term. This Agreement shall remain in effect for 50 years from the Effective
Date("Term")provided that:
a. Development of new buildings and/or renovations of existing buildings
on the Property shall occur within 15 years of the Effective Date of this Agreement.
b. Development that occurs after the 15 year development period is vested
to the uses set forth in Section 2.a of this Agreement but is otherwise not governed by the
Vested City Code and shall otherwise comply with the then-current City Code.
c. Buildings and uses established under subsection 5.a and 5.b above shall
be considered"conforming"for the full 50 year term of this agreement.
6. Conforming structures, improvements and uses. Amendments to the City Code
during the Term of this Agreement shall not be deemed to create nonconforming structures,
• improvements, or uses. Structures,improvements and uses that are consistent with this
Agreement shall be considered conforming, and such uses may continue and such structures
and improvements may be maintained,repaired,remodeled and replaced, consistent with the
standards to which they are vested, for the Term of this Agreement.
7. Amendments. The Owner may apply for amendments to this Agreement.
"Minor Amendments"are those that do not increase the gross floor area of potential
Development by more than 10%or do not significantly increase the environmental impacts of
development on the Property,unless those impacts are mitigated to a level that is less than
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
significant. Minor Amendments may include,but are not limited to, development standard
deviations in addition to those provided in Section 2. Minor Amendments relating to zoning
and land use shall be approved administratively by the City's Community Development
Director and Minor Amendments related to the EDS or other engineering standards by the
City's Public Works Director. All other amendments are Major Amendments and shall be
approved using the approval process required for this Agreement.
8. Default and Remedies.
a. Default. Any failure by a Party to perform any material action required
under this Agreement shall constitute a default,unless such failure is compelled by order of a
court, subject to the notice and opportunity to cure provided in Section 7.b.
b. Notice and Opportunity to Cure. Except as expressly provided
otherwise in this Agreement,no party shall be in default under this Agreement unless it has
failed to perform as required under this Agreement for a period of thirty(30) days after
written notice of default from the 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 within the thirty(30)
day period, then commencement of the cure within such time period and the diligent
prosecution to completion of the cure shall be deemed a cure.
c. Rights of Non-Defaulting Party. Except as set forth herein, a party not
in default under this Agreement shall have all rights and remedies provided by law or equity,
including without limitation damages, specific performance, or writs to compel performance
or require action consistent with this Agreement.
d. Attorneys'Fees. In any action to enforce or determine a party's rights
under,this Agreement, the prevailing party shall be entitled to attorney's fees and costs.
9. Notices. All notices required to be given under this Agreement shall be given
in writing and shall be deemed delivered on the date of hand delivery of the notice or the date
that is three days after mailing of the notice by certified or registered mail, return receipt,
postage prepaid, to the parties at the addresses set forth below:
If to Owner: 4020 Kinross Lakes Parkway, Suite 200
Richfield,OH 44286
Attention: Richard H. Klein, Chief Financial Officer
Telephone: 310-806-4425
Email: rklein@industrialrealtygroup.com
With a copy to:
Fainsbert Mase&Brown,LLP
11111 Santa Monica Boulevard, Suite 810
City ofAuburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
Los Angeles, CA 90025
Attention: Jerry A.Brown,Jr.,Esq.
Telephone: 310-473-6400
Email: ibrown(cr�fms-law.com
If to City: Director,Department of Community Development
City of Auburn
25 W. Main Street
Auburn,WA 98001
The Parties,by notice given,may designate any further or different address to which
subsequent notices are to be sent.
10. Governing Law. This Agreement shall be governed by the laws of the State of
Washington.
11. Third Party Beneficiaries. There are no third-party beneficiaries of this
Agreement and no party other than the Owner and the City shall be entitled to enforce this
Agreement.
12. Mutual Drafting. Both the City and Owner have participated fully in the
drafting of this Agreement, and the rule of construction of ambiguities against the drafter shall
not apply to either Party.
13. Covenant Running with the Land. The provisions of this Agreement shall run
with the land and shall be binding upon and inure to the benefit of the Parties,their successors
and assigns.
14. Recording. This Agreement shall be recorded with the Office of the King
County Recorder.
15. Entire Agreement. This Agreement represents the entire agreement of the
Parties with respect to the subject matter of this Agreement. There are no other agreements,
oral or written, except as expressly set forth in this Agreement. This Agreement supersedes
all previous agreements, oral or written, except as expressly set forth in this Agreement. This
Agreement may be modified only by a written instrument duly executed by the Parties
following the amendment process described in Paragraph 6 of this Agreement.
17. Authority. The obligations to dedicate property, implement mitigation
measures, make impact fee or other payments, or to fund or to provide services, infrastructure,
or other facilities agreed to by Owner in this Agreement are made pursuant to, authorized by
and/or are consistent with applicable law, including without limitation RCW 43.21 C.060,
WAC 197-11-350, RCW 36.70B.170(4),RCW 82.02.020 and the Washington State and
United States Constitutions. Each Party represents and warrants that it has the power and
City ofAubum/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
authority, and is duly authorized, to enter into this Agreement on the terms and conditions
herein stated, and to deliver and perform its obligations under this Agreement.
18. Counterparts. This Agreement may be executed in counterparts,with each
Party sending a.pdf of its signature to the other Party by electronic mail transmission. This
Agreement,when fully executed and signature pages exchanged as provided herein shall be
effective as the original document.
19. Attachments. This Agreement includes the following Attachments,which are
incorporated by reference:
a. Attachment A: Legal description of Property.
b. Attachment B: Depiction of Property and Phasing Plan.
c. Attachment C: TIF credit calculations.
d. Attachment D: Vested City Codes
20. Indemnification. Owner releases and agrees to defend, indemnify and hold
harmless the City and all of its elected and appointed officials and its employees from all
liability, claims, causes of action, fees (including reasonable attorneys'and expert fees),
penalties, appeals and costs, including but not limited to the costs of defense of any claim or
appeal brought by a third party, arising in connection with the approval of or otherwise
relating to this Agreement or any Development under this Agreement, except to the extent
resulting from the sole negligence of the City or its officers, agents or employees in
performance of this Agreement, and except in connection with any action by either Party to
enforce this Agreement or in connection with any other matter in which the Owner and City
are adverse.
21. Interpretation. The parties intend this Agreement to be interpreted to the full
extent authorized by law as an exercise of the City's authority to enter into development
agreements pursuant to RCW 36.70B.170—.210, except that this Agreement shall be
construed to exclude from the scope of this Agreement and to reserve to the City that police
power authority granted to the City by the Washington State constitution or by general law
and which is prohibited by law from being subject to a mutual agreement with consideration.
Executed as of the date written above:
City of Auburn/Aubum 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
AUBURN 18 BUSINESS PARK,LLC,
a Delaware limited liability company
By: IRG Value Fund I Manager,LLC,
a Delaware limited liability company,
Its
R.chard H. 1 •
Chief Financial Officer
AUBURN LAND,LLC,
a Delaware limited liability company
By: IRG Value Fund I Manager, LLC,
a Delaware limited liability company,
Its Mager
ichard H. Klei
Chief Financial Officer
CITY OF AUBURN,
a Washington municipal corporation
By: t t'64
Its: f
APPROVED AS TO FORM
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA t
County of oS cjGGS
On 3tA.r a uo �j�.`Y ,before me, li \)CYI nA L/ N O Y Ky�K)
Date �� t", ( � .� (insert name and title of the officer)
personally appeared • P-✓\
who proved to me on the basis/it satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my d a I official seal. LISA BETH SUMMERFIELD
J4 ' Notary Public-California
g w j, Los Angeles County
ted rtt,7/; m #24422�tlro My Gomm.Comission Expires Apr 2336,2027
Signature: —— — ———
Seal
IEDi ;i : NotaryPubliCaorna =1,10,y
�W y '�i�: Los Angeles County �
�"�` Pi►t'° Commission#2443622
4(1FORN My Comm.Expires Apr 23,2027
•
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City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
STATE OF WASHINGTON )
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COUNTY OF KING )
This record was acknowledged before me on Su\J t"J , 2024, by
�O \ ta,(,LU f , as MO�� of THE CITY
OF AUBURN, a municipal corporation.
J o
Notary Public
State of Wasbingto>o Nota Public for th State of Washington
HANNAH SCHOLL. residing inV11 ,_N_
LICENSE#202199 (City) i" 1.1 (State)
MY COMMISSION
�1 Print name: yvko ll ma i
Commission expires: A-I t-2v2C40
Stamp
City ofAuburn/Aubum 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
Attachment A
Legal Description of Property
A PARCEL OF LAND WITHIN THE EAST HALF OF SECTION 24 AND WITHIN THE
NORTHEAST QUARTER OF SECTION 25,ALL IN TOWNSHIP 21 NORTH, RANGE 4
EAST W.M., SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE CENTER OF SAID SECTION 25 AS MONUMENTED BY AN
EXISTING BRASS DISC,FROM WHICH POINT THE WEST QUARTER CORNER OF
SAID SECTION BEARS NORTH 89°11'20 WEST, 2599.20 FEET DISTANT AND THE
SOUTH QUARTER CORNER OF SAID SECTION BEARS SOUTH 1°10'46" WEST
2642.32 FEET DISTANT;THENCE NORTH 01°10'46" EAST A DISTANCE OF 50.01
FEET; THENCE SOUTH 89°I1'20 EAST, A DISTANCE OF 121.20 FEET TO THE
BEGINNING OF A 603.11 FOOT RADIUS CURVE TO THE LEFT; THENCE
EASTERLY,ALONG SAID CURVE,AN ARC DISTANCE OF 336.65 FEET,THROUGH
A CENTRAL ANGLE OF 31°58'55"; THENCE NORTH 58°49'45" EAST A DISTANCE
OF 547.73 FEET;
THENCE NORTH 01°10'37" WEST A DISTANCE OF 671.78 FEET TO THE TRUE
POINT OF BEGINNING;THENCE CONTINUE NORTH 01°10'37"WEST A DISTANCE
OF 4962. 96 FEET TO A 6"x 6" CONCRETE MONUMENT IN THE NORTHEAST
QUARTER OF SAID SECTION 24 ON THE SOUTH MARGIN OF AN EASEMENT FOR
15TH STREET SOUTHWEST RIGHT-OF-WAY CONVEYED TO THE CITY OF
AUBURN BY INSTRUMENT RECORDED UNDER RECORDING NUMBER 6160979;
THENCE CONTINUE NORTH 01°10'37" WEST A DISTANCE OF 60.00 FEET TO THE
NORTH MARGIN OF SAID EASEMENT; THENCE NORTH 88°50'37" EAST, ALONG
SAID NORTH MARGIN, A DISTANCE OF 614.90 FEET; THENCE NORTH 00°55'34"
WEST A DISTANCE OF 40.00 FEET;
THENCE NORTH 88°50'37"EAST,ALONG SAID NORTH MARGIN,A DISTANCE OF
501.55 FEET TO THE WESTERLY MARGIN OF THE RIGHT-OF-WAY FOR "C"
STREET SOUTHWEST;
THENCE SOUTH 01°10'47" EAST, ALONG SAID WESTERLY MARGIN, A
DISTANCE OF 100.00 FEET TO THE SOUTH MARGIN OF SAID EASEMENT FOR
15TH STREET SOUTHWEST RIGHT-OF-WAY; THENCE CONTINUE SOUTh
01°10'47" EAST, ALONG SAID WESTERLY MARGIN, A DISTANCE OF 4975. 64
FEET TO A POINT IN THE NORTHEAST QUARTER OF SAID SECTION 25;
THENCE SOUTH 88°42'23"WEST A DISTANCE OF 73.72 FEET;
THENCE NORTH I 1°16'27"WEST A DISTANCE OF 321.28 FEET TO
AN EXISTING TACK IN LEAD IN A CONCRETE MONUMENT;
THENCE NORTH 89°27'57"WEST A DISTANCE OF 57.68 FEET TO A POINT WHICH
IS 0.05 FEET SOUTH AND 0.13 FEET WEST OF AN EXISTING TACK IN LEAD IN A
CONCRETE MONUMENT;THENCE SOUTH 01°10'36"EAST A DISTANCE OF 91,99
FEET TO THE BEGINNING OF A 603.11 FOOT RADIUS CURVE TO THE RIGHT,SAID
City ofAuburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
POINT BEING NORTH 01°10'36" WEST A DISTANCE OF 0.33 FEET FROM AN
EXISTING TACK IN LEAD IN A CONCRETE MONUMENT; THENCE
SOUTHWESTERLY, ALONG SAID CURVE, AN ARC DISTANCE OF 235.75 FEET,
THROUGH A CENTRAL ANGLE OF 22°23'45";THENCE NORTH 89°06'l0" WEST A
DISTANCE OF 22.29 FEET;THENCE NORTH 01°17'37"WEST A DISTANCE OF 2.58
FEET; THENCE SOUTH 88°42'23" WEST A DISTANCE OF 527.94 FEET; THENCE
NORTH 01°08'29"WEST A DISTANCE OF 14.47 FEET;
THENCE SOUTH 88°51'31"WEST A DISTANCE OF 333.47 FEET TO THE
TRUE POINT OF BEGINNING.
City ofAuburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment A
Resolution 5766
Attachment B
Depiction of Property and Phasing Plan
See Attached.
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment B
Resolution 5766
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City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment B
Resolution 5766
Attachment C
Traffic Impact Fee Credit Calculations
Buildings 7, 8, 11, 12
Building
Existing Area Impact
Building Land Use (SF) Impact Fee Rate (2024) Fee
7 Office 181,903 $13.21 $2,402,939
7 Warehouse 28,307 $3.56 $100,773
$2,503,712
8 Warehouse 182,571 $3.56 $649,953
11 Daycare 8,065 $44.45 $358,489
12 Office 105,771 $13.21 $1,397,235
TOTAL CREDIT= $4,909,388
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment C
Resolution 5766
Attachment D
Vested City Code
Intentionally omitted
On file with City ofAuburn
City of Auburn/Auburn 18 Business Park,LLC
Development Agreement—Attachment D
Resolution 5766