HomeMy WebLinkAbout01-13-2020 CITY COUNCIL AGENDACity Council Study Session
J anuary 13, 2020 - 5:30 P M
A GE NDA
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I .C A L L TO O R D E R
A .Roll Call
I I .A NNO UNC E ME NT S , R E P O RT S , A ND P R E S E NTAT I O NS
I I I .A G E ND A I T E MS F O R C O UNC I L D I S C US S I O N
A .Council Training - Fiance Department Overview (Thomas)(30 Minutes)
B .S K HHP Overview (Tate)(15 Minutes)
C.I nland Development Group (Tate/Gaub)(25 Minutes)
D.Overview of S pecial F ocus Area F ormat (Hinman)(15 Minutes)
E .Overview of Mel's L ot Development Agreement (Hinman/Comeau)(30 Minutes)
F.Resolution No. 5486 (Gaub)(10 Minutes)
G.Resolution No. 5487 (Gaub)(10 Minutes)
H.Resolution No. 5489 (Hinman)(5 Minutes)
I V.O T HE R D I S C US S I O N I T E MS
V.NE W B US I NE S S
V I .A D J O UR NME NT
Agendas and minutes are available to the public at the City Clerk's Office, on the City website
(http://www.auburnwa.gov), and via e-mail. Complete agenda packets are available for review
at the City Clerk's Office.
Page 1 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
SKHHP Overview (Tate)(15 Minutes)
Date:
January 7, 2020
Department:
Community Development
Attachments:
Memo to Council
Attachment 1 - Resolution 5408
Attachment 2 - SKHHP Affordable Hous ing
Priorities
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
Background Summary:
See attached memo.
Rev iewed by Council Committees:
Councilmember:Trout-Manuel Staff:Tate
Meeting Date:January 13, 2020 Item Number:
Page 2 of 115
Memorandum
To: City Council Members
From: Jeff Tate, Director of Community Development
CC: Mayor Nancy Backus
Date: January 6, 2020
Re: SKHHP ILA Overview
On February 19, 2019 the Auburn City Council adopted Resolution 5408 which authorized the
Mayor to execute an interlocal agreement (ILA) between Auburn, Burien, Covington, Des
Moines, Federal Way, Kent, Normandy Park, Renton, Tukwila and King County to form the
South King Housing and Homelessness Partners (SKHHP). Resolution 5408 and the SKHHP
ILA are attached as Attachment 1 under cover of this memo. Between January and June of
2019 each member city presented the ILA to their respective city councils. Each city council
subsequently took action to adopt the ILA and to make the budget commitment to fund the work
of SKHHP. Prior to these presentations all member cities worked together to develop the ILA
and to have all 9 city attorney offices review and revise the ILA.
The purpose of this memo is to provide an overview of the Purpose, Composition, and Status of
SKHHP, as well as subsequent actions that pertain to SKHHP’s stated objectives.
SKHHP Purpose
To ensure the availability of housing that meets the needs of all income levels in South King
County.
The parties wish to act cooperatively to formulate affordable housing policies and strategies
that address housing stability and to foster efforts to preserve and provide affordable
housing.
The parties have determined that the most efficient and effective way to address affordable
housing needs in South King County is through cooperative action and pooling public and
private resources.
Develop a cooperative work plan with a primary focus on the production and preservation of
affordable housing is needed because the lack of access to affordable housing is one of the
key contributors to homelessness.
Page 3 of 115
SKHHP Composition
Executive Board – the Board is made up of the following primary and alternate
representatives from the 10 member jurisdictions (9 cities plus King County):
Executive Board Alternate Board
Auburn Nancy Backus, Chair
Mayor
Jeff Tate
Director of Community Development
Burien Brian Wilson, Vice Chair
City Manager
Colleen Brandt-Schluter
Human Services Manager
Covington Vacant Joseph Cimaomo
City Manager
Des
Moines
Michael Matthias
City Manage r
Vacant
Federal
Way
Brian Davis
Community Development
Director
Sarah Bridgeford
Community Services Manager
Kent Dana Ralph
Mayor
Merina Hanson
Human Services Manager
King
County
Kelly Rider
Government Affairs Manager,
Department of Community and
Human Services
Sunaree Marshall
Department of Community and
Human Services
Normandy
Park
Mark Hoppen
City Manager
Sue-Ann Hohimer
Councilmember
Renton
Bob Harrison
Chief Administrative Officer
Mark Santos-Johnson
Community Development and
Housing Manager
Tukwila Verna Seal
Councilmember
Allen Ekburg
Mayor
SKHHP Staff
The interlocal agreement, and its attached exhibits, assumes that SKHHP will employ
two staff persons – an Executive Manager and an administrative assistant. Angela San
Filippo is the Executive Manager. Angela joined SKHHP on January 2, 2020. The
administrative assistant is currently being recruited.
SKHHP Staff Working Group
Most of the member cities have agreed to contribute staff time that support the efforts of
the Executive Board and SKHHP staff. The Staff Working Group (SWG) meets on a
monthly basis in between Executive Board meetings. The SWG helps develop agendas,
prepare packet materials, and guide conversations that help inform the Board to make
informed decisions. The SWG has filled the role of Executive Manager during the
recruitment process.
Page 4 of 115
Administering Agency
SKHHP staff and administrative functions need to be housed at one of the member cities
in order to assist that vouchers get paid, paychecks get cut, job announcements are
posted, work place policies are in place, IT support is provided, etc. Auburn has been
selected as the administering agency.
Organization Chart
The below chart is a visual representation of how SKHHP is structured:
SKHHP Budget and Member Contributions
SKHHP is funded through contributions from each of the 10 members plus additional
contributions from the King County Housing Authority, King County supplemental funding,
and contributions from a few additional sources. Members contribute at a level that is
relative to their population. The below table itemizes the 2020 contribution levels:
Contributor Population
(2018)
% of
Population
Contribution
Auburn 80,615 12% $26,000
Burien 51,850 8% $15,000
Covington 20,080 3% $7,500
Des Moines 31,340 5% $7,500
Federal Way 97,440 15% $26,000
Kent 128,900 20% $34,000
Normandy Park 6,700 1% $4,000
Renton 104,100 16% $34,000
Tukwila 19,800 3% $7,500
Page 5 of 115
King County 111,000 17% $34,000
K.C. Housing
Authority
N/A N/A $15,000
K.C.
Supplemental
N/A N/A $48,000
BECU N/A N/A $5,000
Franciscan N/A N/A $5,000
Enterprise
Community
Partners
N/A N/A $16,000
651,825 N/A $284,500.00
Utilizing the above table, the SKHHP Executive Board adopted the following 2020 budget:
Expense Amount
Full-Time Manager with Salary/Taxes/Benefits $130,000
Administrative & Low-Level Policy Support w/
Salary/Taxes/Benefits
$90,000
Expenses – Travel, Phone, Postage $12,000
Space $12,000
Sub-Total $244,000
10% Fiscal Administrative Fee $24,400
Total $268,400
When SKHHP was formed in 2019 the member contribution rates and the budgets were set
for 2019 and 2020. Per the interlocal agreement, future contribution rates and budgets must
be developed by the SKHHP Executive Board and ratified by each member’s legislative
authority (in Auburn this will be the Auburn City Council).
Setup of Administering Agency
Initial Executive Board actions
After all of the member cities adopted resolutions in support of forming SKHHP, the
Executive Board held its first meeting on April 10, 2019. During that meeting the Board
took action on the following items:
• Designation of Auburn as the SKHHP Administering Agency and Host. This
action means that SKHHP staff will be based in Auburn; will receive internal IT,
fiscal, legal, and HR support from the City of Auburn; and is the location where all
members will direct their financial contribution.
• Election of the Chair and Vice-Chair
• Adopted rules of procedure that define how the Executive Board will function.
• Established their regular meeting schedule to be the 4th Friday of each month from 1
pm to 3 pm. The meeting location moves around from city to city. The meeting
dates, times and locations are posted on the SKHHP webpage (www.skhhp.org).
• Authorized Auburn to initiate the hiring process for the Executive Manager.
Auburn Actions
• Financial accounts are set up to receive funds from other cities. All members
invoiced and 2019 funds collected. 2020 invoices to be sent out in Quarter 1.
• Venues secured for each of the monthly meetings. Page 6 of 115
• Website domain name acquired and basic website setup.
• Development of an HR policy that helps inform SKHHP and Administering Agency
of different roles during performance evaluations and disciplinary proceedings of
Executive Manager.
• Computer and phone equipment acquired and set up.
• Resolutions prepared and adopted by Executive Board that ratify their actions.
• Executive Manager job description created, announcement posted, review of
applications, interviews, and hiring process completed.
Substantive Work
Identification of Top Priorities
At the June 28, 2019 Executive Board meeting, the Board ratified a preliminary list of top
priorities that are important in South King County. The list identifies “must do” and “should
do” actions. This list was developed in response to a survey of SKHHP members and their
beliefs of where SKHHP should focus energy. The “must do” list represents consensus and
the “should do” list represents majority. This list is provided as Attachment 2.
Development of Communications Plan
The communications plan identifies key messages that SKHHP felt were important to
identify early and to ensure that each member was describing certain items in a consistent
manner. It was important to develop this plan to help define wording that could be used on
the SKHHP website and to provide Executive Board members and city staff with common
language when talking to each city council, constituents within the community, and
stakeholders that have an interest in affordable housing.
Educational Presentations
A series of educational presentations were set up for the Executive Board in order to ensure
that there is continued learning and understanding of affordable housing in South King
County, other on-going non-governmental affordable housing efforts, and an opportunity for
individual SKHHP members to share information about programs and projects in their
community.
HB 1406 (enacted by the Washington State Legislature during the 2019 session)
HB 1406 authorizes cities to recapture a portion of state collected sales tax for the purposes
of advancing affordable housing objectives in their community. In order for a city to
recapture these funds the local city council must take action on a resolution declaring its
intent to do so, and to adopt a subsequent ordinance that amends the local city code which
authorizes the recapture and declares the limitations on how the funds can be used. Funds
collected under HB 1406 are limited in their use to acquiring, rehabilitating, or constructing
affordable housing; funding the operations and maintenance costs of new units of affordable
or supportive housing; and, for cities under 100,000 in population, for providing rental
assistance to tenants. HB 1406 is in effect for 20 years and is set to expire in 2039. The
following chronology of events have occurred that are relevant to HB 1406:
• SKHHP Executive Board Resolution 2019-05 (adopted July 26, 2019): The Executive
Board adopted a resolution which encourages each SKHHP member city to enact
the provisions of HB 1406.
Page 7 of 115
• City of Auburn Resolution 5454 (adopted on September 9, 2019): The Auburn City
Council enacted this resolution to declare its intent to invoke the provisions of HB
1406 and to recapture the state collected sales tax.
• City of Auburn Ordinance 6732 (adopted on September 9, 2019): The Auburn City
Council adopted this ordinance to amend city code such that the recapture of sales
tax is authorized and the limitations on how funds can be utilized is established.
• SKHHP Executive Board Resolution 2019-06 (adopted on November 22, 2019): The
Executive Board adopted a resolution that encourages each member city to pool the
funds that they collect under HB 1406 by redirecting those funds to SKHHP.
• City of Auburn Resolution 5476 (adopted on December 9, 2019): The Auburn City
Council enacted this resolution to declare its support to pool HB 1406 funds by
directing the funds to SKHHP. The resolution authorizes the Mayor to take the
administrative actions necessary in support of this declaration, provided that other
members cities agree to pooling as well.
The below table provides an overview of what each member city is estimated to collect. And
it summarizes the cumulative revenue collection if the funds are pooled and redirected to
SKHHP:
City Estimated Annual Revenue
Auburn $154,992
Burien $65,477
Covington $43,678
Des Moines $29,793
Federal Way $124,142
Kent $185,467
Normandy Park $4,866
Renton $236,380
Tukwila $162,046
Total (not including King County) $1,006,841.00
HB 1923 (enacted by the Washington State Legislature during the 2019 session)
The 2019 Washington State Legislature enacted HB 1923 which created a grant opportunity
made available to cities in Washington State for the purposes of encouraging an increase in
urban residential building capacity. The Department of Commerce is overseeing the
administration of the grant program which allows cities with a population of over 20,000 to
apply for grants of up to $100,000. The deadline for grant application submittals was
September 30, 2019.
Six SKHHP member cities (Auburn, Burien, Federal Way, Kent, Renton and Tukwila) each
submitted a grant application with a request of $100,000 for each city. Each city was
awarded the $100,000 grant (cumulative award of $600,000). Each grant application seeks
to utilize funding in the following manner:
1. Each city would contribute approximately $15,000 to $20,000 to a collective pool of
money that would total $90,000 to $120,000. This pooled money would be used for the
purpose of developing a comprehensive assessment of the housing stock in South King Page 8 of 115
County, including growth, type, associated demographics and income/affordability.
Exact scope of work will determine dollar amount.
2. Each city would retain approximately $80,000 to $85,000 to utilize for housing policy
development within its own boundaries.
The regional assessment described in item #1 will inform city-level Housing Action Plans
that all begin with the same data, background, and decision-making framework. Because
this collaborative work will require each participating city to pool a portion of their funds,
SKHHP’s groundwork makes it an ideal vehicle for the financial transaction that would be
necessary to enable the funds to be available for the work to begin. All participating cities
will be represented on a staff group, which will utilize consultants in addition to significant
staff time; consultant selection and project content and deliverables will be jointly
determined. The City of Kent has been coordinating this effort and has volunteered to
oversee the project including disbursement of the grant funds.
At their October 25, 2020 City of Kent Long Range Planning Manager Haley Bonsteel
provided a presentation to the SKHHP Executive Board who subsequently agreed to utilize
SKHHP as the entity under which to pool the individual city contributions.
Attachments
Attachment 1: Resolution 5408
Attachment 2: SKHHP Affordable Housing Priorities
Page 9 of 115
RESOLUTION NO. 5408
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE
CITY OF AUBURN, BURIEN, COVINGTON, DES MOINES,
FEDERAL WAY, KENT, NORMANDY PARK, RENTON,
TUKWILA, AND KING COUNTY, FOR THE CREATION AND
OPERATION OF SOUTH KING HOUSING AND
HOMELESSNESS PARTNERS (SKHHP)
WHEREAS, the cities of Auburn, Burien, Covington, Des Moines, Federal Way,
Kent, Normandy Park, Renton, Tukwila along with King County share a common interest
in addressing homelessness; and
WHEREAS, the parties wish to enter into an Interlocal Agreement for the creation
and operation of South King Housing and Homelessness Partners (SKHHP); and
WHEREAS, SKHHP will formulate affordable housing policies and programs
specific to South King County, complimenting current efforts by public and private
organizations to address housing needs locally; and
WHEREAS, the most efficient and expeditious way for the parties to address
affordable housing needs is through cooperative action and the pooling of public and
private resources.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute an Interlocal Agreement between
the cities of Auburn, Burien, Covington, Des Moines, Federal Way, Kent, Normandy Park,
Renton, and Tukwila along with King County for the creation and operation of South King
Resolution No. 5804
February 4, 2019
Page 1 of 2 Rev. 2018
Page 10 of 115
Housing and Homelessness Partners, 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 legislation.
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed this \C\' day of 12019.
ATTEST:
Shawn Campbell, MMC, City Clerk
Resolution No. 5804
February 4, 2019
Page 2 of 2
CITY OF AUBURN
fidId .
t .
APP VE S O FORM:
Steven L. Gross, City Attorney
Rev. 2018
Page 11 of 115
Draft Interlocal Agreement for SKHHP
South King Housing and Homelessness Partners
Effective Date: January 1, 2019)
This Interlocal Agreement ("Agreement") is entered into by
and between the Cities of Auburn, Burien, Covington, Des Moines,
Federal Way, Kent, Normandy Park, Renton, Tukwila, and King County,
each municipal corporations and political subdivisions of the
State of Washington (individually, a "Party" and collectively, the
Parties"). This Agreement relates to the creation and operation
of a joint undertaking among the Parties hereto to be known as the
South King Housing and Homelessness Partners ("SKHHP"). This
Agreement is made pursuant to the Interlocal Cooperation Act,
chapter 39.34 RCW, and has been authorized by the legislative body
of each jurisdiction.
WHEREAS, the Parties have a common goal to ensure the
availability of housing that meets the needs of all income levels
in South King County; and
WHEREAS, the Parties wish to provide a sound base of housing
policies and programs in South King County and to complement the
efforts of existing public and private organizations to address
housing needs in South King County; and
WHEREAS, the Parties wish to act cooperatively to formulate
affordable housing policies and strategies that address housing
stability, to foster efforts to preserve and provide affordable
housing by combining public funding with private -sector resources,
to support implementation of the goals of the Washington State
the "State") Growth Management Act, related countywide planning
policies, and other local policies and programs relating to
affordable housing, and to do so efficiently and expeditiously;
and
WHEREAS, the Parties have determined that the most efficient
and expeditious way for the Parties to address affordable housing
needs in South King County is through cooperative action and
pooling public and private resources; and
WHEREAS, the intent of this cooperative undertaking is not to
duplicate efforts of non-profit corporations and other entities
already providing affordable -housing -related services; and
FI
SKHHP Interlocal Agreement February 06, 2019
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WHEREAS, a cooperative work plan with a primary focus on the
production and preservation of affordable housing, is needed
because the lack of access to affordable housing is one of the key
contributors to homelessness;
NOW, THEREFORE, in consideration of the mutual promises,
benefits and covenants contained in this Agreement and other
valuable consideration, the sufficiency of which is acknowledged,
the Parties agree to the above Recitals and the following terms
and conditions:
1. DEFINITIONS. The following terms used in this Agreement
are defined as follows:
a. Administering Agency - One or more of the Parties
that will provide administrative support services on behalf of
SKHHP. The Administering Agency will be the fiscal agent for SKHHP
in accordance with the requirements of chapter 39.34 RCW. One Party
could serve as the fiscal agent and another Party could serve as
the administrative home for SKHHP staff.
b. Advisory Board - A board consisting of 12 to 15
community members appointed by the Executive Board to provide
advice and recommendation to the Executive Board on land and/or
money resource allocation for affordable housing projects, input
on policy needs related to housing stability, program design and
development, recommendations for emergency shelter and other
immediate affordable housing needs, and to provide public
education and community outreach services.
C. Executive Board - The governing board for SKHHP
comprised of members as provided herein, which will act on behalf
of all Parties and as may be in the best interest of SKHHP in order
to carry out the purposes of this Agreement.
d. Housing Capital Funds Account - An account
established by the Administering Agency within the SKHHP Fund for
the purpose of administering the contributions of Parties, or other
public or private entities, to affordable housing projects and
programs, to be known as the SKHHP Housing Capital Funds Account.
The amounts in the Housing Capital Funds Account will be held and
disbursed by the Administering Agency.
e. Individual Account (s) - One or more subaccounts
established within the Housing Capital Funds Account for each Party
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SKHHP Interlocal Agreement February 06, 2019
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to this Agreement that chooses to contribute to the Housing Capital
Funds Account. Contributions to an Individual Account from a Party
may be released only upon, and in accordance with, the written
direction of that Party.
f. SKHHP Fund - A special fund established by the
Administering Agency, as authorized by RCW 39.34.030, to be known
as the "Operating Fund of the SKHHP Executive Board". Within the
SKHHP Fund may be established various accounts and subaccounts
including but not limited to a "SKHHP Operating Account" and a
Housing Capital Funds Account".
g. SKHHP Operating Account - An account created by the
Administering Agency for the receipt of contributions from the
Parties and other private or public entities, for the purpose of
paying for the operations of and supporting the SKHHP annual
budget.
h. SKHHP Program Manager - The lead staff for SKHHP,
reporting to the Executive Board, responsible for carrying out the
SKHHP annual work plan and other terms of this Agreement.
i. SKHHP Staff - The full-time and part-time staff
hired or assigned with the responsibility for carrying out the
SKHHP work plan.
j. Sphere of Influence - The area in South King County
where SKHHP is expected to conduct its work, as further described
in Exhibit A.
2. PURPOSE. All Parties to this Agreement have
responsibility for local and regional planning for the provision
of housing affordable to residents that work and/or live in South
King County. The Parties agree to act cooperatively to formulate
affordable housing policies that address housing stability and to
foster efforts to preserve and provide affordable housing by
combining public funding with private -sector resources. In order
to accomplish the purposes of this Agreement, the Parties agree to
create a joint and cooperative undertaking responsible for
administering the activities described herein. The cooperative
undertaking among the Parties will be called the South King Housing
and Homelessness Partners ("SKHHP"). The Parties further intend
that this Agreement serve as a framework for all participating
municipalities within the broader SKHHP Sphere of Influence to do
the aforementioned work. The Parties encourage other cities and
other public and private entities in South King County within the
SKHHP Sphere of Influence to join the Parties in this endeavor.
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SKHHP Interlocal Agreement February 06, 2019
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3. STRUCTURE; CREATION OF JOINT BOARD. By executing this
Agreement, the Parties hereto create a joint board pursuant to RCW
39.34.030(4) to govern SKHHP. The joint board created by this
Agreement will be called the "Executive Board" and will be composed
of members as provided for in Section 5.a of this Agreement. The
Joint Board created in this Agreement is not a separate legal or
administrative entity within the meaning of RCW 39.34.030(3). The
Executive Board will act on behalf of all Parties and as may be in
the best interest of SKHHP in order to carry out the purposes of
this Agreement. The Executive Board is not authorized to own
assets or have employees.
4. RESPONSIBILITIES AND AUTHORITY. In order to carry out
the purposes of SKHHP and this Agreement, the Executive Board will
have the responsibility and authority to:
a. Create and implement an annual work plan approved
by the Executive Board to guide the work of SKHHP Staff. The work
plan will include activities that may benefit multiple
participating jurisdictions or individual jurisdictions. The work
plan activities will be consistent with the purpose described in
this Agreement.
b. Provide recommendations to the Parties regarding
the allocation of public and private funding for affordable housing
purposes.
C. Direct the Administering Agency to enter into
agreements with third parties for the use and application of public
and private funds contributed by individual Parties to the SKHHP
Housing Capital Funds Account established in Section 14, under
terms and conditions as may be agreed by the individual
contributing Parties, as further described in Section 14. At least
annually, report to the Parties on the geographic distribution of
all housing capital funds as recommended by the SKHHP Executive
Board.
d. Guide the SKHHP Staff in the performance of the
following duties:
i. Provide recommendations to the Parties regarding
local and regional affordable housing policies.
SKHHP Staff will assist the Parties in developing
strategies and programs to achieve State Growth
Management Act housing goals, growth targets, local
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SKHHP Interlocal Agreement February 06, 2019
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Comprehensive Plan Housing Element goals, and local
housing strategy plans, as appropriate.
ii. SKHHP Staff will provide technical assistance to
any Party considering adoption of land use
incentives or requirements, or affordable housing
programs. SKHHP Staff will research model
programs, develop draft legislation, prepare
briefing materials and make presentations to
planning commissions and councils on request by a
Party. SKHHP Staff will assist Parties in
developing strategies and programs to implement
county -wide affordable housing policies to meet
State Growth Management Act objectives, growth
targets, local Comprehensive Plan Housing Element
goals, and local housing strategy plans for an
equitable and rational distribution of low- and
moderate -income housing.
iii. Facilitate cooperation between the private and
public sector with regard to the provision of
affordable housing. SKHHP Staff will communicate
directly with private developers, financial
institutions, non-profit corporations and other
public entities to assist in the implementation of
affordable housing projects. SKHHP Staff will work
directly with any Party to provide technical
assistance with regard to the public funding of
affordable housing projects and the implementation
of affordable housing regulatory agreements for
private developments.
iv. SKHHP Staff will also identify public and private
sites that are available for affordable housing and
develop affordable housing alternatives for such
sites.
v. After the Housing Capital Fund is created, develop
standard regulatory agreements acceptable to
private and public financial institutions to
facilitate the availability of funding for private
and public projects containing affordable housing.
vi. Provide other technical advice to any Party upon
request and to enter into agreements to provide
technical assistance to other public entities on a
reimbursable basis.
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SKHHP Interlocal Agreement February 06, 2019
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vii. Provide support and educational activities and to
monitor legislative and regulatory activities and
proposed policy changes related to affordable
housing at the county, state and federal levels.
Ensure that the Parties to this Agreement have a
strong South King County voice in regional decision
making.
viii. After the Housing Capital Fund is created, develop
and carry out procedures for monitoring of
affordable units and to administer direct service
housing programs on behalf of any Party. Such
direct service housing programs may include but are
not limited to relocation assistance programs, rent
voucher and/or deposit loan programs.
ix. Work directly with other public and private
entities for the development of affordable housing
policies and encourage the provision and
preservation of affordable housing.
X. Work with the Advisory Board appointed under this
Agreement and South King County agencies working on
regional housing stability and housing
affordability, identify trends and promising
practices, and mobilize those agencies to support
South King County positions in regional decision-
making forums.
xi. Support public and private fundraising efforts of
public and private entities (including non-profit
corporations) to raise funds to carry out the
purposes of this Agreement. Enter into agreements
with those entities for the use of such funds in
order to carry out the purposes of this Agreement.
xii. As directed by the Executive Board, accept public
and private funding, invest those funds in
accordance with State law, and take other
appropriate and necessary action to carry out the
purposes of this Agreement.
5. EXECUTIVE BOARD.
a. Membership. SKHHP will be governed by an Executive
Board composed of either an elected official or City
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SKHHP Interlocal Agreement February 06, 2019
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Manager/Administrator for each city and the King County Executive,
or their designated representative, of each Party. However, there
will not be more than two members on the Executive Board
representing cities with population less than 5,000 persons,
unless approved by the Executive Board. In the event that there
are more than two Parties to this Agreement with population less
than 5,000 persons, then those Parties will propose to the
Executive Board for the Executive Board's approval, a method for
shared membership on the Executive Board by those Parties.
Municipalities, local governments and public agencies within the
Sphere of Influence may become Parties to this Agreement with
representation on the Executive Board described in this Section 5,
upon satisfaction of the requirements of Section 20.
Any member of the Executive Board representing more than one Party
must be approved by the chief executive officer of those Parties
being represented by the shared Executive Board member. The
Executive Board will administer this cooperative undertaking under
the terms of this Agreement and under any procedures adopted by
the Executive Board.
b. Chair. The Chair of the Executive Board will be
elected by the members of the Board from the Board membership;
will preside over all meetings of the Executive Board; and will,
in the absence of a Program Manager provided for in Section 6 of
this Agreement, process issues, organize meetings and provide for
administrative support as required by the Executive Board. The
Chair will serve a one-year term, but may be reelected by the
Executive Board.
C. Alternate Member. Each member of the Executive
Board may designate one alternate member who will serve in the
place of the member on the Executive Board during the member's
absence or inability to serve. Notice of the designation will be
provided to the Chair of the Executive Board. An alternate member
may only vote on behalf of the appointing Party if the Chair has
received written notice of the alternate's appointment.
d. Powers. The Executive Board will have the power to
1) develop and approve an annual budget and annual work plan for
SKHHP; (2) adopt procedures for the administration of SKHHP
including securing any necessary legal counsel) and for the
conduct of meetings; (3) make recommendations to the Parties
concerning planning, policy, programs and the funding of
affordable housing projects; (4) establish policies for the
expenditure of SKHHP budgeted items; (5) designate one or more
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Administering Agencies to carry out the terms of this Agreement;
6) establish a special fund with the Administering Agency as
authorized by RCW 39.34.030, to be known as the "Operating Fund of
the SKHHP Executive Board" ("SKHHP Fund") within which Fund may be
established various accounts and subaccounts including but not
limited to a "SKHHP Operating Account" (into which will be deposited
funding for the SKHHP operating budget) and a "Housing Capital
Funds Account"; (7) hold regular meetings on those dates and at
those places as the Executive Board may designate; (8) direct the
Administering Agency to enter into contracts and agreements for
the provision of personnel and other necessary services to SKHHP,
including accounting and legal services and the purchase of
insurance, and authorize the Administering Agency to execute such
other contracts, agreements or other legal documents necessary
with public and private entities for SKHHP to carry out its
purposes; (9) establish the responsibilities for the SKHHP Program
Manager, direct and oversee the Administering Agency in the hiring
process and performance review for that position and direct and
oversee the activities of the SKHHP Program Manager; (10) appoint
members of the Advisory Board; (11) assist with incorporating
and/or work with a non-profit corporation to accept grants,
donations and other funds on behalf of SKHHP and direct the
Administering Agency to enter into contracts or other agreements
with such agency for the use of those funds to carry out the
purposes of this Agreement; and (12) take whatever other action is
necessary to carry out the purposes of this Agreement.
6. ADMINISTRATION AND OVERSIGHT. The Executive Board will
have final decision-making authority on behalf of SKHHP over all
legislative and administrative matters within the scope of this
Agreement. The Executive Board may delegate responsibility for
general oversight of the operations of SKHHP to a Program Manager.
The SKHHP Program Manager will submit quarterly budget performance
and progress reports on the status of the work program elements to
the Executive Board and the legislative body of each Party. The
reports and their contents will be in a form acceptable to the
Executive Board.
The Executive Board will, by two-thirds supermajority vote,
designate one or more of the Parties to serve as the Administering
Agency, which will provide administrative support services on
behalf of SKHHP. The Administering Agency will be the fiscal agent
for SKHHP in accordance with the requirements of chapter 39.34
RCW. Each Party that serves in the capacity of Administering
Agency hereby agrees to comply with the terms of this Agreement
applicable to the Administering Agency in order to permit SKHHP to
carry out its purposes. SKHHP will be staffed with personnel
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provided by the Parties and/or independent contractors contracting
with the Administering Agency on behalf of SKHHP.
Any Party providing personnel to SKHHP will remain solely
responsible for the continued payment of all compensation and
benefits to those personnel as well as for any worker's
compensation claims. All Parties will cooperate fully in assisting
SKHHP to provide the services authorized in this Agreement.
7. MEETINGS OF EXECUTIVE BOARD.
a. Frequency. The Executive Board will meet as often
as it deems necessary, but not less often than quarterly.
b. Quorum. A quorum at any meeting of the Executive
Board will consist of the Board members (or alternates) who
represent a simple majority of the Board's membership. Executive
Board members (or alternates) may participate in any meeting by
phone or video conferencing for all purposes, including but not
limited to voting and establishing a quorum.
C. Action. No action may be taken except at a meeting
where a quorum exists. Action by the Executive Board requires an
affirmative vote by a majority of the Board's membership, provided
however, that a supermajority (two-thirds of Board members) will
be required to appoint the Administering Agency, to add a new Party
to this Agreement, or to modify the proposed contribution
methodology for dues and assessments (see Section 15). Official
action by the Executive Board may be conducted by motion,
resolution, declaration, or other means as determined to be
necessary by the Executive Board, provided however, appointment of
the Administering Agency or Agencies shall be completed by
resolution. All official action of the Executive Board shall be
recorded in its official minutes. Each Executive Board member, or
his or her alternate, will have one vote on any proposed action;
except that shared member voting shall be in accordance with the
Executive Board's approval under Section 5 (a). Proxy voting will
not be allowed. To the extent applicable to meetings of the
Executive Board, the Executive Board will comply with applicable
requirements of the Washington State Open Public Meetings Act
chapter 42.30 RCW).
8. ADVISORY
Advisory Board tc
Executive Board of
affordable housing
housing stability,
BOARD. The Executive Board will create an
provide advice and recommendation to the
1 land and/or money resource allocation for
projects, input on policy needs related to
program design and development, recommendations
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for emergency shelter and other immediate affordable housing
needs, and to provide public education and community outreach
services. The Advisory Board will be created before the end of
the first year of SKHHP operations (with the start of the year
defined as the hiring of the SKHHP Program Manager). The Advisory
Board will consist of not more than fifteen (15) and not less than
twelve (12) community members. The Executive Board will appoint
members to the Advisory Board. Members appointed to the Advisory
Board must have knowledge and understanding of affordable housing,
be committed to the furtherance of affordable housing in South
King County, and represent diverse community perspectives.
Appointments will be for a four-year term with service limited to
a total of two consecutive terms. The Executive Board will adopt
procedures for the convening and administration of the Advisory
Board. A member may be removed from the Advisory Board by the
Executive Board with or without cause on a majority vote of
membership of the Executive Board.
9. MEETINGS OF ADVISORY BOARD.
a. Frequency. The Advisory Board will meet as often
as it deems necessary, but not less often than quarterly.
b. Quorum. A quorum at any meeting of the Advisory
Board will consist of the Board members who represent a simple
majority of the Board's membership. Advisory Board members may
participate in any meeting by phone or video conferencing for all
purposes, including but not limited to voting and establishing a
quorum.
C. Action. No action may be taken except at a meeting
where a quorum exists. Action by the Advisory Board requires an
affirmative vote by a majority of those members attending a Board
meeting where a quorum exists. Official action by the Advisory
Board may be conducted by motion, resolution, declaration, or other
means as determined to be necessary by the Advisory Board. Proxy
voting is not allowed. To the extent applicable to meetings of
the Advisory Board, the Advisory Board will comply with applicable
requirements of the Washington State Open Public Meetings Act
chapter 42.30 RCW).
10. AGREEMENT DURATION. This Agreement will be in full force
and effect for a period commencing as provided in Section 34, and
ending December 31 2020. This Agreement will automatically renew
for successive two-year terms, unless sooner terminated under the
provisions of this Agreement.
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11. TERMINATION OF
terminated at any
legislative bodies
time by
of the
AGREEMENT. This Agreement may
affirmative vote of a majority of
Parties to this Agreement.
be
the
Upon termination of this Agreement, all property acquired during
the life of the Agreement will be disposed of in the following
manner:
a. all property contributed without charge by any
Party will revert to the contributing Party;
b. all property purchased on behalf of SKHHP after the
effective date of this Agreement will be distributed to the Parties
based on each Party's pro rata contribution to the overall budget
at the time the property was purchased;
C. except as provided in Subsection d. below, all
unexpended or reserve funds will be distributed to the Parties
based on each Party's pro rata contribution to the overall budget
in effect at the time the Agreement is terminated;
d. all uncommitted monies in the Housing Capital Funds
Account will be distributed to the Parties by remitting the total
uncommitted amounts remaining in each Party's Individual Account
as described in Section 14) to that Party; and
e. each Party that has funded a project through the
Housing Capital Funds Account will be substituted for the
Administering Agency with regard to all project financing
documents, and the Administering Agency will be released from
further obligations with respect thereto.
12. WITHDRAWAL. If a Party wishes to withdraw from
participation in this Agreement, it may do so after the initial
two year term if it first gives three months advance written notice
to the Executive Board of its intention to withdraw, which notice
will be due on or before October 1, 2020. If notice of an intent
to withdraw is timely received, withdrawal will be effective as of
11:59 p.m. on December 31, 2020. The initial members of SKHHP
agree they will participate for at least the first two years of
the collaboration.
After January 1, 2021, an opportunity is provided once per year
for a Party to withdraw from this Agreement. Under this provision,
advance written notice must be provided to the Executive Board on
or before July 1, of its intention to withdraw from participation
in the Agreement, effective as of 11:59 p.m. on December 31st of
that current year.
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Any Party withdrawing from this Agreement will remain legally and
financially responsible for any obligation incurred by the Party
pursuant to the terms of this Agreement, including but not limited
to any project financing documents executed by the Administering
Agency on behalf of that Party, during the time the withdrawing
Party was a member of SKHHP. A notice of withdrawal may be revoked
by the Party that submitted the notice only by approval of a
majority of the Executive Board to accept the revocation. Any
Party that provides written notice of its intent to withdraw may
continue to vote on all matters before the Executive Board prior
to the effective date of its withdrawal, except the budget and
work plan for the following year.
13. BUDGET. The fiscal year for SKHHP will be January 1 to
December 31 of any year. The first year budget and anticipated
second year budget for SKHHP are attached to this Agreement as
Exhibit B and incorporated herein by this reference. Approval of
this Agreement by the legislative body of each Party includes
approval of the first year SKHHP budget. For subsequent years, on
or before June 1st of each year, a recommended operating budget
and work plan for SKHHP for the next budget year will be prepared,
reviewed and recommended by the Executive Board and transmitted to
each Party. The recommended operating budget will contain an
itemization of all categories of budgeted expenses and will contain
an itemization of the amount of each Party's contribution,
including in-kind services, toward that budget. Contributions to
the SKHHP annual budget may also come from other public or private
entities. The Executive Board will approve acceptance of those
contributions.
a. No recommended budget or work plan will become
effective until approved by the legislative body of each Party and
adopted by the Executive Board, except for SKHHP's first year
2019). For the first year, the budget will be approved as part of
the approval of this Agreement, and the first year work plan must
be approved by the Executive Board. Once the legislative body of
each Party has approved its contribution to SKHHP, either
separately or through its budget process, and the SKHHP budget has
been adopted by the Executive Board, each Party will be obligated
to make whatever contribution(s) is budgeted for that Party. If a
Party does not approve the work plan or budget in a timely manner,
the Executive Board may adopt the annual budget and work plan with
a two-thirds majority vote.
b. Each Party's contribution(s) will be transmitted to
SKHHP on a quarterly basis at the beginning of each quarter unless
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otherwise provided in the budget document. Each Party will specify
the amount of its contribution to be deposited by the Administering
Agency into the SKHHP Operating Account, as well as the amount, if
any, to be deposited into the Party's Individual Account within
the SKHHP Housing Capital Funds Account established by Section 14.
c. If any Party is delinquent by more than three months
in the payment of its approved operating budget contribution to
the SKHHP Operating Account, that Party will not be entitled to
vote on matters before the Executive Board until the delinquency
has been paid. A Party's decision not to contribute funds to its
Individual Account, or its delinquency in funding the same will
not affect that Party's voting rights on the Executive Board.
14. HOUSING CAPITAL FUNDS ACCOUNT ESTABLISHED; PROCEDURES
FOR ADMINISTERING HOUSING CAPITAL FUNDS ACCOUNT CONTRIBUTIONS. If
authorized by resolution of the Executive Board, the Administering
Agency may establish and maintain an account within the SKHHP Fund
for the purpose of administering the contributions of Parties, or
other public or private entities, to affordable housing projects
and programs, to be known as the SKHHP Housing Capital Funds
Account. The amounts in the Housing Capital Funds Account will be
held and disbursed by the Administering Agency as described in
this Agreement.
a. Within the Housing Capital Funds Account, a sub -
account will be established for each Party to this Agreement that
chooses to contribute to the Housing Capital Funds Account. Such
sub -accounts are collectively referred to as the "Individual
Accounts." Contributions to an Individual Account from a Party may
be released only upon, and in accordance with, the written
direction of that Party.
b. A subaccount will be established within each
Individual Account for each project or program funded in whole or
part by a Party from its Individual Account. Such sub -accounts
are referred to as "Project Accounts."
C. The Administering Agency will maintain records
sufficient to separately track the deposits, withdrawals and
interest earnings, within each Individual Account and each Project
Account, and will provide quarterly reports to all Parties as to
the status of funds in each Individual Account and Project Account.
The Administering Agency's responsibilities under this Section may
be delegated to the SKHHP Program Manager to the extent consistent
with applicable law and as the Administering Agency and Executive
Board may agree.
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d. Funds transmitted to SKHHP for deposit in the
Housing Capital Funds Account will be held by the Administering
Agency on behalf of SKHHP until directed for application to a
specific project or program by the contributing Party. Uncommitted
funds in an Individual Account will be remitted to the contributing
Party within 45 days of receipt of written request from the Party
signed by its chief executive officer, or upon the Party's
withdrawal from SKHHP in accordance with the terms of Section 12,
or on the dissolution of SKHHP per Section 11.
e. Funds held by the Administering Agency on behalf of
SKHHP will be subject to laws applicable to public funds, including
but not limitations on investments for public funds as provided in
State law and the State constitutional limitations on the gifting
of public funds. Investment earnings will be credited to each
Individual Account and Subaccount on a pro rata basis.
f. The Executive Board will develop standard forms of
approvals and agreements to be used in the application of funds
contributed to the Housing Capital Funds Account (collectively
referred to as "project financing documents"), consistent with the
following goals and procedures:
i. Each Party choosing to participate in funding a
project or program through the Housing Capital
Funds Account will by action of its legislative
body authorize the application of a specified
amount of its Individual Account monies to such
project or program, and will authorize and direct
the SKHHP Executive Board, the SKHHP Program
Manager, and the Administering Agency to take such
actions as necessary to accomplish this. The
Executive Board will recommend to the individual
legislative bodies various terms to accompany their
authorizations, and the legislative body
authorizations will at a minimum include terms
related to:
1. amount of funds allocated;
2. project description, including minimum
affordability requirements, if any;
3. nature of the funding commitment (loan, grant,
or other);
4. in the event the funding commitment is provided
as a loan, the general repayment terms including
but not limited to the term of the loan and
applicable, interest rate(s); and
SKHHP Interlocal Agreement February 06, 2019
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5. a general description of the security interests,
if any, to be recorded in favor of the Party.
ii. For each individual housing project or program to
be funded through the Housing Capital Funds
Account, the developer, owner or administrator of
such project or program (generally referred to as
the "developer"), will enter into the necessary set
of agreements (project financing documents) with
the Administering Agency. The project financing
documents will specify that the Administering
Agency is acting as administering agency on behalf
of each Party that is providing Housing Capital
Funds Account funding to the project or program
pursuant to this Agreement and RCW 39.34.030(4),
and will identify each participating funding Party.
The project financing documents will be consistent
with general forms of agreement approved by the
Executive Board and the terms and conditions
approved by the legislative bodies of the funding
Parties. To the extent permitted by law, the
project financing agreements will incorporate all
terms and conditions relative to the use and (if
applicable) repayment of such funds, and provide
for transfer of the Housing Capital Funds Account
monies from the funding Parties to the developer.
iii. Funding contributions to, and repayments (if any)
from, specific projects and programs will be
recorded by the Administering Agency, including
recording of monies deposited and withdrawn from
each Party's Individual Account and Project
Accounts. Repayments (if any) under any project
financing agreement will be applied pro rata to the
funding Parties' Individual Accounts based on the
ratio of funding contributed to the project by each
Party, unless the funding Parties otherwise agree.
iv. Unless the Parties funding a project or program
through the Housing Capital Funds Account otherwise
agree, a default, termination or other action
against a developer or other third party may be
declared only after securing approval in writing of
the chief executive officers of funding Parties
which together have contributed not less than 51%
of the total SKHHP member funding to the project.
The Administering Agency will provide reasonable
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notice and information regarding the status of
projects as necessary to each funding Party's chief
executive officer to allow them to make a timely
decision in this regard. Funding Parties not
consenting to such default, termination or other
action will be bound by the decision of the
majority. All funding Parties will be obligated on
a pro rata basis (based on their contributions to
the project) to pay to the Administering Agency its
reasonable costs and expenses incurred as a result
of declaring a default, terminating an agreement or
taking other action against a developer or other
third party. Any funds recovered through such
enforcement proceedings will be allocated to the
funding Parties Individual Accounts pro rata based
on their respective funding contributions to a
project.
V. The Executive Board may from time to time authorize
the Administering Agency to administer housing
project agreements entered into before the
effective date of this Agreement, upon terms
consistent with this Agreement and subject to the
consent of the Administering Agency and the Parties
to such agreements.
15. DUES, ASSESSMENTS AND BUDGET AMENDMENTS. Contributions
to the SKHHP Operating fund will be based on groupings of like -
sized cities (based on population), or whatever contribution
methodology is approved by a two-thirds majority of the Executive
Board. Funding for the activities of SKHHP will be provided solely
through the budgetary process. Unless otherwise specified in this
Agreement, no dues, charges or assessments will be imposed or
required of the Parties except upon unanimous vote of the
membership of the Executive Board and ratification by the
legislative body of each Party subject to the dues, charges or
assessments. An approved budget (the overall revenues and
expenditures) will not be modified until approved by the
legislative body of each Party and finally adopted by the Executive
Board. If a Party agrees to totally fund an additional task to the
work program, not currently approved in the budget, the task may
be added to the work plan and the budget amended to reflect the
funding of the total cost of such task by the requesting Party,
upon approval by a majority of the membership of the Executive
Board without approval by the individual Parties. Notwithstanding
the foregoing, contributions by a Party to its Individual Account
within the Housing Capital Funds Account will be solely within the
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discretion of that Party and are not considered "dues or
assessments."
16. PUBLIC RECORDS REQUESTS. Records of SKHHP will be held
by the Administering Agency, in addition to any records the Parties
themselves may retain concerning their participation in SKHHP.
These records may include meeting agendas, meeting summaries,
reports, plans, budgets, and other documents.
When a Party receives a request for records that may be held by
the Administering Agency, the Party will refer the request to its
own Executive Board member. The Party's Executive Board member
will then work with the Administering Agency to gather all
responsive records. The Party receiving the request should work
with its own public records staff (if any) to describe the request
with sufficient specificity to allow the Administrative Agency to
identify and provide the records being sought. If any
clarification of the request is required, the Party receiving the
request will obtain that clarification from the requester. All
communication with the requester will be by the Party to whom the
request was submitted.
In consultation with the Administering Agency, it will be the
responsibility of the Party to whom the request for records was
made to estimate the time it will need to produce responsive
records, determine which records are responsive to the request,
and address any redactions permitted by law. The Party that
receives the request will bear the responsibility of complying
with the Public Records Act in relation to its public records.
Nothing in this Section is intended to require a Party to collect
or produce records that are not prepared, owned, used, or retained
by that Party as contemplated by the Public Records Act.
17. INDEMNIFICATION AND HOLD HARMLESS.
a. Each Party will indemnify, defend and hold other
Parties (including without limitation the Party serving as, and
acting in its capacity as, SKHHP's Administering Agency), their
officers, officials, agents and volunteers harmless from any and
all claims, injuries, damages, losses or suits including attorney
fees, arising out of that Party's wrongful acts or omissions in
connection with the performance of its obligations under this
Agreement, except to the extent the injuries or damages are caused
by another Party. If there is any recovery under this Section, the
Party responsible for any wrongful acts or omissions will pay any
judgment or lien arising from the acts or omissions, including all
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costs and other Parties' reasonable attorney's fees. If more than
one Party is held to be at fault, the obligation to indemnify and
to pay costs and attorney's fees, will be only to the extent of
the percentage of fault allocated to each respective Party by a
final judgment of the court.
b. If a court of competent jurisdiction determine that
this Agreement is subject to RCW 4.24.115, then, in the event of
liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent
negligence of a Party (including without limitation the Party
serving as, and acting in its capacity as, SKHHP's Administering
Agency), its officers, officials, employees, and volunteers, the
Party's liability hereunder will be only to the extent of the
Party's negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes
the Party's waiver of immunity under Industrial Insurance Title 51
RCW, solely for the purpose of this indemnification. This waiver
has been mutually negotiated by the Parties. The provisions of
this Section will survive the expiration or termination of this
Agreement.
C. Each Party (including without limitation the Party
serving as, and acting in its capacity as, SKHHP's Administering
Agency) will give the other Parties proper notice of any claim or
suit coming within the purview of these indemnities.
18. INSURANCE. The Executive Board, SKHHP Program Manager and
the Administering Agency will take such steps as are reasonably
practicable to minimize the liability of the Parties associated
with their participation in this Agreement, including but not
limited to the utilization of sound business practice. The
Executive Board will determine which, if any, insurance policies
may be reasonably practicably acquired to cover the operations of
SKHHP and the activities of the Parties pursuant to this Agreement
which may include general liability, errors and omissions,
fiduciary, crime and fidelity insurance), and will direct the
acquisition of same.
19. AMENDMENTS. Any amendments to this Agreement must be in
writing. This Agreement may be amended upon approval of at least
two-thirds of the legislative bodies of all Parties to this
Agreement, evidenced by the authorized signatures of those Parties
as of the effective date of the amendment. However, any amendment
to this Agreement affecting the terms and conditions of membership
on the Executive Board, powers of the Executive Board, voting
rights of Executive Board members, Party contribution
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responsibilities, hold harmless and indemnification requirements,
provisions regarding duration, termination or withdrawal, or the
conditions of this Section will require consent of the legislative
authorities of all Parties. This Section will not be construed to
require amendment of this Agreement for the addition of a new Party
contemplated under Section 20 or for any related revision to
Executive Board membership authorized in Section 5(a).
20. ADDITIONAL PARTIES. Municipalities, local governments
and public agencies within the SKHHP Sphere of Influence may, on
execution of the Agreement and approval of the budget and work
plan by its legislative body, become a Party to this Agreement on
affirmative vote of a two-thirds majority of the membership of the
Executive Board. The Executive Board will determine by a vote of
a majority of its membership what, if any, funding obligations the
additional Party will commit tows a condition of becoming a Party
to this Agreement.
21. SEVERABILITY. The invalidity of any clause, sentence,
paragraph, subdivision, section or portion of this Agreement, will
not affect the validity of the remaining provisions of the
Agreement.
22. CONFLICT RESOLUTION. Whenever any dispute arises between
the Parties or between a Party or Parties, the Executive Board, or
the Administering Agency (referred to collectively in this Section
as the "Parties") under this Agreement which is not resolved by
routine meetings or communications, the parties agree to seek
resolution of such dispute in good faith by meeting, as soon as
feasible. The meeting will include the Chair of the Executive
Board, the SKHHP Program Manager, and the representative(s) of the
Parties involved in the dispute. If the parties do not come to an
agreement on the dispute, any party may pursue mediation through
a process to be mutually agreed to in good faith between the
parties within 30 days, which may include binding or nonbinding
decisions or recommendations. The mediator(s) will be individuals
skilled in the legal and business aspects of the subject matter of
this Agreement. The parties to the dispute will share equally the
costs of mediation and assume their own costs.
23. SURVIVABILITY. Notwithstanding any provision in this
Agreement to the contrary, the provisions of Section 10 (Agreement
Duration), Section 11 (Termination of Agreement), Section 12
Withdrawal), Section 16 (Public Records Requests), and Section 17
Indemnification and Hold Harmless) will remain operative and in
full force and effect, regardless of the withdrawal or termination
of any Party or the termination of this Agreement.
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24. WAIVER. No term or provision of this Agreement will be
deemed waived and no breach excused unless that waiver or consent
is in writing and signed by the Party claimed to have waived or
consented.
25. SUBSEQUENT BREACH. Waiver of any default will not be
deemed a waiver of any subsequent default. Waiver of breach of
any provision of this Agreement will not be deemed to be a waiver
of any other or subsequent breach and will not be construed to be
a modification of the terms of the Agreement unless stated to be
such through written approval of all Parties.
26. NOTICE. Any notice to the Executive Board will be in
writing and will be addressed to the Chair of the Executive Board
and to the SKHHP Program Manager. In the absence of a SKHHP
Program Manager, notice will be given to the chief executive
officer of the Administering Agency. Any notice to an Officer or
Party will be sent, to the address specified by the chief executive
officer of the Party.
27. ASSIGNMENT. No Party may sell, transfer or assign any
of its rights or benefits under this Agreement without Executive
Board approval.
28. APPLICABLE LAW AND VENUE. This Agreement and any rights,
remedies, or obligations provided for in this Agreement will be
governed, construed, and enforced in accordance with the
substantive and procedural laws of the State. The Parties agree
that the venue for any legal action under this Agreement is in the
County in which a project is located, provided that the venue for
any legal action against King County may be filed in accordance
with RCW 36.01.050.
29. RETAINED RESPONSIBILITY AND AUTHORITY. Parties retain
the responsibility
their own internal
housing activities.
and authority for managing and maintaining
systems and programs related to affordable
30. INDEPENDENT CONTRACTORS. Each Party to this Agreement
is an independent contractor with respect to the subject matter of
this Agreement. No joint venture or partnership is formed as a
result of this Agreement.
Nothing in this Agreement will make any employee of one Party an
employee of another party for any purpose, including, but not
limited to, for withholding of taxes, payment of benefits, worker's
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compensation pursuant to Title 51 RCW, or any other rights or
privileges accorded by virtue of their employment. No Party assumes
any responsibility for the payment of any compensation, fees,
wages, benefits or taxes to or on behalf of any other Party's
employees. No employees or agents of one Party will be deemed, or
represent themselves to be, employees of another Party.
31. NO THIRD PARTY BENEFICIERIES. This Agreement is for the
benefit of the Parties only, and no third party will have any
rights under this agreement.
32. NONDISCRIMINATION. The Parties will comply with the
nondiscrimination requirements of applicable federal, state and
local statutes and regulations.
33. COUNTERPARTS. This Agreement may be signed in
counterparts and, if so signed, will be deemed one integrated
Agreement.
34. FILING AND EFFECTIVE DATE; PRIOR AGREEMENTS. This
Agreement will become effective January 1, 2019, subject to its
approval by the legislative bodies of all jurisdictions who are
members of SKHHP as of January 1, 2019, and, pursuant to RCW
39.34.040, upon recording this Agreement or posting this Agreement
on a Party's web site or other electronically retrievable public
source. Although this Agreement may be approved and signed by a
Party after the Agreement's effective date, all acts consistent
with the authority of this Agreement that occur on or after January
1, 2019, are hereby ratified and affirmed, and the terms of this
Agreement will be deemed to have applied.
Signature Page Follows)
21
SKRKP Interlocal Agreement February 06, 2019
Page 32 of 115
Approved and executed this
Scc\ c 'S=:N 2019.
Name of Party: CITY OF AUBURN
Approved as to form:
Steve Gross, City Attorney
22
SKHHP Interlocal Agreement February 06, 2019
C\'--
day of
Page 33 of 115
Exhibit A - SKHHP Sphere of influence
SslSntl. Seattle m,.wn r-I• - rm
blA
InL:c I
Vf510'1 •b,rnn,
Al .. t
I v .• vClnli .:.:uo•
N.. i 6
VF:d:tal tlla u' il.nma,
King Countyo.r ,aam,e
23
SKHHP Interlocal Agreement February 06, 2019
Page 34 of 115
EXHIBIT B
FIRST YEAR SKHHP BUDGET
9 cities & King County
Year 1: 10 months of Operations
Annual Expense Budget
Full-time manager with salary/taxes/benefits 130,000
Administrative & low-level policy support with salary/taxes/benefits 90,000
Expenses - travel, phone, postage, and start-up costs 19,000
Space 12,000
SubTotal 251,000
10% Fiscal Administration Fee 25,100
TOTAL 276,100
Cost for 30 months of Operations: 230,083
Revenue Budget
97,440 15%
Outside sources* (County, philanthropy, aligned organizations) 68,000
Office Space (in-kind donation) (Pro -rated] 10,000
Shared among participating cities (see below) 152,083
TOTAL 230,083
Shares for aarticioatina cities:
Outside sources
KC Housing Authority 15,000
Enterprise 5,000
King County*** 48,000
TOTAL 68,000
King County has committed $75,000,
including covering the share for unincorporated
In Year 1, the accrual from the unicorporated SKC
share is used for $7K in startup costs)
24
SKHHP Interlocal Agreement February 06, 2019
Grouped by Size Ranges
Population of
3,113
OFM 2018 est) Population Grouped by Size**
Auburn 80,615 12% 20,236
Burien 51,850 8% 11,675
Covington 20,080 3% 5,837
Des Moines 31,340 5% 5,837
Federal way 97,440 15% 20,236
Kent 128,900 20%$ 26,463
Normandy Park 6,700 1% 3,113
Renton 104,100 16% 26,463
Tukwila 19,800 3% 5,837
Unincorporated SKC 111,000 17% 26,463
TOTAL 651,825 152,161
Outside sources
KC Housing Authority 15,000
Enterprise 5,000
King County*** 48,000
TOTAL 68,000
King County has committed $75,000,
including covering the share for unincorporated
In Year 1, the accrual from the unicorporated SKC
share is used for $7K in startup costs)
24
SKHHP Interlocal Agreement February 06, 2019
Grouped by Size Ranges
10,000 3,113
10,001-35,000: 5,837
35,001-65,000: 11,675
65,001- 100,000 10,236
100,001+: 16,463
Page 35 of 115
SECOND YEAR SKHHP DRAFT BUDGET
9 cities & King County
Year 2: Full Year of Operations
Annual Expense Budget
Full-time manager with salary/taxes/benefits $ 130,000
Administrative & low-level policy support with salary/taxes/benefits $ 90,000
Expenses - travel, phone, postage $ 12,000
SubTotal
10% Fiscal Administration Fee
244,000
14,400
TOTAL 268,400
Revenue Budget
Outside sources* (County, philanthropy, aligned organizations) $ 61,000
Office Space (in-kind donation) $ 12,000
Shared among participating cities (see below) $ 195,400
TOTAL '$ 268,400
Shares for oarticipatina cities:
Outside sources
KC Housing Authority 15,000
Enterprise 5,000
King County*** 41,000
TOTAL 61,000
King County has committed $75,000,•
including covering the share for unincorporated
25
SKHHP Interlocal Agreement February 06., 2019
Grouped by Size Ranges
Population of
4,000
OFM 2018 est) Population Grouped by Size**
Auburn 80,615 12% 26,000
Burien 51,850 8% 15,000
Covington 20,080 3% 7,500
Des Moines 31,340 5% 7,500
Federal Way 97,440 15% 26,000
Kent 128,900 20% 34,000
Normandy Park 6,700 1% 4,000
Renton 104,100 16% 34,000
Tukwila 19,800 3% 7,500
Unincorporated SKC 111,000 17% 34,000
TOTAL 651,825 195,500
Outside sources
KC Housing Authority 15,000
Enterprise 5,000
King County*** 41,000
TOTAL 61,000
King County has committed $75,000,•
including covering the share for unincorporated
25
SKHHP Interlocal Agreement February 06., 2019
Grouped by Size Ranges
10,000 4,000
10,001- 35,000: 7,500
35,001- 65,000: 15,000
65,001- 100,000 26,000
100,001+ : 34,000
Page 36 of 115
Staff Identification of Potential Top Priority SKHHP
June 2019
Staff of member jurisdictions have discussed a wide range of work plan ideas for SKHHP
that were identified last year as part of the Example Work Plan. Their goal was to identify
some initial thoughts about priorities for an 18-month work plan for the new SKHHP staff.
Each jurisdiction was asked to identify what SKHHP “must do”, “should do” or “could do”
in the next 18 months. The summary below lists all the identified “must do” or “should do”
areas.
Next steps are to review this list with the Executive Board and get their reactions. Once
the SKHHP Program Manager is hired this list can be used to discuss and ultimately create
a draft 18-month work plan that will include deliverables. The SKHHP work plan will need
to be approved by the Board and each member jurisdiction
Must Do Should Do
Unified voice for South King County Acquisition rehab program
Assessment of housing stock and
condition
Weatherization programs/expansion
Schedule priority meetings and SKC
ambassadors
Assess risk of manufactured housing
Develop key presentations for
legislators/SCA
Policies for safe and healthy housing
Develop connection to regional planning
efforts
Benchmark existing trust funds
Homelessness coordination Explore support from other philanthropic
fund sources
Implement the ILA and governance
structure
Support city staff on enacting local
policies on ADU’s, zoning provisions,
tenant protections
Annual work plan Assist staff with comprehensive housing
strategy plans
Assessment of Existing preservation
programs
Assist staff from jurisdictions to align
policies and share info
Reviewing housing elements & docs
Prepare materials/presentations for city
councils, planning commissions and host
Affordable housing tours
Catalogue best practice housing policies Building support for affordable housing,
including permanent supportive housing
Building resources for affordable housing
or coordinating around HB 1406
Page 37 of 115
Page 38 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
Inland Development Group (Tate/Gaub)(25 Minutes)
Date:
January 7, 2020
Department:
Community Development
Attachments:
Memo to Council
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
Background Summary:
See attached memo.
Rev iewed by Council Committees:
Councilmember:DaCorsi Staff:Tate/Gaub
Meeting Date:January 13, 2020 Item Number:
Page 39 of 115
Memorandum
To: City Council Members
From: Jeff Tate, Director of Community Development
Ingrid Gaub, Director of Public Works
CC: Mayor Nancy Backus
Date: January 6, 2020
Re: Inland Development Agreement Overview
Development Agreement Defined
A development agreement (DA) is a voluntary contract between a local jurisdiction and a person
who owns or controls property within the jurisdiction, detailing the obligations of both parties and
specifying the standards and conditions that will govern development of the property. Although
the agreements are voluntary, once made they are binding on the parties and successors.
A development agreement provides assurances to the developer that the development
regulations that apply to the project will not change during the term of the agreement. The city or
county may require conditions to mitigate project impacts, as well as clarification about project
phasing and timing of public improvements. RCW 36.70B.170 describes the type of
development standards that are appropriate in a development agreement.
The purpose of this memo is to provide an overview of the Development Agreement that was
adopted by City Council and that applies to the site of the former Valley 6 Drive In.
Property Description
The Inland property is located on the north end of Auburn. It shares it northern boundary with
the northern boundary of the city limits. It is approximately 70 acres in size and comprised of
multiple parcels. Throughout the DA and in the more casual verbal descriptions of the
development there is reference to the north site and the south site, the residential component
and the commercial component. Generally speaking, 49th Street NE is the demarcation of the
north and south. And the residential component of the development (a.k.a. Copper Gate) is
located on the south side of the property and the commercial portion on the north side.
Additionally, there are repeated references to “The Heart” which is also located north of 49th
Street NE and near the center of the overall property. Below is an aerial image that defines the
property ownership that is subject to the DA in red.
Page 40 of 115
Inland Development Agreement Overview
On June 24, 2019 City Council adopted Resolution 5442 which is described as a restated and
amended DA with Capital Acquisitions (a.k.a. Inland Development). Resolution 5442 amended
Resolution 4756 which was a previous DA adopted in 2011 between the city and the former
property owner Robertson Propety Group (RPG). Resolution 4756 was the culmination of more
than 10 years of work between the city and RPG. While there is more than 20 years of history
relative to this property, the prior DA, environmental analysis, council discussions, etc. this
memo focuses on the current DA.
The current DA has the effect of establishing a unique zoning designation (C-4) in the Auburn
City Code and unique allowances and requirements on the property. Below is a map image that
provides a visual representation of the concept that is authorized under the DA:
Page 41 of 115
The Inland Development Agreement adopted under Resolution 5442 contains 80 pages of
detailed land use and development requirements that include landscaping, building design, road
construction, utilities installation, open space, trails, signage, sidewalks, flood storage,
environmental protection, etc. Key highlights of the DA include:
1. Phase 1: The Residential – 500 units of residential multi-family housing. The housing
element is targeted towards households earning 60% of King County median income.
The 2018 median household income in King County was $95,009 which means that
households earning approximately $57,000 per year are the targeted population (or an
individual who earns about $27 per hour). This is not low income housing; it is
affordable workforce housing.
2. Phase 2: The Heart – an approximately 4 acre central community common area called
The Heart. The Heart will provide active open space, landscaping, a performance stage,
parking for 4 food trucks, public restrooms, and benches and trails. It will be open to the
community at large and will accommodate both day time and night time activity. While it
will remain private property and maintained by Inland, programming of the space will be
carried out in consultation with the City Parks Department.
3. Phase 3: The Commercial – Surrounding The Heart and on the north side of the property
are a mix of office and commercial uses. Tenants of these spaces are not yet known.
Development of the commercial area will be governed by strict architectural standards
that apply to both the buildings and the site improvements (e.g. gathering spaces,
walkways, landscaping, benches, etc.).
4. Construction of I Street NE from S 277th to 45th Street NE. This will create a new north
south connection that generally parallels Auburn Way North from S 277th to Harvey
Road. Construction of this street will also include a traffic signal at S 277th and
appropriate utilities.
Page 42 of 115
5. Construction of 49th Street NE from Auburn Way North to I Street NE that includes a
traffic signal at Auburn Way North and a roundabout at the intersection of 49th St NE and
I St. NE. Construction of this street includes appropriate utilities.
6. Construction of D Street NE from S 277th to a cul-de-sac terminus located just north of
Auburn Way North. Construction of this street includes appropriate utilities.
7. Pedestrian connections through the site that help better connect the Green River trail to
the east and the Interurban to the west. These pedestrian connections will be open to
the public.
8. Community amenities such as a community garden, a 5 stall trailhead parking lot at S
277th, a “Welcome to Auburn” gateway feature along Auburn Way North, multiple
playgrounds and sports courts, and artistic utility box wraps.
The City has already begun issuance of building permits for portions of the Phase 1 residential
construction and supporting civil plans for roads and utilities. The Phase 2 and Phase 3
elements are still under review. Phase 2 is likely to be approved and issued in the first quarter
of 2020 with Phase 3 following closely behind. This construction project is likely to span
approximately 3 years.
Page 43 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
Overview of Special Focus Area Format (Hinman)(15 Minutes)
Date:
January 6, 2020
Department:
Administration
Attachments:
SFA 2020 Meetings
SFA Meetings Format
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
Background Summary:
Rev iewed by Council Committees:
Councilmember:Staff:Hinman
Meeting Date:January 13, 2020 Item Number:
Page 44 of 115
SPECIAL FOCUS AREAS COMMUNITY WELLNESS FINANCE TECHNOLOGY & ECONOMIC DEVELOPMENT PUBLIC WORKS & COMMUNITY DEVELOPMENT MUNICIPAL SERVICES PUBLIC HEALTH AND WELLNESS COMMUNITY & NEIGHBORHOOD SERVICES HOMELESSNESS & HOMELESSNESS PREVENTION HOUSING QUALITY, AFFORDABILITY & ATTAINABILITY HUMAN & SOCIAL SERVICES DOMESTIC VIOLENCE SERVICES COMMUNITY EQUITY EQUIPMENT RENTAL FACILITIES INNOVATION & TECHNOLOGY CITY REAL PROPERTY BUSINESS DEVELOPMENT SISTER CITIES INTERNATIONAL UTILITIES TRANSPORTATION SUSTAINABILITY ENVIRONMENTAL PROTECTION CULTURAL ARTS & PUBLIC ARTS PLANNING & ZONING PERMITS & DEVELOPMENT RIGHT OF WAY MANAGEMENT AIRPORT AIRPORT BUSINESS POLICE SCORE JAIL DISTRICT COURT PARKS & RECREATION ANIMAL CONTROL SOLID WASTE ENERGENCY PLANNING MULTIMEDIA CEMETERY Councilmember , Chair Councilmember , Chair Councilmember , Chair Councilmember , Chair Councilmember, Vice Chair Councilmember , Vice Chair Councilmember , Vice Chair Councilmember, Vice Chair 2020 MEETING DATES 2020 MEETING DATES 2020 MEETING DATES 2020 MEETING DATES March 9, 2020 January 27, 2020 February 10, 2020 February 24, 2020 May 11, 2020 March 23, 2020 April 13, 2020 April 27, 2020 July 13, 2020 May 26, 2020 June 8, 2020 June 22, 2020 September 14, 2020 July 27, 2020 August 10, 2020 August 24, 2020 November 9, 2020 September 28, 2020 October 13, 2020 October 26, 2020 November 23, 2020 December 14, 2020 December 28, 2020 Page 45 of 115
SECTION 16 - COUNCIL STUDY SESSIONS, COMMITTEES
AND CITIZEN ADVISORY BOARDS
16.1 In addition to the regularly scheduled City Council meetings (Regular Council
Meetings) scheduled on the first and third Mondays of the month, City Council shall
regularly schedule Council Study Sessions on the second, fourth and fifth Mondays
of the month for review of matters that would come back before the City Council at
Regular Council Meetings. Different than the format for Regular Council Meetings
(identified in Section 3 hereof), Study Sessions shall be less formal than Regular
Council Meetings and shall give the City Council the opportunity to discuss and
debate issues coming before it for action at Regular Council meetings. The format
for these meetings shall be as follows:
A. General Business Focus and Special Focus Areas
Study Sessions shall consist of two (2) Focus divisions per meeting; (1) a
General Business Focus and (2) a Special Focus Area. The General
Business Focus shall be scheduled first, and shall include agenda items
that relate to issues of general City concern, items that will be coming before
the City Council at upcoming meetings and presentations and reports to the
City Council. The Special Focus Area groups shall, on a rotating basis
described below, commence their portion of the Study Session following the
conclusion of the Study Session General Business Focus, The Special
Focus Area groups shall review matters of Council concern related to their
areas of oversight responsibility. The Special Focus Area groups shall
consist of the following: (1) Public Works & Community Development; (2)
Municipal Services; (3) Health & Human Services; and (4) Finance &
Economic Development. These Special Focus Area groups shall be tasked
with oversight of Council considerations as follows:
1. Public Works & Community Development;
• Utilities
• Zoning Codes & Permits
• Innovation & Technology
• Transportation
• Streets
• Engineering
• Capital Projects
• Sustainability
• Environmental Protection
• Cultural Arts and Public Arts
• Planning
2. Municipal Services
• Police
• SCORE Jail
Page 46 of 115
• District Court
• Parks & Recreation
• Animal Control
• Solid Waste
• Emergency Planning
• Airport
• Airport Businesses
• Sister Cities
• Multi Media
3. Health & Human Services
• Human Services Funding
• Public Wellness
• Domestic Violence Services
• Homelessness Services
• Affordable Housing
• Community Services
• Human Resources
• Medical Community Relations
4. Finance & Economic Development
• City Budget & Amendments
• Risk Management
• Equipment Rental
• Facilities
• City Real Property
• Legal
• Development Incentives
• Business Development
• Economic Development Strategies
Aside from the above Special Focus Area topics, there shall be a
Finance ad hoc Committee to review vouchers and payroll.
B. Scheduling of Special Focus Area.
1. The Special Focus Areas shall conduct their portion of the Study
Sessions on 2nd and 4th Mondays of the month on a rotating basis
such as follows: Public Works & Community Development, then
Municipal Services, then Health & Human Services, then Finance &
Economic Development, then Public Works & Community
Development, then Municipal Services, and so on.
2. On 5th Mondays of the Month, Study Sessions will not typically
include any of the above Special Focus Areas, but may include
Page 47 of 115
special topics and issues of general concern to the City Council,
including Council operating arrangements and Council Rules of
Procedure. It is provided, however, that in order for the City Council
to address the matters coming before the City Council, the Mayor
and Deputy Mayor may, as they deem appropriate, insert into any
Study Session any matters calling for City Council consideration and
discussion, regardless of Special Focus Areas.
3. Topics for Special Focus Area consideration (for inclusion in the
Special Focus Area portion of the Study Session agenda) shall be
determined by the Chair of each Special Focus Area along with the
Mayor and the Deputy Mayor, taking into account matters within the
topics of the Special Focus Area calling for action or consideration,
and suggestions by other Councilmembers of such topics.
Page 48 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
Overview of Mel's Lot Development Agreement
(Hinman/Comeau)(30 Minutes)
Date:
January 9, 2020
Department:
City Attorney
Attachments:
Amended DRA
Staff Memo
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background Summary:
Currently, A uburn owns the “Mel’s L ot” (1st NW & A S treet) and uses it for employee parking
and leased permit parking to Multicare. T he portion of the lot that serves city employee
parking, fulfill the parking requirement f or the city’s portion of the annex building. W hen the
city purchased the Mel’s L ot, it entered into a Development Rights A greement with the prior
owner. I n 2019, the owner of those rights, now L exi L L C, exercised its option under the 2010
Development Rights A greement to regain title to the lot. T he agreement requires the city to
reconvey the lot to L exi L L C upon the company meeting several criteria. L exi L L C has since
met those criteria, one of which was obtaining city approval of development applications for
development of the lot. I n response, L exi L L C has proposed changes to the Development
Rights Agreement to ref lect the conveyance of the lot and the new relationship between the
city and L exi L L C . The firm has also proposed corresponding amendments to a “Parking
E asement A greement,” which is the document that gives the city parking rights on the lot.
Third, L exi L C C has proposed a release of some of their permit applications and application
appeals that were made extraneous when the firm decided against providing substitute
parking on other lots and rather chose to keep the parking spots on the Mel’s Lot.
Rev iewed by Council Committees:
Councilmember:Staff:Hinman/Comeau
Meeting Date:January 13, 2020 Item Number:
Page 49 of 115
1
AFTER RECORDING RETURN TO:
Lexi, LLC
c/o Michael John Klein, CPA
30300 Agoura Road, Ste. 270
Agoura Hills, CA 91301
AMENDED AND RESTATED DEVELOPMENT RIGHTS AGREEMENT
Grantor: CITY OF AUBURN, and
AUBURN PROFESSIONAL PLAZA, LLC, a Washington
limited liability company
Grantee: LEXI, LLC, a Washington limited liability company
Legal Description: Parcel A of City of Auburn Declaration of Lot Combination
BLA 19-0005, recorded May 9, 2019 under King County
recording number 20190509000812, also known as Block 7,
Map of L.W. Ballard’s Park Addition to Slaughter, according
to the Plat Thereof recorded in Volume 3 of Plats, Page 91,
records of King County, Washington; together with the
vacated West 10 feet of Silver Street (now “A” Street NW)
adjoining, except that portion conveyed to the City of
Auburn by Deed recorded November 18, 2009 under King
County recording number 20091118001497.
Tax Parcel Nos.: 0492000460, 0492000461 and 0492000463
Related Documents: 20100514000044
Page 50 of 115
2
AMENDED AND RESTATED
DEVELOPMENT RIGHTS AGREEMENT
This AMENDED AND RESTATED DEVELOPMENT RIGHTS AGREEMENT
(“Agreement”) is entered into as of January ___, 2020, by and between THE CITY OF
AUBURN, a code city of the state of Washington (“City”), AUBURN PROFESSIONAL
PLAZA, LLC, a Washington limited liability company (“APP”), and LEXI, LLC, a
Washington limited liability company (“Lexi”), with reference to the following facts:
INTRODUCTION
I. On May 14, 2010, a Development Rights Agreement was entered into by and
between the City, as Grantor, and APP, as Grantee, which Development Rights Agreement
was recorded under King County recording number 20100514000044 (“Original DRA”).
II. On January 31, 2019, APP assigned all of its right, title, powers and interest as
Grantee under the Original DRA to Lexi, as reflected in the Assignment of Grantee’s
Interest in Development Rights Agreement recorded under King County recording number
20190131000785.
III. On February 1, 2019, a Memorandum of Exercise of Grantee’s Rights Pursuant to
Development Rights Agreement was recorded under King County, Washington recording
number 201902013000726.
IV. Notwithstanding its assignment referenced in Introduction II, APP retained rights as
a Condo Unit Owner in the APP Parking Spaces.
V. The City, APP and Lexi wish to amend the Original DRA and restate it, with
changes, in its entirety.
RECITALS
A. A Parking Easement Agreement was entered into as of November 17, 2009 by and
between APP, as Grantor, and APP, as Grantee, and recorded under King County,
Washington recording number 20091118001355 (“PEA”).
B. The PEA granted to APP an easement and right to use one hundred twenty (120)
automobile parking spaces (the “Parking Spaces”) on the “Grantor Property,” commonly
referred to as the Mel’s Property. The Mel’s Property is now legally described as Parcel A
Page 51 of 115
3
of City of Auburn Declaration of Lot Combination BLA 19-0005, recorded May 9, 2019
under King County recording number 20190509000812, also known as Block 7, Map of
L.W. Ballard’s Park Addition to Slaughter, According to the Plat Thereof recorded in
Volume 3 of Plats, Page 91, records of King County, Washington; together with the
vacated West 10 feet of Silver Street (now “A” Street NW) adjoining, except that portion
conveyed to the City of Auburn by Deed recorded November 18, 2009 under King County
recording number 20091118001497. The Mel’s Property is listed by the King County Tax
Assessor as Assessor’s Parcel Nos. 0492000460, 0492000461 and 0492000463.
C. The “Grantee Property” described in the PEA, together with the appurtenant
easement rights granted to that real property in the PEA, was submitted by APP on May
12, 2010 to condominium status in a Condominium Declaration for One Main Street
Professional Plaza, a Condominium, under King County recording number
20100512000511 (the “One Main Declaration”), together with a Survey Map and Plans
recorded under King County recording number 20100512000510. Article 8 of the One
Main Declaration assigned the one hundred twenty (120) parking spaces that were the
subject of the PEA as Limited Common Elements to specific Units in the One Main Street
Professional Plaza Condominium in Schedule B to the One Main Declaration, as amended.
D. On May 14, 2010, the City acquired fee simple title to the Mel’s Property from
APP in a Statutory Warranty Deed under King County recording number
20100514000042. Also, on May 14, 2010, the Original DRA was entered into by and
between the City, as Grantor, and APP, as Grantee. Among other things, the Original DRA
granted to APP the right to reacquire and develop the Mel’s Property “in any manner that
Grantee shall determine in its sole judgment,” subject to the provisions of the Original
DRA and applicable law.
E. On August 28, 2013, in conjunction with the sale by the City to APP of what was
then-designated as Unit 380 described in the One Main Declaration, seven (7) of the one
hundred twenty (120) Limited Common Element parking spaces that were the subject of
the PEA and were assigned to City-owned Units in the One Main Street Professional Plaza
Condominium were reassigned to APP-owned Unit 162 in the One Main Street
Professional Plaza Condominium. (See Warranty Deed recorded under King County
recording number 20130828001054 and Amendment No. 1 to Condominium Declaration
for One Main Street Professional Plaza a Condominium, King County recording number
20130828001056.) These seven (7) parking spaces are referred to as the “APP Parking
Spaces,” the remaining one hundred thirteen (113) parking spaces assigned to City-owned
Units in the One Main Street Professional Plaza Condominium are referred to as the “City
Page 52 of 115
4
Parking Spaces” and, together the APP Parking Spaces and the City Parking Spaces are
referred to as the “Condo Parking Spaces.”
F. On October 2, 2017, APP filed with the City a Completed Environmental Checklist
Application, a Preliminary Stormwater Site Plan including a Preliminary Geotechnical
Engineering Report, a Traffic Impact Analysis, a Rough Grading and TESC Plan, and
related submittals for that certain First Street Plaza Medical Office & Parking Garage
project (“First Street Plaza”) on the Mel’s Property, consisting of site preparation and
construction of a four-story private parking structure for approximately 204 vehicles and a
separate, three-story approximately 42,000 square foot medical office building. On
September 17, 2018, the City issued Notice of Application (NOA) and Mitigated
Determination of Non-Significance (MDNS) First Street Plaza Medical Office & Parking
Garage SEP17-0018. No appeals were timely filed and the MDNS became the final
decision of the City.
G. On November 1, 2018, APP filed Application No. MIS18-0016 with the City for
Design Review approval of First Street Plaza. Based on supporting documents and
revisions filed in January, February and April 2019, the project consisted of site
preparation and construction of a four-story private parking structure for approximately
192 vehicles and a separate, three-story approximately 42,000 square foot medical office
building on the Mel’s Property.
H. On January 30, 2019, APP notified the City of its election to exercise its rights
under Paragraphs 1 and 2 of the Original DRA. Paragraph 1 of the Original DRA relates to
development of the Mel’s Property. Paragraph 2 of the Original DRA relates to providing
Substituted Property for the 120 parking spaces on the Mel’s Property.
I. On January 31, 2019, APP assigned all of its right, title, powers and interest as
Grantee under the Original DRA to Lexi, as reflected in the Assignment of Grantee’s
Interest in Development Rights Agreement under King County recording number
20190131000785. On February 1, 2019, a Memorandum of Exercise of Grantee’s Rights
Pursuant to Development Rights Agreement was recorded under King County recording
number 201902013000726.
J. On February 14, 2019, Lexi filed Building Permit Application File No. BLD19-
0021. On March 14, 2019, the City advised Lexi that the Building Permit Application File
No. BLD19-0021 was complete and, subject to fulfillment of other conditions, could be
approved.
Page 53 of 115
5
K. On February 14, 2019, Lexi notified the City that the initial development of the
Mel’s Property would consist of two tall decorative railroad signs as more particularly
described in Building Permit Application File No. BLD19-0021, with additional
development consisting of First Street Plaza, and requested that the City convey fee simple
title to the Mel’s Property to Lexi as provided in the Original DRA. The February 14,
2019 notice identified the Substituted Property proposed to be provided by Lexi pursuant
to Paragraph 2 of the Original DRA, consisting of the “Alley Lots” (also known from time
to time as the “A Street Parcels,)” the “C Street Parcel,” and the “Auburn Way North
Parcel.”
L. On February 14, 2019, Lexi filed applications to develop parking lots on the Alley
Lots (FAC19-0009), the C Street Parcel (FAC19-0008) and the Auburn Way North Parcel
(FAC19-0007). On February 15, 2019, the City advised Lexi that those applications were
complete. (On April 12, 2019, Lexi notified the City that it intended to withdraw its
application to develop a parking lot on the Auburn Way North Parcel and was adding
additional contiguous parcels to the C Street Parcel “C Street Parcels”).)
M. On or about February 18, 2019, Lexi filed applications for deferral of half-street
improvements for the Alley Lots (SDR19-0006) and the C Street Parcels (SDR19-0005).
On March 1, 2019, the Auburn City Engineer issued decisions denying Lexi’s requests.
N. On February 28, 2019, the Central Puget Sound Regional Transit Authority
(“Sound Transit”) adopted Resolution No. R2019-05 authorizing Sound Transit’s chief
executive officer to acquire the Mel’s Property and all property rights therein by purchase
or condemnation proceedings, and to reimburse eligible relocation and reestablishment
expenses, for the purpose of constructing a new parking garage on the Mel’s Property for
Sound Transit’s Auburn Station Parking and Access Improvements Project.
O. On March 4, 2019, the City responded to Lexi’s February 14, 2019 notice and
request, indicating that the City was unable to convey title at that time because (i) Building
Permit BLD19-0021 was not yet issued or ready for issuance, (ii) an assignment or
dedication of funds to pay for the development had not yet been provided, and (iii) permits
for development of the Substituted Property under Paragraph 2 of the Original DRA were
not yet issued or ready for issuance.
P. On March 29, 2019, Lexi appealed the City Engineer’s March 1, 2019 decisions
denying deferral of half-street improvements for the Alley Lots (SDR19-0006) and the C
Street Parcels (SDR19-0005). On April 19, 2019, the City’s Director of Public Works
issued decisions affirming and modifying the City Engineer’s March 1, 2019 decisions
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denying deferral of half-street improvements. On May 17, 2019, Lexi appealed the April
19, 2019 decisions of the City’s Director of Public Works to the City Hearing Examiner.
Those appeals are pending as of the date of this Agreement (the “Pending Appeals”).
Q. On July 26, 2019, the City’s Director of Community Development issued a Notice
of Decision on Application No. MIS18-0016 approving the Design Review for First Street
Plaza, subject to conditions. No appeals were timely filed and the Notice of Decision
became the final decision of the City.
R. On July 30, 2019, the City issued Building Permit BLD19-0021 to Lexi.
S. On November 25, 2019, Sound Transit indicated by letter that it will provide 120
parking spaces to replace the Condo Parking Spaces in the new parking garage it proposes
to construct on the Mel’s Property.
AGREEMENT
In consideration of the covenants and promises contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lexi, APP and the City enter into this Amended and Restated Development
Rights Agreement, as follows:
1. Conveyance of Mel’s Property. Within ten (10) days after the date of City Council
approval of this Agreement, the City shall submit into escrow an executed Statutory
Warranty Deed in the form attached as Exhibit A, conveying title to the Mel’s Property to
Lexi. Title to the Mel’s Property will be conveyed to Lexi subject only to the PEA and the
Title Exceptions attached as Exhibit B. Lexi shall pay all applicable real estate transfer
excise tax (if any), recording and escrow fees, and title insurance premiums. Subject to the
PEA and the Title Exceptions, Lexi will be entitled to possession of the Mel’s Property on
closing.
2. Development of the Mel’s Property. As part of its fee ownership, Lexi shall have
the exclusive right from time to time to develop and redevelop the Mel’s Property as First
Street Plaza or in any other manner that Lexi shall determine in its sole judgment, subject
to: (a) the provisions of this Agreement; (b) the provisions of the PEA; and (c) compliance
with all applicable governmental codes, laws, and regulations. In connection with any such
development or redevelopment of the Mel’s Property Lexi may leave the Condo Parking
Spaces in their current locations or change their locations on the Mel’s Property. In any
such development or redevelopment in which the Condo Parking Spaces are not intended
Page 55 of 115
7
to remain in their current locations, Lexi shall, except as otherwise provided hereinafter, at
its expense, relocate from time to time the Condo Parking Spaces within any such
development or redevelopment on the Mel’s Property. The City and APP, as owners of
Units in the One Main Street Professional Plaza Condominium to which the City Parking
Spaces are assigned, shall provide written consent to all necessary or appropriate
development applications and related documents submitted by Lexi to governmental
authorities. Provided, that nothing in this Agreement shall obligate the City to exercise any
of its regulatory powers in favor of Lexi, and Lexi is not relieved of its obligations to
obtain any necessary permits. The City, APP and Lexi shall from time to time execute an
amendment to this Agreement showing the relocation of the Condo Parking Spaces, and
once the replacement Condo Parking Spaces have been completed, the parties shall amend
the PEA to reflect the relocated Condo Parking Spaces and to set forth terms and
provisions pertaining to operating expenses, management, insurance and indemnity
comparable to those set forth herein. Further, the City, APP and/or Lexi, as applicable, as
members of the owners association of One Main Street Professional Plaza, a
Condominium, shall also from time to time execute and record amendments to the
Condominium Documents of One Main Street Professional Plaza necessary to show the
relocated Condo Parking Spaces that are associated with the affected Units in said
Condominium. Neither the City nor APP shall have the right to develop the Mel’s
Property while Lexi is the fee owner.
3. Deposit of Funds. Within five (5) days after the date of City Council approval
hereof, Lexi shall deposit the sum of fifteen thousand and no/100 dollars ($15,000.00) into
a segregated bank account at Umpqua Bank, Auburn, Washington branch to cover the
anticipated costs to construct the development authorized under Building Permit
Application File No. BLD19-0021. Lexi shall cause Umpqua Bank to provide the City
with an Assignment of Funds on the City’s standard form in connection with the bank
account, evidencing that the funds are on deposit and cannot be withdrawn absent City
written consent.
4. Deletion of Paragraph 2 of the Original DRA, and Withdrawal of Election Under
Original DRA ¶2. Paragraph 2 (along with the entirety) of the Original DRA has been
deleted effective as of the date of recordation of this Agreement. Further, the City
acknowledges that, as of the effective date of this Agreement, APP’s January 30, 2019
election to exercise its rights under Paragraph 2 of the Original DRA is withdrawn and of
no further effect. APP’s election to exercise its rights under Paragraph 1 of the Original
DRA remains effective except as modified by this Agreement.
5. Amendment of Parking Easement Agreement. On approval of this Agreement by
the Auburn City Council, the parties shall execute and submit into escrow an amendment
to the PEA in the form attached as Exhibit C.
Page 56 of 115
8
6. Operations. If there are more parking spaces in the development on the Mel’s
Property than the one hundred twenty (120) Condo Parking Spaces required to be provided by
Lexi for the benefit of the City and APP as owners of the Condo Units under this Agreement,
the term “Parking Lot” shall mean the parking garage or facility in that development or on the
property. Lexi shall reasonably determine the portion of the Operating Expenses allocable to
the Parking Lot and the parties shall share such costs based upon the number of parking
spaces allocated to each of Lexi, the City and APP.
(a) “Operating Expenses” means all costs and expenses incurred in
connection with: (i) all utility services provided to the Parking Lot; (ii) all permits,
licenses and certificates necessary to operate, manage, maintain and repair the Parking
Lot; (iii) all Insurance Costs; (iv) the purchase or rental of supplies, tools, equipment
and materials to the extent they are used in connection with the use, operation,
maintenance, repair or restoration of the Parking Lot; (v) expenses incurred in order to
comply with any laws, regulations or governmental requirements of any kind; (vi)
wages, salaries and other compensation and benefits for all persons, only to the extent
that they were engaged in connection with the operation, maintenance, repair, or
restoration of, and providing security services for the Parking Lot, including
employer’s Social Security taxes, unemployment taxes or insurance, and any other
taxes which may be levied on those wages, salaries, compensation and benefits; (vii)
all Property Taxes; (viii) all operating costs of the Parking Lot and all systems and
equipment servicing the Parking Lot and component services, including, but not
limited to, janitorial service, security, trash removal, cleaning, management,
maintenance, repair and replacement of lighting, gates, fences, barriers, signs,
walkways, driveways, curbs, security and access equipment, devices, and systems, and
drainage facilities; (ix) resurfacing, repair, repaving and re-striping of the Parking Lot
and the surrounding areas and sidewalks providing access thereto; (x) removal of ice
and snow from the Parking Lot and its entrances and exits; and (xi) any service or
maintenance contracts related to the operation, maintenance, repair, or restoration of
the Parking Lot.
(b) “Property Taxes” means all federal, state, county or local
governmental or municipal taxes, assessments, levies, fees, charges or other
impositions of every kind and nature levied against the Parking Lot including, without
limitation, real and personal property taxes, general and special assessments, transit
taxes, water and sewer rent or other similar taxes, fees or changes in taxes assessed in
lieu of any of the foregoing. If the Property Taxes for Condo Parking Spaces are
separately assessed against Lexi, and the remainder of the Mel’s Property is separately
assessed, then Property Taxes shall not be part of Operating Expenses that are to be
paid proportionately. The parties each agree to cooperate with the other, including
attending meetings with the tax assessor, to facilitate such separate assessment or an
accurate billing and calculation of Property Taxes as contemplated by this Agreement.
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(c) “Insurance Costs” means all property and liability insurance premiums
with respect to the Parking Lot required to be carried by Lexi as provided below,
including any deductibles incurred in connection with any covered loss.
(i) Lexi shall maintain or cause to be maintained, subject to
reasonable deductibles as Lexi may determine, property insurance on the
Parking Lot in an amount not less than 100% of the full replacement cost of
such improvements, without deduction for depreciation, including the cost of
debris removal, insuring against loss or damage by fire and such other risks as
may be covered from time to time by a “Causes of Loss–Special Form” policy
or its equivalent and those other insurable hazards and containing those
additional coverages and endorsements as the parties or their respective
lenders may request from time to time. The property insurance may cover
loss due to earthquake, earth movement and/or flood, as determined by
Lexi. Lexi may maintain this property insurance in whole or in part under
blanket policies. The cost of the property insurance, including any deductibles
paid and any earthquake, earth movement and/or flood insurance premiums,
shall be included as part of the Operating Expenses; provided the cost of any
additional coverages and endorsements requested by the City or APP shall not
be part of Operating Expenses, but paid solely by the requesting party.
(ii) Lexi, on behalf of the parties, shall at all times, at its sole cost
and expense, keep in full force and effect a policy of commercial general
liability insurance insuring against claims or liability arising out of the use
or maintenance of the Parking Lot in an amount which is not less than Two
Million Dollars ($2,000,000.00) per occurrence, covering bodily injury to
persons, including death, and damage to property, and including automobile
liability coverage and contractual liability endorsement; shall insure the
hazards of the insured party's operations on the Parking Lot, including the
acts of its independent contractors; and shall name the other parties to this
Agreement as an “additional insured.” Notwithstanding the foregoing, if a
party is the City of Auburn, (the “Governmental Owner”) insurance for all
of the Condo Parking Spaces may be completely met by the Governmental
Owner's membership in the Washington Cities Insurance Authority
(”WCIA”), a municipal insurance pool. So long as the Governmental
Owner is providing the insurance for all of the Condo Parking Spaces,
through WCIA, the Governmental Owner will not be required to provide
policies or certificates of insurance, and will not be required to name Lexi,
APP or any other party or person as an “additional insured”, “additional
named insured”, “named insured,” “loss payee,” or any similar designation.
The Governmental Owner shall provide reasonable evidence of its
continued participation in WCIA on request of another party.
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10
(iii) The parties, in the exercise of their commercial business
judgment, acknowledge that the use of insurance is the best way to protect
against the risk of loss to their respective properties and economic interests.
Accordingly, (a) the City hereby waives its right of recovery, claims, actions
or causes of action against APP and Lexi for loss or damage to the Mel’s
Property or the Parking Lot, or any personal property therein belonging to the
City and its officers, employees, and agents (collectively, the “City Parties”)
to the extent of any insurance proceeds paid to the party suffering the loss and
any additional insurance proceeds that would have been paid to the party
suffering the loss had the insurance required under this Agreement been
carried by such party; (b) Lexi hereby waives its right of recovery, claims,
actions or causes of action against the City and APP for loss or damage to the
Mel’s Property or the Parking Lot, or any personal property therein belonging
to Lexi and its officers, employees, members, and agents (“Lexi Parties”) to
the extent of any insurance proceeds paid to the party suffering the loss and
any additional insurance proceeds that would have been paid to the party
suffering the loss had the party obtained the same insurance coverage required
under this Agreement had been carried, and (c) APP hereby waives its right of
recovery, claims, actions or causes of action against the City and Lexi for loss
or damage to the Mel’s Property or the Parking Lot, or any personal property
therein belonging to APP and its officers, employees, members, and agents
(“APP Parties”) to the extent of any insurance proceeds paid to the party
suffering the loss and any additional insurance proceeds that would have been
paid to the party suffering the loss had the party obtained the same insurance
coverage required under this Agreement had been carried. Each party shall
cause any insurance policy obtained by it (including the insurance required
under this Article 6) to provide that the insurance company waives all right to
recover by way of subrogation against the other.
(d) Subject to the waiver of claims hereinabove provided, (i) the City
shall defend, indemnify and hold harmless Lexi and APP from and against all claims,
demands, losses, liabilities, damages, actions, proceedings, expenses and costs
(including reasonable attorneys’ fees and costs of suit) of any nature whatsoever
brought by third parties and arising out of or resulting from the City’s use of the
Parking Lot, or from any other activity, work, or thing done, permitted or suffered by
the City in, on or about the Mel’s Property; (b) Lexi shall defend, indemnify and hold
harmless the City and APP from and against all claims, demands, losses, liabilities,
damages, actions, proceedings, expenses and costs (including reasonable attorneys’
fees and costs of suit) of any nature whatsoever brought by third parties and arising
out of or resulting from Lexi’s use of the Parking Lot, or from any other activity,
work, or thing done, permitted or suffered by the Lexi in, on or about the Mel’s
Property, and (c) APP shall defend, indemnify and hold harmless the City and Lexi
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11
from and against all claims, demands, losses, liabilities, damages, actions,
proceedings, expenses and costs (including reasonable attorneys’ fees and costs of
suit) of any nature whatsoever brought by third parties and arising out of or resulting
from APP’s use of the Parking Lot, or from any other activity, work, or thing done,
permitted or suffered by the Lexi in, on or about the Mel’s Property. In the event of
concurrent negligence, the indemnifying party shall only be liable for that portion of
liability related to the percentage of its respective negligence or misconduct.
7. Condemnation. If Sound Transit or another governmental authority acquires the
Mel’s Property by eminent domain or otherwise, Lexi, as the fee owner, shall have the sole
right and authority to negotiate with Sound Transit regarding the price and terms of
acquisition and the sole right to establish, through agreement or litigation, the amount of
just compensation to be paid for the Mel’s Property. Provided, however, that the City and
APP shall have the right to establish through negotiation, agreement, or litigation with
Sound Transit the amount to be paid to each of them for any damages to the value of their
respective Condominium Units.
If Sound Transit or another governmental authority acquires the Mel’s Property by eminent
domain or otherwise and constructs a parking garage on the Mel’s Property and provides a
total of one hundred twenty (120) parking spaces in that garage as replacement parking
under the PEA for the benefit of APP and the City as Condo Unit Owners, the parties agree
to modify the Condo Declarations so that the City shall be assigned one hundred thirteen
(113) and APP shall be assigned seven (7) parking spaces in the garage to replace the
existing Condo Parking Spaces.
If Sound Transit or another governmental authority acquires the Mel’s Property through
eminent domain or otherwise and provides one hundred twenty (120) replacement parking
spaces on the Mel’s Property, all compensation of any kind or nature paid or given by
Sound Transit for and/or in connection with any acquisition of the Mel’s Property, other
than provision to the City of one hundred thirteen (113) and to APP of seven (7) parking
spaces on the Mel’s Property and any compensation paid for damages to the value of the
City’s and APP’s respective Condominium Units, shall be payable to Lexi alone and the
City and APP shall have no right, claim or interest in that compensation.
If Sound Transit or another governmental authority acquires the Mel’s Property through
eminent domain or otherwise but does not provide one hundred twenty (120) replacement
parking spaces on the Mel’s Property and instead provides such replacement parking
spaces in a location other than the Mel’s Property that is of lesser value to the City and
APP for their intended use, then the compensation paid by Sound Transit or such other
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12
condemning authority for the diminished value to the Condominium Units and for any
other damages to the Condominium Units resulting from relocation of the parking spaces
shall be paid ninety-four percent (94%) to the City and six percent (6%) to APP, in
proportion to their respective shares of the 120 Condo Parking Spaces, and all other
compensation paid for the taking of the Mel’s Property shall be paid to Lexi.
If Sound Transit or another governmental authority acquires the Mel’s Property through
eminent domain or otherwise but does not provide one hundred twenty (120) replacement
parking spaces on the Mel’s Property or elsewhere, then the compensation paid by Sound
Transit or such other condemning authority for the cost to secure replacement parking
spaces elsewhere and the diminished value to the Condominium Units and for any other
damages to the Condominium Units resulting from relocation of the parking spaces shall
be paid ninety-four percent (94%) to the City and six percent (6%) to APP, in proportion to
their respective shares of the 120 Condo Parking Spaces, and all other compensation paid
for the taking of the Mel’s Property shall be paid to Lexi.
8. Further Approvals and Documentation. This Agreement shall become effective on
the effective date of approval by the City Council and signature of the parties. The parties
will execute and deliver those other and further documents reasonably required to carry out
the intent of this Agreement.
9. Suspension and Dismissal of Pending Appeals. The parties agree to suspend the
Pending Appeals pending approval of this Agreement by the Auburn City Council and to
jointly notify the Hearing Examiner of the agreement and request. On approval of this
Agreement by the Auburn City Council, Lexi will promptly dismiss the Pending Appeals
and release the City from all claims related to the Pending Appeals, in the form attached as
Exhibit D.
10. Construction. This Agreement was negotiated, drafted, and approved by the
Parties. Any rule that would otherwise require an ambiguity in this Agreement to be
construed against the drafting party is waived.
11. Attorneys' Fees. In connection with this Agreement and its performance, Lexi,
APP and the City shall each pay their own attorney's fees. If there is any default or other
breach by a party to this Agreement, the prevailing party shall be entitled to recover
attorney's fees in any action to enforce the provisions of this Agreement. "Attorney's fees"
means all reasonable legal fees and charges, including but not limited to appellate fees and
charges, paralegal fees and charges, court, filing, and process fees, marshal's and sheriffs’
fees and charges, investigative fees and charges, and all other related sums.
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13
12. Force Majeure. Any delay in the performance of any obligation under this
Agreement shall be excused, if and so long as the performance of the obligation is
prevented, delayed or otherwise hindered by any act not within the control of a party (other
than lack or inability to procure money to fulfill its commitments and obligations under this
Agreement) such as fire, earthquake, flood, explosion, actions of the elements, war, riots,
mob violence, inability to procure labor, equipment, facilities, materials or supplies in the
open market, failure of transportation, strikes, lockouts, actions of labor unions,
condemnation, court orders, operation of laws, orders of governmental or military
authorities.
13. Severability. If any one or more of the provisions of this Agreement, or the
applicability of any provision to a specific situation, shall be held invalid or unenforceable,
that provision shall be modified to the extent necessary to make it or its application valid
and enforceable, and the validity and enforceability of all other provisions of this
Agreement and all other applications of any such provision shall not be affected.
14. Governing Law. This Agreement shall be governed and interpreted solely by the
laws of the State of Washington. Venue for any action shall solely be in King County,
Washington.
15. Recitals and Captions. The Introduction and Recitals are an integral part of this
Agreement and are incorporated herein for the purpose of interpreting this Agreement.
Captions of Sections and subsections of this Agreement are for convenience only and shall
not be considered in resolving any questions of interpretation or construction of any term,
covenant or provision.
16. Time. Time is of the essence of this Agreement and of each and very provision
hereof.
17. Agreement Supersedes the Original DRA. This Amended and Restated
Development Rights Agreement supersedes and replaces the Original DRA in its entirety,
and contains the complete agreement of the parties with respect to the subject matter of the
Agreement.
18. Non-Waiver. No covenant, term or condition of this Agreement (including breach)
shall be deemed waived unless expressly waived in a written instrument executed by the
waiving party specifically reciting the covenant, term or condition (including breach) being
Page 62 of 115
14
waived, and any waiver of one covenant, term, condition or breach, shall not be deemed to
be a waiver of any preceding or succeeding, covenant, term, condition, or breach.
19. Notices. All notices and other communications given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered in person to the party
to whom it is addressed or two (2) business days after deposit in the U.S. mail, postage
prepaid, certified or registered mail, return receipt requested at the following addresses:
Lexi: Lexi, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
Attn: President
With concurrent copies to:
Lexi LLC c/o Michael John Klein. CPA
30300 Agoura Road, Suite 270
Agoura Hills, California 91301
And to:
Lexi LLC c/o Anthony L. Rafel, Esq.
Rafel Law Group PLLC
4126 E. Madison St. Ste. 202
Seattle, Washington 98112
APP: Auburn Professional Plaza, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
Attn: President
With concurrent copies to:
Auburn Professional Plaza, LLC c/o Michael J Klein. CPA
30300 Agoura Road, Suite 270
Agoura Hills, California 91301
And to:
Auburn Professional Plaza, LLC c/o Anthony L. Rafel, Esq.
Rafel Law Group PLLC
Page 63 of 115
15
4126 E. Madison St. Ste. 202
Seattle, Washington 98112
City of Auburn:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Mayor
With concurrent copies to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Director of Administration
And to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: City Attorney
or to any other or additional addresses as any party may from time to time designate by
providing notice in writing to the other parties.
[This page ends here.]
Page 64 of 115
16
IN WITNESS WHEREOF, Lexi, LLC, Auburn Professional Plaza, LLC and the
City of Auburn have duly executed this Agreement as of the day and year first written
above.
LEXI, LLC
a Washington limited liability company
By: Oliphant Real Estates Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey L. Oliphant, President
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Jeffrey
L. Oliphant, satisfactorily proven to me to be the person whose name is subscribed to the
within instrument and acknowledged that he executed the same in his authorized capacity,
and that by his signature on the instrument the person(s), or the entity upon behalf of which
he acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
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17
AUBURN PROFESIONAL PLAZA, LLC
a Washington limited liability company
By: Oliphant Real Estates Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey L. Oliphant, President
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Jeffrey
L. Oliphant, satisfactorily proven to me to be the person whose name is subscribed to the
within instrument and acknowledged that he executed the same in his authorized capacity,
and that by his signature on the instrument the person(s), or the entity upon behalf of which
he acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
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THE CITY OF AUBURN, WASHINGTON
a municipal corporation
By:
Nancy Backus, Mayor
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Nancy
Backus, satisfactorily proven to me to be the person whose name is subscribed to the
within instrument and acknowledged that she executed the same in her authorized capacity,
and that by her signature on the instrument the person(s), or the entity upon behalf of
which she acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
Page 67 of 115
da03es01qr
EXHIBIT A
[Statutory Warranty Deed from City to Lexi]
Page 68 of 115
City of Auburn/Lexi
DRAFT 01.03.20
Page 1 of 2
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn, WA 98001
Above this line reserved for recording information.
STATUTORY WARRANTY DEED
Reference # (if applicable): 20091118001497; 20091118001355
Grantor: City of Auburn, a Washington Municipal Corporation
Grantee: Lexi, LLC, a Washington Limited Liability Company
Abbreviated Legal Description: PTN SE ¼, NE ¼, SEC. 13, T21N, R4E, WM
Assessor’s Tax Parcel ID#: 049200-0460; 049200-0461; 049200-0463
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Grantor, the City of
Auburn, a municipal corporation of the State of Washington conveys and warrants to Lexi,
LLC, a Washington limited liability company (“Grantee”), its successors and assigns, the
property legally described as follows:
BLOCK 7 IN L.W. BALLARD’S PARK ADDITION TO SLAUGHTER, ACCORDING
TO THE PLAT THEREOF, RECORDED IN VOLUME 3 OF PLATS, PAGE 91, IN
KING COUNTY, WASHINGTON;
TOGETHER WITH THE VACATED WEST 10 FEET OF SILVER STREET (NOW “A”
STREET N.W.) ADJOINING;
EXCEPT THAT PORTION CONVEYED TO THE CITY OF AUBURN BY DEED
RECORDED NOVEMBER 18, 2009, UNDER RECORDING NUMBER
20091118001497.
SUBJECT TO that Parking Easement Agreement dated November 17, 2009 under
Recording Number 20091118001355, as amended by the Development Rights Agreement
dated May 14, 2010 under Recording Number 20100514000044, and the First Amendment
to the Parking Easement Agreement dated _________, 2020 under Recording Number
2020______________.
Page 69 of 115
City of Auburn/Lexi
DRAFT 01.03.20
Page 2 of 2
IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed
by its proper officer(s) this _____ day of ______________, 2020.
Grantor:
CITY OF AUBURN,
WASHINGTON
a Washington municipal corporation
_____________________________
By: Nancy Backus, Mayor
STATE OF WASHINGTON )
) ss.
County of King )
On this ___ day of __________, 2020, before me personally appeared Nancy
Backus, to me known to be the Mayor of the city of Auburn, Washington, the entity that
executed the within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said entity, for the uses and purposes therein mentioned,
and on oath stated that she was authorized to execute said instrument on behalf of said
entity.
In Witness Whereof I have hereunto set my hand and affixed my official seal the
day and year first above written.
Dated ______________
Notary Public in and for the State of
Washington, residing at
My commission expires
Page 70 of 115
da03es01qr
EXHIBIT B
[Title Exceptions]
Page 71 of 115
CHICAGO TITLE COMPANY OF WASHINGTON COMMITMENT NO.193924-TC
SCHEDULE B, PART II
EXCEPTIONS
(continued)
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the
Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; Schedule B, Part II-Exceptions; and a
counter-signature by the Company or its issuing agent that may be in electronic form.
Copyright American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use.
All other uses are prohibited. Reprinted under license from the American Land Title Association.
ALTA Commitment for Title Insurance (08/01/2016)Printed: 10.07.19 @ 06:36 PM
Page 8 WA-CT-FBCM-02150.620753-SPS-1-19-193924-TC
SPECIAL EXCEPTIONS
1.Covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, dedications, building
setback lines, notes, statements, and other matters, if any, but omitting any covenants or restrictions, if any,
including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital
status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal
laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on survey:
Recording No: 20040322900011
2.Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:
Granted to: Puget Sound Energy, Inc.
Purpose: Electric transmission and/or distribution system and sale of electricity
Recording Date: October 27, 2009
Recording No.: 20091027001708
Affects: the North 13.00 feet of the East 15.00 feet of Parcel C
3.Parking Easement Agreement and the terms and provisions thereof:
Executed by: Auburn Professional Plaza LLC, a Washington limited liability company
Recording Date: November 18, 2009
Recording No.: 20091118001355
4.Storm Water Easement and Maintenance Agreement and the terms and provisions thereof:
Executed by: City of Auburn, a municipal corporation and Auburn Professional Plaza. LLC
Recording Date: November 18, 2009
Recording No.: 20091118001493
5.Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:
Granted to: City of Auburn
Purpose: Water line and appurtenances
Recording Date: November 18, 2009
Recording No.: 20091118001494
Affects: portion on easterly portion of Parcel C as described and delineated in said document
Page 72 of 115
CHICAGO TITLE COMPANY OF WASHINGTON COMMITMENT NO.193924-TC
SCHEDULE B, PART II
EXCEPTIONS
(continued)
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the
Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; Schedule B, Part II-Exceptions; and a
counter-signature by the Company or its issuing agent that may be in electronic form.
Copyright American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use.
All other uses are prohibited. Reprinted under license from the American Land Title Association.
ALTA Commitment for Title Insurance (08/01/2016)Printed: 10.07.19 @ 06:36 PM
Page 9 WA-CT-FBCM-02150.620753-SPS-1-19-193924-TC
6.Local Improvement District No Protest Agreement and the terms and provisions thereof:
Executed by: City of Auburn, a municipal corporation and Auburn Professional Plaza, LLC
Recording Date: November 18, 2009
Recording No.: 20091118001495
7.Agreement for Deferral of Improvements and the terms and provisions thereof:
Executed by: City of Auburn, a municipal corporation and Auburn Professional Plaza, LLC
Recording Date: November 18, 2009
Recording No.: 20091118001496
8.Revocable License for Pedestrian and Vehicular Access
Recording Date: February 18, 2010
Recording No.: 20100218000151
9.Development Rights Agreement and the terms and provisions thereof:
Executed by: City of Auburn and Auburn Professional Plaza LLC, a Washington limited liability company
Recording Date: May 14, 2010
Recording No.: 20100514000044
The right, title and interest of Auburn Professional Plaza LLC in said agreement was assigned to Lexi, LLC, a
Washington limited liability company by instrument recorded under recording number 20190131000785.
Memorandum of exercise of grantee's rights pursuant to development rights agreement
Recording Date: February 13, 2019
Recording No.: 20190213000726
10.Covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, dedications, building
setback lines, notes, statements, and other matters, if any, but omitting any covenants or restrictions, if any,
including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital
status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal
laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on survey:
Recording No: 20190122900008
Page 73 of 115
CHICAGO TITLE COMPANY OF WASHINGTON COMMITMENT NO.193924-TC
SCHEDULE B, PART II
EXCEPTIONS
(continued)
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the
Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; Schedule B, Part II-Exceptions; and a
counter-signature by the Company or its issuing agent that may be in electronic form.
Copyright American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use.
All other uses are prohibited. Reprinted under license from the American Land Title Association.
ALTA Commitment for Title Insurance (08/01/2016)Printed: 10.07.19 @ 06:36 PM
Page 10 WA-CT-FBCM-02150.620753-SPS-1-19-193924-TC
11.Covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, dedications, building
setback lines, notes, statements, and other matters, if any, but omitting any covenants or restrictions, if any,
including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital
status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal
laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on
Declaration of Lot Combination:
Recording No: 20190509000812
12.The property herein described is carried on the tax rolls as exempt. However, it will become taxable on the date of
the execution of a conveyance to a taxable entity and subject to the lien of real property taxes for the balance of
the year from that date:
Tax Account Numbers: 049200-0460, 049200-0463 and 049200-0461
Levy Code: 0133
13.Conservation and other special taxes and charges, payable February 15, delinquent if first half unpaid on May 1,
second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties):
Year: 2019
Tax Account No.: 049200-0460
Levy Code: 0133
General and Special Taxes:
Billed: $14.74
Paid: $14.74
Unpaid: $0.00
Affects: Portion of herein described premises
14.Conservation and other special taxes and charges, payable February 15, delinquent if first half unpaid on May 1,
second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties):
Year: 2019
Tax Account No.: 049200-0463
Levy Code: 0133
General and Special Taxes:
Billed: $14.64
Paid: $14.64
Unpaid: $0.00
Affects: Portion of herein described premises
Page 74 of 115
CHICAGO TITLE COMPANY OF WASHINGTON COMMITMENT NO.193924-TC
SCHEDULE B, PART II
EXCEPTIONS
(continued)
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the
Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; Schedule B, Part II-Exceptions; and a
counter-signature by the Company or its issuing agent that may be in electronic form.
Copyright American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use.
All other uses are prohibited. Reprinted under license from the American Land Title Association.
ALTA Commitment for Title Insurance (08/01/2016)Printed: 10.07.19 @ 06:36 PM
Page 11 WA-CT-FBCM-02150.620753-SPS-1-19-193924-TC
15.Conservation and other special taxes and charges, payable February 15, delinquent if first half unpaid on May 1,
second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties):
Year: 2019
Tax Account No.: 049200-0461
Levy Code: 0133
General and Special Taxes:
Billed: $14.65
Paid: $14.65
Unpaid: $0.00
Affects: Remainder of herein described premises
16.Liability for Sewer Treatment Capacity Charges, if any, affecting certain areas of King, Pierce and Snohomish
Counties. Said charges could apply to property connecting to the metropolitan sewerage facilities or reconnecting
or changing its use and/or structure after February 1, 1990.
Please contact the King County Wastewater Treatment Division, Capacity Charge Program, for further information
at 206-296-1450 or Fax No. 206-263-6823 or email at CapChargeEscrow@kingcounty.gov.
* A map showing sewer service area boundaries and incorporated areas can be found at:
http://www.kingcounty.gov/services/gis/Maps/vmc/Utilities.aspx
Unrecorded Sewer Capacity Charges are not a lien on title to the Land.
NOTE: This exception will not appear in the policy to be issued.
17.The search did not disclose any open mortgages or deeds of trust of record, therefore the Company reserves the
right to require further evidence to confirm that the property is unencumbered, and further reserves the right to
make additional requirements or add additional items or exceptions upon receipt of the requested evidence.
18.Any unrecorded leaseholds, right of vendors and holders of security interests on personal property installed upon
the Land and rights of tenants to remove trade fixtures at the expiration of the terms.
END OF SCHEDULE B, PART II
Page 75 of 115
da03es01qr
EXHIBIT C
[Amendment to Parking Easement Agreement]
Page 76 of 115
1
AFTER RECORDING RETURN TO:
Auburn Professional Plaza LLC
c/o Michael John Klein, CPA
30300 Agoura Road, Suite 270
Agoura Hills, CA 91301
FIRST AMENDMENT TO PARKING EASEMENT AGREEMENT
Grantor: CITY OF AUBURN; and
LEXI, LLC, a Washington limited liability company
Grantee: AUBURN PROFESSIONAL PLAZA LLC,
a Washington limited liability company; and
ONE MAIN STREET PROFESSIONAL PLAZA OWNERS
ASSOCIATION, a Washington nonprofit corporation
Legal Description: Parcel A of City of Auburn Declaration of Lot Combination
BLA19-0005, recorded May 9, 2019 under King County recording
number 20190509000812, also known as Block 7, Map of L.W.
Ballard’s Park Addition to Slaughter, according to the Plat Thereof
recorded in Volume 3 of Plats, Page 91, records of King County,
Washington; together with the vacated West 10 feet of Silver
Street (now “A” Street NW) adjoining, except that portion
conveyed to the City of Auburn by Deed recorded November 18,
2009 under King County recording number.20091118001497
Tax Parcel Nos.: 0492000460, 0492000461 and 0492000463
Related Documents: 20091118001355, 20100512000511, 20100512000510
Page 77 of 115
2
FIRST AMENDMENT TO
PARKING EASEMENT AGREEMENT
This FIRST AMENDMENT TO PARKING EASEMENT AGREEMENT (“First
Amendment”) is entered into as of January ___, 2020, by and between THE CITY OF
AUBURN, a code city of the state of Washington (“City”), LEXI, LLC, a Washington limited
liability company (“Lexi”), ONE MAIN STREET PROFESSIONAL PLAZA OWNERS
ASSOCIATION, a Washington nonprofit corporation (“One Main”), and AUBURN
PROFESSIONAL PLAZA LLC, a Washington limited liability company (“APP”), with
reference to the following facts:
RECITALS
A. A Parking Easement Agreement was entered into as of November 17, 2009 by and
between Auburn Professional Plaza LLC, as Grantor, and Auburn Professional Plaza LLC, as
Grantee, and recorded under King County recording number 20091118001355 (“PEA”).
B. The PEA granted to APP an easement and right to use one hundred twenty (120)
automobile parking spaces on the “Grantor Property,” commonly referred to as the “Mel’s
Property.” The Mel’s Property is legally described as Block 7, Map of L.W. Ballard’s Park
Addition to Slaughter, According to the Plat Thereof recorded in Volume 3 of Plats, Page 91,
records of King County, Washington; together with the vacated West 10 feet of Silver Street
(now “A” Street NW) adjoining, and is listed as King County Tax Assessor’s Parcel Nos.
0492000460, 0492000461 and 0492000463.
C. The “Grantee Property” described in the PEA, together with the appurtenant easement
rights granted to that real property in the PEA, was submitted by APP on May 12, 2010 to
condominium status in a Condominium Declaration for One Main Street Professional Plaza, a
Condominium, recorded under King County recording number 20100512000511 (the “One Main
Declaration”), together with a Survey Map and Plans recorded in the official records of King
County, Washington under recording number 20100512000510. Article 8 of the One Main
Declaration assigned the 120 parking spaces that were the subject of the PEA as Limited
Common Elements to specific Units in the One Main Street Professional Plaza Condominium in
Schedule B to the One Main Declaration, as amended.
D. On May 14, 2010, the City acquired fee simple title to the Mel’s Property from APP in a
Statutory Warranty Deed recorded under King County recording number 20100514000042.
Also, on May 14, 2010, a Development Rights Agreement was entered into by and between the
City, as Grantor, and APP, as Grantee, and recorded in the official records of King County,
Page 78 of 115
3
Washington under recording number 20100514000044 (“Original DRA”). The Original DRA
granted to APP the right to reacquire and develop the Mel’s Property “in any manner that
Grantee shall determine in its sole judgment,” subject to the provisions of the Original DRA and
applicable law.
E. On August 28, 2013, in conjunction with the sale by the City to APP of what was then-
designated as Unit 380 described in the One Main Declaration, seven (7) of the one hundred
twenty (120) Limited Common Element parking spaces that were the subject of the PEA and
were assigned to City owned Units in the One Main Street Professional Plaza Condominium
were reassigned to APP-owned Unit 162 in the One Main Street Professional Plaza
Condominium. (See Warranty Deed recorded under King County recording number
20130828001054, and Amendment No. 1 to Condominium Declaration for One Main Street
Professional Plaza a Condominium, recorded under King County recording number
20130828001056.) These seven (7) parking spaces are referred to as the “APP Parking Spaces,”
the remaining one hundred thirteen (113) parking spaces assigned to City owned Units in the
One Main Street Professional Plaza Condominium are referred to as the “City Parking Spaces,”
and together the City Parking Spaces and the APP Parking Spaces are referred to as the “Condo
Parking Spaces.”
F. On January 30, 2019, APP notified the City of its election to exercise its rights under the
Original DRA.
G. On January 31, 2019, APP assigned all of its right, title, powers and interest as Grantee
under the Original DRA to Lexi, LLC, a Washington limited liability company (“Lexi”), as
reflected in the Assignment of Grantee’s Interest in Development Rights Agreement recorded
under King County recording number 20190131000785. On February 1, 2019, a Memorandum
of Exercise of Grantee’s Rights Pursuant to Development Rights Agreement was recorded under
King County recording number 201902013000726. Notwithstanding this assignment, APP
retained ownership rights in the APP Parking Spaces on the Mel’s Property.
H. On January ___, 2020, Lexi and the City entered into an Amended and Restated
Development Rights Agreement, which supersedes and replaces the Original DRA in its entirety.
NOW, THEREFORE, in consideration of the covenants and promises contained in this
Agreement and the Amended and Restated Development Rights Agreement Lexi, APP, and the
City amend the PEA as follows:
1. Section 3.1 is amended by adding the following sentences at the end of the section:
Page 79 of 115
4
No Party shall have the right to use the Parking Spaces allocated to it in any manner that
would materially impact the other Parties’ use of the Grantor Property under this
Easement.
2. Section 3.2 is deleted in its entirety.
3. The following new subsections are added to Article 3:
3.6 Restricted Access System. Grantor or Grantee may implement an access card,
sticker or other identification or entrance system; provided (i) the access system does not
restrict continuous access to the Parking Lot by the Grantee Parties designated by
Grantee and (ii) if applicable, Grantor promptly provides Grantee with sufficient parking
identification, key-cards, or other access devices (including temporary passes and
replacements for lost or stolen identification, cards or devices) necessary for continuous
access. Grantor or Grantee may impose a reasonable charge for providing identification,
cards, or devices, provided that charge does not exceed the actual out-of-pocket
administrative and replacement cost incurred in obtaining, operating, managing and
otherwise producing such identification, cards or devices.
3.7 Other Easements. Grantor shall have the right to grant other persons easement
rights on or across the Grantor Property only if those easement rights do not interfere
with the easements and rights granted to Grantees under this Agreement or the rights
granted to Lexi under that certain Amended and Restated Development Rights
Agreement between the City of Auburn and Auburn Professional Plaza, LLC, as Grantor,
and Lexi, LLC, as Grantee.
4. Article 4 is deleted in its entirety.
5. Section 6.7 is deleted in its entirety.
6. Section 7.1 is amended to delete the following words from the first sentence thereof: “or
Grantor provides Substitute Property in which the Parking Spaces are in a garage”.
7. Section 8.3 is deleted in its entirety and replaced with the following new Section 8.3:
8.3 Condemnation Award. Grantee and/or Unit Owners in One Main Street Professional
Plaza, a Condominium, the Declaration of which was recorded under King County
recording number 20100512000511, as their interests may appear, are entitled to receive
and keep all damages, awards or payments resulting from any loss or damage to
Page 80 of 115
5
Grantee’s and/or Unit Owners’ rights under this Agreement, as provided in this
Agreement and the Amended and Restated DRA. Grantee (and/or Unit Owners) may file
a separate claim with the condemning authority for any loss of or damage to Grantee’s
(or Unit Owners’) rights under this Agreement and the Amended and Restated DRA. If
the condemning authority does not enter separate awards for the taking of the Grantor
Property on the one hand and the taking of the Parking Easement on the other hand, or
does not allocate the award between the Grantor Property on the one hand and the
Parking Easement on the other hand, Grantee and/or Unit Owners may request the court
make an allocation of the award as provided in the Amended and Restated DRA.
8. Section 10.4 is deleted in its entirety and replaced with the following new Section 10.4:
10.4 Notices. All notices and other communications given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered in person to the party
to whom it is addressed or two (2) business days after deposit in the U.S. mail, postage
prepaid, certified or registered mail, return receipt requested at the following addresses:
APP: Auburn Professional Plaza, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
Attn: President
With concurrent copies to:
Auburn Professional Plaza, LLC c/o Michael J Klein. CPA
30300 Agoura Road, Suite 270
Agoura Hills, California 91301
And to:
Auburn Professional Plaza, LLC
c/o Anthony L. Rafel, Esq.
Rafel Law Group PLLC
4126 E. Madison St. Ste. 202
Seattle, Washington 98112
City of Auburn:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Mayor
Page 81 of 115
6
With concurrent copies to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: Director of Administration
And to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: City Attorney
Lexi:
Lexi, LLC
P.O. Box 1294
Auburn, Washington 98071-1294
Attn: President
With concurrent copies to:
Lexi, LLC c/o Michael John Klein. CPA
30300 Agoura Road, Suite 270
Agoura Hills, California 91301
And to:
Lexi, LLC c/o Anthony L. Rafel, Esq.
Rafel Law Group PLLC
4126 E. Madison St. Ste. 202
Seattle, Washington 98112
One Main:
One Main Street Professional Plaza Owners Association
P.O. Box 1294
Auburn, Washington 98071-1294
Attn: President
With concurrent copies to:
Page 82 of 115
7
One Main Street Professional Plaza Owners Association
c/o Michael John Klein. CPA
30300 Agoura Road, Suite 270
Agoura Hills, California 91301
And to:
Anthony L. Rafel, Esq.
Rafel Law Group PLLC
4126 E. Madison St. Ste. 202
Seattle, Washington 98112
And to:
City of Auburn
25 West Main Street
Auburn, Washington 98001-4998
Attention: City Attorney
or to such other or additional addresses as any party may from time to time designate by
providing written notice to all other parties.
9. Section 10.5 is deleted in its entirety and replaced with the following new Section 10.5:
10.5 Construction. This Agreement was negotiated, drafted, and approved by the
Parties. Any rule that would otherwise require an ambiguity in this Agreement to be
construed against the drafting party is waived.
10. Except as expressly modified in this Amendment, the PEA shall remain in full force and
effect.
[This page ends here.]
Page 83 of 115
8
IN WITNESS WHEREOF, the parties have duly executed this First Amendment as of
the day and year first written above.
AUBURN PROFESSIONAL PLAZA LLC
a Washington limited liability company
By: Oliphant Real Estates Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey L. Oliphant, President
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Jeffrey L.
Oliphant, satisfactorily proven to me to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same in his authorized capacity, and that by
his signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
Page 84 of 115
9
THE CITY OF AUBURN, WASHINGTON
a municipal corporation
By:
Nancy Backus, Mayor
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Nancy
Backus, satisfactorily proven to me to be the persons whose name is subscribed to the within
instrument and acknowledged that she executed the same in her authorized capacity, and that by
her signature on the instrument the person(s), or the entity upon behalf of which she acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
Page 85 of 115
10
LEXI, LLC
a Washington limited liability company
By: Oliphant Real Estates Services, Inc.
a Washington corporation
its manager and managing member
By:
Jeffrey L. Oliphant, President
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Jeffrey L.
Oliphant, satisfactorily proven to me to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same in his authorized capacity, and that by
his signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
Page 86 of 115
11
ONE MAIN STREET PROFESSIONAL PLAZA
OWNERS ASSOCIATION
a Washington corporation
By:
Jeffrey L. Oliphant, President
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 _________________________
COUNTY OF _______________________
On _________________, 2020, before me,
_____________________________________, Notary Public, personally appeared Jeffrey L.
Oliphant, satisfactorily proven to me to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same in his authorized capacity, and that by
his signature on the instrument the person(s), or the entity upon behalf of which he acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
__________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
SIGNATURE OF NOTARY
Page 87 of 115
da03es01qr
EXHIBIT D
[Withdrawal of Appeal and Release]
Page 88 of 115
WITHDRAWAL OF APPEAL
AND RELEASE
For good and valuable consideration spelled out in more detail in the Amended and Restated
Development Agreement between the City of Auburn, Lexi LLC, and Auburn Professional Plaza, LLC
dated _________________, the receipt of which is acknowledged, Lexi, LLC, its affiliates, successors, and
assigns, agrees as follows:
1.Except as set forth herein, the permit applications designated on Attachment 1 hereto related to the
development of parking lots on Auburn Way North, C St. NW, and A St., all in the city of Auburn, are
withdrawn as of the date of this document. All other permit applications by or on behalf of Lexi, LLC
on file with the City of Auburn shall remain active and shall be processed in the ordinary course of
business.
2.All appeals related to the permit applications designated on Attachment 1 hereto are withdrawn, and
Lexi agrees to prepare and submit a joint motion to dismiss the appeals with prejudice not later than 10
working days after the effective date of the Amended and Restated Development Rights Agreement.
3.Lexi, LLC releases and forever discharges the City, its officials, attorneys, employees, and agents from
every claim, demand, and cause of action whatsoever, of every kind and nature, whether presently
known or unknown, suspected or unsuspected, arising or alleged to have arisen as a result of or in
connection with the permits designated on Attachment 1 hereto, whether based in tort, contract, civil
rights, delay of development, and/or any other theory of recovery, and excepting only the obligations
created by the Amended and Restated Development Agreement.
4.Lexi, LLC reserves the right and neither the withdrawal of the permit applications designated on
Attachment 1 hereto, the dismissal of the appeals referenced in paragraph 2 hereto, nor anything herein
shall prohibit Lexi, LLC from filing with the City new future applications (and associated requests for
permits, variations, deviations and the like) concerning the Alley Lots and/or the C Street Parcels, that
contain requests that were part of the withdrawn permit applications and dismissed appeals, and the
foregoing release (Paragraph 3) shall not apply to such new future applications. Any such new future
filing shall be governed by the laws and regulations in effect at the time of such filing.
____________________________________________
Lexi, LLC by __________________________________
Page 89 of 115
Record #Status Result Source Type Address
FAC19-0008 REVIEW RETURNED LEXI LLC: C STREET PARKING LOT Project Description FACILITYEXTEN 15 C ST NW AUBURN
MIS19-0003 IN REVIEW LEXI, LLC: NEW SURFACE PARKING LOT Project Description MISCELLANEOUS 15 C ST NW AUBURN
SDR19-0005 DENIED LEXI LLC: C STREET PARKING Project Description STREET DELAY REQUEST 15 C ST NW AUBURN
SDR19-0009 VOID/WITHDRAWN LEXI, LLC: C STREET LOTS Project Description STREET DELAY REQUEST 15 C ST NW AUBURN
DEV19-0017 APPROVED C ST PARKING DRIVEWAY LOCATION Project Description DEVIATION 15 C ST NW AUBURN
FAC19-0007 REVIEW RETURNED LEXI LLC AUBURN WAY PARKING LOT Project Description FACILITYEXTEN 206 AUBURN WAY N AUBURN
MIS19-0002 IN REVIEW LEXI, LLC: NEW SURFACE LOT PARKING Project Description MISCELLANEOUS 206 AUBURN WAY N AUBURN
SDR19-0004 DENIED LEXI LLC AUBURN WAY PARKING LOT Project Description STREET DELAY REQUEST 206 AUBURN WAY N AUBURN
DEM19-0013 HOLD LEXI, LLC: DEMO MULTIFAMILY BLDG & GARAGE Permit Description DEMOLITIO 206 AUBURN WAY N AUBURN
SDR19-0006 DENIED LEXI LLC: A STREET PARKING Project Description STREET DELAY REQUEST 10 2ND ST SW AUBURN
FAC19-0009 REVIEW RETURNED LEXI LLC: A-STREET PARKING LOT Project Description FACILITYEXTEN 222 A ST SW AUBURN
MIS19-0004 IN REVIEW LEXI, LLC: NEW SURFACE PARKING LOT Project Description MISCELLANEOUS 222 A ST SW AUBURN
SEP19-0005 IN REVIEW LEXI, LLC: NEW SURFACE PARKING LOT Project Description SEPADETERMINATION 222 A ST SW AUBURN
SDR19-0008 VOID/WITHDRAWN LEXI, LLC: ALLEY LOTS Project Description STREET DELAY REQUEST 222 A ST SW AUBURN
DEV19-0016 DENIED A ST PARKING DRIVEWAYS Project Description DEVIATION 222 A ST SW AUBURN
C Street NW Lots (Norbe+ Lots)
Auburn Way North Lot
A Street SW Lots (Alley Lots)
Attachment 1
Page 90 of 115
Memorandum
To: City Council
From:
Dana Hinman, Director of Administration
Kendra Comeau, City Attorney
Doug Ruth, Assistant City Attorney
Date:
January 9, 2020
Re:
“Mel’s Lot” – Amendments to Development and Other Agreements
Staff seeks Council’s authorization for the Mayor to sign agreements amending an existing
development agreement, parking easement agreement, and miscellaneous documents related
to the City Hall Annex. The purpose of this memorandum is to provide background information
related to these documents.
BACKGROUND
In 2009, the city entered into an agreement with Auburn Professional Plaza, LLC (“APP”).
Under that agreement, APP would build what was to become the One Main Plaza Building
and the City would lease certain units in that building, with an option to buy those units.
Parking for the City units was provided off-site in an APP-owned parking lot at the corner of 1st
Street NW and A Street NW. This is commonly referred to as the “Mel’s Lot” because it was
the site of the former Mel’s Lumber company.
The City exercised its option to purchase in 2010. As part of that purchase, APP conveyed the
Mel’s Lot to the City, but kept the right to develop the lot for 10 years. The Development Rights
Agreement (“DRA”) gave APP two options. It could replace parking on the Mel’s Lot, or it could
substitute new parking, as long as the substitute parking was within 1000’ of the One Main
Plaza Building. The DRA requires the City to convey title of the Mel’s Lot to Lexi once Lexi has
met certain conditions designed to show that the City can issue Lexi permits to construct its
proposed project, and that it has the financial ability to construct those projects.
APP filed certain permit applications In October 2017 to develop the Mel’s Lot into a medical
office building and a four-story parking structure. It filed additional permit applications through
2018.
Page 91 of 115
City Council
Mel’s Lot Agreements
Page 2 of 2
In January 2019, APP formally notified the City that it intended to exercise its right to develop
the property under the DRA, and that it was exercising Option 2, to substitute parking instead
of replacing it on-site.
Meanwhile, in February 2019 Sound Transit authorized acquisition of the Mel’s Lot to construct
a new parking garage on that site.
Throughout 2019, APP took several actions in support of its development. It assigned its rights
under the DRA to a new entity, Lexi LLC. It modified its development plan to be conducted in
two phases: installation of decorative railroad signs, followed by construction of the medical
office building and parking garage. Lexi also filed permits for development of the substitute
parking lots. These permits are in various stages of processing. Some have been approved,
others are on hold pending certain appeals.
CURRENT ACTION NEEDED
The DRA requires Lexi and the City to take certain administrative actions, including amending
the Development Agreement to reflect the choices made by Lexi, and to amend other related
documents, such as the Parking Easement. Most of the proposed amendments are ministerial
– they will just reflect the decisions Lexi has already made in exercising its development rights.
However, there are a few changes that are substantive.
1. Lexi exercised its choice to construct substitute parking off the Mel’s Lot and on to two
separate properties that are each within the 1000’ feet allowed. With Sound Transit’s clear
statement that it intends to build the replacement parking in the new structure on the Mel’s Lot,
Lexi asks the City to allow it to withdraw that choice.
2. The Original DRA gives Lexi the sole right to negotiate terms of acquisition of the property.
The parties have agreed that, while Lexi has the right to negotiate for its fee interest, both the
City and APP will have the right to negotiate directly with a condemning agency any
compensation that may be owed for their interests as owners of condominium units.
3. Lexi also agrees to remove the condition in both the DRA and the Parking Easement that
allows it to move locate the parking on property other than the Mel’s Lot.
Staff recommends Council authorize the Mayor to sign agreements necessary to amend the
existing agreements.
Attachments:
Map showing City Hall, Mel’s Lot, and currently proposed substitute parking.
Page 92 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5486 (Gaub)(10 Minutes)
Date:
January 7, 2020
Department:
Public Works
Attachments:
Res olution No. 5486
Vicinity Maps
TIP# N-10 M Street Sidewalks
TIP# P-3 2nd Street SE Pres
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background Summary:
Previous TIP modifications were made with the annual TIP update adopted in June 2019, and
during October 2019. Since then, changes in available project funding and the addition of a
new project associated with recent grant awards necessitates additional modifications in
order to meet obligation requirements of the grants.
SUMM ARY OF PROPOSED AM ENDMENT S T O T HE 2020-2025 T IP
Modifications: The following existing project is proposed to be revised:
TIP P-3: 2nd Street SE Reconstruction ($0.98M) – The project will reconstruct 2nd
Street SE between A Street SE and Auburn Way S. TIB grant funding for the project
was awarded in November 2019.
Additions: The following project is proposed to be added to the updated TIP:
TIP N-10: M Street SE Sidewalk Improvements ($0.67M) – The project would fund the
design and construction of sidewalk improvements along M Street SE between Auburn
Way S and 8th Street SE. TIB grant funding for the project was awarded in November
2019.
Page 93 of 115
NEXT ST EP:
The public hearing and adoption of Resolution No. 5486 are scheduled for the January 21st
City Council meeting.
Rev iewed by Council Committees:
Councilmember:Staff:Gaub
Meeting Date:January 13, 2020 Item Number:
Page 94 of 115
Resolution No. 5486
January 21, 2020
Page 1
RESOLUTION NO. 5486
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, APPROVING AND ADOPTING THE
MODIFICATION OF THE 2020-2025 TRANSPORTATION
IMPROVEMENT PROGRAM OF THE CITY OF AUBURN
WHEREAS, RCW 35.77.010 requires that the legislative body of each City
prepare and adopt a comprehensive Transportation Improvement Program for
the ensuing six years, but only after conducting a public hearing; and
WHEREAS, a public hearing to review the 2020-2025 Transportation
Improvement Program for the City of Auburn was held on January 21, 2020 at
the hour of 7:00 p.m. in the Council Chambers of the Auburn City Hall, pursuant
to notice published in the legal newspaper of the City of Auburn on January 9,
2020.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The modifications to the 2020-2025 comprehensive
Transportation Improvement Program are adopted, which will be in substantial
conformity with the attached Exhibit “A.”
Section 2. The Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This Resolution shall take effect and be in full force on
passage and signatures.
Page 95 of 115
Resolution No. 5486
January 21, 2020
Page 2
Dated and Signed this _____ day of _________________, 2020.
CITY OF AUBURN
__________________________
NANCY BACKUS, MAYOR
ATTEST:
____________________________
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
____________________________
Kendra Comeau, Acting City Attorney
Page 96 of 115
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION
TIP# N-10 –M STREET SE SIDEWALKS
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONPage 97 of 115
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION
TIP# P -3 –2ND STREET SE
PRESERVATION
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONPage 98 of 115
Six Year Transportation Improvement PlanARTERIAL STREET FUND (102)Project Title: M Street SE Sidewalk ImprovementsSTIP# AUB-N/AProject No:TBDProject Type:Non-MotorizedProject Manager:TBDLOS Corridor ID# N/AActivity:2019 YEFunding Sources:Prior to 2019Estimate202020212022202320242025Beyond 2025Total Project CostUnrestricted Street Revenue- - 14,980 209,562 - - - - - 224,542 Secured Grant- - 30,020 419,980 - - - - - 450,000 Traffic Impact Fees- - - - - - - - - - Other- - - - - - - - - - Total Funding Sources: - - 45,000 629,542 - - - - - 674,542 Capital Expenditures:Design- - 45,000 - - - - - - 45,000 Right of Way- - - - - - - - - - Construction- - - 629,542 - - - - - 629,542 Total Expenditures: - - 45,000 629,542 - - - - - 674,542 TIP# N-10Description:The project will design and construct sidewalks along the M Street SE corridor between Auburn Way S and 8th Street SE. The project will complete the missing sections of sidewalk along the west side of M Street SE between Auburn Way S and 8th Street SE, and will complete the missing segments of sidewalk along the east side between Auburn Way S and 12th Street SE. The project will construct approximately 2,000 linear feet of new sidewalk to match adjacent widths. The project will also construct ADA compliant curb ramps, relocate existing utility poles and overhead signage to provide ADA access. Progress Summary:Grant funding for the project was awarded by TIB in 2019. The design phase will be started in 2020 and construction completed during 2021.Future Impact on Operating Budget:This project will have no impact on the operating budget for street maintenance.BudgetForecast Project Cost1Page 99 of 115
Six Year Transportation Improvement PlanARTERIAL PRESERVATION FUND (105)Project Title: 2nd Street SE PreservationSTIP# AUB-N/AProject No:TBDProject Type:PreservationProject Manager:TBDLOS Corridor ID# N/AActivity:2019 YEFunding Sources: Prior to 2019 Estimate 2020 2021 2022 2023 2024 2025 Beyond 2025 Total Project CostArterial Preservation Fund- - 46,000 347,502 - - - - - 393,502 Secured Grant- - 69,000 521,253 - - - - - 590,253 Other - - - - - - - - - - Total Funding Sources: - - 115,000 868,755 - - - - - 983,755 Capital Expenditures:Design- - 115,000 - - - - - - 115,000 Right of Way- - - - - - - - - - Construction- - - 868,755 - - - - - 868,755 Total Expenditures: - - 115,000 868,755 - - - - - 983,755 TIP# P-3Description:This project will reconstruct 2nd Street SE between A Street SE and Auburn Way S. The reconstruction will utilize full depth reclamation techniques. The project will also remove fixed objects within the clear zone, remove barriers to ADA access, and install new LED street lighting.Progress Summary:Grant funding for this project was awarded by TIB in 2019. The design phase will be started in 2020 and construction completed during 2021.Future Impact on Operating Budget:This project will have no impact on the operating budget for street maintenance.BudgetForecast Project Cost1Page 100 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5487 (Gaub)(10 Minutes)
Date:
December 31, 2019
Department:
Public Works
Attachments:
Resolution No. 5487
Amendment 5 to the Trans it Partners hip
Agreement
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background Summary:
Resolution No. 5487 authorizes the Mayor to execute a 5th Amendment to the Transit Service
Direct Financial Partnership Agreement between the City of Auburn, King County Metro and
the Pierce County Transit Benefit Authority (Pierce Transit) that established the Route 497
service. The Route 497 service provides a transit connection between Lakeland Hills and the
Auburn Station. The current agreement expires in February 2020 and the amendment will
extend the agreement term until September 2020. City staff continue to work with King County
and Pierce Transit to complete a new agreement that would continue the Route 497 service
beyond September 2020.
The proposed cost to the City of Auburn for this service is $118,262.43 and is within the
funding that was included in the 2020 adopted budget in the 102 Arterial Street Fund. This
route has over 80,000 riders per year and an average of 330 weekday boardings.
Rev iewed by Council Committees:
Councilmember:Staff:Gaub
Meeting Date:January 13, 2020 Item Number:
Page 101 of 115
--------------------------------------
Resolution No. 5487
12/26/2019
Page 1 of 3
RESOLUTION NO. 5487
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE A FIFTH AMENDMENT
TO THE TRANSIT SERVICE DIRECT FINANCIAL
PARTNERSHIP AGREEMENT BETWEEN THE CITY
OF AUBURN, KING COUNTY, AND PIERCE
COUNTY PUBLIC TRANSIT BENEFIT AUTHORITY
(PIERCE TRANSIT)
WHEREAS, on December 22, 2008 the City of Auburn, King County, and
Pierce County Public Transit Benefit Authority (collectively referred to as the
“Parties”) entered into a Transit Service Direct Financial Partnership Agreement
(the “Agreement”) to provide the Lakeland Hills-Auburn Sounder Station route
(“Route 497”); and
WHEREAS, The agreement has been amended three times to extend
the service beyond the expiration date in the original agreement and once to
add additional service stops; and
WHEREAS, the third amendment extended service until February 9,
2020; and
WHEREAS, there is a continued need to provide the Route 497 service
to alleviate parking issues in downtown Auburn and traffic congestion on roads
between the Lakeland Hills neighborhood and the Auburn Sounder Station; and
WHEREAS, the Parties desire to continue the Route 497 service; and
Page 102 of 115
--------------------------------------
Resolution No. 5487
12/26/2019
Page 2 of 3
WHEREAS, King County does not desire to extend the agreement term
beyond September 2020 because the funding program King County has utilized
to provide its contribution to the 497 Route expires in September 2020; and
WHEREAS, there is an understanding between the Parties that they will
work together to prepare another amendment or new agreement that addresses
the King County funding issue to allow the Route 497 agreement to continue
beyond September 2020.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. That the Mayor is authorized to execute a 5th amendment
to the Transit Service Direct Financial Partnership Agreement between the City
of Auburn and King County, which amendment shall be in substantial
conformity with the amendment attached as Exhibit “A”.
Section 2. That the Mayor is authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. That this Resolution shall take effect and be in full force on
passage and signatures.
Page 103 of 115
--------------------------------------
Resolution No. 5487
12/26/2019
Page 3 of 3
Dated and Signed this _____ day of _________________, 2020.
CITY OF AUBURN
________________________________
NANCY BACKUS, MAYOR
ATTEST:
_________________________
Shawn Campbell, City Clerk
APPROVED AS TO FORM:
_________________________
Kendra R. Comeau, City Attorney
Page 104 of 115
_________________________________________________________________________
AMENDMENT NO. 5 to the Transit Service Direct Financial Partnership Agreement
between King County, City of Auburn and Pierce Transit
Page 1 of 4
AMENDMENT No. 5
to the
TRANSIT SERVICE DIRECT FINANCIAL PARTNERSHIP AGREEMENT
between
KING COUNTY
and
THE CITY OF AUBURN, WASHINGTON
and
PIERCE TRANSIT
This Amendment No. 5 to the Transit Service Direct Financial Partnership Agreement
("Amendment No. 5" or the " Third Amendment") is made by and between King County, a
home rule charter county of the State of Washington, by and through its Metro Transit
Department (hereinafter the “County” or “Metro Transit”) and the City of Auburn (the “City”)
and the Pierce County Public Transportation Benefit Authority (“Pierce Transit”), both
Washington municipal corporations (referred to collectively as “Service Partner,” whether one
entity or multiple entities), all of which entities may be referred to hereinafter separately as
“Party” or together as “Parties.”
WHEREAS, on December 22, 2008 the Parties entered into a Transit Service Direct Financial
Partnership Agreement (the “Agreement”); and
WHEREAS, Section 4.1 of the Agreement provides that each service specified in Attachment
A to the Agreement will expire five (5) years after the start of service , unless extended
pursuant to the terms of the Agreement; and
WHEREAS, Section 4.1 of the Agreement further provides that if, after five (5) years the
enhanced transit service described in Section 1 of Attachment A to the Agreement is deemed
viable by the County pursuant to the performance indicators set forth in Section 2.2 of the
Agreement and the additional performance benchmarks specified in Attachment A of the
Agreement, and the Parties desire to have Pierce Transit continue to provide the enhanced
transit service beyond the initial period, the Agreement may be extended by the Parties; and
WHEREAS, the transit service enhancements provided for in Part I of Attachment A in the
Agreement were implemented on or about February 9, 2010; and
WHEREAS, in December 2014 the Parties extended the Agreement to provide the enhanced
transit service described in Part I of Attachment A (i.e., Lakeland Hills-Auburn Sounder
Station route) until March 12, 2016, during which the Parties agreed to evaluate whether or not
to extend the Agreement again consistent with the provisions of Section 4.1 of the Agreement;
and
WHEREAS, in January 2016 the Parties extended the Agreement to provide the enhanced
transit service described in Part I of Attachment A (i.e., Lakeland Hills-Auburn Sounder
Page 105 of 115
_________________________________________________________________________
AMENDMENT NO. 5 to the Transit Service Direct Financial Partnership Agreement
between King County, City of Auburn and Pierce Transit
Page 2 of 4
Station route) until February 9, 2020, and adjusted the monetary contributions of the Parties to
reflect increases to Pierce Transit’s operating and capital costs for providing Route 497; and
WHEREAS, in January 2018 the Parties agreed to implement additional trips on the Route 497
and adjust the monetary contributions for each Party accordingly; and
WHEREAS, Section 8 of the Agreement provides that the Agreement may be amended or
modified by written agreement of the Parties, and further provides that such amendments and
modifications may be made for the County by Metro’s General Manager when such
amendments are consistent with the intent and purpose of the Agreement; and
WHEREAS, the Parties agree that the performance indicators set forth in the agreement for
Route 497 have been met; and
WHEREAS, the Parties desire to continue the Route 497 partnership service; and
WHEREAS, the King County Transit Now agreement utilized by the County to fund its share
of this Route 497 partnership will reach the end of its10-year term in September 2020; and
WHEREAS, there is an understanding between the Parties that they will work together to
determine the appropriate contracting mechanism for continuing the Route 497 partnership
beyond September 2020;
NOW, THEREFORE, in consideration of the terms, conditions and mutual covenants set forth
herein, the Parties agree to amend the Agreement as follows:
1. Extension of Term of Agreement
As provided for in Section 4.1, the enhanced transit service described in Part I of
Attachment A (Lakeland Hills Service) in the Agreement is extended until September
30, 2020.
2. Lakeland Hill Service Cost
Operating Cost:
The operating cost for the Lakeland Hills service (Rt. 497) beginning on February 10,
2020 will be based on Pierce Transit’s hourly rate of $102.97.
Capital Cost:
In addition to the operating costs, the Parties agree to pay for Pierce Transit’s capital
costs associated with the Lakeland Hills service. The total capital cost for this
extension period from February 2020 to September 2020 is $56,853.89.
Monetary Contributions:
Page 106 of 115
_________________________________________________________________________
AMENDMENT NO. 5 to the Transit Service Direct Financial Partnership Agreement
between King County, City of Auburn and Pierce Transit
Page 3 of 4
The Parties agree that beginning February 10, 2020 and through the term of this
extension, the costs for continuing to provide nine (9) weekday AM northbound and
nine (9) weekday PM southbound trips on the Lakeland Hills service (Route 497) will
be divided equally between the three parties, King County, City of Auburn and Pierce
Transit.
The total Service costs for this extension period are estimated below. The Parties will
each be responsible for one-third (1/3) of the total costs.
Feb 2020 – Sept 2020 Operating Cost
($102.97/hr x 2,893.4 hrs.)
Capital Cost
TOTAL COST
AUBURN $99,311.13 $18,951.30 $118,262,43
KING COUNTY $99,311.13 $18,951.30 $118,262,43
PIERCE TRANSIT $99,311.13 $18,951.30 $118,262.43
TOTAL: $297,933.39 $56,853.90 $354,787.29
3. No Other Modifications.
Except as specifically provided for in this Amendment No. 5, all other provisions of the
Agreement shall remain unchanged and in full force and effect.
4. Effective Date.
This Amendment No. 5 shall be effective upon execution by the Parties.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Amendment No. 5 to the Agreement as of the date set forth below their
signatures.
Page 107 of 115
_________________________________________________________________________
AMENDMENT NO. 5 to the Transit Service Direct Financial Partnership Agreement
between King County, City of Auburn and Pierce Transit
Page 4 of 4
KING COUNTY CITY OF AUBURN
By: ___________________________________ By: ____________________________
Rob Gannon Nancy Backus
General Manager, Metro Transit Department Mayor
City of Auburn
Date:__________________________________ Date: ___________________________
PIERCE TRANSIT
By: ____________________________________
Sue Dreier
Chief Executive Officer
Pierce Transit
Date: __________________________________
Page 108 of 115
AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5489 (Hinman)(5 Minutes)
Date:
January 7, 2020
Department:
Administration
Attachments:
RES 5489 - Classic Helicopter Corp Leas e
Term Sheet with Premis es
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background Summary:
Classic Helicopter Corp. was an existing tenant on the Auburn Municipal Airport between June
of 2016 and December 2019. Toward the end of Classic Helicopter’s previous Auburn
Airport term, Classic Helicopter was sold. The new owner wishes to maintain a presence on
the Auburn Airport.
Rev iewed by Council Committees:
Councilmember:Staff:Hinman
Meeting Date:January 13, 2020 Item Number:
Page 109 of 115
--------------------------------
Resolution No. 5489
January 13, 2020
Page 1 of 2 Rev. 2019
RESOLUTION NO. 5489
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, RELATING TO AN AIRPORT
LEASE AND AUTHORIZING THE MAYOR TO NEGOTIATE
AND EXECUTE AN AIRPORT OFFICE AND TIE DOWN
LEASE WITH CLASSIC HELICOPTER CORP.
WHEREAS, The Auburn municipal airport has office space and aircraft tie downs
available for lease to private airport-related businesses; and
WHEREAS, Classic Helicopter Corp is interested in leasing such office and tie
down space for their aircraft rental, flight instruction and scenic tours business; and
WHEREAS, the public, and airport customers benefit from having Skyline Leasing
LLC located on the airport.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to negotiate and execute a lease between
the City of Auburn and Classic Helicopter Corp., in substantial conformity with the
attached “Term Sheet”.
Section 2. The Mayor is authorized to implement those administrative
procedures necessary to carry out the directives of this legislation.
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Page 110 of 115
--------------------------------
Resolution No. 5489
January 13, 2020
Page 2 of 2 Rev. 2019
Dated and Signed:
CITY OF AUBURN
____________________________
NANCY BACKUS, MAYOR
ATTEST:
____________________________
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
____________________________
Kendra Comeau, City Attorney
Page 111 of 115
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