ORD 24-984 - Entering into Developement Agreement for TC3ORDINANCE NO.24-984
AN ORDINANCE of the City of Federal Way, Washington, relating to
entering into a development agreement with Trent Development Inc.
for the TC-3 properties pursuant to the provisions of Chapter 19.85
Federal Way Revised Code.
WHEREAS, the Washington State legislature has authorized local governments to enter
into development agreements under state law pursuant to RCW 36.70B.170 through 36.70B.210;
�I
WHEREAS, the City of Federal Way ("City") has authorized the use of development
agreements in the City pursuant to Chapter 19.85 Federal Way Revised Code ("FWRC"); and
WHEREAS, in November, 2014, the City approved acquisition of a 7.48-acre property
("TC-3") adjacent to the then soon to be developed Performing Arts and Event Center in the City's
downtown; and
WHEREAS, in February, 2022, the City contracted with Perkins Eastman Architects to
work with the City in creating a land use and development plan for the City -owned TC-3
properties; and
WHEREAS, on November 23, 2022, the City issued a request for proposals ("RFP".) to
find a developer for the TC-3 properties; and
WHEREAS, Trent Development Inc. submitted a proposal for development of the TC-3
properties; and
WHEREAS, on April 18, 2023, the City Council selected Trent Development Inc.
("Trent") as the City's preferred developer, and authorized execution of a Letter of Intent to Award
and initiation of development agreement negotiations with Trent; and
Ordinance No. 24-984 Page 1 of 34
WHEREAS, on April 21, 2023, the City and Trent executed an Agreement Regarding
Intent to Award; and
WHEREAS, as part of that agreement the City and Trent Development Inc. jointly agreed
to negotiate in good faith a development agreement to present to the City Council governing the
development of TC-3; and
WHEREAS, on May 12, 2023, the City received an appraisal report from CBRE
determining the market value of the TC-3 properties, which was subsequently revised and updated
on January 5, 2024; and
WHEREAS, an Environmental Determination of Nonsignificance ("DNS") was properly
issued for the proposed development agreement on October 6, 2023, the City received no
comments and the DNS was finalized on October 20, 2023, and no appeals were filed and the
appeal period expired on November 10, 2023; and
WHEREAS, on March 8, 2024, the Director of Community Development provided public
notice for the public hearing consistent with the provisions of FWRC 19.85.130; and
WHEREAS, the proposed development agreement is consistent with the Federal Way
Comprehensive Plan; and
WHEREAS, the Land Use & Transportation Committee of the Federal Way City Council
was briefed on the proposed development agreement on March 4, 2024; and
WHEREAS, the City Council held a public hearing on April 2, 2024, and reviewed the
staff report and considered all of the testimony provided.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DO ORDAIN AS FOLLOWS:
Ordinance No. 24-984 Page 2 of 34
Section 1. Findings and Conclusions. The City Council of the City of Federal Way makes
the following findings and conclusions with respect to the proposed development agreement
attached as Exhibit A:
(a) The recitals set forth above are hereby adopted and restated as findings of fact.
(b) The City is authorized to enter into a development agreement pursuant to the
provisions of Chapter 36.70B.170 RCW, Growth Management.
(c) The development agreement review process has followed the proper procedures
required under FWRC 19.85.
(d) The development agreement, as set forth in Exhibit A, is consistent with RCW
36.70B, RCW 43.21 C, and FWRC 19.85.
(e) The development envisioned under the development agreement is compatible with
and results in positive impacts on adjacent land uses and surrounding neighborhoods because it
will set an example for future redevelopment for downtown Federal Way, and mid -rise, mixed use
buildings meet many of the expectations set in the City's Comprehensive Plan for the area.
(f) Community facilities including utilities, roads, public transportation, parks,
recreation, and schools are adequate to support the development, and the development will not
have a negative impact on such community facilities. Development under the development
agreement will be required to provide street improvements, stormwater improvements, and open
space consistent with FWRC, with some explicit modifications under the development agreement.
Prior to the construction of any of the entitlements under the development agreement, the
developer must obtain applicable project -level SEPA decisions and land use permits, which will
ensure there are no unanticipated or unmitigated impacts on community facilities.
Ordinance No. 24-984 Page 3 of 34
(g) Approving the development agreement is in the best interest of the residents of the
City and will benefit the City as a whole because the proposed development agreement provides
for the investment of approximately $450,000,000 of private capital into the city of Federal Way;
includes the provision of opportunities for home ownership in addition to rental housing options;
will result in the increased production of housing and employment opportunities thereby adding to
the public health, safety, and welfare of the community; will act as a catalyst for public and private
investment in the City's downtown; and, contains several other public benefits as detailed in
Section 4 of the development agreement.
(h) The proposed development agreement is consistent with, and substantially
implements, the Federal Way Comprehensive Plan, including the following specific goals and
policies:
CCGI Create an identifiable City Center that serves as the social, cultural, and economic
focus of the City. Define a City Center with distinct boundaries, unique building types, and
special features.
CCG4 Encourage a mix of compatible uses to maintain a lively, attractive, and safe place
to live, work, and visit.
CCG8 Develop land use patterns that will encourage less dependency on the single
occupant automobile.
CCG9 Provide a balanced transportation network that accommodates public
transportation, high occupancy vehicles, pedestrians, bicyclists, automobiles, and
integrated parking.
CCG10 Create an environment that attracts high quality housing, commercial, and
office uses. Continue to enforce requirements for quality design in buildings, streetscape,
and site planning.
CCG12 Focus new growth in the City Center and allow for higher intensity uses and
densities.
CCP2 Develop an attractive City Center that will attract quality development.
Ordinance No. 24-984 Page 4 of 34
CCP3 Continue to support land use regulations that allow the higher intensity
development
expected over the next 15 to 30 years.
CCPS Utilize the SEPA Planned Action to provide streamlined permit review in the City
Center in order to accelerate progress towards meeting the vision.
CCP7 Allow for a variety of uses and mixed -use development within buildings, or
complexes. Ensure that mixed -use development complements and enhances the character
of the surrounding residential and commercial areas.
CCP8 Provide incentives to encourage residential development in City Center.
CCP9 Promote the siting of cultural and civic uses within the City Center. The City should
always consider City Center sites in siting analyses and decisions regarding potential civic
and cultural uses that it develops. In addition, incentives should be explored that could
attract cultural and civic uses over which the City does not have direct control.
CCP11 Continue to provide amenities such as community services, parks, and
public spaces to meet residential needs.
CCG14 Promote and facilitate the effective use of non -motorized transportation.
Create a safe, efficient, and enjoyable pedestrian and bicycle system.
CCP15 Emphasize pedestrian and bicycle circulation, as well as other travel modes
in all aspects of developing the City Center transportation system. Include public
sidewalks, street trees, and other pedestrian amenities for streets.
CCP16 Continue to enforce and refine zoning codes, site planning requirements,
and street design standards, as necessary, to establish a more pedestrian and bicycle
friendly environment.
CCP17 Encourage new development to include active ground floor uses such as
shops, community services, office, and restaurants.
CCP18 Provide pedestrian connections between adjacent buildings where possible
to provide for streetscape continuity and develop clear and safe pedestrian paths through
large parcels to enhance the pedestrian network.
CCG16 Develop civic and cultural facilities in addition to a public space and park
system within the City Center to meet the needs of residents, employees, and visitors. These
facilities and spaces should connect to the Citywide and regional system of public spaces,
parks, and trails.
CCP31 Promote a diversity of public and privately funded recreational and cultural
facilities throughout the City Center. Promote partnerships between the City and other
Ordinance No. 24-984 Page 5 of 34
agencies, private organizations, and individuals to develop and meet the needs of the
community for these types of facilities.
CCG17 Encourage the development of a higher -density, mixed -use City Center that
in turn will reduce parking demand per square foot or per unit.
CCP34 Encourage the provision of structured parking.
CCP38 Encourage shared parking between uses to maximize the use of available
parking within the City Center.
Section 3. Development Agreement Adopted. The City of Federal Way hereby adopts the
development agreement attached as Exhibit A ("Development Agreement") by and between the
City of Federal Way and Trent Development Inc., for the purchase and sale of the City -owned TC-
3 properties and the development of the properties.
Section 4. Severability. The provisions of this ordinance are declared separate and
severable. The invalidity of any clause, sentence, paragraph, subdivision, section, or portion of this
ordinance, or the invalidity of the application thereof to any person or circumstance, shall not affect
the validity of the remainder of the ordinance, or the validity of its application to any other persons
or circumstances.
Section 5. Corrections. The City Clerk and the codifiers of this ordinance are authorized
to make necessary corrections to this ordinance including, but not limited to, the correction of
scrivener/clerical errors, references, ordinance numbering, section/subsection numbers and any
references thereto.
Section 6. Effective Date. This ordinance shall be effective five (5) days after passage and
publication as provided by law.
PASSED by the City Council of the City of Federal Way this 16th day of April, 2024.
[signature page to follow]
Ordinance No. 24-984 Page 6 of 34
CITY OF FEDERAL WAY:
J ER LL, MAYOR
ATTEST:
%4x�
S EP ANIE COURTN Y, MC, CITY CLERK
APPROVED AS TO FORM:
C
J. RYAN CALL, CITY ATTORNEY
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO.:
03/27/2024
04/ 16/2024
04/19/2024
04/24/2024
24-984
Ordinance No. 24-984 Page 7 of 34
DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into this day of , 2024 (the
"Effective Date") by and between Trent Development Inc., a Washington corporation
("Developer"), or its assignee, and the City of Federal Way, a Washington municipal corporation
("City"). Developer and the City are each a "Party" and collectively the "Parties" to this
Agreement.
RECITALS
A. The Washington State Legislature has authorized the execution of development
agreements between a local government and an entity having ownership or control of real property
within its jurisdiction, pursuant to RCW 36.70B.170 through 36.7013.210 ("Development
Agreement Statute"). This Agreement is authorized pursuant to the Development Agreement
Statute and Chapter 19.85 of the Federal Way Revised Code ("FWRC").
B. The City of Federal Way owns parcels 857500-0010, 857500-0020, and 092104-
9017, commonly referred to as Town Center 3 ("TC-3 Property"), located generally at the
southwest corner of 23rd Avenue S and S 3141h Street, legally described on Exhibit A, which is
attached hereto and incorporated herein by reference. The TC-3 Property is designated City Center
Core in the City's Comprehensive Plan, located in the City Center Core zone ("CC-C"), and
located within the Downtown Architectural Overlay ("Downtown").
C. In September 2006, the City adopted a planned action Environmental Impact
Statement for the City Center. The City subsequently adopted a Supplemental Environmental
Impact Statement ("SEIS") via Ordinance 16-811, which contemplated 475,000 sq. ft. of retail,
400,000 sq. ft. of office, 600 hotel rooms, and 2,400 housing units (collectively "Planned Action
EIS"). The TC-3 Property is located within the Planned Action EIS boundary and the Planned
Action EIS has been incorporated into the SEPA decision (DNS 23-102418-SE) for this
Agreement.
D. In 2022, the City contracted with VIA Architecture, a Perkins Eastman Studio, to
prepare a preferred redevelopment plan ("Master Development Plan") for an approximately 7.45-
acre portion of the TC-3 Property ("Property"), as depicted in the January 5, 2024, appraisal
conducted by CBRE ("Appraisal"). The Master Development Plan envisioned five privately -
owned building parcels to be developed with office, retail, hotel, residential units, a civic plaza
and community building, and a public parking garage. The City and community expressed support
for the Master Development Plan, believing it would create a sense of place and civic identity,
reflective of the growing and diverse community; provide a catalyst for mixed use residential and
pedestrian -focused retail; anchor the north downtown with a pedestrian -scale block structure, with
smaller, active public spaces; and capitalize on momentum and timing of recent investments.
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E. In November 2022, the City issued a Request for Proposals ("UP") to identify a
purchaser and developer for the Property. Developer submitted a proposal, which was selected by
the City. In April 2023, the City Council authorized the Mayor to execute the Letter of Intent
("LOI") to authorize the Developer to initiate a Development Agreement with the City.
F. The Developer is planning a phased redevelopment of the Property with a mix of
land uses, generally consistent with the Master Development Plan ("Project"). The Developer has
prepared a Conceptual Plan (Exhibit B), Phasing and Timing Plan Exhibit C , and Conceptual
Improvement Plan (Exhibit D) to provide for the coordinated redevelopment of the Property. These
Exhibits are incorporated herein by reference. The Parties agree the Conceptual Plan is a
conceptual guide for the Project as defined in this Agreement but does not constitute a
"Development Plan" under FWRC 19.85.100. .
G. Redevelopment of the Property will be a substantial benefit to the City through
implementation of the vision of the City Center Sub -Area Plan, new transit -oriented housing and
job opportunities, and new destination retail and restaurants in Downtown. However,
redevelopment of the Property entails significant financial, entitlement, and construction risk to
Developer over the course of a multi -phased development. The City's partnership in the execution
of this catalyst project is critical for success of the Project and Downtown. This Agreement is
intended to ensure that public decisions regarding public investment and cooperation, and
Developer predictability during the planning, entitlement and redevelopment of the Property,
benefit both Parties in supporting the timely and cost-efficient delivery of housing, jobs, and other
public benefits to the City of Federal Way.
H. Environmental impacts of the Agreement were identified, considered and
mitigation measures proposed through the provisions of this Agreement. The City issued a
Determination of Non -Significance on October 6, 2023.
I. Completion of the Project in accordance with the Conceptual Plan will promote the
goals and policies of the Comprehensive Plan.
J. By this Agreement, the Parties intend to set forth their mutual agreement and
understandings as they relate to the development and sale of the Property and the Project.
NOW THEREFORE, in consideration of the mutual benefits and agreements contained
herein, as well as other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. Definitions. Each term identified in this Section shall have the specific meaning
identified in this Section. Each term defined elsewhere in this Agreement shall have the specific
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meaning identified elsewhere in this Agreement. Undefined terms shall have their common and
ordinary meanings.
1.1. "City Council" means the City Council of the City of Federal Way.
1.2. "Development Regulations" means those sections of the Federal Way
Revised Code, Federal Way Zoning and Development Code, Federal Way Comprehensive
Plan, Federal Way Zoning Map, and any implementing policies, regulations, procedures or
guidelines addressing the zoning, building and site design, utilities, environmental review
(including SEPA procedures and substantive authority), transportation concurrency,
multifamily dwelling unit limited property tax exemption regulations, impact fees and any
other elements that govern the development of real property within the City. A term defined
in the Development Regulations shall have the meaning assigned to it within the
Development Regulations.
1.3. "FWRC" means the Federal Way Revised Code.
1.4. "MDP" means the Master Development Plan prepared for the City in
preparation for releasing the Request for Proposals for the Property.
1.5 "MFTE" means the Multifamily Dwelling Unit Limited Property Tax
Exemption program administered by the City pursuant to FWRC 3.30.
1.6. "Developer" means Trent Development Inc., a Washington corporation,
and its successors and permitted assigns pursuant to Section 26.
1.7. "SEPA" means the State Environmental Policy Act, RCW 43.21 C, and
implementing regulations at WAC Ch.197-11.
1.8. "Development Director" or "Designated Official" is the Director of the
Department of Community Development, also known as the Department of Community
Development Services.
1.9. "Designer" means the consultant hired to prepare design and associated
documents for the Civic Plaza.
2. Project Description. Developer proposes to develop the Project as depicted in the
Conceptual Site Plan.
2.1 Entitlement. The Project is entitled for the following uses, which may be
constructed at the discretion of Developer:
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a. Residential. Up to 1,600 traditional, non -subsidized housing units.
Residential uses may include a combination of apartments, townhomes, and
condominium units.
b. Retail (FWRC 19.225.020). Up to 50,000 sq. ft.
C. Office (FWRC 19.225.010). Up to 175,000 sq. ft.
d. Entertainment (FWRC 19.225.040). Up to 170,000 sq. ft.
e. Lodging (FWRC 19.225.050). Up to 175 rooms and 50,000 sq. ft.
accessory spaces.
f. All required utilities; streets, drives, parking and other transportation
facilities; park and open space improvements, and all other improvements needed
to support and complete the development, including on -site and off -site
improvements.
2.2 Civic Plaza.
a. Design. The Parties shall collaborate on the design of a civic plaza
("Civic Plaza") to be located on City property, South of Road A and South and
West of the Property as generally depicted on the Conceptual Plan. Developer shall
select the Designer for the Civic Plaza, subject to City agreement, who will prepare
a design for the Civic Plaza. The City shall incorporate community outreach as part
of the design process. The design of the Civic Plaza must be approved by the
Developer and City Council ("Approved Design"). After approval, Designer shall
prepare a complete set of plans and specifications conforming to City standards for
City's use in construction bidding. Developer shall provide a budget of no less than
$350,000 for the development of, and modifications to, the Approved Design.
Developer shall pay all reasonable costs to Designer associated with developing the
Approved Design, and any required modifications to the Approved Design under
section 2.2.b.
b. City Construction. The City shall request competitive bids for
construction of the Civic Plaza in accordance with Washington State public works
contracting requirements based on the Approved Design. Bids shall be requested
within six (6) months of completion of the Approved Design, or at a later time
mutually agreed to by the Parties. Developer may submit a bid for construction.
The City shall provide a project budget sufficient to fund construction of the Civic
Plaza based on the Approved Design. If the lowest responsive, responsible bidder's
bid would result in a project budget in excess of $5,000,000, the Approved Design
must be modified in accordance with the process outlined in section 2.2.a to allow
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for bids resulting in a lower project budget; the City Council must approve
additional project budget to cover the additional amount; or the Developer can pay
the City the additional amount. The City may, at its sole discretion, hire a consultant
to manage construction of the Civic Plaza ("Construction Manager"). City shall
include Developer in the selection process for the Construction Manager. The
City's contract with the Construction Manager will require construction
coordination with Developer, so that Civic Plaza construction is integrated with
Developer's Phase I construction, which are both anticipated to occur at the same
time. The City shall commence construction of the Civic Plaza within six (6)
months of bid award.
C. Developer Construction. Should the City not fulfill its obligations to
secure sufficient funds to construct the Civic Plaza, request competitive bids for
Civic Plaza construction within the timeline set forth in subsection b., and/or
commence construction within the timeline set forth in subsection b., Developer
may, at its sole discretion, proceed with construction of the Civic Plaza in
accordance with standard Public Works contracting requirements. The City shall
provide all necessary approvals and easements necessary to authorize and facilitate
such construction. City shall reimburse Developer for actual project costs as they
are incurred up to $5,000,000. City will pay Developer 5% of the actual
construction costs for construction management costs, which will be in addition to
the Plaza construction budget.
d. Maintenance and Operation. Prior to completion of the Civic Plaza,
the Parties shall negotiate a separate operational and maintenance agreement for the
Civic Plaza ("Operational Agreement"). The Operational Agreement will allow
Developer to supplement the City's maintenance and security measures and will
provide for the Parties to coordinate on event programming.
2.3. Civic Buildin&s.
a. City Hall and Community Space. The Northwest Block of the
Project may include a City Hall and Community Space, as depicted on the
Conceptual Plan. Unless otherwise agreed to by the Parties, the City shall notify
Developer by January 1, 2028, whether or not to construct the City Hall and
Community Space. Prior to commencing design, the Parties shall negotiate and
execute an agreement that will include lease and/or future acquisition terms
acceptable to the Parties. If the City notifies Developer not to construct the City
Hall and Community Space; or, fails to notify Developer pursuant to the terms of
this subsection; or, if the Parties cannot agree to the terms of lease or acquisition,
Developer can, at its sole discretion, construct any improvements in the Northwest
Block authorized by this Agreement.
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b. Public Parking Garage. The Project may include a Public Parking
Garage ("Garage"). Unless otherwise agreed to by the Parties, the City shall notify
Developer by January 1, 2028, whether or not to construct the Garage. If Developer
receives timely notice from the City, Developer shall construct approximately 365
public parking spaces at a location within the Project determined by Developer
subject to Public Works contracting requirements. The City shall -reimburse
Developer for actual costs of construction within six (6) months of completion of
construction. Prior to commencing design, the Parties shall negotiate and execute
an agreement that will include lease and/or future acquisition terms acceptable to
the Parties. If the City notifies Developer not to construct the Garage; or, if the City
fails to notify Developer pursuant to the terms of this subsection; or, if the Parties
cannot agree to the terms of lease or acquisition, Developer has no obligation to
build the Garage.
2.4 Hotel. If a suitable Hotel, as determined by the Parties, seeks to locate in
the Project, and Developer in its sole discretion determines that the Hotel will be
economically -viable for the Project, Developer will build, sell the Phase, or execute an
agreement to facilitate the construction of the Hotel in Phase II, III, or IV of the Project.
3. Civil Improvements. Developer will construct on -site street and right-of-way
improvements as depicted on Exhibit D, the Conceptual Improvements Plan. Minor modifications
to Exhibit D may be made if approved by the City through the Project Entitlement process at the
Developer's option or as required by Project -specific technical analysis without amendment of this
Agreement. Should Exhibit D be so modified, Developer shall submit revisions to Exhibit D. Such
revisions will be processed as Developer Discretion amendments under Section 12.1. Amendments
to Exhibit D may also be made outside of the Project Entitlement process through the provisions
of Section 12.
Developer shall provide a traffic impact analysis ("TIA") for the entire Project with the
first implementing land use permit to evaluate consistency with the SEPA Planned Action and
compliance with concurrency requirements. Exhibit D represents the Parties agreement on the
scope and extent of required improvements and dedications, subject to additional project -level
requirements required by future SEPA review/decisions and/or the TIA.
The construction of any frontage improvement, and the dedication to the City of each
completed frontage improvement, shall be completed prior to the occupancy of any building phase
for which the improvement is required. Should Developer choose to construct improvements
designed for future phases at an earlier time, such work shall be coordinated with the City. The
Conceptual Improvements Plan outlines the following improvements per phase:
3.1 Site Access Driveways. The following proposed site access driveways will
be provided for each phase:
In
a. The Southeast Block will have three (3) curb cuts: one on 23rd Ave
S. providing access to the upper level parking garage; one on S. 316th Street
providing parking garage access to the lower -level garage; and one loading
driveway on S. 316th Street.
b. The North Block will have two (2) curb cuts: one on the east side of
Road A providing access to the parking garage, which will also accommodate
loading; and one on S. 3141h Street for loading.
C. The Northeast Block will have a single curb cut on 23rd Ave S.
providing access to the parking garage, which will also accommodate loading.
d. The Northwest Block will have two (2) curb cuts: one on Pete von
Reichbauer Way (existing driveway shared with the PAEC) providing access to the
parking garage, which may also accommodate loading; and one on either S. 3141h
Street or the west side of Road A, subject to City approval and associated
conditions, which may provide access to the parking garage and which may also
accommodate loading.
3.2 Frontage Improvements and Dedications if the Southeast Block is Phase I:
a. The following improvements will occur in Phase I:
i. Street improvements abutting the Southeast Block along S.
316th St. and 23rd Ave S. will be constructed per City standards;
ii. The east portion of Road A will have a permanent street
connection to S. 314th St.;
iii. The existing curb cut in the middle of S. 314th St. west of
Road A East Portion will be filled in with a new curb;
iv. A new curb and sidewalk matching the existing curb and
sidewalk will be constructed along S. 314th St. adjacent to the Northeast
Block;
V. If determined to be necessary by the TIA, street widening
along S. 314th St. to City standards;
vi. If determined to be necessary by the TIA, traffic
signalization modification at S. 314th St./23rd Ave S.
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Block):
b. The following improvements will occur in Phase II (North Block):
i. If street widening along S. 314"' St. to City standards was
not completed as part of Phase I, complete street widening along S. 314th
St. to City standards;
ii. New curb, streetlights and sidewalks on S. 314th St.;
iii. Street trees added only to frontage abutting the North Block;
iv. Access to Pete von Reichbauer Way from west leg of Road
A will be preserved;
V. If traffic signalization modification at S. 314th St./23rd Ave
S. was not completed as part of Phase I, traffic signalization modification at
S. 314th St./23rd Ave S.
C. The following improvements will occur in Phase III (Northeast
i. Street improvements adjacent to Northeast Block frontage
along 23rd Ave S. to City standards;
ii. Street trees will be added on S. 314th St. on Northeast Block
frontage.
3.3 Frontage Improvements and Dedications if the North Block is Phase I:
a. The following improvements will occur in Phase I:
i. Street widening on S. 314th St. adjacent to the North Block;
ii. New curb and sidewalk to match existing curb/sidewalk abutting
Northeast Block;
iii. Road A will be built with permanent connection to S. 314th St.;
iv. If determined to be necessary by the TIA, street widening and
new curb and sidewalks along S. 314th St. adjacent to the
Northeast Block;
V. If determined to be necessary by the TIA, traffic signalization
modification at S. 314th St.23rd Ave S.
b. The following improvements will occur in Phase II (Southeast Block):
Street improvements adjacent to site along S. 3161h St. and 23rd
Ave S. will be brought up to City standards;
ii. If not completed as part of Phase I, street widening along S. 314th
St adjacent to the Northeast Block and new curb and sidewalks;
iii. If not completed as part of Phase I, traffic signalization
modification at S. 3141h St./23ra Ave S.
c. The following improvements will occur in Phase III (Northeast Block):
Street improvements adjacent to site along 23rd Ave S.;
ii. Street trees added on S. 314th St. adjacent to the Northeast Block.
3.4 Utility Infrastructure. Developer shall provide necessary utility
infrastructure to support each phase prior to the occupancy of that phase, as determined
through project -specific review and coordination with Lakehaven. Developer anticipates
that all required utility work for each phase will occur within the phasing limits depicted
on Exhibit D, based on preliminary review by its civil engineer and initial feedback from
Lakehaven. Should utility extensions be required for a specific phase that extend beyond
the phasing limits identified on Exhibit D, the City will allow Developer to construct an
appropriate, interim level of improvements in the utility extension area, provided that a full
curb to curb overlay will be provided, and provided that the interim improvement be in
place no longer than seven years from the date of issuance of the associated right-of-way
permit. After seven years, Developer will be required to install permanent improvements,
regardless of timing of the phase for which that frontage is required in Section 3.2 or 3.3,
and Exhibit D. Developer may elect to build additional infrastructure in earlier phases to
support future phases, subject to Developer's execution of necessary easements to allow
utility infrastructure to serve buildings and improvements on separate parcels.
4. Public Benefits. The Parties acknowledge that the Project will advance the City's
vision for the Property, as expressed in the City's Comprehensive Plan, City -Center Sub -Area
Plan; and MDP for the Property. The Project will benefit the City through the redevelopment of
key contiguous parcels in the City Center Core with multifamily housing, retail, entertainment and
office uses that will support the vision of mixed -use, transit -oriented development ("TOD") and
catalyze future investment and high -quality development in the vicinity. Specifically, the Project
will provide the following public benefits:
In
4.1 Pioneering TOD Neighborhood. This Project will fulfill the City's
Comprehensive Plan Goals (See adopting ordinance for applicable Goals and Policies) and
MDP Vision by creating the City's first high -density, transit -oriented neighborhood. It will
improve, activate, and create an identifiable Downtown to serve as the social, cultural,
civic, and economic hub of the City, establishing a sense of identity and place and attracting
capital for future high -quality TOD development.
4.2 Job Creation and Revenue. The Project will create temporary jobs and
significant construction tax revenue. Once completed, it will generate permanent jobs close
to housing, add to the City's tax base, and generate an estimated $55-plus million in local,
state, and federal taxes and revenue.
4.3 Residential Ownership Opportunities. The Project proposes approximately
38 for -sale residences, which will diversify the City's housing stock and increase
ownership opportunities for City residents.
4.4 PAEC Parkin. To the extent feasible, in addition to the access to surface
parking stalls described in Section 5, Developer will maintain access to remaining surface
parking stalls utilized by the PAEC on the Property during Project construction.
4.5 Public Art. Developer will coordinate with the City's Arts Commission to
incorporate public art into the Project, further establishing the Downtown's unique identity
and sense of place.
4.6 Interim Uses. Developer will work with the City to identify interim uses
(pop -ups, food trucks, etc.) to energize the site during the entitlement and construction
period. Developer shall control location and timing of interim uses but will allow their use
of the Property at no cost.
4.7 Civic Buildings. Developer has offered to incorporate the City Hall,
Community Space building and Public Parking Garage into the Project, as outlined in this
Agreement.
4.8 Street Furniture. Developer, as part of the Designer's work for the Civic
Plaza, will provide enhanced design for street fixtures, furniture, and lighting. These
designs, approved by the City, shall be utilized throughout the Project for consistency with
those provided in the Civic Plaza.
4.9 Enhanced Road A Design. The Project will incorporate a two-way "woonerf
lane" ("Road A"), as depicted on Exhibit B. Road A's enhanced design and functionality
will integrate the surrounding blocks with the Civic Plaza, which will be shared by
pedestrians, bicyclists, and vehicles.
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The City agrees that the public benefits listed in Section 4 are sufficient to meet or exceed
the public benefit requirement in FWRC 19.85.120(3). No additional public benefits or voluntary
mitigation shall be required for the Project or any Project -phases, except as mutually agreed by the
Parties.
5. Property Acquisition. As a condition of issuance of the first construction permit for
the residential building in Phase I, or earlier at Developer's sole discretion, Developer shall acquire
the approximately 7.45-acre Property, as depicted in the Appraisal ("Closing"). The exact legal
boundaries of the Property to be acquired shall be determined via the subdivision process in
Section 6. Closing shall occur pursuant to a Purchase and Sale Agreement ("PSA") acceptable to
the Parties. The Property will be conveyed by Statutory Warranty Deed, with standard
contingencies, and acquisition will occur through escrow, with escrow agent and title company to
be selected by Developer. If the Parties are unable to negotiate an acceptable PSA, either Party
may terminate this Agreement.
5.1 The purchase price is $10,000,000. The purchase price is derived from, and
takes into account, the following:
a. The appraised value of the Property is $12,800,000 to $13,800,000, based
on the Appraisal.
b. Developer shall fund design of the Civic Plaza in an amount no lower than
$350,000, as further detailed in Section 2.2.a.
c. Developer shall incorporate public art into the Project at Developer's
expense, and in an amount no lower than $750,000, at least half of which will be
expended during Phases I and II.
d. Developer shall incorporate enhanced design of street fixtures, furniture,
and lighting into the Project at Developer's expense, the cost of which shall be no lower
than $200,000 including design and implementation.
e. Developer shall provide an enhanced Road A design at Developer's
expense, and the overall cost of design and implementation of the enhanced Road A
design shall be no less than $480,000.
f. Developer shall maintain public access to remaining surface parking stalls
North of the PAEC and on the west leg of Road A on the Property during Phase I
construction at no cost to the City. The estimated value of that parking is $600 per stall
per year, and the total value of the one -hundred twenty-four (124) stalls over the
estimated duration of six years is $446,400.
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g. Until construction in that area commences, Developer shall allow public
access to surface parking stalls in the Northeast Block during Phase II and III
construction at no cost to the City. The estimated value of that parking is $900 per stall
per year, and the total value of the ninety-six (96) stalls over the estimated duration of
seven years is $604,800.
h. Public Elevator. Developer will construct an elevator near the Southeast
Block building that will connect the sidewalk on 3161h St. to the Civic Plaza, which will
be available to the public and tenants of the building. Construction of the elevator is
anticipated to cost $250,000, half of which ($125,000) represents value to the public.
5.2 At Closing, Developer shall execute an easement to benefit the City, in a
form agreed to by Developer and City, allowing for continued public access and travel to
and from the PAEC and the south leg of Road A north to 314th Street and west to Pete von
Reichbauer Way.
5.3 Should Developer not submit its first Phase I building permit by January 1,
2027, the City shall have the option to terminate this Agreement. Similarly, should
Developer not commence each Phase (acquire its first building or construction permit)
within two years of the Phase date listed on Exhibit C (unless the failure to commence is
caused by force majeure, or events outside Developer's reasonable control), the City may
purchase the parcel at a price determined by a new appraisal approved by both Parties.
6. Subdivision. Prior to Closing, Developer will record a subdivision creating legal
lots for transfer of the approximately 7.45-acre Property and development- of the Project, which
will generally be consistent with the Phasing and Timing Plan in Exhibit C. The size, configuration
and number of legal lots or development parcels within the Property may be modified if approved
by the City without amendment of this Agreement through boundary line adjustments ("BLA"),
lot consolidations, binding site plans (`BSP"), short plats, or subdivisions. Should the legal lots or
development parcels within the Property be so modified, Developer shall submit revisions to all
Exhibits to this Agreement. Such revisions will be processed as Developer Discretion amendments
under Section 12.1.
7. Development Regglation Modifications. As a component of this Agreement, the
City Council approves the following modifications from City Development Regulations for this
Project:
7.1 Perimeter Residential Uses Permitted. Residential units will be permitted
along the perimeter streets of the Project as depicted in the Conceptual Plan (in addition to
all other permitted uses, to include retail and live/work). These units shall be allowed in
lieu of the entertainment or retail uses which would otherwise be required per FWRC
19.225.070.
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7.2 Road A. The City will authorize reasonable deviations from public road
standards to accommodate the enhanced design of Road A. Temporary parking spaces may
be located along Road A right-of-way but shall be reviewed and approved by the City.
7.3 S. 310 Street. The City will authorize reasonable deviations necessary to
accommodate access points and curb separation on S. 314'' Street, as depicted in Exhibit
D.
7.4 Inclusionary Zoning. Deviation from FWRC 19.110.010 shall be authorized
as described in Section 15.
7.5 Non -Residential Ground Floor space. The City will allow the 15% non-
residential ground level space requirement in FWRC 19.225.070 to be met on a cumulative
basis, considering all Project phases.
7.6 Open Space. Calculation of the open space requirement in FWRC
19.225.070 will include pedestrian areas of Road A (areas not including the driving surface
or parking stalls), and any future open space fee in lieu will be based on the Appraisal.
7.7 Building Len tgth. Building lengths in excess of 250' shall be allowed and
are consistent with the community design guidelines in FWRC 19.115.020(5).
8. Density and Intensity of Uses. The Entitlements approved through this Agreement
(Section 2.1) shall be allowed on the Property without limit to maximum density or intensity of
the CC-C zone.
9. Phasing. The Project is anticipated to be built in phases. The Phasing and Timing
Plan provided in Exhibit C ("Phasing and Timing Plan"), establishes outside construction dates.
Developer will work in good faith to initiate construction as soon as practicable, subject to market
conditions and financing. Regardless of whether the Southeast or North Block is Phase I, Phase I
is proposed to be constructed first, but the other phases may be constructed out of order (i.e., Phase
III or IV may precede Phase II), as long as adequate infrastructure is provided to support each
constructed phase. If the phases are constructed out of order, the frontage improvements and
dedications detailed in Sections 3.2 and 3.3, and depicted in Exhibit D, shall be adjusted to reflect
the new phase order. Such an adjustment to the frontage improvements and dedications shall be
processed as a Minor Amendment. If the phases are constructed out of order, the phasing timeline
will automatically adjust to reflect the constructed order of phases.
10. Vim. Developer is entitled to develop the Project under the Development
Regulations and land use controls in effect as of the Effective Date of this Agreement ("Vested
Code Provisions"), which shall apply for the Term of this Agreement.
10.1. Exemptions. The following are exempt from vesting under this Agreement:
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a. Plan review fees, inspection fees, and land use application fees;
b. Connection charges, general facilities charges and monthly service
charges;
C. Amendments to building, plumbing, fire and other construction
codes adopted pursuant to RCW Ch. 19.27 or 19.27A;
d. Impact fees, except as modified in Section 10.3 of this Agreement;
e. City enactments that are adopted pursuant to state or federal
mandates (such as the City's NPDES Municipal Stormwater Permits) that preempt
the City's authority to vest regulations;
f. City enactments regarding MFTE required to be adopted pursuant
to a state repeal, amendment, or modification of RCW Ch. 84.14 or other applicable
state law terminating the City's authority to implement an MFTE program.
10.2. Reserved Rights. Notwithstanding any provision in this Agreement, the
City reserves authority pursuant to RCW 36.70B.170(4) to impose new or different
Development Regulations to the extent required by a serious threat to public health or
safety, as determined by the City Council after written notice and an opportunity to be
heard by Developer.
10.3 Impact Fees. The Project is vested to the following impact fees in effect on
the date this Agreement is executed:
a. A school impact fee of zero;
b. A park impact fee of $2,200/ residential unit.
C. The transportation impact fee in place as of the Effective Date of
this Agreement, for a period of ten (10) years after the Effective Date, with yearly
increases based on CPI, as allowed in FWRC 19.85.
10.4 Property Tax Exemption. The Project qualifies for a Multifamily Dwelling
Unit Tax Exemption under FWRC 3.30 and is vested to the provisions of Chapter 3.30
FWRC as of the Effective Date of this Agreement for the term of the Agreement. The
Parties acknowledge that the Project is located within an eligible residential targeted area
for participation in the tax exemption program for both the 8 and 12-year option. Developer
may elect, at its sole discretion, to apply for the 8-year MFTE program. The 12-year option
(FWRC 3.30.040(1)(b)(ii)) shall not be utilized for the Project, unless a repeal, amendment,
or modification of RCW Ch. 84.14 or other applicable state law terminates the City's
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authority to implement the 8-year MFTE program, in which case Developer will be entitled
to utilize the 12-year option. At the end of the initial exemption period, Developer may
elect to apply for a 12-year extension to the exemption period as authorized by RCW
84.14.020(6), provided that the City has adopted provisions in FWRC authorizing the 12-
year extension within the City.
11. Future Code Amendments. Developer may request to develop the Property or
Project -phases thereof in accordance with new Code provisions, Development Regulations and
other regulations, policies, or guidelines hereinafter adopted by the City after the Effective Date,
including but not limited to future SEPA and/or Planned Action amendments for City Center,
without obligation to bring other portions of the Property into conformance with newly -adopted
Code provisions, Development Regulations and other regulations. Application of any future Code
amendments under this provision shall be on a Project -phase basis and shall be processed as a
Minor Amendment, unless expressly listed as a Major Amendment. Application of any future state
legislation and/or implementing Code amendments under this provision shall be on a Project -phase
basis and shall be processed as a Minor Amendment, unless expressly listed as a Major
Amendment.
12. Flexibility and Future Agreement Amendments. During the Term of this
Agreement, Developer or City may request amendments to this Agreement. Developer -requested
Amendments will be classified as: 1) "Developer Discretion"; 2) "Minor Amendments" subject to
review and approval by the Designated Official; or 3) "Major Amendments" requiring City
Council approval. As a rule of construction, all ambiguities with respect to whether a Developer -
requested amendment is classified as Developer Discretion, a Minor Amendment, or a Major
Amendment shall be resolved in favor of treating the proposed amendment as a Minor
Amendment.
12.1 Developer Discretion amendments are:
a. Any increase to any aspect of the Entitlement of 20% or less.
b. An increase to the timeline for any Project Phase by up to three
years.
C. All other Developer -requested amendments that result, as
determined by the Designated Official, in comparable benefit or functional
equivalence with no more than a de-minimis reduction of public benefits, reduction
in environmental protection, or increase in material public cost.
City review of Developer Discretion amendments is limited only to determining whether a
requested amendment is properly categorized as Developer Discretion under this
subsection. -
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12.2 Minor Amendments are all amendments that are not Developer Discretion
or Major Amendments.
12.3 Major Amendments are:
a. Changes to the Term of the Agreement.
b. Substantive change, as determined by the Designated Official, to the
Conceptual Plan (Exhibit B). Substantive changes to the Conceptual Plan are
changes that (1) propose a land use that is not included in the current Entitlement,
as set forth in Section 2.1 of this Agreement; or (2) propose an increase to any
aspect of the Entitlement in excess of 20%.
C. Substantive change, as determined by the Designated Official, to the
Phasing and Timing Plan (Exhibit C). A substantive change is one that would
increase the timeline for any Project Phase by more than three years.
13. Project Review. Developer shall be responsible to apply for all required City
permits, including but not limited to applications for planning and zoning permits, clearing and
grading permits, building permits and other such permits and approvals required under the FWRC
and necessary to authorize development of the Project or each respective Project -phase ("Project
Entitlement"). Each Project Entitlement application must demonstrate consistency with the vested
Development Regulations and this Agreement, including any Modifications as provided herein.
The City will review the application as provided by the FWRC. The Parties may agree to expedited
review procedures for a Project Entitlement Application subject to Developer's commitment to
fund expedited review and City's ability to secure resources necessary for permit issuance.
14. SEPA Compliance. SEPA review for this Agreement is a non -project level review.
Project -level SEPA review will be required as part of the Project Entitlement Application process
unless exempt under FWRC 14.15.030.
15. Inclusionary Zoning. The Project is subject to affordable housing requirements in
Chapter 19.110 FWRC. The City is accepting a retail subsidy in satisfaction of this requirement.
Developer will provide a 20% discount from market retail lease rates for at least 12,000 sq. ft. of
leasable space in the Project, at least half of which will be provided during Phases I and II, for a
period of 50 years. Developer will use best faith efforts to lease retail spaces to businesses
incorporated in and/or primarily operating in Washington state.
16. Concurrency Review. The Project will be subject to transportation concurrency
review under Chapter 19.90 of the FWRC. Concurrency review will be conducted during Project
Entitlement review for each Project Phase. Any Project Entitlement application submitted while
the City Center Planned Action is in effect will be evaluated under the Planned Action and will be
exempt from concurrency review if the trip generation is below the Planned Action threshold.
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17. A rmement to Run with the Land. For the term of this Agreement, the benefits and
obligations of this Agreement shall run with the land and continue following the subdivision,
leasing, or transfer of ownership to Developer's successors and assigns.
18. Term. The term of this Agreement shall be thirty (30) years from the Effective Date
of this Agreement ("Expiration Date") unless the Term is modified under the provisions of Section
12 of this Agreement. The Parties recognize that neither Party can anticipate all of the potential
changes in Developer's business needs, lease matters, construction techniques, or architectural
design that may occur during that time period. The Vested Code Provisions are not intended to
preclude future interpretations and adjustments in conjunction with specific development
applications for a Project -phase.
19. Construction of Documents. In the event there are any conflicts or ambiguities
between the terms of the body of this Agreement and the terms in any of the Exhibits, the terms of
the body of this Agreement shall control.
20. Recitals. The Recitals are incorporated herein as material terms of this Agreement.
21. Indemnification. Except as otherwise specifically provided elsewhere in this
Agreement and any Exhibits hereto, each Party shall protect, defend, indemnify and hold harmless
the other Party and their officers, agents, and employees, or any of them, from and against any and
all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever,
which are caused by or result from any negligent act or omission of the Party's own officers,
agents, and employees in performing services pursuant to this Agreement. In the event that any
suit based upon such a claim, action, loss, or damage is brought against a Party, the Party whose
sole negligent actions or omissions gave rise to the claim shall defend the other Party at the
indemnifying Party's sole cost and expense; and if final judgment be rendered against the other
Party and its officers, agents, and employees or be rendered jointly against the Parties and their
respective officers, agents, and employees, the Party whose sole negligent actions or omissions
gave rise to the claim shall satisfy the same; provided that, in the event of concurrent negligence,
each Party shall indemnify and hold the other Party harmless only to the extent of the indemnifying
Party's negligence. The indemnification to the City hereunder shall be for the benefit of the City
as an entity, and not for members of the general public.
22. Agreement Consistency with RCW 82.02.020. The Developer agrees that the
improvements, mitigation payments and dedications established by this Agreement shall be
consistent with the requirements of RCW 82.02.020 and mitigate the Project's direct impacts.
23. Recording. This Agreement shall be recorded by Developer with the King County
Recorder's Office.
24. Binding Effect; Assignability. This Agreement shall bind and inure to the benefit
of the Parties hereto and their respective successors, heirs, legatees, representatives, receivers,
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trustees, successors, transferees and assigns. Developer shall have the right to assign or transfer its
rights, subject to approval of the Designated Official which shall not be unreasonably withheld, in
whole or in part, under this Agreement. Developer shall provide City with written notice of any
transfer or assignment at least thirty (30) days prior to the closing of any transaction.
25. Interpretation. This Agreement has been reviewed and revised by legal counsel for
both Parties, and no presumption or rule construing ambiguity against the drafter of the document
shall apply to the interpretation or enforcement of this Agreement. Nothing herein shall be
construed as a waiver of the City's constitutional and statutory powers. Nothing herein shall be
construed or implied that the City is contracting away its constitutional and statutory powers,
except as otherwise authorized by law.
26. Authority. Each signatory to this Agreement represents and warrants that he or she
has full power and authority to execute and deliver this Agreement on behalf of the Party for which
he or she is signing, and that he or she will defend and hold harmless the other Parties and
signatories from any claim that he or she was not fully authorized to execute this Agreement on
behalf of the person or entity for whom he or she signed. Upon proper execution and delivery, this
Agreement will have been duly entered into by the Parties, will constitute as against each Party a
valid, legal and binding obligation that shall run with the land, and will be enforceable against each
Party in accordance -with the terms herein.
27. Delays. If either Party is delayed in the performance of its obligations in this
Agreement due to Force Majeure, then performance of such obligation shall be excused for the
period of delay. Force Majeure means extraordinary natural events or conditions such as war, riot,
pandemic (including but not limited to COVID-19 or its variants) or other causes beyond the
reasonable control of the Developer, but does not include labor disputes. The City's or Developer's
inability to fund, or decision not to fund, any of its obligations shall not be an acceptable reason
for delay.
28. Notices. All notices, requests, demands, and other communications called for or
contemplated by this Agreement shall be in writing, and shall be duly given by mailing the same
by certified mail, return receipt requested; or by delivering the same by hand, to the following
addresses, or to such other addresses as the Parties may designate by written notice in the manner
aforesaid:
Owner: Trent Development Inc.
Attn: Trent Mummery
166 Roy Street
Seattle, WA 98109
Phone: 206-234-6543
Email: trent(�]a,onetrent. com
And to its Attorney: McCullough Hill PLLC
Attn: Courtney Flora
701 5th Avenue, Suite 6600
Seattle, WA 98104
Phone: 206-812-3376
Email: cflora@n-ihseattle.com
City of Federal Way: Designated Official
Attn: Keith Niven
33325 81h Avenue South
Federal Way, WA
Phone: 253-835-2612
Email: keith.niven6aUederalwaywa.gov
And to its Attorney: City Attorney
Attn: Ryan Call
33325 8th Avenue South
Phone: 253-835-
Email: ryan_call Y.federalwaywa. og_v
29. Dispute Resolution. It is the Parties' intent to work cooperatively and to resolve
disputes in an efficient and cost-effective manner. All disputes arising out of or relating to this
Agreement shall be resolved as follows:
29.1. Settlement Meeting. If any dispute arises between the parties relating to this
Agreement, then the parties shall meet and seek to resolve the dispute, in good faith, within
ten (10) days after a Party's request for such a meeting. The City shall send the Designated
Official and persons with information relating to the dispute, and Developer shall send a
representative and any consultant or other person with technical information or expertise
related to the dispute.
29.2 Mediation. If the Parties cannot resolve the issue within ten (10) days then
they shall mediate the matter using a mediator from Judicial Dispute Resolution, LLC or if
that entity fails or declines to serve, such other similar service or organization as agreed by
the parties, or as appointed by the court if the parties cannot agree (collectively "JDR"),
within seven (7) days of their failure to agree pursuant to Section 29.L The Parties shall
evenly split any fees charged by JDR, regardless of the outcome of the mediation. Each
Party shall bear its own attorneys' fees in connection with the mediation.
29.3. Arbitration. If the Parties have still not resolved the matter, then and only
then shall arbitration be permitted. "Arbitration" for purposes of this Agreement shall be
limited exclusively to arbitration by one arbitrator, administered by JDR in accordance
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with the rules of practice and procedure from the American Association of Arbitration.
The arbitrator shall be someone other than the mediator who served under Section 29.2.
The arbitrator shall establish the procedures and allow presentation of written and oral
information but shall render its final decision within thirty (30) days after the matter is
referred to arbitration. The Parties shall pay equally the cost of the arbitration. Pursuant to
Section 32, the prevailing Party (or the substantially prevailing Party, if no one Party
prevails entirely) shall be entitled to an award of reasonable attorneys' and expert witness
fees and costs. The arbitration proceedings shall be binding, conclusive and, except as
provided below, not appealable, and any Party to any award rendered in any such
arbitration proceeding shall be entitled to have judgment entered thereon. In no event,
however, shall mediation or arbitration be available pursuant to this Section after the date
when institution of legal or equitable proceedings based on such claim, dispute, or other
matter in question would be barred by the applicable statute of limitations.
30. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. To extent permitted, venue for any judicial
action arising out of or relating to this Agreement shall lie in King County Superior Court.
31. Specific Performance. The Parties specifically agree that damages are not an
adequate remedy for breach of this Agreement and that the Parties are entitled to compel specific
performance of all material terms of this Agreement by any Party in default hereof. All terms and
provisions of this Agreement are material.
32. Attorneys' Fees. In any arbitration or judicial action to enforce or determine a
Party's rights under this Agreement, the prevailing Party (or the substantially prevailing Party, if
no one Party prevails entirely) shall be entitled to reasonable attorneys' fees, expert witness fees,
and costs, including fees and costs incurred in the appeal of any ruling of a lower court.
33. No Third -Party Beneficiary. This Agreement is made and entered into for the sole
protection and benefit of the Parties hereto and their successors and assigns. No other person shall
have any right of action based upon any provision of this Agreement.
34. Severability. This Agreement does not violate any federal or state statute, rule,
regulation or common law known; but any provision which is found to be invalid or in violation
of any statute, rule, regulation or common law shall be considered null and void, with the
remaining provisions remaining viable and in effect.
35. Cooperation in Execution of Documents. The Parties agree to properly and
promptly execute and deliver any and all additional documents that may be necessary to render
this Agreement practically effective. This Paragraph shall not require the execution of any
document that expands, alters or in any way changes the terms of this Agreement.
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36. Exhibits. This Agreement includes the following exhibits which are incorporated
by reference herein:
Exhibit A - Legal Description of TC-3 Property
Exhibit B — Conceptual Plan
Exhibit C — Phasing and Timing Plan
Exhibit D - Conceptual Improvement Plan
37. Full Understanding. The Parties each acknowledge, represent and agree that they
have read this Agreement; that they fully understand the terms thereof; that they have had the
opportunity to be fully advised by their legal counsel and any other advisors with respect thereto;
and that they are executing this Agreement after sufficient review and understanding of its
contents.
38. No Joint Venture. This Agreement is not intended to and nothing in this Agreement
shall create any. partnership, joint venture or other arrangement between the Parties.
39. Final and Complete Agreement. This Agreement is integrated and constitutes the
final and complete expression of the Parties on all subjects relating to the development of the
Project. This Agreement may not be modified, interpreted, amended, waived or revoked orally,
but only by a writing signed by all Parties. This Agreement supersedes and replaces all prior
agreements, discussions and representations on all subjects discussed herein, without limitation.
No Party is entering into this Agreement in reliance on any oral or written promises, inducements,
representations, understandings, interpretations or agreements other than those contained in this
Agreement and the Exhibits hereto.
40. Covenant of Good Faith and Cooperation. The Parties agree to take further actions
and execute further documents, either jointly or within their respective power and authority, to
implement the intent of this Agreement. Each Party covenants to use its best efforts and work
cooperatively in order to secure the benefits and rights under this Agreement. The Parties shall not
unreasonably withhold approvals or consents provided for in this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS, the Parties execute this Agreement below.
CITY OF FEDERAL WAY: ATTEST:
Jim Ferrell, Mayor
DATE:
-22-
Stephanie Courtney, CMC, City Clerk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
TRENT DEVELOPMENT INC.:
Trent Mummery, President
DATE:
STATE OF WASHINGTON )
) ss.
COUNTY OF
APPROVED AS TO FORM:
Courtney Flora, Attorney
On this day personally appeared before me Trent Mummery, to me known to be the President of
Trent Development_ Inc. that executed the within and foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he or she was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN under my hand and official seal this
Notary's signature
day of , 20_.
Notary's printed name
Notary Public in and for the State of Washington.
My commission expires
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For16th Sir eel
Sound Transit
Parking Garage
IV
VIA
1809 7TH AVE
SUITE 800
SEATTLE 98101
PROJECT:
TC-3
Masterplan
Federal Way, WA
Preliminary
Planning
Concept
Development
Agreement
NOV. 30, 2023
Illustrative
Drawings
CONCEPTUAL BUILDING MASSING - AERIAL VIEW
Illustrations shown here are preliminary and conceptual only to show general massing, planning intent and
design direction. Information shown is subject to change with more detailed design, engineering,
development agreement negotiations and municipal review.
02
r
Northwest -
Block m
Potential
City Hall Offices Q
L.L
f
/ +4 rr
` L 1 �•47�' \ L" 4
\ Ro01 T�rtste PM
. Access La" '— — -
`1
fR Level 3
•••• Rod Garden
S. 314th Street
+481.5 1 1 y +480' .
�.-� - ` . u
E
L•
W �
North Block
Q
o _
. 1
Level I 1
Roof Garden
.UJ Li\� t
4 a r *47
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.� ♦ O
\ FoTruod'
' •I Plaza Q
..... ' O O
Southeast
Block
I
GrouM Level courtyard
y f474'--
\ SE 1 490;
Event Pavilion 0
I�
VIA
r� —A PFRIKINS FA.5TMAN STUQ1Q
�-. `•r,. - 1809 7TH AVE
SUITE 800
y - ` SEATTLE 98101
c
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Northeast Block
V�
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o c
UW 30
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11
Sound Transit
Parking Garage
C
n um"
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14
SE 2
�S. 316th Street
II
Illustrations shown here are preliminary and conceptual only to show
general massing, planning intent and design direction. Information
shown is subject to change with more detailed design, engineering,
development agreement negotiations and municipal review.
PROJECT:
TC-3
Masterplan
Federal Way, WA
Preliminary
Planning
Concept
Development
Agreement
Exhibits
Dec. 4, 2023
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A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` •_+ SUITE 800
SEATTLE 98101
irk 0MOWN,
ittr •r.,x�-
PROJECT:
TC-3
Master Ian
kra
i Federal Way, WA
,` •' A : .� • • - ' }• ice, . _ }
Uj
•• ; >DEVELOPMENT
" irTRENT
lb
of r
1----•� ,.ram S/ F
Preliminary
- • -- -
Planning
':f - . • , , , • . Concept
,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street -
Exhibit C
Im F Vr
PHASE ImSE (AS SOUTHEAST BLOCK OPTION) PHASING & TIMING PLAN
0' 100' N
Sound Transit
Parking Garage
II
lustrations shown here are preliminary and conceptual only to show
eneral massing, planning intent and design direction. Information
hown is subject to change with more detailed design, engineering,
evelopment agreement negotiations and municipal review.
02
- I - _ _ I • `
s i
..;:.. .. •. ,.:.mow►
T♦
—V A
A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` •_+ SUITE 800
SEATTLE 98101
irk 0MOWN,
ittr •r.,x�-
PROJECT:
TC-3
Master Ian
kra
i Federal Way, WA
,` •' A : .� • • - ' }• ice, . _ }
Uj
•• ; >DEVELOPMENT
" irTRENT
lb
of r
1----•� ,.ram S/ F
Preliminary
- • -- -
Planning
':f - . • , , , • . Concept
,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street -
Exhibit C
Im F Vr
PHASE ImSE (AS SOUTHEAST BLOCK OPTION) PHASING & TIMING PLAN
0' 100' N
Sound Transit
Parking Garage
II
lustrations shown here are preliminary and conceptual only to show
eneral massing, planning intent and design direction. Information
hown is subject to change with more detailed design, engineering,
evelopment agreement negotiations and municipal review.
03
- I - _ _ I • `
s i
..;:.. .. •. ,.:.mow►
T♦
—V A
A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` •_+ SUITE 800
SEATTLE 98101
irk 0MOWN,
itt
r •r._
PROJECT:
TC-3
Master Ian
kra
i Federal Way, WA
_ ,` •' A : .�� • • - ' }• ice, . _ }
Uj
•• ; >DEVELOPMENT
irTRENT
a-�..
• . �, rr FF
lb
1----•� „ram S/ F
of r
Preliminary
- • -- -
Planning
':f - . • , , , • . Concept
�,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;�'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street _
�, �� • �
•- Sound Transit ,
Parking Garage
e
PHASE ImN (AS NORTH BLOCK OPTION) PHASING & TIMING PLAN Illustrations shown here are preliminary and conceptual only to show
general massing, planning Intent and design direction. Information
.* shown is subject to change with more detailed design, engineering, 04
o' 100' N development agreement negotiations and municipal review.
- I - _ _ I • `
s i
..;:.. .. •. ,.:.mow►
T♦
—V A
A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` •_+ SUITE 800
SEATTLE 98101
irk 0MOWN,
itt
r •r._
PROJECT:
TC-3
Master Ian
kra
i Federal Way, WA
_ ,` •' A : .�� • • - ' }• ice, . _ }
Uj
•• ; >DEVELOPMENT
irTRENT
lb
of r
a-�..
1----•� „ram S/ F
Preliminary
- • -- -
Planning
':f - . • , , , • . Concept
�,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;�'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street _
�, �� • �
•- Sound Transit ,
Parking Garage
e
F
PHASE IImSE SOUTHEAST BLOCK OPTION) PHASING & TIMING PLAN Illustrations shown here are preliminary and conceptual only to show
general massing, planning Intent and design direction. Information
ME + shown is subject to change with more detailed design, engineering, 06
o' 100' N development agreement negotiations and municipal review.
- I - _ _ I • `
s i
..;:.. .. •. ,.:.mow►
T♦
—V A
A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` •_+ SUITE 800
SEATTLE 98101
irk 0MOWN,
itt
r •r._
PROJECT:
TC-3
Master Ian
kra
i Federal Way, WA
_ ,` •' A : .�� • • - ' }• ice, . _ }
Uj
•• ; >DEVELOPMENT
irTRENT
lb
of r
a-�..
1----•� „ram S/ F
Preliminary
- • -- -
Planning
':f - . • , , , • . Concept
�,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;�'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street _
�, �� • �
•- Sound Transit ,
Parking Garage
e
F
PHASE IImSE SOUTHEAST BLOCK OPTION) PHASING & TIMING PLAN Illustrations shown here are preliminary and conceptual only to show
general massing, planning Intent and design direction. Information
ME + shown is subject to change with more detailed design, engineering, 06
o' 100' N development agreement negotiations and municipal review.
- I - _ _ I • `
s i
..;:.. .. •. ,.:.mow►
T♦
—V A
A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` SUITE 800
SEATTLE 98101
irk 0MOWN,
itt
r •
•�_
PROJECT:
• tV vv'
= ' ` TC-3
— Masterplan
kra
Federal Way, WA
Uj
•• >DEVELOPMENT
irTRENT
lb
of r
•
0
Preliminary
- • -- -
�.Planning
�.."'- ---_ ':f - . • , , , • . Concept
,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street -
Exhibit C
PHASE III - SITE PLAN (PHASING & TIMING PLAN
0' 100' N
law- � ---- --- �
._ �.
Sound Transit
Parking Garage
II
Illustrations shown here are preliminary and conceptual only to show
general massing, planning intent and design direction. Information
shown is subject to change with more detailed design, engineering,
development agreement negotiations and municipal review.
07
- I - _ _ I • `
s i
..;:.. .. •. ,.:.mow►
T♦
—V A
A RFRIKINS FA.5TMAN STUQ1fi
1809 7TH AVE
` SUITE 800
SEATTLE 98101
irk 0MOWN,
itt
r •
•�_
PROJECT:
• tV vv'
= ' ` TC-3
— Masterplan
kra
Federal Way, WA
Uj
•• >DEVELOPMENT
irTRENT
lb
of r
•
0
Preliminary
- • -- -
�.Planning
�.."'- ---_ ':f - . • , , , • . Concept
,uv, •�;� _ ;,-- _ :-�• - Development
Agreement
'--. ,;'� _ - _ • �;` Exhibits
Dec. 4, 2023
S. 316th Street -
Exhibit C
Im F Vr
law- � ---- --- �
._ �.
PHASE IV - SITE PLAN (PHASING & TIMING PLAN)
Sound Transit
Parking Garage
II
Illustrations shown here are preliminary and conceptual only to show
general massing, planning intent and design direction. Information
shown is subject to change with more detailed design, engineering,
development agreement negotiations and municipal review.
r
Northwest -
Block m
Potential
City Hall Offices Q
L.L
f
/ +4 rr
` L 1 �•47�' \ L" 4
\ Ro01 T�rtste PM
. Access La" '— — -
`1
fR Level 3
•••• Rod Garden
S. 314th Street
+481.5 1 1 y +480' .
�.-� - ` . u
E
L•
W �
North Block
Q
o _
. 1
Level I 1
Roof Garden
.UJ Li\� t
4 a r *47
O
.� ♦ O
\ FoTruod'
' •I Plaza Q
..... ' O O
Southeast
Block
I
GrouM Level courtyard
y f474'--
\ SE 1 490;
Event Pavilion 0
I�
VIA
r� —A PFRIKINS FA.5TMAN STUQ1Q
�-. `•r,. - 1809 7TH AVE
SUITE 800
y - ` SEATTLE 98101
c
+477
4
Northeast Block
V�
O
o c
UW 30
Garden
P A E C 1 -.
• O . � +474• .J
� ♦ ';�w ���_ _ � - ter...__ .-- .-- ,
Oft M-011111.. 'i 4-_ +�449' *4W
AIffa ■ICINA
-ter Qi
II�
11
Sound Transit
Parking Garage
C
n um"
A.
K I _
r 6
+4W
-iA
14
SE 2
�S. 316th Street
II
Illustrations shown here are preliminary and conceptual only to show
general massing, planning intent and design direction. Information
shown is subject to change with more detailed design, engineering,
development agreement negotiations and municipal review.
PROJECT:
TC-3
Masterplan
Federal Way, WA
Preliminary
Planning
Concept
Development
Agreement
Exhibits
Dec. 4, 2023
EWL�.--�
. I.
PRECEDENT EXAMPLE -ROAD A
r
FP
Sidewalk &
Tree Street Trees
mAm
12' to 14' ►--Q
9
Planter
Or Par'
STRFFT1% � � 0 SECTION1W
- ROAD A
,%W 0 0
Exhibit D
Two Way
Travel Lane
Planter
Or Parking
No Street Parking
This Side
Road A
West Arm Only
0iaewa1K a
Tree Street Trees
12' to 14'
Illustrations shown here are preliminary and conceptual only to show general massing, planning intent and
design direction. Information shown is subject to change with more detailed design, engineering,
development agreement negotiations and municipal review.
VIA
1809 7TH AVE
SUITE 800
SEATTLE 98101
PROJECT:
TC-3
Masterplan
Federal Way, WA
Preliminary
Planning
Concept
Development
Agreement
Exhibits
Dec. 4, 2023
10