Res 08-522
RESOLUTION NO. D8.t;dJ-
ORIGINAL
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FEDERAL WAY, WASHINGTON, AUTHORIZING THE CITY
MANAGER TO EXECUTE A MULTI-FAMILY HOUSING
LIMITED PROPERTY TAX EXEMPTION AGREEMENT
WITH UNITED PROPERTIES-SYMPHONY, LLC
WHEREAS, the City has, pursuant to Chapter 84.14 of the Revised Code of Washington
("RCW"), designated a City Center Residential Target Area for the allowance of a limited property
tax exemption for new multi-family residential housing; and
WHEREAS, the City has, through Ordinance No. 03-438, enacted a program whereby
property owners in the Residential Target Area may qualify for a Final Certificate of Tax Exemption
which certifies to the King County Assessor/Treasures that the owner is eligible to receive a limited
property tax exemption; and
WHEREAS, on December 11, 2007, the City and United Properties-Symphony, LLC,
("United Properties") entered into a Real Property Purchase and Sale Agreement ("Agreement")
regarding real property located at 31600 20th Avenue South, Federal Way, W A, Tax Parcel No. 09-
21049021 (the "Property"); and
WHEREAS, the Property is located in the City's Residential Target Area; and
WHEREAS, the Agreement provides that United Properties intends to divide the Property
into five (5) separate parcels and construct one mixed use residential and retail tower on each of the
four parcels and a public park on the fifth parcel (the "Project"); and
WHEREAS, the Agreement provides that the Project will consist of approximately 900
RES # Of - s;Id- , Page 1
residential units, of which a minimum of approximately 650 housing units shall be "ownership"
units; and
WHEREAS, these units will provide housing for individuals and small families; and
WHEREAS, on December 21, 2007, United Properties submitted a Multi-family Tax
Exemption Application (the "Application") to the City; and
WHEREAS, the Application provides that a minimum of 20% of the total units will be
affordable to moderate-income households; and
WHEREAS, the Community Development Services Department has determined that the
Project, if developed as proposed, will meet the requirements for the exemption; and
WHEREAS, on March 4, 2008, the Director of the Community Development Services
Department approved United Properties' Application based on the criteria set forth in FWCC 14-
236; and
WHEREAS, the City's tax exemption program requires United Properties to enter into an
agreement with the City regarding the terms and conditions of the Project.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
RESOLVES AS FOLLOWS:
Section 1. Authorization to Execute Multi-Family Housing Limited Property Tax Exemption
Agreement. That the City Manager of the City of Federal Way is hereby authorized to execute a
Multi-Family Housing Limited Property Tax Exemption Agreement with United Properties,
substantially in the form of the agreement attached hereto as Exhibit A, which agreement shall
provide for the development of the above-described Project in accord with certain terms and
conditions, in consideration for which the Property developed with the new multi-family housing
RES # rP; -S~ , Page 2
will be certified by the City as qualifying for a ten-year limited property tax exemption, pursuant to
Chapter 84.14 RCW.
Section 2. Severability. If any section, sentence, clause or phrase of this resolution should be
held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause or phrase of this resolution.
Section 3. Corrections. The City Clerk and the codifiers ofthis resolution are authorized to
make necessary corrections to this resolution including, but not limited to, the correction of
scrivener/clerical errors, references, resolution numbering, section/subsection numbers and any
references thereto.
Section 4. Ratification. Any act consistent with the authority and prior to the effective date
of this resolution is hereby ratified and affirmed.
Section 5. Effective Date. This resolution shall be effective immediately upon passage by
the Federal Way City Council.
RESOLVED BY THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON this (S6 dayof (]~)
CITY OF FEDERAL WAY
,2008.
RES # 6Jk. 5;;;:;)- , Page 3
ATTEST:
crr!iI:lUJ. fsilAip.(lhJ) ff.
CITY ERK, LAURA HAT \.wAY, CMC
APPROVED AS TO FORM:
f~a~
CITY ATTORNEY, PATRICIA A. RICHARDSON
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
RESOLUTION NO.:
~
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RES # Olf .~
, Page 4
MULTIFAMILY HOUSING LIMITED PROPERTY TAX EXEMPTION AGREEMENT
THIS MULTIFAMILY HOUSING LIMITED PROPERTY TAX EXEMPTION
AGREEMENT (herein this "Agreement") is entered into as of the date of mutual execution
hereof, by and between UNITED PROPERTIES - SYMPHONY, LLC, a Washington limited
liability company (herein the "Al1plicant"), and the CITY OF FEDERAL WAY, a Washington
municipal corporation (herein the "Citv") (collectively referred to as the "Parties") with regard to
the following.
RECITALS
A. The Applicant has applied for a limited property tax exemption as provided for in
Chapter 84.14 RCW and Federal Way City Code (FWCC) Chapter 14, Article VII for
multifamily residential housing in the Residential Targeted Area, as designated in FWCC
14-232, and the Director of Community Development of the City has approved the
application; and
B. The Applicant has submitted to the City preliminary site plans and floor plans for new
multifamily residential housing to be constructed as part of a Phased, mixed-use project
(the "Proiect") to be located at 31600 20th Avenue South, Federal Way, Washington, and
which is legally described on Exhibit A hereto (herein the "Property"). The City has
determined that the Property is "located in the urban area of the City and zoned CC-C;
such zoning is within the designated residential targeted area as defined in FWCC 14-
231(6) and FWCC 14-232; and
C. The City is the current owner of the Property. The Applicant has entered into a Purchase
and Sale Agreement (the "P&SA") with the City dated effective December 11, 2007, for
the purchase, sale and development of the Property; and
D. No existing rental housing building that contained four or more occupied dwelling units
was demolished on the Property within 12 months prior to the Applicant's submission of
its application for limited property tax exemption; and
E. The Parties contemplate that the Project will incorporate a binding site plan to divide the
Property into five parcels and that Buyer shall thereafter develop the Project in four
Phases: (i) Phase 1 will consist of the construction of one of four mixed-use towers on
one of the parcels within the Project, and a portion of the parking garage with enough
parking to satisfy the minimum parking requirements for the first tower, as well as a
public park on one of the parcels (herein "Symphony Park"), which shall be dedicated to
the City pursuant to the P&SA, and (ii) Phase 2, Phase 3 and Phase 4 will each consist of
the construction of one of the remaining towers on other parcels platted from the
Property, and the construction of an additional portion of the parking garage. Such
construction will be accomplished in accordance with the terms and conditions of the
P&SA for the Property. Each of the Phases of the Project (Phases 1 through 4) will be
referred to herein individually as a "Phase".
The four towers to be constructed are identified as: (i) "Tower A" (the structure to be
located upon the parcel platted from the south-west comer of the Property), and
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(ii) "Tower B" (the structure to be located upon the parcel platted from the south-east
comer of the Property), and (iii) "Tower C" (the structure to be located upon the parcel
platted from the northwest comer of the Property), and (iv) "Tower D" (the structure to
be located upon the parcel platted from the northeast comer of the Property). The tower
to be constructed during each Phase may be adjusted or modified as mutually agreed
upon for the purposes of facilitating this Agreement; and
F. The City recognizes that the Project Phases will require approximately seven (7) years to
complete, due to external market forces that compel phasing rather than complete, up-
front project financing. Therefore, the Applicant will not complete the entire Project
within three years of approval of this Agreement. The City anticipates that it will issue
multiple extension(s) of the Conditional Certificate of Acceptance of Tax Exemption as
defined in FWCC 14-236(d) (the "Conditional Certificate") following expiration of the
initial three-year approval for those Phases that have not been substantially completed
within the three year period. Provided, the Applicant must demonstrate fulfillment of the
extension criteria of FWCC 14-238 for each such Phase. Furthermore, the City
acknowledges that the ability to secure only phased financing to construct the Project
constitutes "market forces outside the control of the Applicant" with regard to completion
of the Project within the initial three-year approval period; and
G. The Applicant has submitted a complete application for exemption under FWCC 14-235
and RCW 84.14.050 and has committed to provide a minimum of fifty percent (50%) of
the space for permanent residential occupancy (the "Multifamilv Housing Component");
and
H. As defined inRCW 84.14.010, the Applicant agrees that: (1) for any Phase of the Project
that is intended by Applicant exclusively for rental units or a combination of rental and
owner occupancy units, Applicant [or its successor] shall rent or sell at least twenty
percent (20%) of the multifamily housing units within each such Phase of the Project as
affordable housing units to low and moderate-income households, and (2) for any Phase
of the Project that is intended by Applicant [or its successor] exclusively for owner
occupancy, Applican,t shall sell at least twenty percent (20%) of the multifamily housing
units within each such Phase of the Project as affordable housing units to moderate-
income households; and
I. The City has determined that each Phase of the Project will, if completed, occupied, and
owned or leased substantially as proposed, satisfy the requirements for a Final Certificate
of Tax Exemption as defined in FWCC 14-239; and
J. The Parties understand and agree that the Applicant intends to create condominium units
designated for separate ownership within the Project and that the rights, duties, and
obligations of this Agreement and the Conditional Certificate and Final Certificates of
Tax Exemption will benefit each such condominium unit and will be assigned to each of
the successor owners of each condominium unit. Further, the Applicant intends to
include within the Condominium Declaration an obligation for each successor owner of
each condominium unit to designate a third party to undertake to comply with the
continuing obligations of this Agreement, including by way of example and not
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limitation, the reporting and certification requirements pursuant to Section 5 herein. The
City agrees that in such circumstances, it will accept that report and certification on
behalf of the owners of the condominium units; and
K. The Parties understand and agree that the Applicant intends to create rental units within
the Project. The rights, duties, and obligations of this Agreement and the Conditional
Certificate and Final Certificate of Tax Exemption for the Tower containing the rental
units will continue to be the responsibility of the Applicant until such time as the Tower
containing the rental units are sold, at which time the rights, duties, and obligations of
this Agreement and the Final Certificate of Tax Exemption will be assigned to each of the
successor owners ofthe Tower containing the rental units; and
L. The Parties understand and agree that tax exemption for each Phase of the Project shall
be for a period of ten years beginning January 1 st of the year immediately following the
calendar year of issuance of the Final Certificate of Tax Exemption for the Phase, except
that the tax exemption shall be ended immediately upon cancellation for cause as
specified in FWCC 14-241.
NOW, THEREFORE, in consideration of the mutual promises herein, the City and the
Applicant do mutually agree as follows:
1. Conditional Certificate of Acceptance of Tax Exemption.
The City agrees, upon execution of this Agreement following approval by resolution of
the City Council, to issue a Conditional Certificate for the Project, which Conditional Certificate
shall expire three (3) years from the date of approval of this Agreement by the Council;
provided, the Director may grant extensions the Conditional Certificate for multiple periods of
two (2) years as specified in FWCC 14-238(a). The City understands that Applicant may transfer
ownership of all or a portion of the Project, and that the Conditional Certificate shall apply to the
Project in whole regardless of ownership. The Applicant understands and agrees that this
Agreement and the Conditional Certificate based thereon pertain to the Project complying with
the eligibility requirements of FWCC Chapter 14, Article VII and Chapter 84.14 RCW and that
in the event that a Phase of the Project ceases to comply with those requirements or conditions of
the land use or building permit approvals, this Agreement shall not be binding on the Parties as
to such non-complying Phase and any Conditional Certificate issued for such non-complying
Phase pursuant to this Agreement shall be cancelled in the manner specified in FWCC 14-241.
2. Agreement to Construct Multifamily Housing.
2.1 The Applicant agrees to construct the Project on the Property, including the
Multifamily Housing, substantially as described in the site plans, floor plans, and elevations
attached hereto as Exhibit B, subject to such modifications thereto as may be required to comply
with applicable codes and ordinances, including the design review process and the terms of the
P& SA). The Project shall include approximately 900 residential units.
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2.2 The Applicant agrees to construct the Project on the Property, including the
Multifamily Housing, and to comply with all applicable zoning requirements, land use
regulations, and building and housing code requirements contained in the FWCC. The Applicant
further agrees that approval of this Agreement by the City Council, its execution by the Director
of Community Development, or issuance of a Conditional Certificate by the City pursuant to
FWCC 14-236 is for the sole purpose of authorizing issuance of a Final Certificate of Tax
Exemption for each Phase of the Project and in no way constitutes approval of proposed
improvements on the Property with respect to applicable provisions of the FWCC or obligates
the City to approve proposed improvements. Issuance of a Final Certificate of Tax Exemption
by the City pursuant to or under authority of this Agreement, FWCC Chapter 14, Article VII, or
Chapter 18.14 RCW, shall NOT constitute or be construed as a representation or warranty,
express or implied, by the City that such improvements comply with applicable laws and no
liability shall attach to the City, it officers and officials (elected and appointed), employees, or
agents with respect thereto.
2.3 The Applicant agrees that the Multifamily Housing Component of the Project will
be completed as soon as reasonably possible from the date of approval of this Agreement by the
Council; the parties contemplate that the Conditional Certificate will be extended by the Director
for cause as provided in FWCC 14-238 to accommodated the phased construction of the Project.
The Applicant has indicated a final Project completion date of approximately September 2014.
The City anticipates the issuance of extension(s)of the Conditional Certificate following
expiration ofthe initial three-year approval for those Phases that have not been completed by that
time, provided the Applicant demonstrates fulfillment of the extension criteria of FWCC 14-238.
Furthermore, the City acknowledges that the ability to secure only Phased financing to construct
this Phased Project constitutes "market forces outside the control of the Applicant" with regard
to completion ofthe Phases of the Project within the initial three-year approval period.
2.4 The Applicant agrees that (1) for any Phase of the Project that is intended by
Applicant exclusively for rental units or a combination of rental and owner occupancy units,
Applicant [or its successor] shall rent or sell at least twenty percent of the Multifamily Housing
units within each such Phase of the Project as affordable housing units to low and moderate-
income households as defined in RCW 84.14.010; and (2) for any Phase of the Project that is
intended by Applicant [or its successor] exclusively for owner occupancy, Applicant shall sell at
least twenty percent of the Multifamily Housing units within each such Phase of the Project as
affordable to moderate-income households as defined in RCW 84.14.010. The units in each
Phase of the Project shall continue to meet affordability requirements noted above for a period of
ten years following issuance of the Final Certificate of Tax Exemption for each such Phase.
3. Requirements for Final Certificate of Tax Exemption.
The Applicant may, upon completion of the Multifamily Housing Component of each
Phase of the Project and upon issuance by the City of a temporary or permanent certificate of
occupancy for that Phase, request a Final Certificate of Tax Exemption for any such Phase of the
Project as described in Section I of the Recitals. The request shall be in writing directed to the
City's Department of Community Development and at a minimum be accompanied by the
following:
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a. A statement of expenditures made with respect to each Multifamily Housing unit
and the total expenditures made with respect to the entire Project;
b. A description of the completed work and a statement of qualification for the
eX,emption;
c. Documentation that the work was completed within the required three-year period
or any authorized extensions and in compliance with the terms of this Agreement;
d. A fee in the amount of$50.00 to cover the City's administrative costs;
e. Any such further information that the Director of Community Development
deems necessary or useful to evaluate eligibility for the Final Certificate of Tax Exemption.
4. Agreement to Issue Final Certificate.
The City agrees to file a Final Certificate of Tax Exemption for each Phase of the Project
applied for with the King County Assessor within thirty (30) days of submission of all materials
required by Section 3 hereof, if the Applicant has:
. a. Successfully completed the Multifamily Housing Component of such Phase in
accordance with the terms of this Agreement and FWCC Chapter 14, Article VII;
b. Filed a request for a Final Certificate of Tax Exemption with the Community
Development Department and submitted the materials described in Section 3 hereof;
c. Paid to the City a fee to cover the Assessor's administrative costs as specified in
FWCC 14-239(b); and
d. Met all other requirements provided in FWCC 14-239 for issuance of the Final
Certificate of Tax Exemption.
5. Annual CertificationlReport.
5.1 Within thirty (30) days after the first anniversary of the date the City filed the
Final Certificate of Tax Exemption for each Phase of the Project and each year thereafter for a
period of ten (10) years, the Applicant (or its successors) shall file a certification or declaration
with the Director of Community Development, verified upon oath or affirmation, with respect to
the accuracy of the information provided therein, containing the following with regard to each
. Phase:
i. A statement of the occupancy and vacancy of the Multifamily Housing
units during the previous year;
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ii. A certification that the Multifamily Housing units within the specified
Phase has not changed use since the date of filing of the Final Certificate of Tax Exemption, and
that such Phase continues to be in compliance with the contract with the City and the
requirements of Chapter 14, Article VII of the FWCC; and
111. A description of any improvements or changes to the specified Phase of
the Project made after the filing ofthe Final Certificate or the previous certification; and
iv. Any such further information that the Director of Community
Development deems necessary or useful.
5.2 Pursuant to RCW 84.14.100, by December 31 of each year the City is required to
report annually to the Department of Community, Trade, and Economic Development certain
information related to the use and occupancy of each Phase of the Project. In order to facilitate
such reporting, the owner or assigned designee for each Phase agrees to file with the Director of
Community Development by no later than November 30th of each year during the duration of the
exemption, a certification or declaration verified upon oath or affirmation, with respect to the
accuracy ofthe information provided therein, containing the following.
i. The actual development cost of each multiunit housing produced within
the Phase for which the report is issued; and
ii. The total monthly rent or total sale amount of each unit of multiunit
housing produced within the Phase for which the report is issued; and
111. The income of each renter household at the time of initial occupancy and
the income of each initial purchaser of owner-occupied units of multiunit housing within the
Phase for which the report is issued at the time of purchase for each of the units receiving a tax
exemption and a summary of these figures.
6. No Violations for Duration of Exemption.
For the duration of the exemption granted under FWCC Chapter 14, Article VII, the
Applicant agrees that each Phase of the Property will have no violations of applicable zoning
requirements, land use regulations, and building code requirements contained in the FWCC for
which the Department of Community Development or its functional successor shall have issued
an order to cease activity (OTC), or notice of violation and order to correct (NOV) that are not
resolved by a voluntary correction agreement, vacation by the hearing examiner, or action of the
property owner in compliance with the applicable code requirements as determined by the
Director, within the time period for compliance provided within such OTC or NOV, and any
extension of the time period for compliance granted by the Director. The rights of one Phase
shall not be negatively affected by the failings or breaches of any duties owed or obligations to
be performed by any other Phase(s) of the Project.
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7. Notification of Change in Use.
The Applicant agrees to notify the Director of Community Development and the King
County Assessor within sixty (60) days if the Applicant intends to convert the Multifamily
Housing on the Property to another use, or if the owner intends to discontinue compliance with
the affordable housing requirements as described in RCW 84.14.020. The Applicant
acknowledges that such a change in use may result in cancellation of the tax exemption and
imposition of additional taxes, interest and penalty pursuant to State law.
8. Cancellation of Tax Exemption - Appeal.
8.1 The City reserves the right to cancel the Final Certificate of Tax Exemption for
any of the Phases ofthe Project if at any time the Multifamily Housing for such Phase, no longer
complies with the terms of this Agreement or with the requirements of FWCC Chapter 14,
Article VII, or the use of the Phase is changed to a use that is other than residential or for any
other reason no longer qualifies for an exemption.
8.2 If the exemption as to a Phase of the Project is canceled for non-compliance, the
Applicant acknowledges that RCW 84.14.110 requires that an additional real property tax is to
be imposed in the amount of: (1) the difference between the tax paid and the tax that would have
been paid if it had included the value of the non-qualifying improvements, dated back to the date
that the improvements became non-qualifying; (2) a penalty of 20% of the difference calculated
under section (1) of this paragraph; and (3) interest at the statutory rate on delinquent property
taxes and penalties, calculated from the date the tax would have been due without penalty if the
improvements had been assessed without regard to the exemptions provided by Chapter 84.14
RCWand FWCC Chapter 14, Article VII. The Applicant acknowledges that, pursuant to RCW
84.14.n 0, any additional tax owed, together with interest and penalty, become a lien on the
Phase of the Property for which the exemption has been cancelled and attach at the time the
Property or portion of the Property is removed from multifamily use or the amenities no longer
meet applicable requirements, and that the lien has priority to and must be fully paid and
satisfied before a recognizance, mortgage, judgment, debt, obligation, or responsibility to or with
which the Property may become charged or liable. The Applicant further acknowledges that
RCW 84.14.110 provides that any such lien may be foreclosed in the manner provided by law for
foreclosure of liens for delinquent real property taxes.
8.3 Upon determining that a tax exemption for a Phase of the Project is to be
canceled, the Director, on behalf of the City Council, shall notify the property owner(s) of the
Phase by certified mail, return receipt requested. The property owner(s) may appeal the
determination in accordance with FWCC 14-241.
9. Amendments.
No modification of this Agreement shall be made unless mutually agreed upon by the
Parties in writing and unless in compliance with the provisions of FWCC 14-237 and Chapter
84.14 RCW. If the City Council amends FWCC 14, Article VII to extend the period of
eligibility for tax exemption, this Agreement may be amended to allow the same period of tax
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exemption. For example, as ofthe date ofthis Agreement, RCW 84. 14.020(1)(a)(ii)(b) presently
specifies that the period of eligibility is for twelve (12) years. If the provisions of FWCC 14,
Article VII is so amended to extend the term from ten (10) years to any period of longer
duration, this Agreement may be amended to provide for the longer period of eligibility for tax
exemption.
The provisions ofRCW 84.14.020(1)(a)(ii)(b) extend to the Applicant the right to apply
for an eight (8) year period of the tax exemption based upon the construction of Multifamily
Housing units in the Residential Targeted Area, as designated in FWCC 14-232. This eight-year
tax exemption is not dependent upon the sale or rental to either low or moderate-income
households. Therefore, in the event Applicant [or its successors] intends to sell or rent one or
more of the Multifamily Housing units in one or more Phases with the result that the Phase of the
Project in which such Multifamily Housing unit(s) is/are located, will cease to qualify for, or be
eligible for the tax exemption provided pursuant to this Agreement, Applicant [or its successors]
shall be entitled to convert the tax exemption applicable to such Phase ofthe Project from the tax
exemption provided pursuant to this Agreement to the eight-year tax exemption under Chapter
84.14 RCW, or such other period established by State law and the FWCC. The ability to convert
to such shorter duration tax exemption period shall be conditioned upon Applicant [or its
successors] complying with all requirements for the eight-year tax exemption. The conversion of
the duration of the tax exemption shall require the parties to agree to an amendment to this
Agreement, which agreement shall not be unreasonably delayed or conditioned. As a condition
to such Amendment, Applicant [or its successors] shall notify the City prior to ceasing to be
eligible for the tax exemption provided pursuant to this Agreement.
10. Binding Effect.
The provisions, covenants, and conditions contained in this Agreement are binding upon
the Parties hereto and their legal heirs, representatives, successors, assigns, and subsidiaries;
provided that, as to each condominium unit created, the obligations herein shall be limited to the
individual ownership interest( s) created.
11. Recording of Agreement.
The Director shall cause to be recorded, or require the Applicant to record, in the real
property records of the King County Department of Records and Elections, this Agreement and
any other documents as will identify such terms and conditions of eligibility for exemption as the
Director deems appropriate for recording, including requirements under this chapter relating to
affordability.
12. Audits and Inspection of Records.
The Applicant understands and agrees that the City has the right to audit or review
appropriate records to ensure compliance with this Agreement and FWCC Chapter 14, Article
VII and to perform evaluations of the effectiveness of the Multifamily Tax Exemption program.
The Applicant agrees to make appropriate records available for review or audit upon seven days'
written notice by the City.
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13. Incorporation of Recitals.
The Recitals to this Agreement are an integral part of the agreement between the parties
and are incorporated herein by this reference.
14. Headings.
The headings of the Articles, Sections and Paragraphs in this Agreement are inserted
solely for indexing and convenience and are not a part of and are not intended to amplify or
restrict the contents of the respective paragraphs or sections or to govern, limit or aid in the
construction of any term or provision hereof.
15. Notices.
All notices to be given pursuant to this Agreement shall be in writing and shall be deemed
given when hand-delivered within normal business hours, when actually received by facsimile
transmission, or two business days after having been mailed, postage prepaid, to the parties hereto at
the addresses set forth below, or to such other place as a party may from time to time designate in
writing.
APPLICANT:
Primary
United Properties - Symphony, LLC
C/O Inslee Best
PO Box C-900 16
Bellevue, W A 98009
Phone: (604) 736 3864 Fax: (604) 736 3811
Attn.: David Setton
Secondary
United Properties, Ltd.
2608 Granville Street, Suite 550
Vancouver, BC V6H 3V#
Phone: (604) 736 3864 Fax: (604) 736 3811
Attn: Director
CITY:
City of Federal Way
Department of Community Development Services
PO Box 9718
Federal Way, W A 98063-9718
Phone: (253) 8352611 Fax: (253) 835-2609
Attention: Director
16. Requirements Binding on Successors.
The covenants, agreements, restrictions, and requirements contained herein shall run with
the land and be binding upon all subsequent owners, successors, and assigns of Applicant. This
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Agreement expires three (3) years from the date of approval of this Agreement by the Councilor
after any extension authorized under FWCC 14-238.
17. Indemnification.
The Applicant acknowledges that it is aware of the potential tax liability that may be
imposed if and when one or more Phases cease to be eligible for the incentive provided pursuant
to this Agreement. Such liability may include the imposition of additional real property tax,
penalties and interested pursuant to RCW 84.14.nO. The Applicant, for itself [for so long as it
is the fee owner of any unit in the Phase that is subject to the additional property tax liability
pursuant to RCW 84.14.110], and the successors, designees, assigns, and all subsequent owners
of such Phase, shall protect, defend, indemnify and hold harmless the City, from and against any
and all third party claims, actions, causes of action, demands, damages, liabilities, losses, costs
and expenses ("Liability"), including reasonable attorney's fees and costs arising from any
mediation, arbitration and litigation (through all appeals), commenced due to a
determination that one or more Phases ceases to be eligible for the incentive provided pursuant to
this Agreement; provided, the Applicant's obligation under this Section [and that of its
successors, designees and assigns] shall not require such defense, protection or indemnification
from Liability that arises from the negligent, unlawful, erroneous or improper acts or omissions
by the City, its officers, officials, employees or agents that directly or indirectly results, causes or
initiates the imposition ofthe potential tax liability.
18. Attorneys' Fees.
In any controversy, claim or dispute arising out of, or relating to this Agreement or the
method and manner of performance thereof or the breach thereof, except as otherwise set forth in
Section 17, the prevailing party shall be entitled and awarded, in addition to any other relief, to a
reasonable sum as litigation expenses. If neither party wholly prevails, the party that
substantially prevails, shall be awarded a reasonable sum as litigation expenses.
19. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute one instrument,
but in making proof hereof it shall only be necessary to produce one such counterpart. The
signature pages from such counterparts may be assembled together to form a single instrument
comprised of all pages of this Agreement and a complete set of all signature. The date upon
which the last of all of the parties have executed a counterpart of this Agreement shall be the
"date of mutual execution" hereof.
20. Severability.
In the event that any term or clause ofthis Agreement conflicts with applicable law, such
conflict shall not affect other terms of this Agreement which can be given effect without the
conflicting terms or clause, and to this end, the terms of the Agreement are declared to be
severable.
-10-
C:\Documents and Settings\default\Desktop\Prop. Tax Exemption Contract 3.21.08.DOC
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
of mutual execution hereof as indicated below.
CITY OF FEDERAL WAY, a political
subdivision of the State of Washington
NEAL BEETS, City Manager
Dated this _ day of March, 2008
ATTEST:
City Clerk, Laura Hathaway, CMC
APPROVED AS TO FORM:
City Attorney, Patricia A Richardson
-11-
C:\Documents and Settings\default\Desktop\Prop. Tax Exemption Contract 3.21.08.DOC
APPLICANT:
UNITED PROPERTIES-SYMPHONY,
LLC, a Washington limited liability company
By: DVS Symphony, Inc., a Washington
corporation
Its: Managing Member
By: David Setton, its President
Dated this _ day of March, 2008
STATE OF WASHINGTON )
) ss.
COUNTYOF~G )
On this day personally appeared before me DAVID SETTON, known me known to be the PRESIDENT of DVS
Symphony, Inc., a Washington corporation, the managing member of United Properties-Symphony, LLC that
executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this _ day of
,2008.
(typed/printed name of notary)
Notary Public in and for the State of Washington.
My commission expires
-12-
C:\Documents and Settings\default\Desktop\Prop. Tax Exemption Contract 3.21.08.DOC
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Parcel 5 of the Federal Way Binding Site Plan Number BSP , as recorded under King County
Recording number 2008 , Records of King County, which Parcel is a portion of the
real property formally known as:
Lot 1, King County Short Plat Number 182027, according to the short plat recorded under recording number
8403140752, Records of King County
EXCEPT that portion condemned in King County Superior Court Cause Number 03-2-18100-5KNT for the
construction, operation and maintenance of the Regional Express Federal Way Transit Center and related
facilities,
AND EXCEPT that portion described as follows:
Beginning at the Southwest comer of said Lot 1; Thence along the Wes~ line of said Lot North 01l20'/23" East
28.21 feet; thence parallel withthe South line of said Lot South 88/16'19" East, 413.57 Feet to the East line of
said Lot; Thence along said East line South 01l29'/00" West, 28.21 feet to the South line of said Lot; thence
along said South Line North 88116'19" West, 413.50 feet to the Point of Beginning.
Also known as Parcel A of City of Federal Way Boundary Line Adjustment No BLA 06-1 061 I l-SU, Recorded
under recording Number 20061229900009
-13-
C:\Documents and Settings\default\Desktop\Prop. Tax Exemption Contract 3.21.08.DOC
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