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AG 01-094 DATE IN: I DATE DUT: TTD: Ü~L~\¿ CITY OF FEDERAL WAY LAW DEPARTMENT REGUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEWISIGNATURE ROUTING BLIP 1. ORIGINATINOIDEPT.IDIV.: -::s;:\:) 'c \, '- ~~(' \u,. 2. DRIOIINATING STAFF PERSDN: EXT:- 3. DATE REm. By: 4. TYPE DF DDCUMENT REGOUESTED [CHECK DNEJ: D PRO>ESSIONAL SERVICE AGREEMENT D SECURITY DOCUMENT D MAtNTENANCElLASOR AGREEMENT I&.G., """""ONT" --"'N 8DND, ""'BNMONT OF >UND. 'N U'u "" S~'" D PUBLIC WORKS CONTRACT D CONTRACTOR SELECTION DOCUMENT D SMALL PUSUC WORKS CONTRACT 'E.G" R>S, RE., R- AOI'. ð/- Q. / 'LOB. THAN ER".COD' D CONTRACT AMENDMENT - / )'-' D PURCHASE AGREEMENT D EASEMENT ' 'MATER'~, SU..UE., E~'.ME,", D OTHER D REAL ESTATE PURCHA"E & SALES AGREEMENT D CDBOI 15. PRD.JECTNAME: ~~'~~~I:)\\)~~~~~~~"-~ B. NAME DF CDNTRACTDR: r~~ ö.~~ \\~\~ ~~- ~~ ADDRESS: PHDNE: TYPE DF PERSDN DR ENTITY [CHECK DNEJ: D INDIVIDUAL D PARTNERSHIP D SOLE PROPRIETORSHIB STATE. D CORPORATION TAX IDOI&S', -- SIGNATURE NAME: TITLE: 7. SCOPE DF WDRK: ATTACH EXHIBIT A . A CDMPLETE AND DETAILED DESCRIPTION OF THE SERVICES DR BCDPE DF WORK. INCLUDING CDMPLETlDN DATE FDR EACH PHASE OF WORK AND LOCATlDN DF WORK. S. TERM: CDMMENCEMENT DATE: CDMPLETIDN DATE: B. TDTAL CDMPENSATIDN $ [INCLUDE EXPENSES AND SALES TAX, IF ANy) "F CALCU~T.D DN HDU"LV ~.DR CH_- - ATT=H BeHODU". DF '~VOE. "TLE. _D ~UDAV RA~.' REIMBURSABLE ExPENSES: Is SALES TAX DWED? DYES DYES DND DND IF YES. MAXIMUM DDLLAR AMDUNT: $ IF YES. $ PAID BY: D CDNTRACTOR D CITY 1D. SELECTIDN PRDCESS USED [CHECK DNEJ: D REIOUEST >OR BIDS D REI>UEST >OR BROBOSALS D RE"UEST >OR muOTES D R.I>U."T >OR muAU>ICATIONS D ARCHITECT & ENGINEER LIST D BMALL WORK" ROETER 11. CDNTRACT REVIEW INITIALIDATE ApPRDVED D DIRECTOR D LAw [ALL CONTRACTS' D RISK MANAGEMENT !ALL CDNTRA~ OXCOAT AMONDM.~. CD~CTQR .ELECTODN DDCUMBNT"J D HUMAN SERV'CES 11. CDNTRACT SIOINATURE RDUTINOI INITIALIDATE ApPRDVED D LAw DEBARTMENT D COTV MANAGER D COTV CLERK ~NO:: :;:K TO °lrr-TI'f;r ~ .) D PURCHASING. PLEASE CHARGE TO. CDMMENTS WHOU - OR'R'NAC .m. w~ =~CY ~ARV - C~K = ~~ .'NK - ~w~. ~~-DD - ___fl- ~.,. LeO- ,_v ,,~.. = = . c-J ~\ -'\'\l c;) 1111111111111111 RetumAddress 20010716000500 ~~. \ t" .- - ... Name \. ~~Q.. \ ~. PAGE 881 OF 00S A. 07/16/Z881 10:14 Address \I¡ \ r (..~ KING COUNTY, UA City, State ,žf?' ~~1-l\ \DCIM \ l'k-L G\?ii.o3 " .. ....., .. .. ..,.., .... ... ... 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Tbe staff will not read tbe document [0 verify tbe accuracy or completeness of [he indexing information provided herein. .................................... .....,..,..",..,..,......................................... .......... ....... WASHINGTON STATE COUNTY AUDITOR/RECORDER'S INDEXING FORM (Co..r Sheet) Form 7265-2 ORIGINAL <.::> <--.:> Lr> = = "'" <.0 <-. = . c.. = c-. After Recording Return To: City of Federal Way Attn: Karen Kirkpatrick PO Box 9718 Federal Way, WA 98063-9718 MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT Complete Legal Description on Exhibit A Abbreviated Legal Description: Parcel C-I, St. Francis Binding Site Plan as recorded in Vol. 160 of Plats, pages 44 - 48, corrected under Recording No. 9505221043; Tract D-2, St. Francis Binding Site Plan as recorded in Vol. 176 of Plats, pages 71- 75; and The Ny, of the W y, of the NE Y. of the SW y. of Section 20 TWN 21 N, Range 4 E, W.M., King Co., Washington. Tax Parcel No.; 750451-0020-00; 750451-0060-01; 202104-9038-04 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Federal Way, Washington, a municipal corporation ("City") and Franciscan Health System-West, a Washington nonprofit corporation ("FHS") have entered into a Voluntary Development Agreement dated ~\.l....\ 5 ,2001 (the "Agreement') as authorized by RCW 36.708.170-.210 with respect to the real property located in the City of Federal Way, County of King, State of Washington, and more fully described in Exhibit A attached hereto. The Agreement provide>, among other ,hings, for the dedication by FHS to the City of the north thirty (30) feet of Parcels A, B, and C, as described in Exhibit A attached hereto, for an extension of South 344th Street in Federal Way, Washington, from 9th Avenue South on the east to I" Avenue South on the west (the "Road Extension") and for FHS to pay to the City its Pro Rata Share of the City's costs incurred in building the Road Extension. A copy of the Agreement may be found on file with the City of Federal Way in FileNo. F\('~ C')\-C\'-\ The Agreement became effective upon execution by the parties and it shall terminate without further action of either party upon completion of construction of the Road Extension and the performance by the parties of all their duties as set forth in the Agreement. Following termination, the '" <::'> <:> <::> r., City will, upon demand of FHS, execute and record an acknowledgment that the Agreement has tenninated and that this Memorandum of Voluntary Development Agreement ("Memorandum") should be released as a matter of record. The Agreement is incorporated by reference herein as though written at length herein, and the Agreement and this Memorandum shall be deemed to constitute but a single document, and in the event of conflict between this Memorandum and the Agreement, the tenns of the Agreement shall contlO!. Capitalized tenns used in this Memorandum shall have the same meaning ascribed to them in the Agreement This Memorandum shall inure to the benefit of, and binding upon, the parties hereto and their respective successors and assigns. IN WI1NESS WHEREOF, the parties have hereunto set their hands this .5 day of ~ ' \ ' :s .2001. = <=> LC") <::> FRANCISCAN HEALTH SYSTEM-WEST, a Washington nonplOfit corporation c::, """ <Q ~ CU- 'fÀ~ LA-cv... (' IU'chn/S ,S""l.P (print name and title) BY: BY: &>.¿O-Ol Date: ",,5 Date: ATTEST: This 5 day of ~u-.\.;...\ , \ ,2001. t- ApplOved as to Fonn for City of Federal Way: ~~.~ City Attorney, Bob C. Sterbank 2 = = U"1 = = '=" <.£> t-- = = = ~ STATE OF WASHINGTON ) ) ss. ) COUNTY OF KING On this day, personally appeared before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, David H. Moseley, to me known to be the City Manager of the CITY OF FEDERAL WAY, a Washington municipal corporation, the corporation 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 was authorized to execute the said instrument. Given under my hand and official seal this __5- day 0~v-.-.\.Lt;w200. 1 """"" ~n ~-'-Q "I - [¡+~/.~~,., .i.7:~J:1 :. G . . - i ~ (typed/printed name of notary) ~ ... t~ ¡IE Notary Public in and for the State ~l _....f.:: of Washington. "'~';"';'~~: My commission expires: 5-~.-oS . """,......", STATE OF WASHINGTON ss. COUNTY OF PIERCE On this 0\,;;1 day of T ~e.. ,2001, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the 5e~,c, \1'0"- '"""Ç)",.à.....:t of FRANCISCAN HEALTH SYSTEM-WEST. a Washington non-profit corporation, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the /Tee and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute said instrument on behalf of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. ,""""\ _..~E.A Pú).." .:~<;> """""'" 'Tt-.'" - "",_-:~N~'" ;.:" I ;: ~ ~ ,,1, ", U' " ;: fa ~1~ ~ ~ ~ ~u Ã."õ ~ ~ ~ \VB\~ f ;: ',~ '..$-20-0'1>,--'~.:: ". 1'~"""""""A-r_: I OI'WAS~ ,- "".""',_.' ~~ (notaA signature) ---;) . IVJ., e"-.. \ v..l'v IS (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: .j-:';lO-O3. 192 I 66\agcccmen"'hfcc40c - 04302001 3 <=> <= Lr! = ~ = <.0 <-- = = = C'« EXHIBIT A TO MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT PROPERTY OWNED BY FHS PARCEL A (Main Hospital): Parcel C-!, as rlescrihed in St. Francis Hospital, a Binding Site Plan, according to the plat thereof, recorded in Volume 160 of Plats, pages 44 through 48, inclusive, in King County, Washington, as corrected by Affidavit of Correction recorded May 22, 1995, under Recording Number 9505221043. Tax Parcel No. 750451-0020-00 PARCEL B (Emergency Room Access): Tract D-2, as described in St. Francis Hospital, a Binding Site Plan-Amendment No. I, according to the plat thereof, recorded in Volume 176 of Plats, pages 71 through 75, in King County, Washington. Tax Parcel No. 750451-0060-01 PARCEL C (Undeveloped Parcel): The North half of the West half of the Northeast quarter of the Southwest quarter of Section 20, Township 21 North, Range 4 East, Willamette Meridian, in King County, Washington; EXCEPT that portion of said subdivision described as follows: Commencing at the northwest comer of said subdivision; Thence along the North line thereof South 88°46'40" East 295.00 feet to the true point of beginning; Thence continuing along said North line South 88°46'40" East 359.08 feet to the Northeast comer of said subdivision (said Northeast comer also being the Northwest comer of Lot 3 of West Campus Business Park, according to the plat thereof, recorded in Volume 97 of Plats, pages 78 through 82, inclusive, in King County, Washington); Thence along the east line of said subdivision south 01 °14'49" West 659.58 feet to the Southeast comer of said subdivision; Thence along the South line of said subdivision North 88°45'46" West 358.70 feet; Thence parallel with the West line of said subdivision North 01 °12'52" East 659.49 feet to the true point of beginning. Tax Parcel No. 202104-9038-04 4 ~ t\ -~~ VOLUNTARY DEVELOPMENT AGREEMENT REGARDING THE EXTENSION OF SOUTH 344TH STREET This Agreement ("Agreement") is made and entered into this ~ day o~, 2001, by and between Franciscan Health System-West, a Washington nonprofit corporation ("FHS"), and the City of Federal Way, Washington, a municipal corporation ("City"). RECITALS A. FHS owns and operates S1. Francis Hospital located at 34515 9th Avenue South, Federal Way, Washington. The building in which the hospital is situated and two nearby medical office buildings make up an integrated medical complex. The properties included in the medical complex, all of which are owned by FHS, are referred to herein as the "Campus Property." (The two medical office buildings in the medical complex are subject to ground leases wherein FHS is the ground lessor.) The Campus Property is described in Exhibit "A" attached hereto. FHS also owns the undeveloped five-acre parcel that abuts the western boundary of the Campus Property and that is described in Exhibit B attached hereto (the "Undeveloped Parcel"). B. On January 22, 1992, the Hearing Examiner issued his Recommendation for Approval of the Binding Site Plan in file # UP3-91-0002 for a 13,400 square foot expansion of the 113,206 square foot hospital building. The Hearing Examiner recommended that before recording the binding site plan then proposed ("1992 Binding Site Plan") FHS should enter into "a written agreement with the City to contribute a pro rata share to the cost of constructing South 344th Street between ¡st Avenue South and 9th Avenue South" and "committing to dedicate at the time of the actual final design of South 344th Street up to thirty feet of public street right-of-way and appropriate intersection radii along the north boundary of the site" depicted in the 1992 Binding Site Plan. The Hearing Examiner further recommended that the "actual extent of the 1 ORIGINAL needed right-of-way" be detennined by a traffic study and street design approved by the City with input from FRS. C. FRS appealed the detennination of the Rearing Examiner, and on March 17, 1992, the Federal Way City Council enacted Resolution No. 92-101, that adopted the findings, conclusions and recommendations of the Rearing Examiner, added three findings of the Council, and approved with conditions the 1992 Binding Site Plan. The conditions imposed by the Council in Resolution 92-101 are: (1) FRS agrees to dedicate to the City of Federal Way right- of-way to build 344th Street to City standards, with standard width of a street under City standards at that time being sixty feet in width; (2) FRS will dedicate at most thirty feet of right- of-way to the City to build 344th Street to City standards; (3) any dedication by FRS may be less than thirty feet depending upon how much land the u.S. Government (the owner of the property to the north of the Campus Property) dedicates to street construction; (4) FRS will not be required to dedicate right-of-way unless or until such time as the commitment by the U.S. Government to dedicate such right-of-way; and (5) the level of FRS's financial participation in the roadway construction will be deferred and combined with the SEP A review for the next development application for the Campus Property. There was no appeal Resolution 92-101, the 1992 Binding Site Plan was recorded, and the proposed expansion of the hospital building was constructed by FRS in 1992. D. On January 19, 1994, the Rearing Examiner issued his Recommendation for Approval of a modification of the 1992 Binding Site Plan in file #92-00050PR, 92-0006SEP, and 92-0004SPR. The project proposed by FRS for the Campus Property was the construction of a 51,353 square foot medical office building at the northeast comer of the Campus Property. At that time the U.S. Government was not prepared to dedicate any land for a street right-of-way and there was no final design of an extension of South 344th Street, and as a result, the City at that time did not require FRS to dedicate any land for such an extension. There was no appeal of the Recommendation, and the medical office building was constructed in 1995. 2 E. FRS is currently proposing to construct on the Campus Property a 62,000 square- foot Ambulatory Services Center with related parking ("the Project"). At this time the U.S. Government is still not prepared to dedicated any land for a street right-of-way, no traffic study has been performed to determine the actual extent of the needed right-of-way for an extension of South 344th Street, and there is no final design of such an extension. F. The City desires that as part of the Project and in addition to those conditions that may be administratively imposed as permit conditions, FRS enter into a development agreement that provides for the dedication of the north thirty (30) feet of the Campus Property and the Undeveloped Parcel and that establishes the terms and conditions under which FRS will participate in the construction of an extension of South 344th Street between l"t Avenue South on the west and 9th Avenue South on the east over the property to be dedicated by FHS. G. In order to accommodate the desire of the City and to expedite the approval of the Project, FRS is willing to enter into a development agreement as proposed by the City provided that Resolution No. 92-101 is rescinded. H. Review of the Project under the State Environmental Policy Act ("SEP A") is under way. I. The City has authority under SEPA, RCW 82.02.020, and Federal Way City Code Section 19-46 to require the dedication of land where reasonably necessary as a direct result of a proposed development application, and to enter into a voluntary agreement with an applicant to provide for payment by the applicant to mitigate the direct impact that has been identified as a consequence of a proposed development. J. The City has authority under RCW 36.70B.170-.210 to enter into a development agreement to delineate mitigation that will be required as part ofthe Project. 3 NOW, THEREFORE, in order to avoid conflict over the extent of the dedication or mitigation requirements of Resolution 92-101, to avoid the necessity to construct street improvements at this time on South 344th Street, to provide for the mitigation of any direct, indirect, or cumulative traffic impacts arising from the Project as well as future projects to be constructed on the Campus Property and the Undeveloped Parcel, and to facilitate use and development of the Campus Property and the Undeveloped Parcel, the parties agree as follows: 1. Dedication of Property For Road Purposes. 1.1 Property to be Dedicated; Timing. FRS hereby agrees to designate the north thirty (30) feet of its Campus Property as Tract "Z" on a binding site plan to be presented to the City for review and approval as a part of the Project. Once the Project has received all necessary development approvals and permits and once the binding site plan has been approved by the City and recorded, then any time thereafter, following ninety (90) days prior written notice from the City requesting such dedication, FRS will dedicate Tract Z and the north thirty (30) feet of the Undeveloped Parcel to the City for the purpose of building a road that extends South 344th Street from 9th Avenue South on the east to 151 Avenue South on the west (the "Road Extension"). The dedication shall be free and clear of all liens, encumbrances, covenants, restrictions, easements and any other title defects. 1.2 No Dedication of Additional Property. The City agrees not to impose as a condition of FHS's obtaining any development permit or approval necessary for the Project or any future project to be constructed on the Campus Property or the Undeveloped Parcel that FHS dedicate any other property for an extension of South 344th Street. The City further agrees that it will not request that the Hearing Examiner impose any such condition. 1.3 Right to Terminate. If the Hearing Examiner requires FHS to dedicate any property for an extension of South 344th Street in addition to Tract Z and the north thirty (30) feet 4 of the Undeveloped Parcel as a condition of obtaining any development permit or approval necessary for the Project or if the City, by appropriate action of its City Council, fails to rescind Council Resolution No. 92-101 as a part of the City's approval of this Agreement, then FHS may terminate this Agreement by written notice to City. 2. Road Construction Reimbursement. 2.1 Pro Rata Share and Road Extension. FHS agrees to pay and reimburse to the City (or to any third party actually constructing the Road Extension at the direction of the City and to whom the City is obligated for reimbursement) its pro rata share ("Pro Rata Share") of the cost of building the Road Extension to City standards. The Road Extension is hereby defined as the street to be constructed between 9th Avenue South on the east and 1 st Avenue South on the west, the improvements to be made to the intersections at 9th Avenue South and 1 sl Avenue South, and all roadway alterations and improvements to be constructed on the Campus Property and the Undeveloped Parcel that are made necessary by the design and construction of the street. FHS's Pro Rata Share of the cost of building the Road Extension shall be determined and payable at such time as the City, by appropriate action of its City Council has approved the final design of the Road Extension and authorized a call for bids. 2.2 Calculation of Pro Rata Share. FHS's Pro Rata Share of the cost of building the Road Extension shall be in the same ratio as the number of estimated motor vehicle trips generated by the Campus Property and the Undeveloped Parcel that will use the Road Extension compared to the number of all estimated motor vehicle trips that will use the Road Extension regardless of source or destination. The calculation ofFHS's Pro Rata Share shall be determined by a traffic impact analysis conducted by a traffic engineer, which engineer shall be acceptable to both the City and FHS. In establishing the number of estimated motor vehicle trips generated by the Campus Property and the Undeveloped Parcel (to be estimated at the time of the traffic impact analysis) that will use the Road Extension, the traffic engineer shall consider all trips generated by projects constructed on the Campus Property (including Parcel C as described in 5 Exhibit A) and the Undeveloped Property after but not before March 17, 1992, or proposed for construction by FHS at the time of the traffic impact analysis; provided, however, that trips generated by projects constructed after the date of this Agreement on Parcels B and C, as described in Exhibit A attached hereto, shall not be included in establishing the number of estimated trips generated by the Campus Property and the Undeveloped Parcel. In establishing the number of all estimated trips from all sources (to be estimated at the time of the traffic impact analysis) that will use the Road Extension at the time of its construction, the traffic engineer shall include all trips generated by all projects on the Campus Property regardless of when they were constructed. 2.3 Costs to Which Pro Rata Share Applies. The costs of building the Road Extension for which FHS must pay its Pro Rata Share shall be limited to all of the direct costs of the design and construction of the Road Extension (including the cost of labor and materials and the fees of architects, engineers, contractors and a construction manager) which are incurred and paid by the City, or for which the City is obligated to reimburse to a third party who constructs the Road Extension at the direction of the City, and the cost of the traffic impact analysis described in Section 2.2 hereof. The costs subject to reimbursement by FHS shall not include (a) the cost of installation of utilities in the Road Extension's right-of-way except for utilities such as electrical lines, storm drains, fire hydrants, and water mains to the extent that they are necessary for the proper lighting, drainage and fire protection of the Road Extension, (b) the cost to the City of acquiring any property included in the Road Extension's right-of-way, (c) the value of any property conveyed or dedicated by any other party to the City and included in the Road Extension's right-of-way, and (d) the cost of any improvements that would otherwise be a part of the Road Extension but that are required to be made by any other party or property owner as a condition of obtaining a development permit or approval necessary for the development of its property. 6 3. Off-Site Mitieation for Project and Future Projects. 3.1 Off-Site Impacts of Project. As part of the mitigation of off-site traffic impacts resulting from the Project, FHS shall pay a pro rata share of the cost of all proposed transportation improvement projects other than the Road Extension that are described in the SEPA threshold detennination to be issued for the Project. The calculation of FHS's pro rata share shall be based upon the ratio of the number of estimated trips generated solely by the Project that use each proposed transportation improvement project compared to the number of all trips estimated to use each proposed transportation improvement project. The calculation of the FHS's pro rata share for those projects shall be detennined by the City of Federal Way Public Works Director based upon the traffic impact analysis dated November 20, 2000, conducted by the Transpo Group Incorporated. FHS shall pay its pro rata share due under this Section prior to and as a condition of issuance of the building pennit for the Project. 3.2 Off-Site Impacts of Future Projects. As part of the mitigation of the off-site traffic impacts of any future project proposed prior to construction ofthe Road Extension for the Undeveloped Property and the Campus Property, other than Parcels B and C as described in Exhibit A, FHS shall pay a pro rata share of the costs of the then proposed off-site transportation improvement projects other than the Road Extension, as detennined by the Federal Way Public Works Director in accordance with the applicable Federal Way City Code provisions or other City ordinances in effect at the time of the proposed future project. In addition, FHS shall pay its Pro Rata Share of the cost of the Road Extension attributable to the proposed future project detennined and payable in accordance with Section 2 of this Agreement. If the City adopts a system of traffic impact fees applicable to future projects in order to pay for the cost of proposed road improvements that includes the Road Extension, then FHS shall not be required to pay that portion ofthe traffic impact fee attributable to the cost ofthe Road Extension. Future projects on Parcels B and C as described in Exhibit A are excluded from the rights and obligations of FHS under this Section 3.2 since those two parcels are ground leased by FHS to others, and the ground lessees rather than FHS shall be responsible for the payment of any off-site traffic impacts, 7 including impacts to the Road Extension, attributable to any proposed future development of those two parcels. For future projects constructed thereon, Parcels B and C as described in Exhibit A shall be subject to all requirements for mitigation of off-site traffic impacts imposed under the Federal Way City Code or as conditions of development approval at the time of the development approval. 3.3 Future Development of Undeveloped Parcel. As a part of any proposed future development of the Undeveloped Parcel prior to the construction of the Road Extension, FRS shall prepare a binding site plan for the Undeveloped Parcel that shows the proposed development and establishes the north thirty (30) feet thereof as a separate parcel subject to the requirements of Section 1.1 hereof. 4. Local Improvement District. In the event a local improvement district is created for the purpose of constructing the Road Extension, then the City shall exclude from the district the Undeveloped Parcel and the Campus Property other than Parcels B and C as described in Exhibit A attached hereto. If those parcels may not be lawfully excluded from the district, then this Agreement shall tenninate, provided that if FRS has dedicated Tract Z and/or the north thirty (30) feet of the Undeveloped Parcel and/or paid its Pro Rata Share of the cost of the Road Extension pursuant to the tenns of this Agreement, then any Pro Rata Share amount paid by FRS, plus interest thereon at the legal rate from the date of payment, and the value of any property dedicated as detennined by an MAl appraisal, shall be allowed as a credit upon any assessment imposed by the district upon the Undeveloped Parcel and Campus Property other than Parcels B and C as described in Exhibit A attached hereto. The appraisal shall be perfonned by an appraiser selected by FRS subject to the reasonable approval of City. FRS shall pay the cost of the appraisal which shall be allowed as a credit upon any assessment by the district. 8 5. Effective Date: Term. This Agreement shall be effective on the date of execution of this Agreement by duly authorized representatives of each party. This Agreement shall tenninate without further action of either party upon completion of construction of the Road Extension and the perfonnance by the parties of all their duties set forth in this Agreement. 6. Indemnification and Waiver and Release of Claims. 6.1 Indemnification. FRS shall indemnify, defend and hold the City hannless from any and all claims, liabilities and costs incurred, including a reasonable attorneys' fee, arising out ofFHS's ownership of Tract Z and the north thirty (30) feet of the Undeveloped Parcel including without limitation any claim respecting the title of FRS to such property and any claim that prior to its dedication such property contained or released a hazardous substance that is in violation of any state or federal law or regulation dealing with hazardous substances and/or the protection of the environment. Indemnification under this Section 6.1 shall be conditioned upon the City's prompt tender of any such claim to FRS for indemnification and defense. 6.2 Waiver and Release of Claims. FRS hereby waives and releases any and all claims it might have against the City arising out of the execution of this Agreement, including without limitation any claim that the Agreement is illegal or invalid or that the participation by FRS is other than voluntary. 7. General Provisions. 7.1 Binding on Successors. This Agreement is intended to protect the value of, and facilitate the use and development of, the Campus Property and the Undeveloped Parcel, and to protect the public health, safety, and welfare of the City of Federal Way. Therefore, the covenants set forth herein shall be construed to and do touch and concern the Campus Property 9 and the Undeveloped Parcel (other than Parcels B and C as described in Exhibit A hereto) and the benefits and burdens inuring to FRS and to the City from this Agreement shall run with the land and shall be binding upon FRS, its heirs, successors, and assigns, and upon the City. A Memorandum of Agreement, in the form attached hereto as Exhibit C, shall be executed by the parties concurrently with the execution of this Agreement and recorded with the King County Recorder's office. 7.2 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. Venue for any action to enforce the terms of this Agreement shall be in King County Superior Court. 7.3 Severability. The provisions of this Agreement are separate and severable. The invalidity of any clause, sentence, paragraph, subdivision, section, or portion or the invalidity of the application thereof to any person or circumstance, shall not affect the validity of the remainder of this Agreement, or the validity of its application to other persons or circumstances. 7.4 Authority. The City and FRS each represents and warrants to the other that it has the respective power and authority, and is duly authorized, to execute and deliver this Agreement and that the persons signing on its behalf are duly authorized to do so. FRS further represents and warrants that it is the fee owner of the Undeveloped Parcel and the Campus Property, that it has authority to agree to the covenants contained herein, and that there are no other persons, entities, or parties with any fee interest in the Undeveloped Parcel and the Campus Property. 7.5 Amendment. This Agreement may be modified only by a written instrument duly executed by all parties. This Agreement and the Project shall not be subject to a new zoning ordinance or development standard or regulation or any amendment thereto concerning traffic impact mitigation that is adopted after the date of this Agreement; provided, however, that the City reserves the authority to impose new or different regulations to the extent required by a serious threat to public health and safety. 10 7.6 Exhibits. All exhibits attached hereto are incorporated herein by this reference as if fully set forth herein. 7.7 Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit or otherwise modify the terms and conditions of this Agreement. 7.8 Integration; Scope of Agreement. This Agreement and its exhibits represent the entire agreement of the parties with respect to the subject matter hereof, which is the provision of mitigation of on- and off-site traffic impacts from the development of the Project and other future development of the Undeveloped Parcel and Campus Property other than Parcels B and C as described in Exhibit A attached hereto. There are no other agreements, oral or written, except as expressly set forth herein. This Agreement does not set forth all conditions applicable to the Project to the extent that additional conditions may be imposed as part of any permit issued by the City, as required by the Federal Way City Code as determined by the discretion of the Directors of the Departments of Community Development Services and/or Public Works. 7.9 Enforcement. In the event either party fails to satisfy any of its obligations under this Agreement, the other party shall have the right to enforce this Agreement by an action at law for damages or in equity for specific performance. The parties acknowledge that damages are not an adequate remedy for breach by either party. In addition to the remedies set forth herein, in the event of a breach of this Agreement by FRS, the City may enforce this Agreement under the enforcement provisions ofthe Federal Way City Code in effect at the time of the breach and/or it may terminate this Agreement. 7.10 Attorneys Fees. In any action brought to enforce this Agreement or for damages resulting from a breach thereof, the prevailing party as determined by the court, shall be entitled to recover its reasonable attorneys' fees. 11 7.11 Police Power. Nothing in this Agreement shall be construed to diminish, restrict or limit the police powers of the City granted by the Washington State Constitution or by general law. This Agreement is an exercise of the City's police powers and the authority granted under RCW 36.70B.170-.21O. IN WITNESS WHEREOF the parties have hereunto placed their hand and seals on the day and year indicated. a FRANCISCAN HEALTH SYSTEM-WEST, a Washington nonprofit corporation By:r/~.~ il'~Qls. L4Llre c. NIU1cdJ IS~. V. P. (print name and title) Date: ~~\ 5. dOO \ \ Date: r:,~Zo- 01 ATTEST: This 5 day o~~\"\...\ \ , 2001. Approved as to Form for City of Federal Way: ~~.~ City Attorney, Bob C. Sterbank Approved as to Form for Fr c' can Health S stem- West: 12 STATE OF WASHINGTON ) ) ss. ) COUNTY OF KING On this day, personally appeared before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, David H. Moseley, to me known to be the City Manager of the CITY OF FEDERAL WAY, a Washington municipal corporation, the corporation 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 was authorized to execute the said instrument. COUNTY OF PIERCE ) ) ) ss. On this dD I't;:, day of T u-"'€ ~ , 2001, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the c::.;~",-, 0 ~ \J '<.<L v.,...,....\À~ of FRANCISCAN HEALTH SYSTEM-WEST, a Washington non-profit corporation, the corporation that executed the within and foregoing instrument, and acknowledged 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 is authorized to execute said instrument on behalf of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. C~{J.¿ ~ (notary signaturR AY'\J.r~a...' tJ\A.r,,;S (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: S-,;J..o - "3. hfcrdev-agr- 7.doc 01921-0006604302001 13 EXHIBIT A TO VOLUNTARY DEVELOPMENT AGREEMENT DESCRIPTION OF CAMPUS PROPERTY PARCEL A (Main Hospital): Parcel C-l, as described in S1. Francis Hospital, a Binding Site Plan, according to the plat thereof, recorded in Volume 160 of Plats, pages 44 through 48, inclusive, in King County, Washington, as corrected by Affidavit of Correction recorded May 22, 1995, under Recording Number 9505221043. Tax Parcel No. 750451-0020-00 PARCEL B (Medical Office Building): Lot I-A, as described in S1. Francis Hospital, a Binding Site Plan, according to the plat thereof, recorded in Volume 160 of Plats, pages 44 through 48, inclusive, in King County, Washington as corrected by Affidavit of Correction recorded May 22, 1995, under Recording Number 9505221043. Tax Parcel No. 750451-0010-02 PARCEL C (Medical Office Pavilion): Tract C-l, as described in S1. Francis Hospital, a Binding Site Plan-Amendment No.1, according to the plat thereof, recorded in Volume 176 of Plats, pages 71 through 75, in King County, Washington. Tax Parcel No. 750451-0050-03 PARCEL D (Emergency Room Access): Tract D-2, as described in S1. Francis Hospital, a Binding Site Plan-Amendment No.1, according to the plat thereof, recorded in Volume 176 of Plats, pages 71 through 75, in King County, Washington. Tax Parcel No. 750451-0060-01 14 PARCEL E (Access Road and Parking): Tracts A, B, E, F and X of King County Short Plat no. 386052 recorded under recording no. 8805020103, said short plat being a subdivision of Lot 3 and a portion of Lot 2, West Campus Business Park, according to plat thereof, recorded in Volume 97 of Plats, pages 78 through 82, inclusive, in King County, Washington. Tax Parcel Nos.: 750451-0020-08,750451-0040-06,750451-0070-09, 750451-0080-07, and 750451-0090-05 PARCEL F (South Parking Lot): The West half of the East half of the Southwest quarter of the Northeast quarter of the Southwest quarter of Section 20, Township 21 North, Range 4 East, Willamette Meridian, in King County, Washington; EXCEPT the East 40 feet ofthe South 200 feet of the North 300 feet; and EXCEPT the South 375 feet of the Remainder; and The North 100 feet of the East half of the South half of the East half of the West half of the Northeast quarter of the Southwest quarter of said Section 20; TOGETHER WITH an easement for ingress, egress and utilities purposes over, under and across the West 20 feet ofthe South half of the West half ofthe East half ofthe Northeast Quarter of the Southwest Quarter of said Section 20; EXCEPT COUNTY ROAD. Tax Parcel No. 202104-9113-02 15 EXHIBIT B TO VOLUNTARY DEVELOPMENT AGREEMENT DESCRIPTION OF UNDEVELOPED PARCEL The North half of the West half of the Northeast quarter of the Southwest quarter of Section 20, Township 21 North, Range 4 East, Willamette Meridian, in King County, Washington; EXCEPT that portion of said subdivision described as follows: Commencing at the northwest comer of said subdivision; Thence along the North line thereof South 88°46'40" East 295.00 feet to the true point of beginning; Thence continuing along said North line South 88°46'40" East 359.08 feet to the Northeast comer of said subdivision (said Northeast comer also being the Northwest comer of Lot 3 of West Campus Business Park, according to the plat thereof, recorded in Volume 97 of Plats, pages 78 through 82, inclusive, in King County, Washington); Thence along the east line of said subdivision south 01 °14'49" West 659.58 feet to the Southeast comer of said subdivision; Thence along the South line of said subdivision North 88°45'46" West 358.70 feet; Thence parallel with the West line of said subdivision North 01 °12'52" East 659.49 feet to the true point of beginning. Tax Parcel No. 202104-9038-04 16 EXHIBIT C TO VOLUNTARY DEVELOPMENT AGREEMENT After Recording Return To: City of Federal Way Attn: Karen Kirkpatrick PO Box 9718 Federal Way, WA 98063-9718 MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT Complete Legal Description on Exhibit A Abbreviated Legal Description: Parcel C-l, St. Francis Binding Site Plan as recorded in Vol. 160 of Plats, pages 44 - 48, corrected under Recording No. 9505221043; Tract D-2, St. Francis Binding Site Plan as recorded in Vol. 176 of Plats, pages 71 - 75; and The N Y2 of the W Y2 of the NE ~ of the SW 'l4 of Section 20 TWN 21 N, Range 4 E, W.M., King Co., Washington. Tax Parcel No.: 750451-0020-00; 750451-0060-01; 202104-9038-04 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Federal Way, Washington, a municipal corporation ("City") and Franciscan Health System-West, a Washington nonprofit corporation ("FHS") have entered into a Voluntary Development Agreement dated , 2001 (the "Agreement') as authorized by RCW 36.70B.170-.210 with respect to the real property located in the City of Federal Way, County of King, State of Washington, and more fully described in Exhibit A attached hereto. The Agreement provides, among other things, for the dedication by FHS to the City of the north thirty (30) feet of Parcels A, B, and C, as described in Exhibit A attached hereto, for an extension of South 344th Street in Federal Way, Washington, from 9th Avenue South on the east to ¡st Avenue South on the west (the "Road Extension") and for FHS to pay to the City its Pro Rata Share of the City's costs incurred in building the Road Extension. A copy of the Agreement may be found on file with the City of Federal Way in File No. The Agreement became effective upon execution by the parties and it shall tenninate without further action of either party upon completion of construction of the Road Extension and the perfonnance by the parties of all their duties as set forth in the Agreement. Following tennination, the 17 City will, upon demand of FHS, execute and record an acknowledgment that the Agreement has tenninated and that this Memorandum of Voluntary Development Agreement ("Memorandum") should be released as a matter of record. The Agreement is incorporated by reference herein as though written at length herein, and the Agreement and this Memorandum shall be deemed to constitute but a single document, and in the event of conflict between this Memorandum and the Agreement, the tenns of the Agreement shall control. Capitalized tenns used in this Memorandum shaH have the same meaning ascribed to them in the Agreement. This Memorandum shaH inure to the benefit of, and binding upon, the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties have hereunto set their hands this - day of , 2001. CITY OF FEDERAL WAY, a Washington municipal corporation FRANCISCAN HEALTH SYSTEM-WEST, a Washington nonprofit corporation BY: BY: David H. Moseley, City Manager (print name and title) Date: Date: ATTEST: This - day of , 2001. N. Christine Green, CMC Federal Way City Clerk Approved as to Fonn for City of Federal Way: Approved as to Fonn for Franciscan Health System-West: City Attorney, Bob C. Sterbank H. Frank Crawford 18 STATE OF WASHINGTON ) ) ss. ) COUNTY OF KING On this day, personally appeared before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, David H. Moseley, to me known to be the City Manager of the CITY OF FEDERAL WAY, a Washington municipal corporation, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voJuntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument. Given under my hand and official seal this - day of , 2001. (notary signature) (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: STATE OF WASHINGTON ) ) ) ss. COUNTY OF PIERCE On this - day of , 2001, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the of FRANCISCAN HEALTH SYSTEM-WEST, a Washington non-profit corporation, the corporation that executed the within and foregoing instrument, and acknowledged 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 is authorized to execute said instrument on behalf of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. (notary signature) (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: 1921.66\agreements\hfcr40e - 04302001 19 EXIDBIT A TO MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT PROPERTY OWNED BY FHS PARCEL A (Main Hospital): Parcel C-l, as described in S1. Francis Hospital, a Binding Site Plan, according to the plat thereof, recorded in Volume 160 of Plats, pages 44 through 48, inclusive, in King County, Washington, as corrected by Affidavit of Correction recorded May 22, 1995, under Recording Number 9505221043. Tax Parcel No. 750451-0020-00 PARCEL B (Emergency Room Access): Tract D-2, as described in S1. Francis Hospital, a Binding Site Plan-Amendment No.1, according to the plat thereof, recorded in Volume 176 of Plats, pages 71 through 75, in King County, Washington. Tax Parcel No. 750451-0060-01 PARCEL C (Undeveloped Parcel): The North half of the West half of the Northeast quarter of the Southwest quarter of Section 20, Township 21 North, Range 4 East, Willamette Meridian, in King County, Washington; EXCEPT that portion of said subdivision described as follows: Commencing at the northwest corner of said subdivision; Thence along the North line thereof South 88046'40" East 295.00 feet to the true point of beginning; Thence continuing along said North line South 88046'40" East 359.08 feet to the Northeast corner of said subdivision (said Northeast corner also being the Northwest corner of Lot 3 of West Campus Business Park, according to the plat thereof, recorded in Volume 97 of Plats, pages 78 through 82, inclusive, in King County, Washington); Thence along the east line of said subdivision south 01014'49" West 659.58 feet to the Southeast corner of said subdivision; Thence along the South line of said subdivision North 88°45'46" West 358.70 feet; Thence parallel with the West line of said subdivision North 01 °12'52" East 659.49 feet to the true point of beginning. Tax Parcel No. 202104-9038-04 20 After Recording Return To: City of Federal Way Attn: Karen Kirkpatrick PO Box 9718 Federal Way, WA 98063-9718 MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT Complete Legal Description on Exhibit A Abbreviated Legal Description: Parcel C-l, St. Francis Binding Site Plan as recorded in Vol. 160 of Plats, pages 44 - 48, corrected under Recording No. 9505221043; Tract D-2, St. Francis Binding Site Plan as recorded in Vol. 176 of Plats, pages 71 - 75; and The N Y2 of the W Y2 of the NE y.¡ of the SW y.¡ of Section 20 TWN 21 N, Range 4 E, W.M., King Co., Washington. Tax Parcel No.: 750451-0020-00; 750451-0060-01; 202104-9038-04 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Federal Way, Washington, a municipal corporation ("City") and Franciscan Health System-West, a Washington nonprofit corporation ("FHS") have entered into a Voluntary Development Agreement dated ~\~ 5 ,2001 (the "Agreement') as authorized by RCW 36.70B.170-.210 with respect to the real property located in the City of Federal Way, County of King, State of Washington, and more fully described in Exhibit A attached hereto. The Agreement provides, among other things, for the dedication by FHS to the City of the north thirty (30) feet of Parcels A, B, and C, as described in Exhibit A attached hereto, for an extension of South 344th Street in Federal Way, Washington, from 9th Avenue South on the east to ¡st Avenue South on the west (the "Road Extension") and for FHS to pay to the City its Pro Rata Share of the City's costs incurred in building the Road Extension. A copy of the Agreement may be found on file with the City of Federal Way in File No. f\(:' -t:\. D \ - C\L\ The Agreement became effective upon execution by the parties and it shall tenninate without further action of either party upon completion of construction of the Road Extension and the pertònnance by the parties of all their duties as set forth in the Agreement. Following tennination, the City will, upon demand of FHS, execute and record an acknowledgment that the Agreement has tenninated and that this Memorandum of Voluntary Development Agreement ("Memorandum") should be released as a matter of record. The Agreement is incorporated by reference herein as though written at length herein, and the Agreement and this Memorandum shall be deemed to constitute but a single document, and in the event of conflict between this Memorandum and the Agreement, the tenns of the Agreement shall control. Capitalized tenns used in this Memorandum shall have the same meaning ascribed to them in the Agreement. This Memorandum shall inure to the benefit of, and binding upon, the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties have hereunto set their hands this -5 day of c¡,..., \ I.~ ,2001. CITY OF FEDERAL WAY, a Wa ington municipal corporation FRANCISCAN HEALTH SYSTEM-WEST, a Washington nonprofit corporation BY: ' BY: ~ CU- fk~ LA-t.i/'~, ( A.J, ~ h 0 U I Se... L-P (print name and title) (flrLO-O¡ Date: Date: ATTEST: This 5 day of ~~\ , 2001. Approved as to Fonn for City of Federal Way: ,&*(~~ City Attorney, Bob C. Sterbank Approved as to Fonn for Fr c' can Health System-West: 2 .--' STATE OF WASHINGTON ) ) ss. ) COUNTY OF KING On this day, personally appeared before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, David H. Moseley, to me known to be the City Manager of the CITY OF FEDERAL WAY, a Washington municipal corporation, the corporation 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 was authorized to execute the said instrument. Given under my hand and official seal.t.IDs 2 day O~~"-~y -""",\ ~ ~~~ --'1IER8 \\, - fi~/ ~ ~t,~~ ~ arure -- L ~ 0.. §-- i: (typed/printed name of notary) \ ~ ~ 1/.: Notary Public in and for the State 'I. 4i.-'" ,......~~: of Washington. ",.~..";~...-_: My commission expires: 5-S.-o5 . ,\\\"""", STATE OF WASHINGTON ) ) ) ss. COUNTY OF PIERCE On this ~¿;:h day of T ~e.- ,2001, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the Se.v-.;'c, Vìc{L '\=>r",s.iáJ of FRANCISCAN HEALTH SYSTEM-WEST, a Washington non-profit corporation, the corporation that executed the within and foregoing instrument, and acknowJedged 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 is authorized to execute said instrument on behaJf of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. ......."""",\\\\ __"""~~A PÚ~III, -- ~Q """""1 'T,," II - ",,~.::~N;'i!., ;,.:" I ;: ~ ~ ....1J ~/, U' II :: fa ~,~ ~ ~ ~ ~() -. - ; ~ ~ ~ A'D\~ j :: ,. " ~u u '- ~ -# - " ~ "I,U-20-0 ......-- .:: ", ""J;þ "I\\\\\",,~ _: ,. OFWAS~_- I \ ... " .'1"""",,--- ~~ ~ signature) ~ . f\d.- e.0-.- \ lÄf'1/ IS (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires: .:J--,;) 0 - 03. 1921.66\agreements\hfcr40e - 0430200 I 3 EXIDBIT A . TO MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT PROPERTY OWNED BY FRS PARCEL A (Main Hospital): Parcel C-l, as described in St. Francis Hospital, a Binding Site Plan, according to the plat thereof, recorded in Volume 160 of PJats, pages 44 through 48, inclusive, in King County, Washington, as corrected by Affidavit of Correction recorded May 22, 1995, under Recording Number 9505221043. Tax Parcel No. 750451-0020-00 PARCEL B (Emergency Room Access): Tract D-2, as described in St. Francis Hospital, a Binding Site Plan-Amendment No.1, according to the plat thereof, recorded in VoJume 176 ofPJats, pages 71 through 75, in King County, Washington. Tax Parcel No. 750451-0060-01 PARCEL C (Undeveloped Parcel): The North half of the West half of the Northeast quarter of the Southwest quarter of Section 20, Township 21 North, Range 4 East, Willamette Meridian, in King County, Washington; EXCEPT that portion of said subdivision described as follows: Commencing at the northwest comer of said subdivision; Thence along the North line thereof South 88046'40" East 295.00 feet to the true point of beginning; Thence continuing along said North line South 88046'40" East 359.08 feet to the Northeast comer of said subdivision (said Northeast comer aJso being the Northwest comer of Lot 3 of West Campus Business Park, according to the pJat thereof, recorded in Volume 97 of Plats, pages 78 through 82, inclusive, in King County, Washington); Thence along the east line of said subdivision south 01014'49" West 659.58 feet to the Southeast comer of said subdivision; Thence along the South line of said subdivision North 88045 '46" West 358.70 feet; Thence parallel with the West line of said subdivision North 01012'52" East 659.49 feet to the true point of beginning. Tax Parcel No. 202104-9038-04 4