Res 01-337
I
RESOLUTION NO. 01-337
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FEDERAL WAY, WASHINGTON, APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A
DEVELOPMENT AGREEMENT WITH FRANCISCAN
HEALTH SYSTEM ("ST. FRANCIS HOSPITAL") AND
REPEALING RESOLUTION NO. 92-101.
WHEREAS, Franciscan Health System (FHS) owns and operates St. Francis Hospital
located at 34515 9th Avenue South, Federal Way, Washington; and
WHEREAS, FHS' property ("the Campus Property") is occupied by a hospital
campus, including the building in which the hospital is situated and two nearby medical office
buildings; and
WHEREAS, FHS also owns an undeveloped five-acre parcel that abuts the western
boundary ofthe Campus Property; and
WHEREAS, in 1992, FHS sought approval of a Binding Site Plan for expansion of its
hospital; and
WHEREAS, on March 17, 1992, the Federal Way City Council enacted
Resolution No. 92-101, approving the BSP subject to several conditions requiring FHS to agree
to dedicate to the City of Federal Way in the future up to thirty feet olright-of-way to build 344th
Street to City standards, and to participate financially in the roadway construction while deferring
the deadline for payment until the SEP A review for the next development application for the
Campus Property; and
RES # 01-117
,PAGEl
(Cory
WHEREAS, FHS is currently proposing to construct a 62,000 square-foot
Ambulatory Services Center with related parking on the Campus Property; and
WHEREAS, application of City Code requirements and/or Resolution No. 92-101
to the development would call for, at the very least, dedication of property and construction of
fi-ontage improvements along the northern boundary of the Campus Property, and might also call
for complete construction of South 344th Street; and
WHEREAS, SEP A review of the proposed Ambulatory Services Center
development is under way, and the precise level of traffic impacts ITom the development, and
mitigation for those impacts, would typically be identified during that process; and
WHEREAS, SEP A review could include traffic mitigation requirements,
including requirements for construction of South 344th Street,
WHEREAS, the City has authority under SEPA, RCW 36.70B.\ 70-.210, andRCW
82.02.020 to enter into a development agreement to delineate mitigation that will be required as part
of a project, including dedication of property and payments for the cost of ~oad construction to
,
,
mitigate traffic impacts; and
WHEREAS, in order to expedite the approval ofthe proposed Ambulatory
Services Center, and to avoid the need to construct ITontage improvements at this time, FHS is
willing to enter into a voluntary development agreement that provides for the future dedication of
the north thirty (30) feet of its property (including the Campus Property and the adjacent,
undeveloped 5-acre parcel) and that establishes more specifically the terms and conditions under
which FHS will make payments of its pro rata share of the costs of the construction of an
extension of South 344th Street South between 1st Avenue South and 9th Avenue South; and
RES #
01-337
, PAGE 2
WHEREAS, City staff negotiated a development agreement with FHS, and a copy
of that agreement is attached hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, if the proposed development agreement is approved, the 1992
resolution (No. 92-101) is superfluous; and
WHEREAS, on June 5, 200 I, the City Council held a public hearing, after public
notice as required by law, on the development agreement requested by FHS; and
WHEREAS, the City Council finds that it would promote the health, safety and
welfare of the citizens of Federal Way to: (I) approve and authorize the City Manager to execute
a development agreement between the City and FHS; and (2) repeal Resolution No. 92-101;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
Section I. Findings. The City Council hereby finds that the proposed development
agreement will assist in the mitigation of present and future direct and cumulative traffic impacts
fÌ"om FHS' proposed Ambulatory Services Center, and will assist in the partial mitigation of traffic
,/
impacts fÌ"om future development on the FHS property, for reasons including' but not limited to the
following:
A.
The proposed development agreement provides for FHS to dedicate, at the City's
request any time after approval of the binding site plan and all permits and upon 90 days written
notice fÌ"om the City, the north thirty (30) feet of the Campus Property and of the adjoining
undeveloped 5 acre parcel B, for construction of a new, South 344th Street, between 9th Avenue
South on the east and 1st Way South on the west.
RES # 01-337
, PAGE 3
B.
The proposed development agreement provides for FHS to pay a pro rata share of the
cost of constructing an extension of South 344'h Street South between 1st Avenue South and 9th
Avenue South. FHS' pro rata share would be based on the ratio of the trips generated by
developments on the Campus Property after 1992, to the total number of trips estimated to use South
344th Street, based on a traffic impact analysis conducted prior to payment. Payment is due at the
time the City Council approves the final design of South 344'h Street and authorizes a call for bids
for its construction.
C.
The proposed development agreement provides for FHS to pay its pro rata share of
the cost of all proposed transportation improvement projects other than the extension of South 344th
Street that are identified in the SEP A threshold detennination to be issued for the Project, using the
traffic impact analysis dated November 20,2000 and submitted by the applicant's traffic engineer.
D,
The proposed development agreement provides for FHS to pay its pro rata share of
the costs of South 344th Street attributable to any future development of the Campus Property and the
undeveloped 5-acre parcel. In addition, FHS will pay its pro rata share of any ~ff-site transportation
,
projects needed as mitigation for any future developments of the Campus Property and the 5-acre
undeveloped parcel. The amount of mitigation for the off-site transportation improvements will be
detennined in accordance with the Federal Way Code provisions at the time of the future
development.
E.
The proposed development agreement will not be detrimental to existing or potential
surrounding land uses as defined by the Comprehensive Plan, because any development will be
subject to existing Federal Way City Code provisions, including those concerning drainage,
RES #
01-337
, PAGE 4
landscaping, parking, traffic, height, noise, and future uses. These provisions protect the existing and
potential surrounding land uses from any potential adverse impacts.
F. In light of the Findings in subsections LA - LE above, the proposed development
agreement bears a substantial relation to the public health, safety, and general welfare of the City,
Section 2. Conclusions of Law. Based on the Findings ofF act set forth in Section I
above, the development agreement is consistent with the criteria set forth in RCW 36.708.170.
Section 3. Development Agreement. The City Council hereby authorizes the City
Manager to enter into the development agreement attached as Exhibit A hereto, and to take all
further and necessary action required by the development agreement.
Section 4. Repeal of Resolution No. 92-101. The City Council hereby repeals
Resolution No. 92-101, which shall be null and void, and of no further force or effect, as of the
effective date ofthis resolution.
Section 5. Severability. The provisions ofthis resolution are declared separate and
severable. The invalidity of any clause, sentence, paragraph, subdivision, section, or portion ofthis
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resolution or the invalidity ofthe application thereof to any person or circumštance, shall not affect
the validity of the remainder of the resolution, or the validity of its application to other persons or
circumstances.
Section 5. Ratification. Any act consistent with the authority and prior to the
effective date of this resolution is hereby ratified and affirmed.
Section 6. Effective Date. This resolution shall be effective immediately upon
passage by the Federal Way City Council.
RES #
01-337 , PAGE 5
PASSED by the City Council of the City of Federal Way this 5t:hday of
June
,2001.
CITY OF FEDERAL WAY
\....
A'~T:
CITY C ERK, N. CHRISTINE GREEN, CMC
4. ~ «4
AYOR,M /
APPROVED AS TO FORM:
~~~
CITY ATTORNEY, BOB C. STERBANK
FILED WITH THE CITY CLERK: OS/29/01
PASSED BY THE CITY COUNCIL:06/05/01
PUBLISHED: N/A
EFFECTIVE DATE: 06/05/01
RESOLUTION NO. 01-337
K:\CDlORD IN\D EVELAGR.FHS
RES # 01-337
, PAGE 6
VOLUNTARY DEVELOPMENT AGREEMENT
REGARDING THE EXTENSION OF SOUTH 344TH STREET
This Agreement ("Agreement") is made and entered into this - day of _,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 St. 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'J
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 1st 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 recornmended that the "actual extent of the
F\OOOOO-09999~I92I~ 1921-00066\AGREEMENTSlHFCRVOL-DEV -AGR-58LACK -051 02001
needed right-of-way" be determined by a traffic study and street design approved by the City with
input from FHS.
C.
FHS appealed the determination of the Hearing 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 Hearing 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) FHS 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) FHS will dedicate at most thirty feet of right-
of-way to the City to build 344th Street to City standards; (3) any dedication by FHS 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) FHS will not be
required to dedicate right-of-way unless or until such time as the cornmitment by the U.S.
Government to dedicate such right-of-way; and (5) the level of FHS'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 J)ospitai building was
)'
constructed by FHS in 1992.
D.
On January 19, 1994, the Hearing Examiner issued his Recommendation for
Approval of a modification ofthe 1992 Binding Site Plan in file #92-00050PR, 92-0006SEP, and
,
92-0004SPR. The project proposed by FHS 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 FHS to dedicate any land for such an extension. There was no appeal of the
Recommendation, and the medical office building was constructed in 1995.
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E. FHS 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, FHS 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 FHS will
participate in the construction of an extension of South 344 th Street between 1st Avenue South on
the west and 9th A venue 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, FHS 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 polJFY Act ("SEPA") 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 voluntcry 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-.21O to enter into a development
agreement to delineate mitigation that will be required as part of the Project.
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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. FHS 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 pennits 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, FHS 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 1st Avenue South on the west (the "Road Extension"). The
dedication shall be free and clear of all liens, encumbrances, covenants, r~~trictions, 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 pennit 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
of the Undeveloped Parcel as a condition of obtaining any development pennit or approval
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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 1st Avenue South on the
west, the improvements to be made to the intersections at 9th A venue South and 1 st 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.
FRS'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 ofthe Road Extension and authorized a call for bids.
2.2
,
Calculation of Pro Rata Share. FRS's Pro Rata Share of the cost of building the
Road Extension shall be in the same ratio as the number of estimáted 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 of FHS' 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
Exhibit A) and the Undeveloped Property after but not before March 17, 1992, or proposed for
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FlOOOOQ.0999910InllOlnl.00066IAGREEMENTSlHFCRVOL-OEV.AGR.58LACK .0510200 I
construction by FHS at the time of the traffic impact analysis; provided, however, that trips
generated by projects constructed after the date of this Agreernent 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 ITom 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, stonn drains, fire hydrants, and water mains to th~fextent that they are
necessary for the proper lighting, drainage and fire protection of the Road Éxtension, (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 pennit or approval necessary for the development of its
property.
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3.
Off-Site Mitil!ation 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 ofFHS'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 of the 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 ?!f-site transportation
improvement projects other than the Road Extension, as detennined by th~ Federal Way Public
Works Director in accordance with the applicable Federal Way City Code provisions or other
City ordinances in effect at the tirne 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 Agreernent. 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 of the traffic impact fee attributable to the cost of the Road Extension. Future projects on
Parcels Band C as described in Exhibit A are excluded trom 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,
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including impacts to the Road Extension, attributable to any proposed future development of
those two parcels. For future projects constructed thereon, Parcels Band 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, FHS
shall prepare a binding site plan for the Undeveloped Parcel that shows the proposed
developrnent 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. Ifthose
parcels may not be lawfully excluded from the district, then this Agreetpent 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 tenus of
this Agreement, then any Pro Rata Share amount paid by FHS, 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 FHS subject to the
reasonable approval of City. FHS shall pay the cost of the appraisal which shall be allowed as a
credit upon any assessment by the district.
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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 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 set forth in this Agreement.
6.
Indemnification and Waiver and Release of Claims.
6.1
Indemnification. FRS shall indemnifY, defend and hold the City harmless from
any and all claims, liabilities and costs incurred, including a reasonable attorneys' fee, arising out
of FRS'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
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FloooOO.099991O1921 101921.00066IAGREEMENTSIHFCRVGL.DEV.AGR.5BtACK.OS 10200 1
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 fTom 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 d~liver this Agreement
and that the persons signing on its behalf are duly authorized to do so. FHS 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.
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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 rnodif'y 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 detennined 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 satisf'y 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 FHS, the City may enforce this Agreement under the
enforcernent provisions of the Federal Way City Code in effect at the time of the breach and/or it
may tenninate 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 detennined by the court, shall be entitled
to recover its reasonable attorneys' fees.
II
F'OOOOO~O9999101 02 110102 I ~00066,^GREEMENT"IIFCRVOl~DEV~AGR~5BLACK ~05102001
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.
CITY OF FEDERAL WAY
FRANCISCAN HEALTH SYSTEM-WEST,
a Washington nonprofit corporation
BY:
By:
David H. Moseley
City Manager
Its:
Date:
Date:
ATTEST: This - day of
,2001.
N. Christine Green, CMC
Federal Way City Clerk
Approved as to Form
for City of Federal Way:
Approved as to Form:
for Franciscan Health System-West:
City Attorney, Bob C. Sterbank
H. Frank Crawford
12
F '00000-0_'0 192 no 1921-00<J<i6\AGREEMENT"HFCR VOL-DEV -AGR-58lACK -05 I 0200 I
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 - 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 foregping instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said abrporation, 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,
[Printed Name]
Notary Public in and for the State of Washington,
residing at
My Commission expires:
hfcrdev-agr- 7.doc
01921-0006604302001
13
F'OOOOO.09'>09"'92I"'92I.00ú66IAGREEMENTS>HFCRVOL.OEV.AGR.5BLACK ~51 02001
EXHIBIT A
TO VOLUNTARY DEVELOPMENT AGREEMENT
DESCRIPTION OF CAMPUS PROPERTY
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 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 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. 750451-0010-02
PARCEL C (Medical Office Pavilion):
,/
Tract C-I, as described in St. 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 St. 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
"O(JOoo.O9999," '" 1 ,"I9210006ó<AGREEMENT"HFCRVOL.DEV .AGR.58LACK .05102001
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.:
, and 750451-0090-05
,750451-0070-09,
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 of the 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 of the South half of the West half of the East half of the No,riheast Quarter of the
Southwest Quarter of said Section 20; ,
EXCEPT COUNTY ROAD,
Tax Parcel No. 202104-9113-02
15
F\OOOOO~O9999\O 192110 1921 ~OOO66\AGREEMENTSlHFCRVOL~DEV~AGR~'BLACK ~05102001
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 beg inning,
Tax Parcel No. 202104-9038-04
/
16
F "OOOO~09999"'" no 1921~"""6IAGREEMENTS\HFCRVO~OEV ~AGR~'8LACK ~05IO'OOI
EXHIBIT C
TO VOLUNTARY DEVELOPMENT AGREEMENT
After Recording Return To:
MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT
Complete Legal Description on pages: 4 and 5
Abbreviated Legal Description:
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 ("FRS") 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.
i
The Agreement provides, among other things, for the dedication by rus 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, ftom 9th Avenue South on the east to
1 st A venue 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 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 City will, upon demand of FRS, execute and record an acknowledgment that the
17
FlOOOOO-"9"""O2I" I 02 I-OOO6óIAGREEMENTSIHFCRVOL-OEV-AGR-SBLACK -05102001
Agreement has tenninated and that this Memorandum of Voluntary Development Agreernent
("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 Mernorandum shall be deemed to constitute but a single document, and in
the event of conflict between this Memorandum and the Agreement, the tenDS of the Agreement
shall control. Capitalized tenDS used in this Memorandum shall have the same meaning ascribed to
them in the Agreernent.
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 - day of
,2001.
CITY OF FEDERAL WAY, a
municipal corporation
FRANCISCAN HEALTH SYSTEM-WEST,
a Washington nonprofit corporation
BY:
David H. Moseley
City Manager
By:
Its:
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
F"'OOOQ-Q9,99\OI92IWI92I-00066\AGREEMENTSlHFCRVOL-DEV-AGR-58l.ACK -051 02001
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 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 - 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 slid 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.
[Printed Name]
Notary Public in and for the State of Washington,
residing at
My Commission expires:
1921 ,66\agreementslhfcr40e - 0430200 I
19
F'00()OO-099"'01" 1101" I -OOO66IAGREEMENTSlHFCRVOL-DEV -AGR-5BLACK -05 "'00 I
EXHIBIT A
TO
MEMORANDUM OF VOLUNTARY DEVELOPMENT AGREEMENT
PROPERTY OWNED BY FHS
PARCEL A (Main Hospital):
Parcel C-I, as described 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 CJ.\larter 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 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 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 01 °14'49" 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
"000000999910192110 192I,oo066IAGREEMENT"HFCRVOL,DEVAGR.5BLACK .051 0200 1