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HomeMy WebLinkAboutResolution No. 2021-004 A Resolution of the City of Arlington, Washington Approving a Development Agreement with Panattoni Development Company RESOLUTION NO. 2021—004 A RESOLUTION OF THE CITY OF ARLINGTON, WASHINGTON APPROVING A DEVELOPMENT AGREEMENT WITH PANATTONI DEVELOPMENT COMPANY WHEREAS, Panattoni Development Company, Inc. ("Panattoni") intends to develop a large warehouse distribution center and associated improvements ("Project") on real property located at 16900 515Y Avenue NE, Arlington, Washington; and WHEREAS, Panattoni requested that the City of Arlington and Panattoni enter into a development agreement pursuant to the terms of Chapter 20.39 of the Arlington Municipal Code to set forth development standards and other provisions that will govern and vest the Project; and WHEREAS, pursuant to RCW 36.70B.200, the Arlington City Council held a public hearing on March 15, 2021 regarding the proposed development agreement, and, after considering all testimony presented at the public hearing, determined that the development agreement should be approved. NOW, THEREFORE, the Arlington City Council resolves as follows: 1. The Development Agreement attached hereto as Exhibit A is approved and the Mayor is authorized to sign the agreement. 2. As provided in RCW 36.70B.190, the Development Agreement shall be recorded with the real property records of Snohomish County, Washington and shall be binding on the parties and their successors and assigns. ADOPTED by the City Council and APPROVED by the Mayor this 15th day of March, 2021. CITY OF ARLINGTON Barbara Tolbert, Mayor ATTEST: Wendy Van er Meersche, City Clerk APPROV D AS TO FORM: Stev n J i I ity Attorney RESOLUTION#2021-004 1 AFTER RECORDING, RETURN TO: CITY OF ARLINGTON 18204 591h AVENUE NE ARLINGTON, WA 98223 DEVELOPMENT AGREEMENT Developer: Panattoni Development Company, Inc.,a California corporation Owner: National Food Corporation and National Food Corporation 401 K Retirement Plan Grantee: City of Arlington, Washington Abbreviated Legal Description: A Portion of the NE 1/4 of Section 28,Township 31 N, Range 5 E, W.M., City of Arlington, Snohomish County, Washington Assessor's Tax Parcel ID#'s: 31052800101300; 31052800100100; 31052800100500; 31052800100400 Reference Nos. of Related Docs.: N/A The parties to this Development Agreement ("Agreement") are the City of Arlington, a Washington municipal corporation ("City"), and Panattoni Development Company, Inc., a California company("Developer"). All references herein to Developer shall be deemed to include any of its successors and/or assigns. The parties enter into this Agreement to promote the development of certain real property located within the City. 1. RECITALS 1.1. Location of Property. Developer warrants that it controls certain real property located at 16900 51 st Avenue NE, Arlington, WA 98223, identified by Snohomish County parcel numbers 31052800101300, 31052800100100, 31052800100500, 31052800100400, and legally described in Exhibit A ("Property"). The Property is owned by National Food Corporation and National Food Corporation 401 K Retirement Plan, 728 134" St, SW#103 Everett, WA 98204. 1.2. Zoning. The Property is zoned Light Industrial and is within Airport Protection Subdistrict B. 1.3. Permanent Use. Developer intends to develop a nearly three million square foot warehouse distribution center and associated improvements on the Property, together with nearby roads ("Project"), as depicted in the site plan attached as Exhibit B. 1.4. Special Use Permit and Site Plan Review. As part of the Project, Developer has already {04136445.DOCX;13 } applied for a Special Use Permit/Site Plan Review and Design Review(PLN#756). 1.5. Mutual Benefits. The City recognizes the many public benefits of the Project, particularly in light of the ongoing health and economic emergency caused by COVID-19. Such benefits include job creation, increased tax revenue, increased safe distribution of necessary goods, and dedication of land for public use. Likewise, Developer recognizes the benefits of this Agreement include certainty of development standards and deviation from certain code regulations and guidelines, as more fully described below. 1.6. City Authorization after Public Participation and Public Hearing. Notice of the public hearing on this Development Agreement was provided via posting, publication and mailing. A threshold determination under the State Environmental Policy Act, Ch. 43.21C RCW ("SEPA") was issued for the Project, including this Agreement, on December 16, 2020. The City Council has authorized the Mayor or City Administrator to enter into this Agreement following the public hearing held on March 15, 2021, and in accordance with RCW 36.7013.200. NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration,the adequacy, sufficiency, and receipt of which are hereby acknowledged, the parties agree as follows: 2. CONDITIONS OF APPROVAL UNDER AMC 20.39.060 2.1. The parties agree as follows regarding the conditions of approval required by Arlington Municipal Code ("AMC" or"Code") 20.39.060: a. A site plan for the entire project, showing locations of sensitive areas and buffers, required open spaces, perimeter buffers, location and range of densities for residential development, and location and size of nonresidential development: The parties agree to, and incorporate by reference herein,the site plan in Exhibit B. b. The expected build-out time period for the entire project and the various phases: The term of this Agreement shall be for a period of eight(8)years from the date the Agreement is adopted via ordinance. The parties may extend this Agreement by written agreement, provided the same is approved by the City Council following a public hearing. c. Project phasing and other project-specific conditions to mitigate impacts on the environment, on public facilities and services including transportation, utilities, drainage, police and fire protection,schools, and parks: The Project will be mitigating impacts by building system improvements, making payments to the City in lieu of improvements, and possible payments of impact fees to the City. d. A yearly evaluation of the project status and phasing shall be provided by the applicant and reviewed with city staff: Developer shall provide a written summary of development status for each Project phase to the City not less than annually during the term of this Agreement, provided that Developer shall not be obligated to provide status summaries if Developer completes all improvements required by this Agreement prior to the end of the term of this Agreement. {04136445.DOCX;13} e. All agreements shall be reviewed during each ten-year update of the comprehensive plan to ensure every project maintains consistency with the City's goals and policies: The parties agree that the City shall take the provisions of this Agreement into consideration when developing any update to its comprehensive plans. f. Bulk design and dimensional standards that shall be implemented throughout subsequent development within the project: The parties agree that all development of the Project shall conform to the vested Code regulations as modified under the terms of this Agreement. g. The size and range of uses authorized for any nonresidential development within the project: Applicant proposes to construct a single, 100-foot tall warehouse distribution center and related auxiliary structures (e.g., guardhouses, pumphouses), totaling approximately 2.82 million square feet on approximately 72 acres. h. The minimum and maximum number of residential units for the project: Not applicable. i. Any sewer and/or water comprehensive utility plans or amendments required to be completed before development can occur: No. j. Provisions for the applicant's surrender of an approved development agreement before commencement of construction or cessation of development based upon causes beyond the applicant's control or other circumstances,with the property to develop thereafter under the base zoning in effect prior to the development agreement approval. If Developer fails to construct the Project within the term of this Agreement or any extension thereof, the Agreement shall expire and be of no further force or effect, and any future development of the Property shall comply with all City development regulations then in effect. 3. SPECIFIC DEVELOPMENT STANDARDS 3.1. Deviation from Code Allowed.AMC 20.39.020 states that a"development agreement may allow development standards different from those otherwise imposed under the Arlington Municipal Code in order to provide flexibility to achieve public benefits, respond to changing community needs, or encourage modifications which provide the functional equivalent or adequately achieve the purposes of otherwise applicable city standards." Further, differing development standards "shall not require any further zoning reclassification, variance from city standards or other city approval apart from development agreement approval, except that no deviation from airport protection district regulations or critical areas regulations shall be permitted."AMC 20.39.020. This Agreement contains deviations from certain Code development standards in order to achieve particular public benefits and respond to changing community needs, as noted in the Recitals above. This Agreement does not propose deviations from airport protection district regulations or critical areas regulations. 3.2. Construction and Dedication of New Road Between 43rd and 51 st. The City desires a new road to be constructed near and along the southern border of the Property, to be called 168th (04136445.DOCX;13 ) Street/169th Street, connecting 43rd Avenue NE with 51st Avenue NE ("New Road"). The New Road is located partially on the Property,and partially on lands currently owned by several others. Developer's obligations as to the New Road are: (a) Construction and Dedication of New Road. In the event that by July 1, 2021, (i) the City obtains construction easements and binding commitments to dedicate necessary right-of-way for the portions of the New Road that are on lands currently owned by others, and (ii) Developer has been issued all necessary critical areas permits, including permits from the Army Corps of Engineers to enable construction of the western Segment 1 of the New Road located on the Property, then Developer shall construct all of the New Road as depicted in Exhibit C. Developer's construction of the New Road will commence after the conditions listed above have been satisfied, and after issuance of construction permits from the City. Developer's construction of the New Road may be done without public bids or prevailing wages. Following construction and acceptance of the New Road by the City, Developer shall dedicate to the City the portion of the New Road right-of-way on the Property. Impact fee credit will be provided as described in Section 3.4(b). (b) Alternative Dedication and Escrow of Funds for Construction of New Road. In the event that by July 1, 2021, either the City has not obtained construction easements and binding commitments to dedicate necessary right-of-way for the portions of the New Road that are on lands currently owned by others, or Developer has not been issued all necessary critical areas permits, Developer shall both dedicate to the City the portion of the New Road right-of-way on the Property, and shall deposit funds into escrow to cover Developer's pro-rata share of the New Road construction costs. This construction cost shall be calculated based on the cost of said construction being completed as a Public Works project. The escrow amount shall be determined by Developer's Engineer's estimate, as confirmed by the City's Development Services Manager. Impact fee credit will be provided as described in Section 3.4(b). (c) Alternative Dedication and Escrow of Funds for New Road, and Partial Construction of New Road. In the event that by July 1, 2021,the City has not obtained construction easements and binding commitments to dedicate necessary right-of-way for the portions of the New Road that are on lands currently owned by others, but Developer has been issued all necessary critical areas permits, Developer shall construct the western segment of the New Road located on the Property,designated Segment 1 on Exhibit C. Following construction and acceptance of Segment 1 of the New Road by the City, Developer shall dedicate to the City all portions of the New Road right-of-way on the Property. In addition, the Developer shall deposit funds into escrow to cover the Developer's pro-rata share of the remaining design and construction cost for the remaining portion of the New Road costs This construction cost shall be calculated based on the cost of said construction being completed as a Public Works project. The escrow amount shall be determined by Developer's Engineer's estimate, as confirmed by the City's Development Services Manager. Impact fee credit will be provided as described in Section 3.4(b). 3.3. Public Trail. The New Road includes a public trail. Notwithstanding the terms of Section 3.2,and so long as Developer has been issued all necessary critical areas permits,including permits from the Army Corps of Engineers to enable construction of the public trail, Developer shall construct a 12-foot-wide paved east-west trail on the Property within the north side of the New Road's right-of-way, as depicted in Exhibit C. If the City obtains its desired construction {04136445.DOCX;13} easements and binding commitments to dedicate necessary right-of-way for the portions of the trail located on the adjacent eastern property (parcel no. 31052800100300) by July 1, 2021, Developer shall also construct the paved trail on said eastern property, also as depicted on Exhibit C.Developer is not responsible for constructing the trail on the eastern property if,by July 1,2021, the City has not obtained the desired construction easements and binding commitments to dedicate necessary right-of-way. Upon its completion, Developer shall dedicate the trail on the Property, as right-of-way, to the City for public use. Impact fee credit will be provided as described in Section 3.4(b). 3.4. Additional Transportation Analysis and Impact Fee Credits. (a) Traffic operations at the intersection of SR 531/172❑d and Smokey Point Boulevard and the intersection of SR 531/172nd and the I-5 ramps are of concern to the City and have not been recently studied by WSDOT. As mitigation for the Project's potential additional impacts to these intersections,Developer shall hire and pay consultants to prepare the transportation corridor study detailed in the scope of work attached to this Agreement as Exhibit D. The study described in Exhibit D shall be delivered to the City prior to occupancy of the Project. The City agrees that nothing about this study or its results shall interfere with construction and occupancy of the Project, nor shall the study outcomes result in requirements for new or additional mitigation measures on the Project. (b) With the exception of the New Road, all transportation system improvements required to be performed by Developer may, upon approval by the City, be eligible for credit towards transportation impact fees that would otherwise be required under Chapter 20.90 AMC. With the exception of the New Road, to be accepted as credit,transportation improvements must be in excess of the minimum development standards set out in Title 20 AMC. As to the New Road,this Agreement expressly allows Developer to deviate from Ch.20.90 AMC's requirements regarding impact fee credits; such that impact fee credit shall be provided for the New Road regardless of whether it is in excess of the minimum development standards of Title 20 AMC. If Developer proceeds to construct the New Road, or to escrow funds for construction of the New Road, or to construct part of the New Road and escrow funds for the remainder, or to build only the public trail,then the City shall provide Developer a transportation impact fee credit calculated to include the design and construction costs for the New Road, whether those costs are incurred or funds are escrowed. The impact fee credit for the Project shall be calculated prior to building permit issuance so that any remaining impact fees due will be paid prior to building permit issuance. Accordingly,this Agreement authorizes the impact fee credit to be determined based on the Developer's Engineer's estimate, as confirmed by the City's Development Services Manager, including any increases in that estimate necessary to address the escrow of funds under either Sections 3.2(b)or 3.2(c). In the event the parties cannot agree on the impact fee credit within ten (10) days of the City's receipt of the Developer's Engineer's estimate, the parties shall appoint a neutral third-party engineer to determine whether the Developer's Engineer's estimate or the City's Development Services Manger's estimate is most reasonably accurate. In the event a further dispute arises,the Developer is entitled to pay impact fees under protest and pursue further dispute resolution under Section 5 of this Agreement. 3.5. Dedication of Wetland. If Owner dedicates Segment 1 of the New Road to the City, Developer shall, in conjunction with such dedication, also dedicate and convey the wetland area {04136445.DOCX;13} on the southwest corner of the Property to the City. If the New Road cannot be constructed, Developer shall dedicate said wetland to the City after the stormwater detention facilities on the Property are constructed, and the City will cooperate in the effort to create a tract that may be conveyed. The location of the wetland area is depicted on Exhibit B. 3.6. Wetland Mitigation Banking and Improvements. All wetland and buffer areas on the site shall remain protected until wetland permits have been issued. As described in the Conceptual Mitigation Plan/Project Roxy, Soundview Consultants (October 2020), some of the Project's impacts to wetlands are unavoidable. Mitigation for any wetland impacts is allowed to include purchase of credits from a bank in accordance with the wetland mitigation banking rules of Ch. 90.84 RCW and Ch. 173-100 WAC, or physical enhancements to the wetland system, or a combination of mitigation bank credits and direct wetland mitigation.For example,Developer and City acknowledge and agree that on-Property compensatory mitigation is not feasible south of Segment 1 of the New Road in order to satisfy the compensatory mitigation obligation required by AMC 90.93.830(a) and Table 20.93-6,because there is not enough land to provide for both the New Road and the buffer required around a compensatory mitigation area. Therefore,this section of this Agreement constitutes the Community Development Director's approval of the wetland Conceptual Mitigation Plan, and authorizes the Developer to provide compensatory wetland mitigation in this area via the purchase of wetland credits from the Snohomish Basin Mitigation Bank, an approved mitigation bank in the Snohomish River watershed,to fulfill the compensatory wetland mitigation requirements of AMC 20.93:840(a). Developer will construct direct wetland mitigation in accordance with the approved permits received from the Army Corps of Engineers, and Developer will purchase wetland mitigation bank credit for the remainder of the mitigation, and this combination of direct wetland mitigation and purchased wetland mitigation credits shall satisfy any City requirements for wetland mitigation. Developer also will perform onsite non- compensatory (i.e., voluntary) wetland rehabilitation and buffer enhancement for the purposes of improving onsite wetland functions and protection, including native plantings,placement of snags and large woody debris, and creation of a thalweg channel within Wetland A. 3.7. Parking Siting. Developer is allowed to deviate from the parking siting guidelines of Section 7.2 of the City of Arlington,Development Design Standards. Project parking may be sited on the Property adjacent to roads and intersections, including 172nd Street NE (State Route 531). To screen parking from adjacent roads, Developer shall install a sound wall and/or five (5) foot tall earth berms topped with vegetation, which shall meet AMC 20.76.040's requirements for a Type B, Semi-Opaque Screen. Installation locations for the sound wall and/or berms are shown on Exhibit B. The sound walls shall be cast-in-place concrete, up to approximately 18 feet high from grade. On the external public-facing side of the wall,the wall shall have an embossed pattern inspired by nature using form liner panels which will resemble a natural scene or pattern consisting of vines, leaves and trees. Prior to construction the design team will coordinate directly with the City of Arlington on the final design and approval. The City, having determined the proposed screening is sufficient, grants a parking siting deviation to authorize the parking as sited and screens as proposed. 3.8. Sufficiency of Parking Spaces. Requiring the Project to meet AMC Table 20.72-1's vehicular parking ratio for distribution centers (one (1) parking space per 300 square feet of gross floor area) would result in a parking area far in excess of the Project's needs. Thus, the Project is not required to meet said ratio. The City, having determined the proposed 1250 parking stalls {04136445.DOCX;13 } provide sufficient parking for the Project, grants a parking deviation in accordance with AMC 20.72.020. 3.9. Building Height Approval by F Given the Property's proximity to the Arlington Municipal Airport, the Federal Aviation Administration ("FAA") has regulatory authority over aspects of the Project, including the maximum allowed building height. Developer has obtained approval from the FAA to build a 100-foot tall building, and FAA approval for additional temporary use of taller construction cranes, and has provided copies of these FAA approvals to the City. City Code height requirements, including under Ch. 20.48 AMC, are lower than 100- feet. The City,having determined that the project has been appropriately mitigated, grants a height deviation to allow the Project's buildings to be constructed up to 100-feet tall. 3.10. Voluntary Construction of Roundabout at 43rd.Developer and/or Owner plan to voluntarily construct a roundabout at 43rd/SR 531 at a value of approximately$6 million(the"Roundabout"). Adequate public right-of-way does not currently exist for the Roundabout, so construction of the Roundabout by Developer and/or Owner is subject to the timely and economically reasonable acquisition of necessary right-of-way. Developer and/or Owner shall have no obligation with respect to the Roundabout if the necessary right-of-way cannot be obtained in a timely and economically reasonable manner. 3.11. Occupancy Dependent on Completion of only Limited Improvements. Occupancy of the Project's buildings is contingent on completion or bonding for all required street frontage improvements on 43rd Ave. NE and 51St Ave. NE, and the limited frontage improvements of a sidewalk and acceleration/deceleration lanes for the project entries along 172°d St./SR 531. Occupancy of the Project's buildings is not contingent on completion or bonding of the New Road and construction of the Roundabout, whether pursued by Developer or by others. 3.12. Hours of Construction and Operation. Hours of construction for the Project generally shall meet the requirements of the Arlington Municipal Code; provided however, that the parties acknowledge that Developer intends to request and the Project will require some exceptions be granted so as to authorize some construction activities after 7 p.m., or before 7 a.m. Monday through Saturday or on Sundays or holidays Prior to the start of construction, the contractor for the Project shall have reached a haul route agreement with the City. The Project may be operated 24 hours a day, 365 days a year, subject to compliance with the Performance Standards set by AMC Chapter 20.44 and state law. 3.13. Prompt Processing of Permits. The City recognizes the urgency of completing the Project in a timely manner and will endeavor to promptly process all associated permits and approvals. 4. VESTING AND CERTAINTY OF DEVELOPMENT AGREEMENT 4.1. Vested Rights. Complete applications for land use permits or approvals submitted during the term of this Agreement shall vest to the zoning and other land use controls in effect on the date of the ordinance adopting this Agreement. Such vested rights shall survive the termination or expiration of this Agreement and shall themselves terminate only upon the City's final decision to grant, grant with conditions, or deny the applications for said entitlements. Vested rights for complete applications for land use permits or approvals submitted prior to the term of this (04136445.DOCX;13 ) Agreement shall be governed by State law and City Code. 4.2. Development Agreement Deemed Controlling. This Agreement, once recorded, and any terms, conditions, maps, notes, references, or regulations which are a part of the Agreement shall be considered enforceable elements of the Code. In the case of an explicit conflict with any other provisions of the Code, this Agreement shall take precedence. 4.3. Changes in the Law. In the event that state or federal laws or regulations,enacted after this Agreement has been entered into, prevent or preclude compliance with one (1) or more of the provisions of the Agreement, such provisions of the Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. 4.4. Emergency Situations. The City may suspend the issuance of building permits for the Project if it finds that continued construction would place surrounding residents or the immediate community, or both, in a condition dangerous to their health or safety, or both. 5. DISPUTE RESOLUTION 5.1. Party Consultation. In event of any dispute as to interpretation or application of the terms or conditions of this Agreement, Developer, the City Community Development Director and the City Administrator shall meet within ten (10) business days after written request from any party for the purpose of attempting, in good faith, to resolve the dispute. The written request shall identify the disputed issues in a way that is sufficient to enable the parties to understand the issues and consider and review alternatives in advance of the meeting. The meeting may, by mutual agreement,be continued to a date certain to include other parties or persons,or to obtain additional information. The parties agree that any mediation communications shall be privileged as specified in RCW 7.07.030, regardless of whether a mediator is involved in the discussions. 5.2. Decision of City Administrator. If the parties are unable to reach an agreement pursuant to Section 5.1, the City Administrator shall issue his or her written determination concerning the disputed issues, which shall be the final decision of the City. 5.3. Judicial Appeal. Pursuant to the Land Use Petition Act, Ch. 36.70C RCW, any aggrieved party may appeal the decision of the City Administrator to Snohomish County Superior Court. 5.4. No Jury Trial. TO THE EXTENT PERMITTED BY LEGAL REQUIREMENTS, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT. 6. GENERAL PROVISIONS 6.1. Voluntarily Bound. The City and Developer agree that each has entered into this Agreement knowingly and voluntarily and agree to be bound by the terms and conditions of this Agreement. 6.2. Recording.This Agreement shall,following approval by the City Council,and Developer's acquisition of any portion of the Property, be filed as a matter of public record in the office of the {04136445.DOCX;13} Snohomish County Auditor and shall be in the nature of a covenant running with the Property. It is the intent to have this Agreement, so long as it is in force, to be considered, interpreted, and regarded as a covenant running with the land as to the Property. 6.3. Applicable Law. This Agreement shall be governed by and be interpreted in accordance with the laws of the State of Washington. Venue for any legal action brought hereunder shall be in the Snohomish County Superior Court. 6.4. Binding Effect, City's Consent Not Required for Developer's Assignment of Rights. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party hereto. The parties acknowledge that Developer and Owner shall have the right to assign or transfer any portion of the interests, rights, and obligations under this Agreement to other parties acquiring an interest or estate in the Property. Consent by the City shall not be required for any transfer of rights pursuant to this Agreement. 6.5. Severability. If any provision of this Agreement is determined to be unenforceable or invalid by a court of law, then this Agreement shall thereafter be modified to implement intent of the parties to the maximum extent allowable under law. 6.6. Modification. This Agreement may be amended, modified or terminated in conformity with the requirements of RCW 36.7013.170-200 and other applicable laws, rules or regulations, and upon mutual consent of the parties, which mutual consent of the parties shall be evidenced by a written agreement therefore, signed by the parties hereto. Major amendments to this Agreement shall require review and approval by the Arlington City Council. City staff shall be entitled to administratively approve minor amendments to this Agreement.A"Minor Amendment"is defined as an amendment that does not increase the density of the Project or significantly increase its adverse impacts on surrounding properties. 6.7. Merger. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. There are no other agreements, oral or written, except as expressly set forth herein. 6.8. Duty of Good Faith. Each party hereto shall cooperate with the other in good faith to achieve the objectives of this Agreement. The parties shall not unreasonably withhold requests for information, approvals or consents provided for, or implicit, in this Agreement. The parties shall execute any additional documentation reasonably required to carry out the intent and obligations under this Agreement. 6.9. Disclosure upon Transfer. Developer agrees that in the event of a proposed sale, gift, transfer, segregation, assignment or devise of the Property, Developer shall disclose the existence of this Agreement to the interested party. 6.10. No Presumption Against Drafter. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this agreement. 6.11. Notices. All notices, approvals, consents, requests, or demands required or permitted to be (04136445.DOCX;13) given by either party will be in writing and will be delivered (except as otherwise provided in this Agreement) (a) personally; (b) by depositing with the United States Postal Service, postage prepaid, by registered or certified mail, return receipt requested; (c) by a nationally-recognized delivery service providing proof of delivery; or(d) by email, provided that, for delivery pursuant to this clause (d), a copy is also sent pursuant to either clause (a), (b), or(c) above, and in all such events, properly addressed to the addresses set forth below. Except where otherwise expressly provided to the contrary, notice is deemed given upon delivery (or, in the case of delivery via the method described in(b), the earlier of delivery or three (3)days following the date of depositing), or when delivery is refused. Either party may change its notice address by giving notice in the manner set forth above and in the event of an assignment of this Agreement by Developer, the address of the assignee shall be set forth in a notice of assignment. If to the City: City of Arlington 238 N. Olympic Ave. Arlington, WA 98223 Attn:Community Development Director Email: mhayes@arlingtonwa.gov If to Developer: Panattoni Development Company, Inc. 1821 Dock Street, Suite 100 Tacoma, WA 98402 Attn: Travis Hale Email: thale@panattoni.com If to Owner: Same as Developer 6.12. Term. Unless extended this Agreement shall automatically expire and the obligations of the parties cease eight (8) years after the ordinance adopting this Agreement is adopted, without the need for further action or documentation. 6.13. No Bribery. In adopting this Agreement the City has not violated,and in implementing this Agreement the City shall not violate, or knowingly permit anyone to violate, any applicable laws or regulations pertaining to anti-corruption or bribery. [Signatures on the next page.] {04136445.DOCX;13 } IN WITNESS WHEREOF, the undersigned have set their hands the day and date set out next to their signatures. Owner: Developer: Panattoni Development Company, Inc., a California corporation Date: Date: CITY OF ARLINGTON XD ` Mayor Barbara Tolbert Date: j&49 J Approved as to Form: Steven J. Peiffle, City Attorney (04136445 DOCX;13 ) EXHIBIT A Legal Description of the Property {04136445.DOCX;13} PARCEL 1, APN 31052800100100: NEW PARCEL B, CITY OF ARLINGTON BOUNDARY LINE ADJUSTMENT NO. PLN-439, RECORDED UNDER RECORDING NO. 201812055003, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; EXCEPT MOBILE HOME(S) LOCATED THEREON. PARCEL 2, APN 31052800101300: THE EAST 176.00 FEET OF THE SOUTH 93.50 FEET OF THE NORTH 732.00 FEET OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 31 NORTH, RANGE 5 EAST, W.M., RECORDS OF SNOHOMISH COUNTY, WASHINGTON; EXCEPT THE EAST 30 FEET FOR ROAD. PARCEL 3, APN 31052800100400: THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 31 NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN, RECORDS OF SNOHOMISH COUNTY, WASHINGTON,) EXCEPT COUNTY ROAD; AND EXCEPT THOSE PORTIONS THEREOF CONVEYED TO THE CITY OF ARLINGTON BY DEEDS RECORDED UNDER RECORDING NOS. 200905010150 AND 201807260156. PARCEL 4, APN 31052800100500: THE EAST HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 31 NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN, RECORDS OF SNOHOMISH COUNTY, WASHINGTON; EXCEPT COUNTY ROAD. 2215 North 30th Street PROJECT ROXY Sulte300 EXHIBIT ' Tacoma,WA 98403 O0fl 253.383.25757 253.383.22 rer2 FAx PROPERTY LEGAL DESCRIPTION A EXHIBIT B Site Plan of the Project [A copy of Exhibit B shall be kept on file with the City of Arlington and will not be recorded.] {04136445.DOCX;13} Ll a� m U K � W i±Q ` M J Wus qy 9 g A"A' fl I _ � d I 1 � t 11 I •1� - 2 _1 � 1 I _ I I I �g I I� { I II I, I 1 I� •I m o I �mr 3 mom op I W a N E F W�- 11 O a0U3 1 1 II� u m 1 III p 8 1 II; III — 1 of fit II I , Cl Q U 1 0 f, f� 3� �a EXHIBIT C Diagram of New Road Segments and Trail [A copy of Exhibit C shall be kept on file with the City of Arlington and will not be recorded.] (04136445.DOCX;13} t t iu z _ z $ 4iY11M W V1 N1 O 1 U tWq W ¢ 0) Lu _ �jj �y�gca tu IOU 7. I li t� a �r c ww b W v yea e f W zuJ $, ui w y A v z z o r o o I'jII a z , =T71-li c~i W - W ! W N W R U) O - O LL1 O W Wziz 90) s #m --- #i W i WW W W V7O OO x O CL IL CL IL -c pgy a a a 3L 3AV Eb Ib EXHIBIT D Scope of Work—Corridor Study {04136445.DOCX;13} Corridor Analysis—Scope of work SR 531 from 271h Ave NE (Marysville)to 67th Ave NE(Arlington/Snohomish County) Panattoni has proposed an industrial building be constructed on the corner of 43rd Ave NE and SR 531 (172"1 St NE)within the City of Arlington. This corridor is the only east west corridor serving the Cascade Industrial Center,and the Smokey Point area,and carries heavy traffic loads throughout the day. In order to fully understand, plan, and mitigate for the effects of the proposed project on this roadway,the City of Arlington is requiring a corridor analysis for the roadway segment from 271h Ave NE in Marysville to 67th Ave NE in Arlington. This corridor analysis shall include the following: Corridor Analysis of Alternatives Analysis of Existing Traffic Conditions Determine the existing levels of service and travel patterns at the key intersections and roadway segments within the study area. Identify deficiencies in the existing transportation system. The volumes generated in this task form the basis for the future traffic analyses and the development of improvement alternatives. Using Simtraffic or similar traffic modeling software and all currently available traffic data, model the existing corridor and intersections during peak AM and PM traffic periods. Intersections to be included; • 172nd/27th Ave NE • 172"d/1-5 Souhbound • 172"d/1-5 Northbound • 172"d/Smokey Point Blvd • 172"d/43rd Ave NE • 172"d/51'Ave NE • 172nd/59th Ave NE • 172"d/67th Ave NE The corridor segments between these intersections shall be included in the analysis Future Proposed Baseline Conditions Using an acceptable traffic modeling program, and agreed upon growth data, model the proposed corridor with the proposed improvements expected in the next 20 years. • Restriction of unprotected left turn movements on SR 531 from SPB to 43rd • Expansion of SR 531 to a 5 lane section with no unprotected left turn movements-from 43rd to 67th • Creation of the new 3 lane roadway 168th/169th from Smokey Point Blvd to 59t'Ave NE • Creation of the new 3 lane roadway 173rd from Smokey Point Blvd to 515t Ave NE (Airport Blvd) Additional intersections to be included; • 172"d/40"Ave N E • 169"/SPB • 169"/40"Ave NE • 169"/43`d Ave NE • 169"/51"Ave N E • 16911/59"Ave NE • 173 d/51"Ave N E • 173'd/43'd Ave NE • 17411/SPB The corridor segments between these intersections shall be included in the analysis Alternatives Using the model evaluate the future conditions using the following alternatives and provide feedback on the appropriate combination of improvements that will best benefit the corridor • Roundabout at SR 531 and SPB • Access improvements at SR 531 and 1-5 • Southern eastbound bypass route of 168tn/169tn • Northern westbound bypass route of 173rd/174tn Additional intersections to be included; • 172"d/Smokey Point Drive(eastbound) • 172"d/Smokey Point Drive(westbound) Recommendations A report shall be created that summarizes the results and provides recommendations. Digital copies of the model will be provided to the City of Arlington and WSDOT.