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C011-120.01
AMENDMENTt' TO DEVELOPMENT AGREEMENT No. COIL-120
For good and valuable consideration, the legal sufficiency of which is hereby acknowledged,
the City of Spokane Valley ("City"), a municipal corporation of the State of Washington, and
Hanson Industries, Inc. ("Developer"), a Washington corporation, having offices for the
transaction of business at 15807 East Indiana, Spokane Valley, WA 99216, hereby agree to
amend the Development Agreement No. C011-120 executed by the Developer and City on or
about April 5, 2011 ("Developer Agreement") and attached hereto as Exhibit 1. The Developer
and City are jointly referred to herein as "Parties."
I. R-PCITAIN.
A. On or about April 5, 2011, the Parties entered into the Development Agreement attached
hereto as Exhibit 1 to mitigate direct impacts identified as consequences of the Developer's
development of the real property ("Project") identified therein.
B. In consideration for Developer's completion of transportation -related improvements
and/or financial contributions to mitigate traffic impacts of development, the Development
Agreement vested the Developer with 2,214 banked P.M. Peak Hour trips that the Project could
generate without Developer paying additional traffic mitigation fees ("Vested Trips").
C. The Development Agreement provides that all unused Vested Trips will expire on
December 31 ,2025.
D, Due to economic and other factors outside of Developer's control, Developer has 765
unused Vested Trips remaining that Developer is unable to implement prior to expiration of the
same on December 31, 2025,
E. The Parties desire and agree to amend the Development Agreement to delay expiration of
the remaining Vested Trips until December 31, 2032,
11. AMENDMENT TO DEVELOPMENT AGREEMENT No. COII-120 ("Amendment").
1, Developer and City hereby amend the Development Agreement by removing and
replacing the reference to "December 31, 2025", located in the second to last sentence of
Section 6 (titled "Extension of time for banked P.M. Peale Hour trips"), with
"December 31, 2032."
2. The Parties agree to continue to abide by those terms and conditions of the Development
Agreement and any amendments thereto which are not specifically modified by this Amendment
to Development Agreement No. C011-120 ("Amendment").
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3. This written Amendment, inclusive of those terns and conditions of the Development
Agreement and amendments thereto which are not specifically modified by this Amendment,
constitute the entire and complete agreement between the Parties and supersedes any prior oral or
written agreements. This Amendment and Developer Agreement may not be changed, modified,
or altered except in writing signed by the Parties hereto.
The Parties have executed this Amendment to the Development Agreement this -77"'l day of
November, 2025.
CITY Or SPOKANE VALLEY:
City Manager
APPROVED AS
the City Attorney
FIANSO
R«• Bob Bole
Its: President
Exhibit 1
2
DEVELOPMENT AGREEMENT
Hanson Industries, Inc.
This Development Agreement ("Agreement") is entered into by and between Hanson
Industries, Inc. ("Developer"), a Washington corporation, having offices for the transaction of
business at 15807 East Indiana, Spokane Valley, WA 99216, and the City of Spokane Valley
("City"), a municipal corporation of the State of Washington, hereinafter jointly referred to as
"Parties":
RECITALS
1. This Agreement is entered into by the Parties pursuant to RCW 36.70B.170-2I0 and RCW
82.02.020 to mitigate a direct impact identified as a consequence of the development of
certain properties as described in Recital 2, below.
2. Developer is the owner/developer of certain real property generally located within an area
bounded by Flora Road to the east; Interstate 90 (I-90) to the south; the Spokane River and
Indiana Avenue to the north; and the intersection of Mirabeau Parkway and Indiana Avenue
to the west shown on Exhibit A (herein collectively referred to as "Properties"). The
individual Properties are commonly known as Hanson Center East, Hanson Center West,
MarketPointe I and MarketPointe II.
3. Since 1997, and pursuant to the Agreements and Resolutions identified in Recital 4, below,
Developer has performed the following transportation -related improvements or contributed
financially to mitigate traffic impacts due to development of the Properties:
• Dedicated right-of-way (ROW) for the widening and construction of Sullivan Road
north of I-90 to the Spokane River Bridge;
• Dedicated ROW and installed the loop ramps off I-90 Westbound at Sullivan Road
and Westbound to 1-90 behind Barnes & Noble Booksellers store. The dedicated
ROW, east of Sullivan Road, was later used for the revised westbound Sullivan Loop
ramp project to increase capacity for westbound traffic;
• Dedicated ROW and widened Indiana Avenue between Sullivan Road and the
westerly join line of the existing Indiana Avenue;
• Dedicated ROW for construction of the new Indiana Avenue, which included
additional land for the alignment of Mirabeau Parkway and Indiana Avenue;
• Upgraded traffic signals and constructed an additional right turn lane from
northbound Pines Road at the intersection of Pines Road and Indiana Avenue;
• Contributed to the intersection of Sullivan Road and Indiana Avenue signals;
• Constructed new Indiana Avenue between Sullivan Road and its easterly terminus
(eastern boundary of Hanson Center East);
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• Dedicated ROW and participated financially in the Evergreen Interchange
improvements; and
• Contributed $200,000 for the extension of Indiana Avenue to Flora Road.
4. The following Agreements and Resolutions gave Developer 4,186 vested P.M Peak Hour
traffic trips for transportation concurrency purposes as required by RCW 36.70A.070 for a
period of 15 years ending on March 9, 2015:
• Spokane County Resolution No. 98-0829 dated October 18, 1998;
• Satisfaction of Conditions Agreement dated November 19, 1998 ("Satisfaction
Agreement");
• Addendum to First Agreement dated March 9, 2000 ("Addendum Agreement" —
Authorized under Spokane County Resolution No. 99-1135; and,
• Development Agreement dated March 9, 2000 ("Development Agreement") —
Authorized under Spokane County Resolution No. 99-1135.
The validity of these prior Agreements and Resolutions is acknowledged by the parties.
5. Due to the recent economic downturn and other factors Developer has 1,853 unused vested
P.M. Peak Hour traffic trips that will expire on March 9, 2015. Further, several of the vested
parcels remain undeveloped and a portion of the vested P.M. Peak Hour trips will expire
before the full build -out of the properties.
6. Developer has requested that the expiration date of the banked traffic P.M. Peak Hour trips
be extended to December 31, 2025 and that 361 additional traffic P.M. Peak Hour trips vest
for concurrency purposes as allowed by RCW 36.70A.070 and Spokane Valley Municipal
Code ("SVMC") Title 22.20. The Developer is vested with all P.M. Peak Hour trips for use
for the Developer owned Properties for development actions. The Developer shall have the
right to transfer such P.M. Peak Hour trips in its sole discretion for development actions
within the Properties subject to the limitations described in Section 6 of this Agreement.
7. The Spokane Valley Comprehensive Plan (the "Comprehensive Plan") contemplates that the
City will improve the intersection of Indiana Avenue and Sullivan Road through the
Indiana/Sullivan Concrete Intersection project (hereinafter "the Sullivan Intersection
Project") scheduled for 2011, and the Sullivan Road West Bridge Replacement project
(hereinafter "the Sullivan Bridge Project"), which is currently scheduled to be completed by
2015.
8. The City has determined that modifications to the south portion of the Indiana Avenue and
Sullivan Road intersection, to be done with the Sullivan Intersection Project, and the
modifications to the north half of the intersection, to be done with the Sullivan Bridge
Project, will mitigate traffic impacts from the Properties and others in the vicinity and allow
for additional P.M. Peak Hour trips for concurrency purposes as required by RCW
36.70A.070 and SVMC Title 22.20.
9. Developer has agreed to contribute financially in the amount of $1,368 for the Sullivan
Intersection Project and to dedicate up to 2,204 square feet of ROW on the northwest corner
of the Sullivan Road/Indiana Avenue intersection for the future modification of the north half
of this intersection. This future work is anticipated to be part of the Sullivan Bridge Project.
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10. This Agreement is consistent with the Comprehensive Plan, the applicable development
regulations and the 2011 adopted Council Goals.
11. This Agreement provides for the payment of a proportionate share of the improvements
deemed necessary at the intersection of Sullivan Road and Indiana Avenue, which are a
direct result of traffic impacts associated with the Properties.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter
set forth, the Developer and the City hereto agree as follows:
1. Purpose. This Agreement is intended to amend and supplement the prior Agreements and
resolutions set forth in Recital 4, above. All prior agreements not inconsistent with the terms
of this Agreement shall remain in full force and effect.
2. Voluntary Agreement. This Agreement, including all attached documents, is a voluntary
agreement as that term is used in RCW 82.02.020 and RCW 36.70B.170-210. The
contribution offered is proportional to the traffic related impacts generated by the
Development and mitigates a direct impact that has been identified as a consequence of the
proposed development. In the event this mitigation Agreement is breached by the Developer,
all of the City's obligations under this Agreement shall terminate. In the event this
mitigation Agreement is determined by a court to be invalid, the City shall refund the
unexpended portion of the contribution, and the City's obligations under this Agreement shall
terminate, however; the Developer's rights regarding the vested P.M. Peak Hour trips for the
Properties revert back to the Agreements, referenced in Recital 4, above.
3 Project. There are two projects associated with this agreement. The 2011 Sullivan
Intersection Project will modify the south half of the Sullivan Road and Indiana Intersection
to add turn and through capacity. The Sullivan Bridge Project will add turn and through lane
capacity by modifying the north half of the intersection. The mitigation fee shall be based
upon the construction costs for the Sullivan Intersection Project.
4. Contribution. The Developer shall in addition to amounts previously agreed to, pay $1,368.
This contribution will be used in the Sullivan Intersection Project. The Developer also
agrees to dedicate up to 2,204 square feet of additional right-of-way as measured from
Sullivan Road westward at the northwest corner of the intersection (Parcels 45114.0205 and
45116.0213) shown on Exhibit B for construction of future improvements as part of the
Sullivan Bridge Project
5. Payment The Developer agrees to pay all of the above -identified contribution at such time
the City deems necessary. Payment shall be made within 30 days after receiving notice from
the City.
6. Extension of time for banked P.M. Peak Hour trips — The Developer entered into a
developer agreement on March 9, 2000 with Spokane County whereby Spokane County
acknowledged the considerable infrastructure improvements, ROW donations, and cash
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contributions by Developer, and contractually agreed that Developer shall have reserved for
future concurrency purposes 4,186 P.M. Peak Hour trips for a period of 15 years, expiring
March 9, 2015. The parties acknowledge that many of the P.M. Peak Hour trips identified in
the March 9, 2000 developer agreement have already been used, and that as of the date of
execution of this Agreement, 1,853 vested P.M Peak Hour trips remain. The Developer is
vested with all the P.M. Peak Hour trips for use for the Developer owned Properties for
development actions. The Developer shall have the right to transfer such P.M. Peak Hour
trips in its sole discretion for development actions within the Properties subject to the trip
distribution shown on Exhibit C. P.M. Peak Hour trips must be used in the designated east,
west, and MarketPointe 1/II areas and cannot be re -allocated without the developer
performing a new traffic impact analysis with a scope that is appropriate for the
circumstances. In the event that P.M. Peak Hour trips are not used for MarketPointe I/II, the
remaining P.M. Peak Hour trips for this area will revert 70 percent to the west area and 30
percent to the east area. In consideration for the additional monetary and ROW contributions
set forth in Section 3, above, City agrees to extend the time under which those P.M. Peak
Hour trips are available for concurrency purposes from March 9, 2015, to December 31,
2025 and allow an additional 361 vested P.M. Peak Hour traffic trips. Any development
project on the Properties must fully utilize the trip bank, vested through this Agreement,
before claiming any additional capacity.
7. Future Traffic Analysis and Development. The P.M. Peak Hour trips allocated to
Developer shall be considered vested pipeline projects for any traffic analysis conducted for
other development projects in the area. Additional intersection capacity beyond the vested
P.M. Peak Hour trips shall be used on first -come, first -served basis by the general public.
8. Compliance with RCW 82.02.020. Payment collected by the City will be held in a
mitigation fee reserve account and may only be expended to fund the design, right-of-way
acquisition, and construction of the Sullivan Intersection Project. Payments shall be
expended within five years of collection. The City shall be entitled to reimbursement from
the mitigation fee reserve account for any funds it may expend for the design, right-of-way
acquisition, and construction of the Sullivan Intersection Project prior to the collection of the
fee. Any funds in the mitigation fee reserve account not expended within five years shall be
refunded by the City with interest as provided in RCW 82.02.020.
9. Reservation of Authority. Pursuant to RCW 36.7013.170 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. Notice. All communications, notices or demands of any kind which a party under this
Agreement is required or desires to give to any other party shall be in writing and be either:
(1) Delivered personally,
(2) Sent by facsimile transmission with an additional copy mailed first class, or
(3) Deposited in the U.S. mail, certified mail postage prepaid, return receipt requested
and addressed as follows:
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If to the City: City of Spokane Valley
11707 East Sprague Avenue, Suite 106
Spokane Valley, WA 99206
Fax: (509) 921-1008
Attn: City Manager
If to the Developer: Hanson Industries
15807 East Indiana Avenue
Spokane Valley, WA 99216
Fax: (509) 922-5757
11. Successors. This Agreement shall be binding on and inure to the benefit of the successors
and the assigns of the Parties.
12. Governing Law. This Agreement shall be construed in accordance with the laws of the
State of Washington. Any action for enforcement of this Agreement shall be brought in a
court of competent jurisdiction in Spokane County, Washington or as otherwise provided by
statute.
13. Modifications. No modification or amendment of this Agreement shall be valid until the
same is reduced to writing and executed with the same formalities as the present Agreement.
14. Waiver. No officer, employee, agent or otherwise of the City has the power, right or
authority to waive any of the conditions or provisions to this Agreement. No waiver or any
breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
15. Representation. This Agreement forms a fully integrated agreement between the Parties.
No other understandings, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or to bind any of the Parties hereto
All Parties have read and understand all of the Agreement, and now state that no
representation, promise or agreement not expressed in the Agreement has been made to
induce any Party to execute the same.
16. Authority. Both Parties to this Agreement represent and certify that they have full authority
and power to enter into and carry out this Agreement. The persons signing this Agreement
represent that they have authority to act for and bind their respective principals.
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IN WITNESS WHEREOF, the Parties have executed this Agreement this ,rday of
2011.
DEVELOPER:
By: / / Its: President
Name: Robertoyle 6
STATE OF WASHINGTON
) ss.
County of Spokane
On this day of AL? ,-I ( 2011 before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared 7f2-01x,Q_7- 1 e- to me known to be the _P'c=5 VA-
of SD LAZ '- C . the corporation that executed the
foregoing instrument, and acknowledge the instrument to be the free and voluntary act and deed of
the corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized
to execute the instrument.
written.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
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CITY OF SPOKANE VALLEY:
Mike Jackson, City Manager
ATTEST:
APPROVED AS TO FORM:
Chris Bainbridge, City , erk Office of the City Attorney
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Exhibit C
Vested Traffic Trip Distribution
Hanson Property Name
...Vested PM Peak Hour.
Hanson Center East
`` ` " :1,255
Hanson Center West
' ° ''` 846
Market Pointe UII ,. .
Total
- 2,214