Document Redmond_doc_8018316c13

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 1 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax BEFORE THE HEARING EXAMINER FOR THE CITY OF REDMOND In the Matter of the Appeal of RTC 74th Street Property LLC Of the November 17, 2017 Approval of BLDG- 2016-09558 related to the Redmond Town Center Apartments project in Redmond, WA No. APPELLANTS’ POST- HEARING BRIEF I. INTRODUCTION Appellants are the successor owners of Redmond Town Center, including RTC 74th Street Property LLC, the multi-family residential developer who has obtained land use approvals and a building permit for construction of the Redmond Town Center Apartments Project (the “Project”). This 286-unit mixed-use development will be the first residential project constructed at Redmond Town Center. It is a part of the phased, mixed-use Redmond Town Center Master Plan for which the City required, and the landowner paid in advance, extensive mitigation under SEPA for transportation, park, recreation and open space impacts for full build-out of the Redmond Town Center property. At issue in this appeal is the City’s imposition of more than two million dollars in transportation and park impact fees paid as a condition of issuing a building permit for the Project. These fees are in addition to and duplicative of the SEPA mitigation provided by Redmond Town Center for the same impacts. Where, as here, mitigation of a development impact has been imposed under SEPA, state law prohibits cities from imposing a duplicative ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 2 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax impact fee to address that same impact. The City’s failure in this case to exempt the Project from payment of duplicative fees for transportation and park impacts, or to fully credit Appellants for their mitigation of these same impacts, amounts to unlawful “double dipping” in violation of RCW 82.02.100(1) and RMC 3.10.060(A)(6). It also violates the proportionality standards of RCW 82.02.020 and constitutes an unconstitutional taking of property. II. FACTS This appeal arose out of the City of Redmond requirement that a transportation impact fee in the amount of $1,229,445.23 and a park impact fee in the amount of $826,492.14 (“Impact Fees”) be paid to the City as a condition of issuance of building permit BLD-2016-09558 for the Redmond Town Center Apartments project. The Impact Fees were paid to the City under protest and a timely application for appeal was filed in this matter.1. The Project is a six story mixed use building with 286 residential units, 9,100 square feet of commercial space and 537 parking stalls. 2 The Project site is a part of the land included in the Redmond Town Center mixed use master planned development. As a condition of approval of the Redmond Town Center Master Plan, the City required, and the landowner provided, mitigation of transportation and parks, recreation and open space impacts under the State Environmental Policy Act (“SEPA”). The City also required such mitigation to be paid in advance to mitigate impacts for full build out of the Redmond Town Center Master Plan development. 3 Appellants contend that the City may not lawfully require payment of the Impact Fees because impacts of development of the property on public transportation system improvements and park, recreation, trail and open space system improvements have already been mitigated under SEPA in satisfaction of conditions of approval of the Redmond Town 1 Ex. A-52, p. 1182; Application for Appeal, Attachment I to this Appellant’s Post-Hearing Brief. [per email from Clerk, we are to attach the Application for Appeal (with exhibits) to this brief to get it made a part of the master record] 2 Ex. C-39, p. 4743 3 Ex. A-6, p. 0242-028 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 3 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax Center Master Plan development of which the Project is a part. Appellants request the full amount of the Impact Fees be refunded. III. ARGUMENT A. The Project Is Exempt from Payment of Impact Fees for Transportation and Park Impacts Under RCW 82.02.100 and RMC 3.10.060. One of the primary purposes of the statute authorizing impact fees for cities subject to the Growth Management Act is “[t]o ensure that impact fees are imposed through established procedures and criteria so that specific developments do not pay arbitrary or duplicative fees for the same impact.” RCW 82.02.050(1)(c). This legislative intent is reflected in RCW 82.02.100(1), which exempts payment of such duplicative fees for the same impact: A person required to pay a fee pursuant to RCW 43.21C.060 for system improvements shall not be required to pay an impact fee under RCW 82.02.050 through 82.02.090 for those same system improvements.” RCW 3.10.060(A)(6) contains a similar exemption: Where a fee has previously been paid for the development activity under the State Environmental Policy Act (SEPA) for all of the system improvements for which impact fees are imposed by this chapter, the development activity shall be exempt from the payment of all impact fees pursuant to RCW 82.02.100. Where a fee previously paid for the development activity under SEPA does not cover all system improvements for which an impact fee is imposed under this chapter, an impact fee credit shall be given to ensure that the City is not collecting both SEPA and impact fees for the same system improvements. The facts of this case fall squarely within the prohibition in RCW 82.02.100(1) and RMC 3.10.060(A)(6) on payment of arbitrary and duplicative fees for the same impact. As a condition of approval of the phased, mixed use Redmond Town Center Master Plan, the City required extensive mitigation under SEPA for transportation, park, recreation and open space impacts from full build-out of the Redmond Town Center property and required that such SEPA mitigation be provided and paid for in advance of development. The Project is part of the Redmond Town Center Master Plan and its transportation and park impacts are covered and addressed by the SEPA mitigation imposed and paid in advance for full build-out of the ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 4 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax Redmond Town Center, yet the City has imposed impact fees of more than two million dollars for the same transportation and park impacts. Requiring payment of duplicative fees for the same impacts violates RCW 82.02.100(1) and RMC 3.10.060(A)(6). 1. The Project is part of the Redmond Town Center and its transportation and park impacts are adequately addressed and covered by the SEPA mitigation provided in advance of development impacts for full build-out for the Redmond Town Center. The Impact Fees imposed on the Project are to mitigate impacts to transportation and park system improvements. Yet these same impacts are adequately addressed by the SEPA mitigation for the Redmond Town Center Master Plan, of which the Project is a part. Requiring payment of duplicative fees for the same impacts constitutes double-dipping in violation of RCW 82.02.100(1) and RMC 3.10.060(A)(6). The SEPA environmental documents supporting approval of the 1996 Redmond Town Center Master Plan describe it as follows: The proposed actions are intended to ultimately result in development of a 119-acre site with a 1.375 million-square-foot (GLA) mixed-use center. The mixed-use center is zoned for retail, office, hotel, residential and entertainment components. The project would be developed in phases. Phase I, planned to open Fall 1996, would contain approximately 545,000 square feet (GLA) of retail, entertainment, restaurant and office uses. Subsequent phases – which could include corporate offices, hotel, housing or additional retail uses – would be developed to respond to market conditions.4 They also identify and evaluate two impacts as likely to be caused by full build-out of the Redmond Town Center property: transportation facilities and (ii) parks, open space and recreation facilities. Mitigation under SEPA for these impacts was extensive. For impacts to transportation facilities, the SEPA mitigation consisted of the following: • Design and construct at the owner’s cost, and convey to the City for public use, completed public transportation system improvements included in the City’s Transportation Improvement Program (“TIP”) at a cost identified in the TIP of 4 Ex. A-13, p. 2524. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 5 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax $14,400,0005 The Planning Commission recommendation to the City Council for approval of the 1995 proposal identified the costs of off-site transportation improvements as $16,519,000, comprised of $7,416,000 for improvements, a $1,247,000 payment to a local improvement district, and $7,857,000 for value of land dedicated for right-of-way.6 • Pay fees to the City of Redmond for transportation system improvements in the amount of $229,277.00.7 • Pay fees to the Washington State Department of Transportation in the amount of $136,675. 8 For impacts to park, open space and recreation facilities, the SEPA mitigation consisted of the following: • Grant easements to the City allowing perpetual public use of 44 acres of the owner’s land valued at $7,927,900 in 1999 for public park, recreation, trail and open space uses.9 • Dedicate portions of the owner’s land for public pedestrian, equestrian and bicycle trails, streets and other public transportation system improvements. 10 With few exceptions, this SEPA mitigation was required to be provided prior to occupancy of the first phase of development of Redmond Town Center.11 It also was intended to address the transportation and park, open space and recreation impacts of full build-out of Redmond Town Center, which includes the Project site.12 That it adequately did so and continues to do so is borne out by the SEPA review for the 1996 adoption of the Redmond Town Center Master Plan and subsequent amendments and phases since then. 5 Ex. A-29, p. 0927-0929; Ex. A-30, p. 0931-0939. 6 Ex. A-25, p. 0853. 7 Ex. A-29, p. 0927-0929; Ex. A-30, p. 0931-0939. 8 Ex. A-28, p. 0907-0925. 9 Ex. A-23, p. 0789-0830; Testimony of Roberta Lewandowsky, Tr. 2-26-18, p. 89-94. 10 Ex. A-6, p. 0242-028; Testimony of Roberta Lewandowsky, Tr. 2-26-18, p. 89-92. 11 Ex. A-6, p. 0242-028; Testimony of Roberta Lewandowsky, Tr. 2/26/18, p. 89-92. 12 Ordinance 1841, Ex. A-4, p. 0187; Ex. A-6, p. 0242. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 6 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax For the 1996 Redmond Town Center Master Plan, the traffic impact analysis in the EIS Addendum estimated generation of 2,363 p.m. peak hour trips from development of 1.375 million square feet of gross leasable area of commercial uses.13 The transportation system mitigation was imposed by the City under SEPA to mitigate the off-site impacts associated with these trips. Most of the system improvements were on the Transportation Facilities Plan (“TFP”).14 The mitigation was intended to cover the full build-out of Redmond Town Center up to 2,363 p.m. peak hour trips, including analysis of development of Parcel 5, the parcel on which the Project will be built.15 It was also deemed adequate to mitigate the transportation impacts of the Redmond Town Center development. According to Mr. Haynie, the transportation engineer who prepared the traffic impact analysis for the Redmond Town Center Master Plan, the transportation mitigation was more than adequate since it was based on conservative estimates and has held up to scrutiny 22 years later.16 So also is the SEPA mitigation for impacts to parks, open space and recreation. The same holds true for subsequent amendments to the Redmond Town Center Master Plan in 1997 and 2001, each of which were also accompanied by SEPA review.17 The 1997 amendment lifted the cap on commercial development for Redmond Town Center from 1.375 million feet to 1.49 million square feet of gross leasable area, and the 2001 amendment lifted the commercial cap from 1.49 million square feet to 1.8 million square feet of gross leasable area with the use of TDRs and/or the Green Building Program.18 The 1997 amendment also included a revision to City development standards for the Redmond Town Center Master Plan that would establish a residential height limit range for residential uses. As a condition of approving the 1997 amendment to the Redmond Town Center Master Plan, the City Council required that a conservation easement be imposed on property adjacent to Redmond Town Center as additional mitigation of impacts of the increase in development 13 Ex. A-12 14 Tr. 2/26/18, p. 187 (Testimony of Jeff Haynie). 15 Tr. 2/26/18, p. 188 (Testimony of Jeff Haynie). 16 Tr. 2/26/18, p. 204. 17 Ex. A-13, p. 0515-0538; Ex. A-14, p. 0540. 18 Ex. A-13, A-14 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 7 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax activity.19 In support of the 1997 amendment, the City Council also concluded that “t]hrough technical studies and environmental review, the applicant has demonstrated that there are adequate public facilities and services to accommodate the proposed increase to 1.49 million square feet of GLA on the Town Center property.”20 The City Council also concluded that “traffic impacts have been shown to be mitigated,” a conclusion supported by a traffic impact analysis that showed that transportation impacts associated with the increase to 1.49 million square feet were very comparable to the estimated trips for the original development of 1.375 million square feet—only four more trips.21 SEPA review for the 2001 Amendment also confirmed that, even for an increase in the commercial cap to 1.8 million square feet, the SEPA mitigation for the Redmond Town Center remains adequate. In fact, the traffic impact analysis for the 2001 Amendment demonstrates that, even taking into account a larger commercial component plus a residential component (the traffic impact analysis included analysis of up to 500 residential units on portions of Parcel 5 and “it would still be expected to have less traffic associated with this site than what was mitigated for”—approximately 320 fewer trips than the estimated trips on which the SEPA transportation mitigation was based.22 For the most recent phase of the Redmond Town Center—the mixed use, residential Project which was required to pay impact fees for transportation and park impacts—a traffic impact analysis in 2016 supporting a DNS for the Project found that the estimated trip generation is 127 p.m. peak hour trips, which would leave 267 remaining entitled trips to accommodate future development.23 A subsequent follow up traffic impact analysis in 2017 conducted to see how the counts compared to the actuals, showed that the trips were well below the entitled trips that were fully mitigated—692 trips below.24 In response to a question at the hearing, 19 Ex. A-42, p. 1070. 20 Ex. A-42, p. 1080. 21 Tr. 2/26/18, p. 190-191 (Testimony of Jeff Haynie. 22 Tr. 2/26/18, p. 195-197 (Testimony of Jeff Haynie); Ex. A-14, p. 0539-0576. 23 Ex. 43, p. 1084-1085. 24 Ex. 44, p. 1098-1104. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 8 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax Mr. Haynie, the transportation engineer who conducted the traffic impact analysis for the Redmond Town Center Master Plan approvals, amendments and phases, answered as follows: Q. So here, we have no change in vehicle trips generated by the Redmond Town Center, including the apartments project. If the City imposes impact fees for the same of number of trips mitigated by SEPA, isn’t this a windfall for the City? A. I’d certainly—it seems like it would be double— overcharging, certainly.25 Based on the environmental review supporting adoption of the 1996 Redmond Town Center Master Plan and subsequent phases and amendments since then, it is evident that the SEPA mitigation has proven to be more than adequate to mitigate the transportation and park impacts of full build-out of the Redmond Town Center. And because the Redmond Town Center was required to provide and pay for this mitigation upfront for impacts from full build out of the Redmond Town Center development, and did in fact do so, it should not be required to pay again to mitigate these same impacts, especially where, as here, the Project does not create new or additional impacts to transportation or parks and open space that were not adequately addressed and mitigated under SEPA. Yet this is precisely what the City is doing by requiring a Project that is part of the Redmond Town Center to pay Impact Fees for these very same impacts. As Mr. Haynie testified, and the facts and law fully support, imposing impact fees for the same number of trips mitigated by SEPA, as the City has imposed on the Project, is “double charging.” This is precisely what RCW 82.02.100(1) and RMC 3.10.060(A)(6) forbid. Thus, since the Project is part of the Redmond Town Center, and its transportation and park impacts are adequately addressed and covered by the SEPA mitigation provided in advance of development impacts for full build-out for the Redmond Town Center, the Project should be exempt from imposition of Impact Fees for these very same impacts. Any other result would result in forcing Appellants to pay twice for the same impacts. The City does not disagree that the SEPA mitigation adequately addresses transportation and park impacts for full build out of Redmond Town Center. Instead, it claims that the Project 25 Tr. 2/26/18, p. 205 (Testimony of Jeff Haynie). ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 9 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax is not entitled to the benefit of the SEPA mitigation for the Redmond Town Center because residential use was not part of Redmond Town Center or its review and mitigation under SEPA, the Project is not part of or a phase of the Redmond Town Center, which the City alleges is built-out; and with respect to transportation mitigation, the traffic mitigation agreement expired in 2010. None of these claims are supported by evidence in the record. a. Residential use was part of the Redmond Town Center Master Plan and its review and mitigation under SEPA. The City argues that, even though SEPA mitigation of impacts on transportation and parks facilities was imposed as a condition of approval of Redmond Town Center in 1996, it is entitled to collect impact fees for the Project because residential development was not a part of the Redmond Town Center Master Plan or its review and mitigation under SEPA. This argument is not supported by evidence in the record. As the evidence demonstrates, from the very beginning, residential use was included in the mix of land uses the City took into account when it required mitigation of development impacts under SEPA. For example, in the 1995 EIS Addendum, while acknowledging that housing was not proposed to be constructed in the first phase of the Redmond Town Center Master Plan, the City anticipated residential development as a part of future development phases.26 Further, the EIS Addendum evaluated the impacts of residential development, and discussed City residential development standards as applicable to the proposed development. In particular, Parcel 5, the site of the Project, was designated as a site for a future housing development.27 SEPA review for subsequent phases and amendments to the Redmond Town Center also addressed potential residential use. In particular, environmental review of the 1997 amendment to the Redmond Town Center Master Plan to increase the commercial cap on development from 1.375 to 1.4 million square feet analyzed standards that would establish a residential height limit range for residential uses, and a 2001 amendment to the Redmond Town Center Master Plan to 26 Ex. C-19, p. 2524. 27 Tr. 2/26/18, p. 60-62 (Testimony of Roberta Lewandowski). ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 10 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax increase the commercial cap on development from 1.4 to 1.8 million square feet analyzed the environmental impacts of up to 500 units of housing on a portion of Parcel 5, the site of the Project.28 Clearly, residential use was an anticipated use and included in the mix of land uses the City took into account when it required mitigation of development impacts under SEPA. b. The Project is part of and a phase of the Redmond Town Center, which has not reached full build-out. As supported by the evidence and testimony at the hearing, the Project is part of the Redmond Town Center Master Plan development and its environmental impacts were addressed in the SEPA review for the Redmond Town Center. In response, the City contends that the Project is not part of the Redmond Town Center Master Plan, which is built out as to allowable square footage, and thus the impacts of the Project were not included in the SEPA review for the Redmond Town Center. No evidence supports this claim. In the first place, the Project is part of the Redmond Town Center and a phase of residential development, the first for the Redmond Town Center. Its site on Parcel 5 has long been considered a potential site for housing, and in the 2001 amendment to the Redmond Town Center Master Plan, residential use of the site is addressed and analyzed in the environmental review under SEPA, including the traffic impact analysis. The Project also is required to comply with the Redmond Town Center Master Plan and Design Guidelines and is subject to the annual traffic control plan during the holiday season, as required by the Traffic Mitigation Agreement.29 In addition, the Redmond Town Center has not reached full build-out. As the City correctly pointed out, the originally approved limit in 1996 on commercial development was 1.375 million square feet, which was increased to 1.49 million square feet in 1998 and then again to its current limit of 1.8 million square feet in 2001. What the City failed to mention is that these limits were for commercial uses, not residential, and that each of these City Council amendments to the Redmond Town Center was accompanied by additional SEPA review, which for transportation impacts resulted in no additional mitigation under SEPA because it showed no 28 Ex. A-14 29 Ex. A-51, A-64; p. 1169 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 11 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax increase in impacts from vehicle trips generated by the Redmond Town Center , and which for parks and open space impacts resulted in the City Council imposing additional park and open space mitigation for the 1998 amendment. In any event, even if 1.8 million square feet is considered build-out of the Redmond Town Center Master Plan development, it has not yet reached build out, even counting the square footage of the Project.30 And as for any change in the maximum number of vehicle trips generated by the Redmond Town Center, which was the basis for the SEPA mitigation and is a better indicator of build out of the Redmond Town Center Master Plan, the evidence demonstrates the additional trips generated by the Project will not exceed the entitled vehicle trips for full build-out of the Redmond Town Center.31 The Project is part of and a phase of Redmond Town Center, which has not reached full build-out c. Appellants’ entitlement to a refund of transportation impact fees is not affected by the Traffic Mitigation Agreement. The City contends that the Traffic Mitigation Agreement (“Agreement”) expired and that the Project must pay all appropriate impact fees for transportation. Neither claim is supportable. In the first place, there is no language or terms in the Agreement that even remotely suggest that the Agreement expired in 2010 or at any other time. Nor is there a termination clause in the Agreement that supports a claim that the Agreement has terminated. If anything, paragraph 7 of the Agreement at page 3 confirms that the Agreement is perpetual by including a term that the “obligations of TCA stated herein shall constitute covenants running with the TCA Property for the benefit of the City…” and that “[s]uch obligations shall be binding upon TCA and its successors and assigns.”32 Thus, the Agreement remains in effect. The second claim is equally unavailing. Nowhere does the Agreement provide that the parties acknowledge that the City will not recognize fulfillment of the listed requirements as satisfying required mitigation for any build out after 2010 or that the Project must pay all 30 Testimony of Courtney Klein, Tr. at 21, lines 5-10 31 Testimony of Jeff Haynie 32 Ex. A-28, p. 909. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 12 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax appropriate impact fees. Instead, the third recital on page 1 of the Agreement acknowledges that SEPA was used to identify transportation system improvements that can be made to mitigate the impacts of the Redmond Town Center, and the third recital on page 1 confirms that the transportation system mitigation requirements were imposed by the City to mitigate impacts associated with full build out of Redmond Town Center. Thus, if anything, these recitals confirm the parties’ intent that the transportation mitigation was intended to fully mitigate transportation impacts from full build out of the Redmond Town Center development, which in the Agreement is based on 1.375 million square feet of gross leasable area for commercial uses generating 2,363 p.m. peak hour trips. Of importance, even with the Project, the Redmond Town Center has not reached full build out, even including development of the Project, since the 1.375 million square foot limit was raised to 1.8 million square feet in 2001, the limit is on commercial uses and thus does not apply to the Project, which is for residential use, and the a.m. trips generated by development of the Redmond Town Center, including those generated by the Project, are well below the entitled 2,363 entitled trips for build-out. Further, the language in the fourth recital on page 2—that “[i]t is also intended that fulfillment by TCA of the requirements of this Agreement shall constitute complete satisfaction of all City requirements upon Redmond Town Center, including all future phases of Redmond Town Center through the year 2010 consistent with the Redmond Town Center Plan and approval for File No. 95-014, insofar as such requirements are related to mitigation of impacts upon transportation facilities”—does not mean that the Project is not entitled to an exemption under RCW 82.02.100(1) and RCW 82.02.060(1)(a) if it can demonstrate that there are no new or additional traffic impacts that were not addressed and mitigated under SEPA for development of the Redmond Town Center. In this case there were not, which is demonstrated by the p.m. peak hour trips generated by the Project, which are well within the entitled trip limit for which mitigation was imposed for the Redmond Town Center. Appellants’ entitlement to a refund of transportation impact fees is not affected by the Traffic Mitigation Agreement. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 13 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax 2. RCW 82.02.100(1) and RMC 3.10.060 prohibit imposition of Impact Fees to fund system improvements when the impact of the development on the same type of system improvements has been mitigated under SEPA. Appellants’ principal claim in this appeal is that RCW 82.02.100(1) and RMC 3.10.060 prohibit the City from requiring payment of a transportation and park impact fee as a condition of issuing a building permit for the Project because the impacts of development of Redmond Town Center on City transportation facilities and on park facilities have already been fully mitigated through SEPA. This claim of duplicative payments for the same impacts is supported by evidence in the record. In fact, the City does not dispute that it required payment of both SEPA Mitigation and Impact Fees to address development impacts on transportation and park system improvements from development of the Redmond Town Center. What the City does dispute, however, is that such duplicative payments for the same impacts violate RCW 82.02.100(1) and RMC 3.10.060(A)(6), which prohibit the City from requiring SEPA mitigation and an impact fee for the “same system improvements.” According to the City, the term “same system improvements” should be interpreted to mean the same capital facilities in the capital facilities plan at the same time. Thus, as stated by the City Attorney: [T]he improvements constructed by Town Center do not qualify as system improvements because they are not included in the City’s capital facilities plan at the time the impact fees are being imposed today and have not been included in the City’s capital facilities plan since they were constructed many years ago.33 Under the City’s interpretation, even though the Appellants paid in advance to mitigate impacts to transportation facilities and parks, open space and recreation facilities for full build- out of the Redmond Town Center, the moment such facilities are completed and taken off the capital facilities plans, under the City’s interpretation of RCW 82.02.100(1) and RMC 3.10.060(A)(6), the City can then impose impact fees to mitigate the same impacts. The City’s interpretation would penalize Appellants for paying in advance for SEPA mitigation for 33 Letter decision of Mr. Haney, Attachment C to the Appeal Statement Form, attached hereto. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 14 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax full build out of all phases of the Redmond Town Center, because if the Appellants had not been required to do so, but instead to address mitigation of impacts for each phase of development, Appellants would only have been required to mitigate impacts to transportation and park facilities for the current phase of development or pay impact fees for such facilities. The Appellants would not have been required to pay both consistent with RCW 82.02.100(1) and RMC 3.10.060(A)(6). Yet this is precisely what the City’s interpretation of “same system improvements” allows. The City’s interpretation would also render RCW 82.02.100(2) and RMC 3.10.060(A)(6) meaningless where, as in this case, the property owner’s own actions and expenditures— constructing complete system improvements and dedicating land that constitutes the system improvements—have caused those specific system improvements to be removed from the City’s capital facilities plan. The flaw inherent in the City’s argument is that the property owner must now pay an impact fee to fund the type of public facilities that the owner already provided because the facilities are no longer on the capital facility plan—because the property owner already provided them. Thus, the City’s interpretation of “same system improvements” is inconsistent with the meaning and purpose of RCW 82.02.110(1), which is to ensure “specific developments do not pay arbitrary and duplicative fees for the same impacts.” RCW 82.02.050(1)(c). Instead, the term “same system improvements” as used in RCW 82.02.100 refers to the same type of public facilities for which impact fees may be imposed—i.e., for streets and roads, parks, open space and recreation facilities, school facilities, and fire protection. See 82.02.090 (“Public facilities” means the following capital facilities owned or operated by government entities: Public streets and roads; publicly owned parks, open space, and recreation facilities; school facilities; and fire protection). For example, the requirement under SEPA to provide mitigation of an impact on streets and roads precludes imposition of impact fees to fund the “same system improvements”—i.e. street and road facilities—but does not preclude imposition of an impact fee to fund school or fire facilities. After all, it’s the ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 15 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax duplication of the amounts paid for the same impacts to system improvements as a whole that is prohibited under RCW 82.02.100(1), not to the impacts to any one capital facility, as the City alleges. See, City of Olympia v. Drebick, 156 Wn.2d 289, 296 (2006) (“the legislature authorized local governments to calculate the fees by tying the particular development to the service area’s improvements as a whole, not to particular system improvements within the service area.”). In this case, Appellants paid full mitigation under SEPA to mitigate impacts to two types of system improvements from full build out of Redmond Town Center: to “Public streets and roads” and to “publicly owned parks, open space, and recreational facilities,” two of the four types of system improvements for which the City can impose impact fees. RCW 82.02.090(7), Thus, consistent with RCW 82.02.100(1), the City should be prohibited from imposing impact fees to fund improvements to these same types of system improvements for which mitigation was provided under SEPA. Any other interpretation would lead to arbitrary and duplicative payments for the same impacts. This does not mean, nor are we arguing, that the exemption should apply to new or additional impacts of a development. In this case, however, there are no new or additional impacts to transportation or parks and open space that were not adequately addressed and mitigated under SEPA. Thus, in this case, the impact fees violate RCW 82.02.100 because they require Appellants to make duplicate payments for the same impacts. Finally, the City’s interpretation of “same system improvements” is not only inconsistent with RCW 82.02.100(1), it is also consistent with how the City has interpreted and applied its own laws implementing RCW 82.02.100(1). For example, when the City first adopted its impact fee ordinance in 1996 to implement its GMA impact fee authority under RCW 82.02.050-.090, it made clear that the exemption on payment of impact fees and SEPA mitigation for the same system improvement under RCW 82.02.100 applied to types of system improvements, not specific public facilities. See CDG.20C.110.050(5) be exempt for a fee from any of the system types, a development activity shall have mitigated its system improvement impacts for that system type”). While this provision was revised and recodified by RMC 3.10.060, in the ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 16 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax current provision implementing RCW 82.02.100, there is nothing to suggest that the recodification constitutes a change in the City’s interpretation of RCW 82.02.100, especially since there has been no change in RCW 82.02.100(1) since first enacted. The City’s current interpretation of RCW 82.02.100(1) is also inconsistent with its application to other phased developments—in particular, the Esterra Park development, in which the City has taken the opposite position for a similar master planned development, by exempting all phases of the development from park impact fees because the owner was required to provide land and improvements for park and trail use as mitigation under SEPA. In the strikingly similar context of Esterra Park, the City Council expressly recognized that all future phases of that development are exempt from park impact fees because the property owner was required under SEPA to set aside and improve land for public use as a park and a trail. Esterra Park, like Redmond Town Center, is a large master planned mixed-use development project (formerly known as the Group Health site and Overlake Village). As in the case of Redmond Town Center, the Esterra Park master plan provides for development pursuant to a master plan in phases over time.34 Esterra Park also has a comparable maximum commercial build-out of 1.385 million square feet of gross leasable area, plus a residential overlay. Both developments have been required to provide significant mitigation of their impacts on public park, recreation, open space and trail facilities. In each case the public recreation, open space and trail areas are required to be set aside for public use in perpetuity pursuant to recorded public easement agreements. Redmond Town Center was required to provide 44 acres of land valued at $7,927,900 in 1999 for public open space improved with over a mile of public trails, and to develop and maintain approximately ten acres of public plazas, walkways and other developed open space—all prior to occupying the first phase of its development. Esterra Park was required to provide land for a 2.67 acre park and trail improvements, and construct park improvements at a cost not to exceed $2.4 million dollars—all “commensurate with progress on development of the adjacent parcels”. 34 Ex. A.2, p. 2881 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 17 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax However, unlike in this case, the City specifically concluded in the Esterra Park development agreement that the park and trail facilities provided as part of that project “constitute complete mitigation of direct impacts on public park and recreation facilities that will result from full development of the Project, and that, as provided in RCW 82.02.100, RMC 3.10.060 and RMC 3.10.080 development of the Project, including construction of any and all buildings on any and all development parcels within the Property, shall be exempt from payment of all park impact fees otherwise due under RMC 3.10.” Thus, the City has acknowledged in the Esterra Park development agreement that Washington State law and the Redmond Municipal Code require that all phases of development of Esterra Park be exempt from the impact fee. The City is thus clearly taking an inconsistent and indefensible position in asserting the right to require the Project to pay the Impact Fees in this case. The City’s inconsistent interpretation and application of these laws in this matter should not be given any deference and should be rejected. B. The Impact Fees Should Be Eliminated Based on Unusual Circumstances. Pursuant to RMC 3.10.130(B), the Administrator may adjust the required impact fees to ameliorate the unfairness of the fee if the person required to pay the fee demonstrates that unusual circumstances make the standard impact fee applied to the development unfair or unjust. In this case, the Administrator should exercise its discretion to eliminate the traffic and park impact fees because of unusual circumstances that make imposition of the fees unfair and unjust. These circumstances include the following: • The size, scope and uniqueness of the Redmond Town Center; • Its importance to the City; • Its development over time; • The substantial mitigation provided for transportation and park impacts; • The requirement to provide mitigation up front as mitigation for full build-out, which has not yet been reached; and ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 18 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax • The fact that the mitigation paid continues to adequately address impacts, including for the Project. Additional factors supporting elimination of the impact fees for transportation and parks include the payment of duplicative fees for the same impact and lack of fairness and proportionality in imposing such fees. The Redmond Town Center was required to pay substantial mitigation for transportation impacts and park, open space and recreation impacts under SEPA for full build-out of the Redmond Town Center. Since the Town Center has not yet reached full build-out, it is unfair not to honor the mitigation paid in advance by Appellants for the impacts of full build-out of the Redmond Town Center. C. Redmond Town Center Is Entitled to an Impact Fee Credit. Redmond Town Center requests a credit to the impact fees imposed on the RTC Apartments pursuant to RCW 82.02.060(4) and RMC 3.10.130. In this case, such a credit is warranted given that the value of land devoted to public open space as identified on the Capital Facilities element of the City Parks and Recreation Plan, and for the cost of improvements required to be constructed in public open space and the cost of required transportation improvements are far in excess of the amount of transportation and park impact fees imposed on the Project. The City first contends that no credits are allowed since the City did not condition approval of the Project upon construction of any improvements. However, the basis for Redmond Town Center’s request for credits is based on its construction of off-site transportation improvements and conveyance of land for parks. Thus, the Project and not Redmond Town Center is entitled to any impact fee credit for such improvements, which were a condition of approval of the Master Plan, of which Project is a part. The City next contends that even if a credit would be available under these provisions, the credit was already allocated to the original developer. This is irrelevant to the Project’s entitlement to a credit for the Redmond Town Center’s construction of improvements. For this credit, the total amount of mitigation provided by Redmond Town Center, in whatever ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 19 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax proportion allocated for the value of impact fees, construction of improvements, or conveyance of open space, is the relevant value in determining the amount of the credit due the Project. Because the cost of such improvements is far in excess of the amount of transportation and park impact fees imposed on the Project, the Project is entitled to a credit against its payment of impact fees. D. Requiring Payment of Impact Fees to Address the Same Project Impacts Mitigation under SEPA, Violates RCW 82.02.020 and Constitutes a Taking. In order to avoid the prohibition in RCW 82.02.020 on a city’s imposition of any “tax, fee or charge, either direct or indirect,” on development activities, the impact fees at issue in this appeal must satisfy one of the statute’s enumerated exceptions. In this case they do not. Imposing duplicative fees to address the same impacts does not meet any of the statute’s exceptions. See RCW 82.02.050-.090 and RCW 82.02.100. Nor does it satisfy the proportionality standards of RCW 82.02.020 or the nexus and rough proportionality standards for unconstitutional takings. See RCW 82.02.020 (Any dedication of land or fee in lieu of dedication must be “reasonably necessary as a direct result of the proposed development.”); see, also, Koontz v. St. Johns River Water Management District, 570 U.S. 595; 133 S. Ct. 2586 (2013) (monetary exactions imposed as conditions of development approval must also satisfy the nexus and rough proportionality requirements established by the Court’s holdings in Nollan v. California Coastal Commission, 483 U.S. 825 (1987) and Dolan v. City of Tigard, 512 U.S. 374 (1994)). Imposition of the impact fees subject to the appeal violates RCW 82.02.020 and constitutes a taking under the state and federal constitutions. IV. CONCLUSION For the reasons set forth herein and as established by the evidence at the hearing, Appellants’ appeal should be granted and the City should be required to refund the impact fees paid for open space and transportation impacts. ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 20 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax Dated this 28th day of March, 2018. Davis Wright Tremaine LLP Attorneys for Appellants By Larry C. Martin, WSBA #8499 Charles E. Maduell, WSBA #15491 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 APPELLANTS’ POST-HEARING BRIEF - 21 4828-7549-6799v.5 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax CERTIFICATE OF SERVICE I hereby certify that I caused the document to which this certificate is attached to be delivered to the following as indicated: Cheryl D. Xanthos, CMC Deputy City Clerk City of Redmond MS 3NFN 15670 NE 85th St. Redmond, WA 98052 (425) 556-2191 Messenger Via Electronic Filing Federal Express Facsimile Email  [EMAIL REDACTED] DATED and signed this 28th day of March, 2018 at Bellevue, Washington. Susan Bright ---PAGE BREAK--- ATTACHMENT 1 ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ATTACHMENT 2 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ADDENDUM TO APPLICATION FOR APPEAL - 1 4823-7356-2459v.1 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax BEFORE THE HEARING EXAMINER FOR THE CITY OF REDMOND In the Matter of the Appeal of RTC 74th Street Property LLC Of the November 17, 2017 Approval of BLDG- 2016-09558 related to the Redmond Town Center Apartments project in Redmond, WA No. Redmond Town Center Apartments Impact Fees Appeal ADDENDUM TO APPLICATION FOR APPEAL The Appellants RTC 74th Street Property LLC, G&I VII Redmond Town Center, G&I VII Redmond Retail LLC and G&I VII Redmond Development LLC (“Appellants”) submit the following information in order to correct inadvertent errors in Appellants’ Application for Appeal: On Attachment A to Appellants’ Application for Appeal, in Section 1 on the first page of the Attachment, the public open space land that was required by the City to be set aside and improved for use by the public as a condition of approval of Redmond Town Center is described as having been identified as “Bear Creek Open Space” in the City’s parks and open space capital facilities plan. This land was actually identified as “Town Center OS” at page 68 of the Capital Improvement Program element of the City’s Parks, Recreation and Open Space Plan 2000 (PRO Plan 2000) as shown by Appellants’ Exhibit 15. On Attachment A to Appellants’ Application for Appeal, in the last paragraph of Section 1 on the second page of the Attachment, the statement is made that no comment was ever provided by the City in response to Appellants’ request for Credits in the case of the park and ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ADDENDUM TO APPLICATION FOR APPEAL - 2 4823-7356-2459v.1 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax open space impact mitigation. This should be corrected to note that an email from Redmond Senior Planner Sarah K Pyle (Sarah Vanags) to Larry Martin (Appellants’ Exhibit 50) contains comments in response to this request. DATED this 31st day of January, 2018. Davis Wright Tremaine LLP Attorneys for Appellant By Larry C. Martin, WSBA #8499 Charles E. Maduell, WSBA #15491 ---PAGE BREAK--- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ADDENDUM TO APPLICATION FOR APPEAL - 3 4823-7356-2459v.1 0098779-000002 Davis Wright Tremaine LLP LAW OFFICES 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 [PHONE REDACTED] main · [PHONE REDACTED] fax CERTIFICATE OF SERVICE I hereby certify that I caused the document to which this certificate is attached to be delivered to the following as indicated: Daniel Kenny Ogden Murphy Wallace P.L.L.C. 901 Fifth Avenue, Suite 3500 Seattle, WA 98164 Messenger Via Electronic Filing Federal Express Facsimile Email  DATED and signed this 31st day of January, 2018 at Bellevue, Washington. ---PAGE BREAK--- ATTACHMENT 3 ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK---