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HomeMy WebLinkAboutCOW 2005-11-28 Item 3B - Public Hearing - Westfield Southcenter Mall Development with WEA Southcenter LLC & Prudential Financial �J�""`A was COUNCIL AGENDA SYN0PsIs C Initials ITEM No, d'• i s O�P Meeting Date Prepared by I Mayor's review) Council review! N' '2 November RAB t i s is iv 28,2005 A i 3 .3 1 1908 I 4- 1 ITEM INFORMATION CAS Number 05-152 Original Agenda Date November 28,2005 Agenda Item Title: Development Agreement between the City of Tukwila, WEA Southcenter LLC and Prudential Financial Inc., for the Expansion and Renovation of Westfield Southcenter Original Sponsor Council Admin.x j Timeline. Sponsor's Summary: The attached draft Development Agreement details responsibilities of the parties responsible for the expansion of Westfield Southcenter Mall Recommendations: Sponsor: Review and forward to Special Meeting for approval Committee. Administration. Cost Impact (if known). Fund Source (if known) RECORD OF COUNCIL ACTION Meeting Date Action APPENDICES Meeting Date Attachments 11/28/05 I Memo from Mayor to Council dated 11/22/05 Draft Development Agreement (plus attachments) property map and legal description Parki Derrsio otice— of- -Decision dated December 3, 2004 Board of Architectural Review Notice of Decision dated December 13, 2004 Fruritage i provemen design Utility turnover document (Bill of Sale) Transportation Cmte meeting minutes of November 14, 2005 City of Tukwila 6200 Southcenter Boulevard. Tukwila, Washington 98188 Steven M. Mullet, Mayor MEMORANDUM TO: CIty CouncIl FROM: Mayor Mullet DATE: November 22,2005 SUBJECT. Development Agreement Westfield Southcenter Mall Attached for your reVIew is a draft Development Agreement for the expanSIOn and renovatIOn of Westfield Southcenter Mall. Tills agreement IS the result of countless hours of staff tIme and, we belIeve, represents the best mterests of all parties. Staff will be aVailable at the meetmg to respond to Council questIOns. Phone: 206-433-1800 · City Hall Fax: 206-433-1833 · www.ci.tukwila.wa.us ~A' F? it\ .. ., ~ b CONTRACT#_ DEVELOPMENT AGREEMENT BETWEEN THE CITY OF TUKWILA, WEA SOUTHCENTER LLC, AND PRUDENTIAL FINANCIAL INC., FOR THE EXPANSION AND RENOV A nON OF WESTFIELD SOUTHCENTER MALL Section 1: Parties l.l This Development Agreement ("Agreement") is entered into by and between the City of Tukwila, a Washington Non-Charter Optional Municipal Code City (the "City"), Prudential Financial Inc. ("Owner"), the majority owner of the property, and WEA Southcenter LLC, a Delaware limited lIability company ("Westfield"), a lessee and developer of the property This Agreement is entered into pursuant to the authority of RCW 36.70B.l70 through .210 under which a local government may enter into a development agreement with any entity having ownership or control of real property withm its junsdictlOn. All three entities shall be known collectively as "the Parties" to this Agreement. Section 2: Recitals 2.1 Westfield South center Mall, the development sIte, is located on land wIthin the City of Tukwila, within the block bounded by Southcenter Parkway, Strander Boulevard, Andover Park West and Tukwila Parkway, excluding the Bank of America parcel in the northeast comer of the block. The site, comprismg approximately 85 acres, is shown on attached Exhibit A and a legal description is attached hereto as Exhibit B and shall be known as the Property ("Property"). 2.2 Except for a portion owned by Federated Department Stores, Inc., the Property is owned by Prudential Financial Inc. and Westfield is the lessee of the Property pursuant to a long tenn lease. 2.3 The purpose of this Agreement is to address the expansion of the mall in accordance with development agreements under Washington State law (RCW 36 70B.l60 et seq.), which authorize local governments to enter into development agreements with any entity having ownership or control of real property within a local government's jurisdiction. 2.4 The City and Westfield agree that Westfield's presence in the community provides significant economic and community benefit to the City and its residents. 2.5 Westfield would like to improve the market position of Southcenter as a regional, commercial shopping complex that offers a wide variety of merchandise options, commercIal services, entertainment and retail opportunities for consumers. To accomplIsh this goal, Westfield proposes to expand the existing Southcenter complex by approximately 787,903 square feet of gross building area ("gba"), herein after referred to as the Project ("Project"). The Page 1 of 15 t C:\DOCUME-1\iane\LOCALS- J\Temp\WESTFI-I.D04_ _ _ u_ u _ ___ _ _ ___ _ _ _ __ _ _ u __ __ u U _ _ _ _ _ u _ __ _ __ u u _____ __ u _ j " Deleted: Y:\WP\We.stfieldlDeveJopmen : t Agreement\Westfield DA 111805 Final Draft with be 112205 corrections. DOC Deleted: C:IDOCUME-I\Rhonda\LOC , ALS-1\Temp\WESTFJ-LDOC Deleted: C:\\VINDOWS\Temporary , Internet Files\ContenLIE5\C I MJ89AB\ Westfield Revised_November _15 _ 2005 _ westfieldr edlineB[ I ].doc , , " " " " '" ;, ':, Project may include retail uses, restaurants, a movie theater complex, a hotel, and parking structures that=are developed in phases. 2.6 The City reviewed the Project through an Environmental Impact Statement ("ElS") entitled Westfield Shoppingtown Southcenter Expansion dated October 6, 2004 (the "ElS Issuance Date"), prepared pursuant to the State Environmental Pohcy Act, RCW 43.2lC. 2.7 On December 3,2004, the City approved a Complementary Parking and Admimstrative Parking Vanance (the "Parking DecisiOn") subject to conditions that result in a reduction from the mlTIlmUm number of required parking spaces for the Project. A copy of the Parking Decision is attached hereto as Exhibit C. 2.8 On December 13, 2004, the Tukwila Board of Architectural Review ("BAR") granted Westfield design review approval for a site plan for 597,009 square feet of the Project (the "BAR Decision"). A copy of the Initial BAR Decision is attached hereto as Exhibit D 2.9 Westfield desires assurances that it may develop the Project in accordance with the ordinances, resolutions, codes, rules, regulations and official policies of the City governing the development and use of land existmg on the date of the EIS and subject to specific conditions of approval. Absent this Agreement, the risk and uncertainty that the City might change the rules, regulations and/or official policies applicable to development of the Project, or impose alternative conditions, potentially decreasing the size or increasing the costs of the Project, would deter and discourage Westfield for developing the Project. 2.10 The City, Westfield and Owner agree that each has entered into this Agreement knowingly and voluntarily, and agree to be bound by the tenns and conditions of this Agreement. 2.11 The Tukwila City Council held a public hearing to consider this Agreement on ,2005. 2.12 The City, Westfield and Owner agree that the foregoing recitals are material to this Agreement, and that each Party has relied on the material nature of such tenns and recitals in entering into this Agreement. Section 3: The Agreement THEREFORE, in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties acknowledge and agree as follows: 3.l Tenn. This Agreement shall commence on the Effective Date. Westfield shall have six (6) years from the Effective Date in which to apply for the building pennit(s) needed to construct the entire Proiect, unless the Parties sooner agree in writing to tenninate or extend this ' , lJ Deleted: C:\DOCUME-l\RbondalLOC ~ , ' ALS-lITemp\WESTFI-LDOC Agreement ('Tenn"). The Tenn of this Agreement shall be tolled pending any appeals of any , ',' J Deleted: C:\WINDOWS\Temporary land use pennits or approvals granted by the City necessary to complete the Project, and pending ," :,"':1 Internet any delays in receipt ~f_a_ pn_r.o_\l~l~_~r_~pp.~~)~_C!K~I1Y_~~~~~_~~_fe_4~~~}_ ag~119' _11~~~~'!ry _~o_ ~_C!~p)_~!e__: ,! I,' I FileslContentlE5lCIMJ89AB\Westfield ..:: - ,- I Revised_November_15_2005_westfie1dr- " ' edlineB[IJ.doe '" { Deleted: the , Deleted: Y.IWPIWestfieldIDevelopmen ; t Agreement\Westfield DA 111805 Final " , Draft with be 112205 coJTecnons.DOC Page 2 of IS C:\DOCUME-l\iane\LOCALS-l\Temp\WESTFI-l.DO~__u_ u _ _ - - - - - - - - ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ~ -. - - - - - -- '.. ~ __J the Project. Once Westfield submits a complete building pennit application for the Project, this Agreement shall continue until such building pennits (including any extension to the tenns thereof) expire, or until the City Issues all required certificates of occupancy, whichever occurs first. 3,2 Effective Date. This Agreement shall become effective the later of: a) the first date on which all Parties have executed thIs Agreement; or b) the date on which the CIty Council affinnatlVely moves to authorize the Mayor to execute the Agreement for the City of Tukwila. 3.3 Vested Rights. The provisions of the Tukwila Municipal Code ("TMC"), excluding building and fire codes pursuant to TMC Chapter l6, in effect on the ElS Issuance Date shall apply to the Project, except as otherwise provided in this Agreement or by state or federally mandated laws preempting the City's authority to vest regulations for the Project. In addition, pursuant to RCW 36.70B.l70(4) (Development Agreements - Authorized), the City reserves authonty to impose new or different officially adopted regulations of general applicability; but only If, and to the extent required by a serious threat to publIc health and safety as detennined by the City Council, and only after notice and an opportunity to be heard has been provided to Westfield. The Project shall not be subject to any development moratoria the City may adopt subsequent to the date of this Agreement unless necessItated by a serious threat to the public health, safety and welfare. Section 4: Interrelationship Between Development Agreement and Other Approvals and Applications 4 1 Binding Nature: Conflict. Westfield and Owner shall be bound by this Agreement. The tenns and conditions of this Agreement shall apply to the Project, provided that, should an irreconcilable conflict arise between a tenn or condition in this Agreement and a tenn or condition in the BAR Decision or Parking Decision, or a modification to the BAR Decision or to the Parking Decision, the more restrictive of said tenns shall be applied to the Project. 4.2 Prior Approvals. Westfield has received a BAR Decision on design issues and a Parking Decision on parking issues. Westfield shall comply with the conditions of the BAR Decision and Parking Decision or seek modifications thereto. The Parties also agree that design review approval is reqUIred for the remamder of the Project not included in the BAR Decision. The Parties agree that any modification to the approved design, any modification to the Parking Decision, and any addItional design review approval required for the remainder of the Project shall not require an amendment to this Agreement so long as it does not increase the Project's gba. As part of reviewing any proposed modifications to the approved design, any modification to the Parking Decision, and any future design review for the remainder of the Project, the City shall not impose conditions on the Project inconsistent with any provision of this Agreement. 4.3 SEP A Compliance. The Parties acknowledge that the EIS fully and completely evaluated the environmental impacts for development of the Project and that further SEPA review may only be required if the criteria set forth in WAC ~l97-11-600(3)(b) (part Six - Using Environmental Documents, SEP A Rules) are triggered. Page3 of 15 C:\DOCUME-l\iane\LOCALS- 1\Temp\ WESTFH .DO~ u _ mm ~ ~ ~ - - - - - - - - - - - - - - - - - - - - -- - - -- - --- Deleted: Y:\WP\Westfield\Developmen :. t Agreement\Westfield DA 111805 Final : Draft with be 112205 corrections.DOC : Deleted: C:\DOCUME-I\Rhonda\LOC ,: " ALS-1\Temp\WESTFl-\.DOC ! " li Deleted: C:\WINDOWS\Temporary !,' , Internet ;. ,,' [I Files\ContentlE5\CIMJ89AB\Westlield_ Revised November 15 2005 westfieldr , " edlineB[l ].doc - - - > ---1' 4 4 Future Building Pennits. The Parties acknowledge that the Project will require building pennits and that conditions may be imposed on such building pennits based upon applicable building and fire codes. Section 5: Transportation 5 1 Transportation Concurrency. The PartIes evaluated the Project for transportatIOn concurrency as part of the EIS. It was concluded that the Project meets City level of service standards and therefore is compliant. The Parties agree that Westfield shall not be required to construct or fund any transportation improvements to establIsh transportation concurrency Further, the Parties agree that the City shall not require any additional transportation analysis as part of any future City pennitting for the Project. 5.2 Transportation Impact Fees. a, The Parties have completed the \technical analysis to detennine the transportation impact fees due to mitigate the transportation impacts of the Project pursuant to TMC 9.48 150 (Transportation Concurrency Standards and Impact Fees). Based on that analysis, the Parties agree to the following transportation impact fee schedule for the Project: Project # Link or Intersection Impact Fee Due 96-RWl8 Southcenter Parkway & l6811l $l5,200 93-RWll West Valley & Strander $43,l20 89-RW13 Interurban Bndge $19,920 84-RW07 Minkler (Andover Park West to Southcenter $0 Parkway) 88-RW04 Andover Park West (Tukwila Parkway to $27l,l50 Strander Blvd) 03-RW05 Andover Park East & Minkler $25,960 84-RW03 Southcenter Parkway (l80th to South City $l6,470 Limits) 02..RW04 Southcenter Blvd. (51 st to Tukwila $184,000 International Blvd.) 89-RW05 East Marginal (BAR to 1 12th) $0 84-RW19 Tukwila Urban AccessIKlickitat Improvements (Southcenter Parkway to 1..5) $504,l20 Total Transportation Impact Fees for the Proiect $1,079,940 No additional transportation analysis and no additional transportation concurrency certificates shall be reqUIred for Westfield to construct the entire Project. b. These Transportation Impact Fees are based upon the trips generated from development of 787,903 square feet of gba, which is full buildout of the Project. Westfield shall only pay the proportion of Transportation Impact Fees owing prior to issuance of building pennits for the Project based upon the proportional trips generated from the square footage of Page 4 of 15 fo" C:\DOCUME-1\iane\LOCALS-J\TempWlESTFI-I.DO~__u __uu__u______u ______uu u_ _ ________._____u UUh} fl Deleted: Y:\WP\WestfleldIDeveloprnen : t Agreement\Westfleld DA 111805 Final , i Draft with Ix: 112205 corrections. DOC , j Deleted: C:IDOCUME-I\Rbonda\LOC , ,i ALS-I\Temp\WESTFI-LDOC , , . Deleted: C:\WINDOWS\Temporary 'o' Internet Files\Content IE5\C I MJ89ABI Westfield Revised No,'ember 15 2005 westfieldr- :,,' I edlineBf) ].doc - - - development proposed in such building permits as compared to the trips generated from full buildout. 5.3 Tukwila Urban AccessIKhckitat Improvement Proiect. The City has begun design of the Tukwila Urban AccessIKlickitat Improvement project, Project 84-RW19 (the "Klickitat Project"). The Parties agree that the design wiII include as a design alternative a new vehicular ingress only "slip ramp" that wiII provide access by northbound traffic north of Strander Boulevard down mto the Property and pedestrian access via a separated pedestrian walkway from Southcenter Parkway (the "Slip Ramp"), and a retaming wall as necessary to support the Southcenter Parkway improvements for Phase 1 (the "Klickitat Wall"). If the Sears Tire Store is built pnor to the constructIOn of the Klickitat Project, Westfield 'shall build a retammg wall for the TBA pad (the "TBA Wall") and submit documentatIOn to the City that confirms the cost of the TBA Wall (the "TBA Wall Costs"). In the event that the City uses the TBA Wall as a portion of the Klickitat Project or removes the TBA Wall, Westfield shall be compensated by the CIty for the TBA Wall Costs as follows: (a) in cash at completion of the Klickitat Project; (b) in the form of a credit in the amount of the TBA Wall Costs against any LID assessment for the Klickitat Project; or (c) a combination of (a) and (b) that fully compensates Westfield. If the TBA Wall is removed in whole or in part by the construction of the Slip Ramp, no compensation shall be due from the City. If the Slip Ramp design alternative is chosen by Westfield to be included in their final project, Westfield shall reimburse the City for all construction costs associated with the construction of the slip ramp and separated pedestrian walkway, but not for costs associated \vith the Klickitat Wall. 5.4 Transportation Improvement Proiect Credit. Westfield and/or Owner shall dedicate the right-of-way necessary for the Klickitat Project, including the Slip Ramp, if Westfield agrees to fund these improvements. Westfield has received a credit against the Traffic Impact Fees for the dedication of right of way. The Parties agree that such dedicated right of way shall not include any parking lot or circulation driveways in the Project. 5.5 No Protest LID Agreement. Prior to issuance of the first building permit, Westfield and Owner shall execute individual no protest LID Agreements for the following future projects: . Improvements to Tukwila Parkway . 6l st Avenue South Bridge Widening . Tukwila Urban AccessIKlickitat Improvement Project Westfield shall receive a credit against the assessment for the TukwiIa Urban Access/Klickitat Improvement Project LID for that portion of the Impact Fees paid pursuant to Paragraph 5.2 that are attributable to the Tukwila Urban AccessIKhckitat Improvement Project. Each agreement to not protest the formation of a future Local Improvement District shall include the right of Westfield and the Owner to protest the methodology and/or specific amount of any LID assessment Page 5 of 15 I:' C:\DOCUME-1\iane\LOCALS-1\Temp\Vv'ESTFI-I.DOc.._ u ___u _ _ u__ _ _ _ u _ _ _ _ __ _ _ _ _ _ uu _ _ _ _ u_ m__ _ _ _ _ _ _ _ _ _ __ _ _ _ _ u J Deleted: Y:\WP\WestfieldlDevelopmen t Agreement\Westfield DA 111805 Final Draft with be 112205 corrections.DOC Deleted: C:\DOCUME-I\RhondaILOC : : ALS--1\Temp\WESTFI-I.DOC , : J Deleted: C:\WINDOWS\Temporary : I Internet , : . Files\ContentIE5\CIMJ89AB\Westfield , Revised November 15 2005 westfieldr- :', edlineB[i].doc - - - '" '" 5 6 Frontage Improvements. a. Westfield shaH provIde frontage improvements along Andover Park West from Strander Boulevard north to the new limIts of the existing bus pullout, and from Baker Boulevard north to the Bank of America property line; along Tukwila Parkway between the Bahama Breeze access and the Bank of America property lme (aH these improvements are hereinafter referred to as "Frontage Improvements"). The Frontage Improvements shall be designed and constructed consistent with the followmg: l. Landscaping shaH be completed pursuant to the Tukwila Street Tree Program for the CBD SIdewalk Project; however, tree placement should be preferred between traffic and sidewalk whenever practicable. 2. Sidewalk sections shaH be a minimum of six feet (6') in width except that, in locations where the sidewalk is adjacent to an existing traffic control cabinet or light pole, the sidewalk may be reduced to the minimum ADA; width. 3. All hght poles or other obstructions (e.g. signal control cabinets) may either be located or relocated behind the sidewalk or, at Westfield's discretion, the light pole or other obstruction may remain within the sidewalk, but the sidewalk shall be widened to provide clear passage around the pole or other obstructIon so long as the Wldth is consistent Wlth ADA standards. The only exception to this provision is if a sight distance or turning radius issue is created by the pole or obstruction at the Strander Blvd. and eastern driveway location. If, at this one location, the City detennines that sight distance or turning radius standards cannot be met, the pole or obstruction shaH be relocated at Westfield's expense, or Westfield shaH provide engineering substantiation demonstrating that turning movement and sight distance standards will be met without such relocation. 4 All public sidewalks may be instaHed on easements. 5. The Frontage Improvements are illustrated on Exhibit E (''Frontage Improvement Design") attached hereto and incorporated herein by this reference. Should a conflict arise between the text in this Section 5.6 and the Frontage Improvement Design, the Frontage Improvement Design shaH control. b The westerly access on Strander Blvd. shaH be relocated so that it aligns with the existing driveway on the south side of Strander Blvd, that provides access to the "rear" parking/service area of Target and the primary entrance to the Tukwila Duck Pond. Westfield shaH construct a traffic signal with fuH turning movements at this access. The Parties agree that no public safety concerns at this access have been forecast to warrant turning movement restrictions. Should the City identify, in the future, safety concerns that may warrant turning movement restrictions, the City shaH provide notice to Westfield and a reasonable opportunity to comment and propose alternative measures to address potential safety concerns. c. Westfield shaH provIde restriping, if necessary, so that channelizatIon in Baker Blvd. matches changes in the Andover Park WestlBaker Blvd, intersectIon. Page 6 of 15 C:\DOCUME-I\iane\LOCALS-1\Temp\WESTFI-I.D~_ ______uu u ___ 4 ~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - -- ~ u_u ___ ___uj Deleted: Y:\WP\Westfield\Developmen " t Agreement\Westfield DA 111805 Final ! Draft with bc 112205 corrections. DOC , 1 Deleted: C:\DOCUME-I\Rhonda\LOC " " ALS-1\Temp\WESTFI-1.DOC , , , ; li Deleted: C:\WINDOWS\Temporary : ',' Internet :;;' Files\ContentIE5\CIMJ89AB\Westfield ,',' Revised November 15 2005 westfieldr- :,'/ edlineB[i].doc - - - d. Westfield shall provide the City with easements for the maintenance of the traffic signal loops that are present on the Property. The City shaH bill Westfield on an annual basis for the actual mamtenance performed on the traffic loops. e. The Project plans must include an extension of the Andover Park West transit center pullout to the south by thirty feet (30') subject to approval by adjacent tenants; however this shall not restrict the City from closing this access under its authority under the State of Washington Constitution. f. The Project plans must include modifications to the two accesses to the U.S. Post Office to permit right in/right out with widths between twenty-five feet (25') and thirty-five feet (35'), and include closing of the two accesses located in front of the Firestone building, an subject to approval by adjacent tenants; however this shall not restrict the City from closing this access under its authority under the State of Washington Constitution. g. Any future changes to access points or intersections must be designed to align with existing adjacent access driveways. Civil plans must include information on the neighboring accesses/intersections. h. Westfield shall provIde a new l5-foot \vIde easement along Andover Park West to accommodate sidewalks, utilities and temporary construction. The existmg lO-foot and 5-foot easements shall be extinguished. Section 6: Water, Sewer, and Surface Water Utilities 6.1 General. The Project will require removal of a substantial amount of the utilities infrastructure on the south side of the site, but will have only minimal effect upon the north side utilities. The Owner, Westfield and the City agree that the utilities are in fair shape, except for a bow in the sewer line north of Mervyn's Department Store, which is located in the northeast portion of the Property and which needs to be corrected. All of the fire and irrigation cross- connection controls on the north side of the development are in place and up to date. So long as the requirements of Sections 6.2 and 6.3 of this Agreement are met, sufficient sewer and water capacity exists for the Project. The City shall not withhold any permit approvals for the Project on account of insufficient water or sanitary sewer capacity to accommodate the Project. The City shan not require any additional off-site water, sewer or surface water infrastructure improvements to support the Project. The Parties agree to the conditions set forth in the remaining subsections of this Section for any building permit(s) for the Project. 6.2 Water Service. a. A water availability certificate shall be issued by the City upon Owner and Westfield completIon of the fonowing: 1 Submission of a site survey locating the existing 8-inch water line along Southcenter Parkway and its l5-foot easement, and an accurate provision of a new easement, if needed, that coincides with the actual location of the water line. Page 7 of 15 ~ C:\DOCUME-I\iane\LOCALS-J\Temp\\VESTFI-] .Doc,.u.o.o.o ou......m ..............o'.....u.u... .. ...........J Deleted: Y:\WP\Westfield\Developmen : t Agreement\Westfield DA 111805 Final Draft with be 112205 corrections. DOC . Deleted: C:\DOCUME-I\Rhonda\LOC !: ALS-I\Temp\WESTFH.DOC : , Deleted: C:\WINDOWS\Temporary ,',' Internet :' , Files\ComenLIE5\CIMJ89AB\Westfield : ! Revise<CNovember_15_2005_westfieldr- i edlineB[I].doc '" 2. Insta1lation, at Westfield's expense, of two lO-inch valves; one on the east side and one on the west side of the sIte. Owner and Westfield shall own and maintain all existing and new water system inftastructure between the two valves, except water meters exterior to the building, which shall belong to the City pursuant to TMC Chapter l4 04 (Water Rates and Regulations). 3. Upsizing, at Westfield's expense, to a new l2 inch water line, those portions of the existing lO-inch water line on the south side of the Property that must be relocated in order to construct the Project. No further conditIons need to be satisfied for issuance oftne water availability certificate. b There are approximately nineteen existing external connections to the looped, 10- inch mains. Some of these connections are water supply to the building and some of these connections are for irrigation. All water supply connections to the building shall have City owned meters at the private main. The City sha1l insta1l these meters and appurtenances as well as conduct all associated construction for insta1latlOn. The City agrees to waive the pennanent meter fees. Westfield shall meet current City standards for all new connections as foIlows: 1. InstaIlation of a reduced pressure principle assembly ("RPP A") between each water supply meter and the buildmg, locating each RPP A as close to its meter as possible. 2. On lines that Westfield replaces, upgrade the water only (irrigation meters), as needed to meet the City's current standard. 3 On lines that Westfield replaces, upgrade the cross connection control (backflow preventIon) on the irrigation meters as needed. 4. Provision of an easement benefiting the City for each meter, new or existing. c. modeling. The City shall include the capacity provided by the new line in its fire flow 6.3 Sewer Service. a. The City shall repair the sewer line north of Mervyn's to remove the bow in the pipe. b. Upon the City's completion ofsewer line repair work north of Mervyn's, Owner and Westfield shaIl accept ownership and assume maintenance responsibilities for the existing sewer system from the connection at the main in Andover Park West throughout the Property. 6.4 Surface Water. The Parties analyzed the potential stonnwater impacts of the Project in the EIS. The EIS concluded that because the Project would not increase the amount of impervious surface at Southcenter, the Project would generate no additional effect on water quantity relative to existing conditions. The EIS further concluded that because the Project Page 8 of IS :!,: C:\DOCUME-l \iane\LOCALS-I \Temp\\VESTFI-I.DO~n..n . __..m.' n... n" ..... n"..... n' __ m__.. n. __n...... j ( Deleted: Y:\WP\Westfie!dIDevelopmen ;1 t Agreement\Westfield DA 111805 Final Draft with be 112205 corrections. DOC {Deleted: C:IDOCUME-llRhondaILOC '! ALS-I\Temp\WESTFH.DOC : : ,II' Deleted: C:\WINDOWS\Temporary :,' 'I Internet :" Files\ContentlE5\CI1>U89AB\Westfield_ , Revised November 15 2005 westfie!dr ", edlineB[I].doe - - - includes converting some existing surface parking areas into structured parking and interior mall space, the Project would have a net positIve effect on the qualIty of surface water runoff for Southcenter. Based on this analysIs, the Parties agree that no new or additional stonmvater detention will be reqUired as part of the Project. Westfield has agreed to include additional stonmvater quaJity treatment on the south side of the Property (e.g., in-line stormwater treatment vaults) as part of the Project to improve the quality of the stormwater runoff generated by Southcenter. 6.5 Ownership of Utilities. In 1969, the City entered into a Bill of Sale of Utility Facilities and Utility Right-of-Way Agreement (the "Utility Agreement") with Southcenter Shopping Center Corporation, Boncom Corporation, Allied Stores Corporation and Connecticut Life Insurance, the then-owners and lessee of the Property. The UtilIty Agreement provided that the sanitary sewer trunk lInes and laterals, storm sewer trunk lines and laterals, and water mains and laterals (referred to as "Utility Lines") instaIJed by the owners to serve the Property were conveyed to the City and were thereafter maintained by the City Upon completion of the utility repair noted in this Agreement, the City and Owner shall execute a Bill of Sale, in the fonn generally as attached hereto as Exhibit F, transferring to Owner ownership of and maintenance responsibility for those Utility Lines identified in the Bill of Sale. Owner shall grant easements to the City for access to and inspection of new master water meters constructed as part of the Project. L_u__n___m.__mm_hu___hhu _u_uum.m__m m.._m_.___uu._u__u....-.. Section 7: Remaining Development Conditions 7.1 Power Supplv Distribution. Westfield shall coordinate with Puget Sound Energy ("PSE") for additional electrical capacity for the shopping center development through the addition of a new distribution feeder circuit to the existing system that presently serves the shopping center campus. As of the Effective Date of this Agreement, the Parties anticipate that the best source for an additional circUIt would come from the Southcenter substation located on South center Parkway and approximately S. l68 St. An empty conduit pathway placed by PSE exists from the substation to the south side of the Southcenter property at Strander Blvd. To meet this condition, Westfield shall extend a vault and conduit system north from the intersection of Southcenter Parkway and Strander Blvd., near the fonner Doubletree Inn, and tie into the existing spare conduits on the west side ofthe shopping center campus. At this west side location, new conduit pathway and vault infrastructure wiIJ be provided by Westfield to facilitate PSE's feeder circuit and primary power switching and transformation equipment necessary to serve the new and renovated development on the shopping center site. The new feeder circuit would then extend from the substation through the conduit system on the Southcenter site to tie into the existing PSE primary power circuitry located on the east side of Southcenter on Andover Park West. As needed, PSE shall add additional station transformer capacity at both Southcenter and Renton JunctIon substations. 7.2 Communications. Westfield shall upgrade the existing Qwest Communications main point of presence ("MPOP") space located inside Westfield Shoppingtown Southcenter to meet the anticipated mcreased voice and data services demand generated by the Project. If the existing space is maintained and expansion occurs in another area in order to meet the increase in demand, Westfield shall protect and provide maintenance access to the existing communications Page 9 of 15 , C:\DOCUME~J\iane\LOCALS-J\Temp\WESTFH.DO~_.uun um_u _umu '__mh_ _'.mum _. ___h.u__ J Deleted: [NOTE: The Bill of Sale needs to include an Exhibit showing which lines are included in transfer and which lines are retained by the City (e.g., Lift Station). and provide details regarding description offacHities and termination of easement rights granted to City in Utility Agreement] {j Deleted: Y:\WP\WestfieldIDevelopmen : t Agreement\Westfield DA 111805 Final , Draft with be 112205 corrections. DOC : r Deleted: C:IDOCUME-llRhonda\LOC it ALS-l\Temp\WESTFH.DOC : : r " , Deleted: C:\WINDOWS\Temporary ,',' :1 Internet : i: Files\ContentlE5\CIMJ89AB\Westfield_ ':': I Revised_Novemher_15_2005_westfieldr I,:,' edlineB[ I ].doc ! Deleted: Y:\WP\Westfield\Developmen :1 t Agreement\Westlield DA 111805 Final , Draft with be 112205 corrections. DOC ! Deleted: C:\DOCUME-I\Rhonda\LOC , / ALS-1\Temp\WESTFI-LDOC , .1 Deleted: C:\WINDOWS\Temporary ,'1 Internet :' :' I Files\ContentIE5\CIMJ89AB\Westfield_ " , Revised November 15 2005 westfieldr " edlineBU ].doc - - - ',', :.: , _.._.______.________.______________ ___1 path while digging during construction. If the extent of digging precludes Westfield from protecting the existing communications path, Westfield shall relocate all communications components (preferably in one location). lf so, Westfield shall provide new conduit and updated service equipment. Westfield is responsible for any and all upgrades that would enable Qwest to serve Southcenter 7.3 Air Quality Measures. Westfield shall control fugitive dust during construction of the Project using reasonable precautions as provided by the Puget Sound Clean Air Agency. 7.4 EmergencY Measures. Westfield shall maintain accessibility to the Project site during construction in order to retain current emergency response times. Westfield shall coordinate displacement of parking and/or disruption to vehicular or pedestrian traffic patterns with South center management and Tukwila Police and Fire prior to construction. 7.5 Security Measures. Westfield shall take the following actions in order to improve existing police service to Southcenter and to \meet additional service demands created by the Project: a. Short-term Construction. Westfield shall provide site security measures during Project construction, such as security patrols, fencmg, lighting, and provision of secure areas for equipment, in order to discourage theft, vandalism, trespassing, and other unauthorized activities. Westfield shall work with the Tukwila Police Department, where possible, to implement these secunty measures. b. Radio Communications. Westfield shall coordinate during design and construction of the Project to establish a mutually acceptable Tulcwila Police Department transmission and reception with the Valley Communications Center throughout the Property. c. Community Resource Center. Westfield shall provide a tenant space in the Project and designated parking areas for the City of Tukwila Police Department, to be available upon the certificate of occupancy of the Project. The location and size of the space, which shall be mutually agreeable, shall provide visibility and convenience thus enabling the City Tulcwila Police Department personnel to support Property safety and security. d. Property Lighting and Security Cameras, Westfield shall provide adequate exterior and/or interior security cameras and adequate exterior and garage lighting that comply with City standards. 7.6 Recycling Program. Westfield shall provide recyclable collection points and haul routes designed to minimize impacts to pedestrian and vehicle routes. Westfield shall designate recycling space that is equal to or greater than space allotted for garbage bins and compactors and work with the City to maintain an effective recycling program, including recycling of plastic film, apparel bags, paper, cardboard bottles and can. Page 10 of 15 C:\DOCUME-I\iane\LOCALS-I\Temp\ WESTFl-I.D~.. u..... ...u... u...... 7.7 Parking Stall Dimension. Westfield shall be allowed to maintain its existing parking stall stripmg for buildout of the Project and may replace such striping in its existing configuration where surface parking and circulation areas are reconstructed for the Project. Section 8: Transfer of Property by Westfield and or Owner 8.1 Authority to Transfer. Westfield's and Owner's right to sell, transfer, mortgage, hypothecate, conveyor take any other similar action regarding real property interests in the Property or any financing thereto shall not be infringed by this Agreement, provided, however, that any such sale, transfer, sale, lease, etc. shall be subject to the tenns and conditions, rights and obligations of this Agreement. ' 8.2 Obligations of Successors. This Agreement shall be binding upon all subsequent heirs, successors, assigns, purchasers, owners, lessees or lessors and transferees of every nature and kind. Upon transfer of all interest in the Property, OwnerfWestfield shall be released from all obligations under this Agreement. 8.3 Estoppel Certificate. The Owner or Westfield may, at any time, and from time to time, deliver written notice to the City requesting the City to certify in writing that, to the knowledge of the City (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments; and (iii) the requesting Party is not in default in the perfonnance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults. The City shall execute and return such certificate within thirty (30) days following the receipt thereof. The City shall have the right to execute any certificate requested by the Owner or Westfield hereunder The City shall not have any liability to the requesting Party or to any third party for inaccurate infonnation if it provides the estoppel certificate in good faith and with reasonable care. Section 9: Binding Nature; Modification 9.1 Binding Nature. Once executed, this Agreement shall be bindmg on the Parties to this Agreement and their heirs, successors and assigns, from the effective date through the tenn of the Agreement. 9.2 Modification or Tennination of Agreement. a. This Agreement may be modified or tenninated only upon the mutual written agreement of the City Council, Westfield and the Owner and its successors, and/or assigns. b. In addition, this Agreement shall be deemed tenninated and of no further force and effect upon the completion of the Project in accordance with the tenns and conditions of this Agreement, including issuance of all required occupancy pennits. 9.3 Other Agreements. The Parties acknowledge that this Agreement contains the entire agreement between the Parties with respect to the development of the Project. Page 11 of 15 ,~' C:\DOCUME-I\iane\LOCALS-I\Temp\ \VESTFI-I ,Doc.. _ _ _ __h_ _ _ _ uu u h__ _ _ _ u u hu _ _ _ _ _ _ __m u _ m_ _ _ _ _ mm _ _ _ _ j 1 Deleted: Y:\WP\WestfieldlDevelopmen ; t Agreement\Westfield DA 111805 Final , Draft with be 112205 corrections,DOC 1 Deleted: C:IDOCUME-I\Rhonda\LOC ;. ALS-1\Temp\WESTFH,DOC ! ! 1 Deleted: C:\WINDOWS\Temporary :, " I Internet ", File~\ContenLIE5\CIMJ89AB\Westfield_ RevISed November 15 2005 westfieldr :" 'edlineB[i ],doc - - - '" '" Section 10: General Terms 10 I Venue. Venue for all disputes arising under or connected with this Agreement and its component parts shall be the Supenor Court of Kmg County. This Agreement shall be governed and interpreted in accordance with the laws of the State of Washington. 10.2 No Waiver of Police Power or Condemnation Authority. The CIty does not waive its police power or condemnation authority by entering into this Agreement, but shall not exercise its poJice power in any manner inconsistent wIth this Agreement. lO.3 Covenant Running with the Land. This Agreement and its component parts shall be covenants running with the land and/or equitable servitudes, and shall be binding on the Parties and their successors and assigns, and on all subsequent owners, purchasers, lessees or lessors, and transferees of every nature as set forth herein. Westfield shall record a full and complete original of this Agreement against title to the Property WIthin five (5) days followmg the effective date of this Agreement with the Real Property Records Division of the King County Records and Elections Department. 104 Owner's and Westfield's Responsibility. Any act or omission required of or pennitted by the Owner or Westfield may be taken by the Owner or Westfield or by its agents, contractors or employees; provided that the Owner and Westfield shall not thereby be relieved of its responsibility or liability to the City under this Agreement. 10.5 Attorney's Fees. In any action arising under or related to this Agreement, each Party shall bear its own attorney fees and expenses, whether at trial or on appeal, or in any bankruptcy proceeding. lO.6 Specific Perfonnance. In the event that any Party fails to perfonn as set forth in this Agreement, the non-defaulting Party or Parties shall be entitled to pursue specific perfonnance agamst the defaulting Party The Parties acknowledge that money damages and remedies at law generally are inadequate and specific perfonnance and other non-monetary relief are particularly appropriate remedIes for the enforcement of this Agreement and should be available to the Parties for the following reasons: a. Money damages are inadequate to compensate the Parties for the unique benefits available through this Agreement; and b. Due to the size, nature and scope of the Project, it may not be practical or possible to restore Southcenter to its natural condition once implementation of this Agreement has begun. lO.7 No Third Party Beneficiary. This Agreement is for the benefit of the Parties hereto only and is not intended to benefit any other person or entity, and no person or entity a signatory to this Agreement shall have any third party beneficiary or other rights whatsoever under this Agreement. No other person or entity not a Party to this Agreement may enforce the tenns and provIsions of this Agreement. Page 12 of 15 r C:\DOCUME-I\iane\LOCALS-]\Temp\WESTFl-I.DO~____uumumm__u ____u_____m___ m_______ ___ ______ J Deleted: Y:\WP\Westfield\Developrnen : t Agreernent\Westfield DA 111805 Final ; Draft with be 112205 corrections.DOC ! Deleted: C:\DOCUME-I\Rhonda\LOC ::' ALS-1\Ternp\WESTFI-I.DOC , / :1 Deleted: C:\WlNDOWS\Temporary , Internet ::' 'I Files\ContentIE5\CIMJ89AB\Westfield_ ': Revised November 15 2005 westfieldr .,:: I edlineB[I].doc - - - 10.8 Other CondItions. The Parties acknowledge that fire and building code condItions may be imposed on building permits issued for the Project. lO.9 Severability. If any section, sentence, clause, provIsion or portion of this Agreement is declared unlawful or unconstitutional for any reason, the remainder of this Agreement shall continue in fuB force and effect. lO.lO Notice. All notices or communications provided for by this Agreement must be in writing, and may either be delivered personally, by certified mail, or by express delivery service, return receipt requested. Such notices shall be deemed deHvered on the date of receipt, as evidenced by the return receipt or the equivalent (e.g., date stamp of recipient). All notices or communications shall be given to the Parties at their addresses set forth below' For the CIty ofTukwila: City Clerk City ofTukwila 6200 Southcenter Boulevard Tukwila, W A 98188 For the Owner' Prudential Financial Inc. For Westfield: WEA Southcenter LLC Any Party may, upon ten (lO) days written notice to the other Parties, substitute an alternative address for that listed above, either for a particular duration or permanently. 1 O.ll. .~ut.~~~t~ctoJ~x.~c.ut~.... Theuq!YLQ~~~.~~~..w.~~~~~J~P~~~~.~~. .'!!l~. .~':'~.1!?!!Uh~~. .~~~L"" have the respective power and authority, and are duly authorized to execute, deliver, and perform all of the obligations under this Agreement. 1 0.12.. Mllhlal, ))raftiIlg; at1~. c;o~struc:ti,<?Il~..TI1.~.I>?~~ (l8!.~~.~~?~. .~~h. .<?f ~he.~ .p'a:t!~ip.~!ed. f~!!y.., in the negotiation and draftmg of this Agreement and the rules of construction of ambiguities against the drafter shall not apply to any Party " :,': '" Page 13 of 15 :: C:\DOCUME-l\iane\LOCALS-l \Temp\ WESTFI-l.DO~...m...... m'.......... m__....... Un' U u...u..... ... U __ j Deleted: 0 , Deleted: I Deleted: Y:\WP\WestfieJdIDevelopmen ; I Agreemenl\Westfield DA 111805 Final Draft with be 112205 COlTections.DOC 1 Deleted: C:IDOCUME-I\Rhonda\LOC : ALS-l\Temp\WESTFH.DOC J Deleted: C:\WINDOWS\Temporary ! Internet ! Files\ContentIE5\CIMJ89AB\Westfield I - i Revise'CN ovember _15_2005_ westfieldr I edlineB[lI.doc 1O.lJ___Col!!1.terpa_rts~_]Ns_ Dex~l<?PI11~~U\~5':e_ll1~~~_~~Y b~_~~e.~!lt~_4_~~~<?_~~te1J?~_rt~L~~~_~ _<?f_------{ Deleted: 2 which shan be deemed an origina1. Section 11: List of Exhibits Exhibit A B C. D. E. F. Description Property Map Property Legal Description Parking Decision BAR Decision Frontage Improvement Design Utility Turnover Document ON BEHALF OF THE CITY OF TUKWILA: Date of Execution: Steve Munet, Mayor ATTEST: Jane Cantu, City Clerk APPROVED AS TO FORi\1: City Attorney ON BEHALF OF PRUDENTIAL FINANCIAL, INC.: f Deleted: Y:\WP\Westfie!d\De,'e!opmen :1 t Agreement\Westfield DA 111805 Final , I Draft with bc 112205 corrections. DOC : Deleted: C:\DOCUME-I\RbondaILOC : : ALS-I\Temp\WESTFH.DOC , , ! ! 1 Deleted: C:\WINDOWS\Temporary :,',' Internet !: :' I Files\ContentlE5\CI1'.U89AB\Westfield_ :,' , Revised November 15 2005 westfie!dr ::' : edlineB[i ].doc - - - '" Page 14 of 15 ;: C:\DOCUME- J\iane\LOCALS- J 'Temp' WESTFI-I.D~ ________ ___ _ _____ _____ ____ __ _ _ ___ __ _ __ _______ ____ _ _ _ ____ __ _ _ _ _ _ __J By: Prudential Retirement Insurance and Annuity Company Its: Member By' Name: Title: Date of Execution: Deleted: Y:\WP\WestfieIdIDeveIopmen : t Agreement\Westfield DA 1 I 1805 Final : Draft with be 112205 corrections.DOC ! Deleted: C:IDOCUME-I\RhondaILOC :! ALS-l\Temp\WESTFI-I.DOC " " / : 'I Deleted: C:\WINDOWS\Temporary , ',' Internet '::' Files\ContentlE5\CIMJ89AB\Westfield_ " Revised November 15 2005 westfieldr :t i edJineB[l ].doe - - - Page 15 of 15 ~,' C:\DOCUME-l\iane\LOCALS-l\Temp\ WESTFI-I.DO~_ _ __ _ _ _ _ n __ n_ _n _ n_ m_n _ _ _ _ _ _ _ _ _ _ _n n _ _ _ __ __n _ _ _ _m__ _ _ _ _ j On this _ day of , 2005, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared before me , to me known to be the managing member of , a company, that executed the foregomg instrument, and acknowledged that he signed the same as a free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. SUBSCRIBED AND SWORN to before me this _ day of ,2005. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My commIssion expires ON BEHALF OF WEA SOUTHCENTER LLC By: Westfield America Limited Partnership, a Delaware limited liability company By' Westfield America, Inc. a Missouri corporation, its general partner By' Its: Date of Execution: On this _ day of , 2005, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared before me , to me known to be the managing member of , a company, that executed the foregoing instrument, and acknowledged that he signed the same as a free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. SUBSCRIBED AND SWORN to before me this _ day of ,2005. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My commissIOn expires r;, WI = f) (j==iJ l, (!~~at:iJa.."V1!Jjj; '\ { __J :S~I. ]~~I ~i ;f~I.- 11/23/05 10:46 FAX 206 626 0675 BUCK & GORDON LLP 141 002 .':.:.~;;.....::,.:;:'-. . .:: -;";' ,il! l.it ' J~'" ':':":. .:" .... .:;" ::' .~. ~. .' ~;.~,./~' ,:.,t .~r ,. II}: }~'.:~. ::. .~:' ._.../' ,.:/ )>9., .,,~. .::::......:... - \. }~~C~'-l" '';'''1~~ ..I,.i .~,. i" E ~-: /""-.~\11.~,.a ......,-........- :ttu\t PQR17O.N"OF TH1; NOl\~ST QUARTER OF THE NORTHEAST QUARTER OF .f .$EC.no1t~~ JO;WNS~,t23 N;,ORTH, RANGE 4 EAST. W M. IN KING COUNTY, --:. t. ... ..... .' I' ... (. . ';\:.::WAS:BJNffTQN~ ~~?f> JOF ~ ~&-qmAST QUARTER OF THE NORTHWEST QNARTER OF S<AI:I:f ~o~Ad~ .ANJ' .Df THE SOUTHWEST QUARTER OF THE so~'*AATBR QE;.~0N~, toWNSIDP 23 NORTH. RANGE 4 EAST, WM, IN!QNG cdutirY':Jw ~HINQ,TQN;,AND OF THE SOUTHEAST QUARTER OF THE SO~ ~QU~~o O~:.$~::~ECTION 23, AND OF THE INTERURBAN ADDmON TO S~TTf.E, ~CC9~q-'To..r.~T ~ED IN VOLUME 10 OF PLATS AT P AGE(S):5J~ IN;~ 9O~ W As.~G1;O~ AND OF BROOKY ALE GARDEN TRACTS, ACCQRDING/to..P]iAT RBC01IDEI):'~ VOLUME 10 OF PLATS AT PAGE(S) 47, IN KINd':c'~/-WAstriN\!TqN,!~ OF THE W H Gll..UAM DONATION LAND CLAThfNO 4;Q, :P~CIqJ3ED AS ~OL);'Q~~lk" ~;"'~.- ""::f ; i~",::-_,,~, .:,.l.i {'oil "\f":I;~" ~~fi;:li" CO~~.::,\T THE NORTHEAST CQ~-9F)11o/'NOR,'JJW{E~ QV~tER OF THE ~OR~T QUARTER OF SAID ~6N:<'26,/ ,,~."'I...u,~,~.,..,j f ,/ .,\/ THENCE N~TH ~OO12109u WEST ALONG THE 1{PR~Y :PRODPCTION OF mE U A liT LIf;rE~OF SAID SUBDMSION 40649 FEEf"'j g /...- J l./ / ~.L .. h ': _ ~ ~I.... ,.. .~ .... .... THE~-CE ~OU1H ~Q41151tl WEST 30 FEET TO THE ~T"'MAR~' O:j;i: ANDOVER PARK"WEST MID THE TRUE POINT OF BEGINNING '~~"""'w"";' .r /t .. .. oJ" .. '1' \""" I' ~qg NQ.RTH;.,g7~5'1~\WEST 526 42 FEET~ ':'",:../;/ ./" THENcE:S0'trrHQ601~61f'WEST3002FEET, {,. ./ TIIENCE No~{~nst"f'" 'WEsT 253 52 FEET, "::~' 'I'HENCE..s~ Oq'l916" jVI;.s1'~~ 84 FEET TO THE NORTII LJNE OF THE SOUTH 4000 FEET Q'F .....sOtt.gfE.AST QUARTER OF SAID SECTION 23, THENCE NORTa 8go-'~'M;>i'VlJ;ST-o;,AJ1)NG. SAID NORTH LINE 17920 FEET TO AN I' ~ ~ .. ~ ..'~ INTERSECTIOl!if, w:g1ItA J?NE>"Vl!llCH JmARS NORm 00019'3611 EAST FROM A POINT ON TIlE' 'Sd~ L~ OF sAJD .$EqtIQN 23, WHICH IS 341 40 FEET EAST OF THE SOUTHWEST c:tO~pF .tHi'SO~.:r QUARTER OF SAID SECTION 23 "'. ..,~ ..:;',:". '" 1'HE'NCE SOUTH Oool~6" *'i~ fi~ minT.! / / .:~:""~~"'~' .. ~.~ ~ . J " THENCE NORTH 89040'24" WEST 10 ~o FEE:t ! /' ..n",,~ \\."-".,. .... " :,,' .: ,1' Jl I' .... THENCE SOtITH 00019136" WEST 36 t3,.r.E$T.; f / II 't THENCE NORTH 8~40r24" WEST 190 FBi'!' ;! }' f to"":-:: ~ ., ~ ~, .' . ~..,. THENCE SOUTH Ooo19'36t1 WEST 42 17 FEET; ,{ i ./ .; // }" .,,.....0' '>"'.:, TIIENCE NORTH 89040'24" WEST 72 00 FEBT1 -;~'..:I. ./ ; /' ;./,/ ..,,~. ;: p THENCE SOUTH 00019'36" WEST 96 00 FEET, ~:.. ,{ ;" .~.! ;:.. ~':;J g ~ '-.. THBNCENODTU 89040"" All WEST 226 00 FEET ~.".:: / ,;'~' .~ "":." ;; ,';: ,....,.~. '..t"....il --'/"t J .~. ~:: !: I~,... J .~' .~'~..:t ',, THENCE NORTII 00019'3611 EAST 138 17 FEET, -,...,~~/ ~ \".....:';:..~.;~{'. /: ..,~,,_. \ J~;/"'~"7 'IHENCB NORTH 8~4QI24u 'WEST 7990 FEET, \......=:,..",..~..,.:>:;"/. ,;/' .J .,/,( ~~,. .' I .' " . :" .:or .. .{....:../: ./i .f it" /;:/ .,. (,.j/ { ( -';~:i~......!jl -, EXHIBIT A Legal Description -3- 11/23/05 10:46 FAX 206 626 0675 BUCK & GORDON LLP !41 003 ,.:/":::;:;"":~' ~.' I ::.. _,_ I' .~.:: '--:~._"" ;.,:' .' ..: ...-: .:.' ,,\ f ,iHENCE NORTII Ooo19~611 EAST 10 83 FEET TO TIm WESTERLY EXTENSION OF THE " /' ./ .SQUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 23> .:.;.~,;' t. ./ ~CE-NOR'IH 89040'24" WEST ALONG SAID EXTENSION 10 50 FEET. ~~. ./ 'l'imN"cE'NORm 00019'36" EAST 40 00 FEET ~. ..1 ........ ,. .% ..- ..;tIJEN~}tOR;X8: 89040'2411 WEST 151 60 FEET~ """ ,/ TItEN'CENOl{TH.OO~-l9'36" EAST 790 45 FEET TO THE NORTEBAST CORNER OF THAT ..,'""',,,.....,... ./ PORTION' ofi 'f:HE;$OUTI:JeENTER PARKWAY VACATED BY ORDlliANCE NO ~: }55..A~~IJ-X/6F,~AND;As RECORDED UNDER RECORDING NO 6516239. .,;:::~.IN~:CQ.l1N1Y, .~~GTO)T;-.s4.ID NORTHEAST CORNER ALSO BEING A p~ ~N ,fA ?"6519 ~~OOT ;~IUSlGUJ.tVE CONCA VB TO THE SOUTHEAST, THR.OU~WHtCIfA.Mql.~-1lLIN~.B~soum O4O'J4'32" EAST, THENCE WE~T ALoNG.:SAW CBJtVE ANl):TIm SOUTHEASTERLY MARGIN OF SAID SOUTHCENIrER:'PA}iKWAY",282 pi~ TO A POINT OF COMPOUND CURVE TO ~ . . .\. r :to' T.HE LEFT OF A 33.9 07 ~OO'J RADIUS, / \ ;;,. THBNCE SOlJ1HWES'reRLY./AIPN:d ~:AJp""CUR.YE 3~~~6}FEET TO THE MOST NORTHERLY POINT OF! A ,.TR.A~/ OF ~AND ~CO~D TO TEE CITY OF TUKWILA BY DEED REeQiID.ED!~~ Rf.:ct)1~;P~G NO 6516243. IN KING COUNTY WASHINGTON {. f.~~: ",-::,;' /" ./ ::II ~.. ... ..." .0 y.~ ....U\,.... THENCE :"..QONTINUING SOUTHWB~;TERJ.,X~ ApO:tiG ../S.A1i).:~.. CURYE~ AND SO~1ERLY MARGIN 312 17 ~T~ )'.f I' '1>:':)",10",....,';-:, 't ./ l THENC1;/ SOuTH<. 89039'00" WEST ALONl:h,s,MD .gO~~ ~ M.till-9JN J704 ~ Tp~_ ~ EASTERLY MARGIN OF ,$,AJP fioqrn;~ :WARKwAY (FORMSRL'f 51TH AVENUE SOUTH) AS DEImBD :tt'O;~ Cny/OE~"TUKWILA ~ REC01ID:Eb UNDER RECORDING NO 5735981, \ ~....,/ ./ .t" /' 'fHF'.NCE/SOTirH dO~ll00" EAST .ALONG SAID EAST MAR.OJN .A3i12}trEET TO AN :;.). 'It..TGLE~ 'DO" -n.'J"I1.of"t'1:n::"DUTlI..T ~. i.." ./ ,\O:t'U., ~: J..L~.I'" .l.~~"., ":~I::" ._ TIiENcE.'sounf .e6~'45,j::'EAST ALONG SAID EAST MARGIN" 633 44" FEET TO THE ~~PR'JHBR!;'Y;t~ STATE IDGHWAY RIGHT OF WAY, ''-:;j T:HENG}J.,.N.oR'qi S!t521~211 ~-1\I,pNG SAID NORTHERLY LINE 5 31 FEET TO THE EASTERLY~ oj S~"STATE::ijIGHWAYRIGHT OF WAY~ THENCE SO~ OO~711~' ~AS,Y~~G-,S~ EASTERLY L1NE 134 SO FEET TO THE SOUTHEAST~Y ~ Of'SA1I>.,JUGH'l:-OF WAY. THENCE soum 43'~'05~WEST ALID-IG SAID.iSQUTHEASTERL Y LINE 6 74 FEET TO TIm AFORESAID EAstMARtHN QF stR.JniCFJrn;R. PARKWAY, THENCE soum OO~'4511~~T ALpNr;! SAID JtA$T '~GIN 471 45 FEET TO THE BEGINNING OF A CURvEW'THB I$T .(iF A 5~)"FOOT AADros, THENCE ALONG SAID CURVE 77~70 FEET TO.1\ :aOINT 6F-"~.ANGENCY ON THE NORTH LINE OF STRANDER BO'UL.WARJ3 {FO~ y,<~odtH 164m STREET), AS DEEDED TO THE CITY OF ~A :iBY.!QUIt~ ~~"pBED FROM SOUTHCENTER CORPORATION ONFEBRtf4R114.i'19~3,./ l' ./,.. "\. THENCE SOUTH 890Z6'22/t EAST ALONG SAID NOR'ql'L~ j88 ftV'FE9X.,. \\ .:".:. THENCE SOUTH 89OJ0'56" EAST ALONG SAID NORm LINE .:1155 ~2:"FEE't T-0"'fHE BEGINNING OF A CURVE TO THE LEFT OF A SO FOOT ~rPS, ,{ ':"'::"~" / I" _~>.".~ '=:. ..""...".:~ -4- ~#?O~~ ~,,?~~1) (t 'to ~ !>-{. o.\1>'\: ~ ,\:0 ~~ '..,,, ~<$ 19 1.~1' ~~ \, \9~ \11>'), <j} ~"'~. i 6 $~ C ~ 0.' ':;1'\1'\0"""-::' ~'\: y>- ~ ~c$ ~1)~$ov:"'~ ~01'\C $~ ~\)~ p$ 01' . rrJ~'ff~~tf\'tr:,9" ~ . ~~~ ~~O?S>~G ~&~l%:""G~C' , ~ ~ ~ p$ ~11S> ~1\~ l pottr,/~~#!J!J:1~1)~~0?S> ! ' ,~~ 1-~~ cc~'lYr 1 ('~ I p.-q?.,;.O'f'tf=;1 19'1,'~' i !,i A I i ...c.<' 01' , ;",";f:;..~'" , ,'" ' ! t. _.' >(\~>~..-'1 <'.^,i1)1f'::'r;:';;"1{1~6j i ! i"'" L J f"'.: f",~:t~O: ~ cP'\J~" - , """,..'Of', ,,~. , ; i j ..'! I ......... ~ 0 ...., " ,_ .....' ".." ~, < ~""i\! ');~ p:.<\~ >>' -:",~~,.:,.",......,../ J I ~j i !"J~;:4~!::~ ' ___O~ < ..' . '" .. ~. ~"'" ' ' ..... .""'')...... .~~ k~,o J ~Oj.'t\1.~,d'\"" ~ i ! ~/,,_..N... . :t Q."'Vf-"E ~ _ 01! 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GOJ:<.V -;p"'0C'1. &. \)~1 !> ..\)~ ~'l-~ :~" ..-$" 11/23/05 10:47 FAX 206 626 0615 BPCK & GORDON LLP [4]005 Parcel 35970000246 13 & INTERURBAN ADD TO SEATTLE POR OF SW 1{4 OF SE 1{4 OF SEe 23 & OF SE 1/4 OF SW 1/4 OF SEe 23 & OF INTERURBAN ADD TO SEATTLE & OF BROOKVALE GARDEN TRACTS & OF W H GILLIAM DONATION LAND CLAIM NO 40 - BEG 5W COR OF 5W 1/4 OF SE 1/4 OF SEe 23 TH N 89-40..24 W 211 FT TH N 0-19-36 E 150 FT TH S 89-40-24 E 151.60 FT TO TPOB TH N 0-19-36 E 72 FT TH S 8940-24 E 406.80 FT TH S 0-19-36 W 196 FT TH N 89-40-24 W 10.50 FT TH $ O~19-36 W TO $ MGN OF 5W 1{4 OF SE 1/4 OF SEe 23-23-04 TH WL Y ALG SO S MGN TAP S 0-19-36 W OF TPOB TH N 0-19-36 E TO TPOB Parce12623049086 26230486 POR N 1/2 BEG S 89-40.24 E 25 FT & 500-19-36 W 10.83 FT FR N 1/4 COR OF SEC TH S 00-19-36 W 138.17 FT TH S 89-40-24 E 226 FT TH N 00-19-36 E 96 FT TH S 89-40-24 E 72 FT TH N 00-19-36 E 42.17 FT TH 58940-24 E 7.90 FT TH N 00-19-36 E TO N LN OF sueD TH N 89-40.24 W 385.80 FT TH S 00-19-36 W 10.83 FT TH S 89-40-24 E 79.90 FT TO BEG City of Tukwila Steven M. Mullet, Mayor Department of Community DeYelopment Steve Lancaster, Director P ARKING D~CISION NOTICE OF DECISION DECEMBER 3, 2004 To: Greg Fitchitt, Development Director, Westfield, Inc. King County Assessor, Accounting Division Agencies with Jurisdiction All Parties of Record This letter .serves as a notice of decision and is issued pursuant to Section 18.104.170 Tukwila Municipal Code (TMC) "Notice of Decision, Pennit Application Types and Procedures" I. Project Information File Number: L04-055 - Complementary Parking Approval and Administrative Parking Vanance Type of Permit Request: Type 2 approval for Complementary Parking and for an Administrative Parking Variance that results in a reduction from the minimum number of required parking spaces for the Westfield Shoppingtown Southcenter expansion. Location: The site is southeast of the intersectIOn of 1-5 and 1-405 and is bounded by Strander Boulevard, Southcenter Parkway, Tukwila Parkway, and Andover Park West. Associated Files: L04-049 - Design Review E03-0 1 0 - State Environmental Policy Act Applicant: Greg Fitchitt, Development Director Owner: Westfield Corporation, Inc. Notification: Notice of Application for this Type 2 pennit was mailed to surrounding properties and posted on the sIte on August 26, 2004. Comprehensive Plan Designation: Tukwila Urban Center 6300 Southcenter Boulevard. Suite #100 · Tukwila. Washin~ton 98188 · Phone: 20tJ-4il-in 7n . J:" v. ?nfo_A '< 1_ '<nn" Notice of Decision L04-055 Westfield Shoppingtown Southcenter Complementary and Admmistrative Parkmg Variance Zone Designation: Tukwila Urban Center SEP A Compliance: A Determination of Significance was issued on July 29, 2003. The Draft Environmental Impact Statement was issued on June 21, 2004 and the Final E~vironmental Impact Statement on October 7, 2004. II. Decision Based upon the plans and information submitted in connection with this application and with Design Review application L04-049; and based upon the findings and conclusions contained in the staff report dated December 2, 2004; and subject to the conditions recited below; the minimum parking requirement for the proposed expanded Westfield Shoppingtown Southcenter is hereby established at 7,192 spaces, as follows: Complementary Parking. A "complementary use" allowance of 88,200 square feet is hereby approved. This reduces the "usable floor area" upon which the parking requirement is based, rrom 1,594,402 square feet to 1,506,202 square feet. Administrative Parking Variance. An administrative parking variance of 4.5% is hereby granted, subject to the following conditions: 1. Westfield, as the management organization for the Mall, shall agree to develop and implement a Transportation Demand Management (TDM) program that effectively reduces employee single occupant vehicle parking at the mall. The TDM program shall include incentives for remote parking of employees during periods of peak parking demand. The TDM program shall be subject to approval by the Director of Community Development, which approval shall be obtained prior to issuance of building permits for the proposed mall expansion. 2. Westfield shall participate financially in planned improvements to the Metro transit center located adjacent to the mall along Andover Park West, including upgrades in capacity, structures, lighting and amenities. Westfield's participation shall include dedication of an easement of up to eleven (II) feet ofland along the length of the planned transit facility, and a financial contribution of $500,000. 3. Westfield shall.provide weather protection along the internal sidewalk leading to the transit facilities on Andover Park West. The design of the improvements shall be harmonious with the design of the Mall expansion and shall be subject to approval by the Board of Architectural Review. 4. Westfield shall provide footings and related components for an internally lit Metro transit shelter and for a trash receptacle at the existing Strander Bl and 61 Av S. westbound bus stop. The shelter footing shall include conduit to a handhold/junction box and conduit and Page 2 of2 Notice of DecIsion L04-055 Westfield Shoppingtown Southcenter Complementary and AdmmlstratIve Parkmg Variance wiring from the handhold/junction box to the power source junction box. The exact footing location shall be determined in consultation with King County Metro Transit and Tukwila's City Engineer. These improvements shall be placed outside of the six foot public sidewalk and an appropriate easement provIded, if necessary. Construction details and specifications are available from and shall be coordinated with King County Metro Transit. In. Your Appeal Rights This is a Type 2 de~islOn issued pursuant to Section 18.104 010 Tukwila MUnIcipal Code (TMC) "Classification of Project Pennit Applications, Pennit ApplIcation Types and Procedures." Other applications related to this project are still pending. This Decision may be appealed to the Tukwila City Council. No administrative appeal of the EIS is permitted. A party, who is not satisfied with a City Council decision on an appeal, may file an appeal of the Council's decision in Kmg County Superior Court. IV. Procedures and time for appealing In order to appeal the Community Development DIrector's decisIOn, a written notice of appeal must be filed with the Department of Community Development wIthin 21 days of the issuance of this Notice of Decision. The deadline for appeal of this Notice of Decision is 5 p.m. on December 27, 2004. The requirements for such appeals are set forth in the Appeal Processes Chapter of the Zoning Code (18.116 TMC) All appeal materials shall be submitted to the Department of Community Development. Appeal materials MUST include: 1. The name of the appealmg party. 2. The address and phone number of the appealmg party; and if the appealing party is a corporation, association or other group, the address and phone number of a contact person authorized to receive notices on the appealing party's behalf. 3. A statement identifying the decision being appealed and the alleged errors in the decision. 4. The Notice of Appeal shall identify: (a) the specific errors of fact or errors III application of the law in the decIsIon being appealed; (b) the hann suffered or anticipated by the appellant, and (c) the relief sought. The scope of an appeal shall be limited to matters or Issues raised in the Notice of Appeal. Page30f3 Notice of Decision L04-055 Westfield Shoppingtown South center Complementary and Admmistrative Parkmg Variance V. Appeal Hearings Process Any admin,1strative appeal regardmg the Permit shall be conducted as an open record hearing before the City Council based on the testimony and documentary evidence presented at the open record hearing. The City Council decision on the appeal is the City's final decision. Any party wishing to challenge a City Council decision 'on this application must file an appeal pursuant to the procedures and time limitations set forth in RCW 36.70C. An appeal of the EIS may be included in such an appeal. If no appeal of the CIty Council decision is properly filed in Superior Court within such time limit, the Decision on this permit will be final. \ The City's decisiOn to issue an EIS is final for this approval and any other pendmg permit applications for the development of the subject property. VI. Inspection of Information on the Application Project materials including the application, the staff report, and other studies related to the approval are available for inspection at the: Tukwila Department of Community Development, 6300 Southcenter Blvd., and Suite 100, Tukwila, Washington 98188 Monday through Friday - 8:30 a.m. and 5:00 p.m. The project planner IS Moira Carr Bradshaw, who may be contacted at 206-431-3670 for additional information. Property owners affected by this decision may request a change in valuation for their property tax purposes. Contact the King County Assessor's Office for further mformation regardmg property tax valuation changes. ~ L-/\- Steve Lancaster, Director Department of Commumty Development City ofTukwila Page 4 of 4 City of Tukwila Steven M. Mullet, Mayor Department of Community Development Steve Lancaster, Director BOARD OF ARCHITECTURAL REVIEW NOTICE OF DECISION DATED DECEMBER 13, 2004 To: Greg Fitchitt, Development Director, Westfield, Inc. King County Assessor, Accounting Division Washington State Department of Ecology Agencies with Jurisdiction All Parties of Record This letter serves as a notice of decision and is issued pursuant to the Notice of Decision, Pemlit Application Types and Procedures Chapter, Tukwlla Municipal Code (TMC,)" (18.104.170 TMC) on the following project approval. I. Project Information File Number: L04-049 - DesIgn Review Type of Permit Request: Type 4 approval for design review that results in expansion of Westfield Shoppingtown Southcenter and approval of nonconfonning landscaping. Specifically, approval for a site plan for 597,009 square feet of new building square footage consisting of a three level addition to the mall, two parking structures, four new outlymg building pads and associated site and landscape improvements; and elevations for the mall addition, for the two parking garages and for miscellaneous structures; and Approval of modification of the landscape standards imposed by the Zoning Code thereby allowing existing nonconfonning conditions to contmue per the Nonconfonning Lots, Structures and Uses Chapter (18.70.080 (B) TukwIla Municipal Code (TMC.)) Location: The site IS southeast of the intersection of 1-5 and 1-405 and is bounded by Strander Boulevard, Southcenter Parkway, Tuk \Vila Parkway, and Andover Park West. Associated Files: L04-055 - Complementary Parking and Parking Variance E03-0 1 0 - State EnvIronmental Po hey Act 6300 Southcenter Boulevard, Suite #100 · Tukwila, Washington 98188 · Phone: 206-431-3670 · Fax: 206-431-3665 Notice ofDecislOn L04-055 Westfield Shoppingtown Southcenter Complementary and AdmmistratIve Parking Vanance Greg Fitchitt, Development DIrector Applicant: Owner: Westfield Corporation, Inc. Notification: Notice of Application for this Type 4 pel1l1it was mailed to sUlToundmg properties and posted on the sIte on August 26, 2004. Comprehensive Plan & Zoning Designation: Tukwila Urban Center SEP A Compliance: A Detel1l1ination of Significance was issued on July 29,2003. The Draft Environmental Impact Statement (ElS) was issued on June 21,2004 and the Final EIS on October 7,2004. II. Decision Based upon the plans and infonnation submitted in connection with this application; the decision on the complimentary parking and parking vanance application (file number L04-055;) the fmding and conclusions contained in the staff report dated December 2, 2004; the public hearing on December 9, 2004; and subject to the conditions recited below; the Tukwila Board of Architectural Review has determined that the application for expansion of Westfield Shoppingtown Southcenter does comply with applicable City code requirements and has approved this application. Design RevIew Conditions: 1. Ground mounted utilities shall be located and/or screened so that they are unobtrusive. 2. The Tenant Exterior Storefront Criteria (Attachment A of Staff Report) shall be modified so that they are Requirements as opposed to Cnteria, and that there is a narrative created for Permitted Materials. The narrative shall specify that building material choices support the cohesiveness of the architecture of the mall, be durable and chosen from the pel1l1itted list of materials. Wood shall be modified to specify its mimmum usage. A Landscauin2: element shall also be added with the objective that plant matenal be used to provide transitIOns between building and pedestrian areas, soften building edges, provide focal pomts where needed and create interest and detail. Nonconfol1l1ing Landscape Condition: 3. Between the northerly limits of the scope of work and Strander BL, plants shall be added in all areas where opportunities exist that will not produce displacement of parkmg or circulation such as at the end of parking aisles between the J.C. Penney garage and Andover Park West. In addition, setback the parking stalls adjacent to the transit zone to accommodate the requested I1feet m additional depth. (Sheet 1.1 of Attachment C of Staff Report) Page 2 of 4 NotIce of Decision L04-055 Westfield Shoppingtown Southcenter Complementary and Administrative Parking Vanance III. Your Appeal Rights The decision on thIS Permit Application is a Type 4 decision pursuant to the Tukwila Municipal Code (18.104.010 TMC.) One administrative appeal to the City Council ofthe Board of Architectural Review Decision is pennitted. No administrative appeal of the EIS is permitted. A party, who is not satisfied with a City Council decision on an appeal, may file an appeal of the Council's decision in King County Superior Court. IV. Procedures and time for appealing In order to appeal the Board of Architectural Review decision on the Permit ApplicatIon, a written notice of appeal must be filed with the Department of Community Development within 21 days of the issuance of this Decision, that is by December 30, 2004. The requirements for such appeals are set forth in the Appeal Processes Chapter of the Tukwila Municipal Code (18.116.) All appeal materials shall be submitted to the Department of Community Development. Appeal materials MUST include: 1. The name of the appealing party. 2. The address and phone number of the appealing party; and if the appealing party is a corporation, association or other group, the address and phone number of a contact person authorized to receive notices on the appealing party's behalf. 3. A statement identifying the decision being appealed and the alleged errors in the decisIOn. 4. The Notice of Appeal shall identify (a) the specific errors of fact or errors in application of the law in the decision being appealed; (b) the harm suffered 0 r anticipated b y the appellant, and ( c) the relief sought. The scope of an appeal shall be limited to matters or issues raised in the Notice of Appeal. V. Appeal Hearings Process Any administrative appeal regarding the Permit shall be conducted as an open record hearing before the City Council based on the testimony and documentary eVIdence presented at the open record hearing. The City CouncIl decision on the appeal IS the CIty'S final decisIOn. Page 3 of4 Notice ofDecislOn L04-055 Westfield Shoppingtown Southcenter Complementary and Admmistrative Parking Variance Any party wishmg to challenge the City Council decision on this application must file an appeal pursuant to the procedures and time limitations set forth in RCW 36.70C. An appeal of the EIS maybe included in such an appeal. Ifno appeal of the City Council decision is properly filed in Superior Court within such time limit, the DecisIOn on this pennit will be final. The City's decision to Issue an EIS for this approval and any other pending pennit applications for the development of the subject property is [mal. VI. Inspection of Information on the Application Project materials including the application, the staff report, the EIS, and other studIes related to the approval are available for inspection at the: Tukwila Department of Community Development, 6300 SouthcenterB1vd., and Suite 100, Tukwila, Washington 98188 Monday through Friday - 8:30 a.m. and 5:00 p.m. The project planner is Moira Carr Bradshaw, who may be contacted at 206-431-3670 for additIOnal infonnation. Property owners affected by this decision may request a change in valuation for their property tax purposes. Contact the King County Assessor's Office for further infonnation regarding property tax valuation changes. ~5f-~ Department of Community Development City of Tukwila Page 4 of 4 1608 FaIrvlew BILL OF SALE OF UTILITY FACILITIES THIS BILL OF SALE FOR UTILITY FACILITIES ("Bill of Sale") is made as of November _,2005, by and between City ofTu~ila, a Washington mumcipal corporation ("City"), and Prudential Financial Inc.("Owner"). RECITALS A. In 1969, the City entered into a Bill of Sale of Utility Facilities and Utility Right- of-Way Agreement (the "Utility Agreement") with Southcenter Shopping Center Corporation, Boncom Corporation, Allied Stores Corporation and Connecticut Life Insurance, the then- owners and lessees of certain property in the City legally described in Exhibit A (the "Property"). The Utility Agreement provided that the sanitary sewer trunk lines and laterals, stonn sewer trunk lines and laterals, and water mains and laterals (referred to as "Utility Lines") installed by the owners to serve the Property were conveyed to the City and were thereafter maintained by the City. B. City has entered a Development Agreement with Prudential Financial Inc. ("Owner"), the majority owner of the Property, and WEA Southcenter LLC, a Delaware limited liability company ("Westfield"), a lessee and developer of the Property, with respect to development of a Project on the Property and, among other things, the conveyance of certain utilities by the City to the Owner. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City hereby agrees as follows: 1. City hereby transfers to Owner ownership of and maintenance responsibilIty for those Utility Lines identified in Exhibit A. Owner hereby grants an easement to the City for access to and inspection of new master water meters constructed as part ofthe Project. 2. This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 3. This Bill of Sale and the legal relations ofthe parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Washington, without regard to its principles of conflicts oflaw. C:\DOCUME-l \jane\LOCALS-l \Temp\BILLOF-I.DOC 1608 Fairview IN WITNESS \VHEREOF, this Bill of Sale was made and executed as of the date first above written. ON BEHALF OF THE CITY OF TUKWILA: Date of Execution: Steve Mullet, Mayor ATTEST: Jane Cantu, City Clerk APPROVED AS TO FORM: City Attorney ON BEHALF OF PRUDENTIAL FINANCIAL, INC.: By: Prudential Retirement Insurance and Annuity Company Its: Member By: Name: Title: Date of Execution: On this _ day of , 2005, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared before me , to me known to be the of the City of Tukwila, that executed the foregoing instrument, and acknowledged that he signed the same as a free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. SUBSCRIBED AND SWORN to before me this _ day of , 2005. C:\DOCUME-l \jane\LOCALS-l \ Temp\BILLOF-l.DOC 1608 Fauview Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My commission expires On this _ day of , 2005, before me, the undersigned, a Notary Public in and for the State \of Washington, duly commissioned and sworn, personally appeared before me , to me known to be the managing member of , a company, that executed the foregoing instrument, and acknowledged that he signed the same as a free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. SUBSCRIBED AND SWORN to before me this _ day of ,2005. Printed Name: NOTARY PUBLIC in and for the State of Washington, residing at My commission expires C:\DOCUME-l \jane\LOCALS-l \Temp\BILLOF-l.DOC TransportatiOn CommIttee November 14,2005 Page 2 calculate thIS Into p.m. peak trip costs for each of the four zones. The CIty WIll study the Improvements needed In each area each year, and from that a chart \vIll estImate impact fees for each area. Cyndy had revised the charts Sll1ce they were put Into the agenda, and those charts Include some but not all the land uses III a reference book she has One provIsIOn In the ordinance says if anyone development IS exempted, the CIty must pay what that exempted company does not pay. The CommIttee members went through the ordinance and suggested some clanfications. Pam C asked for a clanficatiOn about using eIther 6 or 10 years to payoff project costs, Recommend ordinance to CO\V. ~. Developer Agreement ordinanc\e ThIs ordinance would fonnalrze developer agreements in , I' ~he CIty, and would provide guidance about what should be included III them. One section provided flexibility in reqUIring adherence to regulations. Steve DIJ ulio SaId state law dictates that any developer agreement that comes after adoptiOn of a code must follow that code. The Committee did not have comments on the body of the ordinance. Recommend ordinance to CO\V. 5. South center Parkway Extension The City contracted with David Evans to design Southcenter Parkway from S. 180th _200th. Comments from TukWlla South (TS) project were mcluded at the beginning of the contract. That work is now 90% complete, and TS has reviewed the plans and proposed twelve new addItIons such as traffic sIgnals, bus pullouts, new intersections, a change in the size and level of the roadway, and utIlity work. This would require additional work from David Evans Mark Segale reported they are negotiating with the Schoenbachlers, and expect a final answer from them soon. Jim Morrow said he would come back to the CommIttee for addItional funding authorIzation after the Schoenbachlers and Segales work out nght-of-way issues. Information. 6. Project Funding JIm M has heard about the federal funding for Kllckitat and Southcenter Parkway. The funding for both has been cut 15% for Katrina aId, and the CIty will only be able to receive 20% reImbursement per year for the promised grant. Therefore, the CIty will need to fund the projects up front, and later get pard the grant In annual payments. Information. 9~ Committee chair approval V r..lmutes by LL