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HomeMy WebLinkAboutCAP 2007-08-14 Item 2B - Agreement - Westfield Southcenter Mall Development Agreement (Sign Code Amendment) City of Tukwila Steven M. Mullet, Mayor Department of Community Development Steve Lancaster, Director To: Community Affairs and Par6s Jack Pace, Acting Directo~ 14 August 2007 From: Date: Subject: Modification Westfield Development Agreement DCD File No. DA07-003 Background Westfield, the owner of Southcenter Mall, is undertaking a large scale redevelopment and expansion oftheir property. On December 5,2005, a development agreement, (the Agreement) was approved and executed between the City of Tukwila and Westfield that covered a wide array of issues including vesting of the project with existing Codes. Section 3.3 of the Agreement states that, "The provisions of the TMC, excluding building and fire codes... in effect on the EIS Issuance Date (which was October 6, 2004) shall apply to the Project. ..." A copy of the Agreement is attached. The Agreement also allows for modification (Section 9, (page 11) Binding Nature; Modification) when there is mutual agreement of the City Council and Westfield. Issue In conjunction with the expansion and redevelopment, Westfield has prepared a Comprehensive Exterior Resigning Plan for Southcenter. The Sign Code gives a sign allowance of 1,200 square feet to Westfield for "mall" signage, as opposed to individual tenant signage. An amendment of the City's Sign Code occurred in July 2005. The Required Section of the Permits Chapter (TMC 19.12.010) was changed to explicitly exclude any required permitting of signs whose message is not discernible from the public right-of-way, adjacent properties or adjacent businesses. Westfield's site is 85 acres and a large amount of signage is not discernible from adjacent streets; therefore, they would like to take advantage of the current City regulations for SIgnS. 6300 Southcenter Boulevard, Suite #100 · Tukwila, Washington 98188 . Phone: 206-431-3670 . Fax: 206-431-3665 Application of the July 2005 amendment ofthe Sign Code to the mall site would allow Westfield to exclude signage proposed for the interior ring road as well as signage along the new south building front and north faces on the garages. Signage in these locations is intended for directional way-finding on site for both vehicular and pedestrian customers. Proposal Westfield recommends the following language amendment to the existing Development Agreement. The proposed changes to the Vested Rights section are underlined and are as follows: 3.3 Vested Rights The provisions of the Tukwi1a Municipal Code ("TMC,") excluding building and fire codes pursuant to TMC Chapter 16 and the Tukwila Sign Code (TMC Chapter 19), in effect on the EIS 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. Notwithstanding the foregoing, the provisions ofthe Tukwila Sign Code (TMC Chapter 19) in effect on January L 2007 shall applvto the Proiect. In addition, pursuant to RCW 36.70B.170 (4) (Development Agreements - Authorized,) the City reserves authority 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 determined by the City Council, and only after notice and an opportunity to be heard has been provided to \Vestfield. 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. " Analysis Staff agrees that allowing the 2006 Sign Code to apply to the proposed exterior resigning package will have no negative impacts on the adjacent business community or the City as a whole. Tukwila's Board of Architectural Review found on April 26, 2007 that Westfield's proposal meets the City's design standards and guidelines. Recommendation Approve the language amendment to the Development Agreement and forward to the August 27 Committee of the Whole meeting for review. \\ Tuk2\vo13\HOME\l'vl0IRA \ma1l\07 capmemodevagree mod. doc DEVELOPMENT AGREEMENT BETWEEN THE CITY OF TUKWILA, WEA SOUTHCENTER LLC, AND PRUDENTIAL FINANCIAL INC., FOR THE EXPANSION AND RENOVATION OF WESTFIELD SOUTHCENTER MALL Section l: Parties 1.1 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.170 through .210 under which a local government may enter into a development agreement with any entity having ownership or control of real property within its jurisdiction. All three entities shall be known collectively as "the Parties" to this Agreement. Section 2: Recitals CONTRACT Z 3 0.5 1.5 2.1 Westfield Southcenter 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 corner of the block. The site, comprising 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 term 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.160 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 ("Pro t The It It Page lo 1(0 OR 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 "EIS entitled Westfield Shoppingtown Southcenter Expansion dated October 6, 2004 (the "EIS Issuance Date prepared pursuant to the State Environmental Policy Act, RCW 43.21C. 2.7 On December 3, 2004, the City approved a Complementary Parking and Administrative Parking Variance (the "Parking Decision subject to conditions that result in a reduction from the minimum 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 and the City desire assurance that the Project will be developed in accordance with the ordinances, resolutions, codes, rules, regulations and official policies of the City governing the development and use of land existing on the date of the EIS and subject to specific conditions of approval. This Agreement provides certainty and reduces the risk for all parties that the Project will be developed under the terms and conditions set forth herein. 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 terms and conditions of this Agreement. 2.11 The Tukwila City Council held a public hearing to consider this Agreement on November 28, 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 terms 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: 3.1 Term. 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 permit(s) needed to construct the entire Project, unless the Parties sooner agree in writing to terminate or extend this Agreement "Term The Term of this Agreement shall be tolled pending any appeals of any land use permits or approvals granted by the City necessary to complete the Project, and pending any delays in receipt of approvals or appeals of any state or federal agency necessary to complete the Project. Once Westfield submits a complete building permit application for the Project, this Agreement shall continue until such building permits (including any extension to the terms Page2o l4 thereof) expire, or until the City issues all required certificates of occupancy, whichever occurs first. 3. 2 Effective Date. This Agreement shall become effective on the first date on which all Parties have executed this Agreement. 3.3 Vested Rights. The provisions of the Tukwila Municipal Code "TMC excluding building and fire codes pursuant to TMC Chapter 16, in effect on the EIS 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.170(4) (Development Agreements Authorized), the City reserves authority 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 determined 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 terms and conditions of this Agreement shall apply to the Project, provided that, should an irreconcilable conflict arise between a term or condition in this Agreement and a term 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 terms 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 remainder 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 SEPA 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 §197- 11- 600(3)(b) (Part Six Using Environmental Documents, SEPA Rules) are triggered. 4.4 Future Building Permits. The Parties acknowledge that the Project will require building permits and that conditions may be imposed on such building permits based upon applicable building and fire codes. Page 3 o/) jp Section 5: Transportation 5.1 Transportation Concurrence. 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 permitting for the Project. 5.2 Transportation Impact Fees. a. The Parties have completed the technical analysis to determine 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: I Project I Link or Intersection Impact Fee Due I 96-RW18 I Southcenter Parkway 168 $15,200 93 -RW 11 I West Valley Strander $43,120 89-RW13 I Interurban Bridge I $19,920 84 -RWO7 Minkler (Andover Park West to Southcenter $0 Parkway) 88 -RW04 Andover Park West (Tukwila Parkway to $271,150 Strander Blvd) I 03-RWO5 I Andover Park East Minkler $25,960 84 -RWO3 Southcenter Parkway (180th to South City $16,470 Limits) 02 -RWO4 Southcenter Blvd. (51st to Tukwila $184,000 International Blvd.) 89 -RWO5 I East Marginal (BAR to 112th) $0 84 -RW 19 Tukwila Urban Access /Klickitat Improvements (Southcenter Parkway to I -5) $504,120 Total Transportation Impact Fees for the Project $1,079,940 Note 1: This reflects $1,350,360 fee due for this transportation project less a credit of $846,240 for the Owner's dedication of right -of -way for this transportation project. 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 permits for the Project based upon the proportional trips generated from the square footage of Page 4 oV' J /p development proposed in such building permits as compared to the trips generated from full buildout. 5.3 Tukwila Urban Access /Klickitat Improvement Proiect. The City has begun design of the Tukwila Urban Access /Klickitat Improvement project, Project 84 -RW19 (the "Klickitat Project The Parties agree that the design will include as a design alternative a new vehicular ingress only "slip ramp" (the "Slip Ramp that will provide access by northbound traffic north of Strander Boulevard down into the Property, a pedestrian access via a separated pedestrian walkway from Southcenter Parkway, and a retaining wall as necessary to support the Southcenter Parkway improvements for Phase I (the "Klickitat Wall If the Sears Tire, Batteries and Accessories (TBA) store is built prior to the construction of the Klickitat Project, Westfield shall build a retaining 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 with the Klickitat Wall. 5.4 Transportation Improvement Proiect Credit. Westfield and /or Owner shall dedicate the right -of -way necessary for the Klickitat Project. Westfield and/or Owner shall also dedicate, at no expense to the City, the right -of -way necessary for the Slip Ramp and the separated pedestrian access, if Westfield agrees to fund these additional improvements. Westfield has received a credit in the amount of $846,240 against the Traffic Impact Fees for the dedication of right of way necessary for the Klickitat Project. This credit is reflected in the reduced Transportation Impact Fee delineated in Section 5.2. 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 61 Avenue South Bridge Widening Tukwila Urban Access /Klickitat Improvement Project Westfield shall receive a credit against the assessment for the Tukwila 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 Access /Klickitat 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 5oJW 5.6 Frontage Improvements. a. Westfield shall 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 line (all these improvements are hereinafter referred to as "Frontage Improvements The Frontage Improvements shall be designed and constructed consistent with the following: 1. Landscaping shall be completed pursuant to the Tukwila Street Tree Program for the CBD Sidewalk Project; however, tree placement is preferred between traffic and sidewalk whenever practicable. 2. Sidewalk sections shall be concrete and 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 light 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 width is consistent with 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 determines that sight distance or turning radius standards cannot be met, the pole or obstruction shall be relocated at Westfield's expense, or Westfield shall provide engineering substantiation demonstrating that turning movement and sight distance standards will be met without such relocation. 4. All public sidewalks may be installed 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 conflict shall be resolved by mutual agreement of the Parties. b. The westerly access on Strander Blvd. shall 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 Pond Park. Westfield shall construct a traffic signal with full 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 shall provide notice to Westfield and a reasonable opportunity to comment and propose alternative measures to address potential safety concerns. c. Westfield shall provide restriping, if necessary, so that channelization in Baker Blvd. matches changes in the Andover Park West /Baker Blvd. intersection. Page 6 o yel 1� 6.2 Water Service. d. Westfield shall provide the City with easements for the maintenance of the traffic signal loops that are present on the Property. The City shall bill Westfield on an annual basis for the actual maintenance 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, all 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. To accommodate sidewalks, utilities and temporary construction, Westfield shall provide a new 15 -foot wide easement along Andover Park West in those areas of the existing 10- foot and 5 -foot easements. The existing 10 -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 shall 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. a. A water availability certificate shall be issued by the City upon Owner and Westfield completion of the following: 1. Submission of a site survey locating the existing 8 -inch water line along Southcenter Parkway and its 15 -foot easement, and an accurate provision of a new easement, if needed, that coincides with the actual location of the water line. Page 7oV') Ito 2. Installation, at Westfield's expense, of two 10 -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 infrastructure between the two valves, except water meters exterior to the building, which shall belong to the City pursuant to TMC Chapter 14.04 (Water Rates and Regulations). 3. Upsizing, at Westfield's expense, to a new 12 inch water line, those portions of the existing 10 -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 of the 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 shall install these meters. Exhibit F shows the City's responsibilities for the installation of the meters. The City agrees to waive the permanent installation meter fees. Westfield shall meet current City standards for all new connections as follows: 1. Installation of a reduced pressure principle assembly "RPPA between each water supply meter and the building, locating each RPPA 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. existing. 6.3 Sewer Service. 4. Provision of an easement benefiting the City for each meter, new or c. The City shall include the capacity provided by the new line in its fire flow modeling. a. In 2006, the City shall repair the sewer line north of Mervyn's to remove the bow in the pipe. b. Upon the City's completion of sewer line repair work north of Mervyn's, Owner and Westfield shall 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 stormwater 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 Page 8 of to quantity relative to existing conditions. The EIS further concluded that because the Project 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 stormwater detention will be required as part of the Project. Westfield has agreed to include additional stormwater quality 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 installed 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 form generally as attached hereto as Exhibit G, 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. Section 7: Remaining Development Conditions 7.1 Power Supply 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 Southcenter Parkway and approximately S. 168 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 former Doubletree Inn, and tie into the existing spare conduits on the west side of the shopping center campus. At this west side location, new conduit pathway and vault infrastructure will 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 increased 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 Page 9o,' demand, Westfield shall protect and provide maintenance access to the existing communications 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). If 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 Oualitv 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 Emeraencv 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 Southcenter 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, fencing, 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 security measures. b. Radio Communications. Westfield shall coordinate during design and construction of the Project to establish a mutually acceptable Tukwila Police Department and Fire 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 Tukwila Police Department personnel to support Property safety and security. d. Property Liahtina 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 Recvclina 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 )ej 7.7 Parking Stall Dimension. Westfield shall be allowed to maintain its existing parking stall striping 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, convey or 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 terms 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, Owner /Westfield 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 performance 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 information 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 binding on the Parties to this Agreement and their heirs, successors and assigns, from the effective date through the term of the Agreement. 9.2 Modification or Termination of Agreement. a. This Agreement may be modified or terminated 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 terminated and of no further force and effect upon the completion of the Project in accordance with the terms and conditions of this Agreement, including issuance of all required occupancy permits. 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 Section 10: General Terms 10.1 Venue. Venue for all disputes arising under or connected with this Agreement and its component parts shall be the Superior Court of King 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 police power in any manner inconsistent with this Agreement. 10.3 Covenant Runnine 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 following the effective date of this Agreement with the Real Property Records Division of the King County Records and Elections Department. 10.4 Owner's and Westfield's Responsibility. Any act or omission required of or permitted 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. 10.6 Specific Performance. In the event that any Party fails to perform as set forth in this Agreement, the non defaulting Party or Parties shall be entitled to pursue specific performance against the defaulting Party. The Parties acknowledge that money damages and remedies at law generally are inadequate and specific performance 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. 10.7 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 terms and provisions of this Agreement. Page 12 of jam' 1 10.8 Other Conditions. The Parties acknowledge that fire and building code conditions may be imposed on building permits issued for the Project. 10.9 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 full force and effect. 10.10 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 delivered 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 of Tukwila: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 For the Owner: Prudential Financial Inc. c/o Daniel J. Kelley 8 Campus Drive 4th floor Parsippany, NJ 07054 For Westfield: WEA Southcenter LLC c/o Westfield Corporation, Inc. Office of the Legal Counsel 11601 Wilshire Blvd., Suite 1100 Los Angeles, CA 90025 -1748 Any Party may, upon ten (10) days written notice to the other Parties, substitute an alternative address for that listed above, either for a particular duration or permanently. 10.11 Authority to Execute. The City, Owner and Westfield represent and warrant that they have the respective power and authority, and are duly authorized to execute, deliver, and perform all of the obligations under this Agreement. Page 13 of_' 10.12 Mutual Drafting and Construction. The Parties agree that each of them participated fully in the negotiation and drafting of this Agreement and the rules of construction of ambiguities against the drafter shall not apply to any Party. 10.13 Counterparts. This Development Agreement may be executed in counterparts, each of which shall be deemed an original. Exhibit Description A Property Map B Property Legal Description C. Parking Decision D. BAR Decision E. Frontage Improvement Design F. City of Tukwila Water Meter Detail G. Utility Turnover Document ON BEHALF OF THE CITY OF TUKWILA: Steve Mullet, Mayor ATTEST: t a w Jane Cantu, City Clerk APPROVED -A FORM: 3 Attor, Section 11: List of Exhibits Date of Execution: /2/1/66 ON BEHALF OF PRUDENTIAL FINANCIAL, INC.: By: Prudential Retireme .t Insurance and Annuity Company Its: Member By: Name: /lam 1 Title: 1;. Date of Execution: 7 On this day of D_ 4F 2005, before me, the undersigned, a Notary Public in and for the State of 2) July commissioned and sworn, personally appeared before me A- I Ie,o r e a me known to be the managing member of Q(u_c12„ -t a-t_ F A)(4-v3 c„ t a 1) o, `i pis e-y 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 of 62,- t, 2005. P} 0 Printed Name: I�ll i'; \IA r 7 :1181.1G IL DLY N „NOTARY PUBLIC in and for the State of r3 .is1� ;_'P AR. 22.2008 ten,°--residing at L39 /iTe" Ci a.4.2/G7 0.708 3 My commission expires Page 15off ON BEHALF OF WEA SOUTHCENTER LLC By: Its: S& Fire p. On this /3 day of Vecamb« Notary Public in and for the State of personally appeared before me Pe.Fr said instrument. SUBSCRIBED AND SWOI3V to before me this /3 day of /hriru.i n '2 4a Printed Name: Ninie A?. it Hi- NOTARY PUBLI in and for the State of Ca /i fora' w W a l�i�igto�� res ing at Los 4i ues My commissio/ expires Apr a008' N*IE M. !Ei1EL CommMNon 1478766 Notont Public CdK0m 0 1 Los Angeles Counly My Comm. Expires APt 21, By: Westfield America Limited Partnership, a Delaware limited liability company By: Westfield America,, Inc. a Missouri corporation, its general partner Date of Execution: at, See n o f 6 /0a■ 2005, before me, the undersigned, a duly commissioned and sworn, instrument, and acknowledged that h signed the same as a free and voluntary act and deed for the uses and purposes therein ment ned, and on oath stated that he is authorized to execute the Page 16 of 16 eempany, executed the foregoing 2005. STATE OF CALIFORNIA) COUNTY OF LOS ANGELES) ss. On December 13, 2005 before me, Annie M. Zettel, personally appeared Peter Schwartz personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature m. ,7. -c-7 7" (Seal) ANNIE M. 2ETTEL Commission 1478766 Notary Public California Los Angeles County My Comm. Expires Apr 21, 2008 EXHIBIT A WESTFIELD SOUTHCENTER MALL EXPANSION I AND II DIAGRAM PARCEL 1: EXHIBIT B LEGAL DESCRIPTION THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON; AND OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 26; AND OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON; AND OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 23; AND OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 55, IN KING COUNTY, WASHINGTON; AND OF BROOKVALE GARDEN TRACTS, ACCORDING TO PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 47, IN KING COUNTY, WASHINGTON; AND OF THE W.H. GILLIAM DONATION LAND CLAIM NO. 40, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE NORTH 00 °12'09" WEST ALONG THE NORTHERLY PRODUCTION OF THE EAST LINE OF SAID SUBDIVISION 406.49 FEET; THENCE SOUTH 89 °47'51" WEST 30 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE NORTH 87 °25'13 WEST 526.42 FEET; THENCE SOUTH 00 °19'36" WEST 30.02 FEET; THENCE NORTH 87 °25' 13" WEST 253.52 FEET; THENCE SOUTH 00 °19'36" WEST 366.84 FEET TO THE NORTH LINE OF THE SOUTH 40.00 FEET OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE NORTH 89 °40'24" WEST ALONG SAID NORTH LINE 179.20 FEET TO AN INTERSECTION WITH A LINE WHICH BEARS NORTH 00°19'36" EAST FROM A POINT ON THE SOUTH LINE OF SAID SECTION 23, WHICH IS 341.40 FEET EAST OF THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE SOUTH 00 °19'36" WEST 14.00 FEET; THENCE NORTH 89 °40'24" WEST 10.50 FEET; THENCE SOUTH 00 °19'36" WEST 36.83 FEET; THENCE NORTH 89 °40'24" WEST 7.90 FEET; THENCE SOUTH 00 °19'36" WEST 42.17 FEET; THENCE NORTH 89 °40'24" WEST 72.00 FEET; THENCE SOUTH 00 °19'36' WEST 96.00 FEET; THENCE NORTH 89 °40'24" WEST 226.00 FEET; THENCE NORTH 00 °19'36" EAST 138.17 FEET; THENCE NORTH 89 °40'24" WEST 79.90 FEET; THENCE NORTH 00 °19'36" EAST 10.83 FEET TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE NORTH 89 °40'24" WEST ALONG SAID EXTENSION 10.50 FEET; THENCE NORTH 00 °19'36' EAST 40.00 FEET; THENCE NORTH 89 °40'24" WEST 151.60 FEET; THENCE NORTH 00°19'36" EAST 790.45 FEET TO THE NORTHEAST CORNER OF THAT PORTION OF THE SOUTHCENTER PARKWAY VACATED BY ORDINANCE NO. 555, CITY OF TUKWILA, AND AS RECORDED UNDER RECORDING NO. 6516239, TN KING COUNTY, WASHINGTON, SAID NORTHEAST CORNER ALSO BEING A POINT ON A 565.79 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST, THROUGH WHICH A RADIAL LINE BEARS SOUTH 04 °34'32" EAST; THENCE WEST ALONG SAID CURVE AND THE SOUTHEASTERLY MARGIN OF SAID SOUTHCENTER PARKWAY, 282.00 FEET TO A POINT OF COMPOUND CURVE TO THE LEFT OF A 339.07 FOOT RADIUS; THENCE SOUTHWESTERLY ALONG SAID CURVE 37.76 FEET TO THE MOST NORTHERLY POINT OF A TRACT OF LAND CONVEYED TO THE CITY OF TUKWILA BY DEED RECORDED UNDER RECORDING NO. 6516243, IN KING COUNTY, WASHINGTON; THENCE CONTINUING SOUTHWESTERLY ALONG SAID CURVE AND SOUTHEASTERLY MARGIN 312.17 FEET; THENCE SOUTH 89 °39'00" WEST ALONG SAID SOUTHEASTERLY MARGIN 17.04 FEET TO THE EASTERLY MARGIN OF SAID SOUTHCENTER PARKWAY (FORMERLY 57TH AVENUE SOUTH) AS DEEDED TO THE CITY OF TUKWILA AND RECORDED UNDER RECORDING NO. 5735981; THENCE SOUTH 00 °21'00" EAST ALONG SAID EAST MARGIN 438.12 FEET TO AN ANGLE POINT THEREIN; THENCE SOUTH 00 °23'45" EAST ALONG SAID EAST MARGIN 633.44 FEET TO THE 1 NORTHERLY LINE OF STATE HIGHWAY RIGHT OF WAY; THENCE NORTH 89 °52'42" EAST ALONG SAID NORTHERLY LINE 5.31 FEET TO THE EASTERLY LINE OF SAID STATE HIGHWAY RIGHT OF WAY; THENCE SOUTH 00 °07' 18" EAST ALONG SAID EASTERLY LINE 134.50 FEET TO THE SOUTHEASTERLY LINE OF SAID RIGHT OF WAY; THENCE SOUTH 43 °25'OS" WEST ALONG SAID SOUTHEASTERLY LINE 6.74 FEET TO THE AFORESAID EAST MARGIN OF SOUTHCENTER PARKWAY; THENCE SOUTH 00 23'45" EAST ALONG SAID EAST MARGIN 471.45 FEET TO THE BEGINNING OF A CURVE TO THE LEFT OF A 50 FOOT RADIUS; THENCE ALONG SAID CURVE 77.70 FEET TO A POINT OF TANGENCY ON THE NORTH LINE OF STRANDER BOULEVARD (FORMERLY SOUTH 164TH STREET), AS DEEDED TO THE CITY OF TUKWILA BY QUIT CLAIM DEED FROM SOUTHCENTER CORPORATION ON FEBRUARY 14, 1963; THENCE SOUTH 89 °26'22" EAST ALONG SAID NORTH LINE 588.31 FEET; THENCE SOUTH 89 °30'56" EAST ALONG SAID NORTH LINE 1255.52 FEET TO THE BEGINNING OF A CURVE TO THE LEFT OF A 50 FOOT RADIUS; THENCE ALONG SAID CURVE 79.14 FEET TO THE WEST LINE OF ANDOVER PARK WEST, AS DEEDED TO THE CITY OF TUKWILA BY QUIT CLAIM DEED FROM SOUTHCENTER CORPORATION ON NOVEMBER 1, 1962; THENCE NORTH 00°12'09" WEST ALONG SAID WEST LINE 1652.93 FEET TO TRUE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON; AND OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 23; AND OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 55, IN KING COUNTY, WASHINGTON; AND OF BROOKVALE GARDEN TRACTS, ACCORDING TO PEAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 47, IN KING COUNTY, WASHINGTON; AND OF THE W.H. GILLIAM DONATION LAND CLAIM NO. 40, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE NORTH 89 °40'24" WEST ALONG THE WESTERLY EXTENSION OF THE SOUTH LINE THEREOF 217.00 FEET; THENCE NORTH 00°19'36" EAST 40.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 °40'24" EAST 151.60 FEET; THENCE NORTH 00 °19'36" EAST 182.00 FEET; THENCE SOUTH 89 °40'24" EAST 406.80 FEET; THENCE SOUTH 0001936 WEST 182.00 FEET; THENCE SOUTH 89 °40'24" EAST 179.20 FEET; THENCE NORTH 00°19'36" EAST 366.84 FEET; THENCE SOUTH 87°25'13" EAST 253.52 FEET; THENCE NORTH 00 °19'36" EAST 208.77 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT OF A 45 FOOT RADIUS; THENCE ALONG SAID CURVE 45.96 FEET TO A POINT OF COMPOUND CURVE; THENCE ALONG A CURVE TO THE RIGHT OF A 122.35 FOOT RADIUS 63.68 FEET TO THE SOUTHERLY MARGIN OF TUKWILA PARKWAY AS DEEDED TO THE CITY OF TIJKWILA AND RECORDED UNDER RECORDING NO. 5735981, IN KING COUNTY, WASHINGTON; THENCE SOUTH 88 °40'00" WEST ALONG SAID SOUTHERLY MARGIN 76.15 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT OF A 1472.39 FOOT RADIUS; THENCE ALONG SAID CURVE AND SOUTHERLY MARGIN 423.38 FEET; THENCE NORTH 74 °51'30" WEST ALONG SAID SOUTHERLY MARGIN 407.05 FEET TO THE BEGINNING OF A CURVE TO THE LEFT OF 552.62 FOOT RADIUS; THENCE ALONG SAID CURVE AND SOUTHERLY MARGIN 185.63 FEET TO A POINT FROM WHICH THE TRUE POINT OF BEGINNING BEARS SOUTH 00 °19'36" WEST; THENCE SOUTH 00 °19'36" WEST 788.90 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THE SOUTH 110.00 FEET OF THE WEST 151.60 FEET THEREOF; ALSO EXCEPT THAT PORTION THEREOF CONVEYED TO THE CITY OF TUKWILA BY DEEDS RECORDED UNDER RECORDING NOS. 8603140908, 8603140909 AND 8603140910. 2 PARCEL 3: THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON; AND OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 23; AND OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 55, IN KING COUNTY, WASHINGTON; AND OF BROOKVALE GARDEN TRACTS, ACCORDING TO PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 47, IN KING COUNTY, WASHINGTON; AND OF THE WIT. GILLIAM DONATION LAND CLAIM NO. 40, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE SOUTH 89 °40'24" EAST ALONG THE SOUTHERLY LINE OF SAID SOUTHWEST QUARTER 341.40 FEET; THENCE NORTH 00 °19'36" EAST 107.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE NORTH 00 °19'36" EAST 114.25 FEET; THENCE NORTH 89 °40'24" WEST 406.80 FEET; THENCE SOUTH 00 °19'36" WEST 114.25 FEET; THENCE SOUTH 89 °40'24" EAST 90.40 FEET; THENCE NORTH 00 °19'36" EAST 27.42 FEET; THENCE SOUTH 89 °40'24" EAST 226.00 FEET; THENCE SOUTH 00 °19'36" WEST 27.42 FEET; THENCE SOUTH 89 °40'24" EAST 90.40 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 4: THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 23, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE NORTH 89 °40'24" WEST ALONG THE WESTERLY EXTENSION OF THE SOUTH LINE OF SAID SOUTHEAST QUARTER 65.40 FEET; THENCE NORTH 00°19'36" EAST 40.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 00 °19'36" EAST 110.00 FEET; THENCE NORTH 89 °40'24" WEST 151.60 FEET; THENCE SOUTH 00 °19'36" WEST 110.00 FEET; THENCE SOUTH 89 °40'24" EAST 151.60 FEET TO THE TRUE POINT OF BEGINNING. 3 EXHIBIT C City of Tukwila Department of Community Development Steve Lancaster, Director PARKING DECISION 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, Permit Application Types and Procedures" I. Project Information Steven M. Mullet, Mayor File Number: L04 -055 Complementary Parking Approval and Administrative Parking Variance Type of Permit Request: Location: 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. The site is southeast of the intersection of I -5 and I -405 and is bounded by Strander Boulevard, Southcenter Parkway, Tukwila Parkway, and Andover Park West. Associated Files: L04 -049 Design Review E03 -010 State Environmental Policy Act Applicant: Greg Fitchitt, Development Director Owner: Westfield Corporation, Inc. Notification: Notice of Application for this Type 2 permit was mailed to surrounding properties and posted on the site on August 26, 2004. Comprehensive Plan Designation: Tukwila Urban Center Notice of Decision SEPA Compliance: Zone Designation: Tukwila Urban Center L04 -055 Westfield Shoppingtown Southcenter Complementary and Administrative Parking Variance A Determination of Significance was issued on July 29, 2003. The Draft Environmental Impact Statement was issued on June 21, 2004 and the Final Environmental 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 Parkine. 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, from 1,594,402 square feet to 1,506,202 square feet. Administrative Parkine 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 (11) feet of land 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 of 2 Notice of Decision L04-055 Westfield Shoppingtown Southcenter Complementary and Administrative Parking 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. III. Your Appeal Rights This is a Type 2 depision issued pursuant to Section 18.104.010 Tukwila Municipal Code (TMC) "Classification of Project Permit Applications, Permit 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 King 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 ofthis 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 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 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. Page 3 of3 Notice of Decision L04 -055 Westfield Shoppingtown Southcenter Complementary and Administrative Parking Variance 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. 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 pending 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 information regarding property tax valuation changes. Steve Lancaster, Director Department of Community Development City of Tukwila Page 4 of 4 EXHIBIT D City of Tukwila 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, Permit Application Types and Procedures Chapter, Tukwila Municipal Code (TMC,)" (18.104.170 TMC) on the following project approval. I. Project Information Steven M. Mullet, Mayor 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 nonconforming 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 outlying 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 nonconforming conditions to continue per the Nonconforming Lots, Structures and Uses Chapter (18.70.080 (B) Tukwila Municipal Code (TMC.)) Location: The site is southeast of the intersection of I -5 and I -405 and is bounded by Strander Boulevard, Southcenter Parkway, Tukwila Parkway, and Andover Park West. Associated Files: L04 -055 Complementary Parking and Parking Variance E03 -010 State Environmental Policy Act Notice of Decision Applicant: Owner: Notification: SEPA Compliance: Comprehensive Plan Zoning Designation: Design Review Conditions: Nonconforming Landscape Condition: L04 -055 Westfield Shoppingtown Southcenter Complementary and Administrative Parking Variance Greg Fitchitt, Development Director Westfield Corporation, Inc. Notice of Application for this Type 4 permit was mailed to surrounding properties and posted on the site on August 26, 2004. Tukwila Urban Center A Determination of Significance was issued on July 29, 2003. The Draft Environmental Impact Statement (EIS) was issued on June 21, 2004 and the Final EIS on October 7, 2004. II. Decision Based upon the plans and information submitted in connection with this application; the decision on the complimentary parking and parking variance application (file number L04 -055;) the finding 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. 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 Criteria, 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 permitted list of materials. Wood shall be modified to specify its minimum usage. A Landscaping element shall also be added with the objective that plant material be used to provide transitions between building and pedestrian areas, soften building edges, provide focal points where needed and create interest and detail. 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 parking 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 11 feet in 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 Variance 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 of the Board of Architectural Review Decision is permitted. 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 b eing appealed; (b) the h arm suffered o 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 of 4 Notice of Decision L04 -055 Westfield Shoppingtown Southcenter Complementary and Administrative Parking Variance Any party wishing 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 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 for this approval and any other pending permit applications for the development of the subject property is final. VI. Inspection of Informatidn 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 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 Can 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 information regarding property tax valuation changes. Department of Community Development City of Tukwila Page 4 of 4 dO D 9003-93-g ,0017 :1\10S DOVINOLIA .X3 NO.LONIHSV/v1 vion>ini. TWIN El9iNoHinos .133M N8Vc1 AoaNv NIVN38 01 S1NY z N.c cc) ._J Cr1 Lai u, Ce 0 2 C CD 5 a. 3 1JJ Cr 0 C.> 2 M 3; Ul -CC LGI 1-11 LA..1 c,, M -tC M (171 17) cr) i...., fa,. 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V1A1L DROP BOX 30 25 fiZn POST OFFICE DRIVE -THRU X w 20 EX STING GRADE PROPOSED GRADE 0 10 20 30 A \DOVER PAR ANDOVER PARK WEST 40 50 60 C WEST AT POST OFFICE SOUTHCENTER MALL TUKWILA, WASHINGTON FRONTAGE IMPROVEMENTS EXHIBIT SCALE: 10' 5 -25 -2006 70 w D z EXHIBIT E (4 OF 8) 80 30 25 20 0 EXISTING GRADE 6' CONCRETE SIDEWALK 10 20 30 40 A\DOVER PARK WEST AT ANDOVER PARK WEST 50 KEY BA\ 60 SOUTHCENTER MALL TUKWILA, WASHINGTON FRONTAGE IMPROVEMENTS EXHIBIT SCALE: 10' 5 -25 -2006 70 w H- w C9 80 EXHIBIT E (5 OF 8) 45 40 35 30 0 w C) PA SOUTHCENTER PARKWAY 10 20 EXISTING GRADE SO EX. ASPHALT SIDEWALK TO BE REMOVED EX. LANDSCAPE NEW 6' SIDEWALK (WALKWAY TO ROUTE BEHIND EXISTING L GHT POLES) 30 40 50 THCE\TER PARKWAY 60 70 80 SOUTHCENTER MALL TUKWILA, WASHINGTON FRONTAGE IMPROVEMENTS EXHIBIT SCALE: 1" 10' 5 -25 -2006 PARKING EXHIBIT E (6 OF 8) TUKW LA PARKWAY EXISTING GRADE NEW 6 (MAX.) CONCRETE SIDEWALK 0 10 20 EX. ,ASPHALT S DEWALK TO BE REMOVED 30 40 T, <WILA PAR EX. LANDSCAPE PARKING 0 50 <WAY 60 SOUTHCENTER MALL TUKWILA, WASHINGTON FRONTAGE IMPROVEMENTS EXHIBIT SCALE: 1" 10' 5 -25 -2006 70 80 EXHIBIT E (7 OF 8) 30 25 20 0 PARKING EXISTING GRADE 10 20 30 A \3OVER PAR EX. SIDEWAL TO REVA N K 0 r EXISTING ASPHALT TO BE 40 WEST AT ANDOVER PARK WEST REMOVED EXISTING 'ROLL' CURB TO BE REMOVED. NEW CURB AND GUTTER EW LANDSCAPE AREA V 50 60 ERVYVS SOUTHCENTER MALL TUKWILA, WASHINGTON FRONTAGE IMPROVEMENTS EXHIBIT SCALE: 1" 10' 5 -25 -2006 70 80 EXHIBIT E (8 OF 8) EXHIBIT F METER INSTALLATION WESTFIELD SOUTHCENTER MALL EXPANSION I AND II To: File Contract 05 -123 From: Jim Morrow P.E. Public Works Director 0 Date: 04.15.2005 0 P\A1)L2 Subject: Contract 05 -123 Development Agreement between WEA Southcenter, LLC, and Prudential Financial Inc., For the Expansion and Renovation of Westfield Southcenter Mall Cc: CGity Clerk's City Attorney Jill Mosqueda t7p� kpa CCU T i a_D INFORMATION MEMO Section 6. Water, Sewer, and Surface Water Utilities contains item 6.2.a.3 that requires upsizing parts of the 10 -inch water main to 12" pipe. Public Works and Westfield agree that this requirement is not necessary. All 10" pipe that is relocated can be replaced with 10" pipe. EXHIBIT G BILL OF SALE OF UTILITY FACILITIES RECITALS 6l./{4 ALE 12A. v 71,4 (Li 6 frqc THIS BILL OF SALE FOR UTILITY FACILITIES "Bill of Sale is made as of 7rudential 2005, by and between City of Tukwila, a Washington municipal corporation "City and Financial Inc.( "Owner 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, storm 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 of the 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 of the 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 of law. IN WITNESS WHEREOF, this Bill of Sale was made and executed as of the date first above written. ON BEHALF OF THE CITY OF TUKWILA: Steve Mullet, Mayor ATTEST: Jane Cantu, City Clerk ,y APPROVED AS TO FORM: Prtitleatia Its: Mcmbef- By: Name: Title: Stever M Ma.AM. U Date of Execution: f2,1'1 S Date of Execution: /2./i /66 J 3U, 2005, before me, the undersigned, a On this day of Notary P lic in and for the State of Washington, duly commissioned and sworn, personally appeared before me e. F\ /h muller, to me known to be the M of the City of Tukwila, that executed the foregoing instrument, and acknowledged that�d 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 7 day of be,e, RobeA± /L&aM Printed Name: Pt 1-4 Bake( NOTARY PUBLIC in and for the State of Washington, residing at My commission expires -67 5.9 C: \Documents and SettingsUim- M\Local Settings \Temp \hilt ofsale.doc 8, X0 I 49 AP Fily •µ'•rd. 6 2005.