HomeMy WebLinkAboutCAP 2008-06-23 Item 2C - Contract Amendment #2 - WEA Southcenter Development Agreement Regarding Signage (Westfield Mall)
City of Tukwila
Jim Haggerton} Mayor
Department of Community Development
Jack Pace} Director
To:
Community Mfairs and Parks
Jack Pace, Directo~
18 June 2008 ~
From:
Date:
Subject:
Second Amendment 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 ofthe 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. Attachment B
The Agreement allows for modification (Section 9, (page 11) Binding Nature;
Modification) when there is mutual agreement of the City Council and Westfield. A First
amendment to the Agreement was approved by the City in 2007 to provide that Westfield
was vested to the provisions of the Tukwila Sign Code, in effect on January 1, 2007 as
opposed to provision in effect on the EIS Issuance Date.
Issue
As part of the Tukwila Centennial Celebration and with Westfield's permission, the
Centennial Committee commissioned and hung temporary signs on the two new garages
at Southcenter Mall. There are five Tukwila Life signs per garage. The signs vary in size,
some are 240 others are 300 square feet.
Westfield requests approval to continue signage on the garage walls for products or
services available at the mall. The proposal is to have a total of eleven signs that are each
a maximum of288 square feet in area and dimensionally 12 by 24 feet. Exhibit Din
Attachment A
Page 1 of 3
6300 Southcenter Boulevard} Suite #100 · Tukwila} Washington 98188 · Phone: 206-431-3670 .. Fax: 206-431-3665
Analysis
The Tukwila Sign Code was developed over 30 years ago. The character of suburban
malls has changed and the intensity of development in Tukwila has changed. The
expectation in the current Code is that businesses occupy the buildings upon which their
signs are placed. What signage, if any, should be allowed on parking garages?
Westfield would like the opportunity to provide signage on their garages and utilize the
hardware used for the Tukwila Life signs. The proposed "Brand Alliance" signage will
refer to products, services or businesses that are on the mall property, thus qualifying the
signs as "on-premise signs."
The Tukwila Sign Code refers to two types of signs for malls:
.:. Individual businesses in a mall, and
.:. Signs for the center as a whole.
The Code generally limits signs to a maximum size limit of 500 square feet on a
building's face. The proposed signs are 288 square feet and two are proposed on each
face. See Exhibit D in Attachment A.
Because of the Tukwila Life signs, the community has had the opportunity to analyze the
visual impact of the size and location of the proposed "Brand Alliance" signs. Garages in
the commercial area of the City are a new phenomenon. The Mall is a unique
development due to its size and its complex pattern of development. Negative comments
have not been received regarding the number and size. The Brand Alliance signage
should be favorably considered.
Proposal
Westfield requests the following signage amendment to the existing Development
Agreement.
Brand Alliance Signs
Brand Alliance signs are "on -premises signs" as defmed in the Definitions
Section of the Sign Code (TMC 19.08.140,) that display through copy and or
images, goods sold or services rendered on the premises. Signs that display only
the name of the business are not Brand Alliance signs. Brand Alliance signs are
authorized on the garages subject to the following criteria:
1. Brand Alliance signage shall not include tobacco or alcohol advertisements.
2. The mall name may be included on Brand Alliance signage in combination
with the advertisement of services and/or goods sold on the premises in a
subordinate role, in addition to the signage allowed in the "Identification
Signs for the Center as a Whole.".(TMC 19.32.155.)
Page 2 of 3
3. A tenant name may be included in a Brand Alliance sign in a subordinate role
when in combination with advertisement of goods or services in addition to
the permanent signage allowed for that tenantlbusiness.
4. A permanent sign permit is required for each Brand Alliance sign.
5. A sign permit is not required to change the copy, frame, lighting or
orientation.
6. No change is allowed in the number of or general location ofthe Brand
Alliance signs as shown on Exhibit D in Attachment A.
7. Brand Alliance signage is not allowed on the main mall building.
Recommendation
Approve the Second Amendment to the Development Agreement (Attachment A) and
forward to the July 14 Committee of the Whole meeting for review.
Attachments
A Second Amendment to Development Agreement
B Development Agreement
Q:\mall\08capmemoseconddevagree mod.doc
Page 3 of 3
Contract # 05-123B
SECOND AMENDMENT TO DEVELOPMENT AGREKMENT
BETWEEN THE CITY OF TUKWILA,
WEA SOUTHCENTER LLC,
FOR THE EXPANSION AND RENOVATION
OF WESTFIELD SOUTH CENTER MALL
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ("Second
Amendment") is entered into by and between the City of Tukwila, a Washington Non-Charter
Optional Municipal Code City (the "City") and WEA Southcenter LLC, a Delaware limited
liability company ("Westfield"), the majority owner and developer of the Property (defined
below).
RECITALS
A. The City, Westfield and Prudential Financial Inc. ("Prudential") entered into that
certain Development Agreement (Contract No. 05-123) recorded under King County Recording
No. 20060621000329 (the "Development Agreement"). The Development Agreement (File
No. DA7-003) related to the expansion and renovation of the Westfield Southcenter Mall
development site (the "Project"), as depicted and legally described and in Exhibit A and Exhibit
B, respectively, ofthe Development Agreement (the "Property").
B. Westfield acquired the majority of the Property from Prudential on September 29,
2006, and is now successor-in-interest to Prudential under the Development Agreement. Except
for a portion owned by Federated Department Stores, Inc., the Property is owned by Westfield.
C. The City and Westfield entered into that certain First Amendment to the
Development Agreement recorded under King County Recording No. 20070920001425 (the
"First Amendment"), to provide that Westfield was vested to the provisions of the Tukwila
Sign Code, Tukwila Municipal Code ("TMC") Chapter 19 (the "Sign Code"), in effect on
January 1, 2007, as opposed to the provisions in effect on the EIS Issuance Date. Per the First
Amendment, references to TMC sections in this Second Amendment are citations to the Sign
Code in effect on January 1, 2007.
D. The City and Westfield now desire to execute this Second Amendment in order to
formalize past applications of the Sign Code, Tukwila Municipal Code (TMC) 19 and related
signage procedures to Southcenter Mall and to provide clarity on application of the Sign Code to
Mall Garages.
E. There are two types of signs specified in Sign Code that are allowed at the Mall -
signs for tenant/businesses and signs for the center as a whole. Signs for the center as a whole
underwent design review and were approved as to color, materials and type by the Board of
Architectural Review. (File no. L07-007 hereinafter the "Sign Package Approval".) This
Agreement modifies the Sign Package Approval for Brand Alliance signage.
1
I/1f}fM M €AIr A
F. There are multiple buildings on the Property. Any approved future development
that abuts the Main Building shall be considered part of the Main Building for the purposes of
this Agreement and the Sign Code. Any approved future development that does not abut the
Main Mall Building (other than a parking garage) shall be considered a Perimeter Building
G The complexities of sign regulation relative to the changing character of the Mall
have resulted in the following City interpretations and administration of the Sign Code on the
regulation of tenantlbusiness signage on the Mall Property.
1) Tenants in the Main Building that have their own exterior public entrance are
allowed signage on that portion of the Building that serves as an exterior wall to its tenant space;
and
2) Tenants in the Main Building are allowed up to two, and anchor tenants are
allowed up to four, wall signs, one for each wall that faces one of the four cardinal directions
(north, south, east and west); and
3) Sign size for Tenants in the Main Building is 6% of the total area of the wall
that serves as an exterior wall to the tenant's space but not more than 500 square feet; and
4) Tenants who have a portion of their exterior wall blocked by a Garage are
allowed to place signage on the Garage walls that are parallel to the tenants blocked exterior
walls. The area allowed for the Garage mounted wall sign is calculated using the area of the wall
upon which it is mounted.
5) Tenants in perimeter buildings are allowed two wall signs.
6) One freeway interchange sign is allowed per the height and area allowance of
Freeway Interchange Businesses; Permitted Signs - Height and Area Allowance (TMC
19.32.180.)
H. The City and Westfield agree that each has entered into this Second Amendment
knowingly and voluntarily, and agree to be bound by the terms and conditions of this Second
Amendment.
1. The Tukwila City Council held a public hearing to consider this Second
Amendment on July 14, 2008, and approved this Second Amendment by Resolution _ on
J. SEPA review for the entire Project was fully and completely evaluated through an
Environmental hnpact Statement entitled Westfield Shoppingtown Southcenter Expansion dated
October 6,2004, prepared pursuant to the State Environmental Policy Act, RCW 43.2IC, and no
further SEP A review is required in connection with this Second Amendment.
AGREEMENT
NOW THEREFORE, in furtherance of the recitals set forth above, which are
incorporated herein by reference, the parties hereby agree as follows:
Section 1. Southcenter Mall. As shown on Exhibit C, the Southcenter Mall consists of the main
mall building (the "Main Building"), the Olympic Garage, sometimes referred to a Garage A,
2
the Cascade Garage, sometimes referred to as Garage B (both garages referred to as "Garage")
and a number of separate buildings on the perimeter of the Property ("Perimeter Buildings.)
Section 2. Sign age. Brand Alliance signs are "on -premises signs" as defined in the
Definitions Section of the Sign Code (TMC 19.08.140,) that display through copy and/or images
goods sold or services rendered on the premises. Signs that display only the name of the
business are not Brand Alliance signs. Brand Alliance signs are authorized on the mall Garages
subject to the following standards:
A. Eleven, externally illuminated Brand Alliance signs that are a maximum of288
square feet a piece and in the general configuration and locations shown on Exhibit D
are allowed.
B. Brand Alliance signage shall not include tobacco or alcohol advertisements.
C. Brand Alliance signage may include the mall's name in combination with and as a
subordinate element in the advertisement of services and/or goods sold on the
premises in addition to the signage allowed in the "Identification Signs for the Center
as a whole." (TMC 19.32.155.)
D. A tenant name may be included in a Brand Alliance sign, in a subordinate role, when
in combination with advertisement of goods or services, in addition to the permanent
signage allowed for that tenant/business
E. A sign permit is required for each installation of each Brand Alliance sign.
F. A sign permit is not required to change the copy, frame, lighting or orientation.
G. No change from what is shown on Attachment X is allowed in the number of or
general location of the Brand Alliance signs.
H. Brand Alliance signage is not allowed on the Main Building.
Section 3. General Terms.
A) Not Exclusive. This Second Amendment is not intended as an exclusive list of
the Sign Code or other applicable TMC provisions applicable to the Southcenter
Mall or its tenants.
B) Sign Permits. Nothing in this Second Amendment exempts Westfield or its
tenants from having to apply for sign permits.
C) Vesting. Westfield shall be vested to the terms of this Second Amendment for
ten years from the execution of this Second Amendment but may elect, at its
option, to waive its sign code vesting and have the provisions of any revised Sign
Code apply to all signs at the Southcenter Mall without obtaining an amendment
to the Development Agreement.
D) Entire Agreement. This Second Amendment, the First Amendment, and the
Development Agreement constitute the entire agreement between the parties with
respect to the subject matter of this Second Amendment.
E) Full Force and Effect. Except as specifically set forth herein, the Development
Agreement, as amended by the First Amendment, is and remains in full force and
effect and binding on the parties.
3
F) Severability. In the event this Second Amendment is declared unlawful or
unconstitutional for any reason, the underlying Development Agreement, as
amended by the First Amendment, shall remain in full force and effect and
binding on the parties.
G) Authority to Execute. The City 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 of this Second Amendment.
H) Counterparts. This Second Amendment may be executed in counterparts, each
of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereby duly execute this Second Amendment as of
the date(s) listed below.
ON BEHALF OF THE CITY OF TUKWILA
Date of Execution:
Jim Haggerton, Mayor
ATTEST:
Christy O'Flaherty, City Clerk
APPROVED AS TO FORM
City Attorney
ON BEHALF OF WESTFIELD:
WEA SOUTH CENTER LLC, a Delaware limited liability company
By: Westfield America Limited Partnership, a Delaware limited partnership,
Its sole member
By: Westfield U.S. Holdings, LLC, a Delaware limited liability company,
4
Its general partner
By:
Name:
Its:
Date of Execution:
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of , 2008, before me, the undersigned, a Notary Public
in and for the State of Washington, duly commissioned and sworn, personally appeared Jim
Haggerton, to me known to be the person who signed as Mayor of the City of Tukwila,
Washington, the municipal corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said municipal
corporation for the uses and purposes therein mentioned, and on oath stated that he was duly
elected, qualified and acting as said office of the municipal corporation, that he was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said municipal
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year
first above written.
NOTARY PUBLIC in and for the
State of Washington, residing
at
My commission expires:
[Type or Print Notary Name]
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that is the person
who appeared before me, and said person acknowledged that s/he signed this instrument, on oath
stated that (he/she) was authorized to execute the instrument and acknowledged it in (his/her)
capacity as of Westfield u.s. Holdings, LLC, a Delaware limited
liability company, which is the general partner of Westfield America Limited Partnership, a
Delaware limited partnership, which is the sole member of WEA SOUTHCENTER LLC, the
Delaware limited liability company that executed the within and foregoing instrument, to be the
free and voluntary act of such party for the uses and purposes mentioned in the instrument.
5
GWEN under my hand and official seal this
day of
, 2008.
NOTARY PUBLIC in and for the
State of Washington, residing
at
My commission expires:
[Type or Print Notary Name]
Q:\rnall\DA Sign 2nd Amend.mcb.doc
6
Exhibit A
Westifeld Shoppingtown
Southcenter Expansion Plan Map
RECEIVING
""79891.4 MARCHE PARCEI:
ANDOVER PARK WEST
EXHIBIT B
LEGAL DESCRIPTION
PARCEL 1:
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 SEA TILE, ACCORDING TO
PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 55, IN KING COUNTY,
WASHINGTON; AND OF BROOKV ALE 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 00012'09" WEST ALONG THE
NORTHERLY PRODUCTION OF THE EAST LINE OF SAID SUBDIVISION 406.49 FEET;
THENCE SOUTH 89047'51" WEST 30 FEET TO THE WEST MARGIN OF ANDOVER PARK
WEST AND THE TRUE POINT OF BEGINNING; THENCE NORTH 87025' 13" WEST 526.42
FEET; THENCE SOUTH 00019'36" WEST 30.02 FEET; THENCENORTH 87025' 13" WEST 253.52
FEET; THENCE SOUTH 00019'36" WEST 366.84 FEET TO THE NORTH LINE OF THE SOUTH
40.00 FEET OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE NORTH 89040'24"
WEST ALONG SAID NORTH LINE 179.20 FEET TO AN INTERSECTION WITH A LINE WHICH
BEARS NORTH 00019'36" 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 00019'36" WEST 14.00 FEET; THENCE NORTH
89040'24" WEST 10.50 FEET; THENCE SOUTH 00019'36" WEST 36.83 FEET; THENCE NORTH
89040'24" WEST 7.90 FEET; THENCE SOUTH 00019'36" WEST 42.17 FEET; THENCE NORTH
89040'24" WEST 72.00 FEET; THENCE SOUTH 00019'36' WEST 96.00 FEET; THENCE NORTH
89040'24" WEST 226.00 FEET; THENCE NORTH 00019'36" EAST 138.17 FEET; THENCE NORTH
89040'24" WEST 79.90 FEET; THENCE NORTH 00019'36" EAST 10.83 FEET TO THE WESTERLY
EXTENSION OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 23;
THENCE NORTH 89040'24" WEST ALONG SAID EXTENSION 10.50 FEET; THENCE NORTH
00019'36' EAST 40.00 FEET; THENCE NORTH 89040'24" WEST 151.60 FEET; THENCE NORTH
00019'36" EAST 790.45 FEET TO THE NORTHEAST CORNER OF THAT PORTION OF THE
SOUTHCENTER PARKWAY V ACA TED 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 04034'32" 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 89039'00" WEST ALONG SAID
SOUTHEASTERLY MARGIN 17.04 FEET TO THE EASTERLY MARGIN OF SAID
SOUTHCENTER P ARKW A Y (FORMERLY 57TH A VENUE SOUTH) AS DEEDED TO THE CITY
OF TUKWILA AND RECORDED UNDER RECORDING NO. 5735981; THENCE SOUTH
00021 '00" EAST ALONG SAID EAST MARGIN 438.12 FEET TO AN ANGLE POINT THEREIN;
THENCE SOUTH 00023'45" EAST ALONG SAID EAST MARGIN 633.44 FEET TO THE
NORTHERLY LINE OF STATE HIGHWAY RIGHT OF WAY; THENCE NORTH 89052'42" EAST
ALONG SAID NORTHERLY LINE 5.31 FEET TO THE EASTERLY LINE OF SAID STATE
HIGHWAY RIGHT OF WAY; THENCE SOUTH 00001' 18" EAST ALONG SAID EASTERLY LINE
134.50 FEET TO THE SOUTHEASTERLY LINE OF SAID RIGHT OF WAY; THENCE SOUTH
43025'OS" WEST ALONG SAID SOUTHEASTERLY LINE 6.74 FEET TO THE AFORESAID EAST
MARGIN OF SOUTHCENTER PARKWAY; THENCE SOUTH 00023'45" EAST ALONG SAID
EAST MARGIN 471.45 FEET TO nffiBEGINNING 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
~ORTH LINE OF STRANDER BOULEV ARD (FORMERLY SOUTH 164TH STREET), AS
DEEDED TO THE CITY OF TUKWILA BY QUIT CLAIM DEED FROM SOUTHCENTER
CORPORATION ON FEBRUARY 14, 1963; THENCE SOUTH 89026'22" EAST ALONG SAID
NORTH LINE 588.31 FEET; THENCE SOUTH 89030'56" EAST ALONG SAID NORTH LINE
1255.52 FEET TO THE BEGINNING OF J.. 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 00012 '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, TOWNSHlP 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 SEA TILE, ACCORDING TO
PLAT RECORDED IN VOLUME 10 OF PLATS AT P AGE(S) 55, IN KING COUNTY,
WASHINGTON; AND OF BROOKV ALE GARDEN TRACTS, ACCORDING TO PEAT
RECORDED IN VOLUME 10 OF PLATS AT P AGE(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 89040'24" WEST ALONG THE WESTERLY EXTENSION OF THE
SOUTH LINE THEREOF 217.00 FEET; THENCE NORTH 00019'36" EAST 40.00 FEET TO THE
TRUE POINT OF BEGINNING; THENCE SOUTH 89040'24" EAST 151.60 FEET; THENCE NORTH
00019'36" EAST 182.00 FEET; THENCE SOUTH 89040'24" EAST 406.80 FEET; THENCE SOUTH
0001936 WEST 182.00 FEET; THENCE SOUTH 89040'24" EAST 179.20 FEET; THENCE NORTH
00019'36" EAST 366.84 FEET; THENCE SOUTH 87025'13" EAST 253.52 FEET; THENCE NORTH
00019'36" 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 TUKWlLA P ARKW A Y AS DEEDED TO THE CITY OF TIJKWILA
AND RECORDED UNDER RECORDING NO. 5735981, IN KING COUNTY, WASHINGTON;
THENCE SOUTH 88040'00" 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 74051 '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
00019'36" WEST; THENCE SOUTH 00019'36" 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 P AGE(S) 55, IN .KING COUNTY,
WASHINGTON; AND OF BROOKV ALE GARDEN TRACTS, ACCORDING TO PLAT
R?CORDED IN VOLUME 10 OF PLATS AT PAGE(S) 47, IN KING COUNTY, WASHINGTON;
AND OF THE WIT. GILLIAM DONA nON LAND CLAIM NO. 40, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID
SECTION 23; THENCE SOUTH 89040'24" EAST ALONG THE SOUTHERLY LINE OF SAlD
SOUTHWEST QUARTER 341.40 FEET; THENCE NORTH 00019'36" EAST 107.75 FEET TO THE
TRUE POINT OF BEGINNING; THENCE CONTINUE NORTH 00019'36" EAST 114.25 FEET;
THENCE NORTH 89040'24" WEST 406.80 FEET; THENCE SOUTH 00019'36" WEST 114.25 FEET;
THENCE SOUTH 89040'24" EAST 90.40 FEET; tHENCE NORTH 00019'36" EAST 27.42 FEET;
THENCE SOUTH 89040'24" EAST 226.00 FEET; THENCE SOUTH 00019'36" WEST 27.42 FEET;
THENCE SOUTH 89040'24" 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, TOWNSIDP 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 89040'24" WEST
ALONG THE WESTERLY EXTENSION OF THE SOUTH LINE OF SAID SOUTHEAST QUARTER
65.40 FEET; THENCE NORTH 00019'36" EAST 40.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING NORTH 00019'36" EAST 110.00 FEET; THENCE NORTH
89040'24" WEST 151.60 FEET; THENCE SOUTH 00019'36" WEST 110.00 FEET; THENCE SOUTH
89040'24" EAST 151.60 FEET TO THE TRUE POINT OF BEGINNING.
3
Exhibit C
Westfield Southcenter Mall Expansion Design Plan Map
Nordstrom
West Elevation
Mall
West Elevation
Sears
West Elevation
..7.7717!. 4. ..7" 11: North Elevation L North Elevation Mervyn's
North Elevation
Nordstrom 1 Meey's
North Elevation 1 North Elevation
North Elevation Ilti 1 il IT
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AMC AMC i i iiq. i 'HI t'
West Elevation il,Pil East Elevation
South Elevation
South El
ation s
ViO!
AMC
South Elev
Sears
East Elevatio
evation
East Elevation
JC Penney
East Elevation
JC Penney
CV
West Elevation
JC Penney "t 1
rs,t; ti '1, South Elevation
rmr
4/19/2007 h es/field
Southcenter
633 Stml,,intor
Sado, WA v3 06
Exhibit D
Wesfield Southcenter Mall Expansion Design Plan Map
Garage A
Garage B
Southcetner - on premises garage signage
Exhibit A
CONTRACT#1frlZ-3
DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF TUKWILA,
WEA SOUTHCENTERLLC, AND PRUDENTIAL FINANCIAL INC.,
FOR THE EXPANSION AND RENOVATION
OJ? WESTFIELD SOUTHCENTER MALL
Section 1:
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 "Citi'), 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.I70 through .210 under
which a local government may enter into a devel9pment 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
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 ("pr~t")' The
!:st e1f 0
. pagel;;/,I(P ORIGINALJ
A1T/feHA1iVT"
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 "BIS
Issuance Date"), prepared pursuant to the State Environmental Policy Act, RCW 43.2lC.
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
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.. .
thereof) expire, or until the City issues allrequired 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 SEP A Compliance. The Parties acknowledge that the EIS fully and completely evaluated
the environmental impacts for development of the Project and that further SEP A review may
only be required if the criteria set forth in WAC ~197-1l-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.
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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 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:
Project # Link or Intersection Impact Fee Due
96-RW18 Southcenter Parkway & 168tl1 $15,200
93-RWll West Valley & Strander $43,120
89-RW13 Interurban Bridge $19,920
84-RW07 Minkler (Andover Park West to Southcenter $0
Parkway)
88-R W04 Andover Park West (Tukwila Parkway to $271,150
Strander Blvd)
03-RW05 Andover Park East & Minkler $25,960
84-RW03 Southcenter Parkway (180th to South City $16,470
Limits)
02-RW04 Southcenter Blvd. (51st to Tukwila $184,000
International Blvd.)
89-RW05 East Marginal (BAR to 112th) $0
84-RW19 Tukwila Urban AccesslKlickitat
Improvements (Southcenter Parkway to 1-5) $504,1201
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
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development proposed in such building permits as compared to the trips generated from full
buildout.
5.3 Tukwila Urban AccesslKlickitat Improvement Proiect. The City has begun design of the
Tukwila Urban AccesslKlickitat 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
w~lkway 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 cbst 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 st Avenue South Bridge Widening
. Tukwila Urban AccesslKlickitat Improvement Project
Westfield shall receive a credit against the assessment for the Tukwila Urban AccessIKlickitat
Improvement Project LID for that portion of the Impact Fees paid pursuant to Paragraph 5.2 that
are attributable to the Tukwila Urban AccessIKlickitat 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.
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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 J?roperty 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
c<?nsistent with the following:
1. Landscaping shall be completed pursuant to the Tukwila Street Tree
Program for the CBD Sidewalk Proje~t; however, tree placement is preferred between traffic and
sidewalk whenever practicable.
2. Sidewalk sections shall be concrete and a rninifutmiof six feet (6') 'in
Widthexqepfthf,it,inloca.nonSwhere the sidewalk is adjacent to an existing traffic control
cabifiet brlight pole, the side:walkmaybereduced 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 tuming 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 tuming 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 oVJIP
d. Westfield shall provide the City with easements for the maintenance of the traffic
signalloQPs that arepresenton 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.
6.2 Water Service.
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 7 of?'7' J lp
2. Installation, 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 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
reJocated 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 ("RPP A") between
each water supply meter and the building, 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.
in the pipe.
In 2006, the City shall repair the sewer line north of Mervyn's to remove the bow
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 oiAf' j 10
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 ofthe 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 drcuit 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 \Vest. 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 \Vestfield 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
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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 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
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 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~J ~
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, conveyor take any other similar action regarding real property interests in the
PI:operty 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 ofthis 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/W estfield 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~ 1ft;
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 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 following the
effective date of this Agreement with the Real Property Records Division of the King County
Records and Elections Department.
lOA 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 ofthis 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~ J /p
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, W A 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 .11 00
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.
J3
Page 13 of$ f{)
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.
Section 11: List of Exhibits
Exhibit
A
B
C.
D.
E.
F.
G.
Description
Property Map
Property Legal Description
Parking Decision
BAR Decision .
Frontage Improvement Design
City of Tukwila Water Meter Detail
Utility Turnover Document
ON BEHALF OF THE CITY OF TUKWILA:
~N')iV)~
Steve Mullet, Mayor
Date of Execution: J 2/ '1/ ()~
I I
ATTEST:
~JLt f-{ .~ak
~ Jane Cantu, City Clerk
FORM:
Page 14 of)4" 1ft,
ON BEHALF OF PRUDENTIAL FINANCIAL, INC.:
By: Prudential Retireme t Insurance and Annuity Company
Its: Member
By:
Name:
Title:
Printed Name:
On this 4 day of�
2005, before me, the undersigned, a
Notary Public in and for the State of duly commissioned and sworn, personally
appeared before me ,4i lei e -rye), a me known to be the managing member of
4Q(u.412„J -i c, Pr, c._ a V Q ?Jets 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 2005.
Ct-
NOTARY PUBLIC in and for the State of
uiftfsfagter.esiding at ,-21,39 i
My commission expires
Date of Execution: 2 6"
MARIA A. DASILVA
NOTARY PUBLIC OF NEW JERSEY
COMMISSION EXPIRES MAR. 22, 2008
Mit /vGo, V S 0-2083
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
Date of Execution: Z[ I, /or
See nofar
On this 13 day of Pecomher 2005, before me, the undersigned; a
Notary Public in and for the State+ of a /j,e n;u— duly commissioned and sworn,
personally appeared bttore me ,er -a„
Printed Name:
By:
Its: 52 v P.
e
r eel, executed the foregoing
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
said instrument.
SUBSCRIBED AND SWO to before me this /3 day of DeP. er 2005.
J Wl
A nle
NOTARY PUBLI in and for the State of Ca /ifortn w
es' 'ng at 1. As An ques
My commissio expires Apr j goo,
4 NMI M. MIR
i[ r tci 1473766
Newry
E Ang-Vz3 County
My Comm. Elpires f 21, 2COr.
Page 16 of 16
STATE OF CALIFORNIA)
COUNTY OF LOS ANGELES)
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.
ANNE M. YEITEL
Commission 147870
Notary Public California
Los Angeles County
My Comm. Expires Apr 21, 2OC
ss.
(Seal)
Exhibit A
Westfield Shoppingtown
Southcenter Expansion
ENVIRONIIIENTAL IMPACT STATEMENT
Westfield Shoppingto\'m Southcenter Expansion - Rnal EIS
Description of the Proposed Action
EXHIBIT B
LEGAL DESCRIPTION
PARCEL 1:
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 SEA TILE, ACCORDING TO
PLAT RECORDED IN VOLUME 10 OF PLATS AT PAGE(S) 55, IN KING COUNTY,
WASHINGTON; AND OF BROOKV ALE GARDEN TRACTS; ACCORDING TO PLAT
RECORDED IN VOLUME 10 OF PLATS AT P AGE(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 00012'09" WEST ALONG THE
NORTHERLY PRODUCTION OF THE EAST LINE OF SAID SUBDIVISION 406.49 FEET;
THENCE SOUTH 89047'51" WEST 30 FEET TO THE WEST MARGIN OF ANDOVER PARK
WEST AND THE TRUE POINT OF BEGINNING; THENCE NORTH 87025'13" WEST 526.42
FEET; THENCE SOUTH 00019'36" WEST 30.02 FEET; THENCENORTH 87025'13" WEST 253.52
FEET; THENCE SOUTH 00019'36" WEST 366.84 FEET TO THE NORTH LINE OF THE SOUTH
40.00 FEET OF THE SOUTHEAST QUARTER OF SAID SECTION 23; THENCE NORTH 89040'24"
WEST ALONG SAID NORTH LINE 179.20 FEET TO AN INTERSECTION WITH A LINE WHICH
BEARS NORTH 00019'36" 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 00019'36" WEST 14.00 FEET; THENCE NORTH
89040'24" WEST 10.50 FEET; THENCE SOUTH 00019'36" WEST 36.83 FEET; THENCE NORTH
89040'24" WEST 7.90 FEET; THENCE SOUTH 00019'36" WEST 42.17 FEET; THENCE NORTH
89040'24" WEST 72.00 FEET; THENCE SOUTH 00019'36' WEST 96.00 FEET; THENCE NORTH
89040'24" WEST 226.00 FEET; THENCE NORTH 00019'36" EAST 138.17 FEET; THENCE NORTH
89040'24" WEST 79.90 FEET; THENCE NORTH 00019'36" EAST 10.83 FEET TO THE WESTERLY
EXTENSION OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 23;
THENCE NORTH 89040'24" WEST ALONG SAID EXTENSION 10.50 FEET; THENCE NORTH
00019'36' EAST 40.00 FEET; THENCE NORTH 89040'24" WEST 151.60 FEET; THENCE NORTH
00019'36" 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 04034'32" 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 89039'00" 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
00021 '00" EAST ALONG SAID EAST MARGIN 438.12 FEET TO AN ANGLE POINT THEREIN;
THENCE SOUTH 00023'45" EAST ALONG SAID EAST MARGIN 633.44 FEET TO THE
NORTHERL Y LINE OF STATE HIGHWAY RIGHT OF WAY; THENCE NORTH 89052'42" EAST
ALONG SAID NORTHERLY LINE 5.31 FEET TO THE EASTERLY LINE OF SAID STATE
HIGHWAY RIGHT OF WAY; THENCE SOUTH 00007' 18" EAST ALONG SAID EASTERLY LINE
134.50 FEET TO THE SOUTHEASTERLY LINE OF SAID RIGHT OF WAY; THENCE SOUTH
43025'OS" WEST ALONG SAID SOUTHEASTERLY LINE 6.74 FEET TO THE AFORESAID EAST
MARGIN OF SOUTHCENTER PARKWAY; THENCE SOUTH 00023'45" 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
l'{ORTH LINE OF STRANDER BOULEV ARD (FORMERLY SOUTH 164TH STREET), AS
DEEDED TO THE CITY OF TUKWILA BY QUIT CLAIM DEED FROM SOUTHCENTER
CORPORATION ON FEBRUARY 14, 1963; THENCE SOUTH 89026'22" EAST ALONG SAID
NORTH LINE 588.31 FEET; THENCE SOUTH 89030'56" 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 TUKWlLA BY QUIT CLAIM DEED FROM SOUTHCENTER
CORPORATION ON NOVEMBER 1,1962; THENCE NORTH 00012'09" 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,
WASIDNGTON;ANDOFTHESOUTHEASTQUARTEROFTHESOUTHWESTQUARTEROF
SAID SECTION 23; AND OF THE INTERURBAN ADDITION TO SEATTLE, ACCORDING TO
PLAT RECORDED IN VOLUME 10 OF PLATS AT P AGE(S) 55, IN KING COUNTY,
W ASIllNGTON; AND OF BROOKV ALE GARDEN Tlu\CTS, 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 89040'24" WEST ALONG THE WESTERLY EXTENSION OF THE
SOUTH LINE THEREOF 217.00 FEET; THENCE NORTH 00019'36" EAST 40.00 FEET TO THE
TRUE POINT OF BEGINNING; THENCE SOUTH 89040'24" EAST 151.60 FEET; THENCE NORTH
00019'36" EAST 182.00 FEET; THENCE SOUTH 89040'24" EAST 406.80 FEET; THENCE SOUTH
0001936 WEST 182.00 FEET; THENCE SOUTH 89040'24" EAST 179.20 FEET; THENCE NORTH
00019'36" EAST 366.84 FEET; THENCE SOUTH 87025'13" EAST 253.52 FEET; THENCE NORTH
00019'36" 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 TUKWlLA.P ARKW A Y AS DEEDED TO THE CITY OF TIJKWILA
AND RECORDED UNDER RECORDING NO. 5735981, IN KING COUNTY, WASHINGTON;
THENCE SOUTH 88040'00" 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 74051 '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
00019'36" WEST; THENCE SOUTH 00019'36" WEST 788.90 FEET TO THE TRUE POINT OF
BEGINNING; EXCEPT THE SOUTH 11O.00FEET 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 SEA TILE, ACCORDING TO
PLAT RECORDED IN VOLUME 10 OF PLA TS AT P AGE(S) 55, IN .KING COUNTY,
WASHINGTON; AND OF BROOKV ALE GARDEN TRACTS, ACCORDING TO PLAT
R;ECORDED 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 89040'24" EAST ALONG THE SOUTHERLY LINE OF SAID
SOUTHWEST QUARTER 341.40 FEET; THENCE NORTH 00019'36" EAST 107.75 FEET TO THE
TRUE POINT OF BEGINNING; THENCE CONTINUE NORTH 00019'36" EAST 114.25 FEET;
THENCE NORTH 89040'24" WEST 406.80 FEET; THENCE SOUTH 00019'36" WEST 114.25 FEET;
THENCE SOUTH 89040'24" EAST 90.40 FEET; THENCE NORTH 00019'36" EAST 27.42 FEET;
THENCE SOUTH 89040'24" EAST 226.00 FEET; THENCE SOUTH 00019'36" WEST 27.42 FEET;
THENCE SOUTH 89040'24" 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 89040'24" WEST
ALONG THE WESTERLY EXTENSION OF THE SOUTH LINE OF SAID SOUTHEAST QUARTER
65.40 FEET; THENCE NORTH 00019'36" EAST 40.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING NORTH 00019'36" EAST 110.00 FEET; THENCE NORTH
89040'24" WEST 151.60 FEET; THENCE SOUTH 00019'36" WEST 110.00 FEET; THENCE SOUTH
89040'24" EAST 151.60 FEET TO THE TRUE POINT OF BEGINNING.
3
EXHIBIT C
City of Tukwiia
Steven M. Mullet, Mayor
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
File Number:
L04-055 - Complementary Parking Approval and Administrative
Parking Variance
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
E03-0'1O - 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
~'-- ~-"'=-:-< --==::s=:..>o _~ '.----.~ _~
6300 Southcenter Boulevard. Suite #100 " Tukwila. ~;'ashir;qton 98/88 <> Phone: 2tJ/;-4.'11-?n7f1 " r;"v. 7f!,?'.Li'<i.?/;n')
Notice of Decision
L04-055
Westfield Shoppingtown Southcenter
Complementary and Administrative Parking 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 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 South center 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, from
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 A v S. westbound bus
stop. The shelter footing shall include conduit to a handhold/junction box and conduit and
Page 2 0[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.
In. Your Appeal Rights
This is a Type 2 de~ision 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 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 iJ;lclude:
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 admin.istrative 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. Ifno 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.
~ L.J\-
Steve Lancaster, Director
Department of Community Development
City ofTukwila
Page 4 of4
EXHIBIT D.
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, Acco~nting 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, Pennit
Application Types and Procedures Chapter, Tukwila 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
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 ap.d 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 1-5 and 1-405 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
6300 Southcenter Boulevard, Suite #100 " Tukwila, Washington 98188 <> Phone: 206-431-3670 Q Fax: 206-431-3665
Notice of Decision
L04-055
Westfield Shoppingtown Southcenter
Complementary and Administrative Parking Variance
Greg Fitchitt, Development Director.
Applicant:
Owner:
Westfield Corporation, Inc.
Notification:
Notice of Application for this Type 4 permit was mailed to
surrounding properties and posted on the site on August 26, 2004.
Comprehensive Plan
8? Zoning Designation:
Tukwila Urban Center
SEP A Compliance:
A Determination of Significance was issued on July 29, 2003. The
Draft Envirorunental 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.
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 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 Landscapin~ 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.
Nonconforming Landscape Condition:
3. Between the northerly limits ofthe 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 I.C. Penney garage and Andover
Park West. In addition, setback the parking stalls adjacent to the transit zone to accommodate
the requested 1 1 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.)
Qne 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 being appealed; (b) the harm suffered 0 r anticipated b y the
appeIlart, 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
maybe included in such an appeal. lino 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 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 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 maybe 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.
~5~~
Department of Community Development
City ofTukwila
Page 4 of4
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EX. E (2 OF 2)
Exhibit F
MATERIAL LIST - COPPER BYPASS
CD 2 - FLEX. CPLG. TO FIT, EQUAL TO
ROCKWELL 441 (REDUCE AT TAP).
@ 2 - SINGLE STRAP SERVICE CLAMPS
EQUAL TO ROMAC 101 WITH IPS TAP.
ROCKWELL 313.
@ 3 - STRAIGHT CPLG., COPPER TO OUTSIDE
I.P. THREAD EQUAL TO MUELLER H-15428110
COMPo
@ -1-1/4 BEND CPLG. COPPER TO COPPER,
EQUAL TO MUELLER H-15526.
@ 1-1/4 BEND CPLG. COPPER TO OUTSIDE
I.P. THREAD EQUAL TO MUELLER H-15530.
@ 2 - BALL VALVES WITH PADLOCK WINGS
O~ LOCK CAPS (MUEllER).
(j) 2 - G.V. FL. EQUAL TO MUELLER A-2307-6.
@ 3" TO 6" COMPOUND METER SUPPLIED BY
CITY.
@ 1 - C..1. ADPT., FL. X PE LENGTH TO FIT.
@ 1 ~ CPLG. ADPT.. FL. EQUAL TO
ROCKWELL 912.
MATERIAL LIST - 0.1. BYPASS
~-
1 2 - FLEX CPLG. TO FIT.
2 2 - 0.1. FL X P.E., LENGTH AS REQUIRED.
3 2 - TEE, FL
4 2 - G.V ~ FL. MUELLER A-2370-6 OR EQUAL.
5 1 - 3"TO 6" METER, AS SPECIFIED.
6 1 -ADPI. FL.-X P.E. 12" LONG.
7 1 - CPLG. ADPT., FL. EQUAL TO ROCKWELL.
8 2 - G.V. F.' EQUAL TO MUELLER A-2370-6
(G.V. SATISFACTORY LOCKING DEVICE MUST BE
FURNISHED).
@ 3 - D.1. PIPE FL. EACH END, LENGTH TO FIT.
@) 2 - 90' BENDS, FLANGE.
3" FROM TOP OF VAULT TO
FINISHED GRADE IN PLANTED AREAS
6"X12'INSPECTION LID CENTERED
OVER METER REGISTER
10
WITH DUCTILE IRON BY-PASS
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City of
Tukwila
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GENERAL NOTES:
1. METERS 3"_6" SUPPLIED BY CITY.
2. VAULT SHALL BE PRECAST CONCRETE VAULT.
3. ALL PIPE & FITTINGS 4" AND LARGER SHALL BE CEMENT LINED, CL52.
4. PIPING FROM MAIN TO VAULT SHALL BE 4" ON 3" METER INSTALLATION,
TEE WITH VALVE ON-EXISTING MAIN REQUIRED.
5. REFER TO SECTION 7.3.2.
',-
~~~5i~~~
r 1/4' GALV. SAFETY PLATE EQUAL TO
RYERSO.N INLAND 4WAY SAFETY PLATE
MEDIUM PATTERN SIZE. .
-HINGE 2-#5BARS,TYP.
#5 BAR - l' OVERLAP
EACH CORNER
'#5 AT l' ON CENTERS
VERT. & HORlZONT AL
.;
A -"..~.
PROVIDE CONCRETE
1-1/Z'-CRUSHED ROCK BASE
8" MIN. THICK. INSTALL 4' CONCRETE
SEWER PIPE TO DAYLIGHT FOR DRAIN
UNLESS OTHERWISE APPROVED.
NOT TO SCALE
METER
3" TO 6"
SHEET: WS-04
REVISION #1: 08,03
APPROVAL: B, SHELTON
C:\Documents and SettingsUim- M\Local Settings \Temp \bill of sale.doc
EXHIBIT G
BILL OF SALE
OF
UTILITY FACILITIES
THIS BILL OF SALE FOR UTILITY FACILITIES "Bill of Sale is made as of
Ii 2005, by and between City of Tukwila, a Washington municipal 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, 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:
14).
Jane Cantu, City Clerk
APPROVED AS TO FORM:
ON BEHALF OF PRUDENTIAL FINANCIAL, INC.:
By: Prudential Retirement Insurance and Annuity Company
Its: IVlember
By:
Name:
Title:
2005, before me, the undersigned, a
ashington, duly commissioned and sworn, personally
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.
On this day of
Notary P lic in and for the State of
appeared before meae,401 1)1. mut/
Ste.ver) M
MathOt
u
SUBSCRIBED AND SWORN to before me this 7 day of be
Rthe,± a k
Printed Name: Pd'rf 1-4
NOTARY PUBLIC in and for the State of
Washington, residing at
My commission expires a5.9.07
C:\Documents and SettingsUim- M\Local Settings \Temp \bill ofsale.doc
Date of Execution: /241165
Date of Execution: /2/1/106
1
1
2005.
tQ PVC