HomeMy WebLinkAbout2006 - Development Agreement - Fountain Park LLC - 20061120001126Document TRI4s) (or lransactions conw4in.,4 therein) (alt areas applicable to your document must be filled in)
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20061120001126
SWEENEY P6 100.00
PAGE001 OF 019
KT 0 COUNTY, WA
Please pnnt or type ,nformati on WASHINGTON S ATE RECORDER'S Cover She
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Signature of Requesting.Pati
DEVELOPMENT AGREEMENT BETWEEN FOUNTAIN PARK LLC AND THE CITY
OF TUKWILA
FOR THE DEVELOPMENT
OF A MULTI FAMILY CONDOMINIUM PROJECT
This DEVELOPMENT AGREEMENT "Agreement between Fountain Park LLC, a
wholly owned entity of Prium Companies LLC "Fountain Park and the CITY OF TUKWILA,
a municipal corporation of the State of Washington "Tukwila" or "City is entered into
pursuant to the authority of RCW 36.70B.170 through .210, under which a local government
may enter into a development agreement with any entity having ownership or control of real
property within its jurisdiction.
A. Fountain Park has a contract for purchase and sale dated March 8, 2006, to purchase
property located in the City of Tukwila, King County, Washington, more particularly described
as King County Tax Parcel Nos. 2423049137 and 0005800013, equaling approximately 6.2
acres.
2006.
I. PREAMBLE
II. RECITALS
Gy G)G c
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-9-o&
B. B. Fountain Park intends to close on the above referenced sale on or before October 7,
C. Fountain Park desires to develop this property for a mixed -use owner occupied
residential project to be constructed within the Transit- Oriented Development "TOD area of
the Tukwila Urban Center "TUC This development, commonly known as "Tukwila Station,"
will be an approximately 300 unit mixed -use residential development with approximately 5,000
square feet of retail space. This development is more fully explained in the design schematics
submitted to the City on March 16, 2005 by a prior developer.
D. Land uses within the TUC were adopted prior to the presence of the Commuter
Rail /Amtrak Station. Tukwila is currently in the final stages of developing a new plan for the
TUC that recognizes that the Commuter Rail /Amtrak Station is a transportation amenity.
E. The City issued a threshold determination dated April 22, 2005, and approved a
conditional use and design review on April 29, 2005. These approvals shall be honored by the
City and run with the ownership of the property. The City has further determined that this
development meets the City's concurrency standards and that impact fees shall be due at the time
of permit issuance.
F. The City of Renton has identified a preferred alternative for the future extension of
Strander Boulevard eastward from West Valley Highway "Strander Project This alternative
would require the relocation of the Union Pacific Railroad "UPRR right -of -way from its
Page 1 of 9
current location to a location adjacent and west of the existing Burlington Northern right -of -way.
This portion of the property would be owned by Fountain Park.
G. To facilitate the relocation of the UPRR, Tukwila would be required to acquire
through condemnation, or other negotiated means, the property required for the Strander Project.
This would be costly to the City if the property were fully developed at the time of
condemnation.
H. Tukwila owns approximately 1.63 acres of land immediately north of the Tukwila
Station site, of which approximately 36,000 square feet are subject to this Agreement.
I. Thus, the Parties wish to exchange certain parcels of property for their mutual benefit.
J. To provide certainty and efficiency to Fountain Park and the City with respect to the
development of this property, to encourage mixed -use owner occupied residential development
of this property, and to ensure acquisition of property needed for the Strander Project for the
City, the Parties wish to enter into this mutually beneficial Development Agreement.
BASED ON THE FOREGOING, and because successful development of this site will be
of long -term benefit to both Tukwila and Fountain Park, Tukwila and Fountain Park hereby
agree as follows:
1.0 Effective Date and Term.
1.1 This Agreement shall become effective upon approval by the Tukwila City
Council, execution by both Parties, and proof in a form acceptable to the City of Fountain Park's
ownership of the subject property not later than October 7, 2006; provided, however, that the
Mayor in his sole discretion may extend this deadline to November 7, 2006, without further
authorization of the City Council.
1.2 The term of this Agreement shall commence upon the Effective Date and
continue for a period of ten (10) years.
2.0 Terms.
III. AGREEMENT
2.1 Fountain Park shall convey by statutory warranty deed to Tukwila the portion of
its property (estimated to be an approximately 100 -foot strip) needed for relocation of the UPRR
right -of -way, more fully described in Exhibit `B" "Fountain Park Portion attached hereto.
2.2 In exchange, Tukwila shall convey by statutory warranty deed to Fountain Park a
portion of its property adjacent to the proposed Tukwila Station site, more fully described in
Exhibit "A" "Tukwila Portion attached hereto.
Page 2 of 9
2.3.2. Insurance.
2.3 Fountain Park will retain a temporary easement for parking purposes on the
Fountain Park Portion, in a form substantially similar to the attached Exhibit "C" "Fountain
Park Easement In utilizing the Fountain Park Easement, Fountain Park agrees to the following
Indemnity and Insurance provisions.
2.3.1. Indemnity. Fountain Park shall indemnify, defend, and hold harmless
Tukwila, its agents, and employees from and against any and all liability arising from injury or
death to persons or damage to property resulting in whole or in part from negligent acts or
omissions of Fountain Park, its agents, servants, officers, or employees, irrespective of whether
in connection with such act or omission it is alleged or claimed that an act of Fountain Park, its
agents, or employees caused or contributed thereto. In the event that Tukwila shall elect to
defend itself against any claim or suit arising from such injury, death, or damage, Fountain Park
shall, in addition to indemnifying and holding Tukwila harmless from any liability, indemnify
Tukwila for any and all expenses incurred by Tukwila in defending such claim or suit, including
reasonable attorneys' fees.
2.3.2(i). Fountain Park shall procure and maintain in full force throughout the
duration of its use of the Fountain Park Easement comprehensive general liability insurance with
a minimum coverage of $1,000,000.00 per occurrence /aggregate for personal injury and property
damage. Said policy shall name the City of Tukwila as an additional named insured and shall
include a provision prohibiting cancellation or reduction in the amount of said policy except
upon thirty (30) days prior written notice to Tukwila. Cancellation of the required insurance
shall automatically result in termination of Fountain Park's use of the Fountain Park Easement.
2.3.2(ii). Certificates of coverage as required by Paragraph 2.3.2(i) above
shall be delivered to Tukwila prior to Fountain Park's use of the Fountain Park Easement.
2.4 Upon commencement of the Strander Project and any associated relocation of the
UPRR tracks, the Fountain Park Easement identified in paragraph 2.3 shall terminate and be
extinguished. Upon completion of the relocation of the UPRR tracks and the City's acquisition
of the existing UPRR right -of -way "Union Pacific Site more fully described in Exhibit "D"
attached hereto, the City shall convey to Fountain Park for permanent parking purposes the
Union Pacific Site. The property exchange contemplated by this provision will be detailed in a
formal Property Exchange Agreement that will be executed at the time the City acquires the
Union Pacific Site. As part of the Property Exchange Agreement, Fountain Park shall provide
the City with a bond for 150% of the estimated cost of constructing permanent parking on the
Union Pacific Site. This permanent parking shall be in conformance with all applicable City
regulations and shall be completed within two years of the execution of the Property Exchange
Agreement.
2.4.1. Upon public notice by the City of its intent to sell the approximately 57
feet of remaining vacated UPRR right -of -way running adjacent to the Union Pacific Site,
Fountain Park shall submit a bid to the City in conformance with the City's bid requirements for
Page 3 of 9
the purchase of this property. Fountain Park's bid shall be no less than the property's Fair
Market Value at the time the City makes the property available for sale.
2.5 The City shall exercise its best efforts to provide 180 days advance written notice
to Fountain Park of the termination and extinguishment of the Fountain Park Easement. The
City shall not be responsible for procuring interim parking for Fountain Park's development
during the associated relocation of the UPRR right -of -way.
2.6 The development is subject to the obligation of each Party to convey clear title to
affected parcels.
2.7 The City shall designate in its sole discretion, and on any reasonable conditions, a
portion of its property, described in Exhibit "E" attached hereto, for Fountain Park's use as a
temporary construction staging area during development of the Tukwila Station site "Staging
Area In utilizing the Staging Area, Fountain Park agrees to the following Indemnity and
Insurance provisions.
2.7.1. Indemnity. Fountain Park shall indemnify, defend, and hold harmless
Tukwila, its agents, and employees from and against any and all liability arising from injury or
death to persons or damage to property resulting in whole or in part from negligent acts or
omissions of Fountain Park, its agents, servants, officers, or employees, irrespective of whether
in connection with such act or omission it is alleged or claimed that an act of Fountain Park, its
agents, or employees caused or contributed thereto. In the event that Tukwila shall elect to
defend itself against any claim or suit arising from such injury, death, or damage, Fountain Park
shall, in addition to indemnifying and holding Tukwila harmless from any liability, indemnify
Tukwila for any and all expenses incurred by Tukwila in defending such claim or suit, including
reasonable attorneys' fees.
2.7.2. Insurance.
2.7.2(i). Fountain Park shall procure and maintain in full force throughout
the duration of its use of the Staging Area comprehensive general liability insurance with a
minimum coverage of $1,000,000.00 per occurrence /aggregate for personal injury and property
damage. Said policy shall name the City of Tukwila as an additional named insured and shall
include a provision prohibiting cancellation or reduction in the amount of said policy except
upon thirty (30) days prior written notice to Tukwila. Cancellation of the required insurance
shall automatically result in termination of Fountain Park's use of the Staging Area.
2.7.2(ii). Certificates of coverage as required by Paragraph 2.7.2(i) above
shall be delivered to Tukwila prior to Fountain Park's use of the Staging Area.
2.8 Fountain Park shall hydro seed, vegetate, and otherwise restore the Staging Area
to its original condition and to the reasonable satisfaction of the City upon completion of
Fountain Park's use of the Staging Area. The City shall thereafter maintain the restored Staging
Area site.
Page 4 of 9
2.9 Fountain Park shall extend the existing sidewalk, located on the north side of the
Tukwila Station property, west to the intersection with West Valley Highway. The construction
and design standards of the sidewalk must be acceptable to the City's Public Works director.
2.10 The details of the property exchange are set forth in a separate Property
Exchange Agreement, which is incorporated by this reference as if fully set forth herein.
2.11 This Agreement does not guarantee any project approval or that other conditions
outside the terms of this Agreement will not be imposed by the City.
2.12 This Agreement supersedes any and all other Development Agreements related
to the property that is the subject of this Agreement.
2.13 Fountain Park's development shall be consistent with the approvals granted by
the City's Planning Commission and Board of Architectural Review dated April 2005. The
conditional use permit approved by the City on April 29, 2005, is renewed.
3.0 General Provisions.
3.1 Assignment of Interests. Rights. and Obligations. This Agreement shall be
binding and inure to the benefit of the Parties. No Party may assign its rights under this
Agreement without the written consent of the other Party, which consent shall not unreasonably
be withheld. This Agreement shall be binding upon and shall inure to the benefit of the heirs,
successors, and assigns of Fountain Park and the City.
3.2 Incorporation of Recitals. The Recitals contained in this Agreement, and the
Preamble paragraph preceding the Recitals, are hereby incorporated into this Agreement as if
fully set forth herein.
3.3 Severabilitv. If any term or provision in this Agreement, or the application of
any term or provision in this Agreement to a particular situation, is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this
Agreement, or application of this Agreement to other situations, shall continue in full force and
effect unless amended or modified by mutual consent of the Parties. Notwithstanding the
foregoing, if any material provision of this Agreement or the application of such provision to a
particular situation is held to be invalid, void, or unenforceable, either Party may terminate this
Agreement by providing written notice of termination to the other Party.
3.4 Termination.
3.4.1 This Agreement may be terminated upon mutual agreement of the Parties.
3.4.2 This Agreement shall terminate upon the abandonment of the development
by Fountain Park. Fountain Park shall be deemed to have abandoned the development if
Fountain Park fails to take title to the property and/or fails to submit development applications
before October 7, 2006.
Page 5 of 9
3.4.3 This Agreement shall expire and be of no further force and effect if
Fountain Park LLC does not construct the development as contemplated by the approvals
identified in Paragraph 2.13 of this Agreement, and submits applications for development that
are inconsistent with such approvals.
3.5 Enforceability. The Parties acknowledge that any willful and material breach of
this Agreement will result in irreparable harm, and therefore, in addition to any other remedies
that the Party would have, the non breaching Party would be entitled to temporary, preliminary
and permanent injunctions prohibiting the breaching Party from any such willful and material
breach. The Parties agree that monetary damages from a breach of this Agreement would be
difficult to ascertain and quantify; thus, specific performance is the proper remedy for any breach
of this Agreement.
3.6 Applicable Law/Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Washington. The venue for any dispute arising under
this Agreement shall be King County Superior Court.
3.7 Notice of Default /Opportunity to Cure /Dispute Resolution. In the event a Party,
acting in good faith, believes the other Party has violated the terms of this Agreement, the
aggrieved Party shall give the alleged offending Party written notice of the alleged violation by
sending a detailed written statement of the alleged breach. The alleged offending Party shall
have thirty (30) days from receipt of written notice in which to cure the alleged breach. This
notice requirement is intended to facilitate a resolution by the Parties of any dispute prior to the
initiation of litigation. Upon providing notice of an alleged breach, the Parties agree to meet and
agree upon a process for attempting to resolve any dispute arising out of this Agreement. A
lawsuit to enforce the terms of this Agreement shall not be filed until the latter of (a) the end of
the 30 day cure period or (b) the conclusion of any dispute resolution process.
3.8 Attorneys' Fees. In the event of any litigation or dispute resolution process
between the Parties regarding an alleged breach of this Agreement, neither Party shall be entitled
to any award of attorneys' fees.
3.9 No Third -Party Beneficiaries. 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 not 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.
3.10 Contingencies.
3.10.1. Should the Strander project not go forward or should the property
described in Exhibit `B" not be needed by the City, the easement granted by the City for parking
purposes on Exhibit "C" will become a permanent easement.
Page 6 of 9
3.10.2. This Agreement will terminate if development of the project described
herein is not commenced within 180 days of the effective date of this Agreement.
Commencement shall be defined as receiving the required foundation inspection, including
approval therefore by the City.
3.11 Entire Agreement. Counterparts, and Exhibits. This Agreement may be
executed in duplicate counterparts, each of which is deemed to be an original. The entire
Agreement consists of eight (8) pages, one (1) notary acknowledgement page, and five (5)
Exhibits, which constitutes in full the final and exclusive understanding and agreement of the
Parties and supersedes all negotiations and previous agreements between the Parties with respect
to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement
shall be in writing and signed by the appropriate authorities of Fountain Park and the City of
Tukwila.
3.12 Authority. The Parties each represent and warrant that they have full power and
actual authority to enter into this Agreement and to carry out all actions required of them by this
Agreement. All persons are executing this Agreement in their representative capacities and
represent and warrant that they have full power and authority to bind their respective
organizations.
3.13 Recording. Fountain Park shall record an executed copy of this Agreement with
the King County Auditor, pursuant to RCW 36.70B.190, no later than fourteen (14) days after
the Effective Date.
3.14 Existing Easements. No easement, in existence prior to this Agreement, on the
properties subject to this Agreement, shall be affected by this Agreement.
3.15 Legal Representation. In entering into this Agreement, Fountain Park
represents that it has been advised to seek legal advice and counsel from its attorney concerning
the legal consequences of this Agreement; that it has carefully read the foregoing Agreement and
knows the contents thereof, and signs the same of its own free act; and that it fully understands
and voluntarily accepts the terms and conditions of this Agreement.
3.16 Minor Modifications. Minor modifications from the approved development or
the exhibits attached hereto may be approved by the City's Department of Community
Development Director in accordance with the provisions of the City's code and shall not require
an amendment to this Agreement.
IN WITNESS WHEREOF, this Agreement has been entered into by and between Pacific
Commercial Properties and the City of Tukwila as of the day and year first above written.
FOUNTAIN PARK LLC
CITY OF TUKWILA
Page 7 of 9
By NTh
Steve Mullet, Mayor
Approved as to Form:
Shelley Kerslake, City Attorney
STATE OF WASHINGTON
ss:
COUNTY OF KING
WASt‘to
STATE OF WASf CiTON
ss:
COUNTY OF KING
On this 7 day of Vo e A-crs E e- 2006, before me personally appeared
Hyun J. Um, the Member of Fountain Park LLC, a Washington limited liability company that
executed the within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said company, for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
Printed Name: Kwnf a'ear Z H I �rz_
NOTARY PUBLIC in and for the State of
Washington
Residing at: A co 0 4
My commission expires: 8 -30 -0 V
On this '7 day of ��iy�t Fib 2006, before me personally appeared
Steve Mullet, known to me to be the Mayor of the City of Tukwila, a Washington municipal
corporation that executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of the City of Tukwila for the uses and
purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
�4i y O N 4 h
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Pr�,��ited Name: j j�= 6AiA// ERA/ 7 t-(
NOTARY PUBLIC in and for the State of
Washington 1
Residing at: �l ki,
My commission expires:. —A 5- O
Page 9 of 9
PROPOSIED PROPERTY EXHIBIT
CITY OF TUKWILA TO FOUNTAIN PARK I—Le- PROPERTIES, INC.
Ilk -CS.5-CP'l 4°S
(Op.-0.0.510_ tklelicri
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PROPOSED AREA TO
BE DEEDED FROM
THE CITY OF TJJK 1
TO FOUW.T.41 Is% PA 1€1
*36,590 S. F.
1 57' I--
4
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RES MAY 22 2005
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SCALE 17200'
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Exhibit A
LONGACRES
WAY
I •MONUMENTED e
SO. 156TH ST
I EXTENDED
AS eUILT 'TRACKS
ct
CC
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50' 5tyl
PREPARED BY:
EASTSIOE CONSULTANTS, IN C.
415 RAINIER BLVD. N.
ISSAOUAH, WA. 98027
PH: (425. L392-535 I
I
AS 81.11LT S TACK
EXPIRES :MAY 22 2005
N 1 Mr HENRY .4. 1,4FADER D.C. 461
S. LINE .GOVT LOT a
SEC. 24,"7:2.3W..,
PROPOSED PROPERTY EXHIBIT
P'OUNTAPV PAR LLC TO CITY OF TUKWILA
0 100. 200
I n= 1111.11Mi i
SCALE 1"=200'
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57'
100.00
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AS
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TO THE 'CITY 'OF
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LONGACRES
1 PREPARED SY:
WAY EA STS1DE CONSUL TAN TS. INC.
-MONUMENTEO 415 RAINIER BLVD. N.
SO. 158TH ST ISSAQUAH, WA. 98027
EXTENDED 1 PH: C425).392- 5331
Exhibit B
PROPOSED LEGAL DESCRIPTION
CITY OF TUKWILA TO FOUN TAIN PA?K LLC PROPERTIES, 1NC,
N
N
LOT 1 OF CITY OF TUKWILA SHORT PLAT NO. L98 -0007 AS FILED UNDER
KING COUNTY RECORDING NUMBER 9803129013, RECORDS OF KING
COUNTY, WASHINGTON:
EXCEPT THE EAST 100.00 FEET THEREOF.
CONTAINING AN AREA OF 36590 SQUARE FEET MORE OR LESS.
EXPIRES MAY 22 2005
U1 01
-1
Q-1 01
PROPOSED EASEMENT DESCRIPTION
CITY OF TUKWILA TO FOUNTNN PARK L LG
AS BUILT TRACKS I 1
I.
0 100 200
SCALE 1"200'
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Exhibit C
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414 L LAtiO
EXPIRES MAY 22 2007 j
W.M.
PREPARED BY:
EASTSIDE CONSULTANTS. INC.
415 RAINIER BLVD. N.
ISSAQUAH, WA. 98027
PH: (4,25]392 -5351
PROPOSED EASEMENT DESCRIPTION
CITY OF TUKWILA TO FOUNTA /A/ PA i e4 L L
THE WEST 30 FEET OF THE EAST 100.00 FEET OF LOTS 1 AND 2 OF
CITY OF TUKWILA SHORT PLAT NO. L98 -0007 AS FILED UNDER KING
COUNTY RECORDING NUMBER 9803129013, RECORDS OF KING COUNTY,
WASHINGTON.
TOGETHER WITH THE WEST 30 FEET OF THE EAST 100.00 FEET OF THE
FOLLOWING DESCRIBED PARCEL:
THAT PORTION OF THE HENRY MEADER DONATION CLAIM NO. 46 AND
OF SECTION 24, TOWNSHIP 23 NORTH, RANGE 4 EAST, •W.M., IN KING
COUNTY, WASHINGTON, LYING WEST OF THE BURLINGTON'NORTHERN
RAILROAD RIGHT -OF -WAY, EAST OF THE UNION PACIFIC RAILROAD
RIGHT -OF -WAY, AND SOUTH OFA LINE 137 FEET SOUTH OF THE NORTH
LINE QFSAID DONATION CLAIM AND NORTH OF THE CENTERLINE OF
LONGACRES WAY.
EXPIRES MAY 22 200701
PROPOSED LEGAL DESCRIPTION[
AREA TO BE ABANDONED BY UNION PACIFIC RAILROAD
AND ACQUIRED BY r-GUlV7 A //V, L [.G
THE EAST 43.00 FEET OF THE FOLLOWING DESCRIBED PARCEL:
THAT PORTION OF THE 100 FOOT WIDE UNION PACIFIC RAILROAD
RIGHT OF WAY A.K.A. CHICAGO MILWAUKEE ST. PAUL AMD PACIFIC
RAILROAD) LOCATED IN THE.SOUTHWEST QUARTER OF SECTION 24,
TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY,
WASHINGTON, WHICH LIES NORTHERLY OF THE CENTERLINE OF
LONGACRES WAYAND SOUTHERLY OF PRIMARY STATE HIGHWAY
!NUMBER 1 (INTERSTATE 406)
CONTAINI NG.AN AREA OF 59,180 SQUARE FEET MORE OR LESS.
*27
.Pj� ST S 1 o f
EXPIRES MAY 22 2005
.PROPOSED AREA TO BE
ABANDONED BY UNION
PACIFIC RAILROAD AND
ACQUIRED BY FOON7A /Al
PARK 1-.-i -4
59,180 S.F.
PROPOSED PROPERTY EXHIBIT
AREA TO BE ABANDONED BY UNION PACIFIC RAILROAD
AND ACQUIRED BY FOUNTA /N PARR 1 -LC.
0.C.
SEC LINE T Z NT LOT 4 W.M.
AS BUPLT TRACKS
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100 200
scaLE:
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Exhibit D
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EXIST. 100' Q
U.P. R/R RIGHT Z 1
OF WAY
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50' Sal EXPIRES MAY 22 2005
t ONGACR ES I
WAY
•MONUMENTED I
50. f58711 ST
EXTENDED
1 AS BUILT TRACKS
PREPARED BY:
EASTSIOE CONSULTANTS,
415 RAINIER BLVD. N.
ISSAQUAH, WA. 98027
PH: (.425)392 -5351
INC.
AS BUILT C TACKS
O 100• 200
a A
SCALE: 1" =200'
a J
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SO, 158TH ST
II
1 1
PROPOSED PROPERTY EXHIBIT
70U /\/77)/NP4 gK LL G COMBINED PARCEL
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Exhibit E
4 91; 1: 5 5 H\G��
4 LO NGAGRES
WAY
i
AS SUILTGT[ACKS
CONSTRUCTION STORAGE'
STAGING AREA