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HomeMy WebLinkAboutPermit PL10-021 - BOEING OREGON MASABI TRUST - FIDELITY AND DANIA COOPERATIVE PARKING AGREEMENTDANIA / FIDELITY PARKING 5920 S 180 ST PLI 0-021 L10-022 Beau H. Ellis PHONE: (206) 359-8061 FAX: (206) 359-9061 EMAIL: BEllis@perkinscoie.com June 7, 2010 VIA FIRST-CLASS MAIL Ms. Stacy MacGregor Assistant Planner City of Tukwila Department of Community Development 6300 Southcenter Blvd., Suite 100 Tukwila, WA 98188-2544 Perkins -1 Coie 1201 Third Avenue, Suite 480o Seattle, WA 98101-3099 PHONE: 206.359.8000 FAX: 206.359.9000 www.perkinscoie.com Re: Application for Covenant Parking Agreement - Fidelity/Dania Properties Dear Ms. MacGregor: Please find enclosed a copy of the conformed copy of the Parking and Reciprocal Ingress and Egress Easement Agreement between the Boeing Oregon Masabi Trust and Tri -Land Corporation, recorded on June 7, 2010, in the real property records of King County, Washington. Thank you for you assistance throughout the course of this project. If you have any questions, please do not hesitate to contact me. Sincerely, Beau Ellis Enclosure RECEIVED 'JUN 08 20101 taw omen ter' 71485-0002/LEGAL 18466171.1 ANCHORAGE • BEIJING • BELLEVUE • BOISE • CHICAGO • DENVER • LOS ANGELES • MADISON MENLO PARK • PHOENIX • PORTLAND • SAN FRANCISCO SEATTLE • SHANGHAI • WASHINGTON, D.C. Perkins Coie LLP and Affiliates Return Address Perkins Coie LLP 1201 Third Avenue, Suite 4800 Seattle, Washington 98101-3099 Attention: James D. Gradel CONFORMED COPY 20100607000945 PERKINS COIE AG 76.00 PAGE -001 OF 015 06/07/2010 13:34 Document Title(s) (or transactions contained therein): 1. Parking and Reciprocal Ingress and Egress Easement Agreement Reference Number(s) of Documents assigned or released: (on page 1 of documents(s)) Grantor(s) (Last name first, then first name and initials): 1. William E. Boeing, Jr., as Co -Trustee under the Indenture of Trust, Dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 2. Wells Fargo Bank N.A., as Co -Trustee under the Indenture of Trust, dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 3. Tri -Land Corporation Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. Tri -Land Corporation 2. William E. Boeing, Jr., as Co -Trustee of the Indenture of Trust, Dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 3. Wells Fargo Bank, N.A., as Co -Trustee of the indenture of Trust, dated May 25, 1932, and Executed by W.E. Boeing, as Trustor QAdditional names on page of document. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) Ptn. NW'/aNE'/< of S35, T23N, R4E, W.M., all in King County, WA. Full legal is on pages 11-12 of document. Assessor's Property Tax ParceUAccount Number 3523049105 3523049103 PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT 00045 -0028/LEGAL 17613659.3 STAMP AND RETURN PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT This Parking and Reciprocal Ingress and Egress Easement Agreement (this "Agreement") is made and entered into as of the 15-% day of June_ , 2010, ("Effective Date") by and between WILLIAM E. BOEING, JR., and WELLS FARGO BANK, N.A., as Co -Trustees under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor (the "BOEING OREGON MASABI TRUST" or "BOMT"), and TRI -LAND CORPORATION, a Washington corporation ("Tri -Land"). RECITALS A. BOMT is the owner of certain real property, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, which is located at 5920 S. 180th Street, Tukwila, Washington (the "Fidelity Property"). B. Tri -Land is the owner of certain real property, more particularly described on Exhibit B attached hereto and incorporated herein by this reference, which is located at 1251 Andover Park West, Tukwila, Washington (the "Tri -Land Property"). C. BOMT and Tri -Land previously entered into that certain RECIPROCAL EASEMENT FOR INGRESS AND EGRESS dated September 9, 2009, and recorded in the real property records of King County, Washington, on November 10, 2009, under Recording No. 20091110000719 (the "Prior Agreement"). D. BOMT and Tri -Land are entering this Agreement to revoke and terminate the Prior Agreement and to create a new parking easement that burdens the Fidelity Property, along with new reciprocal easements that burden both the Fidelity Property and the Tri -Land Property in favor of the other for ingress and egress on and to driveways and drive aisles of the Properties. AGREEMENT NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Revocation of Prior Agreement. BOMT and Tri -Land hereby revoke and terminate the Prior Agreement. PARKING AND RECIPROCAL WGRESS AND EGRESS EASEMENT AGREEMENT PAGE 1 00045-0028/LEGAL 17613659.3 Parking Easement. 2.1 Grant of Parking Easement. BOMT for itself, its successors and assigns hereby grants, declares and establishes an easement for the use of twenty-two (22) off-street parking stalls (the "Parking Easement") over that portion of the Fidelity Property (the "Parking Area") depicted on the site plan attached hereto as Exhibit C and incorporated herein by this reference (the "Site Plan"), which Parking Easement is intended to run with the land, benefiting the Tri -Land Property and burdening the Fidelity Property, all as described in this Agreement. Expressly excluded from this Agreement are all five (5) of the Fidelity Property's American's with Disabilities Act parking stalls. 2.2 Assignment. The Parking Easement shall be for the sole benefit of Tri -Land, its tenants, and its successors. Tri -Land shall have no right to assign, encumber or otherwise transfer any interest in this Agreement or any part of the Parking Area, other than assignments, encumbrances, or other transfers associated with a conveyance of the entire Tri - Land Property. 3. Reciprocal Ingress and Egress Easement. 3.1 Grant of Reciprocal Ingress and Egress Easement. BOMT and Tri -Land mutually grant their employees, contractors, tenants, visitors, agents and invitees an easement for ingress and egress for motor vehicles, and for maneuvering of delivery vehicles (the "Access Easement") over those portions of the Fidelity Property and the Tri -Land Property (the "Mutual Access Area") depicted on Exhibit C. The Access Easement is intended to run with the land, benefiting and burdening both the Tri -Land Property and the Fidelity Property, all as described in this Agreement. 3.3 Use of the Mutual Access Area. BOMT and Tri -Land, their employees, contractors, tenants, visitors, agents and invitees may use the Mutual Access Area for ingress, egress, and maneuvering of delivery vehicles. 3.3 Parking in Mutual Access Area. No motor vehicle parking is allowed within the Mutual Access Area except in the parking stalls and, in the case of delivery vehicles, the delivery bays, as depicted on the Site Plan. 3.4 Future Parking. BOMT, in its sole discretion, may add additional parking stalls to the Fidelity Property in a number and arrangement similar, but not necessarily identical, to those located within the Mutual Access Area and on the Tri -Land Property, as depicted on the Site Plan. The addition of such new parking is conditioned upon that parking having no material impact upon Tri -Land's operations on the Tri -Land Property. 3.5 Assignment. BOMT and Tri -Land shall not assign, encumber or otherwise transfer any interest in this Agreement or any part of the Mutual Access Area, other than PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 2 00045-0028/LEGAL 1 7613659.3 assignments, encumbrances, or other transfers associated with the conveyance of the Fidelity Property or Tri -Land Property in their. entireties. 4. Easements to Run with the Land. This Agreement, all other covenants, agreements, rights, and obligations created hereby, shall run with the Fidelity Property and the Tri -Land Property, and shall be binding on and inure to the benefit of all persons having or acquiring fee title to the Fidelity Property or Tri -Land Property, all upon the terms, provisions, and conditions set forth herein. This Agreement, and all rights and obligations of BOMT and Tri -Land with respect to the Parking Area and the Mutual Access Area, both set forth herein, will commence as of the Effective Date and shall continue in perpetuity. 5. Maintenance. 5.1 Parking Area. BOMT and its successors shall be responsible, at its sole cost and expense, for all maintenance and repair of the Parking Area, except as provided in Section 8.2 of this Agreement. 5.2 Mutual Access Area. BOMT and Tri -Land and their successors shall each be responsible for all maintenance, repair, and if necessary, replacement of the portion of the Mutual Access Area located on the Fidelity Property and the Tri -Land Property, respectively. All maintenance and repair shall be at such owner's sole cost and expense. 6. Consideration. The easements granted under this Agreement are mutual and reciprocal and the grant and conveyance by each party is in consideration of the grant and conveyance by the other. Neither BOMT nor Tri -Land may collect, attempt to collect or permit the collection of any charge or fee for access to or through the Parking Area or Mutual Access Area, or for the exercise of any easement rights granted under this Agreement. 7. Improvement. BOMT and Tri -Land each may, at such party's own cost and expense, improve the Fidelity Property and the Tri -Land Property, respectively, subject to the easements granted hereby in any manner consistent with the purposes of such reciprocal easements; provided that (i) such improvements shall comply with all applicable laws; and (ii) no such improvements shall unreasonably impair the continuous and uninterrupted use of the Parking Area and Mutual Access Area for the purposes set forth in this Agreement. 8. Indemnification. BOMT and Tri -Land agree to indemnify one another according to the following: 8.1 BOMT Indemnification. BOMT hereby agrees to defend, indemnify and hold harmless Tri -Land, its officials, employees, agents and staff to the extent permitted by law from any and all claims, liabilities, legal actions, damages, legal fees/costs, debts, demands, or claims of every kind or nature whatsoever arising out of any acts or omissions of BOMT in connection with this Agreement; provided, however, that the requirements of this PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 3 00045-0028/LEGAL 17613659.3 • • paragraph shall not apply to that portion of any such claim that reflects Tri -Land's own negligence. Additionally, BOMT agrees to pay for all damages to Tri -Land -owned property resulting from BOMT's use the Mutual Access Area. 8.2 Tri -Land Indemnification. Tri -Land hereby agrees to defend, indemnify and hold harmless BOMT, its elected and appointed officials, officers, directors, managers, employees, and agents from any and all claims, liabilities, legal actions, damage, legal fees/costs, debts, demands, or claims of every kind or nature whatsoever arising out of any act or omission of Tri -Land in connection with this Agreement; provided, however, that the requirements of this paragraph shall not apply to that portion of any such claim that reflects BOMT's own negligence. Additionally, Tri -Land agrees to pay for all damages to BOMT- owned property resulting from Tri -Land's use of the Parking Area and the Mutual Access Area. 8.3 Claims. The party seeking indemnification under this Section 8 (the "Indemnitee") shall notify the other party (the "Indemnitor") in writing of the subject action or claim promptly after the Indemnitee learns of the same, cooperate with the Indemnitor, at the Indemnitor's expense, in connection with the defense and settlement of the claim or action and permit the Indemnitor to control the defense and settlement of such action or claim, provided that the Indemnitor may not settle the action or claim without the Indemnitee's prior written consent, which will not be unreasonably withheld. Further, the Indemnitee, at its expense, may participate in the defense and settlement of the action or claim with counsel of its own choosing. 9. Taxes and Insurance. 9.1 Taxes. BOMT and Tri -Land shall each pay the property taxes and assessments applicable to the portions of their respective properties addressed by this Agreement. 9.2 Insurance. BOMT and Tri -Land shall each obtain and at all times maintain an insurance policy or policies insuring the other against liability for injury or death of persons or damage to property arising out of the use, operation, and maintenance of the Parking Area and Access Area on their respective Properties, such insurance to be in a sum of not less than One Million Dollars ($1,000,000) combined single limit with respect to injuries to or death of persons and destruction of or damage to property. Upon a Party's request, the other Party shall submit written evidence that such insurance policy or policies are in effect. 9.3 Waiver of Subrogation. Neither BOMT nor Tri -Land shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or tangible personal property of the other or of any third party occurring in or about the Fidelity Property, Tri -Land Property, Mutual Access Area, or Parking Area, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if such loss or damage PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 4 00045-0028/LEGAL 17613659.3 • • would fall within the scope of a fire and extended coverage (all risk) policy of insurance, whether or not the party suffering the loss actually maintained such insurance. Each party shall obtain from its respective insurer under each insurance policy it maintains a waiver of all rights of subrogation that the insurer of one party may have against the other party, and BOMT and Tri -Land shall each indemnify the other against any loss or expense, including reasonable attorneys' fees, resulting from the failure to obtain such a waiver. 10. Tenants. BOMT and Tri -Land acknowledge and agree that each may have a tenant or tenants at their respective Properties (the "Tenants") and that the Tenants may in turn be responsible under their leases for the performance and payment of obligations of BOMT and Tri -Land under this Agreement. BOMT and Tri -Land each shall, to the extent the obligations of the other under this Agreement are satisfied, accept such performance and payment by the Tenants. 11. Modifications or Revocation: This Agreement may not be modified, changed, altered, or revoked unless the Parties agree in writing. Any modification or revocation of this Agreement is not effective unless first approved by the City of Tukwila (the "City"). 12. Notices. Notices required to be given under this Agreement shall be in writing and shall be given as follows, or to other such addresses as BOMT, Tri -Land, and the City may from time to time provide: If to BOMT: If to Tri -Land: If to City: 1325 Fourth Avenue, Suite 1940 Seattle, Washington 98110 1325 Fourth Avenue, Suite 1940 Seattle, Washington 98110 Director of Community Development City of Tukwila Department of Community Development 6300 Southcenter Blvd., Suite 100 Tukwila, WA 98188-2544 Notices shall be delivered in person or by United States mail, postage prepaid, certified or registered mail, return receipt requested, or recognized overnight courier. 13. Incorporation of Recitals. The above recitals are true and correct and incorporated herein. 14. Entire Agreement. This Agreement contains the complete and integrated understanding of the Parties and supersedes all other understanding, agreements or negotiations whether oral or written not set forth herein. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 5 00045 -0028/LEGAL 17613659.3 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 16. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, the remainder of the Agreement shall remain in full force and effect. (Signatures on Following Pagel PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 6 00045-0028/LEGAL 17613659.3 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above. WILLIAM E. BOEING, JR., AS CO-TRI!STEE UNDER THE INDENTURE OF TRUST, DATED MAY 25, 1932, AND EXECUTED BY W.E. BOEING, AS TRUSTOR WELLS FARGO BANK, N.A., AS CO -TRUSTEE UNDER THE INDENTURE OF TRUST, DATED MAY 25, 1932, ANXEC D BY W.E. BOEING, AST ► .1140 Af;ide7/ TRI -LAND CORPORATION By 1.)Name:Iack J. Link Title: President PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 7 00045-0028/LEGAL 17613659.3 STATE OF WASHINGTON ) t ) ss. COUNTY OF �e Yf= ) On this 1%.7 'day of r Cc, ti , 2010, before me, the undersigned, a Notary Public in and for the State of Wdshington, duly commissioned and sworn, personally appeared WILLIAM E. BOEING, JR., to me known to be the person who signed as Co - Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, and who executed the within and foregoing instrument and acknowledged said instrument to be his free and voluntary act and deed for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument as Co - Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor. - IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. DON W. COOMBS STATE OF WASHINGTON NOTARY PUBLIC MY COMMISSION EXPIRES 05-21-12 (A) &iVe7-1—(Sign()°a,4 ture of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at (3e b(c [J 4-4 My appointment expires: •s'. 2.1 • 17 --- PARKING i PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 8 00045-0028/LEGAL 17613659.3 STATE OF WASHINGTON ) ) ss. COUNTY OF _ ) On this 1 s day of , 2010, before me, the undersigned, a Notary Public in and for the St* of Washington, duly commissioned and,sworn, personally appeared -\ S, �,,r- , to me known to be the person who signed as V L (}rte S i A. • of WELLS FARGO BANK, N.A., the Co -Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, the national banking association that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of Wells Fargo Bank, N.A., as Co -Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, for the uses and purposes therein mentioned; and on oath stated that was authorized to execute the said instrument on behalf of Wells Fargo Bank, N.A., and that Wells Fargo Bank, N.A., was authorized to execute said instrument on behalf of the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. -QO-AQ 4-k L Pit, C -1 - (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at cA-k-1-�. My appointment expires: 3 - Z°i— i 4( PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT 00045-0028/LEGAL 176136 59.3 PAGE 9 • • STATE OF WASHINGTON ) ) ss. COUNTY OF Kt >d? On this VI day of /i(&'j , 2010, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared JACK J. LINK, to me known to be the person who signed as president of TRI -LAND CORPORATION, the corporation that executed the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said corporation for the for the uses and purposes therein mentioned, and on oath stated that he was duly elected, qualified and acting as said officer of the corporation and that he was authorized to execute said instrument. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written. DON W. COOMBS STATE OF WASHINGTON NOTARY PUBLIC MY COMMISSION EXPIRES 05-21-12 t -L) ark41-1___ (Signature of Notary) AJ W. L ao s - (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at <9e ((eUt.tC My appointment expires: 5^ 2-(. W PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 10 00045-0028/LEGAL 17613659.3 EXHIBIT A Legal Description of Fidelity Property THE WEST 250 FEET MEASURED AT RIGHT ANGLES TO THE WEST LINE OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 01°51'39" WEST ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 1,003.74 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 30.00 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 87°55'02" WEST A DISTANCE OF 270.00 FEET; THENCE NORTH 01°51'39" EAST A DISTANCE OF 272.50 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 440.70 FEET; THENCE SOUTH 01°51'39" WEST A DISTANCE OF 553.89 FEET TO A LINE 36 FEET NORTH OF THE CENTERLINE OF SOUTH 180TH STREET; THENCE SOUTH 87°50'09" EAST ALONG SAID LINE A DISTANCE OF 685.17 FEET; THENCE ALONG A CURVE TO THE LEFT, THE CENTER OF WHICH BEARS WEST 27°26'23" WEST HAVING A RADIUS OF 50.00 FEET, AN ARC DISTANCE OF 52.97 FEET THROUGH A CENTRAL ANGLE OF 60°41'58" TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 238.66 FEET TO THE TRUE POINT OF BEGINNING; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS A STRIP OF LAND 50 FEET IN WIDTH DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO 186 CORPORATION BY DEED RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST A DISTANCE OF 660.70 FEET; THENCE SOUTH 01°51'39" WEST PARALLEL TO ANDOVER PARK WEST A DISTANCE OF 50.00 FEET; THENCE SOUTH 87°55'02" EAST A DISTANCE OF 930.70 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 50.00 FEET TO THE SOUTHEAST CORNER OF SAID TRACT OF LAND CONVEYED BY INSTRUMENT RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST ALONG THE SOUTH LINE OF SAID TRACT OF LAND A DISTANCE OF 270.00 FEET TO THE POINT OF BEGINNING. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 11 00045-0028/LEGAL 17613659.3 EXHIBIT B Legal Description of Tri -Land Property THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 0l°51'39" WEST ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 1,003.74 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 30.00 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 87°55'02" WEST A DISTANCE OF 270.00 FEET; THENCE NORTH 01°51'39" EAST A DISTANCE OF 272.50 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 440.70 FEET; THENCE SOUTH 01°51'39" WEST A DISTANCE OF 553.89 FEET TO A LINE 36 FEET NORTH OF THE CENTERLINE OF SOUTH 180TH STREET; THENCE SOUTH 87°50'09" EAST ALONG SAID LINE A DISTANCE OF 685.17 FEET; THENCE ALONG A CURVE TO THE LEFT, THE CENTER OF WHICH BEARS WEST 27°26'23" WEST HAVING A RADIUS OF 50.00 FEET, AN ARC DISTANCE OF 52.97 FEET THROUGH A CENTRAL ANGLE OF 60°41'58" TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39 EAST ALONG SAID WEST MARGIN A DISTANCE OF 238.66 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THE WEST 250 FEET THEREOF MEASURED AT RIGHT ANGLES TO THE WEST LINE THEREOF; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS A STRIP OF LAND 50 FEET IN WIDTH DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO 186 CORPORATION BY DEED RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST A DISTANCE OF 660.70 FEET; THENCE SOUTH 01°51'39" WEST PARALLEL TO ANDOVER PARK WEST A DISTANCE OF 50.00 FEET; THENCE SOUTH 87°55'02" EAST A DISTANCE OF 930.70 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 50.00 FEET TO THE SOUTHEAST CORNER OF SAID TRACT OF LAND CONVEYED BY RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST ALONG THE SOUTH LINE OF SAID TRACT OF LAND A DISTANCE OF 270.00 FEET TO THE POINT OF BEGINNING. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT 00045-0028/LEGAL 17613659.3 PAGE 12 • • EXHIBIT C Site Plan [See attached document] ,PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 13 00045-0028/LEGAL 17613659.3 TRI-LAND DRIVE j 1�'u^NEE Il J 25oLD1C1 _ 1 I 1®I PI Fl a FIDELITY B TLDc+G AREA GF WORK 4 � i T 11111111 881'50tTE(OEED) S 180TH STREET NSTsOZWTC) - .129.291M1 TRI-LAND DRIVE,lST•5,,9-W C N5]'S5L2w(DEED) 90 2D(C1 I NerSI'Tpw(CI I i9DID}CI .17 wirssmwloEi m ! ®� I III E.3151, N.DEG TO RSTuw E+M1iiYaES.S.1264RE-AN iT1013AL 5RE PAR:M;2 ... IaD.D Had+ED RR Devil Q,EE Oe8 6 O • In 3 T ,.1 ...CR!ATErn. rw.xw EFTTE2eaux.u-� c-.ax P•a:.G:GEETER, MI ce 112 TE T0E1,1 P4RID.R'i FIG. RED • 61 T.T. E%ronED ROOM RTn ) 11:500E 534665F Al I pot :CLD Y•ll REM RED . ®m C R.5,51E S" AT I >'DDD ri• 6 .anaE- I•:RIUG .rr.- or. • 22 Ja7A£T 5 �iw&cT.20. SD CXYa Ta22313ED OP- SITES• 236 YALS TC4 Es Si. 910DMG TC €r.0 MC s12163 ,ar,221WW(C1 228D0IC1 d 1 ESTDTW(DE£D) ///////N/7/. S 180TH STREET fa NOT,V02W(C1 12292RITE— I4IOCYL t a He I 1 52.9TIC11D M) s0.158(C)ED, DfioYIYICI(DEEDI e-J p„ sest AS YCED SITE PLAN ! SD-3 SCALE: ;'•3C'e' • City of Tukwila • Jim Haggerton, Mayor Department of Community Development NOTICE OF DECISION TO: Frank Agostino Corporate Real Estate, Inc. 1000 Second Avenue, Suite 3550 Seattle, WA fiagostino@corporaterealestateinc.com Jack Pace, Director May 19, 2010 This letter serves as a notice of decision and is issued pursuant to TMC 18.104.170 on the following project and permit approval. I. PROJECT INFORMATION File Number: L10-022, (Covenant Parking Facility) Applicant: Frank Agostino, Corporate Real Estate, Inc. Request: Cooperative Parking Facility—Covenant Parking Location: 5920 S. 180th Street, parcel # 3523049105 and 1251 Andover Park W, parcel # 3523049103 COMPREHENSIVE PLAN & ZONING DESIGNATION: Tukwila Urban Center (TUC) II. DECISION SEPA Determination: The City SEPA Responsible Official has determined that this application does not require a SEPA threshold determination because it is categorically exempt. Decision on Substantive Permit: The DCD Deputy Director has approved the covenant parking agreement subject to the conditions outlined below. Following building permit final approval, the project will meet the parking requirements for the stated uses. Conditions: 1. The applicant shall record the attached Parking and Reciprocal Ingress and Egress Easement Agreement. 2. If the covenant parking agreement is modified or terminated, the owner of the parking spaces shall be responsible for notifying the Director and documenting how the parking requirements are met. 3. As a condition of the pending building permit (D10-035) and prior to final building permit approval, at least 194 parking stalls shall be provided on the two sites per the approved plan set and per this agreement. III. YOUR APPEAL RIGHTS The Decision on this Permit Application is a Type 2 decision pursuant to Tukwila Municipal Code 18.104.010. Other land use applications related to this project may still be pending. One administrative appeal to the Hearing Examiner of the SM Page 1 of 2 05/18/2010 H:\A 295 Fidelity\L10-022 Parking Variance NOD.doc 6300 Southcenter Boulevard, Suite 4100 • Tukwila, Washington 98188 • Phone 206-431-3670 • Fax: 206-431-3665 • • Decision on the Permit itself is permitted. A party who is not satisfied with the outcome of the administrative appeal process may file an appeal in King County Superior Court from the Hearing Examiner decision. IV. PROCEDURES AND TIME FOR APPEALING In order to appeal the decision on the Permit Application, a written notice of appeal must be filed with the Department of Community Development within 14 days of the issuance of this Decision, by June 2, 2010. The requirements for such appeals are set forth in Tukwila Municipal Code18.116. 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 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. V. APPEAL HEARINGS PROCESS Any administrative appeal regarding the Permit shall be conducted as an open record hearing before the Hearing Examiner based on the testimony and documentary evidence presented at the open record hearing. The Hearing Examiner decision on the appeal is the City's final decision. Any party wishing to challenge the Hearing Examiner decision on this application must file an appeal pursuant to the procedures and time limitations set forth in RCW 36.70C. An appeal challenging a DNS, an MDNS or an EIS may be included in such an appeal. If no appeal of the Hearing Examiner decision is properly filed in Superior Court within such time limit, the Decision on this permit will be final. VI. INSPECTION OF INFORMATION ON THE APPLICATION Project materials including the application, any staff reports, and other studies related to the permits are available for inspection at the Tukwila Department of Community Development, 6300 Southcenter Blvd., Suite 100, Tukwila, Washington 98188 from Monday through Friday between 8:30 a.m. and 4:30 p.m. The project planner is Stacy MacGregor, who may be contacted at 206-431-3670 for further information. Property owners affected by this decision may request a change in valuation for their property tax purposes. Contact the King County Assessor's Office for further information regarding property tax valuation changes. Department of Community D; : opment City of Tukwila SM Page 2 of 2 05/18/2010 H:\A 295 Fidelity\L10-022 Parking Variance NOD.doc City of Tukwila • • Jim Haggerton, Mayor Department of Community Development Jack Pace, Director Staff Report Special Permission -Director May 18, 2010 File Number: L10-022, (Covenant Parking Facility) Applicant: Frank Agostino, Corporate Real Estate, Inc. Request: Cooperative Parking Facility—Covenant Parking Location: 5920 S. 180th Street, parcel # 3523049105 and 1251 Andover Park W, parcel # 3523049103 Comprehensive Plan Designation/Zoning: Tukwila Urban Center (TUC) SEPA Determination: Exempt Staff: Stacy MacGregor, Assistant Planner Recommendation: Approval Request These two adjacent properties are owned by the Boeing Oregon Masabi Trust (BOMT) and Tri -land Corporation, an affiliate of BOMT (Tri -Land). The two sites currently share an easement for ingress and egress. Application for redesign of the BOMT site and reconfiguration of a shared drive aisle will result in the Tri -Land site not having enough parking to meet code. This request is to replace the reciprocal easement for ingress and egress with a new reciprocal easement and shared parking agreement. The BOMT site shall provide parking to the benefit of the Tri -Land site and the two parcels combined will provide enough parking for the proposed uses. Review Criteria 1. Per TMC 18.56.070E, application for shared, covenant or complimentary parking shall be processed as a Type 2 decision (TMC 18.108.020). TMC 18.56.070(B) lists the approval criteria for covenant parking. It states that when off-site parking is provided on a lot other than the lot of the use to which it is accessory, the following conditions apply: 1. A covenant between the owner or operator of the principal use, the owner of the parking spaces, and the City stating the responsibilities of the parties shall be executed. This covenant and accompanying legal descriptions of the principal use and the lot upon which the spaces are to be located shall be recorded with King County and a copy with the recording number and parking layouts shall be submitted as part of any permit application for development. 2. The covenant lot must be within 800 feet of the primary commercial use or a shuttle service to the use must be provided with its route, serve and operations approved by the Director. SM Page 1 of 2 05/18/2010 H: \ A 295 Fidelity\ L10-022 Parking Variance SR.doc 6300 Southcenter Boulevard, Suite #100 Tukwila, Washington 98188 • Phone 206-431-3670 • Fax: 206-431-3665 • • This application is for a Type 2 decision and includes a reciprocal easement agreement for ingress, egress and parking allowing shared ingress and egress and providing 22 parking stalls on the BOMT parcel for the benefit of the Tri -Land parcel. The City has reviewed the agreement and the applicant intends to record this agreement after receiving this approval. All of the proposed parking is within 800 feet of the primary uses. 2. Per TMC 18.56.070(C), when any shared or covenant parking agreement between parties is modified or terminated, the owner of the parking spaces shall be responsible for notifying the Director and documenting how the parking requirements will be met. Should the parking agreement be terminated or modified in the future, this requirement will need to be met. 3. TMC Title 18, Figure 18-7 provides a table of the required number of parking spaces for automobiles and bicycles. In 2009, the Tri -Land property received an administrative parking variance (L08-069) granting a 10% reduction in the required parking spaces at the Tri -land site. This variance reduces the required parking on the Tri -Land site from 166 stalls to 149 stalls. In 2010, the BOMT site applied to reconfigure the office and warehouse uses on the BOMT site (L10-009). Office use is parked at 3 stalls per 1,000 square feet; warehouse use is parked at 1 stall per 2,000 square feet. The project proposes approximately 6,000 square feet of office requiring 18 parking stalls and 54,000 square feet of warehouse requiring 27 parking stalls. Total parking required on the two sites to meet code and the previous parking variance is 194 stalls. The project is proposing 236 stalls; 127 on the Tri -Land site and 109 on the BOMT site. Conclusion This project meets the parking requirements for the proposed uses. 194 stalls are required and. 236 stalls are proposed. The applicant shall record the attached reciprocal easement agreement and provide a copy of the recording number to the City. Further, the applicant shall stripe the parking lot according to the approved plan to provide at least 194 stalls between the two sites. Any amendments to the covenant parking agreement shall be subject to approval of the City. Staff's Recommendation The covenant parking agreement should take effect subject to the following conditions: 1. The applicant shall record the attached Parking and Reciprocal Ingress and Egress Easement Agreement. 2. If the covenant parking agreement is modified or terminated, the owner of the parking spaces shall be responsible for notifying the Director and documenting how the parking requirements are met. 3. As a condition of the pending building permit (D10-035) and prior to final building permit approval, at least 194 parking stalls shall be provided on the two sites per the approved plan set and per this agreement. Attachments: 1. Parking and Reciprocal Ingress and Egress Easement Agreement 11)10 ate: SM Page 2 of 2 05/18/2010 H:\A 295 Fidelity\L10-022 Parking Variance SR.doc • • Return Address Perkins Coie LLP 1201 Third Avenue, Suite 4800 Seattle, Washington 98101-3099 Attention: James D. Gradel Document Title(s) (or transactions contained therein): 1. Parking and Reciprocal Ingress and Egress Easement Agreement . Reference Number(s) of Documents assigned or released: (on page 1 of documents(s)) Grantor(s) (Last name first, then first name and initials): 1. William E. Boeing, Jr., as Co -Trustee under the Indenture of Trust, Dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 2. Wells Fargo Bank N.A., as Co -Trustee under the Indenture of Trust, dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 3. Tri -Land Corporation Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. Tri -Land Corporation 2. William E. Boeing, Jr., as Co -Trustee of the Indenture of Trust, Dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 3. Wells Fargo Bank, N.A., as Co -Trustee of the Indenture of Trust, dated May 25, 1932, and Executed by W.E. Boeing, as Trustor Additional names on page of document. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) Ptn. NW'/4NE'/4 of S35, T23N, R4E, W.M., all in King County, WA. Full legal is on pages 11-12 of document. Assessor's Property Tax Parcel/Account Number 3523049105 3523049103 PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT 00045-0028/LEGAL 17613659.3 • • PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT • This Parking and Reciprocal Ingress and Egress Easement Agreement (this "Agreement") is made and entered into as of the day of , 2010, ("Effective Date") by and between WILLIAM E. BOEING, JR., and WELLS FARGO BANK, N.A., as Co -Trustees under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor (the "BOEING OREGON MASABI TRUST" or "BOMT"), and TRI -LAND CORPORATION, a Washington corporation ("Tri -Land"). RECITALS A. BOMT is the owner of certain real property, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, which is located at 5920 S. 180th Street, Tukwila, Washington (the "Fidelity Property"). B. Tri -Land is the owner of certain real property, more particularly described on Exhibit B attached hereto and incorporated herein by this reference, which is located at 1251 Andover Park West, Tukwila, Washington (the "Tri -Land Property"). C. BOMT and Tri -Land previously entered into that certain RECIPROCAL EASEMENT FOR INGRESS AND EGRESS dated September 9, 2009, and recorded in the real property records of King County, Washington, on November 10, 2009, under Recording No. 20091110000719 (the "Prior Agreement"). D. BOMT and Tri -Land are entering this Agreement to revoke and terminate the Prior Agreement and to create a new parking easement that burdens the Fidelity Property, along with new reciprocal easements that burden both the Fidelity Property and the Tri -Land Property in favor of the other for ingress and egress on and to driveways and drive aisles of the Properties. AGREEMENT NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Revocation of Prior Agreement. BOMT and Tri -Land hereby revoke and terminate the Prior Agreement. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 1 00045-0028/LEGAL 17613659.3 2. Parking Easement. 2.1 Grant of Parking Easement. BOMT for itself, its successors and assigns hereby grants, declares and establishes an easement for the use of twenty-two (22) off-street parking stalls (the "Parking Easement") over that portion of the Fidelity Property (the "Parking Area") depicted on the site plan attached hereto as Exhibit C and incorporated herein by this reference (the "Site Plan"), which Parking Easement is intended to run with the land, benefiting the Tri -Land Property and burdening the Fidelity Property, all as described in this Agreement. Expressly excluded from this Agreement are all five (5) of the Fidelity Property's American's with Disabilities Act parking stalls. 2.2 Assignment. The Parking Easement shall be for the sole benefit of Tri -Land, its tenants, and its successors. Tri -Land shall have no right to assign, encumber or otherwise transfer any interest in this Agreement or any part of the Parking Area, other than assignments, encumbrances, or other transfers associated with a conveyance of the entire Tri - Land Property. 3. Reciprocal Ingress and Egress Easement. 3.1 Grant of Reciprocal Ingress and Egress Easement. BOMT and Tri -Land mutually grant their employees, contractors, tenants, visitors, agents and invitees an easement for ingress and egress for motor vehicles, and for maneuvering of delivery vehicles (the "Access Easement") over those portions of the Fidelity Property and the Tri -Land Property (the "Mutual Access Area") depicted on Exhibit C. The Access Easement is intended to run with the land, benefiting and burdening both the Tri -Land Property and the Fidelity Property, all as described in this Agreement. 3.3 Use of the Mutual Access Area. BOMT and Tri -Land, their employees, contractors, tenants, visitors, agents and invitees may use the Mutual Access Area for ingress, egress, and maneuvering of delivery vehicles. 3.3 Parking in Mutual Access Area. No motor vehicle parking is allowed within the Mutual Access Area except in the parking stalls and, in the case of delivery vehicles, the delivery bays, as depicted on the Site Plan. 3.4 Future Parking. BOMT, in its sole discretion, may add additional parking stalls to the Fidelity Property in a number and arrangement similar, but not necessarily identical, to those located within the Mutual Access Area and on the Tri -Land Property, as depicted on the Site Plan. The addition of such new parking is conditioned upon that parking having no material impact upon Tri -Land's operations on the Tri -Land Property. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 2 00045-0028/LEGAL 17613659.3 • • 3.5 Assignment. BOMT and Tri -Land shall not assign, encumber or otherwise transfer any interest in this Agreement or any part of the Mutual Access Area, other than assignments, encumbrances, or other transfers associated with the conveyance of the Fidelity Property or Tri -Land Property in their entireties. 4. Easements to Run with the Land. This Agreement, all other covenants, agreements, rights, and obligations created hereby, shall run with the Fidelity Property and the Tri -Land Property, and shall be binding on and inure to the benefit of all persons having or acquiring fee title to the Fidelity Property or Tri -Land Property, all upon the terms, provisions, and conditions set forth herein. This Agreement, and all rights and obligations of BOMT and Tri -Land with respect to the Parking Area and the Mutual Access Area, both set forth herein, will commence as of the Effective Date and shall continue in perpetuity. 5. Maintenance. 5.1 Parking Area. BOMT and its successors shall be responsible, at its sole cost and expense, for all maintenance and repair of the Parking Area, except as provided in Section 8.2 of this Agreement. 5.2 Mutual Access Area. BOMT and Tri -Land and their successors shall each be responsible for all maintenance, repair, and if necessary, replacement of the portion of the Mutual Access Area located on the Fidelity Property and the Tri -Land Property, respectively. All maintenance and repair shall be at such owner's sole cost and expense. 6. Consideration. The easements granted under this Agreement are mutual and reciprocal and the grant and conveyance by each party is in consideration of the grant and conveyance by the other. Neither BOMT nor Tri -Land may collect, attempt to collect or permit the collection of any charge or fee for access to or through the Parking Area or Mutual Access Area, or for the exercise of any easement rights granted under this Agreement. 7. Improvement. BOMT and Tri -Land each may, at such party's own cost and expense, improve the Fidelity Property and the Tri -Land Property, respectively, subject to the easements granted hereby in any manner consistent with the purposes of such reciprocal easements; provided that (i) such improvements shall comply with all applicable laws; and (ii) no such improvements shall unreasonably impair the continuous and uninterrupted use of the Parking Area and Mutual Access Area for the purposes set forth in this Agreement. 8. Indemnification. BOMT and Tri -Land agree to indemnify one another according to the following: 8.1 BOMT Indemnification. BOMT hereby agrees to defend, indemnify and hold harmless Tri -Land, its officials, employees, agents and staff to the extent permitted by law PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 3 00045 -002 8/LEGAL 176 13 65 9.3 • • from any and all claims, liabilities, legal actions, damages, legal fees/costs, debts, demands, or claims of every kind or nature whatsoever arising out of any acts or omissions of BOMT in connection with this Agreement; provided, however, that the requirements of this paragraph shall not apply to that portion of any such claim that reflects Tri -Land's own negligence. Additionally, BOMT agrees to pay for all damages to Tri -Land -owned property resulting from BOMT's use the Mutual Access Area. 8.2 Tri -Land Indemnification. Tri -Land hereby agrees to defend, indemnify and hold harmless BOMT, its elected and appointed officials, officers, directors, managers, employees, and agents from any and all claims, liabilities, legal actions, damage, legal fees/costs, debts, demands, or claims of every kind or nature whatsoever arising out of any act or omission of Tri -Land in connection with this Agreement; provided, however, that the requirements of this paragraph shall not apply to that portion of any such claim that reflects BOMT's own negligence. Additionally, Tri -Land agrees to pay for all damages to BOMT- owned property resulting from Tri -Land's use of the Parking Area and the Mutual Access Area. 8.3 Claims. The party seeking indemnification under this Section 8 (the "Indemnitee") shall notify the other party (the "Indemnitor") in writing of the subject action or claim promptly after the Indemnitee learns of the same, cooperate with the Indemnitor, at the Indemnitor's expense, in connection with the defense and settlement of the claim or action and permit the Indemnitor to control the defense and settlement of such action or claim, provided that the Indemnitor may not settle the action or claim without the Indemnitee's prior written consent, which will not be unreasonably withheld. Further, the Indemnitee, at its expense, may participate in the defense and settlement of the action or claim with counsel of its own choosing. 9. Taxes and Insurance. 9.1 Taxes. BOMT and Tri -Land shall each pay the property taxes and assessments applicable to the portions of their respective properties addressed by this Agreement. 9.2 Insurance. BOMT and Tri -Land shall each obtain and at all times maintain an insurance policy or policies insuring the other against liability for injury or death of persons or damage to property arising out of the use, operation, and maintenance of the Parking Area and Access Area on their respective Properties, such insurance to be in a sum of not less than One Million Dollars ($1,000,000) combined single limit with respect to injuries to or death of persons and destruction of or damage to property. Upon a Party's request, the other Party shall submit written evidence that such insurance policy or policies are in effect. 9.3 Waiver of Subrogation. Neither BOMT nor Tri -Land shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or tangible personal property of the PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 4 00045-0028/LEGAL 17613659.3 other or of any third party occurring in or about the Fidelity Property, Tri -Land Property, Mutual Access Area, or Parking Area, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if such loss or damage would fall within the scope of a fire and extended coverage (all risk) policy of insurance, whether or not the party suffering the loss actually maintained such insurance. Each party shall obtain from its respective insurer under each insurance policy it maintains a waiver of all rights of subrogation that the insurer of one party may have against the other party, and BOMT and Tri -Land shall each indemnify the other against any loss or expense, including reasonable attorneys' fees, resulting from the failure to obtain such a waiver. 10. Tenants. BOMT and Tri -Land acknowledge and agree that each may have a tenant or tenants at their respective Properties (the "Tenants") and that the Tenants may in turn be responsible under their leases for the performance and payment of obligations of BOMT and Tri -Land under this Agreement. BOMT and Tri -Land each shall, to the extent the obligations of the other under this Agreement are satisfied, accept such performance and payment by the Tenants. 11. Modifications or Revocation: This Agreement may not be modified, changed, altered, or revoked unless the Parties agree in writing. Any modification or revocation of this Agreement is not effective unless first approved by the City of Tukwila (the "City"). 12. Notices. Notices required to be given under this Agreement shall be in writing and shall be given as follows, or to other such addresses as BOMT, Tri -Land, and the City may from time to time provide: If to BOMT: If to Tri -Land: If to City: Director of Community Development City of Tukwila Department of Community Development 6300 Southcenter Blvd., Suite 100 Tukwila, WA 98188-2544 Notices shall be delivered in person or by United States mail, postage prepaid, certified or registered mail, return receipt requested, or recognized overnight courier. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 5 00045-0028/LEGAL17613659.3 13. Incorporation of Recitals. The above recitals are true and correct and incorporated herein. 14. Entire Agreement. This Agreement contains the complete and integrated understanding of the Parties and supersedes all other understanding, agreements or negotiations whether oral or written not set forth herein. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 16. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, the remainder of the Agreement shall remain in full force and effect. [Signatures on Following Pagel PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 6 00045-0028/LEGAL 17613659.3 • IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above. WILLIAM E. BOEING, JR., AS CO -TRUSTEE UNDER THE INDENTURE OF TRUST, DATED MAY 25, 1932, AND EXECUTED BY W.E. BOEING, AS TRUSTOR By William E. Boeing, Jr. WELLS FARGO BANK, N.A., AS CO -TRUSTEE UNDER THE INDENTURE OF TRUST, DATED MAY 25, 1932, AND EXECUTED BY W.E. BOEING, AS TRUSTOR By Name: Title: TRI -LAND CORPORATION By Name: Title: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 7 00045-0028/LEGAL 17613659.3 STATE OF WASHINGTON COUNTY OF ) ss. On this day of , 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared WILLIAM E. BOEING, JR., to me known to be the person who signed as Co - Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, and who executed the within and foregoing instrument and acknowledged said instrument to be his free and voluntary act and deed for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument as Co - Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 8 00045-0028/LEGAL 17613659.3 1 • STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day of , 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of WELLS FARGO BANK, N.A., the Co -Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, the national banking association that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of Wells Fargo Bank, N.A., as Co -Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, for the uses and purposes therein mentioned; and on oath stated that was authorized to execute the said instrument on behalf of Wells Fargo Bank, N.A., and that Wells Fargo Bank, N.A., was authorized to execute said instrument on behalf of the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 9 00045-0028/LEGAL 17613659.3 • • STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day of , 2010, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of TRI -LAND CORPORATION, the corporation that executed the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said corporation for the for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer of the corporation and that was authorized to execute said instrument. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 10 00045-0028/LEGAL 17613659.3 EXHIBIT A Legal Description of Fidelity Property THE WEST 250 FEET MEASURED AT RIGHT ANGLES TO THE WEST LINE OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 01°51'39" WEST ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 1,003.74 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 30.00 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 87°55'02" WEST A DISTANCE OF 270.00 FEET; THENCE NORTH 01°51'39" EAST A DISTANCE OF 272.50 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 440.70 FEET; THENCE SOUTH 01°51'39" WEST A DISTANCE OF 553.89 FEET TO A LINE 36 FEET NORTH OF THE CENTERLINE OF SOUTH 180TH STREET; THENCE SOUTH 87°50'09" EAST ALONG SAID LINE A DISTANCE OF 685.17 FEET; THENCE ALONG A CURVE TO THE LEFT, THE CENTER OF WHICH BEARS WEST 27°26'23" WEST HAVING A RADIUS OF 50.00 FEET, AN ARC DISTANCE OF 52.97 FEET THROUGH A CENTRAL ANGLE OF 60°41'58" TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 238.66 FEET TO THE TRUE POINT OF BEGINNING; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS A STRIP OF LAND 50 FEET 1N WIDTH DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO 186 CORPORATION BY DEED RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST A DISTANCE OF 660.70 FEET; THENCE SOUTH 01°51'39" WEST PARALLEL TO ANDOVER PARK WEST A DISTANCE OF 50.00 FEET; THENCE SOUTH 87°55'02" EAST A DISTANCE OF 930.70 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 50.00 FEET TO THE SOUTHEAST CORNER OF SAID TRACT OF LAND CONVEYED BY • INSTRUMENT RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST ALONG THE SOUTH LINE OF SAID TRACT OF LAND A DISTANCE OF 270.00 FEET TO THE POINT OF BEGINNING. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 11 00045-0028/LEGAL 17613659.3 • • EXHIBIT B Legal Description of Tri -Land Property THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 01°51'39" WEST ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 1,003.74 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 30.00 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 87°55'02" WEST A DISTANCE OF 270.00 FEET; THENCE NORTH 01°51'39" EAST A DISTANCE OF 272.50 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 440.70 FEET; THENCE SOUTH 01°51'39" WEST A DISTANCE OF 553.89 FEET TO A LINE 36 FEET NORTH OF THE CENTERLINE OF SOUTH 180TH STREET; THENCE SOUTH 87°50'09" EAST ALONG SAID LINE A DISTANCE OF 685.17 FEET; THENCE ALONG A CURVE TO THE LEFT, THE CENTER OF WHICH BEARS WEST 27°26'23" WEST HAVING A RADIUS OF 50.00 FEET, AN ARC DISTANCE OF 52.97 FEET THROUGH A CENTRAL ANGLE OF 60°41'58" TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 238.66 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THE WEST 250 FEET THEREOF MEASURED AT RIGHT ANGLES TO THE WEST LINE THEREOF; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS A STRIP OF LAND 50 FEET IN WIDTH DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO 186 CORPORATION BY DEED RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST A DISTANCE OF 660.70 FEET; THENCE SOUTH 01°51'39" WEST PARALLEL TO ANDOVER PARK WEST A DISTANCE OF 50.00 FEET; THENCE SOUTH 87°55'02" EAST A DISTANCE OF 930.70 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 50.00 FEET TO THE SOUTHEAST CORNER OF SAID TRACT OF LAND CONVEYED BY RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST ALONG THE SOUTH LINE OF SAID TRACT OF LAND A DISTANCE OF 270.00 FEET TO THE POINT OF BEGINNING. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 12 00045-0028/LEGAL 17613659.3 • • EXHIBIT C Site Plan [See attached document] PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 13 00045-0028/LEGAL 17613659.3 City of Tukwila • • RECEIVED 'APR 272010 COMMUNITY Jim HaggertoB,EAStOPMENT Department of Community Development TO: Roy Swedstedt, Applicant Interline 1350 Wharf Road DuPont, WA 98327 NOTICE OF DECISION Jack Pace, Director May 26, 2009 Jack Link, President Tri -Land Corporation 1325 4th Ave, Suite 1940 Seattle, WA 98101 This letter serves as a notice of decision and is issued pursuant to TMC 18.104.170 on the following project and permit approval. FILE NUMBERS: APPLICANT: REQUEST: LOCATION: L PROJECT INFORMATION L08-069, (Administrative Parking Variance) Roy Swedstedt, Interline Administrative Parking Variance, 10% reduction Dania Retail Building at 1251 Andover Park West COMPREHENSIVE PLAN & ZONING DESIGNATION: Tukwila Urban Center (TUC) II. DECISION SEPA Determination: The City SEPA Responsible Official has determined that this application does not require a SEPA threshold determination because it is categorically exempt. Decision on Substantive Permit: The DCD Deputy Director has approved the administrative parking variance for a reduction in required parking by 10% subject to the conditions outlined below. The total required number of parking spaces for the site, with the uses as shown on the site plan dated 3/16/2009, is 149 spaces. Conditions: 1. The site is now subject to the City's CTR program. 2. The shared ingress and egress easement must remain. This decision allows revocation of the existing easement for shared parking and ingress/egress (King County Recording number 9607020313) and is predicated on recording a new shared ingress and egress easement. Provide a draft copy of the new shared ingress/egress easement for the City to review prior to final recording. 3. The parking lot must be restriped according to the submitted and red -lined plans. SM Page l of 3 H:1L08-069 Dania\L08-069 ParkingNOD.doc 05/22/2009 6300 Southcenter Boulevard. Suite #100 • Tukwila, Washington 98188 • Phone 206-431-3670 • Fax: 206-431-3665 RECEIVED 'APR 2 7..20101 COMMUNITY N DEVELOPMENT III. YOUR APPEAL RIGHTS The Decision on this Permit Application is a Type 2 decision pursuant to Tukwila Municipal Code 18.104.010. Other land use applications related to this project may still be pending. One administrative appeal to the Hearing Examiner of the Decision on the Permit itself is permitted. A party who is not satisfied with the outcome of the administrative appeal process may file an appeal in King County Superior Court from the Hearing Examiner decision. IV. PROCEDURES AND TIME FOR APPEALING In order to appeal the decision on the Permit Application, a written notice of appeal must be filed with the Department of Community Development within 14 days of the issuance of this Decision, by June 2, 2009. The requirements for such appeals are set forth in Tukwila Municipal Code18.116. 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 hann suffered or anticipated by the appellant, and (c) the relief sought. The scope of an appeal shall be limited to matters or issues raised in the Notice of Appeal. V. APPEAL HEARINGS PROCESS Any administrative appeal regarding the Permit shall be conducted as an open record hearing before the Hearing Examiner based on the testimony and documentary evidence presented at the open record hearing. The Hearing Examiner decision on the appeal is the City's final decision. Any party wishing to challenge the Hearing Examiner decision on this application must file an appeal pursuant to the procedures and time limitations set forth in RCW 36.70C. An appeal challenging a DNS; an MDNS or an EIS may be included in such an appeal. If no appeal of the Hearing Examiner decision is properly filed in Superior Court within such time limit, the Decision on this permit will be final. SM H:UA8-069 Dania\L08-069 ParkingNOD.doc Page 2 of 3 05/22/2009 '.7 VI. INSPECTION OF INFORMATION ON THE APPLICATION Project materials including the application, any staff reports, and other studies related to the permits are available for inspection at the Tukwila Department of Community Development, 6300 Southcenter Blvd., Suite 100, Tukwila, Washington 98188 from Monday through Friday between 8:30 a.m. and 4:30. p.m. The project planner is Stacy MacGregor, who may be contacted at 206- 431-3670 for further 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. 14, Department of Commitd(ity Development City of Tukwila SM Page 3 of 3 05/22/2009 H:U.08-069 Dania\L08-069 ParkingNOD.doc REED PAPR 2 7 20101 COMMUNITY DEVELOPMENT Beau H. Ellis PHONE: (206) 359-8061 FAX: (206) 359-9061 EMAIL: BEllis@perkinscoie.com April 27, 2010 VIA HAND DELIVERY Mr. Jack Pace Director of Community Development City of Tukwila Department of Community Development 6300 Southcenter Blvd., Suite 100 Tukwila, WA 98188-2544 Perkins COIF 1201 Third Avenue, Suite 4800 Seattle, WA 98101-3099 PHONE 206.359.8000 FAX: 206.359.9000 www.perkinscoie.com Re: Application for Covenant Parking Agreement – Fidelity/Dania Properties Dear Mr. Pace: We represent the Boeing Oregon Masabi Trust ("BOMT") and Tri -Land Corporation, an affiliate of BOMT ("Tri -Land" and, collectively with BOMT, the "Parties"), owners of the Fidelity Property and the Dania Property, respectively (collectively, the "Properties"). Because of a parking reconfiguration of the drive aisle between the Properties and an associated redesign of the south facade of the Fidelity Building, a zoning code (the "Code") parking deviation approving a covenant parking agreement is now necessary. After the reconfiguration, the Dania Property will have 127 parking stalls on site—twenty-two (22) fewer than necessary to meet the 149 total stalls required by an administrative parking deviation granted in that Notice of Decision issued on May 26, 2009, regarding File No. L08-069 (the "Notice"). This will necessitate replacement of that Reciprocal Easement Agreement for Ingress and Egress, executed by the Parties on September 9, 2009, and recorded in the real property records of King County, Washington, under Recording No. 20091110000719 (the "Prior Agreement"), with a new parking and reciprocal ingress and egress easement agreement (the "New Agreement"). The New Agreement provides for shared ingress and egress on and to driveways and drive aisles of the Properties, and allows the Dania Property the use of twenty-two (22) parking stalls on the Fidelity Property to achieve the 149 total stalls necessary to satisfy the City of Tukwila's Code parking requirements and those of the Notice. Project planner Stacy MacGregor, in a telephone 00045-0028/LEGAL 18070477.2 Co?Y ANCHORAGE - BEIJING BELLEVUE • BOISE • CHICAGO • DENVER • LOS ANGELES • MADISON MENLO PARK • PHOENIX • PORTLAND • SAN FRANCISCO • SEATTLE • SHANGHAI • WASHINGTON, D.C. Perkins Coie LLP and Affiliates • • Jack Pace April 27, 2010 Page 2 conversation on April 1, 2010, confirmed that the terms and conditions of the Notice would still be effective after City approval of the New Agreement. Attached hereto as Exhibit A is a summary of the parking required at the Properties by the Code and Notice, and the parking that will be available under the New Agreement. I also enclose the following documents: 1. An application for a Zoning Code Parking Deviation for a covenant parking agreement; 2. A draft of the New Agreement; 3. A copy of the Prior Agreement; 4. A copy of the Notice; and 5. A check in the amount of $400.00 to cover the application fee. If there is any additional information I can provide, please do not hesitate to contact me. Best regards, Beau Ellis Enclosures 00045-0028/LEGAL 18070477.2 • Jack Pace April 27, 2010 Page 3 Building Area Fidelity Office Warehouse Exhibit A Parking Summary Requirement 5,970 3 stalls/1,000 sf 54,400 1 stall/2,000 sf Stalls Required: 67 (45 + 22 Stalls Provided: 109 Compact Allowed: 33 ADA Required: 5 to Dania) Compact Provided: 30 ADA Provided: 5 Dania North Building Bulk Retail 6,500 sf 2.5 stalls/1,000 sf Warehouse 20,500 sf 1 stall/2,000 sf Retail Building Bulk Retail Warehouse Stalls Required: Stalls Provided: Loading Spaces Loading Spaces Project Totals 52,565 sf 2.5 stalls/ 1,000 sf 17,934 sf 1 stall/2,000 sf 149 (reduced from 166 per Notice) 149 (127 + 22 from Fidelity) Required: 6 (3 each) Provided: 6 (3 each) Stalls Required: 45 (Fidelity) + 149 (Dania) = 194 Stalls Provided: 87 (Fidelity: 109 — 22 to Dania) + 149 (Dania: 127 + 22 from Fidelity) = 236 00045-0028/LEGAL 18070477.2 RECEIVED 'APR 2 7 20101 COMMUNITY DEVELOPMENT Total Stalls Required 18 stalls 27 stalls 16 stalls 10 stalls 131 stalls 9 stalls RECEIVED 'APR 2 7 2010' COMMUNITY DEVELOPMENT Return Address Perkins Coie LLP 1201 Third Avenue, Suite 4800 Seattle, Washington 98101-3099 Attention: James D. Gradel Document Title(s) (or transactions contained therein): 1. Parking and Reciprocal Ingress and Egress Easement Agreement Reference Number(s) of Documents assigned or released: (on page 1 of documents(s)) • Grantor(s) (Last name first, then first name and initials): 1. William E. Boeing, Jr., as Co -Trustee under the Indenture of Trust, Dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 2. Wells Fargo Bank N.A., as Co -Trustee under the Indenture of Trust, dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 3. Tri -Land Corporation Additional names on page _ of document. Grantee(s) (Last name first, then first name and initials): 1. Tri -Land Corporation 2. William E. Boeing, Jr., as Co -Trustee of the Indenture of Trust, Dated May 25, 1932, and Executed by W.E. Boeing, as Trustor 3. Wells Fargo Bank, N.A., as Co -Trustee of the Indenture of Trust, dated May 25, 1932, and Executed by W.E. Boeing, as Trustor Additional names on page _ of document. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) Ptn. NW'/4NE'% of S35, T23N, R4E, W.M., all in King County, WA. Full legal is on pages 11-12 of document. Assessor's Property Tax ParceUAccount Number 3523049105 3523049103 PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT 00045-0028/LEGAL 17613659.3 PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT This Parking and Reciprocal Ingress and Egress Easement Agreement (this "Agreement") is made and entered into as of the day of , 2010, ("Effective Date") by and between WILLIAM E. BOEING, JR., and WELLS FARGO BANK, N.A., as Co -Trustees under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor (the "BOEING OREGON MASABI TRUST" or "BOMT"), and TRI -LAND CORPORATION, a Washington corporation ("Tri -Land"). RECITALS RECEIVED APR '27 20101 gl±V€l A. BOMT is the owner of certain real property, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, which is located at 5920 S. 180th Street,Tukwila, Washington (the "Fidelity Property"). B. Tri -Land is the owner of certain real property, more particularly described on Exhibit B attached hereto and incorporated herein by this reference, which is located at 1251 Andover Park West, Tukwila, Washington (the "Tri -Land Property"). C. BOMT and Tri -Land previously entered into that certain RECIPROCAL EASEMENT FOR INGRESS AND EGRESS dated September 9, 2009, and recorded in the real property records of King County, Washington, on November 10, 2009, under Recording No. 20091110000719 (the "Prior Agreement"). D. BOMT and Tri -Land are entering this Agreement to revoke and terminate the Prior Agreement and to create a new parking easement that burdens the Fidelity. Property, along with new reciprocal easements that burden both the Fidelity Property and the Tri -Land Property in favor of the other for ingress and egress on and to driveways and drive aisles of the Properties. AGREEMENT NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Revocation of Prior Agreement. BOMT and Tri -Land hereby revoke and terminate the Prior Agreement. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 1 00045 -0028/LEGAL 17613 659.3 RECEIVED 'APR 2 7 20101 Parking Easement. 2.1 Grant of Parking Easement. BOMT for itself, its successors and assigns hereby grants, declares and establishes an easement for the use of twenty-two (22) off-street parking stalls (the "Parking Easement") over that portion of the Fidelity Property (the "Parking Area") depicted on the site plan attached hereto as Exhibit C and incorporated herein by this reference (the "Site Plan"), which Parking Easement is intended to run with the land, benefiting the Tri -Land Property and burdening the Fidelity Property, all as described in this Agreement. Expressly excluded from this Agreement are all five (5) of the Fidelity Property's American's with Disabilities Act parking stalls. 2.2 Assignment. The Parking Easement shall be for the sole benefit of Tri -Land, its tenants, and its successors. Tri -Land shall have no right to assign, encumber or otherwise transfer any interest in this Agreement or any part of the Parking Area, other than assignments, encumbrances, or other transfers associated with a conveyance of the entire Tri - Land Property. 3. Reciprocal Ingress and Egress Easement. 3.1 Grant of Reciprocal Ingress and Egress Easement. BOMT and Tri -Land mutually grant their employees, contractors, tenants, visitors, agents and invitees an easement for ingress and egress for motor vehicles, and for maneuvering of delivery vehicles (the "Access Easement") over those portions of the Fidelity Property and the Tri -Land Property (the "Mutual Access Area") depicted on Exhibit C. The Access Easement isintended to run with the land, benefiting and burdening both the Tri -Land Property and the Fidelity Property, all as described in this Agreement. 3.3 Use of the Mutual Access Area. BOMT and Tri -Land, their employees, contractors, tenants, visitors, agents and invitees may use the Mutual Access Area for ingress, egress, .and maneuvering of delivery vehicles. 3.3 Parking in Mutual Access Area. No motor vehicle parking is allowed within the Mutual Access Area except in the parking stalls and, in the case of delivery vehicles, the delivery bays, as depicted on the Site Plan. 3.4 Future Parking. BOMT, in its sole discretion, may add additional parking stalls to the Fidelity Property in a number and arrangement similar, but not necessarily identical, to those located within the Mutual Access Area and on the Tri -Land Property, as depicted on the Site Plan. The addition of such new parking is conditioned upon that parking having no material impact upon Tri -Land's operations on the Tri -Land Property. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 2 00045-0028/LEGAL 17613659.3 RECEIVED APR 2720101 gra 3.5 Assignment. BOMT and Tri -Land shall not assign, encumber or otherwise transfer any interest in this Agreement or any part of the Mutual Access Area, other than assignments, encumbrances, or other transfers associated with the conveyance of the Fidelity ' Property or Tri -Land Property in their entireties. 4. Easements to Run with the Land. This Agreement, all other covenants, agreements, rights, and obligations created hereby, shall run with the Fidelity Property and the Tri -Land Property, and shall be binding on and inure to the benefit of all persons having or acquiring fee title to the Fidelity Property or Tri -Land Property, all upon the terms, provisions, and conditions set forth herein. This Agreement, and all rights and obligations of BOMT and Tri -Land with respect to the Parking Area and the Mutual Access Area, both set forth herein, will commence as of the Effective Date and shall continue in perpetuity. 5. Maintenance. 5.1 Parking Area. BOMT and its successors shall be responsible, at its sole cost and expense, for all maintenance and repair of the Parking Area, except as. provided in Section 8.2 of this Agreement. 5.2 Mutual Access Area. BOMT and Tri -Land and their successors shall each be responsible for all maintenance, repair, and if necessary, replacement of the portion of the Mutual Access Area located on the Fidelity Property and the Tri -Land Property, respectively. All maintenance and repair shall be at such owner's sole cost and expense. 6. Consideration. The easements granted under this Agreement are mutual and reciprocal and the grant and conveyance by each party is in consideration of the grant and conveyance by the other. Neither BOMT nor Tri -Land may collect, attempt to collect or permit the collection of any charge or fee for access to or through the Parking Area or Mutual Access Area, or for the exercise of any easement rights granted under this Agreement. 7. Improvement. BOMT and Tri -Land each may, at such party's own cost and expense, improve the Fidelity Property and the Tri -Land Property, respectively, subject to the easements granted hereby in any manner consistent with the purposes of such reciprocal easements; provided that (i) such improvements. shall comply with all applicable laws; and (ii) no such improvements shall unreasonably impair the continuous and uninterrupted use of the Parking Area and Mutual Access Area for the purposes set forth in this Agreement. 8. Indemnification. BOMT and Tri -Land agree to indemnify one another according to the following: 8.1 BOMT Indemnification. BOMT hereby agrees to defend, indemnify and hold harmless Tri -Land, its officials, employees, agents and staff to the extent permitted by law PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 3 00045-0028/LEGAL 17613659.3 • • r!CEWE® APR 2 7 2010 oevELOPM from any and all claims, liabilities, legal actions, damages, legal fees/costs, debts, demands, or claims of every kind or nature whatsoever arising out of any acts or omissions of BOMT in connection with this Agreement; provided, however, that the requirements of this paragraph shall not apply to that portion of any such claim that reflects Tri -Land's own negligence. Additionally, BOMT agrees to pay for all damages to Tri -Land -owned property resulting from BOMT's use the Mutual Access Area. 8.2 Tri -Land Indemnification. Tri -Land hereby agrees to defend, indemnify and hold harmless BOMT, its elected and appointed officials, officers, directors, managers, employees, and agents from any and all claims, liabilities, legal actions, damage, legal fees/costs, debts, demands, or claims of every kind or nature whatsoever arising out of any actor omission of Tri -Land in connection with this Agreement; provided, however, that the requirements of this paragraph shall not apply to that portion of any such claim that reflects BOMT's own negligence. Additionally, Tri -Land agrees to pay for all damages to BOMT- owned property resulting from Tri -Land's use of the Parking Area and the Mutual Access Area. 8.3 Claims. The party seeking indemnification under this Section 8 (the "Indemnitee") shall notify the other party (the "Indemnitor") in writing of the subject action or claim promptly after the Indemnitee learns of the same, cooperate with the Indemnitor, at the Indemnitor's expense, in connection with the defense and settlement of the claim or action and permit the Indemnitor to control the defense and settlement of such action or claim, provided that the Indemnitor may not settle the action or claim without the Indemnitee's prior written consent, which will not be unreasonably withheld. Further, the Indemnitee, at its: expense, may participate in the defense and settlement of the action or claim with counsel of its own choosing. 9. Taxes and Insurance. 9.1 Taxes. BOMT and Tri -Land shall each pay the property taxes and assessments applicable to the portions of their respective properties addressed by this Agreement. 9.2 Insurance. BOMT and Tri -Land shall each obtain and at all times maintain an insurance policy or policies insuring the other against liability for injury or death of persons or damage to property arising out of the use, operation, and maintenance of the Parking Area and Access Area on their respective Properties, such insurance to be in a sum of not less than One Million Dollars ($1,000,000) combined single limit with respect to injuries to or death of persons and destruction of or damage to property. Upon a Party's request, the other Party shall submit written evidence that such insurance policy or policies are in effect. 9.3 Waiver of Subrogation. Neither BOMT nor Tri -Land shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or tangible personal property of the PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 4 00045-0028/LEGAL 17613659.3 • RECEIVED ' SPR 2 7 2410' MOKUNiTY other or of any third party occurring in or about the Fidelity Property, Tri -Land Property, Mutual Access Area, or Parking Area, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if such loss or damage would fall within the scope of a fire and extended coverage (all risk) policy of insurance, whether or not the party suffering the loss actually maintained such insurance. Each party shall obtain from its respective insurer under each insurance policy it maintains a waiver of all rights of subrogation that the insurer of one party may have against the other party, and BOMT and Tri -Land shall each indemnify the other against any loss or expense, including reasonable attorneys' fees, resulting from the failure to obtain such a waiver. 10. Tenants. BOMT and Tri -Land acknowledge and agree that each may have a tenant or tenants at their respective Properties (the "Tenants") and that the Tenants may in turn be responsible under their leases for the performance and payment of obligations of BOMT and Tri -Land under this Agreement. BOMT and Tri -Land each shall, to the extent the obligations of the other under this Agreement are satisfied, accept such performance and payment by the Tenants. 11. Modifications or Revocation: This Agreement may not be modified, changed, altered, or revoked unless the Parties agree in writing. Any modification or revocation of this Agreement is not effective unless first approved by the City of Tukwila (the "City"). 12. Notices. Notices required to be given under this Agreement shall be in writing and shall be given as follows, or to other such addresses as BOMT, Tri -Land, and the City may from time to time provide: If to BOMT: If to Tri -Land: If to City: Director of Community Development City of Tukwila Department of Community Development 6300 Southcenter Blvd., Suite 100 Tukwila, WA 98188-2544 Notices shall be delivered in person or by United States mail, postage prepaid, certified or registered mail, return receipt requested, or recognized overnight courier. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 5 00045-0028/LEGAL 17613659.3 RECEIVED APR 2 7 2010' COMMUNfTY 13. Incorporation of Recitals. The above recitals are true and correct and incorporaat L°241EN1 herein. 14. Entire Agreement. This Agreement contains the complete and integrated understanding of the Parties and supersedes all other understanding, agreements or negotiations whether oral or written not set forth herein. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 16. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, the remainder of the Agreement shall remain in full force and effect.. jSignatures on Following Pagel PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 6 00045-0028/LEGAL 17613659.3 PRCEN ED COMMUNITY o VELOPW ENITt IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above. WILLIAM E. BOEING, JR., AS CO -TRUSTEE UNDER THE INDENTURE OF TRUST, DATED MAY 25, 1932, AND EXECUTED BY W.E. BOEING, AS TRUSTOR By William E. Boeing, Jr. WELLS FARGO BANK, N.A., AS CO -TRUSTEE UNDER THE INDENTURE OF TRUST, DATED MAY 25, 1932, AND EXECUTED BY W.E. BOEING, AS TRUSTOR By Name: Title: TRI -LAND CORPORATION By Name: Title: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 7 00045-0028/LEGAL 17613659.3 RECEIVED APR 27 20101 NIVOUNITY OEVALOPMENT STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day of , 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared WILLIAM E. BOEING, JR., to me known to be the person who signed as Co - Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, and who executed the within and foregoing instrument and acknowledged said instrument to be his free and voluntary act and deed for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument as Co - Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 8 00045-0028/LEGAL 17613659.3 • • STATE OF WASHINGTON ) ) ss. COUNTY OF ) IPECEIVED APR 2 7 2010' mow. On this day of , 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally. appeared , to me known to be the person who signed as of WELLS FARGO BANK, N.A., the Co -Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, the national banking association that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of Wells Fargo Bank, N.A., as Co -Trustee under the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor, for the uses and purposes therein mentioned; and on oath stated that was authorized to execute the said instrument on behalf of Wells Fargo Bank, N.A., and that Wells Fargo Bank, N.A., was authorized to execute said instrument on behalf of the Indenture of Trust, dated May 25, 1932, and executed by W.E. Boeing, as Trustor. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 9 00045-0028/LEGAL 17613659.3 STATE OF WASHINGTON ) ) ss. COUNTY OF ) RECEIVED 'APR 2 7 20101 COMMUNITY DEVELOPMENT On this day of , 2010, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the person who signed as of TRI -LAND CORPORATION, the corporation that executed the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said corporation for the for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer of the corporation and that was authorized to execute said instrument. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 10 00045-0028/LEGAL 17613659.3 APR 21 2010 EXHIBIT A Legal Description of Fidelity Property THE WEST 250 FEET MEASURED AT RIGHT ANGLES TO THE WEST LINE OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 01°51'39" WEST ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 1,003.74 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 30.00 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 87°55'02" WEST A DISTANCE OF 270.00 FEET; THENCE NORTH 01°5.1'39" EAST A DISTANCE OF 272.50 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 440.70 FEET; THENCE SOUTH 01°51'39" WEST A DISTANCE OF 553.89 FEET TO A LINE 36 FEET NORTH OF THE CENTERLINE OF SOUTH 180TH STREET; THENCE SOUTH 87°50'09" EAST ALONG SAID LINE A DISTANCE OF 685.17 FEET; THENCE ALONG A CURVE TO THE LEFT, THE CENTER OF WHICH BEARS WEST 27°26'23" WEST HAVING A RADIUS OF 50.00 FEET, AN ARC DISTANCE OF 52.97 FEET THROUGH A CENTRAL ANGLE OF 60°41'58" TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 238.66 FEET TO THE TRUE POINT OF BEGINNING; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS A STRIP OF LAND 50 FEET IN WIDTH DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO 186 CORPORATION BY DEED RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST A DISTANCE OF 660.70 FEET; THENCE SOUTH 01°51'39" WEST PARALLEL TO ANDOVER PARK WEST A DISTANCE OF 50.00 FEET; THENCE SOUTH 87°55'02" EAST A DISTANCE OF 930.70 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 50.00 FEET TO THE SOUTHEAST CORNER OF SAID TRACT OF LAND CONVEYED BY INSTRUMENT RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST ALONG THE SOUTH LINE OF SAID TRACT OF LAND A DISTANCE OF 270.00 FEET TO THE POINT OF BEGINNING. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 11 00045-0028/LEGAL 1761365 9.3 • • EXHIBIT B Legal Description of Tri -Land Property THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE SOUTH 01°51'39" WEST ALONG THE EAST LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 1,003.74 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 30.00 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 87°55'02" WEST A DISTANCE OF 270.00 FEET; THENCE NORTH 01°51'39" EAST A DISTANCE OF 272.50 FEET; THENCE NORTH 87°55'02" WEST A DISTANCE OF 440.70 FEET; THENCE SOUTH 01°51'39" WEST A DISTANCE OF 553.89 FEET TO A LINE 36 FEET NORTH OF THE CENTERLINE OF SOUTH 180TH STREET; THENCE SOUTH 87°50'09" EAST ALONG SAID LINE A DISTANCE OF 685.17 FEET; THENCE ALONG A CURVE TO THE LEFT, THE CENTER OF WHICH BEARS WEST 27°26'23" WEST HAVING A RADIUS OF 50.00 FEET, AN ARC DISTANCE OF 52.97 FEET THROUGH A CENTRAL ANGLE OF 60°41'58" TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 238.66 FEET TO THE TRUE POINT OF BEGINNING; EXCEPT THE WEST 250 FEET THEREOF MEASURED AT RIGHT ANGLES TO THE WEST LINE THEREOF; TOGETHER WITH A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS A STRIP OF LAND 50 FEET IN WIDTH DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO 186 CORPORATION BY DEED RECORDED UNDER RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST A DISTANCE OF 660.70 FEET; THENCE SOUTH 01°51'39" WEST PARALLEL TO ANDOVER PARK WEST A DISTANCE OF 50.00 FEET; THENCE SOUTH 87°55'02" EAST A DISTANCE OF 930.70 FEET TO THE WEST MARGIN OF ANDOVER PARK WEST; THENCE NORTH 01°51'39" EAST ALONG SAID WEST MARGIN A DISTANCE OF 50.00 FEET TO THE SOUTHEAST CORNER OF SAID TRACT OF LAND CONVEYED BY RECORDING NUMBER 7111100109; THENCE NORTH 87°55'02" WEST ALONG THE SOUTH LINE OF SAID TRACT OF LAND A DISTANCE OF 270.00 FEET TO THE POINT OF BEGINNING. PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT PAGE 12 00045-0028/LEGAL 17613659.3 • EXHIBIT C Site Plan [See attached document] PARKING AND RECIPROCAL INGRESS AND EGRESS EASEMENT AGREEMENT 00045-0028/LEGAL 17613659.3 PAGE 13 20091110000719 RETURN ADDRESS: Cetghlon Mills, Esq. ;Sndll &Wilmer L.L.P. /600 Anton Blvd., Suite 1400 Costir'•Mesa. GA 92626 C E!V O .APR 2 7 2010 SNELL EAS 80.00 PAGE -001 OF 009 11/10/2009 10:17 KING COUNTY, 99 ASHNGTlLiN STAVE RIDE$='S`COVER SHE T (RCW 65.04 DOCUMENT TITLE(S).(or trans¢tion eantaioed therein): (all lareas applicable to your document mut be„filled.:in)' 1. Reciprocal Easement Agreement for 1ngrFss and Egress REFERENCE NUMBER(S) OF DQ UMEN#'S,ASSICNED OR RELEASED: Additional reference #'s on page... ;, :- df docu ent . ti'>::.;" • GRANTOR(S)OExactly as name(ii) appear on' doetimelit::,,` ., 1. Williant E.. Boeing, Jr. and Boeing Oregon MesabiTrust 2. Tri -land Corporation, a Washington corporatotZ.. , . . GRANTEE(S) Exactly as name(s) appear on document=' ' 1. Willi* E. Boeing, Jr, and Boeing Oregon Mesabi Trust .t 21Tri-Land Corporation,Washington corporation •'""". Y ::' ,a :LEGAL DESCRIPI'IOI4 (abbreviated: i.e. lot, block, plat or section, tu*nship, range) Portion of the,. larthwest `quarter of the Northeast quarter of Section 35, Township23 North, Raiig.e 4 East; W:Ml:in King ounty,..Washington Additional legal is on piige A`-1, B-1 of document. ASSESSOR'S PIIOPER TY TAX PARCEI✓AC.tOUNT NUMBER CI Assessor Tax # not yet assigned #3523049105, #3523049103'.;, = ' ;' ` :• The Auditor/Recorder will re :an•tie bfortnation provide&an'this form. The staff will not read the document to verify the accurticy oi:conipletenEss ofthe'in'dexing information provided herein. _ 9 am signing below and paying an additiongl;$0 recording,fee as (irovided in , RCW 36.18.010 and referred to as an emergency gnnstnndard d: cuttlent), because::. this document does not meet margin and formatting $quijements. `Fuetlrermore,1 hereby understand that the recording process may cover Op of dtlterwise obsiiU some part of the text of the original document as a result ot•this request.." Signature of Requesting )j'art*,...: :.. Note to submitter: Do not sign above nor pay additional $50 fee if the docnme.pt* :" meets margin/formatting requirements. EXCISE TAX NOT REQUIRED ina Co Records Doty By, RECEIVED PAPR 27 20101 NHEN RECORDED DEVELOPMENT COMMUNiTv E6ORDING REQUESTED BY RETURN TO 600 Anton Boulevard Suite 1400 :Costa Wsa,...Califomia 92626 Creighton D. Mills AECIVROCILIti,,tASEfs4ENT AGREEMENT FOR -INGRESS AND EGRESS. This RECIPROtAliEA§EmpKAGAEMENT FOR. INGRESS AND EGRESS (this "Agrednriy(") is...inad.e'thl.1_,.Aay.of•September20q9 by and between William E. Boeing, Jr., Cb-Trustee,i)f the lyieirig OregOkMesaki Trust ("Boeing") and Tri -Land Corporation, a WasliiVon Orp5i-r4fion fw-Lind) Poeing is the record owner otpat cerlitiryreal'prloPerkYtit*nP!u 9rn Exhibit 'A attached hereto and incorporated herein by-thislief,Oretited.(the `.130ingZ PropeityTri-Land is the record owner of that certain real property 4es0iibeil on EihibitErittactied hereto and incorporated herein by this ref0A110 (tIieTri7land liropci.ty"),..:The..,E9diiig13-(9perty and Tri -Land Property are hei-einiftei referred to -tndividirglly as?i:Vroperty".:and collectively as the "Properties". Boeing and Ii-i-piapteviously entered into thait certain RECIPROCAL EASEMENT AGREEMENTTOR INGRESS, EGRESS AND it ARKING dated June 28, 1996 (the "Prio(Agreempii0. The nor Agreement was reco ed against the Properties on July 2, 1996 i.:vIcertiinOtt No. 96076270311 in the Official Records of King County. Unless specified herein to the aorgary, caiiitalized?ierrns used in this Agreement shall have the meanings ascribeclp theniin the Prior #greemOit.. Boeing and Tri -Land are entering into this Aireotiicnt to revoke and terminate the Prior Agreement and to create new reciprocal epsOnefi lo burden their Properties in favor of the other for ingiegs.4a egress oiyindol•lri.y.ewas and drive aisles of the Properties 1. Revocation of Prior Agreement. Boeing anitTrifi...30Ci:her91;trevolge And Z,,•'' • ..-., terminate the Prior Agreement The City's authorization of theieVnotioant:thribr ,. , ..... .; Agreement is is contained in and evidenced by that certain Notice ofDecision dititd.May, 26, 2009 issued by the City under File Number L08-069. : st. • • 2. Grant of Easements. Boeing and Tri -Land each hereby grants to the other and to the other's tenants, officers, employees, customers, guests, invitees and licensees a tsorrex-lusive reciprocal easement upon, across and over the respective portions of the Easemet'it Area owned by Boeing and Tri -Land for ingress, egress and access over, upon el and aergss th4 Easement Area. Specifically excluded from this grant of easement are any riglus to parlging,.which Boeing hereby reserves as to the Boeing Property and Tri -Land hereby: reserves as to the. Tri-Land•Prpperty. Benefit apd:flurden ,the.easements and rights hereby granted and covenants and onditious herein conj lined v th:respect to Boeing's Property are appurienan* to Tri -Land's Prope and a bur4en On Boeing's Property; the easements and right hereby gran'ted.:ttnnd ,ov slants and conditions herein contained with respect to Tri -Land's Property are'appurten nt to..eing's Property and a burden on Tri -Land's Property. The easements, rights/coy/aids cov/n:B oanfs and conditions herein, contained shall run with the land, and shallinure to the benefit of and'he binding u ,on fhe parties hereto and their respective successors and assiins. 4. Consideration. The easett eats granted.hereth a mutual and reciprocal. and the grant and conveyance by each' party.:, is 14 consideratiort• sof t#feeaitt..and conveyance by the other. Neither Boeing nor Tri -Land May collects attempt to collect or permit the colleetion of any charge or fee for.aaResa•to or thru :ani;, asirment *ea.or the exercise of any easement rights granted under this.:Agreement. 5; Improvement. Boeing and Tri -Land each may: at`suCh pacy'sown cost and expense,; improve the Boeing Property and the Tri -Land Property, respectively, siibjecr•to the eaements‘granted hereby in any manner consistent with..the:purposes of such reciptocal.ieaSements; provided that (i) such improvement$ shall comply' with all applicable laws;.:{ii) such Improvements shall unreasonably mpair the continuous and uni tterrqpped utie of any=E4ement•Arca for the purposes set forth in this Agreement, and (iii) there shallbe qo change lcithe vehicular circulation areas of the Easement Area without the prig apji'inva of the,City. 6. Mairftttriance ofEasement krea . 6.1 Maintenance and:kepairs.. Duri4tt a term of this Agreement, alt maintenance and repair srwhether ordinary or extraojidinary, capital or expense in nature, major or minor (collectively, (`Repairs'.:'•), of.any pa ocular Easement Area and all improvements constructed thereon 'shall be performed by;the owner of the Property on which such Repairs are.regnired, atsu h own Ps sole cost and expense. All such work shall be pert -66104 in.such.:mnatlner;.and.at..atich in4ervals by the owners of the Easement Area as shall,be require] to at alt times,maintain such Easement Area in a reasonable condition consistent :with' the standardsof.: similar commercial developments located within the'iml<iredia* market, area. Notwithstanding the foregoing; if one of the Properties regwres Repairs•an account of damages or extraordinary wear and tear caused by the owner:of.:the . other Property, or such owner's tenants, officers, employees, ctistotnerd, guests;, • 2 NEttiVRO APR Mt 24101 • 1APR g ioia, invitees and licensees (herein, the "Responsible Owner"), the costs and expenses of such Repairs shall be paid by the Responsible Owner. 6.2 Unified Operation. Boeing and Tri -Land shall each perform their .... maintenance obligations under the foregoing Paragraph 6.1, insofar as possible, in svich titannet„as to establish, maintain and present, both in appearance and in fact, a coordifiated and unific¢ operation of the Easement Area and, further, not in such manner as, will 0 incase or4nake more burdensome the respective costs and expenses or ;maintenance and repair.obligations pursuant to such Paragraph, or (u):lmpuir the erfoient and79.Tderly management and operation of the Property "coveredby'such Easem•ent• Area a•nd'tl0 uijtprovements thereon. •• 7. Taxes and InOrancel Boeing'and Tri -Land each shall pay the property taxes and assessments,:applicableto their respective portions of the Easement Area. Boeing and Tri -Land shat obtain and at X11 times mrialhtain an insurance policy or policies insuring Boeing and Tri-Land:agair st liability,:°for injury'gr death, of persons or damage to .property arising out of the use .operation atd'mainteitance ofthe Easement Area on their respective Properties, such insuranc0.:to be in a Sum ofntit less than One Million Dollars ($1,000,000) combined single limit with respect. tor injuries` to of doat)'i of.persons and. with respect:to destruction of or damage to property:: •:Upon Boeulg's,ot,Tri.- Land',s request;'the ot} er:.party shall submit written evidence that such insufancepolicy t r policies are:in effect. Righte to Cure. If either Boeing or Tri -Land sh�11 fait -Or refus' to perform any of their respective obligations or duties as set forth in this'Agrcrnetit, and if such • failure; or refusal;;shall•continue for thirty (30) days after Boeing or Tni-Latid, as the same .tnay be,,feceives Written notice thereof from the other party hereto (unless, with such thirty (30) day period, Boeing or Tri -Land, as the.case may be, has commenced and is dil entlypttrstttng .Ehe perfoimapce,of the obligation or duty specified in such notice), then the party giving such Written notice shall have the right, but not the obligation, to perform or paythe obligation or.duty, that thcothcr party hereto has failed or refused to perform or pay,'and, in pirinection the ewith, each party hereto grants to the other, and to their respective agents, employees and indepepdenf contractors full right on, to and from their respective easement areas'fof tie purposes of performing Such obligations or duties. All costs and expenses incur d by poeing csr Tri-Land,.As tbe,.4ase may be, in connection with the performance of such other party's obligation or duty, plies ten percent (10%) of the total thereof for overhead and supervision, shall be repaid, bly such other party within ten (10) days after demand, together Witttintbresf thereon at the rate of ten percent (10%) per annum from the date of demand until repaid: 9. Reasonable Care. Boeing and Tri -Land shall each..exercise reasonable care in the use and enjoyment of the Easement Area and. n eXeicising.any ofits respective rights under this Agreement. Boeing and Tri -Land s1lia11 not utilize portions o f the other's Property other than the Easement Area without obtaining the prior wi'ittgn approval of the other, which approval may be withheld in the sole discretion of such other owner. • RECEIVED APR 2 7 2010' COMMUN(TY DEVELOPMENT 10. Tenants. Boeing and Tri -Land acknowledge and agree that each of them ...:' tn4y.,have a tenant or tenants at their respective Properties (the "Tenants") and that the .. ... ,., Tenan4.1nay in turn be responsible under their leases for the performance and payment of '':.•::....,•) e eltain'fcif the obligations of Boeing and Tri -Land hereunder including, without limitation, / under-P.aragraphs 5, 6, 7, 8 and 9 above. Boeing and Tri -Land each shall, to the extent . „the Obligations of.the..9ther under this Agreement are satisfied, accept such performance .,::. and payment by the Tenants. .,.......--,::, ,i. ".,. .:.- ..* .:. ..,' ''' ''•:•. ..?',,,; i 11. ....:. T-6-1* The term of this 4,grqtnent and the covenants, easements, rights and ,Cortelitinsllercin cciiiitajned stiallOmaintitt;:force until amended or revoked in accordance:with,.the reAuicemept0)9TthispaimftraOh 11. Boeing or Tri -Land may amend or revoke this,Agrecnient'ancli4hetpvenai)tst.easements, rights and conditions contained herein by recording in the Office Or the...gocinty,Recorder of King County, Washington, an instrument in writing reOting,iuch;imendnient or ' revocation, bearing the acknowledged signatures of the''partics hereto, 9rtheiesuccessoi iind assigns, provided, however, that neither Boeing nor Th -Land may revoke this Agfeenient or the covenants, easements, rights and conditionsOntained htreitriinfess (i) thilCity authorizes such revocation, which authorization shall.be:6aSed upon ctiaige.S.in,Use 91,the Properties which result in this Agreement and the easetnents granted Jereinder noingger being,„:.. needed to meet the ingress, egress and access standarOs of the', CityiApd,(ii)*ch revocation has.rib.:,adverse impact on the use, ope.cati6ns.ranct:bcupancy,Of Daniaanc'., a Washifigton,cOrpOtation, which may then be in place at a propitrty or the Prippe.rties ''',.../ :.i .:1' ,,-::: • f i ::Y IZ YSuhequent Conveyances. Deeds, leases or other 'enliVeyaricei ofiither of thiProiertiei, or .any part or parts thereof, may contain the coienattis, eisethenis, rights ; .. .. and cgliditicins herein'Ait fo.rth by reference to this Agreement; but, tegrcfiesvbfwhether ..;any stiCh•reference is made in any instrument of conveyance, each and alt.pffite covenants, eadenents(iTghts:and 'conditions herein set forth shill be binding upon the respittiv.c-oWners, granttesilesseet -and their heirs, executors, administrators, successors and assigns. ..:* ..-:. ....' .. . / :.• ../.."':.: ...:--„. 13. SeverabOltie Ino.,ialidatiRri ofany one of the covenants, easements, right or conditions, or any part or partslhereof, shall not affect any of the other covenants, easements, rights or conditioni;"dany Niit or parts thereof, which shall remain in full „ .... force and effect. '',... .,.'' ...' f .i.: .:.. ; -... IN WITNESS WHEREOF, the partit'itav,e ex'ecutAld.this Agreement on the til day of September, 2009. WILLIAM E. BOEING, J Co -Trustee of the Boeing regon Mesabi Trust .:' TRI -LAND CORFOR,ATION:7t . „ a Washinn corporation By: Name: AngrIc4e— it.S: °F1451 4 • • RECEIVED • •: STATE OF -WASHINGTON 006iNitY OF KING ) ss. .On 9- 9 , 2009, before me, Deo It) CC/ 0 tt-(sk.-C , a Notary persqiialiy-appdared GO, ( ct Wft &Pe • 14 Jr!. , personally known to me (or proved on the basis of satisfactory evidence) to be the pdrson(s) whose name(s) isfare ubserrbed totheWithikinstrun:ent and acknowledged to me that he/she/they executed the same inhisAei/theitiiiithgrizeddapacity(ies), and that by his/her/their signature(s) on4he,.instrfinicrit the.j5m6n(s),Art49 entity upon behalf of which the person(s) a4ted,''elecuttd the instruinent..('''' WITt.S my hand anoffl4ial sdal. [SEAL] DON W. COOMBS • ---VI-.4)TE OF wp;54loioN WiTARYPliiBLIC MY:p0MMISSION EXPIRES ..,` ::::,,, ..,....... .:: :•,' .,....,:q ..... ...• :: ,:c, .,• ). . :•• ,:- .:` •f ,• ...• ,i.:. l'':: :: ,F :! t• , ''''4 .'• , .. „ ..... ," STATE OF *ASIJINGTON : . .• ...! ...' ,, ,:: ..,.. ..: -::•.„ „ , ...., ; .•: •-•r ) ss. • ... .,- ...,• 3.. ...:- cOLOT OF KING------,..:. ) .. .. .. .. • • On i9,,L ,..•'-''''.:: , 2609, before me, bovt W Cooptik , &Notary ..,. . Publid„.orsc;nally appeared Jrrercke zr: 1.1t4 I( , personally known to me (or proved on die bisis of satisfactory evidence) to be the pOrson(s) whose name(s) is/are subscribed to the within in,striltnerit andAcknowledged to me that he/she/they executed. the same in hi/hr/their atithorizedcapacity(ies), and Ithat by his/her/their signature(s) on the instrument the person(s, or the:6ttjty upon behalf of which the person(s) acted, executed the iiiArtirndnt,l' ..:: -'-'' .,..... • .:,.. • WITNESS my hand and official'4al." rt;Ittol. k) OCM4.4„ EAt] • Signature • Cc MMISSIO 062112 5 •••,.„,‘• 'APR 27 20101 COMMUNITY DEVELOPMENT • Exhibit "A" Legal Description of Boeing's PropertY The West 250 feet measured at right angles to the West line of the following described property: a• That:portion pf the Niiithwastsguag5,r of the Northeast q arter of Section 35, Township 23 North, Range,4 EastftW.., in pg County, Was 'ngton described as follows: Begrnagg.at the. Northeast:corner• i>'t e'Northwest qu quarter of said Section;35; thence.iSoutli'61,°509" West along Northwest quarter of the Northeast gt arter a c stancc,of 1003.7 87°55'02" West a distance of 3000; feecto die:West margin of the true point of beginning; thence continuln ' Nortlr87°55'02" feet; thence North 01°51'39" East a itistattceof 212.504#t;The West a distance of 440.70 feet; thence ,6utlh 0151'39" Wi t a; a line 36 fit.t.North of the centerline of South 1$0'h'Stxeet;'thii along said linea thstance of 685.17 feet; thence along'a,cu ve t which bears,West27°26'23" West having a radi`i1;'of 50.0Q''fee feet throuplt. _central angle of 60°41'58" to the West Attu:gin o thertce Nth 01°51'39" East along said West margin a distar c pot of.begitining er of the Northeast he East line of said ;feet; thence North ever Park West and Vest a distance of 270.00 'be North 87°55'02" istance,Qf 553.89 flet to • e$outh 87 50'09" -?)fit the'1eft .thexentei of an air tlistaftcelof 4.97 And? yer Park:West; of 238.6Ct`fedt to.3he true RECEIVED 'APR 2 7 20101 oinagr A-1 • • EXHIBIT "B" Legal Description of Tri -Land's Property That portiono(the Northwest quarter of the Northeast quarter of Section 35, ;.: Township 23 North, Range 4 East-WtM., in King County, Washington described as fqllows Beginning at theNi'intheas4qrrier of4fie:Northwest quarter of the Northeast quarter. of saidSectiou,.35;itheneerSouth 9•1 • 39 West along the East line of said Northwest quarter ofthe,Nortlieastquart41,4ittrince of 1003.74 feet; thence North 87°55'02" Wegt-a-distatiCe af 30 Q0 fect4kthe'West margin of Andover Park West and the true point of begintlingAhen0 co,itimiingklorth 87°55'02" West a distance of 270.00 feet; thence North 01°.5-17:3'9" East aAistanc0f,27i3bfeet; theOe'porth 87°55'02" West a distance of 440.70 feet thence (Y1°51'.q9" West a'ili§tance of 553.89 feet to a line 36 feet North of the centerline of South 18Q' S*eetii thence .South 87°50'09" East along said line a distance of 685.17 fet;:-theiceitilong ii'ettrye to:Ihe let the center of which bear§. West 27°26'23" West haVitig a:yadlug.44.50.0fiffeet'‘ a$ arc distance of,2.97 feel through icentral angle of 60°41'58" to the Wesf:Maigin:4fiAltOver..Pillc Wit, thence North 01°5.1'39" East along said Westinargiia.clistancefof238,66 feet tooftheirue point O'beginning.;., E(CEPTthe thereof::: . , • .,T.06ETHFR across a strip cfLand •••• r .;* West 250 fcct thereof measured at right angleS to thp West tine WITIta non-exclusive easement for ingress and egiess...6ver and 6.1..eet in width described as follows: Beginning at the Southwest coiner of that certain tract Of land conveyed to 186 Corporation by*eiftecogleil under:Recording No. 7111104)109; thence North 87055 02 Weseadistau4 f 660.76feet; *et* South 01°51'39" West parallel to Andover Park West distance 450.0tileet; thence South 87°55'02" East a distance of 930.70 feet to the West mOgin'orAndover Pkk West, thence North 01°51'39" East along said West margin a diSonce 43.051X00 feet to theSciUiliea# corner of said tract of land conveyed by Recording N1111A0-0109itthetice,:Nortlf8/.5'02" West along the South line of said tract of land a distance of'270.09'feA to.thepOint.elbeginning. • RECEIVED fAPR 2 7 20101 DRS= B-1 • .• . •• •• .• . • •• •• •• •. •• • 04/23/10 FRI 11:31 FAX .ALDARRA MANAGEMENT • CITY OF TUKWILA ,Deparmme tt Pfi onunwrigy Develpp»meid 6300 Swimmer Boulevard, Thkwlla, W4 98188 Telephone: (205) 431-3670 FAX (206) 431-3565 tU Ltukwj wa_us w. Yvu i VIVI RECEIVE® 'APR 2 7.2010+ YA DEVELOPMENT EVECOMMUNITY OI NT SPECIAL PERMISSION DIRECTOR FOR STAFF i ONLY Permits Plus Type P -SP Planner. 0.0 ✓� Application Complete ((Dar, Appliaebion Incomplete (Date: • • File Nember: Li 0_02,"2 Project Pile Number Other late Numbers: L t NAME OF PROJECT/DEVELOPMENT: BOMUTrt-Land Covenant Parking and Indress/Eoress Agres. LOCATION OF PROJECT/DEVELOPMENT: Give street addressar, jjvacant, indicate lot(s), black and sul divisiotr, access street. and nearest intersection. 5920 S.180th St_, Tukwila, WA 98188 - BOMT Properly 1251 Andover Park W. Tukwila, WA 98188 - Tri -Land Property LLSTALL TAX LOT RIMERS (this information may be found on your kastatement). 3523049105 - BOINT Properly 3523049103 - Tri -Land Property DEVELOPMENT COORDINATOR : The individual who: • has decision making authority on behalf of the owner/applicant in meetings with City s • has full responsibility for identifying end satisfying all relevant and sometimes overlapping development standards, and • is the primary contact with the City to wham all notices and reports will be sent Name: Flank J. Agostino Address: 1000 Second Avenue, Suite 3550 Phone: 20s-4474707 T & 206-447-9122 tJ 003 UU£ 04/23/10 FRI 11:31 FAX 4raf sv/ LV rm." AU. eu rn. ALDARRA MANAGEMENT A.L.Ionnnati MAPm u ma.p a CIT Pr TUKWILA avgivaideamfamitorkwarrwu Ole Sk'sla01MrAnimist Musk Wd 9i1498 rte, POO al -3670 FAX PM43'Jai Berath AFFIDAVIT Or OWNICR$mp AND BOLD RARNILFSS PLRIflsSCQN TO ENTER PROPERTY SLUE UP WASIeleGlon GOUrreYGrti111G a RECEIVEQ C D POAPR 2'7 20101 The dedemilPed bald d tho how sad %mos& auks as Mom I. a an the moo aw = of Go proiewly wiYc6146e melded atl theadoe. 1 boners* ta�swintigesblvebaghpa�aywpbFa..argys5gaaanyedue aaslmenet btia 'rM o prbesike u beim ao1aslroa,d with hay howled. sod easssae. 4. °weer mrCby.ks°aPbyj4 ,ddeuctonProber' h Owada seal Mew% brand at _ S. WD t & and 251 Ahdpy� Perk W. rb r� Van blre puma ofapppie fho liav, foe Uis l i d flea; oeoehowrm winkle iha pmpmee. ' Qom' aims lo WI the Ciiy hatialoos $ mon, m ales ahoy Won kg bss or deo* to pen= er> illdr Eai le Y meaty. uglpa die bac a damp Is hssuY anise sok �tigemo of 6. Nowidephisitenete baOw va dariiaas as iptr)a►�vo.eas�r s. dull be�haehoc+a.c1the icaM1151)11yeigrI i Lm 4 — Way Prinsraae COMMUNITY DEVELOPMENT Ada. »1rarauei_sitinne nit 41ij01 Thera Maim on mood aeP a�b��vwrl hu N - LFowls wow dmein a arms • DON W. COOMBS STATE OF WASHINGTON • NOTARY PUBLIC MY COMMISSION EXPIRES 05-21-12 MCVAY alibi la c'Alatiiee.wpwim C "( --- 011111•• DOW a . b 14 he imabiilr alba rdial t4 thsoosaes r pro 12 002 .ap Vrr APR 2 7 28100 Mufun I Otte SS Areq Parkin Are4 TRI-LAND DRIVE S 180TH STREET TRI-LAND DRN DEED STALLS S 180TH STREET SITE PLAN FOR OWNER RPPROV fidelity building