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Tukwila City O f
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Resolution No. 16 140
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, AUTHORIZING ENTRY INTO A DEVELOPMENT
AGREEMENT WITH WIG PROPERTIES LLC -SS FOR THE
DEVELOPMENT OF SOUTHCENTER SQUARE.
WHEREAS, the City of Tukwila and Wig Properties LLC -SS have proposed to
enter into a development agreement under RCW 36.70B for the development of
Southcenter Square; and
WHEREAS, the City of Tukwila has agreed to allow Wig Properties LLC -SS to
create and enhance wetlands in Tukwila Pond Park as compensatory mitigation for
filling wetlands on their project's property; and
WHEREAS, the Tukwila City Council reviewed the agreement at the Committee of
the Whole meeting on August 28, 2006; and
WHEREAS, a public hearing was held on September 5, 2006 regarding the
development agreement and the Tukwila City Council authorized the Mayor to enter
into the development agreement; and
WHEREAS, RCW 36.70B.200 requires a development agreement to be adopted by
resolution;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
The City Council hereby authorizes the Mayor to enter into a development
agreement with Wig Properties, LLC -SS, a copy of which is attached hereto as
"Exhibit A" and by this reference fully incorporated herein, for the development of
Southcenter Square at 17200 Southcenter Parkway.
PASSED BY THE CITY COUNCW THE CITY O1
at a Regular Meeting thereof this da of
U 2006.
ATTEST AUTHEI ICATED:
C 'e" Dennis Robertson, Council President
&4e E. Cant, CMC, City Clerk
APPROVED AS TO FORM BY:
Filed with the City Clerk-
3
Passed by the City Council s'
Office of the City Attorney Resolution Number 1610
Attachments: Exhibit A, Development Agreement
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EXHIBIT A
DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF TUKWILA
AND WIG PROPERTIES LLC -SS, FOR THE
SOUTHCENTER SQUARE DEVELOPMENT
I. PREAMBLE
THIS DEVELOPMENT AGREEMENT is made and entered into this 5 day of
September, 2006, by and between the City of Tukwila, a noncharter, optional code
Washington municipal corporation, hereinafter the "City," and Wig Properties, LLC -SS, a
limited liability company, organized under the laws of the State of Washington, hereinafter
the "Developer."
H. RECITALS
WHEREAS, the Washington State Legislature has authorized the execution of a
development agreement between a local government and a person having ownership or
control of real property within its jurisdiction (RCW 36.7013. 170 (1)); and
WHEREAS, a development agreement must set forth the development standards and
other provisions that shall apply to, govern and vest the development, use and mitigation of
the development of the real property for the duration specified in the agreement (RCW
36.70B.170(1)); and
WHEREAS, for the purposes of this development agreement, "development
standards" includes, but is not limited to, all of the standards listed in RCW 36.7013.170 (3);
and
WHEREAS, a development agreement must be consistent with the applicable
development regulations adopted by a local government planning under chapter 36.70A RCW
(RCW 36.7013. 170 (1)); and
WHEREAS, this Development Agreement by and between the City of Tukwila and
the Developer (hereinafter the "Agreement'), relates to the development known as
Southcenter Square, which is located at: 17200 Southcenter Parkway (hereinafter the "Subject
Property"); and
WHEREAS, the Subject Property will contain multiple buildings and tenants, this
agreement is only between the Developer and the City; and
WHEREAS, the Developer has a tight schedule and permitting and construction will
commence on a sequential basis rather than after all the necessary permits are approved due to
the national timelines of the anchor tenant and weather related construction timelines;
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Wig Properties LLC, SS Development Agreement
WHEREAS, the City and the Developer agree that each has entered into this
Agreement knowingly and voluntarily and agree to be bound by the terms and conditions of
this Agreement; and
WHEREAS, the Developer provided $33,383.03 towards a traffic concurrency test to
be performed by Mirai Transportation Planning and Engineering;
WHEREAS, the Subject Property has type III wetlands that total 1.16 acres that the
Developer proposes filling and `'the City agrees that allowing off -site mitigation and
enhancement at Tukwila Pond Park per a City approved mitigation plan will be beneficial;
and
WHEREAS, the City adopted Resolution 1565 authorizing the Mayor to negotiate an
agreement with the Developer for use of Tukwila Pond, which is City owned property; and
WHEREAS, a development agreement must be approved by ordinance or resolution
after a public hearing (RCW 36.70B.200); and
WHEREAS, a public hearing for this Development Agreement was held on September
5, 2006, and the City Council approved this Development Agreement by Resolution on
September 5, 2006;
NOW THEREFORE, in consideration of the mutual promises set forth here, the
parties hereto agree as follows:
I11. AGREEMENT
Section 1. The Project. The Project is the development and use of the Subject
Property which historically has been referred to as the J.C. Penney warehouse site and
consists of 18.77 acres in the City of Tukwila. The Project, as described in SEPA file number
E04 -019 and in the Board of Architectural Review file number L04 -069, is approximately
230,200 square feet of retail and commercial service uses; accessory uses such as circulation,
parking and landscaping; and improvements adjacent to the Subject Property such as utilities,
street improvements and off -site wetland mitigation, which are described separately.
Section 2. The Subject Prouerty. The Subject Property for the Project was
originally a warehouse and truck terminal service bay for J.C. Penney and includes an
adjacent undeveloped area. The Subject Property is legally described on Exhibit 2 and shown
and shown on Exhibit 1, attached hereto and incorporated herein by this reference.
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Section 3. Phasing. The Developer will be responsible for the construction of all the
improvements to the Subject Property, such as the parking lots, landscaping, utilities,
vehicular and pedestrian circulation, ingress and egress.
The Developer will be responsible for constructing the off -site and adjacent public
improvements identified in III. Agreement, Section 8. Terms. These improvements shall be
completed or substantially complete prior to approval on a final inspection for any building on
the Subject Property unless the City approves of and receives a financial guarantee for the
outstanding work.
Section 4. Exhibits. Exhibits to this Agreement are as follows:
Exhibit 1. Subject Property showing right of way dedications
Exhibit 2. Subject Property legal description
Exhibit 3. Minkler Boulevard typical cross section
Exhibit 4. Southcenter Parkway typical cross section
Exhibit 5. North and East half street typical cross section
Exhibit 6. Off -site Wetland Mitigation site plan.
Section 5. Parties to Development Agreement. The parties to this Agreement are:
A. The "City" is the City of Tukwila, 6200 Southcenter Blvd., Tukwila, WA
98188.
B. The "Developer" or Owner is a private enterprise which owns the Subject
Property in fee, and whose principal office is located at Wig Properties, LLC -SS 4811 134
Place SE, Bellevue, WA 98006.
C. The "Landowner" is a party who acquires all or a portion of the Subject
Property from the Developer who, unless otherwise released as provided in this Agreement,
shall be subject to the applicable provisions of this Agreement as it relates to the Subject
Property or Tukwila Pond Park.
Section 6. Proiect is a Private Undertaking. It is agreed among the parties that the
Project is a private development and that the City has no interest therein except as authorized
in the exercise of its governmental functions.
Section 7. Effective Date and Term. The effective date of this Agreement shall be
date of execution by both parties, and shall continue in force for a period of ten years unless
extended or terminated as provided herein. Following the expiration of the term as outlined
under IV. General Provisions, Section 4, or extension thereof, or if sooner terminated, this
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Agreement shall have no force and effect, subject however, to post termination obligations of
the Developer or Landowner.
Section 8. Terms.
A. Transportation
a) Transportation Concurrencv The City agrees to reimburse to the Developer the
difference between the actual cost of the concurrency test, which is based upon the
time spent on the analysis and the Developer's contribution of $33,383.03. The City
further agrees that a letter of concurrency will be issued by September 1, 2006.
b) Transportation Impact Fee The City is authorized to assess and collect transportation
impact fees according to rates established in the Concurrency Standards and
Transportation Impact Fees Section of the Vehicles and Traffic Chapter(9.48.010
TMC) of the Tukwila Municipal Code, (hereinafter the "TMC.
The fee will be calculated according to the 2006 Impact Fee Schedule (9.48.030 TMC)
and is based upon the location of the Project in Zone 1 and its land use category as a
Shopping Center that measures 200,000 299,999 square feet. The gross leasable
floor area of the Project at the time of building application will be used to calculate the
total impact fee, which will then be apportioned to each separate building permit.
In accordance with the Transportation Impact Fee Chapter (9.48.050 TMC,) a credit
shall be applied toward the Transportation Impact Fee for the fair market value of land
dedicated for and new construction of any system improvements that are identified in
the City's Capital Improvement Program (CIP.) Minkler Boulevard lane widening is
project number 84 -RW07 in the CIP and is required as a condition of the Project.
The City agrees to apply a credit to the transportation impact fee, not to exceed the
impact fee, for the full market value, as determined in a certified appraisal, for the
right of way dedicated and for the new construction of any system improvements to
Minkler Boulevard.
c) Minkler Boulevard Dedication. The Developer agrees to dedicate four feet of right of
way along the full length of the southern property line between Southcenter Parkway
on the western end to the eastern edge of the Subject Property in order to widen
Minkler Boulevard. Exhibit 1 shows the right of way dedication.
d) Minkler Boulevard Frontage Improvement. The Developer will improve Minkler
Boulevard by widening the street to 36 feet (curb face to curb face) to create three 12
foot lanes, by installing a four foot planting strip and an eight foot sidewalk and by
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relocating the street illumination, hydrants and other above ground utilities (with the
possible exception of the signal pole and signal control cabinet) so that they are not
located within the eight foot sidewalk. Exhibit 3 generally illustrates the
improvements.
e) Southcenter Parkwav Frontage Improvement. The Developer will improve
Southcenter Parkway by installing a 4 foot planting strip and an eight foot sidewalk
and by relocating the street illumination, hydrants and other above ground utilities so
that they are not located within the eight foot sidewalk. Exhibit 4 generally illustrates
the improvements.
f) New Half Street Dedication and Improvement. In order to comply with
Comprehensive Plan policy 10.3.2, which discusses supporting the development of a
continuous and comprehensive street network that allows a range of travel route
choices, etc., the Developer agrees to dedicate 24.5 feet for right of way and to install
"half- street" improvements along the subject property's north and east perimeter. The
half street improvements shall be constructed per the City of Tukwila Infrastructure
and Design Standards and shall consist of channelization, striping, utilities, travel
lanes, curb, gutter, landscaping, sewer, water, street illumination, and sidewalk; and as
generally illustrated on Exhibit 5.
g) Traffic Signal at the new north half street and Southcenter Parkway. The Developer
shall be responsible for the design and installation of the signal. Plans for the signal
must be approved by the City.
h) No Protest LID Agreement. Prior to issuance of the first building permit, the
Developer shall execute separate no protest LID agreements for the following future
projects:
1) 61 Ave South Bridget Widening
2) Tukwila Urban Access/Klickitat Improvement Project
The Developer shall receive a credit against its assessment for the Tukwila Urban
Access/Klickitat Improvement project LID for that portion of the Transportation
Impact fee paid that is attributable to the Tukwila Urban Access/Klickitat
Improvement Project. City agrees to estimate the percent of the Traffic Impact Fee
that is attributable to the Tukwila Urban Access /Klickitat Improvement Project.
Each agreement to not protest the formation of a future Local Improvement District
shall include the right of the Developer and the Owner to protest the methodology and
or specific amount of any LID assessment.
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i) Developer's Reimbursement Agreement. The Developer will apply to the Public
Works Director to establish an assessment reimbursement area per the Developer
Reimbursement Agreement Chapter of the TMC (11.16 TMC) before construction of
public improvements begins. The City will follow its standards and guidelines in
administering the reimbursement. At the minimum, the City agrees to enter into a
Developer's Reimbursement Agreement with the Developer for the recovery of a pro
rata share of the costs for the construction of the new East Street, the new North
Street, land for the western portion of the north %2 of the North Street, and for the new
signal at the northwest corner of the Subject Property.
B. Utilities
a) Storm Water The Developer will increase the size of the Subject Property's on -site
detention to account for the new north and east half streets. The Developer will install
water quality treatment facilities in the new public street right of way for the new
north and east half streets.
The existing storm drain lines on the north and east of the property appear to serve the
property to the north. In order to avoid having a private drain line in public right -of-
way, the Developer will repair the existing storm drain lines to the City's satisfaction
before the City accepts turnover of the storm waterlines. The City will allow use of
these existing storm water lines on the north and east for the, new street drainage if the
condition, location, depth and material are acceptable to the City for such use.
b) Sanitary Sewer The existing sanitary sewer line on the east appears to serve the
property to the north. In order to avoid having a private sewer line in public right -of-
way, the Developer will repair or replace the existing sewer line to the City's
satisfaction before the City accepts turnover of the sewer lines and if the Developer
negotiates its release from its property owner.
c) Water Meter Fees The City agrees to waive the Permanent and Water Only meter
installation water fee for each new meter in exchange for the new 12 inch main in the
new North and East streets. The Cascade Water Alliance Fee shall be paid for each
new service connection by the Developer.
C. Acceptance of Public Improvements
The City agrees to assume ownership and maintenance responsibilities following City Council
approval of turnover of the public improvements, including the two new half streets and
associated utilities, the new signal, and improvements in Minkler Boulevard and Southcenter
Parkway, except as stated in the Right of Way Use Chapter (11.12.130 TMC.)
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D. Use of Tukwila Pond Park
a) Scone of Work. The Developer is hereby granted permission to use Tukwila Pond
Park for off -site wetland mitigation as outlined in the City approved Mitigation Plan
(Armour, August 2006,) (hereinafter the "Plan. The Developer will create .88 acres
and enhance 2.6 acres of wetland in the southeast quadrant of Tukwila Pond Park in
accordance with the Plan. (Exhibit 6) This mitigation is in compliance with City
Tukwila Municipal Code (TMC) Sensitive Area Chapter (18.45 TMC) and
compensates for filling wetlands on the Subject Property.
b) Wetland Mitigation Timing. The Developer will construct the work at Tukwila Pond
Park as provided in the Plan including ten years of monitoring and maintenance to
ensure compliance with the performance standards established in the Plan. All costs
and required permits to perform the work on Tukwila Pond shall be the responsibility
of the Developer. Mitigation work must begin in the first dry season after receipt of
required permits. A final inspection for the first building permit at the Subject
Property will not be approved until at the minimum a financial guarantee for 150% of
the value of the work has been submitted to ensure completion and or maintenance of
the mitigation site.
c) Consideration for Park Pro Use. The Developer shall pay the City a one time fee
of $86,000 in exchange for the use of Tukwila Pond Park for wetland mitigation on
the property. This dollar amount is based upon a sales comparison of wetland
properties from an appraisal by Stickland, Heischman and Hoss, Inc. dated September
2005 and must be paid prior to issuance of any building or public works permit
(except for the demolition permit) for the Subject Property.
d) Liabilitv Insurance while working in Tukwila Pond Park. The Developer will carry
public liability and property damage insurance with carriers satisfactory to the City in
the following amounts:
i. 50,000 property damage
ii. 500,000 public liability (each person)
iii. $1,000,000 public liability (each occurrence)
The Developer will provide the City with endorsements naming the City as an
additional insured and with certificates of insurance prior to start of construction and
with 30 days notice prior to cancellation.
e) Performance Bond. The Developer will furnish to the City, prior to start of
construction, a performance bond in an amount of 150% of the contract in a form
acceptable to the City.
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f) Protection of Work. Pronertv and Persons. The Developer will adequately protect the
work, adjacent property and the public and shall be responsible for any damage or
injury due to his act or neglect. The Developer will permit and facilitate observation of
the work by the City and its agents and public authorities at all times.
g) Indemnification. The Developer shall indemnify, defend and hold harmless the City its
officers, agents and employees, from and against any and all claims, losses or liability,
including attorney's fees, arising from injury or death to persons or dame to property
occasioned by an act, omission or failure of the Developer its officers, agents and
employees, in performing the work required by this Agreement. With respect to the
performance of this Agreement and as to claims against the City its officers, agents
and employees, the Developer expressly waives its immunity under Title 51 of the
Revised code of Washington, the Industrial Insurance Act, for injuries to its
employees and agrees that the obligation to indemnify, defend and hold harmless
provided for in this paragraph extends to any claim brought by or on behalf of any
employee of or contractor for the Developer. This waiver is mutually negotiated by
the parties. This paragraph shall not apply to any damage resulting from the sole
negligence of the City, its agents and employees. To the extent any of the damages
referenced by this paragraph were caused by or resulted from the concurrent
negligence of the City its agents or employees, this obligation to indemnify, defend
and hold harmless is valid and enforceable only to the extent of the negligence of the
Developer, its officers, agents and employees.
E. Permitting
The City will issue a permit for demolition, clearing, grading, preloading and utility work
prior to the Board of Architectural Review public hearing and decision. This approval will
allow the Developer to begin preliminary site work as well as fill 1.16 acres of type 3 and
unregulated wetlands on the Subject Property. The Developer assumes the risk of proceeding
prior to final site plan approvals.
G. Recycling Program
The Developer shall designate recycling space that meets or exceeds City standards and work
with the City to maintain an effective recycling program including recycling of plastic film
apparel bags, paper cardboard bottles and cans. Recyclable collection points and haul routes
shall be designed to minimize impacts to pedestrian and vehicle routes.
Section 9. Vested Rights. During the term of this Agreement, unless terminated in
accordance with the terms herein, the Developer is assured, and the City agrees to the
following:
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A. Vesting of the Project will occur when the City determines that the Developer has
submitted a complete building permit application in accordance with the Vesting section of
the Buildings and Construction Chapter (16.60.080 TMC.)
B. The provisions of the TMC excluding building and fire codes of TMC Chapter 16, in
effect on the vesting date, shall apply to the Project, except as otherwise provided for in this
Agreement or by State or Federally mandated laws preempting the City's authority to vest
regulations for the Project.
C. In addition, pursuant to RCW 36.7013.170 (4) (Development Agreements
Authorized) the City reserves authority to impose new or different officially adopted
regulations of general applicability; but only if, and to the extent required by a serious threat
to public health and safety as determined by the City Council and only after notice and an
opportunity to be heard has been provided to the Developer. The Project shall not be subject
to any development moratoria the City may adopt subsequent to the effective date of this
Agreement unless necessitated by a serous threat to the public health safety and welfare.
D. In the development of the Project on the Subject Property, the development rights,
obligations, terms and conditions specified in this Agreement, are fully vested in the
Developer and may not be changed or modified by the City, except as may be expressly
permitted by, and in accordance with, the terms and conditions of this Agreement, including
the Exhibits hereto, or as expressly consented thereto by the Developer.
Section 11. Minor Modifications.
A. Modifications to the Aereement. The Mayor of Tukwila is hereby authorized to
approve minor modifications that are necessarily and generally consistent with this
Agreement.
B. Modifications to the Project. The City Public Works and Community Development
Directors are authorized to approve minor modifications that are necessary and generally
consistent this Agreement. Such minor revisions shall not require an amendment to this
Agreement and shall include:
any revisions within the scope and intent of the original Project approvals;
any revisions within the scope of the environmental documents; or
any revisions that meet the provisions or processes of the TMC.
Section 12. Further Discretionary Actions. Developer acknowledges that the
existing Land Use Regulations contemplate the exercise of further discretionary powers by
the City. These powers include, but are not limited to, review of additional permit
applications under SEPA. Nothing in this Agreement shall be construed to limit the authority
or the obligation of the City to hold legally required public hearings, or to limit the discretion
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of the City and any of its officers or officials in complying with or applying Existing Land
Use Regulations.
Section 13. Existine Land Use Fees and Impact Fees. Fees adopted by the City
by ordinance as of the Effective Date of this Agreement may be increased by the City from
time to time, and are applicable to permits and approvals for the Subject Property, as long as
such fees apply to similar applications and projects in the City.
IV. GENERAL PROVISIONS
Section 1. Assienment of Interests. Riehts, and Oblieations. This Agreement shall
be binding and inure to the benefit of the Parties. No Party may assign its rights under this
Agreement without the written consent of the other Party, which consent shall not
unreasonably be withheld. This Agreement shall be binding upon and shall inure to the
benefit of the heirs, successors, and assigns of Wig Properties, LLC and the City.
Section 2. Incorporation of Recitals. The Recitals contained in this Agreement, and
the Preamble paragraph preceding the Recitals, are hereby incorporated into this Agreement
as if fully set forth herein.
Section 3. Severabilitv. The provisions of this Agreement are separate and
severable. The invalidity of any clause, sentence, paragraph, subdivision, section, or portion
or the invalidity of the application thereof to any person or circumstance, shall not affect the
validity of the remainder of this Agreement, or the validity of its application to other persons
or circumstances.
Section 4. Termination. This Agreement shall expire and/or terminate as provided
below:
A. This Agreement shall expire and be of no further force and effect if the
Developer does not construct the Project as identified in this Agreement, and does not submit
a complete building permit application, per TMC 16, for development of the Subject Property
that is consistent with approvals within three years from the effective date of this Agreement.
B. This Agreement shall expire and be of no further force and effect if the
development contemplated in this Agreement, and all of the permits and /or approvals issued
by the City for such development, are not substantially underway prior to expiration of such
permits and /or approvals. Nothing in this Agreement shall extend the expiration date of any
permit or approval issued by the City for any development.
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C. This Agreement shall terminate upon the expiration of the term identified in III
Agreement, Section 7 or when the Subject Property has been fully developed, which ever first
occurs, and all of the Developer's obligations in connection therewith are satisfied as
determined by the City. Upon termination of this Agreement, the City shall record a notice of
such termination in a form satisfactory to the City Attorney that the Agreement has been
terminated.
D' =This Agreement shall terminate upon the abandonment of the Project by the
Developer. The Developer shall be deemed to have abandoned the Project if/when
application for development permits for the construction of the retail buildings or requests for
revisions are not received in the allotted time frame.
E. This Agreement may terminate pursuant to IV. General Provisions, Section 3.
Severability or Section 10 Default.
Section 5. Effect upon Termination on Developer Obliations. Termination of this
Agreement as to the Developer of the Subject Property or any portion thereof shall not affect
any of the Developer's obligations to comply with the City Comprehensive Plan and the terms
and conditions or any applicable zoning code(s) or subdivision map or other land use
entitlements approved with respect to the Subject Property, any other conditions of any other
development specified in the Agreement to continue after the termination of this Agreement
or obligations to pay assessments, liens, fees or taxes.
Section 6. Effects upon Termination on Citv. Upon any termination of this
Agreement as to the Developer of the Subject Property, or any portion thereof, the
entitlements, conditions of development, limitations on fees and all other terms and conditions
of this Agreement shall no longer be vested hereby with respect to the property affected by
such termination (provided that vesting of such entitlements, conditions or fees may then be
established for such property pursuant to then existing planning and zoning laws).
.Section 7. Specific Performance. The parties specifically agree that damages are not
an adequate remedy for breach of this Agreement, and that the parties are entitled to compel
specific performance of all material terms of this Agreement by any party in default hereof.
Section 8. Governing Law and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Washington. Venue for any action shall
lie in King County Superior Court or the U.S. District Court for Western Washington.
Section 9. Attornevs' Fees. In the event of any litigation or dispute resolution
process between the Parties regarding an alleged breach of this Agreement, neither Party shall
be entitled to any award of attorneys' fees.
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Section 10. Notice of'Default/Otmortunity to Cure /Dispute Resolution.
A. In the event a Party, acting in good faith, believes the other Party has violated the
terms of this Agreement, the aggrieved Party shall give the alleged offending Party written
notice of the alleged violation by sending a detailed written statement of the alleged breach.
The alleged offending Party shall have thirty (30) days from receipt of written notice in which
to cure the alleged breach. This notice requirement is intended to facilitate a resolution by the
Parties of any dispute prior to the initiation of litigation. Upon providing notice of an alleged
breach, the Parties agree to meet, and agree upon a process for attempting to resolve any
dispute arising out of this Agreement. A lawsuit to enforce the terms of this Agreement shall
not be filed until the latter of (a) the end of the 30 day cure period or (b) the conclusion of any
dispute resolution process.
B. After notice and expiration of the thirty (30) day period, if such default has not
been cured or is not being diligently cured in the manner set forth in the notice, the other party
or Landowner to this Agreement may, at its option, institute legal proceedings pursuant to this
Agreement. In addition, the City may decide to file an action to enforce the City's Codes, and
to obtain penalties and costs as provided in the Tukwila Municipal Code for violations of this
Development Agreement and the Code.
Section 11. No Third -Party Beneficiaries. This Agreement is for the benefit of the
Parties hereto only and is not intended to benefit any other person or entity, and no person or
entity not a signatory to this Agreement shall have any third -party beneficiary or other rights
whatsoever under this Agreement. No other person or entity not a Party to this Agreement
may enforce the terms and provisions of this Agreement.
Section 12. Integration. This Agreement and its exhibits represent the entire
agreement of the parties with respect to the subject matter hereof. There are not other
agreements, oral or written, except as expressly set forth herein.
Section 13. Authoritv. The Parties each represent and warrant that they have full
power and actual authority to enter into this Agreement and to carry out all actions required of
them by this Agreement. All persons are executing this Agreement in their representative
capacities and represent and warrant that they have full power and authority to bind their
respective organizations.
Section 14. Terms Runnine with the Land. The terms set forth in this Agreement
and incorporated herein by the Exhibits shall run with the land and the benefits and burdens
shall bind and inure to the benefit of the parties. The Developer, Landowner and every
purchaser, assignee or transferee of an interest in the Subject Property, or any portion thereof,
shall be obligated and bound by the terms and conditions of this Agreement, and shall be the
beneficiary thereof and a party thereto, but only with respect to the Subject Property, or such
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portion thereof, sold, assigned or transferred to it. Any such purchaser, assignee or transferee
shall observe and fully perform all of the duties and obligations of a Developer contained in
this Agreement, as such duties and obligations pertain to the portion of the Subject Property
sold, assigned or transferred to it.
Section 15. Releases. Developer, and any subsequent Landowner, may free itself
from further obligations relating to the sold, assigned, or transferred property, provided that
the buyer, assignee or transferee expressly assumes the obligations under this Agreement as
provided herein.
Section 16. Notices. Notices, demands, correspondence to the City and Developer
shall be sufficiently given if dispatched by pre -paid first -class mail to the addresses of the
parties as designated in III Agreement, Section 5. Notice to the City shall be to the attention
of both the City Administrator and the City Attorney. Notices to subsequent Landowners
shall be required to be given by the City only for those Landowners who have given the City
written notice of their address for such notice. The parties hereto may, from time to time,
advise the other of new addresses for such notices, demands or correspondence.
Section 17. Police Power. Nothing in this Agreement shall be construed to diminish,
restrict or limit the police powers of the City granted by the Washington State Constitution or
by general law.
Section 18. Third Partv Legal Challenge. In the event any legal action or special
proceeding is commenced by any person or entity other than a party or a Landowner to
challenge this Agreement or any provision herein alleging the negligence or wrongdoing of
Developer, the City may elect to tender the defense of such lawsuit or individual claims in the
lawsuit to Developer and /or Landowner(s). In such event and to such extent, Developer and/or
such Landowners shall hold the City harmless from and defend the City from all costs and
expenses incurred in the defense of such lawsuit or individual claims in the lawsuit, including
but not limited to, attorneys' fees and expenses of litigation, and damages awarded to the
prevailing party or parties in such litigation. The Developer and/or Landowner shall not settle
any lawsuit without the consent of the City. The City shall act in good faith and shall not
unreasonably withhold consent to settle.
Section 19. No Presumotion against Drafter. This Agreement has been reviewed
and revised by legal counsel for both Parties and no presumption or rule that ambiguity shall
be construed against the party drafting the document shall apply to the interpretation or
enforcement of this Agreement.
Section 20. Headings. The headings in this Agreement are inserted for reference
only and shall not be construed to expand, limit or otherwise modify the terms and conditions
of this Agreement.
Page 13 of 15 08/18/2006
Wig Properties LLC, SS Development Agreement
Section 21. Recording. Developer shall record an executed copy of this Agreement
with the King County Auditor, pursuant to RCW 36.70B.190, no later than fourteen (14) days
after the Effective Date.
Section 22. Leeal Rearesentation. In entering into this Agreement, Developer
represents that it has been advised to seek legal advice and counsel from its attorney
concerning the legal consequences of this Agreement; that it has carefully read the foregoing
Agreement and knows the contents thereof, and signs the same of its own free act; and that it
fully understands and voluntarily accepts the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Development
Agreement to be executed as of the dates set forth below:
OWNER/DEVELOPER: CITY OF TUKWILA
By By
Its Its Mayor
ATTEST:
By C� Uhl
f City Clerk
APPROVED AS TO FORM:
By
City Attorney
STATE OF WASHINGTON)
ss.
COUNTY OF
On this day of 2006, before me
personally appeared to me known to be the individual that
executed the within and foregoing instrument, and acknowledged the said instrument to be
his/her free and voluntary act and deed for the uses and purposes therein mentioned, and on
oath stated that he /she is authorized to execute said instrument.
Page 14 of 15 08/18/2006
Wig Properties LLC, SS Development Agreement
Print name:
NOTARY PUBLIC in and for the State of
Washington
Residing at
Commission expires:
STATE OF WASHINGTON)
ss.'
COUNTY OF
On this day 2006 before me
personally appeared E 41 M /V)jjU F7 aAd said person acknowledged that&she
signed this instrument, on oath stated th /she was authorized to execute the instrument,
and acknowledged as the M A V O of the City of Tukwila to be the free
and voluntary act of said party for the uses and purposes mentioned in this instrument.
S k
ll%J11
C I
n= Print Ame: 1 4 iVitl r An w
i u> q
_x NOTARY PUBLIC in and for the State of
i �V
a L Z� Washington
WASN"���� Residing at i'
►►►�����o��� Commission expires:,
Q:\HOME\MOIRA\penneys\80806devagree.DOC
Page 15 of 15 08/18/2006
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EXHIBIT 2
SUBJECT PROPERTY LEGAL DESCRIPTION
DEVELOPER'S PARCEL AND KOHL'S PARCEL
THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER AND
OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 26,
TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID
SECTION 26;
THENCE NORTH 88 0 05 1 42" WEST ALONG THE NORTH LINE OF SAID SOUTHEAST
QUARTER, A DISTANCE OF 2678.68 FEET TO THE EAST LINE OF SAID
NORTHEAST QUARTER OF THE SOUTHWEST QUARTER;
THENCE SOUTH 01 0 12 1 25" WEST ALONG SAID.EAST LINE 657.29 FEET TO A
POINT HEREINAFTER REFERRED TO AS POINT A
THENCE CONTINUING SOUTH 01 0 12 1 25" WEST 24.50 TO THE POINT OF
BEGINNING;
THENCE NORTH 88 0 00 1 36" WEST 70.13 FEET;
THENCE SOUTH 85 °29 WEST 72.16 FEET;
THENCE SOUTH 86 0 59 1 24" WEST 135.75 FEET;
THENCE NORTH 88 0 00 1 36" WEST 152.79 FEET;
THENCE SOUTH 81 0 59 1 24" WEST 174.39 FEET TO THE BEGINNING OF A CURVE
CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 34.50 FEET, AND A
CENTRAL ANGLE OF 49 0 36'53
THENCE SOUTHWESTERLY ALONG SAID CURVE AN..ARC LENGTH OF 29:87 FEET
TO THE EAST RIGHT -OF -WAY MARGIN OF SOUTHCENTER PARKWAY;
THENCE SOUTH 01 0 08 1 35" WEST ALONG 'SAID EAST RIGHT -OF -WAY MARGIN
534.72 FEET;
THENCE SOUTH 87 0 55 1 27" EAST 1267.66 FEET;
THENCE NORTH 01 0 49 1 10" EAST 603.37 FEET;
THENCE NORTH 88 0 00 1 36" WEST 648.40 FEET
TO THE POINT OF BEGINNING;
TOGETHER WITH THAT PORTION OF SAID NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 26;
COMMENCING AT AFOREMENTIONED POINT "A";
THENCE NORTH 88 0 00 1 36" WEST 413.26 FEET TO THE POINT OF BEGINNING;
THENCE SOUTH 81 0 59 1 24" WEST 180.41 FEET TO THE BEGINNING OF A CURVE
CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 34.50 FEET AND A
CENTRAL ANGLE OF 67 0 55 1 15 11
THENCE NORTHWESTERLY ALONG SAID CURVE AN ARC LENGTH OF 40.90 FEET
TO THE EAST RIGHT -OF -WAY MARGIN OF SOUTHCENTER PARKWAY;
THENCE NORTH .01 0 08 1 35" EAST ALONG SAID EAST RIGHT -OF -WAY MARGIN
15.86 FEET;
1��46E l oF' S
THENCE SOUTH 88 0 00 1 36" EAST 213.12 FEET TO THE POINT OF BEGINNING;
CONTAINING AN AREA OF 756,907 FEET, OR 17.3762 ACRES MORE OR LESS.
SITUATE IN THE CITY OF TUKWILA, KING COUNTY, WASHINGTON.
�p�A WIG PROPERTIES
NEW RETAIL SITE
JOHANN G. WASSERMANN, P.L.S.
i BRH JOB NO. 95254.08
r JULY 13, 2006
831M
4
LAIC BUSH, ROED HITCHINGS, INC.
C 1 2009 MINOR AVENUE EAST
SEATTLE, WA 98102
(206) 323 -4144
�14Cs�r Z e .5
LEGAL DESCRIPTION
DEVELOPER'S PARCEL
THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER AND
OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 26;
TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID
SECTION 26;
THENCE NORTH 88 0 05 1 42" WEST ALONG THE NORTH LINE OF SAID SOUTHEAST
QUARTER, A DISTANCE OF' 2678.68 FEET TO THE EAST LINE OF SAID
NORTHEAST QUARTER OF THE SOUTHWEST QUARTER;
THENCE SOUTH 01 0 12 1 25" WEST ALONG SAID EAST LINE 657.29 FEET TO A
POINT HEREINAFTER REFERRED TO AS POINT "A";
THENCE CONTINUING SOUTH 01 0 12 1 25" WEST 24.50;
THENCE NORTH 88 0 00 1 36" WEST 70.13 FEET;
THENCE SOUTH'85 0 29 1 26" WEST 20.13 FEET TO THE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 85 0 29 1 26" WEST 52.03 FEET;
THENCE SOUTH 86 WEST 135.75 FEET;
THENCE NORTH 88 0 00 1 36" WEST 152.79 FEET;
THENCE SOUTH 81 0 59 1 24" WEST 174.39 FEET TO THE BEGINNING OF A CURVE
CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 34.50 FEET, AND A
CENTRAL ANGLE OF 49 0 36 1 53
THENCE SOUTHWESTERLY ALONG SAID CURVE AN ARC LENGTH OF 29.87 FEET
TO THE EAST RIGHT -OF -WAY MARGIN OF SOUTHCENTER PARKWAY;
THENCE SOUTH 01 0 08 1 35" WEST ALONG SAID EAST RIGHT -OF -WAY MARGIN
534.72 FEET;
THENCE SOUTH 87 0 55 1 27" EAST 1267.66 FEET;
THENCE NORTH 01 0 49 1 10" EAST 259.20 FEET;
THENCE NORTH 88 0 00 1 36" WEST 382.55 FEET;
THENCE SOUTH 01 0 59 1 24" WEST 13.83 FEET;
THENCE NORTH 88 0 00 1 36" WEST 357.00 FEET;
THENCE NORTH 01 0 59 1 24" EAST 355.72 FEET TO THE POINT OF BEGINNING;
TOGETHER WITH THAT PORTION OF SAID NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 26;
COMMENCING AT AFOREMENTIONED POINT A
THENCE NORTH 88 0 00 1 36" WEST 413.26 FEET TO THE POINT OF BEGINNING;
THENCE SOUTH 81 0 59 1 24" WEST 180.41 FEET TO THE BEGINNING OF A CURVE
CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 34.50 FEET AND A
CENTRAL ANGLE OF 67 0 55 1 15
THENCE NORTHWESTERLY ALONG SAID CURVE AN ARC LENGTH OF 40.90 FEET
TO THE EAST RIGHT -OF -WAY MARGIN OF SOUTHCENTER PARKWAY;
'i4ft3Oe5
THENCE NORTH 01 0 08 1 35" EAST ALONG SAID EAST RIGHT —OF —WAY MARGIN
15.86 FEET;
THENCE SOUTH 88 0 00 1 36" EAST 213.12 FEET TO THE POINT OF BEGINNING;
CONTAINING AN AREA OF 497,638 FEET, OR 11.4242 ACRES MORE OR LESS.
SITUATE IN THE CITY OF TUKWILA, KING COUNTY, WASHINGTON.
WA�s� WIG PROPERTIES
NEW RETAIL SITE
JOHANN G. WASSERMANN, P.L.S.
BRH JOB NO. 95254.08
d t JULY 13, 2006
r
s3
`LW BUSH, ROED HITCHINGS, INC.
X 2009 MINOR AVENUE EAST
SEATTLE, WA 98102
(206) 323 -4144
5
LEGAL DESCRIPTION
KOHL'S PARCEL
THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER AND
OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 26,
TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID
SECTION 26;
THENCE NORTH 88 0 05 1 42" WEST ALONG THE NORTH LINE OF SAID SOUTHEAST
QUARTER, A DISTANCE OF! 2678.68 FEET TO THE EAST LINE OF SAID
NORTHEAST QUARTER OF THE SOUTHWEST QUARTER;
THENCE SOUTH 01 0 12 1 25" WEST ALONG SAID EAST LINE 657.29 FEET;
THENCE CONTINUING SOUTH 01 0 12 1 25" WEST -24.50 FEET TO THE POINT OF
BEGINNING;
THENCE SOUTH 88 0 00 1 36" EAST 648.40 FEET;
THENCE SOUTH 0 49'10" WEST 344.17 FEET;
THENCE NORTH 88 0 00 1 36" WEST 382.55 FEET;
THENCE SOUTH 01 0 59 1 24" WEST 13.83 FEET;
THENCE NORTH 88 0 00 1 36" WEST 357.00 FEET;
THENCE NORTH 01 0 59 1 24" EAST 355.72 FEET;
THENCE NORTH 85 0 29 1 26" EAST 20.13 FEET;
THENCE SOUTH 88 0 00 1 36" EAST 70.13 FEET TO THE POINT OF BEGINNING;
CONTAINING AN AREA OF 259,269 SQUARE FEET, OR 5.9520 ACRES, MORE OR
LESS.
SITUATE IN THE CITY OF TUKWILA, KING COUNTY, WASHINGTON.
G. W WIG PROPERTIES
NEW RETAIL SITE
®t JOHANN G. WASSERMANN, P.L.S.
BRH JOB NO. 95254.08
I JULY 13, 2006
C
o�tp�s�2 -au- BUSH, ROED HITCHINGS INC.
2009 MINOR AVENUE EAST
SEATTLE, WA 98102
-'Aw 6-dig 5 (206) 323 -4144
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