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HomeMy WebLinkAbout12-05-2005 ITEM VIII-B-4A Y,T[OF OF '... WASHINGTON AGENDA BILL APPROVAL FORM Agenda Subject: Date: Supermall Development — Resolution No. 3951 12/1/05 Department: I Attachments: Budget Impact: Planning, Building & Community Resolution No. 3951 Administrative Recommendation: City Council adopt Resolution No. 3951. Background Summary: The Supermall of the Great Northwest was developed pursuant to City of Auburn Ordinance No. 4627, as amended by Ordinance Nos. 4649, 4704, 4742, 5001, 5002 and 5003. Wal-Mart present owns and operates a retail store on property comprised of about 9.1 acres located adjacent to and west of the Supermall. Wal-Mart proposes to acquire other property adjacent to and east of the Supermall for the purpose of developing and operating a new retail store, which development is also governed by the above referenced ordinances. In order to provide for the new Wal-Mart Store development, and to ensure that the development of the new Wal-Mart Store is in a manner consistent with the said ordinances and their intended purposes, the parties have negotiated an agreement to accomplish the same. 03.3.1 Reviewed by Council & Committees: Reviewed by Departments &Divisions: E] Arts Commission COUNCIL COMMITTEES: ❑Building ❑ M&O ❑ Airport ❑ Finance ❑ Cemetery ❑ Mayor ❑ Hearing Examiner ❑ Municipal Serv. ❑ Finance ❑ Parks ❑ Human Services ❑ Planning & CD ❑ Fire ❑ Planning ❑ Park Board ❑Public Works ❑ Legal ❑ Police ❑ Planning Comm. ❑ Other ❑ Public Works ❑ Human Resources ❑ Information Services Action: Committee Approval: ❑Yes [-]No Council Approval: ❑Yes ❑No Call for Public Hearing Referred to Until Tabled Until Councilmember: Norman Staff: Krauss Meeting Date: December 5, 2005 Item Number: VI11.BA AUBURN * MORE THAN YOU IMAGINED RESOLUTION NO. 3 9 5 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF AUBURN, GLIMCHER SUPERMALL VENTURE, LLC, GLIMCHER DEVELOPMENT CORPORATION AND WAL-MART STORES INC., FOR DEVELOPMENT OF THE NEW WAL-MART STORE IN AUBURN WHEREAS, the Supermall of the Great Northwest (the "Supermall") was developed pursuant to City of Auburn Ordinance No. 4627, as amended by Auburn Ordinance No.'s 4649, 4704, 4742, 5001, 5002 and 5003; and WHEREAS, Wal-Mart presently owns and operates a retail store on property comprised of about 9.1 acres located adjacent to and west of the Supermall; and WHEREAS, Wal-Mart proposes to acquire other property adjacent to and east of the Supermall for the purpose of developing and operating a new retail store (the "New Wal-Mart Store"), which development is also governed by the above referenced Ordinances; WHEREAS, in order to provide for the new Wal-Mart Store development, and to ensure that the development of the New Wal-Mart Store is in a manner consistent with the said Ordinances and their intended purposes, the parties have negotiated an agreement to accomplish the same; and WHEREAS, it is in the public interest and best interests of the City to enter into such agreement. Resolution No. 3951 December 1, 2005 Page 1 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute an Agreement between the City of Auburn Glimcher Supermall Venture, LLC, Glimcher Development Corporation and Wal-Mart Stores Inc., for development of the new Wal-Mart Store to be located within the City of Auburn, which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Section 2. The Mayor is hereby further authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation, including finalizing the exchange of easements and their recordation in substantial conformity with the easement documents attached hereto, marked as Exhibits "B" and "C" and incorporated herein by this reference. Section 3. This resolution shall be in full force and affect upon passage and signatures hereon. DATED and SIGNED this day of 200_ CITY OF AUBURN PETER B. LEWIS MAYOR Resolution No. 3951 December 1, 2005 Page 2 ATTEST: Danielle E. Daskam, City Clerk APPRBVED-AS TO v City Attorney Resolution No. 3951 December 1, 2005 Page 3 EXHIBIT "A" DEVELOPMENT EXPANSION AGREEMENT FOR SUPERMALL OF THE GREAT NORTHWEST This Development Expansion Agreement is made by this _ day of 2005, between and among the City of Auburn, a Washington Municipal Corporation (the "City") Glimcher Supermall Venture, LLC a Delaware Limited Liability Company ("GSV"), Glimcher Development Corporation ("GDC") and Wal-Mart Stores Inc., a Delaware Corporation ("Wal- Mart"). Collectively, the City, GSV, GDC and Wal-Mart are the "Parties" hereto. WHEREAS, GSV, an affiliate of GDC is the owner of the retail development in the City of Auburn, known as "The Supermall of the Great Northwest (the "Supennall"), which was developed pursuant to Ordinance No. 4627, as amended by Ordinance No.'s 4649, 4704, 4742, 5001, 5002 and 5003 (collectively the "Ordinance"); WHEREAS, Wal-Mart presently owns and operates a retail store on property comprised of about 9.1 acres located adjacent to and west of the Supermall (the "Existing Wal-Mart Store"); WHEREAS, Wal-Mart proposes to acquire other property adjacent to and east of the Supermall for the purpose of developing and operating a new retail store (the "New Wal-Mart Store"), which development is also governed by the Ordinance; WHEREAS, the locations and general layout of the Supermall, the Existing Wal-Mart Store and the New Wal-Mart Store are shown on a site plan marked Exhibit "A" and attached hereto; and WHEREAS, the Parties desire to enter into this Agreement to accomplish the following purposes: (i) To provide for the development of the New Wal-Mart Store in a manner consistent with the Ordinance; (ii) To confirm Wal -Mart's commitment to construct the New Wal-Mart Store in accordance with a design previously submitted to the City; (iii) To approve modifications to the Site Plan for the Supermall, including changes to the internal roadway system and parking field layout; (iv) To confirm that existing SEPA documentation for the Supermall is adequate to address the development activities identified in this Agreement; and (v) To provide for and approve a framework for the redevelopment of the Existing Wal-Mart parcel. Now THEREFORE, in consideration of the initial covenants and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows: 1. New Wal-Mart Store. The New Wal-Mart Store shall be developed in general conformity with the site plan attached hereto as Exhibit `B". The building design and architectural elements of the New Wal-Mart Store shall be in general conformity with the elevation drawings attached hereto as Exhibit "C". 2. Site Plan Modifications. Supermall intemal roadways, parking field layout, pedestrian walkways and related detail may be modified and built in accordance with Exhibit "A" attached hereto. The City has determined that the site plan attached as Exhibit A is generally consistent with the Supermall site plan approved under the Ordinance. 3. Glimcher Redevelopment of Existing Wal-Mart Store. Wal-Mart and GDC have entered into a separate agreement, dated , 2005 whereby Wal-Mart has granted to GDC, subject to various terms and conditions, an option to purchase the existing Wal- Mart Store building and approximately 9.1 acre parcel (the "Option Agreement"). The Option Agreement provides that GDC shall have a period of 90 days from the date the new Wal-Mart Store first opens to the public for business to exercise its option to purchase. If GDC elects to exercise its option to purchase the Existing Wal-Mart Store building and parcel and closes the purchase of that property, GDC shall: A File application with the City for demolition of the Existing Wal-Mart Store and redevelopment of the site into an open-air retail village containing not less than two full service restaurants and other retail offerings containing in the aggregate not less than 100,000 square feet; or B. (i) present to the City a plan for the renovation and upgrading of the existing building for its re -use by a Tenant or Tenants no less desirable to the City than the existing Supermall Anchor Tenants; and (ii) file application with the City for one or more full service restaurants on the Existing Wal-Mart Store site or elsewhere on the Supermall site. The City and GDC understand and agree that, if GDC elects to exercise its option to purchase the Existing Wal-Mart Store building and parcel and closes the purchase of that property, no other use or occupancy may be made of the Existing Wal-Mart Store building and parcel other than as set forth above without the prior written consent of the City. The City and GDC understand and agree that it is neither practical nor prudent to anticipate several years in advance which tenants will then be in favor or available or what design concept at that future date will maximize the redevelopment opportunity for the Existing Wal-Mart Store building and parcel. However, based on industry conditions today several alternative concept plans, attached as Exhibit "D", serve as examples of the nature and scope of GDC's preliminary planning for redevelopment of the site. Provided that GDC elects to exercise its option to purchase the Existing Wal-Mart Store building and site, GDC intends to be as aggressive as market conditions permit to maximize development on the site consistent with good vehicular and pedestrian traffic flow through and within the site. The City acknowledges that it has encouraged an aggressive redevelopment of the Existing Wal-Mart Store site, within good site planning practice, and agrees to work cooperatively with GDC with respect to GDC obtaining all required permits and approvals in a timely manner. 4. No New SEPA Requirements. The City acknowledges and agrees that the projects contemplated hereby, including the development of the New Wal-Mart Store, the redevelopment of the Existing Wal-Mart Store building and parcel, and the minor modifications to the Supermall site plan, all as depicted in Exhibits A, B, C and D attached hereto, do not require or call for any further environmental review as the development as provided herein adequately conforms to the parameters of the initial SEPA Review for the Supermall and the Ordinance, and the actions taken relative thereto, as initially provided and as provided herein, are adequate to address the impacts of the revised Supermall development project. 5. No New Rezone Required. The City acknowledges and agrees that the project contemplated hereby does not require or call for any rezone from the current zoning of the Supermall property, nor any amendment or modification to the Ordinance. 6. The Permits for the Project are Vested. The City acknowledges and agrees that (a) Wal-Mart has filed a complete building permit application for the New Wal-Mart Store, File No. (the "Wal-Mart Permit Application"), (b) the Wal-Mart Permit Application conforms to current City development regulations and the Ordinance, (c) the project contemplated by the Wal-Mart Permit Application is vested to current City development regulations, and (d) the parties shall work in good faith to process the Wal-Mart Permit Application and cooperatively address any issues involved therewith. 7. Supermall Expansion and Outparcel Development. The City acknowledges and agrees that GSV has the right and has encouraged GSV to expand the Supermall and to build additional retail in outparcel locations on the site. The City agrees to work cooperatively with GSV with respect to GSV obtaining all required permits and approvals in a timely manner for any such expansion of the Supermall. In order to maximize expansion or additional new retail development on the site GSV hereby agrees with the City not to encumber the use of available parking on the Supermall site by selling or leasing such parking space to any party other than Supermall tenants. Provided, however, the City acknowledges that it has permitted an exception from such prohibited use of existing parking for the current temporary parking arrangements for the benefit of the White River Ampitheater group (the "WIZ A Agreement'). A copy of the WRA Agreement is attached hereto as Exhibit "E". 8. Wal-Mart Redevelopment of Existing Wal-Mart Store. If GDC elects not to exercise its option to purchase the Existing Wal-Mart Store and parcel, GDC shall so notify Wal- Mart and the City in writing. In that event, within 90 days from the date the New Wal-Mart Store first opens to the public for business (if ever), Wal-Mart shall enter into an agreement with an experienced retail development firm acceptable to the City for the redevelopment of the Existing Wal-Mart Store building and parcel. Wal-Mart or such City approved developer shall: A. File application with the City for demolition of the Existing Wal-Mart Store and redevelopment of the site into an open-air retail village containing not less than two full service restaurants and other retail offerings containing in the aggregate not less than 100,000 square feet; or B. Present to the City a plan for the renovation and upgrading of the existing building for its re -use by a Tenant or Tenants no less desirable to the City than the existing Supermall Anchor Tenants. The City and Wal-Mart understand and agree that, if Wal-Mart ceases to conduct business at the Existing Wal-Mart Store, no other use or occupancy may be made of the Existing Wal-Mart Store property other than as set forth above without the prior written consent of the City. The City and Wal-Mart understand and agree that it is neither practical nor prudent to anticipate several years in advance which tenants will then be in favor or available or what design concept at that future date will maximize the redevelopment opportunity for the existing Wal-Mart store site. However, based on industry conditions today several alternative concept plans, attached as Exhibit "D", serve as examples of the nature and scope of Wal -Mart's preliminary planning for redevelopment of the site, with respect to redevelopment of the existing Wal-Mart store site. Wal-Mart intends to be as aggressive as market conditions permit to maximize development on the site consistent with good vehicular and pedestrian traffic flow through and within the site. The City acknowledges that it has encouraged an aggressive redevelopment of the Existing Wal-Mart Store site, within good site planning practice, and agrees to work cooperatively with Wal-Mart with respect to Wal-Mart obtaining all required permits and approvals in a timely manner. 9. Community Contribution. As part of the building permit application for the New Wal-Mart Store on which this Agreement is predicated, Wal-Mart agrees that it shall contribute $100,000 to the City for neighborhood revitalization and/or a multi service center and completion of gateways to the City. Wal-Mart further agrees that its manager shall meet with the Mayor each year, to audit past contributions and discuss how further community contributions by Wal-Mart may be directed to help address community needs in Auburn. 10. Agreement Not to Challenge. By the signatures of their representatives hereon, the parties agree not to challenge any of the provisions hereof in any court or legal forum. 11. Severability. The rights and obligations of the Parties herein are separate and independent, and the failure of any Party to comply with its obligations hereunder shall not impair the rights of any other Party under this Agreement. If any provision of this Agreement shall be held illegal or invalid by any court, this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein and this Agreement shall be deemed an agreement of the Parties hereto to the full extent permitted by law. If any provision shall be declared invalid or unenforceable because of its breadth, scope or duration, such provision shall be deemed modified to the extent necessary to make it valid and enforceable and shall remain in full force and effect as so modified, or if not so modified, shall be severable from the rest of this Agreement. 12. Entire Agreement: Modifications. The terms of this Agreement constitute the entire agreement between the parties regarding the subject matter described herein. No modification to this Agreement shall be binding unless in writing and signed by the Parties. 13. Successors. This Agreement is binding on and inures to the benefit of the Parties and their successors and assigns. 14. Assignment. No Party may assign any of its rights or delegate any of its duties pursuant to this Agreement without the prior written consent of the other Parties. 15. Waiver. The failure of either Party at any time to require performance of any provision hereof by any other Party shall not be deemed a waiver and thereafter shall not deprive that Party of its full right to require such performance in the particular instance or at any other time. Any waiver must be in writing and signed by the waiving Party. 16, Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue shall be in King County, Washington. 17. Reasonableness. Whenever the consent or approval of a Party is required under this Agreement, it shall be given in a timely manner and shall not be unreasonably withheld, conditioned or delayed. 18. Authority. Each individual executing this Agreement represents and warrants that (s)he is duly authorized by all necessary action of the Party on whose behalf (s)he is acting to execute and deliver this Agreement on behalf of that Party, and that this Agreement is binding upon such Party in accordance with its terms. 19. Further Assistance. The Parties shall execute such further documents and take such other further actions as may reasonably necessary to carry out the intent and provisions of this Agreement. 20. Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute the same Agreement, whether or not all Parties execute each counterpart. Signatures transmitted by facsimile shall have the same effect as original ink signatures. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and date first above written. City of Auburn, a Washington Municipal Corporation Peter B. Lewis, Mayor Attest: Danielle E. Daskam, City Clerk Approved as to Form: Daniel B. Heid, City Attorney Glimcher Supermall Venture, LLC a Delaware Limited Liability Company By: By: Glimcher Auburn, Inc., a Delaware Corporation, its Managing Member Glimcher Development Corporation Glimcher Development Corporation By: Wal-Mart, Inc., a Delaware Corporation IM Its: Return Address: City of Auburn City Clerk 25 West Main Auburn, WA 98001 EXHIBIT "B" Above this line reserved for recording information. PARTIAL RELINQUISHMENT OF EASEMENT Reference # (if applicable): 95083 020 1 3, 9508302012, 2002040100782 Auburn Valley I, LLC, Horne Elecd'ic Company, INC., Auburn Valley II, LLC, Grantor/Borrower: Auburn 400 Park Owners, NPC., and Glimcher Supermall Venture, LLC Grantee/Assignee/Beneficiary: City of Auburn Legal Description/STR: NW :4. SW YA, 13-21-04E, 242104-9086, 242104-9012, 132104- Assessor's Tax Parcel ID#: 9114,242104-9088 & 242104-9076 This PARTIAL RELINQUISHMENT OF EASEMENT is executed by the City of Auburn, a Municipal Corporation of King County, (the "City") in order to implement Resolution No. of the City Council of the City of Auburn dated WHEREAS the City has an existing public water main easement crossing that certain property in Auburn, Washington known as Lot 1, Lot 3, Lot 4, Tract A, and Lot A of the Supermall Properties, King County, Washington, which water main easement is recorded under King County Recording No(s), 9508302013, 9508302012 and 2002040100782 (the "Easement"). WHEREAS the City has determined pursuant to Auburn City Council Resolution No. that portions of the Easement are in excess of City needs and should be relinquished. NOW, THEREFORE, the City hereby: Relinquishes, vacates and forever abandons that portion of the Easement, Recording No(s). 9508302013, 9508302012 and 2002040100782, described on Exhibit A and 13, attached hereto and by this reference made a part hereof. Partial Relinquishment of Easement Page 1 of 6 DATED and SIGNED this day of , 20 CITY OF AUBURN Peter B. Lewis, Mayor ATTEST: APPROVED AS TO FORM: Danielle E. Daskam, City Clerk Daniel B. Heid, City Attorney STATE OF WASHINGTON) )ss. County of King ) I certify that I know or have satisfactory evidence that Peter B. Lewis and Danielle E. Daskam were the persons who appeared before me, and said persons acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the MAYOR and CITY CLERK of the CITY OF AUBURN to be the free and voluntary act of such parties for the uses and purposes mentioned in this instrument. Dated Notary Public in and for the State of Washington residing at My appointment expires \bi File: REF. H:DevelopmemTorms\Legal Documents\2004 Partial Relinquishment of Easement Page 2 of 6 EXHIBIT A WATERLINE EASEMENT RELINQUISHMENT DESCRIPTION THAT CERTAIN EASEMENT FOR WATER MAIN EXTENSIONS AND APPURTENANCES THEREOF GRANTED TO THE CITY OF AUBURN BY INSTRUMENT RECORDED UNDER RECORDING NO. 9508302013, RECORDS OF KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THOSE PORTIONS OF THE SOUTHWEST QUARTER OF SECTION 13 AND THE NORTHEAST QUARTER OF SECTION 24, ALL IN TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 30.00 FEET IN WIDTH, HAVING 15.00 FEET OF SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 24, THENCE NORTH 89032'44" EAST 2,548.56 FEET ALONG THE NORTH LINE THEREOF TO THE WEST MARGIN OF THE SEATTLE -TACOMA INTERURBAN RAILWAY RIGHT-OF- WAY AS ESTABLISHED BY DEED RECORDED UNDER RECORDING NO. 213025 AND BY CONDEMNATION ENTERED SEPTEMBER 17, 1901, IN KING COUNTY SUPERIOR COURT CAUSE NO. 32962; THENCE SOUTH 00028'30" EAST 12.06 FEET ALONG SAID WEST MARGIN TO A 12 - INCH DIAMETER WATER MAIN AND THE TRUE POINT OF BEGINNING OF SAID EASEMENT CENTERLINE; THENCE ALONG SAID WATER MAIN AND EASEMENT CENTERLINE THE FOLLOWING TWO COURSES: THENCE WEST 525.14 FEET TO A POINT AT WHICH THE WIDTH OF SAID STRIP REDUCES TO 20.00 FEET; THENCE SOUTH 42021'18" WEST 191.63 FEET TO THE EASTERLY LINE OF LOT A, CITY OF AUBURN LOT LINE ADJUSTMENT NO. LLA 0019-94, RECORDED UNDER RECORDING NO. 9501100684, AND THE TERMINUS OF SAID EASEMENT CENTERLINE AND FROM SAID TERMINUS THE NORTHEAST CORNER OF SAID LOT A BEARS NORTH 10021'40" EAST, 777.59 FEET DISTANT; THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID WEST MARGIN AND SAID EASTERLY LINE; TOGETHER WITH THAT PORTION OF THAT CERTAIN EASEMENT FOR WATER MAIN EXTENSIONS AND APPURTENANCES THEREOF GRANTED TO the CITY OF AUBURN BY INSTRUMENT RECORDED UNDER RECORDING NO, 9508302012, RECORDS OF KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 20.00 FEET IN WIDTH, HAVING 10.00 FEET OF SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS FOLLOWS: Partial Relinquishment of Easement Page 3 of 6 COMMENCING AT THE NORTHEAST CORNER OF LOT A, CITY OF AUBURN LOT LINE ADJUSTMENT NO, LLA 0019-94, RECORDED UNDER KING COUNTY RECORDING NO. 9501100684, THENCE SOUTH 10021'40" WEST 775.16 FEET ALONG the EASTERLY LINE THEREOF TO the CENTER OF A 12 -INCH DIAMETER WATER MAIN AND THE TRUE POINT OF BEGINNING OF SAID CENTERLINE DESCRIBED HEREIN; THENCE ALONG SAID WATER MAIN AND EASEMENT CENTERLINE THE FOLLOWING TWO COURSES: THENCE SOUTH 42052'56" WEST 41.81 FEET; THENCE SOUTH 07050'11" WEST 21.18 FEET TO A LINE BEARING NORTH 89028'03" EAST AND THE TERMINUS OF SAID CENTERLINE; THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID EASTERLY LINE OF LOT A AND IN SAID LINE BEARING NORTH 89°28'03" EAST; ALSO TOGETHER WITH THOSE PORTIONS OF THAT CERTAIN EASEMENT FOR LAYING, MAINTAINING AND INSTALLING WATERLINES AND APPURTENANCES THEREOF GRANTED TO the CITY OF AUBURN BY INSTRUMENT RECORDED UNDER RECORDING NO. 20020401000782, RECORDS OF KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS: PORTION NO. 1: THAT PORTION OF SAID EASEMENT LYING NORTHERLY OF A LINE LYING 7.50 FEET SOUTHERLY OF, AS MEASURED AT RIGHT ANGLES TO THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF THE NORTH LINE OF SECTION 24, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON AND THE WEST MARGIN OF THAT CERTAIN WATERLINE EASEMENT IN SAID SECTION DESCRIBED IN INSTRUMENT RECORDED UNDER KING COUNTY RECORDING NO. 6138769, THENCE SOUTH 00028'30" EAST 192.84 FEET ALONG SAID WEST MARGIN TO THE TRUE POINT OF BEGINNING OF SAID LINE DESCRIBED HEREIN; THENCE SOUTH 89028'03" WEST 3822 FEET; THENCE SOUTH 78013'03" WEST 57.45 FEET; THENCE SOUTH 89028'03" WEST 25.00 FEET TO THE TERMINUS OF SAID LINE; PORTION NO. 2: A STRIP OF LAND 15.00 FEET IN WIDTH, HAVING 7.50 FEET OF SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS FOLLOWS: COMMENCING AT POINT "A" AS DESCRIBED IN SAID INSTRUMENT, THENCE SOUTH 89°27'41" WEST 7,50 FEET TO THE WESTERLY MARGIN OF SAID EASEMENT AND THE TRUE POINT OF BEGINNING OF SAID CENTERLINE DESCRIBED HEREIN; THENCE CONTINUING SOUTH 89027'41" WEST 138.19 FEET; Partial Relinquishment of Easement Page 4 of 6 THENCE NORTH 03036'02" WEST 18.05 FEET TO THE TERMINUS OF SAID CENTERLINE DESCRIBED HEREIN. THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID WESTERLY EASEMENT MARGIN. SITUATE IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON. HAPSMITH COMPANY SUPERMALL WILLIAM A. HICKOX, P.L.S. BRH JOB NO. 2004210.05 NOVEMBER 29, 2005 BUSH, ROED & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, WA 98102 (206) 323-4144 Partial Relinquishment of Easement Page 5 of 6 t N 0 ,00 d00 900 S.R. 1 I J I 1LOT4 LLA -00-0007 132104911400 EXISTING WATER EASEMENT PER AM LOT A ' 9508302013 TOBE\ SPL -019-94 RELINQUISHED 242104907603 EXISTING WATERvim«-i1LY,. �v EASEMENT PER AFN 9505302012M BE REUNOUISHEO x4P EXHIBTf B - WATER UNE EASEMENT RELINQUISHMENT Partial Relinquishment of Easement Page 6 of 6 E70S77NG WATER EASEMENT PER AFN 20020401000762 TO IJJ BE REUNOUISHED TRACT I I � 242104906809 I 1 LOT 3 ILOT SPL-005-98LlA-00-0007 242104908601 242104901200 EXHIBTf B - WATER UNE EASEMENT RELINQUISHMENT Partial Relinquishment of Easement Page 6 of 6 Return Address: City of Auburn City Clerk 25 West Main Auburn, WA 98001 EXHIBIT "C" Above this line reserved for recording information. WATERMAIN EASEMENT FAC 05-0021 Reference # (if applicable): 20020401000782 Grantor/Borrower: Auburn Valley I, L.LC, Home Electric Company, INC-, AnbUT11 400 Retail Park Owners Assn., NPC., and Glimcher Supennall Venture, LLC Grantee/Assignee/Beneficiary: City of Auburn Legal Description/STR: NW'/, & SW %, 13-21-04E Assessor's Tax Parcel ID#: 242104-9086, 242104-9012, 242104-9088, 242104-9076 For and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, receipt of which is hereby acknowledged, and for benefits to be derived by the Grantor herein, Grantor, Auburn Valley I, LLC, Home Electric Company, INC., Auburn 400 Retail Park Owners Assn., NPC., and Glimcher Supermall Venture, LLC, hereby conveys and warrants to the City of Auburn, Grantee herein, a municipal corporation of King County, Washington, its successors and assigns, a perpetual Nonexclusive Easement under, over, through and across the following described real property for the purpose of laying, maintaining, and installing a 12 -inch watennain AND APPURTENANCES THEREOF, said real property being described as follows: SEE EXHIBITS "A" AND `B", ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. This easement is given under the threat of and in lieu of Eminent Domain. Said Grantee shall have the absolute right, at times as may be necessary, for immediate entry upon said Easement for the purpose of maintenance, inspection, construction, repair or reconstruction of the above improvements without incurring any legal obligation or liability therefore. Easement Page I of 6 Said Grantee shall have the absolute right to place any type of driving surface within said Easement deemed necessary by the Grantee. Said Grantor shall not in any way block, restrict or impede access and egress to or from said Easement, and/or in any way block, restrict or impede full use of the real property within the above-described Easement by said Grantee for the above-described purposes. No building, wall, rockery, fence, trees or structure of any kind shall be erected or planted, nor shall any fill material be placed within the boundaries of said easement area, without the express written consent of the City. With City permission, Grantor may fence across said Easement and/or along the boundaries of said Easement provided that a gate is constructed in said fence. Said gate shall be of sufficient length and location to allow the Grantee full use of, and access and egress to and from the real property within the above- described Easement. If said gate is to be locked, keys shall be provided to the Grantee. No excavation shall be made within three (3) feet of said water or sewer service facilities and the surface level of the ground within the easement area shall be maintained at the elevation as currently existing. Grantor additionally grants to the City, the use of such additional area immediately adjacent to said easement area as shall be required for the construction, reconstruction, maintenance and operation of said water or sewer facilities. The use of such additional area shall be held to a reasonable minimum and in the case of any damage or disruption of the premises, the City shall return the property to a condition as reasonably comparable to its condition as it existed immediately before entry and/or work was made thereon by the City or its agents. hi addition to the other restrictions herein, Grantor shall not convey to a third party any easement or other right of usage in the property that would impair or limit the City's use of the easement area. This Easement shall be a covenant running with the above-described real property and burden said real estate, and shall be binding on the successors, heirs and assigns of all parties hereto. IN WITNESS WHEREOF, said corporation has caused this instrument to be executed by its proper officer(s) this day of 2005. ADD Signature block of all Grantors Authorized Signature Authorized Signature /tlb File: # REF. H:Development\Forms\Legal Documents\2005 Easement Page 2 of 6 ADD Notary for LLC. Corporate & Non-profit Corp. Easement Page 3 of 6 EXHIBIT A WATERLINE EASEMENT DESCRIPTION THOSE PORTIONS OF LOT 1 AND TRACT A, CITY OF AUBURN SHORT PLAT NO. SPL -005-98, RECORDED UNDER RECORDING NO. 9812221898, AND OF LOT 3, CITY OF AUBURN LOT LINE ADJUSTMENT NO. LLA -00-0007, RECORDED UNDER RECORDING NO. 20000629001453, RECORDS OF KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 15.00 FEET IN WIDTH, HAVING 7.50 FEET OF SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH LINE OF SECTION 24, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON AND THE WEST MARGIN OF THAT CERTAIN WATERLINE EASEMENT IN SAID SECTION DESCRIBED IN INSTRUMENT RECORDED UNDER KING COUNTY RECORDING NO. 6138769, THENCE SOUTH 00°28'30" EAST 192.84 FEET ALONG SAID WEST MARGIN TO THE TRUE POINT OF BEGINNING OF SAID EASEMENT CENTERLINE DESCRIBED HEREIN; THENCE SOUTH 89028'03" WEST 38.22 FEET; THENCE SOUTH 78013'03" WEST 57.45 FEET; THENCE SOUTH 89028'03" WEST 164.80 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "A"; THENCE CONTINUING SOUTH 89028'03" WEST 20.43 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "B"; THENCE CONTINUING SOUTH 89028'03" WEST 205.25 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "C"; THENCE CONTINUING SOUTH 89°28'03" WEST 166.17 FEET TO THE EASTERLY LINE OF LOT A, CITY OF AUBURN LOT LINE ADJUSTMENT NO. LLA -019-94, RECORDED UNDER KING COUNTY RECORDING NO. 9501100684 AND THE TERMINUS OF SAID EASEMENT CENTERLINE, AND FROM SAID TERMINUS THE NORTHEAST CORNER OF SAID LOT A BEARS NORTH 10021'40" EAST, 835.06 FEET DISTANT; ALSO, BEGINNING AT SAID POINT "A", THENCE SOUTH 00°31'57" EAST 18.83 FEET ALONG SAID EASEMENT CENTERLINE TO A TERMINUS THEREOF; ALSO, BEGINNING AT SAID POINT "B", THENCE NORTH 00°31'57" WEST 26.69 FEET ALONG SAID EASEMENT CENTERLINE TO A TERMINUS THEREOF; ALSO, BEGINNING AT SAID POINT "C", THENCE NORTH 00°31'57" WEST 23.00 FEET ALONG SAID EASEMENT CENTERLINE TO A TERMINUS THEREOF; Easement Page 4 of 6 THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID WEST EASEMENT MARGIN AND IN SAID EASTERLY LINE OF LOT A; TOGETHER WITH THAT PORTION OF LOT A, CITY OF AUBURN LOT LINE ADJUSTMENT NO. LLA -019-94, RECORDED UNDER KING COUNTY RECORDING NO. 9501100684, LYING WITHIN A STRIP OF LAND 15.00 FEET IN WIDTH, HAVING 7.50 FEET OF SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT A, THENCE SOUTH 10021'40" WEST 835.06 FEET ALONG THE EASTERLY LINE THEREOF TO THE TRUE POINT OF BEGINNING OF SAID EASEMENT CENTERLINE; THENCE SOUTH 89028'03" WEST 11.46 FEET ALONG SAID CENTERLINE TO A POINT ON A LINE LYING PARALLEL WITH AND 10.00 FEET EASTERLY OF THE CENTERLINE OF AN EXISTING 12 -INCH DIAMETER WATER MAIN, AS MEASURED AT RIGHT ANGLES THERETO, SAID PARALLEL LINE BEING THE EASTERLY MARGIN OF THAT CERTAIN EASEMENT GRANTED TO THE CITY OF AUBURN FOR WATER MAIN EXTENSIONS AND APPURTENANCES THEREOF RECORDED UNDER KING COUNTY RECORDING NO. 9508302012 AND SAID POINT BEING THE TERMINUS OF THE EASEMENT CENTERLINE DESCRIBED HEREIN. THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO TERMINATE IN SAID EASTERLY LINE OF LOT A AND IN SAID EASTERLY EASEMENT MARGIN. SITUATE IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON. BCRA SUPERMALL WILLIAM A. HICKOX, P.L.S. BRH JOB NO, 2004210.05 NOVEMBER 28. 2005 BUSH, ROED & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, WA 98102 Easement Page 5 of 6 LOT A SPL -019-94 242104907603 N00'31'57' W 23.00' 4 N 0 100 800 900 co 18 I I II I� I I I LOT LLA -00-0007 132104911400 'I EXISTING WATER EASEMENT PER AF'N 8138789\ I 578'13'03'W s7.45' 100'31'57'W 20,43 26.89' rn PL A PL 0 N00'31'b7'W 18.83' S89'28'03'W 568.11' S89'28'03'W 38.22' LOT, LLA07 242104901200 ' EXHIBIT B - WATER UNE EASEMENT Easement Page 6 of 6 P1. c /SEE DETAIL' Ir irir ;r 24210490880' j 1 LOT 1 SPL -005-95 1r 242104908601 4 N 0 100 800 900 co 18 I I II I� I I I LOT LLA -00-0007 132104911400 'I EXISTING WATER EASEMENT PER AF'N 8138789\ I 578'13'03'W s7.45' 100'31'57'W 20,43 26.89' rn PL A PL 0 N00'31'b7'W 18.83' S89'28'03'W 568.11' S89'28'03'W 38.22' LOT, LLA07 242104901200 ' EXHIBIT B - WATER UNE EASEMENT Easement Page 6 of 6