HomeMy WebLinkAboutITEM VIII-B-6CITY OF
~ AGENDA BILL APPROVAL FORM
. ,
WASHINGTON
Agenda Subject: Purchase and Sale Agreement between the City of
Date: January 13, 2010
Auburn and Safewa
Department:
Attachments:
Budget Impact:
Legal
Resolution No. 4562 including Exhibit
A
Administrative Recommendation:
City Council adopt Resolution No. 4562.
Background Summary:
The City of Auburn owns property on which it intends to locate a future facility ("City Property"), identified
as King County Tax Parcel No. 2521049114, which has no direct access to a public right-of-way. The
City owns a second property abutting "C" Street SW (King County Tax Parcel No. 2521049115), which is
separated from the City Property by property owned by The Safeway Company, Inc.
Pursuant to Council authorization in City of Auburn Ordinance 6233, the City filed a condemnation action
to obtain a 1.2 acre portion of the Safeway property to provide access to the City Property.
The City and Safeway have negotiated a potential settlement of the condemnation, under which the City
would purchase the 1.2 acre portion of the Safeway property and Safeway would retain an emergency
access easement over a portion of the 1.2 acre parcel.
Resolution No. 4562 authorizes the Mayor to enter into a purchase and sale agreement for the 1.2 acre
parcel and to dismiss of the condemnation action to obtain that property authorized under Ordinance
6233.
A0119-1
A3.13.4
Reviewed by Council & Committees:
Reviewed by Departments & Divisions:
❑ 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
p 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: Backus
Staff: Heid
Meetin Date: Janua 19, 2010
Item Number: VI11.6.6
Ajj$UFN*MORE THAN YOU 1MAGINED
RESOLUTION NO. 4 5 6 2
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN
AGREEMENT BETWEEN THE CITY OF AUBURN
AND SAFEWAY, INC. FOR CITY PURCHASE OF
PROPERTY FROM SAFEWAY, INC. IN LIEU OF
CONDEMNATION
WHEREAS, the City of Auburn owns property on which it intends to
locate a future facility ("City Property"), identified as King County Tax Parcel No.
2521049114; and
WHEREAS, the City Property has no direct access to a public right-of-
way; and
WHEREAS, the City owns a second property abutting "C" Street SW
(King County Tax Parcel No. 2521049115), which is separated from the City
Property by property owned by The Safeway Company, Inc.; and
WHEREAS, pursuant to Council authorization in City of Auburn
Ordinance 6233, the City filed a condemnation action to obtain a 1.2 acre
portion of the Safeway property to provide access to the City Property; and
WHEREAS, the City and Safeway have negotiated a potential settlement
of the condemnation, under which the City would purchase the 1.2 acre portion
of the Safeway property and Safeway would retain an emergency access
easement over a portion of the 1.2 acre parcel; and
Resolution No. 4562
January 13, 2010
Page 1 of 3
WHEREAS, it is in the public interest for the parties to enter into a
purchase and sale agreement for the 1.2 acre parcel,
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 a Purchase and Sale Agreement between the
City of Auburn and Safeway, Inc., which agreement shall be in substantial
conformity with the Purchase and Sale Agreement a copy of which is attached
hereto, marked as Exhibit "A" and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation, including dismissal of the condemnation action authorized under
Ordinance 6233.
Section 3. This Resolution shall be in full force and effect upon
passage and signatures hereon.
Dated and Signed this day of , 2010.
CITY OF AUBURN
PETER B. LEWIS
MAYOR
Resolution No. 4562
January 13, 2010
Page 2 of 3
ATTEST:
Danielle E. Daskam, City Clerk
AP9ROVEVAS TO F
el B. Heid, Cify A
Resolution No. 4562
January 13, 2010
Page 3 of 3
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
as of the day of , 2010, by and between the CITY OF AUBURN, a
Washington municipal corporation, as Purchaser (hereinafter the "CITY"), and
SAFEWAY, INC., a Delaware corporation (hereinafter the "SELLER").
RECITALS
A. The SELLER is the owner of certain real property and all improvements
thereon located in the City of Auburn, County of King, Washington, at the common
address of 3520 Pacific Avenue South (King County Tax Parcel No. 252104-9096) which
is legally described as follows:
That portion of the East half of Section 25, Township 21 North, Range 4
East, Willamette Meridian, King County, Washington, more particularly
described as follows;
Lot 1 of the City of Auburn Lot Line Adjustment No. LLA02-0015, as
recorded under King county recording no. 20020725001632.
B. The CITY desires to purchase from the SELLER a certain portion of the
above described property legally described and depicted in Exhibit "A," to the warranty
deed (the "Acquired Property"), said deed being attached hereto as Exhibit "A" and
incorporated herein by this reference (the "Deed").
C. SELLER desires to sell the Acquired Property to CITY, on the terms and
conditions set forth herein, retaining an easement over a portion thereof (the "Easement
Area") legally described and depicted in Exhibit "B" to the Deed. Said easement being
for Grantor's "emergency use," as that term is defined in the Deed, for ingress and egress
to the property legally described and depicted in Exhibit "C" to the Deed (the "Safeway
Property").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, SELLER and CITY hereby
agree as follows:
1. Certain Defined Terms. For purposes of this Agreement, the terms set forth
below shall have the meaning assigned to them:
1.1 "Closing" or "Close of Escrow" means the recordation of the Deed in the Official
Records and SELLER's receipt of the Purchase Price.
1.2 "Closing Date" means any mutually agreeable date on or before February 19,
2010.
1.3 "Escrow" means the escrow opened with Escrow Agent for the consummation of
the transaction described in this Agreement.
1.4 "Bscrow Agent" means Chicago Title Insurance Company (Phone: (253) 945-
9140).
1.5 "Official Records" means the official real property records of King County,
Washington.
1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is
deposited with Escrow Agent.
1.7 "Permitted Exceptions" has the meaning as set forth in Section 6.4 below.
1.8 "Purchase Price" has the meaning as set forth in Section 3.
1.9 "Title Company" means Chicago Title Company.
1.10 "Title Policy" means an ALTA (1970 Form B) extended coverage owner's policy
of title insurance issued by the Title Company to CITY with coverage in the amount of
purchase price, showing title to the Acquired Property vested in CITY subject only to the
Permitted Exceptions.
2. Purchase and Sale. The SELLER agrees to sell to CITY, and CITY agrees to
purchase from SELLER, the Acquired Property upon the terms and conditions set forth in
this Agreement.
3. Purchase Price; Cash Payment. The total cash purchase price for the Acquired
Property (the "Purchase Price") shall be One Hundred Thousand Dollars and No/100's
($100,000.00). The Purchase Price shall be paid to SELLER in cash at Closing.
4. Covenants, Conditions, Restrictions and Drainage Agreement. SELLER is
obligated pursuant to the Drainage Agreement and by Covenants, Conditions, Easements
and Restrictions ("CCER") entered into between SELLER and Boeing on September 20,
2002, which is attached hereto as Exhibit "B," to assist with the maintenance and upkeep
of various drainage easements. The parties specifically agree that the purchase price fully
and completely compensates SELLER for the ongoing responsibility of associated
maintenance and upkeep of the various drainage easements as described in the Drainage
Easement. The parties agree to enter into an Agreement Regarding Drainage Agreement
in substantially the same form as the agreement at Exhibit "C."
PURCHASE AND SALE AGREEMENT
Page 2
5. Earnest Money Deposit. On execution of this Agreement, CITY shall deposit
with Escrow Agent One Thousand Dollars and No/100's Dollars ($1,000.00) in cash (the
"Deposit"), which shall be held by Escrow Agent as an earnest money deposit hereunder.
The Deposit shall be held in Escrow and applied or disposed of by Escrow Agent as
provided herein. Escrow Agent shall place the Deposit in an interest-bearing account
approved by CITY and SELLER and all interest earned thereon shall be added to and
become a part of the Deposit.
6 Due Diligence.
6.1 Due Diligence Period. CITY shall have the right for a period of sixty (60) days
from the date of this Agreement (the "Due Diligence Period") to conduct CITY's due
diligence review, examination and inspection of all matters pertaining to its acquisition of
the Acquired Property, including such inspections, tests, and surveys as CITY deems
appropriate to determine the suitability of the Acquired Property for CITY's intended
use. SELLER shall provide CITY and CITY's agents and consultants with reasonable
access to the Acquired Property and, to the extent such information is in the possession or
control of SELLER, shall provide reasonable access to appropriate information
respecting the Acquired Property, subject to the terms and conditions of this Agreement.
CITY's obligation to purchase the Acquired Property shall be contingent upon its
approval of such property after conducting its due diligence review. If, based upon
CITY's review, examination and inspection, CITY shall determine in its sole discretion
that it intends to acquire the Acquired Property, then CITY shall promptly notify
SELLER of such determination in writing prior to the expiration of the Due Diligence
Period, whereupon CITY's due diligence contingency shall be deemed satisfied and
waived, the Deposit shall become nonrefundable (except as otherwise provided herein),
and CITY shall proceed to Closing. In the event that CITY shall fail to have delivered
such notice to SELLER on or before the expiration of the Due Diligence Period, then this
Agreement shall automatically terminate, the Deposit shall be returned to CITY, and
CITY's rights under this Agreement shall be of no further force or effect.
6.2 Due Diligence Contingency Waived. CITY has conducted reviews of the site of
the Acquired Property and has independently obtained and reviewed such documents as
SELLER would normally provide as part of a due diligence review, and CITY has
determined in its sole discretion that it intends to acquire the Acquired Property, and this
Section 6.2 shall serve as notice to SELLER of such determination. CITY's due
diligence contingency is hereby satisfied and waived. The Deposit is nonrefundable
(except as otherwise provided herein), and CITY shall proceed to Closing.
6.3 Title Commitment. Promptly after mutual execution of this Agreement, CITY
shall obtain an extended preliminary title insurance commitment covering the Acquired
Property from the Title Company (the "Commitment"), together with copies of all
recorded documents listed as special exceptions therein. Approval by CITY of the
exceptions to title set forth in the Commitment (other than as hereinafter set forth) shall
PURCHASE AND SALE AGREEMENT
Page 3
be a condition precedent to CITY's obligation to purchase the Acquired Property. Unless
CITY gives written notice that it disapproves the exceptions to title shown on the
Commitment (other than the exceptions to title approved by CITY and described in
Section 6.4 below), stating the exceptions so disapproved, within thirty (30) days after the
date of this Agreement, CITY shall be deemed to have approved such exceptions. If
CITY disapproves any title exceptions, SELLER shall have a ten (10) day period after its
receipt of CITY's written notice of disapproval of the same within which to provide
written notice to CITY as to which of such disapproved title exceptions the SELLER will
remove (or cause to be removed) from title; provided, however, that SELLER shall not be
required to actually remove such exception(s) until Closing. If, for any reason,
SELLER's notice given pursuant to the immediately preceding sentence does not
covenant to remove all of CITY's disapproved title exceptions at or prior to Closing,
CITY shall have the right to terminate this Agreement by written notice to SELLER and
Escrow Agent given within ten (10) days after the earlier of the expiration of such ten
(10) day period or the date SELLER informs CITY that it does not intend to remove the
disapproved items (the "Termination Notice"). CITY's failure to deliver the Termination
Notice within such ten (10) day period shall be deemed CITY's approval of any such
previously disapproved title exception. If CITY delivers the Termination Notice within
such ten (10) day period, the obligation of SELLER to sell, and CITY to buy, the
Acquired Property as herein provided shall terminate and the Deposit shall be returned to
CITY. CITY shall have the option to waive the condition precedent set forth in this
Section 5.3 by written notice to SELLER. In the event of such waiver, such condition
precedent shall be deemed satisfied.
6.4 Permitted Exceptions. In addition to such other exceptions to title as may be
approved by CITY pursuant to the provisions of Section 6.3 above, CITY shall accept
title to the Acquired Property subject to the following (collectively, the "Permitted
Exceptions"):
6.4.1 The printed exceptions which appear in the ALTA (Form 197013) form extended
coverage owner's policy of title insurance issued by Title Company in the State of
Washington; and
6.4.2 Items created by, or on behalf of, CITY.
6.5 No New Leases or Contracts. Prior to Closing, SELLER shall not enter into any
new leases, contracts or agreements affecting the Acquired Property without the prior
written consent of CITY, except the SELLER may enter into interim contracts or
agreements in connection with the management, maintenance, repair or preservation of
the Acquired Property in the normal course of business if each such contract or
agreement expires or is terminated at or prior to Closing.
7. CITY's Right of Entry. CITY, and its agents and consultants, at CITY's sole
expense and risk, may enter the Acquired Property during the term of this Agreement at
PURCHASE AND SALE AGREEMENT
Page 4
reasonable times scheduled in advance with SELLER for the purpose of CITY's due
diligence study of the Acquired Property. CITY shall (a) exercise care at all times on or
about the Acquired Property, and (b) take precautions for the prevention of injury to
persons or damage to property on or about the Acquired Property. CITY shall keep the
Acquired Property free from all mechanics', materialmen's and other liens, and all claims
thereof, arising from any work or labor done, services performed, or materials and
supplies furnished in connection with CITY's actions in the exercise of its right of entry
on the Acquired Property, and CITY shall indemnify and defend SELLER against and
hold SELLER harmless from all such liens and claims. If this transaction fails to close
for any reason other than a default by SELLER hereunder, CITY shall furnish SELLER
with a copy of all such inspections, studies and surveys and shall assign or quitclaim all
of CITY's right, title and interest in and to any permits, approvals, or permit or approval
applications.
8. Closing.
8.1 Time for Closing. This purchase and sale shall be closed in the office of Escrow
Agent on the Closing Date. CITY and SELLER shall deposit in Escrow with Escrow
Agent all instruments, documents and monies necessary to complete the sale in
accordance with this Agreement. Funds held in reserve accounts pursuant to escrow
instructions shall be deemed, for purposes of this definition, as available for disbursement
to SELLER.
8.2 Closing Costs.
8.2.1 SELLER's Costs. SELLER shall pay (a) the premiums for the standard coverage
portion of the Title Policy, including applicable sales tax, (b) one-half (1/2) of all escrow
fees and costs, (c) SELLER's share of prorations, if any, and (d) all assessments for local
improvement or special benefit districts. This sale is being conducted in lieu of
condemnation under King County Superior Court Cause No. 09-2-271 54-2KNT, and is
exempt from real estate excise taxes under Washington Administrative Code Section
458-61A-206.
8.2.2 CITY's Costs. CITY shall pay (a) one-half ('/2) of all escrow fees and costs, (b)
the recording fees for the Deed, (c) CITY's share of prorations, if any, and (d) any
additional premium charged for extended coverage for the Title Policy and any additional
endorsements or coverage CITY may require, including applicable sales tax.
8.2.3 Other Costs. CITY and SELLER shall each pay its own legal fees and fees of its
own consultants. All other costs and expenses shall be allocated between CITY and
SELLER in accordance with the customary practice of King County, Washington.
8.3 Real Property Taxation. SELLER shall be responsible for all real property taxes
due and owing prior to the Closing.
PURCHASE AND SALE AGREEMENT
Page 5
8.4 Closing Documents.
8.4.1 SELLER's Documents. At Closing, SELLER shall deliver to Escrow Agent the
following instruments and documents:
8.4.1.1 The executed and acknowledged Deed in the form attached hereto as
Exhibit "A," conveying the Acquired Property to CITY;
8.4.1.2 The executed real estate excise tax affidavit to accompany the Deed; and
8.4.1.3 An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code.
8.4.2 CITY's Documents. At Closing, CITY shall deliver to Escrow Agent the
following funds, instruments and documents:
8.4.2.1 The balance of the Purchase Price in accordance with Section 3;
8.4.2.2 CITY's share of costs and expenses as determined in accordance with
Section 7.3; and
8.4.2.3 The executed real estate excise tax affidavit referenced in Section 8.4.1.2
above.
8.5 Possession. CITY shall be entitled to possession of the Acquired Property upon
Closing.
9. Title Insurance. As soon as available after Closing, SELLER shall provide to
CITY the Title Policy, dated as of the Closing Date, subject only to the Permitted
Exceptions.
10. Conditions to Closing.
10.1 CITY's Conditions to Closing. Notwithstanding anything to the contrary set forth
herein, CITY's obligation to close hereunder is expressly subject to satisfaction or waiver
by CITY in writing of each of the following conditions:
10.1.1 Execution and recording of the Maintenance and Indemnification Agreement.
10.1.2 Written confirmation of the Washington State Department of Ecology's
("WSDOE") consent to the sale as provided far in the Restrictive Covenant between
Boeing and WSDOE dated September 18, 2002.
PURCHASE AND SALE AGREEMENT
Page 6
10.2 SELLER's Conditions to Closing. Notwithstanding anything to the contrary set
forth herein, SELLER's obligation to close hereunder is expressly subject to satisfaction
or waiver by SELLER in writing of each of the following conditions:
11. Representations and Warranties.
11.1 SELLER's Representations and Warranties. In addition to any other
representations or warranties of SELLER elsewhere in this Agreement, SELLER
represents and warrants to CITY now, and as of the Date of Closing, that:
11.1.1 Authority. SELLER, and the person signing on behalf of SELLER, has full
power and authority to execute this Agreement and perform SELLER's obligations
hereunder, and all necessary action to authorize this transaction has been taken, except as
specifically provided herein.
11.1.2 Hazardous Substances. SELLER has not received notification of any kind from
any governmental agency suggesting that the Acquired Property is or may be targeted for
a Hazardous Substances cleanup; to the best of SELLER's knowledge the Acquired
Property has not been used (a) for the starage, disposal or discharge of oil, solvents, fuel,
chemicals or any type of toxic, dangerous, hazardous or biological waste or substance
(collectively, "Hazardous Substances"), or (b) as a landfill or waste disposal site; to the
best of SELLER's knowledge the Acquired Property has not been contaminated with any
Hazardous Substances; and to the best of SELLER's knowledge, there are no
underground starage tanks on the Acquired Property.
11.1.3 Other Rights. No person or entity has any right to lease or purchase any interest
in the Acquired Property or any part thereof.
11.2 CITY's Representations and Warranties. In addition to any other representations
and warranties of CITY elsewhere in this Agreement, CITY represents and warrants to
SELLER now, and as of the Date of Closing, that (a) CITY has full power to execute,
deliver and carry out the terms and provisions of this Agreement, and has taken all
necessary action to authorize the execution, delivery and performance of this Agreement;
and (b) the individual executing this Agreement on behalf of CITY has the authority to
bind CITY to the terms and conditions of this Agreement.
11.3 "AS IS" CONDITION bF PROPERTY. THE PURCHASE PRICE REFLECTS
THAT THE ACQUIRED PROPERTY IS BEING PURCHASED BY CITY ON AN "AS
IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT
OF REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY SELLER
HEREIN OR IN THE WARRANTY DEED OR OTHER DOCUMENTS TO BE
DELIVERED TO CITY AT CLOSING. CITY HEREBY WAIVES AND
RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH
RESPECT TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS,
PURCHASE AND SALE AGREEMENT
Page 7
WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR
GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY
SELLER OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY
BROKER, EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND
COVENANTS SET FORTH IN THIS AGREEMENT OR 1N ANY DOCUMENTS TO
BE EXECUTED AND DELIVERED BY SELLER AT CLOSING.
EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET
FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE
EXECUTED AND DELIVERED BY SELLER AT CLOSING, CITY HAS NOT
RELIED UPON AND WILL NOT RELY UPON, AND SELLER EXPRESSLY
DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO,
AND SHALL HAVE NO LIABILITY FOR: (I) THE CONDITION OF THE
ACQUIRED PROPERTY OR ANY BUILDINGS, STRUCTURES OR
IMPROVEMENTS LOCATED THEREON OR THE SUITABILITY THEREOF FOR
HABITATION, OCCUPANCY OR FOR CITY'S INTENDED USE OR FOR ANY USE
WHATSOEVER; (II) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR
REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH
RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED
PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (III) THE
AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY
RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (IV)
ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM; (V) THE
FACT THAT ALL OR A PORTION OF THE ACQUIRED PROPERTY MAY BE
LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; OR (VI) EXCEPT AS
SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY HAZARDOUS
SUBSTANCES 1N ANY IMPROVEMENTS ON THE ACQUIRED PROPERTY,
INCLUDING WITHOUT LIMITATION ASBESTOS OR FORMALDEHYDE, OR
THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR
MATERIALS ON OR UNDER THE ACQUIRED PROPERTY. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF ANY
REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS
AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED
BY SELLER AT CLOSING, SELLER SHALL HAVE NO LIABILITY TO CITY
WITH RESPECT TO THE CONDITION OF THE ACQUIRED PROPERTY UNDER
COMMON LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR
REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980
AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ., AND THE WASHINGTON
MODEL TOXICS CONTROL ACT ("MTCA"), RCW 70.105D. CITY HEREBY
RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE CITY HAS OR
MAY HAVE AGAINST SELLER UNDER ANY OF THE FOREGOING LAWS OR
WITH RESPECT TO THE CONDITION OF THE ACQUIRED PROPERTY, EXCEPT
TO THE EXTENT OF ANY CLAIMS CITY MAY HAVE ARISING FROM ANY
PURCHASE AND SALE AGREEMENT
Page 8
EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS OF SELLER
UNDER THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND
DELIVERED BY SELLER AT CLOSING. CITY ACKNOWLEDGES TO SELLER
THAT CITY IS GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO
FULLY 1NSPECT THE ACQUIRED PROPERTY AND CITY ASSUMES THE
RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS,
INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE
OBSERVED BY CASUAL INSPECTION, SUBJECT TO THE EXCEPTION OF
RIGHTS EXPRESSLY SET FORTH ABOVE.
SELLER: CITY:
IF A PHASE I ENVIRONMENTAL SITE ASSESSMENT REPORT OR OTHER
ENVIRONMENTAL STUDY OR REPORT (COLLECTIVELY, THE "PHASE I
REPORT") HAS BEEN DELIVERED BY SELLER TO CITY, THEN, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE
TRANSACTION AS CONTEMPLATED HEREIN, CITY AGREES THAT, EXCEPT
TO THE EXTENT EXPRESSLY CONTRARY TO ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT:
(A) CITY SHALL BE DEEMED TO HAVE ACCEPTED ALL RISK ASSOCIATED
WITH ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING
ENVIRONMENTAL CONDITIONS THAT MAY OR MAY NOT HAVE BEEN
REVEALED BY CITY'S INVESTIGATION OF THE PHASE I REPORT, AND (B) AS
BETWEEN SELLER AND CITY, CITY SHALL BE DEEMED TO HAVE ACCEPTED
ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH THE
PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ACQUIRED
PROPERTY. CITY ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY
OR THOROUGHNESS OF THE INVESTIGATION, PREPARATION OR CONTENT
OF THE PHASE I REPORT, OR THE COMPETENCE OR ABILITY OF THE
PERSONS OR COMPANIES PREPARING SUCH REPORT. CITY AGREES THAT,
BY CLOSING THE TRANSACTION CONTEMPLATED HEREIN, CITY WILL
HAVE HAD AN OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR TO
THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT VERIFICATION
OF THE INFORMATION CONTAINED THEREIN, AND THAT CITY AND ITS
ENVIRONMENTAL CONSULTANTS WILL HAVE HAD AN OPPORTUNITY TO
CONDUCT TESTS ON THE ACQUIRED PROPERTY.
12. Maintenance of Property; Risk of Loss, Condemnation.
12.1 Maintenance of Property. From the date of this Agreement until the Closing Date
(or any earlier termination of this Agreement), SELLER agrees to maintain the Acquired
Property in substantially the same condition existing as of the date hereof, ordinary wear
and tear, damage by casualty excepted.
PURCHASE AND SALE AGREEMENT
Page 9
12.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on
the Acquired Property shall be borne by CITY at all times and no event of casualty or
damage shall affect the parties' obligations hereunder or the Purchase Price, however,
CITY shall have the right to receive any insurance proceeds due SELLER in connection
with any casualty or damage and SELLER hereby covenants to maintain commercially
reasonable casualty insurance in place with respect to the Acquired Property at all times
prior to Closing. SELLER shall promptly notify CITY of any condemnation or eminent
domain proceeding which affects the Acquired Property, and SELLER covenants and
agrees not to commence or pursue any such action. In the event of any condemnation or
eminent domain proceeding by any entity other than SELLER, or a deed in lieu or under
threat thereof, which affects a material portion of the Acquired Property, CITY may elect
either to terminate this Agreement, or to purchase the Acquired Property in the condition
existing on the Closing Date without adjustment of the Purchase Price. If CITY elects to
terminate this Agreement, the Deposit shall be returned to CITY. If CITY elects to
purchase the Acquired Property, SELLER shall not be liable to restore same, and CITY
shall be entitled to any condemnation award or payment in lieu thereof payable to
SELLER in its capacity as the owner thereof.
13. Default.
13.1 Time of Essence. Time is of the essence of this Agreement.
13.2 SELLER's Remedies for CITY's Default and Failure to Close. If CITY fails,
without legal excuse, to complete the purchase of the Acquired Property in accordance
with this Agreement, SELLER's sole and exclusive remedy shall be to retain the Deposit
as liquidated damages. CITY expressly agrees that the retention of the Deposit by
SELLER represents a reasonable estimation of the damages in the event of CITY's
default and failure to close hereunder, that actual damages may be difficult to ascertain
and that this provision does not constitute a penalty. In this respect, CITY and SELLER
acknowledge that these damages have been specifically negotiated between CITY and
SELLER and are, inter alia, to compensate SELLER for delaying the eventual sale of the
Acquired Property and to compensate SELLER for its costs and expenses associated with
this Agreement. CITY hereby waives the rights and benefits of any law, rule, regulation
or order now or hereafter existing that would allow CITY to claim a refund of the Deposit
as unearned earnest money, a penalty or for any other reason except default by SELLER.
13.3 CITY's Remedies for SELLER's Default. If SELLER fails to complete the sale
of the Acquired Property in accordance with this Agreement, CITY shall have and may
enforce the following exclusive remedies: (a) seek specific performance; (b) terminate
this Agreement, receive a refund of the Deposit and recover from SELLER all of CITY's
actual third-party costs and expenses incurred by it in connection with the transaction and
the Project; or (c) seek rescission of this Agreement and receive a refund of the Deposit.
PURCHASE AND SALE AGREEMENT
Page 10
14. Notices. All notices, demands and other communications required or permitted to
be given hereunder shall be in writing, and shall be sent by personal delivery (including
by means of professional messenger or courier service) or registered or certified mail,
postage-prepaid, return-receipt requested. Notice shall be deemed to have been given if
personally delivered, upon receipt, and if sent by mail, two (2) days after duly deposited
in the U.S. Mail. The parties' respective addresses for notices are as follows:
If to City: City of Auburn
Human Resources Department
25 West Main Street
Auburn, WA 98001-4998
Attn: Planning Director
With copies to: City Attorney's Office
City of Auburn
25 West Main Street
Auburn, WA 98001-4998
Attn: City Attorney
If to SELLER: Safeway, Inc.
Gary Slabaugh
1121 124th Ave NE
Bellevue, WA 98005
With copies to: Sharman Braff
Real Estate Law
Safeway Inc.
5918 Stoneridge Mall Rd.
Pleasanton, CA 94588
Notice of change of address shall be given by written notice in the manner detailed in this
Section 14.
15. General. This is the entire agreement of CITY and SELLER with respect to the
matters covered hereby and supersedes all prior agreements between them, written or
oral. This Agreement may be modified only in writing, signed by CITY and SELLER.
Any waivers hereunder must be in writing. No waiver of any right or remedy in the event
of default hereunder shall constitute a waiver of such right or remedy in the event of any
subsequent default. This Agreement shall be governed by the laws of the State of
Washington. This Agreement is for the benefit only of the parties hereto and shall inure
to the benefit of and bind the heirs, personal representatives, successors and permitted
assigns of the parties hereto. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision hereof.
PURCHASE AND SALE AGREEMENT
Page 11
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
16. Commissions. SELLER represents to CITY that SELLER has engaged no broker,
agent or finder in connection with the negotiations leading to this Agreement. CITY
represents to SELLER that CITY has not engaged or in any way dealt with any broker,
agent or finder in connection with the negotiations leading to this Agreement. Each party
hereby agrees to indemnify, defend and hold the other party harmless from and against
any claims for broker's, agent's, or finder's fees or commissions arising from or through
the actions of the indemnifying party.
17. Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the
terms of this Agreement, the prevailing party therein shall be entitled to recover from the
other party such sum as the Court may adjudge reasonable as attorneys' fees, including
fees incurred at trial, on any appeal and in any petition for review.
18. Exclusivity. During the term of this Agreement SELLER shall not market nor list
the Acquired Property for sale, nor accept any offers from third parties with respect to
sale of the Acquired Property.
19. Reservation of Police Power. Notwithstanding anything to the contrary set forth
herein, SELLER understands and acknowledges that the CITY's authority to exercise its
police (regulatory) powers in accordance with applicable law shall not be deemed limited
by the provisions of this Agreement.
20. City Council Approval. The Seller acknowledges that this Agreement does not
bind the City of Auburn until the City Council approves of the purchase Agreement and
the Mayor executes the Agreement.
21. Exhibits. Exhibits "A," "B," and "C," attached hereto are incorporated herein as
if fully set forth.
PURCHASE AND SALE AGREEMENT
Page 12
STGNED in duplicate original as of the date first above written.
CITY OF AUBURN
SAFEWAY, INC.
BY _~,(A 5x x.c wt n
Peter B. Lewis, Nlayor
Attest:
Danielle Daskam, City Clerk
Approved as to form:
Daniel B. Heid, Anburn City Attorney
Name lq~i✓ , zzo
Title G~SS/~~~~V/ ~ 7xzsew--r
By U~.~~
Name
Title }S"S/S/ ~
/
L
EXHUiITS
Exhibit A, Warranty Deed
Exhibit B, Declaration of Covenants, Conditions, Easements and Restrictions
Exhibit C, Maintenance Agreement
FURM 1$PPRdVEX) PURCHASE AND SALE AGREEMENT
Page 13
SIGNED in duplicate original as of the date first above written.
CITY OF AUBURN SAFEWAY, INC.
Peter B. Lewis, Mayor
Attest:
By _
Name
Title
Danielle Daskam, City Clerk By
Name
t Title
B. id Auburn City Attorney
EXHIBITS
Exhibit A, Warranty Deed
Exhibit B, Declaration of Covenants, Conditions, Easements and Restrictions
Exhibit C, Maintenance Agreement
PURCHASE AND SALE AGREEMENT
Page 13
EXHIBIT A - DEED
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn, WA 98001
Above this line reserved for recording information.
WARRANTY DEED
Reference # (if applicable): N/A
Grantor/Borrower: Safeway Inc.
Grantee/Assignee/Beneficiary: City of Auburn
Legal Description/STR: Portion of Sec. 25, Twp. 21 N. Rge. 4 E., WM
Assessor's Tax Parcel ID#: 2521049096 (portion)
Benefited Parcel - 2521049114
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Grantor,
SAFEWAY INC., a Delaware corporation, hereby conveys and warrants to the CITY
OF AUBURN, Grantee herein, a municipal corporation of the State of Washington, its
successars and assigns, the property legally described and depicted in Exhibit "A,"
attached hereto and incorporated herein by this reference (the "Acquired Property"),
reserving an access easement as set forth below.
Grantor shall reserve a non-exclusive easement (the "Easement") for Grantor's
use and use by its heirs, assigns, successors, agents, employees, invitees and licensees,
for the benefit of the Safeway Property, as described herein, over a portion of the
Acquired Property, which Easement is legally described and depicted in Exhibit "B,"
attached hereto and incorporated herein by this reference (the "Easement Area") under
the following terms.
a. The Easement Area shall be for Grantor's "emergency use," for ingress
and egress to the property legally described and depicted in Exhibit "C," attached hereto
and incorporated herein by this reference (the "Safeway Property"), so long as Grantor's
use does not restrict or curtail Grantee's use of the Easement Area, or interfere with
Grantor's use of the Safeway Property.
b. For the purposes hereof, "emergency use" by Grantor means a temporary
use by Grantor of the Easement Area necessitated by either (i) a blockage of all other
access routes available to Grantor to enter or exit Grantor's facilities on the Safeway
Property, where the blockage is caused by a public works project, an outside utility
City of Auburn/Safeway Agreement
Page 1 of 9
EXHIBIT A - DEED
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn, WA 98001
Above this line reserved for recordinQ information.
WARRANTY DEED
Reference # (if applicable):
Grantar/B orrower:
Grantee/Assignee/Benefic iary:
Legal Description/STR:
Assessor's Tax Parcel ID#:
N/A
Safeway Inc.
City of Auburn
Portion of Sec. 25, Twp. 21 N. Rge. 4 E., WM
2521049096(portion)
Benefited Parcel - 2521049114
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Grantor,
SAFEWAY INC., a Delaware corporation, hereby conveys and warrants to the CITY
OF AUBURN, Grantee herein, a municipal corporation of the State of Washington, its
successors and assigns, the property legally described and depicted in Exhibit "A,"
attached hereto and incorporated herein by this reference (the "Acquired Property"),
reserving an access easement as set forth below.
Grantor shall reserve a non-exclusive easement (the "Easement") for Grantor's
use and use by its heirs, assigns, successors, agents, employees, invitees and licensees,
for the benefit of the Safeway Property, as described herein, over a portion of the
Acquired Property, which Easement is legally described and depicted in Exhibit "B,"
attached hereto and incorporated herein by this reference (the "Easement Area") under
the following terms.
a. The Easement Area shall be for Grantor's "emergency use," for ingress
and egress to the property legally described and depicted in Exhibit "C," attached hereto
and incorporated herein by this reference (the "Safeway Property"), so long as Grantor's
use does not restrict or curtail Grantee's use of the Easement Area, or interfere with
Grantor's use of the Safeway Property.
b. For the purposes hereof, "emergency use" by Grantor means a temporary
use by Grantor of the Easement Area necessitated by either (i) a blockage of all other
access routes available to Grantor to enter or exit Grantor's facilities on the Safeway
Property, where the blockage is caused by a public works project, an outside utility
City of Auburn/Safeway Agreement
Page 1 of 9
EXHIBIT A - DEED
project or an unforeseen accident or event in the public right-of-way or (ii) a business
necessity of Grantor's, provided that Grantor shall first request Grantee's permission for
emergency use as a business necessity, which Grantee shall not unreasonably withhold,
delay or condition. Grantor's right to use the Easement Area shall cease as soon as the
blockage of any other access routes is removed or cleared or the business necessity no
longer exists.
c. Grantor may further use the Easement Area for regular non-emergency
access to the Safeway Property if, and only if, Grantor makes, at its sole cost and
expense, any necessary physical improvements and pays any transportation improvement
costs or fees in accordance with applicable law at the time Grantor chooses to make
regular non-emergency use of the Easement Area for access. Such regular non-
emergency use and improvements shall not restrict or curtail Grantee's use of the
Easement Area.
d. Grantee agrees at such time as it modifies the existing fence on the
Acquired Property, it will construct a fence, along the Southerly boundary of the
Acquired Property, tying it into the existing fences extending to the South onto the
Safeway Property. Said fence to be constructed of compatible materials to the existing
fences and to include a manual, chain link gate at a location to be agreed upon, sized to
allow 2-way truck traffic. All fence work shall be done in a manner that will maintain
Safeway's security at all times.
e. The Easement and its terms shall constitute a covenant running with the
Safeway Property and burden the Acquired Property, and shall be binding on the
successors, heirs and assigns of the parties hereto, for the benefit of the Safeway
Property, as specified herein.
For and in consideration hereof, THE PARTIES HERETO FURTHER AGREE as
follows:
City of Auburn/Safeway Agreement
Page 2 of 9
EXHIBIT A - DEED
IN WITNESS WHEREOF, the parties have caused this instrument to be executed by its
proper officer(s) this day of , 2010.
Grantor: Grantee:
Safeway Inc. The City of Auburn
By:
Its: Assistant Vice-President
By:
Its:
Date Signed:
By:
Its Assistant Secretary
Date Signed:
STATE OF )
)ss.
County of )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
of Safeway Inc., a corporation, to be the free and voluntary act of such party
for the uses and purposes mentioned in this instrument.
Dated
Notary Public in and for the State of
STATE OF WASHINGTON ) residing at
)ss. My appointment eXpires
County of King )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
of the City of
Auburn, a Washington municipal corporation, to be the free and voluntary act of such party for the
uses and purposes mentioned in this instrument.
Dated
Notary Public in and for the State of
residing at
My appointment expires
City of Auburn/Safeway Agreement
Page 3 of 9
EXHIBIT A - DEED
EXHIBIT "A"
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 25,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE
MERIDIAN, KING COUNTY, WASHINGTON, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
THE NORTH 430 FEET OF LOT 1 OF THE CITY OF AUBURN LOT
LINE ADJUSTMENT NO. LLA02-0015, AS RECORDED LJNDER
RECORDING NO. 20020725001632, RECORDS OF SAID COUNTY,
AS MEASURED PERPENDICULAR TO THE MOST NORTHERLY
LINE OF SAID LOT l, SAID MOST NORTHERLY LINE BEARING
SOUTH 89° 12' 14" EAST, A DISTANCE OF 57.79 FEET.
SAID PROPERTY BEING A PORTION OF KING COUNTY
ASSESSOR'S TAX PARCEL NO. 2521049096.
City of Auburn/Safeway Agreement
Page 4 of 9
EXHIBIT A - DEED
S 89' 12' 14" E
57.79'
N 01'06'42" W
92.34'
1.2 Acre Safeway Parcel
L=630.88'
R=603.11'
A=59'56'03"
0' 200' 400'
i "=200'
N
~
~
~
a
v~
~
m
S 89' 12' 14" E
236.92' ~
a
e4
T5po~6~2
5$ °c ~ ~uc~~ 2~~~0
~ vo~ GENVMgER
~ ~v~~R~ GoRp~N
G\~~ 0 ovN(
\4,\NG I ~ .OTIMM
2
0
0
0
~
~
m
TH1S EXHIBIT MAP IS BASED ON CITY OF AUBURN
LOT LINE ADJUSTMENT LLA02-0015 REDORDED UNDER
KING COUNTY RECORDING NUMBER 20020725001632
ANQ DOES NOT REPRESENT A BOUNDARY SURVEY.
vi
n'
s
~ -i
0
0
C~
, : ~ rc ~
; J0 o$
Qt. •,,q 22954 ` J<v Z
SS~~MAL LAtI~~' . 21
EXPIRES Oj- OZ- 2009
. CITYOF . Exhibit for 1.2 Acre Safeway Parcel
EXHIBIT MAP TO ACCOMPANY LEGAL DESCRIPTION
00~ . ~.....A
U}
~
WASHINGTON
CITY OF AUBURN PUBLIC WORKS
25 WEST MAIN STREET February 11, 2008
AUBURN, WA 98001
EXHIBIT A - DEED
EXHIBIT "B"
LEGAL DESCRIPTION OF THE EMERGENCY ACCESS ROAD
THAT PORTION OF LOT 1 OF CITY OF AUBURN LOT LINE
ADJUSTMENT NUMBER LLA02-0015, RECORDED UNDER
RECORDING NUMBER 20020725001632, RECORDS OF K1NG
COUNTY, WASHINGTON, SAID PORTION BE1NG DESCRIBED AS
FOLLOWS:
COMMENCING AT THE MOST NORTHERLY NORTHEAST
CORNER OF SAID LOT 1;
THENCE SOUTH 11°17'S1" EAST ALONG THE EAST LINE OF
SAID LOT 1 A DISTANCE OF 376.73 FEET TO THE TRUE POlNT OF
BEGINNING;
THENCE CONTINUING SOUTH 11 ° 17' 51" EAST ALONG SAID
EAST LINE OF SAID LOT 1 A DISTANCE OF 63.03 FEET TO A LINE
PARALLEL WITH AND 430.00 FEET SOUTH OF THE NORTH L1NE
OF SAID LOT 1;
THENCE NORTH 89012' 14" WEST ALONG SAID PARALLEL L1NE
A DISTANCE OF 236.92 FEET TO THE WESTERLY EDGE OF SAID
LOT 1 AND BEGINNING OF A NON-TANGENT CURVE TO THE
LEFT HAVING A RADIUS OF 603.11 FEET (THE RADIUS CENTER
OF SAID CURVE BEARS NORTH 57°25'35" WEST);
THENCE NORTHEASTERLY ALONG SAID WESTERLY EDGE OF
SAID LOT 1 AND ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 8°51' 16" AN ARC LENGTH OF 93.20 FEET;
THENCE LEAVING SAID WESTERLY EDGE SOUTH 78°37'49"
EAST A DISTANCE OF 82.17 FEET TO THE BEGINNING OF A
TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 395.00
FEET;
THENCE EASTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 12°32'27" AN ARC LENGTH OF 86.46 FEET;
THENCE NORTH 88°49'44" EAST A DISTANCE OF 14.13 FEET TO
THE EAST LINE OF SAID LOT 1 AND THE TRUE POINT OF
BEGINNING.
THE ACCESS ROAD CONTAINS 14,406 SQUARE FEET (0.331
ACRES), MORE OR LESS.
City of Auburn/Safeway Agreement
Page 6 of 9
EXHIBIT A - DEED
(THE BASIS OF BEARINGS FOR THIS DESCRIPTION IS CITY OF
AUBURN LOT L1NE ADJUSTMENT LL02-0015 RECORDED UNDER
KING COLJNTY RECORDING NUMBER 20020725001632.)
City of Auburn/Safeway Agreement
Page 7 of 9
THE MOST NORTHERLY NORTHEAST CORNER
OF LOT 1 OF LLA02-0015
S 89' 12' 14" E
57.79'
N 01'06'42" W
92.34'
0' 100' 200'
1"_100'
~ N
~ S
\ \S3Sy
\
A=08'51'16"
~ ~oJ R=603.11
~A=93.20' ~
\
\
~
0
M
~
N 88'49'44" E
14.13' ~
CURVE DATA
L=86.46'
R=395.00'
A=12'32' 27"
~
1
!
~
~
~
e
~
N
W
J ~
\ O~
03 rn
rn
w
b
w
_ b
Emerg Road Access
TOTAL CURVE N 89'12'14" W 236.92'
L= 630.88'
L~= 59 56103" o
RP2 132ol2~
RN ~ N~M~P
~qT
Pvg~~~NGSPFE~N R. B'
N ~
RC,ON~~•• 0%
o
L ~
r ct
THIS .
LOT NE ADJUSTMEN B LLA02 0015 RE ~ CORD ED UNDER s~~NALSLA
I
KING COUNTY RECORDING NUMBER 20020725001632
AND DOES NOT REPRESENT A BOUNDARY SURVEY.
n
a
~
~
~
~,noF . Exhibit for Emergency Road Access
EXHIBfT MAP TO ACCOMPANY LEGAL DESCRIPTION
' WASHINGTON PART OF EXHIBIT B
CITY OF AUBURN PUBLIC WORKS
25 WEST MAIN STREET OCtOb6r 12, 2009
AUBURN, WA 98001
EXHIBIT A - DEED
EXHIBIT "C"
BENEFITED PROPERTY
LOT 1 OF CITY OF AUBURN LOT LINE ADJUSTMENT NUMBER
LLA02-0015, RECORDED UNDER RECORDING NUMBER
20020725001632, RECORDS OF KING COUNTY, WASHINGTON,
EXCEPT THE NORTH 430 FEET OF LOT 1 OF SAID CITY OF
AUBURN LOT LINE ADJUSTMENT NUMBER LLA02-0015, AS
RECORDED UNDER RECORDING NUMBER 20020725001632,
RECORDS OF SAID COUNTY, AS MEASURED PERPENDICULAR
TO THE MOST NORTHERLY LINE OF SAID LOT 1, SAID MOST
NORTHERLY LINE BEARING SOUTH 89° 12' 14" EAST, A
DISTANCE OF 57.79 FEET.
City of Auburn/Safeway Agreement
Page 9 of 9
.n-
~
Cm
c:r
C=
uNw
crs
~
av. ~
, c=r
c.s
PLEASE RECORD AND WHEN
RECORDED, RETURN T0:
Gerald Bresslour
Office of the General Counsel
The Boe3.ng Company
P.Q. Hox 3707, MC 13-08
Seattl.e, WA 98124
160014
$DOCUMENT TITLE: Declaxata.on of Cavenants/, Conditions, and
RestrLCtions
REF'ERENC:E NUMBERS nF RELATED DOCUMENTS :
GRANTOR/BORROWER: The Boeing Company and Safeway Inc.
GRANTEE/ASSIGNEE/BENEFICIARY:
LEGAL DESCRIPTION: Poxtions of Sections 24 axid 25, T21N, R4E,
W.M., in Ka.ng County, Washington, as more
fu1ly described in Exhiba.ts A and H,
beginning on page aQ.
ASSESSOR'S PARCEL Nn(S).: 242104-9069; 242104-9089;
242104--9090; 242104-9091: 2421.04-9092; 242104-9093;
242104-9094; 242104-9095; 252104-9035; 252104-9078;
252104-9080; 252104-9082; 252104-9094; 252104--9096;
252104-9104; 252104--9105; 252104-9106; 252104-9107;
and 252104-9108.
fl'fRANSNA7~0,~iT TAE INSURANCE C0. ~
T
. I <<
DECLARATION OF CdVENANTS, C(7NDTTI0NS
EASEMENTS, AND RESTRZCTIONS
THTS DECLARATIDN OF COVENANTS, CQNDITIONS, EASEMEUTS, AND
RESTRICTIQNS (this "Declaration") is made this day of
2002, by and between THE BnEING COMPANY, a
De1a are corporata.on ("Haeing"), and SAFEWAY INC., a Delaware
cnrporation ("Safeway"), collectsvely, the "Parties, and each
of the Parties zs occasionally hereinafter referred to as a
„Party.„
RECITALS
A. Boeyng xs the owner of certain real praperty l.ocated
in King County, Washangton and legall.y described on Exhibit A
(the "Boeing Propezty")~
B. Safeway is the owner o£ certain real property alsa
located in Ka.ng County, Washi,ngton, and legally descx-ibed on
~
Exhibit B(the "Safeway Property"). SaEeway zntends to
develop and initial1y use the Safeway Property as a warehouse
c~
~s and distribution facility as approximately depa.cted on the
site plarz that is Exhibit C hereto (the "Site P1an").
~
C. Boeing, as the ownex of the Boeing Property, axzd
,CI~L, Safeway, as the ownex of the Safev,ray Property, have agreed to
make the Boeing Property and the Safeway Property
. c:•,R
(cal.lectively, the "Site" ) subj ect to certain covexzants,
conditions and restrzctions that sha11 xun with such land
NpW, TF€EREFORE, in considerata.on of the foxgoing and the
mutual conda.tiQns hexeinafter contained, the Parties agree as
follaws:
1. }]EFINITIdNS AND PURPDSE.
1,1 Building Restrictiorts. All buildings and other
a.mpravements on the Site, or any part therea£ and all plans
for development ox redevelopment of the Si.te ar any part
thereof shall conform to the requireFnents of this Declarata.on.
1.2 Road and Street Designations. Designatzons of roads
and stxeets in tha.s Decl.arati.on sha11 be deemed to appI.y to
the streets referxed ta herein as designated and lai.d out on
the date hezeof, pravided that this Declaration shal2 continue
2
to apply to said streets and roads if called by a different
name at any time in the future and/or if aligned differently
in the future from thear alignment on the date hereof.
1.3 Owners. An "(3wn.er" is any party that owns fee ta.tla
to any paxti.an of the Site and the "Clwners" axe alJ, of the fee
owners of any porta.on af the Site from ti.me to ta.me. Nothing
in tha.s Declaratioxx shalZ prevent an Qwner from delegating and
assa.gnirzg its rights and obligations under this Declaration to
any party that leases all, or substantially a11 of the portion
of the Site owned by 5LlCY1 awner (provided, fuxther, however,
no such del.egati.on shaJ.l discharge ox re3.ieve any nwner fxom
its obligations hereunder) . Any such de7.egati.on must be set
forth in a writing executed by such delegatin.g awner and
recorded in the "Recards" (as herei,nafter defined).
1.4 Records. "Records" means the Official Records af
King County, Washington.
~ 2. TERM. The restrictions declared, reserved, granted and
r--
an
established hereby sha7.l continue in fu11 force and effect in
0
~x perpetuity. This Declarati.on may be terminated or modified
C%4, only by a written instxuanent executed by all of the then
cn Ownexs of the Site and recorded in tihe Records.
0
a" 3. COVENANTS, CONDTTIONS, ANll RESTRICTIONS. Boeing, with
~ respect to the Boeing Property, and Safeway, wi.th respect to
tihe Safeway Property, each covenants that the Si,te wiJ.1 be
used by the Parta.es and by all of their respective successors-
in-in.terest, and by al1 occupants of the Site in compliance
with and su.bject to the foll.owing:
3.1 Permitted Uses; Prohibition of Certain Uses. Unless
otherwa.se agreed in wri,tzng by the Owners, the Site shall not
be used for any pizxpose that is not perrr►itted under, or- would
be a nonconforming use under, the applicable zwning ordinances
and land use reguZati.ons in effect from time to time unless
such use is authoxized by the applicable land use authority
hava.ng 3ur'isdiction af the Sate. Under no circumstances shall
the Site be used in any way for or, in cannecti.on wi th (a) the
sale or display af posnographic, obscene, or so-called "adult"
literature, peza.odicals, movies, videos, pictures,
photographs, or the Iike; (b) the presentation of so-cal7,ed
"adult" entertaa.nment; (c) the opexation of a strip cllxb,
3
.J
gentlemen's club, ax an establishment providing entertainment
in the form of table ox 1ap dancing or (d) the saZe,
distribution, or display of parapheznalxa that are izsed in
connection with any illegal driig, No public or private
obnoxious use ox nuisance shall be permitted to exist or
operate upon the Site. No rubbish, txash, waste, residue,
brush, weeds, urzdergzawth, or debris of any kind ar character
shall ever be placed or permitted to accumul.ate upon, the Site,
but the foregoing is not interzded to pxohibit wetlands areas
or rzattzralized axeas that may be raquixed by a gavernmental
authority or desa,xed by an Owner of a portion of the Site in
connection with development of the Site. A11 builda.ngs on the
Si.te shall be kept in goocl repair and condition.
3,2 Coaperation wa.th and No Objection to Forrnation of
Drainage District or Owra.ers' Association. If the pwrzer of the
Boeing Prnpexty sha11 take action to foxm an association of
a11 or sozrte of the property owners whase property conducts
storzn or sux£ace water drainage into the draa.nage canal known
~ as "Government Canal" (whxch is legally descxibed in.
~ Exhibit D) or if the Safeway Praperty as pxoposed for
inclusion in a drainage district, local improvement district,
c~r
css or other- public body having the purpose of managing al1 or
spme staz-m and surface water that drains into Government
~ Caxzal., the Ornmer of the Sazeway Pxoperty shall not object ta,
and shall provi.de good faith coaperation in, the farmation of
such associatian, drainage district, lacal impravement
dzstrict, or publ3.c body (as the case may be, the "Drainage
Authority") so long as:
(a) the financi,al burden of the Drainage Authora.ty
is equa.tably appartioned among a1Z of the property subject
thereto {and an al.location shal.l be deemed equitable if it a.s
materially equivalent to the allocatinn provided for in that
certain Draznage Agreement between Boeing and Safeway dated as
of the date hereQf and recorded in the Records the same day
that this Declaration is recozded (the "Drainage Agreement");
(b) the scheme for the management and
administratiorz of the Drainage Authority, inc].uding the
election of the board of directors thereof, is fair and
equitable; and
4
(c) the constxuctian af any improvements by the
Drainage Authority wall not materially and advezsely affect
business opezations af the Safeway Pzaperty.
3.3 Easements. Safeway, as the Qwner of the Safeway
Property, hereby grants Boeing, as the Owner of the Boeing
Property, the following easements over the Safeway Property
for the benefit of the Owiaer or Qwners of the Boeing Property.
Each such easement shall be deemed to include the reasonable
right of ingress and egress over the Safeway Property to
perform the activxties described in Sections 3.3(a) through
(e) below. In exercising such r-ights, Boeing agrees ta comply
wath Safeway's reasonable security measuxes, which, except
with respeCt to the right described in Section 3.3(a), shall
include pne (1) biisiness day`s prior written notice of entry
and Safeway's xight to accompany Boeing's representatives on-
szte, provided that in the case of an emexgency, Boeing may
enter the Safeway Property wzthout giving such notice and
~without an accompanyzng Safeway representative, but anly for
~ such period as is necessary to deal with such emezgency. The
~ partzes acknow].edge that certain utility installations that.
° have been and may conti.nue to be used by Boeing may be or wYll
be abandaned at some t.zme in the future. Such installations
inc].ude wa.thout limitation certain natural gas 3.ines and
~ certain fiber-aptic lines. Such i,nstall.ations, when abandaned
c•.r. by Boeing (or by the applicable tatilit,y purveyQr) may be 7.eft
in place.
(a) Rail Easement. An exclusive and perpetual
easement (the "Rail Easement") over the area (the "Rail
Easement Axea") described zn Exhibit E for the opezata.on and
maintenance of a zaxl 1.ine serving the BOE3.I7g Property. The
Rail Easement Area shall be fenced off from the balance of the
Safeway Property by Boeing pursuant to that certain Demolition
Agraement between Boei.ng and Sa£eway dated as of the date
hereof and such fence and related faci.Iities sha11 thexeafter
be mai.ntained by Boeing in gaod condition and repair by the
Owner or Qwners of the Boea.ng Praperty at no expense to the
Qwners of the Safeway Pxoperty. Safeway reserves the ra.ght to
enter an the Rail Easement Area to znspect the same and the
fence between the Rail Easement Area and the balance of the
Safeway Froperty sha11 incl.ude locked gates for Safewa,y to use
to access the Rail Easement Azea for such purposes, but,
except in an emergency, Safeway sha11 not access the Rax1
5
Easement .Area far such purpose without giving tha Owner or
Qwners of the Boe3ng Property not less than twenty-four (24)
hours telephonic ar written notice af such entry, The Owner
or nwners of the Boeing Property shall have the right to
accompany Safeway's representatives an-site. Safeway and
Boeing each shall have keys, cambinatians or security codes to
such gates. 5afeway sha1l not interfere with Boeing's use of
the Rail Easement Area. At such ta.me, if azzy, that the rail
line is abaradoned by the Owner or Owners of the Boeing
Property, said Qwner or Owners sha11, at thei.r expense, remove
such fencing, remove the rail lines and the impxovemants
appurtenant thereto, and shall rough gxade the Rail Easement
Area ana quitclaim its easement rights with respect to the
~ Rai.1. Easement Area to the C}wner of the Sa£eway Property.
Baeiarig may terxnizxate such Rail Easement at any time by giving
~ wra.tten nota.ce af such terznizzatiora ta the Owner of the Safeway
c Praperty, bu~. Boeing sha11. not be deemed ta have abaarxdoned or
C=V terminated such Rai1 Easernent unless Boea.ng shall give such
C1.1k wri.tten rzotice of termination.
cr:
~
(b) Wells. A nonexclusive easement to entex- the
Safeway Property for the ptirpose of obtaa.ni.ng readings from
monitox'in.g wells as shawn on ttxe Site Plazz and taki.ng samp],es
cv
fram such wells and for the maintenance, repair, replacement,
renewa]., decammissiana.ng, and closa.ng of such well.s. Such
easement shall terminate after the Washington. State Depaxtment
of Ecology ("DC3E") and the Uni.ted States Environmental
Protection Agency ("i7SEPA") remove all requixements £or the
continuation of such monitoring. Upon the xemoval af a11 such
requirements, the Owzzer or 0wi2ers of the Boeing Praperty, at
:no expense to the Qwner of the Safeway Property, shall close
and decammission a11 such test we11s in accordan.ce with
applicable regulations, and upan such wells bez,ng sa
decommissioned, such easement shall terminate. Whi1e the
wells are locatEd on the 5afeway Property, they shall be
maa.ntained in a good state af repair and operation in
accordance wi.th applicable legal requirements by the Qwner or
Qwners of the Saeing Property at no expense Co the Owner of
the Safeway Property, Upon request by Safeway, Boezng shall
provide Safeway with the logs for su.ch we].ls ae no charge.
The owners of the Boexng Property shall provide the Owner of
the Sa£eway Property with copies of a11 reports provided to
the POE and/or USEPA with respect to such we].ls and monitoring
activi.ties and capies of any written communications received
6
by the Owner of the Boeing Property fram DOE, USEPA or any
other governmental authority over such wells (as the case may
be, an "Environmental Authority") with respect to sizCh wells
or test results. If an EnvironmentaJ. Authority orders, or
indicates in writing that it may order, the installation ot
additional mon5.taring wells on the Sa£eway Property, the Owner
or Ownexs of the Boeing Pragerty shaZl give the Qwnex of the
Safeway Property written noti.ce thereof as soon thereafter as
is reasonably possib7.e. So long as the proposed locata.ans of
such additional we11s and the manner of their installation
shall not unreasonably a.nterfere wi.th either the business
operations on the Sateway Property or the planned deveZopment
or redevelopment af the Safeway Pxaperty, 5afeway shall not
unreasonably withhold its consent to the installation of such
additional we11s. Notwithstandin.g the foregoi.ng, if Safeway
reasonably believes that the locatzon af such additional wel3.s
wi11 interfere with eithex, Safeway's business operations on
the Safaway Property or the planned development or
tx= redeveZopment of the Safeway Property, Safeway reserves the
V.-
r:Lght to contest the particular locata.an of any such we].1s,
c~ and with respect to such cantest, the Qwners of the Safeway
°C Property sha].1 hold the Owners of the Boeing Property fxee and
~ harmless with respect thereto. Such contest shall be
o conducted by advising the Owner o€ the Boeing Property of
~ Safeway's objectiorzs. Boeing shal,l provide such DbjECt1011S to
~ the Environmental Autharity and bath Safeway and Boeing shall
provide representatives wha shall be present when such
abjections are discussed with the Envzronmental Authority.
Upon the instal.lation af such additional we11s, the Site plan
sha11 be amended to indicate their locations by an amendment
to tha.s Declaration that sha11 be recoxded in the Records and
the easement granted to the Owners of the Boex.ng Prnperty
pursuant to this Section :3(b) shall be deemed to apply to such
additional wells. As contemplated by Section 11.6 of that
certain Agreement of Purchase and Sa1e dated Apsil 18, 2002
(as amended, the "Purchase Agreement") made by and between
Boeing and Safeway, Boeing, and not Safeway, shal1 be
responsib].e for satisfying all cozzditions (including, but not
limited to, paying the cost thereof) imposed in corunection
with campleting the terzns and conditions of that certain
Agreed Order No. DE OJ.HWTRNR-3395, as amended by that certain
Stipulated Amenement No. :t to Agreed Order No. DE 01HWTRNR-
3345, provided, however, Safeway shall not obstruet Baeing's
efforts to satisfy such terzns and condi.ti.ans. Boeing's
7
obligataans pursuant ta (i) the immediately pxeceding sentence
and (ii) the Purchase Agreement sha1Z nat be terminated or
1imited by Sectian 6 hereto.
(c) Utility, Telecommunication, Data, and other
Lines. An exclusive, perpetual easement over the areas
described in Exhibit F(the "Utility Easement Area") for the
installation, use, maintenance, repair, replacement, or
enhancemenC of utility, telecommunicata.on, data, and other
service 1.9.nes located in the Uti:Lity Easement Area; pravided,
hnwever, a.f Safeway dedicates any portion of the Utility
Easement Area along "G" Street to the City of Auburn or
another governmental authority, then the area of such easement
along "C" Street shall move to the west away from "C" Street
by one foat fnr each Eoot dedicated, In the event of any such
dedication, either of the paxtzes shall have the xight to have
the Iegal descraptzon of the Util.ity Easement Area amended ta
~ reflect such deda.cation and the applicataon of the paceceding
sentence. The Owner or Owners of the BQeing Property Fnay
1.i.cense the i.ise of said lines to third parties without the
~ payment of any fees, charges, or other amounts to the Ovmer ar
Q Qwners of the Safeway Property. During the term of this
CM4 I7eclaration, the Uti3.ity Easement Area, together with a1l
asx facili.ties install.ed therein, shall be maintained in a good
state of xepaa,r and operation in accordance wit.h applicable
C-4 l.egal requirements by the Qwner or Owners ot the Boeing
~=6 Propexty at no expense to the Owiier, af the Safeway Propexty.
Boeing may terma.nate stzch easements aC any time by giva.ng
written not,ice of such termination to the Owner of t.he Safeway
Prnperty, but Boexng shall not be deemed to have abandon,ed or
terma.nated such easements un7.ess Bnexng sha7..1 gave such
written natice of termination. Upon such texmznatian, the
utility installatians lacated in the FJtility Easement Area may
be abandoned in place.
(d) Manuments. An exclusive, pezpetual easement
over the areas descrz.bed in Exhibit G(the "Monument Easement
Azeas" ) for the instal3.ation, maintenance, repasr,
replacement, or enhancement of monuments and associated
landscapi,ng. During the term of this Declaration, the
Monument Easement Area, together wi.th all facilities in.stalled
therein, shal.l be maintained in a good state of repazr and
opezation in accoardance wi.th applicable legaZ requirements by
the Owner or Owners of the Boei.ng Property at no expense to
8
the Owner- of the Safeway Property. Boeing may terminate such
easement at any time by giving written notice af such
terminatzon to the Owrxer of the Safeway Propexty, but Boea.ng
sha11 not be deemed to have abandoned ox tertninated such
easement unless Boeing shall ga.ve such wxitten notace of
termirzation. Upon such termination, the monuments 1.ocated in
the Monument Easement Area may be abandoned in place.
(e) Drainage Li.ne. An exclizsive, perpetual
easement aver the area described in Exhibit H(the "Drainage
Easement Area") far the install.ation, use, maYntenance,
repaiz, replacement, or enhancement of storm and surface water
drainage faci].a.taes. During the term of this Declaration., the
Drainage Easement Area, together with a11 facilities install.ed
therein, sha11 be maintained in a gnod state a£ repair and
operation 3.n accardance with applicable 1egal requarements by
the Owner or Owners of the Boeing Property at no expense to
~ the Owner of the Safeway Pzoperty, The faregoing shal1 nat be
deemed to prevent, limit or, restrict the liability o£ the
`a Qwners of the Safeway Property wa.th respect to the drainage of
~ stonn and surface water from the Safeway Property onto the
~ Boeing Property as provided in the Drainage Agreement.
C14
c= The Utility Easement Area, the Monument Easement Area and the
° Drainage Easement ArEa are approxzmately depicted on the Site
cv Plan. Each of the easements granted to the Owner of the
;C= Boeing Property hereby are appurtenant to the Boeing Property,
C%' are nat in gross, and may not be sold or conveyed to any paxty
except as part of the sa].e or conveyance of the Boeing
Property, or some portzon thereof, to suCh party (except that
the Qwner of the Boexng Property may 1.icense or subla,ceza.se the
right to use facilities or installata,ons that are placed in
such easement areas descrzbed in Sections 3[a7 and [c] hereof
so 2ong as such faci.lities or installations are consistent
with the purposes for wh.ich such easements are granted
hereby). Notwithstanding the foregoa.ng, if any portion af the
Boez.ng Property is conYreyed to a third party by Boeing, Boeing
need nat convey the benefits of such easements, in whole or in
part, as it may elect (provided, however, the faregoing
provision of this sentence shall be construed to relieve the
properCy conveyed to such grantee from the pxovisions of thas
Declaration). Safeway, as grantor and for itself and its
successors and assigns, reserves and retains the right to use
the sizrface of tlae t7tility Easement Area, Monument Easement
9
Area (to the extent not improved from time to time by Boeing's
perrnitted improvements thereon) and Drainage Easernent Area;
provided, however, Safeway, as grantor and for itself and its
successors and assigns, agrees nat to erect, place or maintain
any building or other structures thezeon except walls, fences,
paving and parking lots, landscaping and, with respect ta the
southern portion of the Drainage Easement Axea, storm and
surface detention and draznage facilitiss. With respect to
its use af the UtiliCy Easement Area, Monlzment Easement Area
and Drainage Easement Area, Baeing shall not unreasonably
intertere with the use thereaf by Safeway or its successozs or
assigns and in making any excavation on said property, Bneing
shall restore the surface of the ground to as near the same
condition as existed prior to sizch excavation as practicable.
3.4 ACCeSS to the Praperty. The Owner of the Safeway
Property sha13, not use Pacific Avenue as its pxi.mary point of
~ a.ngress to an.d egress fzozn the Safeway Property by trucks
deli.verin.g goods to the Safeway Prapexty. The facility on the
Safeway Property shall be screened frorn view from Pacific
~
cm Avenue by evargzeen trees that shall be planted, maintained
°
c=• and replaced at the expense of the Owner of the Safeway
014, Property. Any slxch trees initially planted ar planGed as
r.ri zeplacements ther-efor shall be at least six teet (6' ) in
height,
3,5 Release and Indemnity Regarding DeveI.opmenG
Mitigatian Costs Safewa.y, as the Owner of the Safeway
Property and f or itself and its successors and assigns, and
Boea.ng, as the Owner of the Boeing Property and far itself and
its successors and assigns, each (in this Sectian 3.5, the
"Tndemnitor") shal1 release the other Owner or Owners of any
other partion of the Sits from, and sha11 indemnify and hold
harmless each stich other Owner or Owners fzom and against, any
and a1.1 construction costs, tees, or charges associated with
the develapment or redevelapment of all ax azzy pprtian af the
Site owned by Indemnitor, whether such obligat3.on takes the
farm of constructa.on of public or private i.mprovements, the
payrrtent of mitigation or irnpact fees ar the payment of
assessments Ievied by any a.mprovement district formed to
finance the construction of any sizch impxavements.
3.6 Objections Related to DeveZopment. The ownex or
Own.ers of any portion of the Site shall not object ta any
10
governmental agency with zespect to any develapment ar
redevelopment on, or proposed for, any other portion of the
Si.te if such develapment or redevelapment confozms to the
requirements of this Declazation so long as (a) such
development or redevelopment contorms to the requirements of
this Declaration, and (b) the conditions to such development
or redevelopment shall not materially and adversely impact
such Owner's use and operation of its property.
3.7 Obligations Under Easement Deed. Hoeing, at no
expense ta the Owner of the Safeway Property, shall discharge
all obligations imposed on the Owners of the Site, or any
portian thereo£, pursuant to that certai.n Easement Deed
recorded February 22, 1989, as Instxument No. 890222095 of the
Records, and sha11 defend, px'Ot2Ct, indemnify and hold the
nwnex' of the Safeway Property free and harmless with respect
thereto.
~
~ 3.8 Obla.gations Under Environmental Mitigation
Agreement. Boei.ng, ai: no expense to the C3vmer of the Saf eway
o Property, shall discharge all obligations imposed upon the
Owners of the Site, to the extent that such obl.igations remaixi
C" undischarged, pursuant. to that certai,n Environment Ms.tigation
arz
a Agreement dated December 30, 1990, a copy of which is attached
Ct-4 as Exhibit A to that Certaa.n Resollztion of the City Counci,l o£
C= Auburn, Washi.ngton recorded January 2, 199:1, as Instrument No.
91010241 af the Records and sha11 clefend, protect, indemnify
an.d ho1.d the Owner of the Safeway Property free and harmless
wi.th respect thereto.
3.9 Natura2 Gas Lznes. The Boeing Property is sexved by
natural gas pipelines on the Safeway Praperty, which are shown
as easements 21A, 21B, and 21C an Barghausen Survey, drawing
No. 10094, dated June ll, 2002, and which are installed on ths
Safeway Property by virtue of an easement recorded in Kirzg
C:oun.ty, Washington unc3er Recordin.g No. 9207271443 (the "ras
Lines" If plaxined use or development of the Safewa,y
Property requires the Owner of the Safeway Property ta move ar
disrupt any of the Gas Lines, ar if any of the improventents orz
the Safeway Propexty would be placed over any of the Gas
Li.nes, the Safeway covenants that 9.t wz11 axrange for the
rel.ocatiozz af the Gas Lines at the expense of the Owner of the
Safeway Propert.y Prior to relocating the Gas Lines,
(a) Safeway shall give the Owner of the Boeing Property
11
written notice therenf and (b) the paxties shall agree upon
the rnannez in which the impact of such relocatian, including
the momentary suspension of service when the switchaver is
made from the Gas Lines to the replacement lines, sha11 be
minimized to the gxeatest extent reasonably possible, which
agreement shall not be unreasonably withheld or delayed.
4. INDEMNZFICATION AND INSURANCE.
4.:1 Indemni£ication of Owners. Each c3wner (in tha.s
Section 4.1, the "Indemnifyi.n,g party") hereby a.ndemnifies,
ho].ds harmless and agrees to defend the other owners (in this
Sectian 4,1, the "Indemnifzed Parties") from and against a1Z
claims, damages, e.acpenses (includa.ng, without 1ar€iitation.,
attorneys' fees and reasonable investigative and da.scovery
costs), liabilzties and jizdgments an account of bodily injury
to persons, loss of 1ife, or physica.I damage to property
occurring on the Site and on the ways immeda.ately adjoining
the Site, caused by the active or passive negligence or
c~ wi].1.£ul misconduct of the Tndemuzifying Paxty, nr i,ts agents,
°CM servants ar emp7.o,yees; provided, however, the Indemnifying
C114 Paxty does nok i.ndemna.fy the Zndemnified Party against any
css badily a.njizry, loss of life, ar physical damage to the extent
it is caused by the active oz passive negligence or willful
cv miscorzduct of the Indemnified Party,
, d,,,
, c=,
Q.2 Liabilzty Tnsurance Coverage and LS.mits. Each Owner
agrees to rttaintain, and/or cause to be maa..ntained, at no cost
to the other awners, 3iabilxty insurance a.nsuring a.ts
interests against claims far persona3, injury, badily a.njur'Y,
death and pxoperty damage occurring on, in or about the Site
and the ways immediately adjoining the Site, with a policy
la.mit {covering personal injury Iiability, bodil.y injtiry
liabality, death and property aamage liability} of n,ot 1.ess
than Five Mil7.zon Dollars ($5,000,000) for total claims for
any one occurrence. The insurance limits in this Section
shall be subject to increase trom tir{te to Ci.me by such amounts
as the C}wners may reasanably agree is necessary or desirable,
as may be evidenced by the pzactice of similarly situated
properties.
4.3 Pollcy Requarements. Insurance covexage required by
this Agreement may contain the foll.owing elements, so long as
the required caverage is not da.minished, the required limits
12
are not reduced, and the elements thexeof are otherwise
commercially reasonable: blanket, layered, umbrella,
conventzonal and/or manuscript forms of policies, as wel1 as
retention levels and loss reserves whzch are charged against
earnings or atherwise funded, and coznmercially reasonable
deductiblos. Upon request, each Owner shall cause
certificates of insurance reasonably evidencing compliance
with the requirements of this Section 4 to be delivered to the
othex Oc,mers. The insurance policies and certificates
required by this Sectzon 4 sha17, requir-e the insux-an.ce company
to furnish all Owners thirty (30) days prior written nota.ce of
any cancellation or lapse, or the effective date of any
reduction in the amounts oz scape of coverage below the .level
of insurance required by Section 4.1.
~
ca~
c~
c~
cr
vv~
~
c~
cv
5. ENF'ORCEMENT. Each Owner sha11 have the right to enforce
this Declarata.on by obtaining in3tanctive relief and/or by
other lawfizl means,
6. RELEASE FROM LTA.BILITY. Any person or entity acqui,ring
fee or leasehold tit7.e to any portian of the Site shall be
bound by this Declaration only as to the porta.on thereof
acquired by such persan or entity. Such person or entity
sha11 be bound by this Declaratzon only during the period snch
person or entity is the fee or leasehald ownex of such paarcel
or portion thereaf, except as to nbligations, liabilities or
responsibilities that accrue during said period. Although
persons or entities may be xeleased under this Section 6, the
easements, covenants and restrictians a.n this Declarati,ozz
sha11 continue to be benefzts and servztudes upon the Site
running with the land,
7. GENERAL PROVISIONS.
7.1 Runs with Land. The btxrden and ben.efits o£ the
covenants, conditions, easements and x-estrictions contained
herein with respect to the Safeway Property sha11 run with the
1.and descrxbed in Exhibit A. The bizrdens and benefits of the
cavenants, canditions, easements, and restrictio3ns contained
herein with respect to the Boszng Froperty shall. run with the
land described zn Exhibit B.
7.2 Caption5. Any captions to, or headings of, the
paragraphs or subparagraphs of thls Ueclaration are solely for
13
the convenience of the parties hereto, are nat a part of this
Declaration, and shall not be used for the interpretation or
determanation of the validzty of this Declaration oz any
pxavision hexeof.
7.3 Exhibits. The exhibits attached hereta are hereby
incorporated hexein by this reference for a11 purposes.
7.4 Waiver. The waiver or failuxe to enforce any
pravzsion of this Peclaration shall not operate as a waiver of
any future breach of any stzch pxovision or any other provision
hereof.
7.5 Applicable Law. This Declaration shall be governed
by and construed in accordance with the laws af the State nf
Washington, except far any choice-of-Zaw principles that
provide for the applicaCion of the laws of another
jurisdiction.
~
7.6 Entire Agxeement. This Declaration (including a11
~ exhibats attached hereta) supersedes any pr1or agreements,
Q negotiations and communications, oral or written, relating ta
~ this subject matter and contains the entire agreement between,
cN,, and the final expression of, Boeing and Safeway wzth respect
cry to the subject matter hereof.
c~
G``' 7.7 Construction. The partzes hereto hereby acJcnowledge
and agree that (a) each party heretp is of equal bargaining
stren.gth, (b) each such party has actively participated in the
draftsng, Preparata.on and negotiation of tha.s Declaration,
(c) eaCh such party has conslzZted wath such party's own
counsel, and such ather professzonal advisors as such party
has deemed apprflpriate, relating to any and a1Z matters
contemplated undex this Declaratiqn,, (d) each such party and
sizch partyI s counsel and advzsors have revzewed this
Declaration, (e) each such party has agreed to enter into thi.s
Declaration following siich review and the renderang nf such
advice, and (f) any rule of construction to the effect that
aznbi.guzties are to be resolved against the drafting parties
shall not apply in the interpretation of this Peclaration, or
any portions hereof, or any amendments hereto.
7.8 Severability, In the event that any one ar znore
pxovasions af thxs Declaratxon are £ound to be unenforceable,
14
the zemainder of this Declaration shall nonetheless be and
remain valid and enfozceable, unless the baszc purposes of
this Declaration are fxustrated thereby.
,
7•9 No Waiver. No wazver by either party of any default
tznder thzs Declaration by the oCher party shal1 be effective
or binding upon such party unless given in the fornt pf a
written instrument signed by such party, and no such waiver
shall be implied from any omission by such party to take
actian with respect to such default. No express written
waiver of any detault shall affect any other default or cover
any period of time other than the default and/or period of
time specified in such express wai.ver. One or more written
waivexs of any de£ault under any provision of thzs Declaration
shall not be deemed to be a waiver of any subsequent default
in the performance of the same provision or any other term or
provasion contained in this Declaratzon.
~
~ 7.10 Attorneys' Fees, In the event either party hereto
~ finds x.t necessary to employ legal counsel or to bring an
cm action at law or other proceedings against the athex party to
C= enfoxce any of the terms, covenants or conditzons hereof, the
~ prevailing party in such action az praceedizzg, whether at
n trial ar upon appeal, shall be pai.d all reasonable attorneys'
fees, as determined by the court, and in the event any
?tXdgment is secured by such prevailing party, all such
attorneys' fees shall be included in any such judgment in such
acti.on or praceedings.
7•11 Waiver of Jury Trial. The parti.es desire and intend
that any dispute or controversy ara.sing bstween them wxth
respect to or in connection with tha.s Declaration be subaect
to expedztious resolution in a court trial wi.thaut a jury.
Therefore, each party irrevacabl.y and uncanditson.ally waives
any right a.t may have to a trial by jury of arzy cause of
action, claim, counterclaim or cross-complaint in any action,
proceecling or other hearing brotiight by an,y party against
another party or paxties on any matter whatsoever arisi.ng out
of, or in any way cannected with, Chi.s Decl.aration, the
relationsha.p of the parties concexning the subject matte.r of
this Declaration ar the documerrts related thereto or any claim
o£ znjury or damage, or the enfaxcement of any remedy under
any stat«te, l,aw, ordinan.ce, rules or regulation now or
hezeafter i.n effect concernang this Declaration. Each of the
15
parties cextifies and acknawledges that {a} it Lxnderstands and
has considered the implications of such waiver, (b) it makes
stxch waa.ver volrintarily, and (c) it has been irzduced to entez
intn this Dec3.aration by, among other things, the mutual
waiver and certificativns set forth in this Sectiflzl 7
7.12 Notices. Al.l nntices, requests, demands, and ather
communicatians hereixnder (collectively, "notices") sha1Z be in
writa.ng and given by established express delivery servi.ce
(ovexnight or bettex) which maintains delivery records far
next business day delivery with alI aharges prepaxd, or hand
delivery, to the Parties at the followang addresses, or at
such other address as a Party rnay designate by notice to that
Party i.n the above manner:
To Safeway: Safeway Inc.
5918 Stoneridge Ma11. Road
P7.easantvn, CA 94588-3229
Attn: Legal Depaztment
~ Re: Auburn, WA
~
c.~ Facssmile: (925) 467-3224
cq
With copies Safeway Inc,
to : 5918 Stoneridge Ma11 Road
Pleasantan, CA 94588-3229
,C=)
Attn: Corpozate Rea1 Estate
Re: Auburn, WA
Facsimile: (925) 467-2007
and Safeway Inc.
5918 Stoneridge Mal.l. Road
Pleasarzton, CA 94588-3229
Attn: Construction Managex
Facsimile: {925} 457-3508
To Baeing :
Wzth capies to:
The Boeing Company
c/o Boeing R.ealty
2d Flaor, MC 1F-5$
7755 East Marginal
Seattle, WA 98:108
Facsimile: (206)
Corporatz.on
Wa,y S.
662-1355
Boeing Realty C:orporation
15480 Laguna Canyon Raad, Suite 200
16
Irvine, CA 92618
Facsimile: (949) 790-1906
Boeing Law Department
3d F1oor, MC 13-08
7755 East Marginal Way S
Seattle, WA 98108
Fax: (425) 965-8230
Notzces may also be given by facsimile so long as the notice
is concurrently given by one of the above methods. Notices
given by facsimile are deemed given upon transmission so long
as they are transmitted during nozmal buszness hours (8:00
a.m. - 5:00 p.m „ Monday through Friday, national holidays
excluded) at the recipisnt's location; facsimile notices given
after these hours sha11, be deemed given the next btxsiness day
thereafter. A11 other natices are effective upon receipt, ar
~ upon attempted delivery if delivery is refused or zmpossible
because of failure ta provide a reasonable means for
C=F accomplishing delivery.
C=
C-, 7.13 No Obligations to Third Parties. Except as
C" otherwise expressly provided herein, the executian and
° delivery of this Declaration shall not be deemed to confer any
rights upon, nor obligate ezther of the parties to any person
or entity other than the other party.
7.14 Successors and Assigns. This Declaration shall
inure to the benefzt of and shall burden the successors and
assigns of the parties.
7.15 Construction. This Declaration sha11 be li,berally
construed in arder to effectuate its purposes.
[The remaander af thas page zs left blank lntentionally.]
17
IN WITNESS WHEREQF, the Parties have executed this
neclaxation as of the day and year first hereinabove set
forth.
SAFEWAY TNC.,
a Dela are poration
By:
s sta t Vice President
~
By:
AssiSt ' S etazy
THE BOEING COMPANY
a Delaware corporatian
BY:
Name:
Tit1e:
AI1DrnUP.d as tD F0[tf1 ~
UUildltklB , Gaf1dQ11e), WUDdS 40d, !ZP
c,cY
By
a
~
~
V4
.
~
18
TN WITNESS WHEREOF, the Parties have executed this
Declaration as of the day and year first hereinabove set
forth.
c:a
~
0
~r
~
~
C11%
ar,►
SAFFWAY INC.,
a Delaware corporation
Hy:
Assistant Vice Preaident
By:
Assistant Secretary
THE BQEING COMP,ANY
a Del.awaxe cnr zation
By.
Name:
Title : Authanzetl Signat_otv
1.8
ACKNOWLEDGMENT
STATE C)F CALIFORNIA )
) ss.
County of Alameda }
On September 1$, 2002 befare rne, Dina Gutierrez, Notary Publzc, personaliy
appeared Jerome P. Harrison and Steven J. Gouig personally Iuiawn to me (or
proved to me on the basis af satisfactory evidance) ta be the persans whose naznes
are subscnbed to the withzn instrument and acknowledged to zne tYiat they
executed the same in fiheir authozized capacaties, and that by their si;natures an the
instrument the persons, or ihe entity upon behalf of whxch the persons acted,
executed the msCrument.
DINA GUTfERREZ
WITNESS my hand and officiai seal. UOWMtSStON 1322428
~ Hqfnkl fPUgLICCAIIFORNIA
&qhiERA CQUNIY
Ap twnnusa,oti ez9s 5qN 22. 200b
. ~
Signature, (Seal)
~
cm
~
~
~
c~
~
~
~
State of Calxforzua
County of Orange
(>n Septemberl8, 2002, before me, T S Wertner, Notaiy Publ:c, personally appeared
Stephen 3 Barlcer, personally laiown to rne to be the person whose name ts subscnbed to the
wctlun mstrument and acknowledged ta me that he executed the same ii2 his authorized capacity,
and that by his signature on the cnstruznent the person or the entzty upon behalF of whxch the
person acted, executed the xnstrument
~
-
.
~
c~
~
~
..s_~. 7 S WERTNER
~ Comm~salon # 13~19842
~ j
K
~
~
orn
LQ Not~ry Pub{io - CaV
Los A~t~flSes County
q
~ ppr 6, 2006
Q+t
6V
WTTNESS my hand and afficiaX seai
~
ExHisIr.N'
80EING PROFERTY
Parcei "A"
Thase parlEOns oi Seebans 24 and 25, Townshrp 21 INorlh. Range 4 East, Witiarltette Mendlan, in t(ing
County, WaShinglqrt, described as faltows~
t3EGINN1NG at the center of said &ec}tOn 25;
TNENCE Soulh 89° 4$' p7" West, 1,704,35 feet along the centeKlne of istAvenue SvuEh (Atguns ftoad)
ta the Easter€y rlghc-of way af CEitcaga, Mitwaukee, St. Paul $ Rac,t;c Railroad;
THENCE Norlhertyalang the Easterfy nght-of way of aeid raiiroad Qsconveyed bydeeds tecorded under
King Caunry F2ec,ord3ng Nvs. 4007$6, 40D767, +i00788, 400769, 4098dD,Q09801, and.as Conttemrsed tR
King Couniy 5upertavCourtGaum Na. 52867 and a copY ottha Dscrao ofApproprlaifon being tavMed
under (Cing Coursty Recording No +329949, ta the Soulhwesterty cotnerot the slreat convdyeo►ip the CEty
vf Aubum by deed recorded under King Caupty ReCordmg No. 6160980;
i'NENCE Easteriy nlong the Sauih matgin of eaid cdnveyed etreet ta the Savtheastetly rornar thereaf;
L= THENCE 9oalh 02° 13' 10" East, 5.640,34 teet;
THEIVCE along a ourve lo the aghtwhose radius is 803.11 ieet khrough a cenligtapgie of 31° 60' S5" far
ca a dlatance of 338,65 fee;;
° 7NENCE South 89° 46' ~17" Weat 121.20 feet;
7HENCE South QS' 47' OD" West, 50,01 feat !o ihe pO1NT OF BEGiNNlNG;
cTn
~ EXCEP7 ihaf particn fhemdEying withln iatAvenue Nprth (Algona Road) ,as esiabtlshed In Vofume 39
of Commisg(aner's Rec,ords, p&ge 575;
~s.
~ Partinn nf Parcel "b';
A parcet ot tand En khei Eaet haff af Sectlon 25, 7ownahtp 21 Norih, F2angn 4EasL Wriiametio Merldian,
in King County, Washinglan, doecrfbed as foltows:
BSG1NNING at the fpEersectEa» ot ttte Weat rtghi-oC-way ltne of the County Rqad No, 76, lcnaWn sa
RaDruAd Avenus, gnd the Soulh lfne olsaEd Seclfon 28, $atd Intarsection being Saulh 69° 16' 56" West,
483,86 1'sv# from the Soufheast comer of sa,d Ssdtoa 26;
"CHENCE 5auth 89° 16' 55" West, 1,48$,93 faet aiong sald 5ouih (Ine;
THENCE Nor#h QD° 1p'45" East, 1,31811 fest;
7HENCE $outh 69° 31' 28' West, 858,25 feet to the cenieriins of Greenhatgh Road;
'fHENCE Narth 00' OS' 4T" East,1,321 ,31 feol a[ang sald centerllne ta a brass plug at the interseetron
of sald cen#eriine with the cenlerirne oFAtgona Road,
ProJect hlema 8oeing Auburn Piont
May a. aaoz
RWGlath
1qDt}1i..Q17.v,tpd 'eaga ? of 3
THENCE CON7lNU3NG NoKh 00' Qn' 47" East, 50 01 feet,
7HENCE North 89" 46' 07" East, 92120 feet,
THENCE along a 60311-ioot radtus curve to the lett having a ceqirat angle o! 31°58' 55" far a distanCe
of 336.65 feQt,
THENCE Nqrth 570 47' 13" East, 1,272 50 Feat;
THENCE along a 8031 1-faoi radrus cunra lo ihe feR havrng a cenlral angle of 59° 86' 02" tor a distance
of 630 $8 feet,
THENCE Nartb 421 OS' SO" Wesf, 82 34 feet;
THENCE Nbtfh 89' aS' 06" East, 57 79 fCat,
THENCE Sauth 12" 19' 51" East, 740 55 feet,
THENCE South 02° 12' 33" East, 715 85 teetto a pomt m the West right-of-way line at sAId Caunty Fioad
Nn 76, whjch is 597.04 teai (rom ihe East quarter carner o# said 8ecUon 26;
THENCE CONTINtlING South 02° 12' 33" East, 2,625 51 ieet to the P01NT OF 6EGINNtNG;
EXCEPT ihe SautheASte►ly partion conveyed to the Ctty of Au6um by deed recarded undar King County
Recordrrtg No, 9212192182;
F-XCEPT thai podlon iher+eof descnbed as iolloWs
COMMENClNG at Ihe Soulhsasi cqmer of saki 5echnn 25,
THENCE North 89' 33' 14° Wost, alonp fhe Svuth Ilne oF said 5outheast quarter, a dEstance of
~ 619 40 feet;
r.- THENCE Ndrth 0{0° 2s' 54" East, 20.00 feet to ihe POIN7' OF 6EGlNN1NG;
~ THENCE North 89" 33' 10" West, 1,463.04 feel,
Q THENCE North 01° 12' 19" Ettst, 1,269 17 faei,
THENCE Narih 69° 22' 50" West, 638.18 feei;
crv. THENCE North 01• 4Q' 48" East, 734.47 ieet,
~ mErtcE souin 876 4V Fr East 482A9 feer,
THENCE Nonn 88° as'sar Eask 175.07 toet,
~ THENCE Soulh A1' 09' 16" East,175,i0lest
cz THENCE Norttt $a' 50' 40 Essk 602.22 feet;
cw THENCE Nnrih 0I° D9' 18• Wosk 1.327.95 feel,
THENCE Noflh 68° 49' 73' Eaafi, 453.08 feet to !he beginntng of a+603.i 1-TaoE radius aunre to Ihe left;
THENCE atong the arc of aaid curve, pasning ihrough a centrat angle ot 58' 68'03", sn arc dEstenca of
630.88 tear,
7NENM North 0'1° 06' 42" West, 92.34leot;
THENCE South 89` 92' 14" Easi, 57.7b fiest;
TFlEiVGE Soulh 1'f' 97' 51" East, 741.88 fest to tha West margin of'C" Street Soulhwesk
THENCE South 01° 9D' 16" East, a1nng aeid marpln 3,286.27 ieet;
THENCE South 40° 43' OU" West, 62.401'sat to 1ha PpINT OF BEGlfifNfNG.
Project Nama. Boeing Aubum Piant
May B. 2002
iZWQJqIh
100944af7,wod Rag~~,~crf. ~
Patcef "E"'
Att tha# porUon of the Southwesl quarter ut Seotion 25, Towrtship 21 Norih, Range 4 East, WilEamelte
Mendian, Fn King County, Washingtnn, Iymg East of the East margln of the Cixcaga, MiIwaukno, St
Paul & paciCa Cornpany's right-of-way,
EKCEPT the tdorth 30 feet, the 5outh $U foet, and the East 20 fesi thecenf tot raads;
EXCEP7 that portton ihereof conveysd !n !he City of Algona hy desd reaocded undffr Krtig Ctwnly
Recordtng h1o 7108750632.
EXCEPT ihat poriian therepf conveyed to the State vt Washington tar State Ftoad No 167 by deeds
rewrded under King County Recordmg Nas 7203,140273 and 7203200301.
AND EXGEp7 4hat porliart lhereat cbndemned $y the Stat$ ot WasEi3ngton far Stata Road No. 107 En
ECcng County Supednr Couri Gausa No 740400.
~
c~a
s-
c=
C
C7r
~
~
J
~ p
C~t
Praject Namo. Bo6irtg Aubum Plant
May 8, 2062
RWG/ath
iupsas oMWPO p2.91N3 4f 1?1
EXF7I8IT "S'•
SAFEWAY PROF'ER7Y:
PAFtCEL ONE:
THE WEST HALF OF THE WESt' HALF OF THE SOUTHWEST 1/4 QF'THE SOUTHEAS'S IJ4 OF
SECF]ON 25, TOWNSkiIP 21 NdRTH. RANGE 4 EAST, W. M., IN KING COUN7Y, WASliilVGTON,
EXCEA7 THE WES7 20 FEEI' CONVEYEA TO KIIVG COUN'i'Y FOR ROAD BY DEED RECORDEp UNDER
KING COUNFY RECORQING NO. 2133635;
EXCEPT THE EAST 20 FEET 4fi'TfiE WE51' 40 FEET OF THE NORTH 400 FEET CONVEYEb T(? GITY
Qr AI.GONA BY DEEA REC:ORnED UNDER KING C,QUNN R.ECORDING MQ. 7106150533;
EXGEPT THA'T PURTION LY1NG SOUTN OF 1VORTH l..INE OF TRACT CbNVEYED TO 7liE STATE OF
WASHINGTAN BY DEED RECARpED UNDER lQNG COUNTY RECORDIIVG NQ. 7I06250394;
AND E}CGEAT POR'iTpN pESCRIBED AS Fpt,1.QW5;
~
~ BEGTNIVING AT TIdE SOUTH 1/4 COi2NER pF SECRbIV 25, TUWNSHIP 21 NORTN, Rl4NGE 4 FAST, W.
~ M., IN KING COUNTY, WA6HING70N;
a~
° 7HENCE EASTERlY AlOIVG THE 50UTH LINE OF SAID S[Ci7ON, A DISTAtVC:E OF 328 rEE1', MDRE
~ OR LESS, 30 AN INTERSECTION WJTH THE WE-ST 4INE OF THE EAST HALF OF THE WEST HAL.F 0F
~ THE 50UTHWEST 1/4 OF THE SOU'i HEAST 1/4 QF SAID SECTtON;
cm
~ THENCE NORI'HERLY Al.OIVG SAIR WEST LTIV12, A RJSTANCE C7F 340,3$ FEET TO THE TRUE POCN7
cl%l- AF BEGINNIIVG;
, n
7h1ENCE WESTERLY PARALLEL TO THE $OU'fN 1..INE OF SAXq SECTIQJd 25, A bTSTANCE OF 110
FEEI';
7HENCE NORTHERLY ALONG A LINE PARALI.EL "i'O SAID WEST LIN6 OF THE EAST HALF QF THE
WEST HAL.F QFTHE SnUTHWEST 1j4 OFTHE SOITTHEA5T 114 OF SAID SECTIOtV 25, A DIS('q13CE
oF 560.00 FEE-r;
TNENCE EASi'ERl.Y AI.ONG A UIV6 PARALI.EL TO THE 50UT1•i L13VE QF SAIf) SEGTION 25, A
DI51'ANCE OF 110 FEET TO AN 1NTFRSECTION WITH THE SAID WEST LINE OF THE EA5T HAIF OF
THE WES1' NAk.F OF THE S01J1'HWEST 1/4 OF'TT-iE BQUTHEAST 1/4 OF SA]D SECTION 25;
'T'HENCE SOUTHERLY TCI THE TRUE POINT OF BECyINNTNG.
A1VD
THE SOU'i'H 340.38 FEEJ' 0F THE E,4ST HALF OF THE WEST HALF OF Tl-i[ $OU7HWEST 114 qF THE
SAUTHEAST 1/4 OF SECTtAN 25, TC>WNSHZP 21 NORTH, RANGE 4C-AS1", W. M, FN KING COUNTY,
WASHINGTON,
EXCEPT THE WEST 36 FEET THEREOF;
-1-
ANp C-XCEPT TNAT PQRTIC3N THEFtEOF !,YlNG SOUTHERLY OP THE NOR7HERLy L;NE 4F THE
ELUNGSON EXTENSION OF ST'ATE HIGHWAY S.R. 167, AS CnNVEYED TO THE STA'TE 4F
WA5HENGTfJN BY pEED Rt-CORDED UNpER KING COUN'FY RECORDING ND. 71111$0296l
TOGETHEft WFTFi THE fitORTH 45 FEET OF THE SdUTH 385.38 FEET dF THE EAST 262 FEET OF THE
EAST HALP OF THE WEST HALF aF THE SOUTHSIUEST 1J4 OF THE SOUTHEAST 1/4 OF SAIb
SEC3'IQN 25,
AND
LOT I QF CTTY OF AUBUFiiV LOT LTNE ADJUSTMENT NQ, I,Lq02-4015, RECQRDED UNDER
RECQRf3ING NO. 20020725001632, BQNG A POi2'i'IUN OF'FFIE 5QU'FFtEAS7'/a AlVD THE
1VORTHEAS'1''!a OF SEG?FON 25, T0INNSNIP 22 NQKTH, RANGE 4 EAST, W M,;
&3CCEP'1" ANY IMPRQVEiy1EN1'S LYING UPQN SAID PARCEL ONE,
STi'UATE IN THE COUNTY OF }CFNG, S1'RTE QF WASHINGI'OtV.
PARCEL TWO:
AN EASEMEIVT FAR AN Otf'1FALL STORM SEYVER LlNE TQQE'T'HEtt WiTH THE RIGHT OF ACCE.SS
THERE'f0 FOR THE pPERATIOiV, MATNi'ENANGE, 1MPREfVEhtEN1', REPLACEMENT, REPAIR AND
, ItVSPECTION OF THE SAME, AS ES(ABLfSHED IN INS'TRUMEM' RECQFtDED UNDER R[CORC?tNG
c.c:r lQO. 7412250129, BEING MQRE PARTSCUlARLYDESCRIBEp AS:
r--
~ A PARCEL IN THE NQRiH HAl.r OF THE NORT?iWEST QUARTER OF SEC'fEON 35, Tt]WNSMIP 21
HORTE{, RANGE 4 F.AST, W,M., IiY K1NG COl11VTY, WASHIEVGttlN, DESCRiBEQ AS FOLLQWS:
8E-YNG A 5"tRIP 60.00 FEEf WIDE, 30.00 FEE'i' ON EACH SID[ qF THE FOI.I.OWING DESCRIBED
~ UNE WHICH BEG1NS ON THE WES'f'ERLY BQUNDARY OF PACIFFC AVENE1E WHIC}i TS 406.16 FEE'i'
SOUTHERt,Y OF THE INTERSEGi'FON (3F THE WESTERL,Y BOUNDAEtY QF PACIFTC AVEIVUE AND THE
c.i NORTHERIY BpUNqARY C}F SECTION 36;
i`HENCE SpUTH 85025'94" WEST 1,593.79 FEET TO A PQIfVT 80.00 FEET EASTERL.Y OF THE
. r•.,~ EASTERLY RIGHT OF WAY 0F THE CHTCAGO, MILWAUKEE, Sf, pAUL AND PACZFIC RATLWAY; AND
A F'AItCEE.1N LQTS 35, 36 AND 43 OF C,p yIL,1,MqN'S PACiFIC GiIY ADDT1']ON 'i"Q THE CT1Y OF
SEATfLE, WA51•lIiVGTQN, bIVIS]ON fVO. 2 A5 PER PLA7' RECpRDED T!V VOI.t1ME 13, 4N PAGE 49,
RECORDS i7F KING COUNiY, WASHINGT4N, 13E5CR1BEb A5 FS7LLaWS:
BEIN~ A STRIp 50.00 FEE'T' WiAE, 25,40 FEET ON C-ACH SIDE C3F THE FOLI.OWING DESCRIBED
I.iNE WHICN BEGTNS AT A POINT ON THE tVOftFHHRIY 80lJNDAIiY OF SAID Lb7 35, SRID POIM'
BEING 139.50 FEET EAST OF THE NQRTHWEST CaRNER Qf SAID LOT 35,
7hiENCE SOUTH 2°57' E;45T 336.03 FEET TO A MANHQLE;
i'MENCE SpUTFi 85024' WEST 800.15 FEET TO THE WESTERLY BOllNt7ARY OF LOI' 43;
SAID WESTERl.Y HDUNDARY BEIlVG THr: EA57ERLY EDG6 qF PACIFIC AVENUE qND BEING 404,92
FEEt' SOUTH OF THE NARTH L3tVE QF SAtD SEGTIp1V 36;
5TTUATE IN THE CDUNTY OF KIfVG, SCA"fE bF WASHINGTON
-2-
~
~
~ • ~ ~ p, ` ~ ' '
V1~"~ii ~ ~
• ~ ' ~
! ~ ~ ~ ~ ' • ~
9°-40OFr ~
ars o ~ m try
er- m
CV z M .~n -ft . . t
p°a &G ~
~ CO,
j I w;t • .
1.».3ufl.lffd ~'i;•>>:
~ p M ~ , ~ ~ • ~ ~
~ ~t
w:
~ - _~►w.~ _ ,
I V ' ~ 3tnv an'
, ~tL - . E~
• ~~v~~tir
' t _ _ - - • {V42! {VOSONtT& -
~
~
W
h~
m~
r~ ~
~ ~
LL
~
~
~
~
~
~
l~
4
~
a
~
4
~
d
~
,
i
~
~
►
I
~
~
,
EXHIB,T IsDtr
LEGAL DESCRIPTIQN
GOVEf2NMElVT GANRL
An assignable, permanent, and perpetual easement for the axlsting autfaq starm seuver Ime ar
any raphacement fheteof, taqeihar with a right of access thereEo for tha vperatlort, rttaintenance,
improvemBnt, repfacamenl, rapefr, ar inspeetian of such llne, over a strip ai Iand desctibed as
follaws
A parcel ln ihe SoUlhwest quariet of SecQon 25, and rn the Wesk hatf of 5ection 38,
Tarunship 21 Norih, Range 4 East, Wtllamette Meridrgn, KEng Couniy, Washfrtgton, and
Ehe Narthwast quarter of Sechan 7, Yawnship 20 North, Ftange 4East, Wi[tamette
Meridian, Fierce Cnuqty, Washinglnn, doechbed as a strip 60.01) feet vnde, 40.00 feet an
eaeh side of ihe tallawtng d4scribed Iine,
BEGINNING ak a point an lhe Snuth nght 8f-wa}r line of Aipana Fioad, qO,Op feet
East of !he East right-ot tivay 13ne of Chfcago, Mi[+xaukee, 5t Paul, and Facific
Raliroad;
THENCE Saulh 7,358 feet tnore ot foss parafiel to satd RgiJroad tn a pofnt
133.62 feet South of thH Notih litie of tot 3, of C,D Hitltrtan's PaaEflc City AddlUfln
~
iQ the Cl#y of Sealtle. Ns. 8:
~
l'HENCrz atong a 150-foot•radlus curve ro the reft havtng a central angle of
~
89° 28' for a distance of 234.22 teet;
TMENCE Alotth 8811491 East, 932 24 f86t,
i"HENCE alDng aI 50-foat-radlus curve #o the dght having a cenfral angie
C"'
of 60° 20' for a dfstanc@ of 167.95 feat;
en
THENGE South 300 51' Eest,1,1110.00 feet to the rfght-of-way of Vvhite Rivar.
c.~
. r~
¢~r
Prajeat idame: Baeing Aubum Plant
August1.2002
~f
I
f
!
,
~
f2WGliss
1=4►..0294ac
EXHfBl7' "E"
LEGAL DE5CRIP310N
RAlL EASEMENTAREA
Aii those portlons of Lois t oi Cdy of Aubum Lot Lms AdjustmenE No. LLA02-oDIS, as rscorded
undar Recardirtg No, 20620725001632, Records of Kutg Caunty, Washington, more p&tficutarly
descnbed as foitnws.
A strip of land, 25 feet ln width, lying 92 5 feet on each slde of the fotlowing descnbed easement .
centerhne:
COMMEiVCING at the Souiheast comer of Section 26, 7ownship 21 Narth, Range 4East,
WJllamette Meridloin, EGng Couniy, Wash(ngton;
THENCE North 894 33' 70" West, glang lhe South une af fhe Southeast qvarter af said Seciion, a
distanae of 519 40 feet,
THENCE tVprlh 4{3° 26' 60" East, 24 0t3 feai,
TMENCE IVarth 40° 42' S9" East, 52 40 feet ta tfte West maTgln af °C" Street S.W,;
THENCE hlorth 09° 10' 16" West, aJong said margin 3285 27 fest,
~ TNENCE North 110 17'S3" West, 663 75 feet to the Pp1NT OF BEGItVNiIVG and the beginning oE
.r-- a non-tangerrt aurve to tha right, irom whlch pofnt !he radNS polnt bears Naph 88° 45' 18° West,
720 00 feet distant,
TNEAlCE Sou3hwesterty along tha arc pf sald cprve, passtng throagh a centraf angle of
16° 20' 44", an arc distance of 192 84 feet,
a~ THENCE Soutn 369 35' 25" West, 159.79 feet to the beginning of a 720 UQ-foot-radius curve to
the nght•
~ 7NENCE atong the aro of sald curvo, passing throUgh a central angie of 07° 45' 02', an arc
disfanc+e oP 9740 feet
7tiENCE $quth 44° 2a' 2r West, 351.22 feet ta ihe beginning of 730 OU•fant radius curve ta the
cv nght;
;C=~,.. THENCE 8tong the aro of sa(d cutve, passfng thraagh a centra! angle of 26° 27' 28', an arc
cv distance af 324 35 feet ta the Wast IEne of safd Lat 1 and the termmus af fhs hereln de5cnbed
easemertt centedma.
Project Name: Boaing Auburn Ptant
August 1. 2002
RWG/jas
100941034.daa
EXMiBlT "F"
E.EGAL i]ESCRIPTIQN
PROPt?5ED,20-FOC)T-WiDEUT'1i.17YERSEMENT • 't'he West 20 feet, the Sau[h 20 leet, the Svuiheasterly 20 ieet, and ffis East 20 feet of Lo41. Clty
of Auburn Lot Lrne Adjustment No. LLR02-0015, as recorded tmder Recarding No.
20020725001632, Records of King Cnunly, Washington;
TOGMSR WI'i'H a strip oi Tand, 20 ieat in widlh, lypng 90 feet on each side of ffte fnflowing
described easament centerhne:
COMMENCiNG aE ffte Svutheast corner of Seciiort 25, 'township 21 Norfh, Range 4 East,
WrUamefte Meridian, King Couniy, Washingtan;
"CMENCE tVorth 89° 33' 10" West, along ihe South lfns of the Soulheastquatter aF sald Secdon
a
,
dtstance of 519 40 isefi
THENCE Horth DD° 26' Sp' East, 20 00 feat; _
"€NENCE North @9° 33' 10° We9t,1453 Oa feet,
TNENCE North 01° 12' 19" Easl, 1298.17 ieet,
THEiVCE Hotth 69° 22' BO" West. 3.OD feet to th+a POtNT OF BE(31NNihiC;
THENcE North oi* oa' 20" WesE, 724.39 teet to !he Norfh 1lne qt said Lot i and ihe tarminus of
the hersrn descnbed easemenlcenkerline.
ca
TOGETHE32 tM7fi a strip of fancl, 20 feet in wcdtt►, lyfng id feet ort each side of tho 4allowlng
descnbed easemenl centetl[ne,
cv.
~
COMMENCING at ihs Saulh$agt camer of said Sec6on 26;
°
THENGE Horih 8S° 33' 14' Wast, abng tha South ltne of sald southeast quarter of said Sectan,
a dlsEance of 519,44 feet,
e~
THENGE NOrttl 010° 26' S6` East, 2E}.40 feet,
7HENCE Norttt 40° 42' 59' East, 52A0 teeh.
THENCE Norlh Oi° 10' 18` WtsBt, along tha West margin of "G" Street S.W. a dtstance of
3275.27 Eeet#otha POINTOF 13EGlNNING;
TNEIVCE SoUth 89° 21' 'i5" West, 524.20 teet;
THEHCP, Saufh 44° 20' 28" Wsst, 96 21 ieet io tfie begtnnlag of a 762 Bfl-f«st»radjus caroa tcr tfts
rEght;
THENCE slang ihe arc of safd aunte. passing ihnough a aantrat angta of 26° 02' 62', an aro
distance of 942,10 feet to the Wast f1ne of said Lot 1 and the [ermtnus of the herain described
easemenE centerilne
7he intent of thts easamen# is to remaln 20 faet in wJdth atid remaErt tha East 20 feek of the
Grantar's property aiang °C" Street S.W. end ramain adjacent ffl 'C' SttBet S.W. When and if
additlatml righi-nf-way is taken or dedicated, the easement wfll mave accordingty and remaiq in
torce
Project Name. Hoeing Aubum Plartt
August 1, 2002
RWOijss
YQ919t.02.daa
ExHEBrT =413„
LEGAL DESCR1PTl{31V
PFtOPOSED EASTERLY MbNUMENT S1GN AND lANpSCAPE EASEMENT
All thase portEans uf ltte Southeast quarter nf Seclioq 25, i'ownship 21 Norfh. Range 4Ea94
Wfilamefte Merkilan, }Gsig County, Washington, more paricutarly described as folEowa,
CQMMENCING at the Southeast carnar of sa►d 3ectton 25;
'i'HENCE North 89° 33' 10" West, alcng the South lme of said Southeast quarter, a distattCe of
549 40 tea1,
TMENCE North 00° 26' 50' East, 20,00 feet to the POtNT OF BECiiNNENq;
THENCE North 89° 33' 9d" West,16.00 ieet,
THENCE North 00• 26' S4' Essf, 19.06 feat,
T14ENGE Noith 44° 38' 99' Easl, 41.02 feei;
7HENCE North 88° 49' 44" East, 20.00 Feet xo the Westerly matgln of •C" Smeet S.W.;
7HENCE Soutli 01° i0' 16" East, atoop seid margin 9 98 feet;
THENCE South 40° 42' S9' West, 52.40 fest m the POINT OF BEGiNNiNG.
C=
c~
0
c,~c
C'14
cn
C=
N
C`J
PrdJe~t t~A: paalr}9 Aubum Pient
Au(~aat t, ~b~Z
RWt3lJss
100941030 doe
EXWIBtT"G"
I,EC3AL DESCR1PTIqN
PROPOSEA WES TERLY MONUMENT S1GN AHD t,ANCISCAPE EASEMENT
Afl that portion of ihe Soufhesst quader qf 5ecbon 28. Tow»shtp 21 Norih, Range 4 East,
Wiltamette Merldian, King County, Washinptan, more part9culary described as foilows
coMMENCING ak lhe $outh quarter cOmer of sald SecUnn 26,
THENCE South 89° 33' 10" East, a[ong the South Ime of said 5autheast quarter, a dlstance of
328,78 t'eef;
THENCE Nortli 41'° 11' 33" Eest, 30 00 faet ta the PDINT OF BECINNING;
THENCE COhf7'iNl11NG Norfh 0'1° 11' 33" East, 24 OU feet;
THENCE Nojttt 88° 33" 1Q" WeSE, 259.14 fBBt;
THENCE Norfh 43° 35' 07' Weat, 42.11 feet;
THENCE North 88° 49' 14" West, 20.00 feet;
THENCE Snuth ot ° 14' q6" West, 25.78 feet;
THENCE South 44° 460 tHi' East, 3512 feet; '
THENCE South 89° 33' 10" East, 283.65 ieet to the PCIIN7' t3F REGINNING.
~
0
~
~
C-11L
cg+
C=
c14
e~a
Project Narna: Baelttg Aubum Plant
Auguoti,zoax
3twQfjss
1 00841.031,doc
EXtiiSCT "H"
LEGAL t?ESGRtP710N
PRAPASED 20-F40T STQRM ORAIIUAGH EASEMEiVT
Ali those pdrhons of Lot i of City of Auburn t.ot Lina Adjustment No L1A02-Op1S, as recatded
under Reaordmg No 20420725001832, Recards of King County, Washington, rnore particulariy
descrlbed as iollnws.
A stdp of land, 20 feet in wtd;h, ying 90 ieet on each atde of ihe foitowmg descr(bed easement
centerhne..
COMMENC1NG at the Sontheast aarner of Sec6vn 25, Townshlp 21 Narth, Range 4 East,
llVillamatte Mertdian. King County, Washmgton;
TNENCE Nvrlh 89° 33' 10" West, afong the Saath Iine tst the Southeast quarter of said Section, a
dtstance of 619 40 feet
THENCE Ndrth 00° 28' 60" East, 20.00 feel,
7HEiVCE Nprth 89° 33' 10'" Weai,1314.29 feat to the PdtN'C oF BEGINNi3JG;
THEiVCE North 01 ° 40' 48' WeBt, 185145 feet ta !he North (ine of said Loi 9 attd th8 terminus of
ihe herern describad eaaernent centerline
~
aa
~
0
~
cv
~
0
crt
•o
. cr
C-i
ProJect Name Boemg Auburn Planl
August1,2a02
Rwt3ryss
i0094f.033 dop.
EXHIBIT C
AGREEMENT
REGARDING DRAINAGE AGREEMENT
This AGREEMENT ("Agreement") is entered into as of the _ day of
, 2010, by and between the CITY OF AUBURN, a Washington
Municipal Corporation ("City") and SAFEWAY INC., a Delaware Corporation
("Safeway").
RECITALS
A. Safeway is the owner of certain real property and all improvements thereon (the
"Safeway Property") located in the City of Auburn, County of King, Washington, which
is legally described on Exhibit A attached hereto.
B. Simultaneously with the execution hereof, City is acquiring from Safeway a certain
portion of the Safeway Property (the "Acquired Property"). The Acquired Property is
legally described on Exhibit B attached hereto. City intends to develop and use the
Acquired Property in conjunction with its use and development of one or more properties
adjacent thereto, which adjacent properties are more particularly described in Exhibits C
and D attached hereto. All properties at any time used or developed in connection with
the Acquired Property are herein referred to as the "City Properties."
C. The Safeway Property, including the Acquired Property, is subject to a Drainage
Agreement (the "Drainage Agreement") entered into between Safeway and the Boeing
Company (`Boeing") dated September 18, 2002, which was recarded in the real property
records of King County, Washington as Instrument No. 20020920001615.
D. As contemplated in Section 1.4 of the Drainage Agreement, successors in interest to
the properties governed thereby shall be subject to its terms, but may allocate or delegate
between themselves the obligations that run with their respective properties. The parties
wish hereby to establish their respective obligations under the Drainage Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Safeway and the City agree as follows:
1. Defined Terms Capitalized terms used herein without definition shall have the
meanings given them in the Drainage Agreement.
2. Cost Allocation.
(a) Except for the obligations expressly assumed by Safeway herein, the parties
agree that the City's share of any costs or expenses owed by the Owner of the Safeway
Property pursuant to the Drainage Agreement shall be one percent (1%) of the costs
City of Auburn/Safeway Agreement
Page 1 of 8
EXHIBIT C
associated with the Safeway property as a whole; provided, that for purposes of Section
4.5 (Indemnification) of the Drainage Agreement, each party's responsibility shall be to
pay such costs as are associated with the Property that it owns.
(b) Safeway agrees to pay, without contribution from the City, all costs incurred
by Safeway in connection with (i) regular maintenance of the East Ditch, of the nature
and cost historically performed and paid for by Safeway to date under the Drainage
Agreement, and (ii) regular maintenance of the Government Canal performed by the
Owner of the Boeing Property and billed to the Owner of the Safeway Property, of the
nature and cost historically billed to Safeway by Boeing to date under the Drainage
Agreement.
3. Drainaize of the City Pro erties.
As recited in the Drainage Agreement, the Safeway Property includes certain
appurtenant drainage easement rights, which rights were created pursuant to an
instrument recorded under Recording No. 7412260129, as described in Exhibit E to the
Drainage Agreement (the "Drainage Easement"). The conveyance of the Acquired
Property to the City does not include the Drainage Easement or any part thereof, all of
which are hereby disclaimed by the City. The City shall design and construct all
improvements on the Acquired Property and City Properties in such a manner as to not
allow storm or surface waters from the Acquired Property or City Properties to enter
the drainage systems described in the Drainage Agreement, absent an agreement from
the owner(s) or beneficiaries of the affected system (Safeway and Boeing as to the East
Ditch, Boeing as to the balance). Without limiting the foregoing, the City Properties
shall not divert or otherwise allow storm or surface waters to drain into any wetlands
areas, into any Boeing Canals, into the East Ditch or the Government Canal. Without
limiting the foregoing, the City shall observe the requirements of Sections 3.1 and 3.2
of the Drainage Agreement. Notwithstanding the foregoing, nothing herein shall
prohibit the City from continuing its existing use of storm drainage facilities serving the
City Property and unrelated to the Drainage Agreement, and/or making an agreement
with Boeing for the additional use of Boeing's Government Canal for the City's
drainage purposes.
4. Assumption and Acknowledgement bv the City.
The City acknowledges and agrees to be bound by all the terms and conditions of the
Drainage Agreement, including without limitation those matters set forth in Section 4,
Environmental Matters.
5. Dispute Resolution and Remedies
The dispute resolution and remedies provisions of the Drainage Agreement, set forth in
Sections 6(Default Resolution Procedure) and 7.16 (Waiver of Jury Trial) shall apply to
this Agreement and are incorporated herein by reference.
City of Auburn/Safeway Agreement
Page 2 of 8
EXHIBIT C
6. Agreement to Run with the Land
The obligations of Safeway and the City under this Agreement shall be binding upon, and
the rights of Safeway and the City under this Agreement shall inure to the benefit of, the
successors in title to and the lessees and occupants of the Safeway Property and the City
Properties, respectively.
7. Notice
All notifications under this Agreement shall be sent to the parties by an established
delivery service that maintains records of delivery, or shall be delivered by hand to the
following addresses, or to any address a party may designate:
To Safeway: Safeway Inc.
1121 124th Ave NE
Bellevue, WA 98005
Attn: Real Estate Director
With Copies to: Safeway Inc.
Real Estate Law
5918 Stoneridge Mall Rd.
Pleasanton CA 94588-3229
Re: Auburn Distribution Center
To City of Auburn: City of Auburn
25 W. Main St.
ATTN: Facilities Management
Auburn, WA 98001
With Copies to: City of Auburn
25 W. Main St.
ATTN: City Attorney
Auburn, WA 98001
8. Construction
The parties agree that they have each been represented by counsel of their choosing and
that they have had equal say in drafting this Agreement. Therefore, this Agreement shall
be interpreted in accordance with general rules of construction and not against either
party as the drafter.
9. V enue
Venue for the resolution of any disputes under this Agreement shall be in the Superior
Court for King County, Washington. All other dispute resolution provisions of the
Drainage Easement remain in full force and effect.
City of Auburn/Safeway Agreement
Page 3 of 8
EXHIBIT C
10. Severabilitv
In the event that any provision of this Agreement is found to be unenforceable, the
remainder of the Agreement shall remain valid and enforceable.
11. Entire Agreement
This Agreement, including all exhibits hereto, supersedes any prior agreements,
negotiations, and communications, oral or written, related to this subject matter and
contains the entire agreement between the parties with respect to this subject matter.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date noted
above.
CITY OF AUBURN
By:
Peter B. Lewis, Mayor
Attest:
SAFEWAY INC.
By:
Its Assistant Vice-President
By:
Its Assistant Secretary
Dani Daskam, City Clerk
A
iel B. Heid, Ci
City of Auburn/Safeway Agreement
Page 4 of 8
EXHIBIT C
EXHIBIT "A"
THAT PORTION OF THE EAST HALF OF SECTION 25, TOWNSHIP
21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, KING
COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED
AS FOLLOWS;
LOT 1 OF THE CITY OF AUBURN LOT LINE ADJUSTMENT NO.
LLA02-0015, AS RECORDED UNDER KING COUNTY RECORDING
NO. 20020725001632.
City of Auburn/Safeway Agreement
Page 5 of 8
EXHIBIT C
EXHIBIT "B"
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 25,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE
MERIDIAN, KING COUNTY, WASHINGTON, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
THE NORTH 430 FEET OF LOT 1 OF THE CITY OF AUBURN LOT
LINE ADJUSTMENT NO. LLA02-0015, AS RECORDED UNDER
RECORDING NO. 20020725001632, RECORDS OF SAID COUNTY,
AS MEASURED PERPENDICULAR TO THE MOST NORTHERLY
LINE OF SAID LOT 1, SAID MOST NORTHERLY LINE BEARING
SOUTH 89° 12' 14" EAST, A DISTANCE OF 57.79 FEET.
SAID PROPERTY BEING A PORTION OF K1NG COUNTY
ASSESSOR'S TAX PARCEL NO. 2521049096.
City of Auburn/Safeway Agreement
Page 6 of 8
EXHIBIT C
EXHIBIT "C"
LEGAL DESCRIPTION U S GOVERNMENT SEVERANCE PARCEL A
A PARCEL OF U.S. GOVERNMENT LAND WITHIN THE NORTHEAST QUARTER
OF SECTION 25, TOWNSHIP 21 NORTH, RANGE 4 EAST W.M., SAID PARCEL
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTER OF SAID SECTION 25 AS MONUMENTED BY
AN EXISTING BRASS DISC, FROM WHICH POINT THE WEST QUARTER
CORNER OF SAID SECTION BEARS NORTH 89°11'20" WEST 2599.20 FEET
DISTANT AND FROM WHICH POINT THE SOUTH QUARTER CORNER OF SAID
SECTION BEARS SOUTH O 10 10'46" WEST 2642.32 FEET DISTANT;
THENCE NORTH O 10 10'46" EAST A DISTANCE OF 50.01 FEET;
THENCE SOUTH 89°11'20" EAST, A DISTANCE OF 121.20 FEET TO THE
BEGINNING OF A 603.11 FOOT RADIUS CURVE TO THE LEFT;
THENCE EASTERLY ALONG SAID CURVE, AN ARC DISTANCE OF 336.65
FEET, THROUGH A CENTRAL ANGLE OF 31 °58'S5";
THENCE NORTH 58°49'45" EAST A DISTANCE OF 547.73 FEET TO THE TRUE
POINT OF BEGINNING, SAID POINT LIES SOUTH 01°10'37" EAST 5634.74 FEET
DISTANT FROM A 6" X 6" CONCRETE MONUMENT ON THE SOUTH MARGIN
OF AN EASEMENT FOR 15TH STREET SOUTHWEST RIGHT-OF-WAY
CONVEYED TO THE CITY OF AUBURN BY INSTRUMENT RECORDED UNDER
RECORDING NUMBER 6160979;
THENCE NORTH 01°10'37" WEST A DISTANCE OF 671.78 FEET;
THENCE NORTH 88051'31" EAST A DISTANCE OF 333.47 FEET;
THENCE SOUTH 0 1 008'29" EAST A DISTANCE OF 14.47 FEET;
THENCE NORTH 88°42'23" EAST A DISTANCE OF 527.94 FEET;
THENCE SOUTH 01°17'37" EAST A DISTANCE OF 2.58 FEET;
THENCE SOUTH 89°06'10" EAST A DISTANCE OF 22.29 FEET TO THE SOUTH
LINE OF SAID U.S. GOVERNMENT LAND AND A NON-TANGENT CURVE, THE
CENTER OF WHICH BEARS NORTH 68046'5 1" WEST 603.11 FEET DISTANT;
THENCE SOUTHWESTERLY ALONG SAID CURVE 395.89 FEET THROUGH A
CENTRAL ANGLE OF 37°36'36";
THENCE SOUTH 58°49'45" WEST A DISTANCE OF 724.60 FEET TO THE TRUE
POINT OF BEGINNING.
SITUATE IN KING COUNTY, WASHINGTON
CONTAINING 350,257 SQ. FT./ 8.04 ACRES.
City of Auburn/Safeway Agreement
Page 7 of 8
EXHIBIT C
EXHIBIT "D"
LEGAL DESCRIPTION U S GOVERNMENT SEVERANCE PARCEL B
A PARCEL OF U.S. GOVERNMENT LAND WITHIN THE NORTHEAST QUARTER
OF SECTION 25, TOWNSHIP 21 NORTH, RANGE 4 EAST W.M., SAID PARCEL
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTER OF SAID SECTION 25 AS MONUMENTED BY
AN EXISTING BRASS DISC, FROM WHICH POINT THE WEST QUARTER
CORNER OF SAID SECTION BEARS NORTH 89°11'20" WEST 2599.20 FEET
DISTANT AND FROM WHICH POINT THE SOUTH QUARTER CORNER OF SAID
SECTION BEARS SOUTH Ol ° 10'46" WEST 2642.32 FEET DISTANT;
THENCE NORTH O l° 10'46" EAST A DISTANCE OF 50.01 FEET;
THENCE SOUTH 89°11'20" EAST, A DISTANCE OF 121.20 FEET TO THE
BEGINNING OF A 603.11 FOOT RADIUS CURVE TO THE LEFT;
THENCE EASTERLY ALONG SAID CURVE, AN ARC DISTANCE OF 336.65
FEET, THROUGH A CENTRAL ANGLE OF 31 °58'S5";
THENCE NORTH 58°49'45" EAST A DISTANCE OF 547.73 FEET TO A POINT
WHICH LIES SOUTH 01°10'37" EAST 5634.74 FEET DISTANT FROM A 6" X 6"
CONCRETE MONUMENT ON THE SOUTH MARGIN OF AN EASEMENT FOR
15TH STREET SOUTHWEST RIGHT-OF-WAY CONVEYED TO THE CITY OF
AUBURN BY INSTRUMENT RECORDED UNDER RECORDING NUMBER
6160979;
THENCE NORTH 01°10'37" WEST A DISTANCE OF 671.78 FEET;
THENCE NORTH 88051'31 " EAST A DISTANCE OF 333.47 FEET;
THENCE SOUTH 01°08'29" EAST A DISTANCE OF 14.47 FEET;
THENCE NORTH 88°42'23" EAST A DISTANCE OF 527.94 FEET;
THENCE SOUTH 0 1 ° 17'37" EAST A DISTANCE OF 2.58 FEET;
THENCE SOUTH 89°06'10" EAST A DISTANCE OF 22.29 FEET TO THE SOUTH
LINE OF SAID U.S. GOVERNMENT LAND AND A NON-TANGENT CURVE, THE
CENTER OF WHICH BEARS NORTH 68046'51" WEST 603.11 FEET DISTANT;
THENCE NORTHEASTERLY ALONG SAID CURVE 3.71 FEET THROUGH A
CENTRAL ANGLE OF 0°21'10";
THENCE NORTH 88°42'23" EAST A DISTANCE OF 158.07 FEET TO THE TRUE
PO1NT OF BEGINNING;
THENCE NORTH °88°42'23" EAST A DISTANCE OF 73.72 FEET TO THE WEST
RIGHT-OF-WAY OF "C" STREET SOUTHWEST;
THENCE SOUTH 01°10'47" EAST, ALONG SAID RIGHT-OF-WAY A DISTANCE
OF 414.25 FEET;
THENCE NORTH 11°16'27" WEST A DISTANCE OF 420.61 FEET TO THE TRUE
POINT OF BEGINNING.
SITUATE IN KING COUNTY WASHINGTON
CONTAINING 15269 SQ. FT./ 0.35 ACRES.
City of Auburn/Safeway Agreement
Page 8 of 8