HomeMy WebLinkAboutAG 21-133 - HILLSIDE PLAZA ASSOCIATES SETTLEMENTi RETURN TO: EXT:
i CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I
1. ORIGINATING DEPT./DIV: Law
2. ORIGINATING STAFF PERSON. Ryan Call EXT: 3. DATE REQ. BY:_
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(6G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
A OTHER Settlement Agreement
5. PROJECT NAME: Hillside Plaza Associates LLC - Settlement Agreement
6.
NAME OF CONTRACTOR: HII side Plaza AsOciates, LLC
ADDRESS: 1( W tC.
TELEPHONE
E-MAIL: DlLr717
FAX:
SIGNATURE NAME:
TITLE_
7.
EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION
❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES
❑ PRIOR CONTRACT/AMENDMENTS
8.
TERM: COMMENCEMENT DATE: Iy1 COMPLETION
DATE:+X Q �IVI►
9.
TOTAL COMPENSATION $ 600.000.00
(INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: DYES ONO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES IDNO 1F YES, $
PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT
(SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: N/A
10.
DOCUMENT/CONTRACT REVIEW INITIAL /D TE VIEW 'D
INITIAL/ DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR—
❑ RISK MANAGEMENT (IF APPLICABLE)
'A LAW 811012021 Ryan
11.
COUNCILAPPROVAL(IFAPPLICABLE) COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE: 8/10/2021
12. CONTRACT SIGNATURE ROUTING
A SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: 7/23/2021
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
A LAW DEPARTMENT _
A SIGNATORY (MAYOR OR DIRECTOR)
A CITY CLERK
A ASSIGNED AG# U7 AG
COMMENTS:
Termination of Operation & Easement (OEA) Recorded 08/19/2021 - 20190819001313 (note by JEM)
R7atinmrnl Facamanr AnrFPrnPnt i . x Recorded 08/19/2021 - 20190819001258 irnnte by JEM1 : ..
2/2017
CR 2A SETTLEMENT AGREEMENT
City of Federal Way v. Hillside Plaza Associates LLC
King County Superior Court Cause No. 20-2-15142-4 KNT
King County Tax Parcel No. 092104-9053
This CR 2A SETTLEMENT AGREEMENT (this "AAreemgnt") is made and entered into by and
between the CITY OF FEDERAL WAY, a Washington municipal corporation (the "C"), and HILLSIDE
PLAZA ASSOCIATES LLC, a Washington limited liability company ("HPA" and, together with the City,
the "Parties").
RECITALS
A. The City owns certain contiguous parcels of real property identified by King County Tax
Parcel Number 857500-0020 and legally described on Exhibit A attached hereto (the "Vacant Parcel"), and
King County Tax Parcel Number 092104-9017 and legally described on Exhibit B attached hereto (the
"Target Parcel" and, together with the Vacant Parcel, the "City Parcels').
B. HPA owns certain real property identified by King County Tax Parcel Number 092104-
9053 and legally described on Exhibit C attached hereto (the "developer Parcel").
C. The City Parcels and the Developer Parcel are encumbered by that certain Operation and
Easement Agreement dated December 19, 1986, and recorded in the real property records of King County,
Washington under recording number 8612191598 (the "Original QEA '). The Original OEA was amended,
modified, and supplemented by (i) that certain Amendment No. 1 to Operation and Easement Agreement
dated April 7, 1987, and recorded in the real property records of King County, Washington under recording
number 8704071270 (the "First Amendment"); (ii) that certain Termination and Release of Purchase Option
Rights dated July 6, 2005, and recorded in the real property records of King County, Washington under
recording number 20050718000838 (the "Option Termination"); (iii) that certain Termination of Operation
and Easement Agreement (as to Lot 3 only) dated December 17, 2010, and recorded in the real property
records of King County, Washington under recording number 20101222000936 (the "Lot 3 Termination");
and (iv) that certain Second Amendment to Operation and Easement Agreement dated December 22, 2010,
and recorded in the real property records of King County, Washington under recording number
20101222000937 (the "Second AmendmenC'). The Original OEA, as amended, modified, and
supplemented by the First Amendment, the Option Termination, the Lot 3 Termination, and the Second
Amendment, is referred to herein as the "OEA."
D. The City has commenced the above -entitled litigation, pursuant to the exercise of its power
of eminent domain, to extinguish the OEA, and all rights and obligations of the City and HPA thereunder,
to facilitate development of the City Parcels for certain public purposes more particularly described in
Ordinance No. 20-895 adopted by the City Council of the City of Federal Way on or about September 1,
2020 (collectively, the "Condemnation").
E. HPA has agreed, in lieu of the extinguishment of the OEA by the Condemnation, to
voluntarily terminate the OEA in its entirety, provided that each of the terms and conditipns set forth herein
have been satisfied.
{04353722.DOCX;1 1
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NOW, THEREFORE, the Parties have agreed to settle the above -entitled litigation as follows:
1. Settlement Amount. Within five (5) business days after satisfaction of each of the conditions
precedent set forth in Section 2 below, the City agrees to pay to HPA, by cash, check or wire
transfer of immediately available funds, the sum of Six Hundred Thousand and No/100 Dollars
($600,000.00) in just compensation (such amount, the "Settlement Amount") for the termination
of the OEA in its entirety. The Settlement Amount includes all compensation owed by the City
based on the voluntary termination of the OEA and includes any claims of reimbursement (such as,
but not limited to, expert and attorneys' fees and costs) associated with the Condemnation.
2. Conditions Precedent to Funding of Settlement Amount. The payment of the Settlement
Amount as provided in Section I above is conditioned upon the satisfaction of each ofthe following
conditions precedent on or before 5:00 p.m. Pacific Time on that certain day that is thirty (30) days
after the date of this Agreement:
(a) Termination of OEA. HPA shall execute and deliver to the City that certain Termination
of Operation and Easement Agreement in the form attached hereto as Exhibit D (the
"Termination"), which Termination evidences the Parties' agreement to voluntarily
terminate the OEA in its entirety.
(b) Reci Local Easement A , Bement. HPA shall execute and deliver to the City that certain
Reciprocal Easement Agreement in the form attached hereto as Exhibit E (the
"Easement"), pursuant to which the Parties will grant each other rights of access over and -
across, and assign responsibility for the maintenance and repair of, South 314th Street, and
address certain matters pertaining to the potential redevelopment of the City Parcels and
the Developer Parcel, each as more particularly described therein.
3. Recording of Termination and Easement. Within thirty (30) days following satisfaction of each
of the conditions precedent set forth in Section 2 above, the City shall execute and acknowledge
the Termination and the Easement and cause the Termination and the Easement to be recorded in
the real property records of King County, Washington.
4. Covenant to Cooperate; Non -Satisfaction of Conditions Precedent. The Parties agree to
execute all other documents necessary to effectuate this Agreement (including, without limitation,
any documents which may be required pursuant to effectuate the recording of the Termination and
the Easement pursuant to Section 3 above), conclude the pending Condemnation, and terminate the
OEA in its entirety. Notwithstanding anything herein to the contrary, HPA acknowledges and
agrees that, in the event the conditions precedent set forth in Section 2 above are not timely
satisfied, or otherwise waived or deferred by the City in the City's sole and absolute discretion, the
City will pursue the Condemnation for termination of the OEA. Nothing herein shall be construed
to impose any obligation on the City to suspend the Condemnation to provide time for HPA to
satisfy its obligations hereunder.
5. Successors and Assigns. The terms, covenants, and conditions contained in this Agreement shall
be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
(04353722.DOCX;1) CR 2A SETTLEMENT AGREEMENT - 2
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6. Authority. The City represents and warrants that the person signing on behalf of the City is duly
authorized to execute and deliver this Agreement, and upon execution and delivery, this Agreement
shall be binding upon the City in accordance with its terms. HPA represents and warrants that the
person signing on behalf of HPA is duly authorized to execute and deliver this Agreement, and
upon execution and delivery, this Agreement shall be binding upon HPA in accordance with its
terms.
[Signatures on Next Page]
{04353722,DOCX;7 } CR 2A SETTLEMENT AGREEMENT - 3
606125-0052/4844-4526-8706.7
DATED this _L day of 2021.
CITY OF FEDERAL WAY HILLSIDE PLAZA ASSOCIATES LLC
By:
By:
Na rR l
Name:
Title: OM
Title:
Date:
Date:
MILLER NASH GRAHAM & DUNN LLP CAIRNCROSS & HEMPELMANN PS
By: By:
Matthew R. Hansen, WSBA# 36631 Stephen P. VanDerhoef, WSBA# 20088
Attorney for Petitioner the City of Attorney for Respondent Hillside Plaza
Federal Way Associates LLC
List of Exhibits: Exhibit A Legal Description of the Vacant Parcel
Exhibit B Legal Description of the Target Parcel
Exhibit C Legal Description of the Developer Parcel
Exhibit D Form of Termination
Exhibit E Form of Easement
SIGNATURE PAGE TO CR 2A SETTLEMENT AGREEMENT
DATED this k!q day of TALA , 2021.
CITY OF FEDERAL WAY
By:
Name:
Title:
Date:
MILLER NASH GRA H A. D , LLP
By:
M tthe R. Hanse , WSBA 36631
Attorney for Petitioner the City of
Federal Way
HILLSIDE PLAZA ASSOCIATES LLC
By: " l
Name: SkD-v, Q-n:5a
Title:
Date: -� [ ! z 1
CAIRNCROSS & HE PEL NN PS
By:
Stephen P. Vance o , WSBA# 20088
Attorney for Respdlidenl Hillside Plaza
Associates LLC
List of Exhibits: Exhibit A
Legal Description of the Vacant Parcel
Exhibit B
Legal Description of the Target Parcel
Exhibit C
Legal Description of the Developer Parcel
Exhibit D
Form of Termination
Exhibit E
Form of Easement
SIGNATURE PAGE TO CR 2A SETTLEMENT AGREEMENT
EXHIBIT A
TO
CR 2A SETTLEMENT AGREEMENT
l c,ai Description of the Vacart Parcel
THAT PORTION OF LOT 3A AS SHOWN ON CITY OF FEDERAL WAY BLA 16-104921-000-SU,
LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, CITY OF FEDERAL WAY,
KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING NO.20170613900004, BEING
A PORTION OF LOTS 3 AND 4, KING COUNTY LOT LINE ADJUSTMENT APPLICATION NO.
8611006, AND AS DESIGNATED ON SURVEY RECORDED UNDER RECORDING NO.8612129019,
IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 3A; THENCE SOUTH 01 °29' 05" WEST
ALONG THE EAST LINE OF SAID LOT 3A A DISTANCE OF 465.00 FEET; THENCE NORTH
88018' 18" WEST ALONG THE SOUTH LINE OF SAID LOT 3A A DISTANCE OF 191.00 FEET;
THENCE NORTH 01029'05" EAST A DISTANCE OF 286.01 FEET; THENCE SOUTH 88°18'18"
EAST A DISTANCE OF 43.50 FEET; THENCE NORTH 01°29'05" EAST A DISTANCE OF 178.99
FEET TO A POINT ON THE NORTH SIDE OF LOT 3A; THENCE SOUTH 88°18' 18" EAST ALONG
SAID NORTH LINE A DISTANCE OF 147.50 FEET TO THE POINT OF BEGINNING.
CONTAINING 81,028 SQUARE FEET (1.86 ACRES), MORE OR LESS.
{04353722.DOCX;1 } EXHIBIT A TO CR 2A SETTLEMENT AGREEMENT -1
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EXHIBIT B
TO
CR 2A SETTLEMENT AGREEMENT
Legal Description of the Target Parcel
THAT PORTION OF LOT 4A AS SHOWN ON CITY OF FEDERAL WAY BLA 16-104921-000-SU,
LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, CITY OF FEDERAL WAY,
KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING NO.20170613900004, BEING
A PORTION OF LOT 4, KING COUNTY LOT LINE ADJUSTMENT APPLICATION NO. 8611006,
AND AS DESIGNATED ON SURVEY RECORDED UNDER RECORDING NO. 8612129019,
EXCLUDING A PORTION DESCRIBED IN RIGHT-OF-WAY DEDICATION DEED RECORDING
NO.20180125000237, IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 4A; SAID POINT ALSO BEING THE
NORTHEAST CORNER OF LOT 3A; THENCE SOUTH 88018' 18" EAST ALONG SAID NORTH LINE
A DISTANCE OF 465.50 FEET; THENCE SOUTH 01°29'05" WEST ALONG THE EAST LINE OF
SAID LOT 4A A DISTANCE OF 504.87 FEET TO A POINT OF CURVATURE; THENCE ON A
CURVE TO THE RIGHT 55.11 FEET ALONG THE ARC OF A CURVE WHOSE RADIUS IS 35.00
FEET AND WHOSE CHORD BEARS SOUTH 90012'37" WEST TO A POINT; THENCE NORTH
88018'18" WEST ALONG THE SOUTH LINE OF SAID LOT 4A A DISTANCE OF 421.37 FEET;
THENCE NORTH 01029'05" EAST ALONG SAID WEST LINE OF SAID LOT 4A A DISTANCE OF
540.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 243,993 SQUARE FEET (5.60 ACRES), MORE OR LESS.
(04353722.DOCX;1 } EXHIBIT B TO CR 2A SETTLEMENT AGREEMENT -1
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EXHIBIT C
TO
CR 2A SETTLEMENT AGREEMENT
Legal Description of the Developer Parcel
THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 21 NORTH,
RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 9;
THENCE ALONG THE EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 1,313.36 FEET TO THE
NORTHWEST CORNER OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER;
THENCE ALONG THE WESTERLY LINE THEREOF SOUTH 000 11' 33" EAST 329.98 FEET;
THENCE PARALLEL WITH SAID EASTIWEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 30.00 FEET TO
THE EASTERLY MARGIN OF 20TH AVENUE SOUTH, AS CONVEYED TO KING COUNTY BY DEED RECORDED JANUARY 2[I,
1978 UNDER RECORDING NUMBER 7801200908, AND THE TRUE POINT OF BEGINNING;
THENCE PARALLEL WITH SAID EASTIWEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 626.11 FEET TO
THE WEST LINE OF LOT 1 OF KING COUNTY SHORT PLAT NUMBER 477044, RECORDED UNDER RECORDING NUMBER
7710130857;
THENCE ALONG SAID WEST LINE SOUTH 000 05' 36" EAST 12.01 FEET TO THE SOUTHWEST CORNER THEREOF;
THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 1 SOUTH 890 51' 28" FAST 298.{15 FEET TO THE WESTERLY
MARGIN OF 231ZD AVENUE SOUTH, AS CONVEYED TO KING COUNTY BY DEED RECORDED SEPTEMBER 23, 1977 UNDER
RECORDING NUMBER 7709230613;
THENCE ALONG SAID WESTERLY MARGIN SOUTH 000 02' 38" EAST 409.60 FEET;
THENCE NORTH 89" 50' 01" WEST 923.08 FEET TO THE EASTERLY MARGIN OF 20TH AVENUE SOUTH;
THENCE ALONG SAID EASTERLY MARGIN NORTH 000 11' 33" WEST 421.23 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT 2, KING COUNTY LOT LINE ADJUSTMENT NUMBER 8611006, FILED AS A SURVEY IN VOLUME 52
OF SURVEYS, PAGE 220, AND RECORDED UNDER RECORDING NUMBER 8612129019).
{04353722.DOCX;1 } EXHIBIT C To CR 2A SETTLEMENT AGREEMENT -1
606125-005214844-4526-8706.7
Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-1 of 8
Record Date:8/19/20213:37 PM
Electronically Recorded King County, WA EXCISE TAX NOT REQUIRED BY APRIL BI
EXHIBIT D
TO
CR 2A SETTLEMENT AGREEMENT
WHEN RECORDED RETURN TO:
City of Federal Way
33325 8th Avenue South
Federal Way, WA 98003
Attn: Public Works Director
TERMINATION OF OPERATION AND EASEMENT AGREEMENT
Grantors:
Grantees:
Legal Description:
Reference Nos. of
Related Documents:
Tax Parcel
Account Numbers:
{04353722.DOCX;1 }
CITY OF FEDERAL WAY
HILLSIDE PLAZA ASSOCIATES LLC
CITY OF FEDERAL WAY
HILLSIDE PLAZA ASSOCIATES LLC
Vacant Parcel: LOT 3B OF TCHI BINDING SITE PLAN OF
RECORDING #20170707900001
Target Parcel: LOT 4A CITY OF FEDERAL WAY BOUNDARY LINE
ADJUSTMENT NO. 16-104921-00-SU RECORDING NO
20170613900004 (BEING A PORTION OF NE QTR SW
QTR STR 09-21-04) EXC PORTION DESCRIBED IN
RIGHT OF WAY DEDICATION DEED RECORDING
NO 20180125000237
Developer Parcel: POR OF N/E 1/4 OF SW 1/4 SEC 9, TNWSP 21 N,
RANGE 4 E, W.M., KING COUNTY, WA, a/k/a LOT 2,
KING CO LOT LINE ADJ NO. 8611006
See Exhibits A- B. and C for complete legal descriptions.
8612191598,8704071270,20050718000838,20101222000936,and
20101222000937
Vacant Parcel: 857500-0020
Target Parcel: 092104-9017
Developer Parcel: 092104-9053
TERMINATION OF OPERATION AND EASEMENT AGREEMENT -1
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Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-2 of 8
Record Date:8/19/20213:37 PM King County, WA
TERMINATION OF OPERATION AND EASEMENT AGREEMENT
This TERMINATION OF OPERATION AND EASEMENT AGREEMENT (this "Termination') is
made by and between the CITY OF FEDERAL WAY, a Washington municipal corporation (the "W ),
and HILLSIDE PLAZA ASSOCIATES LLC, a Washington limited liability company ("EPA" and,
together with the City, the "Parties").
RECITALS
A. The City owns certain contiguous parcels of real property identified by King County Tax
Parcel Number 857500-0020 and legally described on Exhibit A attached hereto (the "Vacant Parcel"), and
King County Tax Parcel Number 092104-9017 and legally described on Exhibit B attached hereto (the
" Target Parcel" and, together with the Vacant Parcel, the "City Parcels").
B. HPA owns certain real property identified by King County Tax Parcel Number 092104-
9053 and legally described on Exhibit C attached hereto (the "Developer Parcel").
C. The City Parcels and the Developer Parcel are encumbered by that certain Operation and
Easement Agreement dated December 19, 1986, and recorded in the real property records of King County,
Washington under recording number 8612191598 (the "Original OEA"). The Original OEA was amended,
modified, and supplemented by (1) that certain Amendment No. 1 to Operation and Easement Agreement
dated April 7, 1987, and recorded in the real property records of King County, Washington under recording
number 8704071270 (the "First Amendment"); (ii) that certain Termination and Release of Purchase Option
Rights dated July 6, 2005, and recorded in the real property records of King County, Washington under
recording number 20050718000838 (the "Option Termination")-, (iii) that certain Termination of Operation
and Easement Agreement (as to Lot 3 only) dated December 17, 2010, and recorded in the real property
records of King County, Washington under recording number 20101222000936 (the `Ut 3 Termination");
and (iv) that certain Second Amendment to Operation and Easement Agreement dated December 22, 2010,
and recorded in the real property records of King County, Washington under recording number
20101222000937 (the "Second Amendment"). The Original OEA, as amcnded, modified, and
supplemented by the First Amendment, the Option Termination, the Lot 3 Termination, and the Second
Amendment, is referred to herein as the "OEA."
D. The Parties have entered into that certain CR 2A Settlement Agreement dated August 16,
2021, pursuant to which they have agreed, as the current owners of the City Parcels and the Developer
Parcel (i.e., all of the parcels of real property encumbered by the OEA), to terminate the OEA in its entirety.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (constituting one
hundred percent (100%) of the owners of the real property encumbered by the OEA) hereby agree that the
OEA is terminated in its entirety and shall be of no further force or effect. Without limiting the generality
of the foregoing, and notwithstanding anything in the OEA to the contrary (including, without limitation,
Section 7.1 of the OEA), all rights and obligations of the Parties under the OEA, and all easements and
other rights for the benefit of and/or burdened by the City Parcels and the Developer Parcel, shall be
{04353722.DOCX;1 } TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 2
606125-0052J4844-4526-8706.7
Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-3 of 8
Record Date:8/19/20213:37 PM King County, WA
terminated in their entirety, and, upon recordation of this Termination in the real property records of King
County, Washington, the OEA shall be terminated, of no further force and effect and shall no longer be an
encumbrance on the City Parcels or the Developer Parcel. This Termination may be executed in
counterparts.
[remainder ojpage intentionally left blank; signature pages follow]
{ 04353722.DOCX;1 } TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 3
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Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-4 of 8
Record Date:8/19/20213:37 PM King County, WA
DATED as of the i `{%day of &u kst- , 2021.
CITY:
CITY OF FEDERAL WAY
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this d 4hday of AU 2021, before me, the undersigned, a Notary Public in and for the State of
Washington, personally peared JI // . to me known or shown through
satisfactory evidence to be the r- for the CITY OF FEDERAL WAY, a Washington
municipal corporation, and acknowledged to me that-soexecuted the foregoing instrument on behalf of
said party freely and voluntarily for the uses and purposes therein mentioned.
Witness my hand and official seal the day and year in this certificate first above written.
(Use this space for notarial stamp/seal)
(04353722 DOCX;I )
Sigh#nfe D • Cot
(Please print name legibly)
Notary Public in and for the St to of Washington
My commission expires D 27
TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 4
606125-005214844-4526-8706.7
Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-5 of 8
Record Date:8/19/20213:37 PM King County, WA
HPA:
HILLSIDE PLAZA ASSOCIATES LLC
By:
Name:
Title:
Date: I f .y
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this 13,�Iday of � d 2021, before me, the undersigned, a Notary Public in and for the State of
Washington, personally app ared , to me known or shown through
satisfactory evidence to be the for HILLSIDE PLAZA ASSOCIATES LLC, a
Washington limited liability company, and acl< owledged to me that s/he executed the foregoing instrument
on behalf of said party freely and voluntarily for the uses and purposes therein mentioned.
Witness my hand and official seal the day and year in this certificate first above written.
Slerm M Neville
Shta of W43h1VtM
MY+r P r r<oansrjaxa
+nkselve tvomber sesas7
(Use this space for notarial stamp/seal)
(04353722.DOCX;l )
(Signature)
tj
(Please print name legibly)
Notary Public in and for the State of Washington
My commission expires +q `Z O
TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 5
606125-005214844-4526-8706.7
Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-6 of 8
Record Date:8/19/20213:37 PM King County, WA
EXHIBIT A
TO
TERMINATION OF
OPERATION AND EASEMENT AGREEMENT
1.g al Description of the Vacant Parcel
THAT PORTION OF LOT 3A AS SHOWN ON CITY OF FEDERAL WAY BLA 16-10492 1 -000-SU,
LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, CITY OF FEDERAL WAY,
KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING NO.20170613900004, BEING
A PORTION OF LOTS 3 AND 4, KING COUNTY LOT LINE ADJUSTMENT APPLICATION NO.
8611006, AND AS DESIGNATED ON SURVEY RECORDED UNDER RECORDING NO.8612129019,
IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 3A; THENCE SOUTH 01°29'05" WEST
ALONG THE EAST LINE OF SAID LOT 3A A DISTANCE OF 465.00 FEET; THENCE NORTH
88018' 18" WEST ALONG THE SOUTH LINE OF SAID LOT 3A A DISTANCE OF 191.00 FEET;
THENCE NORTH 01029'05" EAST A DISTANCE OF 286.01 FEET; THENCE SOUTH 88°18'18"
EAST A DISTANCE OF 43.50 FEET; THENCE NORTH 01029'05" EAST A DISTANCE OF 178.99
FEET TO A POINT ON THE NORTH SIDE OF LOT 3A; THENCE SOUTH 88° 18' 18" EAST ALONG
SAID NORTH LINE A DISTANCE OF 147.50 FEET TO THE POINT OF BEGINNING.
CONTAINING 81,028 SQUARE FEET (1.86 ACRES), MORE OR LESS.
{ 04353722.DOCX;1 } TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 6
606125-005214844-4526-8706.7
Instrument Number: 20210819001313 Document:REAS Rec: $210.50 Page-7 of 8
Record Date:8/19/2021 3:37 PM King County, WA
EXHIBIT B
TO
TERMINATION OF
OPERATION AND EASEMENT AGREEMENT
Leal Description of the Target Parcel
THAT PORTION OF LOT 4A AS SHOWN ON CITY OF FEDERAL WAY BLA 16-10492 1 -000-SU,
LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, CITY OF FEDERAL WAY,
KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING NO.20170613900004, BEING
A PORTION OF LOT 4, KING COUNTY LOT LINE ADJUSTMENT APPLICATION NO. 8611006,
AND AS DESIGNATED ON SURVEY RECORDED UNDER RECORDING NO. 8612129019,
EXCLUDING A PORTION DESCRIBED IN RIGHT-OF-WAY DEDICATION DEED RECORDING
NO.20180125000237, IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 4A; SAID POINT ALSO BEING THE
NORTHEAST CORNER OF LOT 3A; THENCE SOUTH 88' 18' 18" EAST ALONG SAID NORTH LINE
A DISTANCE OF 465.50 FEET; THENCE SOUTH 01°29'05" WEST ALONG THE EAST LINE OF
SAID LOT 4A A DISTANCE OF 504.87 FEET TO A POINT OF CURVATURE; THENCE ON A
CURVE TO THE RIGHT 55.11 FEET ALONG THE ARC OF A CURVE WHOSE RADIUS IS 35.00
FEET AND WHOSE CHORD BEARS SOUTH 90012'37" WEST TO A POINT; THENCE NORTH
88018'18" WEST ALONG THE SOUTH LINE OF SAID LOT 4A A DISTANCE OF 421.37 FEET;
THENCE NORTH 01029'05" EAST ALONG SAID WEST LINE OF SAID LOT 4A A DISTANCE OF
540.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 243,993 SQUARE FEET (5.60 ACRES), MORE OR LESS.
104353722.DOCX;1 } TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 7
606125-005214844-4526-8706.7
Instrument Number• 20210819001313 Document:REAS Rec: $210.50 Page-8 of 8
Record Date:8/19/20213:37 PM King County, WA
EXHIBIT C
TO
TERMINATION OF
OPERATION AND EASEMENT AGREEMENT
Lrtal Description of the Developer Parcel
THAT PORTION OF THE (NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 21 NORTH,
RANGE 4 (EAST, W.M., IN KING COUNTY, WASH:INGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 9;
THENCE ALONG THE EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 1,313.36 FEET TO THE
NORTHWEST CORNER OF SAID NORTHEAST QUARTER OF THE SOl1THWEST QUARTER;
THENCE ALONG THE WESTERLY LINE THEREOF SOUTH 00° 11' 33" EAST 329.98 FEET;
THENCE PARALLEL WITH SAID EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 30.00 FEETTO
THE. EASTERLY MARGIN OF 20TH AVENUE SOUTH, AS CONVEYED TO KING COUNTY BY DEED RECORDED 3ANUARY 20,
1978 UNDER RECORDING NUMBER 7801200908, AND THE TRUE POINT OF BEGINNING;
THENCE PARALLEL WITH SAID EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 626.11 FEET TO
THE WEST (LINE OF LOT 1 OF KING COUNTY SHORT PLAT NUMBER 477044, RECORDED UNDER RECORDING NUMBER
7710130857;
THENCE ALONG SAID WEST LINE SOUTH 00° 0536" EAST 12.01 FEET TO THE SOUTHWEST CORNER THEREOF;
THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 1 SOUTH 890 51' 28" EAST 298.05 FEET TO THE WESTERLY
MARGIN OF 23RD AVENUE SOUTH, AS CONVEYED TO KING COUNTY BY DEED RECORDED SEPTEMBER 23, 1977 UNDER
RECORDING NUMBER7769230613,
THENCE ALONG SAID WESTERLY MARGIN SOUTH 000 02' 38" EAST 409.60 FEET;
THENCE NORTH 89° 50' 01" WEST923.08 FEETTO THE 'EASTERLY MARGIN OF20TH AVENUE SOUTH;
THENCE ALONG SAID EASTERLY MARGIN NORTH 000 11' 33" WEST 421.23 FEETTO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT 2, KING COUNTY LOT (LINE ADJUSTMENT NUMBER 8611006, FILED AS A SURVEY IN VOLUME 52
OF SURVEY'S, PAGE 220, AND RECORDED UNDER RECORDING NUMBER 8612129019).
104353722.DOCX;1 } TERMINATION OF OPERATION AND EASEMENT AGREEMENT - 8
606125-0052/4844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: $215.50 Page-1 of 13
Record Date:8/19/2021 3:22 PM
Electronically Recorded King County, WA EXCISE TAX NOT REQUIRED BY JAMES JUN, DEPUTY
EXHIBIT E
TO
CR 2A SETTLEMENT AGREEMENT
NO TAXABLE
� M
c CONSIDERATION
...... ...............................
WHEN RECORDED RETURN TO:
City of Federal Way
33325 8th Avenue South
Federal Way, WA 98003
Attn: Public Works Director
RECIPROCAL EASEMENT AGREEMENT
Grantors: CITY OF FEDERAL WAY
HILLSIDE PLAZA ASSOCIATES LLC
Grantees: CITY OF FEDERAL WAY
HILLSIDE PLAZA ASSOCIATES LLC
Legal Description: Vacant Parcel: LOT 3B OF TCIII BINDING SITE PLAN OF
RECORDING #20170707900001
TTamet Parcel: LOT 4A CITY OF FEDERAL WAY BOUNDARY LINE
ADJUSTMENT NO. 16-104921-00-SU RECORDING NO
20170613900004 (BEING A PORTION OF NE QTR SW
QTR STR 09-21-04) EXC PORTION DESCRIBED IN
RIGHT OF WAY DEDICATION DEED RECORDING
NO 20180125000237
HPA Parcel: POR OF N/E 1/4 OF SW 1/4 SEC 9, TNWSP 21 N,
RANGE 4 E, W.M., KING COUNTY, WA, a/k/a LOT 2,
KING CO LOT LINE ADJ NO. 8611006
See Exhibits A- B. and C for complete legal descriptions.
Reference Nos. of
Related Documents: N/A
Assessor's Tax Vacant Parcel: 857500-0020
Parcel Account Nos.: Target Parcel: 092104-9017
HPA Parcel: 092104-9053
{04353722.DOCX;1 } RECIPROCAL EASEMENT AGREEMENT - 1
606125-0052/4844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-2 of 13
Record Date:8/19/2021 3:22 PM King County, WA
RECIPROCAL EASEMENT AGREEMENT
This RECIPROCAL EASEMENT AGREEMENT (this `'Ap eement") is made and entered into as of
the 19t1 day of August , 2021, by and between the CITY OF FEDERAL WAY, a Washington
municipal corporation (the "City"), and HILLSIDE PLAZA ASSOCIATES LLC, a Washington limited
liability company ("HPA" and, together with the City, each a "Part 'and collectively the "Parties").
RECITALS
A. The City owns certain contiguous parcels of real property identified by King County Tax
Parcel Number 857500-0020 and legally described on. E.xhi i A attached hereto (the "Vacant Parcel"), and
King County Tax Parcel Number 092104-9017 and legally described on Exhibit B attached hereto (the
"Target Parcel" and, together with the Vacant Parcel, the "City Parcels").
B. HPA owns certain real property adjacent to the north of the City Parcels identified by King
County Tax Parcel Number 092104-9053 and legally described on Exhibit C attached hereto (the
"EPA Parcel").
C. Access to and from the City Parcels and the HPA Parcel is provided, in part, by South
314th Street, which consists of (i) a public right-of-way immediately south of the HPA Parcel (the "Public
ROW") beginning on Pete Von Reichbauer Way South and continuing east along and abutting the southern
boundary line of the HPA Parcel until the western boundary of the Vacant Parcel; and (ii) a private right-
of-way (the "Private ROW") beginning where the Public ROW terminates on the western boundary of the
Vacant Parcel, and continuing east along the southern boundary line of the HPA Parcel until the eastern
boundary of the Target Parcel, at which point the Private ROW connects with 23rd Avenue South.
D. The Private ROW straddles the boundary separating the City Parcels and the HPA Parcel,
with the City Parcels vested with the southern portion of the Private ROW and the HPA Parcel vested with
the northern portion of the Private ROW.
E. The City and HPA desire to grant each other a reciprocal non-exclusive easement across
their respective portions of the Private ROW (collectively, the "Easement Area") to utilize the existing
asphalt road and improvements located therein, and to provide certain terms with respect to the anticipated
redevelopment of the City Parcels and the HPA Parcel, on the terms and subject to the conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereby agree as follows:
1. Incorporation of Recitals. The recitals above are incorporated by reference in this Agreement as
though fully set forth herein.
2. Grant of Access Easement. The City hereby grants and conveys to HPA, its successors,
transferees, and assigns, a perpetual, non-exclusive easement over and across that certain portion
of the Easement Area within the City Parcels for the sole purpose of vehicular ingress and egress
to and from the public roads abutting the Easement Area. HPA hereby grants and conveys to the
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606125-0052/4844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-3 of 13
Record Date:8/19/2021 3:22 PM King County, WA
City, its successors, transferees, and assigns, a perpetual, non-exclusive easement over and across
that certain portion of the Easement Area within the HPA Parcel for the sole purpose of vehicular
ingress and egress to and from the public roads abutting the Easement Area. The Easement Area
is legally described on Exhibit D attached hereto. The easements granted by the City and HPA to
each other pursuant to the terms of this Section. 2 shall be collectively referred to herein as the
"Access Easement."
3. Maintenance.
(a) General. The Parties shall be equally responsible for the repair, restoration (including,
without limitation, re -striping as may be reasonably necessary from time to time),
replacement, cleaning (including, without limitation, snow and ice removal), and
maintenance (collectively referred to herein as `.Maintenance ') of the existing asphalt
roadway within the Easement Area (the "Existing Roadw.a- "), and for the Maintenance of
any future improvements jointly constructed by the Parties within the Easement Area. All
Maintenance shall be completed (1) in a good and workmanlike manner, (ii) in compliance
with all applicable laws, ordinances, rules and regulations, and (iii) by licensed, bonded
and insured contractors.
(b) Costs. Any improvements constructed and paid for by a single Party, and which are used
exclusively by, or are for the exclusive benefit of, such Party shall be maintained by that
Party at its sole cost and expense. A Party shall have the right to complete commercially
reasonable Maintenance without the consent of the other Parry (i) so long as the
commercially reasonable cost of such Maintenance does not exceed $25,000.00 (in U.S.
Dollars as of the date of this Agreement) in the aggregate for any given Maintenance
project or $50,000.00 (in U.S. Dollars as of the date of this Agreement) in any given
calendar year, or (ii) in the event of an emergency. The dollar thresholds in the prior
sentence shall increase by Ten Percent (10%) every five years. Any Maintenance project
with a cost exceeding the cost thresholds set forth in the preceding sentence shall require
the consent of the both Parties, which consent may not be unreasonably withheld,
conditioned, or delayed and which shall be deemed given if the Party receiving a
Maintenance project request does not reject the request by delivery of written notice to the
requesting Party within thirty (30) days after receipt of the Maintenance project request. A
Party may invoice the other Party for any Maintenance costs it incurs pursuant to the terms
hereof, which invoices shall be paid within thirty (30) days following the delivery date of
such invoice and reasonable supporting detail about the work performed.
(c) Contract . Either Party may enter into contracts or agreements with third parties to provide
for Maintenance of the Easement Area on commercially reasonable terms and conditions.
(d) Limitation. Maintenance authorized under this Section 3 shall not change the basic
configuration or location of the Existing Roadway, expand the width of the Existing
Roadway or change the traffic flow on the Existing Roadway without the consent of both
Parties. Subject to the foregoing, either Party may install, maintain, repair and replace
entrance, exit and directional signs, guard rails or other roadway dividers and lighting along
the Existing Roadway at mutually agreeable locations as shall be reasonably required and
in accordance with the practices prevailing in the operation of similar commercial sites.
{04353722.DOCX;1 } RECIPROCAL EASEMENT AGREEMENT-3
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Instrument Number: 20210819001258 Document:EAS Rec: s215.50 Page-4 of 13
Record Date:8/19/2021 3:22 PM King County, WA
4. Redevelopment of the City Parcels and the HPA Parcel. The Parties acknowledge and agree
that any future redevelopment of either of the City Parcels by the City, its successors, transferees,
or assigns, or any future redevelopment of the HPA Parcel by HPA, its successors, transferees, or
assigns (each of the foregoing events being referred to herein as a "Redevelopment"), shall be
subject to the terms and conditions of this Section 4. For purposes of this Section 4, the Party
initiating the Redevelopment is referred to as the "Developing Parh -" and the other, non -
Developing Party is referred to as the "Non -Developing Party." For purposes of clarification, and
without limitation, renovation and remodeling work performed on existing structures that does not
involve demolition of existing buildings and which does not result in material enlargement of
existing buildings, or addition of new buildings, shall not be deemed a "Redevelopment".
(a) Future Dedication of Easement Area. In connection with any Redevelopment, the City
(acting in its capacity as the governmental authority having jurisdiction over the City
Parcels and the HPA Parcel, regardless of whether this City is also, at the time of such
redevelopment, an owner of all or a portion of the City Parcels; all references in this
Section) to "the City" shall mean the City acting in such capacity) shall require that
portion of the Easement Area on the Developing Parry's parcel to be dedicated to the City
as a public right -of --way (as required by Chapter 19.135 of the Federal Way Revised Code).
The Developing Party shall dedicate to the City public road frontage on that portion of the
Easement Area on the Developing Party's parcel (which frontage will not exceed the
dedication requirements in the City's adopted comprehensive plan) for sidewalks and road
improvements in connection with any Redevelopment (collectively, the "Future
Dedication"). Simultaneously with the Developing Parry's deed of its portion of the
Easement Area to the City evidencing the Future Dedication; and the City's assumption of
the maintenance and repair responsibility for that portion of the Easement Area within the
Developing Party's parcel, the Existing Roadway, and any other improvements located
within that portion of the Easement Area on the Developing Party's parcel, the Access
Easement shall be extinguished with respect to the Developing Party's parcel and the
Parties shall execute any and all recordable instruments necessary to evidence the same.
To effect the Future Dedication, Grantor and Grantee agree to take any and all steps
necessary and to execute any and all documents required to dedicate the Easement Area to
the City. The Developing Party shall be solely responsible for all costs and expenses
associated with the Future Dedication, including all initial construction and redevelopment
costs and landscape work along the Easement Area frontage on the Developing Parry's
parcel (but not, for the avoidance of doubt, costs and expenses incurred for initial
construction and redevelopment costs and landscaping work along the Easement Area
frontage on the Non -Developing Party's parcel). In connection with a Future Dedication,
the Non -Developing Party shall not be responsible for the cost of any improvements to the
portion of the Easement Area and/or the Existing Roadway located on the Developing
Parry's parcel.
(b) Pedestrian Access— South 316th Street. The City currently maintains a pedestrian staircase
within the right-of-way to the south of the Vacant Parcel (the "Staircase "). The Staircase
provides direct access to and from the City Parcels and South 316th Street, and, due solely
to the fact that the Vacant Parcel is currently void of any structures (and not, for the
avoidance of doubt, the existence of any easement in favor of the HPA Parcel), the
customers and invitees of HPA and the tenants of the HPA Parcel are able to access the
Staircase by travelling from the southern boundary of the HPA Parcel directly across the
Vacant Parcel. In connection with any Redevelopment of the Vacant Parcel, the City (or,
104353722.DOCX;1 } RECIPROCAL EASEMENT AGREEMENT-4
606125-0052/4844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-5 of 13
Record Date:8/19/2021 3:22 PM King County, WA
if the City no longer owns the Vacant Parcel, the then -current owner of the Vacant Parcel)
shall ensure ADA-compliant pedestrian access to and from the Staircase is preserved and
not completely and permanently restricted by such Redevelopment. The City (or, if the
City no longer owns the Vacant Parcel, the then -current owner of the Vacant Parcel) shall
be solely responsible for the design and construction of any sidewalk, pedestrian corridor,
or other improvements the City (or, if the City no longer owns the Vacant Parcel, the then -
current owner of the Vacant Parcel) deems reasonably appropriate to maintain pedestrian
access to and from the Staircase across the Vacant Parcel, and HPA (or, if HPA no longer
owns the HPA Parcel, the then -current owner of the HPA Parcel) shall have no right of
review or approval with respect to such improvements.
(c) Utilities. Upon request by the Developing Party in connection with any Redevelopment,
the Non -Developing Party shall grant to the Developing Party such commercially
reasonable non-exclusive, perpetual easements in, to, over, under, along, and across those
portions of the City Parcels or the HPA Parcel, as the case may be, necessary for the
installation, operation, flow, passage, use, maintenance, connection, repair, relocation and
removal of lines or systems for utilities serving the Redevelopment (the "Utility
Easement"). Utility Easements shall not, without the written consent of the granting party,
in the granting party's sole discretion, run through, over or under buildings on the grantor's
property, or provide for storage and staging on the burdened property. Utility Easements
shall require that any damage caused to the granting property as a result of use of the Utility
Easement by the grantee Party, shall be restored at the cost of the grantee Party. The
Developing Party shall be responsible for all costs associated with the Utility Easement
(including, without limitation, the cost to prepare a formal easement agreement to evidence
the Utility Easement, all surveys and professional fees incurred in connection with
preparing the legal description(s) and depiction(s) for the Utility Easement, all recording
fees and excise taxes due in connection with the recording of the formal easement
agreement evidencing the Utility Easement, and completing the construction contemplated
by the Utility Easement); provided, however, that each Party shall be responsible for their
own attomeys' fees in connection with the review and negotiation of the Utility Easement.
The draft easement agreement evidencing the Utility Easement shall be prepared by the
Developing Party and provided to the Non -Developing Party for review no later than the
date which is sixty (60) days prior to the anticipated effective date of the Utility Easement.
5. Storm Water Easement. The City also hereby grants and conveys to HPA, its successors,
transferees, and assigns, a perpetual; non-exclusive easement over and under the City's portion of
the Easement Area, for operation, maintenance, repair and replacement of the existing storm water
runoff conduits and facilities serving the HPA Parcel (the "Storm Water Easement"). Any
maintenance, repair or replacement of said conduits and facilities within the Storm Water Easement
area shall be performed by HPA in a good and workmanlike manner in accordance with applicable
laws, and in a manner designed to minimize interference with use of the Access Easement. Any
damage caused to the portion of the Easement Area encumbered by the Storm Water Easement as
a result of maintenance, repair or replacement of the storm water system within the Storm Water
Easement by HPA, shall be restored at the cost of HPA.
6. Covenants Running with the Land. The Access Easement is expressly for the benefit of the City
Parcels and the HPA Parcel. The Storm Water Easement is expressly for the benefit of the HPA
Parcel and is binding upon the City Parcels. The Access Easement and the Storm Water Easement,
and the obligations of the Parties hereunder are not personal but rather constitute covenants running
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Record Date:8/19/2021 3:22 PM King County, WA
with the land and shall inure to the benefit of, and be binding upon, the Parties hereunder and their
successors and assigns.
7. Indemnity. Each party shall indemnify, defend and hold the other harmless from and against any
and all liability, loss, damage, costs and expenses (including without limitation reasonable
attorneys' fees) for injury to person or death or property damage arising out of or resulting from
the use of the Easement Area by such party, its agents, employees and contractors.
8. Dispute Resolution; Prevailing Party. Prior to bringing an action or proceeding with regard to
this Agreement or the subject matter hereof the Parties shall meet and participate, in good faith, in
non -binding mediation in an attempt to resolve any differences or disagreements between the
Parties. Such non -binding mediation shall occur at a King County JAMS Resolution Center (or
similar substitute if a King County JAMS Resolution Center is not available) within thirty (30)
days after either party hereto sends notice to the other requesting mediation, and the Parties shall
evenly split the fee charged by the mediator. Should mediation fail to resolve a disagreement
between the Parties regarding this Agreement or the subject matter thereof, then either party may
bring an action or proceeding to enforce the terms of this Agreement, in which case, the
substantially prevailing party shall be entitled to recover from the other party all costs and expenses
of the action or proceeding including, without limitation, reasonable attorneys' fees, witness fees
and any other professional fees resulting therefrom.
9. Severability. If any provision of this Agreement is held to be unenforceable under applicable law,
that provision shall be deleted and the remaining provisions shall remain in full force and effect to
the greatest extent allowed by law. In the event that a provision is so deleted, either party hereto
may request that a court of competent jurisdiction replace the deleted provision with a substantially
similar replacement provision that is enforceable, and upon such replacement by a court of
competent jurisdiction, if applicable, the new provision shall be deemed incorporated herein and
enforceable per its terms.
10. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
11. Recordation of Easement. This Agreement shall be recorded in the real property records of King
County, Washington and shall serve as notice to all parties succeeding to the interests of the Parties
hereto that their use of such property shall be benefitted or restricted in the manner herein described.
12. Notices. Notices sent pursuant to this Agreement shall be delivered to the Parties via recognized
overnight courier or certified mail to the addresses set forth herein below. Either party may amend
its notice address with fifteen (15) days prior written notice to the other party delivered in
accordance with terms hereof. Upon sale or other transfer of one of the parcels subject to this
Agreement the transferring party shall provide the other party with a new notice address for the
transferee.
Notices to the City:
33325 8th Avenue South
Federal Way, WA 98003
Attn: Public Works Director
{04353722.DOCX;1 } REcn'ROCALEASEMENT AGREEMENT -6
606125-005214844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: $215.50 Page-7 of 13
Record Date:8/19/2021 3:22 PM King County, WA
Notices to BPA:
PO Box 5003
Bellevue, WA 98009
Attn: Corporate Counsel
13. Entire Agreement. This Agreement represents the complete understanding of the Parties with
regard to the subject matter hereof and may only be modified by a mutually executed written
agreement.
[remainder of page intentionally left blank; signature pages follow]
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Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-8 of 13
Record Date:8/19/2021 3:22 PM King County, WA
DATED as of the l P ' day of AAIL-0-1 2021.
CITY:
CITY OF FEDERAL WAY
•
Titt�-:LJ •+
Date:
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this I &ay of 2021. before me, the undersigned, a Notary Public in and for the State of
Washington, personally *eared to me known or shown through
satisfactory evidence to be the Qr for the CITY OF FEDERAL WAY, a Washington
municipal corporation, and acknowledged to me that- (0executed the foregoing instrument on behalf of
said party freely and voluntarily for the uses and purposes therein mentioned.
Witness my hand and official seal the day and year in this certificate first above written.
stuhmie- D. %urn
(Please print name legibly)
Notary Public in and for the State Qf Washington
My commission expires D 27 z0 J-
(Use this space for notarial stamp/seal)
{04353722.DOCX;1 I RECIPROCAL EASEMENT AGREEMENT - 8
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Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-9 of 13
Record Date:8/19/2021 3:22 PM King County, WA
HPA:
HILLSIDE
By:
Name:
Title:
Date:
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
ASSOCIATES LLC
On this 2�lay of , 2021, before me, the undersigned, a Notary Public in and for the State of
Washington, personalty app {24 e- , to me known or shown through
satisfactory evidence to be the for HILLSME PLAZA ASSOCIATES LLC, a
Washington limited liabi lity company, and acl nowledged to me that s/he executed the foregoing instrument
on behalf of said party freely and voluntarily for the uses and purposes therein mentioned.
Witness my hand and official seal the day and year in this certificate first above written.
slarm M Ntvlllt
Nottry Public
My=E3brtt of WtWNWAcumberl,n
xphw0 BC77
(Use this space for notarial stamp/seal)
{04353722.DOCX;1 l
l
(Signature)
(Please print name legibly)
Notary Public in and for the State of Washington
My commission expires <_ 1 I -I i ruo G
RECIPROCAL EASEMENT AGREEMENT - 9
606125-005214844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: $215.50 Page-10 of 13
Record Date:8/19/2021 3:22 PM King County, WA
EXHIBIT A
TO
RECIPROCAL EASEMENT AGREEMENT
Leal Description ofthe_Va,c ant Parcel
THAT PORTION OF LOT 3A AS SHOWN ON CITY OF FEDERAL WAY BLA 16-104921-000-SU,
LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, CITY OF FEDERAL WAY,
KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING NO.20170613900004, BEING
A PORTION OF LOTS 3 AND 4, KING COUNTY LOT LINE ADJUSTMENT APPLICATION NO.
8611006, AND AS DESIGNATED ON SURVEY RECORDED UNDER RECORDING NO.8612129019,
IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 3A; THENCE SOUTH 01°29'05" WEST
ALONG THE EAST LINE OF SAID LOT 3A A DISTANCE OF 465.00 FEET; THENCE NORTH
88018'18" WEST ALONG THE SOUTH LINE OF SAID LOT 3A A DISTANCE OF 191.00 FEET;
THENCE NORTH 01029'05" EAST A DISTANCE OF 286.01 FEET; THENCE SOUTH 88°18'18"
EAST A DISTANCE OF 43.50 FEET; THENCE NORTH 01°29'05" EAST A DISTANCE OF 178.99
FEET TO A POINT ON THE NORTH SIDE OF LOT 3A; THENCE SOUTH 88°18'18" EAST ALONG
SAID NORTH LINE A DISTANCE OF 147.50 FEET TO THE POINT OF BEGINNING.
CONTAINING 81,028 SQUARE FEET (1.86 ACRES), MORE OR LESS.
404353722.DOCX;1 } RECIPROCAL EASEMENT AGREEMENT -10
606125-005214844-4526-8706. 7
Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-11 of 13
Record Date:8/19/2021 3:22 PM King County, WA
EXHIBIT B
TO
RECIPROCAL EASEMENT AGREEMENT
Legal Description of the Target Parcel
THAT PORTION OF LOT 4A AS SHOWN ON CITY OF FEDERAL WAY BLA 16-104921-000-SU,
LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, CITY OF FEDERAL WAY,
KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING NO. 20170613900004, BEING
A PORTION OF LOT 4, KING COUNTY LOT LINE ADJUSTMENT APPLICATION NO. 8611006,
AND AS DESIGNATED ON SURVEY RECORDED UNDER RECORDING NO. 8612129019,
EXCLUDING A PORTION DESCRIBED IN RIGHT-OF-WAY DEDICATION DEED RECORDING
NO. 20180125000237, IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 4A; SAID POINT ALSO BEING THE
NORTHEAST CORNER OF LOT 3A; THENCE SOUTH 88' 18' 18" EAST ALONG SAID NORTH LINE
A DISTANCE OF 465.50 FEET; THENCE SOUTH 01029'05" WEST ALONG THE EAST LINE OF
SAID LOT 4A A DISTANCE OF 504.87 FEET TO A POINT OF CURVATURE; THENCE ON A
CURVE TO THE RIGHT 55.11 FEET ALONG THE ARC OF A CURVE WHOSE RADIUS IS 35.00
FEET AND WHOSE CHORD BEARS SOUTH 90012'37" WEST TO A POINT; THENCE NORTH
88018'18" WEST ALONG THE SOUTH LINE OF SAID LOT 4A A DISTANCE OF 421.37 FEET;
THENCE NORTH 01029'05" EAST ALONG SAID WEST LINE OF SAID LOT 4A A DISTANCE OF
540.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 243,993 SQUARE FEET (5.60 ACRES), MORE OR LESS.
104353722.D0CX;1 } RECIPRocALEASEMENT AGREEMENT -11
606125-0052/4844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: S215.50 Page-12 of 13
Record Date:8/19/2021 3:22 PM King County, WA
EXHIBIT C
TO
RECIPROCAL EASEMENT AGREEMENT
Legal Description of the HPA Parcel
THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 21 NORTH,
RANGE 4 !EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 9;
THENCE ALONG THE EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 288" EAST 1,313.36 FEET TO THE
NORTHWEST CORNER OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER;
THENCE ALONG THE WESTERLY LINE THEREOF SOUTH 000 11" 33" EAST 329.93 FEET;
THENCE PARALLEL WITH SAID EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 30.00 FEET TO
THE EASTERLY MARGIN OF 20TH AVENUE SOUTH, AS CONVEYED TO KING COUNTY BY DEED RECORDED 1ANUARY 20,
1978 UNDER RECORDIING NUMBER 7801200908 AND THE TRUE POINT OF BEGINNING;
THENCE PARALLEL WITH SAID EAST/WEST CENTERLINE OF SAID SECTION SOUTH 890 51' 28" EAST 626.11 FEET TO
THE WEST LINE OF LOT 1 OF KING COUNTY SHORT PLAT NUMBER 177044, RECORDED UNDER RECORDING NUMBER
7710130857�
THENCE ALONG SAID WEST LINE SOUTH 000 05" 36" EAST 12.01 FEET TO THE SOUTHWEST CORNER THEREOF,
THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 1 SOUTH 890 51' 28" EAST 298.05 FEET TO THE WESTERLY
MARGIN OF 23RD AVENUE SOUTH, AS CONVEYED TO KING COUNTY BY DEED RECORDED SEPTEMBER 23, 1977 UNDER
RECORDING NUMBER 77092.3.0613;
THENCE ALONG SAID WESTERLY MARGIN SOUTH 000 02' 38"'EAST 409.60 FEET;
THENCE NORTH 890 50' 01" WEST 923.08 FEET TO THE EASTERLY MARGIN OF 20TH AVENUE SOUTH;
THENCE ALONG SAID EASTERLY MARGIN NORTH 000 11' 33" WEST 421.23 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT 2, KING COUNTY LOT (LINE ADJUSTMENT NUMBER 8611006, FILED AS A SURVEY IN VOLUME 52
OF SURVEYS, PAGE 220, AND RECORDED UNDER RECORDING NUMBER 8612129019).
104353722.DOCX;1 } RECIYRoCAL EASEMENT AGREEMENT -12
606125-0052/4844-4526-8706.7
Instrument Number: 20210819001258 Document:EAS Rec: 8215.50 Page-13 of 13
Record Date: 8/19/20213:22 PM King County, WA
EXHIBIT D
TO
RECIPROCAL EASEMENT AGREEMENT
Legal Description of the Easement Area
KNOWN AS: A 70 foot wide Easement that evenly straddles the boundary separating Tax Parcels 857500-
0010, 857500-0020, and 092104-9017, collectively owned by the City of Federal Way, from; Tax Parcel
092104-9053, owned by Hillside Plaza Associates LLC; excluding: (i) a portion along parcel 857500-0010
which was previously dedicated as public Right of Way, recorded under Recording No. 20150701001232,
(11) any existing buildings, and an additional five foot (5') buffer surrounding said existing buildings,
located within the area described below, and (iii) any other permanent structures and improvements located
within the portion of the Easement area that is outside of a twenty five (25) foot no -build area running
parallel with, and on either side of, the centerline of the area described below.
Legal Description:
AN EASEMENT OVER PORTION OF LOTS 3A, 3B, AND 4A AS SHOWN ON CITY OF FEDERAL
WAY BLA 16-104921-000-SU, LOCATED IN THE NORTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 9, TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN,
CITY OF FEDERAL WAY, KING COUNTY, WASHINGTON, RECORDED UNDER RECORDING
NO.20170613900004; AND, OVER A PORTION OF LOTS 1 AND 2 AS SHOWN ON KING COUNTY
SHORT PLAT NO.477044, RECORDED UNDER RECORDING NO.7710130857, SUBJECT TO KING
COUNTY LOT ADJUSTMENT NO. 8611006, LOCATED IN THE NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 21 NORTH, RANGE 4 EAST, WILLAMETTE
MERIDIAN, CITY OF FEDERAL WAY, KING COUNTY, WASHINGTON DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF THE DEDICATED PUBLIC RIGHT OF WAY OF
LOT 3A, RECORDED UNDER RECORDING NO.20150701001232; SAID POINT ALSO BEING THE
SOUTHWEST CORNER OF SAID PARCEL 092104-9053; THENCE NORTH 01°20' 10"EAST ALONG
THE WEST LINE OF SAID PARCEL 092104-9053 A DISTANCE OF 35.00 FEET; THENCE SOUTH
88018'18" EAST A DISTANCE OF 916.07 FEET; THENCE SOUTH 01°29'05 WEST ALONG THE
EAST LINE OF SAID PARCEL 092104-9053 A DISTANCE OF 35.00 FEET TO A POINT; SAID POINT
BEING THE SOUTHEAST CORNER OF SAID PARCEL 092104-9053, SAID POINT ALSO BEING
THE NORTHEAST CORNER OF SAID LOT 4A; THENCE SOUTH 01°29'05" WEST ALONG THE
EAST LINE OF SAID LOT 4A A DISTANCE OF 35.00 FEET; THENCE NORTH 88°18' 18" WEST A
DISTANCE OF 604.00 FEET; THENCE NORTH 01 °29'05" EAST ALONG THE WEST LINE OF SAID
LOT 313 A DISTANCE OF 35.00 FEET TO A POINT, SAID POINT BEING THE NORTHWEST
CORNER OF SAID LOT 313, SAID POINT ALSO BEING THE NORTHEAST CORNER OF SAID
DEDICATED PUBLIC RIGHT OF WAY; THENCE NORTH 88° 18' 18' WEST ALONG THE SOUTH
LINE OF SAID PARCEL 092104-9053 A DISTANCE OF 312.07 FEET TO THE POINT OF
BEGINNING.
CONTAINING 53,202 SQUARE FEET (1.22 ACRES), MORE OR LESS.
{04353722.DOCX;1 } RECIPROCAL EASEMENT AGREEMENT -13
606125-005214844-4526-8706.7
M
COUNCIL MEETING DATE: August 10, 2021 ITEM #:_
CITY OF FEDERAL WAY
CITY COUNCIL
AGENDA BILL
SUBJECT: PROPOSED SETTLEMENT AGREEMENT REGARDING HILLSIDE PLAZA ASSOCIATES, LLC
LITIGATION.
POLICY QUESTION: Should the City Council approve the proposed settlement agreement regarding the
Hillside Plaza Associates, LLC lawsuit?
COMMITTEE: N/A MEETING DATE: N/A
CATEGORY:
❑ Consent ❑ Ordinance ❑ Public Hearing
® City Council Business ❑ Resolution ❑ Other
STAFF REPORT BY: J. Ryan Call. City Attorney DEPT: Law
Attachments: Staff Report I Se.--one-la lift em 08
Options Considered:
1. Approve the settlement in the matter of City of Federal Way v. Hillside Plaza Associates, LLC.
2. Decline to apprpy the proposed settlement and provide staff with direction.
MAYOR'S RECOMMENDATION: Option 1.
MAYOR APPROVAL: N/A A.11 DIRECTOR APPROVAL:
Committee ona ii Iait,.rllEhiu
Initial/Date Inivai' ats
COMMITTEE RECOMMENDATION: N/A
Committee Chair Committee Member Committee Member
PROPOSED COUNCIL MOTION: " I move approval of the proposed settlement agreement in the matter of Cy
of Federal Wat- i s. Hillside Plaza Associates. LLC. "
(BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE)
COUNCIL ACTION:
❑ APPROVED COUNCIL BILL #
❑ DENIED First reading
❑ TABLED/DEFERRED/NO ACTION Enactment reading
❑ MOVED TO SECOND READING (ordinances only) ORDINANCE #
REVISED — 12/2017 RESOLUTION #
CITY OF FEDERAL WAY
MEMORANDUM
DATE: August 10, 2021
TO: City Council Members
VIA: Jim Ferrell, Mayor
FROM: Ryan Call, City Attorney
SUBJECT: Hillside Plaza Associates, LLC Settlement Agreement
Financial Impacts;
The City will pay a lump sum payment of $600,000, currently budgeted for in the 2021-22
Budget, and enter into a new reciprocal easement that provides for maintenance of South
314t" Street and provides for pedestrian and utility access across the Town Center III parcel.
Background 1nforniation:
In December 1996, the owner of the Town Center III (former Target) parcel and the owner of
the property to the north of the Town Center III parcel (Hillside Plaza) entered into an
Operations and Easement Agreement (OEA) to control the rights and responsibilities of the
parties to develop and operate a cohesive shopping center. The OEA includes extensive
restrictions on uses, construction, parking, and building locations (among other things). The
OEA conditions are incompatible with most of the uses envisioned by the City for the
property. After several years of stalled negotiations to clear the easement by agreement, the
City filed a condemnation suit in order to condemn the easement in order to allow a public
use on the property. As part of the litigation process, the parties have continued to negotiate a
full release of the OEA and have reached the proposed agreement, subject to council
approval.
Under the proposed settlement agreement, a new reciprocal easement will be executed
covering only the issues of road maintenance, utility access, and pedestrian access should the
property be redeveloped. All other conditions and restrictions of the previous easement will
be extinguished. In exchange for Hillside Plaza agreeing to extinguish the operating
easement, the City will pay Hillside Plaza $600,000, which is consistent with the appraised
value of the easement.
Rev. 7/18
