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25520 BSP-67-98 1. 7. 9s o, ~•,~7 V •:.1 ~ NO. BEFORE THE BOARD OF COUNiY COMMISSIONERS OF SPOKANE COUNTY, WASHINGTON IN THE MATTER OF EXECUTING A SATISFACTION ) OF CONDTTIONS AGREEMENT WITH HANSON, ) R E S O L U T I ON INDUSTRTES, INC. ) WHEREAS, pursuant to the provisions of RCW Section 36.32.120(6), the Board of County Commis- sioners of Spokane County has the care of County property and the management of County funds and business; and WHEREAS, on October 13, 1998, under Spokane County Resolution No. 98-0829, the COUNTY executed a Agreement whereby HANSON AND SPOKANE MALL upon joint execuaan of the Agreement agreed to provide certain moneys to Spol:ane County in exchange for Spokane County agreeing that certain Conditions of Approval recommended by the Spokane County Engineering Department ONLY xvithin thc Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. 1, 14, 15, 16, 17, 19, 20, 21, 28, 29, 30, 32, 333,34, 35, 362 37, 38, 40, 411 42, 43, 44, 45, and 46 With condition No. 39 separatel}, addressed, adopted under Resolution No. 86-0265, including but not necessarily limited to the construction of the Evergreen Interchange, Evergreen Connector to Mission, and Evergreen Road. south to Sprague Avenue, Indiana Avenue (with a11 infrastructure improvements) from Pines Road to approximately 715 lineal fect east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road, as well as Condition No. 1 under COLJNTY DMSION OF ENGINEERING AND ROADS CONDITIONS «~tlvn BSP48-96, to the exrtent that it adopts the above referenced conditions, have been satisfied. WHEREAS, SPOKANE MALL and HANSON, at the present timc, are trying to resolve some issues relative to their respective obligations under the Agreement executed by the COUNTY under Resolution No. 98-0829 accordingly, SPOKANE MALL is unable to execute the Agreement although HANSON has executed the Agreement so that it can obtain building permits under in excess of 95,000 square feet for Market Point 1 within PE-1504-78 and ZE-180-78; and WHEREAS, HANSON has proposed that until SPOKANE MALL executes the Agreement executed by the COUNTY under Resolution No. 98-0829, HANSON will provide $5.2 million dollars to Spokane County in exchange for Spokane County agreeing that certain Conditions of Approval recommended by the Spokane County Engineering Department ONLY within the Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. l, 14, 15, 16, 17, 19, 20, 21, 28, 29, 30, 32, 33, 34, 35, 36, 37, 38, 40, 41, 42, 432 44, 45, and 46 N%ith condition No. 39 separately addressed, adopted under Resolution No. 86-0265, including but not necessarily limited to the construction of the Evergreen Interchange, Evergreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (with all infrastructure improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road with the clear understanding that in providing said moneys this will not enable Page 1 of 2 SPOKANE MALL to obtain any building permits for an}' Gross Area in excess of 650,000 square feet for BSP-48-96 (later increased to 715,040 square feet) until SPOKANE MALL executes said Agreement passed by the COUNTY under Resolution No. 98-0829; and WHEREAS, the COtJNTY does not want to forestali the issuance of building permits to HANSON in excess of 95,000 square feet for Market Point 1~,%ithin PE-1504-78 and ZE-180-78 and accordingly is desirous of entering into an agreement with HANSON as proposed in thc immediately preceding recital. NOW, THEREFORE, BE IT HEREBY RESOLVED by the Board of County Commissioners of Spokane County, that either the Cha.irnan of the Board, or a majority of the Ba3rd, be and is hereby authorized to execute that document entitled "SATISFACTION OF CONDITIONS AGREEMENI'," pursuant to «-hich, under certain temis and conditions, the Board of County Commissioners of Spol:ane Gounty will execute an Agreement %vith Hanson Industries, Inc. (HANSON) «-herein HANSON Nvill provide $5.2 million dollars to Spokane County in exchange for Spokane County agreeing that certain Conditions of Approvat recortunended by the Spokane County Engineering Departmcnt ONLY Within the Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. l, 14, 15, lb, 17, 19, 20, 21, 28, 29, 30, 32, 33, 34, 35, 36, 37, 38, 403, 41, 42, 43, 443, 45, and 46 with condition No. 39 separately addressed, adopted under Resolution No. 86-0265, including but not necessarily limited to the consiruction of the Evergrcen Interchange, Evergreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (Nti7th al] infrastructure improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road with the clear understanding that in providing said moneys this w-ill not enable SPOKANE MALL to obtain any building permits for any Gcoss Area in .eacess of 650,000 square feet for BSP-48-96 (later increased to 715,000 square feet) untii SPOKANE MALL executes said Agreement passed by the COLJNTY under Resolution No. 98-0829. PASSED AND ADOPTED this`5~ day of 1998. ~ ~BOARD 0~ COUNTY COMMISSIONERS ~,o OF COUN"IY, WASHINGTON C~~ "G ~ ' 3 . lr . , ATTEST: WILLIAM E. DONAHUE~M. TE S IN, Vice-Cha.ir Clerk o~ d B ~ LA CKS4i~i JOHN ROSKELLEY Deputy Clerk (res\'anSo"jpe) - PagC 2 Of 2 , . r^ ~ . • Return to: 0 SATISFACTION OF CONDITIONS AGREEilIENT THIS AGREEMENT, made and entered this day of , 1995, by and benveen Spokane County, a political subdivision of tlle State of Wastiingto►l having offices for the transaction of business at 1116 West Broadway, Spokane Washinaton 99260, hereinafter referred to as "COUNTY," and Hanson lndustries, lnc., having offices for the transaction of business at 15102 East lndiana Avenue. Spokane, Wasliington, 99216, hereinafter referred to as "HANSON," liereinafter referred to as the "PARTIES." WITNESSETH: WHEREAS, pursuant to the provisions of chapter 36.70 RCW, chapter 58.17 RCW and loca) County ordinances adopted pursuant thereto, the County lias tlie statutory obligation to guide and regulate the physical development of the unincorporated areas of Spokane County, includina but not necessaril), limited to the approval of subdivisions, zone changes, and binding site plans; and WHEREAS, on the 25th day of March, 1986, under Spokane County Resolution No. 86-0265, HANSON received approval from the COUNTY for a mixed use development on an approximate 226-acre site to include an accompanying rezone, having a Spokane County Planning Department File designation of PE-1504-SS and ZE-180-78; and WHEREAS, in conjunction with the approval of PE- l 504-85 and ZE-1 80-78. H.ANSON was required to meet certain conditions of approval which were broken doNvn into three phases, Namely Phase I, Phase II and Phase III; and «'HEREAS, subsequent to the approval of PE-1504-85 and ZE-180-78, HANSON sold a portion of the property which was the subject of such approval to SPOKANE MALL DEVELOPV1EiNT COMPANY, LIUIITED PAR"T'NERSHIP, a Utah Limited partnership; hereinafter referrEd to as SPOKANE MALL; and 1VHEREAS, under Spokane County Resolution No. 96-0338, tliat portion of the property which was the subject of approval under Spokane County Resolution No. 86-0265 and which was sold by HANS0N to SPOKANE MALL received approval of a Bindina Site Plan, BSP-48-96; and Satisfaction of Conditions Agreement Page 1 of 9 I, r WHEREAS, the Final Environmental Impact Statement and Supplemental thereto for PE-1504-85 and 7E-1 80-78, approved under Resolution No. 86-0265, provided that development of the property would occur in three (3) general phases, with Phase II not proceeding until roadway construction and improvements set forth under Conditions of Approval recommended by the Spokane County Engineering Department and made a part of the County's approval were satisfied, which conditions mean that no buildinb permit Nvould be issued for any Gross Leasable Area in excess of 650,000 square feet (later increased to 715;000 square feet) for BSP-48-96 and no building permit would be issued for any Gross Area in excess of 95,000 square feet for Market Point I(as calculated on the conversion of a planned hotel site within Pliase l to retail uses) witliin PE-1504-?8 and ZE-180-78; and WHEREAS, BSP-48-96, approved under Resolution No. 96-0338, included various conditions to include Condition No. 1 under COUNTY DIVISION OF ENG[NEERING AND ROADS COINDITIONS which provides: The applicant shall comply with the Conditions of Approval for Spokane County Zone Change ZE-180-78 and the conditions imposed as part of the fnalization of PE-1504-85. Additiotially, all environmental documents under tlle State Environmental Policy Act (SEPA) applicable to tllis project. WHMREAS, HANSON desires to enter into an Aoreement whereby it will provide certain moneys to Spokane County in excliange for Spokane County agreeina that certain Conditions of Approval recommended by the Spokane Counry Enaineering Department 0NLY within the Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. l, 14, 15, 16, 17, 19, 20, 21, 28, 29, 30, 32, 33, 34, 3S, 36, 37, 38, 40, 41, 42, 43, 44, 45, and 46 witli condition No. 39 separately addressed, adopted under Resolution No. 86-0265, includin~ biit not necessarily limited to the constniction of the E~~ergreen InterchanQe, Evergreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (xvith al( infrastructtire improvements) from Piiies Road to approximately 715 lineal feet east of Sullivan Road, tlle intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road, have been satisfied; and NVHEREAS, on October 13, 1998, under Spokane County Resolution No. 98-0829, the COLJN7Y executed an Agreement whereby HANSON AND SPOKANE MALL upon joint execution of the Agreement abreed to provide certain moneys to Spokane County in exchange for Spokane County agreeing that certain Conditions of Approval recommended by the Spokane County Engineering Department OiNI.,Y within the Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. l, 14, 15, 16, 17, 19, 20, 21, 28, 29, 30, 32, 33, 34, 35, 36, 37, 38, 40, 41, 42, 43, 44, 45, and 46 with condition No. 39 separately addressed, adopted under Resolution No. 86-0265, including but not necessarily limited to the construction of the Evergreen Interchanae, Evergreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (with all infrastructure improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road, as wel( as Condition No. 1 under COUNTY DIVISION OF ENGINEER.ING AND ROAD CONDITIONS within BSP-48-96, to the extent that it adopts the above referenced conditions, have been satisfied. Satisfaction of Conditions Agreemcnt Page 2 of 9 WHEREAS, SPOKANE MALL and HANSON, at the present time, are irying to resolve some issues relative to their respective obligations under the Agreement executed by tlie COUNTY under Resolution No. 98-0829 accordingly, SPOKANE MALL is unable to execute the Agreement although HANSON has executed the Agreement so that it can obtain building permits under in excess of 95,000 square feet for Market Point I within PE-1504-78 and ZE-180-78; and WHEREAS, HANSON has proposed that until SPOKANE MALL executes the Agreernent executed by the COUNTY under Resolution No. 98-0829, HANSON will providc $5.2 million dollars to Spokane County in exchange for Spokane County agreeing that certain Conditions of Approval recommended by the Spokane County En,ineering Department ONLY within the Conciitions of Approval for PE-1504-85 and ZE-180-78, namely Nos. 1, 14, 15, 16, 17, 19, 20, 21, 28, 29, 30, 32, 33, 34, 35, 36, 37, 38, 40, 41, 42, 43, 44, 45, and 46 with condition No. 39 separately addressed, adopted under Resolution No. 86-0265, including but not necessarily limited to the construction of the Evergreen lnterchange, Evergreen Connector to Mission, and - Evergreen Road south to Sprague Avenue, Indiana Avenue (with all infrastructure improvements) from Pines Road to approximately 715 lineal feet east of Su(livan Road, the intersection of Indiana Avenue and Sullivan Road, tlle intersection of Indiana Avenue and Pines Roadwith ttie clear understanc3ing that in providina said moneys this will not enable SPOKANE N1ALL to obtain any building permits for any Gross Area in excess of 650,000 square feet for BSP-48-96 (later increased to 715,000 square feet) until SPOKANE Mf1LL executes said Agreement passed by the COLlNTY under Resolution No. 95-0829; and WHEREAS, the COUNTY does not want to forestal) the issuance of building permits to HANSON in excess of 95,000 square feet for Market Point 1Nvithin PE-1504-78 and ZE-180-78 and accordingly is desirous of entering into an agreement ~vith HANSON as proposed in the immediately precedin~ recital. 1\TOW THIEREFORE for and in consideration of the mutua) promises set forth hereinafter and the Parties do hereby agree as follows: SECTION NO. 1: I~i 1CORPOR.ATION OF RECITALS Eacli of the Recital paragraphs is incorporated herein by this reference as though set forth again in full and made a part of this Agreement. SECTION NO. 2: SATISFACTION OF CONDITIONS (a) The COUNTY agrees that all conditions of approval included under the terminology "County Engineer Department" O\`LY within the Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. 1, 14, 15, 16, 17, 19, 202 21, 28, 299 30, 32, 33, 34, 35, 36, 37, 38, 40, 41, 42, 43, 44, 45, and 46 with condition No. 39 separately addressed, in conjunction with PE-1504-85 and ZE-180-78, adopted under Spokane County Resolution No. 86-0265, including but not necessarily limited to ihe construction of the Evergreen Interchanae, EverQreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (with all infrastructure improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, the intersection of lndiana Avenue and Pines Road, a copy of such Resolution being attached hereto as Attachment "A" and incorporated herein by reference, have been met and/or satisfied by HANSON. Satisfaction of Conditions Agreement Page 3 of 9 , , .i (b) In consideration of the COUNTY agreeing to the provisions set forth in Section No. 2(a) hereinabove, HANSON slial) initially deposit with the COUNTY by bond, letter of credit, cash or other lawful U.S. currency the sum of FIVE MILLION TWO HUNDRED THOUSAND DOLLARS ($5,200,000.00). Upon deposit of the estimated contribution by NANSON, the COUNTY is authorized to draw upon tlle funds contributed at any time. For the purposes of this Agreement, the terminology "Aroject" shall refer to the Evergreen Interchange, Evergreen Connector to Nlission and Evergreen Road soutli to Sprague Avenue, lndiana Avenue (xvitll all infrastructure improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Road, the intersection of lndiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road. In addition to the financial contribution by HANSON for tlle Project, HANSON agrees to dedicate at no cost to the COUNTY the land needed for right of way as shown on the document entitled "Preliminary Plat for Sullivan Park Center" dated May 15, 1985, xvllicli was digitized to describe the right of way necessary for Evergreen Interchange north of 1-90 and its connection to indiana. This right of xvay is calculated to be 321,639.97 square feet. A copy of the Preliminary Plat for Sullivan Park Center" dated May 15, 1985, and digitization describing the riaht of ~vay necessary for Everareen lnterchange north of I-90 and its connection to Indiana is attached hereto as Attacilment "B" and incorporated herein by reference. HANSO\r a(so agrees to dedicate land under its oxvnership and/or control or HANSON shall acquire and dedicate tlle land needed for the "expanded right of way." The terminoloQv "expanded right of way" shal) mean the difference in the total amount of area behveen "Prelirliinary Plat of Record" dated May 15, 1935, wliich was digitized to describe the right of way necessary for Everareen lnterchanae north of I-90 and its connection to Indiana and the final Project design as shown on the Final Right Of Way And Limited Access Plan designed by Washinjton State Department of Transportation for the Evergreen Road Interchange approved December 23, 1997, a copy of said document being attaclied hereto as Attachment "C" and incorporated herein by reference approved under Resolution No. 96-0335 or the ultimate design as approved and/or constructed for the Evergreen Road Interchange, which ever is 1ess. The COUNTY ajrees to compensate HANSON for the valiie of the "eapanded riglit of way" under its ownership and/or control or having been acquired after final acceptance of the Project. The value of such "expanded right of way" s11a11 be determined by an MAI appraiser jointly selected by the Parties. HANSON'S compensation shall be in the form of credit firstly applied to his responsibility, if any, for an additional financial contribution toxvard the f'roject as provided for hereinafter, and secondly toward HANSON'S responsibility for public infrastructure improvements as a result of his future developments. Provided, however, the COUNTY and HANSON may mutually agree to exchancre COUNTY property in lieu of credit toward HANSON'S responsibility for public infrastructure improvements. For the purposes of this Agreement public infrastructure irnprovements shall mean traffic, transportation, utilities, and pilblic roadway drainage improvements as well as right-of-way costs. Additionally. HANSON and the COUNTY agree that if the Washington State Department of Transportation allows use by HANSON of WSDOT property in conjunction xvith HANSON'S development under PE-1504-85 and ZE-1 80-78, that the COUNTY will receive credit against any moneys owing to HANSON under the terms of this Agreement. The value of the use of the WSDOT property shall be determined in the same manner as the value of the "expanded right of way" provided for herein. Satisfaction of Conditions Agreement Page 4 of 9 • ~ • ' The bond or other securities provided by HANSON shall be valid for five (5) years or completion of the Project. If these funds are not utilized witflin five (5) years or the compietion of the Project from the date of deposit, any unused funds or portion of bonds shafl be returned to HANSON. The PARTIES acknowledge that a combination of funds from HANSON, Washington State Department of Transportation (WSDOT), the Washington State Transportation Improvement Board (TIB) and the COUNTY will be used to construct the Project. Ttiie COUNTY originaily estimated that HANSON'S financial obligation toward the Project would approximate FIVE MILLION TWO HUNDRED THOUSAND DOLLARS ($5,200,000.00). HANSON under the terms of this Aareement only is assuming this joint financial obligation. This figure did not include the cost of the "expanded riaht of way." Tlie PARTIES agree that the actual contribution of HANSON will be determined by the COUNTY after fina) aceeptance of the Project. At that time, the total cost of the Project Nvill be determined sole(}: by tlle COUNTY. The cost of the Project will include the value of the "expanded right of way." The COUNTY will then allocate thirty-eight percent (38%) of the costs of the Project to HANSON. This percentaae has been agreed to by the Parties as the proportionate share of the Project which is the sole responsibility of HANSON. In the event HANSON'S initial financial contribution toward the Project is less tfiati its perceiltage sliare as determined hereinabove, HANSON shall be liable for payina the COUNTY the additional fLinds d«e within thirty (30) days of notification by the COUNTY of such amount. In the event the COUNTY owes HANSON any consideration for the "expanded right of way" this amount may be a credit aaainst anv additional funds due. In the event HANSON'S initial financial contribution to4vard the Project exceeds its actual share as deteriliined by the COUNTY hereinabove, the COUNTY shall provide HANSON with credit toward its respoilsibility for public infrastructure improvements as a result of its future developments, exclusive of Coridition No. 39 addressed in subsection (e) Iiereinafter. HANSON'S credit sliall be equal to the a►nount whicli is owed to HANSON' for tlie "expanded riglit of way," plus the difference between its initiaS financial contribution and its final financial contribution as determined by the COUNTY hereinabove. (c) The COUNTY acrees that it shall not, through the Spokane County Engineer, require any additional conditions in conjunction with any extension of time(s) applied for and/or approved xvith regard to PE-1504- SS 1IlCI ZE-180-78. (d) The COUNTY agrees that it will apply the same square footage calculations for determining Gross Leasable Area for HANSON in conjunction with PE-1504-84 and ZE-180-78 that it has used with regard to Spokane Mall with stand alone pads and, to tlie extent applicable, the Spokane Industrial Park. Both Parties aaree to negotiate in good faith to the extent that ttlere may occur any disagreements as to these and otlier issues relative to PE-1504-85 and ZE-180-78. Satisfaction of Conditions Agrcemcnt Page 5 of 9 ~ ~ ' (e) Condition No. 39, and referenced hereinabove, provides as folloxvs: 39. Indiana Avenue (east of Sullivan Road) shall be constructed as a five-lane facility from Sullivan Road to the easterly terminus of the Project. Indiana sliali be constructed per the approved road plans and in conformance with the approved typica) roadway cross-section. The COUNTY agrees that HANSON has the sole responsibility to satisfy this condition and it can be done in the following manner. If Indiana Avenue, east of Sullivan Road, is constructed to a design standard approved b the Spokane County Engineer for a public roadway, HANSON or his/her successors shall dedicate, at no charge to the COUNTY, all necessary riglit of way and shall be solely responsible for funding of all desian and construction costs. ?he COUNTY agrees to use its best eFforts to secure grant funding to construct an extension of Indiana Avenue east from Sullivan Road to Flora Road aiid/or Missioil Road. HowevEr, the parties hereto a~ree that the COUNTY is in no way obliaated to financially contribute to sucli extension. HANSON ajrees to permit the COUNTY to leveraae its privately funded improvements for public grant funding requests. SECTION NO. 3: TIME IS OF THE ESSENCE The Parties agree that time is of the essence in conjunctio~i with the provisions of this Agreement. In the event HANSON does not make a one-time payment of $5.2 million dollars, as referred to in Section No. 2(b), within thirty (30) days of the execution of the Agreement by the COU7'TY tliis A~reemerit shall automatically terminate without the necessity of any action by either Party. The parties agree that until HANSON makes the one-time payment as provided for within this Section, no building permit(s) will be issiied for any Gross Area in excess of 95,000 square feet for Market Point !(as calculated on tlle conversion of a planned hotel site within Pliase I to retail uses) withiii PE-1504-7S and ZE-180-78. It is agreed that Condition No. 1 under County Division of Engineering and Road Condition within BSP-48- 96 is not satisfied by this Agreement. Condition No. 1within BSP-4S-96 sliall be satisfied by a separate Agreement ben-veen SPOhANE MALL and HANSON or by SPOKANE MALL executina that Agreement executed by the COUNTY under Resolution No. 98-0829. ln the event the SPOKANE N1ALL executes that Agreement executed by the COUNTY under Resolution No. 98-0329, tliis Agreement sliall automatically terminate, and the provisions of the Agreement executed by the COUNTY under Resolution No. 98-0829 sliall sLipersede this Agreement. SECTI0N NO. 4: MODIFICATION No modification or amendment of this Agreement shall be valid until the same is reduced to writing and executed with the same formalities as this present Agreement. SECTION NO. S: WAIVER No officer, employee, agent or othenvise of the COUNTY has the power, right or autllority to waive any of tfle conditions or provisions to this Agreement. No waiver of any breach of this Agreement sliall be lield to be a waiver of any other or subsequent breach. All reiTiedies afforded in this AQreement or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by laxv. Satisfaction of Conditions Agreement Pagc 6 of 9 , ~P . Failure of the COUNTY to enforce at any time any of the provisions of this Agreement or to require at any time performance by any other Party of any provision hereof shall in no way be construed to be awaiver of ` such provisions, nor in any way affect the validity of this Agreement or any part hereof, or the right of the COUNTY to hereafter enforce each and every such provision. SECTION NO. 6: TIOTICES All notices called for or provided for in this Agreement shall be in writing and must be served on any of the Parties either personally or by certified mail, return receipt requested, sent to tlle PART[ES at tlleir respective addcesses hereinabove giveil. Notices sent by certified mail shall be deemed served Nvhen deposited in the United States mail, postagc prepaid. SECTION NO. 7: HEA.DINGS The section headings in this Aareement have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, and shall not be deemed to, define, limit or extend the scope or intent of the Sections to which they appertain. SECTION NO. 8: VENUE STIPULATION This Agreement has and shall be construed as having been made and delivered in the State of WashinVton, znd the laws of the State of Washington shall be applicable to its construction and enforcement. Any action at law, suit in equity or judicial proceedin; for the enforcement of this Ajreement; or any provision liereto, shall be instituted only in courts of competent jurisdiction within Spokane County; Washinaton. SECTION NO. 9: ALL WRITINGS C0NTAINED HEI2EIN This Agreement contains all the terms and conditions a~reed upon by the PARTIES. ~lo other understandin~s, ora) or othenvise, re~ardina the subject mattEr of this A~reement sha11 be deemed to exist or to bind any of the PARTIES hereto. All PARTIES have read and understand all of this Agreement, and now state that no representation, promise or agreement not expressed in this Agreement has been izlade to induce any Party to execute the same. SECTION NO.10: AGREEMENT TO RUN WITH LAND This Agreement constitutes a covenant runn+ng witli that land which was the subject of Spokane County Resolution No. 86-0265 with regard to PE-15041ZE-180-78. A copy of this Aareement sliall also be placed in the file of BSP-4$-96 and mailed to representatives of SPOKANE MALL. SECTION NO. 11: AUTHORITY TO EX.ECUTE All PARTIES to this Agreement represent and certify that they have ful) authority and PoNver to enter into and carry out this Agreement. The persons sianin~ this Agreement represent that they have authority to act for ad bind their respective principals. Satisfaciion of Conditions Agreement Page 7 af 9 ~ SECTION NO. 12: 1NDEMNIFICATION HANS0N agrees to indemnify, defend and hold harmless the COUNTY and all its officers and employees from any and all liability, claims, actions, loss, cost or expense of any kind or nature whatsoever claimed by SPOKANE MALL and/or any of its tenants as a result of the execution of tliis Agreement as well as the COUNTY'S refusal to issue any further building permits within BSP-48-96 for any Gross Leasable Area in excess of 650,000 square feet (later increased to 715,000 square feet) until SPOKANE MALL signs the Agreement executed by the COLTNTY under Resolutioii No. 93-0329 or until HANSON notifies the COUNTY in writing that it and SPOKANE MALL have eiitered into a separate Agreement. This obligation shall incliide the responsibility of ernploying/hiring/paying attorneys as designated by tlle COLJNTY to deFend any such claim or liti~ation. The expense of an}~ such litigation and/or judgment therefrom shall not be coiisidered a cost of the Project. SECTION NO. 13: DELAY Under the terms of this Acyreement, HANSON has agreed to dedicate land under his ovvnership and/or control needed for the "expanded riolit of way" as well as obtain and dedicate any land under the ownersllip and/or control of SPOKANE MALL needed for the "expanded right of way." HANSON agrees that if he cannot voluiltarily obtain such land from SPOKANE MALL necessary for the "expanded right of way" that he will reimburse the COUNTY for any and all of its expenses necessary to condemn such "expanded right of way." This Nvill include the cost of appraisal(s) and also thc fees of a SPECIALLI' DEPUTIZED Prosecutinc, Attorney to file and process sucli condemnatiocl action. The costs of the appraisal, court costs and legal costs shall not be considered part of the Project in conjunction with determining the total cost of the Project upon completion. Additionally, to the extent that there is any delay in the coilstruction and/or coinpletion of the Project by the WSDOT as a result of tlie inability to timely obtain an), "expanded right of Nvay" from SPOKA\lE MALL, HANSON agrees that any peiialties or delay costs due by WSDOT to any contractor or subcontractor shall be solely the responsibility of HANSON and siiall also not be included in the tota) cost of the Project upon completion. 1N WITI'ESS 1 ~ he Parties have caused this Agreement to be execi2ted on the date and year opposite their respe ~e4s. f0 -~1 Cp O G . ~ ~q04~ £ ATTEST: ~•y : BOARD OF COUNTY COM1\1ISSlONERS OF SPOK E COUNTY, WASHINGT0N WII.LIAM E. DONA U~, R' ' .D SF~.L . • 4 Clerk of the Board ~ • , ~ I.IP D. ARiRI S, C air B~: ~ ! 6 ) - 1 -ANIELA ERICKSON ~ Depury Clerl: M. KAT N1` AS , Vice-C~air DATE: JOH ROSKELCEY , Satisfaction of Conditions Agreement Pagc 8 of 9 . I ' ~ STATE OF WASHINGTON ) ) ss. County of Spokane ) On this ~A};~ day of ~QV , 1998, before me, tl~e undersigned, a Notary Public in and for the State of «/ashingtoii, duly commissioned and sworn, personally appeared PI--IILLIP D. HARRIS, M. KATE McCASLIN, and JOHN ROSKELLEY, to me knoNvn to be the Commissioners of the Board of County Commissioners of Spokane County, a political subdivision of the State of Washington, that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voltintary act and deed of said political subdivision, for the uses and purposes tllerein mentioned, and on oath stated tliat they were authorized to execute said instrtiment, and that tlle seal affixed is the seal of said County. IN WIT\'ESS WHEREOF, I have hereunto set my hand and affixed my seal tlie day and year first written above. `01111111/, - N5i0.1'~ ♦ .4 _ QQ:•v° NpT q,? y~, . NOTARY PUBLIC in and for the State of Washington, residing at Spokane. ~ pU6LIG • ~ i9A CS M}~ commission expires: 111 DATE: HANSON INDUSTRIES, 1NC.: a}-: . ~ • RAYMOND A. HANSON, President STATE OF WASHINGTON ) ) ss. County of Spokane ) . On this Y~ day of 1998, before me, the undersigned, a Notary Public in and for tlie State of \Vashina on, duly commissioned and sworn, personally appeared RAYMOND A. HANSON, President of Hanson Industries, lnc., to me known to be the individual that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said politica( subdivision, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument, and that the seal affixed is the seal oF said County. Satisfaction of Conditions Agreement Page of 9 J : IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal tlle day and year first written above. - R~• 04~ ~ *P••...`l~i~ S\oN NOTARY PUBLIC in and for the State of ~ ,L ~g -~',o I Washington, residing at Spokane. ~ NpTARY ~ ~ , .0 M commission ex ires: , PUB~~G y p , . 2 3 Q 0 ~ i , ~\'~'OFWPS%-"\~- K1374031d0001VRNURN A2050 {agree~mall3joint.jpe] Satisfaction of Conditions Agreement Pagc 10 of 9 • , , \ r; ~ F ~ 1 r J/• ` ~ ~ , 1 ~~~~r t t ~ r` • ~7 f~~~~s) NO. 86-0265 , ~ . r BEFORE THE 60ARD OF COU~yTY CONIMISSIONERS OF SPOKANE COUN i Y, ~%'•ASHINGTON IN THE MATTER CONCE W.~Lr PRE - ) I.IMINARY SU6DtvfSlOiE-1504-85,.:> ) FiolDINGS OF FACT, SULLIVAN PARK CENTER u ~~E•1'8Q='7S ) tiNJ DECISION ) SPONSOR: NANSOV PROPERTIES THIS (v1ATTER, being considered by the Board of County Commission- ers oil Spokane County, hereinaFter referred to as the "Board", af an appeal o` the Spokane County Hearing Examiner Comrnittee unainimous decision c+a:ec No- vember 19, 1985, where in said Cammittee approved t-he above : e`erenced pro- posal subject to certain conditions of apprcval. The Board received an aopeaf application or. Noverr,ber 27, 19115, by Tom P. May for Estelie Miiler, Evie Crossran, Richard Mo; gan and Tom Rogprs. The Board held a de novo public hearing on January 27 & 22, 1985, and having fully considered all testimony presented as wefl as considered Attorney Tom N1ay's letter dated January 31, 1980, and the sQonsor's response tnereto and having individually acquainted thems6ves with the vicinity anc the sile in question, did reach a unanimous decision on February 12, i9850, to ceny the appeal and in doing so enter the foliowing: FINDINGS OF rAC i 1. That the October 24, 1925, STAFF REPORT tvas considered as v:etl as the staff presentation before the Board. 2. That the NovemSer 19, 1985, Hearing Exa;~iner Commi~tee Findinas and Order were considered. 3. That the file or` PE-1504-25 & ZE-180-78 ~•:as considered by the 6aard. 4. Tha[ the proposal is a mixed-use development on a 226 acres site. ln- cluded arc a 79 acre regional shopping center, 19 acres o; other commercial use, 22 acres af business park, 53 acres of industriaf park, a 300 room hotef and a remaining 43 acres of roadways and open space. ihe development %:,ill be accomplished through the subdivision of the proper,y as shown on the applicant's site development plan of 42 lots, reZOning of the property cons;stenL pt • 1; '_.`1 ~ ` ~ . with the ac+opted 1986 Spokane County Zoning Code. it is noted tnat reZOning at the property was not necessary, hovrever, the spensor desired to tie down the qroposal as much as possible; thus requiring the rezone under the new zoning ordinance. The review of this project is further consistent with the site development plan review requirements eslablished with the resiricted industriai zoning of the property in 1981. The project sponsor has indicated that the full development of the site will take approximately 15 yea: s to accomplish. 5. That the proposal is located north of Interstate 90 on either side of the Sullivan Road interchange. The si[e southeast of the Spokane River occupies portions of Sections 10, 11, 12, 13 & 14, Tot~nship 25N, Range 44 =.1.13A., Spokane County, kvasnington. 6. That the proposal has been prope; ly adver:isee in accordance wE:h state and local regulations. i. That pubiic testimony regarding the project' focused most attention upon the p~oject's potential impact to er,is:ing wiidlife i^ the Spokane River Ecosystem adjoining the property to the north ar~d the ativc-se impacts `rom acditional traffic volumes which will be generated from tne pro;ect when +t is fL!!y de- ve)oped. These impacts include noise, exhaus: and inconvenience for ar-ea residenis. Additional conerns raised we; e that the proposed deve(opment was an unnecessary commerica( development and could pose an adverse impacL upan existing businesses. 8. That the proposal is located in an area designated as lndustrial an the adopted Spolcane County Comprehensive Plan and is %:ithin the Pr:ority Sewer Service Area (PSSA) where Spol(ane Valley setivers will 'ae installed. , The Board f+nds the mixed commercial and industrial uses consistenL with the County Comprehensive Plan noiing particular-ly tha: general gL'+defines and goals anticipate mixed use development. The project further is consistent %vitn the 5eneral locational cuidelines ot the Comprehensive P1an in that it is 1) locatec cn refatively tfaL 5rcund; 2) near arter;al, freeway and rail access; ' 3) bu`fered °rom areas cf general residential developmenl'; 4) the project will be served by public %•,ater and sewer systems and will be served by a detailed :.raffic circuiation systen %•:hich will be developed in phases as traffic incre2se, in the area. 9. That the Boarc+ finds the proposal is significar;ly bufiered from most residential uses in the Va{ley in [hat to the sou:h oE the p; operty lies the , . -2- , i i Interstate freeway and a natural ridge line elevated above the freeway on the freeway's southern border. To the north of the site lies the Spokane River, the Kaiser Trentwood 4Vorks and further to the east the Spokane Industrial ~ Parfc. Two areas wh;ch have large lot residential cievelopmenc a5uttino the property were considered by the Board. One area lies generally an the eas: side of the p.roject, acjacent and easterly of FIora, the other area lies to the southwest ol' the project generally parallel to Indiana Avenue as it is currently located. The Board notes that no building will be allowed in the easterly 500 feet of Lot 27. This v:ould provide a substantial buffer to the residential development along' Flora. Additionally, the Board finds the project cu^rently has no planned connection to Flora and therefore a very limited impact cn Fiora Road until other properties develop and establish an easterly connection ol- the Indiana road improvements. The Board finds thai the southwest resicential area will be protected through site-buffering and restrictior,s to the develop- ment which the sponsor has agreed to in his presentation. 10. That the provisions of the State Environmenta( Policy Act, Chapter 423. 21C RC1V, 1;'AC 197-11 and the Spokane Environmental Ordinance, Title 11 0` the Spokane County Cocfe have been met and more particularly: a) By ciocument issued January 8, 1985, by IVallis D. Hubbard, P(anning Director, the Suliivan Park Center DEIS, Volumes 1 and 1 (9/80) and FEIS (2/81) are recognized as adopted by reference pursuant to WAC 197-11-600 (4) and 5pokane Cnvironmental Ordinance 11.20.230. b) By document signed January 8, 1985, by 4Vallis D. Hubbard, Planning Director, a Determination of Significance and Request for Comments and on scope of a Supplemental EIS was issued for modification to the original site plaii, a preliminary plat and zone reclassitications. c) The above documents were circulated consistent with WAC 197-11-510 and Spo{cane Environmental Ordinance 11.10.130. d) The Oraft Supplemental EIS was scoped, draftecl, issued, cir- culated, reviewed, revised and a Final Supplemental EIS issued pursuant to bvAC 197-11 and the Spokane County Environmental Or- dinance. e) The totaf ariginal EIS, ttie Supplementaf EIS and public comment given at the public hearing were noted ancf evaluated during tfie de- cision-making process, including particularly extensive information re- garding habitat impac[s and effects upon flora and fauna, both cSi- rectly and indirectly, the traffic issues, and economic analysis. That pursuant to RCW 43.21C.090, the Board fincis that the environmental -3- . documents prepared 'I'or [he project are "adequate" especially in Iight oi' the testimony aC the public hearing. 6- . -3- l\ . , . It ~ 1 That the Board finds that the appiicant has alloted approximately 17 acres ot ground adjacent the river for a riparian park to minimize cieveloprnent imoacts to the river. The riparian parlc will be passive in nature, without any major structure or playground facility. f.1r. Mosher indicated in accordance with l^lashington State Department of Game guidelines that a one eight-rnile area on each side of the river was siudied in developing the Shorelines Management Classifications given to the different portions of the river. Testimony was receivecf that this area o'i' the river is currently experiencing substantial degradation from littering, dumping and motorcycle use. The development of a r-iparian park v:ould improve the river area by encouraging passive use and facilitating a long range Park Department Plan for a bike trail along the river. 7he Board furtner finds that the river shoreland is privately owned property rather than publicly helc interest. The Appellants inicated that the proposai wculd have a significantly ad- verse impact upon the wildfife in ihe area noting in particular that the area is a bald eagle nesting area. However reports received by the 6oard including the Environmental )mpact Sta:ement and letters from Jerry Hickman, Game Eiofogist for the Washington State Department of Game, do not support this contencion. While Ihe Spolcane River Ecosystem may be a feeding area o° eagles, the site is not inditated by Spakane County or the State of V:ashington as an eagle nesting area. The Board wzis informed that the Board ot Oirectors oi the "1':alk in the k1ild Zoo" had passed a resolution supporting the proposat. • I t is recognized b; the Board that the proje;,t will cause a reduction in small burrowing animals in the areas that are developed. 12. That the Board notes that a project proposina similar uses as are current- ' ly under consideration was approved in March of 1981. That action rezoned the property to Restricted Industrial under the Zoning Ordinance for Spokane County which is still in effect. AlLhough the previous acLion provided for a zone reclassification, the Board finds the current proposal with its extensive landscaping provisions, road networic improvements and provisions for public sewering represents a substantial improvement ove; the project as previously considered. 13. That the project has been designed cons;stent with tne state and local provisions of the Shorelines Management Act contained in RCW 90.58 and the - 4 - LL// ~ • • . local Shorelines PAanagement Pian for Spokane County. 14. Tha-, the Board finds the necessary utility and public improvements necessary to support this project have been recommended by Couniy staff and have been agreed to by the sponsor. These improvements will cause the project to serve the general pubiic health, safety Pnd welfare. 15. That the Board understands that certain environmental changes will occur, hut this was understood when the initial concept :vas approved in 1981. The Board believes the beneiits from this project will outweigh any adverse impacts. Further, when an EIS is prepared for a project such as this, the project may be conditioned to mitigate specific identified adverse environmental impacts. The Board finds that the condiiior,s of approval mitigate specific identified environmental impacts. Additionally, the Boa: d finds pursuant to RC<<' 43.21C.060 that all reasonable mitigation measures are sufficient to r;iitigate the impacts ' 16. The Board received comments from the appei:;,nts iha: the prior retoning action for this sitc, (County Planning File r2E-:30-78) was imprope; due to alleged defects in the public notice. The Board finds that this is a legal issue to be resolved by the court. However, the Board has considered the present proposal on its own merits, affording the sponsers as weil as appellants the abitity to address a{I relevant issues, including environmentai. 17. The Board received comments that the commercial development of Sullivan Park Center will have an adverse impact on e::ier business centers within Spo6cane County. Economic consideraLions are one factor whicn may be consiciered outside of SEPA, and as such are afforded such weighi as the Board deems appropriate. The Board's policy, generally speak:ng, has looked toNvard approvals of major com,mercial facilities %vhen sup.--orted by the comprehensive plan and public health, safety and welfare cor,;.erns and then let the free enterprise system sort out tfie proposals. 18. That concern %-.,as expressed that the proposa; would contribute significant amounts of surface water discharge into ihe r;ver or aquifer* thereby reducing water quaiity. The control oir surface water dispas:.! is car-e;ully conditionec by the Spokane County Engineer's Department t~nder Board adopted '208' lyastewatcr Program guidelines. The Board notes these regulations are em- ployed with all developmeni over the Aquifer Se!;sitive Anea and have been found e'lfective in preventing pollution of suriace and ground waters. ~ . , f . . ~ . 19. The appeltants indicated that the anticipated increase of tra'fic would cause higher noise levels in the area and degrade the air quality. Evidence presented to the Board indicated that traffic noise generated by the projecz will not adversely affect residential areas as they are sigi-iificantly buffered by the I-90 frecway and the ridge to the south and the Spokane River and other- industrial develoQments to the north as well as the voluntary setback on Lot 27. The air quality concern was addressed in environmental documenis and subsequcntly reviewed by the SpoScane County Air Pollution Control Au:hority. The impaces currently anticipated are believed to be less than originally contemQlated with the 1981 zoning approval because of rnandatory air emission controls ~or automobiles in the County, the increased use oE unleacied gas and smaller automobile engines. 20. That after considering all agencies/departmen[s' review and public testimony, tne Board concludes that the proposal as cor.dit;oned %vi!I nct be oe:rimenCal to the general public health, sa`ety and ~:,elfare. 21. That at the public hearing, Attorney Tom i•i;ay, at the conclusicn of all testimony Questioned whether•or not the Board shoulc4 have svrorn in all indi- viduals providing testimony. The Board notes that in fact the local Spekane County Environmenta; Ordinance in Section 11.10.170 does provide that tzsti- mony be under oath. However, the 8oard fincs thai, althaugti being a•r.,a:-e of the manner in which the hearing would be held before ;he Board, the appellants did not raise t;►is issue until after the ciose oi the pUb4ic testimony. Additionally, the [302rd finds that in their judgmen:, all testirriony appeared to be truthfully given. 22. That the sponsors, as indicated in prior find:ngs herein, did init;ats a zone change in conjvnction with their propcsal. This Zone change %.:as not required in order to develop the property as proposecE. However, the spansors desired to make the proposal consistent with the ne:: County zoning ordin2nce. Although this is the case, the Board finds that the sponsor has demonst; at°d changed conditions warranting the new zoning. i hese include, but are not necessarily limited to the Spokane County new zaninC erdinance in and of itself. Additianally, changed conditiQns include a change ir, the eriginally contemplated development pattern of tlie cornmunity. 23. Thai on February 18, 1986, the Board, at a regular meeting, did the ap- peal based upon the testimonies submitted at the public hearing and other evi- J - 6- , \ Z.., . . dence avaiiabie to the Boar-d and thus make the foilowing decision: DECISION From the foregoing Findings, the Board hereby DENIES the appeal and UPHOLDS the Hearing Examiner CommittPe Decision of Approval, subject to the revisions presen:ed for buffering presented ai the 6oard hearing and those conditions of approval adopted by the Hearing cxaminer Committee, a:tached hereto as Exhibit A, and incorporated herein by reference. BY THE ORDER OF THE BOARO THIS Z,~--WDAY OF 1986. t BOARD OF COUivTY COMi'r115SI0iVER5 OF SPOKANE COUNT , ti'AS INGTON ----Cha,rman l - ~ rThe above action taken by a una im s vote of the Board of Spokane County Commissi ners as follows: Commissioner ICeith Shepard - Aye Commissioner John (,,lc8ride - Aye Commissioner Grant pcterson - Aye RTT EST : \'lILLIAiv1.-E. DDNahUE Clerk of the/Board ~ ~ V By: D Clerk , - f_ . ~ ' _7_ . ~ • • ' ~;`~ti, ~ ~~~.--T~i-lY~i«7I..1 TS s~ 0338 << Pkc-c,) N0. BINnING SITL• PLAiN aSP-43-96 BErO[Z].;1'I•IC BOi1RD OI' COUNTY COMM(SSIONCRS FOR SI'OKANG COiJ,.N,'i 1' IN TrIL- ~ti1ATTL-R OF r1LING 7I-IL- FINnL ) BINDING SITE PLAN, BSP-48-96, ) P E S 0 L U'I' I 0 ti' N SECTION 11, 70V'lNSi-IIP 25 N., ) rtnNcc 44 c.w.M., sroxANL cow-rY, ~ W/1SI-f CNGTON BL- 1T RL-SOLVCD BY TI-iC BOnRD OF COUN7Y CONf>> iSSIONCRS OF SPOi;A.N= COUNTY, W/1SFIINGTON, tllat (hc Bindirig Sitc Plan I3SP-11S-96, bcirig tlzat porcion of Scction 11, Township 25 Nor(h, R1n,c,c 44 E.W.M., Spokanc Coun.y, Vjasliinstoil, dcscribcd ; s folia'.:s: PARC T• "&:L Lot Block 1, SULLIvnN Pi1I'J< CL-NTLR, according lo o!at rccorcicd in Volur;ic 19 °iacs, Pagcs 25 and'26, iri Spok. nc Coiinty, UJasiiington. PARC-Ei. That portian of tlic Soutinvcs, quarlcr of SLCTION 11, TO~VNSf-I[!' 25 N:ORZ'I-i, IZt\NGi-- 44 LAST, W.M. in the Spokmic County, Wasliington, dcscribcd as follo%vs: 3EGINNfivG at the I``ortl;:vcst corncr of Lot I, B!ock 1 of the Plat "Suilivati Parl; Ccc) tcr," accorcling co plat rccordcd in Voiumc 19 Plats, P4gcs 25 and 26; clicncc South 0602S' 1 S" East along tlic `jlest linc of said Lot l, 865.00 fcct; thcncc Soutl) 56°2G'27" Easi alonr said V-1cs:cr1y linc, 778.50 fcct to a point on, tfic Northcrly right of Way of ir.Iers!.1tC 90, said poir.t bcing thc bcgiruiing of a non-tar.gC;I( CLi VC C01lCavc co the Norchcas< <vith r4dius ol'2314.79 fcct and a ;adial bmnng of Soucl> > 8°1G'0"" Wcst; tllcncc Northwcsccriy, tilrougib a eei1tra! -mgic oC 10°04'43", a.n nc distamcc of 495.14 fcct to the ctid of curvc; :hcricc North G 1°39' 13" Wcst 424.50 fc;ct to the bcgi:i;iing of a curvc concavc io the East witi, , radiiis o; 50.00 fccc; tltcncc Nortlicrly, tIlfOUglI 1 CCIIf(itI 117a1e olS7°23'32", an vc diseancc of 76.26 fect to the begim-ling of a rcvcrse curvc concavc to thc Northwcst with a radius of 316.20 fcct aild a radial bczrir►g of South 64°15'4I" East; lllcncc Northcastcr(y, tlirough a ccn[ra! anglc of 32°12'37", a:^d arc distancc of 45S.035 fcct to the cnd of curvc; thcncc iNortll 002S' 1 S" Wcst 376.19 fccc ►o a point on llie Soutlicrly cighc of way of Indiana Awcnuc bcing 37.00 fcct Soutli of tlic ccntcrline, said point bcing on a curvc concavc to Ciic Norchwest witli a racliLS oCG7GS.56 fcct :tnd a raGial bcaring oL'South 05°52'45" Esst; tlicncc L-astcrly alocig said Southcrly right oi way, ti7f0Ugl1 1 ccntcal ang(c oC40°3533", ati arc distarrcc of 70.00 Ccct to tlic ZVcsterly 1111-- of said $uilivan Pvk Cen(cr and 1 changc in right of way from 37.00 fcct to 3S.00 fcct Souch of lhc Ccntcrlinc oC said Indizna ltvcnuc; thcncc Souch 06°2S' i 3" L-asc 1.00 Ccct to tfic poinc olfbcginninS. UPON THE R.CCOMVICNDAT10N of the Spokanc Counly Building anc P(a:lnir.S Division, thc Binding Sitc Plan is approvcd with tlic cxccption that the public rights cf t-v3}, dc;iicatcd in cliis IIinding Sitc Plan r,vill bc cstablishcd for maintcnancc purposcC uiilil the County L-ngincc: Iias ccrliricd chlt thc roads havc bccn improvcd to County siandZrds znd approvcd by a scparzic resolulion of thc Board of County Commissioncrs. 11DDITIOiN/\LLY, until !hc I3inding Sitc Plan docu►ncnc is f icc in tl;c Spo~:lnc County Auclitor's OCficc, tliis Biiiding Sitc Plan has on(y prcliminlry Bindi,ig Silc Plan stz,-is zncl is svbjcct*to c}:piration wid null and vaid status if not pcriodicaily grzjltcd z;l CXtCRS10n, of timc consistcnt witll tilc poiicics , nd proccdures of clic Buiiding ar,d Piailning Division. i~ . • ' 1 . , ~ 36 0338 ~ PASSL-D BY TI-IE BOARD T1-IIS ~ D11Y OT APRJL, 1996. . 130ARD OF COUNTY COv(MfSSIONCF'.S OP SPOKAti'i COUi i 1', WnSHI1'GTON rillYD. 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' • ; 1tP 290.16 TO HP 251.69 4 Cv[RGREEN ROAD IfITERCtIGNGE " ~sauut tatMIr VICl.llf uf VIClNITY HAP AND YOTAL PARCEL DETAILS IUIdL II.NLIII OF f'I.AN : I.12 NIlfS u~••i.. nrra~a i i~~ ~ . l(GfhD tlJ , . iii..iii.. ~ ~0'1~~~ ON~1.1~ w~el~l (G 0~lll~ r~~~j1~~~, ~ • I{ , IU111111~11 tr~(t1L~ I'~~ ' J OW~~ II~II pi4IM1(U wV~tl 0.~...r 11. ~~~r ~ W ~ ~ 1•111 I fI 1 N111 uin...~ w•~.~ i ~ , . , f ' J P R ed 013 ~ Inc it y, PRICE DEVELOPMENT COMPANY, " LIMITED PARTNERSHIP TELEPHONE (801) 486-3911 35 CENTURY PARK-WAY • SALT LAKE CITY, UTAH 84115 TELECOPIER/FAX (801) 486-7653 FAX (801) 485-0751 NYSE:JPR RECEiVED N o u 2 31998 sPO~NE CouNTY Er~GINEER November 18, 199~ r//, , tiff Mr. Ross E. Kelle ' Engineer Spokane County Pu lic Works 1026 West Broadway Avenue Spokane WA 99260-0170 RE: Evergreen Interchange Dear Ross: Enclosed please find the fully signed original of the Satisfactions Agreement. It is my understanding that you will send me a certified copy for our files. We look forward to finally being able to pull permits for our expansion of the mall and especially look forward to having the interchange constructed. . ' Should you have any questions or comments, please do not hesitate to contact me. Sincerely, PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP a Maryland limited partnership F3y: JP Realty, Inc., a Maryland corporation, its gene 1 partner - avid R. S ey resid~nt/Cieneral Counsel DRS:Imw cc: .Iohn Pricc Rex Frazier Ray tkiilson Return to: /~8 rOIPVq SATISFACTION OF CONDITIONS AGREEMENT THIS AGREEMENT, made and entered this '~'`day of /"IA, 1998, by and among Spokane County, a political subdivision of the State of Washington, having offices for the transaction of business at 1116 West Broadway, Spokane Washington 99260, hereinafter referred to as "COUNTY," and Hanson Industries, Inc., having offices for the transaction of busiciess at 15102 East Indiana Avenue, Spokane, Washington, 99216, hereinafter referred to as "HANSON," and SPOK:ANE MALL DEVELOPMENT COMPANY, LIMITED PARTNERSHIP, a Utah limited Partnership, having offices for the transaction of business at &tL L ereinafter referred to as "SPOK:ANE MALL," joindy hereina.fter referred to as the " ARTIES." WITNESSETH: • WHEREAS, pursuant to dic provisions of cliapter 36.70 RCW, chapter 58.17 RCW and local County ordinances adopted pursuant thereto, the County has the statutory obligation to guide and regulate the physical dcvclopmcnt of tlic: wuncorporatui arcas of Spo{caiic County, including but not ncccssarily limi(ed to thc approval of subdivisions, zone changes, and binding site plans; and WHEREAS, on tlic 25`h day of MZrch, 1986, under Spokane County Resolution No. 86-0265, HANSON received approval from the COUNTY for a mixed use development on an approximate 226-ace site to include vn accomp:unying rezone, having a Spokanc County Planning Dcpartment File designation of PE-1504-85 and ZE-180-78; and WHEREAS, in conjunction with the approval of PE-1504-85 and ZE-180-78, HANSON was required to meet certain conditions of approval which were broken down into three (3) phases, Namely Phase 1, Phase II and Phase III; and WHEREAS, subsNucnt to thc approval of PE-I504-85 and ZE-180-78, HANSON soid a portion of the property which Nvas the subiect of sucli approval to SPOKANE MALL DEVELOPMENT COMPANY, L1Mt"1'EU !'AR'1'NEltSH1N, a Utali Linlilul partncrsliip; and Satisfactiun uf CunJitiuns Agrccmcnt Pagc 1 of 9 ~ ' i WHEREAS, under Spokane County Resolution No. 96-0338, that portion of the properly which was the subject of approval under Spokane County Resolution No. 86-0265 and which was sold by HANSON to SPOKANE MALL receiveti approval of a Binding Site Plan, BSP48-96; and WHEREAS, the Final Environmental Impact Statement and Supplemental thereto for PE-1504-85 and ZE-180-78, approved under Resolution No. 86-0265, provided that development of the property would occur in three (3) general phases, Nvith Phase II not proceeding until roadway construdion and improvements set forth under Conditions of Approval recommended by the Spokane County Engineering Departinent and made a part of the County's approval were satisfieti, which conditions mean that no building permit would be issued for any Gross Leasable Area in excess of 650,000 square feet (later increased to 715,000 square feet) for BSP48-96 and no building permit would be issued for any Gross Area in excess of 95,000 square feet for Market Point I(as calculated on the conversion of a planned hotel site within Phase I to retail uses) within PE-1504-78 and ZE-180- 78; and WHEREAS, BSP48-96, approveri under Resolution No. 96-0338, included various conditions to include Condition No. 1 under COUNTY DMSION OF ENGINEERING AND ROADS CONDITIONS which provides: The applicant shall comply with the Conditions of Approval for Spokane County Zone Change ZE-180-78 and the conditions imposed as part of the finalization of PE-1504-85. Additionally, all environmental documents under the State Environmental Policy Act (SEPA) applicable to this project. WHEREAS, SPOK:ANE MALL and HANSON, desire to enter into an Agreement whereby they will provide certain moneys to Spokane County in exchange for Spokane County agreeing that certain Conditions of Approval recommended by the Spokane County Engineering Departrnent ONLY within the Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. 1, 14, 15, 16, 17, 19, 20, 21, 28, 29, 30, 32, 33, 34, 35, 36, 37, 38, 40, 41, 42, 43, 443, 45, and 46 with condition No. 39 separately addressed, adopted under Resolution No. 86-0265, including but not necessarily limited to the construction of the Evergeen Interchange, Evergreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (with all infrastructure improvements) from Pines Road to approxunately 715 lineal feet east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, ihe intersection of Indiana Avenue and Pines Road, as well as Condition No. 1 under COUNTY DMSION OF ENGINEERING AND ROADS CONDITIONS within BSP-48-96, to the eYtent that it adopts the above referenced condifions, have been satisfied. NOW THEREFORE for and in consideration of the mutual prorruses set forth hereinafter and the Parties do hereby agree as follows: SECTION NO. 1: INCORPORATION OF RECITALS E:ich of dic Recital paragraphs is incorporatcd hcrc;in by dhis rcfcrcncc as though set forth again in full and made a part of this Agreement. SECTION NO. 2: SATISFACTION OF CONDITIONS (a) The COUNTY agrees that certain conditions of approval includeti under the tenninology "County Engineer Dcpartment" nNLY Nvithin dhe Conditions of Approval for PE-1504-85 and ZE-180-78, namely Nos. 1, 14, Sutisfaction of Cnnditions Agrccmcnt Page 2 of 9 ~Izdl . f-.160 , - . , - , - 15, 163, 17, 19, 20, 21, 28, 29, 303,32, 33, 34, 35, 36, 373-38, 402, 411- 42, 43, 44, 45, and 46 with condition No. 39 separately addressed, in conjunction with PE-1504-85 and ZE-180-78, adopted under Spokane County Resolution No. 86-0265, including but not necessarily limited to the construction of the Evergreen Interchange, Evergreen Connector to Mission, and Evergreen Road south to Sprague Avenue, Indiana Avenue (with all inftastructure improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Roa.d, the intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Road, a copy of such Resolution being attached hereto as Attachment "A" and incorporated herein by reference, as well as Condition No. 1 0NLY under COIJNTY DMSION OF ENGINEERING AND ROADS CONDITIONS within BSP48-96, approved under Resolution No. 96-0338, a copy of such Resolution being attached hereto as Attachment "B" and incorporated herein by reference, to the extent that it adopts the above referenced conditions, have been met and/or satisfied by HANSON and SPOK:ANE MALL. (b) In consideration of the C4LTNTY agreeing to the provisions set forth in Section No. 2(a) hereinabove, HANSON and SPOKANE MALL shall jointly initially deposit with the COUNTY by bond, letter of credit, cash or other lawful U.S. currency the sum of FIVE MILLION TWO HUNDRED THOUSAND DOLLARS ($5,200,000.04). Upon deposit of the estimated contribution by HANSON and SPOKANE MALL, the COUNTY is authorized to draw upon the funds contributed at any tirrie in the same ratio as HANSON and SPOKANE MALL have contributed. For the purposes of this Agreement, the terminology "Project" shall refer to the Evergreen Interchange, Evergreen Connector to Mission and Evergreen Road south to Sprague Avenue, Indiana Avenue (with all infrastructw'e improvements) from Pines Road to approximately 715 lineal feet east of Sullivan Road, the intersection of Indiana Avenue and Sullivan Road, the intersection of Indiana Avenue and Pines Roa.d. In addition to the financial contribution by HANSON and SPOKANE MALL for the Project, HANSON and SPOKANE MALL agree to dedicate at no cost to the COUNTY the land needed for right of way as shown on the document entitled "Preliminary Plat for Sullivan Park Center" dated May 15, 1985, which was digitized to describe the right of way necessary for Evergreen Interchange north of I-90 and its connection to Indiana. This right of way is calculated to be 321,639.97 square feet. A copy of the Preliminary Plat for Sullivan Park Center" dated May 15, 1985, and digitization describing the right of way necessary for Everbreen Intercliangc north of I-90 and its connection to lndiana is attached hereto as Attachment "D" and incorporated herein by reference. HANSON and SPOKANE MALL also agree to dcdicatc: land under their respcctive ownc;rsliip and/or control nccdcd for the "expanded right of way." The terminology "expanded right of way" shall mean the difference in the total amount of area behveen "Preliminary Plat of Rccord" dated May 15, 1985, which was digitized to describe the right of way necessary for the Evergreen Interchange north of I-90 and its connection to Indiana and ihe final Project dcsisn as shown on thc Final Right Of Way And Limited Access Plan designed by Washington State Department of Transportation for the Evergreen Road Interchange approved December 23, 1997, a copy of szid document bcing att:tched hereto as Attlchment "E" and incorporated herein by reference approved undcr Resolution No. 96-0338 or the ultimate desigi as approved and/or constructed for the Evergreen Road lnterchange, «Jhich ever is less. The COUNTY agrees to compcnsate HANSON and SPOKANE MALL rc:spectively for the value of the "cxpandcd ribht ot' way" under tlieir ownursliip ancllor control ailcr tinal acccptancc; of lhc !'rojc;ct. "I'hc valuc of such "expanded right of way" shall be determined by an MAI appraiser jointly selectul by the Satisfaction of Canditions Agreement Yagc 3 uf I - /I ~ 1 Parties. HANSON'S compensation shall be in the form of credit firstly applied to his responsibility, if any, for an additional financial contribution toward the Project as provided for hereinafter, and secondly toward HANSON'S responsibility for public infrastructure improvements as a result of his future developments. SPOKANE MALL compensation shall be in the form of a COUNTY warrant. Provided, however, the COUNTY and HANSON may mutually agree to exchange COUNTY property in lieu of credit toward HANSON'S responsibility for public infrastructure improvements. For the purposes of this Agreement public infrastructure improvements shall mean traffic, transportation, utilities, and public roadway drainage improvements as well as right-of way-costs. Additionally, HANSON and the COUNTY agree that if the Washington State Department of Transportation allows use by HANSON of WSDOT property in conjunction with HANSON'S development under PE-1504-85 and ZE-180-78, that the COUNTY will receive credit against any moneys owing to HANSON under the terms of this Agreement. The value of the use of the WSDOT property shall be determined in the same manner as the value of the "expanded right of way" provided for herein. The bond or other securities provided by HANSON and SPOKANE MALL jointly shall be valid for five (5) years or completion of the Project. If these funds are not utilized within five (5) years or the completion of the Project from the date of deposit, any unused funds or portion of bonds shall be returned to HANSON and SPOKANE MALL respectively in the same proportion as they were originally contributed by each party. The PARTIES aclrnowledge that a combination of funds from the HANSON, SPOKANE MALL, Washington State Department of Transportation (WSDOT), the Washington State Transportation Improvement Board (TIB) and the COUNTY will be used to construct the Project. The COUNTY originally estimated that HANSON and SPOKANE MAI-L'S joint financial obligation toward the Project would approximate FIVE MILLION TWO HUNDRED THOUSAND DOLLARS ($5,200,000.00). This figure did not include the cost of the "expanded right of way." The PARTIES agree that the actual contribution of HANSON and SPOKANE MALL will be determined by the COUNTY after final acceptance of the Project. At that time, the total cost of the Project will be determined solely by the COITNTY. The cost of the Project will include the value of the "expanded right of way." The COUNTY will then allocate thiriy-eight percent (38%) of the costs of the Project to HANSON and SPOKANE MALL. This percentage has been agreed to by all Parties as the proportionate share of the Project which is the sole responsibility of HANSON and SPOKANE MALL jointly. In the event HANSON'S and SPOKANE MALL'S initial financial contribution toward the Project is less than t}heir pcrcentase share as determined hereinabove, HANSON and SPOKANE MALL shall jointly and severally be liable for paying the COUNTY the additional funds due within thirty (30) days of notification by the COUNTY of such amount. In the event the COUNTY owes either HANSON or SPOKANE MALL any consideration for the "expanded right of way" this amount may be a credit against any additional funds due. In the event HANSON'S and SPOKANE MALL'S initial financial contribution toward the Project exceeds their actual share as determined by the COUNTY hereinabove, the COUNTY shall provide HANSON with Sutisfuctiun uf Cunditiuns Agrccmcnt Pagc 4 of ) ~ , credit toward his responsibility for public infrastructure improvements as a result of his future developments, exclusive of Condition No. 39 addressed in subsection (e) hereinafter, or in the case of SPOKANE MALL a warrant for such excess contribution. HANSON'S credit shall be equal to the amount which is owed to HANSON for the "expanded right of way," plus the difference between his initial financial contribution and his final financial contribution as determined by the COIJNTY hereinabove. The amount due-by each shall be in the same ratio as they originally contributed toward the $5.2 million dollar initial contribution. (c) The COUNTY agrees that it shall not, through the Spokane County Engineer, require any additional conditions in conjunction Nvith any extension of time(s) applied for and/or approved with regard to PE-1504-85 and ZE-180-78 or BSP48-96. (d) The COLJNTY agrees that it will apply the same square footage calculations for determining Gross Leasable Area for HANSON in conjunction with PE-1504-84 and ZE-180-78 that it has used with regard to Spokane Mall with stand alone pads and, to the extent applicable, the Spokane Industrial Park. Both Parties agree to negotiate in good faith to the extent that there may occur any disagreements as to these and other issues relative to PE- 15 04-85 and ZE-180-78. (e) Condition No. 39, and referenced hereinabove, provides as follows: 39. Indiana Avenue (east of Sullivan Road) shall be constructed as a five-lane facility from Sullivan Road to the easterly terminus of the Project. Indiana shaU be consteucted per the approved road plans and in conformance with the aQproved typical roadway cross-section. The COUNTY agrees that HANSON has the sole responsibility to satisfy this condition and it can be done in the following nanner. lf Indiana Avenue, east of SuUivan Roa.d, is constructed to a design standard approved b the Spokane County Engineer for a public roadway, HANSON or his/her successors shall dedicate, ai no charge to the COUNTY, all necessary right of way and shall be solely responsible for funding of all design and construction costs. The COUNTY agrees to use its best efforts to secure grant funding to construct an extension of Ind.iaiia Avciwc c;ast from Sullivan Road to Flora Road and/or Mission Road. However, the partics hereto agree that the COUNTY is in no way obligated to financially contribute to such extension. HANSON agrees to pennit Uic COUNTY to luvcrsbc its privatcly fiuided improvcmcnts for public srant funding requests. SECTION NO. 3: TIME IS OT' TI-IE ESSEIYCE . Thc Parties agra: that timc is of dhe esscnce in conjunction with the provisions of this Agreement. In the event HANSON and SPOKANE MALL do not make a one-time payment of $5.2 million dollars, as referrc;d to in Scction No. 2(U), Nvithin thirty (30) days of the execution of the Agreement by the COUNTY this Agreement shall automatically terminate without the necessity of any action by either Party. !n the event HANSON or SPOKANE MALL have made a one-timc payment of any portion of the $5.2 million dollars to the COUNTY, it shall be rc;turnc;d 'ui tull to such contribulor. "1'hc par[ic;s a;rec; tliat building pcmuts can be issuc;ti for Yliasc II of thc Sullivan Park Project when all conditions sct forth in this Section have been met with the exception of C;uuclition No. 39, whicli is lrwtW supw-alcly. SHtisfaction of Cunditions Agrccmcnt Yxgc 5 uf A , , . + SECTION NO. 4: MODIFICATION No modification or amendment of this Agreement shall be valid until the same is reduced to writing and executed with the same fonnalities as this present Agreement. SECTION NO. 5: WAIVER No officer, employee, agent or otherwise of the COUNTY has the power, right or authority to waive any of the conditions or provisions to this Agreement. No waiver of any breach of this Agreement shall be held to be a wa.iver of any other or subsequent breach. All remedies afforded in this Agreement or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the COUNTY to enforce at any time any of the provisions of this Agreement or to require at any time perfonnance by any other Party of any provision hereof shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part hereof, or the right of the COUNTY to hereafter enforce each and every such provision. SECTION NO. 6: NOTICES All notices called for or provided for in this Agreement shall be in writing and must be served on any of the Parkies either personally or by certified mail, return receipt requested, sent to the PAR'ITES at their respective addresses hereinabove given. Notices sent by certified mail shall be deemed served when de,posited in the United States mail, postage prepaid. SECTION NO. 7: HEADINGS The section headings in this Agreement have been inserted solely for the purpose of convenience and ready reference. In no way do they purgort to, and shall not be deemed to, define, limit or extend the scope or intent of the Sections to which they appertain. SECTION NO. S: VENUE STIPULATtON This Agrcement has and shall be construed as having been made and delivered in the State of Washington, and the laws of the State of Washington shall be applicable to its construction and enforcement. Any action at la«+, suit in equity or judicial proc,eeding for the enforcement of this Agreement, or any provision hereto, shall be instituted only in courts of competent jurisdiction within Spokane Counry, Washington. SECTION NO. 9: ALL WRITINGS CONTAINED HEREIN T1iis Agreement contains all the terms and conditions agreed upon by the PARTIES. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the PARTIES liereto. All PARTIES have read and understand all of this Agreement, and now state that no representation, promise or agreement not expressed in this Agreement has been made to induce any Pa.rty to eaecute tlle svne. Satisfactiun uf Conditions Agrccmcnt Pity;c ! of 9 1 . ~ ~ , SECTION NO. 10: AGREEMENT TO RUN WITH LAND This Agreement constitutes a covenant running with that land which was the subject of Spokane County Resolution No. 86-0265 with regard to PE-1504/ZE-180-78 and BSP-048-96 approved under Spokane County Resolution No. 96-0338. SECTION NO. 11: AUTHORITY TO EXECUTE All PARTIES to this Agreement represent and certify that they have full authority and power to enter into and carry out this Agreement. The persons signing this Agreement represent that they have authority to act for ad bind their respective principals. IN WITNESS ~ QF'FR' I?arU, ve caused this Agreement to be executed on the date and year opposite their respective O 4 . ~ ATTEST: . AR.D OF COUNTY COMMISSIONERS ~ IJ! NSPO COUNTY, WASHINGTON WILLIAM E. DONAHUE, sL.':'- . ' ' Clerk o e Board ~ cou'li" • P ~ D. S,_Chair Y~ . A LA ER1CK N Deputy Clerk M. KAT.E LIN, Vice hair DATE: JO 'ROSKELLEY STATE OF WASH[NGTON ) ) ss. County of Spokane ) On this,--l'7,r a day of i/I , 1998, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared PHII-LIP D. HARRIS,. M. KATE McCASLIN, and JOHN ROSICELLEY, to me known lo be tlie Coimiussioners of the Board of Cowiry .Coirunissioners of Spokane County, a political subdivision of the State of Wastungton, that executeri the witlun and foregoing instniment, and acknowledged tlie said instniuiciit to bc: thc; fizx; and voluutaryact and dcxcl of &iid politiail sutxlivision, for tlic uscs and purposcs tlicrcin mentioned, and on oath stated that they were authorized to execute said instniment, and that tlie seal affixed is the seal of said catiii(y. IN WITNESS WHF~~V,11~iRyretinto sct my hand and affixed my seal the day and year first written abovc. `N . . L, 6 ` , U fARp~~';Z~`- - ~ r . , '_,xo._ NOTARY PUBLIC in and for the Slatc of _ P. UQL1G Washingloii, residing a1 Spokane. . ~ ~~i~' • W My commission cxpires: Satisf'actiun uf Cunditiun~c A~ i'~'c ' E v'`!4j 111 Pagc 7 of 9 ~ DATE: q 1 ~ HANSON INDUSTRIES,INC.: By. • G~ • , (Title) STATE OF WASHINGTON ) ) ss. County of Spokane ) On this ~-'day of _2&,~fJ`'r , 1998, before me, the undersigned, a Notary Public in and for the State of W h ngton, duly corrunissioned and sworn, personalty appeared RAYMOND A. HANSON, President of Hanson Industries, Inc., to me lrnoNvn to be the individual that executed the within and foregoing instniment, and aclanowledged the said instrument to be the free and voluntary act and deed of said political subdivision, for the uses and purposes therein mentioned, and on oath stated ihat they ivere authorized to execute said instrument, and that the seal affixed is the seal of said County. IN WITNES,S WHEREOF, I have hereunto sei my hand and affixed my seal the day and year first written above. - , N Y PUBLI~/in and for the State of Washington, residing at Spokane. My commission expires: ~ DATE: IO SPOK:ANE MALL DEVELOPNiENT COMPANY, LIMITED PARTNERSHIP, a Utah limited parhnership By: JP Realty, inc., a Maryland Corpo on, ral er WGe e x F , ent LEGAL DEFT STATE OF WASHINGTON APPRQVAI ) ss. ~ County of Spokane ) On this ~ day of 1998, before me, the undersig~ed, a Notary Public in and for thc State oF Washington, duly conunissionul :uid sworn, pcrsonally appeared G. Rex Frazicr, Presidcnt JP S,klis f,kcliu~i of Condiliuns Abrcciitcul Pagc 8 uf 9 i-~5 ~ ^ . I . . Rea.lty, Inc., to me krnown to be the individual that executed the within and foregoing instnument, and acknowledged the said instnament to be the free and voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to eYecute said instrument. IN WITNESS WHEREOF, I haVe hereunto set my hand and affixed my seal the day and year first written above. ~....................Pub ~ ~ 'A AJ4 ~ ~,t~E yM' wADE ~ N6tWYP1BL1C in and for the State of J 1 1020 South 300 Eatt Satt 1,.*8 Ciry, UtLh 84111 i ~~~~~eka~3e. I 1 ~ I,rty CommUSon Ex~:ros L~ ~ • _ ~ a~- ~ [.-'t Wy 1. 1:: SSara cf Utah 9 L ~ .......J My commission expires: ~ - ~ -g (nVvOi im ll2.joinf..lf'e) Satisfaction of Cunditiuns Aarecmcnt . P»};c 9 of 9 ♦ • . , ! / A if `~~'TAc-~ M GnI'- %i 67 PAG 65 ) NO. 86-0265 BEFORE THE BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY, W•ASHINGTON IN THE MATTER CONC~C1J.1~ PRE- ) LlMINARY SUBDIVISIO PE-1504-85,,~> ) FINDINGS OF FACT, SULLIVAN PARK CENTER bc ~E-1'8@-78 ) AND OECISION ) - SPONSOR: HANSON PROPERTIES THIS MATTER, being considered by the Board of County Commission- ers of Spokane County, hereinafter referred to as the "Board", of an appeal of the Spokane County Hearing Examiner Committee unanimous decision dated No- vember 19, 1985, where in said Committee approved the above referenced pro- posal subject to certain conditions of approva). The Board received an appeal application on Ncvember 27, 1985, by Tom P. May for Estelle Miller, Evie Crossman, Richard Morgan and Tom Rogers. The Board held a'de novo public hearing on January 27 & 28, 1985, and having fully considered all testimony presented as well as considered Attorney Tom May's letter dated January 31, 1986, and the sponsor's response thereto and having individually acquainted themselves with the vicini[y and the site in question, did reach a unanimous decision on February 18, 1986, to deny ' the appeal and in doing so enter the following: FINDINGS OF FACT 1. That the October 24, 1985, STAFF REPORT was considered as well as the staff presentation before the Board. 2. Tha[ the November 19, 1985, Hearing Examiner Committee Findings and Order were considered. 3. That the file of PE-1504-85 & ZE-180-78 was considered by the Board. 4. 1'hat tlia proposal is a rnixcd-use devclopmcnC on ij 226 acres sile. In- cluded are a 79 acre regional shopping center, 19 acres of other commercial use, 22 acres of business park, 53 acres of industrial parl<, a 300 room hotel -ind i remaining 43 acres of roadways and open space. The development will be accomplished througli the subdivision of the property as shown on the applican['s site development plan of 42 lots, rezoning of the proper[y consistent • • r . ~ with the adopted 1986 Spokane County Zoning Code. It is noted that rezoning at the property was not necessary, however, the sponsor desired to tie down the qroposal as much as possible, thus requiring the rezone under the new . zoning ordinance. The review of this project is further consistent with the site developmenC plan review requirements established with the restricted industrial zoning of the property in 1981. The project sponsor has indicated tha[ the full development of the site will take approximatcly 15 years to accomplish. S. That the proposal is located north of Interstate 90 on either side of the Sullivan Road interchange. The site southeast of the Spokane River occupies portions of Sections 10, 11, 12, 13 & 14, Township 25N, Range 44 E.W.M., Spokane County, Washington. 6. That the proposal has been properly advertised in accordance wi[h state and local regulations. 7. That public testimony regarding the project focused most attention upon the p-oject's potential impact to existing wildlife in the Spokane River Ecosystem adjoining the property to the north and the adverse impacts from additional traffic vofumes which will be generated from the project when it is fully de- veloped. These impacts include noise, exhaust and inconvenience for area residents. Additional conerns raised were that the proposed development was an unnecessary commerical development and could pose an adverse impact upon existing businesses. 8. That the proposal is located in an area designated as Industrial on the adopted Spolcane County Comprehensive Pla'n and is within the Priority Server Service Area (PSSA) where Spof(ane Valley sewers will be installed. The Board finds the mixed commercial ' and industrial uses consistent with the County Comprelicnsive Plan noting particularly that general guidelines and goals anticipitc mi:ccd usc dcvclopmcnt. The project further is consistent with the general locational guidelines ofi the Comprehcnsive Plan in that it is 1) located on relatively flat ground; 2) near artcri;il, frccway and r.iil accc:;:.; ' 3) bufFcrcd Prom .ircas of goncral residential developmenl; 4) thc project wil) be scrved by public water and sewer systerns and will be served by a detailed traffic circulation system which will hn c1nvclor(!rl in pha:cs .if-, t:raffic incrr_,i :c~ in thc arca. 9. That Cfic Doar•d finds the nroposal is significantly buffered from most • residenlial uses in tl-ie Valley in that to l'he souCh oF the property lies the -2- . 49 . - . ' / . , . I Interstate freeway and a natural ridge line elevated above the freetivay on the freeway's southern border. To the north of the site lies the Spokane River, the Kai$er Trentwood Works and further to the east the Spokane Industrial Park. , Two areas which have large lot residential development abutting the property were considered by the Board. One area lies generally on the east side of the project, adjacent and easterly of Flora, the other area lies to the southwest of the project generally parallel to lndiana Avenue as it is currently located. The Board notes that no building will be allowed in the easterly 500 feet of Lot 27. This would provide a substantial buffer to the residential development along Flora. Additionally, the Board finds the project currently has no planned connection to Flora and therefore a very lirnited impact on Flora Road until other properties develop and establish an easterly connection of the Indiana road improvements. The Board finds that the southwest residential area will be protected through site-buffering and restrictions to the develop- ment which the sponsor has agreed to in his presentation. 10. That the provisions of the State Environmental Policy Act, Chapter 43. 21C RC1N, WAC 197-11 and the Spokane Environmental Ordinance,, Title 11 of the Spokane County Code have been met and more particularly: a) By document issued January 8, 1985, by Wallis D. Hubbard, Planning Director, the Sullivan Park Center DEIS, Volumes 1 and 1 (9/80) and FEIS (2/81) are recognized as adopted by reference pursuant to 4VAC 197-11-600 (4) and Spokane Environmenta! Ordinance 11.20.230. b) By document signed January 8, 1985, by Wallis D. Hubbard, Planning Director, a Determination of Significance and Request for Comments and on scope of a Supplemental EIS was issued for modification to the original site plan, a preliminary plat and zone reclassifications. c) The above documents were circulated consistent with WAC 197-11-510 and Spokane Environmental Ordinance 11.10.130. d) The Draft Supplemental EIS was scoped, drafted, issuecl, cir- culated, reviewed, revised and a Final Supplemental EIS issued pursuant to tiVAC 197-11 and the Spokane County Environmental Or- dinance. e) T h e total original CIS, the Supplemental EIS and public comment given at the public hearing were noted and evaluated during the d2- cision-making process, including particularly extensive information re- gar•ding habitat impacts and effects upon flora and fauna, both di- rectly and indirectly, the traffic issues, and economic analysis. Thac pursu.int to RCW 43.21C.090, the Board finds that the environmental -3- . documents pr-epared for the project are "adequate" especially in light of the testimony aC the public hcaring. ~ _3_ • , ' . That the Board finds that the applicant has alioted approximately 17 acres of ground adjacent the river for a riparian park to minimize development impacts to the river. The riparian parlc will be passive in nature, without any major ~ • . structure or playground facility. Mr. Mosher indicated in accordance with Washingion State Department of Game guidelines that a one eight-mile area on each side of the river was studied in developing the Shorelines Management Classifications given to the different portions of the river. - Testimony was received that this area of the river is currently experiencing substantial degradation from littering, dumping and motorcycle use. The development of a riparian park would improve the river area by encouraging passive use and facilitating a long range Park Department Plan for a bike trail along the river. The Board further finds that the river shoreland is privately owned property rather than publicly held interest. The Appellants inicated that the proposal would have a significantly ad- verse impact upon the wildlife in the area noting in particular that the area is a bald eagle nesting area. However reports received by the Board including the Environmental Impact Statement and letters from Jerry Hickman, Game Biologist for the Washington State Department of Game, do not support this contention. While the Spolcane River Ecosystem may be a feeding area of eagles, the site is not indicated by Spolcane County or the State of Washington as an eagle nesting area. The Board was informed that the E3oard of Directors of the "Walk in the Wild Zoo" had passed a resolution supporting the proposal. • It is recognized by the Board that the project will cause a reduction in ' small burrowing animals in thc areas tl-iat are developed. 12. Tha[ the Board notes that a project proposing similar uses as are current- ly under consideration was approved in March of 1981. That action reZOned the property to RestricCed IndusCrial under the Zoning Ordinance for Spokane County which is still in effect. Although the previous action provided for a zone r-eclaSsiPication, the C3oard finds the current proposal with its extensive Nindsc:aping pruvi,-ions, rozid nelwurlc improvLrnunl's ancl provisfons Pc,i• puL,lic sewering represents a substantial improvement over the project as previously considcred. '13. 'llial llie pr•ojucl Iwt~ Liceii cJttAoilcd c:u1i5i5luiit wllli tliu !Aytc ui~icl Iociil provisions of the Sliorelines ManagemenC Act contained in RCW 90.58 and the -~1- , . . . . , . local Shorelines Management Plan for Spolcane County. 14. That the Board finds the necessary utility and public improvements necessary to support this project have been recommended by County staff and have been agreed to by the sponsor. These improvements will cause the project to serve the general public health, safety and welfare. 15. That tne Board understands that certain environmental changes will occur, but [his wijs undcrstood wlicn [hc initial concept was approved in 1981. The , Board believes the benefits from this project will outweigh any adverse impacts. Further, when an E1S is prepared far a project such as this, the project may be conditioned to mitigate specific identified adverse environmental impacts. The Board finds that the conditions of approval mitigate specific identified environmental impacts. Additionally, the Board finds pursuant to RC1V 43.21C.060 that all reasonable mitigation measures are sufficient to mitigate the impacts 16. The Board received comments from the appellants that the prior reioning action for this site, (Couniy Planning Fiie #ZE-180-78) was improper due to , alleged defects in the public notice. The Board finds that this is a legal issue to be resolved by the court. However, the Board has considered the present proposal on its own merits, affording the sponsors as well as appellants the ability to address all relevant issues, including environmental. 17. The Board received comments that the commercial development oP Sullivan Par•!< Center wilt have an adverse impact on other business centers within Spo(cane County. Economic considerations are one factor which may be considered outside of SEPA, and as such are afforded such weight as the Board decros apnropriatc. The Board's policy, generally speaking, has fooked toward approvals of major commercial facilities when supported by the comprehensive plan and public hea(th, safety and welfare concerns and then !et the free enterprisc system sort out the proposals. 18. That concern was expressed that the proposal would contribute significant amounts of surface water discharge into the river or aquifer* thereby reducing water qualiLy. The control of surface water disposal is carefully conditioned by the Spolcane County Cnginecr's Department under Board adopted 1208' tVastewJter Nrogram guiclclincs. Thc boarcJ noCes t'hese rcgulijtion-, arc cm- ployed with all development over the Aquifer Sensitive ARea and have been found effective in preventing pollution of surface and ground waters. -5- ~Y' . . . • , ~ 1~`- ` , 19. The appellants indicated that the anticipated increase of traffic would cause higher noise levels in the area and degrade the air quality. Evidence presentqd to the Board indicated thai traffic noise generated by the project will not adversely affect residential areas as they are significantly buffered by the I-90 freeway and the ridge to the south and the Spokane River and other industrial developments to the north as well as the voluntary setback on Lot 27. The air quality concern was addressed in environmental documents anci subsequently reviewed by the Spokane County Air Pollution Control Authority. The impacts currently anticipated are believed to be less than originally contemplated with the 1981 Zoning approval because of mandatory air emission controls for automobiles in the County, the increased use oF unleacled gas and smaller automobile engines. 20. That after considering all agencies/departments' review and public testimony, the Board concludes that the proposal as conditioned will not be detrimental to the general public health, safety and welfare. 21. That at the public hearing, Attorney Tom May, at the conclusion of all testimony quesCioned whether or not the Board -should have sworn in all indi- viduals providing testimony. The Board notes that in fact the local Spokane County Environmental Ordinance in Section 11.10.170 does provide that testi- mony be under oaCh. Howevcr, the Board finds that, alChough being aware oP the manner in which the hearing would be held before the Boarcl, the appellants did not raise this issue until after the close of the public testimony. Additionally, the Board finds that in their judgment, all testimony appeared to ' be truthfully given. 22. That the sponsors, as indicated in prior findings herein, did initiate a zone change in conjuncCion with their proposal. This zone change was not required in order to develop the property as proposed. However, the sponsors desired to make the proposal consistent with the new County 2oning ordinance. Although Lhis is l'hc case, lhc Board t`inds Cha[ the sponsor has demonstraCed changed condicions warrantinq the new zoning. These include, but are not necessarily lirnited to the Spolcane Counly new zoning ordinance in and oP itselfi. AclJilioni,lty, changed cuncJllioris includAj a change in the originally contemplaCecJ devclopment patCcrn of tlie community. 23. That on February 18, 1986, the E3oard, at a regular meeting, did the ap- pcijl Vasccl upori lhc leslimonles ::uVinillud aC tlic: puVlie Ituarir'ig uncl olliur cvi- ~ / l . V , . dence available to the Board and thus make the foliowing decision: DECISION - From the foregoing Findings, the Board hereby DEN I ES the appeal and • UPHOLDS the Hearing Examiner Committee Decision of Approval, subject to the revisions presented for buffering presented at the Board hearing and those conditions of approval adopted by the Hearing Examiner Committee, attached hereto as Exhibit A, and incorporated herein by reference. BY THE ORDER OF THE BOARD THIS ~"-VDAY OF -7~'~ , 1986. l BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNT , AS INGTON l ' .G,~'.v,'~ - ~--Chai-rman k ' . ~ The above action taken by a una im s vote of the Board of Spokane County Commissi ners as folfows: Commissioner 1(eith Shepard - Aye Commissioner John McBride - AXe Commissioner Grant Peterson - Aye ATT EST : . WILLIAM,E. DANAHUE Clerk % f the/Board , '40 BY= Oeduty Clerk . ' • ~ , ^ . -7- ' ~ . . • . . ` ` , - _ _ . ; ) ~.,-(.A,c.~-4 r~l~ u-~ r3 ' SC 0338 ~2 Pk~ss) • N0. DINnING SITC PLAN IISP-43-96 BCFORL' T1•IL- BOARD Or COUN"1'Y COMMISSIONCRS FOR Sl'OKANL- COUN"f 1' - IN THL MATTER Or FILING Tf-IC r1NnL ) BINDING SITE PLAN, BSP-48-96, ) R E S 0 L U'1' I O N 1N SCCTION 11, T'OWNSI•IIP 25 N., ) RANGC 44 E.W.M., St'OKANE COUNT'Y, ) WASHINGTON BL- 1T RL-SOLVED BY TI-IE BOARD OF COUNTY COiMMISSIONERS OF SPOIGANE . COUNTY, WnSFIINGTON, ihat lhc IIinding Sitc Plan BSP-48-96, beirig (hat portion of Seclion 11, Township 25 Norcli, Rangc 44 E.W.M., Spokanc County, Washington, dcscribcd 1s follows: PAR.S1?L "tA": La( l, Block 1, SULLIVAN PnRK CCNTLR, according to plat rccordcd in Volumc 19 Plats, Pagcs 25anc1-26, in Spoklnc County, Wzishington. PAR ,L"J~, That porlion of tlic Southwcst quartcr oCSECTION 11, TOWNSFIII' 25 NORT1-l, IZANGC 44 LAST, W.M. ici the Spok:uic-Councy, 1Vashington, dcscribcd as follows: BEGINNING at the Northwcsc corncr of Lot 1, Dlock 1 of lllc Plat "Suliivan Parlc Cciitcr," according to plat recorded in Volume 19 Plats, Pages 25 and 26; tlience South 06°28' 18" East along tlic Wcst linc of said Lot 1, 865.00 fcct; thcncc Soutli 56°26'27" East along said Wcstcrly line, 773.50 fccl- to a point on t1ie Noriherly rigtit of way of Interstatc 90, said point bcing tlic bcgiruiing oCa non-tangcnc curvc concavc to the Northcast with radius'oF2814.79 fcct and a radial bcaring of SoutJt 18°1G04" Wcst; thcncc Nortliwcstcrly, througli a cc►?tral anglc of 1 Q°04'43", an arc distancc of 495.14 fcct to tlic cnd of curvc; tlicncc North 61 °39' 13" West 424.80 fect to the bcginning of a cucvc concavc to thc East wich 7 radius oC 50.00 fcct; (hcncc Nortiierly, tlirougli a ccntral angle of 37°23'32", an arc distalice of 76.26 fect to the beginning of a rcvcrsc curvc cottcavc to thc Norlhwcst wit}t z radius of 816.20 tcct and a radia) bcaring of Soulh 64°15'4 I" E1sE; lhcncc Nor(hcastcrly, tluougli a ccntral anglc of 32°12'37", and arc ciistancc of 453.S5 fcct to the cnd of curvc; thcncc North 06°23' 18" Wcst 376.19 fcct to a point . ai the Southcrly riglit of way of Indiana Awcnuc bci,ig 37.00 fect South of ttic ccntcriine, said point bcing on a curvc conclvc to die Northwest wieli a radius of 6768.56 fcet and a radial bcaring of South 05°52'4S" East; thcncc Easlcrly along said Southcrly righl oCway, through a cenlral ang(c of 00°35'33", an arc distance of 70.00 fect to the Westerly line oCsaid Sullivln f'ark Ccntcr and a clinng?c in riglit of way front 37.00 fcct to 35.00 fcct Soulh of the Ccntcrlinc of said Inclivi;i Avcnuc; tlicncc SouUi 06°23' 18" Cast 1.00 fcct to tlic poiiil of bcginninb. UPON T1-IL KE-COMML"NllATION of the Spokanc Counly TiuildiiiU ancl Plauuting Division, lhc f3indingSicc Plan is approvcd wilh thc cxccption lhat the public rights oFway dcdicztcd in this Ui,ul;j►l; :~itc f'Ian %vili bc: (7:.11hlisl1ccl for m~intr.n;incc i-mrimscd iintil thc County L•nginccr has ccrtif+cd chac lhc roicl:, havc bccti improvccl lo CoLinty sland;uds and approvccl by a scpara(e resalution of (hc 1)oard of Counry Comi) i:;sioncrs. ADUI'I'IONnLLY, Ulllll IIIC I3111d111g S1lC Plall (JOCU1llClll IS filccf iii thc Spokanc Councy Auditor':: omce, tlii:; 13indinC Sitc Plan has only Prcliminary Bi»diiig Silc Plan status nilcl is subjcct'to cxpiration anci nUll and void status if not pcrioclically grantccl an cxtcnsion of timc . consistcnt Nvith the policics nnd proccdurcS of tlic Builcli»g and Plannirig Divi;ion. . . ~ • .a • 1 . - i 36 0338 - PASSCD BY TI-IC IIOARD TI-IIS ~ DAY Or APR1L, 1996. BOARD OF COUNTY COMMISSIONERS 0F SPOKANC COUNTY, WASHINGTON illY D. Harri hairpcrson ~ Io o kelley, Dis ict 1 c 1-Iassai, District 2 ATT'L-ST: WILL1ANi E. DONnI-IUE k of thc Board By: ssannc Nlontaguc, Dcputy Clcrk I i , ~{S•`~1 • / v ~ • ~ • ^I P.:lt. . ~ ,•,~v~afRGt~~ T~ • '~ii.s.'r--* --~Y ~ RF ~ ~f Q~ O • / • ~w~\~~ ° , J~f v ~ .D~ . • . ......~N, ~ ~ 3 • ~ 's.'%'"~/~! ~ , '~.ti , .r• C ~ af~, \ octlA~tCR ."i~% . ~``~~t ,G ~ ~.``.r. y f;p I ~0"~l rr~~ o ~~i t• ` ' , ; ~ 1~5 . . . -r~' . .1 „ ~ ~ • '.~y \ 'i ~ ~ ~ . Jl.. ~a'~.. ..r• zt .~-~:..........e::. . , .~i~ : ~ . ,w .a.. o~. % ' ~o~ . • , 1,'• ~ • ~ - ~ -11.;~,~ = I;: ' w ' , ~ ::....r~ 'ti : . . o"'l'.' r i.-. .v''~ ~ ~ ' , ~•~0.... ..iY~'<" ' f 1,~a~.` . ' ' ~i "-~.''.L• - ..~`-'~i.....~fi'.~~,~'``v ~'.='~lr'' ~....titStEwnA MM..OOCiB~n . ~ ' :M' e~%i+t~- •t a, . . Y. [5-.`~ ~ .~~'w N'-`."': .r• I.=+1 tPaCT* B,~ ` ' ' ' '~.....~1~ ~ { y . . . 4,~ ' ";~.:i ~ ~ . ~ ~ ,9.... .io j. t~;~~ ~ , ~ .t.. ~,4,UiE . :1 . ~a i J • r ~ ~ iHTfASi41E 99 ~ ~ t . ~ . . . , ~ . t ' . ~ \r~~w. ~ .r 1, r+t~ ~ • ~ ' ~"'i''Ni ~-'}'y''~,::% 4 ,i . ut~` a • . s' . i ~ t . ,i+}:% ~ ~Y1 ,9• h~~.~~. y17..I.'~, 1, ~ ~~~NE M i~ ,A . ..~1- ~ cr:..v ~7r1 ~U , M.'~ ~L!i i jz ~ ~ ' .11~...` ~ .)~.14~ ~,"~'w✓~ .2... a ~~~~~.ul~"~~.rr ~K~r~ ~~~~~~r1~ v, 2 ,y;,... . j ~1..•• ••1 ~ sn. rr..N~ ~ ~ r~.i "r i ~~'~I ~ . ..~{,,•~1.~•r ~ ' NyI ~✓~~1~ ~.ft.. . ' . . . . , • • \ ~ _ Preliminary Plat of . . , ~ Sullivan Park Center Evergreen Interchange Digitized Area , ; l 321,639,97 Sq Ft 17.5$ A c, ~ Sca e:1 200; ~ 8/98 / 1•/~J1~ ~ I1•'I'IL • 11 • 1~1~ ~ i..~' I U • ~~.1 . ~ ~ . ~ ' . E%0 CF P,t4 I ~ '1 TMOIAMA ip(. , --.T-i.:s- - C'A. L 34!.Z#49.8: P.O.T. ~ r _ ' _ ^ - - - - - - -L~- i__`.•a~nv~ r --T_- > ,n R 0 ~ IE0V1LRQHE ~j 14 f1D♦ i I /)r71llY17 330 -"'~i ~ =,4,• r" .,,~5 pf r.AawPd + I l 75E-3E.16 P.O.T. ~ F.. , S0~`~y~ E IOO-OO.GO P.O.T. ~ ~11 A: tO,w~~„J ~ • ~ ►.T~`•"''~-a. ~ -'4 ~ . I I•04261j o II •04264) ! " la ?`'~*',r; ~ ~ I ~ ' ~c•o~rcy Ms•( eAwr ~ . 0 1 1 °p I ~i+naaa~tua ~ I I ~ -soor ) • ~".~i:. , SUI~IVAH A9. IHT~aCYAi{Q: ~ I~ •?w~` % • ~ ~ ' _i'' 1~~:'i. `•tr~k`~ I 1I 1 _F~ I ~lft~y I I `:7~ I BECINNINC OF PLAN STA, L 312+02.03 P.O.T. AHD.= ,I i ; ~ I , STA. 312+00 P.O.T. 8K. K~:__ I I ~ MP 290.16 I Iroluih iv- ; - ~ a . ~ . ~ 1711, DB~i~B OiD, va~~c _ . ~ • , r~ c~ . ~1T~RC?I~WOG ~ . I , HP 290.16 TO ►f- 251.68 EvE=GRcEN qOAJ 1!~':nCHAS.E 5i%9"C t0uo'- ~::.~171 W V I C I N I TY ti1AP AND TOTAL PARCEL CETA I LS ,~r,~ x,,~, TO(AL LE4GTH OF PI.AN = 1 .52 kl_:5 - lEG(d0 {ftlf t0 N~D-IIIllO MCn lyy /i/I//i/i~ r y .on~n o.iwi. wbns µ•o~~c~) ',~'1.~ ~ l 1 la w 0.1r~1 5..1 7110~~1OQa ./'tlr.l f.e.+i 7S. t~1' rc~i y ~ u;•ti 11~/ 1~ 111~ ' . ~K v . ~