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HomeMy WebLinkAbout6102 r_ ' . ' , . . . . ...1 ' f~:~ ' . . . Retum Address: 200810@9000108 % AU bUr11 GIty G I@rk P A G E 0 01 OF 029 O R D 70. 00 10/09/2008 09:g3 City Of Auburn KING COUNTY, WA 25 West Main St. Aubum, WA 98001 • . RECORDER'S COVER SHEET Document Title(s) (or transactions contained therein): ~ Vacation (ORD 6102) Reference Number(s) of Documents assigned or released: nAdditional reference #'s on page ofdocument Grantor(s)/Borrower(s) (Lasf name first, then first name and initials) FtLED BY PNWT Auburn, City of ~ . Grantee/Assignee/Benefciary: (Last name first) 1. Port of Seattle Legal Description (ab6reviated: i.e. lot, block, plat or section, township, range) All that portion of I Street right of way according to statutory warrantydeed filed under recording number 8911280990 Z Additional IegaL is on page 5 of document. Assessor's Property Taz Parcel/Account Number 9360600258 and 9360600260 ❑ Assessor Tax # not yet assigned Saitl daa,ment(s) wero IfteW tor reCOttl by PaCitiC MoRhwest Tit18 3s atCOmmOdation oniy. R has not Ceen , ez8miae6 as to proper exeCUtwn at as to ft eftect upon tftle. , ORDINANCE NO. 6 1 0 2 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, APPROVING THE VACATION OF A PORTION OF "I" STREET NE LOCATED SOUTH OF SOUTH 277TH STREET, WITHIN THE CITY OF AUBURN, WASHINGTON WHEREAS, the Environmental Impact Statement for the North East Auburn/Robertson Properties Special Area Plan (Robertson EIS) recommended realigning the undeveloped "I" Street NE right-of-way as part of developing a more effective street network in the Northeast portion of the City; and WHEREAS, the Port of Seattle owns property south of South 277th Street through which a portion of the current "I" Street NE rights-of-way run; and WHEREAS, a portion of the realigned "I" Street NE right-of-way would also run through the Port of Seattle property; and WHEREAS, the Port of Seattle has agreed to provide the realigned "I" Street NE right-of-way and other right-of-way property identified in the Robertson EIS to the City in exchange for vacation of a portion of the existing "I" Street NE right-of-way; and WHEREAS, the total areas of the rights-of-way to be vacated and to be accepted are approximately equal, resulting in no net gain or loss of property for either the City or the Port; and WHEREAS, based on an appraisal of the rights-of-way to be vacated and to be accepted, the City Council finds that dedication by the Port of Seattle Ordinance No. 6102 June 27, 2007 Page 1 of the realigned "I" Street NE right-of-way provides the City with sufficient compensation for the vacation of the existing "I" Street NE right-of-way; and WHEREAS, provided that the Port of Seattle provides the City with the alternate right-of-way, the above-identified portion of the existing "I" Street NE right-of-way will no longer be needed to meet the needs of the City; and WHEREAS, the City of Auburn has initiated Vacation No. V-03-06 to vacate that portion of the existing "I" Street NE identified above; and WHEREAS, notice of the vacation was sent to Qwest, the only utility with facilities within the existing right-of-way, and comments were received; and WHEREAS, Resolution No. 4121 calling for a public hearing on the vacation was approved on June 4, 2007; and WHEREAS, the posting requirements of Auburn City Code 12.48.070 have been met; and WHEREAS, a public hearing was held before the City Council on July 2, 2007, at which hearing all persons wishing to speak to the proposed vacation were heard; and WHEREAS, the existing "I" Street NE right-of-way was acquired by the City through a deed from P. Henley and Associates in 1989, and has been considered right-of-way by the City of Auburn since that time, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DO ORDAIN AS FOLLOWS: Ordinance No. 6102 June 27, 2007 Page 2 Section 1. Vacation. That, contingent on completion of the actions set forth in Section 2 hereof, a portion of "I" Street NE, located within the City of Auburn, Washington, as legally described on attached Exhibit "A," and depicted on Exhibit "B," which are by this reference incorporated herein, the same is hereby vacated, and the property lying in said portion of a certain street right- of-way described hereinabove, shall be returned and belong to those persons entitled to receive the property in accordance with the law. Section 2. Conditions of Vacation. This vacation shall be contingent on the Real Estate Exchange Agreement between the City of Auburn and the Port of Seattle in essentially the form set forth in Exhibit "C," which agreement is by this reference incorporated herein, being signed and executed by the Mayor of the City of Auburn and the authorized representative(s) of with the Port of Seattle within thirty days of the date of passage of this Ordinance. Section 3. Constitutionality or Invalidity. If any section, subsection, clause, phrase, or sentence, of this Ordinance, is for any reason held to be invalid or unconstitutional, such invalidity or unconstitutionality of the remaining portions of this ordinance, as it is being hereby expressly declared that this ordinance and each section, subsections, clause, phrase, or sentence, hereof would have been prepared, proposed, adopted, and approved and ratified irrespective of the fact that any one or more section, subsection, clause, phase, or sentence, be declared invalid or unconstitutional. Ordinance No. 6102 June 27, 2007 Page 3 Section 4. Effective Date. This Ordinance shall take effect and be in force five (5) days from and after passage, approval, and publication as provided by law, and upon completion -satisfaction of conditions set forth in Section 2, above. Section 5. Recordation. The City Clerk is directed to record this ordinance with the office of the King County Auditor only after completion of all the conditions set forth in Section 2 of this Ordinance. Section 6. Implementation. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this vacation. JUL 2 2007 INTRODUCED: PASSED: APPROVED: JUL 2 2007 J ~c ATTEST: PETER B. LEWIS MAYOR D Belle E. Daskam, City Clerk AP VE TO FO Daniel B. ~ , City Attorney PUBLISHED: ~ ~~ ~ ~' J~ Ordinance No. 6102 June 27, 2007 Page 4 Ordinance 6102 Exhibit A LEGAL DESCRIPTION RIGHT OF WAY VACATION ALL THAT PORTION OF "I" STREET RIGHT OF WAY ACCORDING TO STATUTORY WARRANTY DEED FILED UNDER RECORDING NUMBER 8911280990 IN KING COUNTY WASHINGTON LYING WITHIN THE HEREINAFTER DESCRIBED TRACT "A". TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM N0.40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01°48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING N0.7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM N0.38; THENCE NORTH 01°48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. CONTAINING 225,098 SQUARE FEET. / '4' O'~ ""9~ t.P~ EXPtF~ES ~,~`~ov~aZ '2~j,Zc~~o Ordinance 6102 Exhibit A LEGAL DESCRIPTION NEW RIGHT OF WAY ACQUISITION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING FOR STREET RIGHT OF WAY PURPOSES, AND EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM N0.40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01°48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A, COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING N0.7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORM 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE 50UTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM N0.38; THENCE NORTH 01°48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. PARCEL 1 -SOUTH 277T" STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINING 51,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01°48'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 222.28 FEET; THENCE SOUTH 01°48'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08°54'52" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88°48'40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01°48'09" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 120,067 SQUARE FEET. PAGE 1 OF 2 Ordinance 6102 Exhibit A PARCEL 3 - 49T" STREET NORTHEAST A STRIP OF LAND 75.00 FEET TN WIDTH, HAVING 37.50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01°48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 736.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21'09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348.23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT "A" AND THE TERMINUS OF THIS CENTERLINE DESCRIPTION. THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT ..A., CONTAINING 53,956 SQUARE FEET. K:~Survey~Yr_200512050651205065 T55Leg (ROW Vac-Acq) 061025-wp.doc 205065 T55Leg (ROW Vac) 061025 DRsC~ 2Cj ~~dCO PAGE20F2 Ordinance 6102 Exhibit B s z77TH sT ~ PARCa 1 R ~i ~ & ~~ o a ~' ~ it o ~ ~~ rr U I~ ~~o~ o -• I S~ w,„.Y tom'" ~ l i BI~~~' ` ~ ~ FR. ~I r PARCEL 3 . - -, .a ,,. ~I ~ ~'~. 49TH ST NE \ ~ i ~ ~, \ ~ _ _ ~ '! o I" \; s `4 N~~{{{{rrry~ri~ r, ~~~i k - ~~ '. , l ~ _. ~ ~ /'~ ~ /~ `, / ~4 ti~: C... ~ ,~ ~.. 5E COR _ IfA COX DLC `.~ ~ ~ r i~ R\ ~. ` LINE ESfAB. BY ;7912170840 `'~~ ~ o iaa' eao• PORT OF SEATTLE /AUBURN REAL ESTATE EXCHANGE AGREEMENT S~E~; ® RIGHT-OF-WAY TO BE VACATED BY CITY 225,098 SF AREA OF OVERLAP {F~hp~;.;.n! RIGHT-OF-WAY TO BE 2$5,098 SF WETLANDS ACQUIRED BY CITY Execution Copy REAL ESTATE EXCHANGE AGREEMENT THIS REAL ESTATE EXCHANGE AGREEMENT ("Agreement') is made and entered into as of the 14 day of 2007 by and between the City of Auburn, a municipal corporation of the State of Wakhington ("City„) and the Port of Seattle, a municipal corporation of the State of Washington ("Port"). RECITALS A. The Port is the owner of certain real property in the City of Auburn, Washington, legally described on Exhibit A to this Agreement ("Port Property"), being a portion of King County Tax Parcels No. 9360600258 and No. 9360600260 B. The City is the holder of certain undeveloped right-of-way, commonly known as I Street NE and located in the City of Auburn, Washington, over the property legally described on Exhibit B to this Agreement ("Street Property"). The Street Property right-of-way encumbers and bisects the Port Property. An approximate illustration of the Street Property and the Port Property is attached as Exhibit C. C. The City has prepared a Draft and Final "Northeast Auburn Robertson Properties Special Area Plan Environmental Impact Statement" ("EIS") which evaluated multiple transportation network options and addresses a revised alignment for I Street NE to meet recognized standards for traffic safety and street network connectivity. D. The City desires to acquire a right-of-way over the Port Property to create the revised alignment for I Street NE, widen existing roads, provide access to serve future area development and provide transportation improvements consistent with the EIS. E. The Port desires to have the City vacate the Street Property right-of-way, thereby enhancing the physical configuration of the adjoining Port-owned properties for future development. NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT The Exchange Properties (the Port Property and the Street Property). 1.1 Subject to the terms and conditions of this Agreement, and in consideration thereof, the City has adopted an ordinance vacating to the Port the Street Property right-of-way, and the Port agrees to accept in exchange the Street Property right-of-way and any and all easements and other appurtenances used in connection with its beneficial use and enjoyment. Real Estate Exchange Agreement DM 291482v.5 Execution Copy 1.2 Subject to the terms and conditions of this Agreement, and in consideration thereof, the Port agrees to convey to the City, and the City agrees to accept as payment for vacating the Street Property right-of-way, dedication of a right-of-way over the Port Property subject to any and all existing easements. 1.3 This Agreement is subject to the approval of the Port Commission of the Port of Seattle and the Auburn City Council. 2. Title. 2.1 The Street Property right-of-way shall be vacated to Port at Transfer by recorded City Ordinance vacating the Street Property right-of-way ("Ordinance"). 2.2 The right-of-way over the Port Property shall be conveyed to the City at Transfer by a Dedication Deed ("Port Property Deed"). The Port Property Deed shall be substantially in a form as attached Exhibit D. Condition of Street Property and Port Property. 3.1 Before Transfer, Port shall have inspected the Street Property right-of- way. The Port will be acquiring the Street Property right-of-way in its present physical condition, "AS IS," "WHERE IS" and with all faults, known or unknown, on the basis of Port's own independent investigations. Without limiting the generality of the foregoing, except for the express covenants, representations and warranties and indemnities contained in this Agreement, the City has made no representations or warranties of any kind relating to the physical or environmental condition of the Street Property right-of-way. 3.2 Before Transfer, the City shall have inspected the Port Property. The City will be acquiring the Port Property right-of-way in its present physical condition, "AS IS," "WHERE IS" and with all faults, known or unknown, on the basis of the City's own independent investigations. Without limiting the generality of the foregoing, except for the express covenants, representations, and warranties and indemnities contained in this Agreement, the Port has made no representations or warranties of any kind relating to the physical or environmental condition of all or any part of the Port Property. 4. The Port's and the City's Right to Terminate. If either the Port's or the City's conditions, set forth in this Agreement, are not satisfied in the respective party's sole and absolute discretion, the party whose conditions are not satisfied shall have the right to terminate this Agreement by giving five days written notice to the other party. If either party gives a termination notice to the other party under this Section 4, this Agreement shall terminate and neither party shall have any further liability to the other under the Agreement. 5. Port Transfer Conditions. The Port's obligation to grant the Port Property right- of-way shall be subject to the following conditions that must be satisfied as of Transfer: Real Estate Exchange Agreement 2 DM 291482v.5 Execution Copy 5.1 All representations and warranties of the City contained herein shall be true, accurate and complete at the time of the Transfer as if made again at such time; 5.2 The City shall have performed all obligations to be performed by each hereunder on or before Transfer (or, if earlier, on or before the date set forth in this Agreement for such performance); 5.3 At Transfer, title to the Street Property shall be in the condition required by this Agreement; and If the conditions set forth in this Section 5 are not satisfied as of Transfer and the Port does not waive the same, the Port may terminate this Agreement, and thereafter neither party shall have any further liability to the other under this Agreement. 6. City's Transfer Conditions. The City's obligation to vacate the Street Property right-of-way shall be subject to the following conditions that must be satisfied as of Transfer: 6.1 All representations and warranties of the Port contained herein shall be true, accurate and complete at the time of the Transfer as if made again at such time; 6.2 The Port shall have performed all obligations to be performed by each hereunder on or before Transfer (or, if earlier, on or before the date set forth in this Agreement for such performance); 6.3 At Transfer, title to the Port Property shall be in the condition required by this Agreement; and If the conditions set forth in this Section 6 are not satisfied as of Transfer and the City does not waive the same, the City may terminate this Agreement, and thereafter neither party shall have any further liability to the other under this Agreement. 7. Transfer. 7.1 Time. The City shall record the Ordinance no later than ten (10) days after execution of this Agreement. The Port shall record the Port Property Deed no later than five (5) days after receiving a conformed copy of the recorded Ordinance from the City. The transfer of this exchange ("Transfer") shall be effective the date the Port Property Deed is recorded. 7.2 Port Obligations. To accomplish the Transfer, the Port shall deliver to the City the following: 7.2.1 Port Property Deed. A conformed copy of the recorded Port Property Deed, no later than five (5) days after recording in accordance with subsection 7.1. Real Estate Exchange Agreement DM 291482v.5 Execution Copy 7.2.2 Excise Tax Affidavit. An appropriate excise tax affidavit, signed and notarized by the responsible and authorized officials of the Port. 7.3 City Oblimations. To accomplish the Transfer, the City shall deliver to the Port the following: 7.3.1 Ordinance. A conformed copy of the recorded Ordinance, no later than ten (10) days after recording in accordance with subsection 7.1. 7.4 Proration. All rents, taxes, interest and other expenses associated with the Street Property right-of-way and the Port Property right-of-way shall be prorated as of Transfer. 8. Possession. The Port shall be entitled to possession of the Street Property right- of-way immediately following Transfer. The City shall be entitled to possession of the Port Property right-of-way immediately following Transfer. 9. Port Warranties. The Port hereby acknowledges, represents and warrants as of Transfer that: (a) it is the owner in fee of the Port Property; (b) the Port will not hereafter enter into any contract or create any obligation which will bind the City as a successor in interest with respect to the Port Property right-of-way; and (c) the Port is not aware of any material defect in the Port Property. All warranties set forth in this Section 9 shall survive the Transfer and the Port shall defend, indemnify and hold the City harmless from any breaches thereof, including costs and attorneys' fees. 10. City Warranties. The City hereby acknowledges, represents and warrants as of Transfer that: (a) it has right-of-way rights to the Street Property; (b) the City will not hereafter enter into any contract or create any obligation which will bind the Port as a successor in interest with respect to the Street Property right-of-way; and (c) the City is not aware of any material defect in the Street Property right-of-way. All warranties set forth in this Section 10 shall survive the Transfer and the City shall defend, indemnify and hold the Port harmless from any breaches thereof, including costs and attorneys' fees. 11. Indemnification. 11.1 By the City. The City shall pay, protect, pay the defense costs of, indemnify and hold the Port and its successors and assigns harmless from and against any and all loss, liability, claim, damage and expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of the City set forth in this Agreement; (b) the failure of the City to perform any obligation required by this Agreement to be performed by the City; (c) the ownership, maintenance, and/or operation of the Street Property right-of-way by the City prior to the Transfer; or (d) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the City, its representatives, employees, contractor or suppliers that occurred on the Street Property prior to Transfer. 11.2 By the Port. The Port shall pay, protect, pay the defense costs of, indemnify and hold the City and its successors and assigns harmless from and against any and all Real Estate Exchange Agreement DM 291482v.5 Execution Copy loss, liability, claim, damage and expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of the Port set forth in this Agreement; (b) the failure of the Port to perform any obligation required by this Agreement to be performed by the Port; (c) the ownership, maintenance, and/or operation of the Port Property by the Port prior to the Transfer; or (d) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the Port, its representatives, employees, contractor or suppliers that occurred on the Port Property prior to Transfer. 12. Condemnation. In the event of any commenced or to be commenced condemnation proceedings respecting either the Street Property or the Port Property or any portion of either, this Agreement shall terminate upon the filing of a petition for condemnation by the condemning authority, unless the parties amend this Agreement to provide otherwise. 13. Risk of Loss. 13.1 Risk of loss of, or damage to, the Street Property right-of-way shall be borne by the City until Transfer. Thereafter, the Port shall bear the risk of loss to the Street Property right-of-way. 13.2 Risk of loss of, or damage to, the Port Property shall be borne by Port until Transfer. Thereafter, the City shall bear the risk of loss to the Port Property right-of-way. 14. Default. In the event of a default under this Agreement by either party, the sole remedy of the other party shall be to terminate this Agreement upon five (5) days notice to the defaulting party. 15. Acknowledgment. The undersigned, by execution hereof, represent that this Agreement has been read by or to them, that the undersigned understand and fully agree to each and every provision herein, and that they have each had an opportunity to consult with counsel of their own choosing. 16. Notices. All notices to be given by each party to the other pursuant to this Agreement shall be delivered in person, by facsimile or deposited in the United States mail, properly addressed, postage fully prepaid, for delivery by certified or registered mail, return receipt requested. Notices given by personal delivery or facsimile shall be deemed effective upon receipt; notices given by mail shall be deemed effective on the third day after deposit. Notices may be given at the following addresses and facsimile numbers, until further notice by either party: CCt : City of Auburn Attn: Planning Director 25 West Main Street Auburn, WA 98001-4998 (253) 931-3090 (253) 804-3114 FAX Port: Port of Seattle Attn: Manager - Acquisitions/Relocation 19639 - 28L Avenue S., Bldg. E. SeaTac, WA 98188 (206) 444-6788 Real Estate Exchange Agreement DM 291482v.5 Execution Copy 17. Miscellaneous: 17.1 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. It is agreed that King County, Washington shall be the venue for any litigation arising out of this Agreement. 17.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the exchange of the Street Property right-of-way and the Port Property right-of-way and cannot be changed or modified other than by a written agreement executed by both parties. 17.3 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. 17.4 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties. 17.5 Event Date. If any event date falls on a Saturday, Sunday or legal holiday, then the time for performance shall be extended until the next business day. 17.6 Non-Waiver. No term or condition of this Agreement will be deemed to have been waived or amended unless expressed in writing, and the waiver of any condition or the breach of any term will not be a waiver of any subsequent breach of the same or any other term or condition. 17.7 Exhibits. The Agreement contains the following Exhibits which are attached and made a part of the Agreement: Exhibits A, B, C and D. 17.8 Brokers. The Port and the City represent and warrant that they have not engaged any broker, agent or consultant who might claim a commission in connection with this Agreement. 17.9 Time. Time is of the essence of this Agreement. 17.10 Attorneys Fees/Litigation Expenses. Each party shall pay their respective attorneys fees with respect to this Agreement and Transfer. In any controversy, claim or dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover its costs and expenses of suit, including reasonable. attorneys' fees. 17.11 Captions. Section headings are used for the purpose of convenience only and shall not be considered in construing this Agreement. Real Estate Exchange Agreement DM 291482v.5 Execution Copy IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. CITY OF AUBURN: By: \ Print: P?L°?' ??I [ S Its: In I/ liY PORT OF SEATTLE: By: _ x Print: 1 s / Its: %VnnSjL i? c 1QY+9 Real Estate Exchange Agreement DM 291482v.5 Execution Copy STATE OF WASHINGTON ) ss. COUNTY OF 1 1 ) I certify that I know or have satisfactory evidence that Pr iS is the person who appeared before me, and said person acknowledged that /she) signed this instrument, on oath stated t At (9she) was authorized to execute the instrument and acknowledged it as the AI of the CITY OF AUBURN, a municipal corporation of the State of Was 'ng , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: KC P, 1114 XN y? NO Y PUBLIC in nd or the Sta e c o°'k? of Washington, residing at cn s _ . - 's >. My Commis ' n Ex ires: o3- -07 ;U Print Name: A-nt c K .C= f liv/ T or 'N PM STATE OF WASHINGTON) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) ;§igned this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the ; .r of the PORT OF SEATTLE, a municipal corporation of the State of Washington, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. f Dated: ?. gyp. BgR9 ?,,? _,J? ?g910N F A iP, r o`r %0TA%, PUBUCI #14 r0r4 01 •C?/ Q2 Real Estate Exchange Agreement DM 291482v.5 N ARY P BILIC in and for the, State o Washington; residing at My Commission Expires: Print Name: 'r ) 8 Execution Copy EXHIBIT "A" Port Property Exhibit "A" Port Property A-i Real Estate Exchange Agreement LEGAL DESCRIPTION NEW RIGHT OF WAY ACQUISITION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING FOR STREET RIGHT OF WAY PURPOSES, AND EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 °48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORM 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 048'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. PARCEL 1 -SOUTH 277TH STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINING 51,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 048'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 222.28 FEET; THENCE SOUTH 01 °48'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08°54'52" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88°48'40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01 048'09" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 120,067 SQUARE FEET. PAGE 1 OF 2 PARCEL 3 - 49TH STREET NORTHEAST A STRIP OF LAND 75.00 FEET TN WIDTH, HAVING 37.50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01°48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 736.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21'09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348.23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT "A" AND THE TERMINUS OF THIS CENTERLINE DESCRIPTION. THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT "A,. CONTAINING 53,956 SQUARE FEET. mAja w K:\Survey\Yr_2005\205065\205065 T55Leg (New ROW Acq) 20070312_wp.doc 205065 T55Leg (New ROW Acq) 20070312 PAGE 2OF2 Execution Copy EXHIBIT "B" Street Property Exhibit "B" Street Property B-i Real Estate Exchange Agreement LEGAL DESCRIPTION RIGHT OF WAY VACATION ALL THAT PORTION OF "I" STREET RIGHT OF WAY ACCORDING TO STATUTORY WARRANTY DEED FILED UNDER RECORDING NUMBER 8911280990 IN KING COUNTY WASHINGTON LYING WITHIN THE HEREINAFTER DESCRIBED TRACT "A". TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01°48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01°48'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. CONTAINING 225,098 SQUARE FEET. 14 4 ozml K:\Survey\Yr_2005\205065\205065 T55Leg (ROW Vac) 20070312 205065 T55Leg (ROW Vac) 20070312 Execution Copy EXHIBIT "C" Illustration Exhibit "C" Illustration C-1 Real Estate Exchange Agreement S 277TH ST PARCEL I U ? O PARCEL 3 49TH Sf NE \ i z co I o I jli• _ o c?+ 5-1 PARCEL 2 'ySE COR ?y.... SE COX DLC LINE ESTAB. BY #7912170640 C 0 126' 260' PORT OF SEATTLE / AUBURN REAL ESTATE EXCHANGE AGREEMENT LEGEND: ® RIGHT-OF-WAY TO BE VACATED BY CITY 225,098 SF AREA OF OVERLAP RIGHT-OF-WAY TO BE 225,098 SF WETLANDS ACQUIRED BY CITY CONFORMED COPY After Recording Return To: 20080807001041 Daniel B. Heid ABC-LEGAL MESS D 46.00 City Attorney 08/07/2008 103:33 City of Auburn KING COUNTY, WA 25 West Main Street Auburn, WA 98001-4998 E2358336 08/07/2008 13:33 KING COUNTY, WA TAX SALE $10.00 $0.00 PAGE001 OF 001 Document Title(s) (or transactions contained therein): (all areas applicable to your document must be filled in) DEDICATION DEED Grantor(s) Exactly as name(s) appear on document PORT OF SEATTLE, a municipal corporation of the State of Washington Additional names on page of document. Grantee(s) CITY OF AUBURN, a municipal corporation of the State of Washington Additional names on page of document. Legal Description (abbreviated i.e. lot, block, plat or section, township, range) THOSE PORTIONS OF TRACT "A" REFERENCED AS PARCELS 1, 2 AND 3, FOR RIGHT OF WAY PURPOSES Additional legal on page 1 of document. Assessor's Property Tax Parcel/Account Number ID No(s). ? Assessor Tax # not yet assigned 9360600258 and 9360600260 4 After Recording Return To: City of Auburn Attn: City Clerk 25 West Main Street Auburn, WA 98001-4998 DEDICATION DEED GRANTOR: PORT OF SEATTLE, a municipal corporation of the State of Washington GRANTEE: CITY OF AUBURN, a municipal corporation of the State of Washington Legal Description: Abbreviated: THOSE PORTIONS OF TRACT "A" REFERENCED AS PARCELS 1, 2 AND 3, FOR RIGHT OF WAY PURPOSES AND AS MORE PARTICULARLY DESCRIBED IN ATTACHED EXHIBIT A. Full: See Exhibit A Assessor's Tax Parcel ID#: 9360600258 and 9360600260 THE GRANTOR, PORT OF SEATTLE, a municipal corporation of the State of Washington, for and in consideration of the sum of Ten and No/100 dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, conveys and dedicates to the CITY OF AUBURN, a municipal corporation of the State of Washington, for right-of-way and public street purposes, a right-of-way legally described on attached Exhibit A, situated in the County of King, State of Washington. Dated a?, 2007. By: W. Allan Royal Its: Manager, Acquisitions & Relocations Acknowledgment Appears on Next Page STATE OF WASHINGTON ) person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Manager, Acquisitions & Relocations of the Port of Seattle, a municipal corporation of the State of Washington to be the free and voluntary act of such municipal corporation for the uses and purposes mentioned in the instrument. ss. COUNTY OF ) I certify that I kn or have satisfactory evidence that W. ALLAN ROYAL is the w Dated: ZW1 ```?\\\uNlllll???i _ ?\N11111j . _ ws 1 0?6 s - WAS N Nape: / -.J U da_ 41- Kesiding at::F?-?- My commission expires: rrFi`W EXHIBIT "A" LEGAL DESCRIPTION NEW RIGHT OF WAY ACQUISITION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING FOR STREET RIGHT OF WAY PURPOSES, AND EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 048'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191 ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORM 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 048'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGIJ E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. PARCEL 1 -SOUTH 277TH STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINING 51,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 048'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 222.28 FEET; THENCE SOUTH 01 048'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08°54'52" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88°48'40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANC OF 80.23 FEET; THENCE NORTH 01 048'09" EAST A DISTANCE OF 1224.91 FEET TOT!- ETRUE POINT OF BEGINNING. CONTAINING 120,067 SQUARE FEET. PAGE 1 OF 2 EXHIBIT "A" PARCEL 3 - 49TH STREET NORTHEAST A STRIP OF LAND 75.00 FEET TN WIDTH, HAVING 37.50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 736.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21'09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348.23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT "A" AND THE TERMINUS OF THIS CENTERLINE DESCRIPTION. THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT "A,. CONTAINING 53,956 SQUARE FEET. Lmm mAjac" jv?lqcloll K:1Survey\Yr_200512050651205065 T55Leg (New ROW Acq) 20070312_wp.doc 205065 T55Leg (New ROW Acq) 20070312 PAGE 2OF2 After Recording Return To: Isabel R. Safora Port of Seattle Leval Department P. O. Box 1209 Seattle, WA 98111 CONFORMED COPY 20080807001040 ABC-LEGAL MESS AG 71.00 PAGE001 OF 030 08/07/2008 13:30 KING COUNTY, WA Document Title(s) (or transactions contained therein): (all areas applicable to your document must be filled in) ADMINISTRATIVE MEMORANDUM OF AGREEMENT Grantor(s) Exactly as name(s) appear on document CITY OF AUBURN, a municipal corporation of the State of Washington Additional names on page of document. Grantee(s) PORT OF SEATTLE, a municipal corporation of the State of Washington Additional names on page of document. Legal Description (abbreviated i.e. lot, block, plat or section, township, range) THOSE PORTIONS OF TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3 Additional legal on page of document. Assessor's Property Tax Parcel/Account Number ID No(s). o Assessor Tax # not yet assigned 9360600258 and 9360600260 ADMINISTRATIVE MEMORANDUM OF AGREEMENT THIS ADMINISTRATIV MEMORANDUM OF AGREEMENT is made and entered into as of this `01 day of. -11A as }- , 20 ff, by and between the City of Auburn (hereinafter "City"), a municipal co oration of the State of Washington, and the Port of Seattle (hereinafter "Port"), a municipal corporation of the State of Washington. WHEREAS, the City and the Port heretofore enter into a Real Estate Exchange Agreement dated m , (hereinafter "Exchange Agreement") calling for the exchange of real estate interests in connection with vacation of a portion of I Street NE, located within the City of Auburn south of 277th Street, and providing for certain other obligations and commitments relative to the development of the right-of-way and wetland mitigations; and WHEREAS, in connection with the realignment of I Street NE and the mitigation, certain concessions and agreements were made between the City and the Port, beneficial to both; and WHEREAS, the Exchange Agreement as executed pursuant to City of Auburn Ordinance No. 6102, however, did not fully address the considerations contemplated by the Port, and in order to accommodate those considerations, it is appropriate that this Administrative Memorandum of Understanding be executed between the parties. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. In connection with the terms and provisions of the Exchange Agreement adopted by and approved pursuant to said Ordinance No. 6102 between the City and the Port, attached hereto as Exhibit A and incorporated herein by this reference, , it is appropriate that the contribution and consideration given by the Port be balanced with a value/credit of $90,000 to off-set obligations that may arise under subsection 18.48.110(b)(4) of the Auburn City Code (ACC)in connection with the development of the Port property legally described in Exhibit B attached hereto and incorporated herein by this reference.. 2. The off-setting value/credit provided for in this Agreement shall apply to financial participation obligations under ACC 18.48.110(b)(4), and shall inure to the Port and any heir, assign, or successor in interest to the Port's property, and shall run with the land legally described in attached Exhibit B. Zr 3. This Memorandum of Understanding is executed in connection with the authority conveyed to the Mayor for the implementation of administrative procedures necessary to carry out the directives of Ordinance No. 6102 and shall be recorded. OF l Peter B. Lewis, Mayor Attest: Danrelle Daskam, City Clerk PORT OF SEATTLE By: Name: 'A v s / -rAN i Title: el-? -2_ Approved as to Form: ORDINANCE NO. 6 1 ® 2 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, APPROVING THE VACATION OF A PORTION OF "I" STREET NE LOCATED SOUTH OF SOUTH 277TH STREET, WITHIN THE CITY OF AUBURN, WASHINGTON WHEREAS, the Environmental Impact Statement for the North East Auburn/Robertson Properties Special Area Plan (Robertson EIS) recommended realigning the undeveloped "I" Street NE right-of-way as part of developing a more effective street network in the Northeast portion of the City; and WHEREAS, the Port of Seattle owns property south of South 277th Street through which a portion of the current "I" Street NE rights-of-way run; and WHEREAS, a portion of the realigned "I" Street NE right-of-way would also run through the Port of Seattle property; and WHEREAS, the Port of Seattle has agreed to provide the realigned "I" Street NE right-of-way and other right-of-way property identified in the Robertson EIS to the City in exchange for vacation of a portion of the existing "I" Street NE right-of-way; and WHEREAS, the total areas of the rights-of-way to be vacated and to be accepted are approximately equal, resulting in no net gain or loss of property for either the City or the Port; and WHEREAS, based on an appraisal of the rights-of-way to be vacated and to be accepted, the City Council finds that dedication by the Port of Seattle Ordinance No. 6102 June 27, 2007 Page I -3- of the realigned "I" Street NE right-of-way provides the City with sufficient compensation for the vacation of the existing "I" Street NE right-of-way; and WHEREAS, provided that the Port of Seattle provides the City with the alternate right-of-way, the above-identified portion of the existing "I" Street NE right-of-way will no longer be needed to meet the needs of the City; and WHEREAS, the City of Auburn has initiated Vacation No. V-03-06 to vacate that portion of the existing "I" Street NE identified above; and WHEREAS, notice of the vacation was sent to Qwest, the only utility with facilities within the existing right-of-way, and comments were received; and WHEREAS, Resolution No. 4121 calling for a public hearing on the vacation was approved on June 4, 2007; and WHEREAS, the posting requirements of Auburn City Code 12.48.070 have been met; and WHEREAS, a public hearing was held before the City Council on July 2, 2007, at which hearing all persons wishing to speak to the proposed vacation were heard; and WHEREAS, the existing "I" Street NE right-of-way was acquired by the City through a deed from P. Henley and Associates in 1989, and has been considered right-of-way by the City of Auburn since that time, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DO ORDAIN AS FOLLOWS: Ordinance No. 6102 June 27, 2007 Page 2 ..-. /f - Section ` . Vacation. That, contingent on completion of the actions set forth in Section 2 hereof, a portion of "I" Street NE, located within the City of Auburn, Washington, as legally described on attached Exhibit "A," and depicted on Exhibit "B," which are by this reference incorporated herein, the same is hereby vacated, and the property lying in said portion of a certain street right- of-way described hereinabove, shall be returned and belong to those persons entitled to receive the property in accordance with the law. Section 2, Conditions of Vacation. This vacation shall be contingent on the Real Estate Exchange Agreement between the City of Auburn and the Port of Seattle in essentially the form set forth in Exhibit "C," which agreement is by this reference incorporated herein, being signed and executed by the Mayor of the City of Auburn and the authorized representative(s) of with the Port of Seattle within thirty days of the date of passage of this Ordinance. Section 3, Constitutionality or Invalidity. If any section, subsection, clause, phrase, or sentence, of this Ordinance, is for any reason held to be invalid or unconstitutional, such invalidity or unconstitutionality of the remaining portions of this ordinance, as it is being hereby expressly declared that this ordinance and each section, subsections, clause, phrase, or sentence, hereof would have been prepared, proposed, adopted, and approved and ratified irrespective of the fact that any one or more section, subsection, clause, phase, or sentence, be declared invalid or unconstitutional. Ordinance No. 6102 June 27, 2007 Page 3 Section 4. Effective Date. This Ordinance shall take effect and be in force five (5) days from and after passage, approval, and publication as provided by law, and upon completion - satisfaction of conditions set forth in Section 2, above. Section 6. Recordation. The City Clerk is directed to record this ordinance with the office of the King County Auditor only after completion of all the conditions set forth in Section 2 of this Ordinance. Section 6. Implementation. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this vacation. INTRODUCED: JUL 2 2007 PASSED: APPROVED: JUL 2 2007 L ATTEST: PETER B. LEWIS MAYOR D Ile E. Daskam, City Clerk AP VE TO FO 7Daniel B. City Attorney PUBLISHED: 7 Ordinance No. 6102 June 27, 2007 Page 4 ._ r - Ordinance 6102 Exhibit A LEGAL DESCRIPTION RIGHT OF WAY VACATION ALL THAT PORTION OF "I" STREET RIGHT OF WAY ACCORDING TO STATUTORY WARRANTY DEED FILED UNDER RECORDING NUMBER 8911280990 IN KING COUNTY WASHINGTON LYING WITHIN THE HEREINAFTER DESCRIBED TRACT "A" TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 048'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 e LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01°48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. CONTAINING 225,098 SQUARE FEET. Wi IASV EXPIRES Ordinance 6102 Exhibit A LEGAL DESCRIPTION NEW RIGHT OF WAY ACQUISITION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING FOR STREET RIGHT OF WAY PURPOSES, AND EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 °48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 m LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORM 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. PARCEL 1 - SOUTH 277TH STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINING 51,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A THENCE SOUTH 01 °48'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM,, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 222.28 FEET; THENCE SOUTH 01 °48'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08°54'52" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88°48°40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01 048'09" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 120,067 SQUARE FEET. PAGE 1 OF 2 -9- Ordinance 6902 Exhibit A PARCEL 3 - 49TH STREET NORTHEAST A STRIP OF LAND 75.00 FEET TN WIDTH, HAVING 37.50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A'; THENCE SOUTH 01°48°09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. ICING DONATION LAND CLAIM, A DISTANCE OF 736.94 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21°09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348.23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT "A" AND THE TERMINUS OF THIS CENTERLINE DESCRIPTION. THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT "A. CONTAINING 53,956 SQUARE FEET. KASurveffr_200512050651205065 T55Leg (ROW Vac-Acq) 061025-wp.doc 205065 T55Leg (ROW Vac) 061025 o 026a co PAGE 2OF2 - 7- Ordinance 6102 Exhibit B v .k f fA- e fem. ,..r- --- ---?- PAXm I- y x , ? ??o? c ?C, nru TI ' ,_r? PARCEL 3- - I ? I Y - " ° PARCEL 2 . ^F : •., ?... r' SE COX COX DLC p M INE ESfAB. BY #7912170810 ? ise• ear PORT OF SEATTLE / AUBURN REAL ESTATE EXCHANGE AGREEMENT LEGEND ® RIGHT-OF-WAY TO BE 225 098 SP AREA OF OVERLAP VACATED BY CITY , RIGHT-OF-WAY TO BE 225,090 SF - WETLANDS ACQUIRED BY CITY - .. IV - Ordinance 6102 Exhibit C Execution Copy REAL ESTATE EXCHANGE AGREEMENT THIS REAL ESTATE EXCHANGE AGREEMENT ("Agreement") is made and entered into as of the day of , 2007 by and between the City of Auburn, a municipal corporation of the State of Washington ("City") and the Port of Seattle, a municipal corporation of the State of Washington ("Port") RECITALS A. The Port is the owner of certain real property in the City of Auburn, Washington, legally described on Exhibit A to this Agreement ("Port Property"), being a portion of Icing County Tax Parcels No. 9360600258 and No. 9360600260 B. The City is the holder of certain undeveloped right-of-way, commonly known as I Street NE and located in the City of Auburn, Washington, over the property legally described on Exhibit B to this Agreement ("Street Property"). The Street Property right-of-way encumbers and bisects the Port Property. An approximate illustration of the Street Property and the Port Property is attached as Exhibit C. C. The City has prepared a Draft and Final "Northeast Auburn Robertson Properties Special Area Plan Environmental Impact Statement" ("EIS") which evaluated multiple transportation network options and addresses a revised alignment for I Street NE to meet recognized standards for traffic safety and street network connectivity. D. The City desires to acquire a right-of-way over the Port Property to create the revised alignment for I Street NE, widen existing roads, provide access to serve future area development and provide transportation improvements consistent with the EIS. E. The Port desires to have the City vacate the Street Property right-of-way, thereby enhancing the physical configuration of the adjoining Port-owned properties for future development. NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT The Exchange Properties (the Port Property and the Street Property). 1.1 Subject to the terms and conditions of this Agreement, and in consideration thereof, the City has adopted an ordinance vacating to the Port the Street Property right-of-way, and the Port agrees to accept in exchange the Street Property right-of-way and any and all easements and other appurtenances used in connection with its beneficial use and enjoyment. Real Estate Exchange Agreement DM 291482v.5 Ordinance 6102 Exhibit C Execution Copy 1.2 Subject to the terms and conditions of this Agreement, and in consideration thereof, the Port agrees to convey to the City, and the City agrees to accept as payment for vacating the Street Property right-of-way, dedication of a right-of-way over the Port Property subject to any and all existing easements. 1.3 This Agreement is subject to the approval of the Port Commission of the Port of Seattle and the Auburn City Council. 2. Title. 2.1 The Street Property right-of-way shall be vacated to Port at Transfer by recorded City Ordinance vacating the Street Property right-of-way ("Ordinance"). 2.2 The right-of-way over the Port Property shall be conveyed to the City at Transfer by a Dedication Deed ("Port Property Deed"). The Port Property Deed shall be substantially in a form as attached Exhibit D. Condition of Street Property and Port ProperV. 3.1 Before Transfer, Port shall have inspected the Street Property right-of- way. The Port will be acquiring the Street Property right-of-way in its present physical condition, "AS IS," "WHERE IS" and with all faults, known or unknown, on the basis of Port's own independent investigations. Without limiting the generality of the foregoing, except for the express covenants, representations and warranties and indemnities contained in this Agreement, the City has made no representations or warranties of any kind relating to the physical or environmental condition of the Street Property right-of-way. 3.2 Before Transfer, the City shall have inspected the Port Property. The City will be acquiring the Port Property right-of-way in its present physical condition, "AS IS," "WHERE IS" and with all faults, known or unknown, on the basis of the City's own independent investigations. Without limiting the generality of the foregoing, except for the express covenants, representations, and warranties and indemnities contained in this Agreement, the Port has made no representations or warranties of any kind relating to the physical or environmental condition of all or any part of the Port Property. 4. The Port's and the City's Right to Terminate. If either the Port's or the City's conditions, set forth in this Agreement, are not satisfied in the respective party's sole and absolute discretion, the party whose conditions are not satisfied shall have the right to terminate this Agreement by giving five days written notice to the other party. If either party gives a termination notice to the other party under this Section 4, this Agreement shall terminate and neither party shall have any further liability to the other under the Agreement. 5. Port Transfer Conditions. The Port's obligation to grant the Port Property right- of-way shall be subject to the following conditions that must be satisfied as of Transfer: Real Estate Exchange Agreement DM 291482v.5 -/2 Ordinance 6102 Exhibit C Execution Copy 5.1 All representations and warranties of the City contained herein shall be true, accurate and complete at the time of the Transfer as if made again at such time; 5.2 The City shall have performed all obligations to be performed by each hereunder on or before Transfer (or, if earlier, on or before the date set forth in this Agreement for such performance); 5.3 At Transfer, title to the Street Property shall be in the condition required by this Agreement; and If the conditions set forth in this Section 5 are not satisfied as of Transfer and the Port does not waive the same, the Port may terminate this Agreement, and thereafter neither party shall have any further liability to the other under this Agreement. 6. City's Transfer Conditions. The City's obligation to vacate the Street Property right-of-way shall be subject to the following conditions that must be satisfied as of Transfer: 6.1 All representations and warranties of the Port contained herein shall be true, accurate and complete at the time of the Transfer as if made again at such time; 6.2 The Port shall have performed all obligations to be performed by each hereunder on or before Transfer (or, if earlier, on or before the date set forth in this Agreement for such performance); 6.3 At Transfer, title to the Port Property shall be in the condition required by this Agreement; and If the conditions set forth in this Section 6 are not satisfied as of Transfer and the City does not waive the same, the City may terminate this Agreement, and thereafter neither party shall have any further liability to the other under this Agreement. 7. Transfer. 7.1 Time. The City shall record the Ordinance no later than ten (10) days after execution of this Agreement. The Port shall record the Port Property Deed no later than five (5) days after receiving a conformed copy of the recorded Ordinance from the City. The transfer of this exchange ("Transfer") shall be effective the date the Port Property Deed is recorded. 7.2 Port Obligations. To accomplish the Transfer, the Port shall deliver to the City the following: 7.2.1 Port Prope Deed. A conformed copy of the recorded Port Property Deed, no later than five (5) days after recording in accordance with subsection 7.1. Real Estate Exchange Agreement DM 291482v.5 - 13 - Ordinance 6902 Exhibit C Execution Copy 7.2.2 Excise Tax Affidavit. An appropriate excise tax affidavit, signed and notarized by the responsible and authorized officials of the Port. 7.3 City Obligations. To accomplish the Transfer, the City shall deliver to the Port the following: 7.3.1 Ordinance. A conformed copy of the recorded Ordinance, no later than ten (10) days after recording in accordance with subsection 7.1. 7.4 Proration. All rents, taxes, interest and other expenses associated with the Street Property right-of-way and the Port Property right-of-way shall be prorated as of Transfer. 8. Possession. The Port shall be entitled to possession of the Street Property right- of-way immediately following Transfer. The City shall be entitled to possession of the Port Property right-of-way immediately following Transfer. 9. Port Warranties. The Port hereby acknowledges, represents and warrants as of Transfer that: (a) it is the owner in fee of the Port Property; (b) the Port, will not hereafter enter into any contract or create any obligation which will bind the City as a successor in interest with respect to the Port Property right-of-way; and (c) the Port is not aware of any material defect in the Port Property. All warranties set forth in this Section 9 shall survive the Transfer and the Port shall defend, indemnify and hold the City harmless from any breaches thereof, including costs and attorneys' fees. 10. City Warranties. The City hereby acknowledges, represents and warrants as of Transfer that: (a) it has right-of-way rights to the Street Property; (b) the City will not hereafter enter into any contract or create any obligation which will bind the Port as a successor in interest with respect to the Street Property right-of-way; and (c) the City is not aware of any material defect in the Street Property right-of-way. All warranties set forth in this Section 10 shall survive the Transfer and the City shall defend, indemnify and hold the Port harmless from any breaches thereof, including costs and attorneys' fees. 11. Indemnification. 11.1 By the City. The City shall pay, protect, pay the defense costs of, indemnify and hold the Port and its successors and assigns harmless from and against any and all loss, liability, claim, damage and expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of the City set forth in this Agreement; (b) the failure of the City to perform any obligation required by this Agreement to be performed by the City; (c) the ownership, maintenance, and/or operation of the Street Property right-of-way by the City prior to the Transfer; or (d) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the City, its representatives, employees, contractor or suppliers that occurred on the Street Property prior to Transfer. 11.2 By the Port. The Port shall pay, protect, pay the defense costs of, indemnify and hold the City and its successors and assigns harmless from and against any and all Real Estate Exchange Agreement DM 291482v.5 1 Ordinance 6102 Exhibit C Execution Copy loss, liability, claim, damage and expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of the Port set forth in this Agreement; (b) the failure of the Port to perform any obligation required by this Agreement to be performed by the Port; (c) the ownership, maintenance, and/or operation of the Port Property by the Port prior to the Transfer; or (d) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the Port, its representatives, employees, contractor or suppliers that occurred on the Port Property prior to Transfer. 12. Condemnation. In the event of any commenced or to be commenced condemnation proceedings respecting either the Street Property or the Port Property or any portion of either, this Agreement shall terminate upon the filing of a petition for condemnation by the condemning authority, unless the parties amend this Agreement to provide otherwise. 13. Disk of boss. 13.1 Risk of loss of, or damage to, the Street Property right-of-way shall be borne by the City until Transfer. Thereafter, the Port shall bear the risk of loss to the Street Property right-of-way. 13.2 Risk of loss of, or damage to, the Port Property shall be bome by Port until Transfer. Thereafter, the City shall bear the risk of loss to the Port Property right-of-way. 14. Default. In the event of a default under this Agreement by either party, the sole remedy of the other party shall be to terminate this Agreement upon five (5) days notice to the defaulting party. 15. Acknowledgment. The undersigned, by execution hereof, represent that this Agreement has been read by or to them, that the undersigned understand and fully agree to each and every provision herein, and that they have each had an opportunity to consult with counsel of their own choosing. 16. Notices. All notices to be given by each party to the other pursuant to this Agreement shall be delivered in person, by facsimile or deposited in the United States mail, properly addressed, postage fully prepaid, for delivery by certified or registered mail, return receipt requested. Notices given by personal delivery or facsimile shall be deemed effective upon receipt; notices given by mail shall be deemed effective on the third day after deposit. Notices may be given at the following addresses and facsimile numbers, until further notice by either party: Cam: City of Auburn Attn: Planning Director 25 West Main Street Auburn, WA 98001-4998 (253) 931-3090 (253) 804-3114 FAX Real Estate Exchange Agreement DM 291482v.5 Port: Port of Seattle Attn: Manager - Acquisitions/Relocation 19639 - 28Lh Avenue S., Bldg. E. SeaTac. WA 98188 (206) 444-6788 r Ordinance 6102 Exhibit C Execution Copy 17. Miscellaneous: 17.1 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. It is agreed that King County, Washington shall be the venue for any litigation arising out of this Agreement. 17.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the exchange of the Street Property right-of-way and the Port Property right-of-way and cannot be changed or modified other than by a written agreement executed by both parties. 17.3 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. 17.4 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties. 17.5 Event Date. If any event date falls on a Saturday, Sunday or legal holiday, then the time for performance shall be extended until the next business day. 17.6 Non-Waiver. No tern or condition of this Agreement will be deemed to have been waived or amended unless expressed in writing, and the waiver of any condition or the breach of any term will not be a waiver of any subsequent breach of the same or any other term or condition. 17.7 Exhibits. The Agreement contains the following Exhibits which are attached and made a part of the Agreement: Exhibits A. B, C and D. 17.8 Brokers. The Port and the City represent and warrant that they have not engaged any broker, agent or consultant who might claim a commission in connection with this Agreement. 17.9 Time. Time is of the essence of this Agreement. 17.10 Attorneys Fees/Litigation Expenses. Each party shall pay their respective attorneys fees with respect to this Agreement and Transfer. In any controversy, claim or dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover its costs and expenses of suit, including reasonable attorneys' fees. 17.11 Captions. Section headings are used for the purpose of convenience only and shall not be considered in construing this Agreement. Real Estate Exchange Agreement DM 291482v.5 -16- Ordinance 6102 Exhibit C Execution Copy IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. CITY OF AUBURN: POINT OF SEATTLE: By: Pri Its: By: Print: Its: Real Estate Exchange Agreement DM 291482v.5 Ordinance 6102 Exhibit C Execution Copy STATE OF WASHINGTON ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the of the CITY OF AUBURN, a municipal corporation of the State of Washington, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: Print Name: STATE OF WASHINGTON) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the of the PORT OF SEATTLE, a municipal corporation of the State of Washington, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: Print Name: Real Estate Exchange Agreement DM 291482v.5 -Ie- Ordinance 6102 Exhibit C Execution Copy EXHIBIT 66A" Port Property Exhibit "A" Port Property A-1 Real Estate Exchange Agreement Ordinance 6102 Exhibit C LEGAL DESCRIPTION NEW RIGHT OF WAY ACQUISITION °I"HOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING FOR STREET RIGHT OF WAY PURPOSES, AND EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 048'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORM 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 °48'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. PARCEL 1 - SOUTH 277TH STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A" CONTAINING 51,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 048'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 222.28 FEET; THENCE SOUTH 01°48'09" WEST A DISTANCE OF '1024.00 FEET; THENCE SOUTH 08°54'52" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88°48'40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01 °48'09" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 120,067 SQUARE FEET. PAGE 1 OF 2 -- 21?2- Ordinance 6902 Exhibit C PARCEL 3 - 49TH STREET NORTHEAST A STRIP OF LAND 75.00 FEET TN WIDTH, HAVING 37.50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. ICING DONATION LAND CLAIM, A DISTANCE OF 736.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21'09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348.23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT "A" AND THE TERMINUS OF THIS CENTERLINE DESCRIPTION. THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT "A" CONTAINING 53,956 SQUARE FEET. tit w jv)osooq T55Leg (New ROW Acq) 20070312_wp.doc 205065 T55Leg (New ROW Acq) 20070312 PAGE 2 OF 2 Ordinance 6902 Exhibit C Execution Copy EXHIBIT "B" Street Property Exhibit "B" Street Property B-I Real Estate Exchange Agreement 22- Ordinance 6102 Exhibit C LEGAL DESCRIPTION RIGHT OF WAY VACATION ALL THAT PORTION OF "I" STREET RIGHT OF WAY ACCORDING TO STATUTORY WARRANTY DEED FILED UNDER RECORDING NUMBER 8911280990 IN KING COUNTY WASHINGTON LYING WITHIN THE HEREINAFTER DESCRIBED TRACT "A°° TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO, 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION CLAIM; THENCE SOUTH 89°00'01'° EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01°48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31" WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORTH 00°51'48'° EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 °48'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. CONTAINING 225,098 SQUARE FEET. E)"pEs &eco%4 14 , -+ K:\Survey\Yr_2005\205065\205065 T55Leg (ROW Vac) 20070312 205065 T55Leg (ROW Vac) 20070312 -'Z-3 ._. Ordinance 6902 Exhibit C Execution Copy EXHIBIT Illustration Exhibit "C" Illustration C-1 Real Estate Exchange Agreement - ?2v- Ordinance 6102 Exhibit C s z7TrR ss ZEIii, ?'?.. PARCEL 1 II ?f Ei c .o ? ••. .`. ,' .' PARCEL 3. .. 4 ST BE \ -- I m s _ - - - - - - - I o I Ei ? lf/ EE ? YAS '• 1 4 4p@ `? . 17 ., --- - PARCEL2 _ i_.N•DS . ' : YA COX DLC . .: ,? . , II ? \ I I -UM ESTAB. BY 17012170840 / l o ua• ew' PORT OF SEATTLE / AUBURN REAL ESTATE EXCHANGE AGREEMENT LEGEND ® RIGHT-OF-WAY TO BE 098 SF AREA OF OVERLAP 225 VACATED BY CITY , ; ,^..•.-?; RIGHT-OF-NAY TO BE 225,098 SF WETLANDS ACQUIRED BY CITY Ordinance 6102 Exhibit C Execution Copy EXHIBIT I'D" Port Property Deed After Recording Return To: City of Auburn Attn: City Clerk Auburn, WA 981 DEDICATION DEED GRANTOR: PORT OF SEATTLE, a municipal corporation of the State of Washington GRANTEE: CITY OF AUBURN, a municipal corporation of the State of Washington Legal Description: Abbreviated: THOSE PORTIONS OF TRACT "A" REFERENCED AS PARCELS 1, 2 AND 3, FOR RIGHT OF WAY PURPOSES AND AS MORE PARTICULARLY DESCRIBED IN ATTACHED EXHIBIT A. Frill: See Exhibit A Assessor's Tax Parcel: Portions of Tax Parcel No. 9360600258 and No. 9360600260 THE GRANTOR, PORT OF SEATTLE, a municipal corporation of the State of Washington, for and in consideration of the sum of Ten and No/100 dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, conveys and dedicates to the CITY OF AUBURN, a municipal corporation of the State of Washington, for right-of-way and public street purposes, a right-of-way legally described on attached Exhibit A, situated in the County of King, State of Washington, subject to those covenants, limitations and restrictions set forth in attached Exhibit B. Dated , 2007. Exhibit "D" Port Property Deed D-I Real Estate Exchange Agreement By _ Its Ordinance 6102 Exhibit C Execution Copy STATE OF WASHINGTON ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of the PORT OF SEATTLE, a municipal corporation of the State of Washington to be the free and voluntary act of such municipal corporation for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) Exhibit "D" Port Property Deed D-3 Real Estate Exchange Agreement -2-7- EXHIBIT B LEGAL DESCRIPTION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01" EAST ALONG THE NORTH LINE OF SAID COX DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 °48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LING OF SAID COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31", WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1-LS 11191" ON THE WEST LINE OF SAID KING DONATION LAND CLAIM; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 048'09" WEST ALONG SAID EAST LINE OF THE COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. EXCEPT FOR: PARCEL 1 - SOUTH 277TH STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINING 51,075 SQUARE FEET. EXHIBIT B - 1 -- z 9 - AND, EXCEPT FOR: PARCEL 2 - "I" STREET NORTHEAST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01°48'09" ALONG SAID EAST LINE OF THE COX DONATION LAND CLAIM AND SAID WEST LINE OF THE KING DONATION LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 222.28 FEET; THENCE SOUTH 01 °48'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08°54'52" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88°48'40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01 048'09" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 120,067 SQUARE FEET. AND EXCEPT FOR: PARCEL 3 - 49TH STREET NORTHEAST A STRIP OF LAND 75.00 FEET IN WIDTH, HAVING 37.50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE COX DONATION LAND CLAIM AND SAID WEST LINE OF THE KING DONATION LAND CLAIM, A DISTANCE OF 736.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21'09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348.23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT "Ay'. THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT "A". CONTAINING 53,956 SQUARE FEET. EXHIBIT B - 2 - 2 1 - . o . . - ' - . . ' . . ` After Recording Rehun To: Isabel R. Safora Port of seattte COFORMED COPY Legal Deuartment P. O. Boz 1209 Seattle, WA 98111 200808~700i040 ABC-LEGAL MESS AG 73.00 PAGE001 OF 030 08Z07/2008 13:30 , KING COUNTY, WA . Document Title(s) (or transactions contained therein): (all azeas applicable to your document must be filled in) . ADMINISTRATIVE MEMORANDUM OF AGREEMENT Grantor(s) Exacdy as name(s) appeaz on document CTTY OF AUBURN, a municipal corporation of ttie Sta.te of Washington Additional names on page _ of document. Grantee(s) PORT OF `SEATTLE, a municipal coiporation of the State of Washington Additional names on page _ of docuxnent. . Legal Description,(abbreviated i:e. lot, block, plat or-seetion, tovcroship, range) THOSE PORTIONS OF TR.ACT "A" HEREINAFTER REFERENCED AS PARCEL 1, _ PARCEL 2, AND PARCEL 3 Additional legal on page ~ of docwnent. - Assessor's Property Taz ParceUAccount Number ID No(s). o Assessor Tax # not yet assigned 9360600258 and 9360600260 ' L • • ADMINISTRATIVE MEMORANDUM OFAGREEMENT THIS ADMINISTRATIV MEMORANDUM OF AGREEMENT is made and entered into as ofi this 6t~ day of W r 20&,"by and between the City of Aubum (hereinafter "City"), a municipal co oration of the State of Washington, and the Port of Seattle (hereinafter "Port°), a municipal corporation of the State of Washington. WHEREAS, the City and the Port heretofore enfer into a Real Estate Exchange Agreement dated _~Io7 (hereinaftec "Exchange Agreement") calling for the ezchange of real estate interests in connection with vacation of a portion of I Street NE, located ' within the City of Aubum south ofi 277"' Street, and providing for certain other obligations and , commitments relative to the development of the right-of-way and wetand mitigations; and WHEREAS, in connection with the realignment of I Street NE and the mitigation, certain concessions and agreements were made befinreen the City and the Port, beneficial to both; and ~ WHEREAS, the Exchange Agreement as executed pursuant to City of Aubum Ordinance No. 6102, however, did not fully address the considerations contemplated by the , .Port, and in order to accommodate those considerations, it is appropriate thaf this Administrafive Memorandum of Understanding be executed between the parties. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOVIIS: 1. In connection with the terms and provisions of the Exchange Agreement adopted by and approved pursuant to said Ordinance No. 6102 between the City and the Port, attached hereto as Exhibit A and incorporated herein by this reference, ,'if is appropriate that the contribution and consideration given by the Port be balanced with a value%redit of $90,000 to off-set obligations that may arise under subsection 18.48.110(b)(4) of the Aubum City Code (ACC)in connection with the development of the Port property legally described in Exhibit B attached hereto and incorporated herein by, this reference.. 2. The off:setting value/credit provided for in this Agreement shall apply to financial participafion obligations under ACC 18.48.110(b)(4), and shall inure to the Port and any heir, assign, or successor in interest to the Port's properly, and shall run with the land legalty described in attached Exhibit B. - 3. . This Memorandum of Understanding is executed in connection with the authority conveyed. to the Mayor for the implementation of administrative procedures necessary to carry out the directives of Ord'mance No. 6102 and shall be recorded. OF PORT OF SEATTLE _ - ~ By: Peter B. Lewis, Mayor Name: s i T~4N i . Title: Attest: Dan ` Ile Daskam, City Clerk , Approved as to Form: _ _ _ e niel B. Heid, • tto 2 - , . . 0RD9NANCE NO. 610 2 AN ORDIfiIANCE OF THE CITY COUNCIL OF THE CITY OF AUBURN, VNASHIIVGTON, APPROVING . THE VACATIOIV OF A RORTION 'OF "I" STREET lVE LOCATED SOUTH OF SOUTH 277TH STREET, WITHIN THE CITY OF AUBURIV, WASHIfVGTON WHEREAS, the Environmental Impact Stafemenf for the North East Auburn/Robertson Properties Special Area Plan (Robertson EIS) recommendetl realigning the undeveloped "I" Street NE right-of-way as parf of developing a . more effective street network in the Northeast portion of the City; and WHEREAS, the Port of Seattle owns property south of South 277th Street through which a portion of the current °I" Street IVE rights-of-way run; and WHEREAS, a portion of the realigned "I" Street NE right-of-way would also run through the Port of Seattle property; and WHEREAS, the Port of Seattle has agreed to provide the realigned "I" Street NE right-of-way and other right-of-way property identified in the Robertson EIS to the City in exchange for vacation of a portion of the existing "I" Street NE right-of-way; and . WHEREAS, the total areas of the rights-of-way to be vacated and to be accepted are approximately equal, resulting in no net gain or Ioss of property for either the City or the Port; and WHEREAS, based on an appraisal of the.rights-of-way to be vacated and tQ be accepted, the City Council finds that dedication by the Port of Seattle . Ordinance No. 6102 . June 27. 2007 Page 1 • .~3 = ' . of the realigned "I" S4reet iVE righ4-of-way provides the Ci4y with sufficient compensation for the vaca4ion of the exisfing "I" Street NE right-of-way; and WHEREAS, prov'tded that the Port of $eattle provides 4he City with the alternate right-of-way, the above-identfied portion of the existing NI" Street NE right-of-way will no longer be needed to meet the needs of the Gity; and WHEREAS, the City of Auburn has initiated Vacation IVo. V-03-06 to vacate that portion of the existing "I" Street NE identified above; and WHEREAS, notice of the vacation was sent to Qwest, the only utility with facilities within the existing right-of-way, and comments were received; and WHEREAS, Resolution No. 4121 calling for a public hearing on the vacation was approved on June 4, 2007; and WHEREAS, the posting requirements of Auburn City Code 12.48.070 have been met; and WHEREAS, a public hearing was held before the City Council on July 2, 2007, at which hearing alt persons wishing to speak,to the proposed vacation were heard; and WHEREAS, the existing "I° Street NE right-of-way was acquired by the City through a deed" from P. Henley and Associates in 1989, and has been considered right-of-way by the City of Auburn since that time, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DO ORDAIN AS FOLLOWS: Ordinance No. 6102 June 27, 2007 Page 2 G~ - . t Sectaon 1. !/acation. Tha4, contingent on completion of the actions set forth in Section 2 hereof, a portion of "I" Street NE, loca4ed within the City of Aubum, Washington, as legally descabed on attached Exhibit "A," and depicted on Exhibit "B," which are by this reference incorporated herein, the same is hereby vacated, and the property lying in said portion of a certain street right- of-way described hereinabove, shall be re4umed and belong to 4hose persons entitled to receive the property in accordance with the law. Sectaon 2. Conditions of Vacation. This. vacation shall be cantingent on the Real Estate Exchange Agreement between the City of Auburn and the Port of Seattle in essentially the form set forth in Exhibit "C,° which agreement is _ by this reference incorporated herein, being signed and executed by the Mayor of the City of Auburn and the authorized representative(s) of with the Port of Seattle within thirty days of the date of passage of this Ordinance. Section 3. Constitutionalitv or Iravaliditv. If any section, subsection, clause, phrase, or sentence, of this Ordinance, is for any reason held to be invalid or unconstitutional, such invalidity or unconstitutionality of the remaining portions of this ordinance, as it is being hereby expressly declared that this ordinance and each section, subsections, clause, phrase, or sentence, hereof would have been prepared, proposed, adopted, and approved and ratfied inespective of the fact that any one or more section, subsection, clause, phase, or sentence, be declared invalid or unconstitutional. Ordinance No. 6102 June 27, 2007 Page 3 - S_ Section 4. Effec46ve Date. This Ordinance shall tabce effecf and be in ' force five (5) days from and af4er passage, approvai, and publication as provided by law, and upon comple4ion - satisfaction of conditions set forth in Section 2, above. Sectaon S. Recordation. The City Clerk is directed to record this ordinance with fhe office of the King County Auditor onty after completion of all the conditions set forth in Section 2 of this Ordinance. Sect6on 6. Irnplernentatiora. The fVlayor is hereby authorized to implement such administrative procedures as. may be necessary #o carry out the directives of this vacation. INTRODUCED: ,UL 2 2007 PASSED: APPROVED: JUL 2 2007 PETER B. LEWIS ATTEST: MAYOR D ' !le E. Daskam, City Clerk AP VE TO F Daniel B. Fleid-, City Attorney PUBUSHED: 07 :aJf ,)e~ ' Ordinance No. 6102 ' June 27, 2007 Page 4 , ~ ~ ~ Ordinance 6102 Exhibi4 A - LEGAL DESCRiPTiOfV ~ RIGHT OF WAY VACATION ALL THAT PORTIOfi1 OF "i° STREET RIGHT OF WAY ACCORDING TO S'fi4?UTORY WARRANTY DEED FILED UiVDER RECORDING NUIVIBER 8911280990 IN KIMG.COUNTY WASHINGTOP~ LYIfVG WITHIIV THE HEREINAFTER DESCRIBED TRACT °A". TRACT "A" A PORTIOIV OF TFiE GEORGE E. KING DONATION LAND CLAIM NO. 40 LYIiVG IA1 SECTtON 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.Ni., IN THE CITY OF AUBURN, KING COUiVTY, . WASHINGTON, DESCRtBED AS FOLLOWS: SEGINIVING:AT ThIE NORTHEAST CORiVER OF THE WA COX DONATI0N LAND CWIM NO. 38 ANDTHE SOUTHEAST CORNER OF R.H. BEATTY DONATION CLAIM; THENCE 30UTH 89°00'01" EAST ALONG THE NORTH I.INE OF SAfD GEORGE E. K1NG DONATIOIV LAND CLAIM - - " A DISTANGE OF 638.43 FEET; TIiENCE SOUTH 01 °48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAINi A DISTAfVCE OF 2730.52 FEET TO A POINT.ON THE LINE ESTABLISHED. BY AGREEMENT RECORDED UNDER KING CtOUNTY RECORDING N0..7912170640; THENCE NORTH 88048'310 WEST ALONG SAID LINE A DISTANCE OF 637:10 FEET TO A CONCRETE MONUMENT MARKED "N0.1- LS 11191 ° ON THE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAIM; THENCE NORTH 0005118" EAST A DI3TANCE OF. 80.23 FEE7 TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST CORNER OF SAID WA COX DONATtON LAND CLAIM NO. 38; THENCE NORTH 01 048'09" VtiIEST ALONG SAID EAST LINE OF THE WA. COX DONATION LAND CLAIfVI, BE1NG ALSO THE WEST LINE OF THE GEORGE E. K1NG DOiVATION LAND . CCA1M, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. GONTAINING 225,098 SQUARE FEET. ocPaFS -16 1205 o7706 `o - _7_ Ordinance 6102 Exhibit A LEGA[. DESCRIPTOON NEW RIGHT OF iMAY ACC2UISITION THOSE POR7'IONS OF THE FOLLOVVING DESCRIBED TRACT "A" HEREINAFTER REFERENCED AS PARCEL 1, PARCEL Z, AND PARCEL 3, EACH BEIMG FOR STREET RIGliT OF WAY PURPOSES, AND EACH BEWG MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" A PORTION OF THE GEORGE E. KING DONATION LAND;CLAINi iVO. 40 LYING IN SECTION 31, TOWiVSHIP 22 NORTH, RANGE 5 EAST, W.AA., IN THE CITY OF AUBURN, KIfiIG COUiVTY, WASHINGTOiV, DESCRIBED AS FOLCOWS: SEGINIViNG AT THE NORTHEAST CORNER OF THE W.A. COX DONAT(ON LAIVD CLA111A PVO. ' 38 AIVD THE SOUTHEAST CORNER OF R.H. BEATTY DOtVATION LAND CLAIiUI; THENCE SOUTH 89°00'01" EAST ALONlG THE NORTFi LINE OF SAID GEORGE E. KING DONATION - LAIVD CLAIM A DISTANCE OF 6;i8.43 FEET; THENCE SOUTH 09 °48'09°WEST, ALONG A LINE . PARALLEL WITH THE EAST LINE OF'SAID WA COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON .THE. LINE ESTABLISHED BY.AGREEMENT RECORDED UNDER KING COUNTY RECORDING N0.7912170640; THENCE NORTH 88°48'31" WEST.ALONG SAID . LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMEiVT AAARKED "N0.1 - LS 11191" ON THE WEST LINE OF SAID GEORGE E. KING DONATfON LAND CLAIiVI; THENCE IVORM 00051'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED IRON PIPE MARKING THE SOUTHEAST COFiNER OF SAID W.A. COX DONATION LAIVD CLAIM NO. 38; _ 7HENCE NORTH 01 048'09" WEST ALONG SAlD EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING:ALSO THE WEST LINE OF THE GEORGE E. KING DONATION LAND CLAlM, A DISTANCE OF 2648.08.FEET TO THE POtNT OF BEGINIVtNG. PARCEL.1 - SOUTH 277TM STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". COfVTA1NING 59,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST ' COIVIMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; 1"HEIVCE SOUTH 01 048'09" EAST ALONG SAID EAST UNE OF THE W.A. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DONATION tAND CIAIM,. A DISTANCE OF 1423.17 FEET TO THE TRUE POINTIOF SEGINNING; THENCE SOUTH 24°56'01" EAST A DiSTANCE OF 222.28 FEET; THENCE SOUTH 01 °48'09" WEST A DISTANCE' OF 1024.00 FEET; THENCE SOUTH 08°54'S2" WEST A DISTANCE OF 8250 FEET TO THE SOUTH LINE OF.THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 8804840" WEST ALONG SAID - SOUTH LINE A DISTANCE OF 88.50 FEETTO THE SOUTHWEST CORNER OF THE ABOVE ' DE3CRIBED PROPERIY; THENCE' NORTN 00051'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01 048'09" EA3T A DISTAfrlCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINIVING. I I CONTAINING 120,067 SQUARE FEET. 'F'AGE 1 OF 2 I I ~ j - II , - g , ~ _ , , . I I • Ordinance 61012 Exhibi4 A PAPZCEL 3 - 49T" STREET NORTHEAST - ' A STRIP OF LAND 75A0 FEET TN UVIDTH, HAVIfilG 37:50 FEET OF SUCH VVIDTH ON EACH SIaE OF TFiE FOLLOIIVIMG DESCRlBED CENTERLINE: ~ COMMENCIIVG AT THE NQRTHWEST CORNER OF THE.HEREfiV DESCRIBED TRACT THENCE SOUTH 01048'09" WEST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CI.AINI AND SAID WEST LINE OF THE GEORGE E. KING DOfVATION LAND CLAINi, A . DISTANCE OF 736.14 FEETTO THE TR4JE POINT OF BEGINNING; THENCE NORTH 58921'09" EAST A DISTANCE OF 371.19 FEEf TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVI.iVG A RAD{US OF 600.00 FEET; THENCE AI.ONGTHE ARC OF SAID CURVE, PASStNG THROUGH A CENTRAL ANGLE 33°15'12" A D1STANCE OF 34823 FEET TO A POINY ON THE EAST LINE OF THE HEREIN DESGRIBED TRACT "A" Ai~D'fF~iE TERiIIfVUS OF'Tai1S CEPVTERLINE DESCRIPTION. I THE SIDELIiVES OF TME FiEREIN DESCRIBED STRIP OF LAAID ARE TO LE(VGTHEN OR 5HORTEN AS NECESSARY TO TERMINATE ON THE EAST AND 1NEST LINES OF SAID TRACT . qA„. . . ' CONTAIIVING 53,956 SQUARE FEET. K:1Surveffr 2D0512050651205085 T59eg (ROW Vac,Acq) 061025-wp.doc 205065 T55Leg (ROW Vac) 081025 , W ~ - 9.00m%~~ PAGE20F2 - ~ - ' Ordinance 6102 Exhibi4 B s zma ar ~ - - - - 'y~.~•"br ~ ~ ~ :IPl.U1P.S . . . ~ ~ ~ . ~ . ~ _A~~¢ • ' . . . ~ . . II ~ . ~ . . I ~ ` /.l- : . . ~ . ~ . ~ . ~ ~ ~ ~ ~ . . . - L . . `~,r , . . . . . . `4k~~ _ ~ •a`~t~_~il i ~5` 'f` ~ ~ , f; _ ~ ~ . _ . . . ~ . , . . . .r ) pp ' . . . . . i r PetFM . . y ti f . . i ~ . . ~ . IINZ m1& 8Y {7Y32170610 ~ ~ . PORT OF SEATTLE / AVBURN REAL ESTATE EXCFiANGE AGREEMENT Lffi'r~: RIGHT-0F-11AY"f0 HE ~ . _ . . . ~ VACA'P8D BY CI7Y EE5.098 SF~. ARBA OP OVERT1tP • . ~ .R[CFST-OP-WAY~1'O BS' E25.098 SR TBZUNDB . . . ACQUQtED. BY Cl1'Y - . ' , ~ . , . . - f Ordinance 6902 Exhibit C Fxecur;on copy ItEAL ESTATE E%CHANGE AGREEI6EENT THIS REAL ESTATE EXCHANGE AGREElV1ENT ("Agreement") is made and entered into as of the day of , 2007 by and between the City of Aubwn, a municipal corporation of the State of Washington ("City") and the PoR of Seattle, a municipal corporation of the State of Washington ("Port"). ' RECIT'AY.S A. The Port is the owner of certain real. properly in the City of Auburn, Washington, legally described on Exhibit A to this Agreement ("Port Pmperty'), being a portion of King County Tax Parcels No: 9360600258 and Na 9360600260 B. The City is the holder of certa:in undeveloped right-of-way, commonly known as I Street NE and located in the City of Aubum, Washington, over the property legally described on Exhibit B to this Agreement ("Street. Properiy'). The Street Property right-of-way encumbers and bisects the Port Property. An approximate illustra6on of the Street Property and the Port Property is attached as Exhibit C. C. The City has prepared a Draft and Final "Northeast Aubum Robertson Properties Special Area . Plan Environmental Impact Statement" ("EIS") which evaluated multiple ' transportation network options and addresses a revised alignment for I Street NE to meet recognized standards for traffic safety and street network connectivity. D. The Ciry desires to acquire a right-of-way over the Port Property to create the revised alignment for I Street NE, widen existing roads, provide access to serve fiiture area development and provide transportation improvements consistent with the EIS. E. The Port desires to have the City vacate the Street Property right-of-way, thereby enhancing the physical coafiguration of the adjoining Port-owned properties for future deve(opment. NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT l. The Exchange Properties the Port Proger.ty and the StreetProperlv). 1.1 Subject to the terms and conditions of this Agreement, and in consideration thereof, the City has adopfed an ordinance vacating to the Port the Street Property right-of-way, and the Port agrees to accept in exchange the Streef Property right-of.-way and any and all easements and other appurtenances used in connection with its beneficial use and enjoyment. Real Estate Exchange Agreement 1 DM Z91482vS -1/ - Ordinance 6902 Exhibi4 C. aecurion copy ' 1.2 Subject to the terms and conditions of this Agreement, and in . consideration thereof, the Port agrees to convey to the City, and the City agrees to accept as • payment for vacating;the Street Property right-of-way, dedication of a rig6t-of-way over the Port Property subject to any and, all existing easements. 1.3 This Agreement is subject to the approval of the Port Commission of the . Port of Seattle and the Auburn City Council. 2. Title. 2.1 'The Street. Properiy right-of-way shall be vacated to Port at Transfer by recorded' City Ordinance vacafing the Street Property, right-of-way ("Ordinance'~. 22. The right-of-way over the Port Property shall be conveyed to the City at Transfer by a.Dedication Deed ("Port Property Deed").. 'Y'he Port Property Deed shall be substantially in a form as attached Exhibit D. . 3. Condition of Street Propertv and Poit PropertY. 3.1 Befoie Transfer, Port shall have inspected, the Street Property right-of- - way: The Port will be acquiring the Street Property right-of-way in its present physical . condition, "AS IS," "WHERE IS" and with all faults, known or unkuown, on the basis of Port's " own independent investigations. Without limiting the generality of the foregoing, except for the express covenants, representations and warranties and indemnities contained in this Agreeinent, the City has made no representations or warranties of any kind relaring to the physical or environmental condition of the Streef Property right-of-way. 3.2 Before Transfer, the City shall have inspected the Port Property. The City will be acquiring the Port Property right-of-way in its present physical condition, "AS IS," "WHERE IS" and with all faults, lrnown or unknown, on the basis of the Cily's own independent investigations. Without luniting, the generality of the foregoing, except for the express covenants, representations; and`warranties and indemnities contained in this Ageement, the Port has made no.representations or warranties of any kind relating to the„physical or environmental condition of all or any part of the Port Property. 4. 1"he Port's 'and the Qitv's Ri¢ht to Tenminate. If either the Port's or the City's conditions, set forth in this Agreement, are not satisfied in the cespective party's sole and absolute discretion, the party whose conditions are not satisfed shall have the right to terminate this Agreement by giving five days written notice to the other. parry. If either party gives a termination notice W the ottie"r party under this Seetion 4, this Agreement shall terminate and.. neither party shall have any further liabil_ity to the other under the Agreement 5. Port Transfer Conditions. The Port's obligation to grant the Port Property right- of-way shall be subject to the following conditions tha.t must be satisfied as of Transfer: Real Estate Exchange Agreement 2 DM 291482v.5 - ~ ~2_ Ordinance 69 02 Exhibi4 C Ezecution Copy 5.1 All representations and warranties of the City contained herein shall be true, accurate and complete at the time of the Transfer as if made again at such time; 5.2 The City shall have performed all obligations to be performed by each hereunder on or before Transfer (or, if earlier, on or before the date set forth in this Agreement ' for such performance); 5.3 At Transfer, title to the Street Property shall be in the condition required - by this Agreement; and If the conditions set forth in this Section 5 are not satisfied as of Transfer and the Port does not waive ttie. same; the Port may terminate "this Agreement, and thereafter neither parcy . shall have any further liability to the other under this Agreement. 6. City's Transfer*Conditions. The City's obligation to vacate the Street Property right-of-way shali be subject to the.following conditions, that must be satisfied as of Transfer. 6.1 All representations and warranties of the Port contained herein shall be true, accurate and complete at the time of the Transfer as if made again at such time; 6.2 The Port shalt have performed all obligations to be performed by each hereunder on or before Transfer (or, if earlier, on or before the date set forth in this Agreement for such performance); 6.3 At Transfer, title to the Port Property shall be in the condition required hy this Agreement; and If the conditians set forth in this Section 6 are not satisfied as of Transfer and the City does not waive the same, the City may terminate this Agreement, and thereafter neither party shall have any further liability to the other under this Agreement 7. Transfer. 7.1 Time. The City shall record the Ordinance no later than ten (10) days after execution of this Agreement The Port shall record the Port Properiy Deed no later than five (5) days after receiving a conformed copy of the recorded Ordinance from the City. 1fie transfer of this exchange ("Transfer'l shall be effective the date the Port Properiy Deed is recorded. 7.2 Port Obligations. To accomplish the Transfer, the Port shall deliver to the - City the following: 7.2.1 , Port Prope Deed. A conformed copy of the recorded Port Property Deed, no later than five (5) days after recording in accordance with subsection 7. L Real Fsffite Exchange Agreement 3 DM 291482v.5 `13 ~ Ordinance 6902 Exhibi4 C aecur,on copy , 7.2.2 Excise Tax Affidavit. An appropriate excise tax affidavit, signed and notarized ,by the responsible and authorized officials of the Port. 7.3 City Obligations. 'I'o accomplish the Transfer, the City shall deliver to the Port the following: 7.3.1 Oriiinance. A conformed _copy of the recorded Ordinance, no later than ten (10) days after recording in accordance with subsection 7.1. 7.4 Proration. All rents, taxes, interest and other expenses associated with the • Street Property right-of-way and'the Port Property right-of-way shall be prorated as of Transfer.. - 8. Possession. The Port shall be entitled to possess.ion of the Street Property right- of-way immediately following Transfer. The City shall be enritled to possession of the Port Property right-of-way immediately following Transfer. 9. Port Warranties. The Port hereby acknowledges, represents and warrants as of Transfer that: (a) it is the owner in fee of the Port Property; (b) the Port will not hereafter enter into any contract or create any obligation which will bind the City as a successor in interest with respect to the Port Property right-of-way; and (c) the Port is not aware of any material defect in the Port Property. All warranties set forth in this Section 9 sha11 survive the Transfer and the Port shall defend, indemnify and hold the City hazmle"ss from any. breaches thereof, including costs and attorneys' fees. 10. Cit}+ Warranties. The Ciry hereby acknowledges,. represents and warrants as of Transfer that: (a) it has right-of way rights to the Street Property; (b) the City will not hereafter enter into any contract or create any obligation which will bind the Port as a successor in interest . . with respect to the Street Property right-of-way; and (c) the City is not aware of any material defect in the Street Properry right-of-way. All warcanties set forth in this Section 10 shall survive the Transfer and the Ci,ty shall defend, indemnify and hold the Port hannless from any breaches thereof, including costs and attorneys' fees. 11. Indemnification. 11.1 Bv the Citv. The City shall pay, protect, pay the defense costs of, indemnify and hold the Port and its successors and assigns harmless from and against any and all loss, liability, claim, damage and expense suffered or incarred by reason of (a) the breac6 of any representation, warranty or agreement of the City set forth in this Agreement; (b) the failure of the City to perform any obligation required by this Agreement to be performed by the City; (c) the ownership, maintenance, and/or operation of the Street Property right-of-way by the City prior to the Transfer; or (d) any injuries to persons or property ftom any cavse occasioned in , whole or in part by any acts or omissions of the City, its representatives, employees, contractor or suppliers that occurred on:tfie Street Properiy prior to Transfer. 11.2 B,v the -Port. The Port shall pay, protect, pay the defense costs of, indemnify and hold the City and its successors and assigns harmIess from and against any and all Real Fstate Exchange Agreement 4 DM 291482v.5 i~/- Ordinance 6902 Exhibit C FxecLrio„ cof,y loss, liability, claim, damage and, expense suffered or incurred by reason of (a) the breach of any representation, warranty or agreement of the Port set forth in this Agreement; (b) the failure of the Port to perform any obligation required by tliis Agreement to be perforined by the Port; (c) the ownership, maintenance, and/or operation of the Port Property by the Port prior to the Transfer, or (d) any injuries to persons or properiy from atiy cause occasioned in whole or in part by any acts or omissions of the Port, its representatives, employees, contractor or suppliers that occurred on the Port Properiy prior to Transfer. 12. Condemnation. In, the event of any commenced or to be commenced ' condemnation. proceedings respecting either the Street Property or the Port Properiy or any portion of either, this Agreement shall terminate upon the filing of a petition for condemnation by the condemning authority, unless the parties amend this Agreement to provide otherwise. 13. Risk of Loss. ' 13.1 Risk of loss of, or damage to, the Street Property right-of-way shall be . borne by the City until Transfer. Thereafter, the Port shall bear the risk of loss to the Street . Property right-of-way. 13.2 Risk of loss of, or damage to, thePort Property shall be borne by Port until Transfer. Thereafter, the City shall bear the risk of loss to the Port Property right-of-way. 14. Default. In the event of a default under this Agreement by either party, the.sole remedy of the other party shall be to terminate this Agreement upon five (S) days notice to the defaulting party. 15. Acknowledgment. The undersigned, by execution hereof, represent that this Agreement has been read-by or to them, that the undersigned understand and fully agreE to each and every provision herein, and fhat they have each had an opportunity to consult with counsel of their own choosing. 16. Notices. All notices to be given by each party to the other pursuant to this Agreement shall be delivered in person, by facsimile or deposited in the United States mail, properly . addressed, postage fully prepaid, for delivery by certified or registered mail, retum . receipt requested. Notices given by personal delivery or .facsimile shall be deemed effective upon receipt; notices given by mail shall be deemed effective on the third day after deposit Noxices may be given at the following addresses and facsimile numbers, until further notice by. either parly: Citv: Port: . City of Auburn Port of Seaxtle Attn: Planning Director Attn: M " er-Acquisitions/R.elocation 25 West Main Street 19639 - 28'h Avenue -S., Bldk• E. Aubum, WA98001-4998 SeaTac. WA 98188 (253) 931-3090 (2061444-6788 (253) 804-3114 FAX Real Estate Exchange Agreement 5 DM 291482v.5 ~fs'- Ordinance 6902 EuhibiQ C Execurton copy ~ 17. 11Riscellaneous: 17.1 Goveminia, Law and Venue. This Agreement shall be govemed by and construed in accordance with the laws of ihe State of Washington. It is agreed that King County, Washington shall be the venue for any litigation arising out of this Agreement. 17.2 Entire A egr emenL This Agreement constitutes the entire agreement between the parties conceming the exchange of the Street Properly right-of-way and the Port Property right-of-way and cannot be changed or modified other than by a written agreement - executed by both parties. 173 Counterparts. This Agreement may. be executed in more than one counterpart, each of which shall be deemed an original. 17.4 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties. 17.5 EventDate. If any event date fa115 on a Saturday, Sunday or legal holiday, then the time for performance shall be extended until the next business day. - 17.6 Non-Waiver. No term or condition of this Agreement will. be deemed to ' have been waived or amended unless expressed in writing, and the waiver of any condition or the 6reach of any term will not be a waiver of any subsequent breach of the same or any other term or condition: 17.7 Exhibits: The Agreement contains the following Exhibits which are atta.ched and made a part of the Agreemenr Exhibits A. B, C and D. 17.8 Brokers. The Port and the City represent and warrant that they have not engaged any broker, agent or consultant who might claim a commission in connection with this Agreement. 17.9 Time. Time is of the essence of this Agreement. 17.10 Attomeys Fees/Litigation Expenses. Each party shall pay their respective attorneys fees with respect to this Agreement and Transfer. In any contcoversy, claim or dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover its costs and expenses of suit; including reasonable attorrieys' fees. 17.11 Captions. Section headings are used for the purpose of.convenie,nce only and shall not be considered in conshuing this Agreement Real Estate Exchange Agreeanent 6 DM 291482v.5 . r~ f ~ Ordinance 6902 Exhibit C Execur;on copy IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of ttie date first set forth above. . CI'II'Y OF AgTBgJRN: PORT OF SEATTL,E: By: . By: Print: Print: - Its: Its' Real Estate Exchange Agreement 7 DM 291482v.5 7 - Ordinance 6102 Exhibit C &ecurtoR copy STATE OF WASHINGTON ) _ ) ss. COUNTY OF } I. certify that I. know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged thar (6e/she) signed this instrument, on oath stated that (hefshe) was suthorized to execute the instrument and acknowledged it as the of the CTTY OF AUBURN, a municipal ' corporation of the State of Washington, to be the free and voluntary act of such pazty for the uses and purposes mentioned in the instrument. Dated: NOTARY PUBLIC in and for the State of Washington, residing at. My Commission Expires: Print Name: STATE OF WASHINGTON) ) ss. COUNTY OF KING ) I certify that I know or.have sarisfactoryevidence that is the person who appeared - before me, and said person ackriowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the iristrument and acknowledged it as the of the PORT OF SEATTLE,. a municipal corporation of the State of Washington, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: Print Name• Real Estate Exchange Agreement 8 DM 291482v.5 -~IQ- Ordinance 6102 Echibit C &ecurion copy - EXHIBIT_«A„ . Port Properiv Exhibit "A" Poct Property A-1 Real Estate Exchange Agreement . Ordinance 6902 Exhibi4 C I.EGAL DESCRIPTION NEVV RIGHT OF WAY ACQUISITION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" HEREINAFTER REFEREfVCED AS PARCEL 1,.PARCEL 2, ANO PARCEL 3, EACF9 BEING FOR STREET RIGHT . OF WAY, PURPOSES, AND EACH BEIfVG MORE PARTICULARLY DESCRIBEO AS FOLLOWS: 7RACT "A° . A PORTION UF THE GEORGE E. K1NG DONATIOiV IAND CLAIM iVO. 40 LYING IfV SECTION 31, TOWNSHIP 22 NOR7H, RANGE 5 EAST, W.M., lN'THE CITY. OF AUBURN, KIfVG COUNTY, . WASHINGTON, DESCR(BED AS FOLLOWS: BEGINN(NG AT THE NORTHEAST CORNER OF THE WA COX DOIVATION LAND CLAi1V19V0. 3$ AND THE SOUTHEAST CORiVER OF R.H. BEATTY DONATION LAMD CLAIM; THENCE SOUTH 89000'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DIS7ANCE OF 638.43 FEET; THENCE SOUTH 01°48'09" WEST. ALONG A LINE PARALLEL WITH THE EAST LINE OF SAID W.A. COX DONATION LAND CLAfM A DISTANCEOF 2730.52 FEET.TO A POINT OtV THE LINE E3TABUSHED BY AGREEMENT RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88°48'31° WEST ALONG SAID LINE A DISTANCE OF 637:10 FEET TO A CONCRETE MONUNIENT MARKED °N0.1 - LS 11197° ON THE WEST LINE OF SAID GEDRGE E. KlNG DONA'fIOiV CAND CLAIM; THENGE NORM 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH OIAMETER. PLUGGED IRON PIPE h/fARKING THE SOUTHEAST CORNER OF SAID WA COX DONATION LAND CLAIM NO. 38; _ THENCE NORTH 01 °48'09" EAST ALONG SAID EAST LINE OF THE W.A. GOX DONATION LAND CLAIM, BEING ALSOTHE WEST LINE OF THE GEORGE E. KIMG DONATION LAfVD CLAIM, A OISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. pARCEL 1- SOUTH 277T" STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINIiVG 51,075 SQUARE FEET. PARCEL 2 - "I" STREET NORTHWEST COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT'A"; THENCE SOtJTH 01048'09" EAST ALONG SAID EAST LINE OF THE WA. COX DONATION LAND CLAIM AND SAID WEST LINE OF THE GEORGE E. KING DOFlAT10N LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINIVING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 22228 FEET; THENCE SOUTH 01°48'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08054'52" WEST A DISTANCE OF 82.50 FEET TO TFtE SOUTH LINE OF THE HEREIN DESGRIBED TRACT °A"; THENCE NORTH 8$°48'40" WEST ALONG SAID SOUTH LINE A OISTANCE OF 88.50 FEET TO THE 30UTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A D(STANCE OF 80.23 FEET; THENCE NORTH 01 048109" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNIIVG. CONTAINING 120,067 SQUARE FEET. , PAGE 1 OF2 - Zd Ordinance 6102 Exhibi4 C PARCEL 3 -49T" STREET NORTHEAST A STRIP OF LAIVD75.OO FEET TN WIDTli, HAVING 37.50 FEE1' OF SUCH WtDTH OPV EACH SIDE OF THE FOLLOIIViNG DESCRIBED CENTERLINE: COMIVIEfVCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRI6ED TRACT "A"; THEPVCE SOUTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE WA. COX DONATION LAND CLAInA AND SAID WEST'LINE OF THE. GEORGE E. KING DOIVATION LAND CLAIM, A DISTANCE OF 736.94 FEET TO THE TRUE POINT OF BEGINIVING; THENCE NORTH 58°21'09" . EAST A DI87AfVCE OF 371.19 FEE7 70 THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADtUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAI ANGLE 33°1512" A DISTANCE OF 348:23 FEE7 TO A POINT Ofil THE EAST LINE OF THE HEREIiV DESCRIBED TRACT "A" AfVD`THE TERMINUS OF THIS CEM7ERLINE DESCRIPTION. , - . THF SIDELINES OF THE HEREIN DESCRIBED STRIP OF IAiVD ARE TO LEIVGTHEN OR SHORTEN A3 NECESSARY TO TERMINATE ON THE EAST AND WEST UiVES OF SAID TRACT QA» ' _ . CONTAtNING 53,956 SQUARE FEET. ~ . . ~ Ob ~ ~ ; . ~ K:4SurveylYr 20051205065120585 T55Leg (New ROW Ar,q) 20070912 wp.doc 205085 T55Leg (New ROW Aco 20070312 ' PAGE 2 0F 2 Z / - Ordinance 6102 Exhibi4 C aQcurZOn copy EXHIBIT "B'• Street Propertv Exhibit `B" Street Properly B-1 Real Estate Exchange Agreement ~22-' Ordinance 6102 Exhibi4 C LEGAL OESCRIPTION RIGHT OF WAY VACATIOfV ALL THAT PORTION OF `I°STREET RIGHT OF 1MAY ACCORDiIVG T.O STATUTORY WARRANIY DEED FILED UNDER REGORDING NUMBER 8911280990.IN KING COUIVIY WASHINGTON LYING WITHIIV THE HEREiiVAFTER DESCRIBED TRACT "A". TRACT "A° A PORTION OF THE GEORGE E. KIfVG DONATION LAND CLAIM NO. 40 LYING IN SECTION 34, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.hA., IN THE CITY OF AUBURPd, KING COUPlTY, WASHINGTON, DESCRIBED AS FOLIOWS: BEGINNIiVG AT THE NORTHEAST CORNER OF THE W.A. COX'DONAATiON LAND CLAlilfl NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION CLAIM; THERICE SOUTH ' 89°00'01" EAST ALONG THE NORTH LINE OF SAID GEORGE E. KING DONATION LAND CLAIM A DISTANCE OF 638.43 FEET; THENCE SOUTH 01 048109" WEST, ALONG A UNE PARALLEL WITH THE EAST LINE OF SAID W;A, COX DONATION LAND CLAIM A DlSTANlCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT.RECORDED UNDER KfNG COUNTY REGORDING NO. 7912170640; TNENCE NORTM 88°48'31" WEST ALONG SAID LIIVE A DISTANCE OF 637:10 FEET TO A CONCRETE MONUMENT MARKED "IV0..1 - L311191° ON YHE WEST LINE OF SAID GEORGE E. KING DONATION LAND CLAINi; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 21NCH DtAIVIETER PLUGGED IRON PIPE , iVIARKING THE SOUTHEAST GORIVER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 048'09" EAST ALONG SAID EAST LINE OF THE W.A. COX DONATION LAND CLAIM, BEING ALSO THE WEST LINE OF THE GEORGE E. KIIVG DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. CONTAlNING 225,098 SQUARE FEET. . ~ ~ • 8~ • ~O b~ Ob -a • o > > LAIV " Exaiaes . } K:\Survey\Yr72005\205065\205065 TSSLeg (ROW Vac) 20070312 . 205065 TSSLeg (ROW Vac).20070312 -~3- , Ordinance 6902 Exhibi4 C &ecurtoncopy EXHIB9T "C» Illustration , Exhibit "C" Illustration Gl Rea! Estate Exchange Agreernent _ Z~~ Ordinance 6102 Ezhibit C 22, 9 2T7[H 3[ . . ~.~i ~ . P1RL77. t - - . . _ - - - . . . '>•yr~`. ~ ~ ~"t' ~ ~S : ~S `mU"W , ; - ~ r s - - , f ~ ~ , ~ ~ , - - - - • . ' . i s~ • qFiAYlK ~ ~~I_ r.•r. . . . , . ~ S ~V~i 11A M~X DLC -^...._;..►,:r:.;'` J . . . . L ~ _y;_..~.-•,. EME MM Of ,Mu70M ~ ~ PORT OF SEATfLE / AUHURN REAL ESTA'CE EXCHANGE AGREEMENT ~ lacxr-oF-w~v m es 225,098 sF uteA ar oveRtAe VACATED 81' C(TYV6 ' . • . . ffitr7.iT-0F-RAT 1'0 BE 226.088 3F wBSL1N03 . . ACQSJQtED BY C1TY . - Ordinance 6102 Exhibit C Execution Copy EXHIBIT "D" Port Eropertv Deed After Recording Return. To: Gity of Aubum Attn: Ciry Clerk . Auburn, WA 981 I)EIDICAT'I0N DEEI9 , ' GR.ANTOR:: PORT OF SEATTLE, a municipal corporation of the State of Washington GRANTEE: CITY OF AUBURN, a municipal corporation of the State of Washington Legal Description: Abbreviated: . THOSE PORTIONS OF TRACT "A" REFERENCED AS , PARCELS 1, 2 AND 3, FOR RIGHT OF WAY PURFOSES AND AS MORE PARTICULARLY DESCRIBED IN ATTACHED EXHIBIT A. Fu1L See Exhi it A Assessor's Tax Parcel: Portions of Tax Parcel No. 9360600258 and No. 9360600260 THE GRANTOR,;PORT:OF SEATTLE, a municipal corporation of the State of Washington, for and in consideration of the sum of Ten and No/100 dollars ($10.00) and other good and valuable consideration, the receipt and suff ciency of which are hereby acknowledged, conveys and dedicates to the CITY OF AUBURN, a municipal corpontion of the State of Washington, for right-of-way and public street purposes, a right-of-way legally described on attac6ed fixhibit A, situated in the County of King, State of Washington; subject to those covenants, limitarions and ~restrictions set forth in attached Exhibit B. Dated , 2007. By Its Exhibit "D" Port Propecty Deed D-1 Real Estate Ezchange Agreement Ordinance 6902 Exhibit C Executlon Copy STATE OF WASHINGTON ) ) ss. COUNTY OF ) . _ I certify that I know or have satisfactory. evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on aath stated that he/she was authorized to execute the instivment and acknowledged it as ttie . of the PORT OF SEATTLE, a municipal corporation of the State of Washington to be the free and voluntary aci of such municipal -corporation . for ttie uses and purposes mentioned in the instrument. Dated: Notary Public Print Nam: 1VIy commission expires (Use this space for notarial stamp/seal) . Exhitiit "D" Port ProperLy.Deed D-3 - Real Estate. Exchange Agreemenf - 2?- - EXHIBIT B LEGAL DESCRIPTION THOSE PORTIONS OF THE FOLLOWING DESCRIBED TRACT "A" . HEREINAFTER REFERENCED AS PARCEL 1, PARCEL 2, AND PARCEL 3, EACH BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TRACT "A" ; A PORTION OF THE GEORGE E. KING DONATION LAND CLAIM NO. 40 ~ LYING IN SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE W.A. COX DONATION , - LAND CLAIM NO. 38 AND THE SOUTHEAST CORNER OF R.H. BEATTY DONATION LAND CLAIM; THENCE SOUTH 89°00'01° EASTALONG THE NORTH LINE OF SAID COX DONATION LAND CLAIM A DISTANCE OF 638.43 - FEET; THENCE SOUTH 01 °48'09" WEST, ALONG A LINE PARALLEL WITH THE EAST LING OF SAID COX DONATION LAND CLAIM A DISTANCE OF 2730.52 FEET TO A POINT ON THE LINE ESTABLISHED BY AGREEMENT - RECORDED UNDER KING COUNTY RECORDING NO. 7912170640; THENCE NORTH 88048'31", WEST ALONG SAID LINE A DISTANCE OF 637.10 FEET TO A CONCRETE MONUMENT MARKED "NO. 1-LS 11191° ON TME WEST LINE OF SAID KING DONATION LAND CLAIM; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET TO A 2 INCH DIAMETER PLUGGED iRON PIPE MARKING THE SOUTHEAST CORNER OF SAID W.A. COX DONATION LAND CLAIM NO. 38; THENCE NORTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE COX DONATION.LAND CLAIM, BEING ALSO THE WEST LINE OF THE KING DONATION LAND CLAIM, A DISTANCE OF 2648.08 FEET TO THE POINT OF BEGINNING. EXCEPT FOR: . PARCEL 1- SOUTH 277T" STREET THE NORTH 80.00 FEET OF THE HEREIN DESCRIBED TRACT "A". CONTAINING 51,075 SQUARE FEET. EXHIBIT B -1 - 2ffi- AND, EXCEPT FOR: PAItCEL 2.- "I" STREET NORTHEAST _ COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN . DESCRIBED TRACT "A"; THENCE SOUTH 01 °48'09" ALONG SAID EAST LINE . OF THE COX DONATION LAND CLAIM AND SAID WEST LINE OF THE KING DONATION LAND CLAIM, A DISTANCE OF 1423.17 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 24°56'01" EAST A DISTANCE OF 22228 FEET;. THENCE SOUTH. 01 °48'09" WEST A DISTANCE OF 1024.00 FEET; THENCE SOUTH 08°5452" WEST A DISTANCE OF 82.50 FEET TO THE SOUTH LINE OF THE HEREIN DESCRIBED TRACT "A"; THENCE NORTH 88048'40" WEST ALONG SAID SOUTH LINE A DISTANCE OF 88.50 FEET TO THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY; THENCE NORTH 00°51'48" EAST A DISTANCE OF 80.23 FEET; THENCE NORTH 01 048'09" EAST A DISTANCE OF 1224.91 FEET TO THE TRUE POINT OF BEGINNING. ' CONTAINING 120,067 SQUARE FEET. AND EXCEPT FOR: PARCEL 3- 49T" STREET NORTHEAST A STRIP OF LAND 75.00 FEET IN WIDTH, HAVING 37,50 FEET OF SUCH WIDTH ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT "A"; THENCE SOUTH 01 °48'09" WEST ALONG SAID EAST LINE OF THE COX DONATION LAND CLAIM AND SAID WEST LINE OF THE KING DONATION LAND CLAIM, A DISTANCE OF 736.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 58°21'09" EAST A DISTANCE OF 371.19 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 600.00 FEET; THENCE ALONG THE ARC OF SAID CURVE, PASSING THROUGH A CENTRAL ANGLE 33°15'12" A DISTANCE OF 348,23 FEET TO A POINT ON THE EAST LINE OF THE HEREIN DESCRIBED TRACT W THE SIDELINES OF THE HEREIN DESCRIBED STRIP OF LAND ARE TO LENGTHEN OR SHORTEN AS NECESSARY TO TERMINATE ON THE EAST AND WEST LINES OF SAID TRACT "A°. CONTAINING 53,956 SQUARE FEET. EXHIBIT B - 2 • - 2 ~j -