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RESOLUTION NO. 2 7 8 5
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, KING
4 COUNTY, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT BETWEEN THE CITY OF AUBURN AND NORTHWEST RACING
5 ASSOCIATES LIMITED PARTNERSHIP, TO ACCEPT REAL ESTATE
CONSISTING OF THE THORMOD SITE, A WETLAND CREATED TO MITIGATE
WETLAND LOSS UPON THE CREATION OF EMERALD DOWNS RACE TRACK,
7 AND PROVIDE THE CONTINUATION OF MONITORING BY NORTHWEST RACING
ASSOCIATES.
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WHEREAS, as part of the development of Emerald Downs Race
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Track by Northwest Racing Associates a filling of wetland
necessitated the development of a new wetland referred to as
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13 the ~Thormod site"; and
]4 WHEREAS, agreements were entered into to provide
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monitoring of the Thormod site by Northwest Racing Associates
among other obligations; and
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18 WHEREAS, the obligations of Northwest Racing Associates
19 are to continue as per agreement after the transfer of that
20 real estate to the City,
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
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WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
24 RESOLVES AS FOLLOWS:
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Resolution No. 2785
Novem2)er 25, 1996
Page 1
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~a~. The Mayor of the City of Auburn, Washington
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is herewith authorized to execute an Agreement between
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NORTHWEST RACING ASSOCIATES LIMITED PARTNERSHIP and the CITY
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5 to accept real estate consisting of the Thormod site, a
wetland created to mitigate wetland loss upon the creation of
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Emerald Downs Race Track, and provide the continuation of
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monitoring by NORTHWEST RACING ASSOCIATES. A copy of said
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Agreement is attached hereto, denominated as Exhibit "A" and
]] Statutory Warranty Deed, denominated as Exhibit "B", and both
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are made a part hereof as though set forth in full herein.
~9_c~. The Mayor is hereby authorized to implement
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such administrative procedures as may be necessary to carry
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out the directives of this legislation.
DATED and SIGNED this 2nd day of December, 1996.
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20 CITY OF AUBURN
24 CHARLES A. BOOTH
MAYOR
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Resolution No. 2785
November 25, 1996
Page 2
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ATTEST:
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Rob±n ~ohihueter
5 C±ty Clerk
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APPROVED AS TO FORM:
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12 Michael J. Reynolds,
City Attorney
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Resolution NO. 2785
November 25, 1996
Page 3
AGREEMENT
This Agreement is made by and between NORTHWEST RACING
ASSOCIATES LIMITED PARTNERSHIP, a Washington limited
partnership (~NWRA") and the City of Auburn, a
Washington municipal corporation, with a mailing
address of 25 W Main Street, Auburn, WA 98001
(~City").
RECITALS
A. NWRA is the sole owner in fee simple o~
certain real property located in King County,
Washington, which is legally described in Exhibit A,
attached hereto and incorporated herein by this
reference ("Property").
B. NWRA created and restored wetland functions
and values on the Property under a Section 404 wetland
fill permit issued by the U. S. Army Corps of
Engineers. NWRA'S wetland mitigation plan was
published in the Final Wetland Mitigation Plan for the
Auburn Thoroughbred Racetrack Project, Auburn,
Washington, September, 1994 ("Wetland Mitigation Plan")
and was included as Appendix B3 of the Final Federal
Environmental Impact Statement for the Auburn
Thoroughbred Horse Racing Facility, January, 1995,
issue by the Corps. The Wetland Mitigation Plan
requires NWRA to perform certain monitoring and
maintenance obligations for a fifteen year period
(~Ongoing Obligations").
C. City desires to maintain the property as a
wetland to protect the health, safety and welfare of
its citizens.
D. City is a municipal government organized
pursuant to RCA 35A and is a qualifying charitable
organization in accordance with the provisions of
l~W~AA~reement
Resolution No. 2785 Exhibit
November 26, 1996
Page 1
Section 501(a) of the Internal Revenue Code of 1986, as
amended.
E. NWRA desires to transfer the Property to the
City as a gift free and clear of all liens and
encumbrances except the NWRA duty of Ongoing
Obligations and the City desires to obtain fee simple
ownership of the Property free and clear of all liens
and encumbrances except the NWRA duty of Ongoing
Obligations, all subject to the terms and provisions
set forth herein.
NOW THEREFORE, for good and valuable consideration
the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1. ~ NWRA hereby agrees to transfer,
assign and convey all its right, title and interest in
the Property free and clear of all liens and
encumbrances except as set forth in Number 2, as a gift
to City and City hereby agrees to accept fee simple
ownership of the Property. The conveyance hereunder
shall be evidenced by a Statutory Warranty Deed in the
form of Exhibit B hereto. The property shall be
recorded in the interest of the City of Auburn.
2. Onqoinq Obliqations N-WRA shall retain full
and absolute responsibility to carry out the Ongoing
Obligations and City shall have no obligation
whatsoever by accepting title to the Property to
undertake any portion of the Ongoing Obligations. NWRA
reserves the right of entry for a period of fifteen
(15) years in order to fulfill its ongoing obligation.
NWR3%Agreement
Resolution No. 2785 Exhibit ~A"
November 26, 1996
Page 2
3. ' ' ' NWRA agrees to indemnify and
hold harmless City and its members, directors,
officers, employees and agents from any liabilities
arising out of the Ongoing Obligations, except as
aforesaid. City agrees to indemnify and hold harmless
NWRA and its partners, officers, employees and agents
from any liabilities associated with the Property.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the ~" day of November, 1996.
NORTHWEST RACING ASSOCIATES LIMITED
PARTNERSHIP
By: RACING, INC., CITY OF AUBURN
its general partner
Charles A. Booth
Mayor
NWRAAgreement
Resolution No. 2785 Exhibit "A"
November 26, 1996
Page 3