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RESOLUTION NO. 3 54 7
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN INTERGOVERNMENAL AGREEMENT BETWEEN THE
CITY OF AUBURN AND KING COUNTY FOR LAND TRANSFER
WHEREAS, the City of Auburn desires to own, operate, and maintain parks,
open space, recreation facilities and programs and other municipal programs, facilities
and property inside its boundaries; and
WHEREAS, King County, under the authority of RCW 36.89.050, and King
County Resolution 34571, and other federal, state and county laws, has acquired and
developed a substantial park, recreation and open space system that depends on the
continued operation of its many individual properties and facilities in order to fully serve
the needs of the residents of King County and the cities within its parks system lies; and
WHEREAS, the County desires to divest itself of ownership, management, and
financial responsibility for parks, open space, recreational facilities and programs inside
and near the City boundaries; and
WHEREAS, Auburndale Two, Lea Hill Park, and the East Auburn Athletic Fields
are located in the City's Potential Annexation Area and upon transfer the City will
exercise its best efforts to annex the remaining land within its Potential Annexation Area
as soon as it is reasonably feasible to do so; and
WHEREAS, to the extent the City provides scholarships, reduced fees or other
means of assuring access to parks and recreational programming for City residents, the
City has a goal of ensuring that such scholarships or other needs-based rates and
programs are available to all persons desiring to use the park and recreational
programs regardless of residency, and
WHEREAS, the County does not have a sufficient, stable source of revenue to
continue to manage and maintain its parks, open space, recreational facilities and
programs at current levels; and
WHEREAS, the County is legally restricted from converting many of these parks,
open space, and recreational facilities from their current uses without expending funds
to replace the converted facilities; and
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Resolution No. 3547
November 6, 2002
Page 1
WHEREAS, given the legal restriction regarding conversion of the properties, the
marketability of the properties is limited and, as a result, the cost of operating the facility
is approximately equal to the value of the property to the County; and
WHEREAS, it is in the best interest of the public that the City and the County
take those actions necessary to meet those desires and to cooperate in any transition to
insure a smooth transition and avoid service disruption; and
WHEREAS, it is in the public interest for the parties to enter into an
Intergovernmental Land Transfer Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING
COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor of the City of Aubùrn and the Auburn City Clerk are
hereby authorized to execute an Intergovernmental Agreement between the City of
Auburn and King County for Land Transfer, which agreement shall be in substantial
conformity with the Agreement a copy of which is attached hereto, marked as Exhibit
"A" and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This resolution shall be in full force and effect upon passage and
signatures hereon. fM ~/)
DATED and SIGNED this ~ay of / (¡ttJ.iu~ 2002.
CITY OF AUBURN
\~~
PETER B. LEWIS
MAYOR
--
'--..,..-)
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Resolution No. 3547
November 6, 2002
Page 2
ATTEST:
[l~~
City Clerk
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Resolution No. 3547
November 6,2002
Page 3
Intergovernmental Land Transfer Agreement Between
King County and the City of AUBURN
Relating to the Ownership, Operation and Maintenance of Parks,
Open Space, Recreation Facilities and Programs
This Agreement is made and entered into this ~ \ '~ay of ,,~"'- _,2003 by and between the
City of Auburn, hereinafter called "City", and King County~fter called "County".
WHEREAS the City desires to own, operate, and maintain parks, open space, recreation facilities
and programs and other municipal programs, facilities and property inside its boundaries; and
WHEREAS the County, under the authority ofRCW 36.89.050, King County Resolution 34571
and other federal, state and county laws, has acquired and developed a substantial park,
recreation and open space system that depends on the continued operation of its many individual
properties and facilities in order to fully serve the needs of the residents of King County and the
cities within it; and
WHEREAS the County desires to divest itself of ownership, management, and financial
responsibility for parks, open space, recreational facilities and programs inside and near the City
boundaries; and
WHEREAS the East Auburn Athletic Fields are located in the City's Potential Annexation Area
and upon the transfers contemplated by this Agreement the City will exercise its best efforts to
annex the remaining land within its Potential Annexation Area as soon as it is reasonably
feasible to do so; and
WHEREAS the East Auburn Athletic Fields consist of two parcels totaling approximately 20
acres of real property. One parcel of approximately 10 acres of sits adjacent to property owned
by Auburn School District No. 408 (the "District"), and is referred to herein as (the "County
Property"). The other parcel sits adjacent to property owned by the City and is more particularly
described on Exhibit B (the "Jacobsen Parcel"); and
WHEREAS the District is the owner of that certain parcel of real property that comprises
approximately 10 acres of real property, and is more particularly described in Exhibit C (the
"District Property"); and
WHEREAS the County wishes to transfer the East Auburn Athletic Fields because it can no
longer afford to manage and maintain the property for park purposes, the District wishes to
obtain the County Property because it is a suitable location for future District facilities, the City
wishes to obtain the Jacobsen Parcel for park purposes, the City wishes to obtain the District
Property for park purposes because it is adj acent to and surrounded on three sides by real
property currently owned by the City, and the County Property and the District property are of
equal monetary and recreational value.
AUBURN PARKS INTERLOC7-17-03FINAL.DOC
1
WHEREAS, to the extent the City provides scholarships, reduced fees or other means of
assuring access to parks and recreational programming for City residents, the City has a goal of
ensuring that such scholarships or other needs-based rates and programs are available to all
persons desiring to use the park and recreational programs regardless of residency, and
WHEREAS the County does not have a sufficient, stable source of revenue to continue to
manage and maintain its parks, open space, recreational facilities and programs at current levels;
and
WHEREAS the County is legally restricted from converting many of these parks, open space,
and recreational facilities from their current uses without expending funds to replace the
converted facilities; and
WHEREAS, given the legal restriction regarding conversion of the properties, the marketability
of the properties is limited and, as a result, the cost of operating the facility is approximately
equal to the value of the property to the County; and
WHEREAS it is in the best interest of the public that the City and the County take those actions
necessary to meet those desires and to cooperate in any transition to insure a smooth transition
and avoid service disruption;
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
City and the County agree as follows:
1. Conveyance of Title
l.l.At Closing King County shall convey to the City by deed all its ownership interest,
and/or, when possible, by assignment, any leasehold interest or shared use responsibility,
in the following listed park/recreation site(s), which are described more fully in Exhibits
A and B (the "Property"):
That portion of the East Auburn Athletic Fields referred to as the Jacobsen Parcel
1.2 All deeds shall also contain the following specific covenants pertaining to use, which
covenants shall run with the land for the benefit of the County and the County land that
makes up its public park, recreation and open space system. The County and the City
agree that the County shall have standing to enforce these covenants, which shall be set
forth as follows:
"The City covenants that the Property shall continue to be used in perpetuity for park or
recreation purposes unless other equivalent lands or facilities within the county or the
city are received in exchange therefore and the replacement lands or facilities are used in
perpetuity for park or recreation purposes."
2
"The City further covenants that it will not limit or restrict access to and use of the
Property by non-city residents in any way that does not also apply to city residents. The
City covenants that if differential fees for non-city residents are imposed, they will be
reasonably related to the cost borne by city taxpayers to maintain, improve or operate the
Property for parks and recreation purposes."
"The City covenants that it shall place the preceding covenants in any deed transferring
the Property or a portion ofthe Property for public park, recreation or open space uses."
1.3 The conveyance of the Property under paragraph 1.1 is contingent on the City accepting
the Partial Assignment from the County of the County's rights, interests, warranties,
duties and obligations with regard to the transfer of the District Property in the
Intergovernmental Exchange Agreement between the County and the District ("Exchange
Agreement"), which Exchange Agreement shall be in substantially the form as that set
forth in Exhibit D. The City shall accept the Partial Assignment by fully executing the
Partial Assignment of Intergovernmental Exchange Agreement ("Partial Assignment") in
substantially the same form as set forth in Exhibit E. The City acknowledges and agrees
that the Assignment requires the City to accept the District Property from the District
under all the terms, covenants and conditions set forth in the Exchange Agreement,
including that said conveyance will be subject to the "Covenant Agreement," in
substantially the same form as set forth in Exhibit F, limiting use of the District Property
to park purposes as required by the Exchange Agreement. The City agrees to fully
execute the Assignment on or before the date specified in Section 2.2.3 of the Exchange
Agreement. Should the City fail to do so, the County may, at its option, terminate this
Agreement.
2. Existing Restrictions, Agreements, Contracts or Permits
2.1 The City shall abide by and enforce all terms, conditions, reservations, restrictions and
covenants of title at the time of conveyance, in the deeds of conveyance of the Property,
and/or in the Covenant Agreement for the District Property.
3. Protection of Art
3.1 Any King County artwork currently located at any of the sites referenced in Section 1.1
above shall remain on site, and shall remain the sole property of King County. This
Intergovernmental Agreement shall not be construed as conveying ownership of such
artwork to the City. The City and the County hereby agree at a later date to negotiate a
separate long-term agreement for any such artwork, which fully protects and preserves
the artwork, respects the legal rights of the artistes) and assures continuity of care for
and continued public access to these assets. Prior to the execution of such future
agreement, the City shall consult with the County prior to undertaking any activity
which may impact access to and/or affect any such artwork.
4. Condition of Premises and Responsibility for Operations, Maintenance, Repairs,
Improvements, and Recreation Services
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4.1 The City has inspected and knows the condition of the Property and agrees to accept the
Property in AS IS condition, and to assume full and complete responsibility for all
operations, maintenance, repairs, improvements of, and provision of recreational
services at, the ~roperty.
4.2 King County does not make and specifically disclaims any warranties, express or
implied, including any warranty of merchantability or fitness for a particular purpose,
with respect to the Property, and no official, employee, representative or agent of King
County is authorized otherwise.
4.3 The City acknowledges and agrees that except as indicated in paragraph 5.2, the County
shall have no liability for, and that the City shall release and have no recourse against
the County for, any defect or deficiency of any kind whatsoever in the Property without
regard to whether such defect or deficiency was known or discoverable by the City or
the County.
5. Environmental Liability
5.1 "Hazardous Materials" as used herein shall mean any hazardous, dangerous or toxic
wastes, materials, or substances as defined in state or federal statutes or regulations as
currently adopted or hereafter amended.
5.2 Nothing in this agreement shall be deemed to waive any statutory claim for contribution
that the City might have against the County under federal or state environmental statutes
that arises from hazardous materials deposited or released on the Property by the County
during the County's period of ownership. The City may not, however, assert such a
claim to the extent that the City creates the need for or exacerbates the cost of
remediation upon which a statutory claim for contribution is based as a result of the City
performing construction activities on the Property, changing the configuration ofthe
Property, or changing the use ofthe Property.
5.3 If the City discovers the presence of hazardous materials at levels that could give rise to
a statutory claim for contribution against the County it shall immediately notify the
County in writing. Such notice shall in no event be provided more than 10 days after
discovery. After notice is provided the parties shall make their best efforts to reach
agreement as to which party is responsible for remediation under the terms of this
Agreement. If the City fails to provide timely notice as provided for herein it shall be
prohibited from bringing a statutory claim for contribution against the County.
5.4 In no event shall the County be responsible for any costs of remediation that exceed the
minimum necessary to satisfy the state or federal agency with jurisdiction over the
remediation.
6. Indemnification and Hold Harmless
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6.1 King County shall indemnify and hold harmless the City and its elected officials,
officers, agents or employees, or any of them, from and against any and all claims,
actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i)
which are caused by or result from a negligent action or omission of King County, its
officers, agents and employees in performing its obligations pursuant to this Agreement,
and/or (ii) arising from those occurrences related to the Property that occurred prior to
the effective date of conveyance ofthe Property to the City, except to the extent that
indemnifying or holding the City harmless would be limited by Section 5 of this
Agreement. In the event that any suit based upon such a claim, action, loss or damage is
brought against the City or the City and King County, King County shall defend the
same at its sole cost and expense and, if final judgment be rendered against the City and
its elected officials, officers, agents and employees or jointly against the City and King
County and their respective elected officials, officers, agents and employees, King
County shall satisfy the same.
6.2 In executing this Agreement, the County does not assume liability or responsibility for
or in any way release the City from any liability or responsibility which arises in whole
or in part from the existence or effect of City ordinances, rules or regulations. If any
cause, claim, suit, action or administrative proceeding is commenced in which the
enforceability and/or validity of any such City ordinance, rule or regulation is at issue,
the City shall defend the same at its sole expense and if judgment is entered or damages
are awarded against the City, the County or both, the City shall satisfy the same,
including all chargeable costs and attorney's fees.
6.3 The City shall indemnify and hold harmless King County and its elected officials,
officers, agents and employees, or any of them, from and against any and all claims,
actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i)
which are caused by or result from a negligent act or omission of the City, its officers,
agents and employees in performing obligations pursuant to this Agreement, and/or (ii)
arising from those occurrences related to the Property that occurred on or after the
effective date of conveyance of the Property to the City, except to the extent that
indemnifying or holding the County harmless would be limited by Section 5 of this
Agreement. In the event that any suit based upon such a claim, action, loss or damage is
brought against King County or King County and the City, the City shall defend the
same at its sole cost and expense and, if final judgment be rendered against King County
and its officers, agents and employees or jointly against King County and the City and
their respective officers, agents and employees, the City shall satisfy the same.
6.4 Each Party to this Agreement shall immediately notify the other of any and all claims,
actions, losses or damages that arise or are brought against that Party relating to or
pertaining to the Property.
6.5 Each party agrees that its obligations under this paragraph extend to any claim, demand,
and/or cause of action brought by or on behalf of any employees, or agents. For this
purpose, each party, by mutual negotiation, hereby waives, with respect to the other
party only, any immunity that would otherwise be available against such claims under
5
the Industrial Insurance provisions of Title 51 RCW, but only to the extent necessary to
indemnify the other party.
7. Audits and Inspections
7.1 Until December 31, 2009, any of either party's records related to any matters covered by
this Intergovernmental Agreement not otherwise privileged shall be subject to
inspection, review, and/or audit by either party at the requesting party's sole expense.
Such records shall be made available for inspection during regular business hours within
a reasonable time of the request.
8. Waiver and Amendments
8.1 Waiver of any breach of any term or condition of this Agreement shall not be deemed a
waiver of any prior or subsequent breach. No term or condition shall be waived,
modified or deleted except by an instrument, in writing, signed by the parties hereto.
9. Entire Agreement and Modifications
9.1 This Intergovernmental Agreement and its Exhibits sets forth the entire agreement
between the parties with respect to the subject matter hereof. It may be supplemented
by addenda or amendments, which have been agreed upon by both parties in writing.
Copies of such addenda and amendments shall be attached hereto and by this reference
made part of this contract as though fully set forth herein.
10. Duration and Authority
10.1 This agreement shall be effective upon signature and authorization by both parties. The
terms, covenants, representations and warranties contained herein shall not merge in the
deed of conveyance, but shall survive the conveyance and shall continue in force unless
both parties mutually consent in writing to termination.
11. Closing
11.1 Time and Procedures for Closing: The date of Closing shall be thirty days from the
date this Agreement is fully executed.
On or before Closing the County and the City shall deposit in escrow with the Closing
Agent all instruments, documents and moneys necessary to complete the transfer in
accordance with this Agreement. As used in this Agreement, "closing" and "date of
closing" mean the date on which all appropriate documents are recorded. The Closing
Agent shall be:
TransNation Title Insurance Company
14450 N.E. 29th Place, Suite 200
Bellevue, W A 98007
6
Attn: Randy L. Rieman
Fax No.: (425) 646-0545
Phone No.: (425) 646-0545
11.2 Costs: County will pay real estate excise taxes (if any are due). The City will pay the
premium for its owners title insurance policy (if any). The City and the County will
split the cost of recording and the Closing Agent's escrow fees.
12. Notice
12.1 Any notice provided for herein shall be sent to the respective parties at:
King County:
Bob Burns
Acting Manager, Parks and Recreation
Division
Rm 700, King Street Center
201 South Jackson Street
Seattle, WA 98104
City:
City of Auburn
25 West Main Street
Auburn, WA 98901
25 West Main Street
IN WITNESS WHEREOF, the parties have executed this Agreement.
City of Auburn
Mayor
Date
Date
LS to Form:
~ f2-.Js
King County
Deputy Prosecuting Attorney
Approved as to Form:
City Attorney
¡(3cro>
Date
Date
STATE OF WASHINGTON)
) SS
COUNTY OF KING )
On this :ì3 G~- day of du. t ,2003, before me, the undersigned,
a Notary Public in and for the State of ashington, duly commissioned and sworn personally
7
appeared, to me known to be the individual described in and who executed the forgoing
instrument, and acknowledged to me that -? he signed and sealed the said
instrument as hi> ( free and voluntary act and deed for the uses and purposed therein
mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above ,
written. \\\\\\111"'"", /Y) - <-¡--..." R.jCt/r?CA/J£J./
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My appointment expires q J 1{ /07
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STATE OF WASHINGTON)
) SS
COUNTY OF KING )
On this day of , 2003, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn personally
appeared, to me known to be the individual described in and who executed the forgoing
instrument, and acknowledged to me that signed and sealed the said
instrument as free and voluntary act and deed for the uses and purposed therein
mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Notary Public in and for the
State of Washington, residing
at
City and State
My appointment expires
8
Attn: Randy L. Rieman
Fax No.: (425) 646-0545
Phone No.: (425) 646-0545
11.2 Costs: County will pay real estate excise taxes (if any are due). The City will pay the
premium for its owners title insurance policy (if any). The City and the County will
split the cost of recording and the Closing Agent's escrow fees.
12. Notice
12.1 Any notice provided for herein shall be sent to the respective parties at:
King County:
Bob Bums
Acting Manager, Parks and Recreation
Division
Rm 700, King Street Center
201 South Jackson Street
Seattle, W A 98104
City:
City of Auburn
25 West Main Street
Auburn, WA 98901
25 West Main Street
IN WITNESS WHEREOF, the parties have executed this Agreement.
King County Executive
~~~
Mayor
Î-~3()~
Date
King County
Date
Approved as to Form:
King County
Deputy Prosecuting Attorney
Date
7 ~ Å?J --0 3
Date
STATE OF WASHINGTON)
) SS
COUNTY OF KING )
On this 7..3.hL day of :~tJ-.....~.(. ~ 2?03, before me, the undersigned, a
Notary PublIc III and for the State ~shIllgton, duly commIssIoned and sworn personally
7
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appearedt'to me known to be the individual desccr..ed in and who executed the forgoing
instrument, a:~~wledged to me that \... I s- signed and sealed the said
instrument as i' free and voluntary act aÏÏd deed for the uses and purposed therein
mentioned.
~TNESS my hand and official seal hereto affixed the~day a ,YAar"i;[, th',\,~ert"if!-cat~t1.) 0 v~
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STATE OF WASHINGTON)
) SS
COUNTY OF KING )
On this day of , 2003, before me, the undersigned,
a Notary Public in and for the State of Washington, duly commissioned and sworn personally
appeared, to me known to be the individual described in and who executed the forgoing
instrument, and acknowledged to me that signed and sealed the said
instrument as free and voluntary act and deed for the uses and purposed therein
mentioned.
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written.
Notary Public in and for the
State of Washington, residing
at
City and State
My appointment expires
8
Name of park
Jacobsen Parcel
EXHIBIT A
King County Parks Transferring to the City of Auburn
Amenities/facilities
Undeveloped Park
9
EXHIBIT B
Legal Description for Jacobsen Parcel
PARCEL A:
Lots 1 and 4, as delineated on King County Short Plat No. R477006, recorded under King County
Recording No. 7805090949, being a portion of the South 1/2 of the SE 1/4 of the NE 1/4 of Section
4, Township 21 North, Range 5 East, W.M., in King County, Washington.
SUBJECT TO:
1) Easement and the tenns and conditions thereof:
GRANTEE: United States of America
PURPOSE: Maintain, repair, rebuild, operate and patrol one or more
electric transmission lines, and one or more telephone
and/or telegraph lines including the right to erect such
poles and other transmission line structures, wires, cables,
and the appurtenances thereto
AREA AFFECTED: A 100 ft. strip lying along the southerly portion of Parcel A
RECORDED: December 17,1940
RECORDING NO: 3137083
2) Right to enter the land to make repairs and the right to cut brush and trees which
constitute a menace or danger to the electric transmission line adjoining the land,
as granted in instrument recorded under Recording No. 3137083.
3) Easement and the tenns and conditions thereof:
GRANTEE: United States of America
PURPOSE: Covington Tacoma transmission lines
AREA AFFECTED: A 100 ft. strip lying along the southerly portion of Parcel A
RECORDED: August 29,1942
RECORDING NO: 3261548
4) Right to enter the land to make repairs and the right to cut brush and trees which
constitute a menace or danger to the electric transmission line adjoining the land,
as granted in instrument recorded under Recording No. 3261548.
5) Right to make necessary slopes for cuts or fills upon the land herein described as
granted to King County by deed recorded under Recording No. 7804130590.
AFFECTS: Lot 1
6) Easement and the tenns and conditions thereof:
PURPOSE: To install, maintain and repair drainage facility
AREA AFFECTED: Parcel A and other property
RECORDED: April 14, 1978
RECORDING NO: 7804140877
7) Easement and the tenns and conditions thereof:
PURPOSE: Pennanent easement for ingress, egress and utilities over
Tract X
10
AREA AFFECTED:
RECORDED:
RECORDING NO:
The North 30 feet of Parcel A
May 19, 1978
7805190191
8) All covenants, conditions, restrictions, reservations, easements or other servitudes, if any,
disclosed by Short Plat No. R477006, recorded under King County Recording No. 7805090949;
9) Road and interceptor drain system construction and maintenance agreement imposed by
instrument recorded on June 7, 1978, under Recording No. 7806070243;
10) Easement for underground electric transmission system and the terms and conditions thereof:
GRANTEE: Puget Sound Power & Light Company, a Washington
corporation
PURPOSE: An underground electric transmission and/or distribution
system
AREA AFFECTED: The North 37 feet of Lot 1
RECORDED: January 16, 1979
RECORDING NO: 7901160711
PARCEL B:
AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES AS FOLLOWS:
THE SOUTH 1/2 OF A CUL-DE-SAC WITH A RADIUS OF 25 FEET, THE CENTER OF WHICH IS
THE NE CORNER OF THE ABOVE DESCRIBED LOT 4, AND THE NORTH 30 FEET OF THE
EAST 3/4 OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4; AND THAT PORTION OF A
CURVE HAVING A 25 FOOT RADIUS BEING TANGENT TO THE WEST LINE OF THE WEST 30
FEET OF 132ND AVE. SE AND TANGENT TO THE SOUTH LINE OF THE NORTH 30 FEET OF
THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4 OF SAID SECTION 4; EXCEPT THE EAST 30
FEET THEREOF CONVEYED TO KING COUNTY FOR ROAD PURPOSES UNDER KING
COUNTY RECORDING NO. 7804130590.
PARCEL C:
THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 4, TOWNSHIP 21 NORTH, RANGE 5 EAST OF THE WILLAMETTE
MERIDIAN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID NORTH HALF OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21 NORTH, RANGE 5
EAST OF THE WILLAMETTE MERIDIAN; THENCE ALONG THE WEST LINE OF SAID
SUBDIVISION SOUTH 01 °34'25"WEST 337.76 FEET TO A LINE PARALLEL WITH AND 337.73
FEET SOUTHERLY OF THE NORTH LINE OF SAID SUBDIVISION, AND THE TRUE POINT OF
BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 87°36'42"EAST ALONG SAID
PARALLEL LINE 1292.14 FEET TO THE WEST MARGIN OF 132ND AVENUE EAST (LOCATED
30 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 4); THENCE SOUTH
01 °29' 46"WEST ALONG SAID WEST MARGIN 170.94 FEET TO THE NORTHEAST CORNER OF
THE LANDS DESCRIBED IN DEED TO DONALD 1. FRANKLIN AND KATHLEEN D.
FRANKLIN, HUSBAND AND WIFE, RECORDED UNDER RECORDING NUMBER 7907170145,
RECORDS OF SAID COUNTY; THENCE ALONG THE NORTH LINE OF SAID LANDS NORTH
87°41 '44"WEST 120.01 FEET TO THE NORTHWEST CORNER OF SAID LANDS; THENCE
ALONG THE WEST LINE OF SAID LANDS SOUTH 01 °29'46"WEST 150.01 FEET TO THE
11
SOUTH LINE OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 4; THENCE NORTH 87°41 '44"WEST ALONG SAID SOUTH LINE
1172.53 FEET TO SAID WEST LINE OF SAID SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 4; THENCE ALONG SAID WEST LINE NORTH 01 °34'25"EAST
322.85 FEET TO THE TRUE POINT OF BEGINNING.
(CONTAINING 9.1359 ACRES, MORE OR LESS)
SITUATE IN KING COUNTY, WASHINGTON.
THE BASIS OF BEARINGS AND SECTION BREAKDOWN USED FOR THIS DESCRIPTION IS
RECORD OF SURVEY FILED IN BOOK 142 OF SURVEYS AT PAGE 12 UNDER RECORDING
NUMBER 20001212900014, RECORDS OF KING COUNTY, WASHINGTON.
12
EXHIBIT C
Legal Description for District Property
PARCEL A:
THE NORTH 264 FEET OF THE WEST Yz OF LOT 2 OF SHORT PLAT NO. 477006 AS
RECORDED UNDER RECORDING NO. 7805090949, RECORDS OF KING COUNTY
WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS TRACT
X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL B:
LOT 2 OF SHORT PLAT NO.4 77006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST Yz THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS TRACT
X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL C:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS TRACT
X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
13
EXHIBIT D
Form of Intergovernmental Exchange Agreement
14
fflTERGOVERNMENTALEXCHANGEAGREEMENT
THIS INTERGOVERNMENTAL EXCHANGE AGREEMENT (this "Agreement")
is made and entered into this of , 2003 (the "Effective Date"), by and
between AUBURN SCHOOL DISTRICT NO. 408, a municipal corporation of the State of
Washington (the "District"), and KING COUNTY, a political subdivision of the State of
Washington (the "County").
RECITALS
A. The County is the owner of that certain parcel of real property located in King
County, Washington, which comprises approximately 10 acres of real property, and is more
particularly described on Exhibit A (as more particularly defined below, the "County
Property"). The County Property is part of a larger parcel of property (the" Jacobsen Parcel")
which the County has separated into two legal lots, one of which is the County Property.
B. The District is the owner of that certain parcel of real property located in King
County, Washington, which comprises approximately 10 acres of real property, and is more
particularly described on Exhibit B (as more particularly defined below, the "District
Property").
C. The County, under the authority ofRCW 36.89.050, King County
Resolution 34571 and other federal, state and county laws, has acquired and developed a
substantial park, recreation and open space system that depends on the continued operation of
its many individual properties and facilities in order to fully serve the needs of the residents of
King County and the cities within it.
D. The County desires to divest itself of ownership, management, and financial
responsibility for parks, open space, recreational facilities and programs inside and near the
City boundaries.
E. The Jacobsen Parcel is an undeveloped park that is located in the potential
annexation area of the City of Auburn (the "City") that is also known as the East Auburn
Athletic Fields.
F. The County does not have a sufficient, stable source of revenue to continue to
manage and maintain its parks, open space, recreational facilities and programs at current
levels.
G. The County is legally restricted from converting many of these parks, open
space, and recreational facilities ITom their current uses without expending funds to replace
the converted facilities.
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H. Given the legal restriction regarding conversion of the properties, the
marketability of the properties is limited and, as a result, the cost of operating the Jacobsen
Parcel is approximately equal to the value of the property to the County.
I. It is in the best interest of the public that the County take those actions
necessary to ensure that the parks, open space, recreational facilities and programs that it can
no longer afford to manage and maintain remain open and available to the public.
J. The County desires to transfer ownership of the Jacobsen Parcel for continued
use as a park. The City has informed the County that it wishes to own the portion the
Jacobsen Parcel that is not the County Property for use as a park, and that it wishes to own
the District Property for use as a park.
K. The County has informed the District that the County does not wish to own
the District Property, but instead desires to cause the District to transfer the District Property
to the City for use as a park.
L. The County Property and the District Property are of equal monetary and
recreational value, and the parties have agreed to make the exchange of properties in
consideration of the terms and conditions of this Agreement and no further consideration.
M. The District has determined that the County Property is a more suitable
location for future District facilities. By exchanging for the County Property, the District has
determined that the District Property has no foreseeable use, rendering it surplus property.
The District Property and the County Property are sometimes collectively referred to herein as
the "Properties."
N. The District and the County wish to exchange their Properties pursuant to the
requirements of, and under the authority of, RCW 39.33.010 et seq. (Intergovernmental
Disposition of Property), and K.C.C. 4.56.140 (Intergovernmental Sales and Leases of Real
Property) and the terms and conditions of this Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the parties agree as follows:
AGREEMENT
1. BASIC DEFINITIONS
As used herein, certain capitalized terms shall have the meanings set forth in this
Section 1 for each such term.
1.1 Closing Date
The term "Closing Date" shall mean the date upon which the escrow described in
Section 5.1 closes, which date shall be no later than the date specified in Section 5.5 hereof.
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1.2 County Property
The term "County Property" shall mean that certain real property located in King
County, Washington, more particularly described in Exhibit A attached hereto, together with
any and all improvements located thereon, and all right, title and interest of the County in any
alleys, strips or gores ofland adjoining that real property, and all right, title and interest of the
County in any easements and rights of way in, to, on or under that real property, or
appurtenant thereto.
1.3 District Leases
The term "District Leases" shall mean (i) that certain Residence Lease, dated July 9,
2001, between the District and Sheila McCord, and (ii) that certain Residence Lease, dated
July 24,2001, among the District, Christopher McNabb and Patricia McNabb. Sheila
McCord, Christopher McNabb and Patricia McNabb are collectively referred to herein as the
"Lessees. "
1.4 District Property
The term "District Property" shall mean that certain real property located in King
County, Washington, more particularly described in Exhibit B attached hereto, together with
any and all improvements located thereon, and all right, title and interest of the District in any
alleys, strips or gores of land adjoining that real property, and all right, title and interest of the
District in any easements and rights of way in, to, on or under that real property, or
appurtenant thereto.
1.5 Title Company
The term "Title Company" shall mean TransNation Title Insurance Company, whose
address for this transaction is as follows:
14450 NE 29th Place, Suite 200
Bellevue, W A 98007
Attn: Randy L. Rieman
Fax No.: (425) 646-0545
Phone No.: (800) 441-7701
2. EXCHANGE OF THE PROPERTIES
2.1 Exchange of the County Property
The County agrees to convey the County Property to the District, and the District
agrees to accept the County Property from the County, upon all of the terms, covenants and
conditions set forth in this Agreement.
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2.2 Exchange of the District Property
2.2.1 Exchange of the District Property
The District agrees to convey the District Property to the County, or to the City if a
Partial Assignment is completed as provided in Section 2.2.3, and the County, or its assignee,
agrees to accept the District Property trom the District, upon all of the terms, covenants and
conditions set forth in this Agreement.
2.2.2 Assignment of the District Leases
The District agrees to assign all right, title and interest in and to the District Leases to
the County, or to the City if a Partial Assignment is completed as provided in Section 2.2.3,
and the County, or its assignee, agrees to accept and assume the District Leases from the
District, pursuant to an Assignment and Assumption of District Leases Agreement
substantially in the form attached hereto as Exhibit C (the "Assignment of Leases"). The
District shall deposit into escrow written notices to the Lessees regarding the assignment of
the District Leases ("Notice to Lessees"). The Notice to Lessees shall inform the Lessees of
the new owner of the District Property, and instruct the Lessees to send any rental payments
after the Closing Date to the new owner of the District Property.
2.2.3 The County's Assignee; the Partial Assignment; the Covenant
The District agrees to convey the District Property and assign the District Leases to
the County's assignee, the City, upon receipt of a Partial Assignment of Intergovernmental
Exchange Agreement (the "Partial Assignment") substantially in the form attached hereto as
Exhibit D trom the County and the City at least one (1) business day prior to the Closing
Date. Upon receipt of the Partial Assignment, duly executed and acknowledged by the City
and the County, the District shall also duly execute and acknowledge this Assignment. The
Partial Assignment shall assign to the City all of the County's rights, interests, warranties,
duties and obligations with regard to the transfer of the District Property. It shall not,
however, assign or delegate any of the County's rights, interests, warranties, duties or
obligations with regard to the transfer of the County Property, and the County shall remain
fully liable to the District for the performance of all of the County's obligations hereunder
with respect to the conveyance of the County Property to the District. In the event that the
Partial Assignment is fully executed, the parties agree to record a covenant against the District
Property, substantially in the form attached hereto as Exhibit E (the "Covenant"), whereby the
District Property shall be restricted trom any use other than as a public park, subject to the
pre-existing rights of the Lessees. The County and the District agree to cooperate in good
faith in obtaining the City's consent to the Partial Assignment, the District Deed (hereinafter
defined), the Assignment of Leases and the Covenant. In the event that the City does not fully
execute the Partial Assignment and give its consent to the aforementioned instruments at least
one business day prior to the Closing Date, then this Agreement shall terminate automatically
without further action required of either party.
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2.3 Review of the County Property; Disclaimer
Except as otherwise expressly provided in Section 3 below, the County does not make
any representations or warranties, express or implied, regarding the County Property or its
value or matters affecting the County Property, including, without limitation, the physical
condition of the County Property, pest control matters, wetlands, soil and groundwater
condition, compliance with the Americans With Disabilities Act of 1990, or other building,
health, safety, land use and zoning laws, regulations and orders, structural and other
engineering characteristics, traffic patterns, access or availability of utilities. The District
acknowledges (i) that the District has entered into this Agreement with the intention of relying
upon its own investigation of the physical, environmental, economic, title and legal condition
of the County Property, and (ii) that the District is not relying upon any representations and
warranties, other than those specifically set forth in Section 3 below, made by the County or
anyone acting or claiming to act on the County's behalf concerning the County Property or its
value. The District agrees that, except as otherwise expressly provided in Section 3 below,
the County Property is to be conveyed to and accepted by the District in its "AS IS" condition
with all faults on the Closing Date and assumes the risk that adverse physical, environmental
(including the existence or nonexistence of hazardous materials) or economic conditions may
not have been revealed by its investigation. Effective upon closing, and except with respect to
any claims arising out of(1) any breach by the County of (a) any covenants of the County
contained in this Agreement or in any instruments delivered to the District at closing pursuant
to this Agreement, or (b) any of the representations or warranties of the County set forth in
Section 3 below or in any instruments delivered to the District at closing pursuant to this
Agreement, or (2) the County's fraud or deliberate misrepresentation, the District, for itself
and its agents and its successors and assigns, hereby releases and forever discharges the
County from any and all rights, claims and demands at law or in equity, whether known or
unknown at the time of this Agreement, which the District has or may have in the future,
arising out of the physical or economic condition of the County Property as of the Closing
Date. The District hereby specifically acknowledges that the District has carefully reviewed
this subsection and discussed its import with legal counsel and that the provisions of this
subsection are a material part of this Agreement.
2.4 Review of the District Property; Disclaimer
Except as otherwise expressly provided in Section 3 below, the District does not make
any representations or warranties, express or implied, regarding the District Property or its
value or matters affecting the District Property, including, without limitation, the physical
condition of the District Property, pest control matters, wetlands, soil and groundwater
condition, compliance with the Americans With Disabilities Act of 1990, or other building,
health, safety, land use and zoning laws, regulations and orders, structural and other
engineering characteristics, traffic patterns, access or availability of utilities. The County
acknowledges (i) that the County has entered into this Agreement with the intention of relying
upon its own investigation of the physical, environmental, economic, title and legal condition
of the District Property, and (ii) that the County is not relying upon any representations and
warranties, other than those specifically set forth in Section 3 below, made by the District or
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anyone acting or claiming to act on the District's behalf concerning the District Property or its
value. The County agrees that, except as otherwise expressly provided in Section 3 below,
the District Property is to be conveyed to and accepted by the County in its "AS IS" condition
with all faults on the Closing Date and assumes the risk that adverse physical, environmental
(including the existence or nonexistence of hazardous materials) or economic conditions may
not have been revealed by its investigation. Effective upon closing, and except with respect to
any claims arising out of (1) any breach by the District of ( a) any covenants of the District
contained in this Agreement or in any instruments delivered to the County at closing pursuant
to this Agreement, or (b) any of the representations or warranties set forth in Section 3 below
or in any instruments delivered to the County at closing pursuant to this Agreement, or (2) the
District's fraud or deliberate misrepresentation, the County, for itself and its agents and its
successors and assigns, hereby releases and forever discharges the District and its agents,
directors and employees from any and all rights, claims and demands at law or in equity,
whether known or unknown at the time of this Agreement, which the County has or may have
in the future, arising out of the physical or economic condition of the District Property as of
the Closing Date. The County hereby specifically acknowledges that the County has carefully
reviewed this subsection and discussed its import with legal counsel and that the provisions of
this subsection are a material part of this Agreement.
2.5 Exchange Price
The parties agree that the County Property and the District Property are of equal
monetary and recreational value, and further agree to convey their respective Properties to
each other in consideration of the mutual promises and covenants contained in this
Agreement, and the receipt by each party of the other party's property, and for no additional
consideration.
3. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other party as follows:
(i) Such party has all requisite power and authority to own its Property;
has requisite power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and the transactions contemplated hereby; and the
documents and instruments contemplated hereby will be duly authorized by all
necessary action on such party's part.
(ii) This Agreement has been, and the documents and instruments
contemplated hereby will be, duly executed and delivered by such party, and constitute
such party's legal, valid and binding obligation(s) enforceable according to its terms.
The foregoing representations and warranties shall remain true at all times ITom the
Effective Date of this Agreement through the Closing Date, and each party's rights to enforce
such representations and warranties shall survive the closing and shall not be merged into any
documents delivered at closing. Each party shall indemnify and defend the other party against
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all claims, suits, actions, proceedings, judgments, liabilities, obligations, liens, losses, damages,
penalties, fines, costs, and expenses, including reasonable attorney fees, court costs, and
settlement costs, arising out of, or having to do with, the breach by the other party of any of
the foregoing representations and warranties, regardless of whether such breach is discovered
before or after the closing.
4. CONDITIONS PRECEDENT
4.1 Conditions to the County's Obligations
Notwithstanding anything in this Agreement to the contrary, the County's obligations
under this Agreement shall be subject to and contingent upon the satisfaction, or waiver by the
County, of the following conditions precedent under this Section 4.1:
(i) On or before the Closing Date, the District shall have delivered into
escrow the documents specified in Section 5.1.2; and
(ii) On or before the Closing Date, all other conditions to closing for the
benefit of the County expressly set forth in this Agreement with regard to the
exchange of the Properties shall have been fulfilled or waived.
4.2 Conditions to the District's Obligations
Notwithstanding anything in this Agreement to the contrary, the District's obligations
under this Agreement shall be subject to and contingent upon the satisfaction, or waiver by the
District, of the following conditions precedent under this Section 4.2:
(i) On or before the Closing Date, the County shall have delivered into
escrow the documents specified in Section 5. 1.1; and
(ii) On or before the Closing Date, all other conditions to closing for the
benefit of the District expressly set forth in this Agreement with regard to the
exchange of the Properties shall have been fulfilled or waived.
4.3 Failure or Waiver of Conditions Precedent
In the event any of the conditions set forth in Section 4 are not fulfilled or waived by
the party intended to be benefited thereby, this Agreement shall terminate and the parties shall
have no further obligations except as otherwise expressly provided in this Agreement. Either
party may, at its election, at any time or times on or before the date (and, if indicated, the
time) specified for the satisfaction of the condition, waive in writing the benefit of any of the
conditions set forth in this Section 4.
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5. ESCROW AND CLOSING
5.1 Escrow Arrangements
The parties acknowledge and agree that an escrow for the exchange of the Properties
contemplated by this Agreement shall be opened with the Title Company. On or before the
Closing Date, the County and the District shall each deliver escrow instructions to the Title
Company consistent with this Section 5 and the parties shall deposit in escrow the funds and
documents described below.
5.1.1 The County Deliveries
The County shall deposit or cause to be deposited:
(i) a duly executed and acknowledged quitclaim deed in the form attached
to this Agreement as Exhibit F (the "County Deed") for the County Property;
(ii) a counterpart original of the Assignment of Leases, duly executed and
acknowledged by the County, or if the County so elects, by the City;
(iii) the Partial Assignment, duly executed and acknowledged by the County
and the City, if necessary;
(iv) in the event that the Partial Assignment for the transfer the District
Property to the City is fully executed, a duly executed and acknowledged copy of the
Covenant;
(v) sufficient cash to pay the County's share of escrow costs, prorations
and closing expenses as set forth in Sections 5.3 and 5.4 below;
(vi) a duly executed real estate excise tax affidavit with respect to each
Property; and
(vii) such other documents and instruments as may be necessary to transfer,
convey, and assign to the District all other rights and interests to effectuate the terms
of this Agreement.
5.1.2 The District Deliveries
The District shall deposit:
(i) a duly executed and acknowledged quitclaim deed in the form attached
to this Agreement as Exhibit G (the "District Deed") for the District Property,
together with the consent of the City to the conveyance, if necessary;
(ii) a counterpart original of the Assignment of Leases, duly executed and
acknowledged by the District;
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(iii) a counterpart original of the Partial Assignment, duly executed and
acknowledged by the District, if necessary;
(iv) originals of the Notices to Lessees;
(v) sufficient cash to pay the District's share of escrow costs, prorations
and closing expenses as set forth in Sections 5.3 and 5.4 below;
(vi) a duly executed real estate excise tax affidavit with respect to each
Property; and
(vii) such other documents and instruments as may be necessary to transfer,
convey, and assign to the County (or its assignee, the City) all other rights and
interests to effectuate the terms of this Agreement.
5.2 Title Company's Duties and Closing
The County and the District shall instruct the Title Company to close escrow on the
Closing Date by:
(i) (a) Recording the following documents in the following order: the
County Deed, the District Deed, and, if applicable, the Covenant, and (b) delivering
the real estate excise tax affidavits to the appropriate governmental office;
(ii) Mailing the Notices to Lessees;
(iii) Paying all closing costs and making all prorations in accordance with
Sections 5.3 and 5.4 of this Agreement, and preparing a closing statement of
adjustments and prorations to be approved by the County and the District (the
"Closing Statement");
(iv) Delivering to the County, or its assignee, a pro forma of an owner's
policy of title insurance (a "Title Policy") (together with the Title Company's
irrevocable commitment to deliver the original of the Title Policy to the County as
soon as possible after the closing) if a Title Policy is requested by the County, the Title
Company's certified Closing Statement, a conformed copy of the District Deed, a
conformed copy of the Covenant (if necessary), an original of each of the Assignment
of Leases and the Partial Assignment, and copies of all other documents deposited into
escrow; and
(v) Delivering to the District a pro forma of a standard coverage A.L.T.A.
Form B-1970 owner's policy of title insurance, dated as of the Closing Date, insuring
the District as the owner of the County Property in an amount to be determined by the
District, and subject only to those exceptions shown on the Title Company's
preliminary commitment for title insurance order no. 200-10077834, dated
October 30,2002, as amended by that certain Supplemental No.1 Title Commitment,
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dated November 21,2002, that certain Supplemental No.2 Title Commitment, dated
November 27,2002, and that certain Supplemental No.3 Title Commitment, dated
February 14,2003 (collectively, the "District's Title Policy"), together with such
special endorsements as the District may reasonably require, including without
limitation, a "legal lot" or subdivision endorsement (together with the Title Company's
irrevocable commitment to deliver the original of the District's Title Policy to the
District as soon as possible after the closing), the Title Company's certified Closing
Statement, a conformed copy of the County Deed, an original of each of the
Assignment of Leases and the Partial Assignment, and copies of all other documents
deposited into escrow.
5.3 Closing Costs
The parties anticipate this transaction to be exempt from real estate excise taxes. The
District and the County will pay an equal share of the escrow fee. The County may assign a
portion of this obligation to the City in the Partial Assignment, provided, however, that such
assignment shall not delay the closing and the County shall remain fully liable for such
obligations notwithstanding such assignment. Each party shall pay the cost of its own Title
Policy, if any, and extended coverage and any and all other endorsements desired by such
party, and survey costs (if such party obtains its own survey). Each party shall pay the
recording costs for its respective Deed. The District shall pay the recording costs for the
Covenant. Each party shall pay its own attorneys' fees. Except as otherwise provided in this
section, all other expenses shall be paid by the party incurring such expenses.
5.4 Prorations
The County and the District shall cooperate to produce on or before the Closing Date
a schedule of prorations which is as complete and accurate as reasonably possible. All
prorations which can be reasonably estimated as of the Closing Date shall be made in escrow
on the Closing Date. All other prorations and any adjustments to initial estimated prorations
shall be made by the County and the District within thirty (30) days following the Closing
Date or such later time as may be required, in the exercise of due diligence, to obtain the
necessary information for proration. Any net credit due one party from the other as a result of
such post-closing prorations and adjustments shall be paid to the other in cash immediately
upon the parties' written agreement to a final schedule of post-closing adjustments and
prorations.
5.4.1 Real Estate Taxes
All real estate taxes that become due and payable in the year of closing shall be
prorated between the parties based on the Closing Date. If the tax statement for the year of
closing has not been issued by the time of closing, the amounts to be paid under this paragraph
shall be estimated on the basis of the most recent tax statement and then adjusted once the tax
statement for the year of closing is issued.
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5.4.2 Rents Under the District Leases
All rents owed by the Lessees under the District Leases shall be prorated between the
parties based on the Closing Date. Any rents received by the District after the Closing Date
with respect to the period after the Closing Date shall be remitted to the County or its
assignee within a reasonable time after they are received.
5.5 Closing Date
The Closing Date shall be thirty (30) days after the Effective Date of this Agreement.
6. POSSESSION
Each party agrees to deliver possession of its respective Property to the other party on
the Closing Date, but the District Property shall be conveyed subject to the District Leases.
7. ASSIGNMENT
Subject to the terms of Section 2.2.3, neither party may assign its rights under this
Agreement or delegate its obligations under this Agreement without prior written consent of
the other party. Any purported assignment that does not meet the requirements of this
Section 7 shall be void.
8. DEFAULT
If either party shall be in default of any of its obligations hereunder and such default
shall not have been cured within ten (10) days after notice thereof from the other party (or if
the default is curable, but cannot reasonably be cured within said period, there shall be no
default so long as such party begins to cure such default within said period and diligently
pursues such action to completion), the non-defaulting party shall have the right to pursue its
rights and remedies available in law or in equity. Each party shall have the right to restrain by
injunction any violation or threatened violation by any other party of any of the terms,
covenants, or conditions of this Agreement, or to obtain a decree to compel performance of
any such terms, covenants, or conditions, it being agreed that the remedy at law for a breach
of any such term, covenant, or condition is not adequate.
9. A TTORNEYS' FEES
In any action to enforce the terms of this Agreement, the prevailing party shall be
entitled to recover its costs and reasonable attorneys' fees, including those on appeal.
10. SUCCESSORS AND ASSIGNS
Except as otherwise provided in this Agreement, the terms and conditions of this
Agreement shall both bind and benefit both parties and their successors and permitted assigns.
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11. INTEGRA TION
This Agreement, together with the attached Exhibits, is the entire contract between the
parties and constitutes the final and complete expression of the parties regarding the exchange
of the Properties, and no representations, inducements, promises, understandings, or
agreements (whether express or implied, or whether oral or written) made before the
execution of this Agreement will change its terms or have any effect. This Agreement may be
changed only by a writing signed by both the County and the District.
12. SEVERABILITY
The invalidity or unenforceability of one provision of this Agreement will not affect the
validity or enforceability of the other provisions.
13. TIME
Time is of the essence in each and every covenant and condition of this Agreement.
14. HOLIDAYS
Should the last day for giving any notice or taking any action required or permitted
under this Agreement fall on a Saturday, Sunday or legal holiday, the last day shall be
postponed until the next business day.
15. NON-MERGER
The terms and provisions of this Agreement shall not merge in, but shall survive, the
closing of the transaction contemplated hereunder and the deeds to be delivered pursuant
thereto.
16. NOTICES
Unless expressly provided otherwise, all notices and other communications to be given
under this Agreement by either party to the other shall be in writing. All written notices shall
be sent, postage prepaid, by certified or registered mail, return receipt requested, or may be
personally delivered, and shall be deemed given three (3) business days after the date when
postmarked (if mailed) or when actually received (if personally delivered). Written notices
shall be sent to the parties at the following addresses, unless a party gives written notice to the
other party that notices shall be sent to it at another address:
To the District:
Auburn School District No. 408
915 Fourth Street N.E.
Auburn, Washington 98002
Attn: Michael Newman
Fax No: (253) 804-4502
Phone No: (253) 931-4930
INTERGOVERNMENTAL EXCHANGE AGREEMENT
[0941 7-0025/SB023260. 171]
PAGE 12
EXECUTION COPY
with a copy to:
To the County:
with a copy to:
17. COUNTERPARTS
Perkins Coie LLP
1201 Third Avenue
Seattle, Washington 98101
Attn: William L. Green
Fax No: 206/583-8500
Phone No: 206/583-8888
King County
Room 700, King Street Center
201 South Jackson Street
Seattle, Washington 98104
Attn: Bob Bums, Acting Manager,
Parks and Recreation Division, DNRP
Fax No: 206/296-8686
Phone No: 206/296-8631
King County Prosecutor's Office, Civil Division
King County Courthouse
516 3rd Avenue
Seattle, W A 98105
Attn: Peter G. Ramels
Fax No: 206/296-0191
Phone No: 206/296-9015
This Agreement may be signed in counterparts, only one of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
18. EFFECTIVE DATE
This Agreement shall be effective when duly executed and acknowledged by both
parties.
19. EXHIBITS
The following Exhibits are attached to this Agreement and by this reference are made
a part hereof:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Legal Description of the County Property
Legal Description of the District Property
Form of Assignment and Assumption of District Leases Agreement
Form of Partial Assignment of Intergovernmental Exchange Agreement
Form of Covenant Agreement
Form of Quitclaim Deed for the County Property
Form of Quitclaim Deed for the District Property
INTERGOVERNMENTAL EXCHANGE AGREEMENT
[094I7-0025/SB023260.I7I]
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EXECUTION COPY
IN WITNESS WHEREOF, the parties have signed this Agreement below.
mTERGOVERNMENTALEXCHANGEAGREEMENT
[09417-0025/SB023260.171]
The County:
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
The District:
AUBURN SCHOOL DISTRICT NO. 408, a
municipal corporation of the State of Washington
By
Name:
Title:
PAGE 14
EXECUTION COPY
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of ,2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of AUBURN SCHOOL DISTRICT
NO. 408, a municipal corporation of the State of Washington, the corporation that executed
the within and foregoing instrument, and acknowledged said instrument to be the tree and
voluntary act and deed of said corporation for the uses and purposes therein mentioned, and
on oath stated that was duly elected, qualified and acting as said officer of the
corporation, that was authorized to execute said instrument and that the seal affixed,
if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
r
INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023260.171 ]
PAGE 15
EXECUTION COpy
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of ,2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of KING COUNTY, a political subdivision
of the State of Washington, the county that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation
for the uses and purposes therein mentioned, and on oath stated that was duly
elected, qualified and acting as said officer of the county, that was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
mTERGOvERNMENTALEXCHANGEAGREEMENT
[09417-0025/SB023260.171 ]
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EXECUTION COPY
EXHffiIT A
to Intergovernmental Exchange Agreement
LEGAL DESCRIPTION OF THE COUNTY PROPERTY
THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21 NORTH, RANGE 5
EAST OF THE WILLAMETTE MERIDIAN, KING COUNTY, WASHINGTON,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID NORTH HALF OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4,
TOWNSHIP 21 NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN;
THENCE SOUTH 87°36'42"EAST ALONG THE NORTH LINE OF SAID
SUBDIVISION 1291.67 FEET TO THE WEST MARGIN OF 132ND AVENUE EAST
(LOCATED 30 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 4);
THENCE SOUTH 01°29'46"WEST ALONG SAID WEST MARGIN 337.77 FEET
TO A LINE PARALLEL WITH AND 337.73 FEET SOUTHERLY (WHEN MEASURED
AT RIGHT ANGLES) OF SAID NORTH LINE OF SAID SUBDIVISION;
THENCE NORTH 87°36'42"WEST ALONG SAID PARALLEL LINE 1292.14
FEET TO THE WEST LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 4;
THENCE NORTH 01°34'25"EAST ALONG SAID WEST LINE 337.76 FEET TO
THE POINT OF BEGINNING.
SITUATE IN KING COUNTY, WASHINGTON.
THE BASIS OF BEARINGS AND THE SECTION BREAKDOWN USED FOR
TillS DESCRIPTION IS RECORD OF SURVEY FILED IN BOOK 142 OF SURVEYS AT
PAGE 12 UNDER RECORDING NUMBER 20001212900014, RECORDS OF KING
COUNTY, WASHINGTON.
EXHIBIT A TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/8B023260.171 ]
PAGE 1
EXECUTION COPY
EXHmIT B
to Intergovernmental Exchange Agreement
LEGAL DESCRIPTION OF THE DISTRICT PROPERTY
PARCEL A:
THE NORTH 264 FEET OF THE WEST 1;2 OF LOT 2 OF SHORT PLAT NO. 477006 AS
RECORDED UNDER RECORDING NO. 7805090949, RECORDS OF KING COUNTY
WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELB:
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST 1;2 THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL C:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
EXHIBIT B TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[094I7-0025/SB023260.I7I]
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EXECUTION COPY
EXHmIT C
to Intergovernmental Exchange Agreement
FORM OF ASSIGNMENT AND ASSUMPTION OF DISTRICT LEASES
AGREEMENT
EXHIBIT C TO INTERGOVERNMENT AI.. EXCHANGE AGREEMENT
[094 1 7-0025/SB023260. 171]
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EXECUTION COPY
EXHffiIT D
to Intergovernmental Exchange Agreement
FORM OF PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT
EXHIBIT D TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023260.171]
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EXECUTION COPY
EXHmIT E
to Intergovernmental Exchange Agreement
FORM OF COVENANT AGREEMENT
EXHIBIT E TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023260.171 ]
PAGEl
EXECUTION COPY
EXHffiIT F
to Intergovernmental Exchange Agreement
FORM OF QUITCLAIM DEED
FOR THE COUNTY PROPERTY
EXHIBIT F TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/8B023260.171 ]
PAGE 1
EXECUTION COPY
EXHmIT G
to Intergovernmental Exchange Agreement
FORM OF QUITCLAIM DEED
FOR THE DISTRICT PROPERTY
EXHIBIT G TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[0941 7-0025/SB023260.171]
PAGE 1
EXECUTION COPY
EXHIBIT E
Form of Partial Assignment of Intergovernmental Exchange Agreement
15
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT
THIS PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT ("Partial Assignment") is made as of _,2003, by and
between KING COUNTY, a political subdivision of the State of Washington ("Assignor"),
and the CITY OF AUBURN, a municipal corporation of the State of Washington
(" Assignee").
RECITALS
A. Assignor and the Auburn School District No. 408, a municipal corporation of
the State of Washington (the "District"), are parties to that certain Intergovernmental
Exchange Agreement, dated _,2003 (the "Exchange Agreement").
Capitalized terms used in this Partial Assignment shall have the same meanings ascribed to
them in the Exchange Agreement.
B. Pursuant to the Exchange Agreement, Assignor has agreed to transfer
ownership of the County Property to the District in exchange for the District Property, which
District Property is more particularly described herein on Exhibit A.
C. For the reasons stated in the Exchange Agreement, Assignor does not wish to
own the District Property, but instead desires to cause the District to transfer ownership of the
District Property to Assignee.
D. Assignee desires to own the District Property upon the terms and conditions
set forth in the Exchange Agreement.
E. The parties hereto desire to effect the assignment to Assignee of all of
Assignor's rights, interests, warranties and obligations in connection with and related to the
transfer of the District Property under the Exchange Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns, conveys and delivers to Assignee all of Assignor's
rights, interests, warranties and obligations in connection with and related to the transfer of
the District Property under the Exchange Agreement.
2. Assignee hereby accepts the assignment, conveyance and delivery of
Assignor's rights, interests, warranties and obligations in connection with and related to the
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243]
PAGE 1
EXECUTION COPY
transfer of the District Property under the Exchange Agreement, and assumes and agrees to be
bound by all the terms, conditions and obligations of Assignor in connection with and related
to the transfer of the District Property under the Exchange Agreement from and after the date
hereof.
3. Assignor's assignment hereunder is not an assignment or delegation of
Assignor's rights, interests, warranties, duties, or obligations in connection with and related to
the transfer of the County Property under the Exchange Agreement.
4. Assignor and Assignee shall pay equal shares of the County's share of the
escrow fee as set forth in Section 5.3 of the Exchange Agreement.
5. Assignor agreed to indemnify, defend, and hold harmless Assignee, and
Assignee's successors and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees arising out of or in any way connected to
(a) Assignor's failure to perform any obligation required by this Assignment and/or by the
Exchange Agreement, and (b) Assignor's breach of any representation or warranty provided
to the District in the Exchange Agreement.
6. Assignee agrees to indemnify, defend, and hold harmless Assignor, and
Assignor's successors and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees arising out of or in any way connected to
(a) Assignee's failure to perform any obligation required by this Assignment and/or by the
Exchange Agreement, and (b) Assignee's breach of any representation or warranty provided
to the District in the Exchange Agreement.
7. This Partial Assignment shall be governed by and construed in accordance with
the laws of the State of Washington.
8. The prevailing party in any action or proceeding between the parties relating to
this Partial Assignment shall be entitled to recover its reasonable attorneys' fees and costs and
expenses incurred in connection with such action or proceeding from the other party.
9. This Partial Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall constitute in one and
the same instrument.
[The remainder of this page is intentionally left blank.)
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243]
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EXECUTION COPY
IN WITNESS WHEREOF, this Partial Assignment was made and executed as of the
date first above written.
Assignor:
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
Assignee:
CITY OF AUBURN, a municipal corporation of the
State of Washington
By
Name:
Title:
Consented to and Agreed by:
AUBURN SCHOOL DISTRICT NO. 408,
a municipal corporation of the State of Washington
By
Name:
Title:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243]
PAGE 3
EXECUTION COPY
ST ATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of ,2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of AUBURN SCHOOL DISTRICT
NO. 408, a municipal corporation of the State of Washington, the corporation that executed
the within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein mentioned, and
on oath stated that was duly elected, qualified and acting as said officer of the
corporation, that was authorized to execute said instrument and that the seal affixed,
if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243]
PAGE 4
EXECUTION COPY
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of KING COUNTY, a political subdivision
of the State of Washington, the county that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said county for the
uses and purposes therein mentioned, and on oath stated that was duly elected,
qualified and acting as said officer of the county, that was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOT AR Y PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243]
PAGE 5
EXECUTION COPY
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of ,2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of the CITY OF AUBURN, a municipal
corporation of the State of Washington, the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned, and on oath stated that
was duly elected, qualified and acting as said officer of the corporation, that
was authorized to execute said instrument and that the seal affixed, if any, is the
corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243 ]
PAGE 6
EXEClITION COPY
EXHIBIT A
to the Partial Assignment
Legal Description of the District Property
PARCEL A:
THE NORTH 264 FEET OF THE WEST 1;2 OF LOT 2 OF SHORT PLAT
NO. 477006 AS RECORDED UNDER RECORDING NO. 7805090949, RECORDS
OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL B:
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST 1;2 THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL C:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243]
PAGE 1
EXECUTION COPY
EXHIBIT F
Form of Covenant Agreement
16
Return Address
King County Prosecutor's Office, Civil Division
King County Courthouse
516 3rd Avenue
Seattle, W A 98105
Attn: Pete Ramels, Esq.
Document Title(s) (or transactions contained therein):
1. Covenant Agreement
2.
Reference Number(s) of Documents assigned or partially released:
(on page _ of documents(s»
Grantor(s) (Last name first, then first name and initials):
1. City of Auburn
2.
3. D Additional names on page _ of document.
Grantee(s) (Last name first, then first name and initials):
1. King County
2.
3. D Additional names on page _ of document.
Legal description (abbreviated: i.e. lot, block, plat or section, township, range)
STR 042105 TAX LOT 60 N 264 FT OF W Y2 OF LOT 2 OF KCSP 477006 REC NO 7805090949;
STR 042105 TAX LOT 71 LOT 2 LESS N 264 FT OF W Y2 THOF OF KCSP 477006 REC NO
7805090949;
STR 042105 TAX LOT 61 LOT 3 SHORT PLAT #477006 REC AF #7805090949
[29 Full legal is on Page 8 of document.
Assessor's Property Tax ParceVAccount Number
0421059060,0421059061,0421059071
[09417-0025/SB023 I 80.229]
[EXECUTION COPY]
COVENANT AGREEMENT
THIS COVENANT AGREEMENT is made this _ day of , 2003
("Covenant"), by and between the CITY OF AUBURN, a municipal corporation of the State
of Washington (the "City"), and KING COUNTY, a political subdivision of the State of
Washington (the "County").
RECITALS
A. Pursuant to that certain Intergovernmental Exchange Agreement dated
--:> 2003 ("Exchange Agreement"), between the Auburn School District
No. 408, a municipal corporation of the State of Washington (the "District"), and King
County, the District and the County are exchanging certain properties more particularly
described in the Exchange Agreement.
B. Pursuant to a Partial Assignment of Intergovernmental Exchange Agreement,
dated , 2003 ("Partial Assignment"), the County has directed the District to
convey the District's property, as more particularly described herein on Exhibit A (the
"District Property"), directly to the City.
C. The City has agreed to accept the District Property from the District.
D. Pursuant to that certain Intergovernmental Land Transfer Agreement Between
King County and the City of Auburn dated , 2003 ("Transfer
Agreement"), the County has agreed to convey to the City a property, more particularly
described herein on Exhibit B ("Jacobsen Parcel"), which is located in the immediate vicinity
of the District Property.
E. As part of the consideration for executing the Partial Assignment in favor of
the City and the Transfer Agreement with the City, and as a condition of the County causing
the District to convey the District Property directly to the City and of the County conveying
the Jacobsen Parcel directly to the City, the County requires that the use of the District
Property be restricted in perpetuity solely to use for public park or recreation purposes.
F. The City desires to encumber the District Property with this Covenant in
exchange for receiving the District Property and the Jacobsen Parcel.
G. The County, under the authority ofRCW 36.89.050, King County
Resolution 34571 and other federal, state and county laws, has acquired and developed a
substantial park, recreation and open space system that depends on the continued operation of
many individual properties and facilities in order to fully serve the needs of the residents of
King County and the cities within it. The County's park, recreation and open space system in
COVENANT AGREEMENT
[09417-0025/8B023180.229]
PAGE 1
[EXECUTION COPY]
the area of the District Property will depend on the continued use in perpetuity of the District
Property for park or recreational purposes.
H. To the extent the City provides scholarships, reduced fees or other means of
assuring access to parks and recreational programming for City residents, the City has a goal
of ensuring that such scholarships or other needs-based rates and programs are available to all
persons desiring to use its park and recreational programs regardless of residency.
AGREEMENT
NOW, THEREFORE, in consideration of the County causing the District to convey
the District Property directly to the City, of the County conveying the Jacobsen Parcel directly
to the City, of the mutual covenants and representations contained in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties agree as follows:
1. Covenant
The City declares and covenants that the District Property shall be used in perpetuity
for park or recreation purposes unless other equivalent lands or facilities within the county or
the city in which the District Property is located are received in exchange therefor and the
replacement lands or facilities are used in perpetuity for park or recreation purposes.
The City further covenants that it will not limit or restrict access to and use of the
District Property by non-city residents in any way that does not also apply to city residents.
The City covenants that if differential fees for non-city residents are imposed, they will be
reasonably related to the cost borne by city taxpayers to maintain, improve or operate the
District Property for parks and recreation purposes.
2. Enforcement
The County may enforce the terms of this Covenant by means of equitable action,
which shall specifically include the right to restrain by injunction any violation or threatened
violation of the covenants set forth in this Covenant, or to obtain a decree to compel
performance of any such terms, covenants and conditions, the City agreeing that the remedy at
law for a breach of any such term, covenant or condition is not adequate.
3. Successors and Assigns
The City agrees that the District Property shall be held, used and occupied subject to
the covenants, conditions and restrictions set forth herein, and that said covenants, conditions
and restrictions shall touch and concern and run with title to the District Property for the
benefit of the County and the County land that makes up its public park, recreation and open
space system. The covenants, conditions and restrictions set forth herein shall be binding on
COVENANT AGREEMENT
[09417-0025/SB023180.229]
PAGE 2
[EXECUTION COPY]
all parties having any right, title, or interest in the District Property or any portion thereof, and
their respective successors and assigns.
(The remainder of this page is intentionally left blank.)
COVENANT AGREEMENT
[09417-0025/8B023180.229]
PAGE 3
[EXECUTION COPY]
IN WITNESS WHEREOF, the undersigned has duly caused this Covenant Agreement
to be executed as of the day and year first above written.
CITY OF AUBURN, a municipal corporation of the
State of Washington
By
Name:
Title:
Date:
Attest:
By
Name:
Title:
Date:
Approved as to Form:
By
Name:
Title:
Date:
COVENANT AGREEMENT
[09417-0025/SB023180.229]
PAGE 4
[EXECUTION COPY]
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
Date:
Attest:
By
Name:
Title:
Date:
Approved as to Form:
By
Name:
Title:
Date:
COVENANT AGREEMENT
[09417-0025/SB023180.229]
PAGE 5
[EXECUTION COPY]
STATE OF WASHINGTON)
) ss.
COUNTY OF )
On this _ day of ,2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of CITY OF AUBURN, the corporation that
executed the within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that was duly elected, qualified and acting as said
officer of the corporation, that was authorized to execute said instrument and that
the seal affixed, if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
COVENANT AGREEMENT
[09417-0025/8B023180.229]
PAGE 6
[EXECUTION COpy]
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
person who signed as of KING COUNTY, the county
that executed the within and foregoing instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said county for the uses and purposes therein
mentioned, and on oath stated that was duly elected, qualified and acting as said
officer of the county, that was authorized to execute said instrument and that the
seal affixed, if any, is the corporate seal of said county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
COVENANT AGREEMENT
[09417-0025/SB023 1 80.229]
PAGE 7
[EXECUTION COPY]
EXHIBIT A
to the Covenant Agreement
Legal Description of the District Property
PARCEL A:
THE NORTH 264 FEET OF THE WEST 12 OF LOT 2 OF SHORT PLAT NO. 477006 AS
RECORDED UNDER RECORDING NO. 7805090949, RECORDS OF KING COUNTY
WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELB:
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST 12 THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL C:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
EXHIBIT A TO COVENANT AGREEMENT
[09417-0025/88023180.229]
PAGE 8
[EXECUTION COPY]
EXHffiIT B
to the Covenant Agreement
Legal Description of the Jacobsen Parcel
PARCEL A:
LOTS 1 AND 4, AS DELINEATED ON KING COUNTY SHORT PLAT NO. R477006,
RECORDED UNDER KING COUNTY RECORDING NO. 7805090949, BEING A
PORTION OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4 OF SECTION 4,
TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON.
SUBJECT TO:
1) Easement and the tenus and conditions thereof
GRANTEE: United States of America
PURPOSE: Maintain, repair, rebuild, operate and patrol one or more
electric transmission lines, and one or more telephone
and/or telegraph lines including the right to erect such
poles and other transmission line structures, wires, cables,
and the appurtenances thereto
AREA AFFECTED: A 100 ft. strip lying along the southerly portion of Parcel A
RECORDED: December 17,1940
RECORDING NO: 3137083
2) Right to enter the land to make repairs and the right to cut brush and trees which
constitute a menace or danger to the electric transmission line adjoining the land,
as granted in instrument recorded under Recording No. 3137083.
3) Easement and the tenus and conditions thereof
GRANTEE: United States of America
PURPOSE: Covington Tacoma transmission lines
AREA AFFECTED: A 100 ft. strip lying along the southerly portion of Parcel A
RECORDED: August 29, 1942
RECORDING NO: 3261548
4) Right to enter the land to make repairs and the right to cut brush and trees which
constitute a menace or danger to the electric transmission line adjoining the land,
as granted in instrument recorded under Recording No. 3261548.
5) Right to make necessary slopes for cuts or fills upon the land herein described as
granted to King County by deed recorded under Recording No. 7804130590.
AFFECTS: Lot 1
EXHIBIT A TO COVENANT AGREEMENT
[09417-0025/8B023180.229]
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[EXECUfION COPY]
6) Easement and the terms and conditions thereof:
PURPOSE: To install, maintain and repair drainage facility
AREA AFFECTED: Parcel A and other property
RECORDED: April 14, 1978
RECORDING NO: 7804140877
7) Easement and the terms and conditions thereof:
PURPOSE: Permanent easement for ingress, egress and utilities over
Tract X
AREA AFFECTED: The North 30 feet of Parcel A
RECORDED: May 19, 1978
RECORDING NO: 7805190191
8) All covenants, conditions, restrictions, reservations, easements or other servitudes, if any,
disclosed by Short Plat No. R477006, recorded under King County Recording No.
7805090949;
9) Road and interceptor drain system construction and maintenance agreement imposed by
instrument recorded on June 7, 1978, under Recording No. 7806070243;
10) Easement for underground electric transmission system and the terms and conditions thereof:
GRANTEE: Puget Sound Power & Light Company, a Washington
corporation
PURPOSE: An underground electric transmission and/or distribution
system
AREA AFFECTED: The North 37 feet of Lot 1
RECORDED: January 16, 1979
RECORDING NO: 7901160711
PARCELB:
AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES AS FOLLOWS:
THE SOUTH 1/2 OF A CUL-DE-SAC WITH A RADIUS OF 25 FEET, THE CENTER OF
WHICH IS THE NE CORNER OF THE ABOVE DESCRIBED LOT 4, AND THE NORTH 30
FEET OF THE EAST 3/4 OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4; AND THAT
PORTION OF A CURVE HAVING A 25 FOOT RADIUS BEING TANGENT TO THE WEST
LINE OF THE WEST 30 FEET OF 132ND AVE. SE AND TANGENT TO THE SOUTH LINE OF
THE NORTH 30 FEET OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4 OF SAID SECTION
4; EXCEPT THE EAST 30 FEET THEREOF CONVEYED TO KING COUNTY FOR ROAD
PURPOSES UNDER KING COUNTY RECORDING NO. 7804130590.
EXHIBIT A TO COVENANT AGREEMENT
[09417-0025/8B023180.229]
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[EXECUTION COPY]
..
PARCEL C:
THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21 NORTH, RANGE 5 EAST OF THE
WILLAMETTE MERIDIAN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID NORTH HALF OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21
NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN; THENCE ALONG THE WEST
LINE OF SAID SUBDMSION SOUTH 01°34'25'WEST 337.76 FEET TO A LINE PARALLEL
WITH AND 337.73 FEET SOUTHERLY OF THE NORTH LINE OF SAID SUBDMSION, AND
THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH
87°36'42"EAST ALONG SAID PARALLEL LINE 1292.14 FEET TO THE WEST MARGIN OF
132ND AVENUE EAST (LOCATED 30 FEET WESTERLY OF THE EAST LINE OF SAID
SECTION 4); THENCE SOUTH 01029'46'WEST ALONG SAID WEST MARGIN 170.94 FEET
TO THE NORTHEAST CORNER OF THE LANDS DESCRIBED IN DEED TO DONALD L.
FRANKLIN AND KATHLEEN D. FRANKLIN, HUSBAND AND WIFE, RECORDED UNDER
RECORDING NUMBER 7907170145, RECORDS OF SAID COUNTY; THENCE ALONG THE
NORTH LINE OF SAID LANDS NORTH 87°41'44'WEST 120.01 FEET TO THE NORTHWEST
CORNER OF SAID LANDS; THENCE ALONG THE WEST LINE OF SAID LANDS SOUTH
01°29'46'WEST 150.01 FEET TO THE SOUTH LINE OF THE NORTH HALF OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4; THENCE
NORTH 87°41' 44'WEST ALONG SAID SOUTH LINE 1172.53 FEET TO SAID WEST LINE OF
SAID SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4;
THENCE ALONG SAID WEST LINE NORTH 01 °34'25"EAST 322.85 FEET TO THE TRUE
POINT OF BEGINNING.
(CONTAINING 9.1359 ACRES, MORE OR LESS)
SITUATE IN KING COUNTY, WASHINGTON.
THE BASIS OF BEARINGS AND SECTION BREAKDOWN USED FOR THIS DESCRIPTION
IS RECORD OF SURVEY FILED IN BOOK 142 OF SURVEYS AT PAGE 12 UNDER
RECORDING NUMBER 20001212900014, RECORDS OF KING COUNTY, WASHINGTON.
EXHIBIT A TO COVENANT AGREEMENT
[09417-0025/SB023180.229]
PAGE 11
[EXECUTION COPY]
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT
THIS PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT ("Partial Assignment") is made as of 1oA\ ~ \ ,2003, by and
between KING COUNTY, a political subdivision of the tate fWashington ("Assignor"),
and the CITY OF AUBURN, a municipal corporation of the State of Washington
("Assignee").
RECITALS
A. Assignor and the Auburn School District No. 408, a municipal corporation of
the State of Washington (the "D'strict"), are parties to that certain Intergovernmental
Exchange Agreement, dated \A \ ~ \ _' 2003 (the "Exchange Agreement").
Capitalized terms used in this Partial 1>:.. signment shall have the same meanings ascribed to
them in the Exchange Agreement.
B. Pursuant to the Exchange Agreement, Assignor has agreed to transfer
ownership of the County Property to the District in exchange for the District Property, which
District Property is more particularly described herein on Exhibit A.
C. F or the reasons stated in the Exchange Agreement, Assignor does not wish to
own the District Property, but instead desires to cause the District to transfer ownership of
the District Property to Assignee.
D. Assignee desires to own the District Property upon the terms and conditions
set forth in the Exchange Agreement.
E. The parties hereto desire to effect the assignment to Assignee of all of
Assignor's rights, interests, warranties and obligations in connection with and related to the
transfer of the District Property under the Exchange Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns, conveys and delivers to Assignee all of Assignor's
rights, interests, warranties and obligations in connection with and related to the transfer of
the District Property under the Exchange Agreement.
2. Assignee hereby accepts the assignment, conveyance and delivery of
Assignor's rights, interests, warranties and obligations in connection with and related to the
transfer of the District Property under the Exchange Agreement, and assumes and agrees to
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[/SB023360243.DOC]
PAGEl
EXECUTION COPY
be bound by all the terms, conditions and obligations of Assignor in connection with and
related to the transfer of the District Property under the Exchange Agreement from and after
the date hereof.
3. Assignor's assignment hereunder is not an assignment or delegation of
Assignor's rights, interests, warranties, duties, or obligations in connection with and related
to the transfer of the County Property under the Exchange Agreement.
4. Assignor and Assignee shall pay equal shares of the County's share of the
escrow fee as set forth in Section 5.3 of the Exchange Agreement.
5. Assignor agreed to indemnify, defend, and hold harmless Assignee, and
Assignee's successors and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees arising out of or in any way connected to
(a) Assignor's failure to perform any obligation required by this Assignment and/or by the
Exchange Agreement, and (b) Assignor's breach of any representation or warranty provided
to the District in the Exchange Agreement.
6. Assignee agrees to indemnify, defend, and hold harmless Assignor, and
Assignor's successors and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees arising out of or in any way connected to
(a) Assignee's failure to perform any obligation required by this Assignment and/or by the
Exchange Agreement, and (b) Assignee's breach of any representation or warranty provided
to the District in the Exchange Agreement.
7. This Partial Assignment shall be governed by and construed in accordance
with the laws of the State of Washington.
8. The prevailing party in any action or proceeding between the parties relating
to this Partial Assignment shall be entitled to recover its reasonable attorneys' fees and costs
and expenses incurred in connection with such action or proceeding from the other party.
9. This Partial Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall constitute in one
and the same instrument.
[The remainder of this page is intentionally left blank.)
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[ISB023360243.DOC]
PAGE 2
EXECUTION COPY
IN WITNESS WHEREOF, this Partial Assignment was made and executed as of the
date first above written.
Assignor:
KING COUNTY, a political subdivision of the State
of Washington
BY~~
Name: pfJ..W"\ & SS D h 1\,..(,... tt-e.
Title: IJ..¡retkr) vJep(A.r+~ ~ 1JcJ.v~ 1k~$Ultß'> owJ-~
Assignee:
CITY OF AUBURN, a municipal corporation of the
State of Washington
By
Name:
Title:
Consented to and Agreed by:
AUBURN SCHOOL DISTRICT NO. 408,
a municipal corporation of the State of Washington
By
Name:
Title:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[ISB023360243.DOC]
PAGE 3
EXECUTION COPY
IN WITNESS WHEREOF, this Partial Assignment was made and executed as of the
date first above written.
Assignor:
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
Assignee:
~~~;O~~F AUBU:'D' co~on of the
3 \ ~~ ~
By ~
Name: Peter B. !Ewis
Title: Mayor
Consented to and Agreed by:
AUBURN SCHOOL DISTRICT NO. 408,
a municipal corporation of the State of Washington
By
Name:
Title:
[7J1J-
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[/SB023360243.DOC]
PAGE 3
EXECUTION COpy
IN WITNESS WHEREOF, this Partial Assignment was made and executed as of the
date first above written.
Assignor:
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
Assignee:
CITY OF AUBURN, a municipal corporation of the
State of Washington
By
Name:
Title:
Consented to and Agreed by:
AUBURN SCHOOL DISTRICT NO. 408,
a municipal corporation of the State of Washington
By
~¿j1l~
Name: L. Nf?,.t\. 50" c.. O·""A,}..f
Title: So \) Pi Ii. Ifrr [.N I) f N1'
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[ISB023360243.DOC]
PAGE 3
EXECUTION COPY
STATE OF WASHINGTON
COUNTY OF ,l..\t..)~
)
) ss.
)
On this ~ day of ~""\ ~ ' 2003, before me, the undersigned, a Notary
Public in and for the State of Was ingt ~IY commIssIOned and sworn, personally
appeared \.. \ /\ ~ ~ ~ . WOI V\ , to me known to be the
person who signed as CS"'~~~I\~~ of AUBURN SCHOOL
DISTRICT NO. 408, a municipal corporation of the State of Washington, the corporation
that executed the within and foregoing instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that ~'W.. was duly elected, qualified and acting as said
officer of the corporation, that ~s\"'o. was authorized to execute said instrument and that
the seal affixed, if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
"""'\"\,
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(Print or stamp nafue of Notary) }
NOTARY PUBLIC in and ~he State, ~ I Ú,!:' It
of Washington, residing at ~/1t4 fé?,¿; 71J <{
My appointment expires: ð - ~ - {.
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PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[lSB023360243,DOC]
PAGE 4
EXECUTION COPY
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
person who signed as of KING COUNTY, a political
subdivision of the State of Washington, the county that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of
said county for the uses and purposes therein mentioned, and on oath stated that
was duly elected, qualified and acting as said officer of the county, that was
authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of
said county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
(fSB023360243.DOC]
PAGES
EXECUTION COPY
STATE OF WASHINGTON )
, \ /""'" ) ss.
COUNTY OF~t't )
On this2~hÍday oL ,2003, before me, the undersigned, a Notary
Public in and for tbe-Sta e ofW ty corvmissioned and sworn, personally
appeared . C --(- . '- , to me known to be the
person who signed 'as. /,!~~() .t/~~L-- of the CITY OF AUBURN, a
municipal corporation ofth~ State oVwashington, the corporation that executed the within
and foregoing instrument, and acknowledged said instrument to be the free and voluntary act
and ~f said corporation for the uses and purposes therein mentioned, and on oath stated
th~ ~ was duly elected, qualified and acting as said officer of the corporation, that
~ was authorized to execute said instrument and that the seal affixed, if any, is the
corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
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(Signature Notary)
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NOTARY PUBLIC in an~
of Washington, residing at . ¡
My appointment expires: \. "
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[/SB023360243.DOC)
PAGE 6
EXECUfION COpy
EXHIBIT A
to the Partial Assignment
Legal Description of the District Property
PARCEL A:
THE NORTH 264 FEET OF THE WEST 12 OF LOT 2 OF SHORT PLAT
NO. 477006 AS RECORDED UNDER RECORDING NO. 7805090949, RECORDS
OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL B:
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST 12 THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELC:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[/SB023360243.DOC]
PAGEl
EXECUTION COPY
~
~RGOVERNMENTALEXCHANGEAGREEMENT
THIS INTERGOVERNMENT1}L EXCHANGE AGREEMENT (this "Agreement")
is made and entered into this ~ of ....~ '^ \~ ' 2003 (the "Effective Date"), by and
between AUBURN SCHOOL DISTRICT N .408, a municipal corporation of the State of
Washington (the "District"), and KING COUNTY, a political subdivision of the State of
Washington (the "County").
RECITALS
A. The County is the owner of that certain parcel of real property located in King
County, Washington, which comprises approximately 10 acres of real property, and is more
particularly described on Exhibit A (as more particularly defined below, the "County
Property"). The County Property is part of a larger parcel of property (the" Jacobsen Parcel")
which the County has separated into two legal lots, one of which is the County Property.
B. The District is the owner of that certain parcel of real property located in King
County, Washington, which comprises approximately 10 acres of real property, and is more
particularly described on Exhibit B (as more particularly defined below, the "District
Property") .
C. The County, under the authority ofRCW 36.89.050, King County
Resolution 34571 and other federa~ state and county laws, has acquired and developed a
substantial park, recreation and open space system that depends on the continued operation of
its many individual properties and facilities in order to fully serve the needs of the residents of
King County and the cities within it.
D. The County desires to divest itself of ownership, management, and financial
responsibility for parks, open space, recreational facilities and programs inside and near the
City boundaries.
E. The Jacobsen Parcel is an undeveloped park that is located in the potential
annexation area ofthe City of Auburn (the "City") that is also known as the East Auburn
Athletic Fields.
F. The County does not have a sufficient, stable source of revenue to continue to
manage and maintain its parks, open space, recreational facilities and programs at current
levels.
G. The County is legally restricted from converting many of these parks, open
space, and recreational facilities from their current uses without expending funds to replace
the converted facilities.
INfERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023260.17I)
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EXECUfION COPY
H. Given the legal restriction regarding conversion of the properties, the
marketability of the properties is lirrùted and, as a result, the cost of operating the Jacobsen
Parcel is approximately equal to the value of the property to the County.
I. It is in the best interest of the public that the County take those actions
necessary to ensure that the parks, open space, recreational facilities and programs that it can
no longer afford to manage and maintain remain open and available to the public.
1. The County desires to transfer ownership of the Jacobsen Parcel for continued
use as a park. The City has informed the County that it wishes to own the portion the
Jacobsen Parcel that is not the County Property for use as a park, and that it wishes to own
the District Property for use as a park.
K The County has informed the District that the County does not wish to own
the District Property, but instead desires to cause the District to transfer the District Property
to the City for use as a park.
L. The County Property and the District Property are of equal monetary and
recreational value, and the parties have agreed to make the exchange of properties in
considerationofthe terms and conditions of this Agreement and no further consideration.
M. The District has determined that the County Property is a more suitable
location for future District facilities. By exchanging for the County Property, the District has
determined that the District Property has no foreseeable use, rendering it surplus property_
The District Property and the County Property are sometimes collectively referred to herein as
the "Properties."
N. The District and the County wish to exchange their Properties pursuant to the
requirements of, and under the authority of, RCW 39.33.010 et seq. (Intergovernmental
Disposition of Property), and KC.C. 4.56.140 (Intergovernmental Sales and Leases of Real
Property) and the terms and conditions of this Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the parties agree as follows:
AGREEMENT
1. BASIC DEFINITIONS
As used herein., certain capitalized terms shall have the meanings set forth in this
Section 1 for each such term.
1.1 Closing Date
The term "Closing Date" shall mean the date upon which the escrow described in
Section 5.1 closes, which date shall be no later than the date specified in Section 5.5 hereof
mTERGOVERNMENTALEXCHANGEAGREEMENT
[09417-0025/88023260. 171J
PAGE 2
EXECUTION COPY
1.2 County Property
The teon "County Property" shall mean that certain real property located in King
County, Washington, more particularly described in Exhibit A attached hereto, together with
any and all improvements located thereon, and all right, title and interest of the County in any
alleys, strips or gores of land adjoining that real property, and all right, title and interest of the
County in any easements and rights of way in, to, on or under that real property, or
appurtenant thereto.
1.3 District Leases
The teon "District Leases" shall mean (i) that certain Resiqence Lease, dated July 9,
2001, between the District and Sheila McCord, and (ii) that certain Residence Lease, dated
July 24,2001, among the District, Christopher McNabb and Patricia McNabb. Sheila
McCord, Christopher McNabb and Patricia McNabb are collectively referred to herein as the
"Lessees. "
1.4 District Property
The teon "District Property" shall mean that certain real property located in King
County, Washington, more particularly described in Exhibit B attached hereto, together with
any and all improvements located thereon, and all right, title and interest of the District in any
alleys, strips or gores of land adjoining that real property, and all right, title and interest of the
District in any easements and rights of way in, to, on or under that real property, or
appurtenant thereto.
1.5 Title Company
The term "Title Company" shall mean TransNation Title Insurance Company, whose
address for this transaction is as follows:
14450 NE 29th Place, Suite 200
Bellevue, W A 98007
Attn: Randy L. Rieman
Fax No.: (425) 646-0545
Phone No.: (800) 441-7701
2. EXCHANGE OF THE PROPERTIES
2.1 Exchange of the County Property
The County agrees to convey the County Property to the District, and the District
agrees to accept the County Property from the County, upon all of the terms, covenants and
conditions set forth in this Agreement.
INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-002518B023260.171)
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2.2 Exchange of the District Property
2.2.1 Exchange of the District Property
The District agrees to convey the District Property to the County, or to the City if a
Partial Assignment is completed as provided in Section 2.2.3, and the County, or its assignee,
agrees to accept the District Property from the District, upon all of the terms, covenants and
conditions set forth in this Agreement.
2.2.2 Assignment of the District Leases
The District agrees to assign all right, title and interest in and to the District Leases to
the County, or to the City if a Partial Assignment is completed as provided in Section 2.2.3,
and the County, or its assignee, agrees to accept and assume the District Leases ftom the
District, pursuant to an Assignment and Assumption of District Leases Agreement
substantially in the form attached hereto as Exhibit C (the "Ašsignment of Leases"). The
District shall deposit into escrow written notices to the Lessees regarding the assignment of
the District Leases ("Notice to Lessees"). The Notice to Lessees shall inform the Lessees of
the new owner of the District Property, and instruct the Lessees to send any rental payments
after the Closing Date to the new owner of the District Property.
2.2.3 The County's Assignee; the Partial Assignment; the Covenant
The District agrees to convey the District Property and assign the District Leases to
the County's assignee, the City, upon receipt of it Partial Assignment of Intergovernmental
Exchange Agreement (the "Partial Assignment") substantially in the form attached hereto as
Exhibit D ftom the County and the City at least one (I) business day prior to the Closing .
Date. Upon receipt of the Partial Assignment, duly executed and acknowledged by the City
and the County, the District shall also duly execute and acknowledge this Assignment. The
Partial Assignment shall assign to the City all of the County's rights, interests, warranties,
duties and obligations with regard to the transfer of the District Property. It shall not,
however, assign or delegate any of the County's rights, interests, warranties, duties or
obligations with regard to the transfer of the County Property, and the County shall remain
fully liable to the District for the performance of all of the County's obligations hereunder
with respect to the conveyance of the County Property to the District. In the event that the
Partial Assignment is fully executed, the parties agree to record a covenant against the District
Property, substantially in the form attached hereto as Exhibit E (the "Covenant"), whereby the
District Property shall be restricted trom any use other than as a public park:, subject to the
pre-existing rights of the Lessees. The County and the Di:;¡trict agree to cooperate in good
faith in obtaining the City's consent to the Partial Assignment, the District Deed (hereinafter
defined), the Assignment of Leases and the Covenant. In the .event that the City does not fully
execute the Partial Assignment and give its consent to the aforementioned instruments at least
one business day prior to the Closing Date, then this Agreement shall terminate automatically
without further action required of either party.
INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/88023260.171)
PAGE 4
EXECUTION COPY
2.3 Review of the County Property; Disclaimer
Except as otherwise expressly provided in Section 3 below, the County does not make
any representations or warranties, express or implied, regarding the County Property or its
value or matters affecting the County Property, including, without limitation, the physical
condition of the County Property, pest control matters, wetlands, soil and groundwater
condition, compliance with the Americans With Disabilities Act of 1990, or other building,
health, safety, land use and zoning laws, regulations and orders, structural and other
engineering characteristics, traffic patterns, access or availability of utilities. The District
acknowledges (i) that the District has entered into this Agreement with the intention of relying
upon its own investigation of the physical, environmental, economic, title and legal condition
of the County Property, and (ii) that the District is not relying upon any representations and
warranties, other than those specifically set forth in Section 3 below, made by the County or
anyone acting or claiming to act on the County's behalf concerning the County Property or its
value. The District agrees that, except as otherwise expressly provided in Section 3 below,
the County Property is to be conveyed to and accepted by the District in its "AS IS" condition
with all faults on the Closing Date and assumes the risk that adverse physical, environmental
(including the existence or nonexistence of hazardous materials) or economic conditions may
not have been revealed by its investigation. Effective upon closing, and except with respect to
any claims arising out of (1) any breach by the County of (a) any covenants of the County
contained in this Agreement or in any instruments delivered to the District at closing pursuant
to this Agreement, or (b) any of the representations or warranties of the County set forth in
Section 3 below or in any instruments delivered to the District at closing· pursuant to this
Agreement, or (2) the County's fraud or deliberate misrepresentation, the District, for itself
and its agents and its successors and assigns, hereby releases and forever discharges the
County from any and all rights, claims and demands at law or in equity, whether known or
unknown at the time of this Agreement, which the District has or may have in the future,
arising out of the physical or economic condition of the County Property as of the Closing
Date. The "District hereby specifically acknowledges that the District has carefully reviewed
this subsection and discussed its import with legal counsel and that the provisions of this
subsection are a material part of this Agreement.
2.4 Review of the District Property; Disclaimer
Except as otherwise expressly provided in Section 3 below, the District does not make
any representations or warranties, express or implied, regarding the District Property or its
value or matterS affecting the District Property, including, without limitation, the physical
condition of the District Property, pest control matters, wetlands, soil and groundwater
condition, compliance with the Americans With Disabilities Act of 1990, or other building,
health, safety, land use and zoning laws, regulations and orders, structural and other
engineering characteristics, traffic patterns, access or availability of utilities. The County
acknowledges (i) t4at the County has entered into this Agreement with the intention of relying
upon its own investigation of the physical, environmental, economic, title and legal condition
of the District Property, and (ii) that the County is not relying upon any representations and
warranties, other than those specifically set forth in Section 3 below, made by the District or
INTERGOVERNMENTAL EXCHANGE AGREEMENT
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EXECUTION COpy
anyone acting or claiming to act on the District's behalf concerning the District Property or its
value. The County agrees that, except as otherwise expressly provided in Section 3 below,
the District Property is to be conveyed to and accepted by the County in its "AS IS" condition
with all faults on the Closing Date and assumes the risk that adverse physical, environmental
(including the existence or nonexistence of hazardous materials) or economic conditions may
not have been revealed by its investigation. Effective upon closing, and except with respect to
any claims arising out of (1) any breach by the District of (a) any covenants of the District
contained in this Agreement or in any instruments delivered to the County at closing pursuant
to this Agreement, or (b) any of the representations or warranties set forth in Section 3 below
or in any instruments delivered to the County at closing pursuant to this Agreement, or (2) the
District's fraud or deliberate misrepresentation, the County, for itself and its agents and its
successors and assigns, hereby releases and forever discharges the District and its agents,
directors and employees from any and all rights, claims and demands at law or in equity,
whether known pr unknown at the time of this Agreement, which the County has or may have
in the future, arising out of the physical or economic condition of the District Property as of
the Closing Date. The County hereby specifically acknowledges that the County has carefully
reviewed this subsection and discussed its import with legal counsel and that the provisions of
this subsection are a material part of this Agreement.
2.5 Exchange Price
The parties agree that the County Property and the District Property are of equal
monetary and recreational value, and further agree to convey their respective Properties to
each other in consideration of the mutual promises and covenants contained in this
Agreement, and the receipt by each party of the other party's property, and for no additional
consideration.
3. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other party as follows:
(i) Such party has all requisite power and authority to own its Property;
has requisite power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and the transactions contemplated hereby; and the
documents and instruments contemplated hereby will be duly authorized by all
necessary action on such party's part.
(ii) This Agreement has been, and the documents and instruments
contemplated hereby will be, duly executed and delivered by such party, and constitute
such party's legal, valid and binding obligation( s) enforceable according to its terms.
The foregoing representations and warranties shall remain true at all times from the
Effective Date of this Agreement through the Closing Date, and each party's rights to enforce
such representations and warranties shall survive the closing and shall not be merged into any
documents delivered at closing. Each party shall indemnify and defend the other party against
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all daims, suits, actions, proceedings, judgments, liabilities, obligations; liens, losses, damages,
penalties, fines, costs, and expenses, including reasonable attorney fees, court costs, and
settlement costs, arising out of, or having to do with, the breach by the other party of any of
the foregoing representations and warranties, regardless of whether such breach is discovered
before or after the dosing.
4. CONDITIONS PRECEDENT
4.1 Conditions to the County's Obligations
Notwithstanding anything in this Agreement to the contrary, the County's obligations
under this Agreement shall be subject to and contingent upon the satisfaction, or waiver by the
County, of the following conditions precedent under this Section 4.1 :
(i) On or before the Closing Date, the District shall have delivered into
escrow the documents specified in Section 5.1.2; and
(ii) On or before the Closing Date, all other conditions to dosing for the
benefit of the County expressly set forth in this Agreement with regard to the
exchange of the Properties shall have been fulfilled or waived.
4.2 Conditions to the District's Obligations
Notwithstanding anything in this Agreement to the contrary, the District's obligations
under this Agreement shall be subject to and contingent upon the satisfaction, or waiver by the
District, of the following conditions precedent under this Section 4.2:
(i) On or before the Closing Date, the County shall have delivered into
escrow the documents specified in Section 5. 1. 1; and
(ii) On or before the Closing Date, all other conditions to dosing for the
benefit of the District expressly set forth in this Agreement with regard to the
exchange of the Properties shall have been fulfilled or waived.
4.3 Failure or Waiver of Conditions Precedent
In the event any of the conditions set forth in Section 4 are not fulfilled or waived by
the party intended to be benefited thereby, this Agreement shall terminate and the parties shall
have no further obligations except as otherwise expressly provided in this Agreement. Either
party may, at its election, at any time or times on or before the date (and, if indicated, the
time) specified for the satisfaction of the condition, waive in writing the benefit of any of the
conditions set forth in this Section 4.
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5. ESCROW AND CLOSING
5.1 Escrow Arrangements
The parties aèknowledge and agree that an escrow for the exchange of the Properties
contemplated by this Agreement shall be opened with the Title Company. On or before the
Closing Date, the County and the District shall each deliver escrow instructions to the Title
Company consistent with this Section 5 and the parties shall deposit in escrow the funds and
documents described below.
5.1.1 The County Deliveries
The County shall deposit or cause to be deposited:
(i) a duly executed and acknowledged quitclaim deed in the form attached
to this Agreement as Exhibit F (the "County Deed") for the County Property;
(ii) a counterpart original of t~e Assignment of Leases, duly executed and
acknowledged by the County, or if the County so elects, by the City;
(iii) the Partial Assignment, duly executed and acknowledged by the County
and the City, if necessary;
(iv) in the event that the Partial Assignment for the transfer the District
Property to the City is fully executed, a duly executed and acknowledged copy of the
Covenant;
(v) sufficient cash to pay the County's share of escrow costs, prorations
and closing expenses as set forth in Sections 5.3 and 5.4 below;
(vi) a duly executed real estate excise tax affidavit with respect to each
Property; and
(vii) such other documents and instruments as may be necessary to transfer,
convey, and assign to the District all other rights and interests to effectuate the terms
of this Agreement.
5.1.2 The District Deliveries
The District shall deposit:
(i) a duly executed and acknowledged quitclaim deed in the form attached
to this Agreement as Exhibit G (the "District Deed") for the District Property,
together with the consent of the City to the conveyance, if necessary;
(ii) a counterpart original of the Assignment of Leases, duly executed and
acknowledged by the District;
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EXECUTION COpy
(üi) a counterpart original of the Partial Assignment, duly executed and
acknowledged by the District, if necessary;
(iv) originals of the Notices to Lessees;
(v) .sufficient cash to pay the District's share of escrow costs, prorations
and closing expenses as set forth in Sections 5.3 and 5.4 below;
(vi) a duly executed real estate excise tax affidavit with respect to each
Property; and
(vii) such other documents and instruments as may be necessary to transfer,
convey, and assign to the County (or its assignee, the City) all other rights and
interests to effectuate the terms of tlús Agreement.
5.2 Title Company's Duties and Closing
The County and the District shall instruct the Title Company to close escrow on the
Closing Date by:
(i) (a) Recording the following documents in the following order: the
County Deed, the District Deed, and, if applicable, the Covenant, and (b) delivering
the real estate excise tax affidavits to the appropriate governmental office;
(ii) Mailing the Notices to Lessees;
(iii) Paying all closing costs and making all prorations in accordance with
Sections 5.3 and 5.4 oftlús Agreement, and preparing"a closing statement of
adjustments and prorations to be approved by the County and the District (the
"Closing Statement");
(iv) Delivering to the County, or its assignee, a pro forma of an owner's
policy of title insurance (a "Title Policy") (together with the Title Company's
irrevocable commitment to deliver the original of the Title Policy to the County as
soon as possible after the closing) if a Title Policy is requested by the County, the Title
Company's certified Closing Statement, a conformed copy of the District Deed, a
conformed copy of the Covenant (if necessary), an original of each of the Assignment
of Leases and the Partial Assignment, and copies of all other documents deposited into
escrow; and
(v) Delivering to the District a pro forma ofa standard coverage A.L.T.A.
Form B-1970 owner's policy of title insurance, dated as of the Closing Date, insuring
the District as the owner of the County Property in an amount to be determined by the
District, and subject only to those exceptions shown on the Title Company's
preliminary commitment for title insurance order no. 200-10077834, dated
October 30,2002, as amended by that certain Supplemental NO.1 Title Commitment,
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dated November 21,2002, that certain Supplemental NO.2 Title Commitment, dated
November 27,2002, and that certain Supplemental No.3 Title Commitment, dated
February 14,2003 (collectively, the "District's Title Policy"), together with such
special endorsements as the District may reasonably require, including without
limitation, a "legal lot" or subdivision endorsement (together with the Title Company's
irrevocable commitment to deliver the original of the District's Title Policy to the
District as soon as possible after the closing), the Title Company's certified Closing
Statement, a conformed copy of the County Deed, an original of each of the
Assignment of Leases and the Partial Assignment, and copies of all other documents
deposited into escrow.
5.3 Closing Costs
The parties anticipate this transaction to be exempt from real estate excise taxes. The
District and the County will pay an equal share of the escrow fee. The County may assign a
portion of this obligation to the City in the Partial Assignment, provided, however, that such
assignment shall not delay the closing and the County shall remain fully liable for such
obligations notwithstanding such assignment. Each party shall pay the cost of its own Title
Policy, if any, and extended coverage and any and all other endorsements desired by such
party, and survey costs (if such party obtains its own survey). Each party shall pay the
recording costs for its respective Deed. The District shall pay the recording costs for the
Covenant. Each party shall pay its own attorneys' fees. Except as otherwise provided in this
section, all other expenses shall be paid by the party incurring such expenses.
5.4 Prorations
The County and the District shall cooperate to produce on or before the Closing Date
a schedule of prorations which is as complete and accurate as reasonably possible. All
prorations. which can be reasonably estimated as of the Closing Date shall be made in escrow
on the Closing Date. All other prorations and any adjustments to initial estimated prorations
shall be made by the County and the District within thirty (30) days following the Closing
Date or such later time as may be required, in the exercise of due diligence, to obtain the
necessary information for proration. Any net credit due one party from the other as a result of
such post-closing prorations and adjustments shall be paid to the other in cash immediately
upon the parties' written agreement to a final schedule of post-closing adjustments and
prorations.
5.4.1 Real Estate Taxes
All real estate taxes that become due and payable in the year of closing shall be
prorated between the parties based on the Closing Date. If the tax statement for the year of
closing has not been issued by the time of closing, the amounts to be paid under this paragraph
shall be estimated on the basis of the most recent tax statement and then adjusted once the tax
statement for the year of closing is issued.
mTERGOVERNMENTALEXCHANGEAGREEMENT
[09417-0025/SB023260.171 J
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EXECUfION COPY
5.4.2 Rents Under the District Leases
All rents owed by the Lessees under the District Leases shall be prorated between the
parties based onthe Closing Date. Any rents received by the District after the Closing Date
with respect to the period after the Closing Date shall be remitted to the County or its
assignee within a reasonable time after they are received.
5.5 Closing Date
The Closing Date shall be thirty (30) days after the Effective Date of this Agreement.
6. POSSESSION
Each party agrees to deliver possession of its respective Property to the other party on
the Closing Date, but the District Property shall be conveyed subject to the District Leases.
7. ASSIGNMENT
Subject to the terms of Section 2.2.3, neither .party may assign its rights under this
Agreement or delegate its obligations under this Agreement without prior written consent of
the other party. Any purported assignment that does not meet the requirements of this
Section 7 shall be void.
8. DEFAULT
If either party shall be in default of any of its obligations hereunder and such default
shall not have been cured within ten (10) days after notice thereof from the other party (or if
the default is curable, but cannot reasonably be cured within said period, there shall be no
default so long as such party begins to cure such default within said period and diligently
pursues such action to completion), the non-defaulting party shall have the right to pursue its
rights and remedies available in law or in equity. Each party shall have the right to restrain by
injunction any violation or threatened violation by any other party of any ofthe terms,
covenants, or conditions of this\Agreement, or to obtain a decree to compel performance of
any such terms, covenants, or conditions, it being agreed that the remedy at law for a breach
of any such term, covenant, or condition is not adequate.
9. ATTORNEYS' FEES
In any action to enforce the terms of this Agreement, the prevailing party shall be
entitled to recover its costs and reasonable attorneys' fees, including those on appeal.
10. SUCCESSORS AND ASSIGNS
Except as otherwise provided in this Agreement, the terms and conditions of this
Agreement shall both bind and benefit both parties and their successors and permitted assigns.
INTERGOVERNMENTAL EXCHANGE AGREEMENT
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EXECUTION COPY
11. INTEGRATION
This Agreement, together with the attached Exhibits, is the entire contract between the
parties and constitutes the final and complete expression of the parties regarding the exchange
of the Properties, and no representations, inducements, promises, understandings, or
agreements (whether express or implied, or whether oral or written) made before the
execution of this Agreement will change its terms or have any effect. This Agreement may be
changed only by a writing signed by both the County and the District.
12. SEVERABILITY
The invalidity or unenforceability of one provision of this Agreement will not affect the
validity or enforceability of the other provisions.
13. TIME
Time is of the essence in each and every covenant and condition òf this Agreement.
14. HOLIDAYS
Should the last day for giving any notice or taking any action required or permitted
under this Agreement fall on a Saturday, Sunday or legal holiday, the last day shall be
postponed until the next business day.
15. NON-MERGER
The terms and provisions of this Agreement shall not merge in, but shall survive, the
dosing of the transaction contemplated hereunder and the deeds to be delivered pursuant
thereto.
16. NOTICES
Unless expressly provided othelWise, all notices and other communications to be given
under this Agreement by either party to the other shall be in writing. All written notices shall
be sent, postage prepaid, by certified or registered mail, return receipt requested, or may be
personally delivered, and shall be deemed given three (3) business days after the date when
postmarked (if mailed) or when actually received (if personally delivered). Written notices
shall be sent to the parties at the following addresses, unless a party gives written notice to the
other party that notices shall be sent to it at another address:
To the District:
Auburn School District No. 408
915 Fourth Street N.E.
Auburn, Washington 98002
Attn: Michael Newman
Fax No: (253) 804-4502
Phone No: (253) 931-4930
INTERGOVERNMENTAL EXCHANGE AGREEMENT
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EXEClffION COPY
with a copy to:
To the County:
with a copy to:
17. COUNTERPARTS
Perkins Coie LLP
1201 Third Avenue
Seattle, Washington 98101
Attn: William L. Green
Fax No: 206/583-8500
Phone No: 206/583-8888
King County
Room 700, King Street Center
201 South Jackson Street
Seattle, Washington 98104
Attn: Bob Bums, Acting Manager,
Parks and Recreation Division, DNRP
Fax No: 206/296-8686
Phone No: 206/296-8631
King County Prosecutor's Office, Civil Division
King County Courthouse
516 3rd Avenue
Seattle, W A 98105
Attn: Peter G. Ramels
Fax No: 206/296-0191
Phone No: 206/296-9015
This Agreement may be signed in counterparts, only one of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
18. EFFECTIVE DATE
This Agreement shall be effective when duly executed and acknowledged by both
parties.
19. EXHIBITS
The following Exhibits are attached to this Agreement and by this reference are made
a part hereof:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Legal Description of the County Property
Legal Description of the District Property
Form of Assignment and Assumption of District Leases Agreement
Form of Partial Assignment ofIntergovernmental Exchange Agreement
Form of Covenant Agreement
Form of Quitclaim Deed for the County Property
Form of Quitclaim Deed for the District Property
lliITERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/88023260.171)
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EXECUI10N COpy
IN WITNESS WHEREOF, the parties have signed trus Agreement below.
The County:
KING COUNTY, a political subdivision ofthe State
of Washington
By 1àut ~
.,- ti-t~ ~D;("~rJ &.p-~ 1 µøJ,¡rcf. (lAÇc(/t"{.gS oJ. ~..s
(0....(.. '!:itIe: (J4W\ 6, '!OMIt... f(.
The District:
AUBURN SCHOOL DISTRICT NO. 408, a
municipal corporation of the State ofWasrungton
By
Name:
Title:
INfERGOVERNMENT AL EXCHANGE AGREEMENT
[09417-0025/S8023260.171)
PAGE 14
EXECUTION COPY
IN WITNESS WHEREOF, the parties have signed this Agreement below.
The County:
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
The District:
AUBURN SCHOOL DISTRICT NO. 408, a
municipal corporation of the State of Washington
By ~¿JL~
Name: L 'NOA .5. C(J)W,t' Ñ
Title: $\1 PfrllN Tf..-N"E-NT
INTERGOVERNMENTAL EXCHANGE AGREEMENT
(09417-0025/SB023260.171
PAGE 14
EXECUfION COPY
STATE OF WASlllNGTON )
) ss.
COUNTY OF ,,\ JJ\,.- )
On this ~ day of '\\A~ ,2003, before me, the undersigned, a Notary
Public in and for the ~te ofWashin n, duly commissioned and sworn, personally appeared
. \... "\ 1\ A ~ ~~ ~ W fA'" , to me known to be the person who
SIgned as 'tU~I\\<...~ . of AUBURN SCHOOL DISTRICT
NO. 408, a municipal corporation of the State of Washington, the corporation that executed
the within and for~going instrument, and acknowledged said instrument to be the free and
voluntary act and deed 1:aid corporation for the uses and purposes therein mentioned, and
on oath stated that ~ was duly elected, qualified and acting as said officer of the
corporation, that ~"'- was authorized to execute said instrument and that the seal affixed,
if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
"""""'"
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, . (Slgnatu of Notary)
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(Print or stamp name of Notary)
NOTARY PUBLIC in and ~. tate ~
of Washington, residing at / tuG.¿ ~! - -.
My appointment expires: . . ð" -9 -ó <- .
INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023260.171 J
PAGE 15
EXECUTION COPY
STATE OF WASHINGTON )
It ) ss.
COUNTY OF J..(n~ )
On this ~ day of :Ju tv , 2003, before me, the undersigned, a Notary
Publi'f¡in and for the State ofWasrurlgton, duly commissioned and sworn, personally appeared
-----=ttIm ßí 5JtXI...ûQtte_ , to me known to be the person who
. signed as .D N t1 P ..oI reðtú( of KING COUNTY, a political subdivision
of the State of Washington, the county that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation
for the uses and purposes therein mentioned, and on oath stated that 5 he- was duly
elected, qualified and acting as said officer of the county, that S ht>. was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said county.
IN WITNESS WHEREOF I have hereuntò set my hand and official seal the day and
year first above written.
\\\"" \I" 11111
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$" ~~....~'!t$'ON ti÷.:tcf ~
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INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/5B023260.171)
(~~þ ¡2 -j0Jh~
(Signature of Notary) .
dl (I' 511 l1e rz. La /Lass i
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the.S~ate J
of Washington, residing at ~r qd~
My appointment expires: ,1, '-f I 0
PAGE 16
EXECUTION COPY
EXHIBIT A
to Intergovernmental Exchange Agreement
LEGAL DESCRIPTION OF THE COUNTY PROPERTY
THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 4, TOWNSIDP 21 NORTH, RANGE 5
EAST OF THE WILLAMETTE MERIDIAN, KING COUNTY, W ASlllNGTON,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID NORTH HALF OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4,
TOWNSlllP 21 NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN;
THENCE SOUTH 87°36'42"EAST ALONG THE NORTH LINE OF SAID
SUBDIVISION 1291.67 FEET TO THE WEST MARGIN OF 132ND AVENUE EAST
(LOCATED 30 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 4);
THENCE SOUTH Olo29'46"WEST ALONG SAID WEST MARGIN 337.77 FEET
TO A LINE PARALLEL WITH AND 337.73 FEET SOUTHERLY (WHEN MEASURED
AT RIGHT ANGLES) OF SAID NORTH LINE OF SAID SUBDIVISION;
THENCE NORTH 87°36'42"WEST ALONG SAID PARALLEL LINE 1292.14
FEET TO THE WEST LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 4;
THENCE NORTH Olo34'2S"EAST ALONG SAID WEST LINE 337.76 FEET TO
THE POINT OF BEGINNING.
SITUATE IN KING COUNTY, W ASIllNGTON.
THE BASIS OF BEARINGS AND THE SECTION BREAKDOWN USED FOR
TIllS DESCRIPTION IS RECORD OF SURVEY FILED IN BOOK 142 OF SURVEYS AT
PAGE 12 UNDER RECORDING NUMBER 20001212900014, RECORDS OF KING
COUNTY, WASHINGTON.
EXHIBIT A TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025ISB023260.171)
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EXHmIT B
to Intergovernmental Exchange Agreement
LEGAL DESCRIPTION OF THE DISTRICT PROPERTY
PARCEL A
THE NORTH 264 FEET OF THE WEST 'l1 OF LOT 2 OF SHORT PLAT NO. 477006 AS
RECORDED UNDER RECORDING NO. 7805090949, RECORDS OF KING COUNTY
WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELB:
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST 'l1 THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELC:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
EXHIBIT B TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
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EXEClTfION COPY
EXHmIT C
to Intergovernmental Exchange Agreement
FORM OF ASSIGNMENT AND ASSUMPTION OF DISTRICT LEASES
AGREEMENT
EXHIBIT C TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
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PAGE 1
EXECUTION COpy
ASSIGNMENT AND ASSUMPTION OF LEASES
TIllS ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignment") is
dated this _ day of , ~003, by and between AUBURN SCHOOL DISTRICT
./ NO. 408, a municipal corporation of the State of Washington ("Assignor"), and THE CITY
OF AUBURN, a municipal corporation ofthe State ofWasmngton ("Assignee").
RECITALS:
A Pursuant to that certain Intergovernmental Exchange Agreement dated
~ 2003 ("Exchange Agreement"), between Assignor and King County, a
. municipal corporation of the State of Washington (the «County"), Assignor and the County
are exchanging certain properties more particularly described in the Exchange Agreement.
Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them
in the Exchange Agreement.
B. Pursuant to a Partial Assignment of Intergovernmental Exchange Agreement of
even date herewith, the County has directed Assignor to convey the District Property directly
to Assignee. Assignee has agreed to accept the District Property ITom Assignor.
C. Assignor is the landlord under (i) that certain Residence Lease, dated July 9,
200 I, between Assignor and Sheila McCord, and (ii) that certain Residence Lease, dated July
24,2001, among Assignor, Christopher McNabb and Patricia McNabb, which are collectively
referred to herein as the «Leases." Copies of the Leases are attached hereto as Exhibit A
D. As a condition precedent to the closing of the transaction contemplated by the
Exchange Agreement, Assignor has agreed to assign and Assignee has agreed to assume all of
Assignor's obligations under the Leases.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and conditions contained
herei~ the parties agree as follows:
1. Assignment and Assumption
Assignor assigns and transfers to Assignee all of Assignor's right, title and interest in
and to the Leases, including all rents, charges,· deposits and other sums due, accrued or to
become due thereunder after the Closing Date. Assignee assumes any and all of Assignor's
obligations of any kind or nature under the Leases that arise or accrue after the Closing Date.
ASSIGNMENT AND ASSUMPTION OF LEASES
[09417-OO25/8B023 180200)
PAGE 1
EXECUTION COpy
2. Indemnification
2.1 By Assignee
Assignee agrees to fully, completely and unconditionally indemnify and hold Assignor
harmless from and against all claims, losses, expenses, liabilities, damages, including without
limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any
claim, which may be asserted against Assignor, or which Assignor may incur or suffer, and
which arise from and after the Closing Date and result from or relate directly or indirectly to
the performance of the landlord's obligations under the Leases.
2.2 ·By Assignor
Assignor agrees to fully, completely and unconditionally indemnify and hold Assignee
harmless from and against all claims, losses, expenses, liabilities, damages, including without
limitation, interest and penalties, attorneys' fees, and all amounts paid in settlement of any
claim, which may be asserted against Assignee, or which Assignee may incur or suffer, and
which arise prior to the Closing Date and result from or relate directly or indirectly to the
performance of the landlord's obligations under the Leases prior to the Closing Date.
Notwithstanding anything herein to the contrary, Assignor shall have no obligation to
indemnify Assignee against, and the indemnification provided under this Section 2.2 shall not
cover, any claims of tenants or any other third party based on the physical condition of the
District Property from and after the Closing Date, including but not limited to (i) any claim or
demand that the District Property be placed in a better condition of rèpair than existed as of
the Closing Date, and (ii) any claim that damages or liabiHties arose after the Closing Date as
a result of the physical condition of the District Property at closing.
3. Attorneys' Fees
In the event of any litigation between Assignee and Assignor, declaratory or
otherwise, in connection with this Assignment, the prevailing party shall recover its costs and
attorneys' fees actually incurred, which shall be determined and fixed by the court as part of
the judgment. The parties covenant and agree that they intended by this section to
compensate for attorneys' fees actually incurred by the prevailing party to the particular
attorneys involved at such attorneys' then normal hourly rates and that this section shall
constitute a request to the court that such rate or rates be deemed reasonable.
4. Binding Effect
This Assignment shall be binding on and inure to the benefit of the Assignor, Assignee
and their respective successors and assigns.
5. Counterparts
This Assignment may be executed in several counterparts, each of which shall be
deemed an original, and the counterparts together constitute one and the same agreement,
notwithstanding that all parties are not signatories to the original or the same counterpart.
ASSIGNMENT AND ASSUMPTION OF LEASES
{09417-0025/SB023180200
PAGE 2
EXECurrON COpy
6. Governing Law
This Assignment shall be construed and enforced in. accordance with the laws of the
State of Washington.
(The remainder of this page is intentionally left blank.)
ASSIGNMENT AND ASSUMPTION OF LEASES
[09417-OO25/SOO23180200)
PAGE 3
EXECUTION COPY
IN WITNESS WHEREOF, the Assignor and Assignee have executed this Assignment
the day and year first above written.
ASSIGNMENT AND ASSUMPTION OF LEASES
(09417-0025/SB023180200)
ASSIGNOR:
AUBURN SCHOOL DISTRICT NO. 408, a
municipal corporation of the State of
Washington
By:
Name:
Title:
ASSIGNEE:
THE CITY OF AUBURN, a municipal
corporation of the State of Washington
By
Name:
Title:
Attest:
By
Name:
Title:
Approved as to Form:
By
Name:
Title:
PAGE 4
EXEClfflON COPY
STATE OF W ASlllNUTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
person who signed as of CITY OF AUBURN, the
corporation that executed the within and foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said corporation for the uses and
. purposes therein mentioned, and on oath stated that was duly elected, qualified and
acting as said officer of the corporation, that was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
ASSIGNMENT AND ASSUMPTION OF LEASES
[09417~25ISB0231802001
PAGE 5
EXEClJI10N COPY
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
person who signed as of AUBURN SCHOOL
DISTRICT NO. 408, the corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the tree and voluntary act and deed of said corporation
for the uses and pUTposes therein mentioned, and on oath stated that was duly
elected, qualified and acting as said officer of the corporation, that was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
ASSIGNMENT AND ASSUMPTION OF LEASES
[09417-0025/S80231802OO)
(Signature of Notary)
(print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PAGE 6
EXECUfION COPY
ASSIGNMENT AND ASSUMPTION OF LEASES
[09417-0025/S80231802OO)
EXHIBIT A
Leases
PAGE 7
EXECUfION COPY
EXHIBIT D
to Intergovernmental Exchange Agreement
FORM OF PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT
EXHIDIT D TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/88023260.171]
PAGE 1
EXECUTION COPY
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT
TillS PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE
AGREEMENT ("Partial Assignment") is made as of -,2003, by and
between KING COUNTY, a political subdivision of the State of Washington ("Assignor"),
and the CITY OF AUBURN, a municipal corporation ofthe State of Washington
("Assignee").
RECITALS
A. Assignor and the Auburn School District No. 408, a municipal corporation of
the State of Washington (the "District"), are parties to that certain Intergovernmental
Exchange Agreement, dated -,2003 (the "Exchange Agreement").
Capitalized terms used in this Partial Assignment shall have the same meanings ascribed to
them in the Exchange Agreement.
B. Pursuant to the Exchange Agreement, Assignor has agreed to transfer
ownership of the County Property to the District in exchange for the District Property, which
District Property is more particularly described herein on Exhibit A.
C. For the reasons stated in the Exchange Agreement, Assignor does not wish to
own the District Property, but instead desires to cause the District to transfer ownership of the
District Property to Assignee.
D. Assignee desires to own the District Property upon the terms and conditions
set forth in the Exchange Agreement.
E. The parties hereto desire to effect the assignment to Assignee of all of
Assignor's rights, interests, warrànties and obligations in connection with and related to the
transfer of the District Property under the Exchange Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
,
1. Assignor hereby assigns, conveys and delivers to Assignee all of Assignor's
rights, interests, warranties and obligations in connection with and related to the transfer of
the District Property under the Exchange Agreement.
2. Assignee hereby accepts the assignment, conveyance and delivery of
Assignor's rights, interests, warranties and obligations in connection with and related to the
PART~ ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/88023360.243 )
PAGE 1
EXECUTION COPY
transfer of the District Property under the Exchange Agreement, and assumes and agrees to be
bound by all the terms, conditions and obligations of Assignor in connection with and related
to the transfer of the District Property under the Exchange Agreement from and after the date
hereof
3. Assignor's assignment hereunder is not an assignment or delegation of
Assignor's rights, interests, warranties, duties, or obligations in connection with and related to
the transfer of the County Property under the Exchange Agreement.
4. Assignor and Assignee shall pay equal shares of the County's share of the
escrow fee as set forth in Section 5.3 of the Exchange Agreement.
5. Assignor agreed to indelIlIlifY, defend, and hold harmless Assignee, and
Assignee's successors and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees arising out of or in any way connected to
(a) Assignor's failure to perform any obligation required by this Assignment and/or by the
Exchange Agreement, and (b) Assignor's breach of any representation or warranty provided
to the District in the Exchange Agreement.
6. Assignee agrees to indemnify, defend, and hold harmless Assignor, and
Assignor's successors and assigns, from and against any and all damage, claim, liability, or
loss, including reasonable attorney's and other fees arising out of or in any way connected to
(a) Assignee's failure to perform any obligation required by this Assignment and/or by the
Exchange Agreement, and (b) Assignee's breach of any representation or warranty provided
to the District in the Exchange Agreement.
7. This Partial Assignment shall be governed by and construed in accordance with
the laws of the State of Washington.
8. The prevailing party in any action or proceeding between the parties relating to
this Partial Assignment shall be entitled to recover its reasonable attorneys' fees and costs and
expenses incurred in connection with such action or proceeding from the other party.
9. This Partial Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall constitute in one and
the same instrument.
[The remainder of this page is intentionally left blank.)
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/SB023360.243 J
PAGE 2
EXECUflON COPY
IN WITNESS WHEREOF, this Partial Assignment was made and executed as of the
date first above written.
Assignor:
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
Assignee:
CITY OF AUBURN, a municipal corporation ofthe
State of Washington
By
Name:
Title:
Consented to and Agreed by:
AUBURN SCHOOL DISTRICT NO. 408,
a municipal corporation of the State of Washington
By
Name:
Title:
PARTIALAS8IGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
{09417 -0025/88023360.243)
PAGE 3
EXECUTION COPY
STATE OF W ASIllNGTON )
) ss.
COUNTY OF )
On this day of ,2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of AUBURN SCHOOL DISTRICT
NO. 408, a municipal corporation ofthe State of Washington, the corporation that executed
the within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein mentioned, and
on oath stated that was duly elected, qualified and acting as said officer of the
corporation, that was authorized to execute said instrument and that the seal affixed,
if any, is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first abové written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
{09417-OO25/SB023360.243 ]
PAGE 4
EXECUTION COPY
STATE OF W ASIllNGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me kn()WI1 to be the person who
signed as of KING COUNTY, a political subdivision .
of the State of Washington, the county that executed the within and foregoing instrument, and
acknowledged said instrument to be the tree and voluntary act and deed of said county for the
uses and purposes therein mentioned, and on oath stated that was duly elected,
qualified and acting as said officer of the county, that was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said county.
IN WITNESS WHEREOF I have hereunto set myhand and official seal the day and
year first above written.
(Signature of Notary)
(print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL AS8IGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/88023360.243 ]
PAGE 5
EXEClffION COPY
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as ofthe CITY OF AUBURN, a municipal
côrporation of the State of Washington, the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the tree and voluntary act and
deed of said corporation for the uses and purposes therein mentioned, and on oath stated that
was duly elected, qualified and acting as said officer of the corporation, that
was authorized to execute said instrument and that the seal affixed, if any, is the
corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto se~ my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
(09417-0025/SB023360.243)
PAGE 6
EXECUTION COPY
EXIllBIT A
to the Partial Assignment
Legal Description of the District Property
PARCEL A:
THE NORTH 264 FEET OF THE WEST ~ OF LOT 2 OF SHORT PLAT
NO. 477006 AS RECORDED UNDER RECORDING NO. 7805090949, RECORDS
OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELB:
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
EXCEPT THE NORTH 264 FEET OF THE WEST ~ THEREOF;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCEL C:
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED
AS TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
PARTIAL ASSIGNMENT OF INTERGOVERNMENTAL EXCHANGE AGREEMENT
(094 I7-OO25/SB023360.243)
PAGE 1
EXECUfION COPY
EXHmIT E
to Intergovernmental Exchange Agreement
FORM OF COVENANT AGREEMENT
EXIllBIT E TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[09417-0025/8B023260.171)
"
PAGE 1
EXECUTION COPY
20030908000568.001
Return Address
--- --
IØl31lllllllllll1
~==S=p~ ¡I COY 3e.8I
011/e1/2883 88~10
KING COUNTY, IJA
King County Prosecutor's Office, Civil DiviSIon
King County Courthouse
51631'<1 Avenue
Seattle, WA 98105
Attn: Pete Ramels, Esq.
Document Title(s) (or transactlons contained therem) /o1Go~
1 Covenant Agreement dlX) -/CfJ'ÍJ7CJd.q
2 it> 7 ~-S-d.8 K-I(
~Îb-5;¡i KLJ
Reference Number(s) of Documents assIgned or partially released:
(on page _ of documents(s»
Grantor(s) (Last name first, then first name and Imtlals)
1 City of Auburn ALED FOR RECORD AT T~F Rf:QU~STOf
2 TAANSNATION TITLE INSURANCE Co.
3 o AddItIOnal names on page _ of document
Grantee(s) (Last name first, then first name and IllIUaIS)
1 Kmg County
2
3 o Addluonal names on page _ of document
Legal description (abbreVIated I e lot, block, plat or seenon, township, range)
STR042105 TAX LOT 60 N 264FT OF W ';2 OF LOT 2 OF KCSP 477006 REC NO 7805090949,
STR 042105 TAX LOT 71 LOT 2 LESS N 264 FT OF W ';2 THOF OF KCSP 477006 REC NO
7805090949,
STR 042105 TAX LOT 61 LOT 3 SHORT PLAT #477006 REC AF #7805090949
ŒJ Full legalIs on Page 8 of document
Assessor's Property Tax Parcel/Account Number
0421059060,0421059061,0421059071
[09417-0025/SB023180 229)
[EXECUTION COPY]
20030908000568.002
COVENANT AGREEMENT
THIS COVENANT AGREEMENT IS made thIS _ day of , 2003
("Covenant"), by and between the CITY OF AUBURN, a mumclpal corporatlon of the State
ofWashmgton (the "City"), and KING COUNTY, a pohtlCal subdIV1SIon of the State of
Washmgton (the "County")
RECITALS
A Pursuant to that certam Intergovernmental Exchange Agreement dated
::r v l'1 J"3 L 2003 ("Exchange Agreement"), between the Auburn School DIstnct
No 408, a mumc1pal corporatlOn ofthe State ofWashrngton (the "Ðlstnct"), and Kmg
County, the DIstnct and the County are exchangmg certam propertIes more part1cularly
descnbed m the Exchange Agreement
B Pursuant to a PartIal Assignment of Intergovernmental Exchange Agreement,
dated .1 v\'j '3 \ [ , 2003 ("PartIal Assignment"), the County has dIrected the Dlstnct to
convey the Dlstnct's property, as more partIcularly descnbed herem on ExlubIt A (the
"Dlstnct Property"), dIrectly to the City
C The City has agreed to accept the DIstnct Property from the Dlstnct
D Pursuant to that certam Intergovernmental Land Transfer Agreement Between
Kmg County and the CIty of Auburn dated :r v l~ 3 I , 2003 ("Transfer
Agreement"), the County has agreed to convey to the Ity a property, more particularly
descnbed herem on ExhIbIt B ("Jacobsen Parcel"), WhICh IS located m the rmmemate VICInIty
of the Dlstnct Property
E As part of the consIderatIOn for executmg the PartIal AssIgnment III favor of
the CIty and the Transfer Agreement With the City, and as a condItIOn of the County causmg
the Drstnct to convey the Dlstnct Property dIrectly to the CIty and of the County conveymg
the Jacobsen Parcel d1rectly to the City, the County reqUires that the use of the Dlstnct
Property be restncted In perpetUlty solely to use for publIc park or recreatlOn purposes
F The CIty desIres to encumber the DIstnct Property with tlus Covenant III
exchange for rece1vmg the Dlstnct Property and the Jacobsen Parcel
G The County, under the authonty ofRCW 3689050, KIllg County
ResolutIon 34571 and other federal, state and county laws, has acqUired and developed a
substantlal park, recreatlOn and open space system that depends on the contmued operatlOn of
many mdlvldual propertIes and facIlItIeS m order to fully serve the needs of the resIdents of
Kmg County and the CItieS Wtthm It The County's park, recreatIon and open space system m
COVENANT AGREr:MENT
[094l7-0025fSB023180 229]
PAGEl
[EXECUTION COpy]
20030908000568.003
the area of the DIstrict Property wIll depend on the contmued use m perpetUIty of the DIstnct
Property for park or recreatIOnal purposes
H To the extent the CIty proVIdes scholarshIps, reduced fees or other means of
assurIng access to parks and recreatIonal programmmg for CIty resIdents, the CIty has a goal
of ensurIng that such scholarsh1ps or other needs-based rates and programs are avaIlable to all
persons des1f1ng to use Its park and recreatIonal programs regardless of resIdency
AGREEMENT
NOW, THEREFORE, In consideratIOn of the County causmg the Distnct to convey
the DIstnct Property directly to the City, of the County conveymg the Jacobsen Parcel dIrectly
to the City, of the mutual covenants and representatIOns contamed In this Agreement, and of
other good and valuable consIderatIOn, the receIpt and sufficIency of whIch are acknowledged,
the partIes agree as follows
1. Covenant
The CIty declares and covenants that the Dlstnct Property shall be used m perpetUity
for park or recreatIOn purposes unless other eqUlvalent lands or faclhtles wlthm the county or
the City m wluch the Distnct Property is located are received m exchange therefor and the
replacement lands or faclhtIes are used m perpetuity for park or recreation purposes
The City further covenants that It wIll not hrmt or restrIct access to and use of the
DIstnct Property by non-cIty resIdents III any way that does not also apply to City residents
The CIty covenants that If dIfferentIal fees for non-city residents are Imposed, they will be
reasonably related to the cost borne by City taxpayers to mamtam, improve or operate the
Distnct Property for parks and recreatron purposes
2. Enforcement
The County may enforce the terms oftms Covenant by means of eqUitable action,
whICh shall specifically mclude the nght to restram by injunctIon any viOlatiOn or threatened
vIOlation of the covenants set forth m tills Covenant, or to obtam a decree to compel
performance of any such terms, covenants and condltlons, the City agreemg that the remedy at
law for a breach of any such term, covenant or condItIon IS not adequate
3. Successors and Assigns
The CIty agrees that the Dlstnct Property shall be held, used and occupied subject to
the covenants, condltlOns and restnctIons set forth herem, and that said covenants, conditIons
and restnctIons shall touch and concern and run With title to the Dlstnct Property for the
benefit of the County and the County land that makes up its pubhc park, recreatIon and open
space system The covenants, conditions and restnctions set forth herem shall be bmdmg on
COVENANT AGREEMI:.NT
[09417-0025/80023180229]
PAGE 2
[EXLCUTION COPY]
20030908000568.004
all parties havmg any nght, tItle, or mterest m the Dlstnct Property or any portIon thereof, and
theIr respectIve successors and assIgns
(The remamder of this page IS mtentwnally left blank)
COVENANT AGREEMENT
(09417-0025/SB023 180 229)
PAGE 3
¡LXECUT10N COpy]
20030908000568.005
IN WITNESS WHEREOF, the undersigned has duly caused tills Covenant Agreement
to be executed as of the day and year first above wntten
CITY OF AUBURN, a mumcipal corporatiOn of the
State of Washmgton
BY~ ~
Name Peter B. Lewis
Title Mayor
Date July 23, 2003
Attest 1l
BY.~~
Danielle Daskam
C~ ty Clerk
July 23, 2003
Name
Title
Date
By
COVENANT AGR!:!:MENT
[09417 ..()025/SB023 180 229]
PAGE 4
[EXECUTION COPY]
20030908000568:006
KING COUNTY, a pohtIcal subdlV1SlOn of the State
ofWashmgton
Attestji, ~
By Nmne ~t~~
TItle J,~'..r\..o~ ewd s.,.\~ é)Çf~l--V-
Date J.,. f: /0 ~
APP~
By Nam --: ?..,¡..,.: (;.. ~:'.l~
TItle ~~ n~" fMrewL-z ~ø.tq
Date <õ t'S 0 ~
COVENANT AGRLEMENT
[09417-0025ISBû23 180 229]
PAGE 5
[EXECUTION COPY]
20030908000568.007
STATE OF WASHINGTON)
~ ~ ) ss
COUNTY OF ~ ) ,
On tills ~ day O~I' 0 . ""~ 2003, before me, the undersigned, a Notary
m d for t¥jtate of~ comnusslOned and sworn, personally appeared
~- to me known to be the person who
of CITY OF AUBURN, the corporatlOn that
executed the Wltilln and egomg mstrument, and acknowledged satd mstrument to be the
!Tee and voluntary act and deed ~orporatlOn for the uses and purposes therem
mentlOned, and on oath stated th was duly elected, qualIfied and actmg as said
officer of the corporatIon, that was authorized to execute said mstrument and that
the seal affixed, If any, IS the corporate sea! of saId corporatIon
IN WITNESS WHEREOF I have hereunto set my hand and OffiCIal seal the day and
year first above wntten
-""'" ~
_---~\CHA~ \\\\
,,:- ~ ..........D~ \1
~ ..·~ON '. 0 "
f .t...~'? 4¡(>~....'1--', (Slgnatur [Notary)
~ð[l"o~Y t\¡ ~ \~a {?;cJL cb
~ ~ () pUBÙC, ... ;' ),r"" í\^--
"..... ....Þ< .....' ~j (pnnt or st p name of Notary)
I, &., 1-9·v...~&~
1\ ~;;.........¢:,~ ¿
\\\~~ OF\N _--
\,,'''.......--
NOTARY PUBLIC m and f~
ofWashmgton, residmg at ~
My appomtment expIres \ ð
COVENANT AGREEMENT
[094I7-0025/SB023180 229)
PAGE 6
{EXECUTION COPY]
20030908000568.008
STATE OF WASHINGTON )
) ss
COUNTY OF )L:.\'~ S )
On trns 2 ?hday of f1.\9~9~ r-- ,2003, before me, the undersIgned, a
Notary Pubhc m and f0rJ;e State ofWashmgton, duly comnnsslOned and sworn, personally
appeared \"'\CV'-c9l¿ I I£:..,~ l \ v/ ' to me known to be the
person who signed as H<-~Ch~.... ./ Jþ~V\I\£<'^"'5~t- \ Dt'SJfKING COUNTY, the county
that executed the wltlun and foregomg mstrument, and acknowledged saId mstrument to be
the free and voluntary act and deed of saId county for the uses and purposes therem
mentIOned, and on oath stated that V\, Q..,- was duly elected, qualIfied and actmg as saId
officer of the county, that \r\ ~ was authonzed to execute saId mstrument and that the
seal affixed, If any, IS the corporate seal of said county
IN WITNESS WHEREOF I have hereunto set my hand and offiCIal seal the day and
year first above wrItten
. /,., - \\\\\1111/1///1
.,'. ,,\\\\ () S S T 1'/ /1111
I. ~ ~ ~ ......... 0 À~ //
$" ~ '...~~\.¡,S\ON E;';;·.:-'7.ð ~
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~"/ ,/' ¡..... ..~..\......~ <::J. ,0$"
"'11/ OF WA~~\\''''''
///11111111 \ \\\\
, ,
At ¡¡ TZ
(Signature of Notary)
~ Ðb~t ~ 'J-t.<9~.......
(pnnt or stamp name of Notary)
NOTARY PUBLIC In and for the State
ofWashmgton, res1dmg at ~tf1-c, Vv ¡.J-
My appomtment expires I b I -ç"-; ¿I.!X?L/
COVENANT AGREEMENT
[09417-0025/SB023 180 229]
PAGE 7
[EXECUTION COpy]
l0030!Ô8ððð5ðð.öð9
EXHmIT A
to the Covenant Agreement
Legal Description of the District Property
PARCEL A
THE NORTII 264 FEET OF THE WEST ~ OF LOT 2 OF SHORT PLAT NO 477006 AS
RECORDED UNDER RECORDING NO 7805090949, RECORDS OF KING COUNTY
WASHINGTON,
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT,
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
PARCEL B
LOT 2 OF SHORT PLAT NO 477006 AS RECORDED UNDER RECORDING
NO 7805090949, RECORDS OF KING COUNTY WASHINGTON,
EXCEPT THE NORTH 264 FEET OF THE WEST Y2 THEREOF,
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT,
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
PARCEL C
LOT 3 OF SHORT PLAT NO 477006 AS RECORDED UNDER RECORDING
NO 7805090949, RECORDS OF KING COUNTY WASHINGTON,
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT,
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
EXHIBIT A TO COVENANT AGREEMENT
[09417-002SISB023180 229J
PAGE 8
[EXECUTION COpy)
20030!ð8ðOO!!ð6.ô 10
EXHIBIT B
to the Covenant Agreement
Legal Description of the Jacobsen Parcel
PARCEL A
LOTS 1 AND 4, AS DELINEATED ON KING COUN1Y SHORT PLAT NO R477006,
RECORDED UNDER KING COUNTY RECORDING NO 7805090949, BEING A
PORTION OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4 OF SECTION 4,
TOWNSHIP 21 NORTH, RANGE 5 EAST, W M, IN KING COUNTY, WASHINGTON
SUBJECT TO
I) Easement and the tenns and conwtlons thereof
GRANTEE Umted States of Amenca
PURPOSE Mamtam, repaJr, rebUIld, operate and patrol one or more
electnc transnusslOn Imes, and one or more telephone
and/or telegraph Imes rncludmg the nght to erect such
poles and other tranSl111SSlOn Ime structures, wrres, cables,
and the appurtenances thereto
AREA AFFECTED A 100 ft stnp Iymg along the southerly portIon of Parcel A
RECORDED December 17, 1940
RECORDING NO 3137083
2) RIght to enter the land to make repaJ.rs and the nght to cut brush and trees which
COnstitute a menace or danger to the electnc tranSl111SSlOn hne adjomrng the land,
as granted m mstrument recorded l.U1der Recordmg No 3137083
3) Easement and the tenns and conditIOns thereof
GRANTEE Umted States of Amenca
PURPOSE Covmgton Tacoma transl111SSlon lmes
AREA AFFECTED A 100 ft stnp Iymg along the southerly portIon of Parcel A
RECORDED August 29, 1942
RECORDING NO 3261548
4) RIght to enter the land to make repaJ.rs and the nght to cut brush and trees which
constitute a menace or danger to the electnc tranSl111SSlOn hne adJornrng the land,
as granted In Instrument recorded Wlder RecordIng No 3261548
5) RIght to make necessary slopes for cuts or fills upon the land herem descnbed as
granted to KIng CoWlty by deed recorded Wlder Recordmg No 7804130590
AFFECTS Lot 1
EXHIBIT A TO COVENANT AGRtEMENT
(09417-O<J25fSB023180 229]
PAGE 9
(EXECUTION COpy]
20030908000568.011
6) Easement and the tenns and condIttons thereof
PURPOSE To InStall, mamtam and repaIr dramage facIlIty
AREA AFFECTED Parcel A and other property
RECORDED Apn114,1978
RECORDING NO 7804140877
7) Easement and the tenns and conwnons thereof
PURPOSE Pennanent easement for mgress, egress and utilities over
Tract X
AREA AFFECTED The North 30 feet of Parcel A
RECORDED May 19, 1978
RECORDING NO 7805190191
8) All covenants, condItIOns, restnctlOns, reservatIons, easements or other servItudes, If any,
dIsclosed by Short Plat No R477006, recorded under King County Recordmg No
7805090949,
9) Road and mterceptor dram system constructIon and mamtenance agreement Imposed by
Instrument recorded on June 7, 1978, under Record1ng No 7806070243,
10) Easement for underground electnc transnussIon system and the tenns and condItIons thereof
GRANTEE Puget Sound Power & LIght Company, a Washmgton
corporation
PURPOSE An underground electnc transmISSIon and/or chstnbunon
system
AREA AFFECTED The North 37 feet of Lot 1
RECORDED January 16, 1979
RECORDING NO 7901160711
PARCEL B
AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES AS FOLLOWS
THE SOUTH 1/2 OF A CUL·DE-SAC WIlli A RADIUS OF 25 FEET, THE CENTER OF
WHICH IS THE NE CORNER OF THE ABOVE DESCRIBED LOT 4, AND THE NORTH 30
FEET OF THE EAST 3/4 OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4, AND THAT
PORTION OF A CURVE HAVING A 25 FOOT RADIUS BEING TANGENT TO THE WEST
LINE OF THE WEST 30 FEET OF 132ND AVE SE AND TANGENT TO THE SOUTH LINE OF
THE NORTH 30 FEET OF THE SOUTH 1/2 OF THE SE 1/4 OF THE NE 1/4 OF SAID SECTION
4, EXCEPT THE EAST 30 FEET THEREOF CONVEYED TO KING COUNTY FOR ROAD
PURPOSES UNDER KING COUNTY RECORDING NO 7804130590
EXHIBIT A TO COVENANT AGREEMENT
[094I7-0025/SB023I80 229]
PAGEIO
[EXECtJfION COPY]
2003090S000eôS.012
PARCEL C
THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21 NORTH, RANGE 5 EAST OF TIlE
WILLAMETTE MERIDIAN, KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS
COMMENCING AT THE NORTHWEST CORNER OF SAID NORTH HALF OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21
NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN, THENCE ALONG THE WEST
LINE OF SAID SUBDMSION SOUTH 0l034'25'WEST 337 76 FEET TO A LINE PARALLEL
WITH AND 337 73 FEET SOUTHERLY OF THE NORTH LINE OF SAID SUBDIVISION, AND
THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION, THENCE SOUTH
87°36'42"EAST ALONG SAID PARALLEL LINE 1292 14 FEET TO THE WEST MARGIN OF
132ND A VENUE EAST (LOCATED 30 FEET WESTERLY OF THE EAST LINE OF SAID
SECTION 4), THENCE SOUTH 01 °29'46'WEST ALONG SAID WEST MARGIN 17094 FEET
TO THE NORTHEAST CORNER OF THE LANDS DESCRlBED IN DEED TO DONALD L
FRANKLIN AND KATHLEEN D FRANKLIN, HUSBAND AND WIFE, RECORDED UNDER
RECORDING NUMBER 7907170145, RECORDS OF SAID COUNTY, THENCE ALONG THE
NORTH LINE OF SAID LANDS NORTH 87°41 '44'WEST 12001 FEET TO THE NORTHWEST
CORNER OF SAID LANDS, THENCE ALONG THE WEST LINE OF SAID LANDS SOUTH
01°29'46'WEST 15001 FEET TO THE SOUTH LINE OF THE NORTH HALF OF THE
SOUTHEAST QUARTER OF TIlE NORTHEAST QUARTER OF SAID SECTION 4, THENCE
NORTH 87°41'44'WEST ALONG SAID SOUTH LINE 1172 53 FEET TO SAID WEST LINE OF
SAID SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4,
THENCE ALONG SAID WEST LINE NORTH Olo34'25"EAST 32285 FEET TO THE TRUE
POINT OF BEGINNING
(CONTAINING 9 1359 ACRES, MORE OR LESS)
SITUATE IN KING COUNTY, WASHINGTON
THE BASIS OF BEARINGS AND SECTION BREAKDOWN USED FOR THIS DESCRIPTION
IS RECORD OF SURVEY FILED IN BOOK 142 OF SURVEYS AT PAGE 12 UNDER
RECORDING NUMBER 20001212900014, RECORDS OF KING COUNTY, WASHINGTON
EXHIBIT A TO COVENANT AGRtEMENT
[094J 7-0025/SB023180 229]
PAGE 11
[EXI:CUTJON COPY]
EXHIBIT F
to Intergovernmental Exchange Agreement
FORM OF QUITCLAIM DEED
FOR THE COUNTY PROPERTY
EXHIDrr F TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
[094I7-0025/SB023260.171 ]
PAGE 1
EXECUTION COpy
Return Address
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101
Attn: Jacek Pawlicki, E .
Document Title(s) (or transactions contained therein):
1. Quitclaim Deed
2.
Reference Number(s) of Documents assigned or released:
(on page _ of documents(s»
Grantor(s) (Last name first, then first name and initials):
1. King County
2.
3. 0 Additional names on page _ of document
Grantee(s) (Last name first, then first name and initials):
1. Auburn School District No. 408
2.
3. 0 Additional names on page _ of document
Legal description (abbreviated: i.e. lot, block, plat or section, township, range)
STR 042105 TAX LOT 57 N Y2 OF SE Y4 OF NE Y4 LESS E 150 Ff OF S 150 Ff LESS CO RD
ŒJ Full legal is on page 3 of document
Assessor's Property Tax Parcel/Account Number
0421059057
[09417-0025/SB023180.168]
EXECUTION COPY
QmTCLAIM DEED
GRANTOR, KING COUNTY, a political subdivision of the State of Washington, for
and in consideration ofTen Dollars and other good and valuable consideration, conveys and
quitclaims to AUBURN SCHOOL DISTRICT NO. 408, a municipal corporation of the State
of Washington, that certain real property situated in King County, Washington, more
particularly described on Exhibit A attached hereto and incorporated herein by this reference,
together with all after-acquired title of Grantor therein.
DATED this
day of
, 2003.
KING COUNTY, a political subdivision of the State
of Washington
By
Name:
Title:
QUITCLAIM DEED
[09417-OO25/SB023180.168)
PAGE 1
EXECUfION COPY
STATE OF W ASIDNGTON )
) ss.
COUNTY OF )
On this _ day of , 2003, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the person who
signed as of KING COUNTY, a political subdivision
of the State of Washington, the county that executed the within and foregoing instrument, and
acknowledged said instrument to bethe tree and voluntary act and deed of said county for the
uses and purposes therein mentioned, and on oath stated that was duly elected,
qualified and acting as said officer of the county, that was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at
My appointment expires:
QUITCLAIM DEED
(09417-OO25/8B023180.168]
PAGE 2
EXECUTION COPY
EXHIBIT A
to the Quitclaim Deed
Legal Description
THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 21 NORTH, RANGE 5
EAST OF THE WILLAMETTE MERIDIAN, KING COUNTY, WASHINGTON,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID NORTH HALF OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4,
TOWNSHIP 21 NORTH, RANGE 5 EAST OF THE WILLAMETTE MERIDIAN;
'THENCE SOUTH 87°36'42"EAST ALONG THE NORTH LINE OF SAID
SUBDIVISION 1291.67 FEET TO THE WEST MARGIN OF 132ND AVENUE EAST
(LOCATED 30 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 4);
THENCE SOUTH 01°29'46"WEST ALONG SAID WEST MARGIN 337.77 FEET
TO A LINE PARALLEL WITH AND 337.73 FEET SOUTHERLY (WHEN MEASURED
AT RIGHT ANGLES) OF SAID NORTH LINE OF SAID SUBDIVISION;
THENCE NORTH 87°36'42"WEST ALONG SAID PARALLEL LINE 1292.14
FEET TO THE WEST LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 4;
THENCE NORTH 01°34'25"EAST ALONG SAID WEST LINE 337.76 FEET TO
THE POINT OF BEGINNING.
SITUATE IN KING COUNTY, WASHINGTON.
THE BASIS OF BEARINGS AND THE SECTION BREAKDOWN USED FOR
TIllS DESCRIPTION IS RECORD OF SURVEY FILED IN BOOK 142 OF SURVEYS AT
PAGE 12 UNDER RECORDING NUMBER 20001212900014, RECORDS OF KING
COUNTY, WASHINGTON.
QUITCLAIM DEED
[09417-OO25/S8023180.168)
PAGE 3
EXECunON COPY
EXHIBIT G
to Intergovernmental Exchange Agreement
FORM OF QUITCLAIM DEED
FOR THE DISTRICT PROPERTY
EXIllBIT G TO INTERGOVERNMENTAL EXCHANGE AGREEMENT
(09417-0025/SB023260.171)
PAGE 1
EXECUTION COPY
~
',,-
20030908000567.001
..
ItJ3'lllll~~J ~II
TRANSNATION TI QCD 22.00
PAGIi: eel OF 114
08/08/Z003 81:41
KING COUNTY, LlA
Return Address
Damel B Held
Auburn CIty Attorney
Auburn CIty Hall
25 WestMam Street
A b W h 98001
E1986328
e8/08/2003 08:28
KING COUNTY. LlA
TAX
u urn, as mlnon 12.e0
SALlE 0.ee PAGE 001 OF
Document Title(s) (or transactIOns contamed therem) ~&J
}¡ QUItclaIm Deed ¿xf)-/~.,qaq
2
Reference Number(s) of Documents assigned or released:
(on page _ of documents(s»
Grantor(s) (Last name firs~ then first name and mloals)
1 Auburn School Dlstnct No 408
2
3 D AddItional names on page _ of document
Grantee(s) (Last name first, then first name and InJtlals)
1 The CIty of Auburn fiLED FOR RECORD AT THE REQUEST Of
2 TRANSNATION TITLE INSURANCE Co.
3 D Additional names on page _ of document
Legal description (abbrevIated 1 e lot, block, plat or sectIon, townshIp, range)
STR 042105 TAX LOT 60 N 264 FT OF W 14 OF LOT 2 OF KCSP 477006 REC NO 7805090949,
STR042105 TAX LOT 71 LOT 2 LESS N 264 FTOF W Y2 THOFOF KCSP477006 REC NO
7805090949,
STR 042105 TAX LOT 61 LOT 3 SHORT PLAT #477006 REC AF #7805090949
[K] Full legal IS on page 3 of document
Assessor's Property Tax ParceVAccount Number
0421059060,0421059061,0421059071
002
(lSB023180182 DOC]
EXECUTION COpy
¡;
20030908000567.002
.
QUITCLAIM DEED
GRANTOR, AUBURN SCHOOL DISTRICT NO 408, a munIcIpal corporatIon of
the State ofWashmgton, for and In consIderatton ofTen Dollars and other good and valuable
conslderatton, conveys and qUItclaIms to THE CITY OF AUBURN, a mumclpal corporatton
of the State ofWashmgton, that certam real property sItuated ill Kmg County, Washmgton,
more partIcularly descnbed on ExhIbIt A attached hereto and Incorporated herem by thIS
reference, together WIth all after-acquIred tltle of Grantor therem
DATED tins k day Of~, 2003.
AUBURN SCHOOL DISTRICT NO 408, a
mUnicIpal corporatton of the State ofWashmgton
ByfL~~~d~
QUITCLAIM DEED
[/SB023180182 DOC]
PAGEl
EXECUTION COpy
,
20030908000567.003
~
STATE OF WASHINGTON )
. ) ss
COUNTY OF ~ )
On thiS 8A day ofA~+ ,2003, before me, the undersigned, a Notary
Pubhc In and for the State of Was mgton, duly cOImmSSIoned and sworn, personally
appeared m c.. 'C::tìOel neWrrÚn , to me known to be the
person who sIgned as Ù6S0C'lGt"'o.þ S\ lpN morde")t of AUBURN SCHOOL
DISTRICT NO 408, a munIcIpal corporatIOn of the State ofWashmgton, the corporatIon
that executed the wIthm and foregolllg lllstrument, and acknowledged saId mstrurnent to be
the free and voluntary act and deed of saId corporatIon for the uses and purposes therem
mentIOned, and on oath stated that he. was duly elected, qualIfied and actmg as saId
officer of the corporatIon, that he was authonzed to execute saId mstrument and that
the seal affixed, ¡fany, IS the corporate seal of said corporatIOn
IN WITNESS WHEREOF I have hereunto set my hand and officIal seal the day and
year first above wntten.
-......""', J¿,
---.. uELA S \\\, r
r oq~.:....... ,
i ...~~\SS/04:.~~·II, \LCÛ S Œ...~
I IQ N07"h" ~'.. ~ '¡SIgnature of Notary)
J.: -"':;'7;' -: ~
\~\\ ~ ~j J fh¡1"€\O S Û~.çt
"t~:··~\'J.'06 ..... .f(prmt or stamp name of Notary)
I, ~b~·......··~ ~
'\ "~HlNG~'--
\\"''''...----- NOTARY PUBLIC m and for the State
ofWashmgton, resIdmg at 0..utu.rn
My appomtment exprres l 0 - '3 - O(¡,
QUITCLAIM DEED
[ISB023180 82 DOC]
PAGE 2
EXECUTION COPY
.;;
20030908000567.004
~
EXHIBIT A
to the Quitclaim Deed
Legal Description
PARCEL A
THE NORTH 264 FEET OF THE WEST !h OF LOT 2 OF SHORT PLAT NO 477006 AS
RECORDED UNDER RECORDING NO 7805090949, RECORDS OF KING COUNTY
WASHINGTON;
TOGETHER WITH ACCESS RIGHTS TO THE PRlV ATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT,
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
PARCELB'
LOT 2 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO. 7805090949, RECORDS OF KING COUNTY WASHINGTON,
EXCEPT THE NORTH 264 FEET OF THE WEST Yz THEREOF,
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT;
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
PARCEL C·
LOT 3 OF SHORT PLAT NO. 477006 AS RECORDED UNDER RECORDING
NO 7805090949, RECORDS OF KING COUNTY WASHINGTON,
TOGETHER WITH ACCESS RIGHTS TO THE PRIVATE ROAD DELINEATED AS
TRACT X ON SAID SHORT PLAT,
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
QUITCLAIM DEED
[l5B023180182 DOC]
PAGE 3
EXECUTION COpy
03/23/2004 11:33 FAX 206J7U4~16
.t"NW.l
. .
"
". -
~)IIIIIIIIIIIIIII
20021231003876
ICCG AG e .Ie
PAGE .e1 QP ese
12/31'2112 15:21
t<IfUi COUNTY. IoIA
Return Address·
V~~£/~
KINe ¿Õur(ry~ÂÕPERTY SERVICES
500 K C ^DMfNISTAATION BLOG.
500 fOURTH AVENUE
SEATTLE, WA 96104
ADM.. es -0500
1'\_ IC'III~.~f1....mr-oCl.1I WASIDNGTON STATE RECORDER'S Cover Sheet OtCW 6S0'I)
Docurnt:nt 1itle(s) (or lr<InSactJ.oos coot:uned 1berem> pit ~ ¡ fII'uaabJe to rou.r <I-=ar "'....t be lUlect ãa)
i :tr.~ovunMen-ht1 ~~ T tnh~ ^ðrt..'r.
2-
3
4
Reference Number(s) of Documents assigned or released:
AddlIlOQa( œfereoce '·s 011 page _ of doCUlDCtJt
Grantor(s) (!;t Dame: fim. rhea 6:ct aame:u1d ID1ba!$)
~ J<.11"\~ tA.n~
')
4
o AdchuooallWlles 011 pag!: _ of documeot
Grantee(s) (L3st~ fmt. thtl1 &.at QõUne ~d wœls)
~ c;~ of bUl'n
3
4
o .A.ddiuoœl oames 00 pa¡c _ of documeuc
Legal description (:1bbtcv131ed. i..e Jot. btod:. plat or ~D., tOWD$Iup. nøge)
L.ot4, .sour.d-rr-CA.stt-e. CO- '3ra:l Ar/.ð.h.
o $W t~~t._q..z,J-5
Addi.uoøal e 11 page _ of doçumc:Dt
~essors Propert:cla.'tParceJIAccounl Number
o ïg(øíOO- oø.-o ~ OQë).\05-G)O'-O
A3ses:s.r Tu , oot yet mgued
1be AudJlodRecordcr "d11C1y 00 die mCorm:l.uon pnJ'I,dc:d 00 d)c Corm The sWf' will DOt read the docwnellt 10
-n:nEy !he xcuncy or completr:DeSS of che mdcxu:lg IDÍOnnatlOD provided herem
ì
~vv"
20021231003876.001
./
\
(
03/23/2004 11:33 FAX 2063704916
PNWT
I{I,J l) l) 'I
20021231003876.002
Intergovernmental Land Transfer Agreement Between
King County and the City of Auburn
Relatmg to the Ownershxp, OperatJon and Mamtenance of Parks,
Open Space, Recreatlon Faclhnes and Programs
THIS AGREEMENT IS made and entered mto thJS day by and between the CIty of
Aubum, lteremaf'ter called "CJty", and Kmg County, heremafter called "County".
WITNESSETH·
WHEREAS the CIty deSIres to own, operate, and mamtam parks, open spac~ recreat10n
facllJtles and programs and other mUniCIpal programs, facIhúes and property lnslde Its
boundanes,and
WHEREAS the County, under the authonty ofRCW 3689050, KIng County Reso]utlon
34571, and other federal, state and county Jaws, has acquIred and developed a substantial park,
recreatlon and open space system that depends on the connnued opera'b.on of Its many mdJ.vldual
propertles and faclhb.es In order to fully serve the needs of the resIdents ofKmg County and the
CJtIes wIthIn Jt, and
WHEREAS the County desIres to dJ.vest ItseJf of ownershIp, management, and fmanclal
responslblhty for parks, open space, recreatlonal facIlItIes and programs InSIde and near the CJty
boundanes, and
WHEREAS Aubumda1e Two and Lea HIll Park are located In the Clty·s Potentia]
Annexanon Area and upon transfer the CIty W111 eXercIse Its best efforts to annex: the remæmng
land wlthlD Its PotentIal AnnexatJon Area as soon as It IS reasonably feasIble to do so. and
WHEREAS, to the extent the C1ty provIdes schoIarshlp~ reduced fees or other means of
assunng access to parks and recreatxonal progra:numng for CIty reS1dents, the CIty has a goal of
ensunng that such scholarshIps or other needs-based rates and programs are avaJJable to all
persons desmng to use the park and recreational programs regardless of resJdency, and
WHEREAS the County does not have a sufficIent, stable source of revenue to contmue to
manage and mamtaIn ItS parks, open space. recreatlonal fac1l1tles and programs at CUII'ent levels,
and
WHEREAS the County IS Iegal1y restncted fi'om convertIng many of these parks, open
space, and recreatlonaJ faclhnes from theIr current uses WJthout expendIng funds to replace the
convened facilitIes, and
WHEREAS, glven the legal restrIctIon regardmg conversion of the propertIes, the
marketability of the propertles IS hnuted and. as a result. the cost of operatIng the facility IS
~~:oXIm.ately equal to the ~~ue o!the p~perty to the County, and
03/23/2004 11:34 FAX 2063704916
t'NWT
I{0UU<:>
20021231003876.003
WHEREAS It IS m the best Interest of the publIc that the CIty and the County take those
actlons necessary tom eet those d eSlres and toe oopera1e 1 n any transition to 1 nsure a smooth
transItIon and avoId servIce dIsmption
NOWJ THEREFORE, In cODSlderanon of the mutual promIses contaIned herem and other
good and valuable considerabon, the receJ.pt and adequacy ofwroch are hereby acknowledged,
the CIty and the County agree as follows
1. Conveyance ofTitJe
1 1 Wlthm tlurty (30) days of executIon of tlus AgreementJ Kmg County shaIl convey to the
CIty by deed all Its ownershIp mterestJ andIorJ when posSIble, by aSSJgnmen~ any
leasehold interest or shared use responsIbIlIty, m the followmg lIsted parklrecreatIon
Slte(s), whIch are descnbed more fWly m ExhIbIts A and B (the "Property")'
A~burDda1e Two
Lea. Hill
1 2 A 11 deeds s hall a Iso contaIn t he following sp ecIfic e oven ants p ertammg to use, w hleb
covenants shall run WIth the land for the benefit of the County and the County land that
makes up Its pubhc park, recree.tJ.on and open space system The County and the CIty
agree that the County shall have standmg to enforce these covenants, winch shan be set
forth as follows
"The Dty covenants that the Property shall contInue to be used In perpet:tllty for park or
recreatIon purposes unless other eqwvaIent lands or fac1htJes WlthIn the county or the CIty
are receIved In exchange therefore and the replacement lands or faCIlItIes are used In
perpetUIty for park or recreatIOn pUIposes ..
"The CIty covenants that WIth regard to the AubumdaIe Two Park and Lea HIll Park, It
shall abide by and enforce all terms, conmtIons and restncnons 10 KIng County
Resolutlon 34571, Includmg that the Clty covenants that the Property w1l1 contInue to be
used for the purposes contemplated by ResolutIon 34571, that the Property sball Dot be
transferred or conveyed except by agreement provldmg that such lands shall contInue to
be used for the purposes contemplated by ResolutIon 34S71J and that the Property shal]
not be converted to a chfferent use unless other equlvaJent lands and facilitIes WlthIn the
COWlty or CIty shaU be recelved 10 exchange therefore "
C'The CIty covenants that WIth regard to the AubumdaJe Two Park and Lea H1l1 Park It
shall not use the Property In a manner that would cause the Interest on C 01Ulty bonds
related to the Property to no longer be exempt flom federal Income taxatIon n
"The C1ty further covenants that It WlIl not ]mut or restnct access to and use of the
Property by non-clty resIdents m any way that does not also apply to CIty resIdents. The
CIty covenants that If d1fferentIal fees for non-clty reSIdents are unposed, they will be
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20021231003876.004
reasonably related to the cost borne by city taXpayers to mamta1T1, Jmprove or operate the
Property for parks and recreatIon purposes ,.
"The City covenants that It shaU place the precedmg covenants m any deed transfeumg
the Property or a portIon of the Property for publIc park, recreatIon or open space uses."
2. Existing RestrictiODs, Agreements, Contracts or Permits
2 1 The CIty shall abide by and enforce all terms, condJ1Jons. reservatIons, restnctJ.ons and
covenants oftttIe at the tJme of conveyance and/or Ul the deed of conveyance.
3. Protection of Art
3 1 Any Kmg County artwork currently located at any of the sItes referenced m Sectlon 1 1
above shaU remam on SJte, and shall remam the sole property of KIng County. ThIs
Intergovernmental Agreement s haI1 not bee onstrued as C onveymg 0 wners1np 0 f s ueh
artwork to the City The City and the County hereby agree at a later date to negotIate a
separate long-tenn agreement for any such artwork, wmch fully protects and preserves
the artwork, respects the legal nghts of the artlst(s) and assures contInuIty ofeare for and
contmued pubhc access to these assets. Pnor to the execuuon of such future agreement,
the CIty sha1l consult WIth the County pnor to undertalang any actiVIty winch may
Impact access to and/or affect any such artwork
4. Condition of Premises and ResponsibHity for Operations, MainteDance, Repairs,
Improvements, and Recreation Services
4 1 The CIty has mspected and knows the condItIon of the Property and agrees to accept the
Property In AS IS conchuon, and to assume full and complete respODS1bllny for all
operatIons, mamtenance, repaIrs, lmprovemel1ts of. and prOVISion of recreatlonal
servIces at, the Property
42 Kmg County does not make and specifically dlsclauns any warranties, express or
lInphed, Including any wananty of merchantablhty or :fitness for a partIcular purpose,
WIth respect to the Property, and no offiCIal, employee, representatJ.ve or agent of IGng
County IS authonzed otherwlse.
4 3 The CIty acknowledges and agrees that except as mdlcated m paragraph 5 2, the County
sball have no hablbty for, and that the CIty shall release and bave no recourse agamst
the County for, any defect or de:fiC1ency of any land whatsoever In the Property mthout
regard to whether such defect or deficIency was known or chscoverable by the CIty or
the County
5. Environmental Liability
, -.
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20021231003876.00!
5 1 "Hazardous Matenals" as used herem shall mean any hazardous, dangerous or tOXIC
wastes, matenals, or substances as defined In state or federal statutes or regulatIons as
currently adopted or hereafter amended
5 2 NothIng In tins agreement shaH be deemed to Waive any statutory clann for contnbubon
that the CIty nught have agamst the County under federal or state envIronmental statutes
that anses from hazardous matenaIs depOSIted or released on the Property by 1he County
dunng the County' s p enod 0 f 0 wnersh1p. T he CIty m ay not, however, assert such a
clann to the extent that the aty creates the need for or exacerbates the cost of
remed1atJon upon WhICh a statutory claIm for contnbutJ.on 1S based as a result of the CIty
perfonmng construction actiVItIes on the Property, changmg the configuratIon of the
Property, or changmg tbe use of the Property
5 3 If the CIty dIscovers the presence of hazardous matenals at levels that could gIve nse to a
statutory claun for contnbutIon agaInst the County It sha11 nnmed1ately nottfy the
County In wntmg. Such nonce shan 1D no event be proVIded more than 10 days after
c:hscovery After nonce IS pronded the pames shall :make then: best efforts to reach
agreement as to WhICh party IS respODSJble for remedabon under the terms of tins
Agreement. If the CIty falls to provIde tImely nonce as proV1ded for herem It sball be
prohJblted nom onngmg a statutory chum for contnbubon agamst the County.
5 4 In no event shaH the County be responsIble for any costs of remechation that exceed the
mlmmum necessary to satIsfy the state or federal agency wIth Junsdlc1Ion over the
remechatton
6. IDdemnificatioD and Hold Harmless
6 1 Kmg County shall mdemmfy and hold hannless the CJty and Its elected OffiCla1S~
officers, agents or employees, or any of them, ITom and agamst any and a11 clanns,
actIons, SUIts, lIab1hty, Joss, costs, expenses and damages of any nature whatsoever, (1)
wJuch are caused by or result from a neghgent acúon or oaussion of Kmg County, ItS
officers, agents and employees In perfonnmg Its obhgatlons pUl'Suant to thIs AgreeI11C11t,
and/or (11) ansmgftom those OCCUITences related to the Property that occurred pnor to
the e!fectlye date of conveyance of the Property to the CIty, except to the extent that
mdemmfymg or holdIng the CIty harmless would be hmlted by SectIon 5 of tins
Agreement In the event that any SUIt based upon such a cla.un, act1on, loss or damage IS
brought agalnst the City 0 r the CIty and Kmg County, Kmg County shaH defend the
same at Its sole cost and expense and, 1Í final Judgment be rendered agamst the City and
Its elected OffiCIals, officers, agents and employees or Jomtly agamst the CIty and Kmg
County and the:1T respectIve elected offic18.Js, officers, agents and employees, Kmg
County shall satISfy the same
6 2 Tn executmg tins Agreement, the County does not assume lIablhty or responSIbIlIty for
or m any way release the CIty fi'om any lIabllJty or respoDSlbIbty WhIch anses 1D whole
or m part from the existence or effect of CIty ordmances, rules or regulatIons If any
cause, claun, smt, actIon or admnustratIve proceedmg IS commenced m winch the
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20021231003876.00E
enf,!Tceablhty and/or valI1:l1ty of any such City ordmance, rule or regulabon IS at ISSUe;
the CIty shan defend the sazne at Its sole expense and If Judgment 15 entered or damages
are awarded agamst the aty, the County or both, the aty shall satIsfy the same,
mcJudmg all chargeable costs and attorney' 5 fees
6 3 The CIty shall mdenuufy and hold harmless KJng County and Its elected officIals,
officers, agents aJld employees, or any of them, from and agaInst any and all clauns,
acu9ns, SUlts, lIabIlity, Joss, costs, expenses and damages of any nature whatsoever, (I)
wmch are caused by or result from a neghgent act or omISSIon of the CIty, Its officers,
agents and employees m perfomung obligatIons pursuant to thIS Agreement, and/or (11)
ansmg fTom those occurrences related to the Property that occurred on or after the
effectIve date of conveyance of the Property to the CIty, except to the extent that
mdemmfymg or holcbng the County hannless would be hunted by SectIon 5 of thIs
Agreement In the event that any SUlt based upon such a claun, actron, loss or damage is
brought againstKmg CountyorKmg County and the CIty, the City shaJl defend the
same at 1ts sole cost and expense and, If final Judgment be rendered agamst KIng County
and Its officers, agellts and employees or jomtIy agamst KIng County and the CIty and
theIr respec1:1ve officers, agents and employees, the City shan satlsfy the same
64 Each Party to tlus Agreement shal1munedlately notIfy the other of any and all c]anns,
actions, losses or damages that anse or are brought agamst that Party relatmg to or
pert3Jmng to the Property
6.5 Each party agrees that ]ts obhgaúons under th1S paragraph ext~nd to any claIm, demand,
and/or cause of actIon brought by or on behalf of any employees, 0]" agents. For tlus
purpose, each party, by mutual negonanon, hereby W8JVes, WIth respect to the other
party only, any nnrnumty that would otheJWlse be avaIlable agamst such chums under
the Industnal Insurance prov1S1Ons of TItle 51 RCW. but only to the extent necessary to
Indemmfy the other party
7. Audits aDd Inspections
7 1 UntIl December 31, 2008, any of eIther party's records related to any matters covered by
tIns Intergovenunental Agreement not otherwIse privileged shall be subject to
InSpectIon, reVIew, and/or aud1t by eIther party at the requestIng party's sole expense.
Such records shall be made aVailable for mspectIon dunng regular busmess hours WIthm
a reasonable tIme of the requesth
8. Waiver and Amendments
8 1 Wmver of any breach of any tenn or conch1:l.0n of thls Agreement shall not be deemed a
WatVer of any pnor or subsequent breach. No tenn or conmnon shaJl be W81ved,
modIfied or deleted except by an Instrument, m wntmg, SIgned by the partIes hereto
9. Entire Agreement and Modifications
..----
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20021231003876.007
9 1 ThIs IntergovernmentaJ Agreement and Its ExhIbIts sets forth the entire agreement
between the partIes W1th respect to the subject matter hereof It may be supplemented by
addenda or amendmen~ wluch have been agreed upon by both partIes m wntmg
COpIes of such addenda and amendments shaJI be attached hereto and by tins reference
made part oftlns contract as though fully set forth herem
10. Duration and Authority
10 1 Tlus agreement shaIl be effectzve upon SIgnature and authorizatIon by both pames The
terms, covenants, representahons and warrantIes contaIned herem shall not merge m the
deed of conveyance, but shall sumve the conveyance and shall conhnue m force unless
both partIes mutuaUy consent In wntIng to temunatIon.
11. Nonce
11 1 Any nonce proVIded for herem shall be sent to the respective pames at
KIng County
Manager. K C Parks
CIty of Auburn
25 West Mam Street
Auburn, WA 980901
IN WITNESS WHEREOF, the parnes have executed tlns Agreement
Kmg County
CIty of Auburn
ÍÀ-,~..~ ~
¥~ty ExecutIve I
~E
Mayor
-
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Date
l ~ ~~þ~
Date
Approved as to Fonn"
Approved as to FOIm
~-J"
g County -
Deputy ProsecutIng Attorney
(f~93{AC
12-/~ /.*1-
Date .
~2DI.20()J..-
Date I
....
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20021231003876.0D1:
STATE OF WASHINGTON)
)SS
COUNTY OF KJNG )
On th1S d:2ðr/4.. day of ~ . 2002, before ~ the undersIgned,
a NotaIy Publ1c In and for the State ofWashmgton, duly COIIUIlIsSlaned and sworn personal1y
appeared, to me known to be the mdIVldual ~ed m and who executed tbe forgoIng
m~ent, and aclmowledged to me that Slgned and sealed the sBld mstrument as
~ free and voluntary act and deed for the uses and purposed therem mentIoned
WITNESS my hand and officIal seal hereto affixed the day and year m tlus certdicate above
wntten 4~
....-,.......,,,,,,
.:--~ E D '\,
Ã"':.··\äN···.¿~..f..t otaryPubbc In and for the
~ ~ .."$t;S ~.. ~" State ofWashmgton) res1d1ng
{~f!J~OTAR1'\\ ~~
~ :0 - ~t /r/I-
~ ~ PUBL\C : ¡,oJ. .
" .... )' f:) fIJ/Æ-" f CIty and State .
'. ~ ...0.25. ..r§'.j
",~ÒFwìð~..tfy appomtment expIreS /~-ß
",,'..............--
STATE OF WASHINGTON)
)SS
COUNTY OF KING )
On thIS 3 0 ~ day of be.Ufte.~ . 2002, before me, the undersigned,
a Notary Pubhc m and for the State ofWashmgton, duly COD1IIl1SS1oned and sworn personally
appeared, to me known to be the md1vIdual descnbed In and who executed the forgoIng
mstrument, and acknowledged to me that P4M Bts.fJfllctle SIgned and sealed the SaId Instrument
as ~ free and voluntazy act and deed for the uses and purposed therem IIlentioned
WITNESS my hand and offiCIal seal hereto affixed the da~and ·ðiWlS cate above
wntten ~""'''''''''III.
~~ to. ROl~ ~I/~
~'i~~ ....-..... ~ð~
~~~~~...~DN ~~. '\ Notary Pubbc m and for the
S "'. "'rj>'. ~
::0 ¡Çj Ooio1AJ1r \ ~ ~ State ofWashmgton, reSIdIng
:' ~ . :: rnlTIt A .ROLJIIIt)ð
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~ \ "U8\.'c. ~ j~j at BtJlerlWl¡ wA
~~':'~ð ..~fI:,...~4::Þ~ CIty and State
~ '" .....'1 t 9. ':,.... ~ ~
~~ '/'1" ............ d., \~ ~~
~~/,I OF w~!t",,'~ M P,no nlm t /1 Jo ,.,"""~
'////""1111'\\'\ Y a r I en expues (,A~ ') ..H..LJD
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Name of park
Lea H1l1 Park
. Auburndale Park
-- --
EXHIBIT A
King Connty Parks Transferring to the City of Auburn
AmemtIeslfacJbtles
Baseball fields
Undeveloped
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20021231003876.009
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