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HomeMy WebLinkAbout4836 RESOLUTION NO. 4 8 3 6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE DOCUMENTS FOR THE TRANSFER AND EXCHANGE OF REAL PROPERTY BETWEEN THE CITY AND THE WASHINGTON STATE DEPARTMENT OF TRANSPORTATION REGARDING PHASE II OF THE AUBURN ENVIRONMENTAL PARK WHEREAS, the owner of a piece of property located in the vicinity of 15th Street Northwest and State Highway 167 and identified by the City of Auburn as Part of its intended eventual Auburn Environmental Park (Phase II) made some claims against the City and the State of Washington regarding that property, claiming that the property was taken by inverse condemnation since storm water run-off mostly coming from improvements State Highway 167 damaged the utility of his property; and WHEREAS, particularly since the City was interested in acquiring this property for the Auburn Environmental Park, the parties, including the City of Auburn and the property owner, as well as the State of Washington Department of Transportation, reached an agreement in the resolution of any and all such claims by the owner, which agreement was approved by the City Council through Resolution No. 4626, passed on July 19, 2010; and WHEREAS, in connection with the resolution of the claims, the City was to be responsible for payment of the agreed-upon price to the owner of the property and the Department of Transportation was to convey to the City property on the West side of State Highway 167 and identified by the City of Auburn as part of its intended eventual Auburn Environmental Park, Phase II; and Resolution No. 4836 July 3, 2012 Page 1 of 3 WHEREAS, the agreement between the City and the Department of Transportation was that instead of participating in or contributing to the payment of monies to the owner, the Department of Transportation would convey to the City certain property located on the west side of State Highway 167, which conveyance was slated to occur after the Department of Transportation used that property for wetland mitigation purposes; and WHEREAS, in connection with the interests of the City and the Department of Transportation to have the property conveyed to the City, the Department of Transportation identified an interest it had in other property owned by the City which it sought to acquire and for which it was willing to make the conveyance of the property on the west side of State Highway 167 sooner, rather than waiting until it had used the property for wetland mitigation; and WHEREAS, the City and the Department of Transportation negotiated terms providing for the exchange of properties and related responsibilities, relating to both the exchange of property to the City for the Auburn Environmental Park and the property to be acquired by the Department of Transportation, and which responsibilities included the obligation of the Department of Transportation to pay the City for decommissioning and removing from service a section City sewage facilities located on the property to be acquired by the Department of Transportation; and WHEREAS, the terms of the agreement between the City and the Department of Transportation are beneficial to the parties. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Resolution No. 4836 Julyl, 2012 Page 2 of 3 Section 1. That the Mayor and City Clerk are authorized to execute the Agreement and documents providing for the transfer and exchange of real property between the City and the Washington State Department of Transportation regarding Phase II of the Auburn Environmental Park in substantial conformity with the documents attached hereto, collectively marked as Exhibit "A" to this Resolution 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. Dated and Signed this day of , 2012. PETER . LEWIS MAYOR ATTEST; e Danielle E. Daskam, City Clerk APPROV D AS F RM: Dani B. Heid,IQ#y Attorn6l Resolution No. 4836 July 3, 2012 Page 3 of 3 SETTLEMENT AGREEMENT AND AGREEMENT TO TRANSFER REAL PROPERTY The State of Washington, acting by and through its Department of Transportation (Department) and the City of Auburn (City), collectively referred to as the Parties, enter this Agreement on the date last written on its final page. This Agreement binds the successors, assigns, subsidiaries, officials, agents, representatives, servants, employees, officers, and sureties of both Parties. I. RECITALS This Agreement is based on the following facts and representations, all of Which the Parties agree are true: A. The Auburn Land Company (ALC) owned property, consisting of approximately 28.92 acres, within Auburn's city limits that is located immediately east of SR 167 (a state limited access highway) and immediately south of 15`s Street NW (a city street). A legal description of the ALC property is attached as Exhibit A. ALC claimed the Parties were depositing and trapping water on ALC's property ALC sued the Parties under King County Superior Court cause number 07-246064-7 KNT B. ALC's suit sought at least $6,000,000 from the Parties. Both Parties had defenses to ALC's claims and suit. Neither Party admitted liability C. Under two separate agreements (collected in Exhibit D), the City paid $75,000 to obtain dismissal of ALC's lawsuit and ALC released all claims against both the City and the Department. The City subsequently purchased ALC's property (the ALC property) for the 2010 King County assessed value of$629,800.00. Exhibit G, attached hereto, is the real estate purchase and sale agreement for that transaction. The Department did not contribute any cash to the settlement payment or to the purchase of the ALC property D. The City granted the Department a drainage easement to drain highway stormwater onto the ALC property The recorded easement is attached hereto as Exhibit E. E. The State of Washington owns property, consisting of approximately 58.29 acres, west of and across SR 167 from the ALC property The property is bordered by West Valley Highway (a city street), SR 167, and by 15`s Street NW, which connects the other two roads. A legal description of the state-owned property is attached as Exhibit B. The State acquired this property for the Department's future highway expansion and to create environmental mitigation sites when required by nearby Department highway projects. F The Department has created two environmental mitigation sites on the state-owned property One mitigation site, consisting of approximately 8.71 acres (319,408 square feet), has been certified by the agency requiring the mitigation. A legal description of this mitigation site is attached as Exhibit C-1 The other mitigation site, consisting of approximately 5.49 acres (239,145 square feet), is in Year 5 of a 10 year monitoring Page 1 of 11 period and has not yet been certified by the agency requiring the mitigation. A legal description of this mitigation site is attached as Exhibit C-2. The 5 49 acre site may be certified in less than the full 10 years. The existing mitigation sites are depicted on Exhibit C, attached hereto. G. The Department needs 10.05 acres of the state-owned property for future highway projects. The approximate boundaries of this reserved 10.05 acres are also depicted on Exhibit C. H. Once the Department has established a certified mitigation site, it has used the state- owned property for the public purpose for which it was acquired. Transfer of a certified mitigation site reduces the Department's maintenance obligations. I. The City is creating a large environmental park, consisting of wetlands. The City has identified both the ALC property and the state-owned property as within the boundaries of the future park. The City also lacks adequate mitigation land, potentially restricting new development within the City J Acquiring the ALC property provided the City with potential mitigation land and added to the City's environmental park. Transfer of the two mitigation sites from the state- owned property would also add to the City's environmental park. K. The Department has authority under RCW 47 12.370 to transfer environmental mitigation sites to other entities, including local governments, so long as the transferee agrees to assume all future maintenance and operation obligations in perpetuity L. As part of a planned improvement to SR 167, the Department needs to acquire approximately 9.91 acres (431,858 square feet) from an approximately 23.06 acre (1,004,400 square feet) parcel of City-owned land located west of SR 167, north of SR 18, and east of West Valley Highway That parcel is also known as and is hereinafter referred to as Department Parcel Number 1-22952. The legal description of the 9.91 acre portion of Parcel Number 1-22952 that the Department wishes to acquire is attached hereto as Exhibit H. Parcel Number 1-22952 and the portion of it that the Department wishes to acquire are also both depicted on a Department Sundry Site Plan, attached hereto as Exhibit 1. M. Approximately 34.04 acres (1,482,783 square feet) of the State-owned property is not being used for existing mitigation projects or being reserved for future highway projects. The Department has determined that those 34.04 acres are surplus to its needs. The legal description of this surplus property is attached as Exhibit C-3. Those 34.04 acres are also depicted on Exhibit C. N. The just compensation for the 9.91 acre portion of parcel 1-22952 that the Department wishes to acquire is approximately $789,700. The fair market value of the remaining 34.04 acres of the State-owned land is approximately $680,000. Exchange of the two properties would provide the City with potential mitigation land and add to the City's Page 2 of 11 environmental park. The exchange would also provide the Department the land it needs for its SR 167 highway project. O. Whether it acquires the 9.91 acres of parcel 1-22952 by purchase or exchange, the Department would be obligated to pay the cost to relocate a City sewer line located on those 9.91 acres. P The Department has authority under at least RCW 47 12.063, RCW 47 12.080, and RCW 47 12.287 to exchange its 34.04 acres for the City's 9.91 acres. Q. To the extent that this Agreement is not authorized by the statutes governing the Department's transfer, exchange, or sale of state-owned property, the Department enters into this Agreement based on its and the Washington State Attorney General's authority to settle claims against the Department. R. The Parties entered into the agreements collected in Exhibit D and into this agreement in part to eliminate the risk of ALC's claims in a way that reduced public expense and that achieved legitimate public purposes of each Party The Parties also wish to obtain property needed to fulfill the public purposes of each Party with minimum expenditure of public funds. II. TERMS AND CONDITIONS Now, therefore, in furtherance of the foregoing, for value received, and in consideration of the following terms and conditions and the attached Exhibits A, B, C, D, E, F, G, H, I, J, and K, which are incorporated herein by this reference,the Parties agree as follows: 1 In lieu of a cash contribution to the City's payments to dismiss the ALC lawsuit and to release ALC's claims, the Department agrees to convey by quitclaim deed the two existing mitigation sites located on the state-owned property described in Exhibit B, but only on the following terms and conditions: a. The Department will reserve a drainage easement burdening the transferred property, Which will substantially conform to the drainage easement included within Exhibit F, a sample quitclaim deed for transfer of the mitigation sites. b. The Department agrees to maintain and monitor the 5.49 acre mitigation site until it is certified by the agency requiring mitigation. The Department will reserve an easement allowing it access to perform the necessary maintenance and monitoring until the site is certified. c. Sole consideration for Department conveyance of the two mitigation sites will be (i) the City's agreement to forever assume all future maintenance and operation obligations and costs required to properly maintain and operate each mitigation site after each is certified; (ii) the City's actions that resulted in dismissal/release of Page 3 of 11 ALC's claims against the State; and (iii) the City's agreement to fully comply with Section 2, below d. Conveyance of each mitigation site will be by quitclaim deed complying with RCW 47 12.370, as now or hereinafter amended. The Department will prepare and send to the City quitclaim deeds, which will substantially conform to the sample attached as Exhibit F, for the two existing mitigation sites within 90 days after this agreement is fully signed, together with copies of the documents creating, permitting, and/or certifying each mitigation site. The City shall be responsible for any closing, recording,or filing costs in connection with the said quitclaim deeds. 2. As required by RCW 47 12.370, the City agrees to accept ownership of transferred environmental mitigation sites by quitclaim deed and, unless the sites, or either of them, revert(s) back to State ownership pursuant to paragraph 2.e., below, to be responsible in perpetuity for the maintenance, operation, and preservation of the mitigation sites after each is certified by the agency requiring mitigation, including all costs associated with such responsibilities, as follows in paragraphs 2.a. through 2.d. The City agrees that failure to comply with any provision of this paragraph or of paragraphs 2.a. through 2.d. will result in reversion of the conveyed mitigation site pursuant to paragraph 2.e. a. The City may only use and allow others to use each transferred mitigation site as a mitigation site consistent with preservation of the functions and values of the particular site identified in the documents creating, permitting, or certifying the site, as those documents exist on the effective date of this agreement or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency In addition, any new or additional uses must also be approved and permitted by all applicable regulatory agencies. b. The City shall comply with the requirements and restrictions included in the quitclaim deed transferring each mitigation site. c. The City shall maintain and pay the cost to maintain each conveyed mitigation site in perpetuity according to all restrictions and requirements as listed in the quitclaim deed, listed in documents creating, permitting, or certifying each site, as those documents exist on the effective date of this agreement or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency, and in a manner complying with any other applicable permits, laws and regulations pertaining to maintenance and operation of each mitigation site. d. The City understands and agrees that the U.S. Army Corps of Engineers (Corps) will be monitoring the City's obligations to maintain, operate and preserve the conveyed mitigation sites, once certified. The Department will notify the Corps when each mitigation site becomes the City's responsibility If the Corps sends a compliance notice to the Department instead of to the City, the Department will forward the notice to the City Should the City of Auburn conduct any activities affecting the conveyed mitigations sites that violate the Federal Water Pollution Control Page 4 of 11 Amendments of 1972 (also known as Section 404 of the Clean Water Act) as defined by CFR 33 Part 326.3, the City of Auburn Will be subject to Regulatory Enforcement by the Corps under Title 33 Code of Federal Regulations (CFR) Part 326 Enforcement. If, after the Regulatory Enforcement process has concluded, the City is not in compliance with Section 404 of the Clean Water Act, the mitigation site permit terms, or any corrective action approved or required by the Corps, provisions of paragraph 2.e.,below, Will be implemented. e. i. The City agrees that should it fail to perpetually use either conveyed mitigation site to preserve its functions and values as a mitigation site, the conveyed mitigation site will automatically revert to the ownership of the State of Washington without cost or further obligation on the part of the Department. ii. The City further agrees that should it fail to perpetually maintain and operate either conveyed mitigation site in a manner that complies with this Agreement, the quitclaim deed, the Corps, and any documents creating, permitting, or certifying each mitigation site, as those documents exist on the effective date of this agreement or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agencies, the conveyed mitigation site will automatically revert to the ownership of the State of Washington without cost or further obligation on the part of the Department. A failure to so perpetually maintain and operate is established if it is determined, after conclusion of an administrative process, such as the U.S. Army Corps of Engineers Regulatory Enforcement process, that the City's activities are not in compliance With Section 404 of the Clean Water Act or other applicable law iii. Should either conveyed mitigation site revert to State ownership under "i" or "Si" above, the City agrees to quitclaim such mitigation site to the State of Washington immediately upon request. Should ownership of either or both mitigation sites revert to the State of Washington, the City will pay any costs and fees associated with transferring ownership. f. Should ownership of either or both mitigation sites revert to the State of Washington under paragraph 2.e. within five years of the City altering the drainage within lands conveyed under this agreement, then the City Will reimburse the Department's costs to restore the site and bring it into full compliance with the documents creating, permitting, or certifying the site; PROVIDED that should the City pay for and obtain a study prepared by a Department-approved expert that concludes the City's drainage alteration Was not a cause of the mitigation site non-compliance, then the City is not obligated to reimburse the Department's costs. 3 The Department further agrees to convey to the City the approximately 34.04 acres of non-mitigation and non-right-of-way land contained within the larger State-owned property described in Exhibit B and depicted in Exhibit C in exchange for the City conveying to the State a fee simple interest in the approximately 9.91 acres of parcel 1- Page 5 of 11 22952 described in Exhibit H and depicted in Exhibit I, but only on the following terms and conditions: a. The Department will reserve a perpetual, non-exclusive drainage easement for storm and surface water flow and storage over, on, under, and across the transferred property for the historic and on-going storm and surface water flow or storage caused by or due to the construction, reconstruction, operation, and/or maintenance of the adjacent State Route 167 highway, its associated drainage system, and its other structures, including the Mill Creek conveyance under State Route 167, thus benefitting the State Route 167 right of way, including the right of ingress and egress over the transferred property to inspect, and monitor water flow and storage and also to maintain the 50 foot wide area currently containing a drainage ditch (depicted as a small dashed rectangle on Exhibit C), PROVIDED, that this easement does not prohibit the City from altering drainage on the described lands, but only if doing so does not adversely impact the State's easement, and PROVIDED further that changes in water flow and storage caused by future Department projects fall within the scope of this easement to the extent that they are permitted by applicable regulatory agencies. b. The City will convey a fee simple interest in its property by quitclaim deed, in a form prepared by the Department. The State will convey its property by a quitclaim deed consistent with the statutes authorizing exchange of real property in Chapter 47 12 RCW, in a form prepared by the Department. The Department shall prepare the necessary deeds within 90 days after this agreement is fully signed. Each Party shall be responsible for any closing, recording, or filing costs associated with the property conveyed to that Party Other than as expressly provided herein, the parties accept the properties conveyed to them"as is." c. Consideration for each Party's conveyance of real property under this Section 3 will be (i) receipt of real property from the other Party and (ii) resolution of the lawsuit referenced above. Consideration for the City's conveyance also includes the Department's payment of $109,700, the difference in the fair market values of the two parcels being exchanged. The Department agrees to pay this amount within 30 days after the deed from the City to the Department is recorded. d. The Department agrees to remove the existing City-owned sewer pipe on the property the City is conveying to the State and to pay the City $2,067,500 as the cost to install a new sewer line on non-transferred City-owned property that would otherwise be damaged by that amount by the loss of the sewer line. Prior to advertising for the removal work, the Department will submit to the City for review and approval, its plans and specifications for removal and plugging the sewer. Upon project completion, the Department will provide the City with as built plans in AutoCAD electronic format and on Mylar. The City will be responsible for installing the new sewer line when and where it determines necessary, but not on the land conveyed to the State. Page 6 of 11 e. King County has an interest in and a mitigation site on a portion of parcel 1-22952 (depicted in Exhibit 1) not being conveyed to the State. The Department will grant King County and the City a non-exclusive easement allowing access for necessary maintenance and monitoring of this existing site. The physical area included within this easement is shown on Exhibit I. £ The Department will construct the portion of the access road located on the portion of parcel 1-22952 being conveyed to the State. The City has constructed the portion of the road from the eastern edge of the West Valley Highway to the western edge of the property the City is conveying to the State so as to accommodate an access roadway aligned with the access easement depicted on Exhibit I and page 2 of Exhibit K. The Department will construct the connection between the road portions each party has constructed on the access easement depicted on Exhibit I and page 2 of Exhibit K. g. The City will grant the Department a Right of Entry, attached hereto as Exhibit K, so that the Department can connect the access road constructed by the Department to the portion constructed by the City h. If the property exchange takes place before the City completes construction of its West Valley Highway Improvements — SR18 to West Main Street Project, then the Department will grant a permit to the City of Auburn to allow staging of construction equipment and storage of materials for that project during the construction of said West Valley Highway Improvements.. The permit is attached hereto as Exhibit J, setting forth the terms of and area within the permit. Following the construction of said West Valley Highway Improvements, the City shall remove any equipment and materials related to the City's West Valley Highway construction project from the construction staging/material storage area. The parties agree that the permit does not obligate the City to perform future site remediation from past practices prior to the said West Valley Highway Improvements. 4 The City understands and agrees that for any of the state-owned lands to be conveyed under this Agreement, the Department shall retain ownership all rights of access, light, view and air between the state-owned lands conveyed and SR 167 The City further understands and agrees that the City, its successors and/or assigns shall not have any rights of ingress or egress (to, from and between) the state-owned lands conveyed and SR 167 The City further understands and agrees that the City and its successors and/or assigns shall not be entitled to any damages for the loss of access, light, view or air in connection with any construction, reconstruction, operation or maintenance of SR 167 This term shall be contained in all conveyance documents to the City 5. Each Party fully releases and discharges the other from and against any and all claims, demands, actions, causes of action, obligations, costs, expenses, damages, losses, and liabilities, of any kind or nature, existing, claimed to exist, or which can hereafter ever arise out of or result from or in connection with any past, current, or future act, error, or omission relating to the City's and the Department's actions or inactions claimed to affect ALC's Page 7 of 11 property in any way, the facts alleged in ALC's previously filed claims for damages, or the facts alleged in ALC's lawsuit. 6. Any property conveyed to the City or to the Department under this Agreement shall be conveyed by quitclaim deed to the City or to the Department on an"as is""where is"and "with all faults" basis. Each party hereby waives and relinquishes all rights and privileges arising out of, or with respect to, any representations, warranties or covenants, whether express or implied, which may have been made or given, or which may be deemed to have been made or given, by the other party or its representatives, except for those representations, warranties and covenants set forth in this Agreement. Except to the extent of any representations or warranties set forth elsewhere in this Agreement, each party has not relied upon and will not rely upon, and the other party expressly disclaims, any representations or warranties with respect to, and shall have no liability for- (i)the condition of the property or any buildings, structures or improvements located thereon or the suitability thereof for habitation, occupancy or for the intended use of the parties or for any use whatsoever; (ii) any applicable building, zoning or fire laws or regulations or with respect to compliance therewith or with respect to the existence of or compliance with any required permits, if any, of any governmental agency; (iii) the availability or existence of any water, sewer or utilities, any rights thereto, or any water, sewer or utility districts; (iv) access to any public or private sanitary sewer system; (v) the fact that all or a portion of the property may be located on or near an earthquake fault line; or (vi) the presence of any hazardous substances in any improvements on the property, including without limitation asbestos or formaldehyde, or the presence of any environmentally hazardous wastes or materials on or under the property Without limiting the generality of the foregoing, except to the extent of any representations or warranties set forth elsewhere in this Agreement, each party shall have no liability to the other party with respect to the condition of the property under common law; or any federal, state, or local law or regulation, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, 42 U.S.C.A. sections 9601 et seq., and the Washington Model Toxics Control Act ("MTCA"), RCW 70.105D Each party hereby releases and waives any and all claims which the party has or may have against the other party under any of the foregoing laws or with respect to the condition of the property, except to the extent of any claims the party may have arising from any express representations, warranties or covenants of the other party under this Agreement. Each party acknowledges to the other parry that it has been given the opportunity under this Agreement to fully inspect the property and each party assumes the responsibility and risks of all defects and conditions, including such defects and conditions, if airy, that cannot be observed by casual inspection .subject to the exception of rights expressly set forth above. 7 Once fully executed, this Agreement binds the Parties until all terms and conditions are met and until each Patty has conveyed the property it has agreed to convey But the City's obligations regarding maintenance of conveyed mitigations sites, as set forth in Section 2 and elsewhere in this Agreement, is perpetual and shall not terminate unless the sites have reverted back to State ownership in accordance with paragraph 2.e. Page 8 of 11 8. The entire Agreement between the Parties hereto is contained in this Agreement and the Exhibits hereto; and this Agreement supersedes all previous representations,negotiations, understandings, or agreements, written and oral, with respect to ALC's claims against the Parties and with respect to the properties described in Exhibits A, B, C-1, C-2, C-3, and H. No modification, termination or amendment of this Agreement may be made except by written agreement signed by those authorized to bind the Parties subsequent to the date of this Agreement, unless otherwise provided herein. 9 No failure by either Parry to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. Either Party hereto, by notice, and only by notice as provided herein may, but shall be under no obligation to, waive any of its rights or any conditions to its obligations hereunder, or any duty, obligation or covenant of the other Parry hereto. But neither Party can waive the City's obligations under Section 2; the City defaults by violating any of those obligations, and title to the conveyed mitigation site shall automatically revert to the State of Washington. 10. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Signatures transmitted by email or facsimile shall be deemed originals. 11 Each of the provisions of this Agreement has been reviewed and negotiated, and represent the combined work product of the Parties hereto. No presumption or other riles of construction which would interpret the provisions of this Agreement in favor of or against the Party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this Agreement. 12. This Agreement and the right of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Washington and the Parties agree that in any such action, venue shall lie exclusively in Thurston County, Washington. In the event of any controversy, claim, or dispute arising out of this Agreement, each Party shall be solely responsible for the payment of its own legal expenses, including but not limited to, attorneys' fees and costs. 13 No Party to this Agreement shall transfer or assign any right or obligation hereunder without the prior written consent of the other Party 14. Summary of Exhibits: The following Exhibits are incorporated into this Agreement: Exhibit A Legal description of former Auburn Land Company property Exhibit B Legal Description of State Owned Property, including property to be conveyed to the City and property to be retained by the State Page 9 of 11 Exhibit C Graphic Illustrating State Owned Property, including property to be retained as right of way, mitigation sites to be conveyed, and non-mitigation property to be conveyed Exhibit C-1 Legal description of 8.71 Acre mitigation site Exhibit C-2 Legal description of 5.49 Acre mitigation site Exhibit C-3 Legal description of 34.04 Acre surplus property Exhibit D Agreements dismissing Auburn Land Company's lawsuit and releasing its claims Exhibit E Recorded Drainage Easement granted by City to State over former Auburn Land Company Property Exhibit F Sample Quitclaim Deed conveying State mitigation sites to the City and reserving easements Exhibit G Purchase & Sale Agreement by which City purchased Property from Auburn Land Company Exhibit H Legal Description for Property State is acquiring from City Exhibit I Department Sundry Site Plan depicting Department Parcel Number 1- 22952, including the portion to be acquired by State from the City Exhibit J Department Permit authorizing City's temporary use of portion of land City is transferring to State during City's West Valley Highway Project Exhibit K Right of Entry granted to Department by City 15. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement shall be in writing. All notices, demands and requests to be sent to a Party pursuant to the provisions of this Agreement shall be given by personal delivery or by depositing the same in the United States mail, addressed to such Party, postage prepaid, regular and certified mail, with return receipt requested, at the addresses set forth below Such notices, demands or requests may also be transmitted via facsimile, provided that the provisions of this section are otherwise complied with. All notices, demands and requests shall be deemed effective and received upon the earlier of actual receipt, whether served by personal delivery or by certified United States mail,return receipt requested, or three (3)days after depositing the same into the mail, as established by the postmark date. By giving to the other Party at least three (3) business days' written notice thereof, the Parties hereto and their respective authorized successors and assigns shall have the right from time to time at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other Page 10 of 11 address within the United States. The present addresses for notice are as follows, and the Parties also agree to accept service of process at said addresses: DEPARTMENT Department of Transportation Attn: Northwest Region Real Estate Services Manager 15700 Dayton Avenue North P.O. Box 330310 Seattle, WA 98133-9710 CITY City of Auburn Attn: Planning and Development Director 25 West Main Street Auburn, WA 98001-4916 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below DEPARTMENT By Peter B. Lewis B . ohn L. en Its: Mayor Its: NWR Real E to ervices Manager Date: JUL -16 2012 Date: / /Z Page 11 of 11 EXHIBIT A Legal Description for King County Tax Parcel No. 1221049009, commonly identified as 801 15 Street Northwest,Auburn, WA 98002: That portion of the Northeast quarter of the Southwest quarter of Section 12,Township 21 North, Range 4 East, W.M., in King County, Washington, lying west of the Seattle-Tacoma Interurban Railway, as established by instruments recorded under Auditor's File Nos.214685 and 220487 EXCEPT that portion appropriated by the State of Washington under Stipulated Judgment and Decree of Appropriation in King County Superior Court No. 718093 on November 24, 1971. EXHIBIT B Legal description for the State environmental mitigation and right-of-way expansion land located west of SR 167, east of West Valley Highway, and south of 15`" Street NW in or near Auburn, Washington PARCEL "A"• The southwest quarter of the southwest quarter of Section 12, Township 21 North, Range 4 East, W M.,in King County Washington; EXCEPT portion conveyed to King County for State Aid Road No. 69 (West Valley Highway) by deed recorded under Recording Number 694367, in King County, Washington; AND EXCEPT that portion condemned in King County Superior Court Cause Number 718093 for SR 167; AND EXCEPT that portion conveyed to the City of Auburn for street purposes by deed recorded under Recording Number 6310375. PARCEL 'B"• The northwest quarter of the southwest quarter of Section 12, Township 21 North,Range 4 East, W.M. in King County Washington: EXCEPT that part of the west 550 feet lying northerly of the south 615 feet: AND EXCEPT that portion conveyed to King County for State Aid Road No. 69 (West Valley Highway) by deed recorded under Recording Number 694383, AND EXCEPT that portion conveyed to the City of Auburn for street purposes by deed recorded under Recording Number 6310375; AND EXCEPT that portion condemned in King County Superior Court Cause Number 718093 for SR 167; AND EXCEPT that portion conveyed to the City of Auburn by deed recorded under Recording Number 8112230547 PARCEL"C"• That portion of the southeast quarter of the southeast quarter of Section 11, Township 21 North, Range 4 East, W M., in King County, Washington, lying easterly of the easterly margin of SR 181 (West Valley Highway); EXCEPT that portion condemned in King County Superior Court Cause Number 718093. EXHIBIT B—page 1 PARCEL "D"- That part of the west 550.00 feet lying northerly of the south 615. 00 feet of the northwest quarter of the southwest quarter of Section 12, Township 21 North, Range 4 East,W.M., in King County, Washington; EXCEPT that portion conveyed to King County for State Aid Road No. 69 (West Valley Highway)by deed recorded under Recording Number 694383, AND EXCEPT that portion conveyed to the City of Auburn for street purposes by deed recorded under Recording Number 6310375, AND EXCEPT that portion condemned in King County Superior Court Cause Number 718093 for SR 167; AND EXCEPT that portion conveyed to the City of Auburn by deed recorded under Recording Number 8112230547 EXHIBIT B—page 2 I .:,� M��"if���'u. r�f tt,�;� tt'�•?z'3?'i-,.,rYl s.r"t•. �� 1 7 � �+�i*,� tr t,.'1 ti�^rt�li - <rc r}r�...r v l,Sth 'S7 rs �tr __ ss-r-z-•--�. `.ax_r�3 i S' ;c° r..p,Y.r. 1 } VHF �"L } I �f)j[rl""Fn „r _. t1 y-�e�-�._- �7�}.�;7� •.i �....... _. � �� h (�(fy�J;�F* �'Yt cS�� � �!�('y� T} �{F-j•�.." Ei}� cT �'�� N �ii� .'� ��f' --•�-. yt,t� of �• Yt(+ T f"'C"y�A' F+ `�,� t r� ",`A"xvi ,S 64,?� 7 . �"f• 1 ,�14 /'^ �a. F r\ i`t 1 -zi�a ) S. s �` :..it♦,lyy� 4't "a i I * s` IFSS�$] ti7e`i Ftiy�l it 4��i� ' t. ,r Y 1 ''' ' >•fA a } t r �, c t r �' sI t ! AREA}.,�TO�BE:,RETAINEDW-,t}„ ItdBY� WSDOITRFOR-v, 'f t ' FUTURE�HIGHWAY'PROJEC�TSI� ;i: t S`•�}„`, '.�, ts' rA4= 'k i afr�,l ' <, , r Iw S (10^OSrACRES) ,l•'a,, `��. it rd� ( 'i:; r r t ' r t ! 1,•� ,�t'• .,,ter ,�y+ y� �lJ � �.tM�>,h .i�Y�fry' 3� �� �' 1��H � }��H'yn� a•F' £�yt � ��r :7� �..�'1 Yj �i I I'ff.. 1A� ,�,'I'pr )'". L �'4L •. '�T' i"�<'� 5+j�l�t'zrs+�a �' �, 1r'r'• 'F `"a r ` .t t ( t'F ,4f `t �..t ,� r'"�y iti '♦ � �� u. '�{ dX yy os` �` v9�,,�� �- at ,!r Kfi,♦ !r'u4 Rai tiTi ) {tY _ , +�.�ot �L fir„ .,,t�,, Y �r 'y a6`n T h e L s 1 I ,T l''�C ;'Y '♦i 'e3Y \ � i^C �.i.��-1 c l 7."W GY fi .t e ♦ ♦'� �'�t•'� •2, p1 � �G.L'� �"4.{.a 11L�t Zls)F v. "5r, l�e P1 'ti?.trn � 1�H,a�g� fyay t 11,;,, k Srli.'l hit5.,�'IV 't'hlti�,[tj (`v�! t�,� �. t 1 ��i��,�,�i ai}fl��`r•�y�$$, tvt3't^r`J.�'�� 1I. tl n 3 ie4 " "'•; S ( t "� '., st+n .�i , k h � l 'Y 't-. �� i I.tAREA''T0,1,,iBE CONVEYED'. =f ITOt CITY OFAUBURNrr4a y ', K 1 ` atW T tX � I •-� i �} ;ate i"` .� FOR LEGAL vy�F^ iK�}",'1 C1� I CE9� ')�{xN +vH'�' �"" f �r 't` fw�ll(, ;. _;�W 1FOR�LEGA �`*tiv � \ £.9 ° *r�1 •;i IVY r r 1EX_HIBIT C2.. }' ;r?oft�4 ry r' f • stx hit_- r 1u s +S C�•"t'!.�'*�" s 't♦- i. 'L4 S 'a. r, �'w tI l e` C k♦� '! Sys} f , f 1I v r} ♦ r *^I' tree,s. �wr✓4:cs;.C'+r b L-;I I) r`,'.,3�1+4�v 1 t,,�>-ri�Y I Ra�1N r t Y"i�.f Iw 't( a; r nti Y'{x fa'�,"i A��'W'"t v�a G��:�a� �h i -A,' 9^ T /r t n Ir} n r 'I :\t}�t 4 K'"a�:'AC''YX•r M"t�vr'�f r��c*�.}�+.y T l'n�t -r'�Ci�I+SSl"tiiN .fi yuA". i .{� � �V . y t 'W -,i;��.'il Yt•� "�+��.,rr y�r2r � t I �r�',6�.i7.L .e. ., s 1¢r Y f eif r � I tn: •���w/t' '+�! ` x x t� r^ 7, �"`.] 4.. {�\../ '�yb t�r a'y �'�,c � ,(,pa , .a�*" lr♦it,r n fy Y 'L3 v r 4. a c rolr.s a at It Ya t' r .ate' �c .' y� 1 7 .s}�a �^ r v � � �� ' r, •,. �lst ♦ , t n' 4 c� `-iarf�'). t-xv' \AVi'tl^es ly�.� z MITIGATIONrSITE �4 rFi Pt etF v tY ti♦i '"r^- 5:49 vAQ E SA ' a a„ah,a (DRAIN?E iE' SEMENT nyF 3i'rk 4 �L� Pt c, i n` tr"t d r9A 'jliq,st `^ak H`u i ,s2 t4 Lt'$r v R SERVED) e a, t. s•r t� "1>✓l ii 7 tyyA,l Y �� 14t K>tiE 5 nL�' 17r'��r�t"�a �"'�t� t y� ' ' l�" 44 S a'L � � t v} 1 r -n , P ,{{M • 9.,t' ° s f) Y +£a L'� (` lk� t>n�! t''? ,s C. K•VI ubUry dm'n A+,6 '� it >j r S` �qq,,`.� s l �♦ „t +Ta !� �Tti♦ tt�'� �e � t sh�:�M y^ � ,)I '. a �r S� 'ry�5 tY3+T (t4r+{`� :� v. � > „{�� F �p{ t t �'R, �i ''�♦.yJy� y� f"b, b" �t A y �rq{ e�� �1. z V.+�{' I f L SDO '"L 51. t UlY' `1 ✓` 1.�' t� Y xi .( }yF `?,.. }�`f I �ty "'si(Y C�. 1 t ~. WSDOTw'. {r I ayr h. ,yz 'iu ;' �. Y Lr. I,. tSa•* i'C r, f x b �h� , ty. y MITIGATION ti`SIT.}E� •r11 ! r'.. V >{ � t1 �^`„��"x.,' .,��_ n4{-q3`. i':�.,sx,: . .� �^3 t I r ♦ t"\8S71rACRES'L�F:• r1a�'rt L/IagC•` it I,(. IRESERVED)H „ r ” , I r`�. .-4l ,..,+. 4 i e". / 5 `�.i "AY � vFORriLEGALp� �, ,h,�?{q. z� Ai r � L (t I` Iz ......�j y j"? r DESCRIPTION }rte•. t /t �.v� �,1SEE iEXH161T�{C1 AI ! 1• + Lis _���'t` �-f...t�.,tQ'I;..{'����Y� t _ • $.{` �"L's.f/Af7}�$t Y•.•ri t,'1Y rm¢^� r t , i Rya `f✓ i i�"r ji�i PS-�t.�Y�l tt'd�S�t♦2TYa.3'sq' YP+`ut4•. k , . rN,, i �L yr :.- �-rrLY c i r � .�.�',� ''1, >, r` ! • _ • _ �• _ �{ y��4 4r '.V rk (�si t '� ~32` V ♦,{ • t Y{` \r r� �� .,c Y y�.`� ..>_:,��•sb��w'?:� _.\,?l�`�,. ,u.K±.Yfii?ll c a�+iN Y1'. �y»i� Yf EXHIBIT C-1 Legal Description of the approximately 8.71 acre (379.408 sf) certified mitigation site. ICN 1-17-09477(southwest parcel; sheet 6) Those portions of the southeast quarter of the southeast quarter of Section 11, and the southwest quarter of the southwest quarter of Section 12, all in Township 21 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the intersection of the east margin of the West Valley Highway and the south line of said Section 11, thence northeasterly and northerly along the east margin of said West Valley Highway to a point opposite Highway Engineer's Station(hereinafter referred to as HES) 579+17 on the SR 167 line survey of SR 167, Auburn: 17th St. SW to S. 285th St., and 1,182± feet westerly therefrom; thence easterly to a point opposite HES 579+12 on said line survey and 1,013 feet westerly therefrom; thence easterly to a point opposite HES 579+01 on said line survey and 574 feet westerly therefrom; thence southerly to a point opposite HES 578+47 on said line survey and 580 feet westerly therefrom; thence southerly to a point opposite HES 577+39 on said line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 576+29 on said line survey and 599 feet westerly therefrom; thence southerly to a point opposite HES 575+13 on said line survey and 600 feet westerly therefrom; thence southerly to a point opposite HES 574+04 on said line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 572+91 on said line survey and 574 feet westerly therefrom; thence southerly to a point opposite HES 571+72 on said line survey and 575± feet westerly therefrom, said point lying on the south line of the southwest quarter of the southwest quarter of said Section 12; thence westerly along said south line to the corner common to Sections 11, 12, 13, and 14, Township 21 North, Range 4 East, W.M., thence westerly along the south line of said Section 11 to the point of beginning; EXCEPT that portion conveyed to Halvard Thurmod and Pearl V Thurmod, under King County Recording No. 6722632. The lands herein described contain an area of 379,408 square feet, more or less, the specific details concerning all of which are to be found on sheet 6 of that certain plan entitled SR 167, Aubum: 17th St. SW to S. 285th St., now of record and on file in the office of the Secretary of Transportation at Olympia, and bearing date of approval June 12, 1969, as revised. EXHIBIT C-2 Legal Description of the approximately 5.49 acre(239.145 sf) uncertified mitigation site ICN 1-17-09476 (middle/west parcel; sheet 6) Those portions of the southwest quarter of the southwest quarter and the northwest quarter of the southwest quarter of Section 12, Township 21 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at a point on the easterly margin of West Valley Highway opposite Highway Engineer's Station (hereinafter referred to as HES) 579+17 on the SR 167 line survey of SR 167, Auburn: 17th St. SW to S. 285th St., and 1,182± feet westerly therefrom; thence easterly to a point opposite HES 579+12 on said line survey and 1,013 feet westerly therefrom; thence northerly to a point opposite HES 580+21 on said line survey and 1,021 feet westerly therefrom; thence easterly to a point opposite HES 580+12 on said line survey and 763 feet westerly therefrom, thence northerly parallel with said SR 167 line survey to a point opposite HES 581+68 thereon; thence northwesterly to a point opposite HES 583+29 on said line survey and 917 feet westerly therefrom; thence northerly to a point opposite HES 585+49 on said line survey and 916 feet westerly therefrom; thence northeasterly to a point opposite HES 585+97 on said line survey and 802 feet westerly therefrom; thence northwesterly to a point opposite HES 587+01 on said line survey and 860 feet westerly therefrom; thence southwesterly to a point opposite HES 586+37 on said line survey and 1,188 feet westerly therefrom, said point being on the easterly margin of the West Valley Highway; thence southerly along said easterly margin to the point of beginning. The lands herein described contain an area of 239,145 square feet, more or less. the specific details concerning all of which are to be found on sheet 6 of that certain plan entitled SR 167, Auburn: 17th St. SW to S. 285th St., now of record and on file in the office of the Secretary of Transportation at Olympia, and bearing date of approval June 12, 1969, as revised. EXHIBIT C-3 Legal Descriotion of the approximately 34.04 acre(1,482,783 sf)surplus State property, ICN 1-17-08645 (east/north parcel; on sheets 6 and 7) Those portions of the southwest quarter of the southwest quarter and the northwest quarter of the southwest quarter of Section 12, Township 21 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at a point on the easterly margin of West Valley Highway opposite Highway Engineer's Station (hereinafter referred to as HES) 579+17 on the SR 167 line survey of SR 167, Auburn: 17th St. SW to S. 285th St., and 1,182± feet westerly therefrom; thence easterly to a point opposite HES 579+12 on said SR 167 line survey and 1,013 feet westerly therefrom, said point being the True Point of Beginning; thence easterly to a point opposite HES 579+01 on said SR 167 line survey and 574 feet westerly therefrom; thence southerly to a point opposite HES 578+47 on said SR 167 line survey and 580 feet westerly therefrom; thence southerly to a point opposite HES 577+39 on said SR 167 line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 576+29 on said SR 167 line survey and 599 feet westerly therefrom; thence southerly to a point opposite HES 575+13 on said SR 167 line survey and 600 feet westerly therefrom; thence southerly to a point opposite HES 574+04 on said SR 167 line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 572+91 on said SR 167 line survey and 574 feet westerly therefrom; thence southerly to a point opposite HES 571+72 on said SR 167 line survey and 575f feet westerly therefrom, said point lying on the south line of the southwest quarter of the southwest quarter of said Section 12; thence easterly along said south line to the westerly right of way line of SR 167, said point being opposite HES 572+13.85 on said SR 167 line survey and 165 feet westerly therefrom; thence northerly along said westerly right of way line to a point opposite HES 583+00 on said SR 167 line survey and 165 feet westerly therefrom; thence northwesterly to a point opposite HES 587+00 on said SR 167 line survey and 215 feet westerly therefrom; thence northwesterly to a point opposite HES 592+00 on said SR 167 line survey and 455 feet westerly therefrom; thence northwesterly to a point opposite HES (15th St. NW)5+50 on the 15th St. N.W Ext. line survey of said Highway and 370 feet southerly therefrom; thence northwesterly to a point opposite HES (15th St. NW)1+37±on said 15th St. NM Ext. line survey and 192.32 feet southerly therefrom, said point lying on the easterly margin of the West Valley Highway; thence southerly along said easterly margin to a point opposite HES 586+37 on the SR 167 line survey of said Highway and 1,188 feet westerly therefrom; thence northeasterly to a point opposite HES 587+01 on said SR 167 line survey and 860 feet westerly therefrom; thence southeasterly to a point opposite HES 585+97 on said SR 167 line survey and 802 feet westerly therefrom; thence southwesterly to a point opposite HES 585+49 on said SR 167 line survey and 916 feet westerly therefrom; thence southerly to a point opposite HES 583+29 on said SR 167 line survey and 917 feet westerly therefrom; thence southeasterly to a point opposite HES 581+68 on said SR 167 line survey and 763 feet westerly therefrom; thence southerly parallel with said SR 167 line survey to a point opposite HES 580+12 thereon; thence westerly to a point opposite HES 580+21 on said SR 167 line survey and 1,021 feet westerly therefrom; thence southerly to the True Point of Beginning. Exhibit C-3 —page 1 The lands herein described contain an area of 1,482,783 square feet, more or less, the specific details concerning all of which are to be found on sheets 6 and 7 of that certain plan entitled SR 167,Auburn: 17th St. SW to S. 285th St.,now of record and on file in the office of the Secretary of Transportation at Olympia, and bearing date of approval June 12, 1969, as revised. I Exhibit C-3 —page 2 I EXHIBIT D AGREEMENT FOR SETTLEMENT OF LAWSUIT WITHOUT PREJUDICE This AGREEMENT (this "Agreement') is entered into as of the day of , 2010, by and between the CITY OF AUBURN, a Washington municipal corporation (hereinafter the "CITY'),_ the STATE OF WASHINGTON, a sovereign political entity (hereinafter the "STATE"), and THE AUBURN LAND COMPANY, a Nevada Limited Partnership(hereinafter the"PROPERTY OWNER'. RECITALS A. The PROPERTY OWNER is the owner of certain real property described as follows: The real property and all improvements thereon located in the City of Auburn, County of King, Washington, at the common address of 801 15th Street Northwest, Auburn, Washington (King County Tax Parcel No. 1221049009) which is legally described as follows ("Property"): The northeast quarter of the southwest quarter of Section 12,Township 21 North, Range-4 East, W.M., in King County, Washington; EXCEPT that portion condemned for State Highway under King County Superior Court Cause Number 718093 and conveyed to the City of Auburn by Governor's Deed recorded under King County Recording number 7402270280; AND EXCEPT portion for Railroad Right of Way as established by instruments recorded under Auditor's File Nos. 214885 and 220487 B. PROPERTY OWNER filed a lawsuit against the CITY and the STATE; alleging inverse condemnation of the above-described Property The parties have reached an agreement whereby the lawsuit, and all claims against the CITY and the STATE, shall be dismissed pursuant to an agreement between the parties whereby the CITY shall pay to the PROPERTY OWNER $75,000.00 as full and complete compensation for the settlement of the lawsuit. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, PROPERTY. OWNER, STATE and CITY hereby agree as follows: 1 Settlement of Lawsuit. The PROPERTY OWNER, the STATE and the CITY agree that upon the payment by the.CITY to the PROPERTY OWNER of $75,000.00, the parties shall execute and file with the Court a Stipulation and Order of Dismissal .___.__---------- - AGREEMENT FOR SETTLEMENT OF LAWSUIT WITHOUT PREJUDICE Page 1 of3 EXHIBIT D —page I Without Prejudice and without Costs in King County Superior Court Cause No. 07-2- 16064-7 KNT The parties further agree that-thereafter they shall promptly take any such steps as necessary to remove any encumbrances or clouds from the legal title of the property relating to said lawsuit. 2. Notices. All notices, demands and other communications required or permitted to be given hereunder shall be in writing, and shall be sent by personal delivery (including by means of professional messenger or courier service) or registered or certified mail, postage-prepaid, return-receipt requested. Notice shall be deemed to have been given if personally delivered, upon receipt, and if sent by mail, three (3) days after duly deposited in the U.S. Mail. The parties' respective addresses for notices are as follows: If to CITY. With copies to: City of Auburn City Attorney's Office Human Resources Department City of Auburn 25 West Main Street 25 West Main Street Auburn,WA 98001-4998 Auburn, WA 98001-4998 Attn: Director of Human Resources Attn: City Attorney If to PROPERTY OWNER: With copies to: Auburn Land Company Steven A. Reisler Attn: Donald Dombrowski, MD Attorney at Law 7545 Spanish Bay Road 4500 Sand Point Way NE Ste 250 Las Vegas, Nevada 69113 Seattle,WA 98105-3941 If to STATE: And to: Washington State Dept, of Transportation Washington State Dept, of Transportation Attn: NW Region Real Estate Services Manager Attn: Director of Enterprise Risk Management 15700 Dayton Avenue North P.O. Box 47418 P.O. Box 330310 Olympia, WA 98504-7418 Seattle,WA 98133-9710 it Notice of change of address shall be given by written notice in the manner detailed in this Section 2. 3. General. This Agreement may be modified only in writing, signed by CITY, STATE, and PROPERTY OWNER. Any waivers hereunder must be in writing. No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement shall = be governed by the laws of the State of Washington. This Agreement is for the benefit only of the,parties hereto and shall inure to the benefit of and bind the heirs, personal representatives, successors and permitted assigns.of the parties hereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity-or enforceability of any other provision hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall AGREEMENT FOR SETTLEMENT OF LAWSUIT WITHOUT PREJUDICE Page 2 of.3 EXHIBIT D —page 2 constitute one and the same instrument. Signatures transmitted by email or facsimile shall be deemed originals. 4. Each of the provisions of this Agreement has been reviewed and negotiated, and represent the combined work product of the Parties hereto. No presumption or other rules of construction which would interpret the provisions of this Agreement in favor of or against the Party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this Agreement, 5. Attorneys' Fees. In the event suitor action is instituted to Interpret or enforce the terms of this Agreement, the prevailing party therein shall be entitled to recover from the other party such sum as the Court may adjudge reasonable as attorneys'fees, including fees incurred at trial, on any appeal and in any petition for review. 6. City Council Approval. The signature of the Mayor of the City of Auburn hereon binds the City of Auburn herein and acknowledges the approval of the City Council of this Agreement. SIGNED in duplicate original as of the date first above written. CITY F - THE AUBURN LAND COMPANY By Peter ewis-,Abli m Mayor Name Title ATTE�ST� ( /� STATE OF WASHINGTON Danielle E. Daskam,Auburn City Clerk J n Jeri en, NW Region RES Mgr Washi ton State Dept of Transportation qoM Milton, Enterprise Risk Mgt. Dir. Washington State Dep't of Transportation APPROVED AS TO FORM: APPROVED AS TO FORM: Daniel B.Held,Auburn City Attomey Ian A..Northrip,WSBA#21405 Assistant Attorney General _,.---------------- — -- AGREEMENT FOR SETTLEMENT OF LAWSUIT WITHOUT PREJUDICE Page 8 of 3 EXHIBIT D —page 3 Jui 09 10(14 5sp p•2 aorvsm to one MW 1HS My hisfiurnaovt. Slgnelures (mnslnkiad try email or facsimile shell be deemed originals. 4. Ell ch of the provitiorre of flu Agreement has b t"MVawad aud n agalialed,and represent the tuntined work prodltct of the PstUes hatelo. NO presumPWn or other rulss of canstrudmn wMCh Wrauid_7nlerprsl they praWdons df this Agreerrrnnl it favor or or upainst the Phrly Preparing live Wr ho sbal-ho e#npFesbta.in-rPrsneGtpn with the construction cr Inkrprelatlon of any girths prmrleions aft is Agreament e. Aitub uys'Fees. In ilia swat suit x eclion Is lnsWutad to Interpret or errfarne 9% W"st 110 Agtftmerrt,Ihes 17"WMlrrg Partylheretn shag tra entitled to recover fr mr the otltai party siickr Sum 08 tho Covet FOW adjudge reasonable as'aRCrneys'fees,Including tees Incum r!at trial„2n any apPial and In any OwMan far mvlaw. G, City CoUndi Approval. The aignalufe of the Mayor Of•the City m Auburn hereon WKIS the Cky of A 4jtiwn herein and aekwMedda the apprnyel or ttre city CdlrMl of this A,gm mr t SIGNED In duplWa or%Kne i as of thodato Brst above wdden- Cy THE APURN WO COMPAW P `&. Levels,Auy(trn Mayor By Name J: '"Pao Toler ATTEST STATE WASHINGTON &IM Atdmm C John•Jaesen,KW Region RES Mgt Wrshkrgtan 9tsao M40 of Tramepdrimlan 2rrt Mmleq Enterprise Risk Mgt, Mr. �ft9�awe MP't 0Trta ticn OPROVED ASTOFORM: APPROVED As ToFORV, r-^ +( *Oenlieid.AubumC: rl-toumy Ion woohrip,lhfSBA#21JOS A981ktardAttorney General AGREEWV47 FOR 8ErREmBrol;IAv6Pup 3 orS WTV17tryT PrEprCQ - EXHIBIT D —page 4 AJ CITY OF :u Peter B. Lewis, Mayor WASHINGTON 26 West Main Street#Aubum WA 96001-4998 #www.-aubumwa.gov*263.931-3000 July 8, 2010 Donald Dombrowski, MD Auburn Land Company 7545 Spanish Bay Road Las Vegas, Nevada 89113 Steven A. Reisler Attorney at Law 4500 Sand Point Way NE Ste 250 Seattle, WA 98105-3941 Re: Letter of Understanding Gentlemen: This letter communicates the City of Auburn's commitment to purchase the Auburn Land Company property described in the purchase and sale agreement included with this letter, and the Citys commitment to conclude the sale in accordance therewith. Once the property is no longer encumbered by King County Superior Court Cause No. 07-2-16064-7 KNT, the City is not aware of any remaining contingencies that would prevent closing of the purchase and sale agreement. In order to ensure dismissal of the lawsuit, which benefits the City and the State, and to ensure payment of the full purchase price,which benefits the Auburn Land Company, all three parties agree, by their signatures below, to the additional settlement terms contained in this letter The parties had originally approached the purchase and sale of the property as part of a settlement of the lawsuit involving the same property However, it is advantageous for the City of Auburn to settle the lawsuit before closing the purchase and sale to clear the property's title. This letter is provided to induce the Auburn Land Company to settle the lawsuit and close the sale of the property to the City separately The City will comply with both the settlement agreement and the real estate Purchase and Sale Agreement. The City has concluded its due diligence and waived any objections to title, other than the encumbrance of the lawsuit; after the lawsuit is dismissed and no longer appears as an encumbrance on the title, the City will have the funds to purchase the property and will close as soon thereafter as reasonably possible. You may rely on the representations in this letter as a commitment by the City to purchase the property as described In the Purchase and Sale Agreement, made with the concurrence, authority and approval of the Auburn City Council. The City of Auburn intends to include the property in its Auburn Environmental Park. Additionally, the City and the Washington State Department of Transportation are negotiating agreements, and have every intention of Implementing such agreements, that will ultimately transfer to the City environmental mitigation sites owned by the State, after those sites are certified by the agency requiring mitigation. The land the State will transfer is within a parcel generally bordered on the East by SR 167, on the West by SR 181, and on EXHIBIT D —page 5 AUBURN*MORE THAN YOU IMAGINED Letter of Understanding To:Donald Dombrowski,MD And To:Steven A Relsler July 8,2010 Page 2 of 3 the North by 15th Street NW, this transfer is specified with more particularity in the agreement between the City and the State. in connection therewith, upon concluding its purchase of the Aubum Land Company property, the City of Auburn shall convey to the state Department of Transportation a drainage easement on the former Auburn Land Company property If the City does not complete its purchase of the Auburn Land Company property,the State will have no obligation to transfer the above-referenced land. The City will conclude the purchase as soon as possible after the property's title report no longer refers to the lawsuit as an encumbrance, and you shall be entitled to enforce in court your right to conclude the sale should the City fail, for any reason, to complete the purchase. It is further agreed and understood that the dismissal of the lawsuit shall be without prejudice, but Auburn Land Company may re-file it only if the City fails to close the property purchase. Upon dismissal without prejudice, all of Auburn Land Company's claims and all of the City and State's defenses or counter-claims currently set forth in the lawsuit or presently related thereto shall be tolled from the time of such dismissal until the lawsuit is re-filed, should that occur as a result of the parties' failure to conclude the agreements between them, so that the parties are in the same position with respect to the claims and defenses as they would have been had the lawsuit not been dismissed. But it is further agreed and understood that when the City closes its purchase of the Auburn Land Company property, Plaintiff agrees to forever give up and release its right to re file the lawsuit. It is understood and agreed by the parties that upon the City closing the purchase of the Auburn Land Company property as agreed and the separate payment of the $75,000 referenced in the parties' Agreement Settling Lawsuit Without Prejudice (which $75,000 dollar payment will be made.Immediately upon execution by all parties of the settlement agreement), Auburn Land Company also fully releases and forever discharges the City and the State from and against any and all past, present or future claims, demands, actions, rights, causes of action, obligations, costs, expenses, damages, losses, and liabilities, of any kind or nature whatsoever, based on tort, contract, civil rights law, the legal theories raised in the dismissed cause, or other theory of recovery, including, but not limited to, claims under 42 U.S.C. § 1983, existing, claimed to exist, or which can hereafter ever arise out of or result from or in connection with any past, current, or future act, error, or omission relating to Auburn Land Company's ownership of the property, the Citys and the State's actions or inactions claimed to affect the property in any way, the facts alleged in the Auburn Land Company's previously filed claims for damages, or the facts alleged in the above-described lawsuit. This release fully protects and fully binds the officials, agents, servants, employees, stockholders, representatives, sureties, attorneys, predecessors, successors, and assigns of the City, State, and Auburn Land Company, and all other persons, firms, or corporations with whom any of the former have been, are now, or may hereafter be affiliated. EXHIBIT D —page 6 Letter of Understanding To:Donald Dombrowski,MD And To:Steven A Reisier July 8,2010 Page 3 of 3 If this is acceptable, please sign where indicated below and return a copy to me. By cc'ing the State Department of Transportation, I am also asking for their concurring signature hereon as well. Sincere , Pe r B. Lewis, Mayor City of Auburn Reviewed and approved as to form: 'rte Dan I , ity Attorney City of Auburn cc: Washington State Dept. of Transportation Transportation and Public Construction Division NW Region Real Estate Services Manager Washington State Attorney General's Office 15700 Dayton Avenue North P.O. Box 40113 P.O. Box 330310 Olympia,WA 98504-0113 Seattle,WA 98133-9710 THE AUBURN LAND COMPANY STATE OF WASHINGTON DEPT OF TRANSPORTATION By By �r�- o1 Name Name ai IP-Pg-# S_ ;Zed Title Title A— Date Date 71Zg1 9/7 STATE OF WASHINGTON DEPT OF TRANSPORTATION By C. Nam f4A G . M1LrrolsJ Title b i n arA'1 - Q ilv(2 YV) V' 9 Date 10 A r EXHIBIT D —page 7 Z12— A. AAc, OZ110 r - LatkMOf W'ad�era� TO!Mmrd combmww,MD MdTw8hmnA Ftl3d4 Jury 0.iP1Q pa asof3 Ihb ale OepoAttwA t orTm tpodatloms�am a�awn0 foi thair 0ott1M'tinp 9gnature h ereoe as wall. tm� Cly of Auhwn�MdyO [ ReOe-nduWapprowd"tofaml: Da of sid,City Altorrey C4 of AL tt rn cm VV"hfnpron.smm Oept orr qpl Trm%pwwlkp and pubtk conatrucBw 0jv1917P mfv ftbrl Raw rib A+sorocim16umnar VA99*plo $Wba Atbxilay OOrultirsfalAoa 187)CDay1m,Ay"Lke uwth P.9.9[a44119 Su 64x A See _ OJ Mpla.WA W=4.Di1a Bid11Y;,WA 6ei33&710 THE AUBURN LAME CLAW STATE OF WASHMTON DEPT OF'TRANSPORTAMON By Name d It J'` .,�'t-0yJ;I TFltr G'Pwi /? Nam 70Ne Ddta� . ! f d3 Dais STATE OF WASHINGTON DEPT OF rRAMPQRTATION By Mania Tiw D EXHIBIT D —page 8 EXHIBIT E I After recording return document to: State of Washington Department of Transportation �� �1 WII�1��ppp91 AAA Real Estate Services Office P O Box 47338 2 1 qq 99)20®®R q pmctFxc nu rar eas 65.00 Olympia WA 98504-7338 vasa-m0i oK ema '5/;2[2011 08:25 K14� WUnTr, WP EASEMENT BEIN G RE-RECORDED TO CORRECT LEGAL DESCRIPTION AND TO ADD GRANTEE'S ACCEPTANCE BLOCK Document ride: Drainage Easement Reference Number of Related Document: 20101222000117 Grantor- City ofAuburn i Grantee: State of Washington,Department of Transportation Legal Description: Ptn NE%SIN/,of Section 11, T21N, R4E, W.M.,King County Additional legal description is on pages 1 of document. Assessor's Property Tax Parcel Account Number. 1221049009 fto i Maid by P�Fla ed M*u i aecatm odnftn only. It rM not boar SR 167,Auburn: 17th St.SW to S.285th SL wuurkmd as to proper axnuga so Sheets 6 and 7 m m umdbaet u®mrti�,,as Parcel No. 1-6457 I Ir EXHIBIT E —page 1 { 20101222006r17--�°eor�u�zEas sz.ee 1 /ZOra-0 ' AFTER RECORONG RETURN TO: K e01/aTY wasNagron S„"Dcpanm afTrenapertation Ame Norarrert Region Real;f_T SeM¢s 1Hmi W { 137 &=North P.O.Boa 330310 St 14 WA 98133.9710 DRAINAGE EASEMENT The GRANTOR CITY OF AUBURN,a municipal corporation of the State of Washington, for and in consideration ofthe settlenien[of King County Superior Court Case Number07-2-16064 7 and of the benefits conferred by the settlement agreements bet a the City ofAubum,the Stare of Washington,and the Auburn hand Company, grant and convey to the GRANTEE STATE OF WASHINGTON, a sovereign political entity, Department of Transportation, and its assigns, a perpetual,non-exclusive easemcnt for storsm and surface water flow and storage over,on,undo,and across the real property described below for the historic and on-going storm and surface water flow or storage caused by or due to the construction,reconstruction,operation,and/"mainOmance ofthe adjacent State Route 167 highway,its associated drainage system,and its other structures,including the Mill Creek conveyance under State Route 167,thus benetitii g the State Route 167 right of way. Together with the right of ingress and egress over the real property described below to inspect, monitor,and maintain water flow and storage. Said real property being located at vol 15th Street Northwest,Auburn, WA 98002,identified es King County Tax Parcel N0.4221049009,legally described as follows: The Northeast Quarter(N*A) of the Southwest Quarter(SWYa) of Section 12, Township 21 North,Range 4 East,W.K.in King County,Washington. that portion condemned for State Highway under King County Superior Court Cause Number 718093 and conveyed to the City of Auburn by Governor's Deed recorded under King County Recording number 7402270290. AND EXCEPT portion for Railroad Right of Way as established by instruments recorded under Auditor's File Nos.214685 and 220487 ' situated in the County of King,State of Washington. EXCISE TAX NOT REQUIRED Jana 139.Ramrda MAWM EASEMENT Page 1 i 1 EXHIBIT E — page 2 Dated this .v��day of �LCGs+..�.[i-J ,20 Iv RANT Peter B. ,Aublan Mayo Danielle Daskam,Auburn City Clerk STATE OF WASHINGTON ) ):as COUNTY OF KING ) ON THIS��day Of b! _2l)/-0, before me,personally appeared Peter B.Lewis and Danielle Daskent,to me known to be the Mayor and City Clerk,respectively,of the Graatotq the MunicW corporation that executed the within and foregoing instrument, and acknowledged said insirurncm to be the free and voluntary as and deed of said corporation,for the uses and Pttrpoaes therein mentioned,and on oath stated that they were authorized to execute said ' Instrument. WITNESS my hand and official seal hereto the day and year in this certificate first above written. .oa\...wtlly 1 � Notary Oublic, in n a0d apd for of Washidgton, residing at Aft .t..P^ ego _ ,.'n. MY Appointment Expt !!,3 1-9• r t Accepted and Approved STATE OF WASHINGTON, Department ofoff/Transpo/rLt�]C�ytion SyOnn L Jensen, Nort west n�ion Re—T- EASEME Tpgge2 lWl Estate Services Manager Date cc cc EXHIBIT E —page 3 i Me ry ntv no set%im ssmwof'�W x ro hm tom, wroe ¢ nn�on° ma a the nty c ate EXHIBIT E —page 4 AFTER RECORDING RETURN TO- EXHIBIT F ATTN REAL ESTATE SERVICES DEPARTMENT OF TRANSPORTATION P O BOX 47338 OLYMPIA, WA 98504-7338 Document Title: Quitclaim Deed Reference Number of Related Document: N/A Grantor: State of Washington,Department of Transportation Grantee: City of Auburn Legal Description: Attached as Exhibit [Insert either "C-1"or"C-2" and attach appropriate description] Assessor's Tax Parcel Number: ptn 122104-9012(for 8.71 acre parcel—C-1) ptn 122104-9011 and 122104-9012 (for 5.49 acre parcel—C-2) (copy/pasteldelete tax parcel numbers from one deed to another. Delete,reference to size) QUITCLAIM DEED SR 167,Auburn: 17th St. SW to S. 285th St. The STATE OF WASHINGTON acting by and through its DEPARTMENT OF TRANSPORTATION, Grantor, hereby conveys and quitclaims unto the CITY OF AUBURN all right, title, and interest under the jurisdiction of the Department of Transportation in and to the following described real property situated in King County, State of Washington, for and in consideration (1) of the CITY OF AUBURN, a municipal corporation, Grantee, assuming in perpetuity all future post-certification preservation and protection obligations as further provided herein, including all maintenance and operation costs associated with such preservation and protection obligations of the environmental mitigation site lands in perpetuity as required by RCW 47 12.370; (2) of the settlement of King County Superior Court Case Number 07-2-16064- 7; and (3) of the benefits conferred by the settlement agreements between the Grantee, the Grantor, and the Auburn Land Company For legal description and additional conditions, see Exhibit [Insert either"C-1" or "C-2"1 attached hereto and made a part hereof. RES 411 Page 1 of 6 Pages IC# Revised 1/2011 The Grantee herein, including successors or assigns, shall have no right of ingress or egress to, from and between SR 167 and the lands herein described, nor shall they be entitled to compensation for any loss of light, view and air occasioned by the location, construction, maintenance or operation of said highway Grantor retains all such rights. The specific details concerning at, of which may be found on sheet [6 for C-1, 6 and 7 for C-2] of that certain plan entitled SR 167, Auburn: 17th St. SW to S. 285th St., now of record and on file in the office of the Secretary of Transportation at Olympia, Washington, bearing date of approval June 12, 1969 Subject to all existing encumbrances, including easements, restrictions and reservations, if any; The Grantor hereby retains an easement to continue the use of any drainage ditches, culverts, or other structures located on the described property for the purpose of conveying water to or from the described property The Grantor also hereby retains an easement over, under, upon and across the described lands for the purpose of the perpetual right,power and privilege to continue past and current drainage, flowage, and storage of water (and any accompanying sediment) caused by or due to natural phenomenon and the construction, operation, and/or maintenance of the existing SR 167 highway and its associated ditches, culverts, and other structures. As part of this easement, the Grantor also retains the right, power, and privilege to use the described lands for the purpose of future additional or different drainage, flowage, and storage caused by construction, reconstruction, operation, and/or maintenance of later changes to SR 167 and any associated structures, to the extent the different or additional water does not violate environmental permits issued for such changes to SR 167 or prevent the City from maintaining the existing mitigation sites on the described property PROVIDED, that this easement does not prohibit the City from altering drainage on the described lands, but only if doing so would not violate the directions of any regulatory agency governing the mitigation site or the terms of any documents creating,permitting, or certifying the mitigation site that has been constructed on the property, as those documents exist on the date of conveyance or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory RES 411 Page 2 of 6 Pages IC# Revised 1/2011 agency, and only if doing so does not adversely impact the State's easement. As part of this easement, the Grantor also retains the right of ingress and egress over the described lands to monitor and inspect drainage from the SR 167 highway and its associated ditches, culverts, and other structures. The scope of this easement does not authorize land uses that would harm the compensatory mitigation that has been built on the described property or that would violate the terms of the documents creating, permitting, or certifying the mitigation site that has been constructed on the property, as those documents exist on the date of conveyance or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency(listed below). AND subject to Grantor retaining an easement for access, ingress, and egress to allow Grantor to continue performing maintenance and monitoring until the mitigation site on the conveyed property has been certified by the agency requiring mitigation, but Grantor shall provide notice to Grantee before each u"se, and said easement will expire upon certification. This property is being conveyed subject to the terms and conditions of following documents creating, permitting, or certifying the mitigation site, as those documents exist on the date of conveyance or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency, specifically including the obligation to perpetually maintain, operate, monitor, preserve, and protect the mitigation site located on the property, which documents are attached to this Deed and the terms of which are hereby incorporated by reference: [list and date the documents creating, permitting, or certifying each mitigation site, g6:eV ing the conveyed mitigation site] The Grantee's use of the property is expressly and perpetually restricted to only those uses consistent with preserving the functions and values of the property as a mitigation site and those uses consistent with the terms of the above-referenced permits and as provided in the Settlement Agreement and Agreement to Transfer Real Property between the State of RES 411 Page 3 of 6 Pages IC# Revised 1/2011 Washington and the City of Auburn dated This restriction on Grantee's use of the property serves and benefits other real property owned by the Grantor and upon which the Grantor constructed the project for which the above-referenced permits were issued. The restriction on the Grantee's use of the property shall run and remain with the land conveyed by this Deed and be binding on the Grantee's successors or assigns. The restriction on the Grantee's use of the property shall be liberally construed to prohibit any use inconsistent with preserving the property as a mitigation site or inconsistent with the terms of the above-referenced permits. Should the Grantee fail to perpetually maintain, operate, preserve, and protect the environmental mitigation site lands as required herein and as required by the Settlement Agreement and Agreement to Transfer Real Property between the State of Washington and the City of Auburn dated _ and as required by applicable law and by the above-referenced permits and any other documents creating, permitting, or certifying the site, and/or should the Grantee fail to observe the restrictions on the use of the environmental mitigation site lands herein conveyed, the said environmental mitigation site lands shall automatically revert to the ownership of the State of Washington without cost or further obligation on the part of the Grantor. The Grantee agrees to quitclairim the said environmental mitigation site land to the State of Washington immediately upon request. The Grantee herein, on behalf of itself and its successors or assigns, waives and/or releases the Grantor from any past, present, or future claims for damages directly or indirectly caused by highway drainage or runoff, and further the Grantee, its successors or assigns, shall have no right of compensation for damages to the property herein conveyed caused directly or indirectly by highway drainage or runoff. The Grantee as part consideration herein does hereby agree to comply with all civil rights and anti-discrimination requirements of Chapter 49.60 RCW as to the lands herein described. The lands herein described are conveyed pursuant to the provisions of RCW 47 12.370. Dated at Olympia, Washington, this day of 20_ RES 411 Page 4 of 6 Pages IC# Revised 1/2011 STATE OF WASHINGTON Paula J Hammond, P.E. Secretary of Transportation APPROVED AS TO FORM. BY. Assistant Attorney General REVIEWED AS TO FORM. City of Auburn By. Name: Title: RES 411 Page 5 of 6 Pages IC# Revised 1/2011 STATE OF WASHINGTON ) ): ss County of Thurston ) On this day of 20 before me personally appeared Paula J Hammond, P.E., known to me as the Secretary of Transportation, Washington State Department of Transportation, and executed the foregoing instrument, acknowledging said instrument to be the free and voluntary act and deed of the State of Washington, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument. Given under my hand and official seal the day and year last above written. Notary (print name) Notary Public in and for the State of Washington, residing at Olympia My Appointment Expires RES 411 Page 6 of 6 Pages IC# Revised 1/2011 EXHIBIT G AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY This PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of the day of 2010, by and between the CITY OF AUBURN, a Washington municipal corporation, as Purchaser (hereinafter the "CITY'), and THE AUBURN LAND COMPANY, a Nevada Limited Partnership (Hereinafter the "SELLER"). RECITALS A. The SELLER is the owner of certain real property and all improvements thereon located in the City of Auburn, County of King, Washington, at the common address of 801 I5.th Street Northwest(King County Tax Parcel No. 1221049009)which is legally described as follows("Property'): The northeast quarter of the southwest quarter of Section 12,Township 21 North, Range 4 East,W.M., in.King County,Washington; EXCEPT that portion condemned for State Highway under King County Superior Court Cause Number 718093 and conveyed to the City- of Auburn by Governor's Deed recorded under King County Recording number 7402270280; AND EXCEPT portion for Railroad Right of Way. ., B. BARGAIN SALE PURCHASE. The City acknowledges that it is Seller's intention to effectuate a"bargain sale".of the property,Le. a sale to a governmental non- profit organization that qualifies as a charity pursuant to the United States tax laws and Internal Revenue Code. The City acknowledges that, from Seller's perspective, the subject sale is at a price below fair market value (which, though asserted by Seller, is not necessarily agreed to by the City), wherein the difference Seller will consider a charitable contribution under applicable sections of the internal Revenue Code. The bargain sale price of the Property of $629,800.00 (SIX HUNDRED TWENTY-NINE THOUSAND EIGHT HUNDRED DOLLARS) is less than what the Seller contends the fair market value of the property would be if.not damaged as established by the 2010 appraisal of Lamb Hanson Lamb Appraisal Associates, Inc. Seller acknowledges that (a)'the substantiation of a charitable contribution deduction rests exclusively with Seller for the City's execution of Intemal Revenue Service Form 8283 that has been fully completed and signed by Seller and Seller's appraiser, (b) the City may refuse to oxeoute.Internal Revenue Service Form 8283 if, in its sole discretion, the valuation of the Property is not something with which it is not.reawriably or sufficiently acquainted as to What the value of the Property could be if the property were fully developable, (c) st.the request of the City, Seller shall provide a copy of Seller's appraisal for review by the City in conjunction with its review of the Internal Revenue Service Form 8283; and, (d) the seller agrees to sign a statement of difference, in value acknowledging that ------------------------------S--------E---'------ _ - AGREEMENT FOR PURCHASE AND SALE OF.REAL PROPERTY Page i of ii EXHIBIT G —page 1 before the sale, the owner was aware of the estimated just compensation amount and made the choice to sell for less than the estimated flair compensation voluntarily, as an act of free will. C. And SELLER desires to sell the Property to CITY, on the terms and conditions set forth herein. D. The Parties acknowledge that the purchase of the property is being f partially funded by a grant from the Washington State Recreation and Conservation if Office. The Parties hereto also recognize that there may be obligations that are tied to this grant funding, and agree to cooperate with any such requirements or obligations, provided that no such obligations or requirements unduly increase the obligations or responsibilities of the SELLER, or decrease the purchase price to be paid to -the SELLER. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, SELLER and CITY hereby agree as follows: 1. Certain Defined Terms. For purposes of this Agreement, the terms set forth below shall have the meaning.assigned to them: I 1.1 "Closing"or"Close of Escrow" means the recordation of the Deed In the Official Records and SELLER's receipt of the Purchase Price. 1.2 "Closing Date" means any mutually agreeable date on or before 60 (sixty) calendar days after this Agreement has been signed by all parties hereto. 1.3 "Escrow"means the escrow opened with Escrow Agent for the consummation of the transactlorrdescribed in this Agreement 1.4 "Escrow Agent"means Chicago Title Insurance Company 1.5 "Official Records" means the official real property records of King County, Washington. 1.6 "Opening of Escrow" means the date a fully executed copy of this Agreement is deposited with Escrow Agent. 1.7 "Permitted-Exceptions"has the meaning as set forth in Section 6.4 below. 1.8 "Purchase Price"has the meaning as set forth in Section 3. r — -----—--------------------—--------- — ----—°-- AGREEMENT FOR PURCHASE AND'SALE OF REAL PROPERTY Page 2 of 11 EXHIBIT G —page 2 1.9 "Title Company"means Chicago Title Company. 1.10 "Titre Policy" means an ALTA (1970 Form 13) extended coverage owners policy of title insurance issued by the Title Company to CITY with coverage in the amount of purchase price, showing title to the Property vested in CITY subject only to the Permitted Exceptions. 2. Purchase and Sale. The SELLER agrees to sell to CITY, and CITY agrees to purchase from SELLER, the Property upon the terms and conditions set forth in this Agreement. 3. Purchase Price; Cash Payment. The total cash purchase price for the-Property (the "Purchase Price's shall be Six Hundred, Twenty-Nine Tfiousand, Eight Hundred Dollars arid No/100's ($629,800.00). The Purchase Price shall be paid to SELLER in cash at Closing. 4. Earnest Money Deposit. On execution of this Agreement, CITY shall deposit with Escrow Agent Twenty-Five Thousand Dollars and No/100's.Dollars($25,000.00)in cash (the-"Deposit"), which shall be held by Escrow Agent as an earnest money deposit hereunder. The Deposit shall be held in Escrow and applied or disposed of by Escrow Agent as provided herein. Escrow Agent shall place the Deposit in an interest-bearing account approved by CITY and SELLER and all interest earned thereon shall be added to and become a part of the Deposit 5 Due Diligence. 5.1 Due Diligence Contingency Waived. CITY has conducted reviews of the site of the Property and has independently obtained and reviewed such documents as SELLER would normally provide as part of a due diligence review, and CITY has determined in its sole discretion that it intends to acquire the Property, and this Section 6.1 shall serve as notice to SELLER of such determination. CITY's due diligence contingency is hereby satisfied and waived. The Deposit is•nonrefundable (except as otherwise provided herein), and CITY shall proceed to Closing. Upon such satisfaction and waiver, the Deposit is nonrefundable (except as otherwise provided herein), and CITY shall proceed to Closing. 5.2 Title Commitment. Promptly after mutual execution of this Agreement, CITY shall obtain an extended preliminary title insurance commitment covering the Property from the Title Company (the ""Commitment's, together with copies. of all recorded documents listed as special exceptions therein. Approval by CITY of the exceptions to title set forth In the Commitment(other than as hereinafter set forth)shall be a condition precedent to CIT1^s obligation to purchase the Property. Unless CITY gives written notice that it disapproves the exceptions to titie.shown on the Commurnent.(other than the exceptions to title approved by CITY and described in Section 6.4 below), stating AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 3 of 11 — EXHIBIT G— page 3 the exceptions so disapproved, within thirty (30) days after the date of this Agreement, CITY shall be deemed to have approved such exceptions. If CITY disapproves any title exceptions, SELLER shall have a ten (10) day period after its receipt of CITY's written notice of disapproval of the same within which to provide written notice to CITY as to which of such disapproved title exceptions the SELLER will remove (or cause to be removed) tom title; provided, however, that SELLER shall not be required to actually remove such exception(s) until Closing. If, for any reason, SELLER's notice given pursuant to the immediately preceding sentence does not covenant to remove all of CITY's disapproved iide exceptions at or prior to Closing, CITY shalt have the right to terminate this Agreement by written notice to SELLER and Escrow Agent given within ten (10) days after the earlier of the expiration of such ten (10) day period or the date 1 SELLER informs CITY that it does not intend to remove the disapproved items (the 1 'Termination Notice'. CITY's failure to deliver the Termination Notice within such ten (10) day period shall be deemed CITY's approval of any such previously disapproved title exception. If CITY delivers the Termination Notice within such ten (10) day period, the obligation of SELLER to sell, and CITY to buy,the Propsity as herein provided shall terminate and the Deposit shall be returned to CiTY CITY shall have the option to waive the condition precedent set forth in this Section 5.2 by written notice to SELLER. In the event of such waiver, such condition precedent shall be deemed satisfied. 5.3 Permitted Exceptions. in addition to such other exceptions to title as may be approved by CITY pursuant to the provisions of Section 5.3 above, CITY shall accept this to the Property subject to the following(collectively,the"Permitted Exceptions': 5.3.1 The printed exceptions which appear in the ALTA (Form 19708) form extended coverage owners policy of title insurance issued by Title Company in the State of Washington;and 5.3.2 Items created by,or on behalf of, CITY 5.4 No New Leases or Contracts. Prior to Closing, SELLER shall not enter into any new leases; contracts or agreements affecting the Property without the"prior written consent of CITY, except the SELLER may enter.into interim contracts or agreements in connection with the management, maintenance, repair or preservation of the Property In the normal course of business If each such contract or agreement expires or is terminated at or prior to Closing. 6. CITYs Right of Entry CITY, and Its agents and consultants, at CITY's sole expense and risk, may enter the Property during the term of this Agreement at reasonable times scheduled in advance with SELLER for the purpose of CITY's due diligence study of the Property. CITY shall(a)exercise care at all times on or abouVhe Property, iindIbY take precaUtiohs for the prevention of injury to persons or damage to property on or about the Property. CITY shall keep the Property free from all mechanics', m2tedalmen's and other liens, and all claims thereof,'adsing from any work or labor done, services performed, or materials and supplies furnished in connection AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 4 of 11 i EXHIBIT G—page 4 with CITY's actions in the exercise of its right of entry on the Property, and CITY shall Indemnify and defend SELLER against and hold SELLER harmless from all such liens and claims. If this transaction fails to dose for any reason other than a default by SELLER hereunder, CITY shall furnish SELLER with a copy of all such Inspections, studies and surveys and shall assign or quitclaim all of CITYs right, title and interest in and to any permits, approvals, or permit or approval applications. 7 Closing. 71 Time for Closing. This purchase and sale shall be closed in the office of Escrow Agent on the Closing Date. CITY and SELLER shall deposit in Escrow with Escrow Agent ail instruments, documents and monies necessary to complete the sale in accordance with this-Agreement Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to SELLER. 7.2 Closing.Costs. ,-7:2:1 SELLER's Costs. SELLER shall pay(a)the premiums for the standard coverage portion of the Title Policy, including applicable sales tax, (b) one-half ('/:) of all escrow fees and costs, (c)'SELLER's share of proration, if any, and (d) all assessments for local Improvement or special benefit districts. 7.2.2 CITY's Costs. CITY shall pay (a) one-half(Y) of all escrow fees and costs, (b) the recording fees for the Deed, (c) CITY's share of proration, if any, and (d) any additional premium charged for extended coverage for the Title Policy and any additional endorsements or coverage CITY may require, including applicable sales tax. 7.2.-3 Other Costs. CITY and SELLER shall each pay its own legal fees and fees of its ow consultants. All other costs and expenses shag be allocated between CITY and SELLER in accordance with the customary practice of King County,Washington. ' 01 Y. .. 7.3 Real Property Taxation. SELLER shall be responsible for all real property taxes due and owing prior to the Closing. 7.4 Closing:Documents. it 7 4.1 SELLER's Documents. At Closing, SELLER shall deliver to Escrow Agent the following instruments and documents: 74.1.1 An executed and acknowledged di4ed oonveying the Property to CITY; 74.1.2 An executed real estate excise tax affidavit to accompany the Deed; and AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 6 of 11 __ EXHIBIT G —page 5 74.1.3 An executed nonforeign person affidavit in the form required under Section 1445 of the Internal Revenue Code. 74.2 CITY s Documents. At Closing, CITY shall deliver to Escrow Agent the following funds, Instruments and documents: 74.2.1 The balance of the Purchase Price In accordance with Section 3; 7.4.2:2 CITY's share of costs and_ expenses as determined in accordance nce with Section 72;and 74.2.3 The executed real estate excise tax affidavit referenced in Section 7 4.1.2 above. 7.5 Possession. CITY shall be entitled to possession of the Property upon Closing. 8. Title Insurance. As soon as available after Closing, SELLER shall provide to CITY the Title Policy, dated as of the Closing Date, subject only to the Permitted Exceptions. 9. Representations and Warranties. 9.1 SELLER's Representations - Warranties. In addition to any other representations or warrantie%gof ELLER elsewhere in this Agreement, SELLER represents and warrants to CITY now,and as of the Date of Closing,that: 9.1.1 Authority SELLER, and the person signing on behalf of SELLER, has full power and authority to execute this Agreement and perform SELLER's obligations hereunder, and all necessary action to authorize this transaction has been taken, except as specifically provided herein. 9.1.2 Htardous Substances. SELLER has not received notification of any kind from any governmental agency suggesting that the Property Is or may be targeted for a Hazardous Substances cleanup; to the best of SELLER's knowledge the Property has not been used (a)for the storage, disposal or discharge of oil, solvents, fuel, chemicals or any type of toxic, dangerous, hazardous or biological waste or substance (collectively, "Hazardous Substances'), or(b) As a landfill or waste disposal site; to the best of SELLER's knowledge the Property has_not been contaminated with any. Hazardous Substances; and to the best of SELLER's knowledge, there are no underground storage tanks on the Property 9.1.3 Othdr Rights. No person or entity has any right to lease or purchase anyinterest 6 in the Property p rty or any part thereof. AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ~� _ Page 6 bf t 1 EXHIBIT G — page 6 T.T:X. . l•ix n ..,may,'.._.,.. 9.2 CITY's Representations and Warranties. In addition to any other representations and warranties of CITY elsewhere in this Agreement, CITY represents and warrants to SELLER now, and as of the Date of Closing, that (a) CITY has full power to execute, deliver and carry out the terms and provisions 'of this Agreement; and has .taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) the Individual-executing this Agreement on behalf of CITY has the authority to bind CITY to the terms and conditions of this Agreement. 9.3 "AS IS" CONDITION OF PROPERTY THE PURCHASE PRICE REFLECTS THAT THE PROPERTY IS BEING PURCHASED BY CITY ON AN"AS IS""WHERE IS" AND "WITH ALL FAULTS" BASIS, EXCEPT TO THE EXTENT OF REPRESENTATIONS AND WARRANTIES SPECIFICALLY MADE BY SELLER HEREIN OR IN THE WARRANTY DEED OR OTHER DOCUMENTS TO BE DELIVERED TO CITY AT CLOSING. CITY HEREBY WANES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY SELLER OR ITS REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO ANY BROKER, EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTER AND DELIVERED BY SELLER AT CLOSING. EXCEPT TO THE EXTENT OF ANY REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AT CLOSING, CITY HAS NOT RELIED UPON AND WILL NOT RELY UPON, AND SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO,AND SHALL HAVE NO LIABILITY FOR: (1) THE CONDITION OF THE PROPERTY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS LOCATED THEREON OR THE SUITABILITY THEREOF FOR HABITATION, OCCUPANCY OR FOR CITY'S INTENDED USE OR FOR ANY USE WHATSOEVER; (11)AW APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR x WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PEKMItS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (III)THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO,'OR AryY WATER, SEWER OR UTILITY DISTRICTS; (IV) ACCESS l O ANY PUBLIC OR PRIVATE SANITARY SEWER SYSTEM; (V)'THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; OR (VI) EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE PRESENCE OF ANY HAZARDOUS SUBSTANCES,,IN' ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT LIMITATION ASBESTOS OR FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF ANY AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 7 of t t EXHIBIT G —page 7 REPRESENTATIONS OR WARRANTIES SET FORTH ELSEWHERE IN THIS AGREEMENT OR IN ANY DOCUMENTS*TO BE EXECUTED AND DELIVERED BY SELLER AT CLOSING, SELLER SHALL_-HAVE NO LIABILITY TO CITY WITH RESPECT TO THE C'ONDITION OF THE PROPERTY UNDER COMMON LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 AS .AMENDED, 42 U.S.CA. SECTIONS 9601 ET SEQ., AND THE WASHINGTON MODEL TOXICS CONTROL ACT cMTCA'7, RCW 70.105D. CITY HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE CITY HAS OR MAY HAVE AGAINST SELLER UNDER ANY OF THE FOREGOING LAWS OR WITH RESPECT TO THE CONDITION OF THE PROPERTY, EXCEPT TO THE EXTENT OF ANY OLAIMS CITY MAY HAVE ARISING FROM ANY EXPRESS REPRESENTATIONS; WARRANTIES OR COVENANTS OF SELLER UNDER THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND.DELIVERED BY SELLER AT CLOSING. CITY ACKNOWLEDGES TO SELLER THAT CITY IS GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO FULLY INSPECT THE PROPERTY AND CITY ASSUMES THE'RESPOJVSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION, SUBJECT TO THE EXCEPTION OF RIGHTS EXPRESSLY SET FORTH ABOVE. SELLER: CITY. IF A PHASE 'I ENVIRONMENTAL SITE ASSESSMENT REPORT OR. OTHER ENVIRONMENTAL STUDY OR REPORT(COLLECTIVELY,THE"PHASE I REPORT') HAS BEEN. DELIVERED BY SELLER TO CITY, THEN, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BY CLOSING THE TRANSACTION AS , CONTEMPLATED HEREIN, CITY AGREES THAT, EXCEPT TO THE EXTENT EXPRESSLY CONTRARY TO ANY REPRESENTATIONS, WARRANTIES OR } COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT (A) CITY SHALL BE DEEMED TO HAVE ACCEPTED ALL RISK ASSOCIATED WITH ADVERSE PHYaSICAL,ZHARACTERISTICS AND EXISTING ENVIRONMENTAIg_CONDITIONS THAT MAYOR MAY NOT HAVE BEEN REVEALED BY CITY'S INVESTIGATION OF THE PHASE I REPORT,AND(B)AS BETWEEN SELLER AND CITY, CITY SHALL BE DEEMED TO HAVE ACCEPTED ALL COSTS AND LIABILITIES ASSOCIATED IN ANY WAY WITH THE PHYSICAL AND ENVIROENTAL CONDITION OF THE PROPERTY CITY ACKNOWLEDGES NM DGES AND AGREES THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,REGARDING THE TRUTH, ACCURACY OR THOROUGHNESS OF THE INVESTIGATION, PREPARATION OR CONTENT OF THE PHASE I REPORT, OR THE COMPETENCE OR ABILITY OF THE PERSONS OR COMPANIES.PREPARING SUCH REPORT CITY AGREES THAT, BY CLOSING THE°�tANSACTION` CONTEMPLATED HEREIN; CITY WILL HAV�x^HAD AN-" OPPORTUNITY TO REVIEW THE ABOVE REPORT PRIOR TO THE CLOSING DATE IN ORDER TO MAKE AN INDEPENDENT VERIFICATION OF THE INFORMATION CONTAINED THEREIN, AND THAT CITY AND ITS ENVIRONMENTAL _ --_--------- ...... AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 8 of 91 EXHIBIT G—page 8 __ CONSULTANTS WILL HAVE HAD AN OPPORTUNITY TO CONDUCT TESTS ON THE PROPERTY 10. Maintenance of Property; Risk of Loss, Condemnation. 10.1 Maintenance of Property. From the date of this Agreement until the Closing Date (or any earlier termination of this Agreement), SELLER agrees to maintain the Properly in substantially the same condition existing as of the date hereof, ordinary wear and tear,damage by casualty excepted. 10.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements on the Property shall be borne by CITY at all times and no event of casualty or damage shall affect the parties' obligations hereunder or the Purchase Price, however, CITY shall have the right to receive any insurance proceeds due SELLER in connection with any casualty or damage and SELLER hereby covenants to maintain commercially reasonable casualty insurance in place with respect to the Property at all times prior to Closing. SELLER shall promptly notify CITY of any condemnation or eminent domain proceeding which affects the Property, and SELLER covenants and agrees not to commence or pursue arty such action. In the event of any,condemnation or eminent domain proceeding by any entity other than SELLER, or a deed in lieu or under threat thereof, which affects a material portion of the Property, CITY may elect either to terminate this Agreement, or to purchase the Property in the condition existing on the Closing Date without adjustment of the Purchase Price. If CITY elects to terminate this Agreement,_the Deposit shall be returned to CITY if CITY elects to purchase the Property, SELLER shall not be liable to restore same, and CITY shall be entitled to any condemnation award or payment in lieu thereof payable to SELLER in its capacity as the owner thereof. 11. Default 11.1 Time of Essence. Time is of the essence of this Agreement. 11.2 SELI R's Remedies for CIT1"s Defauitand Failure to Close. If the CITY falls to complete the purchase of the Property in accordance with this Agreementi SELLER's remedies shall Include (a) the right to retain the Deposit as liquidated damages and(b) the right to specific performance, to require the City to complete the purchase of the Property under the terms hereof. 12.3 CITY's Remedies for SELLER's Default, If SELLER fails to complete the sale of the Property in accordance with this Agreement, CITY shall have and may enforce the following exclusive remedies: (a) seek.specific performance; or (b) seek rescission of this Agreement and receive a refund-of-tfid"Deposit.' " 12.4 Specific Performance. Notwithstanding any other options orremedies available hereunder, it is mutually agreed that in the event that any party fails to comply with the -----.......... AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 9 of 11 3 EXHIBIT G—page 9 terms of this agreement or with any terra therein,then any other party hereto may at the party's option take legal action to enforce specific performance of the terms hereof. 13. Notices. All notices, demands and other communications required or permitted to be given hereunder shall be in wrung, and shall be sent by personal delivery (including by means of professional messenger or courier service) or registered or certified mail, postage-prepaid, retum-receipt requested. Notice shall be.deemed to have been given if personally delivered, upon receipt, and if sent by mail, two (2) days s after duly deposited in the U.S. Mall. The parties' respective addresses for notices are as follows: If to CITY, With copies to: City of Auburn City Attorney's Office Human Resources Department City of Auburn 26 West Main Street 25 West Main Street Auburn,WA 98001-4998 Auburn,WA 980014998 Attn: Director of Human Resources Attn: CityAttomey If to SELLER: With copies to: Auburn Land Company Steven A. Reisler Attn: Donald Dombrowski, MD Attorney at Law ' 7545 Spanish Bay Road 4560 Sand Point Way NE Ste 250 Las Vegas, Nevada 89113 Seattle,WA 98105-3941 Notice of change of address shall be given by written notice in the manner detailed in this Section 13. 14. General. This is the entire agreement of CITY and SELLER with respect to the matters covered hereby and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by CITY, and SELLER. Abywaivers hereunder must be in writing. No waiver of any right;or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent.default. Tfi'is Agreement shall be governed by the laws of the State i of Washington: This Agreement is for the benefit only of the parties hereto and shall inure to the benefit of and bind the heirs, personal representatives, successors and permitted assigns of the parties hereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the-same instrurpent. 15. Commissions, SELLER represents to CITY that SELLER has engaged no broker, agent or finder in connection with the negotiations leading to this Agreement. CITY represents to SELLER that CITY has not engaged or in any way dealt with any a AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 10 of 11 I EXHIBIT G—page 10 broker, agent or finder in connection with the negotiations leading to this Agreement. Each party hereby agrees to indemnify, defend and hold the other party harmless from and against any claims for broker's, agent's, or finder's fees or commissions arising from or through the actions of the indemnifying party. 16. Attorneys' Fees. In the event suit or action is instituted to interpret or enforce the i terms of this Agreement,the prevailing party therein shall be entitled to recover from the other parry such sum as the Court may adjudge reasonable as attorneys'fees, including fees Incurred at trial,on any appeal and in any petition for review. 17 Exclusivity. During the term of this Agreement SELLER shall not market nor list the Property for sale, nor accept any offers from third parties with respect to sale of the Property. 18. Reservation of Police Power Notwithstanding anything to the contrary set forth herein, SELLER understands and acknowledges that the CITY's authority to exercise its police (regulatory) powers in accordance with applicable law shall not be deemed limited by the provisions of this Agreement. 19. City Council Approval. The signature of the Mayor of the City of Aubum hereon binds the City of Auburn as purchaser herein and acknowledges the approval of the City i Council of the purchase Agreement. SIGNED in duplicate original as.of the date first above written. CITY OF A THE AUBURN LAND COMPANY By Peter B. Lewis,Aubum Mayor Name Title ATTEST• y Danielle E.Dasksm,Auburn City Clerk APPROVED AS TO FORM: Daniel B. ei ,Auburn City Attorney AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY Page 11 of 11 EXHIBIT G —page 11 AA 09 10 04:56! p3 bral[8f, agerd Or Tmder t0 oonnedlon With the r"oft*n6 tesd rig to this AgrawmiriL Esth party hereby agrees to krdarrHly,depend and hold the other pardp tiArmle""M and against any clalme for brcirer s,*agents, or We r, fees or commisslons arising from IN through the actions of the Indemelyltg party. M Attamt ye'apes. M the event sub ar notbo is lnvftbd to interpret or erns wc*#* tetras of tine Agreement,the pnpvhlling party therein shell be enbOad to reower foim the other pally such sum tis me Couft may ally rdgo fesmorobpa as Idiomeyw fees,incardaq fens inWmd ntttial,on any appeal and in any pefAlbn rat wAow, 77 Fxatuslvby. Dating the term of this Aogep mni aELLJEF,,shall not ntarket nor first the Property for saps, nor acoW any offers from thud perdee with respect io sate of the P 1S. AWONdOn of PoNoe Power, NatwOote oft anythTrsg to the conitary set frith ttereln,SELLSR yriderataitia WW arJOroWiadgeg Met the MY**authodkyta eter0lee tis IGnlled LIMP pro wAw eh PMth flpttlkalafe few shao not be deemed by ts. City CourlcN Apprasvat. The 64nahrre of-ft Mayor of the My of ALbm harem btods the Ofty of Aubur"as puromw herein Old admawla4ge8 the approval of the City Council ofth+epurahareAomwrA L SIGNED h duOitste originsi 86.0f the deft Arst a bm wMM, CITY OF A THE AUBMN IANo coMPAW f3 _ Peter B.Li Lt.Auhum tpiayar b ' Noma �i 1y t?ttt d3#?au r ir/ rtl'e edi sus_ ATTEST: APV- uatlmm Aubwn Credt APPROVED AS TO FORM WnlelB, A m MVAU ` AGRESMW FOR puRCHASE AND 1 t e NO 42111 OF REAL PROPERTY EXHIBIT G—page 12 EXHIBIT H King County Sundry Site Plans, Mill Creek Floodplain Storage and Wetlands Mitigation Area All that portion of the southeast quarter of Section 14, Township 21 North, Range 4 East, W.M., King County, Washington, described as follows: Beginning at the northeast corner of the northeast quarter of the southeast quarter of said Section 14,thence North 89 057108" West 969.29 feet to the easterly margin of West Valley Highway; thence South 12°53'25" West along said easterly margin 142.99 feet; thence continue southerly along the said easterly margin along the arc of a curve to the right having a radius of 2,895 feet an arc distance of 324.05 feet, said point being on the southerly boundary line of an existing 20 foot sanitary sewer easement recorded under Recording No. 8109100300; thence South 85 040'28" East along the southerly boundary line of said sanitary sewer easement 99.23 feet to the True Point of Beginning; thence continuing South 85°40'28" East 383.32 feet; thence South 22°12'39" West 104.36 feet; thence South 25°58'40" East 52.84 feet; thence South 43°20'08" West 198.65 feet; thence South 279728" West 54.44 feet; thence South 58°04'28" East 195.33 feet; thence southwesterly along the are of a curve to the right having a radius of 50 feet, an arc distance of 10.40 feet; thence South 35°40'35" West 384.02 feet; thence southwesterly along the arc of a curve to the right having a radius of 350 feet, an arc distance of 391.75 feet; thence North 80°11'35" West 115.63 feet; thence South 09°48'25" West 12.15 feet; thence North 69°41'20" West 61.88 feet; thence North 16°34'03" East 278.65 feet; thence North 23°29'46" East 227.32 feet; thence North 21 053'56" East 150.55 feet; thence North 12 055'06" East 91.65 feet; thence North 38°44'24" East 163.99 feet;thence North 21°46'10" East 74.40 feet to the True Point of Beginning. The lands herein described contain an area of 431,858 square feet, more or less, the specific details concerning all of which are to be found on sheet 69 of that certain plan entitled King County Sundry Site Plans, Mill Creek Floodplain Storage and Wetlands Mitigation Area, now of record and on file in the office of the Secretary of Transportation at Olympia, bearing date of approval August 6, 2009, revised May 3, 2012. i T.21NAE.WX 6w Y. % KIM —1 13- ' --.L I sEe.1a j EV. ME% M.13 6 / I 1J E K 6E / / I SEC.to q, SEC. 4 / MILL CREEK q/ / FL000PlAIN I/ / STORAGE ANO * .. wET .T /I « «.. LANDS / / MITIGATION AREA I i I .aaw Al W •R 6 N - am✓E SD T N AUBURN] / ONSPEACHAMOZ >y mNOiiXWImM1p a�A' NE N NE'A I: 9EC.21 1 FLOOOPLAIN VICINITY MAP MILL CREEK / $r4 STORAGE NF ATION A N S a NE Y 6E BEC.Ie KING,COUNTY / W ,5 ,1 .eL «ry wrwm�rv[aen�v rwq SUNDRY SITE-PLANS ImA"'mm�m MILL CREEK FLOOSPLAW STORAGE AM NRIWTION AREA DETAIL 'A' «sresrm mn�6 loom mow to OWNERSHIPS «.. A EXHIBIT J Sl Application for General Permit Permit No. Applicant-Please print or l4ripis all infonnatlon Application is Hereby Made For E3 General Permit(No Fee) ❑General Permit $2.60(Subject to RCW 47 12.140(2)) Reimb.Acct Intended Use of State Right of Way is fW- Staairl0 of WistIction eQJip= WdiStorage of tratMjalc for City of rhrmrc constniction " of its West Valley Highway 1MPD1ffll1entc SR 113 to We . %in Stunt Project on that portion of King Canty Sur&y Site Plans, Mill Creek Floodplain Storage and Wetlands Mitigation Area, as shown on reap attached hereto and made a part hereof, to begin in the SEr/. Section 14 Township 21 North:Range 4 V=East W.M. and and in the SEV4 Section 14 Township 21 North:Range 4 'efd09t1YEast W.M. Fees In the amount of$ 0.00 are paid to defray the basic administrative expense Incident to the processing of this application according to RCW 47 12.140(2)and amendments.The applicant further promises to pay additional costs Incurred by the Department on the behalf of the applicant. Checks or Aloney Orders,are to be made payable to"Washington State Department of Transportation." Applicant(Referred to as Grantee) AppacantAuthorized Signature Address Print or Type Name city State Zip Code Title Dated this day of Telephone Applicant Reference(WO)Number Federal Tax ID Number or Social Sewrrrly Nurr er Authorization to Occupy Only If Approved Below r The Washington State'Department of Transportation referred to as the'Department. hereby grants this Penns subject to the terms and conditions stated in the General Provisions,Special Prcvislone,and Exhibits attached hereto and by thle reference made a pan hereof: Construction facilities proposed under this application shallosain within one year and must be completed within three years from date of appmvaL For Deparboent Use Only e Exhibits Attached Department Approval pproval By: Title: Date: Expiration Date: DOT F0mr22440e EF - Revised 6ma Page 1 of 2 EXHIBIT J—page 1 General Provisions 1, The Grantee,its successors and assigns,agrees to protect the State of Washington,its officers and employees and save them hamdese from ell daims,acti ons or damages of every kind and descrip0on which may accrue to or be suffered byany person, persons,or property by reason of the ads or omissions of the Grantee,its assigns,agents,contractors,licensees,employees or my person whomsoever,In connection with Grantee's,its assigns',agents',conbactore',licensees'or employees' construction,installation,maintenance,operation,use or occupancy of the right of way or In the exercise of this permit. In case any suit or action is brought against{he Stale of Washington,Its officers and employees,arising out of or by reason of any of the above causes,the Grantee,Its sadcegeore or assigns will,upon notice of such action,defend the same at Its sole cost and expense and satisfy anyjudgment against the State of Washington,its otgcers,or employees: PROVIDED,that fthe claims or damages are caused by or result from the concurrent negligence of(a)the State of Washington's agents or employees and (b)the Grantee or Graideet agents or employees,this Indemnity provision shag be vaikl and enforceable only to the extent of the negligence of the Grantee or the Gremae's agents or employees. The Grantee,and on behalf of its assigns,agent,licensees,contractors and employees agrees to waive any chime for losses, expenses.damages or lost revenues incurred by U or its agents,contractors,licensees,employees or customers in connection with Grantee's.Its assyrls'.agent'.contractors',licensees'orempioyees'construction. installation,maintenance,operation,use or occupancy of the right of way or in the exercise of this Permit against the State of Washington,its agents of employees except the reasonable scat of repairto property m3uUlrg from the negligent injury or damage to Grantee's property by the State of Washington,it agent.contractors or employees. 2. During the progress of the work,such barriers shall be erected and maintained as may be necessary or as may be directed for the Protection of the traveling public:the barriers shall be property lighted at night. 3. Except as herein authorized,no excavation shall be made or obstacle placed within the limits of the State highway In such a manner as to Interfere with the travel over said road. 4. If tin work done under this permit interferes in arty way with the drainage of the State highway,the Grantee shall wholly and at its own expense'make such provision as the Department may dbect to take care of said drainage. S. On completion of said work herein contemplated,all rubbish and debris shag be immediately removed and the roadway and roadside shall be left neat and presentable and satisfactory to the Department 6. All of the work herein contemplated shall be done to the satisfaction of the Department,and all costs incurred by the Department shag be reimbursed by the Grantee. 7 The Department hereby reserves the right to order the change of location or the removal of any structure or structures authorized by this permit at any time,said change or removal to be made at the sole expense of the Party or parties to whom this permit is Issued, or their successors and assigns. S. All such changes,reconstruction,or relocation by the Grantee shall be done In such manner as will cause the least Interference with any of the Department's work,arid the Department shall In no wise be held liable for arty damage to the Grantee by reason of any such work by the Department,Us agent or representatives,or by the exercise of any right by the Department upon roads,street,public places.or structures;In question. 9. This permit or privilege shall not be deemed or held to be an exclusive one and shall not prohibit the Department from granting other permits or franchise rights of like or other nature to other public or private companies of individuals,not shag it prevent the Department from using any of It roads,streets,or public places,of affect It right to WII supervision and control over all or any pad of them,none of which is hereby surrendered. 10.The Department may revoke,emend,or cancel this permit or any of the provisions thereof at any lime'by giving written notice to the Grantee.The Grantee shag Immediately remove an facilities from the right of way.Any fadlnies remaining upon the right of way 30 days after written notice of cancellation shall be removed by the Department at the expense of the Grantee. 11.The party or parties to whom this permit Is Issued shag maintain at its or their sole expense the structure or object for which this permit Is granted In a condition satisfactory to the Departmard. 12.Upon approval of this permit the Grantee shag diligently proceed with the went and comply with all Provisions herein. 13.This permit t subject to ail applicable provisions of ROW 47.32,RCW 47 40 and/or RCW 4712.140(2)and amendments thereto. 14.The Grantee hereby certifies that the facgities described in this permit are In compliance with the Control Zone Guidelines. DOT Form 22"R EF Page 2 of 2 ReVlsed 5109 EXHIBIT J—page 2 T"211. RAE. W.M. N89-57_08-W 14 -- '� 969.15 13 f �l S4�00'6b'hN 28.80 -.. - t,' - SO°00'00"E 473.27 t•Ti21 S i. ACCESS EASEMENT FOR TRANSFER TO KING COUNTY AND IFS ^�O CITY OF AUBURN f�w ° -v � ,C �4' /.{' •4th ":f' 1A h � fV 4I ^ PERMIT IN FAVOR OF CITY OF AUBURN r .32 ACRE Pd w ./�` "! S23027'24"W 109.37 rl ;l• �U EXHIBIT J 2N PERMIT IN FAVOR OF CITY OF AUBURN SR 167 KING COUNTY PARCEL 1-22952 WASHINGTON STATE DEPARTMENT OF TRANSPORTATION OLYMPIA,WASHINGTON 0 50 100 DATE SCALE IN FEET SHEET 1 OF 1 SHEETS EXHIBIT J—page 3 Special Provisions for Projects on State Highways by Cities (OVER Population of 25,000) General Permit No. The General Permit and these Special Provisions apply to all construction items within DEPARTMENT jurisdiction and maintenance responsibility only. Applicable provisions are denoted by (®) ® t, DEPARTMENT REPRESENTAWE. No work provided for herein shag be performed until the LOCAL AGENCY Is authorized by the following DEPARTMENT representative: ❑ 2. PRE-CONSTRUCTION CONFERENCE. Pdorto the beginning of construction,a PreconsWcgon Conference shag be held at which the DEPARTMENT Representative,the LOCAL AGENCY Representagve(a),and LOCAL AGENCY's contractor$hall be present. ® 3. LOCAL AGENCY REPRESENTATIVE. Should the LOCAL AGENCY choose to perform the work outlined herein with other than his own forces,a representative of the LOCAL AGENCY shall be avallabie at all limea unless otherwise agreed to by the DEPARTMENT representative. All contact between the DEPARTMENT and the LOCAL AGENCY's contractor shag be through the representative of the LOCAL AGENCY Where the LOCAL AGENCY dtooses to perform the work with its own forces,It may elect to appoint one of its own employees engaged In the construction as Its representative. The LOCAL AGENCY at its own expense shall adequately police and supervise all work on the above described project by iteaff,Iteeentractor,subcontractor,agent and other:,so as not to endanger or injure any person or prop". ® 4. PERMITS FROM OTHER AGENCIES. The LOCAL AGENCY'shan be responsible for obtaining all necessary Federal,State,and Local Permits including,but not rimited to the Washington State Department of Ecology,the Washington State Department of Fish and Wfidfife andlor U.S.Army Corps of Engineers prior to the beginning of construction. ® S. DOCUMENTS ON SITE. Copies of this Permit Protected from the elements at all times during any construction authorized by said Permit,shag be kept at the LOCAL AGENCY's Project Office and by the Contractor's Representadve(s)at the Job site. The Permit shall be shown upon request to any DEPARTMENT Representative or Law Enforcement Oftloer. If the Permit Package Is not kept and made avallabia at the work site, the work shall be suspended. ❑ 6. PLAN CHANGES. + LOCAL AGENCY PROPOSALS. Changes toanyApproved Plan(including,but not limited to:Civil,Channetlzatlor,Electrical,Traffic Control,and Temporary Erosion and Sediment Control),Project Special Provisions,or the Provisions of the General Permit are not allowed without prior approval from the DEPARTMENT's Construction tion Representative. • DEPARTMENT RECIRRED CHANGES OR CORRECTIONS. The DEPARTMENT reserves the right to require changes or corrections due to plan emissions or details not in conformance with the DEPARTMENT's Standard Specifications,Standard Plana,Design Standards,or Project Special Provisions. Form:Spedal Provisions brGeneral Pork-Caes OVER 2MPopusion EXHIBIT J—page 4 Rev:02-0411 t ❑ T. DELAY TO DEPARTMENT CONTRACTS. (Appllaable to Protects edlemia to DEPARTMENT Constructor Projsc4). The LOCALAGENCY agrees to schedule the work herein referred to and perform said work In such a manner as not to delay the DEPARTMENT's contractor trh the performance of Oren contract The DEPARTMENT shall In no way be held liable for any damage to the LOCAL AGENCY by reason of any such work by the DEPARTMENT,Its ageets or representatives,or by the exercise of any rights by the DEPARTMENT upon roads,streets,public places,or structures in question. ❑ S. ARCHAEOLOGICALIHISTORICAL FINDINGS. (Applicable to City Pro/eols within Umted Access Areas and all County Projects). If any archaeological or historical resources are revealed In the work vicinity,the LOCAL AGENCY shall immediately stop work,notify the DEPARTMENT's Construction Representative,retain a qualified Archaeologist who shall evaluate the site,and make recommendations to the DEPARTMENT Oenshuctlon Representative regarding the continuance of work. ❑ 9. SURVEY MONUMENTS, The LOCAL AGENCY shall not disturb,remove,or destroy any existing Survey Monument before obtaining a Permit from the Washington State Department M Natural Resources(ONR). Reselling Survey Monuments shall be done by or under the direct supervision of e Licensed Professional Engineer ore Licensed Professional Land Surv'ayaii. A listing of Survey Monuments can be found at the DEPARTMENT's Geographic Services Office Website: thtta•twwwwsdolweaov/m numenVacarrhBmadasnxl ❑ 10. PROTECTION OF PUBLIC AND PRIVATE PROPERTY The LOCAL AGENCY shall assure that an Public and Private Property-including-but not limited to Electrical Equipment,Signs,Guide Markers,and Survey Monuments,on or near the project is not damaged,destroyed,or removed. If any such property is disturbed.the DEPARTMENT Construction RepraeemaUve shall tie notified within eight(8)hours. Any Private or Public Property that is damaged, removed,relocated a rendered less functional shall be replaced,repaired,or fully restored to the satisfaction of the DEPARTMENT's Construction Representative. Construction shall be In confdn rwce with the DEPARTMENT's Standard Specifications,Standard Plans, Design Standards,or Project Special Provisions. ❑ 11. PROJECT INSPECTION,MONITORING,AND-ACCEPTANCE. • INSPECTION. Ali construction an Items within DEPARTMENT jurisdiction and maintenance responsiblllly,is subject to Inspection and monitoring by the DEPARTMENT. The responsibsfiy,of the LOCAL AGENCY for proper performance,safe conduct,and adequate policing and supervision of tits project shag not be lessened or otherwise affected by DEPARTMENT approval of plans,specifications,or work,or by the presence at the work site of DEPARTMENT representatives,or by compliance by the LOCAL AGENCY with any requests or recommendations made by such representatives. • PHYd[CAL COMPLETIOWCONDITIONAL PROJECT ACCEPTANCE Upon eompkilon of construction,the LOCAL AGENCY shall request a Preliminary Final Inspection of the items within DEPARTMENTjurisdIckm and maintenance responsibility,per this General P&mIk for Conditional Acceptance by the DEPARTMENT. After all construction items within DEPARTMENT jurisdiction and maintenance responsibility per this General Permit are satisfactorily completed,the project shall be considered to be Physically Completed by the DEPARTMENT. The DEPARTMENT shall then grant Conditional Acceptance tic the LOCAL AGENCY After the project has been Phjrslcally Completed,the DEPARTMENT shall hold Final Acceptance for a minimum of one(1)year after Physical CorupletodConi illonal Acceptance of the project Is granted to assure proper workmanship,project quality,and public safety. Should a problem occur,the LOCAL AGENCY shall take immediate corrective action. • FINAL PROJECT ACCEPTANCE. After the Project has been monitored for a minimum of one(1)year.the DEPARTMENT shall grant Final Project Acceptance to the LOCAL AGENCY:provided any problems with workmanship and public safety have been resolved to the satisfaction of the DEPARTMENT,the reimbursable account has been paid In full,and a Complete set of As-BUR Plans have been received by the STATE's local Agency and Development Services Office. ❑ 12. TRAFFIC CONTROL AND PUBLIC SAFETY. • TRAFFIC CONTROL PLANS(TCP's) During the construction and/or maintenance of this facility,the LOCAL AGENCY shall submit Project Spacft Traffic Control Plans to The DEPARTMENT for Review and Approval at[seat lair(10)working days In advance of the time that slgmng and other traffic control devices will be required These TCP's shall be to coinpllaihae with:(1) M5444-WSDOT Work Zone Traffic Control Guidelines(b=//www wsdotwa aoNOublimtonsfmanualslfulltexi 164440orkz'i ' , (2)The Manual on Uniform Traffic Control uwcas(mu T CU)forStreets and Highways-Part 6.Chapter 6H(hMrgMutodtheredotgm*r M003rllnarWi3ort6hlhhnl and Washington mcdigmtloms thereto. • MODIFICATION OR REVOCATION OF APPROVED TRAFFIC CONTROL PLANS. The STATE reserves the right to modify or revoke any Traffic Control Plan at any time due to safety and operational problems for the traveling public. All costs and time delays associated with modification or revocation shall be bonne by the LOCAL AGENCY or their contractor. Ftmm:.bypdal PmrsbM forGerrerei Permit-Cities OVER 25000 Population EX MIT J—page 5 p Rey.02-09-1 ❑ 12. TRAFFIC CONTROL AND PUBLIC SAFETY(Condnuad). • PERNII I I D HOURS FOR LANE CLOSURESIDEPARTMENT NOTIFICATION. The working hours within State right-0f-way for this project are restricted per the Approved Traffic Control Plan(s). Any extension of these hours must he requested in writing and approved prior to concoction.Weekend or Holiday Qnduding Canadian Holidays- Skagit&Whatcom Counties)yolk is not permilted withuutwrittmh permission from the DEPARTMENT. Five(5)working days notif caVan shall be given to the DEPARTMENT Construction Repnesematve prior to any lane closure. • SUSPENSION OF TRAFFIC CONTROL OPERATION& The DEPARTMENT reserves the rigid to suspend all lane closure operations due to una:npected emergencies or impediments to the flow of traffic. Ali costs associated with this suspension shall be home by the LOCAL AGENCY or their contractor. • HAZARD PROTECTION. All liazaids ro vehicular,pedestrian,and bicycle traffic shag be marked by warning signs,barricades,and lights. • STORAGE OF EQUIPMENT AND MATERIALS. Ali lanes shall be open and the shoulders shall be Gear of construction equipment and materials during non-working hour:. The Work Zone Clear Zone(WZCZ)applles during working and nonworking hours. The WZCZ applies only to temporary roadside objects Introduced by the Contractor's operations and does not apply to pre-existing conditions or permanent work. Those work operations that are actively in progress shall be in accordance with adopted and approved Traffic Control Plans,and other Contract or Permit requirements. During nonworking hours,equipment or materials shall not be within the WZCZ unless they are protected by permanent guardrail or temporary concrete barrier. The use of temporary concrete barrier shall be permitted only if the DEPARTMENT approves the Installation and location. During actual Flours of work,unless protected as described above,only materials absolutely necessary to construction shat be within the WZCZ and only consmiotlori vehicles absolutely necessary to construction shag be allowed within the WZCZ or allowed to stop or park on the shoulder of the roadway. The Contractor's nonessential vehicles and employees private vehicles shag not be permitted to park within the WZCZ at any time unless protected as described above. Deviation from the above requirements shall not occur unless the Contractor has requested the deviation in writing,and the DEPARTMENT has Provided written approval. ❑ 13. WORKER VISIBILITY. Ali workers within the STATE dghWf-way who are mgiosed either to traffic or to construction equipment wltdn the work zone shall wear high-visibility safety apparel meeting Performance Class 2 or-3 requirements of the ANSMSEA 107-2004 publication titled 4American National Standard for High Visibility Safety Apparel and Headweaf ❑ 14. MATERIALS AND QUALM ASSURANCE!QUALITY CONTROL(QAIQC). • MATERIALS AND WORKMANSHIP All materials and workmanship shall conform to tie Washington State Department of Transportation Standard Specifications for Road,Bridge and Municipal Construction,current edition,and amendments thereto,and shall be subject to inspection by the DEPARTMENT • APPROVAL OF MATERIALS-REQUEST for APPROVAL of MATERIALS SOURCE(RAMS)FORM and QUALIFIED PRODUCTS Wmagmerk).L).he placement of any materials,the LOCAL AGE NCY shag: Either suomlt moles of the LOCAL AGENCY approved RAMS nB Materiels Menufacturere and Suppiihus for. Earthwork,Aggregates,Aaphet end Concrete Plants,Pil Sites,Mlx Designs, tnage 3 Welures,SMping and Pavement Markings,and ElecMCal Materials,Shop Drawings,and Oatalogus Cuts;to the MENT for mnahrrence;OR flit out aria submit RAMS forms to tl�e DEPARTMENT for approval. 7fia'cirrerit QPL shees for terial shall ba submlted. (The QPL ran be located on_the DEPARTMENTa wob ails at:w wsdot wa bovbi bn•rdnwJQPL Search c(m. NOTE: There may be edditlonal amaptance actions,including ,noted on the QPL"or RAM that need k ba mmpleled prior fo the materials being mrarporsted into the work). • MATERIALS TESTING/REPORTING OF RESULTS. All materials testing a to be performed by the LOCAL AGENCY or an Independent Certified Testing Laboratory of their choke. Frequency shall be determined as per the DEPARTMENT Standard Speci icatons. Copies of all test results shall be submitted to the DEPARTMENTS Construction Representative prior to beginning the next phase of construction. The DEPARTMENT reserves the right to verify the feat results nrto perform the testing. • HOT MIX ASPHALT(HMA)DESIGN. Prior to Paving Operations,the LOCAL AGENCY shag submit DEPARTMENT approved HMA Mbt Destgn(s)for use on this project • PAVING OPERATIONS. NQ Paving Operations will be permitted during pefiods of rain or snow. Written permission from the DEPARTMENT s Construction Representative shat be required tpning operation begin before April I" or after October 14 Surface temperatnie furiitations es per the WSDOT Standard Specifications shag be enforced. Form:Speelei Pmvlaors for General Remit-Cities OVER 25000 Population EXHIBIT J—page 6 3 Rev: 02-09-11 ❑ 14. MATERIALS AND QUALITY ASSURANCEIOUALRY CONTROL(OAICC)(Continued). • CONCRETE MIX DESIGN. Prior'm any placement of Cement Concrete,the LOCAL AGENCY shat)submit DEPARTMENT approved Ma Design(s)for use on this Project • DRAINAGE STRUCTURES. Only structures stamped APPROVED by the DEPARTMENT's Fabrication Inspection Office shall be used on this project ❑ 13. PIPE END TREATMENT. (Applicable to City Pmjects within Limited Awow Areas and of County Pcloctaj. All cidni&l:pipes shall havebeveled and sections and quarry spells shall be placed around and of pipes In the bottom of the ditch.and on the side of the slopes. ❑ 16. UTLILTY COVER ELEVATION. Ail maMoles,valve covers,and like appurtenances shall be constructed at such an elevation to conform to the shoulder slope from the edge of Pavement or as directed by the DEPARTMENT. ❑ 17. UNSUITABLE MATERIALS. If determined necessary by the DEPARTMENT,unsuitable material encountered during any exa8vation shall be removed and replaced to the satisfaction of the DEPARTMENT at 100%LOCAL AGENCY cast The replacement material shall be freadrelning and granular,or Other materials as determined by the DEPARTMENra Representative. ® 18. EROSION CONTROLIDRAINAGE. (Applicable to City Projects within Limited AccewAreas and all County Projects). • BEST MANAGEMENT PRACTICES(SMP-S). During construction of this project the LOCALAGENCY shag Comply with the Washington State Department of Transportation Highway Runoff Manual and Implement Best Management Practices(BMP's)as detailed In the manual to mitigate erosion. • WATER DISCHARGES ON THE PROJECT. All discharges to State right of way on this project sham eanfarm;to State and Local water quality regulations and shall meet WAC 173-201A. ® 19. RIGHT-0F-WAY RESTORATION. (Applicable to City f3geas within lJmNedAccess Areas and all County Projects). Upon completion of work,the LOCAL AGENCY shall remove and dispose of all sumps,brush,limber,materials,eta o8 the right-of-way. The aesthetics of the highway shall be as 8was before work started,or better. ❑ 20. VEGETATIONON STATE RIGHT-OF-WAY. (Appitcebtate City ProjecrswBhln Uffd dAocess AmwandaOCoun(yPtojects). This Permit does rat give the LOCAL AGENCY,or arty agent or contractor of the LOCALAGENCY,any rights In wt,spray,retard, remove,destroy,damage,disfigure,or in any way modify the physical condition of any vegetative material located on the highway right of way,except by written permission from the DEPARTMENT All restoration shall be done to the satisfaction of the DEPARTMENT at the sole expense, the LOCAL AGENCY ❑ 21. MAINTENANCE OF LANDSCAPING. (Applicable to Chims >25,011()0 Population ONLY). The LOCAL AGENCY is responsible for the maintenance of all landscaping beyond the face of the curbs or edge of pavement and in the median of dMded highways. ❑ 22. DIRECTIONAL,REGULATORY,PARKING,STOP SIGN AND ROUTE MARKER INSTALLATION AND MAINTENANCE All Directional,Regulatory,Parking,end Stop Signs as well as Route Markers shall be Instated as per the Approved Plans,the WSOOT Standard Plans,or as directed by the DEPARTMENT`s ConstnirAon Representative. The DEPARTMENT shall own and maintain all signs-unless the LOCAL AGENCY signs a Conked or Mainteoence Agreement v,Ath the DEPARTMENT to perform Sign maintenance. ❑ 23. CHANNELIZATION PAVEMENT MARKINGS. • REMOVAL. Pavement Markings and Striping to be removed shall be obliterated until biemishes caused by the pavement marking removal conform to the coloration of the adjacent pavemsnk • STRIPINGIPAVEMENT MARKING APPLICATION. Two iippllcagons of paint shall be required on all paint stripe markings as per the Standard Specifications. ❑ 24. TRAFFIC REVISION WARNING SIGNS. TRAFFIC REVISION AHEAD"(1N20-9M)signs chat be Installed in advance of all affected directions of travel of the Project when the c haonellramon of the highway is changed. The location of the signs shag be per Section 2C.05 of the MUTCD,area directed by the DEPARTMENT$Consbucaon Representative. These signs are 48"X 413"black letters on orange background,and shall be post mounted. The bottom of the sign shall be mounted seven(7)feet above the pavement elevation. Each sign shall have three IT by 12 Fluorescent Orange flags or Flag Signs mounted an both sides and on top of the sign. The flags signs shag be made of aluminum. Flags shall bs made of durable cloth or plastic. The signs and flags shag stay erect for six to eight weeks or as directed by the DEPARTMENTs Construction Representative. Form Spe cielPmWs lomforGenaral Pont-Ckles OVER 2WWPopulation EXHIBIT J—page 7 A Rey. 02-09-it ❑ 25. TRAFFIC SIGNAL CONSTRUCTION. (Applicable to Cr'ty Projects within Umited Access Areas,Projects within Cities<25,000 Population,and ab County Pmjads). • DESIGWCONSTRUCTIONANSPECTION. The DEVELOPER shag assure that the design and construction of Traffic Signals and Illumination on signal poles installed within the STATE highway right-of-way meets all requirements of the STATE. • TRAFFIC SIGNAL STANDARDS-APPROVAL If the pmpoaed signal standards are not on the STATE's PRE-APPROVED UST fhtto•lAvwvrwsdot we ally!eesclbrldoelgohtsfonalstendaM•andez.ehn) Signal Pole Slrop Drawings(Seven(7)sets of copies)shag be submitted to the WSDOT Ares Construction Representative for transmittal be HO for approval. ❑ 25. TRAFFIC SIGNAL CONSTRUCTION (Continued). (Applicable to City Pm)ects within Limited Access Areas, Pmjeds within Cities< 25,000 Population,and all County Projects). • ILLUMINATION DURING CONSTRUCTION. Pre-existing Illumination shall be maintained and functional at all times during contraction until the new illumination Is operational, • TEMPORARY VIDEO DETECTION SYSTEM. If any Induction bop Is scheduled to be disabled,a temporary video detection system shall be completely installed and made operelioned prior to any associated Induction loop being disabled. • EXISTING TRAFFIC DETECTION LOOPS. The Contractor shag nobly the Area Traffic Engineer through the DEPARTMENTs Construction Representative a minimum of five working days In advance of pavement removal or grinding In areas with existing loops. If the DEPARTMEM's Construction Representative suspects that damage to any loop,not Identified in the Plans as being replaced, may have resulted from Contractors operations w is not operating adequately, the DEPARTMENTs Construction Representative may order the Contractor to perfdnn the field tests specified In Section 8 20.3(14)0. The test results shag be recorded and submitted to the DEPARTMENTS Construction Representative. Loops that fan any M these tests shag be replaced. Loops that fall the tests, as described above, and are replaced shag be Installed In accordance with current WSOOT design standards and Standard Plans,as determined by the DEPARTMENTs Construction Representative. If"Me signal bops that fag the tests,as described above,are not replaced and operational wihln 48 hours,the Contractor shag Install and maintain frdedm video detection until the replacement loops are operational. The type of Interim video detection furnished shall be approved by the DEPARTMENTS Construction Representative prior to installation. • LOOP INSTALLATION. Wherever possible,Detection Loops shall be Installed after all grinding and prior to paving the final lift of asphalt • TRAFFIC SIGNAL HEADS. Unless ordered by tha STATE's Construction Representative,signal heads shag not be Installed at any Intersection will all other signal equipment is installed and the cdntroller is in place•inspected,and ready for operation at that intersection,except that the signal heads may be mounted if the face's are covered with a black opaque material. • SIGNAL HEAD COVERING. The signal head covering material shell be of suf dent size to entirely cover the display. The covering material shall consist of 4 mg minimum thickness-black polyethylene sheeting,and shall extend over all edges of the signal housing. It shall be securely fastened at the back. • NEW TRAFFIC SIGNAL TURN-ON ANDIOR SWITCHOVER OPERATIONS. The LOCAL AGENCYDEVELOPER shall confect the STATE's Concoction Representative at least five(5)working days prior to scheduling a signal tumon In order to assure that all appropriate time of the DEPARTMENTs'Trefflo Signal Turn-On ChecfdisP are satisfactorily addressed. The Pre-TtimbDh and Tum-On shag not occur until all applicable Checklist items are Installed andtor connected. This Checklist can be located on the DEPAR_TMENTs web site at: fdtry)hwvw wsdotwa govfNorthw t/DevelooinentSiMc n or•alMc ncv Mm(Go to: 'Whet is needed to turn on a traffic siimm-77. • PERMITTED HOURS FOR NEW SIGNAL TURN-ON. The permitted hours for a new Traffic Signal Tum-on or Switeh-Ovei shag be per the Approved Traffic Control Plan(s)for the specific operation. Signal Switehover and Tum-0n operations are permitted only on Tuesday,Wednesday,or Thursday-except in the case M an emergency. - • NEW SIGNAL ANEAD)SIGNAL REVISION WARNING SIGNING. `NEW SIGNAL AHEAD"(10420.902) or'SIGNAL REVISION AHEAD'(W20903)signs shall be Installed In advance of all affected directions M travel on the Pm)ectwhen a new traffic,signal system is Installed or when modifications to and existing signal are made. The location of the signs shall be per Section 2C.05 of the MUTCD,or as directed by the STATE's Construction Representative. These signs are 48'X 48"block letters on orange background,and shall be post mounted. The bottom of the sign shag be mounted seven(7)feet above the pavement elevation. Each sign shall have three.12"by 12'Fluorescent Orange flags or Flag Signs mounted an both sides and on top of the sign. The flags signs shall be made of aluminum. Flags shall be made M durable cloth or plastic. The signs and flags shall stay erect for six to eight weeks or as directed by the STATE's Construction Representative. Fomr. SpkWPm*kxnlorGenerWPank-CMmOVER25000PopuMon EXHIBIT J—page 8 5 Rev: 02-Wll ❑ 26. ILLUMINATION CONSTRUCTION. (Applicable to City Projects within Limited Access Areas and alt County Projects). e DliMGNlCONSTRUCTTONRNSPECTION: The LOCAL AGENCY shag assure that the design and construction of all Illumination Installed within the State highway dghtrof-way meets all requirements of the DEPARTMENT. • ILLUMINATION DURING CONSTRUCTION. Pre-existing Illumination shall be maintained and functional at all times during construction until the new Illumination Is operational. Form: Special PiovBbnslciGeneralPermg-Qldes OVER 2WPopulailon EXHIBIT J—page 9 s Raw.62-09-11 EXHIBIT K RIGHT OF ENTRY King County Sundry Site Plans,Mill Creek Floodplain Storage and Wetlands Mitigation Area (Project Title: SR 167,8th St. E. Vic. to S. 277th St.Vic. Southbound Managed Lanes) The Grantor, CITY OF AUBURN, a municipal corporation, grants to the STATE OF WASHINGTON, acting by and through its DEPARTMENT OF TRANSPORTATION, and its assigns, the right and privilege of ingress and egress over, across, and upon the hereinafter described lands for a period of 1 year after execution of the SR167 Stage 4 contract for the purpose of placing personnel, machinery, and equipment on said lands to construct an access road connection. Said lands being situated in King County, State of Washington, and described as follows: As shown on map attached hereto and made a part hereof. Dated 12012 CITY OF AUBURN By Title: DOT 262- (coo) (10115110) Page I of 1 pages F A.No.F-167 ( ) T.21N. RAE. W.M. N89-57-08-W 14 969.15- 13 Lu 0 04 b ai S90000'60"W 12.17 N8)5043!30'W 35.00 S40'16'30"W 35.00 N4*16'30"E 10.00 N8 O.-W 043 3 30 vw 5 'IN 35*10 0 RIGHT,, OF ENTRY 877 S.F. S85*43'30"E 10.00 N21046'10"E 26.21 S85043'30"E 1712 ACCESS EASEMENT FOR TRANSFER TO KING COUNTY AND CITY OF AUBURN EXHIBIT K WSDOT RIGHT OF ENTRY SIR 167 KING COUNTY PARCEL 1-22952 WASHINGTON STATE DEPARTMENT OF TRANSPORTATION 0 25 50 OLYMPIA,WASHINGTON SCALE IN FEET DATE SHEET 1 OF 1 SHEETS '..;.,. . ,,.�y ��' 1�����d��9��������� 20130128002282 :� =�� �.:',.-.. FIRST AIfERId�UpI6OCD 75.00 ; :. ..�,. �.� 001�/28-0�117�15:35 , ' �'�,A#ter;rcaording retum documeat to: Kn+c wur�r, up ^., . �::�:��.•..�'••'� .:'StBCt 0�`'�V85h1IIg�Op . D.epar4ii�enf qf Tr�nsportatiow;?' ;: :.����s����:o�� � �� m.,,�'2586561 P O$oz'47336:` _ ` `° ~{ ,'� �eize:s is:ae • Olympia WA98�ff4-7338;:�� '';:' ;"`'`� ax�TY. ua '';�� s�e.ee ;` , . se.ee vr�-ee� oF oo� ,w. ,�' "' ;:� ,.�' ::,,; , Docmr+ent Title: Quit�tl'aim De�` �'� <. � Reference Number of Related D,r�ccunrents`'N/�, �� ''? Grantnr: CityofAuburn Grontee: Swte of Washingron;`D!gparlme{it o,�'Trgnsportq�io!�`:'` ;,. Y LegaJ Descriprion: Ptn ojthe SE',4 aj1',Seeiioh l�; T21N"R4�,.W,i1f I�qg Cow+ty • Additronal:�,ega!Description is oR Page 4 oj'Do�ment. :�` ::`• �" . ' .. ;�;�:: AssessorsTitY:,ParcelNumbers: Ptns142164-9009-1Y7;f421194-S�bW�93; 1�f1104,,:904'8- 00: 142�04-9044:09; 142104-9050-05: 14110�.Q115•�/-O�J ...... �' • x. QUITCLAIM DEED `� 'PGi.ag County $Unilry $ite Plans, Mill Croek Floodplain Storage and Wet��rids Mitigation Ares:. '� The Grmntor,..'1C1'!'Y.,;OF,,l1,yBtiTRl+l, a muniapal corporation of the State of Washington, foi`>•,I�nd ir��'�considieratfbn ;bf.r[he; sum of TEN AND NO/100 DOLLARS ($10.00), and other"'v"aluabfe c0acideratio�; hereby:conveys and quitclaims w the Stste of Washiagton, sctlng by sNd tli�1`oitg�p ib Depai�Gmeut:o�Trsnsportstloa, G�ant�, the � following described real pr6p4,rty,,.�rid.any afte�:.�ecywrpil intet�st therein, situeted in King County, in the State of Washington, under Ette jmmine�►t th1'eat of the Grantee's exercise of its right of Eminent Domain: ' .. „ For legal description and additional�onditiotis, �':� � see Exhibit A attached hereto and made a part,�ieraDf ,r'� ...� k�.. . " ,... .e . FA.,,No.F.1�67( );:` • RES-306 Prej�eCNo.y416TO1C;` Revised 06/10 Page 1 of 4 pages Paral No:;l-27g52 „' . ,�', Q171TCLAIM DEED ; �` .. ,r`' .., �';�. .�a •. -': .,:,. � : , Aiso,,:the,k3�ntor requests the Assessor and Treasurer of said County to set over to �"... :;the��remdinder:of the adjecent C,,ity'of��Auburn owned PmPerty, the lien of all unpaid �es, �::i�'�aayr;affectj6g Ua�r�l e�tat�'herej�;�COnveyed,es provided for by RCW 84.60.070. . tiV . ;' ,'; �`°�is',unde�;tiood and;ageed't�i"s't de�i.�r,y�ofithis deed is hereby tendered and that the tertns and otiligationg.•fiera�Df strall aaot becbme`�igding upon ihe State of Washington unless and until aax(5t�d°a�epprc4"val,ltiereon'i�'�v�titing for the State of Wsslungton, by and . ..,;. ,. tluough its Departmen�*ofTsansspurtat'[on,.�by i�suthorized agent,. . �� N N _ .r Dated t«�w� •, ;`' (�: ,�°.•` cz<J ';:2 12.' . :. : . :.,,., ` ;: •: .:. ;` :,` „`. �:. ,. � �'"'a ',,.t.,, ,., CITY OF a muni coiporation' �•.. ..,... ;�. . By;�' ;•..' . ..... PE'fERB. I,EWIS MAYOR ,.."'" �� ...,., . ,r'� • ,.. ,r` Accepted and Approved ^-.. � ,;,'S'C'�1'E�OF:}T✓ASHINGTON, ,.., DepathnenY oYTransportation :; r•�.„.:.: . � � .. ,� hn:3..,f. . NortHwesi'�egion[teat Fstaze ..`:>Services Manager,hntkwrized Agent ' Date: �.`�� � � ��':.;;' . . ; .... ,,..,..,..... ,.., .;� ,.,. '�: RES-306 Page 2 of 4� Percel No:]-Z2952 :," r,,,,? . ''+:; ,..s , ,', QI;�TCLAIM DEED r; . �°i�. :;. S'f`AT�OF}lVASb�B?iGTUN�:�'�, �� . '.:� :!` .:• ::` . ,r..�:.r: �.... �.z. Cowi of L�in �'• �° b!.. &` ;;` ;' ;>„^�' � • . _ . . ;.,;� . :.r .�v�:,' ': On ttii§ ,.�;``�d�,q of:� . �avw��� 2012, before me personally appeared PETE:IT"B. LEWIS;'to �e kpqVv�i'to''be the duly elected and qualified Mayor of the City of Auburn, 1�?AShi�gton whti e�,ecuSed thF,,within and;fnregoing inshument and acknowledged said instivdi�t Yo be`thp�'&ee`amd'volui�►tary act�ani�dead of said City, for the uses and purposes therein inent'roneli,aeiil:each nn oaf�statttl,t#iat he was suthorized to execute said instrument. ,. GN,�N under my hand and official sea!tl���tlay an�yeai�laqt abo`v''C�:written.;:;::, s :' a$���h��' �.,...,:�'� .:,•, � �r' .�...�.�..:..,�.:.,... .;. �___��:,,,NQ������ ,�,,.[�, �'�;,�--, .;;�� ., , � - . � �._.c,�„ ` ; �. s Ui- '� ` .. ' : No rint neme � • � ��/ � a�',,•:'�' F? $ 2 . �'�P ) Riry++�G.r`.i�iqtL.L�.Jh . �''� ' oy �' 'p �� Notary Public yi and for the Sfate`pf Rfiasliin$ton, y �ctM �= residing at Ck c«+n.clst,..1 � a� MY APpointtnent expires /o �LS-?4X .,._ -'k���ti����p��`�� . ,.. ,;� .. �.�4:. . . .i.�� ' �ii i RES-306 Page 3 of 4 pagea Parcel No:]-22952 ;', ,, ,.��'� . '�!r ".�,. . . ;�, QUITCLAIM DEED ..r' .., `;,., EXHIBIT A ^: r`Va'� p,' �"`A�ll dtat pr>rtion;Df t};e saut]teast q`�Uaite�•oP6ection 14,Township 21 North, Range 4 East, W.M:,I�n�Caunt�;Wa'shimgton,,�e�s�libed�is foJ;lows: ,... ,; <, , ..�a, �• <' � sN Beginning at��the no�'heast cot'her"of the ,pozt}i�St quarter of the southeast quarter of said S�tion 14; theri't�e'Nort�89°•57'0&"W��d9:�,9 feet to the easterly mmgin of West Valley Highway, thence Sout#i 1�A53'25" Vwest;alodg sai�(„easterly m.argin 142.99 feet; thence continue southerly along�..�he said �ste,tYy etiar$in alOng the aFc;trf a curve m the ri�t having a radius of 2,895 feek; an;'are'dist�rsce o#'.�24.p5 feet;,,9aid point being on the . southedy boundary line of an`e�cisting 24 ,foot,�anEf,ary:�se`6ei^,easement recorded und� Rxording No. 8109100300; thence�South:'85°AO'28" t°as(,'alQiiB ttAe„southaly boundary ]ine of said:,sanitary sewer easement 49.23 fadt,.to.,the 1'tue,•.Pouit of��e�inning;"thence conrinuing Saiath SS°40`28" East, along said•souther�j+ho�mdgry�i���.•�383:�2 fepf; t�tence South z,2°12'39"`��,Vesc 10436 feet; thence Soiith,2�'S8'40"..'East�'S�3:3.t��.�'eet; th�ce,;:�outh 43°20'68" yWest 198.65 feet; thence Sauth 27°37'2$" 1Vesf 54,41,; feer� thence' South 58°04'28" �ast; 195.33 feet; thence southwesterly alorig•`the arc�o�:;a cuKve�to ;i�►e right hav,i�►g a;Fadi►is oti�50 feet, an anc distence of 10.40 f�; Ehence Soutki 3..5°4U'35" West 3&4.02 geet; tf�enc� southwesterly along the arc of a curve to�tti�e"ri$ht,#�a�ing'a radius of 350 fe�t, ac�� arc distmnce"6f.391.75 feet; thence North 80°l l'35" We�:�11''5.63�feet; thence 5�outh 09°'48'2�r Vl+est.1,2.15:.feet; thence North 69°41'20" West 61.88 t"ee#, thence Nath 1G"34'03" F.�4t ;278,63 :feet� thence North 23°29'46" East 227.32 fcet;` thence North . 21°53'S6"�East ��SO.SS fe�t;tt�enee'T�'orth 12°55'06" East 91.65 feet;thence North 38°44'24" East 163.99 feeE;thence Nodtti 2 t°46']0"East 74.40 feet to the True Point of Beginning. � :: The lands herein described cqnt�in an �tea;`of 43`P�;$58 square fcet, more or less, the specific details c:oncerning all o}`�w}ticlt,are:�to be fo.t?nd'an sheet 69 of that certain plan • entiUed King Counry Sundrp,.,�it,e.�platis, ]v1iI1,:�reek;Floatlplain Storage end Wetlands Mitigadon Area, now of record and on,"file�an„the office ofthe SeCretary of Transportation at Olympia,bearing date of approval A{ugust 6,20l39,revi5ed`4vtay 3;�Ut2. .. y �i18I1 1 � .. �; ...i ���. . �.. � �.�. u. RES-306 Pago 4 of 4 pages Paral No.;1-22952 ,: , . , :`yj��� ����������������� '� �` � �` -� 20130128002283 ,i� .:�'� .;•F`•..:..':; FIRST AIPcRIOAN Om 75.00 .,. . PpGE-001 OF 004 ��FA'RCf:lCitQfaltlg TC'LUTII a0CU1i1CRt t0: KINTG.B/�TYIS'.�39 �.,._ :State of.:Washington .."` DCpartihentvfTran§portatio�t:.', , ��`Rea!�staCe$erv}ces:Offite; :.,��` _..„,,�586565 P O B9?t`4'�338::: :' < �s` r,��� �e /zeizeta ts:aa Olympia WA 9$5ti4-7338�` " :� °.,:" ra�N�v�arr, ua =ie.ea ,�' sla.[ ie.ee vac�-eei oF eei Document�tle: Quite.'laim7Jeed � ;''� , ��,� ••; Reference Number of Relafed Documen�'�81091d0300" .., `•: :^ Crantor: City of Auburn .,'' :� ;? :`' ;:' .. ;. "':., r`-: Crantee: Srate ojWaskington, D.B'partinerrt a,�'TrdnspQrratiort �` „ Y Legal Description: Ptrs ojthe SE�/.ofSettion 14' TZ1N"lP4,E', i{�f. Kir�g,County Addrtionallega!Description is on Pag�4 af'Ddprraent :�"� :? ;''' ' <.. ":>. Assessor's Tai°P..arcel Nwxbers: Ptns/4110�-9009-Q7•1`'421�74-9174,S=fl�;f141104t`90,448- . � :. :� 00. /41t04-904gd19: l42104-4050-OS: 142104'-AUSf-OJ ` -....,. � QUITCLAIM DEED � �Kang Cotinty Sun�ry $ite P1iNas, Mill Creek Floodplain Storage and Wetla�fds Mitigation Are�.. The Gr�ntoi`�..-CCCy,�pF ,A�JB[7JLN, a municipal corporatioa of the State of, Washiagton, foi`and in �clusideSatioh:of..�el¢asing the Grantor's interest in sewer easement recorded vnda RecoY'ding l�io. 8109100300, hereb�`aoaveys and quitdaims to the Stste of Washington, acting by ai�d t$rbhgh its Depssxmeiit of Trsnsportadon, Grentee, the following describ� real prop�rty, arid any 8tter;scqyiretl iatt�yst therein, situated in King County, in the State of Washington, uqder the iinmindit tivCat o�'3he Grantee's exercise of its right of Eminent Domain: � � For legal descriptioa and ada€qionai conc,�ernis. .;`.:`� sa Exhibit A attached hereto and made a part fie�f .. .��� y ... .V,r+��• , PA No.F+16�( )„'' =, RES•306 Projl�CC'No,;A162D1C:>' ' �:; Ravised 06!10 Page l of 4 pages Parcel No:;]-22452 :;' ��, Q1)ITCLAIM DEED ,` : ... �� ... . ":, ��'�� :` It is:umierscood�and ag�ed"ti1�delivery of tl�is dced is 6ereby tendered and that the .:..teRns 8nd:obiigapdns�her�o�'�all�become binding upon the Siate of Washington unless aad tintil: and spproved'"herec�ti �in"pvriting for the State of Washington, by and . acce�ted.: t , ;:.:. throu�::its Uepa�ent,bfTrans�yk�on,,,b�''itg 8athorized agent. �' ,,; s� g; ': .:: ``':+: ;'�' '' v' {�� , . Dated�/Y4.n�tti+�3� ,. ,,�2SiQ,,. �.:Y:� ����R ,M C1TY OF AU ,a munici�al..CO�porapon' '`�� ' :.Ii�N: • M Br ' � "i..'td+....n., �, P :L � MA ,x. `�r ., .,...� ''j, `� �� . , Accepted and Approv�d,,......;, ,,. STATE OF WASHINGTON,"" � Department of Transporta6on "` :`] L.J orthwest Region Real Estate '"' " ' S�ivices.,M ,Authori Agent ,... ,�i8r�:� '���/ / ' r ..., a.............:. � j�F ��n. µy. 1•��' RES-306 Pagt2of4pages PercelNo:�1-22952 ;,•' i:;,,�' "'�:� ,,o� ,', QIf�TCLAIM DEED• v' � ... 1�~ ...1 .. '' S7'AT�0��1�AS�TE?lGTOl�;`'` _';.J <.- :� : :: ' : �....,„,::. Couii�.Pf I�ing� ',r,:�,• �t,� }. •.:�....^''�y ,' :' ,..�,,. :% "', . '•• 1 •�" : �+-,� ( �' On thi�,�� de of�/P, , 2012, before me personally �,— y � "�' �!'N appeared PE'fEIt'°9. I.�'WLS�;`to �[e Iq�o,d'vt�to',be the duly elated and qualiSe3 Mayor of the City of Aubum, Washilsgto�s whG e��ewted thg,witUin and�f�regoing instrument and adcnowlodged said insritttfiart to be`�th�''free and��voliiiltary act:en� deed of said City, for ' the uses and purposes therein mentcone8,arifl,escl►,su1 oe4h statel3,t�at he was suthorizad to execute said instrumeM. .. :,,;: GIY�N and�my hand and official�eal Eheday aad�year la3t above.tvritten.;':<: • .. v,:,.,r�....,,. � �.+'� ���'� r;;- f� � � ,w. � ..,... .� �r� �°�� a.f�c. Fr . o ' . . ,... ,, ;: ;:' ;; ;"y •• I �Y .. Z : TTOY8TY�Pnntneme� �SC.'rw•!/�G�4+ � ;� �� ' � � s Notary Public in and for the St�roe°Qf Vl�'�a5liington, f�. `� �. �e.= ���� ,w�4",:,;� .. sm � MY APPoiabaeat expires . �z.S•ddX : IN\N��., .., �;'' ' .... :';.•• .. .�...n�. :?q.�e��. +;: RES-306 Page 3 of 4 pagos Pa:cel No;:1-22952 ;' r::.,;'� :�` QUITCLAIM DEED ,r : .. ,�` .... �'d. EXHIBIT A ,�;;�� $,. �.''7'hat:poi4iop of.;Yhe southpast qu�'er ofSection I4, Township 21 North, Range 4 East, WMf;-lyiag:sou.the� o�tlig souttp`�lia�e of tl�e�fortk► 230 feet thereof, included within the limits of a strip 8fland.�20 fea ia,�d'dth thie�ne of which is dcscribad as follows: Commencin�•st a pqint oii th��east�ly ex��si0n"of the north line of said southeast quarter which is Soutfi°$9°55'1�" East 26:§5 fe�t �the northeast corner thereof; tha�ce South 12°51'07" West 73.56' feet; thynce�'Sou�h 28°21'3,Q" West 214.23 feet; thence South 29°06'44" West 280.16 t'eet; th�i►ce,j'�a�di 8SJ°4�'28" Vl7est 560.�34 f,eet to the True Paint of Beginni»g; thence South 25°2¢'44":WeSt 3?5:00 feet�,thehce S� 19°58'17" West 329.94 fcet; thence South l6°20'l6"WCSE`32,5:OO.feet>th�ce':�locth 8b"22'25"West 237 fcet,more or ]ess to an inte�ssxtion with the easterty margfn of S�I81 (West Valley Highway) and the te�minas.of this centerline description. ,... ,,"` ��:,.�,,... TOGETHER WC�'H a suip of land 10 feef`in width�`the'wast�Fy�..mergi� of`w�tich is descriFsed a�beginhing at the terminus bf the last above desc�l�ed c�nteRiqC;tlienge South 16°37'0?":VVest 21„fcet, more or less, along the seid"�stet�ly }ha�n of SR 1,.81 (West VaUey FFighway) Co its intersection with the northcvly'mazgin of SR k'b7;�VJe�t Auburn in�rchaiige and t}�terminus of this description. "" c,rkncedstiirtio�s � .., �i:;....: ': .�.. ...� 4 ^�,.. o. '. i... �: RES-306 Page 4 of4 pages Pereel Na;'7-22952 ;'' �,:.;' . ., . v :�s� ��c�v a�s3� � � ��g AFTER RECORDING RETURN TO: CONFORMED COPY ATTN: REAL ESTATE SERVICES DEPARTMENTOFTRANSPORTATION 2013�1180�1979. - P.O. BOX 4733H� � FIRST RMERICqN OCD 78.00 OLYMPIA, WA 98504-7338 ei�iaizei°aFi°s°ia GUIVrUKI'IW buri E2585524 Document Titlea Quitclaim Deed evsaneia is:sa ReferenceNiimberofRelatedDocumenf: N� rax gse.ee Grantor: $tate of Washington SRLE E0•� PRGE-001 oF eei Grantee: City of Auburn Legal Description: Pm of SW'/.SW'/< and NW'/<SW'/< in Sec. 12, T21N,R4E;W:M.; King County Addirional Legal Description is on Page 2 of dooumeut Assessor's Taac Parcel Number: Ptn of 1 22 1 04-901 1 and 122104-9012 QUITCLAIM DEED SR 167; Auburn: 17th St. SW to S. 285th St. The STATE OF WASHINGTON acting by and through its DEPARTMENT OF TRANSPORTATION, Grantor, for and iu consideration (1) OF THE CITY OF AUBURN ASSUMING IN PERPETUITY ALL FUTURE POST-CERTIFICATION PRESERVATION AND PROTECTON OBLIGATIONS AS FURTHER PROVIDED HEREIN, INCLUDING ALL 1VIAINTENANCE AND OPERATION COSTS ASSOCIATED WITH SUCH PRESERVATION AND PROTECTION OBLIGATIONS OF THE ENVIRONMENTAL MITIGATION SITE LANDS IN PERPETUITY AS REQUIRED BY RCW 47.12370; (2) OF THE SETTLEMENT OF K1NG COLJNTY SUPERIOR COURT CASE NUMBER 07-2-16064- 7; (3) OF THE BENEFITS CONFERRED BY THE SETTLEMENT AGREEMENTS BETWEEN THE GRANTOR, GRANTEE & THE AUBURN LAND COIv1PANY, hereby conveys and quitclaims unto the CITY OF AUBURN, a municipal corporation, Grantee, all right, Utle, and interest in and to the following descrilied real property situated in King County, State of Washington: RES 411 Page 1 of 7 Pages IC# 1-17-09476 Revised 1/2011 City info: C-2 Those portions of the southwest quarter of the southwest quarter and the northwest quarter of the southwest quarter of Secrion 12, Township 21 North, Range 4 East, W.Ivf., in King County, Washington, described as follows: Beginning at a point on the easterly margin of West Valley Highway opposite Highway Engineer's Station (hereinafter referred tb as HES) 579+17 on the SR 1671ine survey of SR 167, Aubum: 17th St. SW to S. 285th St., and 1,182t feet westerly therefrom; thence easterly to a point opposite HES 579+12 on said line survey and 1,013 feet westerly therefrom; thence northerly to a point opposite HES 580+21 on said ]ine survey apd 1,021 feet westerly therefrom; thence easterly to a point opposite HES 580+12 on said line survey and 763 feet westerly theiefrom; thence northerly pazallel with said SR 167 line survey to a point opposite HES 581+68 thereon; thence northwesterly to a point opposite HES 583+29 on said line survey and 917 feet westerly therefrom; thence northerly to a point opposite HES 585+49 on said line survey and 916 feet westerly therefrom; thence northeastei�ly to a point opposite HES 585+97 on said line survey and 802 feet westerly therefrom; thence northwesterly to a point opposite HES 587+01 on said line survey and 860 feet westerly therefrom; thence westeriy to a point opposite HES 586+37 on said line survey and 1,188 feet westerly therefrom, said point being on the easterly mazgin of the West Valley Highway; thence sontherly along said easterly mazgin to the point of beginning. This property is a,Wetlands Area created as mitigation for work authorized by the U.S. Army Corps of Engineers, Seattle District, Regulatory Branch, p.ermit number 200401241. This Wetlands Area shall not be made the snbject of a future individual or General Department ofthe Army Permit Application for fill or other development, except for the purposes of enhancing or restoring the mitigation associated with the "SR 167", 15th St. S.W. to S. 180th St., Stage "3" project. Grantee understands and agrees that the Grantoi is reserving ownership of all rights of ingress and egress, to, from and between the SR 167 right of way and the property abutting the SR 167 right of way, including all rights of access, light, view and air, and access control as shown by the access prohibition symbol on said highway plans along the SR 167 right of way and along abutting properties on the right of way access plans, Grantee, its successois or assigns, shall have no right of ingress 6r egress between the SR 167 right of way and abutting properties, or the state route and the lands herein conveyed that show the access prohibition symbol on said highway plans. Grantee, its successors or assigns, shall not b:e entifle8 to RES 411 Page 2 of 7 Pages IC# 1-17-09476 ReVised 1/2011 City info: G2 compensation for any loss of access, light, view, or air occasioned by the location; construction, reconstrucrion, maintenance, or operarion of SR 167 and/or roadway facilities constructed thereon. The specific details conceming all of which may be found on sheet 6 of that certain plan entitled SR 167, Auburn: 17th St. SW to S. 285th St., now of record and on file in the office of the Secretary of Transportation at Olympia, Washington,bearing date of approval June 12, 1969, as revised. Subject to all ezisting encumbrances, including easements, testrictions and reserJations, if any. The Grantor hereby retains an easement to continue the use of any drainage ditches, culyerts, or other structures located on the described property for the purpose of conveying water to or from the described property. The Grantoc also hereby retains an easement over, under, upon and across the described lands for the purpose of the perpetual right, power and privilege to continue past and current drainage, flowage, and storage of water (and any accompanying sediment) caused by or due to natural phenomenon and the construction, operation, and/or maintenance of the existing SR 167 highway and its associated ditches, culverts, and other structures. As part of this easement, the Grantor also retains the right,power, and privilege to use the described lands for the purpose of future additional or different drainage, flowage, and storage caused by construction, reconstruction, operarion, and/or maintenance of later changes to SR 167 and any associated structures, to the extent the different or additional watei does not violate environmental permits issued for such changes to SR 167 or prevent the Grantee from maintaining the existing mitigation sites on the described property. PROVIDED, that this easement does not prohibit the Grantee from altering drainage on the described lands, but only if doing so would not violate the directions of any regulatory agency goveming the mitigation site or the terms of any doouments creating, permitting, or certifying the mirigation site that has b.een constracted on the property, as those documents e"xist on the date of convayance or as they may be amended, superseded, or replaced in the fiiture with the approval of the responsibie regulatory agency, and only if doing so does not adversely impact the Grantor's easement. As part of this easement, the Grantor also retains the right of ingress and egress over the described lands to monitoi and inspect drainage from the SR 167 highway and its associated ditches, culvei-ts, and other structures. The scope of this easement does not anthorize land uses that would hann the compensatory mirigarion that has been built on the described property or that would violate the RES 411 Page 3 of 7 Pages IC# 1-17-09476 Revised 1/2011 City info: C-2 terms of the documents creating, permitting, or certifying the mitigarion site that has been coristruc.ted on the property, as those documents exist on the date of conveyance or as they may be amende.d, superseded, or replaced in the future with the approval of the responsible regulatory agency(listed below). AND subject to Grantor retaining an easeinerit for access, ingress, and egress to allow Grantor to conrinue performing maintenance and monitoring until the mitigation sife on the conveyed pioperty has been certified by the agency requiring mirigation, but Grantor shall provide notice to Grantee before eaoh nse, and said easement will expire upon certification. This property is being conveyed subject to the terms and conditions of followipg documents creating, permitting, or certifying the mitigation site, as those documents exist on the date of conveyance or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency, specifically including the obligarion to perpetually maintain, operate, monitor,preserve, and protect the mitigation site located on the property. The teans of these documents aze hereby incorporated by reference into tliis Deed, and each party shall maintain a copy of all the listed documents with its files and records related to the property conveyed by this Deed. "Conspicuously display" notice dated 11/18/2005 Notification of Administrative Appeal Opinions and Process and Request for Appeal dated 11/16/2005 Form Letter from the Department of ttie Army dated 11/16/2005 Letter from the Department of the Army dated 11/16/2005, with blank Certificate of Compliance with Department of the Army Permit attached Department of the Army Permit No. 200401241; dated 11/18/2005, with mul6ple drawings attached Letter from Department of Ecology dated 9/15/2005, with Order#2689 dated 9/15/2005, and unsigned Attachment A attached Department of the Army Section 404 Permit #200401241, transfer signed by the City of Auburn United States Depariment of khe Interior Fish and Wildlife Service letter concurring with W SDOT's Enclangered Sp.ecies Act findings, dated September 3, 2004 . RES 411 Page 4 of'7 Pages IC# 1-17-09476 Revised 1/2011 City info: C-2 National Marine Fisheries letter concuning with WSDOT's Endangered Species Act findings,dated September 7, 2004 State Environmental Policy Act (SEPA) Determination of Non-Significance SR 167 15th St. SW to S. 180th St. Stage 3 (MP 13.25 to MP 24.97), dated March 30, 2005 _. National Enyironmental Policy Act (NEPA), Documerited Categorical Exclusion, SR 167/15th St. SW to S. 180th-Stage 3, dated November 22, 2005 Section 401, Individual Water Quality Certifioarion # 2689, Washington Department.of Ecology; SR 167/15th St. SW to S. 1$Oth-Stage 3 The Grantee's use of the property is, expressly and perpetually restricted to only those nses consistent with preserving the functions and values of the property as a mirigation site and those uses consistent with the terms of the above-referenced documents and as provided in the Settlement Agreement and Agree.ment to Tiansfer Real Property between the State of Washirigton and th'e City of Aubum dated August 1, 2012. This restriction on Grantee's use of the property serves and benefits other real property owned by the Grantor and upon which the Grantor constructed the project for which the above-referenced permits and documents were issued. The restriction on the Grantee's use of the property shall run and remain with the land coiiyeyed by this Deed and be binding on tkie Grantee's successors or assigns. The restriction on the Grantee's use of the property shall be liberally construed to prohibit any use inconsistent with preserving the property as a mirigation site or inconsistenYwith the terms of the above-referenced permits. Should the Grantee fail to perpetually maintain, operate, preserve, and protect the environxnental mitigation site lands as required herein and as required by the Settlainent Agreement and Agreement to Transfer Re.al Property between the Sfate of Washington and the City of Aubum dated August 1, 2012 and as required by applicable law and by the above- referenced documents and any other documents creating, permitting, or certifying the site, and/or should the Grantee fail to observe the restric6ons on the use of the environmental mitigarion site lands herein conveyed, the said environmental mitigarion site lands shall aptomatically revert to the ownership of the State of Washington without cost or further obligation on the pact ofthe Grantor. The Grantee agrees to quitclaim the said envirorimenfal mitigation site land to the State of Washington immediately upon request. RES 411 Page 5 of 7 Pages IC# 1-17-09476 Revised 1%2011 Cityinfo: C-2 The Grantee herein, on behalf of itself and its successors or assigns, waives and/or releases Grantor from any past, present, or future claims for damages directly or indirectly caused by highway drainage or runoff, and further Grantee, its successors or assigns, shall have no right of compensation for damages to the property herein conveyed caused directly or indirectly by highway drainage or runoff. The Grantee as part considerarion herein does hereby agree to comply with all civil rights and anti-discrimination requirements of Chapter 49.60 RCW as to the lands herein described. The lands herein described aze conveyed pursuant to the provisions of RCW 47.12370. 020 Dafed at Olympia, Washington, this day of 2 2. S ATE OF WASHINGTON � C P ua la�� ,mond, P.E. Secretary of Transportation APPROVED AS TO FORM: By: I Q. Assistant Attomey Gene� REVIEWED AS TO FORM: City of Auburn BY• — Name: Title: RES 411 Page 6 of 7 Pages IC# 1-17-09476 Revised 1/2011 Cityinfa G2 r STATE OF WASHINGTON ) ); ss Couuty of Thurston ) On this t�' day of TQ.I?(,[GC.p , 201� b.efore me personally appeazed Paula J. Hammond, P.E., known.to me as e Secretary of Transportation, Washington State Department of Transportation, and executed the foregoing inshument, acknowledging said instrument to be the free and voluntary act and deed of the State of Washington, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execnte said instrument. Given under my hand and official seal the day and yeaz last above written. \`````````E'�I'kE'', '' w�'' �`�.r�'���11C1�ljj��+�F,1�,'�i� M! � ;$.o� �pi�RY = Notary(print name) ��,�,LlIG !.W/LGc n _ „�N. _ Notary Public in and for the State of Washington, residing = ': p�s��� ' ' at Olympia �d�' � 0���,���� My Appointment Expires S/c�$�1 Lo 4,��',%;;�V 26, 'L i�0��`. ��i��E�OF'MI#S������ RES 41 I Page 7 of 7 Pages IC# 1-17-09476 Revised I/2011 City info: C-2 r�s�r ��uc�r� G���3��_ AFTER RECORDING RETURN TO: �I �� CONFORMED COPY ATTN: REAL ESTATE SERVICES DEPARTMENT OF TRANSPORTATION 2013m 118001980 P.O. BOX 4733H � PQ�ET001EOFc007�� 78�00 OLYIVIPIA,WA 98504-7338 � . � 01/18/2013 36.14 E25855�5 Document Title: Quitclaim Deed 01/18/2013 36:00 Reference Number ofRelated Docament: N/A SHLE $Se:ee PAGE-003 oF eei Grantor: State of Washington Grantee: City of Aubum Legal Description: Ptn of SE'/SE'/< of Sec. 11 & SW'/e SW'/< of Sec. 12, all in T21N, R4E, W.M.,King County Additional Legal Description is on Page 2 of document Assessor's Tax Pazcel Number: Pm of 122104-9012 QUITCLAIM DEED I SR 167, Aubum: 17th St. SW to S. 285th St. Ttie $TATE OF WASHINGTON acting by and through its DEPARTMENT OF TRANSPORTATION, Grantor, for and in consideration (1) OF THE CITY OF AUBURN ASSUMING IN PERPETUITY ALL FUTURE POST-CERTIFICATION PRESERVATION AND PROTECTON OBLIGATIONS AS FURTHER PROVIDED HEREIN, INCLUDING ALL MAINTENANCE AND OPERATION COSTS ASSOCIATED WITH SUCH PRESERVATION AND PROTECTIOIV OBLIGATIONS OF THE ENVIRONMENTAL MITIGATION SITE LANDS IN PERPETUITY AS REQUIRED BY RCW 47.12370; (2) OF THE SETTLEMENT OF KING COUNTY SUPERIOR COURT CASE NUMBER 07-2-16064- 7; (3) OF THE BENEFITS CONFERRED BY THE SETTLEMENT AGREEMENTS BETWEEN THE GRANTOR, GRANTEE & THE AUBURN LAND COMPANY; hereby conveys and quitclaims unto the CITY OF AUBURN, a municipal corporation, Grantee, alI right, title, and interast in and to the followipg described real property situated in King County, State of Washington: RES 4ll Page 1 of7 Pages IC# 1-17-09.477 Revised 1/2011 Ciryinfo: C-1 Those portions of the southeast quarter of the southeast quarter of Section I 1, and the southwest quarter of the southwest quarter of Section 12, all in Township 21 North, Range 4 East;W:M:,in King County, Washington, described as follows: Beginning at tlie intersection of the east margin of the West Valley Highway and the south line of said Section 11; thence northeasterly and northerly along the east mazgin of said West Va11ey Highway to a point opposite Higliway Engineer's Station (hereinafter refened to as HES) 579+17 on the SR 167 ]ine survey of SR 167, Aubum: 17th St. SW to S. 285th St., and 1,182t feet westerly therefrom; thence easterly to a point opposite HES 579+12 on said line survey and 1,013 feet westerly therefrom; thence eas4erly to a point opposite HES 579+01 on said line survey and 574 feet westerly therefrom; thence southerly to a point opposite HES 578+47 on said line survey and 580 feet westecly therefrom; thence southerly to a point opposite HES 577+39 on said line survey and 592 feet westerly therefrom; thence soptherly to a point opposite HES 576+29 on said line survey and 599 feet westerly therefrom; thence southerly to a point opp.osite HES 575+13 on said line sprvey and 600 feet westerly therefrom; thence southerly to a point opposite HES 574+04 on said line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 572+91 on said line survey and 574 feet westerly therefrom; thence southerly to a point opposite HES 571+72 on said line survey and 575t feg�t westerly therefrom, said point lying on the south line of the southwest quarter of the southwest q"uarte= of said Section 12; thence westerly along :said south line to the comer common to Secrions 11, 12, 13; and 14, Towriship 21 North, Range 4 East, W.M; thence westerly along the south line of said Section 11 to the point of begiiining; EXGEPT that portion conveyed to Halvard Thurmod and Peazl V. Thurmod, under King County Recording No. 6722632. This property is a Wetlands Area created as mitigation for work authorized by the U.S. Army Corps of Engineers, Seattle District, Regalatory Branoh, permit number 93-4-0 1 1 00-ATF. This Wetlands Area shall not be made the subject of a future individual or General Department of the Army Permit Application for fill or other development, except for the purposes of enhancing or restoring the mitigation associated witti the "SR ]b7", 84th Ave.S. to South Grady Way, Stage"1 A"project. RES 411 Page 2 of 7 Pages IC# 1-17-09477 Revised 1/2011 City info: C-1 Grantee understands and agrees that the Grantor is reserving ownership of all rights of ingress and egress, to, from and between the SR 167 right of way and the property abuttirig the SR 167 right of way, including all rights of access, light, view and air, and acc.ess control as shown by the access proliibition symbol on said highway plans along the SR 167 right of way and along abutting properties on the right of way access plans. Grantee, its successors or assigns, shall have no right of ingress or egress between the SR 167 right of way and abutting properties, or the state route and the lands herein conveyed that show the access prohibifion symbol on said highway plans. Grantee, its successors or assigns, shall not be entitled to c6mpensatidn for any loss of access, light, view, or air occasioned by the location, construction, reconstraction, maintenance, or opeiation of SR 167 and/or roadway facilities constructed thereon. The specific details concerning all of which may be found on sheet 6 of that certain plan entitled SR 167, Anbnrn: 17th St. SW to S. 285t1i St., now ofrecord and on file in the office of the Secretary of Transportarion at Olympia, Washington, bearing date of approval June 12, 19b9, as revised. Subject to all existing encumbrances, including easeinents, restrictions and reservations, if any. The Grantor hereby retains an easement to continue the use of any drainage ditches, wlverts, or other structures located on the described property for the purpose of conveying water to or from the described property. The Grantor also hei�eby retains an easement over, under, upon and across the described lands for the purpose ofthe perpetual right, power and privilege to continue past and current drainage, flowage, and storage of water (and any accompanying sediment) caused by or due to natural phenomenon and the construcrion, operation, and/or maintenance of the existing SR 167 highway and its associated ditches, culyeits, aud other structures. As part of this easement, the Grantor also retains the riglit, power, and privilege to nse the described lands for the purpose of futnre additional or different drainage, flowage, and storage caused by construction, reconstruction, operation, andJor maintenance of later changes to SR 167 and any associated structures, to the extent the different or additional water does not violate environmental permits issued for sdch changes to SR 167 or prevent the Grantee from maintaining the existing mitigation sites on the described property. PROVIDED, that this RES 411 Page 3 of 7 Pages IC# 1-17-09477 Revised 1/2011 Cityinfo: C-1 easement does not prohibit the Grantee from altering drainage ori the described lands, bpt only if doing so would not violate the direcrions of any regulatory agency governing the mitigation site or the terms of any documents cieating, permitting, or certifying the mitigarion site that has been constructed on the prop"erty, as those docuxnents exist on the date of conveyance or as they may be amended, snperseded, or replaced in the future with the approval of the responsible regulatory agency, and only if doing so does not adversely impact theGrantor's easement. As part of this easement; the Grantor also retains the right of ingress and egress over the describ.ed lands to monitor and inspect drainage from the SR 167 highway and its associated ditches, cnl4erts, and other structures. The scope of this easement does not authorize land uses that would harm the compensatory mitigation that has been built on the described property or that would violate the terms of the documents creating, permitting, or certifying the mirigation site that has been constructed on the property, as those do.cpments exist on the date of conveyance or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency(listed below). This property is being conveyed snbject to the terms and conditions of following do.cuments creating, pemiitting, or certifying the mitigation site, as those docuxnents exist on the date of conveyance or as they may be amended, superseded, or replaced in the future with the approval of the responsible regulatory agency, specifically including the obligation to perpetually maintain, operate, monitor,preserve, and protect the mitigation site located on the property. The terms of these documents aze hereby incorporated by reference into this Deed, and each party shall maintain a copy of all the listed documents with its files and records related to the property conveyed by this Deed. Department of the Army Pemiit; Peimit No. 93-4-01100-ATF; dated 3/13/1998 Department of the Army Section 404 Perniit #19930110, transfer signed by the City of Adburn Departrnent of the Army letter to WSDOT's Kevin Jeffers, dated July 30, 2007, notification that permit obligarions a;e complete The Grantee's use of the property is expressly and perpetually restricted to only those uses consistent with preserving the functions and values of the property as a mitigation site and those uses consistent with the terms of the abova-referenced permits and as provided in the RES 411 Page 4 of 7 Pages IC# 1-17-09477 Revised 1/2011 Cityinfo: C-1 Settlement Agreement and Agreement to Transfer Real Property b.etween the State of Washington and the City of Auburn dated August 1, 2012. Tliis restriction on Grantee's use of the property serves and benefits other real property owned by the Grantor and upon which the Grantor constructed the project for which the above-referenced permits were issued. The restriction on the Grantee's use of the property shall run and remain with the land conveyed by this Deed and be binding on the Grantee's successors or assigns. The restriction on the Grantee's use of the property shall be libeially construe.d to prohibit any use inconsistent with preserving the property as a mitigation site or inconsistent with the tercns of the above-referenced permits. Should the Grantee fail to perpetqally maintain, operate, preserve, and protect the environmental mitigation site lands as required herein and as required by the Settlement Agreement and Agreement to Transfer Real Property between the State of Washington and the City of Auburn dated August 1, 2012 amd as required by applicable law and by the above- reference.d permits and any other documents creating, permitting, or certifying the site, and/or should the Grantee fail to observe the restrictions on the use of the environmental mitigation site lands herein conveyed, the said environmental mitigation site lands shall automatically revert to the ownership of the State of Washington without cost or further obligation on the part of the Grantor. The Grantee agrees to quitclaim the said environmental mitigation site land to the State of Washington immediately upon request. The Grantee herein, on behalf of itself and its successors or assigns, waives and/or releases Grantor from any past, present, or future claims for damages directly or indirectly caused by highway drainage or runoff, and further Grantee, its successors or assigns, shall have no right of compensation for damages to th"e property herein conveyed caused directly or ind'uecdy by highway drainage or rdnoff. The Grantee as part considerarion herein does hereby agree to compTy with all civil rights and anti-discrimination requirements of Chapter 49.60 RCW as to the lapds herein described. The lands herein described are wnveyed pursuant to the provisions of RCW 47.12.370. RES 411 Page 5 of 7 Pages IC# 1-17-09477 Revised 1/2011 City info: Gl � �� Dated at Olympia, Washington,this day of ,2 STATE OF WASHINGTON Paul J. mond, P.E. Secret.ary of Transportation APPROVBD AS TO FORM: By: � G� Assistant Attomey G� eral REVIEWED AS TO FORM: City of Auburn By; I' Name: �(. �. __ Title:��'Lt /tl'dZ/l�{.tQv1 RES 411 Page 6 of 7 Pages IC# 1-17-09477 Revised 1/2011 City info: C-1 STATE.OF WASHINGTON ) ): ss County of Thurston ) �, 3 On this �day of �p�,yt.l , 201�, before me personally appeared Paula J. Hammond, P.E:, known to me as the Secretary of Transportation, Washington State Department of Transportation, and executed the foregoing instrument, acknowledging said instrument to be the free and voluntazy act and deed of the State of Washington, for the as8s and pnrposes tHerein mentioned, and on oath stated that she was authorized to execute said instrument: Given under my hand and official seal the day and year last above written. ```````E����������/' M�c�h�lA- �. /V�.(.iJ�l/,(�� ,�.�`�y����tiiiP'r t���l�r'�,,� ;�40�1 of���� Notary(print name)M i�l�t.l l�. M. AILwI ll�n : '�;�� ' e Notary Public in and for the State of Washington, residing : ...o� _ ? �: �e��� i�= at Olytppia :o�' .�e.�o.� •'�.,�,�j��lb;,��6~���� My Appointment ExpirBs �`-7 f c�5��(a �4iip�F��fNb������ RES 411 Page 7 of 7 Pages IC# 1-1'7-09477 Revised 1/2011 Cityinfo: C-1 , . �s� �xrC�v�2 ��� � ��; CONFORMED COPY AFTER RECORDING RETURN TO: ATTN: REAL ESTATE SERVICES 20130118001981 DEPARTMENT OF TRANSPORTATION FIRST pMERICRN OCD n.ee P.O. BOX 47338 0AGE80Z013Fifi064 OLI'MPIA, WA 98504-7338 �vnrvnilGY �V�I " E2585528 07/IB/2013 36:03 Document Title: Quitclaim Deed Reference Number ofRelated Document: N/E SRLE sle.ee . $0.00 PpGE-001 OF 001 Grantor. State of Washington Grantee:City ofAnbiirn I,egal Description; Ptn ofthe SW'/aSW'/< &NW'/<SW% in Sec. 12, T21N, R4E, W.M.; King County Additional Legal Description is on Pages 1 and 2 of document Assessoi's Tax Parcel Number: Ptn of 122 104-90 1 1 & 122104-9012 QUITCLAIM DEED SR 167, Auburn; 17th St. SW to S. 285th St. The STATE OF WASHINGTON acting by and through its DEPARTMENT OF TRANSPORTATION, Grantor, for and in consideration of TERMS AND CONDITIONS SET FORTH IN SETTLEMENT AGREEMENT AND AGREEMENT. TO TRANSFBR REAL PROPERTY (GCB1303), hereby conveys and quitclaiins unto the CITY OF AUBURN, a municipal corporation, Grantee, all right, title, and interest in and to the following described real property situated in King County, State of Washington: Those portions of the southwest quarter of the southwest .quarter and the northwest quarter of the southwest quarter of Section 12, Townslup 21 North, Range 4 East, W.M., in King County, Washington, described as follows: Commencing at a point on the easterly mazgin of West Valley Highway opposite Highway Engineer's Station (hereinafter referred to as HES) 579+17 on the SR 167 line survey of SR 167, Aubum: 17th St. SW to S. 285th St., and 1,182f feet westerly therefrom; thence easterly to a point opposite HES 579+12 on said SR 167 line survey and 1,013 feet westerly RES 411 Page 1 of 6 Pages IC# 1-17-08645 Revised 1/2011 Cityinfo; C-3 therefrom, said point being the True Point of Beginning; thence easterly to a point opposite HES 579+01 on said SR 167 line survey and 574 feet westedy therefrom; thence southerly to a point I opposite HES 578+47 on said SR 167 line survey and 580 feet westerly therefrom; thence southerly to a point opposite HES 577+39 on said SR 167 line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 576+29 on said SR 167 line sur4"ey and S99 feet westerly therefrom; thence southerly to a point opposite HBS 575+13 on said SR 167 line survey and 600 feet westerly therefrom; thence southerly to a point opposite HES 574+04 on said SR 167 line survey and 592 feet westerly therefrom; thence southerly to a point opposite HES 572+91 on said SR 167 line survey and 574 feet westerly therefrom; thence southeriy to a point opposite HES 571+72 on said SR 167 line sur4ey and 575f feet westerly therefrom, said point lying on the south line of the southwest quarter of the southwest quarter of said Section 12; thence easterly along said south ]ine to the westerly right of way line of SR 167, said point being opposite HES 572+13.85 on said SR 167 line survey and 165 feet westerly therefrom; thence northerly along said westerly right of way line to a point opposite HES 58.3+00 on said SR 167 line survey and 165 feet westerly therefrom; thence noithwesterly to a point opposite HES 587+00 on said SR 167 line survey and 215 feet westerly therefrom; thence northwesterly to a point opposite HES 592+00 on said SR 167 line survey and 455 feet westerly therefrom; thence northwesterly to a point opposite HES (15th St. NW) 5+50 on the 15th St. N.W,Ext. ]ine survey of said Highway and 370 feet soutlierly therefrom; thenc.e northwesterly to a point opposite HES (15th St. NW) 1+37f on said 15th St. N.W. Ext. line survey and 19232 feetsoutherly therefrom, said point lying on the easterly mazgin of the West Valley Highway; thence southerly along said easterly margin to a point opposite HES 586+37 on the SR 1671ine survey of said Highway and 1,188 feet westerly therefrom�thence northeasterly to a point opposite HES 587+01 o.n said SR 167 line survey and 860 feet westerly therefrom; thence southeasterly to a point opposite HES 585+97 on said SR 167 line survey and 802 feet westerly therefrom; thence southwesterly to a point opposite HES 585+49 on said SR 167 line survey and 916 feet westerly therefrom; thence southerly to a point opposite HES 583+29 on said SR 167 line survey and 917 feet westerly therefrom; thence southeasterly to a point opposite HES 581+68 on said SR 167 line survey and 763 feet westerly therefrom; thence southerly parallel with said SR 167 line survey to a point opposi;e HES 580+12 thereon; thence westerly to a point opposite HES 580+21 on said SR 167 line survey and 1,021 feet westerly therefrom;thence southerly to the True Point of Beginning. RES 411 Page 2 of 6 Pages IC# 1-17-08645 Revised 1/2011 City info: C-3 Grantee understands and agrees that the Grantor is reserving ownership of all rights of ingress and egress, to, from and between the SR 167 right of way and the property abntting the SR 167 right of way as shown by the access prohibition symbol on the highway plans (referenceil in the next pazagraph) along the SR 167 right of way and along abntting properties on the right of way access plans, including all rights of access, light, view and air, and access control as shown by the access prohibition symbol on said highway plans along the SR 167 right of way aad along abutting properties on the right of way access plans. Grantee, its successors or assigns, shall have no right of ingress or egress between the SR 167 right of way and aliutting properties, or the state route and the lands herein conveyed that show the access prohibirion symbol on said highway plans. Graiitee, its successors or assigns, shall not be entitled to compensation for any loss of access, ]ight, view, or ait occasioned by the locarion, construction, reconstrucrion, maintenance, or operation of SR 167 and/or madway faciliries constructed thereon. By conveying access rights between the lands conveyed and the porticjn of Grantot's right of way not marked with the access proliibition symbol, Grantor does not convey to Grantee the right to construct, operate, or maintain a new channel for Mill Creek that would cross any portion of Grantor's right of way. To obtain such rights, Grantee must, among other things, reach a separate agreement with Grantor, obtain addirional property rights from Grantor, obtain permits from Grantor, and fully indemnify Grantor. The specific details conceming all of which may be found on sheets 6 and 7 of that certain plan entitled SR 167, Aubum: 17th St. SW to S. 285th St.; now of record and on file in the office of the Secretary.of Transportation at Olympia, Waghington, bearing date of approyal June 12, 1969, as revised. Subject to all existing encumbrances, inclnding easements, restrictions and reservarions, if any. Reserving unto the Grantor, its successors and assigns, a perpetual, non-exclusive drainage easement for storm and surface water flow and storage over, on, under, and across the transferred property for the historic and on-going storm and surface water flow or storage caused by or due to the construction, rewnstruction, operation and/or maintenance of the adjacent State Route 167 highway, its associated drainage system, and its other structures, including the Mill Creek conveyance under State Route 167, thus benefitting the State Ronta 167 right of way, including the right of ingress and egress over the transferred property to inspect, and monitor RES 411 Page 3 of 6 Pages IC# 1-17-08645 Revised 1/2011 City info;. C-3 water flow and storage, PROVIDED, that this easement does not prohibit the Grantee from altering drainage on the transferred property, but only if doing so does not adversely impact the Grantor's easement, and PROVIDED further that changes in water flow and storage caused by future Grantor projects fall within the scope of this easement to the extent that they are permitted by applicable regulatory agencies. Further reserving unto the Grantor, its successors and assigns, a right of ingress and egress to maintain the drainage, water flow, and water storage rights reserved above over, under and across a strip of land 50 feet in width, b.eing 25 feet on each side, when measured at riglit angles from a line described as follows: Beginnirig at a point opposite Highway Engineer's Station (hereinafter referred to as HES) 585+47.88 on the SR 167 line survey of SR 167, Aubumt 17th St. SW to S. 285th St.; and 144.19 feet westerly thereftom, said point being on the south line of the northwest quarter of the sonthwest quarter of Section 12, Township 21 North, Range 4 East, W.M., in King County, Washington; thence westerly along said.south line a distance of 130 feet to Mill Creek and the end of this line description; EXCEPT that portion lying easterly of a line beginning at a point opposite HES 583+00 on said SR 167 line survey and 165 feet westerly the"refrom; thence noithwesteily to a point oppbSite HES 5.87+00 on said SR 1671ine survey and 215 feet westerly therefrom, and the end of this line description. The Grantee herein, on behalf of itself and its successors or assigns, waives and/or releases Grantor from any past, pre"sent, or future claims for damages directly or indirectly caused by higliway drainage or runoff, and further Grantee, its successors or assigns, shall have no right of compensation for damages to the property herein conveyed caused directly oi indirectly by highway drainage or runoff. The Grantee as part corisideration heiein does hereBy agree to comply with al] civil rights and anti-discrimination requirements of Chapter 49.60 RCW as to the lands herein described. The lands herein described are not required for State highway purposes and aze conveyed piusuant to the provisions of RCW 47.12.287. RES 411 Page 4 of 6 Pages IC# 1-17-08645 Revised 1/2011 City info: C-3 Dated at Olympia, Washington,this�day of , 2Q1'�l. / STATE OF SHIN_CLTON �_ Pau a J,, mond, P.E, Secret of Transportarion APPROVED AS TO FORM: gy;. Q' . _ Assisfant Attorney Gey ral REVIEWED AS TO FORM: City of Aubum � I . BY. �• - � N Title> � �� RES 411 Page 5 of 6 Pages IC# 1-17-08645 Re4ised 1/2011 City info: G3 . STATE OF WASHINGTON ) ): ss County of Thurston ) On this � day of� , 201� before me personally appeared Paula J. Hammond, P.E., known to ine as e Secretary of Transportation, Washington State Department of Tiansportation, and executed the foregoing instrument, acknowledging said instrumenYto be the free and voluntary act and deed of the State of Washington, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument. Given under my hand and official seal the day and yeaz last above written. ````�����u�u�q������ I- ' /�/ ��,,�,,,�E NE�,, ,G, M�e�'l.�,r� M• /Y��� ``�.�.1�:��t10M Ejj•.�� ''. �e:•'�o� T� ��fe;�4: Notary(printname) Mi�L��[_ M• N�W��CGC.,r'/ � �8 Y _ �.�— = Notary Public in and for the State of Washington, residing ' ' �0ql1�4 : � %�r;~� 0`�`1��`� at Olympia �''�F r!6�•R'��l�0.�`� My Appoinhnent Expires s�a,�l(e .,, Of N��. � ''����nN1A8,�� � � RES 411 Page 6 of 6 Eages IC# 1-17-08645 Revised I/2011 City info: C-3