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HomeMy WebLinkAboutAppendix D pw://Carollo/Documents/Client/WA/Auburn/9466A00/Deliverables/Appendices/Appendix_Covers.docx City of Auburn Comprehensive Water Plan APPENDIX D SERVICE AREA AGREEMENTS INTERLOCAL AGREEMENTS WHOLESALE WATER AGREEMENTS ORDINANCE NO 2383 AN ORDINANCE OF THE CITY OF AUBURN WASHINGTON GRANTING TO THE CITY OF TACOMA AND ITS ASSIGNS THE RIGHT PRIVILEGE AND AUTHORITY TO CONSTRUCT AND MAINTAIN A TRANSMISSION MAIN IN CERTAIN STREETS IN THE CITY OF AUBURN FOR THE TRANSMISSION OF FRESH WATER FOR MUNICIPAL PURPOSES THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON DO ORDAIN AS FOLLOWS Section 1 GRANT AND TERMS That there be and is hereby granted to the City of Tacoma a municipal corporation and its assigns the right privilege authority and franchise for a period of fifty 50 years from and after passage of this Ordinance to ay down build construct ad maintain and operate thrgh d acroscertai srees of the City of Auburn underground pipes and conduits for thepurpose of transmitting fresh water for municipal purposes Section 2 TRANSMISSION MAIN For the purpose aforesaid the grantee and its assigns are hereby granted the right liberty and privilege of laying down relaying connecting disconnecting and repairing such transmission main through and under the avenues streets lanes alleys andpublic highways and public parks and grounds of the City of Auburn as may be necessary proper and convenient for transmitting the fresh water supply of the grantee through the city limits of the grantor Section 3 PLANS AND SPECIFICATIONS Before said grantee and assigns shall begin the construction of the transmission main underneath the said streets or places in the City of Auburn it shall file with the City Engineer of the grantor detailed plans specifications and profiles of the pipeline and shall show the place in said streets or places proposed to be used for andor crossed by said pipeline the size of the pipeline and its depth from the surface of the ground The said plans specifications and profiles shall be approved by the City Engineer of the grantee and a permit granted for the same before any excavation or the construction of said pipes shall be commenced which approl shall not be unreasonably withheld The grantee upon receiving such construction permit shall hasten the work of construction with all convenient speed and shall repair the pavement or surface in as good condition as it waS before being disturbed by said grantee and repair it with the same kind of material as now laid on said streets or surface and subject to the approval of the City Engineer of the grantor shall place an inspector upon the said street during the reconstruction of the pavement thereon and the salary of such inspector shall be paid by the grantee and said street shall not be torn up in any event for a longer period than ninety 90 days after the said grantee shall begin the work of construction If the grantee shall fail to build said street or surface in Page One as good condition as it was before or shall fail to rebuild it a all the grantor may proceed to repair said street or surface and charge the expense thereof to the grantee All excavations shall be carefully guarded oas to prevent accidents by reason thereof and the grantee shall save the grantor free and harmless of and from all costs damages and expenses of any kind whatsoever occasioned by such workor by the maintenance of such conduits and pipes through and across the street or place and should any final judgment be recovered against said city on account of any damages said grantee shall forthwith pay the same including grantors reasonable attorney fees and costs after having been notified in writing to do so by the grantor and the failure of said grantee to make such payment within a period of sixty 60 days after such notice has been given shall operate as a forfeiture of the rights and privileges herein granted provided however that the grantor shall in any suit brought against it on account of such damages and within twenty 20 days after service of process upon it give written notice to the grantee of the pendency of said suit and thereon grantee shall haVe the option of defending said litigation on behalf of the City at its own cost Section 4 NOT TO INTERFERE WITH OTHER PIPES Said pipes shall be laid down in such manner as not to interfere with the sewer or water pipes or any other pipes in said streets and places and all pipes and conduits to be laid down by the grantee shall be of first quality material Section 5 FRANCHISE NOT EXCLUSIVE Nothing in this Ordinance shall be construed as granting to the said grantee and assigns an exclusive right or prevent the granting to other companies or individuals a franchise for like purposes Section 6 SERVICE AVAILABILITY In the event that the City has need for additional domestic water and the grantee determines that it can provide such water from the transmission line and at the rates it charges other consumers similarly located the grantee shall so make available points of distribution in order to provide the additional supply so determined Section 7 ACCEPTANCE In order to claim the rights and privileges granted by this franchise the grantee or assigns shall within thry30 days after the approval of this Ordinance file with the City Clerk of the grantor its acceptance in writing of the franchise granted by this Ordinance Page Two Section 8 from and after its passage approval and publication as provided by law INTRODUCED PASSED APPROVED EFFECTIVE DATE That thiS Ordinance shall take effect five 5 days SEPTEMBER21969 SEPTEMBER15 1969 SEPTEMBER15 1969 ATTEST City Clerk APPROVEDcASTOFORM S Cly orney MAYOR Page Three RESOLUTION NO 1 0 2 1 O GI 0 9 199 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE YOR OF THE CITY OF AUBURN TO ENTER INTO A SERVICE AREA BOUNDARY AGREEMENT BETWEEN THE CITY OF AUBURN AND WATER DISTRICT NO 124 THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AT A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT THE Mayor of the City of Auburn is herewith authorized to enter into a Service Area Boundary Agreement between the City of Auburn and Water District No 124 A copy of saidagreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein DATED and SIGNED this 15th day of October 1979 CITY OF AUBURN ATTEST Resolution No 1021 101279 890824 ECFEE SERVICE AREA BOUNDARY AGREEMENT THIS AGREEMENT made and entered into this day of 19 by and between City of Auburn a municipal corporation located in King County Washington hereinafter referred to as City and WATER DISTRICT NO 124 a municipal corporation located in King County Washington hereinafter referred tas District 124 W I TNE S SETH 1 That the purpose of this Agreement is A To define current service area boundaries and B To establish a method for altering those boundaries in order to provide for 1 Maximum efficient use of existing and future facilities 2 Maximum flexibility between the service areas in order to allow the continued and future existence of interties between the parties herein 3 Maximum public water system coordination 4 Orderly and efficient public water system planning 2 That the current service area boundary between the City and the District 124 is as is set forth on Exhibit A attached hereto and incorporated herein by reference 3 That in the event either the City or District 124 desire to change the existing boundary such a change shall be by mutual agreement 4 That provisions for looped systems and interties are to be encouraged so as to provide A facilities B possible cost C in the event of an emergency For the most efficient use of current and future For maximum service toconsumersat the lowest For mutual aid between the City and District 124 1 D For maximum public water system coordination 5 That both the City and District 124 recognize that they are Purveyors as defined in RCW 701160304 and hereby acknowledge their duties under RCW 70116 and the regulations promulgated thereunder and adhere to the purposes described therein DATED this L wdayofd CITY OF AUBURN Kfounty ashington WATER DISTRICT NO 124 King County Washington Pesiden ahd Commissioner Comiss ioneC retary and CommisSioner LEGAL DESCRIPTION OF SERVICE AREA BOUNDARY LINE BETWEEN CITY OF AUBPNND wTNc COT ATER DcRICT 124 COIENCING AT THE NORTHEAST CORNER OF LOT 5 BLOCK 39 JOVITA HEIGHTS LOCATED IN THE SOUTHWEST QUARTER SECTION 23 T 21 N R 4 E WM THENCE NORTHWESTERLY TO A POINT ON THE NORTH LINE OF LOT 8 LOCATEO 400 EAST OF THE NORTHWEST CORNER OF LOT 8 BLOCK 25 OF SAID JOVITA HEIGHTS WHEREIN SAID LINE CROSSES THE EXISTING AUBURN CITY LIMITS LOCATED ON IOWfa DRIVE THENCE NORTHERLY ALONG A LINE 400 EAST OF AND PARALLEL TO TL EST LINE OF LOT THROUGH LOT I OF BIXCK 25 JOVITA HEIGHTS TO A POINT ON THE NORTH LINE OF SAID LOT 1 THENCE EASTERLY 50ALONG THE NORTH INE OF SAID LOT 1 TO THE SOUTHERLY EXTENSION OF TKE EASTERLY RIGHT OF WAY LINE OF 158TH AVENGE SOUTH PENNSYLVANIA AVENUE THENCE NORTHERLY ALONG SAID RIGHT OF WAY LINE TO THE SOUTH LIE OF SECTION 14 T 21 N R 4 E WM THENCE EAST ALONG THE SOUTH LINE OF SECTION 14 TO THE SOUTH 14 CORRER OF SAID SECTION 14 THENCE NOR AONG THE CENTERLiNE OF SAID SECTION 14 TO THE INTERSECTION OF SAID CENTERLINE WITH THE CENTERLINE OF MOUNTAIN VIE DRIVE 331ST STREET O OLD CEMETARY ILL ROAD THENCE MEANDERING EASTERLY AND NORTHERLY ALONG THE CENTERLINE OF MOUNTAIN VIEW DRIVE TO THE INTERSECTION OF SAID STREET CENTERLINEWIT THE EW CENTERLINE OF SECTION 14 THENCE NORTHERLY ALONG THE SOUTHERL EXTENSION OF HICREST DRIVE TO THE SOUT LINE O HICREST ADDITION NO 2 LOCATED IN SECTION14 T21N R 4 E WM THENCE WESTERL ALONG SAID SOUTH LINE TO THE SOUTmESTERLY CORNER OF SAID ADDITION SW CORNER OF LOT 9 THENCE NORTHEASTERLY ALONG THE WESTERLY LIN OF SAID HICREST ADDITION 2 TO THE NORTBqFESTERLY CORNE OF SAID PLAT WHICH IS ALSO THE SOUTHWEST CORNER OF KNICKeR BocKER EIGHTS ADDITION THENCE NORTH ALONG THE EST BoUNDARY SAiD IGHTS ADDfI mSO 11 T 21 No RD 4 E WMo THENCE NORTHEPLY ALONG THE IESTLINE OFTE E 12 E 12 ECTIONS 11 AND 2 T 21 N R 4E WM TO A POINT 329 NORTH OF THE SOUTH LINE OF SID SECTION 2 THENCE NORTEASTERLY A DISTANCE OF 2150 MORE OR LESS TO A OINT ON THE EAST LINE OF SAID SECTION 2 HICH POINT IS LOCATED 655 SOUTH OF THE EAST 14 CORAER OF SECTI 2 T2 21 N R 4 ED WM THENCE NORTH ALONG THE EAST LINE OF SAID SECTION 2 TO A POINT 836 NORTH OF T FST 14 CONER OF SAID SECTION 2 THENCE WEST TO THE CEST LINE OF TE E 12 E 12 SECTION 2 T21N R4E WM THENCE NORTH ALONG SAID EST LINE TO A POINT 351 S6UTH OF TE NORTH LINE OF SAID SECTION 2 THENCE WESTkRLY AD PARLLEL TO AND 351 SOUTH OF T NORTH LINE OF SECTION 2 TO A POINT ON T NS CENTERLINE OF SAID SECTION THENCE SOUTERLY 60 ALONG SAID NS CENTERLINE THENCE WESTRLY AND NORTHERLY ALONG THE APRIL 1979 BOUNDARY TO THE WEST 14CORNEROFSECTION35T22NREWMWHICHISTHETERMINALPOINTOF THIS BOUNDARY DESCRIPTION ii 1 j uarry mm mm Thomas r Merledit Al Sch J I II I II 6 II Ii m o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3O 31 32 RESOLUTION NO 1 3 4 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR OF THE CITY OF AUBURN TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND KING COUNTY WATER DISTRICT NO 87 CONCERNING THE TRANSFER OF KING COUNTY WATER DISTRICT NO 87S WATER SYSTEM TO THE CITY OF AUBURN THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT THE Mayor of the City of Auburn Washington is herewith authorized and directed to execute an Agreement between the City of Auburn and King County Water District No 87 concerning the transfer of King County Water District No 87s water system A copy of said Agreement is attached hereto denomi nated as Exhibit A and made a part hereof as though set forth in full herein THE Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directions of this legislation DATED and SIGNED this 6th day of July 1982 BURN ATTEST erk Resolution No 1341 7682 AGREEMENT CONCERNING TRANSFER OF KING COUNTY WATER DISTRICT NO 87S WATER SYSTEM TO THE CITIES OF AUBURN AND KENT April 1 1982 IT IS AGREED by and between WATER DISTRICT 87 King County a Washington Municipal Corporation WP 87 and the Cities of AUBURN Auburn and KENT Kent Washington collectively the cities as follows 1 Authority This agreemen is entered into pursuant to RCW 35A13070 which authorizes one or more cities and water districts to contract regarding ownership of property providing or water service and operation of facilities 2 Transfer of Water System The ownership of WD 87s entire water system shall as of the above date be transferred and conveyed to Auburn and Kent in the manner provided below The term water system shall include but not be limited to all WD 7 water mains and appurtenances hydrants easements licenses franchises permits and facilities rights and assets of any kind or nature whatsoever Said transfer is subject to the cities performance of all of the terms and conditions of this agreement The cities hereby accept their respective portions of the water system on the terms of this agreement 3 Division of Sistem The entire WD 87 water system lying southerly of the following described line will become the property of the Auburn and the remaining portion of the water system lying northerly of the following described line shall become the property of Kent Starting at a point of intersection on the westerly boundary line of WD 87 which is the easterly margin of the Chicago Milwaukee and St Paul Railroad rightofway with the southerlY rightofway line of S 277th street and projecting easterly therefrom along said southerly rightofway line to an intersection point wi th the easterly margin of the Burlington Northern Railroad rightofway thence northerly therefrom along said easterly line to an intersection point with the northerly rightofway line of S 277th street thence projecting easterly therefrom along said northerly rightofway line to the easterly boundary line of WD 87 which is the westerly line of SS Highway 5 aka East Valley Highway WD 87s customer records will be divided between the cities accordig to the above division of the water system and any temporary services The limited hand tools and miscellaneous personal property owned by WD 87 will be transferred to Auburn Connection to Auburn Sistem The cost of interconnecting the WD 87 water system to Auburns water system shall be paid for from monies presently in the WD 87 maintenance fund The City of Kent is presently connected to the WD 87 water system and no further connections are presently needed 5 Costs and ExpensesWD 87 Money The following shall be paid from WD 87 money in the following order of priority WD 87 routine debts and expenses WD 87s attorneys fees for drafting of this agreement and related work Any attorneys fees andor ccsts boundary review board or other approvals per paragraph IO hereof in obtaining governmental Cost of interconecting the WD 87 system to Auburns water system per paragraph 4 hereof To the extent that any WD 87 money remains after payment of the above the same shall be divided evenly between the cities proportionate to the nuner of WD 87 customers to be served permanently by the cities To the extent that the WD 87 funds are inadequate to pay all of the abovethentheCityofAuburnshallbearanyremainingcostofinterconnectingthewatersystemsIfthereisinsufficientWD87moneytopayallofthe other abovelisted items in full other than D debts then any amount remaining due shall be borne by the cities according to the same permanentcustomerratioasabove 6 Service Interruptions The cities each agree that transfer of the water system will not result in any interruption of water service to any WD 87 customer other than that normally experienced in the daytoday operation of the respective water systems 7 Water Rates The cities each agree that former WD 87 customers shall followingtransferaidinthefuturebechargedforwaterserviceandpaythesame connection and other charges as the cities charge in each case its other customers in the same class of service Sevice shall also be of the same quality as that received by other customers in the same class 8 Temlorary Service Auburn and Kent recognize and agree that until their respective water systems are readily available within the present WD 87 service area each will have to extend temporary water service to existing customers on the opposite side from them on the above described boundary line During such temporary service the customers shall pay the serving citys rates and charges and the serving city will maintain the water mains hydrants and meters serving those temporary Customers The city temporarily serving such customers will turn over the customers to the other city on request Both cities agree to cooperate in the transition of these customers from one city to the other and agree that water service to the customers will not be interrupted unnecessarilyduringthetransition No property temporarily served by one of the cities shall be assessed or otherwise required to pay for new water mains or facilities in order to transfer their services over to the other city unless said property is specifically benefitted beyond the availability of the existing service No new water services including five hydrants and five service lines will be connected to a water main owned by one city but temporarily beingutilizedtoservetheabovesaidcustomerspropertywithoutthewritten consentof the other city 2 21182 9 Preferential Employment The employees of WD 87 shall be entitled to offers of comparable fulltime employment from both AuDurn and Kent in accordance with RCW 3513A090 lO Governmental Approvals If in the opinion of either city it is necessary to so obtain approval of this agreement by the King County Boundary Review Board King County Council andor any other governmental body then that city shall so notify the other parties to this agreement prior to transfer of WD 87s remaining monies to the cities The cities shall determine between themselves which city or WD 87 shall obtain such approvals Regardless of who obtains the approvals the cost thereof shall be paid from WD 87 funds to the extent available ll Financial Records WD 87s financial and other records are available inspection and copying by either of the cities on request for 12 WD 87 Indebtedness WD 87 shall as above pay all of its debts from its present funds WD 87 warrants that on the effective date of this agreement it will have no debts Further WD 87 has no bonds warrants or similar oblications outstanding and will not issue any in the future WD 87 also warrants that it does not have any ULID or other assessments receivable and will not form any improvement districts in the future WD 87 warrants that to the best of its knowledge and the knowlege of its Water Commissioners there are no pending asserted or threatened claims suits or liens against it or any of its water system monies or other assets IF WD 87 or any its commissioners should receive notice or knowledge of any such claim suit or lien prior to the effective date of this agreement WD 87 will immediately notify other cities The Water Comissioners of WD 87 shall not be personally liable for the foregoing warranties and shall not be personally liable for performance of any of the terms of this agreement unless they shall by Board of Water Commissionerss action vote or otherwise cause te breach of this agreement 13 WD 87 Continuin9 Authority Following the effective date of this agreement WD 87 shall remain a municipal corporation and its commissioners shall remain in office for at least their present terms of office unless WD 87 is sooner dissolved as set forth below During the continued existence of WD 87 its coissioner shall not exercise any rights privileges powers or fUnctions provided by law to WD 87 except at the request of one or both of the cities If such request is made by only one of the parties then such actions shall be taken only with respect to that citys portion of the WD 87 water system The WD 87 Commissioners shall not be obliged to undertake any action unless it is necessary to implement clarify or carry out this agreement and in such case the other cityles requesting the action shall thereby agree to save the WD 87 Commissioners harmless from any liability in respect to the same 14 Dissolution of WD 87 Any one or more of the paries to this agreement or anyone else having standing to do so may petition andor take such steps having standing to do so may petition andor take such steps as are necessary to dissolve WD 87 under any available statutory authority and procedure In the event that WD 87 has not been dissolved within five 5 years of the effective date of this agreement then the cities agree that they will immediately thereafter petition for the dissolution of WD 87 pursuant of RCW 790 governing the disincorporation of special districts that have not actively carried out any ofthe districtspurposes or functions for a period of 21182 five years or any similar or other statutes then in effect The cost of such disincorporation shall be borne by the cities in the same proportion as other expenses are provided for in this agreement 15 Approva1 by Parties This agreement shall be submitted to the governing bodies of each of the parties and approved by City Ordinance and Water District Resolution Certified copies of said ordinances and resolution shall be furnished each of the parties to this agreement Adoption of said ordinances and resolution shall serve in lieu of signature to this agreement Notwithstanding the effective date set forth as the beginning of this agreement this agreement siail be effective 45 days after it is approved by all three 3 parties DATED as of the date set forth hereinabove CITY OF AUBURN CITY OF KENT WATER DISTRICT NO 87 KING COUNTY 168157A 21182 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 1 RESOLUTION NO 2 1 1 4 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A SATELLITE WATER SYSTEM SERVICE CONTRACT FOR BRAUNWOOD ESTATES PREVIOUSLY SALTMARK ESTATES 4 5 6 7 THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT 8 9 section 1 AUTHORIZATION The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a Satellite Water System Service Contract for Braunwood Estates previously Saltmark Estates A copy of said Contract is attached hereto and denominated Exhibit A section 2 AUTHORITY The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation DATED and SIGNED this 6th day of August 1990 CITY OF AUBURN MAYOR Resolution No 2114 July 31 1990 Page 1 1 2 ATTEST 3 J2u jLJ jJkRobinWohlhueterCityClerk 4 5 6 7 APPROVED AS TO FORM 8 1 Q Michael J Reynolds11ActingCityAttorney 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Resolution No 2114 July31 1990 Page 2 CITY OF AUBURN WATER DEPARTMENT SATELLITE WATER SYSTEM SERVICE CONTRACT FOR BRAUNWOOD ESTATES PREVIOUSLY SALTMARK ESTATES IT IS AGREED by and between the CITY OF AUBURN the City and the undersigned the Owners as follows 1 Parties The City is a municipal corporation organized under and existing by virtue of Chapter 57 of the Revised Code of Washington The Owners are collectively the owners of property provided water service by a water source and distribution system which is independent of and unconnected to another public or private water system the satellite system 2 Legal Description The property presently served and to be served in the future by the satellite system is located in King County Washington and is legally described as follows THE SW 1 4 OF THE NE 1 4 OF SECTION 33 TWP 21 N R 5 E W M AND THE W 1 2 OF THE SE 1 4 OF THE NE 1 4 OF SECTION 33 TWP 21 N R 5 E W M The above property is inside the City s service area under the South King County Coordinated Water Supply Plan 3 city Services The City will provide services to the satellite system as identified below Operation and management of the satellite system from the tail piece on the house side of the meters to the well source Routine inspection maintenance and repair of the satellite system in accordance with reasonable and accepted standards and practices for public water systems Emergency repairs within a reasonable time after the owners have notified the City Preparation and filing of reports and other data including water sample testing as required 4 City Charges The property owners within the plat of Braunwood Estates agree to pay the following to the City A Services charges The City will charge for the above identified services at a rate equivalent to that Exhibit A Resolution No 2114 Page One SATELLITE WATER SYSTEM SERVICE CONTRACT Page 2 applied in the Auburn City Code Title 13 Chapter 13 04 B Connection Charge All persons connecting to the City s water system are obliged to pay a standard service installation charge as identified in the Auburn City Code Title 13 Chapter 13 04 C Reserve Account connection to the City one thousand reserve account All parcels within said plat upon City S water system shall pay to the dollars 1 000 per parcel as a The reserve account can be utilized for water system repair replacement or maintenance at the city s discretion upon completion of the one 1 year maintenance period as set out in the Developers Extension Agreement The property owners are not entitled to return of the reserve account money or interest on the reserve account and the money in the account may be co mingled with other Water Department funds 5 Terms and conditions This Agreement includes all of the terms and conditions in the Auburn City Code as applicable and as amended in the future without limiting the foregoing it is agreed as follows A The City owns the satellite water system and will provide service as set forth above performed in accordance with accepted public utility practices B The property owners hereby agree to limit the total number of connections irrigating their property at anyone time to seven 7 The restrictive irrigation requirements shall be conducted by address on an odd and even number basis The even numbered addresses shall be permitted to irrigate on even numbered calendar days while the odd numbered addresses shall be permitted to irrigate on the odd numbered calendar days The design of private irrigation systems shall be limited to a maximum of ten 10 gallons per minute total consumption for each lot C The property owners hereby agree in the event th the satellite system water source is interrupted due to unpredictable conditions such as severe volume reductions contaminated water or any other unforeseen condition the City at its discretion may utilize the alternate well site as described on the development plan or any other reasonable measure to ensure a source of water SATELLITE WATER SYSTEM SERVICE CONTRACT Page 4 10 Integration This Agreement constitutes the entire agreement between the parties There are no other verbal or written agreements or representations which modify or affect this Agreement 11 Covenant Running with the Property It is agreed that this Contract is a covenant running with the property described in Paragraph 2 above and any other properties receiving water in the future from the satellite system and shall be binding on the owners of all such property their heirs and successors and it shall be recorded as an encumbrance against each of the thirteen 13 land parcels MAYOR ATTEST V Robin Wohlhueter City Clerk APPROVED AS TO FORM Uu City Attorney teJA Q J J i SATELbITE WATER SYSTEM SERVICE CONTRACT Page 5 STATE OF WASHINGTON SSe COUNTY OF KING On this Jet day of lLI Ch me the undersigned a Notary Pub12ic in and for the Wa hinJ on dlJ y commissioned anc sw r r rallYJlikLlIandtjJl1xLL to be the President and Se tary re pectively of i I ix or Jy the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for th uses ang purposes therein mentioned and on oath stated that fru l n authorized to execute the said instrument and that th seal affixed in the corporate seal of said corporation 1 I r before State of appeared to me known witness my hand and official seal hereto affixed the day and year first above written 0 I i2iiiNDiF Rl THE STkTE OF WASHINGTON RESIDING AT k p STATE OF WASHINGTON SSe COUNTY OF KING 19 before me the State of Washington appeared to me known to be the Mayor and City Clerk respectively of the City of Auburn a municipal corporation and the corporation that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oath stated that they are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation On this day of undersigned a Notary Public in and for duly commissioned and sworn personally WITNESS my hand and official seal hereto affixed the day and year first above written NOTARY PUBLIC IN AND FOR THE STATE OF WASHINGTON RESIDING AT REF FAC0694 E90 669 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RESOLUTION NO 2 5 5 i A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF BONNEY LAKE FOR OPERATING AND MAINTAINING A PUBLIC WATER SYSTEM WHEREAS the cities of Auburn and Bonney Lake are responsible for operating and maintaining a public water system in accordance with federal state and local laws and regulations and WHEREAS the parties recognize the responsibility of public water utilities to provide for the highest quality of water and reliability of service to their customers at reasonable cost and WHEREAS the parties further recognize that water resources are finite and vulnerable and the prudent use and management of these resources requires cooperation among utilities NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON DULY ASSEMBLED HEREWITH RESOLVES THAT Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute an Interlocal Agreement between the City of Auburn and the City of Bonney Lake for operating and maintaining a public water system in accordance with federal state and local laws and regulations Resolution No 2551 August 2 1994 Page 1 CITY ATTORNEY City of Auburn 25 W Nain Auburn WA 98001 206 9313030 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 A copy of said Agreement is attached hereto designated as Exhibit A and incorporated by reference in this Resolution Section Z The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation DATED and SIGNED this 15th day of August 1994 CITY OF AUBURN MAYOR ATTEST Robin Wohrhheter City Clerk APPROVED AS TO FORM Michael J Reynolds Acting city Attorney Resolution No 2551 August 2 1994 Page 2 CITY ATTORNEY City of Auburn 5 W Main Auburn WA 98001 206 9313030 ORIGINAL Tis agreement made and entered into this day of 19 by and between the City of Auburn hereinafter referred tas Adurn and the City of Bonney Lake hereinafter referred to as Bonney Lake WITNESSETH THAT WHEREAS Auburn and Bonney Lake are responsible for operating and maintaining a public water system in accordance with federal state and Iocal laws and regulations and WHEREAS the parties recognize the responsibility of public water utilities to provide for the highest quality of water and reliability of service to their customers at reasonable cost and WHEREAS The parties further recognize that water resources are finite and vulnerable and the prudent use and management of these resources requires cooperation among utilities and NOW THEREFORE the City of Bonney Lake and the City of Auburn enter into the following agreement A RECITALS Bonney Lake will sell water to Auburn for the purpose of serving a maximum of two ruralresidential domestic service connections for lots that abut the PierceKing County Auburn City Limits line in vicinity of Kersey Way S E City of Auburn would install their own meters to individual services and one of these services would be to tax lot 9056 on Kersey Way S adjacent to the county line The meter shall be in the Bonney Lake water service area Pierce County The city of Auburn shall pay the connection charge plus the actual cost of the meter installation The City of Bonney Lake shall own the meter The size of the meter shall be determined by the City of Auburn All the properties served within the City of Auburn water service area will be the responsibility of the City of Auburn Bonney Lake will sell water to the City of Auburn at the standard Outside the City rates Per Bonney Lake Municipal Code Section 1304100C 7 Bonney Lake shall only furnish domestic needs for the two 2 rural residential connections Bonney Lake is not responsible for fire flow RES No 2551 Exhibit A Page I of 2 The Cityof Aburn will require new service connections from this supply o be protected by a residential fire sprinkler system in accordance with Auburn Fire Department ordinance This agreement shall become null and void at the time Auburn has water available through its own system to serve these properties The City of Bonney Lake shall use reasonable effort to provide a regular uninterrupted supply of water to Auburn Bonney Lake shall not be liable for any shortage or interruption in delivery of water In addition Bonney Lake shaI not be liable for any failure interruption or shortage of water or any loss or damage resulting therefrom occasioned by any cause beyond the control of the City 11 Auburn shall be a customer of Bonney Lake andshallbegiven the same consideration as any other customer under the iys rules regulations and Municipal Codes for domestic service only 12 This Agreement to provide water services by Bonney Lake shall continue from year to year on the anniversary date of the later approval date shown below unless notice of intent not to renew this Agreement is provided by the Mayor of the City of Bonney Lake in writing to the Mayor of the City of Auburn on or before the anniversary date CITY OF AUBURN MAYOR CITY OF BONNEY LAKE APPROVED AS TO FORM ATTEST City Clerk City of Auburn PPROVED AS TO FORM Acting City Attorney City of Auburn RES No 2551 Exhibit A Page 2 of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RESOLUTION NO 2721 A RESOLUTION OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN TO EXECUTE INTERLOCAL AGREEMENT NO 2 FOR THE LEA HILL INTERTIE PROJECT BETWEEN THE COVINGTON WATER DISTRICT KING COUNTY WATER DISTRICT 111 AND THE CITY OF AUBURN THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREBY RESOLVES THAT SECTION 1 The Mayor and City Clerk of the City of Auburn Washington are hereby authorized to execute Interlocal Agreement No 2 for the Lea Hill Intertie Project between the Covington Water District King County Water District 111 and the City of Auburn A copy of said Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 2721 August 20 1996 Page 1 CITY ATTORNEY City of Auburn Z5 W Main Auburn WA 98001 2O6 9313030 Interlocal Agreement 2 for the Lea Hill Intertie Project between Covington Water District King County Water District 111 and the City of Auburn II Project Title Lea Hill Intertie consisting ofconstruction and operation ofpiping pumpstationsmetersandsourcefacilitiesforawatersupplyintertiebetweentheCityof Auburn Auburn Covington Water District CWD and King County Water District111WD111jointlytermedtheParticipantsTheprojectfacilitiesareasshownonExhibitAFacilitiesPlan General mo Do F G This Interlocal Agreement 2 IA2 is consistent with the Joint OperatingAgreementJOAoftheSouthKingCountyRegionalWaterAssociation SKCRWA dated 26 July 1995 There is an immediate need to provide for additional water supply to meet the needs ofCWD and WD111 and meet the emergency needs ofAuburn Performance by Auburn under IA2 shall be subject to its preexisting contractual andor water supply obligations to Algona Kent Muckleshoot Indian Tribe and Pacific Future Interlocal Agreements shall be subject to the terms and conditions of IA2 It is the intent ofAuburn to create a first in time first in service approach to wholesale ofwater within the limitations ofAuburns water rights andor supply capacity Auburn has the necessary water system capacity to meet a portion ofthe near term interruptable public water supply needs of CWD and WD111 CWD and WD111 have the necessary system capacity to meet a portion ofthe emergencyneedsofAuburn Each Participant desires to develop firm supplies to meet long term continuingneeds Each Participant hereby identifies its authorized representative as the General Manager of CWD the General Manager ofWD111 and as the City Engineer ofAuburn For wholesale water purposes per Section 4 C ofthe JOA the followingintertiesexistorareexpectedtoexistinthenearfuturefortheParticipants to IA2 1 of6 EXHIBIT A CITY OF AUBURN RESOLUTION NO 2721 ADOPTED 090396 III CWD a b c d e f Auburn future Black Diamond future Tacoma future King County Water District 94 future WD 111 and Cedar River Water and Sewer District WDlll a Auburn b CWD c Kent and d Soos Creek Water and Sewer District o Auburn a Algona b Kent c WDlll d Pacific e Bonney Lake f Lakehaven Utility District future g Muckleshoot Indian Tribe future and g CWD future Interlocal Agreement No 1 132nd Avenue Interim Intertie Project dated 7 November 1995 is terminated by mutual agreement ofthe WD111 and Auburn upon completion ofthe improvements described in Exhibit B ofthis IA2 Description ofProject mo The project facilities are generally described in the Engineering Report prepared by EES dated September 1995 and any subsequent amendments thereto The project includes design construction and operation offacilities to provide water as follows Year Auburn CWD WD111 Total Maximum Maximum Day Maximum Day Maximum Day Day Demand Demand Demand Demand mgd mgd mgd mgd 1998 20 10 20 50 2000 20 15 25 60 2002 20 25 25 70 2005 20 25 25 70 2010 20 25 25 70 2 of6 EXHIBIT a CITY Of AUBURN RESOLUTION NO 2721 ADOPTED 090396 IV VI Additional water may be available as mutually agreed to by the Auburn CityCouncilandtheBoardofCommissionersofeitherDistrictWateristobe provided from the Auburn system to the Lea Hill Reservoir Site and then to the pipeline on 132d SE running north to the Districts The project will provide for flow control facilities as necessary and a master meter which will be used to measure the water supplied The reverse order is used for water to be providedfromtheDistrictstoAuburn Co Respective Facility Ownership Capacity Rights and responsibility for operation maintenance and renewal andor replacement rr are as described in Exhibit B Operational parameters shall be as defined in Exhibit C ProjectCriteria D Auburn will design construct and maintain the facilities constructed under IA2 in accordance with reasonably accepted water utility standards for similar municipal water utilities Facilities will be designed in compliance with the Citys adopted design standards as described in the 1995 Comprehensive Water Plan E The participants agree that an independent Value Engineering Analysis will be done at the 75 percent design level Project Costs A The project costs are estimated as shown on Exhibit D Project Cost Final project costs shall be reviewed and approved by the Participants The Participants shall maintain individual cost records on their expenses for the project Auburn will retain a consultant to maintain total cost records for the project B Costs associated with the development ofnew water sources will be shared based on the basis quantity ofwater each Participant is allocated from the sources Project Financing The Participants shall fully finance and pay for their proportionateshareasshowninExhibitDProjectCostTheDistrictsshalldepositfundswith Auburn to perform the project work for the proposed facilities in accordance with the schedule shown in Exhibit E Project Schedule Service Charges mo Auburn has prepared a Cost of Service Study to determine the cost ofservice to its customers A customer classification for wholesale has been created and rates for service charges shall be based on a rate study for the wholesale customer classification Auburn will regularly update the cost ofservice analysis Wholesale water rates will be based on costs ofproviding the service Cost ofdeveloping the initial Cost of Service Study and Rate Study will be included within the project costs 3 of 6 EXHIBIT A CITY OF AUBURN RESOLUTION NO 2721 ADOPTED 090396 VII VIII WD111 and CWD shall provide a rate to Auburn to be applied for emergencyservicechargesSuchrateshallbebasedoncostsofprovidingtheserviceor in the interim until a Cost ofService Rate Study is completed shall be equal to orlessthanAuburnscurrentwholesalerate Adjustments to the service charges will be made in accordance with Section 4H ofthe JOA Project Coordination mo The Participants shall meet monthly for project coordination or more frequently as needed Bo Auburn will retain a consultant to be the overall Project Coordinator Assignment ofresponsibilities to the Project Coordinator shall be by agreementoftheParticipantsauthorizedrepresentatiVes Co The Participants shall be responsible for design construction management and commissioning offacilities to be constructed in conformity to facilityownershipResponsibilitiesmaybeassignedotherwisebyagreement ofthe Participants authorized representatives Conditions of Service mo Auburn does not presently have the necessary capacity iewater supply andor water rights to guarantee delivery of firm uninterruptible water It is acknowledged and agreed that in the event Auburn experiences any failure or decreased capacity for any reason or increased demand within its retail service area the supply to the Districts may be immediately reduced or stopped under such conditions at the sole discretion ofAuburn The Districts agree that Auburn may take such action irrespective of any cost investment in capacity or other reliance which may have been placed upon the intertie facilities and interruptible water supply referenced in this IA2 Bo The Districts specifically acknowledge and agree that failure ofAuburn to obtain additional primary water rights in excess ofAuburn needs shall be cause for not bringing the Districts on a par with Auburn customers For purposes ofthis IA2 on par shall mean Upon receiving new primary water rights for additional water sources in the amount of at least 7 mgd the quantities ofwater described in paragraph III B the Districts will be served on the same basis and with the same reliability as service is provided to Auburns retail customers and Auburn will include the maximum total quantity ofwater cited in paragraph III B in all of its water system planning as ifthe quantity was served to direct service customers and any curtailment restrictions or limitations on delivery would be on the same basis as curtailment restrictions or limitations on delivery to retail customers 4 of 6 EXHIBIT A CITY OF AUBURN RESOLUTION NO 2721 ADOPTED 090396 IX XI The Participants will proceed with development and implementation of projectsinaccordancewiththeprojectscheduleshowninExhibitEtoincreasefirm system capacity and a wholesale supply capacity as described in paragraph III B designed to ensure service to the Districts It is anticipated the necessaryprojectsrequiredtoprovidefirmsupplywillbeproposedwellsnumbers6and 7 described in the Citys 1995 Comprehensive Water Plan The City has obtained Supplemental Water Rights for the proposed wells numbers 6 and 7 It is the intent ofthe Auburn to obtain Primary Water Rights for wells number 6 and 7 and additional new wells ifrequired sufficient to provide the quantities of water described in paragraph III B which shall bring the Districts on a par with Auburn customers It is the intent ofAuburn to provide the water described in paragraph III B whenever it is available subject to the limitations described in paragraphs VIII A and B Auburn shall use reasonable diligence and best efforts to provide immediate notice in the event it becomes aware that it may not be able to fulfill the requirements of paragraph III B for any reason Term of Duration ofAgreement This IA2 shall remain in full force unless terminated by mutual agreement ofthe Participants Amendments This IA2 may be amended only in writing by agreement signed by the Participants The authorized representatives shall have authority to updhte exhibits attached hereto The exhibits shall be updated andor revised only upon written agreement signed by the Participants authorized representatives Updates must be ratified by Auburns City Council Dispute Resolution Should a dispute arise between the participants regarding the technical aspects of the planning design construction funding or operation ofthe facilities contemplated under IA2 the authorized representatives ofthe participants as defined in paragraph II E shall meet and select two persons who along with the authorized representatives of the participants will form a dispute resolution panel to resolve the dispute Should the dispute resolution panel not be able to reach a mutually satisfactory resolution the dispute will be resolved as described below Legal disputes between the participants to IA2 shall be resolved through the use ofmediation by a mediator mutually acceptable to the participants with each participant agreeing to equally share the cost ofthe mediator Should the participants not be able to satisfactorily resolve the dispute through mediation the forum for resolution shall be King County Superior Court The substantially prevailing party will be entitled to attorney fees and costs EXHIBIT A 5 o6 CITY OF AUBURN RESOLUTION NO 2721 ADOPTED 090396 XII Hold Harmless Each Participant agrees to indemnify and hold harmless the other participant from and against any loss cost damage or expense ofany kind and naturearisingoutofinjurytopersonordamagetopropertyinanymannercausedbythe negligent act or omission ofthe indemnified individual participant in the performance of its work pursuant to or in connection with this IA2 XIII Severability If any provision ofthis IA2 is invalid or unenforceable the remainingprovisionsshallremaininforceandeffect IN WITNESS WHEREOF tthe Participants hereto have caused this IA2 to be executed by their proper Officers on the fl day of7b4aer1996 City ofAuburn Title Attest By Title Date Covington Water District King County WaXerDistrict 111 6 of6 EXHIBIT A CITY Of AUBURN RESOLUTION NO 2721 ADOPTED 090396 ii 3 Exhibit A Facilities Plan Continued Exhibit A Update Approval Aubum CWD 4z Auburn WDlll Dated Dated Dated Dated Dated Dated Auburn CWD WD111 Dated Dated Dated 8 of 13 Exhibit B Facility Ownership Capacity Rights Operation MaintenanceandRenewalandReplacementResponsibilities to Interlocal Agreement 2 for Lea Hill Interti Project Operation MaintenanceFacilityLocationFacilityCapacityRightsRenewalReplacementOwnershipResponsibilityNewLeaHillPumpGreenRiverRoadAuburnWD11125MGDAuburnStationI04thSECWD25MGDLeaHillBoosterPumpLeaHillReservoirSiteAuburnWD111andCWDAuburnStation95 Auburn 5 note 2FlowControlTelemetryLeaHillReservoirSiteAuburnWD111andCWD Auburn 95 Auburn 5 note 2MeterStationIntersectionof132naSEAuburnWDII1andCWD AuburnandSE288thStreet95 Auburn 5 note 216inchWaterlineGreenRiverRoad26aAuburnNote3 AuburnNEto104thSE 16inchGreen River Under Green River at Auburn Note 3 Auburncrossing26ndNE 16inch Waterline 104th SE NE 8to Auburn Note 3 AuburnGreenRiverRoad 20inchWaterline SE 304 New Lea Hill Auburn Note 3 AuburnPumpStationto116thSE Well 6 City Auburn Note 3 AuburnWell7CityAuburnNote3Auburn16inchWaterlineKStreetSE22nStreetAuburnNote3AuburnPRVSEto21stStreetSE 12inch Waterline M Street SE Well I to Auburn Note 3 Auburn6thStreetSE 12inchWaterline 6th Street SE M Street Auburn Note 3 AuburnSEtoFStreetSE 12inch Waterline F Street SE 6m Street SE Auburn Note 3 Auburn to 2n t Street SE Note 2 Auburn capacity right is in recognition of the emergency capability of the facilityNote3Capacityrightisnotspecifictofacilityhoweverparticipationinconstructingthe facility providescapacityrightto5MGDfromAuburnswatersystem EXHIBIT A CITY Of AUBURN RESOLUTION NO 2721 ADOPTED 09103196 Exhibit B Facility Ownership Capacity Rights Operation Maintenance and Renewal and Replacement Responsibilities Continued Exhibit B Update Approval 1 Auburn CWD WDlll Dated Dated Dated Auburn CWD WDlll Dated Dated Dated Auburn CWD WDlll Dated Dated Dated EXHIBIT a CITY Of AUBURN RESOLUTION NO 2721 ADOPTED 090396 Exhibit C Project Criteria to Interloeal Agreement 2 for Lea Hill Intertie Project Project Criteria Waterlines shall be sized as shown on Exhibit A No storage shall be included in the project All storage required to enable the Districts to optimally use facilities constructed shall be provided by the Districts Pumping Facilities shall be constructed to provide flow rates as described in paragraph III B The New Lea Hill Pump Station is to operate at design capacity with one pump in standbymode The Lea Hill Booster Pump Station is to operate at design capacity with one pump in standby mode Pump Stations to be designed with single speed pumps Emergency Power not provided at pump stations Flow rates to the Districts from Auburn through the facilities shall be set for constant flow for full 24 hour periods subject to reasonable hydraulic and mechanical tolerances The Districts will notify AUburn by 900AM if the District requests adjustment of the desired pumping rate for the following day except in case ofan emergencyIntheeventAuburndesiresemergencywaterfromtheDistrictstheDistrictswill provide Auburn a daily estimate ofthe volume ofwater which will likely be available during the following 24 hour period Exhibit C Update Approval 1 Auburn Dated Dated WDlll Dated Auburn CWD WDlll Dated Dated Dated EXHIBIT A CITY OF AUBURN RESOLUTION NO 2721 ADOPTED 090396 Exhibit D Project Costs to InteHocal Agreement No 2 for Lea Hill Intertie Project Total Est Auburn Cost W13111 Cost CWD CostDescriptionCostPercentCostPercentCostefCostINSIDEAUBURN PIPING 20 along 304th from Pump Station to 570000 10 57000 45 256500 45 256500116thAveSEW105106 16 on approx 26th from 1to Pump Station 395000 20 79000 40 158000 40 158000urderGreenRincicrossingWS102103 16 east of Green River from 8thSt 535000 20 67000 40 134000 40 134000toPumpStationW101 Meter Station 132nd SE andSE 288th 35000 5 1750 475 16625 475 1662512MStreetfromWell1to6thStreetSEWS110120000560004755700047557000126thStreetSEfromMStreettoFStreetWS111WS11214000057000475665004756650012FStreetfrom6thStreetto2ndStreetSEWS11385000542504754037547540375KStreetParallelpipelineandPRYWS11465000532504753087547530875PIPINGSUBTOTAL1745000225250759875759875PUMPSTATIONS Green River Pump Station W104 350000 10 35000 45 157500 45 157500IntertiePumpStationWS107245000512250475116375475116375PUMPSTATIONSSUBTOTAL59500047250273875273875NEWSUPPLYFACILITIES Onll and Develop Well 6 andWell157 7 mgd t1250000 286 357143 357 446429 357 446429S106S108S109S110 TOTAL ESTIMATED CONSTRUCTION COST 3590000 175 629643 412 1480179 412 1480179PRELIMINARYPROJECTCOSTS Cost of Service Study Rate Study 41000 622 25502 189 7749 189 7749ConsultantSrevicesJan91toDec94 Feasibility Studies andWaterRights Analysis 41522 333 13841 333 13841 333 13841DevelopmentofInterlocelAgreement9406333313533331353333135FinalEngineeringRepo7198175126241229684122968PRELIMINARYPROJECTCOSTSSUBTOTAl99126437402789327893AILLIEDCOST Contingency 150 538500 175 94446 412 222027 412 222027StateSalesTax8229438017551631412121375412121375EngineeringOesign65233350175409274129621241296212ConstructionEngineering75126925017547223412111013412111013Legal103590017562964121480241214802Fiscal103590017562964121480241214802Administration2071800175125934122960441229604PermitsAgencyApprovals30107700175188894124440541244405EngineenngSurveys2589750175157414123700441237004LandROW33118470175207784124884641248846TOTALALLIEDCOST5001795000314821740089740089TOTALPROJECTCOST548412698820522479602247960 Exhibit D Uldateaoproval 1 Auburn Dated 2 Auburn Dated CWD Dated CWD Dated WD111 Dated WD1 11 Dated EXHIBIT A CITY OF AUBURN RESOLUTION NO 2721 ADOPTED 090396 Total lea Hill Inlertie Project Costs 5484126 Sgg44190 23s235746 82 803181 383380s263 Fxhlbl D UPdate IDOtoval I Data tu 12 Auburn Date Date C I CWD Date D 7 D Exhibit E Project Schedule to Interlocal Agreement 2 for Lea Hill Intertie Project Activity Date Execute IA2 Rates for service charges provided CWD and WD 111 deposit to Auburn CWD and WD111 deposit to Auburn CWD and WD111 deposit to Auburn CWD and WD 111 deposit to Auburn CWD and WD111 deposit to Auburn each to provide 200000 each to provide 200000 each to provide 400000 each to provide 500000 each to provide 500000 Complete Construction ofWells 6 and 7 CWD and WD111 each to provide 600000 deposit to Auburn Complete River Crossing CWD and WD111 deposit to Auburn CWD and WD111 deposit to Auburn CWD and WD111 deposit to Auburn each to provide 500000 each to provide 350000 each to provide 350000 Complete Construction ofWaterlines and Pump Stations Commissioning September 3 1996 September 15 1996 October 15 1996 January 10 1997 April 25 1997 July 6 1997 January51998 January151998 April61998 July 6 1998 July 6 1998 October 5 1998 May 71999 May 14 1999 May 28 1999 12 of 13 2 Activity Exhibit E Project Schedule Continued Date Interim Project Cost Accounting CWD and WD111 each to provide 200000 deposit to Auburn Balancing Payment per Interim Accounting Obtain Primary Water Rights for Wells 6 and 7 Final project Cost Accounting Final CWD and WD111 Balancing Payment to Auburn June 30 1999 July 5 1999 July 26 1999 January 3 2000 March 17 2000 April 17 2000 Exhibit E Update Approval 1 Aubu 2 Auburn Dated Dated Dated Dated CWD Dated WDlll Dated o Auburn CWD WDlll Dated Dated Dated REF HPROJPR61617E97954 13 of13 RESOLUTION NO 2 7 8 2 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN 4 WASHINGTON AUTHORIZING THE MAYOR TO EXECUTE A NEW FRANCHISE AGREEMENT BETWEEN THE CITY OF AUBURN AND KING COUNTY TO 5 CONSTRUCT OPERATE AND MAINTAIN A WATER SYSTEM IN COUNCIL DISTRICTS 7 9 AND 13 UNTIL YEAR 2021 AND A SHORT TERM FRANCHISE TO CONSTRUCT OPERATE AND MAINTAIN A SEWER SYSTEM IN 7 COUNCIL DISTRICT 7 9 AND 13 UNTIL MARCH 1998 8 9 THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A 10 REGULAR MEETING DULY ASSEMBLE HEREWITH RESOLVES THAT 11 12 13 SECTION 1 AGREEMENT The Mayor of the City of Auburn is 14 herewith authorized to execute a Franchise Agreement between 15 the City of Auburn and King County to construct operate and 16 maintain a water system in Council Districts 7 9 and 13 17 until year 2021 and a short term franchise to construct18 19 operate and maintain a sewer system in Council Districts 79 20 and 13 until March 1998 A copy of said Agreement is 21 attached hereto denominated as Exhibit A and a copy of 22 King County Ordinance No 12473 approving the franchise is 23 24 25 26 Resolution No 2782 November 14 1996 Page 1 attached hereto denominated as Exhibit B and made a part 2 hereof as though set forth in full herein 4 5 SECTION 2 AUTHORIZATTON The Mayor is hereby 6 authorized to implement such administrative procedures as may 7 be necessary to carry out the directires of this iegislation 8 d ofl19DATEDandSIGNEDthisay96 9 10 CITY OF AUBURN 11 12 CHARLES A BOOTH 4 MAYOR ATTEST 15 Robin Wohlhueter 18 City Clerk 9 APPROVED AS TO FORM 20 r 22 Michael J Reynolds 23 City Attorney 24 25 26 Resolution No 2782 November 14 1996 Page 2 12473 FRANCHISE NO In the matter of the application for a franchise to operate maintain repair and construct water mains and service lines and appurtenances in over along and under County roads and rightsofway in King County Washington The application of the CITY OF AUBURN for a franchise to operate maintain repair and construct water mains and service lines and appurtenances in over along and under County roads and r hisofway located within the area described in attached Exhibit A has been heard on this0fdayof5pTtynlr19eAllofthepropertydescribedinExhibitAlies outside the limits of any incorporated Town or City Legal notice of the franchise application and of the hearing has been given as is required bylaw The King County Council having considered the interests proposed and advanced and finding that the granting of this franchise is in the public interest ORDERS that a franchise be granted to the CITY OF AUBURN the Grantee subject to the conditions set forth in Exhibit B attached hereto this franchise and Ordinance NoqT This franchise grants the right privilegeauthorityandfranchisetooperatemaintainrepairandconstructmainsandservicelinesand appurtenances as a part of its distribution system in over along and under County roads and rightsofway located within the area described in ExhibitA This franchise is granted subject to all of the terms and conditions contained heren within Ordinance No Exhibit Band shall expire in twentyfive years on f3 20 KING COUNTY WASHINGTON BY TITLE The undersigned accepts all the rights privileges and duties of this franchise subject to all terms conditions stipulations and obligations contained herein within OrdinanceI73and Exhibit CITY OF AUBURN GRANTEE TITLE Dated this codday of 0LgO Vc 19 q 1247 3 Exhibit A Beginning at the northwest comer of the George E King Donation Land Claim No 40 situate in Section 31 Township 22 North Range 5 East WM also known as the southeast corner of the R H Beatty Donation Land Claim No 37 and No 44 situate in Section 31 Township 22 North Range 5 East WM and in Section 36 Township 22 North Range 4 East WM Thence westerly along the south boundary of said R H Beatty Donation Land Claim No 37 and 44 and the south boundary of the John M Thomas Donation Land Claim No 42 situate in Section 36 Township 22 North Range 4 East WM to the easterly boundary of the corporate city limits of the City of Auburn as described in the City of Auburn annexation Ordinance No 4770 Thence northerly along said easterly boundary of the corporate city limits 495 feet thence easterly along a line parallel with said south boundary of the John M Thomas Donation Land Claim No 42 an the south boundary of said R H Beatty Donation Land Claim No 37 and 44 to the east boundary of said R H Beatty Donation Land Claim No 37 and 44 Thence easterly along a line parallel with and 495 feet north measured at right angles of the north boundary of said George E King Donation Land Claim No 40 and along said parallel line extended easterly to the thread of the Green River Thence southerly along said thread of the Green River to the north boundary of said George E King Donation Land Claim No 40 extended easterly thence westerly to the point of beginning Together with Beginning with the northwest corner of Section 5 Township 21 North Range 5 East WM Thence easterly along the north boundary of said Section 5 to the thread of the Green River as described in the City of Auburn Annexation Ordinance No 2511 Thence southerly along said thread of the Green River to the south boundary of Government No 4 situate in Section 5 Township 21 North Range 5 East WM extended westerly Thence easterly along said south boundary to the easterly margin of the Green River Road and the westerly boundary of the City of Auburn Annexation No 4710 Thence northerly along said westerly boundary of the City of Auburn Annexation No 4710 to the north boundary of the south 3000 feet of Section 32 Township 22 North Range 5 East WM Thence westerly along said north boundary to said thread of the Green River as described in the City of Auburn Annexation Ordinance No 2511 Thence southerly along said thread of the Green River to said north boundary of Section 5 Together with Beginning at the southwest corner of the S E 14 of the S W 14 of Section of Section 32Township22NorthRange5EastWMThencenortherlyalongthewestboundaryofsaidSE 14 of the S W 14 of Section 32 to the north boundary of the South 3000 feet of said Section 32ThenceeasterlyalongsaidnorthboundaryofSection32andalongthenorthboundaryofthesouth 3000 feet of Section 33 Township 22 North Range 5 East WM to the west boundary of the east 285 feet of the S W 14 of said Section 33 as measured along the south boundary of said Section 33 Thence southerly along said west boundary to said south boundary of Section 33 Thence southerly along a line parallel with the east boundary of the West 12 of Section 4Township21NorthRange5EastWMThenceeasterlyparallelwiththenorthboundaryofsaid Section 4 a distance of 100 feet Thence southerly parallel with said east boundary of the West 12 of Section 4 a distance of 11400feet Thence easterly parallel with said north boundary of Section 4 a distance of 15500 feet to the west boundary of the east 3000 feet of said West 12 of Section 4 Thence southerly along said west boundary of the east 3000 feet to the south boundary of the North 12 of the South 12 of said Section 4 Thence easterly along said south boundary and alongthesouthboundaryoftheNorth12oftheSouth12ofSection3Township21NorthRange5 East WM to the northwesterly margin of Primary State Highway No 2 also known as State Route 18 Thence southerly and westerly along said northwesterly margin to the easterly corporate 3 12473 city limits of the City of Auburn Thence northerly and westerly along said easterly corporate citylimitsoftheCityofAuburntothesouthboundaryofGovernmentLotNo4inSection5 Township 21 North Range 5 East WM extended westerly Thence easterly to the southeast corner of said Government Lot No 4 Thence northerly to the point of beginningTogetherwith Beginning at the southwest corner of the N E 14 of the S W 14 of Section 21 Township 21 North Range 5 East WM said point located on the easterly corporate city limits of the City of Auburn Thence northerly along said corporate city limits of the City of Auburn to the southeasterly margin of said Primary State Highway No 2 also known as State Route No 18 Thence northeasterly along said southeasterly margin to the thread of the Green River Thence southeasterly along said thread of the Green River to the east boundary of Section 26 Township 21 North Range 5 East WM Thence southerly along said east boundary of Section 26 and southerly along the east boundary of Section 35 Township 21 North Range 5 East WM to the southeast corner of said Section 35 Thence westerly along the south boundary of said Section 35 to the thread of the White River and the easterly corporate city limits of the City of Auburn Thence north and westerly along said easterly corporate city limits of the City of Auburn to the point ofbeginning Together with Beginning at the southwest corner of Section 36 Township 22 North Range 4 East WM Thence northerly along the westerly boundary of said Section 36 to the northerly margin of South 277th Street also known as 52nd Street N W which is the southerly corporate limits of the City of Kent Thence easterly along said northerly margin of South 277th Street and along the southerly corporate limits of the City of Kent and along the northerly corporate limits of the City of Auburn to the westerly margin of Auburn Way North Thence southeasterly along said westerly margin 2100 feet more or less to the westerly corporate city limits of the City of Auburn as described in the City of Auburn Ordinance No 2511 Thence southerly along said westerly corporate city limits to the southerly boundary of the W A Cox Donation Land Claim No 38 and 41 Thence westerly along said southerly boundary to the easterly boundary of the Plat of White River Valley Home Tracts as recorded in Volume 13 of Plats Page 17 records of King County Washington Thence northerly along said easterly boundary of the Plat of White River Valley Home Tracts to the northeast corner of Tract 20 of said Plat of White River Valley Home Tracts Thence westerly along the north boundary of said Tract 20 to the westerly margin of 80th Avenue South Thence southerly along said westerly margin of 80th Avenue South to the southerly boundary of Section 36 Township 22 North Range 4 East WMThence westerly to the point of beginning Less that portion of the above described franchise areas lying within the corporate city limits of the City of Auburn Washington and less that portion of the above described franchise areas lyingwithinthecorporatecitylimitsoftheCityofKentWashington 4 12473 EXHIBIT BTERMS AND CONDITIONS APPLICABLE TO UTILITIES FRANCHISES GRANTED BY KING COUNTY THIS FRANCHISE is subject to the following terms and conditions 1 DEFINITIONS References to any County official or office also refers to any office that succeeds to any or all of the responsibilities of the named office or official References to laws or applicable laws include federal state and local laws and regulations adopted pursuant to those laws unless otherwise stated references to laws include laws now in effect as the same may be amended from time to time during the operation of this franchise In addition the following definitions shall apply Cable Services The term Cable Services is used as defined in 47 United States Code 522 5 as amended Cable System The term Cable System is used as defined in 47 United States Code 522 6 and King County Code 6a010 J as amended County Road RightsofWay The term County Road RightsofWay includes any road street avenue or alley located within the area described in the attached Exhibit A it does not include recreational or nature trails except where the trails intersect or are within roads streets avenues or alleys Director The term Director refers to the chief executive of the King County Department of Transportation Grantee The term Grantee refers to the CITY OF AUBURN its successors and those assigneesapprovedpursuanttoparagraph16herein Utility The term utility refers either to the Grantee or depending on the context to any other person firm or corporation public or private which may hold a franchise to maintain and operatesimilarfacilitiesinunderoveracrossandalonganyoftheCountypropertydescribedinExhibit Council The term Council refers to the King County Council acting in its official capacityOtherGoverningBodyThetermOtherGoverningBodyreferstoanypublicofficialorother public board or body as may have the power and jurisdiction to permit or regulate the installation and maintenance of utilities and other facilities in under over across and along any of the county property described in Exhibit A 5 12478 2 ACCEPTANCE BY GRANTEES OF TERMS AND CONDITIONS The full acceptance of this franchise and all of its terms and conditions shall be filed with the Clerk of the Council within fortyfive 45 days from 19 by the Grantee Full acceptance of this franchise is a condition precedent to its taking effect and unless this franchise is accepted within the time specified this grant will be null and void and have no force or effect 3 NONEXCLUSIVEFRANCHISE This franchise is not exclusive It does not prohibit King County from granting franchises for other public or private utilities in under over across and along any County property including Countyroadrightsofway This franchise does not prevent or prohibk King County from constructing altering maintaining or using any County road rightsofway covered by this franchise King County retains full power to make all changes relocations repair maintenance etc as it may deem fit 4 JURISDICTION This franchise is intended to convey limited rights and interest only as to those roads and rights of way in which King County has an actual interest It is not a warranty of title or of interest in County road rightsofway Whenever any of the County road rightsofway as designated in this franchise by reason of the subsequent incorporation of any Town or City or extension of the limits of any Town or City shall later fall within the City or Town limits this franchise shall continue in force and effect until such time as the incorporation andor annexation is complete according to applicable State law after which time the County will no longer have any responsibility for maintenance of any County roads rightsofway or other County property within the area of annexationincorporation None of the rights granted to the Grantee shall affect the jurisdiction of King County over CountyroadrightsofwayortheCountyspowertoperformworkuponitsroadwaysrightsofwayor appurtenant drainage facilities including by conswucting altering renewing paving wideninggradingblastingorexcavating All of the rights herein granted shall be subject to and governed by this franchise providedhoweverthatnothinginthisfranchisemaybeconstruedinanywayaslimitingKingCountysrightstoadoptordinanceswhicharenecessarytoprotectthehealthsafetyandwelfareofthe general public 5 REGULATION OF USE AND CONTROL This franchise does not deprive King County of any powers rights or privileges it now has or maylateracquireinthefuturetoregulatetheuseofandtocontroltheCountyroadrightsofwaycoveredbythisfranchise 12473 This franchise authorizes the use of County rightsofway solely for the delivery by the Grantee of natural gas to it customers Additional uses of County rightsofway by the Grantee including for cable communication services shall fwst require a separate franchise from King County which conforms to the requirements of KCC 627 as amended or KCC 627A as amended and other applicable law Any use of the Granteesequipment of facilities in County rightsofway by others including for telecommunication or cable communication services is prohibited unless separately authorized and approved in writing by King County The Grantee agrees that prior to authorizing any person to use the Granteesequipment or facilities located in County rightsofway the Grantee will requiretheusertoprovidetheGranteewithanaffidavitthatithasobtainedthenecessaryfranchiseorother approval from the County to operate and provide the proposed service in County rightsofway At least thirty 30 day prior to executing any agreement with a potential user for the use of the Granteesequipment or facilities the Grantee shall fax the affidavit to the King County Office of Cable Communication at 2062960842 6 EMINENT DOMAIN This franchise and the limited rights and interests for the operation maintenance repair and construction of Grantees transmission and service lines and appurtenances are subject to the exercise of eminent domain In the event of an exercise of eminent domain by King County the value to be atlributed to all the rights and interests granted under this franchise shall not exceed the actual amount the Grantee paid to King County in obtaining this franchise 7 ENFORCEMENT Failure of King County on one or more occasions to exercise a right or to require compliance or performance under this franchise or any applicable law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance unless such right has been specificallywaivedinwritingFailureofKingCountytoenforceorexerciseitsrightsunderanyprovisionof this franchise or applicable law does not constitute a waiver of its rights to enforce or exercise a right in any other provision of this franchise or applicable law 8 INDEMNITY AND HOLD HARMLESS The Grantee agrees to indemnify and hold harmless King County as provided herein to the maximum extent possible under law Accordingly the Grantee agrees for itself its successors and assigns to defend indemnify and hold harmless King County its appointed and elected officials and employees from and against liability for all claim demands suits and judgments including costs of defense thereof for injury to persons death or property damage which is caused by arises out of or is incidental to Granteesexercise of rights and privileges granted by this franchise The Granteesobligations under this section shall include a Indemnification for such claims whether or not they arise from the sole negligence of the Grantee the concurrent negligence of both parties or the negligence of one or more third parties b The duty to promptly apttender of defense and provide defense to the County at the Granteesown expense 12473 c Indemnification of claims made by the Granteesown employees or agents d Waiver of the Granteesimmunity under the industrial insurance provisions of Title 51 RCW which waiver has been mutually negotiated by the parties In the event it is necessary for the County to incur attorneysfees legal expenses or other costs to enforce the provisions of this section all such fees expenses and costs shall be recoverable from the Grantee In the event it is determined that RCW 424115 applies to this franchise agreement the Grantee agrees to defend hold harmless and indemnify King County to the maximum extent permitted thereunder and specifically for its negligence concurrent with that of King County to the full extent of Granteesnegligence Grantee agrees to defend indemnify and hold harmless the County for claims by Granteesemployees and agrees to waiver of its immunity under Title 51 RCW which waiver has been mutually negotiated by the parties King County shall give the Grantee timely written notice of the making of any claim or of the commencement of any such action suit or other proceeding covered by the indemnity in this section In the event any such claim arises the County or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the duty to defend settle or compromise any claims arising hereunder and the County shall cooperate fully therein Notwithstanding the above the County shall have no obligation to tender a defense as a condition of the indemnity where there is a material conflict between the interests of the Grantee and King County 9 VACATION If at any time King County vacates any County road rightsofway covered by this franchise King County will not be held liable for any damages or loss to the Grantee by reason of such vacation King County may after giving thirty 30 days written notice to the Grantee terminate this franchise with respect to any County road rightsofway vacated 10 REPAIR REMOVAL OR RELOCATION The Grantee hereby covenants at its own expense to repair remove or relocate existing facilities including all appurtenant facilities and service lines connecting its system to users within KingCountyroadrightsofwayifsuchrepairremovalorrelocationisrequiredbyKingCountyfor any County road purpose Such repair removal or relocation shall not be unreasonably required The grantee shall at no expense to the County adjust remove or relocate existing facilities within County road rightsofway including all appurtenant facilities and service lines connecting its system to users if the County determines such adjustment removal or relocation is reasonably necessary to allow for an improvement or alteration planned by the County in such road rightof way The County shall give the Grantee written notice of such requirement as soon as practicable at the beginning of the predesign stage for projects that are part of the Countys capitalimprovementprogramincludingsuchavailableinformationasisreasonablynecessaryforthe Grantee to plan for such adjustment removal or relocation 8 12473 For projects that are a part of the Countyscapital improvement program in addition to any other notice given to the Grantee the County shall provide a vertical and horizontal profile of the roadway and drainage facilities within it both existing and as proposed by the County and the proposed construction schedule notwithstanding any permit conditions that may later be applied to the County project this initial design information shall be given at least 180 days before construction is scheduled to begin except in cases of urgent construction or emergencies The Grantee shall respond to this notice and to any later notices of revised designs based on permitconditionswithinnomorethanthirty30daysbyprovidingtotheCountythebestavailable information as to the location of all of the Granteesfacilities including all appurtenant facilities and service lines connecting its system to users and all facilities that it has abandoned within the area proposed for the public works project The County shall offer the Grantee the opportunity to participate in the preparation of bid documents for the selection of a contractor to perform the public works project as well as all required adjustments removals or relocations of the Granteesfacilities Such bid documents shall provide for an appropriate cost allocation between the parties The County shall have sole authority to choose the contractor to perform such work The Grantee and the County may negotiate an agreement for the Grantee to pay the County for its allocation of costs but neither party shall be bound to enter into such an agreement Under such an agreement in addition to the Grantees allocation of contractor costs the Grantee shall reimburse the County for cost such as for inspections or soils testing related to the Granteeswork and reasonably incurred by the County in the administration of such joint construction contracts Such costs shall be calculated as the direct salary cost of the time of County professional and technical personnel spent productively engaged in such work plus overhead costs at the standard rate charged by the County on other similar projects including joint projects with other County agencies 11 REOUIREMENT OF CONSTRUCTION PERMITS The Grantee its successors or assigns has the right privilege and authority to enter the Countyroadrightsofwayforthepurposeofoperatingmaintainingrepairingorconstructionits transmission and service lines and appurtenances on the condition that it obtains permits approvedbytheDirectorandPropertyServicesDivisionandwhenapplicablebytheDepartmentof Development and Environmental Services Applications for work permits shall be presented to the Property Services Division which may require copies of plans blueprints crosssections or further detailing of work to be done In the event of an emergency the Grantee may immediately commence the necessary work and shall apply the next business day for the work permit AnyworkdonewhetherbyGranteeitscontractorsorthirdpartieswillincludenecessarypavingpatchinggradingandanyotherreasonablynecessaryrepairorrestorationtotheCountyroad rightsofway All work shall be done to the satisfaction of the Director All equipment lines and appurtenances which are used in the operation maintenance repair or construction of the Granteesservice and which are located within the County road rightsofwayshallbeconsideredtobepartoftheGranteessystemandshallbetheresponsibilityoftheGrantee All permits for the operation maintenance repair or construction of said system shall be appliedforandgiveninthenameoftheGranteewhowillberesponsibleforallworkdoneunderthe permit The Grantee remains responsible whether the work is done by the Grantee its contractors or by third parties 12473t The Grantee shall at no expense to the County assume the following obligations with respect to the facilities connected to its system that are within County road rightsofway and which it does not own including appurtenant facilities and service lines connecting its system to users a The Grantee shall apply for upon request and on behalf of the owner of the facilities a County rightofway construction permit for any repairs required for such facilities provided such owner agrees to reimburse the Grantee for all costs incurred by the Grantee and any other reasonable conditions the Grantee requires as a precondition to applying for the permit All work to be performed in the County rightofway shall comply with all conditions of the County permit and all applicable County requirements The Grantee may at its option perform any part of the repair with its own forces or requiretheownertoemployacontractorforthatpurposeprovidedsuchcontractorisapprovedby the County Co In the event that the County determines emergency repair of such facilities is necessary to halt or prevent significant damage to County road rightsofway or significant threats to the health safety and welfare ofparties other than the owner or the occupants of the building served by such facilities the Grantee shall take prompt remedial action to correct the emergency to the Countysapproval which the Countyshallnotunreasonablywithhold c When the County or its contractor provides notice to the Grantee pursuant to RCW 19122 of its intent to excavate within County road rightsofway the Grantee shall provide to the County or its contractor the best information available from the Granteesrecords or where reasonable from the use of locating equipment as to the location of such facilities including surface markings where these would reasonably be ofuse in the excavation If the Grantee fails to make good faith efforts to provide the above information within the deadlines provided by RCW 19122 the Grantee shall hold the County harmless for all reasonable costs that result from damage to such facilities if such damage occurs as a result of the failure to provide such information Nothing in this subsection is intended or shall be construed to create any rights in any third party or to form the basis for any obligation or liability on the part of the County or the Grantee toward any third party nor is anything in this subsection intended to be construed to alter the rights and responsibilities of the parties under RCW 19122 as amended 12 RESTORATION OF COUNTY ROAD RIGHTSOFWAY After work on under or adjacent to County road rightsofway the Grantee is responsible for and will leave all County road rightsofway in as good a condition as they were in before any work was done In the event that the Grantee its contractors or third parties working under permit should fail to restore County road rightsofway to the satisfaction of the Director King County may make such repairs or restorations as are necessary to return the County road rightsofway to its prework condition Upon presentation of an itemized bill for repairs or restorations includingthecostsoflaborandequipmenttheGranteewillpaythebillwithinthirty30daysIfsuitis brought upon the Granteesfailure to pay for repair and restoration and if judgment in such a suit is entered in favor of King County then the Grantee shall pay all of the actual costs includinginterestfromthedatethebillwaspresenteddisbursementsandattorneysfeesandlitigationrelatedcostsincurred l0 1247 319PEIORMANCEOFWORK The Grantee covenants that in consideration for the rights and privileges granted by this franchise all work performed by the Grantee on County road rightsofway shall conform to all County requirements including but not limited to the requirements of the current edition of the County Road Standards in force when the work is performed and all traffic control shall also conform to the current edition of the Manual of Uniform Traffic Control Devices in force when the work is performed 14 BLASTING REOUIREMENTS The right to operate maintain repair and construct Granteesdistribution and service lines and appurtenances granted by this franchise does not preclude King County its agents or contractors from blasting grading or doing other road work to the Granteeslines and appurtenances Except in the case of an emergency the Grantee will be given ten 10 business days written notice of any blasting so that the Grantee may protect its lines and appurtenances If the Grantee notifies the County within ten 10 business days that the facilities will have to be relocated to protect them from blasting the County will defer the blasting for up to ninety 90 days from the date of the original notice In no event will the Grantee be given less than two 2 business days written notice of any blasting Notification of any excavation shall be provided through the OneCall System as provided by RCW 19122 as hereinafter amended 15 SURVEY MARKERS AND MONUMENTS It shall be the responsibility of the Grantee performing any construction work in the County road rightsofway to restore any survey markers or monuments disturbed by such construction in accordance with RCW 5809130 and as bereinafter amended 16 ASSIGNMENT The Grantee shall not have the right to assign this franchise without the consera of the MetropolitanKingCountyCouncilgivenbyOrdinanceNoassignmentshallbeeffectiveunlessanacceptancebytheassigneeofallrightsconditionstermsprovisionsandresponsibilitiescontainedwithinthe franchise as well as surety bonds which the Council deems necessary to be posted are received Council approval of the assignment may be made subject to the assigneesacceptance of new or modified terms of the franchise 17 EXPIRATION AND RENEWAL To the extent described in Exhibit A all rights granted by this franchise to County road rightsof way outside incorporated Towns and Cities apply to all existing County road rightsofWayimprovedandunimprovedandtoallCountyroadrightsofwayacquiredbyKingCountyduring the term of this franchise If the Grantee has initiated a renewal of this franchise before it expires the County may at its sole discretion extend the term of the franchise on a month to month basis for up to one year Should the County elect to extend the franchise written notice shall be provided to the Grantee before the franchise expiration date If the Grantee has not applied for a renewal of this franchise before it expires King County has the right to remove or relocate any lines and appurtenances of the Grantee as is reasonably necessaryforthepublicshealthwelfaresafetyorconvenienceincludingbutnotlimitedtothesafe operation of County roads franchise holders or for the construction renewing altering or improving of any County road rightofway or for the installation of lines andor facilities of other franchise holders Grantee shall be liable for the costs incurred in any removal or relocation of its lines and appurtenances under this section Costs include the expense of labor and equipment Upon expiration of this franchise the Grantee shall continue to be responsible for the operation and maintenance of existing facilities in the County road rightsofway until removed assigned to another franchised utility or abandoned however the Grantee shall not have the right to provideadditionalservicesorconstructnewfacilitiesKingCountywillissuepermitsrequiredforthe repair and maintenance of the existing facilities in accordance with KCC 1444055 as mended and Section 11 of this franchise This section and sections 8 1013 and 15 of this franchise shall continue in force until such time as the lines are removed from County road rightsofway assigned to another franchised utility or abandoned in place with the approval of the Manager of the Department of Transportation Road Services Division 18 RESERVATION OF RIGHTS King County specifically reserves for itself the right to impose a utility tax on the Grantee if such taxing authority is granted by State of Washington and the local option is exercised by the King County Council King County also specifically reserves the right to exercise authority it has or may acquire in the future to secure and receive fair market compensation for the use of its property pursuant to an ordinance If King County elects to exercise such authority the fair market compensationrequirementforGranteeshallbeimposedbyordinancenotlessthanonehundredeighty180days after written notice Compensation Notice is delivered to the Grantee said Compensation Notice identifying with specificity the definition terms andor formula to be used in determining such fair market compensation Acceptance of King Countys definition terms andor formula identified in the Compensation Notice will occur if the Grantee accepts in writing within thirty 30 days of receipt of the Compensation Notice or if Grantee takes no action in writing within thirty 30 daysofreceiptoftheCompensationNoticeinwhichcasetheapplicableordinancethattheKingCountyCouncilpasseswillbedeterminative Nothing in this section shall be construed as an agreement by the Grantee of King Countysright to exercise authority it has or may acquire in the future to secure and receive fair market compensationfortheuseofpropertyNothinginthissectionshallbeconstruedtoprohibittheGranteefrom challenging in King County Superior Court or a court of competent jurisdiction the legality of such right Granteesrejection of the definition terms andor formula identified in the Compensation Notice will only occur if such rejection is in written form identifying with specificity the grounds for such rejection and delivered to King County within thirty 30 days after receipt of the CompensationNoticeinwhichcasethebelowidentifiedarbitrationtermswillapply 12 12473 a The Grantee and King County will select one arbitrator each and the two selected arbitrators will select a third arbitrator If the two arbitrators have not selected a third arbitrator within thirty 30 days after the selection of the last selection of the two either the Grantee or KingCountymayapplytothepresidingjudgeoftheKingCountySuperiorCourtfortheappointmentof a third arbitrator The three arbitrators will determine the method for determining the fair market compensation for the County property used by the Grantee The arbitration procedure employed shall be consistent with the rules and procedures of the American Arbitration Association The decision of a majority of the arbitrators will bind both the Grantee and King County At the conclusion of the arbitration the arbitrators will submit written reports to the Grantee and King County which shall contain all pertinent evidence that led to their conclusion together with an explanation of their reasoning for such conclusion b The fees of the arbitrators selected by each party shall be paid by that party and the fees of the third arbitrator shall be paid onehalfby the County and the Grantee The other costs of the proceeding shall be shared equally by the County and the Grantee c In event that the question of fair market compensation is not resolved prior to the effective date specified by the ordinance authorizing said compensation the arbitration decision will be applied retroactively to the effective date in the ordinance The Grantee will pay the retroactive sum plus interest in the amount of twelve percent 12 per annum Nothing in this franchise may be construed to limit the exercise of authority now or later possessed by the County or any other governing body having competent jurisdiction to fix just reasonable and compensatory rates or other requirements for services under this franchise Nothing in this section shall be construed to prohibit the Grantee from challenging in King County Superior Court or a court of competent jurisdiction the authority of the County or any other governing body to fix rates or other requirements for services 19 COMPLIANCE WITH LAWS Grantee shall conform to all applicable federal state and local laws and regulations including but not limited to the State Environmental Policy Act and King County environmental standards and ordinances 20 NONDISCRIMINATIONCLAUSE In all hiring or employment made possible or resulting from this franchise agreement there shall be no discrimination against any employee or applicant for employment because of sex sexual orientation age race color creed national origin marital status or the presence of any sensory mental or physical handicap unless based upon a bona fide occupational qualification and this requirement shall apply to but not be limited to the following employment advertising layoff or termination rates of pay or other forms of compensation and selection for training including apprenticeship No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this agreement on the grounds of sex sexual orientation race color creed national origin age except minimum age and retirement provisionsmaritalstatusorthepresenceofanysensorymentalorphysicalhandicap 13 12473 Any violation of this provision shall be considered a violation of a material provision of this agreement and shall be grounds for cancellation termination or suspension in whole or in part of the agreement by the County and may result in ineligibility for further County agreements The Grantee shall make the best efforts to make opportunities for employment andor contracting services available to women and minority persons The Grantee recognizes that King County has a policy of promoting afftrmative action equal opportunity and has resources available to assist Grantee in these efforts 21 PENALTY FOR VIOLATION OF CONDITIONS If the Grantee shall violate or fail to comply with any of the material terms conditions or responsibilities of this franchise through neglect or failure to obey or comply with any notice given the Grantee under the provisions of this franchise or if the Grantee abandons its franchise the Council may revoke this franchise King County shall give written notice of its intent to revoke this franchise A public hearing shall be scheduled within fortyfive 45 days following the notification The decision to revoke this franchise will become effective ninety 90 days following the public hearing if the County by ordinance finds A That the Grantee has not substantially cured the violation or failure to comply which was the basis ofthe notice or B that the violation or failure to comply which was the basis of the notice is incapable of cure or C that the Grantee has repeatedly violated or failed to comply with any of the material terms conditions or responsibilities of the franchise even though the individual violations have been cured and D that the revocation of the franchise is in the public interest During the fortyfive 45 days following the notification the Grantee shall have the opportunity to remedy the failure to comply 22 RIGHT OF APPEAL Decisions requirements or approvals of the Director are binding on the parties to this document Appeals from the Directors determinations will be made by filing a complaint with the KingCountySuperiorCourt 23 SEVERANCE This franchise gives effect to purposes and uses which are consistent with economical and efficient services rendered in the public interest If any provision of this franchise or its application is determined to be invalid by a court of law then the remaining provisions of this franchise shall continue and remain valid unless the dominant purpose of the franchise would be prevented or the public interest is no longer served Revised 07251 12473 FRANCHISE EXTENSION AGREEMENT RECITALS WHEREAS the City of Auburn currently holds water and sewer Franchise 7543 granted by King County Washington for the operation of its sewer and water system in unincorporated King County and WHEREAS the City of Auburn franchise expired on November 30 1994 and WHEREAS the City of Auburn has requested a renewal of said franchise and WHEREAS a water and sewer franchise was approved by the Council under Ordinance 7543 on May 22 1989 This extension is for the sewer portion only and WHEREAS the water franchise for that portion of the water system will be incorporated in the franchise for proposed Ordinance No 96682 which consolidates all of the City of Auburn water franchises into one franchise agreement and WHEREAS the City of Auburn King County and the Utilities Technical Review Committee recommend that said franchise be extended until March 1 1998 to give the City the opportunity to complete and obtain approval of its updated sewer comprehensive plan and WHEREAS no objections have been raised to the granting of this request and WHEREAS King County has approved the extension of this franchise until March 1 1998 through the passage of Ordinance No 74 9 subject to the conditions contained in the ordinance and this agreement NOW THEREFORE King County Washington and the City of Auburn agree as follows 1 The terms of King County Water and Sewer Franchise 7543 is hereby approved and extended so that it will now expire on March 1 1998 2 All other conditions of King County Water and Sewer Franchise 7543 shall remain in full force and effect and are not modified or amended by this agreement or Ordinance No CITY OF AUBURN WASHINGTON KI COUp WASHINGTON TITLE ctcc TITLE GHRISTOPHSR VANCF 1 090696 Introduced By Brian Derdowski 2 AUBRNSB296MMc Proposed No 96682 3 8 AN ORDINANCE approving a franchise for the City of Auburn to 9 construct operate and maintain water system in Council Districts 7 10 9 and 1 and a shoe term franchise to cestmct peateand 11 maintain a sewer system in Council Disiridts 7 9 and land 12 authorizing the Executive to execute the franchise agreements 13 14 STATEMENT Or FACTS 15 16 I The City of Auburn has filed an application for franchises in council districts 7 9 17 and i to construct operate and maintain water and sewer systems to serve residential multi 18 family and commercial areas in accordance with RCW3555010and KCC 527 19 2 0 2 The citys comprehensive plan for water was approved on June 7 i 996 by King 2 1 County Ordinance 12342 22 2 3 3 The citys sewer plan was approved in 982 KCC 1324i 10 requires that the 2 4 sewer plan be updated by the end of 1996 and further that it be updated every 6 years or that 2 5 a demonstration be made that the plan is consistent with the 1994 King County 2 6 Comprehensive Plan There is nodocumentation offered to show thatsucha demonstration 2 has been made 28 2 9 4 The existing franchises expired in May of this year 30 31 5 The application has been referred to the relevant county departments for review 32 3 3 6 The King County executive has recommended approval of the franchise 34 3 5 7 The Utilities Technical Review Committee reviewed and approved the districts 3 6 franchise legal description and map on April 26 1995 37 38 BE IT ORDAINED BY THE COUNCIL OF KING COUNTY 39 10 SECTION 1 The granting ofa franchise to the City of Aubum to construct operate and 4 1 maintain a water system within King County is hereby approved for a period oftwentyfive 4 2 years The granting ofa franchise extension to the City ofAuburn to construct operate and 4 3 maintain a sewer system within King County until March 1 1998 is hereby approved The 4 4 extension period is provided to allow time for the City to demonstrate its compliance with 4 5 KCC1324110 The King County executive is authorized to enter into and execute the 4 6 water system franchise and the sewer franchise extension for the terms specified which by 4 7 this reference is fully incorporated herein Said franchises shall 12473 1 include all bf the geheral and special conditions required by the county 2 SECTION 2 If within 45 days after the granting of this franchise the applicant shall 3 have failed to sign the written acceptance incorporated herein then the rights and privileges 4 granted herein shall be forfeited and said franchise shall be null and void 5 INTRODUCED AND READ for the first time t lt xt 0dthisdayof i 996 6 PASSED by a vote of02 toOthiS dYO ofcefltnJq996day 7 KING COUNTY COUNCIL 8 KINLUNGTON9 l0 ll 12 13 14 ATTEST 15 20 is of 1996 E21 22 24 Kin t xecutivegY 25 2 6 Attachments 27 A Franchise Agreement for Water 2 8 B Franchise Extension for Sewer 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RESOLUTION NO 2 9 2 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE SETTLEMENT AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF BONNEY LAKE WHEREAS Auburn and Bonney Lake are currently involved in several related disputes regarding the provision of water service to a development known as Lakeland Hills South within Auburns currentlydesignated Pierce County Potential Annexation Area and WHEREAS Auburn is currently seeking to annex a portion of its Pierce County Potential Annexation Area and WHEREAS Bonney Lake is currently opposing said annexation proposal and WHEREAS Bonney Lake has initiated litigation against Auburn in Pierce County Superior Court alleging tortious interference with a contractual relationship and WHEREAS Auburn has threatened legal andor administrative action with respect to various water rights owned by Bonney Lake and WHEREAS Bonney Lake has threatened legal andor administrative action with respect to various water rights owned by Auburn and Resolution No 2925 February 27 1998 Page 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WHEREAS the parties hereto desire to enter into a settlement agreement the express intent of which is to settle all claims and disputes between Auburn and Bonney Lake relating to the provision of water service to Auburns Pierce County Potential Annexation Area and related water rights issues and WHEREAS Bonney Lake and Auburn are both desirous of entering into cooperative arrangements to provide for the efficient and costeffective provision of water to their customers NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES AS FOLLOWS Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute the Settlement Agreement between the City and the City of Bonney Lake A copy of said Settlement Agreement is attached hereto designated as Exhibit A and incorporated by reference in this Resolution Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation DATED and SIGNED this 2nd day of March 1998 Resolution No 2925 February 27 1998 Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM ids City Attorney Resolution No 2925 February 27 1998 Page 3 CITY OF AUBURN CHARLES A BOOTH MAYOR SETTLEMENT AGREEMENT CITY OF AUBURN AND CITY OF BONNEY LAKE THIS SETTLEMENT AGREEMENT Agreement is entered into this L day of March 1998 by and between the CITY OF AUBURN Auburn a municipal corporation and the CITY OF BON LAKE Bonney Lake a municipal corporation WHEREAS Auburn and Bonney Lake are currently involved in several related disputes regarding the provision of water service to a development known as Lakeland Hills South LHS within Auburns currentlydesignated Pierce County Potential Annexation Area PC PAA WHEREAS Auburn is currently seeking to annex a portion of its PC PAA and WHEREAS Bonney Lake is currently opposing said annexation proposal and WHEREAS Bonney Lake has initiated litigation against Auburn in Pierce County Superior Court alleging tortious interference with a contractual relationship and WHEREAS Auburn has threatened legal andor administrative action with respect to various water rights owned by Bonney Lake and Settlement Agreement City ofAubum City ofBonney Lake March 3 1998 Page 1 rcagreesacitybonney Exhibit A Auburn Resolution No 2925 WHEREAS Bonney Lake has threatened legal andor administrative action with respect to various water rights owned by Auburn and WHEREAS the parties hereto desire to enter into a settlement agreement the express intent of which is to settle all claims and disputes between Auburn and Bonney Lake relating to the provision of water service to Auburns PC PAA and related water rights issues and WHEREAS Bonney Lake and Auburn are both desirous of entering into cooperative arrangements to provide for the efficient and costeffective provision of water to their customers NOW THEREFORE the parties agree as follows 1 Bonney Lakes claims against Auburn in Pierce County Cause No 972052128shall be dismissed with prejudice and without costs to either party 2 Bonney Lake shall withdraw its opposition to Auburnsproposed annexation of a portion of AuburnsPC PAA in Pierce County Boundary Review Board Case No A975 3 Auburn recognizes and agrees to Bonney Lakes exclusive right to serve with water all portions of Bonney Lakes water service area as designed by the 1995 Pierce County Coordinated Water System Plan for a period of seven years from the effective date of any Auburn annexation of Settlement Agreement City ofAuburn City ofBonney Lake March 3 1998 Page 2 cagreesaitybonney Exhibit A Auburn Resolution No 2925 any area within such service area It is understood that Auburn anticipates multiple annexation proceedings regarding such areas Bonney Lake shall not oppose such annexation proposals and pursuant to this paragraph Bonney Lake shall have the exclusive right to serve each annexation area for seven years from the effective date of annexation 4 Upon the expiration of each sevenyear period or sooner if requested by Bonney Lake provided for in paragraph 3 with respect to a particular portion of Bonney Lakes water service area Auburn shall at its option have the exclusive right to serve such area with water subject to the further requirements and conditions contained in paragraphs 5 and 6 of this Agreement 5 Upon the expiration of each sevenyear period or sooner if requested by Bonney Lake provided for in paragraph 3 with respect to a particular portion of Bonney Lakes water service area Bonney Lake shall at Auburns option transfer to Auburn by bill of sale all of its ownership rights in water system facilities located within and used to serve such area with the exception of facilities retained by Bonney Lake in accordance with paragraph 6 below Auburn shall have no obligation to compensate Bonney Lake for such facilities as are transferred by Bonney Lake pursuant to this Section Settlement Agreement City ofAubum City ofBonney Lake March 3 1998 Page 3 lcagreesaci tybonney Exhibit A Auburn Resolution No 2925 Facilities to be transferred pursuant to this paragraph shall include water pipes but shall not include source or storage facilities including but not limited to Bonney Lakes Tacoma Point Wells and Tacoma Point Reservoir nor those facilities reserved to Bonney Lake under paragraph 6 6 In contemplation of Auburns anticipated eventual takeover of water service from Bonney Lake within Auburns annexation area and for the purpose of providing Bonney Lake a looped system after Auburns takeover of water service within its annexed areas hereunder Auburn shall prior to the takeover of service within any portion of Bonney Lakes current water service area construct or cause to be constructed and transfer or cause to be transferred to Bonney Lake free of charge future 12 water transmission line as shown on the attached Exhibit A to the southern boundary of AuburnsPC PAA provided that in the event the particular alignment shown on Exhibit A shall prove impractical or unavailable such lines shall be constructed in an alignment as mutually agreed to by the parties Auburn shall construct or cause these facilities to be constructed and transferred to Bonney Lake without regard to the progress or lack of progress of the development of LHS Such facilities shall be constructed in accordance with applicable Bonney Lake standards In addition Auburn will Settlement Agreement City ofAubum City ofBonney Lake March 3 1998 Page 4 cagreesacitybonney Exhibit A Auburn Resolution No 2925 not take over water service from Bonney Lake and Bonney Lake will retain ownership of its water system within that area shown on Exhibit B attached hereto This area will remain part of Bonney Lakes water service area and the facilities serving it will remain part of Bonney Lakes water system in perpetuity notwithstanding possible annexation of the area by Auburn at any time in the future 7 Auburn shall guarantee Bonney Lake the right in perpetuity to transport water through Auburns corporate boundaries within Pierce County in order that Bonney Lakes ability to serve its water service area as recognized in this Agreement is not hindered or rendered impractical Such guarantee shall be effectuated by the execution of such easements agreements franchises licenses or other documents as are appropriate on terms that are in no respect less favorable or advantageous to Bonney Lake than those governing the operations of Auburnsown water utility within its corporate limits Auburn shall not condemn or otherwise interfere with any Bonney Lake water facilities covered by this paragraph or paragraph 8 Neither Auburn nor any of its agents employees attorneys or contractors shall challenge directly indirectly or through third parties through legal or administrative proceedings or any other means Bonney Lakes Settlement Agreement City ofAuburn City ofBonney Lake March 3 1998 Page 5 lcagreesacitybonney Exhibit A Auburn Resolution No 2925 existing water rights including but not limited to Bonney Lakes water rights associated with its Tacoma Point Wells The rights associated with its Tacoma Point Wells are specifically as follows 1 Lake Tapps Water Co Certificate No C 2809A with a date of priority 12357 for 100gpm and 45af 2 Tacoma Point Well No 2 Certificate No C G2 2 C685with a date of priority of 2586 for 1000gpm and 800af and 3 Tacoma Point Well No 4 Permit Number G227693 with a date of priority of 13090 for 1200gpm and 1600af Because of production problems associated with Bonney Lakes current wells at Tacoma Point Auburns agreement not to protest or interfere extends to and includes Bonney Lakes drilling of another well or wells at Tacoma Point to achieve full production of its certificated and permitted water rights It also includes Bonney Lakes effort to proceed to certificate on its permit rights in Tacoma Point Well No 4 referenced above Bonney Lake agrees not to seek to increase its water rights in the Tacoma Point well field for any appropriation beyond these permittedcertificated levels Bonney Lake shall not challenge directly Settlement Agreement City ofAuburn City ofBonney Lake March 3 1998 Page 6 cagreesacitybonney Exhibit A Auburn Resolution No 2925 indirectly or through third parties through legal or administrative proceedings or any other means Auburns existing water rights or Auburns efforts to use those rights in order to serve its PC PAA with water including any application to permit the withdrawal of water from wells located within LHS commonly known as Lakeland wells 5b and 5c provided that such rights in Lakeland wells 5b and 5c are supplemental to Auburnsexisting rights in wells 5 and Sa For purposes of this paragraph the word challenge shall include both direct actions such as the filing of any lawsuit complaint or letter of protest as well as indirect actions such as assisting facilitating encouraging or approving any such actions on the part of a third party Each party will terminate and withdraw any pending challenges to the others water rights that have been initiated Each party expressly reserves the right to challenge any application for new water right or change in water right that is made after the date of this Agreement provided that any application for certification of a water right for which a party already holds a permit shall not be deemed an application for new water right or change in water right made after the date of this Agreement Settlement Agreement City ofAuburn City ofBonney Lake March 3 1998 Page 7 careesacitybonney Exhibit A Auburn Resolution No 2925 9 In order to facilitate the practical and efficient provision of water service to the portion of LHS outside Bonney Lakes current water service area the parties will work together cooperatively to agree on an amendment of their respective water service area boundaries in this area 10 At such time as either party wishes to pursue the development of additional water source or supply or water storage facilities in the vicinity of LHS the party will provide notice of same to the other party and the parties will thereupon meet to confer with respect to their respective needs and interests in regard to additional source supply or storage Should it appear that the interests of the parties are sufficiently aligned the parties will mutually agree to join in the development of said additional source supply or storage facilities on such terms as the parties may agree are equitable 11 In the future at such time as Auburns water system has been more fully developed in the area of LHS andor on its common boundary with Bonney Lakes water service area the parties may agree that it is in their mutual best interests and the best interests of their respective customers to enter into an agreement providing for one or more interties between their water systems to be constructed Settlement Agreement City of Auburn City of Bonney Lake March 3 1998 Page 8 cagreesacitybonnel Exhibit A Auburn Resolution No 2925 12 Each party agrees to sign such documents and to take such actions as are necessary to implement the purpose and intent of this Agreement 13 Time is of the essence under this Agreement The terms of this Agreement shall be specifically enforceable by the parties hereto 14 Each of the individuals signing this Agreement on behalf of a party warrants that heshe has the authority to sign the Agreement and thereby to bind the party on whose behalf heshe signs 15 This Agreement shall be binding on the heirs successors and assigns of the parties 16 This Agreement is designed strictly for the purpose of compromising disputed claims and avoiding the expense and risks of litigation The Agreement shall be construed according to the fair intent of the language as a whole and not for or against either party 17 In the event of any disputes arising out of the implementation or enforcement of this Agreement the parties agree to submit said disputes first to mediation and if mediation is unsuccessful then to binding arbitration in accordance with Ch 704 RCW provided however that each party reserves the right to seek injunctive or other similar equitable relief from a court of competent jurisdiction in Settlement Agreement City ofAuburn City ofBonney Lake March 3 1998 Page 9 cagreesacitybonney Exhibit A Resolution No 2925 order to preserve the status quo pending any mediation or arbitration or to otherwise protect a right or remedy that might otherwise be lost if such interim relief were not obtained 18 This Agreement shall not waive Auburns right to assess and collect any taxes assessments or fees which it is otherwise authorized under law to assess or collect on any water service provided that Auburns assessment and collection of any such taxes assessments or fees with respect to any area served with water by Bonney Lake shall be upon the same terms as Auburnsassessment and collection of any such taxes assessments or fees with respect to areas served with water by Auburn By Its By CITY OF AUBURN CHARLES A BOOTH Its Settlement Agreement City ofAuburn City ofBonney Lake March 3 1998 Page 10 agreesacitybonneyl Exhibit A Resolution No 2925 EXISTING 6INCH AND 12INCH WATER MAINS APPURTENANCES CUSTOMERS ALON 2ND TRANSFEjtRED TO iAUL EXlSTINO 6WATE MAIN IN BETWEEN 2nd ST AND 4h ST TRANSFERRED TO AUBURN BONNEY LAKE TO RETAIN 2 DI WATER MAi TACOMA POINT T LEGEND EXISTING BONNEY LAKE WATER MAIN PROPOSED t2 DIAMETER WATER MAIN TO BE PROVIDED BY AUBURN mmmmmm EXIST BONNEY LAKE WATER MAIN tN FRANCHISE WllH AUBURN EXISTING BONNEY LAKE WAIR Al TO E R BURN EXHIBIT A CITY OF AUBURN AND CITY OF BONNEY LAKE SETTLEMENT AGREEMENT SCALE I 1000 King County erce URBAN GRO SERVICE AR TH AREAWATER EA BOUNDARY TO FOLLOW PRPERTYLINES CENTERLIN OF RIGHTOFWAY OR NORTHWEST BOUNDARY OF GAS NATURAL GAS PIPELINASEMENT EXHIBIT B CITY OF AUBURN AND CITY OF BONNEY AREA TO REMAIN IN BONNEY SETTLEMENT AGREEMENT LAKE SERVICE AREA IN PERPETUITY BONNEY LAKE WATER SERVICE AREA BOUNDARY SCALE 1 1500 RESOLUTION NO 3 0 i 8 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN3WASHINGTONAUTHORIZINGTHEMAYORANDCITYCLERKTOEXECUTEASERVICEAREAAGREEMENTBETWEENTHECITYANDTHECITYOFBONNEY4LAKETOESTABLISHABOUNDARYBETWEENTHEIRCONTIGUOUSSERVICE AREA RELATING TO WATER SERVICE5 6 WHEREAS Bonney Lake is engaged in the business of 7 providing water service to the public located in certain areas 8 of Pierce County in the State of Washington and 9 WHEREAS the City of Auburn is engaged in the business of 10 providing water service to the public located in certain areas11 of King and Pierce Counties in the State of Washington and12 WHEREAS the parties desire to enter into a formal13 14 Service Area Agreement to establish a boundary between their 15 contiguous service area in Pierce County in order to avoid any 16 duplication or overlap of water service and to provide the 17 most efficient service to their respective customers and 18 WHEREAS the City of Auburn and the City of Bonney Lake 19 have entered into a Settlement Agreement related to water 20 service to the Lakeland Hills South development in which 2 according to Section 9 the Cities have agreed to work 22 together cooperatively to facilitate a practical efficient 23 boundary between the two systems 24 25 26 Resolution No 3018 November 17 1998 Page 1 NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN 2 WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH 3 RESOLVES THAT 4 Section 1 The Mayor and City Clerk of the City of 5 Auburn are herewith authorized to execute a Service Area Agreement between the City and the City of Bonney Lake to 7 establish a boundary between their contiguous service area 8 relating to water service A copy of said Agreement is 9 attached hereto denominated as Exhibit A and made a part 10 hereof as though set forth in full herein 11 Section 2 The Mayor is hereby authorized to implement12 such administrative procedures as may be necessary to carry out the directives of this legislation14 15 DATED this 7th day of December 1998 17 CITY OF AUBURN 18 19 21 CHARLES A BOOTH MAYOR 22 24 25 26 Resolution No 3018 November 17 1998 Page 2 2 ATTEST 4 6 Danielle E Daskam City Clerk 7 8 9 APPROVED AS TO FORM 10 12 Michael J Reynolds 14 City Attorney 15 17 18 19 20 21 22 23 25 Resolution No 3018 November 17 1998 Page 3 SERVICE AREA AGREEMENT This Agreement dated Deeer191998 is made and entered into by and between the City of Bonney Lake a Washington municipal corporation Bonney Lake and the City of Auburn a Washington municipal corporation Auburn Whereas Bonney Lake is engaged in the business of providing water service to the public located in certain areas of Pierce County in the State of Washington Auburn is engaged in the business of providing water service to the public located in certain areas of King and Pierce Counties in the State of Washington and Whereas the parties desire to enter into a formal service area agreement to so establish a boundary between their contiguous service area in Pierce county in order to avoid any duplication or overlap of water service and to provide the most efficient service to their respective customers and Whereas The City of Auburn and the City of Bonney Lake have entered into a Settlement Agreement related to water service to the Lakeland Hills South development in which according to section 9 the Cities have agreed to work together cooperatively to facilitate a practical efficient boundary between the two systems Bonney Lake and Auburn therefore agree as follows 1 This Agreement is entered into pursuant to the Pierce County Coordinated Water System Plan which Plan and Appendices are incorporated herein by this reference 2 The contiguous water service boundary between Bonney Lake and Auburn is agreed upon by both parties as shown on the attached maps Exhibit A and as described in Exhibit B which by this reference are incorporated herein 3 Bonney Lake and Auburn may by mutual written amendmentsto this Agreement make such adjustments to the service boundary as they may mutually agree upon from time to time so that water service to new service locations in dose proximity to the service boundary may be provided in an efficient effective and economical manner Any such adjustments shall be documented by modifying the attached maps which when so modified and agreed to by the parties shall constitute amendments to this Agreement Minor adjustments consisting of ten acres or less may be authorized by the Public Works Director or Superintendent of each party 4 Except as specifically set forth herein this Agreement shall not modify the Settlement Agreement referenced above Senrice Axea Agreement Exhibit A City ofBonney Lake and City ofAuburn Resolution No 3018 111698 Page 1 of 3 City of Auburn IN WITNESS WHEREOF we have hereumo set our hands and seals CITY OF AUBURN ATTEST Daelle E Daskam City Clerk APROVEDAS TO FORM Michel J Reynolds City Attorney STATE OF WASHINGTON County of King I certify that I know or have satisfactory evidence that Charles A Booth and Danidle E Daskam were the persons who appeared before me and said persons acknowledged that they signed this instrument on oath stated that they were authorized to execute the instrument and acknowledged it as the MAYOR and CITY CLERK of the CITY OF AUBURN to be the free and voluntary act of such paxties for the uses and purposes mentioned in this instrument Dated g r Notary Public in and for the State of Washington residing at My appointmntz4phes Service Area Agreement City of Bonney Lake and City of Auburn 1 1698 Page 2 of 3 OY LAKE OBY z STATE OF WASHINGTON County of Pierce I certify that I know or have satisfactory evidence that Bob Young was the person who appeared before me and said person acknowledged that they signed this instrument on oath stated that they were authorized to execute the instrument and acknowledged it as the MAYOR of the CITY OF BONNEY LAKE to be the free and voluntary act ofsuch parties for the uses and purposes mentioned in this instrument Dated I Z 6 q Notary Public in andr the State of Washington npoamttmentexes Service Area Agreement City ofBonney Lake and City of Auburn 111698 Page 3 of 3 LEGAL DESCRIPTION FOR PROPOSED AUBURNBONNEY LAKE WATER SERVICE AREAS OF SECTION 6 TOWNSHIP 20 NORTH RANGE 5 EAST OF WM PIERCE COUNTY WASHINGTON LINE DESCRIBED AS THE BORDER BETWEEN THE CITY OF AUBURN AND BONNY LAKE WATER SERVICE AREAS MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCING FROM THE SOUTH QUARTER CORNER OF SECTION 6 TOWNSHIP 20 NORTH RANGE 5 EAST THENCE NORTH 01 12 59 EAST A DISTANCE OF 7 1361 FEET TO THE NORTHERLY MARGIN OF LAKE TAPPS PARKWAY EAST THENCE IN A NORTHWESTERLY DIRECTION ALONG THE NORTH LINE OF SAID PARKWAY NORTH 71 22 39 WEST A DISTANCE OF 44058FEET TO THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS POINT BEARING NORTH 18 37 21 EAST A DISTANCE OF 96000FEET THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 11 22 29 AN ARC DISTANCE OF 19059FEET THENCE LEAVING SAID MARGIN NORTH 01 28 45 WEST A DISTANCE OF 262981 FEET THENCE NORTH 58 56 04 EAST A DISTANCE OF 53296FEET THENCE NORTH 37 29 20 EAST A DISTANCE OF 17829FEET THENCE NORTH 49 21 27 EAST A DISTANCE OF 41004FEET TO A POINT OF A NONTANGENTCURVE TO THE LEFT HAVING A RADIUS POINT BEARING NORTH 49 37 08 EAST HAVING A DISTANCE OF 45400FEET THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 27 21 25 AN ARC DISTANCE OF 21677FEET THENCE SOUTH 67 44 15 EAST A DISTANCE OF 4708 FEET TO A POINT OF A NONTANGENTCURVE TO THE LEFT HAVING A RADIUS POINT BEARING SOUTH 69 16 55 EAST A DISTANCE OF 92750FEET THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 10 09 01 AN ARC DISTANCE OF 16431 FEET THENCE SOUTH 10 34 04 WEST A DISTANCE OF 16357FEET THENCE IN A NORTHEASTERLY DIRECTION ALONG THE NORTH LINE OF LOT G OF BOUNDARY LINE ADJUSTMENT RECORDED UNDER AUDITORS FILE 9808310329 NORTH 75 13 36 EAST A DISTANCE OF 54899FEET TO THE EASTERLY LINE OF LOT G THENCE NORTH 11 28 56 WEST A DISTANCE OF 5664 FEET TO THE SOUTHERLY LINE OF LOT B PER SAID BOUNDARY LINE ADJUSTMENT THENCE NORTH 75 13 36 EAST A DISTANCE OF 56063 FEET TO THE WESTERLY MARGIN OF LAKELAND HILLS WAY SE THENCE NORTH 14 46 24 WEST A DISTANCE OF 13804FEET THENCE LEAVING SAID WESTERLY MARGIN NORTH 75 13 36 EAST A DISTANCE OF 6300 FEET TO THE EASTERLY MARGIN OF LAKELAND HILLS WAY SE THENCE IN A NORTHWESTERLY DIRECTION ALONG SAID MARGIN NORTH 14 46 24 WEST A DISTANCE OF 35316FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS POINT BEARING SOUTH 75 13 36 WEST A DISTANCE OF 54567FEET THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 19 07 09 AN ARC DISTANCE OF 18208 FEET TO THE POINT OF A CURVE TO THE RIGHT HAVING A RADIUS POINT BEARING NORTH 60 27 56 EAST A DISTANCE OF 3500 FEET THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 84 32 04 AN ARC DISTANCE OF 5164 FEET THENCE NORTH 55 00 00 EAST A DISTANCE OF 20852FEET THENCE NORTH 53 05 27 EAST A DISTANCE OF 15008 FEET THENCE NORTH 55 00 00 EAST A DISTANCE OF 16623 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS POINT BEARING NORTH 35 00 00 WEST A DISTANCE OF 43000FEET THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 37 44 40 AN ARC DISTANCE OF 28327FEET TO THE POINT OF A CURVE TO THE LEFT HAVING A RADIUS POINT BEARING NORTH 72 4400WEST A DISTANCE OF 103000 FEET THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 00 56 13 AND AN ARC DISTANCE OF 1684FEET TO THE NORTHERLY SECTION LINE OF SECTION 6 TOWNSHIP 20 NORTH RANGE 5 EAST THENCE ALONG THE NORTH LINE OF SECTION 6 SOUTH 88 34 43 EAST A DISTANCE OF 80823 FEET TO THE NORTHEAST CORNER OF SAID SECTION 6 TERMINUS OF SAID BOUNDARY 98119C001 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RESOLUTION NO 3 0 1 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN EMERGENCY FIRE FLOW PROTECTION AGREEMENT BETWEEN THE CITY AND THE CITY OF BONNEY LAKE WHEREAS by Resolution No 2925 the City of Auburn approved an agreement with Bonney Lake on water service and WHEREAS by unanimous adoption at the March 2 1998 Council Workshop Bonney Lake approved an agreement with the City of Auburn on water service and WHEREAS the Lakeland PUD in Pierce County is located in the Bonney Lake water service area as defined in the 1995 Pierce County Coordinated Water System Plan and WHEREAS in the Lakeland Annexation and Utilities Agreement Ordinance No 4867 and Amendment to the Lakeland Annexation and Utilities Agreement Resolution No 2955 The Lakeland Company hereinafter referred to as TLC agreed to comply with City of Auburnsurban service standards and WHEREAS by separate agreement The Lakeland PUD in Pierce County is served by the Auburn Fire Department as agreed in Section 16 of the Amendment to the Lakeland Annexation and Utilities Agreement Resolution No 2955 and the Lakeland Annexation and Utilities Agreement Ordinance No 4867 and Resolution No 3019 November 17 1998 Page 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WEREAS the City of Auburns minimum fire flow service standard is 2500 gpm for 3 hours with residual pressure of 20 psi as defined in the 1995 Comprehensive Water Plan and amended in 1997 by Ordinance No 5051 and WEREAS TLC desires to build MultiFamily Developments Division 1 Phase 4 1P4 and Lots 5 6 and 7 hereinafter referred to as the Multifamily Development Area in the immediate future within the Lakeland PUD in the Bonney Lake Water Service Area and WHEREAS TLC has requested Bonney Lake enter into an agreement with the City of Auburn to provide an emergency intertie for fire flow in order that TLCs development meet AUBURNsfire flow service standards and WEREAS Bonney Lake is unable at this time to meet AUBURNs fire flow requirements and desires to enter into an agreement for an emergency intertie for fire flow for the proposed Lakeland Company Multifamily Development Area and WEREAS the City of Auburns water service area abuts BONNEY LAKEs water service area and Auburns system has adequate infrastructure to provide the emergency intertie for fire flow protection to the Multifamily Development Area and Resolution No 3019 November 17 1998 Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WHEREAS AUBURN is willing to provide emergency fire flow to TLCs proposed Multifamily Development Area in consideration of Lakelands agreement to pay to the City of Auburn a fire flow development charge and WHEREAS TLC pursuant to a separate agreement has agreed to compensate the City of Auburn for Auburns providing to Bonney Lake pursuant to this agreement an intertie for emergency fire flows to the proposed Multifamily Development Area NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute an Emergency Fire Flow Protection Agreement between the City and the City of Bonney Lake A copy of said Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 3019 November 17 1998 Page 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 DATED this 7th day of December 1998 CITY OF AUBURN CHARLES A BOOTH MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM Michael J Reynolds City Attorney Resolution No 3019 November 17 1998 Page 4 EMERGENCY FIRE FLOW PROTECTION AGREEMENT City of Auburn and the City of Bonney Lake THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as AUBURN and the City of BONNEY LAKE hereinafter referred to as BONNEY LAKE WITNESSETH WHEREAS By Resolution 2925 AUBURN approved an agreement with BONNEY LAKE on water service and WHEREAS By unanimous adoption at the March 2 1998 Council Workshop BONNEY LAKE approved an agreement with AUBURN on water service and WHEREAS the Lakeland PUD in Pierce County is located in the BONNEY LAKE water service area as defined in the 1995 Pierce County Coordinated Water System Plan and WHEREAS in the Lakeland Annexation and Utilities Agreement Ord 4867 and Amendment to the Lakeland Annexation and Utilities Agreement Res 2955 The Lakeland Company hereinafter referred to as TLC agreed to comply with AUBURNsurban service standards and WHEREAS by separate agreement The Lakeland PUD in Pierce County is served by the AUBURN Fire Department as agreed in Section 16 of the Amendment to the Lakeland Annexation and Utilities Agreement Res 2955 and the Lakeland Annexation and Utilities Agreement Ord 4867 and WHEREAS AUBURNsminimum fire flow service standard is 2500 gpm for 3 hours with residual pressure of 20 psi as defined in the 1995 Comprehensive Water Plan and amended in 1997 by Ordinance 5051 and WHEREAS TLC desires to build MultiFamily Developments Division 1 Phase 4 1P4 and Lots 5 6 and 7 hereinafter referred to as the MULTIFAMILY DEVELOPMENT AREA in the immediate future within the Lakeland PUD in the BONNEY LAKE Water Service Area WHEREAS TLC has requested BONNEY LAKE enter into an agreement with AUBURN to provide an emergency intertie for fire flow in order that TLCs development meet AUBURNsfire flow service standards and Emergency Fire Flow Protection Agreement City ofAuburn and City ofBonney Lake 111398 Page 1 of5 Exbi bit A Resolution No City of Auburn 3019 WHEREAS BONNEY LAKE is unable at this time to meet AUBURNsfire flow requirements and desires to enter into an agreement for an emergency intertie for fire flow for the proposed Lakeland Company MULTIFAMILY DEVELOPMENT AREA and WHEREAS AUBURNswater service area abuts BONNEY LAKEswater service area and AUBURNssystem has adequate infrastructure to provide the emergency intertie for fire flow protection to the MULTIFAMILY DEVELOPMENT AREA and WHEREAS AUBURN is willing to provide emergency fire flow toTLCs proposed MULTIFAMILY DEVELOPMENT AREA in consideration of Lakelands agreement to pay to AUBURN a fire flow development charge and WHEREAS TLC pursuant to a separate agreement has agreed to compensate AUBURN for AUBURNsproviding to BONNEY LAKE pursuant to this agreement an intertie for emergency fire flows to the proposed MULTIFAMILY DEVELOPMENT AREA and NOW THEREFORE IT IS MUTUALLY AGREED as follows In the event a fire flow emergency occurs within the Lakeland South Multi Family Developments of Division 1 Phase 4 1P4 and Lots 5 6 and 7 hereinafter referred to as the MULTIFAMILY DEVELOPMENT AREA requiring fire flows beyond what the BONNEY LAKE System can deliver the AUBURN Fire Chief or hisher designee is hereby authorized to open the valve in the water main between the two systems to provide the required fire flow The authorization granted in section 1 above herein is intended to serve as emergency fire flow protection for the MULTIFAMILY DEVELOPMENT AREA only Water shall not be withdrawn from the AUBURN Water System for any other purpose than that described in section 1 without prior written approval from AUBURN A fire flow emergency is defined as a fire event that requires fire flow capacity beyond that which the BONNEY LAKE System is able to provide as required under AUBURNs 1995 Comprehensive Water Plan and amended in 1997 by Ordinance 5051 to the MULTIFAMILY DEVELOPMENT AREA In the event if it becomes necessary for the AUBURN Fire Chief or hisher designee to open the valve as described in the above sections no fees will be charged to BONNEY LAKE for water consumed 5 This agreement does not authorize or permit AUBURN to utilize water from the BONNEY LAKE Water System Emergency Fire Flow Protection Agreement City ofAuburn and City ofBonney Lake 111398 Page 2 of5 This agreement shall terminate when BONNEY LAKE provides documentation that demonstrates to AUBURN that infrastructure has been developed to meet AUBURNsurban service standards for fire flow o Each participant agrees to defend indemnify and hold harmless the other participant from and against any liability loss cost damage or expense of any kind and nature arising out of injury to person or damage to property in any manner caused by the negligent act or omission of the indemnifying individual participant in performance of its work pursuant to in connection with this agreement Should a dispute arise between the parties that cannot be resolved satisfactorily a mediator mutually acceptable to the parties shall resolve the dispute through the use of mediation at equal cost to each party Should the parties not be able to satisfactorily resolve the dispute through mediation the forum for resolution shall be Pierce County Superior Court The prevailing party will be entitled to attorney fees and costs 9 If any provision of this agreement shall be unenforceable or invalid for any reason the remaining sections shall be in force and effect 10 In the event TLC fails to make payment as provided in its Emergency Fire Flow Protection Agreement with AUBURN AUBURN is under no obligation to provide emergency fire flow to BONNEY LAKE for the MULTIFAMILY DEVELOPMENT AREA Emergency Fire Flow Protection Agreement City ofAuburn and City ofBonney Lake 111398 Page 3 of5 IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN CHARLES A BOOTH MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM Michael J Reynolds City Attorney STATE OF WASHINGTONSSCountyofKing I certify that I know or have satisfactory evidence that Charles A Booth and Danielle E Daskam were the persons who appeared before me and said persons acknowledged that they signed this instrument on oath stated that they were authorized to execute the instrument and acknowledged it as the MAYOR and CITY CLERK of the CITY OF AUBURN to be the free and voluntary act of such parties for the uses and purposes mentioned in this instrument o 11 G Notaw Public p and forhe State of WashingtonWASresidingat My appointment exires Emergency Fire Flow Protection Agreement City ofAuburn and City ofBonney Lake 111398 Page 4 of5 BOB6O STATE OF WASHINGTON SS County ofPierce I certify that I know or have satisfactory evidence that Bob Young was the person who appeared before me and said person acknowledged that they signed this instrument on oath stated that they were authorized to execute the instrument and acknowledged it as the MAYOR ofthe CITY OF BONNEY LAKE to be the free and voluntary act ofsuch parties for the uses and purposes mentioned in this instrument Dated Notary Public inand forleSate ofWashington residing at My appointment expires Q LMbd REF HFACFAC2385E981268 Emergency Fire Flow Protection Agreement City ofAuburn and City ofBonney Lake 111398 Page 5 of5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ORDINANCE NO 5 I 6 3 AN ORDINANCE OF THE CITY OF AUBURN WASHINGTON AUTHORIZINGTHEMAYORTOEXECUTEANEWFRANCHISEAGREEMENTBETWEENTHECITYOFAUBURNANDPIERCECOUNTYTOCONSTRUCTOPERATEANDMAINTAINWATERPIPELINESFORAWATERSYSTEMOVERINALONGACROSSUNDERANDUPONCERTAINPUBLICROADSANDHIGHWAYSINPIERCECOUNTYWASHINGTONINTILSEPTEMBER2003 WHEREAS the City of Auburn wishes to expand their water line system to areas outside the current boundaries and WHEREAS the City of Auburn has applied to Pierce County and has been granted a nonexclusive ranchise to construct and maintain water pipelines with appurtenances for a water system in across under upon along and over certain public roads and highways in Pierce County Washington as hereinafter set forth NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON DO ORDAIN AS FOLLOWS Section 1 AGREEMENT The Mayor of the City of Auburn is herewith authorized to execute a Franchise Agreement between the City of Auburn and Pierce County to construct operate and maintain water pipelines for a water system over in across under and upon certain public roads and highways in Pierce County Washington A copy of said Agreement is attached hereto denominated as Exhibit A and a copy of Pierce County Ordinance No 9872 approving the franchise is Ordinance No 5163 September 30 1998 Page 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 1 2 attached hereto denominated as Exhibit B and made a part hereof as though set forth in full herein Section 2 AUTHORIZATION The authorized to implement such administrative Mayor is hereby procedures as may be necessary to carry out the directives of this legislation Section 3 This Ordinance shall take effect and be in force five 5 days from and after its passage approval and publication as provided by law INTRODUCED October 19 1998 PASSED October APPROVED October 19 1998 19 1998 CHARLES A BOOTH MAYOR ATTEST Danielle E DaskamCityClerk uPROVED AS TO FORM Michael J ReynoldsCityAttorney Published Ordinance No 5163 SepteRber 30 1998 Page 2 9112020061 122D 082FoPt2800 ReturAddress Sandy Bassett Pierce County Council 930 Tacoma Ave S Roc 1046 lTacoma WA 98402 Please print lecbly or typenformaon l OE6 I 6 1998 PIERCE COUNTY COUNCIL Document Titles Or txansactions confined therein 1 Orddnance U o 72 3 4 Grantors Last name first then iht mand 1 Pierce County2 3 5 itAdditional Nam on P age of Document Grantees Last ne rstthen first name and in3rh 1 OrdSvmnce Numtr 9872 2 3 4 5 J Additiqnal Names on Page ofDocument Legal Description Abbreviated iklot block plat or section oiv range in Sections 5 6 7 8 Towrtp20 NoreJq Paage 4 lt Legal Description i on Page 5 6 ofDocument leferenceNumbers Of documents assigedor relied na AddolReiceNbeon Page ofDt Assessors Properw TPceUAccotNber Not assi Auditoreeoer 1ryon eofionmolded on covsh estuff notcmenttoveHeacorcompItcssocenomdonprodhcr 9811020061 1 2 4 5 6 10 11 12 iA 17 18 19 2O 21 22 23 2A 2 25 27 FILE NO 80 Sponsored by Requestedby PROPOSAL NO 9872 Councilmember Jan Shabro County ExecutivePublic Works and Utilities Department ORDINANCE NO 9875 AN ORDINANCE OF PIERCE COUNTY COUNCIL RANTIN A NONEXCLUSIFE FRANCHISE TO k CITY OF AUBUIN A MUNICIPAL COPPOtATION OF T STATE OF WASHINGTON FOR LOCATION OF WATER LINs ON CERTAIN COUNTYOWNED RIGTSOFWAY AND ADaORIZIN A COUNTY EXECUTIVE TO EXEu AZU FPNCHISE WHEREAS The City of Auburn a municipal corporation of the State6fWashingtonhasappliedforanonexclusivefranchisetoconstructoperateandmaintainawaterlinesysteminacrossoveruponalongandundercertainCountyroadshighwaysandotherCounty property in Pierce County Washington as hereinafter set forth and WIERF2S Said application came onreglarly for hearing before the Pierce County Council on the date set forth below under the provisions of Chapter 3655 State SessionLaws of 1937 and WHEREAS It appears to the Council that notice of said hearinghasbeendulygiventothepublicandthoseinterestedinprovidingthesameserviceappliedforbytheapplicantasrequiredbylawandthauitisinthpublicinteresttograntthefranchiseNOWTHEREFOREBEITORDAINEbbytheCouncilofPierceCounty Section A nonexclusive franchise a cony of which is attached hereto and identifiedas Exhibit A is hereby give and i of2 1 7 8 9 10 12 14 17 9 20 21 22 23 24 25 26 27 28 ORDINANCE NO 9872 continued granted to the City of Auburn a municipal corporationofthe State of Washington hereinafter referred to as the Grantee for aperiod of five years from and after the date of filing of the franchisato be granted with the Clerk of the Pierce County Council Section The City of Auburn must indicate its full acceptance of this franchise and all its terms and conditions within thity days from the effective date of this Ordinance Said acceptance is to be in writing and filed with the Clerk of the Pierce County Counciland shall be a condition precedent to the validity of said fanchise and unless the franchise is accepted within such time this grant of permission shall be null and void Section 3 The Executive 9f Pierce County is hereby authorized to execute said franchise PASSED this S day of 1998 ATTEST PIERCE COUNTY COUNCILPierceCountyWashington Clerk of theC6uncil Council Chair Deputy rosecuigAttorney Appod Veedayof this 1998 Approved s to nsurance d Bond Retirements Only isk MagementPULIOiNNOC pt2 9 1998EPVDAr281982of2 9812020061 1 2 3 5 6 7 8 9 0 11 2 13 ia 15 17 18 19 2O 2 22 23 24 25 27 28 EXHIBIT TO ORDN NO qf7 In the Matter of the Application of the City of Auburn a municipal corporation of the State ofWashington for a franchiseto construct operate and maintain water pipelines for a Water System over in along across under and upon certain Public Roads and Highways in Pierce County Washington EXHIBIT FR A N C H I S g Application of City of Auburn a municipal corporation of the State of Washington for a nonexclusive franchise to construct and maintain water pipelines with appurtenances for a water systiem in across under upon along and over certain public roads and highwaysinPierceCountyWashingtonashereinaftersetforthhavingcome on regularly for hearing before the County Council of ecbCountyWashingtonundertheprovisionsofChapter3655RevisedCodeof Washington and it appearing to the Council that notice of said Hearing has been duly given as required by law and that it is in thepublicinteresttograntthefranchisehereingranted NOW TbEREFOPE IT IS ORDD that a franchise be ad the sameisherebygivenandgrantedtoCityofAuburnamunicipal corporation of the State of Washington hereinafter called the Grantee for a term of five 5 years from and after the date offilingthisfranchisewiththeClerkofthePierceCountyComcilThisfranchiseisalicensefortheprivilegeandauthorityto construct maintain and operate for the said period of time a waterpipelinewithappurtenancesforawatersysteminacr0suder 9812020061 1 2 EXHIBIT A TO 8 0 11 12 13 15 17 18 19 2O 21 22 23 24 25 26 27 28 upon along and over the public roads and highways in Pierce County Washington to wit BEGINNING AT THE ESTERLY MARGIN OF THE BURLINGTON NORTHERN PALROADRIGHTOFWAY A NORTHERN PACIFIC PAILROAD RIGHTOFWAY AT T NORTH BOUNDARy OF SECTION TOWNSHIp 20 NORTH RANGE 4 EAST WM THENCE EASTERLY ALONG SAID NORTH BOUNDARY OF SECTION TO TFE NORTH4EST coRNER OF SECTION 6 TOWNSHIP 20 NORTH PAGE 5 EAST WM THENCE EASTERLY ALONG NORTH BOUNDARy OF SAID SECTION 6 AND ALONG THE NORTH BOUIDRy OF SECTION 5 TOWNSHIP 20 NORTH RANGE 5 EAST WM TO THE NORTiEAST CORR OF SAID SECTION 5 TRNCE SOUTHERLY DLONG THE EAST BOUDARY OF SAID SECTION 5 TO EASTERLY tRGINOF182nd AVENUE EAST TpNCE SOUTRLy DLONG SAID EASTERLy FtARGIiN OF 182nd AVENuS FST TO cIE SOUTELy 5LRGiN OF 6th STREET EAST AK3 NORTH TAPPS RODD THENCE WESTERLY LONG SAID SOUTHERLY ARGIN OF 16th STREET EAST TO A POINT ON THE SOUTH BOUArDDRy OF THE NORTH 3000 FEET OF T NORTAST QURTER OF SECTION 8 TOWNSHIP 20 NORE RmNGE5 AST WM THENCE WESTERLY ALONG SAID SOUTH BOUNDARy OF THE NORTH 3000 FEET OF THE NORTEJtST QURTER OF SECTION 8 TO F2E SOUghT COPNER TIREOF THENCE NORTPRLy ALONG THE WESTERLY BOUNDARy OF SAID NORmAqTQURTER OF SECTION 8 TO THE NORTnESTCORNER TREOFTHENCE WESTERLY DLONG SAID NORTH BOLrNDARY OF SECTION 8 TO NORTiJIST CORNER OF NORTH FLFOF TKE NORTWSTQURTER OF SAID NORTH4EST QUARTER OF SECTION 8 TLENCESOUTHERLY ALONG THE EAST BOUNDARy OF SAID NORTH HALF OF THE NORTHWESTQUARTER OF THE NORn4ESTQUARTER OF SECTION 8 TO THE SOUTAST CORNER THEREOF TiEENCE WESTERLY DLONG 981010061 1 2 3 4 5 6 7 8 9 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A TO THE SOUTH BOUNDARY QF SAID NORTH HALF OF THE NORTHWEST QUARTER OF NORTHWEST QUARTER OF SECTION 8 TO THE SOUTHWEST CORiER THEREOF THENCE NORTHERLY ALONG T WEST BOUNDARy OF SAID SECTION 8 TOTHE SOUTHEAST CORNER OF THE NORTH 33000 FEET OF THE NORTHSTQUARTER OF SECTION 7 TOWNSHIP 20 NORTH RANGE 5 EAST WM TBNCE WESTERLY ALONG SOUTH BOUNDARy OF SAID NORTH 33000 FEET OF THE NORTHEAST QUARTER OF SECTION 7 TO SOUTHWEST CORNER THEREOF THENCE NORTHERLY TO THE SOUTET CORNER OF THE SOUTTSTQUltRTER OF SAID SECTION 6 TFNCE WESTERLy ALONG SOUTH BOUNDARy OF SAID SECTION 6 TO SOTrnASTCORNER OF GOVERNMENT LOT No 7 IN SAID SECTION 6 THENCE NORTHERLy ALONG TF AST BOUNDARY OF SAiD GOVERiNEITLOT No 7 TO THE NORTHEAST CORbEK REOF THENCE WSTERLy DNG T NORTH BOUNDARY OF SAID GOVERNMENT LoT No 7 TO T MARGIN OF SAID BURLINGTON NORTTT RAILROAD RIGHTOFWAY TENCE NORTHERLY ALONG SAID EASTERLY MARGIN OF TF BURLINGTON NORTEEN RAILROAD RIGHTOFWAY TO T POINT OF BEGINNING In the construction andinstallations of water system appurtenances and the excavation of trenches on county roads for the purposes of laying relaying connecting disconnecting repairing mains and pipes and making connections between the same tothedwellingsandothebuildingsoftheconsumerstheGranteeshallbegovernedbyandconformtothegeneralrulesadoptedbythPublicWorksandUtilitiesTransportationSevicesofPierceCountyWashingtonandtheranteeatnoexpensetotheCountyshall 9812020061 3 5 6 7 8 9 10 1 12 13 5 7 18 9 2O 2 22 23 2 25 25 27 28 EXHIBIT A TO complete all such work and shall repair the county roads and leave the same in as good condition as before the work was commenced PROVIDED HOWEVER that no such work shall be done prior to the obtaining of a permit therefor issued by the Pierce County Public Works and Utilities Director hereinafter Director which permits shall set forth conditions pertaining to the work to be done and specifications for the restoration of the roads to the same condition as they were prior to such work and PROVIDED FURTFR the Director may in his or her discretion reuire a bond in a sum sufficient to guarantee to Pierce County that such roads shall be restored to the same condition as existed prior to such work If the Grantee does not repair the county roads to the satisfaction of the Direczor the County Department of Public Works and Utilities Transportaiion Sevices may at its sole discretion repair such county roads or cause them to be repaired and the Grantee hereby agrees to reimburse the County of Pierce for the cost of such work including overhead The water mains and ppes shall be laid down as directed by the Director at a depth of not less than hirtysix inches below the surface of the ground along the county roads and in such a marhner as not to interfere unnecessariywith the construction of sewersand drains nor with the gading of the county roads All surface appurtenances to the water system shall be installed or conssructed as approved by the Director 9812020061 9 12 16 17 2O 21 22 27 1 2 3 6 7 EXHIBIT A TO III All work done under this franchise shall be done in a thorough and professional manner During the laying of water pipes and conduits and the digging of itches therefor the Grantee shall leave ditches in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to insure that damage or injury shall not occur or arise by reason of such work and that where any ditches or trenches are left open at night the Grantee shall plae at all crossings suitable lights in such a position o uard against danger and the Grantee shall be liable for all properydamage or personal injury which may be caused by reason of any injury sustained through its negligence by reason of any person animal or property being injured through ay negligence of the Grantee or by reasonof any damage caused tSrough he neect to properly uard any ditches or trenches dug or maintained by the Grantee The Direct0r may specify actions to be taken to insure the safety of the public and the Grantee shall comply with such specifications IV The County of Pierce in he ranting of tisfrchlse does not waive any rights which it now holds or may hereafter acquire and this order shall not be construed so as to deprive the County of Pierce of any powers rights or rivileges which it now has or may hereafter cquireincluding the right of eminent domain to regulate the use and control of the county roads covered by this franchise or to go upon any and all county roads and highways for the puzose of 982020061 2 6 7 8 9 0 11 12 13 5 17 8 19 20 21 22 23 24 25 25 27 28 EXHIBIT A TO constructing and improvigg the same in such a manner as the County of Pierce or its representatives may elect V Grantee shall provide a certificate of insurance showing evidence of commercial general liability and property damage liability insurance which includez but iz not limited to the operations Of the Grantee the Granteesprotective liability productscompleted operations coverage broad form barket contractual liability Commercial General Liability InsuranceBodilyInjuryLiability Property Damage Liability 000000 Each 250000 Each or CONED SINGLE LIMIT COVERAGE OF 1000000 The eneral recpirements of the policy shall contain Pierce County is named as an additional insured as respects in this lease and such insurance as is carried by the Grantee for the operation of its facility In the event of nonrenewal cancellation or material change in the coverage provided thirty days written will be furnished to the County prior to the date of non renewal cancellation or change Such notice shall be 9812020061 9 1 3 4 5 10 11 12 14 5 17 19 2O 22 25 26 27 2S A TO m sent to the Director Public Works and Utilities Transportation Services 2401 South 35th Street Suite 150 Tacoma Washington 98409 Pierce County has no obligation to report occurrences to the insurance companies unless a claim is filed with the Pierce County Council and Pierce County has no obligations to pay premiums The Granteesinsurance policies shall contain a cross liability endorsement substantially as follows The inclusion of more than one Insured under this policy shall not affect the rights of any Insured as respects uny claim suit or judgment made or brought by or for any other insured or by or for any eployee of any other insured This policy shall protect each Insured in the same manner as though a separate policy has been issued to each exceptthatnothinghereinshalloperatetoincreasethecompanystliabilitybeyondtheamountoramountsforwhichthe CODan would have been liable had only one Insured been named The Granteesinsurance is primary over any insurance that may be carried by Pierce County Gantee agrees to provide proof of insurance each year to Pierce County The Grantee agrees to defend indemnify and save harmless 9812020061 EXHIBIT A TO PierceCountyitsappointedandelectedofficialsandemployees2fromandagainstalllossorexpenseincludingbutnotlimitedto3judgmentssettlementsattorneysfeesandcostsbyreasonsofany4andallclaimsanddemandsupontheCountyitselectedorappointed5officialsoremployeesfordamagesbecauseofpersonalorbodily6injuryincludingdeathatanytimeresultingtherefromsustainedby7anypersonorpersonsandonaccountofdamagetoroDertyincluding8lossofusethereofwhethersuchinjurytopersonsordamageto9propertyisduetothenegligenceoftheGranteeitscontractorst0itsortheiremployeesoragentsPierceCountyitsappointedor11 electedofficersoritsemployeesoragentsexceptonlysdchinjury12ordamageasshallhavebeenoccasionedbythesolenegligenceof3PierceCountyits appointed or electedofficialsor employees15Iftheclaimsuitoractionforinjuriesdeathordamagesas16providedforintheprecedingparagraphofthisfranchiseagreement17iscausedbyorresultsfromtheconcurrentnegligenceofaPierce18CountyorPierceCountysagentsoremployeesandbtheGant19ortheGrinteesagentoremployeestheindemnityprovisions20providedforintheprecedingparagraphofthisfranchiseshallbe21validandenforceableonlytotheextentoftheGrantees negligence 2223Granteespecificallyandexpresslywaivesanyimmunityder24IndustrialInsuranceTitle51RCWandacknowledgesthatthiswaiver25wasmutuallyagreeduponbythepartiesherein262728981202006 6 7 8 9 10 11 EXhibIT A TO If at any time the County of Pierce shall vacate any publicstreetroadoralleywhichissubjecttorightsgrantedbythis franchise the Pierce County Council may at their option and bygivingthirtydaysWrittennoticetotheGranteeitssuccessorsandassignsterminatethisfranchisewithreferencetosuchcountyroadstreetoralleysoacquiredandtheCountyofPierceshallnotbeliableforanydamagesorlosstotheGranteebyreasonofsuch termination VII 12 If at any time a new county road is created or established13andconstructedoranexistingcountyroadisreconstructed14realignedoritsgradeischangedorifsewerordrainage15facilitiesoranyotherfacilitieswithinfutureorexistingcounty16roadrightofwayareconstructedreconstructedmaintainedor17relocatedallsuchworktobecalledCountyProjectshereinafter18andiftheinstallationofthefacilitiesasallowedinthis 19 franchise and all supplements and changes thereto should interfere20inanymannerwithanysuchcountyprojectsthentheGanteeatno21expensetothePiercecountyshalluponnoticechangethelocation22oradjusttheelevationofitsfacilitiessothatsuchfacilities23shallnotinterferewithsuchcountyprojects 24 When relocation of Grantees facilities are required by such5countyprojectsthefollowingproceduresshallbefollowed 26 27 28 981202006 1 2 3 5 7 8 9 10 I1 12 13 14 15 6 17 18 19 2O 21 22 23 2 25 26 27 28 EXHSiT A TO Pierce County shall make available to Grantee a list of anticipated projects for each new budget period as soon as is reasonably practicable Pierce County shall provide to Grantee two sets of preliminary plans for individual projects as soon as such plans are developed to a state of reasonable certainty and shall advise Grantee of the anticipated date of start of work on such projects 3 o Grantee shall when requested by Pierce County n writing locate their facilities in the field show those locations on one set of the preliminary plans provided and return that set to Pierce County Public Works and Utilities Transportation Services within four weeks of receiving the written request Pierce County shall provide to Grantee final plans for such projects as soon as such plans are available and shall confirm or correct the anticipated date of start of work on such projects 5 Pierce County shall assist Grantee in determinin how its facilitiesshatl be relocated Such assistance by Pierce County shall include at a minimum copies of plans as reired above and specifications for such county projects and information known to Pierce County as to 981202006 5 7 8 10 1 12 13 14 17 18 19 2O 21 22 23 25 27 28 EXhibIT A TO existing survey control available for location of such county projects Such assistance shall not subject Pierce County to any liability for the costs of relocating the sbject facilities a second time if Grantee incorrectly relocated its faciliies the first time When recuested Pierce County and Grantee shall meet to discuss how county projects and utility relocations can be accomplished with the least impact on the other Pierce Countys decision shall be final in such matters but shall not be unreasonable Relocation of Granteesfacilities shall be completed in a timely manner defined as follows Relocation of Granteesfacilities shall normally be accomplished in advance of county projects In the event relocation of Granteesfacilities shall be done concurrently with such projects Pierce County shall be so notified and agree to a written schedule for relocation Compliance with such a written schedule shall be Grantees duty In no event shail relocation of Granees faciities interfere with the prosecution of county projects 981202006 1 2 3 4 5 7 10 11 12 15 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 8 A TO 32 If Grantee should not relocate its facilities in a timely manner as required above Pierce County may relocate or cause to be relocated such facilities of Grantee a Pierce County deems necessary and in the manner Pierce County deems necessary in its sole discretion Grantee hereby indemnifies and holds Pierce County its employees officers officials and aentstotally free and harmless from all and any liaiitywhich may arise from damages caused by the relocation by Pierce County of the facilities of Grantee even if such damages an liability arise from the negligence of Pierce County its employees officers officials and agents Grantee hereby indeuifies and hold harTness Pierce County its officers officials and employees from damages which may arise from Granteessfailure to relocate its facilities in accordance with the dates for completion of relocation of facilities set forth above or any other act or omission by Grantee its contractors agents officers or employees related to the provisions of this franchise 10 It shall be conclusively presumed that Pierce County will have suffered damages as a result of exercising its rights as set forth in Item 8 above and compensation for such damages will be difficult to ascertain and therefore Grantee shall compensate Pierce County for 981202006 1 8 9 10 12 13 4 19 2O 2 22 23 24 27 28 3 4 7 EXHIBIT A TO such damages in the amount of twice the amount of the cost of such relocation of Granteesfacilities by Pierce County 11 The exercise of its rights as set forth n Item 8 above by Pierce County in no way relieves Grantee of completing andor finalizing the relocation of its facilities at n exp ense to Pierce County if the relocation work done by Pierce County is incomplete 12 in theevent a law suit is brought by Pierce County against Grantee to collect damages presumed under Item 10 above for the exercise by Pierce County of its rights under Item 8 above Grantee hereby agrees the only issue will be the actual cost to Pierce County for relocating Granteesfacilities The party prevailing in such an action shall be allowed its legal fees and costs VIIi The Grantee shall not sell transfer or assign this franchise without first securing the written permission to do so upon such terms and conditions as determined by the Council of Pierce County If such permission is granted the terms and conditions set forth herein shall be binding on the Granteessuccessors and assigns unless others are imposed by the Council of Pierce County when such permission is granted 981202006 1 5 8 9 12 13 15 6 7 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A TO This franchise is granted upon the further express condition that it shall not be an exclusive franchise and shall not in any manner prohibit the County of Piere from granting any othe franchise over in along under upon and across any of the said county roads of any kind and character or territories that may be deemed proper by the Pierce County Council and this franchise shall not in any way prevent the County of Pierce from using the county roads and highways or affect the jurisdiction over them and eveq part of them by the County of Pierce with full power to make the necessary repairs changes and alterations in the sameand like maDa as though this franchise had never been granted Pierce County reserves for itself the right to so change amend modify or amplify this franchise to conform to any state staue order of the Washington Utilities and Transportation Commission or county renuetlon ordinance or rightofwayregulation as may hereafter be enacted adopted or promulgated Dd this franchise may be terminated at any time upon ninety days written notice to the Grantee to teminate this franchise if the Grantee fails to comply with its tems and conditions or if the Grantee fails to comply witk such changes amendments modifications or amplifications and upon termination Pierce County shall have a lien upon all equipment and materials erected or placed under this frenchse which lien may be enforced to reimburse Pierce County for any reasonable expenses nd payments incurred in terminating this franchise and to cure defaults by the Grantee 9812020 U6 7 8 l0 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 28 EXHiSiTI A TO 6 f Grantee agrees to and shall provide available financial information to the County upon reasonable reoest Granteeagrees to and shall during regular business hours and at its office located in Pierce County Washington allow agents of Pierce County access for inspection and reproduction of all of Granteesbusiness records gross revenue reports or rules and regulations relevant to a determination of the gross revenues received by Grantee from the area served by the facilities permitted by this franchise x In the event that the territory covered by this franchise shall at any time during the franchise period be included within the limits of any incorporated city or town the authorities of said city or town shall have the right to be exercised at their discretion to acquire by purchase or condemnation ny part of such pipes conduits and water system other than transmission lines at a price to be based upon the reasonable value of the same at the time without any additional value for the franchise or ny unexpired period thereof and upon uch acquirement this grant and franchise shall immediately terminate XI Grantee acknowledges that Pierce County Charter Section 920 franchises provides in part All franchises hall be subject to the right of the County or the people acting for themselves through referendum to repeal for cause amend or modify the franchise in the interest of the public and agrees to said condition 981202006 1 2 3 5 7 8 9 0 1 12 3 15 17 8 9 2O 2 22 23 24 25 26 27 28 Any failure to render adequateservice to the patrons of said water system or the discontinuance of such water sevices without fault on the part of the patron or ptrons involved for a period of thirty days shall work a forfeiture of this franchise at the discretion of the Pierce County Council unless the failure should result from causes beyond human control XIII Venue and jurisdiction for any controversy arising from his franchise shall be in Pierce County Washington XIV The full acceptance of this franchise and all its terms and conditions within thirty days from September 28 1998 by the City of Auburn a municipal corporationofthe State of Washington in writing is to be filed withthe Clerk of the Pierce County Council and shall be a condition precedent to its taking effect ad unless thefranchise is accepted within such time this franchise shall be null and void 981202006 1 6 7 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 29 26 27 28 EXH8T A TO Pursuant to RCW 3655090 a copy of this franchise shall be recorded in the Office of the Pierce County Auditor DATED at Tacoma Washington this 26th day of OctOber City of Auburn a uncial cor0oration of the State ofWashingtonacceptsandagreetocoplywithailthetemsandconditionsofthisfranchise Name Charles A Booth Name Printed Title City of Auburn a municipal couoration of the SateofWashington october 19 1998 Date Pierce County Office ofthe County Council 930 Tacoma Avenue South Room 1046TacomaWashington984022176 253 7987777 FAX 253 7987509 18009922456 STATE OF WASHINGTON COUNTY OF PIERCE ISANDY BASSETT Deputy Clerk ofthe Pieme County Council do hereby certify that the attached is a full true and correct copy ofthe following document ORDINANCE NO 9872 The original ofthis document is currently located in the Office of the Pierce County Council 930 Tacoma Avenue South Room 1046 Tacoma Washington 98402 IN WITNESS WHEREOF I have hereunto set my hand and affixed the official seal ofPierce County Washington this 32CLlday of tll9L 1998 PIERCE COUNTY COUNCIL PIERCE COUNTY WASHINGTON Sandy BasjttDeputyerkofthe Council 9812020061 SEC 012004 1 2 3 5 6 7 8 9 10 1 12 13 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHilT A TO Pursuant to RCW 3655080 a copy of this franchise shall be recorded in the Office of the Pierce County Auditor DATED at Tacoma Washington this 26th day of October eourf kecutive City of Auburn M municipal corporation of the State ofWashingtonacceptsandagreestocomplywithallthetermsandconditionsofthisfranchise Charles A Booth Name Printed MorTitle City of Auburn a municipal corporation of the StateofWashington October 19 1998 Date 1 RESOLUTION NO 2 9 5 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN FIRST AMENDMENT TO LAKELAND ANNEXATION T G4BETWEENTHECITYANDTHELAKELANDCOMPANYINC 5 WHEREAS the City and The Lakeland Company Inc have previously entered into the Lakeland Annexation and Utilities 7 Agreement in June 1996 and 8 WHEREAS disputes arose between the parties on the 9 interpretation and enforcement of the said Agreement and the 10 parties now desire to resolve any disputes with respect to that Agreement and with respect to all claims and obligations12 between the parties arising from events which predate the execution on of this Agreement14 NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN5 WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH18 RESOLVES AS FOLLOWS17 Section 1 The Mayor and City Clerk of the City of18 19 Auburn are herewith authorized to execute First Amendment to 20 Lakeland Annexation and Utilities Agreement with The Lakeland 2 Company Inc A copy of said Agreement is attached hereto 22 denominated as Exhibit A and made a part hereof as though 23 set forth in full herein 24 25 28 Resolution No 2955 April 29 1998 Page 1 1 Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry 3 out the directives of this legislation 4 DATED this 4t day of May 1998 5 CITY OF AUBURN 7 9 CHARLES A BOOTH 10 MAYOR 11 ATTEST 13 14 D 15 DanelleE Daskam8CityClerk 7 18 APPROVED AS TO FORM19 21 Michael J Reynolds22CityAttorney 2S 24 25 26 Resolution No 2955 April 29 1998 Page 2 PIEFCE COLINTY WA 9805210624 52119 0149 ml Fee t15700 AUDITORSNOTE LEGIB1LffY FOR RECORDING AND COPYING UII SATISFACTORY IN A PORTION OF THI INSTRU Return Address Auburn City Cerk Cil of Auburn 25 West Main St Auburn WA 98001 RECORDERS COVER SHEET Document Titles or transactions contained therein 1 Amendment to Lakeland Anneation and Utilities Agreement 2 4 Reference Numbersof Documents assigned or released NONE Additional reference s on page 3 of document Grantee Last name first then first name and initials 1 The Lakeland Company 2 3 4 Grantor Last name first 1 AUBURN CITY OF 2 3 4 Legal Description abbreviated ielot block plat or section township range SEC 6 TWP 20 N Range 5 Additional legal is on page 31 of document AssessorsProperty Tax ParcelAccount Number 0520061012 0520061013 0520061014 0520052038 0520061015 0520052039 0520061016 0520082006 0520082010 0520064000 0520063000 0520053001052005300405200530140520053004052005301405200530040520053014052005300805200530420520051032052005100105200510030520071001052005304105200620070520062027052006202805200530380520053030052006300005200640000520063008 Assessor Tax not yet assigned 9010G4 AMENDMENT TO LAKELAND ANNEXATION AND UTILITIES AGREEMENT THIS AGREEMENT made and entered into this day of 1998 by and between the CITY OF AUBURN a municipal corporation organized under Title 35A Optional Municipal Code hereinafter referred to as CITY and THE LAKELAND COMPANY INC a Washington corporation its heirs successors and assigns and all related entities and all shareholders andor owners jointly and severally and their marital communities including all parties that have an interest in the property affected by this Agreement herein referred to as TLC WHEREAS the parties to this Agreement have previously entered into the Lakeland Annexation and Utilities Agreement referred to as PREANNEXATIONUTILITIES LakelandResolution No 2955 Exhibit A May 6 1998 Page 1 cagreernjrfinat 9805ZIOGZ4 AGREEMENT in June 1996 which agreement was approved by Auburn City Council under Ordinance No 4867 and WHEREAS disputes arose between the parties on the interpretation and enforcement of the Pre AnnexationUtilities Agreement referred to above and the parties desire to resolve any disputes with respect to all claims and obligations between the parties arising from events which predate the execution of this Agreement and WHEREAS the parties desire to end all disputes and claims including any and all claims for damages attorney fees and costs arising from events which predate the execution of this Agreement and WHEREAS the parties have engaged in numerous meetings to resolve all issues between the parties and this Agreement reflects a compromised position between the parties for the purposes of attaining a complete settlement and WHEREAS it is the intent of this Agreement that the agreement entitled Lakeland Annexation and Utilities Agreement recorded under Recording No 9608120131 shall remain in force and effect except as specifically amended by this Agreement and WHEREAS the parties acknowledge that a dispute existed between the City of Bonney Lake and the CITY with respect to LeldResolmionNo2955EibitA M 61998 Pe2 cagreemjrfinat 9805Zt064 water service which dispute has been settled between the City of Bonney Lake and the CITY and in such settlement comments were taken from TLC and incorporated into the final Settlement Agreement between the CITY and Bonney Lake and WHEREAS it is the intent of the parties that the CITY proceed with the annexation of the TLC property and that TLC develops that property which is either annexed or will be annexed in accordance with the standards and land use polices and procedures of the CITY and WHEREAS this Agreement and the requirements for any monetary payment from TLC to the CITY under this Agreement were specifically requested by TLC to result in a more marketable development for TLC and any payments are acknowledged to be not requested by the CITY but placed in the Agreement by TLC unilaterally and is not considered payment under RCW 8202020 and WHEREAS the parties acknowledge that TLC in cooperation with the State of Washington and other local government units other than the City of Auburn is proceeding with the construction of the certain portions of the Lake Tapps Parkway East as defined in a mitigation agreement executed between Pierce County and TLC and that the CITY has no responsibility to construct make any LeldResolutionNo2955 ELibit A May 6 1998 Page 3 cagreemjrfinat 9805t064 payments nor guarantee in any way any obligations for the construction of TLCs portion of the Parkway project However the parties acknowledge the importance of this construction project to TLC and that the execution of this Agreement is vital to TLCs ability to secure financing for its construction and understand that the sole purpose of the expedited handling of this Agreement is to obtain a resolution of disputes prior to May 4 1998 May 4 1998 is a TLC funding date which requires this Agreement for TLC to obtain the necessary funding to construct this roadway and WHEREAS the parties acknowledge the existence of an Agreement referred to as the Crabtree Agreement and agree that the settlement provisions in this Agreement settle all disputes including but not limited to any claims that TLC may have as a successor under the Crabtree Agreement and WHEREAS the Crabtree Agreement and all its terms including those terms relating to customer equivalent charges for services expire on June 6 1998 and WHEREAS the parties agree that TLC has had input with regard to the resolution of the CITY and the City of Bonney Lake dispute and agree that the settlement provisions in this Agreement settle any claims TLC may have against the CITY with respect to water including but not limited to the LeldResolionNo2955EitA M 61998 Pe4 cagreemjrfnat 9805ZlOGZ4 providing of water the providing of water pressure fire flow or any other claims related to the water utility NOW THEREFORE BASED UPON MUTUAL COVENANTS TO BE DERIVED THE PARTIES AGREE AS FOLLOWS 1 LAKELAND ANNEXATION AND UTILITIES AGREEMENT The parties reaffirm the terms and conditions of the Lakeland Annexation and Utilities Agreement recorded under Recording No 9608120131 except as specifically amended herein This Agreement affects that real property identified on the map attached hereto and incorporated by reference as Exhibit 1 and legally described on attached Exhibit 2 hereafter referred to as TLC Property 3 DEVELOPMENTAL APPROVALS FROM PIERCE COUNTY The parties acknowledge that as provided in the PREANNEXATIONUTILITIES AGREEMENT paragraphs 2229213 and 41 prior to annexation of the subject project TLC must obtain developmental approvals from Pierce County and in so doing agrees to comply with the Pierce County requirements and the CITY standards and land use polices and procedures In the event that the imposition of CITY standards on a development application submitted to Pierce County for teldResolionNo2955EibitA M 6 1998 Pe 5 tcaareemjrfinat 9805Z106g4 an area not yet annexed to the CITY would result in the denial of the application by Pierce County then the Pierce County standard will prevail The CITY agrees to provide sewer service consistent with the terms and conditions of this Agreement 4 POLICE AND FIRE SERVICES Upon annexation the CITY will provide to the area annexed police and fire services that it provides to its other citizens Fire service shall be provided to the annexed property provided that TLC has met all requirements of ACC Titles 15 and Chapter 1316 as it relates to fire flow and provided that the CITY may contract fire services if it cannot practicably provide fire service to some of the annexed area Sprinklers shall be required for multifamily and commercial development Sprinklers shall be required for singlefamily residential development only if necessary to satisfy the CITYs fire flow standards as described in Title 15 5 PARKS Paragraph 45 Parks of the PREANNEXATION UTILITIES AGREEMENT is amended to read as follows LakelandResolution No 2955 Exhibit A May 6 1998 Page 6 cagreernjrfinat 9805ZtOGg4 45a TLC shall dedicate to CITY one developed 15acre park one undeveloped 15acre park two developed 5acreparks and a linear park along Lakeland Hills Way for a total of approximately 4291 acres 45b The parks will be located as indicated on Exhibit 1 Except for the linear park and Park P4 the topography and soil conditions shall be approved by the CITY to ensure each site is suitable for active park use The CITY has reviewed Park P4 and agrees to accept this undeveloped park as is The park locations indicated on Exhibit 1 are acceptable to the CITY However the parties acknowledge that in order to locate the parks where indicated on Exhibit 1 TLC must obtain a major amendment approval pursuant to Pierce County Code TLC agrees to process the major amendment application by submitting an application to the CITY and Pierce County concurrently within 30days of execution of this Agreement While reserving the right to review any other aspects of the major amendment the CITY agrees not to object to the proposed park locations 45c As soon as reasonably possible upon legal segregation but no later than six months after approval of the preliminary plat for Lakeland Division One LeldResolutionNo2955ExhibitA May61998 Page7 cagreemjrfinat 9805ZO624 TLC shall dedicate Park P4 to the CITY The linear park depicted on Exhibit 1 shall be designed to standards approved by the CITY Parks Director and shall be developed concurrent with construction of Lakeland Hills Way The CITY agrees that TLCs commitment to dedicate Park P4 and the linear park as described in this Agreement satisfies the CITYs concurrency and mitigation requirements for issuance of 800 residential building permits Prior to the issuance of residential building permits for 801 dwelling units within the PUD TLC shall develop and dedicate Park P2 to the CITY or make arrangements for dedication and use acceptable to the CITY as necessitated by financing CITY and TLC agree that upon dedication of Parks P2 and P4 TLC shall have satisfied concurrency requirements for the issuance of residential building permits for a total of 2173 dwelling units Thereafter prior to the issuance of residential building permits for dwelling units in excess of a total of 2173 CITY and TLC agree that additional park improvements must be dedicated to CITY or the land dedicated the improvements bonded and an improvement schedule agreed upon consistent with the formula described below LakelandResolution No 2955 Exhibit A May 6 1998 Page 8 cagreemjrfina 9805ZX0624 The ratio of improved parks required per thousand population shall be calculated based upon the following mathematical assumptions 3408 units approved in Lakeland South 4291 acres of both improved and unimproved parks required 28 residents per household assumed for conversion of people to units Accordingly the ratio of improved park required per thousand population shall be calculated as follows Total 4291 acs 3408 x 28 9542 45 acres combined parks1000 population Less 150 acs 739 x 28 2069 725 acres of unimproved park1000 2791 acs2669 x 28 7473 373 acres of unimproved park1000 Based upon the foregoing calculations TLC shall be entitled to the issuance of 9562 residential building permits for each acre of improved park dedicated to the CITY or unimprovedbonded park dedicated to the CITY 44 TLC and CITY shall work cooperatively in development of specific plans that meet CITY park standards Each party shall respond promptly to proposals and submittals relating to the design and construction of park improvements The CITY reserves final approval authority of park plans and CITY approval must be granted prior to LelResoionNo2955ExhibkA M 61998 Pe9 cagreemirfinat 9805ZXO6Z4 construction The level of improvements required in Parks P1 P2 and P3 shall be based upon 182 per square foot of total park areas for P1 P2 and P3 The cost per square foot is based upon improvements made to Lakeland Hills Park in 1992 and the improvements shall be made at that rate adjusted by Consumer Price Index from 1992 until the date of Park plan approval by the CITY The CITY has the right to distribute improvement funds between and among the Parks but in any event TLCs financial obligation shall not exceed the total per square foot cost as specified above 45d The CITY shall assume the responsibility for proper maintenance of the parks dedicated to it provided however that the CITY may allow TLC to provide additional maintenance within parks dedicated to the CITY with the CITYs written consent Except for Park P4 TLC must give CITY 1year notice prior to dedication of any park land to the CITY 45e TLC andor appropriate homeowner associations agree to develop own maintain repair and pay real estate taxes and assessments if any on all other park areas indicated on Exhibit 1 which are less than five acres in size LakelandResolution No 2955 Exhibit A May 6 1998 Page l0 cagreelmjrfinatl 9805ZX064 45f The CITY agrees that TLCs satisfactory performance of the terms contained in this Section of the Agreement shall constitute full and complete satisfaction of the CITYs park standards and requirements and shall be deemed to meet all park mitigation and concurrency requirements for the development of the TLC Property 45g TLC agrees that any park impact fees paid to Pierce County pursuant to Pierce County requirements will not affect or reduce the park commitments to the CITY contained in this Agreement 45h In addition to the parks referenced in this Section TLC agrees to develop recreational trails within the relocated power line haul road depicted on Exhibit 1 pursuant to a design and construction schedule to be mutually determined by CITY and TLC Upon completion of trail construction maintenance of this recreational trail shall be the responsibility of the CITY 6 INSPECTING AGENCY A building permit that has been issued by Pierce County shall be inspected by Pierce County even if the subject property is annexed after permit approval Building permits approved by the CITY shall be inspected by the CITY LakelandResolution No 2955 Exhibit A May 6 1998 Page 11 cagreemjrfnat 9805Z10624 7 COVENANT RUNNING WITH THE LAND The parties agree that this Agreement is a covenant running with the land and is binding and benefiting the TLC Property In order to insure that purchasers of homes rental commercial or other properties may obtain title free of the encumbrances of this Agreement the issuance of a building permit for such property shall be satisfactory evidence of compliance with all provisions of this Agreement 8 SCHOOL IMPACT FEE ORDINANCE The parties acknowledge that at the request of the Dieringer School District and without objection by TLC the CITY has enacted a School Impact Fee Ordinance TLC agrees not to challenge the School Impact Fee Ordinance and agrees not challenge any school impact fees up to 1425 for single family and 750 for multifamily The CITY reserves the right to increase the above fees in the future TLC reserves the right to challenge any school impact fees which exceed the above stated amounts 9 PROTOCOL FOR SUBMISSION OF APPLICATIONS Paragraph 41b of the PREANNEXATIONUTILITIES AGREEMENT is amended as follows LeldResolutionNo2955EibitA M61998 Pagel2fcareemjrinat 9805t064 For TLC Property not yet annexed and therefore under Pierce County jurisdiction development applications shall be submitted to Pierce County However TLC agrees to simultaneously submit all such applications except single family building and grading permits to the CITY Except as provided in paragraph 2 of this Agreement TLC agrees to comply with all applicable CITY standards and land use polices and procedures as determined by City Planning Director Failure to comply with the provisions of this paragraph shall be determined a Default of this Agreement To assure such compliance TLC agrees to pay to CITY liquidated damages in the amount of 1000 per day for each day that development is in Default Notwithstanding any other provision of this Agreement the liquidated damages shall not begin to accrue if the Default is cured within thirty 30 days from the date that the CITY mails or delivers written notice of the Default to The Lakeland Company PO Box 3866 Bellevue Washington 98009 If any Default is capable of being cured and the cure cannot be reasonable completed within the thirty 30 day cure period the cure period shall be extended up to ninety 90 days so LakelandResolution No 2955 Exhibit A May 6 1998 Page 13 cagreemjrfinal 9S05ZtOG2 long as TLC has commenced action to cure within the thirty 30 day cure period and is proceeding to cure the Default with due diligence The decision of the CITY Planning Director may be appealed to the CITY Hearing Examiner within thirty 30 days from the date written decision The day of filing of the appeal to the Hearing Examiner shall stay accrual of the liquidated damages The stay of damages shall be released on the effective date of the Hearing Examiners written decision If the Hearing Examiners decision is appealed pursuant to paragraph 53 of the PREANNEXATIONUTILITIES AGREEMENT accrual of liquidated damages shall be stayed again until a written decision is issued by the mediatorarbitrator pursuant to provisions of Section 53 of the PREANNEXATIONUTILITIES AGREEMENT However in no event shall any stay following appeal of the Hearing Examiners decision exceed ninety 90 days Those permit applications filed with Pierce County which are considered complete and approved by Pierce County before annexation shall be built in compliance with the conditions placed upon it by Pierce County and pursuant to the conditions of this Agreement LakelandResolution No 2955 Exhibit A May 6 1998 Page 14 cagreemjrfinat 98052X0624 10 RELEASES The parties to this Agreement hereby release discharge resolve and settle any and all claims arising from events which predate the execution of this Agreement including their officials employees staff consultants shareholders owners attorneys and including attorney fees and costs including but not limited to claims involving providing of water or other utilities and any claims that TLC may claim to have under the Crabtree Agreement This Agreement is not intended to waive or release any claims or address any disputes or potential disputes that TLC may have with the City of Bonney Lake TRANSPORTATIONParagraph43ofthePREANNEXATIONUTILITIESAGREEMENTisreplaced initsentiretybythefollowing TLCagreestopaytheCITYatthetimeabuildingpermitisissuedbyeitherCITYorPierceCountythefollowing183957perdetachedsinglefamilyresidentialunit254494perattachedsinglefamilyormultifamilyunit318726perresidenceforresidentialunitswithintheseniorhousingzoneandLeldResoionNo2955EitAM61998Pel5rcagremjrfinat9805ZtO6g4 4 218 per gross foot of commercial or retail structures For building permits which are issued by Pierce County prior to execution of this Agreement TLC shall pay the above amounts for such permits within 30 days of execution of this Agreement The fee amounts described above shall be adjusted to reflect the increase in the Consumer Price Index for the SeattleMetropolitan area beginning as the base year January 1 2000 and on January 1st each year thereafter the percentage difference of each year shall equal the adjustment Payment of these fees shall constitute complete satisfaction of any transportation mitigation and concurrency requirements for the development of the TLC Property TLC agrees that all streets shall be constructed consistent with CITY standards including design criteria construction specifications operational criteria and approved engineering submittals except that the CITY may agree to modify the standards for private streets The parties acknowledge that there is a transportation cap which will allow a generation of up to LeldResolionNo2955ExhibitA M 61998 Pel6cagreemjrfnat 9805111064 800 pm peak hour trips for TLC development and that the development of TLC property subject to this Agreement cannot exceed that capacity cap until the extension of Lakeland Hills Way to the Lake Tapps Parkway and the construction of TLCs portion of the Lake Tapps Parkway East connection 8th Street East as required in the TLCPierce County transportation mitigation agreement The Lake Tapps Parkway East project is identified as Lake Tapps Parkway East WEST MAP ID No 166 in the 19982003 Transportation Improvement Program for Pierce County Upon completion of The Lake Tapps Parkway East connection to 8th Street East as described in the TLCPierce County transportation mitigation agreement the transportation cap shall expire The calculation of peak hour trips shall be determined at building permit approval The CITY shall consider the 800 pm peak hour trips to be present in the transportation system in its review of development applications for property not included in Exhibits 1 and 2 12 STORM WATER Paragraph 44a of the PREANNEXATIONUTILITIES AGREEMENT is amended as follows The CITY agrees to receive the storm water from the LelResoionNo2955ExhitA M61998 Pel7cagreemjrfinat DSOSZlO6g4 Lakeland property described herein subject to the construction and dedication of necessary infrastructure which meets CITY standards including design criteria construction specifications operational criteria and approved engineering submittals upon the effective date of annexation under the same terms and conditions as storm water is received from other developments within the CITY including payment of any charges required by the CITYs utility ordinances provided the water received from properties in TLC property not yet annexed shall be of the same quality and flow rate as from the property prior to development shall not exceed the capacity of the CITYs existing storm drainage system and shall be subject to the same charges as any other property in the CITY for storm water The CITY and TLC acknowledge that substantial mater storm drainage planning has been completed for TLC properties in the form of the Comprehensive Drainage Plan Lakeland Hills Development Area prepared by CH2Mhill Engineers dated March 1991 and the Lakeland Hills South Development Area Conceptual Storm Drainage Plan prepared by StephenDowl Engineers dated March 1995 Both parties also acknowledge that supplemental drainage basin information LeldResoluonNo2955EibitA M61998 Pel8cagreemjrfinat 98052X0C4 will need to be developed by TLC to address changed conditions such as the Lake Tapps Parkway certain differences between CITY and County standards and impacts associated with grading activities In addition the parties agree that TLC will need to continue to develop more precise drainage subbasin planning information to insure the adequacy and timely staging of necessary storm drainage facilities associated with specific development proposals 13 SANITARY SEWER Paragraph 44b SEWER PREANNEXATIONUTILITIES AGREEMENT is replaced in its entirety as follows The CITY shall allow the TLC Property to connect to the CITYs sanitary sewer utility under the same terms and conditions as if the property were within the CITY limits subject to obtaining expanded service area boundaries and all other terms of this Agreement including but not limited to Section 3 The CITY shall apply to Pierce County for any franchise that would be required for the property not yet annexed with the understanding that applying for the franchise and any subsequent Pierce County approval does not waive any conditions set forth herein for the provision of sanitary sewer service For the orderly development of its property TLC teldResolmionNo2955EibitA M 6 1998 Page 19 cagreemjrfinatl 9805Z10624 will need sanitary sewer from the CITY prior to CITYs annexation of the subject property TLC agrees to construct all sanitary sewer in accordance with CITY standards including design criteria construction specifications operational criteria and approved engineering submittals and the CITY agrees upon verification of TLCs compliance with its standards to connect to the CITY system the TLC system for sanitary sewer upon payment of all charges set forth in Auburn City Code The CITY and TLC acknowledge that substantial master sanitary sewer planning has been completed for TLC properties in the form of the Comprehensive Sanitary Sewer Study Lakeland Hills Development Area prepared by Dowl Engineers dated March 1991 Both parties also acknowledge that supplemental sanitary sewer information will need to be developed by TLC to address changed conditions such as density changes and impacts associated with grading activities In addition the parties agrees that TLC will need to continue to develop more precise sanitary sewer subbasin planning information to insure the adequacy and timely staging of necessary storm drainage facilities associated with specific development proposals LakelandResolutionNo 2955 Exhibit A May 6 1998 Page 20 cagreernjrfinaL 9805310634 14 WATER Paragraph 44c is amended as follows The parties acknowledge that pursuant to the Settlement Agreement with the City of Bonney Lake the City of Bonney Lake is the water purveyor for portions of the TLC Property as set forth in the Settlement Agreement In the event the CITY determines that the City of Bonney Lake water system fails to provide adequate fire flow pursuant to Title 15 of the Auburn City Code the CITY agrees to work in good faith with the City of Bonney Lake in an attempt to help achieve a system which meets the CITY requirements for the provision of urban water services Immediately upon legal segregation of the relevant parcels TLC shall convey title to the CITY of the following the water wells commonly known as 5b and 5c the water rights it owns or controls on such wells and the property depicted on the easements which were granted to the CITY as indicated in Exhibit 3 The CITY and TLC agree that the use of the real property described in Exhibit 3 shall be subject to the restrictions indicated in Exhibit 4 As consideration for TLCs conveyance of the water wells and the real property described in Exhibit 3 the CITY agrees to pay TLC the appraised value for the land and a LeldResolutionNo2955EitA M 61998 Pe21 caremjrfina 9805ZlO6g4 mutually agreeable fair market value for the wells up to a maximum of 370000 adjusted at 10 per annum until closing of the conveyance TLC agrees to convey the subject property free and clear of all liens and encumbrances and provide the CITY with a policy of title insurance in the value of the purchase price insuring the property free and clear of all liens and encumbrances and agrees to provide a Statutory Warranty Deed 16 FIRE The parties acknowledge that the property subject to this Agreement which is not yet annexed may not be provided fire service directly by the CITY TLC shall arrange for fire service coverage through Fire District 22 and any agreement between TLC and Fire District 22 shall contain provisions which allow termination upon annexation by the CITY so that the property may be served by the CITY if the CITY chooses to provide fire services directly rather than by contract Upon fortyfive 45 days written notice from the City of its intent to provide fire service directly or by contract with another service provider TLC agrees to provide Fire District 22 thirty 30 days written notice of termination For all building permits issued subsequent to the fortyfive 45 day notice period TLC agrees to pay LeldResolutionNo2955ExhibitA M 61998 Pe22 careemjrfinat 9805310624 mitigation fees to the CITY at the time of building permit issuance for developments within the annexed property in the amounts indicated below 1 41978 per detached singlefamilyresidentialunit 2 27247 per attached single or multifamily residential unit 3 9363 per residential unit within the Senior Housing Zone 4 109 per gross foot of commercial or retail structures The above amounts shall be adjusted to reflect the increase in the Consumer Price Index for the SeattleMetropolitan area beginning as the base year January 1 2000 and on January 1st of each year thereafter the percentage difference shall equal the adjustment Payment of these fees shall constitute complete satisfaction of any fire service mitigation and concurrency requirements by CITY for the property described herein 17 PENDING APPLICATIONS IN PIERCE COUNTY The development applications indicated on Exhibit 5 attached hereto and incorporated by reference were submitted to Pierce County by TLC prior to annexation The CITY agrees to allow TLC to process the applications indicated on Exhibit 5 through Pierce Countys development LelResolmionNo2955EibkA M 61998 Page23 cagreemjrfinat 9805210624 review process to issuance of a final decision even if the subject property is annexed to the CITY prior to completion of the Pierce County review process CITY OF AUBURN CHARLES MAYOR ATTEST Danlelle E Daskam City Clerk City Attorney LakelandResolution No 2955 Exhibit A May 6 1998 Page 24 cagreemjrfinat 9805310624 THE LAKELAND COMPANY INC By STATE OF WASHINGTON ss COUNTY OF KING On this C day of nan 1998 before me the undersigned a Notary Publi for the State of Washington duly commissioned and sworn personally appeared the corporation that executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oath stated that heshe is authorized to execute said instrument on behalf of said corporation GIVEN DER my hand and official seal the date here i O MY COMMISSION expires 5 yO0 LakelandResolution No 2955 Exhibit A May 6 1998 Page 25 cagreerainfinal 9805210624 STATE OF WASHINGTON ss COUNTY OF KING On this C day of 1998 before me the undersigned a Notary Public Yand for the State of Washington personally appeared CHARLES A BOOTH and DANIELLE E DASKAM personally known to me to be the Mayor and City Clerk respectively of the CITY OF AUBURN the corporation that executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes mentioned in the instrument GIVEN UNDER my hand and official seal the date hereinabove set forth LakelandResolution No 2955 Exhibit A May 6 1998 Page 26 cagreernjrfinat 9805210624 RESOLUTION NO 3 I 9 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO 1 TO THE BILATERAL COMPLIANCE AGREEMENT BETWEEN THE CITY AND THE STATE DEPARTMENT OF PUBLIC HEALTH WHEREAS the City entered into a Bilateral Compliance Agreement in 1996 which identified a step plan to meet the provisions of the Lead and Copper Rule of the Safe Drinking Water Act and WHEREAS the step plan must be expanded to include treatment for Well 6 and Well 7 as they are supplemental supply for the Citys water system and WHEREAS it has been determined the timeline for completion of the project must be expanded to account for the development of the new wells NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT SECTION 1 The Mayor and City Clerk of the City of Auburn Washington are herewith authorized to execute Amendment No 1 to the Bilateral Compliance Agreement between the City of Auburn and the State Department of Health including treatment for Well 6 and Well 7 and modifying Resolution No 3190 January 21 1999 Page 1 the timeline for the treatment facility to be operational A copy of said Amendment is attached hereto and denominated as Exhibit A SECTION 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directires of this legislation DATED and SIGNED this 6TM day of March 2000 CITY OF AUBURN CHARLES A BOOTH MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM Michael J Reynolds City Attorney Resolution No 3190 January 21 1999 Page 2 BILATERAL COMPLIANCE AGREEMENT Amendment No 1 Water System Name City of Auburn Water System Subject Compliance with the Lead and Copper Rule Chapter 246290WAC The following compliance agreement is hereby established between the Department of Health hereafter Department and City of Auburn Water System hereafter City The Department and the City agree on the following corrosion control issues approaches and schedules 1 Auburn has slightly exceeded the copper action level at the 90th percentfie per the Lead and Copper Rule 15 and 157 mgfL copper at 90th percentfie compared to standard of 13 mgL copper for medium size systems 2 The best utility system approach is to adjust the pH of the water in the distribution system to reduce corrosiveness towards copper and may include other appropriate measures such as replacement of susceptible materials changes to electrical grounding practices etc 3 Corrosion control optimization is realized when the elevated pH levels will have caused the following Copper levels are reduced and maintained below the action level of 13 mgL at the 90th percentfie see items 4 and 5 for clarifications No significant adverse impacts of the treatment on bacteriological quality in the distribution system No significant adverse impacts of the treatment on domestic customer satisfaction eg red water due to disturbances in unlined cast irons and No significant adverse impact on commercial and industrial customers health care facilities and wastewater facilities Any significant adverse impacts occurring as a result of corrosion control will be investigated and documented along with possible mitigation measures in a report prepared by the City and submitted to DOH Exhibit A Resolution 3190 1 4 The 90th percentile copper level will be calculated using the original 60 monitoring sites per the Lead and Copper Rule plus an estimated 30 additional monitoring sites in the vicinity of untreated sources Results of all analyses of samples from all monitoring sites in the system will be evaluated in one sampling pool to determine Lead and Copper Rule Compliance The limits of the zones surrounding untreated sources are depicted on Exhibit 1 5 Untreated sources of supply will be sampled within the limits of the zones of influence using the number of connections and the population of the zone and a factor of 25 people per connection as a conversion factor as follows Population Number of Sample Sites 100 5 101500 10 5013300 20 330110000 40 Sample sites will be selected per the Lead and Copper Rule Any previous monitoring sites in the untreated zones of influence will be retained and can be used in lieu of a new site 6 Treatment is anticipated in 4 stages at this time Source Stage Coal Creek Springs plus blending of well 4 1 Well 2 6 and 7 1 Well 1 To be determined Well 4 2 if needed West Hill Springs 3 if needed Wells 5 and 5A Lakeland Hills No treatment Monitoring indicates supply is not corrosive Wells 3Aand3B To be determined Future Sources To be determined 7 Monitoring will be conducted after each stage to determine if optimization is achieved If optimization is achieved no further treatment stages are needed If optimization is not achieved the City plans to proceed to next stage with Department approval 8 Schedule for Stage 1 Project Schedule for Stage 1 Date Submit Lead and Copper Compliance Report DOH July July 19 1995 1 1995 Schedule Met Finalized BCA assumed start October 7 1996 Submit 30 Design Reports for Coal Creek and Fulmer October 1999 Field to DOH DOH Approval of 30 Design Reports Pending BCA Amendment No i March 202000 Submit Final Plans and Specifications September 15 2000 DOH Approval of the Final Plans and Specifications October 12 2000 Complete Construction of Facilities July 18 2002 Monitoring Report 2 Rounds July 17 2003 Submit Report to Determine ff System is Optimized October 23 2003 9 If the Lead and Copper Rule is amended or changed the Department and City will review the changes and their effects on the City and if needed will jointly renegotiate this agreement The City of Auburn agrees to perform the following Submit a project report and construction documents In accordance with WAC 246290110 and 120 submit for review and approval a project report Predesign Engineering Report and construction documents plans and specifications for the installation of the corrosion control treatment equipment approved by the Department Construct corrosion control treatment facilities Complete the installation of Stage i corrosion control treatment facilities in accordance with Department approved construction documents prior to July 18 2002 Monitor water quality parameters Monitor water quality parameters in accordance with Title 40 CFR Chapter I Part 14187c d and e beginning on July 19 2002 Monitor tap water quality for lead and copper Monitor tap water quality in accordance with Title 40 CFR Chapter I Part 14186 d and complete two six month monitoring compliance periods prior to July 19 2003 Well 4 Discharge Well 4 into Reservoir 1 for blending under normal operating procedures Monthly production records will be kept to document where the water is directed and made available to the Department upon request Department will allow Well No 4 to be discharged directly into the distribution system should distribution system pressure drop below 35 psi during an emergency fire main break etc Optimization Report Prepare and submit an optimization report that addresses copper monitoring results any significant adverse effects that may reasonably be associated with corrosion control any copper staining incidents that occur in the untreated zones of influence and any copper staining or corrosion incidents in new construction The report will document what action the City plans to take to address these occurrences Further the optimization report will recommend a pII operating range for optimization and will recommend if Stage 2 treatment needs to be implemented The Department of Health areesto Concur with Optimization The Department agrees that optimization is achieved that Auburn will be considered in compliance with the LCR and that no further stages of implementation will be required when the following conditions are met Copper levels are reduced and maintained below the action level of 13 mgL at the 90th percentile see items 4 and 5 for clarifications No significant adverse impacts of the treatment on bacteriological quality in the distribution system No significant adverse impacts of the treatment on domestic customer satisfaction and No significant adverse impact on commercial and industrial customers health care facilities and wastewater facilities The Department will also consider the Optimization Report in determining compliance with the LCR Defer enforcement The Department shall not initiate any enforcement actions for violations of the Lead and Copper Rule as long as the conditions of this agreement are being met Renegotiate agreement The Department will negotiate the level of activity or the schedules in this agreement if requested by the City Terminate agreement The Department agrees to terminate this agreement within 30 days upon request by the City All documents or reports required by this agreement questions about compliance and request to modify this agreement shall be directed to DOHNorthwest Drinking Water Operations 1511 3rd Avenue Suite 719 Seattle Washington 98101 CITY OF AUBURN Charles A Booth Mayor Date Dd O ATTEST Danielle E Daskam City Clerk My PROVED AnSoldT s CFiOtyR AMttorney WASHINGTON STATE DEPARTMENT HEALTH Ahhorized Signatt9 Print or Type Name TITLE C ftYf Date 2Lft J290 LRMYbd REF HPROJPR62921E00133 R E C Ir V ir D FIB I 4 2000 5 NW DRINKING WATER Exhibit 1 Auburn Water System Limits of Zones of Influences for Untreated Sources RESOLUTION NO3 3 8 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO PERFORM THE NECESSARY ADMINISTRATIVE MEASURES TO APPROVE AUBURNS WITHDRAWAL FROM THE EXISTING SOUTH KING COUNTY REGIONAL WATER ASSOCIATION JOINT OPERATING AGREEMENT DATED OCTOBER 8 1996 AND TO INDICATE AUBURNS ACCEPTANCE AND CONTINUANCE AS A SIGNATORY MEMBER OF THE REVISED SOUTH KING COUNTY REGIONAL WATER ASSOCIATION JOINT OPERATING AGREEMENT DATED DECEMBER 19 2000 WHEREAS Auburn is a member of the South King County Regional Water Association SKCRWA consisting of the cities of Algona Black Diamond Kent and Pacific and Lakehaven Utility District Soos Creek Water Sewer District and King County Water District 111 as authorized by Resolution No 2568 adopted June 5 1995 and modified by Resolution No 2781 adopted December 21996and WHEREAS the Board of Directors of the SKCRWA saw a need to make certain amendments to the Joint Operating Agreement dated October 8 1996 to provide clarification to the intent of the agreement and WHEREAS the Board of Directors of the SKCRWA have now prepared and recommended for approval by each participatory member an update of the Joint Operating Agreement to which Auburn is a signatory member Resolution No 3383 August 172001 Page 1 NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES AS FOLLOWS Section 1 The Mayor and City Clerk of the City of Auburn are hereby authorized to perform the necessary administrative measures to approve Auburns withdrawal from the existing SKCRWA Joint Operating Agreement dated October 8 1996 and to indicate Auburns acceptance and continuance as a signatory member of the revised SKCRWA Joint Operating Agreement dated December 19 2000 A copy of said Agreement is attached hereto and denominated as Exhibit A and incorporated by reference in this Resolution Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 3383 August 17 2001 Page 2 ItDATEDandSIGNEDthis day of September 2001 QkL CHARLES A BOOTH MAYOR ATTEST lDaltelleEDaskam City Clerk APPROVED AS TO FORM Michael J Reynolds City Attorney Resolution No 3383 August 17 2001 Page 3 o D t Co o o 0 t a c o 0J Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 1F1C IIoF 11p171l1li KING RECORDERS COVER SHEET Document Titles or transactions contained therein Interlocal Agreement South King County Regional Water Association Joint OperatingAgreementI13Or FilED BY PNtrcLv3jLJ2 Reference Numbersof Documents assigned or releasedDAdditionalreferencesonpageofdocument GrantorsBorrowers Last name first then first name and initialsAuburnCityof GranteeAssigneeBeneficiary Last name firstSouthKingCountyRegionalWaterAssociation Legal Description abbreviated Le lot block plat or section township range PER RCW 3934 D Additional legal is on page of document AssessorsProperty Tax ParcelAccount Number NA f o Assessor Tax not yet assigned 1 1 r as tItc JpC o t c C c C 1 c c c c J SOUTH KING COUNTY REGIONAL WATER ASSOCIATION JOINT OPERATING AGREEMENT December 19 2000 WHEREAS an adequate and safe water supply for South King County Regional Water Association SKCRWA and its members is vital to both existing citizens and in implementing the longtenn comprehensive plans ofSKCRWA members and WHEREAS the State and SKCRWA prepared a Coordinated Water System Plan CWSP for South King County and WHEREAS projects that provide tor the coordinated and cooperative use and operationofsupplytransmissionstoragetreatmentandpumpingfacilitiestominimizecostprovidefor improved water quality protect the environment provide for emergency needs and maximize the best use ofthe resource is in the best interest ofthe citizens ofthe region WHEREAS the current and neartenn water needs of the local governments and SKCRWA require steps to establish a cooperative subregional water supply system and WHEREAS the SKCRWA is committed to cooperate toward regional solutions for both emergency and long range water supply needs and WHEREAS the SKCRWA signatory members developed a Joint Operating Agreement in 1995 and revised the Joint Operating Agreement in 1996 and now want to further revise the Agreement NOW THEREFORE the SKCRWA signatory members of this Joint Operating Agreement JOA agree as follows I GENERAL A The Signatory Members acknowledge the requirement to incorporate land use planning as defined by the Growth Management Act with water supply planningand B The Signatory Members recognize the benefits of developing a subregional water supply system that will allow the optimum use of surface and groundwater to better manage and protect the areas water resources and C The Signatory Members will hold an Annual Meeting about September 30th to review the status of this JOA and any Amendments as well as other problems of mutual concern The specific date time and location ofthe meeting will be set by mutual agreement December 192000 o D t c C o D C C o o J D Merger shall mean when two signatory members merge or when a signatorymemberandanonsignatorymembermerge E Termination This agreement shall cease to be binding on or to any signatorymemberthatisnotingoodstandingorwheneveramergeroccurs 2 INTENT A The general intent is to create a method for the Signatory Members to cooperatively use certain existing facilities and construct new facilities needed to develop a subregional water system The Signatory Members may mutually agree by Interlocal Agreement to produce additional water and distribute it within the Subregional Service Area with or without change to their retail service area B The JOA provides a rramework for joint development of specific projects that mayincludetwoormoreParticipantsEachfacilityprojectandorintertieshallbe developed under a separate Interlocal Agreement IA consistent with this JOA subject to approval by appropriate affected city council andor water district boards The specific intent of this JOA is to make provisions for a standardized fonn to create or expand cooperative agreements to meet the public water supply needs for both emergency and longtenn use and to establish a basis for agreement between Participants for financing ownership construction and operation of mutually beneficial projects required to achieve cooperative objectives These projects may include common facilities with other Agencies outside the SKCRWA planning area Interlocal Agreements IA negotiated under the provisions ofthis JOA shall speakforthemselvesandshouldreferencetheversionoftheJOAwhichisinplaceatthe time that the agreement is reached It is the intent of the Signatory Members that any Interlocal Agreements negotiated under the JOA would survive the withdrawal of a Signatory Member rrom the JOA or rrom the South King County Regional Water Association It is further the specific intent ofthis JOA to preserve Signatory Members existing water rights and protect the established or planned interest and needs of each Signatory Member with respect to sources ofwater Suggested content for anInterlocal Agreement is shown in Exhibit A C It is the desire of the Signatory Members that this JOA be incorporated into the South King County CWSP at the next update D The tenn Participant as used in this JOA shall mean all the signatories of an IA consistent with and implemented subsequent to this JOA December 192000 2 0 c 0 0 0 I 0 C C 0 N 4 E The term Signatory Members as used in this JOA shall mean a member in good standing of the South King County Regional Water Association who has signed this JOA Good standing includes but is not limited to being current on all dues to the SKCRWA 3 SUBREGIONAL SERVICE AREA AND FACILITIES A Subregional Service Area shall mean the Signatory Members Designated Water Service Areas identified in the CWSP or as approved by amendments to the CWSP or as identified in a Signatory Members approved Comprehensive Water Plan B Subregional Facilities shall mean a that portion ofthe Participants sources interties transmission and storage systems required to supply water to the service areas ofthe Participants or new facilities as defined by a separate IA pursuant to this JOA b those designated capacities within a Participant system as specificallydefinedinanappropriateIA C Facility Ownership Ownership of the physical facilities that exist on the date of this JOA shall remain with the individual Signatory Members Unless otherwise agreed to within a specific IA ownership and operational responsibilities of new facilities shall be based generally on location in designated service areas with capacity rights defined by appropriate IA WATER SUPPLY CAPACITY RIGHTS A Capacity Rights Participants may purchase capacity by IA Any changes in these capacity rights shall be recognized by an IA approved by the appropriate affected city councils andor water district boards B Additional JOA Participants Other agencies may purchase capacity rights in subregional facilities subject to the provisions of paragraph 4C Other agencies who become Signatory Members of the SKCRWA and become Participants in future projects undertaken under this lOA and future IAs will be assessed past costs associated with development ofthis JOA as specified in Exhibit B December 19 2000 3 o 0 t O o o 0 t t o C o o N C Wholesaling Water a A Signatory Member may wholesale water through lease or otherwise delivered through subregional facilities to areas outside of the Signatory Members Service Area so long as the other Signatory Members capacityrightsarenotnegativelyimpactedSignatoryMembersoftheSKCRWAagreethatwherefeasibleandmutuallybeneficialtheywillcoordinateplanningand development ofwater resources b Signatory Members further agree that prior to entering into any agreement to deliver long term water supply or construct joint facilities with a nonSignatoryMemberagencytheywillfirstmakeagoodfaithefforttooffersuchsuppliesandorcapacitiestoSignatoryMembersprovidetherightoffirstrefusal Such offers shall be made on a cost of service basis as established by separateIASignatoryMembersshallhave60daystorespond c Signatory Members agree that when entering into any agreement to deliver long term water supply or construct joint facilities with a nonSignatoryMemberagencyinaccordancewiththisJOAtheywillincludeandcollectfor remittance to the SKCRWA a fee for reimbursement of the costs for development ofthe JOA as specified in Exhibit B d Regular meetings of the SKCRWA shall be the forum for making SignatoryMembersawareofdiscussionsregardingwatersalesandjointprojectshoweveralloffersofparticipationorrequestsforparticipationshallbein writing with copies to other Signatory Members D Conservation All Participants will develop and implement a conservation planthatisconsistentwithStateguidelinesAdditionalorsupplementalconservation requirements beyond basic programs may be included in a specific Interlocal Agreement E Curtailment In general curtailment for delivery of firm water shall be on a uniform percentage basis for both wholesale and retail customers and curtailment for delivery of interruptible water shall be on a last in first out basis as determined by the date of formal agreement Specific curtailment requirementsandprovisionsshallbeincludedinInterlocalAgreementsimplementedunderthis JOA F uality An objective ofthe Signatory Members is to maintain the quality ofthe water in the subregional facilities at or above the quality required by the State drinking water standards The purchasing Participant will be responsible for ensuring water quality blending analyses and other water quality issues are resolved to their own satisfaction The Signatory Members may meet periodically to ensure that water quality and operational issues are addressed and that needed December 192000 4 r 0 0 I r 0 CJ 0 D 0 c 0 CJ December 192000 information is exchanged in a timely fashion The written results ofthese meetingswillbecirculatedinatimelymannertoallmembersandparticipantsandreviewed at the annual meeting G Additional Facilities Projected needs will be identified by the Participants based on the Participantsdesignated service areas As five or more years may be needed to bring major new source capacity capabilities on line fiveyear and tenyearforecastsarerequiredandmustbeupdatedwheneveraParticipantbecomesaware of any significant change in their forecast demand These will be discussed jointly as they arise and reviewed at the annual meeting H Financing Each Project IA will include pertinent details of financing for that project Financial participation in existing and additional facilities will be based on each Participantsprojected need for each facility as designated capacity rights Cost of Service Charge The Signatory Members and Participants will establish wholesale water sales charges for both emergency and longterm supply that include Icapital cost 2 fixed operating cost and 3 a variable operating cost based on quantity ofwater delivered based on actual costs ofproviding the service Fixed and variable operating and maintenance costs payments will be made monthly per meter and use rates Projected annual rate adjustments and documentation shall be provided at the annual meeting Any rate increase will be effective beginning January I ofthe following year I The Rates and Charges for the capital operation and maintenance ofthe system shall be based on the following a Capital Cost Those construction related costs incurred for Capacity Rights Capital Costs for facilities contracted solely for a specific project described in an IA are allocated based on designated capacity to be purcbased Capital costs shall include the debt service for each ParticipantSuchdebtserviceshallbedefinedastheactualdebtserviceondebt issued for the Participantsproportionate share of capacity rights or if no debt is issued for the Participantscosts by the financingParticipanttheamortizedvalueattheinterestrateofthemost recent revenue bond issued by the financing Participant over 20 years However should all capital costs be paid in full by anyParticipantpurcbasingcapacityrightspriortothetimeofthe financing Participant incurring the costs no interest charges shall be assigned to the Participant purchasing capacity rights 5 C D 1 o o C 0 r o c o 5o Cj Capital Costs associated with a supplying Participants construction of their internal water system facilities may be included in the fixed and variable operating costs as appropriate using cost of service principles in the same manner as those costs are included in the supplying Participantscustomer rate base b Fixed Ooerating Cost The cost of labor supervision suppliesutilitiesservicestaxesinsuranceandallothercostsrequiredto operate and maintain the system other than those items included under Variable Operating Cost The operating cost will include an allocation for renewal and replacement c Variable Ooerating Cost Those costs directly proportionate to the volume ofwater produced including chemicals electric power and other costs required to meet customer and system needs not included in a and b above 2 Accounting Subregional facilities accounting shall be documented in accordance with generally accepted accounting practices acceptable to the Participants ADMINISTRATIVE LEGAL AND OTHER PROVISIONS A Each Signatory Member shall designate in writing their representative responsibleforcoordinationandimplementationoftheJOAandthesubsequentIAsThe designated individuals will be the primary contact for all project approvals and communication and shall prepare and publish a schedule and plan to facilitate the planning design and daybyday operation of facilities associated with the subsequent IAs B Signatory Members in good standing may propose Amendments to this JOA at any time Signatory Members in good standing shall vote on proposedAmendmentsattheAnnualMeetingAquorumofSignatoryMemberspresentshallapproveanyAmendmentstothisJOApriortotheirsubmittaltoSignatoryMemberscitycouncilsandorutilitydistrictboardsforapprovalASpecialMeetingoftheSignatoryMembersmaybecalledforthepurposeofamendingthis JOA by two thirds ofthe Signatory Members in good standing C A Signatory Member may withdraw ftom this JOA by providing 120 days notice to other Signatory Members Notice shall be provided to each Signatory Member in writing and shall include the reason for withdrawal December 192000 6 D Any Signatory Member that withdraws ITom the SKCRWA also withdraws ITom this JOA E This JOA shall remain in full force UIess terminated in writing by mutual agreement of all Signatory Members in good standing Termination ofthe JOA or withdrawal by any signatory member shall not affect any Interlocal AgreementsnegotiatedunderaJOA F A Signatory Member who merges with any Agency which is not a SignatoryMemberofthisJOAmustwithdrawITomtheJOAThemergedagencywould then be allowed to reapply for Signatory Membership in the JOA as the merged Agency IN WITNESS WHEREOF the SKCRWA members hereto have caused this agreement to be cJxecuted by their proper Officers on the day of J`R 3fJICtZ Ij t Cl o o 0 oy C RPpr1d As To Form By Q So I ByTitle City ofAI Date 101 aQ By Q otr Title Mayor City ofAuburn Date September 4 2001 AttesttjJaApprovedAsToFormd By Ø December 19 2000 7 Attest By Approved As To Form By o 0 tCjttest C tY D Approved As To Form ry li3I Co J I 5J C k h 4roJ 0 Attest By Approved As To Form By December 192000 By Title City ofBlack Diamond Date By Title City Kent Date 7 0 By Title Lakehaven Utility District Date 8 Attest By Approved As To Form By o D C o Attest C cBy 1 Approved As To Form o By o o N Attest By Approved As To Form By December 192000 ˙2 rJfTitleanrfIII11 Soos Creek Wi and Sewer District Date nv 0 By Title King County Date 111 By Title City ofPacific Date 9 o 0 c o o 0 1 a i o 0J South King County Regional Water Association Joint Operating Agreement EdIibitA Check List for IDterlocal Agreements 1 Project Title 2 General List of Utilities to be parties to the Interlocal Agreement lA and approval of the appropriate city councils andor water district boards Consistency with the Joint Operating Agreement JOA Description ofneed for the project Listing ofpotential wholesale customers for the water in accordance with Section 4Cofthe JOA Recognition of assessment ofcosts associated with development ofJOA in aocordance with Section 4Bofthe JOA Recognition of right offirst refusal to excess capacity ofSignatory Members ofthe South King County Regional Water Association SKCRWA in accordance with Section4C of the JOA Recognition that capacity and water rights are available to meet the needs ofthe IA 3 Description ofProject Include a drawing or description which identifies all the facilities to be considered within the lA Included within the description should be all jointly or solely owned facilities that are to be operated or paid for by a party to the lA Description oflong term ownership ofthe facility Identification ofthe party responsible for operation andor maintenance ofthe facilityIdentificationofthepartyresponsibleforpaymentforthedesignandconstructionofthe facility 4 Project Costs Financing Capacity Rights Description ofall project costs and the allocation to each party Definition ofcapacity rights for all facilities Definition ofcost sharing for longterm maintenance for each facility Definition ofmethod ofreimbursement for moneys expended ifrequired Description ofany applicable latecomer fees or hookup charges Description ofrequirements for record keeping and monitoring ofcosts 5 Project Design and Construction Management Definition ofoverall project management responsibilities Definition ofdesign and construction management responsibilities for individual facilities Description ofbasic periodic meeting schedule for review ofproject progress December 19 2000 1 JOA Exhibit A 2000 C 0 C C o C c r C C C O 0 6 Conditions ofService Limitations to source sharing or delivery of water ifany Design criteria for the project facilities Minimum and maximum flow rates and pressures Items specifically excluded liom the project 7 Term ofDuration ofthe Agreement Discussion ofthe length oftime the agreement is in effect as well as the method to terminate the agreement and succeeding agencies obligations 8 Amendments Method by which the agreement could be amended 9 Hold Hannless Liability Language etc December 19 2000 2 JOA Exhibit A 2000 o D I o o o D I o N C o CJ South King County Regional Water Association Joint Operating Agreement exhibit B Computation of Charges Initial Computation based on 8 shares 16652 8 2081 Initial charge for a share Cost to develop JOA from Covington and WD 111 Cost to the three participants of 1A2 Covington and Auburn three sharE 6244 WD 111 two shares 4163 Final Computation based on 12 shares 16652 12 1388 Ultimate use charge Algona and Black Diamond one share 1388 WD 111 two shares 2775 Auburn Kent Covington WD Lakehven UD Or Soos Creek WSDthree shares 4163 Relmbersement for Development and initial use to Covington WD 111and Auburn 16652 Cost for development Covington WD 111 Aubum 8326 8326 6244 4163 6244208141636244 2081 4163 6244 4163 6244 4163 2775 4163 2081 1388 2081 463 463 463 1619 925 1619 lOA EchibiI B Fees 2000 development cost use charge 1A2 recovery charge IA2 Auburn ultimate use charge remaining reimb recovery charge IA3 Algona remaining reimb Decen—er 192000 Approved January 212003 REVISED DYLAWS of REGIONAL WATERASSOCIATION OF SOUTH KING COUNTY L MEMBERSHIP A Reeular Memben Governmental Bodies providing water service in South King County are entitled to regular membership in this Corporation upon approval by the Board ofDirectors and payment of any then required fees andor dues The term member as used in these Bylaws shall mean regular member unless otherwise designated D Affiliate Memben Any governmental body Association of Water Purveyors water purveyor individual or business may become an Affiliate Member upon approval by the Board of Directors and payment ofany then required fees andor dues Affiliate Members have no proprietary or other interest in the Corporation are not entitled to vote are not entitled to attend meetings as a matter ofright and have no right to participate in any distributions in dissolution or otherwise by the Corporation Affiliate Members may with the approval of the Board ofDirectors attend any regular meeting Ænd participate in all discussions at any regular meeting C Assienment Neither regular nor affiliate membership in this Corporation is assignable by the member ll DIRECTORS A Number The Articles of Incorporation provide for not less than three nor more than twenty five Directors At the present there shall be as many Directors as there shall be regular members plus the Alternate Directors provided for herein below The number of Directors and Alternate Directors may be changed by the membership at any regular meeting or at a special meeting called for that purpose D Oualifications Directors and Alternate Directors must be elected officials or the designee of members of the Corporation Each regular member shall be entitled to select one Director and two Alternate Directors provided herein below C Selection and Term Directors and Alternate Directors shall normally be selected by the Regular Member prior to the Annual Meeting and serve for a term ofone year or until such time BYLAWS 1 Approved Januy 212003 thereafter as their successors shall be selected by the Regular Member Notice of selection shall be in a written form satisfactory to the Board ofDirectors D Alternate Directors In the absence ofa Director at a meeting of the Board ofDirectors or in the event that a Director is unavailable or unable to act on any matter between meetings an Alternate Director representing the same member may attend the meeting and vote andor act outside a meeting Members may designate the order in which their Alternate Directors may act In the absence of such designations it shall be as agreed by that members Alternate Directors E Vacancies The Regular Member in accordance with the Selection requirements of these Bylaws shall fill any vacancies occurring among its Directors and Alternate Directors F Board of Directors The Director ITom each Regular Member or in the absence of the Director the Alternate Director shall constitute the Board ofDirectors ofthe Corporation No one need look beyond the fact that a vote or act was performed by either a Director or an Alternate Director All such votes and actions shall be binding on the Corporation and may be relied upon as the act of the Board ofDirectors and the Corporation by all persons dealing with the Corporation G ComDensation Directors shall not receive any compensation for acting as such but may be reimbursed for expenses incurred in the business of the Corporation provided the expenses were approved in advance by the Board ofDirectors or Executive Committee ill AFFILIATE DELEGATES A Affiliate Delegates Each Affiliate Member shall be entitled to an Affiliate Delegate and an Alternate Affiliate Delegate A Qualifications Affiliate Delegates and Alternate Affiliate Delegates may be elected officials of or a designee ofthe Affiliate Member C Selection and Term Affiliate Delegates and Alternate Affiliate Delegates shall be selected by the Affiliate Member and serve until such time thereafter as their successors shall be selected by the Affiliate Member Notice of selection shall be in a written form satisfactory to the Board of Directors D Vacancies The Affiliate Member in accordance with the selection requirements of these Bylaws shall fill any vacancies occurring among its Affiliate Delegates and Alternate Affiliate Delegates BYLAWS 2 Approved January 212003 F Compensation Affiliate Delegates and Alternate Affiliate Delegates shall not receive any compensation from the Corporation IV OFFICERS AND COMMITTEES A Number The Officers ofthe Corporation shall be a President Vice President Secretary and a Treasurer In addition to the foregoing the Board ofDirectors may elect such assistant or other Officers as the Board from time to time deems appropriate B Term Officers shall be elected by the Board of Directors at the Annual Meeting ofthe Board of Directors and shall serve for a term of one year commencing on their election or until such time as their successors are elected C Vacancies The Board ofDirectors may fill a vacancy in any office for the unexpired portion ofthe term D Oualifications No person may serve as an Officer of the Corporation unless hesheis also a Director or Alternate Director E President The President shall be the managing Executive Officer of the Corporation and shall be subject to the ultimate authority of the Board of Directors andor any Executive or other committees appointed by it have general charge ofthe business ofthe Corporation The President shall together with the Secretary execute all documents and instruments which are required in the ordinary course of the Corporationsbusiness or which are required by law to be executed by the Corporation F VicePresident In the absence of the President or hislher inability or refusal to act the Vice President shall perform the duties ofthe President and when so acting shall have all the powers of and be subject to all ofthe restrictions upon the President G Secretary The Secretary shall in person or through any Assistant Secretary or authorized employee a Keep the minutes ofall meetings b give all notices which must be given under these Bylaws or by statute c be custodian ofthe corporate records and seal and d in general perform all ofthe duties incident to the office of Secretary and such other duties as from time to time may be assigned to himher by the President or by the Board ofDirectors H Treasurer The Treasurer shall in person or through any Assistant Treasurer or authorized employee a Have charge and custody of all funds and securities ofthe Corporation b deposit all corporate moneys in the name ofthe Corporation in such Banks as shall be selected by the Board Of Directors and c in general perform all ofthe duties incident to the office ofTreasurer BYLAWS 3 Approved January 21 2003 and such other duties as fjom time to time may be assigned to himlher by the President or by the Board ofDirectors I Assistant Secreta and Assistant Treasurer Any Assistant Secretary or Assistant Treasurer when elected may act in the absence death inability or refusal to act of the Secretary or Treasurer respectively In addition any Assistant Secretary or Treasurer shall perform such duties as shall be assigned to himher fjom time to time by the Board of Directors or the Secretary or Treasurer J Executive Committee The President VicePresident Secretary and Treasurer shall constitute the Executive Committee of the Corporation and shall be allowed to act on behalf of the Board of Directors whenever action is required and it is not practicable for the Board of Directors to call a meeting and act Any action of the Executive Committee shall require the votes of three of the Executive Committee members Actions taken by the Executive Committee shall be brought to the next Regular Meeting ofthe Board ofDirectors for ratification K Audit Committee The President shall annually appoint an Audit Committee The Audit Committee shall review the financial condition and financial transactions of the Corporation at the end of each calendar year The Audit Committee shall include the Treasurer as chair and at least two additional Delegates or Alternate Delegates fjom different Members The Audit Committee shall report its findings to a Regular Meeting ofthe Board ofDirectors K Evaluation Committee The President shall annually appoint an Evaluation Committee The Evaluation Committee shall complete a performance review and evaluation of any employees of the Corporation Employee reviews and evaluations shall normally be completed by December 1 and shall generally cover the previous 12 months The President shall serve as chair of the Evaluation Committee and the committee shall include at least two additional Delegates or Alternate Delegates fjom different Members The Evaluation Committee shall report its findings to a Regular Meeting ofthe Board ofDirectors L Other Committees The President with the approval ofthe Board ofDirectors may establish other committees as may be appropriate to conduct the business of the Corporation The President shall appoint the members of and the chair for any committee established under this paragraph Committees shall consist of at least three Delegates or Alternate Delegates fjom different Members Affiliate Members may serve on committees established under this paragraph with full participation in discussion and other committee work however Affiliate Members shall have no vote in the committee Committees established under this paragraph shall terminate in 12 months fjom the time offormation unless reestablished by the Board ofDirectors Committees formed under this paragraph shall report to the Board of Directors at a Regular Meeting of the Board ofDirectors BYLAWS 4 Approved January 21 2003 v MEETINGS A Reeular Meetines The Board of Directors shall generally meet monthly at a regularly scheduled time and place as necessary to conduct the business of the Corporation The Board of Directors may change the time and place of Regular Meetings or cancel a Regular Meeting as necessary to meet the needs of the Directors and the Corporation The Directors shall be notified in writing of the time and place of regular meetings Upon each Director being so notified no further notice of regular meetings need be given unless the time and place thereof is changed B Annual Meetine The Annual Meeting ofthe Board of Directors shall be the January Regular Meeting ofthe Board of Directors c Joint Ooeratine AereementAnnual Meetine The Regular Members who are signatory members of the Joint Operating Agreement shall normally hold a Joint Operating Agreement Annual Meeting in September The Board of Directors shall set the time and place for the Joint Operating Agreement Annual Meeting and the President shall preside All business ofthe Joint Operating Agreement Annual Meeting shall be conducted with the same procedures and manner as other meetings of the Corporation except as required by the terms of the Joint Operating Agreement The Directors of signatory members of the Board of Directors shall be notified in writing of the time and place of the Joint Operating Agreement Upon each Director being so notified no further notice of regular meetings need be given unless the time and place thereof is changed D Soecial MeetinesSpecial meetings ofthe Board of Directors may be called at any time by or at the request of the President or any three Directors The President or Directors calling the special meeting shall give notice of the purpose thereof to the Corporation The Secretary shall then fix the date place and time of the meeting and give notice thereof and ofits purpose to all of the Directors at least five days in advance ofthe meeting E Quorum A majority of the Regular Members of the Corporation present in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Board of Directors The vote of a majority of the Regular Members present in person or by proxy shall be necessary for the adoption ofany matters unless a greater percentage is required by state law F Infonnal Action Any action which must or might be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors or committee members as the case may be BYLAWS 5 Approved January 212003 VI VOTING A General Each Regular Member shall be entitled to one vote on each matter submitted to a vote at a meeting ofthe Corporation B Proxies Regular Members may vote in person or by proxy A proxy to be valid must be in writing signed by the member and submitted to the Corporation prior to voting No proxy shall be valid after thirteen months ftom the date of its execution unless otherwise provided in the proxy C Mail Voting At the discretion of the Board of Directors voting may be conducted by mail In such case a written ballot shall be sent to each Regular Member at least twenty days in advance of the date for canvass of the votes The written ballot shall contain and describe the issues or persons to be voted upon and shall provide space for the Regular Member to vote for or against the issue or for the candidates ofhis or her choice Vll CORPORATION FUNDS A Deoosits All funds ofthe Corporation other than a reasonable amount for petty cash shall be deposited in the name of the Corporation in such banks or other depositories as the Board of Directors shall select B Checks All disbursements by the Corporation other than small amounts ftom petty cash shall be by check drawn direct to the ultimate payees and signed by at least two Directors of the Corporation vm EMPLOYEES A Emolovees The Board of Directors may employ or appoint such organizations and persons as it deems appropriate and shall establish or approve salaries andor other charges for such services Employees shall not be elected or appointed officials or employees of any regular member entity and shall serve at the will of the Board of Directors The Regional Water Association ofSouth King County is an at will employer B Annual Review Annually the Board of Directors with the assistance of the Evaluation Committee shall review the perfonnance and compensation of any employees ofthe Corporation BYLAWS 6 Approved January 21 2003 MEMBERAGREEMENTS A Member Agreements From time to time the Board ofDirectors may offer member agreements to members for consideration and or participation Approval or participation in any agreement so offered shall not be a condition of membership in the Corporation B Joint Operating Agreement The South King County Regional Water Association Joint Operating Agreement is a Member Agreement as defined in these Bylaws As such participation in the Joint Operating Agreement is not a condition ofmembership in the Corporation x AMENDMENTS The Board of Directors may adopt new Bylaws or may alter amend or repeal these Bylaws at a Regular Meeting or at a Spcial Meeting provided such meeting is held with proper notice as required by these Bylaws or through the mail voting procedures ofthe Corporation XII DUES AND CHARGES Membership fees dues andor other charges the time for payment thereof and procedures in the event ofdelinquency shall be as established ITom time to time by the Board ofDirectors xn CONTRACTS LOANS AND CHECKS A Contracts The Board ofDirectors may authorize any Officer or Officers agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances A Loans No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors or the Executive Committee if such authority is delegated it by the Board of Directors Such authority when granted may be general or confined to specific instances C Loans to Directors and Officers The Corporation shall make no loans to its Directors or Officers Any director who votes for or assents to the making of a loan to a Director or Officer of the Corporation and any Officer or Officers participating in the making of such loan shall be jointly and severally liable to the Corporation for the amount ofsuch loan until repayment thereof BYLAWS 7 Approved January 212003 172002 Xill SEAL The Board of Directors shall provide for a corporate seal which shall have inscribed thereon the name of the Corporation and the words State of Washington and Corporate Seal Until changed by the Board ofDirectors the Corporations seal shall be that affixed to this page ADOPTED this ZI day of 23SJ DIRECTOR L DIRECTOR DIRECTORo DIRECTOR DIRECTOR BYLAWS 8 RESOLUTION NO 3374 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON REPEALING RESOLUTION NO 3358 AND THE AUTHORIZATION THEREFOR AND APPROVING THIS RESOLUTION NO3374 AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF KENT WHEREAS Resolution No 3358 authorizing the execution of an Emergency Water System Intertie Agreement was approved by the City Council on June 18 2001 and WHEREAS the Emergency Water SyStem Intertie Agreement attached as Exhibit A to Resolution NO 3358 was a draft of the final Emergency Water System Intertie Agreement agreed to by Auburn and Kent and WHEREAS changes were made by both parties to the draft agreement attached to Resolution No 3358 that were intended to be in the agreement executed by both parties and WHEREAS pursuant to RCW 35A11040 Auburn and Kent have legal authority to exercise their powers and perform any of their functions as set forth in RCW 3934 and WHEREAS pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and Kent have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services and WHEREAS the City of Auburn and the City of Kent currently have an emergency water system intertie and Resolution No 3374 071701 Page 1 WHEREAS the existing intertie station is going to be removed and relocated as part of the South 277 Street Improvement project and WHEREAS a temporary emergency water system intertie Will be constructed and available for use during the South 277th Street Improvement project and WHEREAS an agreement outlining the design construction and operation of the temporary and permanent emergency water system intertie is needed NOW THEREFORE THE COUNCIL OF THE CITYOF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Section 1 Pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and Kent have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services Section 2 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute the Emergency Water System Intertie Agreement which was agreed to between the City and the City of Kent A copy of said Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein Section 3 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 3374 071701 Page 2 DATED this day of 2001 CITY OF AUBURN CHARLES A BOOTH MAYOR ATTEST City Clerk APPROVED AS TO FORM Michael J Reynolds City Attorney Resolution No 3374 071701 Page 3 Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 PACXFX NIJ TXT AGPAGEtOF095xe232eoio9KXNGCOUNTYU RECORDERS COVER SHEET Document Titles or transactions contained therein 1 EMERGENCY WATER SYSTEM INTERTIE AGREEMENT E5 3 5 Reference Numbersof Documents assigned or released rAdditionalreference s on page of document Lor GrantorsLast name first then first name and initials 1 Auburn City of Grantee Last name first 1 Kent City of Legal Description abbreviated ielot block plat or section township range NA Government Interlocal Additional legal is on page of document AssessorsProperty Tax ParcelAccount Number NA Government Interlocal Assessor Tax not yet assigned EMERGENCY WATER SYSTEM INTERTIE AGREEMENT KentAuburn Intertie Agreement No 1 THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as Auburn and the City of Kent hereinafter referred to as Kent for the purposes of planning designing constructing maintaining and operating an emergency system intertie between the respective parties WITNESSETH WHEREAS both Cities have water facilities in the vicinity and WHEREAS both Cities can increase fire protection and emergency water supply reliability for their customers and WHEREAS the Cities are willing to provide the necessary services to increase fire fighting and emergency supply reliability upon the terms and conditions set forth herein NOW 1 THEREFORE IT IS MUTUALLY AGREED as follows The emergency water system intertie is intended to be operated manually as a two way emergency supply between the Auburn and Kent Systems The intertie facility shall be located near South 277th Street at the Water Service Area Boundaries between the two cities An existing intertie located at B Street NE and South 277th Street will be replaced with a temporary metering station and eventually a permanent metering station Final location and configuration of the facilities shall be determined at the time of final design The emergency water system intertie shall be operated only in the event of an emergency For purposes of this agreement an emergency shall be defined as resulting from a water shortage a major water line break fire demand contamination to the water supply system mechanical equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other agreed upon emergency within the water supply system Auburn has acquired the right of way for the metering station and Kent will design and administer the contract for the construction of the temporary facilities within the right of way acquired by the City of Auburn The permanent facilities will be constructed as part of the South 277th Street Improvement Project All of the facilities will be designed and constructed in accordance with reasonably accepted water utility standards for similar municipal water utilities Auburn will own and maintain the piping interior o equipment emergency meter and interior appurtenances and all piping up to the Kent side of the vault for both the temporary and permanent metering stations Upon completion of construction Auburn will transfer ownership of all exterior appurtenances and all piping which is located on the Kent side of the vault to Kent Kent will own and maintain the exterior appurtenances and all piping on Kents side of the vault Each City will each have unlimited access to the vault via a dual padlock or ownership of keys to the vault Each City will operate the respective normally locked valve inside of the vault Auburn will solely unlock and operate the locked valve on Auburns side of the meter and Kent will solely unlock and operate the locked valve on Kentsside of the meter The procedure for operating the intertie in the event of such emergency shall be as follows Each City shall determine that an emergency of sufficient magnitude has occurred which warrants the need to request that the intertie be activated The Public Works Director or appointed person or authorized personnel shall provide a verbal request to the other Citys Public Works Director or appointed person Upon agreement that an emergency exists which shall allow for the intertie to be opened the intertie will be activated as soon as reasonably possible Both Cities personnel shall be present at the vault to open the valves to activate the facility The City requesting the activation shall provide a written confirmation of the request not less than 24 hours after the verbal request or on the first day of normal business after the verbal request The intertie shall remain activated until the City requesting activation determines that the need for activation of the emergency intertie has ceased and shall request in writing to close the intertie Eo In case of emergency or whenever the public health safety or the equitable distribution of water so demands the City supplying the water may change reduce or limit the time for or temporarily discontinue the supply of water without notice water service may be temporarily interrupted limited for purposes of making repairs 10 extensions or doing other necessary work and the City supplying the water shall not be responsible for any damage resulting from interruption change or failure of the water supply and the City receiving the water City requesting activation shall save and hold harmless the City supplying the water from any loss damages or suites to or by customers of the City receiving the water resulting from interruption change or failure of water supply provided by this Agreement except damages arising out of the City supplying the wateFs negligence Prior to a planned interruption or limiting of service the City supplying the water will notify the City receiving the water of such not less than three days prior to the service disruption The City supplying the water agrees to use best efforts and reasonable diligence to notify the City receiving the water as soon after it becomes aware of the need for service disruption and further will to the extent practical limit the service disruption to daylight hours Auburn shall read the meter upon activation and upon deactivation of the intertie The city supplying the water shall verify the information and shall then calculate and invoice the other City for the water used during the request The invoice shall be calculated by the total water used during the event The rate shall be at the current Auburn or Kent Wholesale Rate depending on which city is supplying the water This shall be complete payment for the water labor and administration of activating the intertie The total project costs shall include costs for consulting design service and construction These costs shall be paid for by the City of Kent The project costs shall be reviewed and agreed upon by Public Work Directors of both Cities at the beginning and end of each stage described above Each City is responsible for associated staff administration and legal costs associated with the implementation of the agreement To the extent allowed by law the City of Kent shall defend indemnify and hold harmless the City of Auburn its elected officials employees and agents from and against any and all suits claims actions losses costs expenses of litigation attorneys fees penalties and damages of whatsoever kind or nature arising out of or in connection with or incident to an act or omission of the City of Kent its employees agents and contractors in the performance of the City of Kents obligations under the Agreement and this Amendment This indemnification provision shall include but is not limited to all claims against the City of Auburn by an employee or former employee of the City of Kent or its contractors and as to such claims the City of Kent expressly waives all immunity and limitation of liability under Title 51 RCW To the extent allowed by law the City of Auburn shall defend indemnify and hold harmless the City of Kent its elected officials employees and agents from and against any and all suits claims actions losses costs expenses of litigation attorneys fees penalties and damages or whatsoever kind or nature arising our of in connection with or incident to an act or omission of the City of Auburn its employees agents and contractors in the performance of the City of Auburnsobligations under this Agreement This indemnification obligation shall include but is not limited to all claims against the City of Kent by an employee or former employee of the City of Auburn or its contractors and as to such claims the City of Auburn expressly waives all immunity and limitation of liability under Title 51 RCW 11 This Agreement shall remain in force until terminated by either party hereto upon 60days written notice to the other party Any project costs incurred up to the date of such notice as described herein shall be shared in accordance with the provisions of this Agreement IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN King County Washington Mayor Date City Attorney Date CITY OF KENT KingCunty W Mayor Date Approved as to form ByCity Attorney Date HWQWATERUTILITYIlNTERTIESKENKENTEIA FINALDOC RESOLUTION NO 3 5 3 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A REVISED WATER SYSTEM INTERTIE AGREEMENT NO 3A BETWEEN THE CITY OF AUBURN AND THE CITY OF ALGONA WHEREAS pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and Algona have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services and WHEREAS the City of Auburn and the City of Algona executed Interlocal Agreement No 3 IA No 3 dated August 19 1996 and WHEREAS information and exhibits in IA No 3 need to be updated to reflect current status and WHEREAS the Algona well and water right were not completely conveyed by Algona to Auburn as intended under IA No 3 and WHEREAS it is the desire of Algona and Auburn to finalize the IA No 3 agreement with respect to facilities constructed and agree on a method of payment for constructed and proposed facilities NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Resolution No 3534 September 26 2002 Page 1 Section 1 Pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and Algona have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services Section 2 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a revised Water System Intertie Agreement No 3A between the City and the City of Algona A copy of said Agreement is attached hereto denominated as Exhibit 1 and made a part hereof as though set forth in full herein Section 3 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 3534 September 26 2002 Page 2 CITY OF AUBURN MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM City Attorney Resolution No 3534 September 26 2002 Page 3 Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 200303000705PACZFZCNUTZTAG5000PAGEeelOFe32011328838944KZNGCOUNTYhA RECORDERSCOVER SHEET Document Titles or transactions contained therein Interlocal Agreement Reference Numbersof Documents assigned or released IAdditional reference s on page of document GrantorsBorrowersLast name first then first name and initials Auburn City of GranteeAssigneeBeneficiary Last name first Algona City of Legal Description abbreviated ielot block plat or section township range PER RCW 3934 Additional legal is on page of document IAssessors Property Tax ParcelAccount Number NA Assessor Tax not yet assigned WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as Auburn and the City of Algona hereinafter referred to as Algona for the purposes of modifying Interlocal Agreement 3 between Algona and Auburn and establishing a payment schedule for the system intertie between the respective parties WITNESSETH WHEREAS both Cities have executed Interlocal Agreement 3 IA3 for the Algona Intertie Project dated August 19 1996 and WHEREAS both Cities agreed that the following facilities were to be built and funded in part or in whole by Algona as a part ofIA3 1 Five 5 Meter Stations 2 A Future Reservoir in Lakeland Hills 3 Wells 6 and 7 and WHEREAS this agreement identifies one time capital facilities charges for the above referenced projects that serve to increase the capacity of service to the City of Algona and WHEREAS Algona agreed to deed over its primary Water Rightsinstantaneous flow rate Qi of 500 gpm annual flow rate Qa of 175 acre feet per year well facilities and well property protection zone easement to Auburn in exchange for Auburn providing a portion of the Algona long term water supply and WHEREAS the Cities agreed to terminate a number of preexisting agreements and WHEREAS Algona agreed to implement a water conservation program consistent with Auburns conservation program and WHEREAS Algona agreed to maintain its 100000 gallons of system storage participate in an additional 100000 gallons of storage in the Auburn system or provide for the storage otherwise and WHEREAS Algona granted Auburn permission to construct own operate maintain repair and replace Auburn water facilities within Algona right of way at Auburn expense and WHEREAS the Boeing Company Welded Duct Facility was transferred to Algona as a direct service customer and the existing meter was converted to a master meter and WHEREAS a 180000 gallon share of the IA3 proposed 17 million gallon Lakeland Hills Reservoir was to be financed by Algona in accordance with the Algona January 1997 Water System Plan and with Auburn storage criteria in accordance with the schedule contained in Exhibit D of IA3 and WHEREAS Auburn agreed to provide Algona up to 525000 gallons of average day demand ADD and 1114000 gallons of maximum day demand MDD through 2014 and WHEREAS the estimated project costs were shown in Exhibit D of IA3 and those estimated costs were understated and WHEREAS the Algona City well and associated water rights were not completely conveyed by Algona to Auburn as intended under IA3 and WHEREAS it is the desire of Algona and Auburn to finalize the IA3 agreement with respect to facilities constructed and agree on a method ofpayment for constructed and proposed facilities NOW THEREFORE IT IS MUTUALLY AGREED as follows In order to provide for the construction and operation of water supply facilities piping and meters for a water supply intertie and reservoir capacity all between Auburn and Algona the Participants mutually agree 1 Interlocal Agreement 3 IA3 for the Algona Intertie Project between the City of Algona and the City of Auburn dated August 19 1996 and adopted by City of Auburn Resolution No 2770 is hereby superceded by this Agreement 2 Algona shall convey to Auburn Algonas City well and any and all associated water rights by Bill of Sale included as Exhibit F The well location is depicted on Exhibit A In addition Algona shall convey a Well Site Easement included as Exhibit G and Access Easement included as Exhibit H for the aforementioned well All costs for said conveyances will be included within the costs of projects planned under this Agreement In event of future well abandonment by Auburn any and all related easements shall be vacated by Auburn and Algona and others shall no longer be bound thereby 3 Algona shall have and implement a conservation program The conservation program shall at a minimum be consistent with Auburns conservation program and include field testing for leak detection repair of leaks and public information actions equal to Auburns public information actions Algonas water conservation plan shall be included in the 2002 Algona Water System Plan 4 So long as it continues to purchase wholesale water from Auburn Algona shall continue to maintain and provide no less than the existing storage in its 100000 gallon reservoir in its westerly service area Alternately Algona may elect to increase participation by 100000 gallons within the future Auburn reservoir per Exhibit B herein or acquire storage otherwise such as from Lakehaven Utility District and terminate the continued operation of the existing reservoir in its westerly service area 5 Algona hereby grants Auburn the right to construct own operate maintain repair and replace Auburns municipal water system including pipes fire hydrants valves meters and other appurtenances located within Algona rightofway as shown on Exhibit A in perpetuity per the terms and conditions herein 51 Auburn shall provide to Algona copies of available record drawings showing the location of Auburns water system within Algona rightofway 52 Except for the normal operation of Auburns water system Auburn shall notify Algona prior to any major waterline improvements or replacements which may interfere with or disrupt any other utilities andor passage of traffic within Algona Algona shall notify Auburn prior to any street or other utility improvement which may interfere or disrupt Auburns water system 53 Auburn shall be responsible to pay for costs associated with improvements to Auburns water system including necessary street patches In the event that Algona constructs any street improvements on those rightsofway containing Auburns water system Auburn shall be responsible to adjust all water system appurtenances to finish grade including lowering or raising said pipelines at conflict with Algona improvements 6 Algona agrees to financially participate in the supplemental supply development of a portion ofAuburns Well 6 and Well 7 in accordance with Exhibit D 7 This Agreement shall include construction and operation of up to five individual master meter stations Three master meter stations including the one currently serving the Boeing Welded Duct Facility and two installed under IA3 are as shown on Exhibit A The remaining two meter stations will be located and constructed at the discretion of Algona For adequate water distribution to be obtained it may also be necessary for Algona to construct additional piping and connections at its own expense 8 Algona agrees to transfer title to Auburn for any water lines between existing master meter stations and the existing Auburn mains Any piping between future master meter stations and Auburn mains will be similarly transferred by Algona to Auburn Title will be transferred with a bill of sale and the water pipe will be regulated under Paragraphs 5 and 13 of this Agreement 9 This Agreement shall include future construction of a reservoir by Auburn within the Lakeland Hills development area within Pierce County Washington The volume of the new reservoir is presently estimated to be approximately 265 million gallons and this capacity is to be shared with Algona Financial participation is to be based on a capacity percentage basis by any and all municipalities sharing in the capacity whether the actual storage volume usage for any such municipality is directly derived from the reservoir or not Algonascapacity shall be 180000 gallons exclusive of the provision of Paragraph 4 of this Agreement 10 Algona projects the need for supply source in the following quantities Year Average Daily Demand mgd Maximum Daily Demand mgd 2004 0457 0945 2009 0491 1029 2014 0525 1114 11 Additional water supply may be available as mutually agreed to in writing by the Auburn City Council and the Algona City Council 12 Respective facility ownership capacity rights and responsibility for operation maintenance and renewal andor replacement rr are as specifically described in Exhibit B Operational parameters shall be as specifically defined in Exhibit C 13 Distribution water pipelines within the city limits of a Participant shall be owned and the responsibility of that Participant with the exception of Auburn facilities specifically identified on Exhibit A and permitted by Paragraph 5 14 Retail customers whose property lies within the city limits of a Participant shall be the retail customers ofthat Participant 15 For Auburn facilities within Algona as specifically identified on Exhibit A Algona hereby grants a franchise to Auburn 16 Auburn shall design construct and maintain its facilities constructed under this Agreement in accordance with the design standards described in the 2001 Auburn Comprehensive Water Plan and the updates thereto 17 Both Participants shall exercise good faith and use best efforts in estimating project costs However the foregoing notwithstanding each Participant shall be responsible for and shall pay for one hundred percent 100 of its actual proportionate share of the project costs regardless of the estimate The project costs are estimated as shown in Exhibit D The Participants shall maintain individual cost records of their expenses for the project Auburn will maintain overall coordinated project cost records Algona has the right to review the design of each project in Exhibit D prior to the project being bid Auburn shall allow sufficient time in the project schedule for this review Should potential cost savings to the design be identified that are not in conflict with accepted industry design standards Algona and Auburn shall work in good faith and cooperatively to incorporate the potential cost savings into the final design 18 The Participants shall fully finance and pay for their proportionate share of cost as shown in Exhibit D Algona shall deposit funds with Auburn to perform the project work for the proposed facilities in accordance with the schedule shown in Exhibit E As future actual costs of projects in Exhibit D are determined Auburn will notify Algona of such updates and the authorized representatives will execute an update to Exhibit D which will supercede all prior dated versions of Exhibit D 19 Auburn has prepared a cost of service study to determine the cost of service to its customers A customer classification for wholesaleAlgona has been created and rates for service charges are based on a rate study for this customer classification Auburn will regularly update the cost of service analysis Wholesale water rates to Algona will be based on costs of providing the service 20 For purposes of this Agreement each Participant identifies its authorized representative as the Mayor of Algona and as the City Engineer of Auburn 21 The Participants shall meet as needed for project coordination 22 The Participants shall be responsible for design construction management and commissioning of all facilities to be constructed in accordance with ownership of the facility Responsibilities may be assigned otherwise by agreement of the Participants authorized representatives 23 It is acknowledged and agreed that in the event Auburn experiences any system failure or decreased capacity for any reason the supply to Algona may be curtailed to an equal percentage ofuse as Auburns curtailment is implemented Such curtailment shall be imposed by Algona on Algona retail customers immediately and simultaneously as such curtailment is imposed by Auburn on Auburn retail customers 24 It is the intent of Auburn to provide the water described in Paragraph 10 whenever it is available subject to the limitations described in Paragraph 23 Auburn shall use reasonable diligence and best efforts to provide immediate notice in the event it becomes aware that it may not be able to fulfill the requirements ofParagraph 10 for any reason 25 Aubum possesses the shortterm approximately five 5 years capacity to meet the storage requirements for Algona Longterm storage requirements for Algona shall be met by Algona financial participation within the next increment of storage to be constructed by Auburn Algonas minimum financial participation shall provide for construction of storage volume capacity of 180000 gallons inclusive of standby equalization and fire protection volume storage Such 180000 gallon capacity is in addition to Algonas existing 100000 gallon reservoir storage in its westerly service area 26 Algonaswater supply needs above the 0525 mgd average daily demand and the 1114 mgd maximum daily demand both identified in Paragraph 10 will be dependent upon negotiation of an amendment to this Agreement 27 This Agreement shall remain in full force unless terminated by mutual agreement of the Participants 28 This Agreement may be amended only in writing by approval signed by the Participants 29 The authorized representatives shall have authority to update Exhibits attached hereto The Exhibits shall be updated andor revised only upon written agreement signed by the Participants authorized representatives Updates must be ratified by each ParticipantsCity Council 30 Algona agrees to indemnify defend and hold harmless Auburn its officers directors employees and agents and their successors and assigns from any and all costs or claims arising out of or in any way resulting from Algonas default failure of performance or negligent conduct associated with this Agreement It is further agreed that Auburn shall provide water to Algona consistent with its provision of water to all of its retail water customers and the failure of the Auburn water system to deliver flow to Algona in whole or in part as described in this Agreement so long as Auburn is providing water to Algona consistent with its provision of water to the rest of its retail water customers and consistent herewith shall not give rise to an action against Auburn and Algona agrees to indemnify defend and hold harmless Auburn its officers directors employees and agents and their successors and assigns from any and all costs or claims arising out of or in any way resulting from any such failure of the Auburn water system to deliver flow to Algona in whole or in part This indemnification provision shall include but is not limited to all claims against Auburn by an employee or former employee of Algona or their contractors and as to such claims Algona expressly waives all immunity and limitation of liability under Title 51 RCW Auburn agrees to indemnify defend and hold harmless Algona their officers directors employees and agents and their successors and assigns from any and all costs or claims arising out of or in any way resulting from Aubums default or negligent conduct associated with this Agreement This indemnification provision shall include but is not limited to all claims against Algona by an employee or former employee of Auburn or its contractors and as to such claims Auburn expressly waives all immunity and limitation ofliability under Title 51 RCW 31 The parties shall make good faith efforts to resolve by informal discussion any dispute arising under or in connection with this Agreement If at any time either party to this Agreement determines that such informal discussions will not result in a resolution ofthe dispute such party may request formal discussion by both parties If formal discussion by the parties does not resolve the dispute a settlement conference shall be held within thirty 30 days of the unsuccessful resolution meeting The settlement conference will be held at the Seattle office of Judicial Arbitration and Mediation Services Inc JAMS The complaining party must contact JAMS to schedule the conference The parties may agree on a retired judge from the JAMS panel If they are unable to agree JAMS will provide a list of three available judges and each party may strike one The remaining judge will serve as the mediator at the settlement conference 32 If any provision of this Agreement is invalid or unenforceable the remaining provisions shall remain in force and effect IN WITNESS WHEREOF the Participants hereto have caused this Agreement to be executed by their proper Officers on the date shown below City ofBy Its Mayor Attest by Approved as to Form City of Algona 102102 By Its Date Attest by v Approved as to Form by s NORMALLY CLO 10th 8 MET 10th AVE 3TING I00000RESERV 6th AVE N EMERGENCY INTERTIi CONSTRUCTED JULY 4 METER WELL ib AND AUBURN ELLINGSON D Jl EXISTJNG METER FUTURE METER VE AUBURN CITY LIMITS QUADRANT WATE ALGON ALGONA WATE 1ST RESERVOIR PIERCE OU EXHIBIT A FACILITIES LAYOUT PLAN IA 3A ALGONA INTERTIE PROgECT SCALE 1800 Update Approval 1 Auburn Algona 2 Auburn Algona 3 Auburn Algona Exhibit A Facilities Layout Plan WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A continued Dated Dated Dated Dated Dated Dated Exhibit B Facility Ownership Capacity Rights Operation Maintenance and Renewal and Replacement Responsibilities to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A Operation Facility Location Facility Capacity Maintenance Ownership Rights RenewalReplacement Responsibility Meter Station 1 200 easterly of the Auburn 100 Algona Auburn existing for Boeing Intersection of 1st Avenue Noah and Perimeter Road Meter Station 2 Intersection of Auburn 100 Algona Auburn existing Milwaukee Avenue and Boundary Boulevard Meter Station 3 Intersection ofIndustry Auburn 100 Algona Auburn existing Drive North and Boundary Boulevard Meter Station 4 Presently unknown but Auburn 100 Algona Auburn future probably near intersection ofWest Valley Highway and Boundary Boulevard extended Meter Station 5 Presently unknown but Auburn 100 Algona Auburn future probably near intersection of UP RR and 1 st Avenue Noah Algona Well I50 northwesterly Auburn 100 Auburn existing of intersection of Auburn Washington Boulevard and 3rd Ave South Lakeland Hills Lakeland Hills Pierce Auburn 180000 Auburn Reservoir future County gallons Algona remainder Auburn Supply Qi Well 6 Fulmer Field Auburn 1114000 Auburn existing Well 7 City Park gpd Algona supplemental remainder water rights Auburn 9 Exhibit B Facility Ownership Capacity Rights Operation Maintenance and Renewal and Replacement Responsibilities to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A continued Update Approval 1 Auburn Algona 2 Auburn Algona Dated Dated Dated Dated lO Exhibit C Project Criteria to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A Project Criteria Meter Stations to be sized on flow volume criteria as opposed to line size Maximum Qi daily demand flow is 1114 million gallons per day for total ofall meter stations supply to Algona except in case of fire or emergency Maximum annual Qa average daily demand flow is 0525 million gallons per day for total of all meter stations supply to Algona Each meter station shall be calibrated annually for the first three years of operations and thereafter at the discretion of Auburn Reservoir capacity for Algona is 180000 gallons of the estimated 265 mg total capacity in the proposed Lakeland Hills Reservoir Total of all meter stations supply to Algona necessary for peak hourly flow and fire flow shall be determined by Algona and such data provided to Auburn for meter station design andor station design review Update Approval 1 Auburn Dated Algona Dated 2 Auburn Dated Algona Dated 11 Exhibit D Project Cost Estimate to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A Incurred Costs IA3 To Date Description Estimated Cost Expenditures to Date Auburn Algona METER STATIONS includes allied costs 2inch@ Boeing NA NA NA NA 8inch@ Industry Drive 25740 76723 31757 44966 8inch@ Milwaukee 25740 76723 31757 44966 8inchFuture 28600 NA 0 100 8inchFuture 31460 NA 0 100 Subtotal Meter Stations 111540 153446 63514 89932 SUPPLY FACILITIES Well 6 1057507 990514 66993 Well 7 2387050 2235829 151221 Subtotal Supply Facilities 1787500 3444557 3226343 218214 PRELIMINARY COSTS Algona WellWaterRights 5000 5000 5000 0 Conveyance Algona Water Rights NA NA 30000 30000 Well Easements 2000 2000 2000 0 SKCRWA JOA Development 5800 5800 0 5800 COSRateStudy 1627 1627 0 1627 Subtotal Preliminary Costs 14427 14427 37000 22573 COSTS TO DATE NA 3612430 3326857 285573 PAYMENTS TO DATE NA NA 3326857 8530O BALANCE OWING NA NA 0 200273 STORAGE FACILITIES Lakeland Hills Res 2700000 NA 2520000 180000 Subtotal Storage Facilities 2700000 NA 2520000 180000 Estimated Total PROJECT COST 4613467 6312430 5846857 465573 Update Approval 1 Auburn Dated Algona Dated 2 Auburn Dated Algona Dated 12 Activity Exhibit E Project Schedule to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A Date Execute Interlocal Agreement 3 Complete master meter stations design for initial two stations Algona to provide well water rights and easements conveyance to Auburn Award master meter stations construction contract Complete construction of master meter stations 42 and 3 Final master meter stations and conveyance project cost accounting Interim payment of 85300 from Algona Final Auburn Wells 6 and 7 cost accounting Execute Inteflocal Agreement 3A Future construction ofmaster meter stations 4 and 5 Algona to provide 200273 to Auburn for partial payment ofcost incurred to date Algona to provide 180000 to Auburn for partial payment for future Reservoir Final project cost accounting Final IA 3A balancing payment from Algona Completed Completed November 2002 Completed Completed Completed Completed Completed November 2002 To be determined 31 March 2003 Due at Construction Contract Award 31 March 2008 30 April 2008 13 Exhibit E Project Schedule to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A Update Approval 1 Auburn Algona 2 Auburn Algona Dated Dated Dated Dated 14 Exhibit F Bill ofSale for Algonas Well to WATER SYSTEM INTERTIE AGREEMENT AlgonaAuburn Intertie Agreement No 3A follows eturn Address City of Auburn City Clerk 25 West Main Auburn WA 98001 Above this line reserved for recording information Reference if applicable GrantorBorrower BILL OF SALE NA 1 City of Algona GranteeAssigneeBeneficiary Legal DescriptionSTR AssessorsTax Parcel IDg City of Auburn NW SW14252I4E 9543000570 Additional on page 2 Additional on page Additional on page KNOW ALL MEN BY THESEPRESENTS that for and in consideration of the sum of ONE DOLLAR100 and for the consideration ofincorporating the facilities into the City system and other good and sufficient consideration receipt whereof is hereby acknowledged the undersigned Grantor City of Algona a Municipal Corporation in King County Washington do by these presents hereby convey setover assign transfer and warrant to the City of Auburn a Municipal Corporation in King County Washington a well and waterworks supplying water for public use the associated ground water right EXHIBIT A Certificate Number GI22769C and all appurtenances or any other associated public facility generally consisting of a ten 10 inch casing to approximately 65 feet beow ground surface Situated within the following described real property See EXHIBIT B ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF and the said Grantors hereby warrants that they are the sole owners ofall the property above conveYed that they have full power to convey the same and that they will defend the title ofthe said Grantee against any and all persons lawfully making claim thereto and indemnify the City of Auburn for any costs including Attorney fees in defending tide Bill ofSale Page I of 2 day of IN WITNESS wHEREOF the Grantors hashave executed these presents this 2002 City ofAlgona GRANTOR GLENN WILSON MAYOR STATE OF WASHINGTON SS County of King I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that heshesigned this instrument on oath stated that heshewas authorized to execute the instrument and acknowledged it as the of a Municipal Corporation to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument Dated Notary Public in and for the State of Washington residing at My appointment expires File 41 REF HFORMSFC089R 401 Bill ofSale Page 2 of 2 trde Street AI kashJnton 98002 ricilto t d iii tlriilirdbr Ih pnrltlllof1alld IIw idridtl to IJr o id PUBLIC WATEREE APPROPRIATED Iv contJnuousZ LOCAIION OF DIVERSIONWITHDRAWAL 400 feet east and 1200 feet south froe st qrtercornerof Sec 25 RECORDED PLATED pROPERT7 Aea serred by it of lgo 7to right to the use ofthe tervforeid herein confirmed i tetrictetotheland orpce deabraept pmldedbt RC 900090090and 904020 041 Given under thy iand attd thenlothorce at IashhioflthB o 0g I Departmen of Ecology t h o E IOBBRTKIlcalllRegional lqanagor FOIl COUNTY USE ONLY ilArl Iii AiiIaRI4 DEPARTIETOF ECOLOGY PROOF OF APPROPRIATION OF WATER sr7LrStreet Aror A qPr LEGAL DESCRIPTIOH OF PROPERTT OH WHICH WTER e3te ZOC LOt PBLa Vol lO e 16 tntot or tcr ieL rJty cr Aleom 1ashJrtor CescripUonofC ty UnJts Al hnt U oFFecti F3 25 26 a 35 nFZ3G at therthgcner oF eouthmomrterorctlon 23T nnorth tnrcCJonvRhtehyn or therht7oRhtet heeaer 3y Jd easterlyre tn or 6bAnm Sauth to anLnLeraectlm wRh thood Exhibit G Well Site Easement to WATER SYSTEM INTERTIE AGREEMENT AlgonaJAuburn Intertie Agreement No 3A follows 16 ReturrAddress City ofAuburn City Clerk 25 WestMain Auburn WA 98001 Above this line reserved for recording information EASEMENT Well Site Easement Reference if applicable GrantorBorrower GranteeAssigneeBeneficiary Legal DescriptionSTR AssessorsTax Parcel IDS NA City ofAlgona City of Auburn NW SWI425214E 9543000570 Additional on page 2 Additional on page Additional on page For and in consideration of the sum of one dollar 100and other good and valuable consideration in handpaid receipt of which is hereby acknowledged and for benefits to be derived by the Grantor herein Grantor City of Algona a municipal corporation of King County Washington hereby conveys and warrants to the City ofAuburn Grantee herein a municipal corporation of King County Washington its successors and assigns a perpetual Nonexcusive Easement under over through and across the following described real property for the purpose of operating maintaining installing and decommissioning a well and waterworks supplying water for public use AND APPURTENANCES THEREOF said real property being described as follows SEE EXHIBITS A AND B ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF This easement is given under the threat of and in lieu of Eminent Domain Said Grantee shall have the absolute right at times as may be necessary for immediate entry upon said Easement for the purpose of maintenance inspection construction repair reconstruction or decommissioning of the above improvements without incurring any legal obligation or liability therefore Said Grantee shall have the absolute fight to place any type of driving surface within said Easement deemed necessary by the Grantee EASEMENT Page I of4 Said Grantor shall not in any way block restrict or impede access and egress to or from said Easement andor in any way block restrict or impede full use of the real property within the abovedescribed Easement by said Grantee for the abovedescribed purposes Said Grantor may fence across said Easement andor along the boundaries of said Easement provided that a gate is constructed in said fence Said gate shall be of sufficient length and location to allow the Grantee full use of and access and egress to and from the real property within the abovedescribed Easement If said gate is to be locked keys shall be provided to the Grantee This Easement shall be a covenant running with the abovedescribed real property and burden said real estate and shall be binding on the successors heirs and assigns of all parties hereto Dated this day of 2002 City ofAlgona GRANTOR GLENN WILSON MAYOR STATE OF WASHINGTON County ofKing I certify that I know or have satisfactory evidence that and isarethe personswho appeared before me and said individuals acknowledged that heshethey signed this instrument and acknowledged it to be hishertheir free and voluntary act for the uses and purposes mentioned in this instrument Dated Notary Public in and for the state ofWashington residing at My appointment expires REF HFORMSkFC087498 EASEMENT Page 2 of4 EXHIBIT A ALGONA WATER WELL EASEMENT 3RD AVENUE SOUTH AND WASHINGTON BOULEVARD THAT PORTION OF LOTS 23 AND 24 AND 25 AND 26 AND 27 AND 28 AND 29 AND 30 ALL IN BLOCK 4 OF WOODS ALGONA ADDITION DIVISION NUMBER 1 TO THE CITY OF SEATTLE AS RECORDED IN VOLUME 19 OF PLATS PAGE 36 RECORDS OF KING COUNTY WASHINGTON DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 30 THENCE NORTH013115 EAST ALONG THE WEST BOUNDARY OF SAID LOT 30 A DISTANCE OF 1312 FEET THENCE SOUTH 882845 EAST 4952 FEET TO THE TRUE POINT OF BEGINNING THENCE NORTH 013115 EAST 10000 FEET THENCE SOUTH 882845 EAST 10000 FEET THENCE SOUTH 013115 wEST 8000FEET THENCE SOUTH 882845 EAST 117 FEET MORE OR LESS TO THE WEST MARGIN OF WASHINGTON BOULEVARD THENCE SOUTHERLY 2000 FEET MORE OR LESS ALONG SAID WEST MARGIN OF WASHINGTON BOULEVARD TO A POINT WHICH BEARS SOUTH 882845 EAST FROM SAID TRUE POINT OF BEGINNING THENCE NORTH 882845 WEST 217 FEET MORE OR LESS TO SAID TRUE POINT OF BEGINNING SITUATE IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 25 TOWNSHIP 21 NORTH RANGE 4 EAST W M EASEMENT Page 3 of4 EXHIBIT B EASEMENT Page 4 of 4 Exhibit H Access Easement to WATER SYSTEM INTERTIE AGREEMENT AigonaJAuburn Intertie Agreement No 3A follows 17 Reiurn Address City ofAuburn City Clerk 25 West Main Auburn WA 98001 Above this line reserved for recordin information EASEMENT Access Easement Reference if applicable GrantorBorrower GranteeAssigneeBeneficiary Legal DescriptionSTR AssessorsTax Parcel IIg NA lCity ofAlgona City ofAuburn NW SW1425214E 9543000570 Additional on page 2 Additional on page Additional on page For and in consideration of the sum of one dollar 100and other good and valuable consideration in hand paid receipt of which is hereby acknowledged and for benefits to be derived by the Grantor herein Grantor City of Algona a municipal corporation of King County Washington hereby conveys and warrants to the City of Auburn Grantee herein a municipal corporation ofKing County Washington its successors and assigns a perpetual Nonexclusive Easement under over through and across the following described real property for the purpose ofingress and egress said real property being described as follows sEE EXHI3ITS A AND B ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF This easement is given under the threat of and in lieu ofEminent Domain Said Grantee shall have the absolute right at times as may be necessary for immediate entry upon said Easement for the purpose of maintenance inspection construcuon repair or reconstruction of the above improvements without incurring any legal obligation or liability therefore Said Grantee shall have the absolute right to place any type of driving surface within said Easement deemed necessary by the Grantee Said Grantor shall not in any way block restrict or impede access and egress tO or from said Easement andor in any way block restrict or impede full use ofthe real property within the EASEMENT Page 1 of4 abovedescribed Easement by said Grantee for the abOvedescribed purposes Said Grantor may fence across said Easement andor along the boundaries of said Easement provided that a gate is constructed in said fence Said gate shall be of sufficient length and location to allow the Grantee full use of and access and egress to and from the real property within the abovedescribed Easement If said gate is to be locked keys shall be provided to the Grantee This Easement shall be a covenant running with the abovedescribed real property and burden said real estate and shall be binding on the successors heirs and assigns of all parties hereto Dated this day of 2002 City ofAlgona GRANTOR GLENN WILSON MAYOR STATE OF WASHINGTON County of King I certify that I know or have satisfactory evidence that and isarethe personswho appeared before me and said individuals acknowledged that heshethey signed this instrument and acknowledged it to behishertheir free and voluntary act for the uses and purposes mentioned in this instrument Dated Notary Public in and for the State ofWashington residing at My appointment expires REF HkFORMSFC087498 EASEMENT Page 2 of4 EXHIBIT A ALGONA WATER WELL EASEMENT 3RD AVENUE SOUTH AND WASHINGTON BOULEVARD THAT PORTION OF LOTS 23 AND 24 AND 25 AND 26 AND 27 AND 28 AND 29 AND 30 ALL IN BLOCK 4 OF WOODS ALGONA ADDITION DIVISION NUMBER 1 TO THE CITY OF SEATTLE AS RECORDED IN VOLUME 19 OF PLATS PAGE 36 RECORDS OF KING COUNTY WASHINGTON DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHWEST CORNER OFSAID LOT 30 THENCE NORTH 01 31 15 EAST ALONG THE WEST BOUNDARY OF SAID LOT 30 A DISTANCE OF 1312 FEET THENCE SOUTH 882845 EAST 4952 FEET TO THE TRUE POINT OF BEGINNING THENCE NORTH 0131 15 EAST 10000 FEET THENCE SOUTH 882845 EAST 10000 FEET THENCE SOUTH 013115WEST 8000 FEET THENCE SOUTH 8802845 EAST 117 FEET MORE OR LESS TO THE WEST MARGIN OF WASHINGTON BOULEVARD THENCE SOUTHERLY 2000 FEET MORE OR LESS ALONG SAID WEST MARGIN OF WASHINGTON BOULEVARD TO A POINT wHICH BEARS SOUTH 882845 EAST FROM SAID TRUE POINT OF BEGINNING THENCE NORTH 882845 WEST 217 FEET MORE OR LESS TO SAID TRUE POINT OF BEGINNING SITUATE IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 25 TOWNSHIP 21 NORTH RANGE 4 EAST W M EASEMENT Page 3 of4 EXHIBIT B EASEME1WF Page 4 of4 RESOLUTION NO 3 4 3 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURNWASHINGTONAUTHORIZINGTHEMAYORANDCITYCLERKTO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENTBETWEENTHECITYOFAUBURNANDTHECITYOFBONNEYLAKE WHEREAS pursuant to RCW 35A11040 Auburn and Bonney Lake have legal authority to exercise their powers and perform any of their functions as set forth in RCW 3934 and WHEREAS pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and Bonney Lake have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services and WHEREAS the City of Auburn and the City of Bonney Lake currently have water facilities in the vicinity and WHEREAS both cities can increase fire protection and emergency water supply reliability for their customers and WHEREAS both cities are willing to provide the necessary services to increase fire fighting and emergency supply reliability upon the terms and conditions set for in the Emergency Water System Intertie Agreement NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Resolutior No 3434 February 27 2002 Page I Section 1 Pursuant to RCW 3934 the Interlocal Cooperation Act Aubum and Bonney Lake have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services Section 2 The Mayor and City Clerk of the City of Auburn ara herewith authorized to execute an Emergency Water System Intertie Agreement between the City and the City of Bonney Lake A copy of said Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein Section 3 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 3434 February 27 2002 Page 2 DATED thisday of ATTEST 2002 CITY OF AUBURN PETER B LEWIS MAYOR Datielle E Daskam City Clerk APPROVED AS TO FORM City Attorney Resolution No 3434 February 27 2002 Page 3 Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 RECORDERSCOVER SHEET Document Titles or transactions contained therein Interlocal Agreement Emergency Water System Intertie Agreement Reference Numbers of Documents assigned or releasedIAdditionalreferencesonpageofdocument O GrantorsBorrowers Last name first then first name and initialsEAuburnCityof GranteeAssigneeBeneficiary Last Bonney Lake City of name first Legal Description abbreviated ielot block plat or section township range PER RCW 3934 Additional legal is on page of document AssessorsProperty Tax ParcelAccount Number Assessor Tax not yet assigned EXHIBIT A EMERGENCY WATER SYSTEM INTERTIE AGREEMENT Bonney LakeAuburn Intertie Agreement No 3 THIS AGREEMENT made and entered into by and between the City of AuburnhereinafterreferredtoasAuburnandtheCityofBonneyLakehereinafterreferredto as Bonney Lake for the purposes of planning designing constructing maintaining andoperatinganemergencysystemintertiebetweentherespectiveparties WITNESSETH WHEREAS both Cities have water facilities in the vicinity and WHEREAS both Cities can increase fire protection and emergency water supplyreliabilityfortheircustomersand WHEREAS the Cities are willing to provide the necessary services to increasefirefightingandemergencysupplyreliabilityuponthetermsandconditionssetforthherein NOW THEREFORE IT IS MUTUALLY AGREED as follows The emergency water system intertie is designed to be operated manuallyasatwowayemergencysupplybetweentheAuburnandBonneyLakeSystemsThefacilityshallbelocatedinEvergreenWaySEattheWaterServiceAreaBoundariesbetweenthetwocitiesFinallocationandconfigurationofthefacilitiesshallbedeterminedatthetimeoffinaldesignInitiallytheIntertieisassumedtobeaonewaysupplyfromBonneyLaketoAuburn The emergency water system intertie shall be operated only in the eventofanemergencyForpurposesofthisagreementanemergencyshallbedefinedasresultingfromawatershortageamajorwaterlinebreakfiredemandcontaminationtothewatersupplysystemmechanicalequipmentfailureelectricalequipmentfailureorPugetSoundEnergyfacilityfailureoranyotheragreeduponemergencywithinthewatersupplysystem Aubum will design and administer the contract for the construction of themeteringstationThefacilitywillbedesignedandconstructedinaccordancewithreasonablyacceptedwaterutilitystandardsforsimilarmunicipalwaterutilitiesAuburnwillownandmaintainthepipinginteriorequipmentemergencymeterandinteriorappurtenancesandallpipinguptotheBonneyLakesideofthevaultforthemeteringstation Exhibit A Resolution No 3434 Upon completion of construction Auburn will transfer ownership of all exterior appurtenances and all piping which is located on the BonneyLakesideofthevaulttoBonneyLakeBonneyLakewillownand maintain the exterior appurtenances and all piping on Bonney Lakes sideofthevault Each City will each have unlimited access to the vault via a dual padlockorownershipofkeystothevault Each City will operate the respective normally locked valve inside of the vault Auburn will solely unlock and operate the locked valve on AuburnssideofthemeterandBonneyLakewillsolelyunlockandoperatethelockedvalveonBonneyLakessideofthemeter The procedure for operating the intertie in the event of such emergencyshallbeasfollows Each City shall determine that an emergency of sufficient magnitude has occurred which warrants the need to request that the intertie be activated Bo The Public Works Director or appointed person or authorized personnel shall provide a verbal request to the other Citys PublicWorksDirectororappointedpersonUponagreementthatan emergency exists which shall allow for the intertie to be opened the intertie will be activated as soon as reasonably possible Both Cities personnel shall be present at the vault to open the valves to activate the facility The City requesting the activation shall provide a writtenconfirmationoftherequestnotlessthan24hoursaftertheverbal request or on the first day of normal business after the verbalrequest The intertie shall remain activated until the City requestingactivationdeterminesthattheneedforactivationoftheemergencyintertiehasceasedandshallrequestinwritingtoclosetheintertie In case of emergency or whenever the public health safety or theequitabledistributionofwatersodemandstheCitysupplyingthewatermaychangereduceorlimitthetimeforortemporarilydiscontinuethesupplyofwaterwithoutnoticewaterservicemaybetemporarilyinterruptedlimitedforpurposesofmakingrepairsextensionsordoingothernecessaryworkandtheCitysupplyingthewatershallnotberesponsibleforanydamageresultingfrominterruptionchangeorfailureofthewatersupplyandtheCity 10 receiving the water City requesting activation shall save and hold harmless the City supplying the water from any loss damages or suites to or by customers of the City receiving the water resultingfrominterruptionchangeorfailureofwatersupplyprovidedbythisAgreementexceptdamagesarisingoutoftheCitysupplyingthe waters negligence Prior to a planned interruption or limiting of service the City supplying the water will notify the City receiving the water of such not less than three days prior to the service disruption The City supplying the water agrees to use best efforts and reasonable diligence to notify the City receiving the water as soon after it becomes aware of the need for service disruption and further will to the extent practical limit the service disruption to daylight hours Auburn shall read the meter upon activation and upon deactivation of the intertie The city supplying the water shall verify the information and shall then calculate and invoice the other city for the water used during the request The invoice shall be calculated by the total water used during the event The rate shall be at the current Auburn Wholesale Rate or the lowest Bonney Lake retail rate depending on which city is supplying the water This shall be complete payment for the water labor and administration of activating the intertie The total project costs shall include costs for consulting design serviceandconstructionAuburnshallbearthetotalprojectcostsuntiland unless it can be demonstrated that Bonney Lake can benefit from the intertie At such time the parties agree to negotiate the fair share of thetotalactualprojectcoststhatcorrespondtothebenefitBonneyLakecould receive Bonney Lake agrees to pay such fair share of the total projectcostsuponbillingforsamebyAuburnBonneyLakewillhavetherightto build an intertie from Auburn to Bonney Lake at another location BonneyLakewillbearthecostofbuildingaseparateintertieEachCityisresponsibleforassociatedstaffadministrationandlegalcostsassociatedwiththeimplementationoftheagreement To the extent allowed by law the City of Bonney Lake shall defendindemnifyandholdharmlesstheCityofAuburnitselectedofficialsemployeesandagentsfromandagainstanyandallsuitsclaimsactionslossescostsexpensesoflitigationattorneysfeespenaltiesanddamagesofwhatsoeverkindornaturearisingoutoforinconnectionwith or incident to an act or omission of the City of Bonney Lake itsemployeesagentsandcontractorsintheperformanceoftheCityofBonneyLakesobligationsundertheAgreementandthisAmendmentThisindemnificationprovisionshallincludebutisnotlimitedtoallclaimsagainsttheCityofAuburnbyanemployeeorformeremployeeoftheCityofBonneyLakeoritscontractorsandastosuchclaimstheCityof Bonney Lake expressly waives all immunity and limitation of liability underTitle51RCW To the extent allowed by law the City of Auburn shall defend indemnifyandholdharmlesstheCityofBonneyLakeitselectedofficialsemployeesandagentsfromandagainstanyandallsuitsclaimsactionslossescostsexpensesoflitigationattorneysfeespenaltiesanddamagesorwhatsoeverkindornaturearisingourofinconnectionwithorincidenttoanactoromissionoftheCityofAuburnitsemployeesagentsandcontractorsintheperformanceoftheCityofAuburnsobligationsunderthisAgreementThisindemnificationobligationshallincludebutisnotlimitedtoallclaimsagainsttheCityofBonneyLakebyanemployeeorformeremployeeoftheCityofAuburnoritscontractorsandastosuchclaimstheCityofAuburnexpresslywaivesallimmunityandlimitationofliabilityunderTitle51RCW 11 This Agreement shall remain in force until terminated by either partyheretoupon60dayswrittennoticetotheotherpartyAnyprojectcostsincurreduptothedateofsuchnoticeasdescribedhereinshallbesharedinaccordancewiththeprovisionsofthisAgreement IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN King County Washington vlayor Date Approved as tozm iy tAttory CITY OF B3rlLAKEPiercedByyMayorzLte ity Attorry Date ORDINANCE NO 5 5 9 2 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AUBURNWASHINGTONAUTHORIZINGTHEMAYORANDCITYCLERKTOEXECUTEAFRANCHISEAGREEMENTBETWEENTHECITYOFBONNEYLAKEANDTHECITYOFAUBURNALLOWINGTHECITYOFBONNEYLAKETOCONNECTINSTALLOPERATEMAINTAINANDREPAIRAWATERSYSTEMFACILITIESANDAPPURTENANCESINOVERALONGACROSSANDUNDERTHEFRANCHISEAREAFORTHEPURPOSEOFPROVIDINGWATERSERVICE WHEREAS the City of Auburn and the City of Bonney Lake have entered into a Settlement Agreement executed March 5 1998 pursuant to Resolution 2925 adopted March 2 1998 related to water service to the Lakeland Hills South development in which according to Section 3 Auburn recognizes and agrees to Bonney Lakes exclusive right to serve with water all portions of Bonney Lakeswater service area as designated by the 1995 Pierce County Coordinated Water System Plan and WHEREAS the City of Auburn and the City of Bonney Lake have entered into a Service Area Agreement executed December 10 1998 pursuant to Resolution 3018 adopted December 7 1998 which revised the boundary between their respective water service areas and WHEREAS the City of Auburn has annexed portions of the City of Bonney Lakeswater service area and Ordinance No 5592 April 9 2002 Page 1 of 4 WHERIAS according to Section 7 of said Settlement Agreement the City of Auburn guaranteed the City of Bonney Lake the right to transport water through Auburnscorporate boundaries within Pierce County and WHEREAS Section 7 of said Settlement Agreement states that the guarantee to transport water shall be effectuated by the execution of easements agreements franchises licenses or other documents as are appropriate and WHEREAS the City of Bonney Lake desires to connect install operate maintain and repair a water system facilities and appurtenances in over along across and under the franchise area for the purpose of providing water service WHEREAS in order to maintain control over the use of City of Auburn rightofways by utilities operating within the City of Auburn it is appropriate to enter into franchise agreements with such utilities and WHEREAS City of Bonney Lake is such a utility and has negotiated this franchise agreement with the City of Auburn acceptable to both parties and WHEREAS the City of Auburn has determined that it is in the best interests of the public to grant the City of Bonney Lake a franchise on the terms and conditions set forth in this Agreement Ordinance No 5592 April 9 2002 Page 2 of 4 NOW THEREFORE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED DO ORDAIN AS FOLLOWS Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a Franchise Agreement between the City of Bonney Lake and the City A copy of said Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein 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 Ordinance shall take effect and be in force five 5 days from and after its passage approval and publication as provided by law INTRODUCED PASSED APPROVED May 6 2002 May 6 2002 May 6 2002 PETER B LEWIS MAYOR Ordinance No 5592 April 9 2002 Page 3 of4 ATTEST City Clerk City Attorney Ordinance No 5592 April 9 2002 Page 4 of 4 200212300566 16 pGS 2002 1022am 34002E3OcECOUNTYASHNGTON Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 RECORDERSCOVER SHEET Document Titles or transactions contained therein Franchise Agreement Reference Numbers of Documents assigned or releasedJIAdditionalreferencesonpageofdocument GrantorsBorrowers Last name first then first name and initialsAuburnCityof GranteeAssigneeBeneficiary Last name firstBonneyLakeCityof Legal Description abbreviated ielot block plat or section township range Portion of Section 6 Section 5 Section 7 and Section 8 Township 20 North Range 5EastWM Additional legal is on page of document AssessorsProperty Tax ParcelAccount Number NA Assessor Tax not yet assigned EXHIBIT A CITY OF AUBURN WASHINGTON FRANCHISE AGREEMENT WITH THE CITY OF BONNEY LAKE WHEREAS the City of Auburn and the City of Bonney Lake have entered into a Settlement Agreement executed March 5 1998 pursuant to Resolution 2925 adoptedMarch21998relatedtowaterservicetotheLakelandHillsSouthdevelopmentinwhich according to Section 3 Auburn recognizes and agrees to Bonney Lakesexclusive right to serve with water all portions of Bonney Lakes water service area as designated by the 1995 Pieme County Coordinated Water System Plan and WHEREAS the City of Auburn and the City of Bonney Lake have entered into a Service Area Agreement executed December 10 1998 pursuant to Resolution 3018 adopted December 7 1998 which revised the boundary between their respective water service areas and WHEREAS the City of Auburn has annexed portions of the City of Bonney Lakes water service area and WHEREAS according to Section 7 of said Settlement Agreement the City of Auburn guaranteed the City of Bonney Lake the right to transport water through Auburns corporate boundaries within Pierce County and WHEREAS Section 7 of said Settlement Agreement states that the guarantee to transport water shall be effectuated by the execution of easements agreementsfranchiseslicensesorotherdocumentsasareappropriateand WHEREAS the City of Bonney Lake desires to connect install operate maintain and repair a water system facilities and appurtenances in over along across and under the franchise area for the purpose of providing water service WHEREAS in order to maintain control over the use of Cityof Aubum dghtofwiysbyutilitiesoperatingwithintheCityofAuburnitisappropriatetoenterintofranchise agreements with such utilities and WHEREAS Cityof Bonney Lake is such a utility and has negotiated this franchise agreement with the City of Auburn acceptable to both parties and WHEREAS the City of Auburn has determined that it is in the best interests of the public to grant the City of Bonney Lake a franchise on the terms and conditions set forth in this Agreement NOW THEREFORE THE CITY OF AUBURN AND THE CITY OF BONNEY LAKE AGREE AS FOLLOWS Ordinance No 5592 ExhibitA Page lof12 SECTION 1 DEFINITIONS Where used in this franchise Franchise the following definitions shall apply 11 Franchisee means the City of Bonney Lake a Washington municipalcorporationanditsrespectivesuccessorsandassigns 12 City means the City of Auburn a Washington municipal corporation 13 Franchise Area means all of the public reads streets avenues alleyshighwaysandotherrightsofwayoftheCityasnowlaidoutplatteddedicatedor improved and any and all public reads streets avenues alleys highways and other rightsofwaythat may hereafter be laid out platted dedicated or improved within the area as described with Exhibit 1 attached hereto which is by this reference incorporated as if fully set forth herein provided that the Franchise Area shall not include or convey any right to Franchisee to install facilities on or to otherwise use City owned or leased propertiesoutsidetheFranchiseArea 14 Facilities means the Franchisees water system lines mains appurtenances and all other necessary or convenient facilities for the purpose of providing water service 15 Ordinance means this ordinance setting forth the terms and conditions of the franchise granted to the Franchisee SECTION 2 FRANCHISE GRANT Subject to the terms and conditions set forth in this ordinance the City grants to the Franchisee the right to construct and install water pipelines and appurtenances and to excavate trenches in City roads for the purposes of constructing installing operatingmaintainingremovingandreplacingmainsandpipesandmakingconnectionsbetween the same to the dwellings and other buildings of the consumers In exercising the foregoing rights the Franchisee shall be governed by and conform to the general rules adopted by the Public Works Department of the City of Aubum and the Franchisee at no expense to the City shall complete all work and shall replace and restore the City reads to the condition of the City roads existing immediately prior to such disturbance PROVIDEDHOWEVERthatnosuchworkshallbedonepriortotheobtainingofapermittherefor issued by the Citys Public Works Director hereinafter Director which permit shall set forth conditions pertaining to the work to be done and specifications for the restoration of the roads to the same condition as they were pdor to such work If the Franchisee does not repair the City roads to the satisfaction of the Director the City may at its sole discretionrepairsuchCityreadsorcausethemtoberepairedandtheFranchiseeherebyagreesto reimburse the City for the cost of such work including overhead costs SECTION 3 FRANCHISE TERM This Franchise is and shall remain in full force and effect from the effective date of this Ordinance forward for a period not to exceed seven 7 years from the effective date of any Aubum annexation of any area within the boundary defined in Exhibit 1 for said areabutsubjecttoearlierterminationinaccordancewiththetermsandconditionsofthe Settlement Agreement provided that this Franchise shall not take effect and the Franchisee shall have no rights under this Franchise unless the Franchisee files a written acceptance of this Franchise with the City pursuant to Section 4 of this Agreement Ordinance NO 5592 Exhibit Page 2 of 2 SECTION 4 ACCEPTANCE BY GRANTEE OF TERMS AND CONDITIONS The full acceptance of this Franchise and all of its terms and conditions shall be filed with the City Clerk within fortyfive 45 days from the date of this Ordinance by the Franchisee Full acceptance of this Franchise is a condition precedent to its taking effect and unless this Franchise is accepted within the time specified this grant will be null and void and have no force or effect SECTION 5 NONEXCLUSIVE FRANCHISE This Franchise is not exclusive It does not prohibit the City from granting franchises for other public or private utilities in over along across and under any City property including the Franchise Area This Franchise does not prevent or prohibit the City from constructing altering maintaining or using any of the Franchise Area The City retains full power to make all changes relocations repair maintenance or other work to or in the Franchise Area as the City deems fit SECTION 6 JURISDICTION This Franchise is intended to convey limited rights and interest only as to those roads and rightsofway in which the City has an actual interest It is not a warranty of title or of interest in City road rightsofway None of the rights granted to the Franchisee shall affect the jurisdiction of the City over City read rightsofwayor the Citys power to perform work upon its roadways rightsofway or appurtenant drainage facilities including by constructing altering renewing paving widening grading blasting or excavating SECTION 7 REGULATION OF USE AND CONTROL This Franchise does not deprive the City of any powers rights or privileges it now has or may later acquire in the future to regulate the use of and to control the City read rightsof way covered by this Franchise The City reserves the right and power at all times to exercise its police powers with respect to the time manner and location of the placement of the FranchiseesFacilities SECTION 8 EMINENT DOMAIN This Franchise and the limited rights and interests granted by this Franchise are subject to the exercise of eminent domain In the event of an exercise of eminent domain by the City the value to be attributed to all the rights and interests granted under this Franchise shall not exceed the actual amount the Franchisee paid to the City in obtaining this Franchise SECTION 9 VACATION If at any time the City vacates any City rightsofway covered by this Franchise the Citywill not be held liable for any damages or loss to the Franchisee by reason of such vacation The City may after giving thirty 30 days wdtten notice to the Franchisee terminate this Franchise with respect to any City read or rightsofway vacated SECTION 10 ENFORCEMENT The Citys failure to enforce any provision of this Franchise does not constitute a waiver of its right to enforce that provision or any other provision of this Franchise Ordinance No 5592 Exhibit A Page 3 of 2 SECTION 11 INDEMNITY AND HOLD HARMLESS 111 The Franchisee shall defend indemnify and hold harmless the City itsappointedandelectedofficialsanditsemployeesandagentsfromandagainstliabilityforallclaimsactionsinjuriesdemandsliabilitieslossescostsdamagesandjudgmentsincludingcostsofdefensethereofcollectivelyreferredtoasdamagesforinjuryto persons death or property damage caused by arising out of or incidental to theFranchiseesexerciseoftherightsandprivilegesgrantedbythisFranchiseexceptfordamagescausedbyorarisingoutoftheCityssolenegligenceIntheeventthatanysuchclaimordemandfordamagesispresentedtoorfiledwiththeCityorifanysuitoractionisinitiatedagainsttheCitybasedonsuchclaimsordemandsfordamagestheCityshallpromptlynotifytheFranchiseeoftheclaimdemandsuitoractionandtheFranchiseeshallhavetherightatitselectionanditssolecostandexpensetosettleandcompromisesuchclaimdemandsuitoractionordefendthesameattheFranchiseessolecostand expense 112 If it is determined that RCW 424115 applies to this Franchise theFranchiseeagreestodefendholdharmlessandindemnifytheCitytothemaximumextentpermittedunderthatstatuteandspecificallyfortheFranchiseesnegligenceconcurrentwiththatoftheCitytothefullextentoftheFranchiseesnegligence SECTION 12 INSURANCE 121 The Franchisee shall keep a policy of insurance in force with a minimumlimitoffivemilliondollars500000000VerificationofinsurancecoverageisaconditionprecedenttotheeffectivenessofthisAgreement 122 The insurance shall be maintained in full force and effect at theFranchiseessoleexpensethroughoutthetermoftheFranchiseandshouldsuchinsurancebeterminatedthisAgreementshallterminateasofthedateoftheterminationofinsurancecoverage 123 The coverage provided by the Franchiseesinsurance policies shall beprimarytoanyinsurancemaintainedbytheCityexceptastolossesordamagesattributabletothesolenegligenceoftheCityAnyinsurancemaintainedbytheCitythatmightrelatetothisFranchiseshallbeinexcesstotheFranchiseesinsuranceandshallnotcontributewithortoitTheCityhasnoobligationtoreportoccurrencestotheinsurancecompaniesunlessaclaimisfiledwiththeCitysCityCouncilandtheCityhashoobligationstopaytheFranchiseespremiums 124 The Franchisee shall be solely and completely responsible to perform allworkrelatedtothisFranchiseincompliancewithallapplicablefederalstatecountyandcitystatutesrulesregulationsordinancesordersandcodesTheFranchiseesattentionisdirectedtotherequirementsoftheWashingtonIndustrialSafetyandHealthActChapter4917RCWTheFranchiseeshallbesolelyandcompletelyresponsibleforsafetyandsafetyconditionsonitsjobsitesandforitsworkwithintheFranchiseAreaincludingthesafetyofallpersonsandpropertyduringperformanceofanyworksthereinTheservicesoftheCityorCitysconsultantpersonnelinconductingconstructionreviewoftheFranchiseesworkrelatingtotheFranchiseisnotintendedtoincludereviewoftheadequacyoftheFrenchiseesworkmethodsequipmentscaffoldingortrenchingorsafetymeasuresinonornearsuchFranchiseAreaorjobsiteTheFranchiseeshallprovide Ordinance No 5592 Exhibit Page 4 of safe access for the City and its inspectors to adequately inspect the work and its conformance with applicable statutes ordinances rules regulations and the Franchise SECTION 13 INSTALLATION REPAIR REMOVAL OR RELOCATION 131 The Franchisee shall at no expense to the City expeditiously repair all existing Facilities that it owns within the Franchise Area including any damage caused directly or indirectly by its Facilities all appurtenant Facilities and service lines connecting its system to users if the City requires such repair for any reasonable purpose 132 The Franchisee shall at no expense to the City adjust remove or relocate existing Facilities within the Franchise Area including all appurtenant Facilities and service lines connecting its system to users if the City determines such adjustment removal or relocation is reasonably necessary to allow for an improvement or alteration planned by the City The City shall give the Franchisee written notice of such requirement as soon as practicable The written notice shall include all available information such as plans and specifications as is reasonably necessary for the Franchisee to plan for such adjustment removal or relocation 133 FranchiseesFacilities shall be constructed installed maintained and repaired within the Franchise Area se as to provide safety of persons and property and not interfere with the free passage of traffic all in accordance with the laws of the State of Washington and the ordinances resolutions rules and regulations of the City 134 For projects that are a part of the Citys capital improvement program in addition to any other notice given to the Franchisee the City shall provide a copy of the capital improvement plan and six 6 year transportation improvement plan when requested Further the City shall provide a vertical and horizontal profile of the roadway and drainage facilities within it both existing and as proposed by the City and the proposed construction schedule The initial design information shall be given at least one hundred and eighty 180 days before construction is scheduled to begin except in cases of urgent construction or emergencies The Franchisee shall respond to this notice and to any later notices of revised designs within twenty 20 days of the date of the notice by providing tothe City the Franchisees best available information as to the location of all the FranchiseesFacilities including all appurtenant Facilities and service lines connecting its system to users and all Facilities that it has abandoned within the area proposed forthe project 135 The City shall offer the Franchisee the opportunity to participate in the preparation of bid documents for the selection of a contractor to perform the public works project as well as all required adjustments removals or relocations of the Franchisees Facilities The Cityshall have sole authority to choose the contractor to perform such work Such bid documents shall provide for an appropriate cost allocation between the partiesInadditiontotheFranchiseesallocationofcontractorcoststheFranchiseeshall reimburse the City for all costs to include but not be limited to legal engineering inspections administration andor soils testing related to the Franchiseeswork and reasonably incurred by the City in the administration of such joint construction contracts Such costs shall include the direct salary cost of the time of City professional and technical personnel including the Citys consultants spent productively engaged in such work plus overhead costs at the standard rate charged by the City on other similar projects Ordinance No 5592 Exhibit Page 5 of 2 136 It is understood that emergency situations may arise that could threatenpublichealthandorcontinuedoperationoftheFranchiseesutilitysystemandtheFranchiseemaybeunabletonotifytheCityinthemannerprescribedinSection14ofthisFranchiseInsuchasituationtheFranchiseeshallimmediatelycorrectthehazardous situation and continue to use best efforts to contact the City staff The Emergency PhoneNumberfortheCityofAuburnis2539313053andtheCityofBonneyLakeis2538628602Dialing911isadvisedforemergencysituations SECTION 14 REQUIREMENT OF CONSTRUCTION PERMITS 141 The Franchisee has the right privilege and authority to enter the City road rightsofway for the purpose of constructing installing operating maintaining replacing or repairing its Facilities on the condition that it obtains construction excavation and rightof way use permits issued by the City Any work performed whether by Franchisee its contractors or third parties shall include necessary paving patching grading and anyotherreasonablynecessaryrepairorrestorationtotheCityrightsofwayAllworkshallbe done to the Citys satisfaction 142 All equipment pipelines and appurtenances which are used in the construction installation operation maintenance or repair of the FranchiseesFacilities and which are located within the City road rightsofwayand owned by the Franchisee shall be considered to be part of the Franchiseessystem and shall be the responsibility of the Franchisee All permits for the construction installation operation maintenance or repairoftheFranchiseessystemshallbeappliedforandgiveninthenameoftheFranchiseewhowillberesponsibleforallworkdoneunderthepermitTheFranchiseeremains responsible whether the work is performed by the Franchisee its contractors or by third parties 143 When required by the Public Works Director the Franchisee shall post a bond to the City in the amount sufficient for any road repair or restoration The amount of the bond shall be set by the City and must be filed with the City before a permit will be issued SECTION 15 PERFORMANCE OF WORK 151 Any work performed by the Franchisee in the Franchise Area shallconformtoallCityordinancesandrequirementsincludingbutnotlimitedtoAuburnCityCodeandtheCitysDesignandConstructionStandardsinforcewhentheworkisperformedAlltrafficcontrolshallconformtothecurrenteditionoftheUniformTraffic Control Devices in force when the work is performed 152 If work performed under this Franchise makes it necessary to turn off ordiminishwaterpressuretoanyfirehydranttheFranchiseeshallnotifytheCitysFireDepartmentbytelephoneandbywrittennoticethatwaterpressureorfireflowconditions have been affected Except in the case of an emergency the notice shall be provided at least 48 hours prior to the water pressure being turned off or diminished If more than onefirehydrantwillbeaffectedtheFranchiseeshallprovideamapoftheaffectedareatothe Fire Department Outofservicefire hydrants must be identified as not operational bycovedngwithapropedysecuredbudaporplasticbagFirehydrantsshouldberetumedto full service as soon as reasonably possible or no longer than two working days from the Ordinance No 5592 Exhibit Page 6 of date service was diminished The Franchisee shall notifythe Citys Fire Department when the hydrant is returned to full service SECTION 16 RESTORATION OF CITY RIGHTSOFWAY After performing work on under or adjacent to City road rightsofway the Franchisee is responsible for and shall leave all City road rightsofway in the condition of the City roads rightsofway existing immediately prior to such disturbance If the Franchisee its contractors or third Parties working under permit should fail to diligently restore City road rightsofwayto the satisfaction ofthe City the City may make such repairs or restorations as are necessary to return the City road rightsofway to a condition reasonablycomparabletotheconditionoftheCityroadsrightsofwayexistingimmediatelypriorto such disturbance Upon presentation of an itemized bill for repairs or restorationsincludingallapplicablecostsbothdirectandindirecttoincludebutnotbelimitedtothe cost of labor tools materials and equipment the Franchisee shall pay the bill within sixtyfive65days SECTION 17 GUARANTEE The Franchisee shall guarantee work and materials furnished and completed by the Franchisee under this Franchise for a period of two 2 years from the date the City approves the work andor restoration SECTION 18 INFORMATION ON LOCATION OF FACILITIES Prior to the effective date of this ordinance the Franchisee shall provide the City with all information requested by the City regarding the location of the Franchisees current Facilities including but not limited to copies ofall record drawings for such Facilities Ifthe Franchisee performs any work to install repair reconstruct or replace Facilities in the Franchise Area after this ordinanceseffective date the Franchisee shall provide the CitywithallinformationrequestedbytheCityregardingthelocationofthoseFacilitiesincludingbutnotlimitedtocopiesofrecorddrawings SECTION 19 COORDINATION OF WORK IN FRANCHISE AREA To facilitate the coordination of work in City rightsofway if either the Franchisee or the City plans to make excavations in the Franchise Area the party planning such excavation shall provide written notice to the other of the plan ned excavation affording the other partytheopportunitytoshareintheexcavationprovidedthat1suchjointuseshallnot unreasonably delay the work of the party causing the excavation to be made 2 suchjoint use shall be arranged and accomplished on terms and conditions satisfactory to both parties and 3 either party may deny such request for safety reasons SECTION 20 BLASTING REQUIREMENTS The Franchiseesright to construct install operate maintain and repair Facilities does not preclude the City its agents or contractors from blasting grading or doing other road work contiguous to the Franchisees Facilities When practical the City shall give the Franchisee fortyeight 48 hours notice of blasting or excavating SECTION 21 SURVEY MARKERS AND MONUMENTS Before any work is performed under this Franchise the Franchisee shall establish two or more reference marks to all monuments and markers of every nature relating to Ordinance No 5592 ExhibitA Page 7 of 2 ubdMsions plats rightsofwayand all other surveys The reference points shall belocatedsothattheywillnotbedisturbedduringanyofFranchiseesoperationsunderthisFranchiseThemethodofreferencingmonumentsorothermarkersorpointsshallbeapprovedbytheCitybeforeplacementThereplacementofallmarkersormonumentsdisturbedduringanyconstructionoftheFranchiseeshallbemadeaspromptlyasconditionspermitThecostofmonumentsormarkerslostdestroyedordisturbedandtheexpenseorreplacementwithapprovedmarkersormonumentsshallbebornebytheFranchisee SECTION 22 RESERVATION OF RIGHTS221TheCityreservestherightto impose a utility tax on the FranchiseeandortochargetheFranchiseeareasonablefeeforservicesprovidedorrightsgrantedunderthisFranchisetotheextentauthorizedbylaw 222 The Franchisee agrees that it shall be subject to all authoribnow or laterpossessedbytheCityoranyothergoverningbodyhavingcompetentjurisdictiontofixjustreasonableandcompensatoryratesforservicesunderthisFranchise 223 The City reserves the right upon thirty 30 days written notice to theFranchiseetoamendormodifytheprovisionsorconditionsofthisFranchisetoconformtoanystatecountyfederalorCitystatuteordinanceruleorregulationTheCitymayterminatethisFranchiseuponthirty30dayswrittennoticetotheFranchiseeiftheFranchiseefailsorrefusestocomplywithsuchamendmentormodification SECTION 23 ASSIGNMENTTheFranchiseeshallnothavethe right to assign this Franchise without the wdtten consentoftheCityNoassignmentshallbeeffectiveunlessanacceptancebytheassigneeofalldghtsconditionstermsprovisionsandresponsibilitiescontainedwithintheFranchiseaswellassuretybondswhichtheCitydeemsnecessarytobepostedarereceivedasallowedbylawTheCitysapprovaloftheassignmentmaybemadesubjecttotheassigneesacceptanceofnewormodifiedtermsoftheFranchise SECTION 24 PENALTY FOR VIOLATION OF CONDITIONSIftheFranchiseefailstocomplywithanymaterialtermcondition or responsibility underthisFranchisetheCitymayprovidetheFranchiseewithwrittennoticeoftheCitysintentorevoketheFranchiseiftheFranchiseesfailureisnotcuredwithinthirty30daysofthedateofthenoticeDuringthethirty30daysfollowingthedateofthenoticetheFranchiseeshallhavetheopportunitytoremedythefailuretocomplyApublichearingshallbescheduledbeforetheAuburnCityCouncilatleastthirty30daysfollowingthenotificationontheissueoftherevocationIfatthehearingtheCityCouncilfindsthatgroundsexisttorevoketheFranchiseunderthisparagraphandthattherevocationisinthepublicinteresttheCityCouncilmaybyordinancerevoketheFranchiseTherevocationshallbeeffectiveninety90daysafterthepublichearing SECTION 25 EXPIRATION AND RENEWAL251IftheFranchiseerequestsa renewal of this Franchise prior to itsexpirationdatetheCitymayattheCityssolediscretionextendthetermofthisFranchiseforuptooneyearbeyondtheexprabondatetoaowforprocessingoftherenewalIfthe Ordinance No 5592ExhibitA Page8 of 12 City elects to extend the term of this Franchise written notice of the extension shall beprovidedtotheFranchiseepriortotheFranchiseexpirationdate 252 If the Franchisee has not requested a renewal of this Franchise prior to itsexpirationdatetheCityhastherightuponthirty30dayspriornoticetotheFranchiseetoremoveorrelocateanyoftheFranchiseesFacilitiesasisreasonablynecessaryforthe publics health welfare or safety or for the construction alteration or improvement of theFranchiseAreaorfortheconstructionorinstallationoflinesorfacilitiesofotherfranchiseholdersTheFranchiseeshallbeliableforcostsincurredinanyremovalorrelocationoftheFranchiseesFacilitiesunderthissection 253 Upon the expiration of this Franchise the Franchisee shall continue to beresponsiblefortheoperationandmaintenanceoftheFranchiseesexistingfacilitiesinthe Franchise Area but shall not have the dght to provide additional services This SectionandSections111314151619and21ofthisFranchiseshallcontinueinforceuntil such time asthe FranchiseesFacilities are abandoned to the City in accordance with the terms and conditions of the Settlement Agreement SECTION 26 COMPLIANCE WITH LAWS The Franchisee shall conform to all applicable federal state and local laws and regulationsincludingbutnotlimitedtotheStateEnvironmentalPolicyActandtheCitysEnvironmentalStandardsandOrdinances SECTION 27 NONDISCRIMINATION CLAUSE In all hidng or employment made possible or resulting from this Frenchise there shall be no discrimination against any employee or applicant for employment because of sexsexualorientationageracecolornationaloriginmadtalstatusorthepresenceofanysensorymentalorphysicalhandicapunlessbaseduponabonafideoccupationqualificationNopersonshallbedeniedorsubjectedtodiscriminationinreceiptofthe benefit of any services or activities made possible by or resulting from this agreement onthegroundsofsexsexualorientationracecolornationaloriginageexceptminimum age and retirement provisions marital status or the presence of any sensory mental orphysicalhandicap SECTION 28 NOTICE Any notice or information required or permitted under this Franchise may be sent to thefollowingaddressesunlessotherwisespecified City of Auburn City Engineer 25 West Main Street Auburn WA 980014998 2539313010 City of Bonney Lake Public Works Director 19306 Bonney Lake Blvd Bonney Lake WA 983900944 2538628602 Ordinance No 5592 Fhibit A Page 9 of 2 SECTION 29 ATTORNEYS FEESIfeitherpartycommenceslitigationagainst the other party relating to the performance orallegedbreachofthisFranchisetheprevailingpartyshallbeentitledtoallcostsincludingreasonableattorneysfeesincurredrelatingtosuchlitigationincludingthoseincurredinanyappeal SECTION 30 SEVERANCEIfanytermprovisioncondition or portion of this Franchise is held to be invalid suchinvalidityshallnotaffectthevalidityoftheremainingportionsofthisFranchisewhichshallcontinueinfullforceandeffectunlessthedominantpurposeoftheFranchisewouldbepreventedorthepublicinterestwouldnolongerbeservedasdeterminedbytheCity SECTION 31 EFFECTIVE DATEThisordinancehavingbeenintroduced at least five days prior to its date of passage andsubmittedtothecityattorneyandbeingapprovedbyatleastamajorityoftheentirecitycouncilataregularcitycouncilmeetingshalltakeeffectandbeinforcefivedaysafteritspassageapprovalandpublicationasrequiredbylaw SECTION 32 EXISTING UTILITIESThisFranchiseshallgovernCityofBonney Lake new and existing water Facilities withintheCityofAuburn OinanceNo 5592ExhibitA Page 10 ofl2 PASSED by Auburns City Council this APPROVED by Auburns Mayor this ATTESTAUTHENTICATE PETER B LEWIS MayorCityofAuburn LDate Date Ordinance No 5592Exhibit Page 11 of THE CITY OF BONNEY LAKE a municipal corporation of the State of Washingtonacceptsalltherightsprivilegesanddutiesofthisfranchisesubjecttoaltermsconditionsstipulationsandobligationscontainedheren PASSED by Bonney Lakes City Council this 5 day of CPROVE3BcnneyLakes Mayor this ATTEST 3ZBonney Lake City Clerk ayofMayorDate4ROVEDASTOFORMBonneyLakCityAffomeyDateFILEDWITHTHECITYCLERKPASSEDBYAUBURNSCITYCOUNCILPUBLISHEDEFFECTIVEDATEAUBURNORDINANCENOBONNEYLAKEOrdinance No5592ExhibitA Page12ofi2 RESOLUTION NO 3 4 8 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERIM WATER SALES AGREEMENT BETWEEN THE CITY OF AUBURN AND COVINGTON WATER DISTRICT AND WATER DISTRICT No 111 WHEREAS Covington Water District Covington King County Water District No 111 WD 111 and the City of Auburn Auburn are authorized to enter into this Agreement under the authority of their respective enabling legislation and under the authority of Chapter 3934 RCW the Interlocal Cooperation Act and WHEREAS the parties desire to avoid unpredictable water sales and create a predictable and reliable cost for wholesale water to be sold by Auburn to Covington and WD 111 and WHEREAS it is in the public interest for the parties herein to enter into an interim water sales agreement NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Section 1 Pursuant to RCW 3934 the Interlocal Cooperation Act Auburn Covington and WD 111 have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services Section 2 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute the Interim water Sales Agreement between Auburn and Covington and WD 111 with minor administrative changes if required A copy of said Resolution No 3482 061102 Page 1 Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein Section 3 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 4 This resolution shall be in full force and affect upon passage and signatures hereon DATED this day of CITY OF AUBURN PETER B LEWIS MAYOR ATTEST Damelle E Daskam City Clerk APB RED FORM City Attorney Resolution No 3482 061102 Page 2 Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 2003071400273 PRCZFZC NU TT ZRG 260 PRGE eel OF 814231521KZNGCOUNTYUR RECORDERS COVER SHEET Document Titles or transactions contained therein Interlocal Agreement RES 3482 Interim Water Sales Agreement Reference Numbersof Documents assigned or released rlAdditionalreference s on page of document GrantorsBorrowersLast name first then first name and initials Auburn City of GranteeAssigneeBeneficiary Last name first 1 Covington Water District 2 King County Water D strict 111 Legal Description abbreviated ielot block plat or section township range PER RCW 3934 Additional legal is on page of document IAssessors Property Tax ParcelAccount Number NA Assessor Tax not yet assigned Exhibit A INTERIM WATER SALES AGREEMENT between COVINGTON WATER DISTRICT KING COUNTY WATER DISTRICT NO 111 and the CITY of AUBURN This Agreement Agreement is made and entered into this day of June 2002 by and between Covington Water District Covington a Municipal Corporation King County Water District No 111 WD 111 a Municipal Corporation collectively referred to herein as the Districts and the City of Auburn Auburn a Municipal Corporation Recitals mo Exhibit A Resolution 3482 The parties to this Agreement are also parties to Interlocal Agreement 2 for the Lea Hill Intertie Project between Covington Water District King County Water District 111 and the City of Auburn IA2 The parties desire to avoid unpredictable water sales and create a predictable and reliable cost for wholesale water to be sold by Auburn to the Districts By guaranteeing a minimum purchase of water for a given period of time ie a take or pay approach the cost of water which to a significant extent is based on peaking factors can be minimized for all of Auburns customers 1 Do Eo Fo Go This Agreement is intended to establish a rate for a fixed block of water for the mutual benefit ofthe parties of this Agreement It is in the interest of the Districts to have a predictable supply of water available and in Auburns interest to have a predictable and consistent source ofrevenue from the sale of such water The parties are authorized to enter into this Agreement under the authority of their respective enabling legislation and under the authority of Chapter 3934RCW the Interlocal Cooperation Act The 15 million gallons of water per day MGD take or pay water provided for in this Agreement is a portion of and not in addition to the 5 MGD as addressed in IA2 Now therefore in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the adequacy of which is hereby acknowledged the parties hereby agree as follows 1 TAKE OR PAY The Districts agree to purchase an average of 15 MGD of water from Auburn on a take or pay basis Take or pay shall mean that the Districts shall pay for 15 MGD whether or not the water is actually taken by the Districts the take or pay water also referred to in this Agreement as the Block of water provided the Block of water may be modified as set forth in Paragraph 4 Annual Review and Adjustment herein If the Districts cannot accept 15 mgd due to an emergency as Exhibit A Resolution 3482 2 defined in Paragraph 6 they will be billed for the water they receive at the Block rate 2 CHARGES FOR WATER The Districts shall pay the rate per one hundred cubic feet of water CCF for the 15 MGD Block shown in Exhibit 1 attached hereto which is by this reference incorporated except as further addressed in Paragraph 3 herein Any water taken in excess Excess Water of the Block during the winter October 1 through May 31 shall be billed at the winter overage rate shown in Exhibit 1 and during the summer June 1 through September 30 shall be billed at the summer overage rate shown in Exhibit 1 Any water taken during an emergency within the Covington andor WD 111 systems as defined in Paragraph 6 shall be billed at the 15 mgd Block rate Auburn shall send one monthly bill to WD 111 for all water purchased by the Districts 3 QUANTITY AVAILABLE DELIVERED The 15 MGD Block of water shall be defined as a block ofwater to be delivered at an average rate of 15 MGD measured over a rolling 3 day period with total quantities delivered within any single day being no more than 10more or less than 15 MGD If the Districts are unable for any reason to accept the Block of water the minimum monthly payment shall be 15 MGD multiplied by the rate then in effect pursuant to Paragraph 2 above If Auburn is unable to deliver the amount of water requested by the Districts up to the Block of water then Auburn will bill the Districts for the amount of water actually delivered at the Exhibit A Resolution 3482 Exhibit A Resolution 3482 block rate pursuant to Paragraph 2 above For the take or pay water Block provided for herein the Districts will be served on the same basis and with the same reliability as service is provided to Auburns retail customers and any curtailment restrictions or limitations on delivery shall be on same basis as curtailment restrictions or limitations on delivery to Auburns retail customers ANNUAL REVIEW AND ADIUSTMENT The initial Block of 15 MGD shall remain in effect through December 31 2005 Each year the take or pay Block may be adjusted by mutual agreement By September 1 of each year the Districts shall notify Auburn of their intent to continue without change or request an increase in the Block quantity Any requested change in the Block quantity would be effective January 1 of the year following the request In the event that neither party communicates its intent under this provision the Block shall be deemed to continue unchanged TERM This Agreement shall remain in full force and effect from the first day of the month following the execution of this Agreement through December 31 2005 provided that this Agreement shall automatically be renewed for an additional year at the conclusion of the term of this Agreement or any extension thereofunless any party provides the others with notice of an intent not to extend this Agreement which notice shall be received by the other parties not less than one year prior to the expiration ofthe term of this Agreement or any extension thereof The termination of this Agreement shall 4 not affect any rights or obligations under IA2 61 EMERGENCIES For purposes of this Agreement an emergency shall be defined as resulting from a water shortage a major water line break fire demand contamination to the water supply system mechanical equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other mutually agreed upon emergency within the water supply system An emergency period shall be for no more than five 5 working days without written request by the Districts and approval by Auburn in writing to extend the emergency period The City may change reduce or limit the time for or temporarily discontinue any water supplied for an emergency in excess of the Block quantity without notice Prior to a planned interruption or limiting of emergency service the City will notify the Districts of such not less than three days prior to the service disruption The City agrees to use best efforts and reasonable diligence to notify the Districts as soon after it becomes aware ofthe need for emergency service disruption and further will to the extent practical limit the service disruption to daylight hours 7 JOINT AND SEVERAL OBLIGATION The obligation of the Districts as set forth therein shall be a Joint and Several obligation of the Districts Allocation of the take or pay Block of water and the payment for such water shall be negotiated between the Districts outside of this Agreement Exhibit A Resolution 3482 5 In witness whereof the participants hereto have caused this Agreement to be executed by their proper officers on the day of 2002 City of Auburn by Title Approved as to form by Title Covington Water District bY4 King County Water District 111 by Title Exhibit A Resolution 3482 6 Interim Water Sales Agreement Between Covington Water District King County Water District No 111 And the City of Auburn Exhibit 1 Take or Pay Monthly Rates Year Base Charge 15MGDRate Winter Overage Summer Overage 2002 17500 070 080 185 2003 17500 075 085 200 2004 17500 080 090 210 2005 17500 085 095 220 Covington and WD 111 are each responsible for paying a Base Charge of 17500 per month per district Exhibit A Resolution 3482 7 RESOLUTION NO 3443 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENT BETWEEN THE CITY OF AUBURN AND LAKEHAVEN UTILITY DISTRICT WHEREAS pursuant to RCW 3934 the lnterlocal Cooperation Act Auburn and Lakehaven Utility District LUD have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services and WHEREAS the City has water facilities in the vicinity of a water main of LUD and WHEREAS the City can increase the reliability of water for its customers including Covington Water District and Water District No 111 if water is available from LUD in the event of anemergency and WHEREAS LUD is willing to provide to the City emergency service upon the terms and conditions set forth herein NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Section 1 Pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and Lakehaven Utility District have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services Section 2 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute the Emergency Water System Intertie Agreement between Resolution No 3443 031402 Page 1 the City and Lakehaven Utility District with minor administrative changes if required A copy of said Agreement is attached hereto denominated as Exhibit A and made a part hereof as though set forth in full herein Section 3 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Resolution No 3443 031402 Page 2 DATED this lsayof April 2002 CITY OF AUBURN PETER B LEWIS MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM City Attorney Resolution No 3443 031402 Page 3 Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 20030715000707 PACXFXC NU TXT AG 27e PAGE OF e9 7t5253tt5 KZNG COUNTY UA RECORDERS COVER SHEET Document Titles or transactions contained therein Interlocal Agreement Emergency Water Supply Agreement Reference Numbersof Documents assigned or released IAdditional reference s on page of document GrantorsBorrowersLast name first then first name and initials Auburn City of ii ij GranteeAssigneeBeneficiary Last name first 1 LakehaVen Utility District Legal Description abbreviated ielot block plat or section township range PER RCW 3934 Additional legal is on page of document AssessorsProperty Tax ParcelAccount Number NA Assessor Tax not yet assigned EMERGENCY WATER SUPPLY AGREEMENT LakehavenAuburnIntertie No 1 THIS AGREEMENT made and entered into by and betWeen the City of Auburn hereinafter referred to as City and Lakehaven Utility District hereinafter referred to as District WITNESSETH WHEREAS the City has water facilities in the vicinity ofa water main of the District and WHEREAS the City can increase the reliability of water for its customers including Covington Water District and Water District No 111 if water is available from the District in the event of an emergency and WHEREAS the District is willing to provide to the City emergency service upon the terms and conditions set forth herein NOW THEREFORE IT IS MUTUALLY AGREED as follows 1 The District hereby grants to the City the right to connect for the purposes described herein a water meter and appurtenances to the end of the 16inchwater main located in the vicinity of 15th Street Northwest and Terrace Drive in King County Washington more specifically shown on Exhibit A The intertie facility shall be sited on property owned by the City 2 The meter described in Paragraph No 1 herein is installed to provide an emergency water supply Water shall not be withdrawn from the supply without the prior written approval of the District At the time approval is sought the City shall state the requested time of commencement of use the expected duration of withdrawal and the quantity of water to be withdrawn The City shall request in writing an extension of or reduction in the duration of the withdrawal if the duration ofthe withdrawal is expected to vary from the original estimate The District and City shall read the meter upon activation and upon deactivation ofthe intertie The District may periodically bill the City for water used while the intertie is in operation or may bill for all such use after the withdrawal has ended 3 It is anticipated by the parties that because the facility will be funded by agencies with emergency or intermptible water supply agreements with the City specifically Covington Water District and Water District 111 the City may be called upon by adjoining agencies to provide an emergency supply of water beyond the Citys ability to produce such supply and therefore requests for emergency service under this Agreement may originate on behalf of those adjoining agencies Exhibit A Res 3443 Page 1 4 Upon completion ofthe Emergency Intertie construction the DiStrict will own and maintain the meter associated appurtenances necessary to monitor emergency use of the intertie the gate valve upstream of the vault and all piping upstream of the meter The City will own and maintain the vault control valve and all other piping and appurtenances downstream of the meter see Exhibit B The City and the District shall have mutual access to the vault for periodic inspection and maintenance or repair of their respective facilities 5 The City shall comply with all District resolutions and roles applicable to a connection to the Districts water system including but not limited to the requirement that the District provide written approval of plans and specifications for the connection of intertie facilities prior to construction 6 The City shall pay to the District the base monthly service charge and quantity charge for any water received Monthly service and quantity charge rates shall be established or amended by District resolution for the use of an eight 8inchmeter and the applicable water rate The rate for emergency water use Will be the greater ofthe Districts adopted summer nonresidential CommercialPublicAuthority water rate or the City of Tacomas Tacoma adopted wholesale water rate plus a District wheeling rate determined by the District Examples ofthe current rates are included in Exhibit C The District or Tacoma may revise these rates from time to time without notice to the City and such revised rates shall apply to emergency water deliveries made pursuant to this agreement 7 This Agreement shall not authorize or permit the City to take water from the connection described herein beyond what is described in paragraph 2 3 and Exhibit D o Conditions a In the event the District determines that the use of the emergency intertie is or will impose a negative impact to the public health safety or the equitable distribution of water within the District the District may change reduce or limit the time for or temporarily discontinue the withdrawal of water without notice b Water service may be temporarily interrupted or otherwise limited for purposes of making repairs extensions or doing other necessary work to the water system and c Prior to a planned interruption or limiting of service as set forth in b above the District will notify the City of such planned interruption or limiting of service The District agrees to use best efforts to notify the City as soon after it becomes aware of the need for such a service disruption d Operating conditions are as described in Exhibit C 9 Payment of all invoices for services and charges from the District shall be paid within 45 days ofthe invoice date 10 In the event of nonperformance of any provision herein by the City District may shut off water supplied pursuant to this Agreement Exhibit A Res 3443 Page 2 11 The use of this intertie is contingent upon receiving approval of same from the Department of Health pursuant to applicable regulations 12 The City agrees to indemnify defend and hold harmless the District its officers directors employees and agents and their successors and assigns from any and all costs or claims arising out ofor in any way resulting from the Citys default failure of performance or negligent conduct associated with this Agreement This indemnification provision shall include but is not limited to all claims against the District by an employee or former employee ofthe City or their contractors and as to such claims the City expressly waives all immunity and limitation of liability under Title 51 RCW The District agrees to indemnify defend and hold harmless the City its officers directors employees and agents and their successors and assigns from any and all costs or claims arising out of or in any way resulting from the Districts default failure of performance or negligent conduct associated with this Agreement This indemnification provision shall include but is not limited to all claims against the City by an employee or former employee ofthe District or its contractors and as to such claims the District expressly waives all immunity and limitation of liability under Title 51 RCW 13 The parties shall make good faith efforts to resolve by informal discussion any dispute arising under or in connection with this Agreement Should a dispute arise between the parties that cannot be resolved satisfactorily a mediator mutually acceptable to the parties shall resolve the dispute through the use of mediation at equal cost to each party Should the Parties not be able to satisfactorily resolve the dispute through mediation the forum for resolution shall be the King County Superior Court The prevailing party shall be entitled to attorney fees and costs 14 This Agreement may be terminated by either party hereto upon 60days written notice to the other party 15 Notices should be sent to the City and the District at the following addresses Public Works Director City ofAuburn 25 West Main Street Auburn WA 98001 General Manager Lakehaven Utility District PO Box 4249 Federal Way WA 98003 Exhibit A Res 3443 Page 3 IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN King County Washington Mayor Date Approftof LAKEHAVEN UTILITY DISTRICT King County Washington General Manager Date Approv ato formBycOunse1 Date Exhibit ARes 3443 Page 4 ExhitC Example of Monthly Meter Cost Lakehaven currently does not have an adopted monthly rate for an 8 meter and would use an amount near Tacomas monthly meter rate until such time as Lakehaven adopts a rate for this size meter Tacomas rate for an 8 meter is 81504 Effective 42301 Lakehavensproposed starting monthly rate 80400 Example of Emergency Water Rates in 2002 Lakehaven Utility District Rates Resolution 99906 CommercialPublic Authority Water Rate 1060 ccf Effective 112000 City ofTacoma RatesOrdinance No 26800 plus Lakehaven Wheeling Rate Summer Wholesale Water Rate to Lakehaven Lakehaven Wheeling Rate Total Emergency Water Use Rate equals 0912 ccf Effective 42202 0180 ccf Current Estimate 1092 ccf 1092 ccf in 2002 Exhibit A Res 3443 Page 7 Exhibit D Operating Conditions Prior to intertie activation the 16 water main upstream of the Districts meter shall be flushed by the District Any costs incurred by the District beyond labor time and the cost of water used for the flushing operation shall be paid by the City e The City will maintain a back pressuresustaining feature within the metering facility in order to maintain adequate pressure within the Districts service area while also preventing uncontrolled flows The District will maintain the right to authorize or direct the City to change the minimum upstream pressure setting if an adjustment is warranted to increase flow capacity or maintain adequate pressure in the Districtsdistribution system The initial settings for the pressuresustaining valve shall be noted on the approved construction plans and shall be stored in a waterproof container in the vault Records of any future revised pressure settings shall be maintained and noted on the record drawings for the metering facility retained by the parties and the information stored in the vault shall be updated The City will control the delivery flow rate from Lakehaven The current estimated maximum allowable flow rate from Lakehaven is 1750 gpm or 25 mgd more or less so long as Lakehaven customers are not impacted The Citys system has the capacity to receive water at a maximum instantaneous rate of up to approximately 5 mgd 4 The District and City will coordinate the telemetry system so each will receive the signal required for its operation and monitoring Exhibit A Res 3443 Page 8 RECORDER S COVER SHEET Document Title s or transactions contained therein t d c Interlocal Agreement RES 3644 I I I I nge l 1 t Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 11111111111 III I20060210002263 PACIFIC NU TIT INTERLOCA 91 00 PAGE001 OF 060021020061546KINGCOUNTYUA Reference Number s of Documents assigned or released DAdditional reference s on page of document Grantor s Borrower s Last name first then first name and initials Auburn City of Grantee Assignee Beneficiary Last name first 1 Pacific City of Legal Description abbreviated ie lot block plat or section township ra PER RCW 39 34 o Additional legal is on page of document Assessor s Property Tax Parcel Account Number N A o Assessor Tax not yet assigned Said document s wereftIed for record by Pacific Northwest Tltte as aocommodation only IthM not been examined as to properexlCllllUl as to its affect upon title RESOLUTION NO 3 644 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON RELATING TO THE ANNEXATION OF A PORTION OF PROPERTY TO THE CITY OF AUBURN SIMULTANEOUSLY TO ITS DEANNEXATION FROM THE CITY OF PACIFIC PURSUANT TO RCW 35102172 WHEREAS the City Council of the City ofAuburn adopted Resolution No 3617 on May 19 2003 and Resolution No 3619 on June 16 2003 notifying the King County Boundary Review Board of the Citys intent to annex property to the City of Auburn simultaneous to its deannexation from the City of Pacific and WHEREAS the City Council ofthe City of Pacific has concurred with the annexation and deannexation through its Resolution No 527 on May 272003 and Resolution No 530 on June 9 2003 and WHEREAS the King County Boundary Review Board has consented to and approved the annexation and deannexation and WHEREAS in connection with such annexationdeannexation the cities of Auburn and Pacific have committed to coordinate and cooperate with respect to any planning transportation utility or development issues that affect the cities and WHEREAS the annexationdeannexation will result in a change in the water service areas of the cities and WHEREAS Pacific desires to be granted the right to a future franchise for ingress egress and utilities in the vicinity of the KingPierce County line on East Valley Highway in order to access the parcels to the west of the Burlington Northern Santa Fe rightofway and Resolution 3644 October 6 2003 Page 10f 4 WHEREAS Auburn desires to be granted a franchise for its existing facilities in A Street SE remaining in Pacific after the annexationdeannexation and WHEREAS the cities wish to amend the existing emergency intertie agreements and relocate the emergency intertie facility serving Pacific on Lakeland Hills Way and WHEREAS the cities have mutual interests in the development Vista Heights that currently straddles the existing cities boundaries and will be completely contained within Auburn when the annexationdeannexation is finalized and WHEREAS Auburn desires to treat and retain public storm water in public facilities and WHEREAS Auburn and Pacific have agreed that Pacific will by bill of sale transfer their interest in the public facilities within the annexationdeannexation area to Auburn and WHEREAS Auburn and Pacific have agreed that Auburn will provide operation and maintenance services for the portion of A Street SE remaining in Pacific and WHEREAS the requirements ofthe State Environmental Policy Act and applicable Environmental Procedures have been complied with and WHEREAS a Public Hearing was held on October 6 2003 for which notice was provided pursuant to the requirements of RCW 35102172 and at which hearing all persons wishing to speak to the annexation and deannexation were heard and WHEREAS the City Council of the City of Auburn passed its Resolution No 3643 on October 6 2003 finalizing the annexation of a portion of property to the City of Auburn and simultaneous to its deannexationfrom the City of Pacific Resolution 3644 October 6 2003 Page 20f 4 NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor is hereby authorized to execute agreements in substantial conformity with the following agreements attached hereto and incorporated herein by this reference The Water Service Area Adjustment Agreement marks as Exhibit A The Emergency Water System Intertie Agreement marked as Exhibit B The Auburn Franchise Agreement With the City of Pacific marked as Exhibit C The Pacific Franchise Agreement with the City of Auburn marked as Exhibit 0 The Vista Heights Development Agreement marked as Exhibit E The Bill of Sale for infrastructure being transferred from Pacific to Auburn marked as Exhibit F and An interlocal agreement for maintenance and operation services on a portion of A Street SE attached as Exhibit G Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation including transmitting a copy of this Resolution to the City Clerk of Pacific Section 3 This Resolution shall shall take effect and be in full force upon passage and signatures hereon Resolution 3644 October 6 2003 Page 30f 4 DATED and SIGNED this Laay OfCCQ 2003 CITY OF AUBURN PETER B LEWIS MAYOR ATTEST l Danielle E Daskam City Clerk APPROVED AS TO FORM Resolution 3644 October 6 2003 Page 40f 4 EXHIBIT A WATER SERVICE AREA AGREEMENT This Agreement made and entered into by and between the City of Pacific a Washington municipal corporation Pacific and the City of Auburn a Washington municipal corporation Auburn Whereas Pacific is engaged in the business of providing water service to the public located in certain areas of King County in the State of Washington Auburn is engaged in the business of providing water service to the public located in certain areas of King and Pierce Counties in the State of Washington and Whereas the parties desire to enter into a formal service area agreement to revise the boundary between their contiguous service areas in King county in order to avoid any duplication or overlap of water service and to provide the most efficient service to their respective customers and Whereas Auburn and Pacific have by resolution annexeddeannexed an area legally described in Attachment 1 attached hereto and shown on the map Attachment 2 attached hereto The Cities have agreed to work together cooperatively to facilitate a practical efficient boundary between the two systems Pacific and Auburn therefore agree as follows 1 This Agreement is entered into pursuant to the South King County Coordinated Water System Plan which Plan and Appendices are incorporated herein by this reference 2 The contiguous water service boundary between Pacific and Auburn is agreed upon by both parties as shown on the attached map Attachment 2 and as legally described in Attachment 3 which by this reference are incorporated herein 3 Pacific and Auburn may by mutual written amendmentsto this Agreement make such adjustments to the service boundary as they may mutually agree upon from time to time so that water service to new service locations in close proximity to the service boundary may be provided in an efficient effective and economical manner Any such adjustments shall be documented by modifying the attached maps which when so modified and agreed to by the parties shall constitute amendments to this Agreement Minor adjustments consisting of ten acres or less may be authorized by the Public Works Director of the City of Auburn and the Community Development Director of the City of Pacific 4 Except as specifically set forth herein this Agreement shall not modify the Resolutions regarding the AnnexationDeannexationprocess referenced above Exhibit A Resolution No 3644 Page 1 of 2 5 Auburn will work with Pacific to assist in the negotiations with a Tacoma Second Supply Project Partner SSP Partner for future water supply for Pacific The rate for water sold to Pacific from a SSP Partner shall be the rate charged Auburn for the water plus a wheeling charge to be established using cost of service principles 6 Pacific will pay Auburn its costs associated with increasing the capacity of the Auburn Tacoma Second Supply Pipeline connectionsto allow the wheeling of up to one 1 million gallon per day peak day demand and up to one half million gallon per day average day demand through Auburn to Pacific 7 Water available to the Pacific pursuant to this Agreement shall be in compliance with all applicable state and federal drinking water laws regulations and standards 8 If Pacific requires additional or different treatment facilities in order for the wheeled water to comply with their water quality goals or standards then Pacific will install such treatment facilities on the Pacific side of the intertie meters at their expense If Auburn and Pacific determine that treatment is required to meet the mutual water quality goals and standards then the treatment facilities will be installed as near the point of connection to the Tacoma pipeline as practical The treatment facility costs will be shared based upon the capacity required by each city IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date last written below CITY OF AUBURN King erePETERBLEWISMAYOR OCT 202003 Date ATTEST Q Ølok Danielle E Daskam CMC City Clerk Exhibit A Resolution No 3644 Page 2 of 2 CITY OF PACIFIC King County Washington azulL˘Cn HOWARD ERICKSON MAYOR Date icLY1 C APPROVED AS TPlrft1 Albert A Abuan City Attorney ATTACHMENT 1 ANNEXATION LEGAL DESCRIPTION AREA IN VICINITY OF A STREET SOUTHEAST EAST VALLEY HIGHWAY AND LAKELAND HILLS WAY SOUTHEAST THAT PORTION OF GOVERNMENT LOTS 3 AND 4 IN THE SOUTHWEST QUARTER OF SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST W M AND THE EAST HALF OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 3 IN SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM SAID CORNER ALSO BEING AN ANGLE POINT IN THE WEST BOUNDARY OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE NORTHWEST CORNER OF THE LANDS DESCRIBED IN CITY OF PACIFIC ANNEXATION ORDINANCE NUMBER 319 THENCE EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 3 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 A DISTANCE OF 1280 FEET MORE OR LESS TO THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 3 THENCE SOUTH ALONG THE EAST LINE OF SAID GOVERNMENT LOTS 3 AND 4 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 TO THE SOUTHEAST CORNER OF SAID CITY OF PACIFIC ORDINANCE 319 AND TO A LINE PARALLEL WITH AND 825 FEET NORTHERLY OF THE SOUTH LINE OF SAID GOVERNMENT LOT 4 THENCE WEST ALONG THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 AND ALONG SAID PARALLEL LINE A DISTANCE OF 1300 FEET MORE OR LESS TO THE WEST LINE OF SAID SECTION 31 THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 31 AND THE BOUNDARY COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 TO THE SOUTHWEST CORNER OF SAID SECTION 31 THENCE WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST AND ALONG THE SOUTH LINE OF THE LANDS ANNEXED TO THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 A DISTANCE OF 70 FEET MORE OR LESS TO THE EAST LINE OF THE BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY100 FEET IN WIDTH THENCE NORTH ALONG SAID EAST LINE OF THE BNSF RAILROAD RIGHTOFWAYTO A LINE PARALLEL WITH AND 100 FEET NORTHERLY OF SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36 THENCE WEST ALONG LAST SAID PARALLEL LINE 100 FEET TO THE WEST LINE OF SAID BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY THENCE NORTH ALONG SAID WEST LINE OF THE BNSF RAILROAD RIGHTOFWAYA DISTANCE OF 3280 FEET MORE OR LESS TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF SAID RAILROAD RIGHTOFWAY FROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE EASTERLY ALONG LAST SAID PARALLEL LINE A DISTANCE OF 175 FEET MORE OR LESS TO THE EAST RIGHTOFWAY LINE OF EAST VALLEY HIGHWAY A STREET SE THENCE SOUTHERLY ALONG SAID EAST RIGHTOFWAYLINE A DISTANCE OF 150 FEET MORE OR LESS TO THE NORTH BANK OF THE WHITE RIVER STUCK RIVER THENCE NORTHEASTERLY ALONG SAID NORTH BANK OF THE WHITE RIVER A DISTANCE OF 200 FEET MORE OR LESS TO THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF Exhibit A Attachment 1 Resolution No 3644 1 of 2 AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM THENCE SOUTH ALONG SAID LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 A DISTANCE OF 700 FEET MORE OR LESS TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Exhibit A Attachment 1 Resolution No 3644 2of2 r r r WATER SERVICE AREA BOUNDARY LINE 250 500 I ATTACHMENT 2 Plotted JAN 2003 EXHIBIT AATTACHMENT 2 RESOLUTION No 3644 PAGE 1 Of 1SCALE1500 ATTACHMENT 3 WATER SERVICE AGREEMENT LINE BOUNDARY AFTER ANNEXATION IN THE E 12 OF SEC 36 TWP 21 N R 4E AND W 12OF SEC 31 TWP 21 N R 5E WM COMMENCING AT THE SOUTHEAST CORNER OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM SAID CORNER ALSO BEING THE SOUTHWEST CORNER OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE SOUTHEAST CORNER OF THE LANDS ANNEXED TO THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 THENCE WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36 AND ALONG SAID SOUTH LINE OF THE LANDS ANNEXED TO THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 A DISTANCE OF 70 FEET MORE OR LESS TO THE EAST LINE OF THE BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY100 FEET IN WIDTH AND THE TRUE POINT OF BEGINNING OF THIS WATER SERVICE AGREEMENT LINE THENCE NORTH ALONG SAID EAST LINE OF THE BNSF RAILROAD RIGHTOFWAYTO A LINE PARALLEL WITH AND 100 FEET NORTHERLY OF SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36 THENCE WEST ALONG SAID PARALLEL LINE 100 FEET TO THE WEST LINE OF SAID BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY THENCE NORTH ALONG SAID WEST LINE OF THE BNSF RAILROAD RIGHTOFWAYA DISTANCE OF 3280 FEET MORE OR LESS TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF SAID RAILROAD RIGHTOFWAYFROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE EASTERLY ALONG LAST SAID PARALLEL LINE A DISTANCE OF 175 FEET MORE OR LESS TO THE EAST RIGHTOFWAY LINE OF EAST VALLEY HIGHWAY A STREET SE THENCE SOUTHERLY ALONG SAID EAST RIGHTOFWAYLINE A DISTANCE OF 150 FEET MORE OR LESS TO THE NORTH BANK OF THE WHITE RIVER STUCK RIVER THENCE NORTHEASTERLY ALONG SAID NORTH BANK OF THE WHITE RIVER A DISTANCE OF 200 FEET MORE OR LESS TO THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 36 THENCE NORTH ALONG THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 36 A DISTANCE OF 258 FEET MORE OR LESS TO THE NORTHWEST CORNER OF THE LANDS CONVEYED TO THE CITY OF AUBURN BY DEED RECORDED UNDER RECORDING NUMBER 8009050525 RECORDS OF SAID COUNTY THENCE EAST 50 FEET ALONG THE NORTH LINE OF SAID LANDS TO THE NORTHEAST CORNER THEREOF THENCE NORTH 34682 FEET TO A POINT 50 FEET EAST OF THE SOUTHWEST CORNER OF TRACT B OF CITY OF AUBURN LOT LINE ADJUSTMENT LLA587RECORDED UNDER RECORDING NUMBER 8704220781 RECORDS OF KING COUNTY THENCE WEST ALONG THE SOUTH LINE OF SAID TRACT B TO THE SOUTHWEST CORNER OF SAID TRACT B AND THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 36 THENCE NORTH ALONG THE WEST LINE OF SAID TRACT B THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 36 A DISTANCE OF 5422 FEET MORE OR LESS TO SAID EAST RIGHTOFWAYLINE OF EAST VALLEY HIGHWAY A STREET SE THENCE SOUTHWESTERLY ALONG SAID EAST RIGHTOFWAYLINE TO THE SOUTHEAST CORNER OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 1171 Exhibit A Attachment 3 Resolution 3644 Page 1 of 2 THENCE WEST ALONG SAID SOUTH LINE TO THE SOUTHWEST CORNER OF THE LANDS DESCRIBED IN SAID CITY OF AUBURN ORDINANCE NUMBER 1171 THENCE NORTHERLY ALONG THE WEST LINE OF THE LANDS DESCRIBED IN SAID CITY OF AUBURN ORDINANCE NUMBER 1171 TO THE NORTH LINE OF SAID SECTION 36 AND THE TERMINUS OF THIS WATER SERVICE AGREEMENT LINE SITUATE IN KING COUNTY WASHINGTON Exhibit A Attachment 3 Resolution 3644 Page 2 of 2 EXHIBIT B EMERGENCY WATER SYSTEM INTERTIE AGREEMENT PacificAuburn Intertie Agreement No3 THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as Auburn and the City of Pacific hereinafter referred to as Pacific for the purposes of planning designing constructing maintaining and operating an emergency system intertie between the respective parties WITNESSETH WHEREAS both Cities have water facilities in the vicinity and WHEREAS both Cities can increase fire protection and emergency water supply reliability for their customers and WHEREAS the Cities are willing to provide the necessary services to increase fire fighting and emergency supply reliability upon the terms and conditions set forth herein NOW THEREFORE IT IS MUTUALLY AGREED as follows 1 The Cities hereby concurrently terminate with the execution of this Agreement the Water Sales Agreement Between City of Auburn and City of Pacific dated November 4 1991 and the Water Service Agreement dated July 271984 2 The fourinch 4 water service connection on Ellingson Road near Pacificswell field will continue to function as an emergency water supply under the terms and conditions of this agreement and the supply of emergency water through this facility will be oneway from Auburn to Pacific 3 The new emergency water system intertie will be designed to be operated manually as a two way emergency supply between the Auburn and Pacific Systems The facility shall be located on East Valley Highway in the vicinity of the Water Service Area Boundaries between the two cities Final location and configuration of the facilities shall be determined at the time of final design 4 The emergency water system interties shall be operated only in the event of an emergency For purposes of this agreement an emergency shall be defined as resulting from a water shortage a major water line break fire demand contamination to the water supply system mechanical Exhibit B Resolution No 3644 Page 1 of 5 equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other agreed upon emergency within the water supply system 5 Auburn will design and administer the contract for the construction of the new metering station The facility will be designed and constructed in accordance with reasonably accepted water utility standards for similar municipal water utilities Construction of the metering station will occur in the future at a mutually agreed upon time Auburn will own and maintain the piping interior equipment emergency meter and interior appurtenances and all piping up to the Pacific side of the vault for the metering station 6 Upon completion of construction Auburn will transfer ownership of all exterior appurtenances and all piping that is located on the Pacific side of the vault to Pacific Pacific will own and maintain the exterior appurtenances and all piping on Pacificsside of the vault 7 Each City will have unlimited access to the vault via a dual padlock or ownership of keys to the vault 8 Each City will operate the respective normally locked valve inside of the vault Auburn will solely unlock and operate the locked valve on Auburns side of the meter and Pacific will solely unlock and operate the locked valve on Pacificsside of the meter 9 The procedure for operating the interties in the event of such emergency shall be as follows A Each City shall determine that an emergency of sufficient magnitude has occurred which warrants the need to request that the one or both interties be activated B Upon agreement that an emergency exists the authorized representative of each City shall allow for one or both of the interties to be opened The intertie s will be activated as soon as reasonably possible Both Cities personnel shall be present at the vaultsto open the valves to activate the facility C The City requesting the activation shall provide a written confirmation of the request not less than 24 hours after the verbal request or on the first day of normal business after the verbal request Exhibit B Resolution No 3644 Page 2 of 5 D The intertiesshall remain activated until the City requesting activation determines that the need for activation of the emergency interties has ceased and shall request in writing to close the intertie E In case of emergency or whenever the public health safety or the equitable distribution of water so demands the City supplying the water may change reduce or limit the time for or temporarily discontinue the supply of water without notice water service may be temporarily interrupted limited for purposes of making repairs extensions or doing other necessary work and the City supplying the water shall not be responsible for any damage resulting from interruption change or failure of the water supply and the City receiving the water City requesting activation shall save and hold harmless the City supplying the water from any loss damages or suites to or by customers of the City receiving the water resulting from interruption change or failure of water supply provided by this Agreement except damages arising out of the City supplying the watersnegligence Prior to a planned interruption or limiting of service the City supplying the water will notify the City receiving the water of such not less than three days prior to the service disruption The City supplying the water agrees to use best efforts and reasonable diligence to notify the City receiving the water as soon after it becomes aware of the need for service disruption and further will to the extent practical limit the service disruption to daylight hours 10 Auburn shall read the metersupon activation and upon deactivation of the interties The City supplying the water shall verify the information and shall then calculate and invoice the other City for the water used during the request The total water used during the event shall be used to calculate the invoice The rate for water consumed through the emergency interties shall be at the Auburn Wholesale Rate to Algona in effect at the time the water is used This shall be complete payment for the water labor and administration of activating the interties 11 The total project costs for the construction of the new intertie shall include costs for consulting design service and construction Auburn shall bear the project costs in exchange for facilities transferred to Auburn as a part of the Lakeland Hills area annexationdeannexation Each City is responsible for associated staff administration and legal costs associated with this implementation of the agreement 12 To the extent allowed by law the City of Pacific shall defend indemnify and hold harmless the City of Auburn its elected officials employees and agents from and against any and all suits claims actions losses costs Exhibit B Resolution No 3644 Page 3 of 5 expensØs of litigation attorneysfees penalties and damages of whatsoever kind or nature arising out of or in connection with or incident to an act or omission of the City of Pacific its employees agents and contractors in the performance of the City of Pacificsobligations under the Agreement and this Amendment This indemnification provision shall include but is not limited to all claims against the City of Auburn by an employee or former employee of the City of Pacific or its contractors and as to such claims the City of Pacific expressly waives all immunity and limitation of liability under Title 51 RCW To the extent allowed by law the City of Auburn shall defend indemnify and hold harmless the City of Pacific its elected officials employees and agents from and against any and all suits claims actions losses costs expenses of litigation attorneysfees penalties and damages or whatsoever kind or nature arising our of in connection with or incident to an act or omission of the City of Auburn its employees agents and contractors in the performance of the City of Auburnsobligations under this Agreement This indemnification obligation shall include but is not limited to all claims against the City of Pacific by an employee or former employee of the City of Auburn or its contractors and as to such claims the City of Auburn expressly waives all immunity and limitation of liability under Title 51 RCW 13 This Agreement shall remain in force until terminated by either party hereto upon 60days written notice to the other party Any project costs incurred up to the date of such notice as described herein shall be shared in accordance with the provisions of this Agreement 14 Water available to the Pacific pursuant to this Agreement shall be in compliance with all applicable state and federal drinking water laws regulations and standards 15 If Pacific requires additional or different treatment facilities in order for the water received under this agreement to comply with their water quality goals or standards then Pacific will install such treatment facilities on the Pacific side of the intertie meters at their expense 16 If Auburn requires additional or different treatment facilities in order for the water received under this agreement to comply with their water quality goals or standards then Auburn will install such treatment facilities on the Auburn side of the intertie meters at their expense Exhibit B Resolution No 3644 Page 4 of 5 IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date last written below CITY OF AUBURN King County Washin ton r S MAYOR OCT I —2003 Date ATTEST Ll11JdvJ Danielle E Daskam CMC City Clerk Exhibit B Resolution No 3644 Page 5 of 5 CITY OF PACIFIC King County Washington U1CZ16g HOWARD ERICKSON MAYOR tJ 1DateeIo01JZCI ATTESTj APPROVED AS TO FORM dice JU Albert A Auan City Attorney EXHIBIT C CITY OF AUBURN WASHINGTON FRANCHISE AGREEMENT WITH THE CITY OF PACIFIC WHEREAS the City of Auburn Auburn and the City of Pacific Pacific have agreed to the annexationdeannexation a portion of property described in Attachment 1 relating to among other things East Valley Highway EVH from the north end of the White River bridge to the KingPierce County line in which Auburn recognizes and agrees to Pacificsright to access a portion of EVH near the KingPierce County line for ingress egress and utilities and WHEREAS Auburn and Pacific have entered into a Water Service Area Agreement which revised the boundary between their respective water service areas and WHEREAS the City of Auburn and Pacific have entered into an Emergency Water System Intertie Agreement and WHEREAS according to said Emergency Water System Intertie Agreement Auburn guaranteed Pacific the right to wheel water through Auburnswater system for an associated wheeling charge and WHEREAS in order to maintain control over the use of Auburn rightofways by Pacific within Auburn it is appropriate to enter into franchise agreements with Pacific and WHEREAS Pacific has negotiated this franchise agreement with Auburn acceptable to both parties and WHEREAS Auburn has determined that it is in the best interests of the public to grant Pacific a franchise on the terms and conditions set forth in this Agreement NOW THEREFORE THE CITY OF AUBURN AND THE CITY OF PACIFIC AGREE AS FOLLOWS SECTION 1 DEFINITION Where used in this franchise Franchise the following definitions shall apply 11 Franchisee means the City of Pacific a Washington municipal corporation and its respective successors and assigns 12 City means the City of Auburn a Washington municipal corporation Exhibit C Resolution No 3644 Page 1 of 11 13 Franchise Area means that portion of East Valley Highway where Pacific will own operate and maintain utilities as described with Attachment 2 attached hereto which is by this reference incorporated as if fully set forth herein provided that the Franchise Area shall not include or convey any right to Franchisee to install facilities on or to otherwise use City owned or leased properties outside the Franchise Area 14 Facilities means the Franchiseesutility system lines mains appurtenances and all other necessary or convenient facilities for the purpose of providing water service 15 Agreement means this Agreement setting forth the terms and conditions of the franchise granted to the Franchisee SECTION 2 FRANCHISE GRANT Subject to the terms and conditions set forth in this Agreement the City grants to the Franchisee the right to construct and install water pipelines and appurtenances and to excavate trenches in City roads for the purposes of constructing installing operating maintaining removing and replacing mains and pipes and making connections between the same to the dwellings and other buildings of the consumers In exercising the foregoing rights the Franchisee shall be governed by and conform to the general rules adopted by the Public Works Department of the City of Auburn and the Franchisee at no expense to the City shall complete all work and shall replace and restore the City roads to the condition of the City roads existing immediately prior to such disturbance PROVIDED HOWEVER that no such work shall be done prior to the obtaining of a permit therefor issued by the Citys Public Works Director hereinafter Director which permit shall set forth conditions pertaining to the work to be done and specifications for the restoration of the roads to the same condition as they were prior to such work If the Franchisee does not repair the City roads to the satisfaction of the Director the City may at its sole discretion repair such City roads or cause them to be repaired and the Franchisee hereby agrees to reimburse the City for the cost of such work including overhead costs SECTION 3 FRANCHISE TERM This Franchise is and shall remain in full force and effect from the effective date of this Agreement forward for a period not to exceed twentyfive 25 years from the effective date of this Agreement provided that this Franchise shall not take effect and the Franchisee shall have no rights under this Franchise unless the Franchisee files a written acceptance of this Franchise with the City pursuant to Section 4 of this Agreement SECTION 4 ACCEPTANCES BY GRANTEE OF TERMS AND CONDITIONS The full acceptance of this Franchise and all of its terms and conditions shall be filed with the City Clerk within fortyfive 45 days from the date of this Agreement by the Franchisee Full acceptance of this Franchise is a condition precedent to its taking effect and unless this Franchise is accepted within the time specified this grant will be null and void and have no force or effect Exhibit C Resolution No 3644 Page 2 of 11 SECTION 5 NONEXCLUSIVEFRANCHISE This Franchise is not exclusive It does not prohibit the City from granting franchises for other public or private utilities in over along across and under any City property including the Franchise Area This Franchise does not prevent or prohibit the City from constructing altering maintaining or using any of the Franchise Area The City retains full power to make all changes relocations repair maintenance or other work to or in the Franchise Area as the City deems fit SECTION 6 JURISDICTIONS This Franchise is intended to convey limited rights and interest only as to those roads and rightsofway in which the City has an actual interest It is not a warranty of title or of interest in City road rightsofway None of the rights granted to the Franchisee shall affect the jurisdiction of the City over City road rightsofway or the Citys power to perform work upon its roadways rightsofway or appurtenant drainage facilities including by constructing altering renewing paving widening grading blasting or excavating SECTION 7 REGULATIONS OF USE AND CONTROL This Franchise does not deprive the City of any powers rights or privileges it now has or may later acquire in the future to regulate the use of and to control the City road rightsofway covered by this Franchise The City reserves the right and power at all times to exercise its police powers with respect to the time manner and location of the placement of the FranchiseesFacilities SECTION 8 EMINENT DOMAIN This Franchise and the limited rights and interests granted by this Franchise are subject to the exercise of eminent domain In the event of an exercise of eminent domain by the City the value to be attributed to all the rights and interests granted under this Franchise shall not exceed the actual amount the Franchisee paid to the City in obtaining this Franchise SECTION 9 VACATION If at any time the City vacates any City rightsofway covered by this Franchise the City will not be held liable for any damages or loss to the Franchisee by reason of such vacation The City may after giving thirty 30 days written notice to the Franchisee terminate this Franchise with respect to any City road or rightsofway vacated SECTION 10 ENFORCEMENT The Citys failure to enforce any provision of this Franchise does not constitute a waiver of its right to enforce that provision or any other provision of this Franchise SECTION 11 INDEMNITIES AND HOLD HARMLESS 111 The Franchisee shall defend indemnify and hold harmless the City its appointed and elected officials and its employees and agents from and against liability for all claims actions injuries demands liabilities losses costs damages and Exhibit C Resolution No 3644 Page 3 of 11 judgments including costs of defense thereof collectively referred to as damages for injury to persons death or property damage caused by arising out of or incidental to the Franchiseesexercise of the rights and privileges granted by this Franchise except for damages caused by or arising out of the Citys sole negligence In the event that any such claim or demand for damages is presented toor filed with the City or if any suit or action is initiated against the City based on such claims or demands for damages the City shall promptly notify the Franchisee of the claim demand suit or action and the Franchisee shall have the right at its election and its sole cost and expense to settle and compromise such claim demand suit or action or defend the same at the Franchiseessole cost and expense 112 If it is determined that RCW 424115 applies to this Franchise the Franchisee agrees to defend hold harmless and indemnify the City to the maximum extent permitted under that statute and specifically for the Franchiseesnegligence concurrent with that of the City to the full extent of the Franchiseesnegligence SECTION 12 INSURANCE 121 The Franchisee shall keep a policy of insurance in force with a minimum limit of five million dollars 500000000 Verification of insurance coverage is a condition precedent to the effectiveness of this Agreement 122 The insurance shall be maintained in full force and effect at the Franchisees sole expense throughout the term of the Franchise and should such insurance be terminated this Agreement shall terminate as of the date of the termination of insurance coverage 123 The coverage provided by the Franchiseesinsurance policies shall be primary to any insurance maintained by the City except as to losses or damages attributable to the sole negligence of the City Any insurance maintained by the City that might relate to this Franchise shall be in excess to the Franchiseesinsurance and shall not contribute with or to it The City has no obligation to report occurrences to the insurance companies unless a claim is filed with the Citys City Council and the City has no obligations to pay the Franchiseespremiums 124 The Franchisee shall be solely and completely responsible to perform all work related to this Franchise in compliance with all applicable federal state county and city statutes rules regulations Ordinances orders and codes The Franchisees attention is directed to the requirements of the Washington Industrial Safety and Health Act Chapter 4917 RCW The Franchisee shall be solely and completely responsible for safety and safety conditions on its job sites and for its work within the Franchise Area including the safety of all persons and property during performance of any works therein The services of the City or Citys consultant personnel in conducting construction review of the Franchiseeswork relating to the Franchise is not intended to include review of the adequacy of the Franchisees work methods equipment scaffolding or trenching or safety measures in on or near such Franchise Area or job site The Franchisee shall provide safe access for the City and its inspectors to adequately inspect the work and its conformance with applicable statutes Ordinances rules regulations and the Franchise Exhibit C Resolution No 3644 Page 4 of 11 SECTION 13 INSTALLATIONS REPAIR REMOVAL OR RELOCATION 131 The Franchisee shall at no expense to the City expeditiously repair all existing Facilities that it owns within the Franchise Area including any damage caused directly or indirectly by its Facilities all appurtenant Facilities and service lines connecting its system to users if the City requires such repair for any reasonable purpose 132 The Franchisee shall at no expense to the City adjust remove or relocate existing Facilities within the Franchise Area including all appurtenant Facilities and service lines connecting its system to users if the City determines such adjustment removal or relocation is reasonably necessary to allow for an improvement or alteration planned by the City The City shall give the Franchisee written notice of such requirement as soon as practicable The written notice shall include all available information such as plans and specifications as is reasonably necessary for the Franchisee to plan for such adjustment removal or relocation 133 FranchiseesFacilities shall be constructed installed maintained and repaired within the Franchise Area so as to provide safety of persons and property and not interfere with the free passage of traffic all in accordance with the laws of the State of Washington and the Ordinances resolutions rules and regulations of the City 134 For projects that are a part of the Citys capital improvement program in addition to any other notice given to the Franchisee the City shall provide a copy of the capital improvement plan and six 6 year transportation improvement plan when requested Further the City shall provide a vertical and horizontal profile of the roadway and drainage facilities within it both existing and as proposed by the City and the proposed construction schedule The initial design information shall be given at least one hundred and eighty 180 days before construction is scheduled to begin except in cases of urgent construction or emergencies The Franchisee shall respond to this notice and to any later notices of revised designs within twenty 20 days of the date of the notice by providing to the City the Franchiseesbest available information as to the location of all the FranchiseesFacilities including all appurtenant Facilities and service lines connecting its system to users and all Facilities that it has abandoned within the area proposed for the project 135 The City shall offer the Franchisee the opportunity to participate in the preparation of bid documents for the selection of a contractor to perform the public works project as well as all required adjustments removals or relocations of the FranchiseesFacilities The City shall have sole authority to choose the contractor to perform such work Such bid documents shall provide for ar1 appropriate cost allocation between the parties In addition to the Franchiseesallocation of contractor costs the Franchisee shall reimburse the City for all costs to include but not be limited to legal engineering inspections administration andor soils testing related to the Franchisees work and reasonably incurred by the City in the administration of such joint construction contracts Such costs shall include the direct salary cost of the time of City professional and technical personnel including the Citys consultants spent productively engaged in such work plus overhead costs at the standard rate charged by the City on other similar projects Exhibit C Resolution No 3644 Page 5 of 11 136 It is understood that emergency situations may arise that could threaten public health andor continued operation of the Franchiseesutility system and the Franchisee may be unable to notify the City in the manner prescribed in Section 14 of this Franchise In such a situation the Franchisee shall immediately correct the hazardous situation and continue to use best efforts to contact the City staff The Emergency Phone Number for the City of Auburn is 253 9313010 and the City of Pacific is 253 9291110 Dialing 911 is advised for emergency situations SECTION 14 REQUIREMENTS OF CONSTRUCTION PERMITS 141 The Franchisee has the right privilege and authority to enter the City road rightsofway for the purpose of constructing installing operating maintaining replacing or repairing its Facilities on the condition that it obtains construction excavation and rightofway use permits issued by the City Any work performed whether by Franchisee its contractors or third parties shall include necessary paving patching grading and any other reasonably necessary repair or restoration to the City rightsofway All work shall be done to the Citys satisfaction 142 All equipment pipelines and appurtenances which are used in the construction installation operation maintenance or repair of the FranchiseesFacilities and which are located within the City road rightsofway and owned by the Franchisee shall be considered to be part of the Franchisees system and shall be the responsibility of the Franchisee All permits for the construction installation operation maintenance or repair of the Franchiseessystem shall be applied for and given in the name of the Franchisee who will be responsible for all work done under the permit The Franchisee remains responsible whether the work is performed by the Franchisee its contractors or by third parties 143 When required by the Public Works Director the Franchisee shall post a bond to the City in the amount sufficient for any road repair or restoration The amount of the bond shall be set by the City and must be filed with the City before a permit will be issued SECTION 15 PERFORMANCE OF WORK 151 Any work performed by the Franchisee in the Franchise Area shall conform to all City Ordinances and requirements including but not limited to Auburn City Code and the Citys Design and Construction Standards in force when the work is performed All traffic control shall conform to the current edition of the Uniform Traffic Control Devices in force when the work is performed 152 If work performed under this Franchise makes it necessary to turn off or diminish water pressure to any fire hydrant the Franchisee shall notify the Citys Fire Department by telephone and by written notice that water pressure or fire flow conditions have been affected Except in the case of an emergency the notice shall be provided at least 48 hours prior to the water pressure being turned off or diminished Exhibit C Resolution No 3644 Page 6 of 11 If more than one fire hydrant will be affected the Franchisee shall provide a map of the affected area to the Fire Department Outofservicefire hydrants must be identified as not operational by covering with a properly secured burlap or plastic bag Fire hydrants should be returned to full service as soon as reasonably possible or no longer than two working days from the date service was diminished The Franchisee shall notify the Citys Fire Department when the hydrant is returned to full service SECTION 16 RESTORATION OF CITY RIGHTSOFWAY After performing work on under or adjacent to City road rightsofway the Franchisee is responsible for and shall leave all City road rightsofway in the condition of the City roads rightsofway existing immediately prior to such disturbance If the Franchisee its contractors or third parties working under permit should fail to diligently restore City road rightsofway to the satisfaction of the City the City may make such repairs or restorations as are necessary to return the City road rightsofwayto a condition reasonably comparable to the condition of the City roads rightsofway existing immediately prior to such disturbance Upon presentation of an itemized bill for repairs or restorations including all applicable costs both direct and indirect to include but not be limited to the cost of labor tools materials and equipment the Franchisee shall pay the bill within sixtyfive 65 days SECTION 17 GUARANTEES The Franchisee shall guarantee work and materials furnished and completed by the Franchisee under this Franchise for a period of two 2 years from the date the City accepts the work andor restoration SECTION 18 INFORMATION ON LOCATION OF FACILITIES Prior to the effective date of this Agreement the Franchisee shall provide the City with all information requested by the City regarding the location of the Franchiseescurrent Facilities including but not limited to copies of all record drawings for such Facilities If the Franchisee performs any work to install repair reconstruct or replace Facilities in the Franchise Area after this Agreementseffective date the Franchisee shall provide the City with all information requested by the City regarding the location of those Facilities including but not limited to copies of record drawings SECTION 19 COORDINATION OF WORK IN FRANCHISE AREA To facilitate the coordination of work in City rightsofway if either the Franchisee or the City plans to make excavations in the Franchise Area the party planning such excavation shall provide written notice to the other of the planned excavation affording the other party the opportunity to share in the excavation provided that 1 such joint use shall not unreasonably delay the work of the party causing the excavation to be made 2 such joint use shall be arranged and accomplished on terms and conditions satisfactory to both parties and 3 either party may deny such request for safety reasons Exhibit C Resolution No 3644 Page 7 of 11 SECTION 20 REIMBURSEMENTS OF COSTS The Franchisee shall reimburse and pay to the City the amount of actual administrative expenses incurred by the City which are directly or indirectly related to the receipt review and approval of this Franchise In the event of nonpayment thereafter the Franchisee shall pay the Citys reasonable attorneys fees and other costs incurred in collecting such amount Payment must be made within sixtyfive 65 days of the Franchiseesreceipt of the Citys billlinvoice If payment is not paid in full within the sixtyfive 65 days this Franchise shall become null and void SECTION 21 BLASTING REQUIREMENTS The Franchiseesright to construct install operate maintain and repair Facilities does not preclude the City its agents or contractors from blasting grading or doing other road work contiguous to the FranchiseesFacilities When practical the City shall give the Franchisee fortyeight 48 hours notice of blasting or excavating SECTION 22 SURVEY MARKERS AND MONUMENTS Before any work is performed under this Franchise the Franchisee shall establish two or more reference marks to all monuments and markers of every nature relating to subdivisions plats rightsofway and all other surveys The reference points shall be located so that they will not be disturbed during any of Franchiseesoperations under this Franchise The method of referencing monuments or other markers or points shall be approved by the City before placement The replacement of all markers or monuments disturbed during any construction of the Franchisee shall be made as promptly as conditions permit The cost of monuments or markers lost destroyed or disturbed and the expense or replacement with approved markers or monuments shall be borne by the Franchisee SECTION 23 RESERVATIONS OF RIGHTS The City reserves the right upon thirty 30 days written notice to the Franchisee to amend or modify the provisions or conditions of this Franchise to conform to any state county federal or city statute ordinance rule or regulation The City may terminate this Franchise upon thirty 30 days written notice to the Franchisee if the Franchisee fails or refuses to comply with such amendment or modification SECTION 24 ASSIGNMENT The Franchisee shall not have the right to assign this Franchise without the written consent of the City No assignment shall be effective unless an acceptance by the assignee of all rights conditions terms provisions and responsibilities contained within the Franchise as well as surety bonds which the City deems necessary to be posted are received as allowed by law The Citys approval of the assignment may be made subject to the assigneesacceptance of new or modified terms of the Franchise Exhibit C Resolution No 3644 Page 8 of 11 SECTION 25 PENALTV FOR VIOLATION OF CONDITIONS If the Franchisee fails to comply with any material term condition or responsibility under this Franchise the City may provide the Franchisee with written notice of the Citys intent to revoke the Franchise if the Franchisees failure is not cured within thirty 30 days of the date of the notice During the thirty 30 days following the date of the notice the Franchisee shall have the opportunity to remedy the failure to comply A public hearing shall be scheduled before the Auburn City Council at least thirty 30 days following the notification on the issue of the revocation If at the hearing the City Council finds that grounds exist to revoke the Franchise under this paragraph and that the revocation is in the public interest the City Council may by ordinance revoke the Franchise The revocation shall be effective ninety 90 days after the public hearing SECTION 26 EXPIRATION AND RENEWAL 261 If the Franchisee requests a renewal of this Franchise prior to its expiration date the City may at the Citys sole discretion extend the term of this Franchise for up to one year beyond the expiration date to allow for processing of the renewal If the City elects to extend the term of this Franchise written notice of the extension shall be provided to the Franchisee prior to the Franchise expiration date 262 If the Franchisee has not requested a renewal of this Franchise prior to its expiration date the City has the right upon thirty 30 days prior notice to the Franchisee to remove or relocate any of the FranchiseesFacilities as is reasonably necessary for the publics health welfare or safety or for the construction alteration or improvement of the Franchise Area or for the construction or installation of lines or facilities of other franchise holders The Franchisee shall be liable for costs incurred in any removal or relocation of the FranchiseesFacilities under this section 263 Upon the expiration of this Franchise the Franchisee shall continue to be responsible for the operation and maintenance of the Franchiseesexisting facilities in the Franchise Area but shall not have the right to provide additional services This Section and Sections 11 13 14 15 16 19 and 22 of this Franchise shall continue in force until such time as the FranchiseesFacilities are abandoned to the City in accordance with the terms and conditions of the Annexation Resolution SECTION 27 COMPLIANCE WITH LAWS The Franchisee shall conform to all applicable federal state and local laws and regulations including but not limited to the State Environmental Policy Act and the Citys Environmental Standards and Ordinances SECTION 28 NONDISCRIMINATIONCLAUSES In all hiring or employment made possible or resulting from this Franchise there shall be no discrimination against any employee or applicant for employment because of sex sexual orientation age race color national origin marital status or the presence of any sensory mental or physical handicap unless based upon a bona fide occupation qualification No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this agreement Exhibit C Resolution No 3644 Page 9 of 11 on the grounds of sex sexual orientation race color national origin age except minimum age and retirement provisions marital status or the presence of any sensory mental or physical handicap SECTION 29 NOTICES Any notice or information required or permitted under this Franchise may be sent to the following addresses unless otherwise specified City of Auburn City Engineer 25 West Main Street Auburn WA 980014998 2539313010 City of Pacific Community Development Director 100 3rd Avenue SE Pacific WA 98047 2539291110 SECTION 30 ATTORNEYS FEES If either party commences litigation against the other party relating to the performance or alleged breach of this Franchise the prevailing party shall be entitled to all costs including reasonable attorneys fees incurred relating to such litigation including those incurred in any appeal SECTION 31 SEVERANCES If any term provision condition or portion of this Franchise is held to be invalid such invalidity shall not affect the validity of the remaining portions of this Franchise which shall continue in full force and effect unless the dominant purpose of the Franchise would be prevented or the public interest would no longer be served as determined by the City SECTION 32 EFFECTIVE DATE This Agreement having been introduced at least five days prior to its date of passage and submitted to the city attorney and being approved by at least a majority of the entire city council at a regular city council meeting shall take effect and be in force five days after its passage approval and publication as required by law SECTION 33 EXISTING UTILITIES This Franchise shall govern City of Pacific new utility Facilities within the City of Auburn Exhibit C Resolution No 3644 Page 10 of 11 IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date last written below CITY OF AUBURN King County Washington 4 PETER B LEWIS MAYOR DCl 2 —2003 CITY OF PACIFIC King County Washington C Ji41ev2d47 HOWARD ERICKSON MAYOR Date Jclœ 3 LsDate Danielle E Daskam CMC City Clerk ATTESTlATTEST Exhibit C Resolution No 3644 Page 11 of 11 ATTACHMENT 1 ANNEXATION LEGAL DESCRIPTION AREA IN VICINITY OF A STREET SOUTHEAST EAST VALLEY HIGHWAY AND LAKELAND HILLS WAY SOUTHEAST THAT PORTION OF GOVERNMENT LOTS 3 AND 41N THE SOUTHWEST QUARTER OF SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST W M AND THE EAST HALF OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 3 IN SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM SAID CORNER ALSO BEING AN ANGLE POINT IN THE WEST BOUNDARY OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE NORTHWEST CORNER OF THE LANDS DESCRIBED IN CITY OF PACIFIC ANNEXATION ORDINANCE NUMBER 319 THENCE EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 3 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 A DISTANCE OF 1280 FEET MORE OR LESS TO THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 3 THENCE SOUTH ALONG THE EAST LINE OF SAID GOVERNMENT LOTS 3 AND 4 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 TO THE SOUTHEAST CORNER OF SAID CITY OF PACIFIC ORDINANCE 319 AND TO A LINE PARALLEL WITH AND 825 FEET NORTHERLY OF THE SOUTH LINE OF SAID GOVERNMENT LOT 4 THENCE WEST ALONG THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 AND ALONG SAID PARALLEL LINE A DISTANCE OF 1300 FEET MORE OR LESS TO THE WEST LINE OF SAID SECTION 31 THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 31 AND THE BOUNDARY COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 TO THE SOUTHWEST CORNER OF SAID SECTION 31 THENCE WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST AND ALONG THE SOUTH LINE OF THE LANDS ANNEXED TO THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 A DISTANCE OF 70 FEET MORE OR LESS TO THE EAST LINE OF THE BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY100 FEET IN WIDTH THENCE NORTH ALONG SAID EAST LINE OF THE BNSF RAILROAD RIGHTOFWAYTO A LINE pARALLEL WITH AND 100 FEET NORTHERLY OF SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36 THENCE WEST ALONG LAST SAID PARALLEL LINE 100 FEET TO THE WEST LINE OF SAID BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY THENCE NORTH ALONG SAID WEST LINE OF THE BNSF RAILROAD RIGHTOFWAYA DISTANCE OF 3280 FEET MORE OR LESS TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF SAID RAILROAD RIGHTOFWAY FROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE EASTERLY ALONG LAST SAID PARALLEL LINE A DISTANCE OF 175 FEET MORE OR LESS TO THE EAST RIGHTOFWAY LINE OF EAST VALLEY HIGHWAY A STREET SE THENCE SOUTHERLY ALONG SAID EAST RIGHTOFWAYLINE A DISTANCE OF 150 FEET MORE OR LESS TO THE NORTH BANK OF THE WHITE RIVER STUCK RIVER Exhibit C Attachment 1 Resolution No 3644 1 of 2 THENCE NORTHEASTERLY ALONG SAID NORTH BANK OF THE WHITE RIVER A DISTANCE OF 200 FEET MORE OR LESS TO THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM THENCE SOUTH ALONG SAID LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 A DISTANCE OF 700 FEET MORE OR LESS TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Exhibit C Attachment 1 Resolution No 3644 2of2 Attachment 2 CITY OF PACIFIC DESCRIPTION CROSSING EAST VALLEY HIGHWAY BEGINNING AT INTERSECTION OF THE EAST MARGIN OF THE EAST VALLEY HIGHWAY A STREET SOUTHEAST AND THE NORTH LINE OF TOWNSHIP 20 NORTH RANGE 5 EAST WM THENCE SOUTHERLY ALONG SAID EAST MARGIN OF THE EAST VALLEY HIGHWAY A DISTANCE OF 50 FEET THENCE WEST TO THE EAST LINE OF THE BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY100 FEET IN WIDTH THENCE NORTHERLY ALONG SAID EAST LINE OF THE BNSF RAILROAD RIGHTOFWAYA DISTANCE OF 150 FEET THENCE EAST TO SAID EAST MARGIN OF THE EAST VALLEY HIGHWAY THENCE SOUTHERLY ALONG SAID EAST MARGIN OF THE EAST VALLEY HIGHWAY A DISTANCE OF 100 FEET TO THE POINT OF BEGINNING SITUATE IN KING AND PIERCE COUNTIES WASHINGTON Exhibit C Attachment 2 Resolution No 3644 Page 1 of 1 EXHIBIT D CITY OF PACIFIC WASHINGTON FRANCHISE AGREEMENT WITH THE CITY OF AUBURN WHEREAS the City of Auburn Auburn and the City of Pacific Pacific have agreed to the annexationdeannexation a portion of property described in Attachment 1 relating to among other things East Valley Highway EVH from the north end of the White River bridge to the KingPierce County line in which Auburn recognizes and agrees to Pacificsright to access a portion of EVH near the KingPierce County line for ingress egress and utilities and WHEREAS Auburn and Pacific have entered into a Water Service Area Agreement which revised the boundary between their respective water service areas and WHEREAS the City of Auburn and Pacific have entered into an Emergency Water System Intertie Agreement and WHEREAS in order to maintain control over the use of City of Pacific rightofway by utilities operating within the City of Pacific it is appropriate to enter into franchise agreements with such utilities and WHEREAS City of Auburn is such a utility and has negotiated this franchise agreement with the City of Pacific acceptable to both parties and WHEREAS the City of Pacific has determined that it is in the best interests of the public to grant the City of Auburn a franchise on the terms and conditions set forth in this Agreement now therefore THE CITY COUNCIL OF THE CITY OF PACIFIC WASHINGTON DO ORDAIN AS FOLLOWS SECTION 1 DEFINITIONS Where used in this franchise Franchise the following definitions shall apply 11 Franchisee means the City of Auburn a Washington municipal corporation and its respective successors and assigns 12 City means the City of Pacific a Washington municipal corporation 13 Franchise Area means the Right of Way of A Street SE as described in Attachment 2 attached hereto which is by this reference incorporated as if fully set forth herein provided that the Franchise Area shall not include or convey any right to Franchisee to install facilities on or to otherwise use City owned or leased properties outside the Franchise Area Exhibit D Resolution No 3644 Page 1 of 11 14 Facilities means the Franchiseeswater system lines mains appurtenances and all other necessary or convenient facilities for the purpose of providing water service 15 Agreement means this Agreement setting forth the terms and conditions of the franchise granted to the Franchisee SECTION 2 FRANCHISE GRANT Subject to the terms and conditions set forth in this Agreement the City grants to the Franchisee the right for the construction and installation of water pipeline appurtenances and the excavation of trenches on City roads for the purposes of constructing installing operating maintaining removing and replacing mains and pipes and making connections between the same to the dwellings and other buildings of the consumers the Franchisee shall be governed by and conform to the general rules adopted by the Public Works Department of the City of Pacific and the Franchisee at no expense to the City shall complete all such work and shall replace and restore the City roads to a condition reasonably comparable to the condition of the City roads existing immediately prior to such disturbance PROVIDED HOWEVER that no such work shall be done prior to the obtaining of a permit therefor issued by the Citys Community Development Director hereinafter Director which permit shall set forth conditions pertaining to the work to be done and specifications for the restoration of the roads to the same condition as they were prior to such work If the Franchisee does not repair the City roads to the satisfaction of the Director the City may at its sole discretion repair such City roads or cause them to be repaired and the Franchisee hereby agrees to reimburse the City for the cost of such work including overhead costs SECTION 3 FRANCHISE TERM This Franchise is and shall remain in full force and effect for a period of twentyfive 25 years from the effective date of this Agreement provided that this Franchise shall not take effect and the Franchisee shall have no rights under this Franchise unless the Franchisee files a written acceptance of this Franchise with the City pursuant to Section 4 of this Agreement SECTION 4 ACCEPTANCE BY GRANTEE OF TERMS AND CONDITIONS The full acceptance of this Franchise and all of its terms and conditions shall be filed with the City Clerk within fortyfive 45 days from the date of this Agreement by the Franchisee Full acceptance of this Franchise is a condition precedent to its taking effect and unless this Franchise is accepted within the time specified this grant will be null and void and have no force or effect SECTION 5 NONEXCLUSIVEFRANCHISE This Franchise is not exclusive It does not prohibit the City from granting franchises for other public or private utilities in over along across and under any City property Exhibit D Resolution No 3644 Page 2 of 11 including the Franchise Area This Franchise does not prevent or prohibit the City from constructing altering maintaining or using any of the Franchise Area The City retains full power to make all changes relocations repair maintenance or other work to or in the Franchise Area as the City deems fit SECTION 6 JURISDICTIONS This Franchise is intended to convey limited rights and interest only as to those roads and rightsofway in which the City has an actual interest It is not a warranty of title or of interest in City road rightsofway None of the rights granted to the Franchisee shall affect the jurisdiction of the City over City road rightsofway or the Citys power to perform work upon its roadways rightsofway or appurtenant drainage facilities including by constructing altering renewing paving widening grading blasting or excavating SECTION 7 REGULATION OF USE AND CONTROL This Franchise does not deprive the City of any powers rights or privileges it now has or may later acquire in the future to regulate the use of and to control the City road rightsofway covered by this Franchise The City reserves the right and power at all times to exercise its police powers with respect to the time manner and location of the placement of the FranchiseesFacilities SECTION 8 EMINENT DOMAIN This Franchise and the limited rights and interests granted by this Franchise are subject to the exercise of eminent domain In the event of an exercise of eminent domain by the City the value to be attributed to all the rights and interests granted under this Franchise shall not exceed the actual amount the Franchisee paid to the City in obtaining this Franchise SECTION 9 VACATION If at any time the City vacates any City rightsofway covered by this Franchise the City will not be held liable for any damages or loss to the Franchisee by reason of such vacation The City may after giving thirty 30 days written notice to the Franchisee terminate this Franchise with respect to any City road or rightsofway vacated SECTION 10 ENFORCEMENT The Citys failure to enforce any provision of this Franchise does not constitute a waiver of its right to enforce that provision or any other provision of this Franchise SECTION 11 INDEMNITIES AND HOLD HARMLESS 111 The Franchisee shall defend indemnify and hold harmless the City its appointed and elected officials and its employees and agents from and against liability for all claims actions injuries demands liabilities losses costs damages and judgments including costs of defense thereof collectively referred to as damages for injury to persons death or property damage caused by arising out of or incidental Exhibit D Resolution No 3644 Page 3 of 11 to the Franchisees exercise of the rights and privileges granted by this Franchise except for damages caused by or arising out of the Citys sole negligence In the event that any such claim or demand for damages is presented to or filed with the City or if any suit or action is initiated against the City based on such claims or demands for damages the City shall promptly notify the Franchisee of the claim demand suit or action and the Franchisee shall have the right at its election and its sole cost and expense to settle and compromise such claim demand suit or action or defend the same at the Franchiseessole cost and expense 11 2 If it is determined that RCW 424115 applies to this Franchise the Franchisee agrees to defend hld harmless and indemnify the City to the maximum extent permitted under that statute and specifically for the Franchiseesnegligence concurrent with that of the City to the full extent of the Franchiseesnegligence SECTION 12 INSURANCE 121 The Franchisee being a municipality in the State of Washington shall be selfinsured through the Washington Cities Insurance Association WCIA If required by Pacific Auburn shall request the WCIA to provide Pacific with a letter sent from the WCIA evidencing such an insurance policy to be in force 122 The insurance shall be maintained in full force and effect at the Franchiseessole expense throughout the term of the Franchise The City shall be given at least fortyfive 45 days written notice that the Franchisee is no longer a member of the WCIA Such notice to the City shall be by certified mail sent to City of Pacific Public Works Dept 100 3rd SE Pacific Washington 98047 123 The coverage provided by Auburnsinsurance policies shall be primary to any insurance maintained by Pacific except as to losses or damages attributable to the sole negligence of Pacific Any insurance maintained by Pacific that might relate to this Franchise shall be in excess to Auburnsinsurance and shall not contribute with or to it Pacific has no obligation to report occurrences to the insurance companies unless a claim is filed with PacificsCity Council and Pacific has no obligations to pay Auburnspremiums 124 The Franchisee shall be solely and completely responsible to perform all work related to this Franchise in compliance with all applicable federal state county and city statutes rules regulations ordinances orders and codes The Franchisees attention is directed to the requirements of the Washington Industrial Safety and Health Act Chapter 4917 RCW The Franchisee shall be solely and completely responsible for safety and safety conditions on its job sites and for its work within the Franchise Area including the safety of all persons and property during performance of any works therein The services of the City or Citys consultant personnel in conducting construction review of the Franchiseeswork relating to the Franchise is not intended to include review of the adequacy of the Franchiseeswork methods equipment scaffolding or trenching or safety measures in on or near such Franchise Area or job site The Franchisee shall provide safe access for the City and its inspectors to Exhibit D Resolution No 3644 Page 4 of 11 adequately inspect the work and its conformance with applicable statutes ordinances rules regulations and the Franchise SECTION 13 INSTALLATION REPAIR REMOVAL OR RELOCATION 131 The Franchisee shall at no expense to the City expeditiously repair all existing Facilities that it owns within the Franchise Area including any damage caused directly or indirectly by its Facilities all appurtenant Facilities and service lines connecting its system to users if the City requires such repair for any reasonable purpose 132 The Franchisee shall at no expense to the City adjust remove or relocate existing Facilities within the Franchise Area including all appurtenant Facilities and service lines connecting its system to users if the City determines such adjustment removal or relocation is reasonably necessary to allow for an improvement or alteration planned by the City The City shall give the Franchisee written notice of such requirement as soon as practicable The written notice shall include all available information such as plans and specifications as is reasonably necessary for the Franchisee to plan for such adjustment removal or relocation 133 FranchiseesFacilities shall be constructed installed maintained and repaired within the Franchise Area so as to provide safety of persons and property and not interfere with the free passage of traffic all in accordance with the laws of the State of Washington and the ordinances resolutions rules and regulations of the City 134 For projects that are a part of the Citys capital improvement program in addition to any other notice given to the Franchisee the City shall provide a vertical and horizontal profile of the roadway and drainage facilities within it both existing and as proposed by the City and the proposed construction schedule The initial design information shall be given at least thirty 30 days before construction is scheduled to begin except in cases of urgent construction or emergencies The Franchisee shall respond to this notice and to any later notices of revised designs within twenty 20 days of the date of the notice by providing to the City the Franchiseesbest available information as to the location of all the FranchiseesFacilities including all appurtenant Facilities and service lines connecting its system to users and all Facilities that it has abandoned within the area proposed for the project 135 The City shall offer the Franchisee the opportunity to participate in the preparation of bid documents for the selection of a contractor to perform the public works project as well as all required adjustments removals or relocations of the FranchiseesFacilities The City shall have sole authority to choose the contractor to perform such work Such bid documents shall provide for an appropriate cost allocation between the parties In addition to the Franchiseesallocation of contractor costs the Franchisee shall reimburse the City for all costs to include but not be limited to legal engineering inspections administration andor soils testing related to the Franchisees work and reasonably incurred by the City in the administration of such joint construction contracts Such costs shall include the direct salary cost of the time of City professionall Exhibit D Resolution No 3644 Page 5 of 11 and technical personnel including the Citys consultants spent productively engaged in such work plus overhead costs at the standard rate charged by the City on other similar projects 136 It is understood that emergency situations may arise that could threaten public health andor continued operation of the Franchiseesutility system and the Franchisee may be unable to notify the City in the manner prescribed in Section 14 of this Franchise In such a situation the Franchisee shall immediately correct the hazardous situation and continue to use best efforts to contact the City staff The Emergency Phone Number for the City of Pacific is 2539291110 and the City of Auburn is 2539313048 Dialing 911 is advised for emergency situations SECTION 14 REQUIREMENT OF CONSTRUCTION PERMITS 141 The Franchisee has the right privilege and authority to enter the City road rightsofway for the purpose of constructing installing operating maintaining replacing or repairing its Facilities on the condition that it obtains construction excavation and rightofway use permits issued by the City Any work performed whether by Franchisee its contractors or third parties shall include necessary paving patching grading and any other reasonably necessary repair or restoration to the City rightsofway All work shall be done to the Citys satisfaction 142 All equipment lines and appurtenances which are used in the construction installation operation maintenance or repair of the FranchiseesFacilities and which are located within the City road rightsofway and owned by the Franchisee shall be considered to be part of the Franchisees system and shall be the responsibility of the Franchisee All permits for the construction installation operation maintenance or repair of the Franchiseessystem shall be applied for and given in the name of the Franchisee who will be responsible for all work done under the permit The Franchisee remains responsible whether the work is performed by the Franchisee its contractors or by third parties 143 When required by the Director the Franchisee shall post a bond to the City in the amount sufficient for any road repair or restoration The amount of the bond shall be set by the City and must be filed with the City before a permit will be issued SECTION 15 PERFORMANCE OF WORK 151 Any work performed by the Franchisee in the Franchise Area shall conform to all City ordinances and requirements including but not limited to Chapter 1312 PMC and the Citys Road Standards in force when the work is performed All traffic control shall conform to the current edition of the Uniform Traffic Control Devices in force when the work is performed 152 If work performed under this Franchise makes it necessary to turn off or diminish water pressure to any fire hydrant the Franchisee shall notify the Citys Fire Department by telephone and by written notice that water pressure or fire flow conditions have been affected Except in the case of an emergency the notice shall be Exhibit D Resolution No 3644 Page 6 of 11 provided at least 48 hours prior to the water pressure being turned off or diminished If more than one fire hydrant will be affected the Franchisee shall provide a map of the affected area to the Fire Department Outofservicefire hydrants must be marked to indicate that it is not operational SECTION 16 RESTORATION OF CITY RIGHTSOFWAY After performing work on under or adjacent to City road rightsofway the Franchisee is responsible for and shall leave all City road rightsofway in a condition reasonably comparable to the condition of the City roads rightsofway existing immediately prior to such disturbance If the Franchisee its contractors or third parties working under permit should fail to diligently restore City road rightsofway to the satisfaction of the City the City may make such repairs or restorations as are necessary to return the City road rightsofway to a condition reasonably comparable to the condition of the City roads rightsofway existing immediately prior to such disturbance Upon presentation of an itemized bill for repairs or restorations including all applicable costs both direct and indirect to include but not be limited to the cost of labor tools materials and equipment the Franchisee shall pay the bill within sixtyfive 65 days SECTION 17 GUARANTEE The Franchisee shall guarantee work and materials furnished and completed by the Franchisee under this Franchise for a period of two 2 years from the date the City approves the work andor restoration SECTION 18 INFORMATION ON LOCATION OF FACILITIES Prior to the effective date of this Agreement the Franchisee shall provide the City with all information requested by the City regarding the location of the Franchiseescurrent Facilities including but not limited to copies of all record drawings for such Facilities If the Franchisee performs any work to install repair reconstruct or replace Facilities in the Franchise Area after this Agreementseffective date the Franchisee shall provide the City with all information requested by the City regarding the location of those Facilities including but not limited to copies of record drawings SECTION 19 COORDINATION OF WORK IN FRANCHISE AREA To facilitate the coordination of work in City rightsofway if either the Franchisee or the City plans to make excavations in the Franchise Area the party planning such excavation shall provide written notice to the other of the planned excavation affording the other party the opportunity to share in the excavation provided that 1 such joint use shall not unreasonably delay the work of the party causing the excavation to be made 2 such joint use shall be arranged and accomplished on terms and conditions satisfactory to both parties and 3 either party may deny such request for safety reasons Exhibit D Resolution No 3644 Page 7 of 11 SECTION 20 REIMBURSEMENT OF COSTS The Franchisee shall reimburse and pay to the City the amount of actual administrative expenses incurred by the City which are directly or indirectly related to the receipt review and approval of this Franchise In the event of nonpayment thereafter the Franchisee shall pay the Citys reasonable attorneys fees and other costs incurred in collecting such amount Payment must be made within sixtyfive 65 days of the Franchisees receipt of the Citys billlinvoice If payment is not paid in full within the sixtyfive 65 days this Franchise shall become null and void SECTION 21 BLASTING REQUIREMENTS The Franchiseesright to construct install operate maintain and repair Facilities does not preclude the City its agents or contractors from blasting grading or doing other road work contiguous to the FranchiseesFacilities When practical the City shall give the Franchisee fortyeight 48 hours notice of blasting or excavating SECTION 22 SURVEY MARKERS AND MONUMENTS Before any work is performed under this Franchise the Franchisee shall establish two or more reference marks to all monuments and markers of every nature relating to subdivisions plats rightsofway and all other surveys The reference points shall be located so that they will not be disturbed during any of Franchiseesoperations under this Franchise The method of referencing monuments or other markers or points shall be approved by the City before placement The replacement of all markers or monuments disturbed during any construction of the Franchisee shall be made as promptly as conditions permit The cost of monuments or markers lost destroyed or disturbed and the expense or replacement with approved markers or monuments shall be borne by the Franchisee SECTION 23 RESERVATION OF RIGHTS The City reserves the right upon thirty 30 days written notice to the Franchisee to amend or modify the provisions or conditions of this Franchise to conform to any state county federal or city statute ordinance rule or regulation The City may terminate this Franchise upon thirty 30 days written notice to the Franchisee if the Franchisee fails or refuses to comply with such amendment or modification SECTION 24 ASSIGNMENT The Franchisee shall not have the right to assign this Franchise without the written consent of the City No assignment shall be effective unless an acceptance by the assignee of all rights conditions terms provisions and responsibilities contained within the Franchise as well as surety bonds which the City deems necessary to be posted are received The Citys approval of the assignment may be made subject to the assigneesacceptance of new or modified terms of the Franchise Exhibit D Resolution No 3644 Page 8 of 11 SECTION 25 PENALTV FOR VIOLATION OF CONDITIONS If the Franchisee fails to comply with any material term condition or responsibility under this Franchise the City may provide the Franchisee with written notice of the Citys intent to revoke the Franchise if the Franchisees failure is not cured within thirty 30 days of the date of the notice During the thirty 30 days following the date of the notice the Franchisee shall have the opportunity to remedy the failure to comply A public hearing shall be scheduled before the Pacific City Council at least thirty 30 days following the notification on the issue of the revocation If at the hearing the City Council finds that grounds exist to revoke the Franchise under this paragraph and that the revocation is in the public interest the City Council may by Agreement revoke the Franchise The revocation shall be effective ninety 90 days after the public hearing SECTION 26 EXPIRATION AND RENEWAL 261 If the Franchisee requests a renewal of this Franchise prior to its expiration date the City may at the Citys sole discretion extend the term of this Franchise for up to one year beyond the expiration date to allow for processing of the renewal If the City elects to extend the term of this Franchise written notice of the extension shall be provided to the Franchisee prior to the Franchise expiration date 262 If the Franchisee has not requested a renewal of this Franchise prior to its expiration date the City has the right upon thirty 30 days prior notice to the Franchisee to remove or relocate any of the FranchiseesFacilities as is reasonably necessary for the publicshealth welfare or safety or for the construction alteration or improvement of the Franchise Area or for the construction or installation of lines or facilities of other franchise holders The Franchisee shall be liable for costs incurred in any removal or relocation of the FranchiseesFacilities under this section 263 Upon the expiration of this Franchise the Franchisee shall continue to be responsible for the operation and maintenance of the Franchiseesexisting facilities in the Franchise Area but shall not have the right to provide additional services This Section and Sections 11 13 14 15 16 19 and 22 of this Franchise shall continue in force until such time as the FranchiseesFacilities are removed from the Franchise Area or abandoned in place with approval of the City SECTION 27 COMPLIANCE WITH LAWS The Franchisee shall conform to all applicable federal state and local laws and regulations including but not limited to the State Environmental Policy Act and the Citys Environmental Standards and Ordinances SECTION 28 NONDISCRIMINATIONCLAUSES In all hiring or employment made possible or resulting from this Franchise there shall be no discrimination against any employee or applicant for employment because of sex sexual orientation age race color national origin marital status or the presence of any Exhibit D Resolution No 3644 Page 9 of 11 sensory mental or physical handicap unless based upon a bona fide occupation qualification No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this agreement on the grounds of sex sexual orientation race color national origin age except minimum age and retirement provisions marital status or the presence of any sensory mental or physical handicap SECTION 29 NOTICES Any notice or information required or permitted under this Franchise may be sent to the following addresses unless otherwise specified City of Pacific City Community Development Director 100 3rd Avenue SE Pacific Washington 98047 2539291110 City of Auburn City Engineer 25 West Main Street Auburn WA 980014998 2539313010 SECTION 30 ATTORNEYS FEES If either party commences litigation against the other party relating to the performance or alleged breach of this Franchise the prevailing party shall be entitled to all costs including reasonable attorneys fees incurred relating to such litigation including those incurred in any appeal SECTION 31 SEVERANCE If any term provision condition or portion of this Franchise is held to be invalid such invalidity shall not affect the validity of the remaining portions of this Franchise which shall continue in full force and effect unless the dominant purpose of the Franchise would be prevented or the public interest would no longer be served as determined by the City SECTION 32 EFFECTIVE DATE This Agreement having been introduced at least five days prior to its date of passage and submitted to the city attorney and being approved by at least a majority of the entire city council at a regular city council meeting shall take effect and be in force five days after its passage approval and publication as required by law SECTION 33 EXISTING UTILITIES This Franchise shall govern Franchisees new and existing Facilities within the City of Pacific Exhibit D Resolution No 3644 Page 10 of 11 IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date last written below CITY OF AUBURN King Cou shington CITY OF PACIFIC King County Washington tvJjjœ771HOWARDERICKSONMAYOR1DateCIiJj PETER B LEWIS MAYOR —CT J —2003Date ATTESTjATTEST Danielle E Daskam CMC City Clerk Exhibit D Resolution No 3644 Page 11 of 11 ATTACHMENT 1 ANNEXATION LEGAL DESCRIPTION AREA IN VICINITY OF A STREET SOUTHEAST EAST VALLEY HIGHWAY AND LAKELAND HILLS WAY SOUTHEAST THAT PORTION OF GOVERNMENT LOTS 3 AND 4 IN THE SOUTHWEST QUARTER OF SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST W M AND THE EAST HALF OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 3 IN SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM SAID CORNER ALSO BEING AN ANGLE POINT IN THE WEST BOUNDARY OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE NORTHWEST CORNER OF THE LANDS DESCRIBED IN CITY OF PACIFIC ANNEXATION ORDINANCE NUMBER 319 THENCE EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 3 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 A DISTANCE OF 1280 FEET MORE OR LESS TO THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 3 THENCE SOUTH ALONG THE EAST LINE OF SAID GOVERNMENT LOTS 3 AND 4 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 TO THE SOUTHEAST CORNER OF SAID CITY OF PACIFIC ORDINANCE 319 AND TO A LINE PARALLEL WITH AND 825 FEET NORTHERLY OF THE SOUTH LINE OF SAID GOVERNMENT LOT 4 THENCE WEST ALONG THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 AND ALONG SAID PARALLEL LINE A DISTANCE OF 1300 FEET MORE OR LESS TO THE WEST LINE OF SAID SECTION 31 THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 31 AND THE BOUNDARY COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 TO THE SOUTHWEST CORNER OF SAID SECTION 31 THENCE WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST AND ALONG THE SOUTH LINE OF THE LANDS ANNEXED TO THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 A DISTANCE OF 70 FEET MORE OR LESS TO THE EAST LINE OF THE BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY100 FEET IN WIDTH THENCE NORTH ALONG SAID EAST LINE OF THE BNSF RAILROAD RIGHTOFWAYTO A LINE PARALLEL WITH AND 100 FEET NORTHERLY OF SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36 THENCE WEST ALONG LAST SAID PARALLEL LINE 100 FEET TO THE WEST LINE OF SAID BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY THENCE NORTH ALONG SAID WEST LINE OF THE BNSF RAILROAD RIGHTOFWAYA DISTANCE OF 3280 FEET MORE OR LESS TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF SAID RAILROAD RIGHTOFWAY FROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE EASTERLY ALONG LAST SAID PARALLEL LINE A DISTANCE OF 175 FEET MORE OR LESS TO THE EAST RIGHTOFWAY LINE OF EAST VALLEY HIGHWAY A STREET SE THENCE SOUTHERLY ALONG SAID EAST RIGHTOFWAYLINE A DISTANCE OF 150 FEET MORE OR LESS TO THE NORTH BANK OF THE WHITE RIVER STUCK RIVER Exhibit D Attachment 1 Resolution No 3644 1 of 2 THENCE NORTHEASTERLY ALONG SAID NORTH BANK OF THE WHITE RIVER A DISTANCE OF 200 FEET MORE OR LESS TO THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM THENCE SOUTH ALONG SAID LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 A DISTANCE OF 700 FEET MORE OR LESS TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Exhibit D Attachment 1 Resolution No 3644 2of2 ATTACHMENT 2 PORTION OF A STREET SOUTHEAST WITHIN THE CITY OF PACIFIC IN THE NE QUARTER OF SECTION 36 TWP 21 N R 4E WM THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 1171 SAID CORNER BEING ON THE EAST MARGINAL LINE OF THE EAST VALLEY HIGHWAY ALSO KNOWN AS STATE HIGHWAY NO5AND AS A STREET SOUTHEAST THENCE SOUTHWESTERLY 600 FEET MORE OR LESS ALONG SAID EAST MARGINAL LINE TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF THE BURLINGTON NORTHERN SANTA FE RAILROAD RIGHTOFWAYFROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE WESTERLY ALONG SAID PARALLEL LINE TO THE WESTERLY RIGHTOFWAY LINE OF SAID EAST VALLEY HIGHWAY A STREET SE THENCE NORTHERLY ALONG SAID WESTERLY RIGHTOFWAYLINE A DISTANCE OF 600 FEET MORE OR LESS TO THE SOUTH LINE OF SAID LANDS ANNEXED UNDER CITY OF AUBURN ORDINANCE NUMBER 1171 THENCE EASTERLY ALONG SAID SOUTH LINE TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Exhibit D Attachment 2 Resolution No 3644 Page 1 of 1 Exhibit E INTERLOCAL AGREEMENT regarding the PROPOSED VISTA HEIGHTS DEVELOPMENT AT LAKELAND City of Pacific and City of Auburn This Agreement is entered into between the City of Pacific a municipal corporation under the laws of Washington State hereinafter referred to as Pacific and the City of Auburn a municipal corporation formed under the laws of Washington State hereinafter referred to as Auburn WHEREAS Pacific and Auburn have agreed that Auburn will assume SEPA lead agency responsibilities for a proposed residential development known as Vista Heights at Lakeland hereinafter referred to as the Development that is situated on adjoining parcels one with tax identification number 3121059008 hereinafter referred to as Site 7 in Pacific and one with tax identification number 3121059006 hereinafter referred to as Site 8 in Auburn and WHEREAS Pacific and Auburn have agreed that Site 7 will be annexed into Auburn and WHEREAS Pacific and Auburn previously executed an Interlocal Agreement dated July 24 2000 regarding Emergency Fire Flow Protection for Site 7 from Auburn and domestic water service for Site 7 from Pacific and WHEREAS upon completion of the Annexation Site 7 will be served with water for domestic use and emergency fire flow protection by Auburn NOW THEREFORE IT IS MUTUALLY AGREED as follows 1 The Interlocal Agreement regarding Emergency Fire Flow Protection for the Proposed Vista Heights Development At Lakeland City of Pacific and City ofAuburn is superceded by this agreement 2 Pacific shall be responsible for collecting Auburnstraffic mitigation fee of 67771 per single family residential lot if building permits are issued by Pacific prior to the completion of the annexation and the funds will be transmitted to Auburn 3 Auburn shall be responsible for collecting Pacificsparks mitigation fee of 60000 per singlefamily residential lot as authorized by applicable Pacific SEPA finding Ordinance or Resolution if building permits are issued by Auburn subsequent to the completion of the annexation and the funds will be transmitted to Pacific Exhibit E Resolution No 3644 Page 1 of 2 4 Pacific shall be responsible for assisting Auburn in obtaining clear title to the storm water facilities and the underlying property that store and treat public storm water 5 Each participant to this Agreement shall indemnify and hold the other harmless from and against any liability loss cost damage or expense of any kind and nature arising out of injury to person or damage to property in any manner caused by the negligent act or omission of the indemnifying individual participant to this Agreement in the performance of its work or execution of its obligations under the terms of this Agreement Each participant to this Agreement shall indemnify and hold the other harmless from all damages which may occur as a result of any failure to comply with the provisions of Chapter 8202 RCW or other applicable law 6 Should a dispute arise between the parties that cannot be resolved satisfactorily a mediator mutually acceptable to the parties shall resolve the dispute through the use of mediation at equal cost to each party Should the Parties not be able to satisfactorily resolve the dispute through mediation the forum for resolution shall be the King County Superior Court The prevailing party shall be entitled to attorney fees and costs IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date last written below CITY OF PACIFIC King County Washington l PETER B LEWIS MAYOR tl d H WARDRICKSON MAYOR i J Date C iJ tYI i ß3DateOCT2—2003 Jlruf Danielle E Daskam CMC City Clerk ATTESTATTEST APP ED AS TPIt Albert A Abuan City Attorney Exhibit E Resolution No 3644 Page 2 of 2 Return Address City of Auburn City Clerk 25 West Main Auburn WA 98001 Exhibit F Above this line reserved for recording information BILL OF SALE Reference if applicable GrantorBorrower GranteeAssigneeBeneficiary Legal DescriptionlSTR AssessorsTax Parcel ID NA City of Pacific City of Anburn SW Y 312105E E 1 362104E 312105900790089016902590269027903690419044 9064906590669068 362104901890209044904590579059 9068 3621049018 9045 3354400680 to 21 rtvWT WllosYI2 KNOW ALL MEN BY THESE PRESENTS that for and in consideration of the relocation of the water system Emergency Intertie Facility and for the consideration of incorporating the facility into the City system and other good and sufficient considerationreceiptwhereofisherebyacknowledgedtheundersignedGrantorCityofPacifica Municipal Corporation in King County Washington does by these presents hereby conveysetoverassigntransferandwarranttotheCityofAuburnaMunicipalCorporationin King County Washington STREETS Lakeland Hills Way Lakeland Hills Way East Valley HighwayOravetzRd Oravetz Place SE S 376th ST 775 LF of 72 foot wide ROW725LFof60footwideROW 2650 LF of 70 foot wide ROW 744 LF of60foot wide ROW 1030 LF of 10 wide ROW 120 LF of30 foot wide ROW Exhibit F Resolution No 3644 Page 1 of3 STREETLIGHTS Lakeland Hills Way East Valley HighwayOravetzRd WATER MAIN Lakeland Hills Way East Valley Highway Oravetz Rd Oravetz Place SE 7 each 400watt luminaire 4 each 250wattluminaire 6 each 400wattluminaire 4 each 250wattluminaire I each ISOwatt luminaire 1650 LF of 12inchpipe 2000 LF of 12inchpipe900LFof12inchpipe 1250 LF of 12inchpipe PRESSURE REDUCING STATION Lakeland Hills Way One Water Pressure Reducing Station STORM SEWER Lakeland Hills Way East Valley Highway Oravetz Rd 920 LF of 24inch 740 LF of 18inch 380 LF of 12inchstonn pipe 141 LF of 24inch 1405 LF of 12inch 37 LF of 8inchstonn pipe 900 LF of 24inch and 156 LF of 12inchstonn pipe STORM DETENTION PONDS Lakeland Hills Way Detention Pond 1 Detention Pond 2 and 130 LF of 24inchstonn pipe BRIDGE East Valley Highway White Stuck River Bridge and all appurtenances or any other associated public facility as shown on the public facility extension plans constructed by Public or Private entities associated with the Pacific Annexation Situated within the following described real property See ATTACHMENTS I and 2 ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF and the said Grantor hereby warrants that it is the sole owner of all the property above conveyed that it has full power to convey the same and that it will defend the title ofthe said Grantee against any and all persons lawfully making claim thereto and indemnify the City ofAuburn for any costs including Attorney fees in defending title Exhibit F Resolution No 3644 Page 2 of3 IN WITNESS WHEREOF the Grantor has executed these presents this 0 dayofctDft2003 bJMayor dkt I2X Date VALASTOFtj10J City Attorney STATE OF WASHINGTON ss County of King On this day of 0 tcD 2003 before me the undersigned a Notary Public in a or the State ofWashington personally appared fLoJtO S D and iliMj 1 b¯to me known to be the Mayor an City Clerk of the City of Pacific the municipal corporation of the State of Washington in the forgoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned and on oath stated that they are authorized to execute said instrument on behalf of said municipal corporation IN WITNESS WHEREOF I have hereto set my hand and affixed my official seal the date hereinabove set forth iM11AlA A6rion1If ExhibitF Resolution No 3644 Page 3 00 tŁNtI IoPpo Noary public anthe St of Washington resdmg at M My appointment expires 1 ATTACHMENT 1 PROPOSED ANNEXATION LEGAL DESCRIPTION AREA IN VICINITY OF A STREET SOUTHEAST EAST VALLEY ROAD AND LAKELAND HILLS WAY SOUTHEAST THAT PORTION OF GOVERNMENT LOTS 3 AND 4 IN THE SOUTHWEST QUARTER OF SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST W M AND THE EAST HALF OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM DESCRIBED AS FOLLOWS BEGINNING AT THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 3 IN SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM SAID CORNER ALSO BEING AN ANGLE POINT IN THE WEST BOUNDARY OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE NORTHWEST CORNER OF THE LANDS DESCRIBED IN CITY OF PACIFIC ANNEXATION ORDINANCE NUMBER 319 THENCE EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 3 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 A DISTANCE OF 1280 FEET MORE OR LESS TO THE NORTHEAST CORNER OF SAID GOVERNMENT LOT 3 THENCE SOUTH ALONG THE EAST liNE OF SAID GOVERNMENT LOTS 3 AND 4 AND THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 TO THE SOUTHEAST CORNER OF SAID CITY OF PACIFIC ORDINANCE 319 AND TO A LINE PARALLEL WITH AND 825 FEET NORTHERLY OF THE SOUTH LINE OF SAID GOVERNMENT LOT 4 THENCE WEST ALONG THE BOUNDARY COMMON TO SAID LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 319 AND ALONG SAID PARALLEL LINE A DISTANCE OF 1300 FEET MORE OR LESS TO THE WEST LINE OF SAID SECTION 31 THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 31 AND THE BOUNDARY COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 TO THE SOUTHWEST CORNER OF SAID SECTION 31 THENCE WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 36TOWNSHIP21NORTHRANGE4EASTANDALONGTHESOUTHLINEOFTHELANDS ANNEXED TO THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 A DISTANCE OF 70 FEET MORE OR LESS TO THE EAST LINE OF THE BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY100 FEET IN WIDTH THENCE NORTH ALONG SAID EAST LINE OF THE BNSF RAILROAD RIGHTOFWAYTO A LINE PARALLEL WITH AND 100 FEET NORTHERLY OF SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36 Exhibit F Attachment I Resolution No 3644 Page of2 THENCE WEST ALONG LAST SAID PARALLEL LINE 100 FEET TO THE WEST LINE OF SAID BURLINGTON NORTHERN SANTA FE BNSF RAILROAD RIGHTOFWAY THENCE NORTH ALONG SAID WEST LINE OF THE BNSF RAILROAD RIGHTOFWAYA DISTANCE OF 3280 FEET MORE OR LESS TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF SAID RAILROAD RIGHTOF WAY FROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE EASTERLY ALONG LAST SAID PARALLEL LINE A DISTANCE OF 175 FEET MORE OR LESS TO THE EAST RIGHTOFWAY LINE OF EAST VALLEY HIGHWAY N STREET SE THENCE SOUTHERLY ALONG SAID EAST RIGHTOFWAY LINE A DISTANCE OF 150 FEET MORE OR LESS TO THE NORTH BANK OF THE WHITE RIVER STUCK RIVER THENCE NORTHEASTERLY ALONG SAID NORTH BANK OF THE WHITE RIVER A DISTANCE OF 200 FEET MORE OR LESS TO THE LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM THENCE SOUTH ALONG SAID LINE COMMON TO THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 2271 AND THE CITY OF PACIFIC BY CITY OF PACIFIC ORDINANCE NUMBER 226 AND THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 31 A DISTANCE OF 700 FEET MORE OR LESS TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Exhibit F Attachment 1 Resolution No 3644 Page 2 02 p I¨I˜F ATTACHMENT 2 d I f i y i f 1 OOJHTYPIOOJHTY SCALE I j 500 t Exhibit F Attachment 2 Resolution No 3644 Page 1 of 1 EXHIBIT G AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF PACIFIC FOR MAINTENANCE AND OPERATION SERVICES ON A STREET SE Pursuant to the Interlocal Cooperation Act codified as RCW 3934 this Agreement is made and entered into this day by and between the CITY OF AUBURN hereafter called AUBURN and the CITY OF PACIFIC hereafter called PACIFIC to provide Right of Way maintenance and operation services on A Street SE as legally described on Attachment 1 and shown on Attachment 2 WHEREAS PACIFIC will not have the organization and personnel to provide Right of Way maintenance and operation services at the stated location and WHEREAS PACIFIC desires to provide quality maintenance and operation activities for its Right of Way and WHEREAS AUBURN is able to provide such maintenance and operation services for PACIFIC and WHEREAS it is for the public benefit that AUBURN and PACIFIC cooperate to provide safe and effective maintenance and operation activities and NOW THEREFORE AUBURN and PACIFIC hereby agree Exhibit G Resolution NO3644 Page 1 of4 1 BASIC SERVICES AUBURN will provide maintenance and operation activities at the area legal activities described in Attachment 1 and shown on Attachment 2 A Locate underground facilities for utilities or other digging operations except the Pacific waterlines B Maintain public storm drainage facilities C Maintain the existing street light system D Maintain subgrade pavement and pavement markings E Maintain signing per the Manual of Uniform Traffic Control Devices 2 AUBURN AND PACIFIC COORDINATION AUBURN will identify a contact person to handle daytoday operational problems related to the Basic Services PACIFIC will identify a contact person for the same purposes Emergency work to protect the public safety will be handled as the AUBURN contact person deems necessary 3 PERSONNEL AND EQUIPMENT A AUBURN is acting herein as an independent contractor so that 1 Control of personnel standards of performance discipline and all other aspects of performance shall be governed entirely by AUBURN 2 Except as described in Sections 3C below all persons rendering services hereunder shall be for all purposes employees of AUBURN B AUBURN shall furnish all personnel resources and materials deemed by AUBURN as necessary to provide maintenance services as outlined in Section 1 above C In the event AUBURN uses contract services to perform one or more of the Basic Services for PACIFIC the appropriate supervision and inspection of the contractorswork will be performed by AUBURN Exhibit G Resolution No3644 Page 2 of 4 4 PACIFICS RESPONSIBLlTIES In support of AUBURN providing services for PACIFIC in Sections 1 and 2 PACIFIC shall A Authorize AUBURN to perform maintenance services outlined in Section 1 within the City Limits of PACIFIC for the purposes of carrying out this Agreement B PACIFIC will adopt by reference all AUBURN codes necessary to provide authority for AUBURN to perform service of this Agreement 5 INDEMNIFICATION A In executing this Agreement AUBURN does not assume liability or responsibility for or in any way release PACIFICsresponsibility or liability which arises in part from the existence validity or effect of PACIFICsordinances rule or regulations In any such cause claim suit action and administration proceeding commences PACIFIC shall defend the same at its sole expense and if judgment is entered or damages are awarded against PACIFIC AUBURN or both PACIFIC shall satisfy the sam3e including chargeable costs and attorneysfees B PACIFIC shall indemnify and hold harmless AUBURN and its officers agents and employees from and against any and all claims actions suits liability loss costs and expense and damages of any nature whatsoever which are caused by or result from a negligent act or omission of AUBURN its officers agents and employees in performing services pursuant to this Agreement 6 NONDISCRIMINATION AUBURN and PACIFIC certify that both agencies are equal opportunity employers 7 AUDITS AND INSPECTIONS All records and documents with respect to this Agreement shall be subjected to inspection review or audit by AUBURN or PACIFIC for the duration of this Agreement 8 AMENDMENTS The Agreement may be amended in writing at any time by mutual agreement of both parties Exhibit G Resolution NO3644 Page 3 of 4 9 ENTIRE AGREEMENT The two parties agree that this Agreement is a complete expression of the terms hereto and any oral representations or understandings are not incorporated herein 10 AGREEMENT ADMINISTRATION The parties shall appoint representatives to review Agreement performances and resolve problems which cannot be dealt with by PACIFIC and AUBURNscontact persons 11 INVALID PROVISIONS If any provision of this Agreement is held invalid the remainder of the Agreement shall not be affected thereby if such remainder would then continue to serve the purpose and objective of the parties IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date last written below CITY OF AUBURN Ki unty ton CITY OF PACIFIC King County Washington Date —CTJ 0 1Y12lezIC71 HOWARD ERICKSON MAYOR I c Date CD el ATTEST ØJ1d Danielle E Daskam CMC City Clerk AP Daniel B Heid City Attorney AEDAS 950 4 IIl0vLtic Albert A Abuan City Attorney Exhibit G Resolution NO3644 Page 4 of 4 ATTACHMENT 1 PORTION OF A STREET SOUTHEAST WITHIN THE CITY OF PACIFIC IN THE NE QUARTER OF SECTION 36 TWP 21 N R 4E WM THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 36 TOWNSHIP 21 NORTH RANGE 4 EAST WM DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF THE LANDS ANNEXED TO THE CITY OF AUBURN BY CITY OF AUBURN ORDINANCE NUMBER 1171 SAID CORNER BEING ON THE EAST MARGINAL LINE OF THE EAST VALLEY HIGHWAY ALSO KNOWN AS STATE HIGHWAY NO5AND AS A STREET SOUTHEAST THENCE SOUTHWESTERLY 600 FEET MORE OR LESS ALONG SAID EAST MARGINAL LINE TO A LINE PARALLEL WITH AND 1884 FEET SOUTHERLY WHEN MEASURED ALONG THE WEST LINE OF THE BURLINGTON NORTHERN SANTA FE RAILROAD RIGHTOFWAYFROM THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 36 THENCE WESTERLY ALONG SAID PARALLEL LINE TO THE WESTERLY RIGHTOFWAY LINE OF SAID EAST VALLEY HIGHWAY fSTREET SE THENCE NORTHERLY ALONG SAID WESTERLY RIGHTOFWAYLINE A DISTANCE OF 600 FEET MORE OR LESS TO THE SOUTH LINE OF SAID LANDS ANNEXED UNDER CITY OF AUBURN ORDINANCE NUMBER 1171 THENCE EASTERLY ALONG SAID SOUTH LINE TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Exhibit G Attachment 1 Resolution No 3644 Page 1 of 1 JIO0470 IIOIUOG4 IO—4JD RIGHT F WAY TO BE A NTAINE BY AUB R PACIFIC 3iIi z AUBURNvSyV 100 200 ATTACHMENT 2 RIGHT OF WAY IN PACIFIC TO BE MAINTAINED BY AUBURN Exhibit G Attachment2 Resolution3644 Page 1 of 1 SCALE 1 200 Plotted MAY 2003 RESOLUTION NO 3 6 3 7 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON SUPERCEDING RESOLUTION NO 3543 AND AUTHORIZING THE MAYOR TO EXECUTE A TURNOUT CONSTRUCTION AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF TACOMA WATER DIVISION WHEREAS Auburn and Tacoma are responsible for operating and maintaining public water systems in accordance with federal state and local laws and regulations and WHEREAS the parties recognize that water resources are finite and vulnerable and the prudent use and management of these resources requires cooperation among water utilities and WHEREAS Auburn and Tacoma entered into a Turnout Construction Agreement authorized by City of Auburn Resolution No 3543 dated November 18 2002 for the construction of one turnout and WHEREAS Auburn and Tacoma have determined that it would be beneficial to construct two additional turnouts and WHEREAS Auburn has water facilities in the vicinity of the Tacoma Second Supply Project pipeline and Auburn will have an agreement with one or more SSP Partner to purchase water that will be delivered via the SSP and Resolution No 3637 August 28 2003 Page 1 pursuant to this agreement construction of the turnout to the SSP is set forth which turnout will be used for delivering and metering the purchased water and WHEREAS this agreement will supercede the Turnout Construction Agreement authorized by City of Auburn Resolution No 3543 dated November 18 2002 NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 This resolution shall supercede Resolution No 3543 and authorizes the Mayor to execute the Turnout Construction Agreement between the City and the City of Tacoma Water Division in substantial conformity with the agreement attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon Resolution No 3637 August 28 2003 Page 2 Dated and Signed this ATTEST day offS003 CITY OF AUBURN PETER B LEWIS MAYOR Daielle E Daskam City Clerk APPROVED AS TO FORM City Attorney Resolution No 3637 August 28 2003 Page 3 TURNOUT CONSTRUCTIONAGREEMENT BETWEEN TACOMA WATER AND CITY OF AUBURN This agreement made and entered into this q day of c 2003 by and between the City ofAuburn hereinafter referred to as Auburn and City ofTacoma Water Division dba Tacoma Water and hereinafter referred to as Tacoma WITNESSETH THAT A RECITALS WHEREAS Auburn and Tacoma are responsible for operating and maintaining public water systems in accordance with federal state and local laws and regulations and WHEREAS the parties recognize that water resources are finite and vulnerable and the prudent use and management ofthese resources requires cooperation among water utilities and WHEREAS Auburn and Tacoma have previously entered into a Turnout Construction Agreement authorized by City ofAuburn Resolution No 3543 dated November 18 2002 for the construction ofone turnout and WHEREAS Auburn and Tacoma have determined that it would be beneficial to construct two additional turnouts and WHEREAS Auburn has water facilities in the vicinity ofthe Tacoma Second Supply Project SSP pipeline and Auburn will have an agreement with one or more SSP Partner to purchase water that will be delivered via the SSP and pursuant to this agreement construction ofthe turnout to the SSP is set forth which turnout will be used for delivering and metering the purchased water NOW THEREFORE IT IS MUTUALLY AGREED as follows Bo The Turnout Construction Agreement between Tacoma Water and City ofAuburn dated November 8 2002 and adopted by City ofAuburn Resolution 3543 dated November 18 2002 is hereby superceded by this Agreement C DEFINITIONS The definition ofcertain terms when used in this agreement are as follows TURNOUT means a physical connection between water mains ofthe two parties to this agreement at specifically identified points where water may be transferred Exhibit 1 Auburn Resolution No 7 1 from the supplies ofone system to the transmission or distribution facilities ofthe other ISOLATION VALVE means a positive shutoffvalve that shall be installed immediately downstream ofthe water meter vault at the point in each water system that is used to accept or deliver water through the turnout The isolation valve is defined as part ofthe system connected to the turnout and not part ofthe turnout Each connected system has sole responsibility for providing and operating their isolation valve TURNOUT CAPACITY means the maximum flow capacity for water to be delivered through a turnout as agreed upon by the parties to this agreement Turnout facilities shall be designed so as to be capable ofconveying no less than the maximum agreed upon flow SSP means the Second Supply Project to bring water to the SSP Partners SSP ISOLATION VALVE means a positive shutoffvalve that shall be installed at the point in each water system that is used to accept or deliver water through the turnout The SSP isolation valve is defined as part ofthe system connected to the turnout upstream ofthe meter vault Each connected system has sole responsibility for providing the SSP isolation valve Tacoma will be responsible for operating the SSP isolation valve SSP PARTNERS refers to the City ofKent Tacoma Water Covington Water District and Lakehaven Utility District PURCHASE OF WATER FOR THIS TURNOUT The purchase ofwater to be delivered via this subject turnout shall be by a separate agreement with one or more ofthe SSP Partners and Auburn This Turnout Construction Agreement does not guarantee any rights to use or purchase water from any ofthe SSP Partners Tacoma will only allow Auburn its successors and assigns to obtain water via the subject turnout after the applicable SSP partner has advised Tacoma in writing that an acceptable agreement for water purchase has been executed In delivering water via the subject tumouts Tacoma will be relying on directions andor confirmation from the SSP partner as to the timing and quantities ofwater deliveries and all other aspects ofproviding water via the subject turnouts In the event ofa disagreement between Auburn and the applicable SSP Partner pertaining to entitlement to continued water delivery via the subject turnouts Tacoma is entitled to rely on the written directions or instructions ofthe SSP partner Therefore Auburn agrees that it shall not file any claim or legal action against Tacoma when Tacomas actions are consistent with the written directions or instructions from the applicable SSP partner from which Auburn has contractual arrangements to purchase water Exhibit 1 2 Auburn Resolution No E CONDITIONS The TURNOUTS described in Exhibits A Bl B2 and B3 attached to this agreement shall be governed by the terms of this agreement No future TURNOUTS shall be permissible without a subsequent and separate written agreement between the parties The cost ofdesign and construction ofthe TURNOUTS and installation of the meters shall be the responsibility ofAuburn and the design and construction shall be subject to Tacomas review inspection and approval o By this agreement Auburn agrees that the ownership ofthe SSP ISOLATION VALVES directly off ofthe SSP Project piping from the SSP ISOLATION VALVES to the meters or spools the meters or spools meter vaults pipe stubs out from the vaults and telemetry shall be with Tacoma see Exhibit A for more information with all capital costs to be paid by Auburn Maintenance and operation ofthe SSP ISOLATION VALVES piping and meters will be performed solely by Tacoma and Aubum will be invoiced for such costs and shall reimburse Tacoma Meter vault maintenance costs and any cost for maintaining any equipment such as pumps buildings and other appurtenances downstream ofthe meter shall also be the responsibility ofAuburn In addition in the event any ofthe facilities require replacement or upgrading this cost is Auburns responsibility In the event that access or other permits are necessary for Tacoma to operate and maintain the subject facilities Auburn shall provide the necessary permits which shall also become an exhibit to this agreement See Exhibit A for a plan showing the facilities and the responsibility of the parties Upon completion ofthe construction ofthe Tumouts Tacoma will own the meters and associated appurtenances necessary to monitor use ofthe turnouts Se Auburn shall comply with all applicable laws and requirements including City ofTacoma ordinancesresolutions and Customer Service Policies andor other rules applicable to aconnection to Tacomas water system including but not limited to the requirements that Tacoma provide written approval ofplans and specifications for the connection ofturnout facilities prior to construction o Auburn agrees that it shall make payment ofall invoices for services and charges from Tacoma within 45 days ofthe invoice date Late payment shall result in a late payment charge of 1 on the unpaid balance and failure to pay any invoice or bill related to this agreement within 60 days ofmailing may result in Tacomas termination ofwater service at the turnout Exhibit 1 Auburn Resolution No 3 Notices should be sent to Auburn and to Tacoma at the following addresses Water Superintendent Tacoma Water P O Box 11007 Tacoma WA 98411 o 10 11 Public Works Director City ofAuburn 25 West Main Auburn WA 980014998 Neither this Agreement nor any right or privilege herein shall be assigned by any party without the written consent ofthe other parties Uncontrollable forces or state or federal law changes may occur during the time this Agreement is in place Neither ofthe parties hereto shall be considered to be in default in respect to any obligations hereunder if prevented from fulfilling such obligations by reason or uncontrollable forces or material changes in state or federal law or enforcement thereof Parties rendered unable to fulfill any obligation hereunder by reason ofan uncontrollable force ormaterial change in state or federal law shall exercise due diligence to deal with such uncontrollable force with all reasonable dispatch and to take actions consistent with the purpose ofthis agreement This Agreement describes the entire relationship ofthe parties with regard to the subject matter herein concerned Except as maybe explicitly provided otherwise herein the parties are independent agencies and shall not be deemed to be partners joint ventures principals or agents or each other for any purpose whatsoever Each party shall have and maintain sole and complete control over all ofits employees agents and operations Except as may otherwise be explicitly provided herein or in separate agreement each and all ofthe obligations responsibilities and liabilities ofthe parties under and in connection with this Agreement are several and not joint and no separate legal or administrative entity will be created to fulfill the purposes ofthis Agreement Except as expressly set forth in this Agreement none ofthe provisions of this Agreement shall inure to the benefit or be enforceable by any third party Exhibit 1 Auburn Resolution No 4 12 The invalidity or unenforceability of any provision ofthis Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted 13 No change amendment or modification or any provision ofthis Agreement shall be valid unless set forth in a written amendment to this Agreement signed by all parties 14 The SSP Partners must approve this Agreement IN WITNESS WHEREOF the following parties have duly executed this agreement on the date written above City of Tacoma Department of Public Utilities Water Division legality City ofAuburn Title fi Approved by the SSP Project Partners at their Project Committee meeting held on September 12 2003 Exhibit 1 5 Auburn Resolution No EXItIBIT A TURNOUT DESCRIPTION Co TURNOUT 1 A tumout between a 60 diameter water line owned by Tacoma and a 16 diameter water line containing Auburn water The turnout is located at the intersection of 132nd Avenue SE and SE 296th Street extended The turnout consists of 12 diameter piping with 12 diameter valves to control flow A 6 inch diameter water meter will be used to measure the volume ofwater transferred between the two systems The meter will be contained in a concrete vault buffed in the Second Supply Pipeline rightofway Second Supply Pipeline construction drawings 151962and 151969are attached and show the detail for the turnout vault construction The turnout is designed to be capable ofconveying at least 3000 gallons per minute from Tacoma owned facilities to Auburn with approximately 125foot differential in hydrostatic pressure under normal operating conditions TURNOUT 2 A 12inchturnout connection located on the east side ofB Street NW and approximately 32nd Street NW between Tacomas 60diameter Second Supply Pipeline and Auburns 16 diameter water line in B Street An 8inch diameter water meter will be used to measure the volume ofwater transferred between the two systems Second Supply Pipeline construction drawings 1525 29 and 152162are attached and show the details for the turnout vault construction The turnout is designed to be capable of conveying at least 8300 gallons per minute from Tacoma owned facilities to Auburn with approximately 405foot differential in hydrostatic pressure under normal operating conditions TURNOUT 3 A 12inchturnout connection located at approximately K Street NE and approximately 32na Street NE between Tacomas 60 diameter Second Supply Pipeline and Auburns adjacent water line An 8inchdiameter water meter will be used to measure the volume ofwater transferred between the two systems Second Supply Pipeline construction drawings 152529and 152166 are attached and show the details for the turnout vault construction The turnout is designed to be capable ofconveying at least 8300 gallons per minute from Tacoma owned facilities to Auburn with approximately 405foot differential in hydrostatic pressure under normal operating conditions Exhibit 1 6 Auburn Resolution No 3AV pu l I I m m m lm mm m m m m mm m m m I I i m m m m m OOT Exhibit B1 General Vicinity Map ofTumout 1 Facilities SSP construction drawing 151923 Exhibit 1 Auburn Resolution No 7 I II Exhibit B2 General Vicinity Map ofTurnout 2 Facilities SSP construction drawing 152162 Exhibit 1 Auburn Resolution No 8 o I I I I III I I I Exhibit B3 General Vicinity Map ofTurnout 3 Facilities SSP construction drawing 152166 Exhibit 1 Auburn Resolution No 9 o g g o RESOLUTION NO 3 6 1 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR TO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENT BETWEEN THE CITY OF AUBURN AND KING COUNTY WATER DISTRICT NO 111 WHEREAS Auburn and King County Water District No 111 have legal authority to exercise their powers and perform any of their functions as set forth in RCW 3934 the Interlocal Cooperation Act and WHEREAS pursuant to RCW 3934 Auburn and King County Water District No 111 have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services and WHEREAS the City of Auburn and King County Water District No 111 currently have water facilities in the vicinity and WHEREAS both agencies can increase fire protection and emergency water supply reliability for their customers and WHEREAS both agencies are willing to provide the necessary services to increase fire fighting and emergency supply reliability upon the terms and conditions set forth in the Emergency Water System Intertie Agreement NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Resolution No 3614 May142003 Page 1 Section 1 Pursuant to RCW 3934 the Interlocal Cooperation Act Auburn and King County Water District No 111 have legal authority to cooperate with other localities on the basis of mutual advantage and provision of services Section 2 The Mayor is hereby authorized to execute an Emergency Water System Intertie Agreement between the City and King County Water District No 111 in the form substantially as the agreement attached hereto marked as Exhibit A and incorporated herein by this reference Section 3 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 4 That this Resolution shall take effect and be in full force upon passage and signatures hereon Resolution No 3614 May 14 2003 Page 2 DATED this day of ctcrc 2003 CITY OF AUBURN ATTEST ldETIEI B LEWI MAYOR Dahielle E Daskam City Clerk APPROVED AS TO FORM 1 Heid City Attorney Resolution No 3614 May 14 2003 Page 3 EXHIBIT A EMERGENCY WATER SYSTEM INTERTIE AGREEMENT Water District No 111Auburn Intertie Agreement No 1 THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as Auburn and the Water District No 111 hereinafter referred to as the District for the purposes of maintaining and operating emergency system interties between the respective parties WlTNESSETH WHEREAS Auburn and the District executed an interlocal agreement regarding the Duberry Hill Development Project on July 17 2000 and WHEREAS Section Ib of that agreement states that a new interlocal agreement shall be adopted for the operation of the emergency interties established under that agreement and WHEREAS both Auburn and the District have water facilities in the vicinity and WHEREAS the District can increase fire protection and emergency water supply reliability for their customers in the Duberry Hill development and WHEREAS Auburn can increase fire protection and emergency water supply reliability for their customers in the vicinity of the Duberry Hill development when the District connects the development to the District water system and WHEREAS Auburn and the District are willing to provide the necessary services to increase fire fighting and emergency supply reliability upon the terms and conditions set forth herein NOW THEREFORE IT IS MUTUALLY AGREED as follows Interlocal Agreement regarding the Duberry Hill Development Project between the City of Auburn and Water District No 111 dated July 17 2000 and adopted by City of Auburn Resolution No 3237 is hereby superceded by this Agreement The emergency water system interties are to be operated manually as a emergency supply whereby Auburn can supply water to the Duberry Hill development for the District and the District can provide water to the Aubum system once the District connects its system to the Duberry Hill development There are two intertie facilities which are located near the intersection of 124th Avenue SE and SE 300th and the intersection of 127th Place SE and SE 300th at the Water Service Area Boundary between Auburn and the District Page 1 of 4 Exhibit A Resolution No 3614 The emergency water system interties shall be closed during nOrmal operating conditions and will be opened only with prior authorization by Aubum or the District in the event of an emergency For purposes of this agreement an emergency shall be defined as resultingfrom aWater shortage not to exceed seven 7 calendar days a major water line break fire demand contamination to the water supply system mechanical equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other agreed upon emergency within the water supply system The two valves that constitute the emergency water system interties and all piping leading up to the valves from the Auburn distribution system shall be owned and maintained by Auburn All piping leading up to the valves from the District distribution system shall be owned and operated by the District The procedure for operating the intertie in the event of such emergency shall be as follows Auburn or the District shall determine that an emergency of sufficient magnitude has occurred which warrants the need to request that the intertie be activated B Authorized personnel shall provide a verbal request to the system that will be supplying the water Upon agreement that an emergency exists which shall allow for the intertie to be opened the intertie will be activated as soon as reasonably possible Personnel from Auburn and the District shall be present to activate the valves The party requesting emergency water shall provide a written confirmation of the request not less than 24 hours after the verbal requestoron the first day of normal business after the verbal request The intertie shall remain activated until the party requesting emergency water determines that the need for activation of the emergency intertie has ceased and shall request in writing that the intertie be closed In case of emergency or whenever the public health safety or the equitable distribution of water so demands either party may change reduce or limit the time for or temporarily discontinue the supply of water without notice water service may be temporarily Page 2 of 4 interrupted limited for purposes of making repairs extensions or doing other necessary work and shall not be responsible for any damage resulting from interruption change or failure of the water supply and the receiving party shall save and hold harmless the providing party from any loss damages or suits to or by customers of the receiving party resulting from interruption change or failure of water supply provided by this Agreement except damages arising out of the providing partys negligence Prior to a planned interruption or limiting of service the providing party will notify the receiving party of such not less than three days prior to the service disruption The providing party agrees to use best efforts and reasonable diligence to notify the receiving party as soon after it becomes aware of the need for service disruption and further will to the extent practical limit the service disruption to daylight hours To the extent allowed by law the District shall defend indemnify and hold harmless Auburn its elected officials employees and agents from and against any and all suits claims actions losses costs expenses of litigation attorneys fees penalties and damages of whatsoever kind or nature arising out of or in connection with or incident to an act or omission of the District its employees agents and contractors in the performance of the Districts obligations under this Agreement This indemnification provision shall include but is not limited to all claims against Auburn by an employee or former employee of the District or its contractors and as to such claims the District expressly waives all immunity and limitation of liability under Title 51 RCW To the extent allowed by law Auburn shall defend indemnify and hold harmless the District its elected officials employees and agents from and against any and all suits claims actions losses costs expenses of litigation attorneys fees penalties and damages or whatsoever kind or nature arising our of in connection with or incident to an act or omission of Auburn its employees agents and contractors in the performance of Aubums obligations under this Agreement This indemnification obligation shall include but is not limited to all claims against the District by an employee or former employee of Auburn or its contractors and as to such claims Auburn expressly waives all immunity and limitation of liability under Title 51 RCW This Agreement shall remain in force until terminated by either party hereto upon 60days written notice to the other party Page 3 of 4 IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN King County Washington Mayor Date WATER DISTRICT NO 111 King County Washington City AttOrney Da By Approved as to form General Counsel Date HWQWATERUTILITYINTERTIESWD111DUBERRYEIA 051403DOC Page 4 of 4 RESOLUTION NO 3 6 4 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY AND VOICESTREAM PCS III CORPORATION FOR THE PURPOSE OF LEASING SPACE ON THE LAKELAND HILLS WATER TOWER FOR COMMUNICATION EQUIPMENT WHEREAS the City of Auburn has facilities from which cellular and telecommunication equipment could be attached and WHEREAS Voicestream PCS III Corporation has sought use of such facilities and has negotiated an agreement for use thereof with terms acceptable to the City THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREBY RESOLVES as follows Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a Lease Agreement between the City and VoiceStream PCS III Corporation for the purpose of leasing space on the Lakeland Hills water tower for communication equipment in substantial conformity with the agreement attached hereto marked as Exhibit I and incorporated herein by this reference Resolution No 3649 November 7 2003 Page 1 Section 2 That the Mayor is authorized to implement such other administrative procedures as may be necessary to carry out the directives of this legislation SECTION 3 upon passage and signatures hereon Dated and Signed this z day That this Resolution shall take effect and be in full force 2003 ATTEST UBURN MAYOR Dahlelle E Daskam City Clerk Daniel B Heid City Attorney Resolution No 3649 November 7 2003 Page 2 Exhibit I SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENTLease is by and between City of Auburn Landlord and VoiceStream PCS III Corporation a Delaware corporation Tenant 1 Lease Aqreement t a Landlord hereby leases to Tenant a portion of the real property legally described as follows THE SOUTH 17500 FEET OF THE EAST 11000 FEET OF THE WEST 139300 FEET OF THE SOUTHEAST QUARTER OF SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST WM CITY OF AUBURN RECORDS OF KING COUNTY WASHINGTON collectively referred to hereinafter as the Property The lease includes the right to operate a personal communications service antenna installation on the Landlordswater reservoir on the terms and conditions set forth herein b The Tenant agrees to the lease subject to the following terms and conditions Landlord hereby leases to Tenant the use of that portion of the Property as generally described and depicted in the attached Exhibit A collectively referred to hereinafter as the Lease Area The Lease Area located at Lakeland Hills Water Reservoir facility Auburn Washington comprises approximately an area not to exceed 2740 square feet c The lease shall be nonexclusive and shall not preclude the Landlord from granting a similar lease right license franchise etc to other carriers or other persons for telecommunications or any other purpose 2 Term The initial term of this Lease shall be five 5 years commencing on the date of execution of the Agreement the Commencement Date and terminating at midnight on the last day of the initial term the Initial Term 3 Antenna Facilities Tenant may use the Lease Area for the transmission and reception of radio communication signals and for the construction installation operation maintenance repair removal or replacement of related facilities necessary for the operation of a telecommunications facility as well as for access and utilities Tenant may only place its ground based telecommunications equipment within the portion of the Lease Area identified as the Compound on Exhibit A Tenant may install and maintain landscape plantings within the Lease Area In addition to using the Lease Area Tenant may utilize the Property to install and use underground conduits that begin at the Lease Area cross the Property in a generally straight line to the base of the water reservoir Reservoir and then extend up the side of the Reservoir to antennas which Tenant will install on the railing of the Reservoir as shown in Exhibit A hereinafter referred to as Antenna Facilities 4 Rent Tenant shall pay Landlord as rent Twelve Thousand and no100dollars 1200000 per year Rent Rent shall be payable within twenty 20 days following the Commencement Date and thereafter the Rent will be payable yearly no later than the anniversary of the Commencement Date to City of Auburn Water Utility Fund Account Number 430369900 at Landlordsaddress specified in Section 12 below The Rent shall increase annually over the Rent payable the preceding year by not less than three and one half percent 35 If the average increase in the Consumer Price Index Urban for the Seattle Tacoma Bremerton area CPI is greater than three and one half percent 35 over the period of the Term or any Renewal Term then the rate at which the Rent is increased annually during the following Renewal Term shall be adjusted to that CPI based average percentage rate If the average increase in the CPI is less than or equal to three and one half percent 35 over the period of the Term or any Renewal Term then the rate at which the Rent is increased annually during the following Renewal Term shall be three and one half percent 35 It shall be the responsibility of the Landlord to track the CPI and notify the Tenant of increases or reductions in the Rent Landlord shall notify Tenant within 90 Exhibit I Resolution No 3649 Page 1 of 10 days of the commencement of the Renewal Term as to the revised rate at which the Rent shall be increased annually thereafter Landlord will invoice Tenant for back Rent due or refund over payment as necessary to correct the payment received for the first year of the Renewal Term Ifat any time the CPI ceases to incorporate a significant number of items if a substantial change is made in the method of establishing the CPI or if issuance of the CPI shall be discontinued then the Landlord and Tenant shall mutually agree upon another standard recognized cost of living index issued by the United States Government provided that if the parties cannot reach agreement on such other standard cost of living index then the Landlord shall select the index closest to the CPI In either case the substitute index chosen shall result in increases in the Rent similar to those that had been or would have been generated by the CPI Ifthis Lease is terminated at a time other than on the anniversary of the Commencement Date Rent shall be prorated as of the date of termination for any reason other than a default by Tenant and all prepaid Rent shall be refunded to Tenant within sixty 60 days 5 Renewal Tenant may extend this Lease for 5 additional fiveyear terms each a Renewal Term Each Renewal Term shall be on the same terms and conditions as set forth herein including the Rent increase set forth in Section 4 above This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord in writing of Tenantsintention not to renew this Lease at least ninety 90 days prior to the expiration of the Initial Term or any Renewal Term Landlord may during any Renewal Term notify Tenant in writing of Landlordsintention not to renew this Lease for an additional Renewal Term which notice shall be provided to Tenant at least one hundred and eighty 180 days prior to the expiration of the then in effect Renewal Term If Tenant shall remain in possession of the Lease Area at the expiration of this Lease or any Renewal Term without a written agreement such tenancy shall be deemed a monthtomonthtenancy under the same terms and conditions of this Lease 6 Interference Tenant shall not use the Lease Area in any way which interferes with the use of the Property by Landlord TenantsAntenna Facilities and the use thereof shall not interfere with the use of any other communication or similar equipment of any kind and nature owned or operated by Landlord or other lessee licensees franchisees etc on the Property except as might be permitted by applicable laws provided however that subsequent to the installation by Tenant of the Antenna Facilities Landlord agrees to exercise reasonable care to assure equipment of subsequent providers leasing space on the Property does not interfere with Tenants Antenna Facilities operations The Landlord however is not in any way responsible or liable for any interference with Tenants use of Landlords Property which may be caused by the use and operation of any other tenantsequipment even if caused by new technology In the event that any other tenantsactivities interfere with Tenantsuse of Landlordsproperty and Tenant cannot work out this interference with other tenants Tenant may upon 30 days notice to Landlord terminate this lease and restore the LandlordsProperty to its original condition reasonable wear and tear excepted 7 Improvements Utilities Access a Tenant shall have the right at its expense to erect and maintain on the Lease Area improvements personal property and facilities necessary to operate its communications system including equipment shelters andor cabinets and related cables and utility lines and a location based system including coaxial cable base units and other associated equipment as such location based system may be permitted by any county state or federal agencydepartment Tennant shall have the right at its expense to erect and maintain on the Property including on Landlordswater reservoir improvements personal property and facilities necessary to operate its communications system including radio transmitting and receiving antennas and related cables and conduits and other associated equipment as such location based system may be permitted by any county state or federal agencydepartment Tenant shall have the right to alter replace and expand within the confines of the Lease Area as defined in Section 1 and without interference to other providers tenants enhance and upgrade the Antenna Facilities at any time during the term of this Lease Tenant shall cause all construction to occur lienfree and in compliance with all applicable laws and ordinances Landlord acknowledges that it shall not interfere with any aspects of construction including attempting to direct construction personnel as to the location of or method of installation of the Antenna Facilities The Exhibit I Resolution No 3649 Page 2 of 10 Antenna Facilities shall remain the exclusive property of Tenant Tenant shall have the right to remove the Antenna Facilities at any time during and upon the expiration or termination of this Lease b Tenant at its expense may use any and all appropriate means of restricting access to the Compound including without limitation the construction of a fence c Tenant shall at Tenantsexpense keep and maintain the Lease Area and Antenna Facilities now or hereafter located on the Property in commercially reasonable condition and repair during the term of this Lease normal wear and tear excepted Upon termination or expiration of this Lease the Lease Area and Antenna Facilities areas shall be returned to Landlord in good usable condition normal wear and tear excepted within ninety 90 days d Tenant shall have the right to install utilities power and telephone at Tenantsexpense and to improve the present utilities on the Property including but not limited to the installation of emergency power generators Landlord agrees to cooperate with Tenant in its reasonable efforts to acquire necessary utility service Tenant shall wherever practicable install separate meters for utilities used on the Property by Tenant Landlord shall diligently correct any variation interruption or failure of utility service within Landlordscontrol e Prior to installation of equipment Tenant shall submit for Landlord review and approval which approval shall not be unreasonably withheld or delayed an electrical and grounding connection plan that assures no interference with the water tank cathodic protection system The plan shall include a 3 minimum diameter common use conduit enclosure for cables from the ground level to top of tank This conduit may be utilized by other telecommunication providers until such time as it is filled to capacity at which time new providers will need to pay for upsizing Upon Landlord approval of the plans Tenant may proceed to install and operate the Antenna Facilities fTennantshall have the right during the Initial Term and of this Lease and any Renewal Term for ingress and egress to the Property over the south fifteen 15 feet of Lot 6 Lakeland Hills Division Number 3 Extension according to the plat thereof recorded in Volume 145 of Plats pages 72 and 73 in King County Washington g Tenant shall have 24hoursaday 7daysaweek access to the Lease Area Access at all times during the Initial Term of this Lease and any Renewal Term In the event Landlord its employees or agents unreasonably deny Access to Tenant its employees or agents Tenant shall without waiving any other rights that it may have at law or in equity deduct from Rent amounts due under this Lease an amount equal to fifty and no100dollars per day for each day that Access is impeded or denied Access to Landlord facilities beyond the Lease Area including but not limited to the water reservoir site and the water reservoir require 48 hours notice to the Water Division Supervisor of the City of Auburn Water Utility phone 2539313066 Access to Landlord facilities will only occur with Landlord supervision Tenant agrees to reimburse Landlord for Landlord expenses attributed to supervising Tenant while accessing Landlord facilities The hourly rate for Landlord supervision during City standard office hours will be 3150 per hour in calendar year 2003 The hourly rate shall increase annually on January 1st over the hourly rate payable the preceding year by not less than three and one half percent 35 or the CPI Urban for the Seattle Tacoma area whichever is the greater unless a different hourly rate amount is negotiated 8 Termination Except as otherwise provided herein this Lease may be terminated without any penalty or further liability as follows a upon thirty 30 days written notice by Landlord if Tenant fails to cure a default for payment of amounts due under this Lease within that thirty 30 day period b immediately if Tenant notifies Landlord of unacceptable results of any title report environmental or soil tests prior to Tenantsinstallation of the Antenna Facilities on the Lease Area or if Tenant is unable to Exhibit I Resolution No 3649 Page 3 of 10 obtain maintain or otherwise forfeits or cancels any license including without limitation an FCC license permit or any Governmental Approval necessary to the installation andor operation of the Antenna Facilities or Tenantsbusiness c upon ninety 90 days written notice by Tenant if the Lease Area or the Antenna Facilities are or become unacceptable under Tenantsdesign or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong d immediately upon written notice by Tenant if the Lease Area or the Antenna Facilities are destroyed or damaged so as in Tenantsreasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities In such event all rights and obligations of the parties shall cease as of the date of the damage or destruction and Tenant shall be entitled to the reimbursement on a prorated basis of any Rent prepaid by Tenant If Tenant elects to continue this Lease then all Rent shall abate until the Lease Area andor the Antenna Facilities are restored to the condition existing immediately prior to such damage or destruction or e at the time title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient in Tenantsdetermination to render the Lease Area unsuitable for Tenantsuse Landlord and Tenant shall each be entitled to pursue their own separate awards with respect to such taking f Landlord may terminate this Lease if Landlord needs the Lease Area for expansion of Landlords responsibility to provide its services and Landlord has no reasonable or economical alternative site available provided Landlord provides Tenant written notice 12 months in advance of Landlordsneed to re establish the Landlordssole use of the Lease Area Upon Tenantsreceipt of written notice Tenant shall have six 6 months to submit to Landlord alternative locations for its Antenna Facilities Such alternative locations may be on the Property or other properties owned or managed by Landlord Landlord shall evaluate such alternatives and advise Tenant in writing if one or more of the alternatives is suitable to accommodate TenantsAntenna Facilities If so requested by the Landlord Tenant shall submit additional relevant information to assist the Landlord in making such evaluation Landlord shall give each alternative proposed by Tenant full and fair consideration within a reasonable time so as to allow for the relocation work to be performed in a timely manner In the event Landlord ultimately determines not less than ninety 90 days from the termination date that there is no other reasonable alternative Tenant shall remove its Antenna Facilities as otherwise provided in this Section 7 c of this Lease If an alternative location for Tenants Antenna Facilities is found Landlord and Tenant agree to enter into a new Lease Agreement with the same terms and conditions ofthis Lease g If for reasons related to public health safety or welfare or for any operational need of the Water Utility Landlord determines that this Lease must be terminated then Landlord reserves rights of unilateral termination and will do so by providing Tenant with a six month written notice h Tenant shall be entitled to a pro rata refund of its prepaid Rent for any termination of this Lease by Landlord pursuant to Subsection 8for 8g 9 Default and Riqht to Cure Notwithstanding anything contained herein to the contrary and without waiving any other rights granted to it at law or in equity each party shall have the right but not the obligation to terminate this Lease on written notice pursuant to Section 12 hereof to take effect immediately if the other party ifails to perform any covenant for a period of thirty 30 days after receipt of written notice thereof to cure or ii commits a material breach of this Lease and fails to diligently pursue such cure to its completion after sixty 60 days written notice to the defaulting party 10 Taxes Landlord shall pay when due all real property taxes or other fees and assessments for the Property including the Lease Area In the event that Landlord fails to pay any such real property taxes or other fees and assessments Tenant shall have the right but not the obligation to pay such owed amounts and deduct them from Rent amounts due under this Lease Notwithstanding the Exhibit I Resolution No 3649 Page 4 of 10 foregoing Tenant shall pay any personal property tax State leasehold tax excise tax real property tax or any other tax or fee which are directly attributable to the presence or installation of the TenantsAntenna Facilities only for so long as this Lease has not expired of its own terms or is not terminated by either party Landlord hereby grants to Tenant the right to challenge whether in a Court Administrative Proceeding or other venue on behalf of Landlord andor Tenant any personal property or real property tax assessments State leasehold tax or excise tax that may affect Tenant If Landlord receives notice of any personal property or real property tax assessment State leasehold tax or excise tax against the Landlord which may affect Tenant and is directly attributable to Tenantsinstallation Landlord shall provide timely notice of the assessment to Tenant sufficient to allow Tenant to consent to or challenge such assessment Further Landlord shall provide to Tenant any and all documentation associated with the assessment and shall execute any and all documents reasonably necessary to effectuate the intent of this Section 10 11 Insurance and Subroqation and Indemnification a Tenant shall provide Commercial General Liability Insurance naming Landlord the City of Auburn as additional insured in an aggregate amount of Two Million and no100dollars 200000000 Tenant may satisfy this requirement by obtaining the appropriate endorsement to any master policy of liability insurance Tenant may maintain b Tenant shall indemnify protect defend and hold Landlord and its employees and agents harmless from and against any and all claims liabilities judgments costs damages and expenses including reasonable attorneysfees arising out of or in any way related to the Antenna Facilities including but not limited to the installation maintenance operation or removal thereof except to the extent that such claim liability judgment cost damage or expense arises out of the sole negligent act or omission or willful misconduct of Landlord or its employees or agents Landlord shall not be liable to Tenant its agents employees and contractors for damage to the Antenna Facilities or any other property belonging to Tenant from any cause except for any damage caused by the sole negligent act or omission or willful misconduct of Landlord or its employees or agents Tenant waives all claims against Landlord and its employees and agents for damage to persons or Antenna Facilities or property arising for any reason other than a claim based on the sole negligent act or omission or willful misconduct of Landlord or its employees or agents Landlord and its employees and agents shall have no liability to Tenant for any interruption of any utility service unless solely caused by the negligent act or omission or willful misconduct of Landlord or its employees or agents Should a court of competent jurisdiction determine that this Lease is subject to RCW 424115then in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Tenant and the Landlord its officers officials employees and volunteers the Landlordsliability hereunder shall be only to the extent of the Landlords negligence It is further specifically and expressly understood that the indemnification provided herein constitutes the Tenantswaiver of immunity under Industrial Insurance Title 51 RCW solely for the purposes of this indemnification This waiver has been mutually negotiated by the parties The provisions ofthis section shall survive the expiration or termination of this Lease 12 Notices All notices requests demands and other communications shall be in writing and are effective three 3 days after deposit in the US mail certified and postage paid or upon receipt if personally delivered or sent by nextbusinessday delivery via a nationally recognized overnight courier to the addresses set forth below Landlord or Tenant may from time to time designate any other address for this purpose by providing written notice to the other party Exhibit I Resolution No 3649 Page 5 of 10 If to Tenant to VoiceStream Wireless Corporation Attn PCS Lease Administrator 12920 SE 38th Street Bellevue WA 98006 With a copy to VoiceStream Wireless Corporation Attn Legal Department 12920 SE 38th Street Bellevue WA 98006 If to Landlord to Public Works Director City of Auburn 25 West Main St Auburn WA 98001 With a copy to VoiceStream PCS III Corporation Attn Lease Administration Manager 19807 North Creek Parkway Bothell WA 98011 With a copy to City Attorney City of Auburn 25 West Main St Auburn WA 98001 13 Quiet Enjoyment Title and Authority Landlord covenants and warrants to Tenant that i Landlord has full right power and authority to execute this Lease ii it has good and unencumbered title to the Property free and clear of any liens or mortgages except those disclosed to Tenant and which will not interfere with Tenantsrights to or use of the Lease Area and iii execution and performance of this Lease will not violate any laws ordinances covenants or the provisions of any mortgage lease or other agreement binding on Landlord 14 Environmental Laws Landlord represents that it has no knowledge of any substance chemical or waste collectively Hazardous Substance on the Property that is identified as hazardous toxic or dangerous in any applicable federal state or local law or regulation Landlord and Tenant shall not introduce or use any Hazardous Substance on the Property in violation of any applicable law Landlord shall be responsible for and shall promptly conduct any investigation and remediation as required by any applicable environmental laws for all spills or other releases of any Hazardous Substance not caused in whole or in part by Tenant that have occurred or which may occur on the Property Each party agrees to defend indemnify and hold harmless the other from and against any and all administrative and judicial actions and rulings claims causes of action demands and liability collectively Claims including but not limited to damages costs expenses assessments penalties fines losses judgments and reasonable attorney fees that the indemnitee may suffer or incur due to the existence or discovery of any Hazardous Substances on the Property or the migration of any Hazardous Substance to other properties or the release of any Hazardous Substance into the environment collectively Actions that relate to or arise from the indemnitorsactivities on the Property Landlord agrees to defend indemnify and hold Tenant harmless from Claims resulting from Actions on the Property not caused by Landlord or Tenant prior to and during the Initial Term and any Renewal Term of this Lease The indemnifications in this section specifically include without limitation costs incurred in connection with any investigation of site conditions or any cleanup remedial removal or restoration work required by any governmental authority This Section 14 shall survive the termination or expiration of this Lease 15 Assignment and Subleasing All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs legal representatives successors and assigns This Agreement shall not be assigned by Tenant without the express written consent of the Landlord which consent shall not be unreasonably withheld delayed or conditioned Any attempted assignment in violation of this Section shall be void The transfer of the rights and obligations of Tenant to a parent subsidiary or other affiliate of Tenant or to any successorininterestor entity Exhibit I Resolution No 3649 Page 6 of 10 acquiring fiftyone percent 51 or more of Tenants stock or assets shall not be deemed an assignment Tenant shall give to Landlord thirty 30 days prior written notice of any such transfer Additionally Tenant may upon notice to Landlord mortgage or grant a security interest in this Lease and the Antenna Facilities and may assign this Lease and the Antenna Facilities to any mortgagees or holders of security interests including their successors or assigns collectively Mortgagees provided such Mortgagees agree to be bound by the terms and provisions of this Lease In such event Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees Landlord agrees to notify Tenant and TenantsMortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant or to remove any property of Tenant or Mortgagees located on the Lease Area except that the cure period for any Mortgagees shall not be less than thirty 30 days after receipt of the default notice as provided in Section 9 of this Lease All such notices to Mortgagees shall be sent to Mortgagees at the address specified by Tenant Failure by Landlord to give Mortgagees such notice shall not diminish Landlordsrights against Tenant but shall preserve all rights of Mortgagees to cure any default and to remove any property of Tenant or Mortgagees located on the Lease Area 16 Successors and Assiqns This Lease granted herein shall run with the land and shall be binding upon and inure to the benefit of the parties their respective successors personal representatives and assigns This Agreement shall not be assigned by Tenant without the express written consent of the Landlord which consent shall not be unreasonably withheld delayed or conditioned 17 Removal of Antenna Facilities The Antenna Facilities are and shall remain the property of the Tenant and upon the expiration or earlier termination of this Lease Tenant shall at Tenantssole cost and expense remove the Antenna Facilities and restore the Lease Area to its original condition normal wear and tear excluded 18 Miscellaneous a The substantially prevailing party in any litigation including any arbitration to which the parties shall submit arising hereunder shall be entitled to its reasonable attorneys fees and court costs including appeals if any b This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers negotiations and other agreements There are no representations or understandings of any kind not set forth herein Any amendments to this Lease must be in writing and executed by both parties At such time as the Auburn City Council approves any regulation affecting telecommunications Tenant agrees to amend this Lease as determined by the Landlord in order to comply with any future ordinance related to telecommunications provided however that in no event shall such regulation imaterially interfere with or affect Tenantsoperation of its Antenna Facilities or ii increase Tenantsfinancial obligations under the terms of this Lease except as provided herein or impose some new financial obligations not already contemplated by this Lease No amendment change or modification of this Lease shall be valid unless in writing and signed by all parties hereto c Each party agrees to cooperate with the other in executing any documents including a Memorandum of Lease in substantially the form attached hereto as Exhibit B necessary to protect its rights or use of the Lease Area The Memorandum of Lease may be recorded in place of this Lease by either party In the event the Property is encumbered by a mortgage or deed of trust Landlord agrees upon request of Tenant to obtain and furnish to Tenant a nondisturbanceand attornment agreement for each such mortgage or deed of trust in a form reasonably acceptable to Tenant Tenant may obtain title insurance on its interest in the Lease Area d This Lease shall be construed in accordance with the laws of the state in which the Property is located Exhibit I Resolution No 3649 Page 7 of 10 e If any term of this Lease is found to be void or invalid such finding shall not affect the remaining terms of this Lease which shall continue in full force and effect The parties agree that if any provisions are deemed not enforceable they shall be deemed modified to the extent necessary to make them enforceable No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party No waiver shall be implied by delay or any other act or omission of either party No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision f The persons who have executed this Lease represent and warrant that they are duly authorized to execute this Lease in their individual or representative capacity as indicated g This Lease may be executed in any number of counterpart copies each of which shall be deemed an original but all ofwhich together shall constitute a single instrument h All Exhibits referred to herein and any Addenda are incorporated herein for all purposes The parties understand and acknowledge that Exhibit A the Lease Area Compound and Antenna Facilities location within the Property and Exhibit B Memorandum of Lease are attached to this Site Lease Agreement The terms of all Exhibits are incorporated herein for all purposes iIf Landlord is represented by any broker or any other leasing agent Landlord is responsible for all commission fees or other payment to such agent and agrees to indemnify and hold Tenant harmless from all claims by such broker or anyone claiming through such broker If Tenant is represented by any broker or any other leasing agent Tenant is responsible for all commission fee or other payment to such agent and agrees to indemnify and hold Landlord harmless from all claims by such broker or anyone claiming through such broker 19 Headinqs The caption and paragraph headings used in this Lease are inserted for convenience of reference only and are not intended to define limit or affect the interpretation or construction of any term or provision hereof 20 Liens Except with respect to activities for which Landlord is responsible Tenant shall pay as due all claims for work done on and for services rendered or material furnished to the Antenna Facility and shall keep the Antenna Facility free from all liens The effective date Of this Lease is the date of execution by the last party to sign the Effective Date Exhibit I Resolution No 3649 Page 8 of 10 By LANDLORD Printed Name Peter B Lewis Its Mayor Date Taxpayer ID Number 916001228 TENANT By Printed Name Its Date VoiceSream PCS III Corporation a Delaware corporation Affairs Exhibit I Resolution No 3649 Page 9 of 10 STATE OF ss COUNTY Of I certify that I know or have satisfactory evidence that PCCr ZcW is the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the instrument and acknowledged it as the h free and vol t of such pay for the uses and uoses entioned in the instrument Dated or qyoN2 0 rF o w Use this space for notary stampseal NotaryPublic Print Name residing at My commission expires 0 STATE OF J SS COUNTY OF IN7 I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the instrument and acknowledged it as the of VoiceStream PCS III Corporation a Delaware corporation to be the free and lurhartlJllri r pay for the uses and pustioned in the instrument Dated 5 4 IotrFio Ct intNe Georgia Lm May 2XOJMy commission expires Use this space for notary stampseal Exhibit I Resolution No 3649 Page 10 of 10 EXHIBIT A I Lease Area s Exhibit A Lease Area Resolution No 3649 Page 1 of I RESOLUTION NO3 6 5 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR TO EXECUTE A FRANCHISE AGREEMENT BETWEEN THE LAKEHAVEN UTILITY DISTRICT AND THE CITY OF AUBURN ALLOWING THE LAKE HAVEN UTILITY DISTRICT TO CONNECT INSTALL OPERATE MAINTAIN AND REPAIR WATER SYSTEM FACILITIES AND APPURTENANCES IN OVER ALONG ACROSS AND UNDER THE FRANCHISE AREA FOR THE PURPOSE OF PROVIDING WATER SERVICE WHEREAS the Lakehaven Utility District currently owns operates and maintains a water system within Auburns public right of way located in the franchise area and WHEREAS the Lakehaven Utility District is seeking a new comprehensive franchise with Auburn for public water facilities installed within Auburnscurrent and future public right of way and WHEREAS in order to maintain control over the use of City of Auburn rightofways by utilities operating within the City of Auburn it is appropriate to enter into franchise agreements with such utilities and WHEREAS Lakehaven Utility District is such a utility and has negotiated this franchise agreement with the City of Auburn acceptable to both parties and Resolution No 3650 January 20 2004 Page 1 WHEREAS the City of Auburn has determined that it is in the best interests of the public to grant the Lakehaven Utility District a water franchise on the terms and conditions set for in this Agreement NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor of the City of Auburn is herewith authorized to execute a Franchise Agreement between the Lakehaven Utility District and the City of Auburn in substantial conformity with the Agreement attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 This resolution shall be in full force and effect upon passage and signatures hereon Resolution No 3650 January 20 2004 Page 2 ltJDATEDthisk day 0itatl72004 ATTEST 1 v il 1 IV x CAJJv1t Danielle E Daskam City Clerk Resolution No 3650 January 202004 Page 3 CITY OF AUBURN PETER B LEWIS MAYOR Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 111111111111111120041108003Z24PACIFICNWTITAG PAGE001 OF IU611080041448 KING COUNTY WA RECORDERS COVER SHEET Document Titles or transactions contained therein li frv Ilv T L LqI Franchise Agreement Resolution No 3650 Reference Numbersof Documents assigned or released DAdditional reference s on page of document GrantorsBorrowersLast name first then first name and initials Auburn City of GranteeAssigneeBeneficiary Last name first 1 Lakehaven Utility District IU w Legal Description abbreviated ielot block plat or section township range PER RCW 3934 o Additional legal is on page of document AssessorsProperty Tax ParcelAccount Number NA oAssessor Tax not yet assigned EXHIBIT A CITY OF AUBURN WASHINGTON WATER FRANCHISE AGREEMENT WITH THE LAKEHAVEN UTILITY DISTRICT ANCHISE AGREEMENT made and entered into this zd day of 2004 by and between the CITY OF AUBURN Washington and KEHAVEN UTILITY DISTRICT WITNESSETH WHEREAS the Lakehaven Utility District currently owns operates and maintains a water system within Auburnspublic rightofway located in the franchise area and WHEREAS the Lakehaven Utility District is seeking to establish a comprehensive franchise with the City ofAuburn for water system lines within Auburnscurrent and future public rightofway and WHEREAS in order to maintain control over the use of City of Auburn rightsofway by utilities operating within the City of Auburn it is appropriate to enter into franchise agreements with such utilities and WHEREAS Lakehaven Utility District is such a utility and has negotiated this franchise agreement with the City of Auburn acceptable to both parties and WHEREAS the City of Auburn has determined that it is in the best interests of the public to grant the Lakehaven Utility District a franchise on the terms and conditions set forth in this franchise agreement NOW THEREFORE THE CITY OF AUBURN AND THE LAKEHAVEN UTILITY DISTRICT AGREE AS FOLLOWS SECTION 1 DEFINITIONS Where used in this franchise agreement Franchise the following definitions shall apply 11 Franchisee means the Lakehaven Utility District a Washington municipal corporation and its respective successors and assigns 12 City means the City of Auburn a Washington municipal corporation 13 Franchise Area means all of the public roads streets avenues alleys highways and other rightsofway of the City as now laid out platted dedicated or improved and any and all public City roads streets avenues alleys highways and other rightsofway that may hereafter be laid out platted dedicated or improved within the area in which the City has jurisdiction as described in Attachment 1 and as depicted in Exhibit A Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 1 of 12 Attachment 2 both attachments attached hereto which is by this reference incorporated as if fully set forth herein provided that the Franchise Area shall not include or convey any right to the Franchisee to install facilities on or to otherwise use City owned or leased properties and provided that the terms of this franchise ie permitting and enforcement shall not apply to those public roads streets avenues alleys highways and other rightsofway that may hereafter be laid out platted dedicated or improved within the area as described in Attachment 1 and depicted in Attachment 2 until such time that the City has assumed jurisdiction thereof 14 Facilities means the Franchiseeswater system lines mains pump stations appurtenances and all other necessary or convenient appurtenances for the purpose of providing water service SECTION 2 FRANCHISE GRANT Subject to the terms and conditions set forth in this Franchise the City grants to the Franchisee the right to construct own and maintain its Facilities including but not limited to water pipelines pump stations and appurtenances within the Citys public rightofway and the Franchiseeswater service area In exercising authority to construct and install its Facilities and to excavate trenches in City roads for the purposes of constructing installing operating maintaining removing and replacing its Facilities and making connections between the same to the dwellings and other buildings of the consumers the Franchisee shall be governed by and conform to the general rules adopted by the Public Works Department of the City and the Franchisee at no expense to the City shall complete all work and shall replace and restore the City roads to the condition of the City roads existing immediately prior to such disturbance PROVIDED HOWEVER that no such work shall be done prior to the obtaining of a permit therefor issued by the Citys Public Works Director hereinafter Director which permit shall set forth conditions pertaining to the work to be done and specifications for the restoration of the roads tothe same condition as they were immediately prior to such work If the Franchisee does not repair the City roads to the satisfaction ofthe Director the City may at its sole discretion repair such City roads or cause them to be repaired and the Franchisee hereby agrees to reimburse the City for the cost of such work including reasonable overhead costs SECTION 3 FRANCHISE TERM This Franchise shall take full force and effect five calendar days after being approved by the City and shall be valid for a period of 25 years expiring in 2029 provided that this Franchise shall not take effect and the Franchisee shall have no rights under this Franchise unless the Franchisee files a written acceptance of this Franchise with the City pursuant to Section 4 of this Franchise SECTION 4 ACCEPTANCE BY FRANCHISEE OF TERMS AND CONDITIONS The full acceptance of this Franchise and all of its terms and conditions shall be filed with the City Clerk within fortyfive 45 days from the date of the resolution approving this Franchise by the Franchiseesduly elected Board of Commissioners Full acceptance of this Franchise is a condition precedent to its taking effect and unless this Franchise is Exhibit gAuburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 2 of 12 accepted within the time specified this grant will be null and void and have no force or effect SECTION 5 NONEXCLUSIVEFRANCHISE This Franchise is not exclusive It does not prohibit the City from granting franchises for other public or private utilities in over along across and under any City property including the Franchise Area This Franchise does not prevent or prohibit the City from constructing altering maintaining or using any of the Franchise Area The City retains full power to make all changes relocations repair maintenance or other workto or in the Franchise Area as the City deems fit SECTION 6 JURISDICTION This Franchise is intended to convey limited rights and interest only as to those roads and rightsofway in which the City has an actual interest within the Franchise Area It is not a warranty of title or of interest in City road rightsofway None of the rights granted to the Franchisee shall affect the jurisdiction of the City over City road rightsofway or the Citys power to perform work upon its roadways rightsofwayor appurtenant drainage facilities including by constructing altering renewing paving widening grading blasting or excavating The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein SECTION 7 REGULATION OF USE AND CONTROL This Franchise does not deprive the City of any powers rights or privileges it now has or may later acquire in the future to regulate the use of and to control the City road rightsof way covered by this Franchise The City reserves the right and power at all times to exercise its police powers with respect to the time manner and location of the placement of the FranchiseesFacilities SECTION 8 EMINENT DOMAIN This Franchise and the limited rights and interests granted by this Franchise are subject to the exercise of eminent domain In the event of an exercise of eminent domain by the City the value to be attributed to all the rights and interests granted under this Franchise shall not exceed the actual amount the Franchisee paid to the City in obtaining this Franchise SECTION 9 VACATION If at any time the City vacates any City rightsofwaycovered by this Franchise the City will not be held liable for any damages or loss to the Franchisee by reason of such vacation The City may after giving thirty 30 days written notice to the Franchisee terminate this Franchise with respect to any City road or rightsofway vacated However should Franchisee notify the City that an easement is required for existing or proposed facilities within the proposed vacation area the City shall withhold approval of such vacation until the Franchisee has notified the City that the necessary easementshave been secured or provisions otherwise made to maintain the viability and use of existing Facilities Exhib A Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 3 of 12 SECTION 10 ENFORCEMENT The Citysfailure to enforce any provision of this Franchise does not constitute a waiver of its right to enforce that provision or any other provision of this Franchise SECTION 11 INDEMNITY AND HOLD HARMLESS 111 The Franchisee shall defend indemnify and hold harmless the City its appointed and elected officials and its employees and agents from and against liability for all claims actions injuries demands liabilities losses costs damages and judgments including costs of defense thereof collectively referred to as damages for injury to persons death or property damage caused by arising out of or incidental to the Franchiseesexercise of the rights and privileges granted by this Franchise except for damages caused by or arising out of the Citys sole negligence In the event that any such claim or demand for damages is presented to or filed with the City or if any suit or action is initiated against the City based on such claims or demands for damages the City shall promptly notify the Franchisee of the claim demand suit or action and the Franchisee shall have the right at its election and its sole cost and expense to settle and compromise such claim demand suit or action or defend the same at the Franchisees sole cost and expense 112 If it is determined that RCW 424115 applies to this Franchise the Franchisee agrees to defend hold harmless and indemnify the City to the maximum extent permitted under that statute and specifically for the Franchiseesnegligence concurrent with that of the City to the full extent of the Franchiseesnegligence SECTION 12 INSURANCE 121 The Franchisee shall keep a policy of insurance in force with a minimum limit of five million dollars 500000000 Verification of insurance coverage is a condition precedent to the effectiveness of this Franchise 122 The insurance shall be maintained in full force and effect at the Franchiseessole expense throughout the term of the Franchise and should such insurance be terminated this Franchise shall terminate as of the date of the termination of insurance coverage 123 The coverage provided by the Franchiseesinsurance policies shall be primary to any insurance maintained by the City except as to losses or damages attributable to the sole negligence of the City Any insurance maintained by the City that might relate to this Franchise shall be in excess to the Franchiseesinsurance and shall not contribute with or to it The City has no obligation to report occurrences to the insurance companies unless a claim is filed with the Citys City Council and the City has no obligations to pay the Franchiseespremiums 124 The Franchisee shall be solely and completely responsible to perform all work related to this Franchise in compliance with all applicable federal state county and city statutes rules regulations ordinances orders and codes The Franchisees attention is directed to the requirements of the Washington Industrial Safety and Health Act Chapter4917 RCW The Franchisee shall be solely and completely responsible for Exhibit MAM Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 4 of 12 safety and safety conditions on its job sites and for its work within the Franchise Area including the safety ofall persons and property during perfonmance of any works therein The services of the City or Citysconsultant personnel in conducting construction review of the Franchiseeswork relating to the Franchise is not intended to include review of the adequacy of the Franchiseeswork methods equipment scaffolding or trenching or safety measures in on or near such Franchise Area or job site The Franchisee shall provide safe access for the City and its inspectors to adequately inspect the work and its conformance with applicable statutes ordinances rules regulations and the Franchise SECTION 13 INSTALLAlON REPAIR REMOVAL OR RELOCATION 131 The Franchisee shall at no expense to the City expeditiously repair all existing Facilities that it owns within the Franchise Area including any damage caused directly or indirectly by its Facilities all appurtenant Facilities and service lines connecting its system to users if the City requires such repair for any reasonable purpose 132 The Franchisee shall at no expense to the City adjust remove or relocate existing Facilities within the Franchise Area including all appurtenant Facilities and service lines connecting its system to users if the City determines such adjustment removal or relocation is reasonably necessary to allow for an improvement or alteration planned by the City The City shall give the Franchisee written notice of such requirement as soon as practicable The written notice shall include all available information such as plans and specifications as is reasonably necessary for the Franchisee to plan for such adjustment removal or relocation 133 FranchiseesFacilities shall be constructed installed maintained and repaired within the Franchise Area so as to provide safety of persons and property and not interfere with the free passage of traffic all in accordance with the laws of the State of Washington and the ordinances resolutions rules and regulations of the City 134 For projects that are a part of the Citys capital improvement program in addition to any other notice given to the Franchisee the City shall provide a copy of the capital improvement plan and six 6 year transportation improvement plan when requested Further the City shall provide a horizontal plan and vertical profile of the roadway and drainage facilities within it both existing and as proposed by the City and the proposed construction schedule The initial design information shall be given at least one hundred and eighty 180 days before construction is scheduled to begin except in cases of urgent construction or emergencies The Franchisee shall respond to this notice and to any later notices of revised designs within twenty 20 days of the date of the notice by providing to the City the Franchiseesbest available information as to the location of all the FranchiseesFacilities including all appurtenant Facilities and service lines connecting its system to users and all Facilities that it has abandoned within the area proposed for the project 135 The City shall offer the Franchisee the opportunity to participate in the preparation of bid documents for the selection ofa contractor to perform the public works project as well as all required adjustments removals or relocations of the Franchisees Facilities The City shall have sole authority to choose the contractor to perform such Exhibit A Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page50f12 work Such bid documents shall provide for an appropriate cost allocation between the parties In addition to the Franchiseesallocation of contractor costs the Franchisee shall reimburse the City for all costs to include but not be limited to legal engineering inspections administration andor soils testing related to the Franchiseeswork and reasonably incurred by the City in the administration of such joint construction contracts Such costs shall include the direct salary cost of the time of City professional and technical personnel including the Citys consultants spent productively engaged in such work plus overhead costs at the standard rate charged by the City on other similar projects The specific terms of the joint participation on any public work shall be as set forth in a written agreement between the parties 136 It is understood that emergency situations may arise that could threaten public health andor continued operation of the Franchiseesutility system and the Franchisee may be unable to notify the City in the manner prescribed in Section 14 ofthis Franchise In such a situation the Franchisee shall immediately cQrrect the hazardous situation and continue to use best efforts to contact the City staff The Emergency Phone Number for the City of Auburn is 253 9313048 and that for the Lakehaven Utility District is 253 9411516 Dialing 911 is advised for emergency situations that may result in imminent threats to life andor property SECTION 14 REQUIREMENT OF CONSTRUCTION PERMITS 141 The Franchisee has the right privilege and authority to enter the City road rightsofway for the purpose of constructing installing operating maintaining replacing or repairing its Facilities on the condition that it obtains construction excavation and rightofway use permits issued by the City Any work performed whether by Franchisee its contractors or third parties shall include necessary paving patching grading and any other reasonably necessary repair or restoration to the City rightsofway All work shall be done to the Citys satisfaction 142 All equipment pipelines and appurtenances which are used in the construction installation operation maintenance or repair of the FranchiseesFacilities and which are located within the City road rightsofway and owned by the Franchisee shall be considered to be part of the Franchiseessystem and shall be the responsibility of the Franchisee All permits for the construction installation operation maintenance or repair of the Franchiseessystem shall be applied for and given in the name of the Franchisee who will be responsible for all work done under the permit The Franchisee remains responsible whether the work is performed by the Franchisee its contractors or by third parties 143 When required by the Citys Public Works Director the Franchisee shall post a bond to the City in the amount sufficient for any road repair or restoration The amount of the bond shall be set by the City and must be filed with the City before a permit will be issued Exhibit KA Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 6 of 12 SECTION 15 PERFORMANCE OF WORK 151 Any work performed by the Franchisee in the Franchise Area shall conform to all City ordinances and requirements including but not limited to Auburn City Code and the Citys Design and Construction Standards in force when the work is performed All traffic control shall conform to the current edition ofthe Manual of Uniform Traffic Control Devices in force when the work is performed 152 If work performed under this Franchise makes it necessary to turn off or diminish water pressure or potential flow to any fire hydrant the Franchisee shall notify the Citys Fire Department by telephone and by written notice that water pressure or fire flow conditions have been affected Except in the case of an emergency the notice shall be provided at least 48 hours prior to the water pressure or potential flow being suspended or diminished If more than one fire hydrant will be affected the Franchisee shall provide a map of the affected area to the Fire Department Outofservicefire hydrants must be identified as not operational by covering with a properly secured burlap or plastic bag Fire hydrants should be returned to full service as soon as reasonably possible or no longer than two working days from the date service was suspended or diminished The Franchisee shall notify the Citys Fire Department when the hydrants isare returned to full service SECTION 16 RESTORATION OF CITY RIGHTSOFWAY After performing work on under or adjacent to City road rightsofway the Franchisee is responsible for and shall leave all City road rightsofwayin the condition ofthe City road rightsofway existing immediately prior to such disturbance If the Franchisee its contractors or third parties working under permit should fail to diligently restore City road rightsofway to the satisfaction of the City the City may make such repairs or restorations as are necessary to return the City road rightsofway to a condition reasonably comparable to the condition ofthe City road rightsofwayexisting immediately prior to such disturbance Upon presentation of an itemized invoice for repairs or restorations including all applicable costs both direct and indirect to include but not be limited to the cost of labor tools materials and equipment the Franchisee shall pay the invoice within sixtyfive 65 days of its receipt and approval SECTION 17 INFORMATION ON LOCATION OF FACILITIES The Franchisee shall provide the City with all information requested by the City regarding the location of the Franchisees current Facilities including but not limited to copies ofall record drawings for such Facilities If the Franchisee performs any work to install repair reconstruct or replace Facilities in the Franchise Area after this Franchiseseffective date the Franchisee shall provide the City with all information requested by the City regarding the location of those Facilities including but not limited to copies of record drawings Exhibit KN Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 7 of 12 SECTION 18 COORDINATION OF WORK IN FRANCHISE AREA To facilitate the coordination of work in City rightsofway if either the Franchisee or the City plans to make excavations in the Franchise Area the party planning such excavation shall provide written notice to the other of the planned excavation affording the other party the opportunity to share in the excavation provided that 1 such joint use shall not unreasonably delay the work of the party causing the excavation to be made 2 such joint use shall be arranged and accomplished on terms and conditions satisfactory to both parties and 3 either party may deny such request for safety reasons SECTION 19 BLASTING REQUIREMENTS The Franchisees right to construct install operate maintain and repair Facilities does not preclude the City its agents or contractors from blasting grading or doing other road work contiguous to the FranchiseesFacilities When practical the City shall give the Franchisee fortyeight 48 hours notice of blasting or excavating SECTION 20 SURVEY MARKERS AND MONUMENTS Before any work is performed under this Franchise the Franchisee shall establish two or more reference marks to all monuments and markers of every nature relating to subdivisions plats rightsofway and all other surveys The reference points shall be located so that they will not be disturbed during any of Franchiseesoperations under this Franchise The method of referencing monuments or other markers or points shall be approved by the City before placement The replacement of all markers or monuments disturbed during any construction of the Franchisee shall be made as promptly as conditions permit The cost of monuments or markers lost destroyed or disturbed and the expense or replacement with approved markers or monuments shall be borne by the Franchisee SECTION 21 RESERVATION OF RIGHTS 211 The City reserves the right to impose to the extent authorized by law a utility tax on the Franchisee andor to charge the Franchisee a reasonable fee for services provided or rights granted under this Franchise 212 The Franchisee agrees that it shall be subject to all authority now or later possessed by the City or any other governing body having competent jurisdiction to fix just reasonable and compensatory rates for services under this Franchise 213 The City reserves the right upon thirty 30 days written notice to the Franchisee to amend or modify the provisions or conditions of this Franchise to conform to any state county federal or City statute ordinance rule or regulation The City may terminate this Franchise upon thirty 30 days written notice to the Franchisee if the Franchisee fails or refuses to comply with such amendment or modification Exhibit A Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page8of12 SECTION 22 ASSIGNMENT The Franchisee shall not have the right to assign this Franchise without the written consent of the City No assignment shall be effective unless an acceptance by the assignee of all rights conditions terms provisions and responsibilities contained within the Franchise as well as surety bonds which the City deems necessary to be posted are received as allowed by law The Citysapproval ofthe assignment may be made subject to the assigneesacceptance of new or modified terms of the Franchise SECTION 23 PENAL TY FOR VIOLATION OF CONDITIONS If the Franchisee fails to comply with any material term condition or responsibility under this Franchise the City may provide the Franchisee with written notice of the Citysintent to revoke the Franchise if the Franchiseesfailure is not cured within thirty 30 days of the date of the notice During the thirty 30 days following the date of the notice the Franchisee shall have the opportunity to remedy the failure to comply A public hearing shall be scheduled before the Auburn City Council at least thirty 30 days following the notification on the issue of the revocation If at the hearing the City Council finds that grounds exist to revoke the Franchise under this paragraph and that the revocation is in the public interest the City Council may by resolution revoke the Franchise The revocation shall be effective ninety 90 days after the public hearing SECTION 24 EXPIRATION AND RENEWAL 241 If the Franchisee requests a renewal ofthis Franchise prior to its expiration date which renewal shall be granted on terms reasonable to the parties unless the City can demonstrate in good faith that such renewal would be contrary to its operation ofthe right of way the City may at the Citys sole discretion extend the term of this Franchise for up to one year beyond the expiration date to allow for processing of the renewal If the City elects to extend the term ofthis Franchise written notice ofthe extension shall be provided to the Franchisee prior to the Franchise expiration date 242 If the Franchisee has not requested a renewal of this Franchise prior to its expiration date the City has the right upon thirty 30 daysprior notice to the Franchisee to remove or relocate any ofthe FranchiseesFacilities as is reasonably necessary for the publics health welfare or safety orforthe construction alteration or improvement of the Franchise Area or for the construction or installation oflines or facilities of other franchise holders The Franchisee shall be liable for costs incurred in any removal or relocation of the FranchiseesFacilities under this section 243 Upon the expiration of this Franchise the Franchisee shall continue to be responsible for the operation and maintenance of the Franchiseesexisting facilities in the Franchise Area but shall not have the right to provide additional services This Section and Sections 11 13 14 15 16 18 and 20 of this Franchise shall continue in force until such time as the FranchiseesFacilities are abandoned to the Citys satisfaction Exhibit A Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page g of 12 SECTION 25 COMPLIANCE WITH LAWS The Franchisee shall conform to all applicable federal state and local laws and regulations including but not limited to the State Environmental Policy Act and the Citys Environmental Standards and Ordinances SECTION 26 NONDISCRIMINATION CLAUSE In all hiring or employment made possible or resulting from this Franchise there shall be no discrimination against any employee or applicant for employment because of sex sexual orientation age race color national origin marital status or the presence of any sensory mental or physical handicap unless based upon a bona fide occupation qualification No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Franchise on the grounds of sex sexual orientation race color national origin age except minimum age and retirement provisions marital status or the presence of any sensory mental or physical handicap SECTION 27 NOTICE All notices between the two agencies hereunder may be delivered or mailed If mailed they shall be sent to the following respective addresses City ofAuburn Lakehaven Utility District City Engineer General Manager 25 West Main Street 31627 1st Ave South Auburn WA 980014998 PO Box 4249 Tel 2539313010 Federal Way WA 980634249 Tel 2539411516 or to such other representative addresses as either party may hereafter from time to time designate in writing All notices and payments mailed by regular post including first class shall be deemed to have been given on the second business day following the date of mailing if properly mailed and addressed Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing if properly mailed and addressed For all types of mail the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing If an emergency situation develops it is recommended that the City or the Franchisee call 911 to solicit an emergency response SECTION 28 ATTORNEYS FEES If either party shall be required to bring any action to enforce any provision of this Franchise or shall be required to defend any action brought by the other party with respect to this Franchise and in the further event that one party shall substantially prevail in such action the losing party shall in addition to all other payments required therein pay all of the prevailing partysreasonable costs in connection with such action including such sums as the court or courts may adjudge reasonable as attorneysfees in trial court and in appellate courts Exhibit MN Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 10 of 12 SECTION 29 SEVERANCE If any term provision condition or portion of this Franchise is held to be invalid such invalidity shall not affect the validity of the remaining portions ofthis Franchise which shall continue in full force and effect unless the dominant purpose of the Franchise would be prevented or the public interest would no longer be served as determined by the City SECTION 30 EFFECTIVE DATE The resolution approving the Franchise having been introduced at least five days prior to its date of passage and submitted to the city attorney and being approved by at least a majority of the entire city council at a regular city council meeting shall take effect and be in force five calendar days after its passage and approval by both parties to this Franchise SECTION 31 EXISTING UTILITIES This Franchise shall govern existing and future water system facilities currently owned operated and maintained by Lakehaven Utility District within the City of Auburn SECTION 32 DISPUTE RESOLUTION In the event that a dispute arises with regard to the terms of this Franchise Agreement either party may request that the dispute be submitted to nonbinding mediation or arbitration prior to court action Such request for nonbinding mediation or arbitration shall be made in writing and mailed by first class US Mail to the other party The mediator or arbitrator shall be chosen by agreement of the parties Either party may refuse to submit to the dispute resolution process Refusal to engage in the dispute resolution process shall not prejudice the refusing party in any way Exhibit uN Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 11 of12 IN WITNESS WHEREOF the parties hereto have executed this Franchise Agreement as of the day and year first above written LAKEHAVEN UTILITY DISTRICT Approved by Resolution No zJtJhofthehaven Utility District Federal Way Washington at its regular meeting held on thr day of JlltIJ4I 2004 By Donald T Perry Ge e al Manager Lakehaven Utility District APl1 f Steven H Pritchett General Counsel Lakehaven Utility District CITY OF AUBURN By Peter B Lewis Mayor City of Auburn AttestjJ JL JtibI0J4d Danielle Daskam City Clerk AUBURN RESOLUTION NO 3650 LAKEHAVEN REFERENCE NUMBER 2J Ob Exhibit A Auburn Resolution No 3650 Auburn Lakehaven Water Franchise Page 120f12 Attachment 1 Auburn Ordinance No 3650 Description of Lakehaven Utility DistrictsWater Franchise Area BEGINNING AT THE SOUTHWEST CORNER OF SECTION 23 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE NORTH ALONG THE WEST LINE OF SAID SECTION 23 TO THE NORTHWEST CORNER OF SAID SECTION 23 AND THE SOUTHEAST CORNER OF SECTION 15 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE WESTERLY ALONG THE SOUTH LINE OF SAID SECTION 15 TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 15 THENCE NORTHERLY ALONG THE NORTHSOUTH CENTERLINE OF SAID SECTION 15 TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SECTION 10 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE NORTHERLY ALONG THE NORTHSOUTH CENTERLINE OF SAID SECTION 10 TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SECTION 3 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE NORTHERLY ALONG THE NORTHSOUTH CENTERLINE OF SAID SECTION 3 TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SECTION 34 TOWNSHIP 22 NORTH RANGE 4 EAST WM THENCE NORTHERLY ALONG THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 34 TO THE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER OF SAID SECTION 34 THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID SOUTHEAST QUARTER OF SAID SECTION 34 TO THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SECTION 35 TOWNSHIP 22 NORTH RANGE 4 EAST WM THENCE EASTERLY ALONG THE EASTWEST CENTERLINE OF SAID SECTION 35 TO THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SECTION 36 TOWNSHIP 22 NORTH RANGE 4 EAST WM THENCE EASTERLY ALONG THE NORTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 36 TO THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER OF SAID SECTION 36 THENCE SOUTHERLY ALONG THE NORTHSOUTH CENTERLINE OF SAID SECTION 36 TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SECTION 1 TOWNSHIP 21 NORTH RANGE 4 EAST WM Attachment 1 Auburn Ordinance No 3650 Page 1 012 THENCE SOUTHERLY ALONG THE NORTHSOUTH CENTERLINE OF SAID SECTION 1 TO THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 1 THENCE WESTERLY ALONG THE SOUTH LINE OF SAID SECTION 1 TO THE NORTHEAST CORNER OF SECTION 11 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE SOUTHERLY ALONG THE EAST LINE OF SAID SECTION 11 TO THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SECTION 14 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE SOUTHERLY ALONG THE EAST LINE OF SAID SECTION 14 TO THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SECTION 23 TOWNSHIP 21 NORTH RANGE 4 EAST WM THENCE SOUTHERLY ALONG THE EAST LINE OF SAID SECTION 23 TO THE SOUTHEAST CORNER OF SAID SECTION 23 THENCE WESTERLY ALONG THE SOUTH LINE OF SAID SECTION 23 TO THE POINT OF BEGINNING SITUATE IN KING COUNTY WASHINGTON Attachment 1 Auburn Ordinance No 3650 Page 2 of2 rh IJ I rJ12J11 1ul l W I i rtf t f1IIifLHiri IJ04 1 K il I h1 L TJSJ I i 7i Ø 0 tjLIIF1I t 1 21 A I I r QLTIi n r8 f tl219it1 1C OE I I J I I y JJIrTlJfF I011V7 r III f1rh1f V trrIrJU1 iif J I I h IIIttt r r J I bi 11 cl 1iii Legend Water Franchise Area Attachment 2 Aubum Ordinance No 3650 fiiIiiiijCity of Aubum PotenUal AnnexaUon Area RESOLUTION NO3 6 5 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL AGREEMENT ESTABLISHING WATER SERVICE BOUNDARIES BETWEEN THE LAKEHAVEN UTILITY DISTRICT AND THE CITY OF AUBURN WHEREAS pursuant to RCW 35A11040 Auburn has the legal authority to exercise its powers and perform any of its functions as set forth in RCW 3934 and WHEREAS pursuant to RCW 3934 the Interlocal Cooperation Act Auburn has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS pursuant to RCW 35A21150 Auburn has the legal authority to maintain a water system and WHEREAS pursuant to RCW 5708044 Lakehaven has the legal authority whether by contract or otherwise to provide water service to property owners in areas outside existing district boundaries and WHEREAS the parties recognize the responsibility of public water utilities to provide efficient and reliable service to their customers at reasonable cost and Resolution No 3652 January 20 2004 Page 1 WHEREAS Lakehavens 1998 Draft Comprehensive Water System Plan notes a region within Auburns Potential Annexation Area hereinafter referred to as AuburnsPM to which Lakehaven intends to provide water service and WHEREAS Lakehaven is currently providing water service within Auburns PM and WHEREAS portions of the Lakehaven water system have been sized and are situated so as to be capable of affording water to a portion of Auburns PM and WHEREAS Auburn has evaluated water service issues and determined that it is not cost feasible to provide direct water service within its PM adjacent to Lakehavens water infrastructure and WHEREAS Lakehavensdelivery of water service to these areas will provide the maximum efficiency in the use of existing and future facilities and water planning NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor of the City of Auburn is herewith authorized to execute a Water Service Boundary Agreement between the Lakehaven Utility District and the City of Auburn in substantial conformity with the agreement Resolution No 3652 January 20 2004 Page 2 attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 This resolution shall be in full force and effect upon passage and signatures hereon DATED thisJJday oflJLjltv2004 CITY OF AUBURN PETER B LEWIS MAYOR ATTEST JJltJdl Danielle E Daskam City Clerk Resolution No 3652 January 20 2004 Page 3 I IN Wd30S 111 11111111111111111111111111 111111111 11111 1 1I11111111111111 200508220499 8 PGS 08 22 2005 10 30am 0 00 PIERCE COUNTY WASHINGTON Return Address Auburn City Clerk City of Auburn 25 West Main SI Auburn WA 98001 RECORDER S COVER SHEET Document Title s or transactions contained therein Interlocal Agreement RES 3760 Reference Number s of Documents assigned or released DAdditional reference s on page of document Grantor s Borrower s Last name first then first name and initials AllhLlrn City of Grantee Assignee Beneficiary Last name first 1 Bonney Lake City of Legal Description abbreviated ie lot block plat or section township range PER RCW 39 34 D Additional legal is on page of document Assessor s Property Tax Parcel Account Number N A oAssessor Tax not yet assigned ti3 RESOLUTION NO 3 7 6 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN ADDENDUM TO AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF BONNEY LAKE FOR THE ESTABLISHMENT OF SANITARY SEWER SERVICE BOUNDARIES WHEREAS in March of 1998 the City Council of the City of Auburn adopted Resolution No 2925 authorizing the Mayor and City Clerk to execute a settlement agreement that was subsequently signed by the City of Auburn and the City of Bonney Lake and WHEREAS among other items that settlement agreement set forth a water service area boundary between the City of Auburn and the City of Bonney Lake and WHEREAS subsequent to approval of the settlement agreement the Potential Annexation Areas PM for the City of Auburn and City of Bonney Lake were amended to coincide with the water service area boundary and WHEREAS since the time of the agreement it has been found that a parcel was divided by the water service area boundary set forth in said settlement agreement and by the subsequent PM boundary established based on the water service area boundary and said parcel lies partially within and partially outside of the Auburn PM and Resolution No 3760 January 18 2005 Page 1 of 2 WHEREAS part of the Lake Tapps Parkway East extension s right of way also lies partially within and partially outside of the Auburn water service area boundary established by the settlement agreement and partially within and partially outside the subsequent PM boundary established based on the water service area boundary and WHEREAS sound growth management and transportation planning principles are best served by including entire parcels and entire street right of ways entirely within a PM NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor and City Clerk are hereby authorized to execute Addendum No 1 to the Settlement Agreement between the City of Auburn and the City of Bonney Lake in substantial conformity with the Addendum attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 That the Mayor is authorized to implement such other administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon Resolution No 3760 January 18 2005 Page 2 of2 Dated and Signed this day ofTe Ac l 2005 CITY OF AUBURN m c ATTEST fDt4dr Danlelle E Daskam City Clerk Resolution No 3760 January 18 2005 Page 3 of 2 PE ER B LEWIS MAYOR ADDENDUM NO 1 ADDENDUM TO SETTLEMENT AGREEMENT BETWEEN THE CITY OF BONNEY LAKE AND THE CITY OF AUBURN RELATING TO WATER SERVICE AREA BOUNDARY THIS ADDENDUM is made and entered into this It1day of bltU1l 2005 by and between the CITY OF BONNEY LAKE a municipal corporation of teState of Washington hereinafter referred to as Bonney Lake and the CITY OF AUBURN a municipal corporation ofthe State ofWashington hereinafter referred to as the Auburn as an addendum to the Settlement Agreement between the parties executed on the 5th day of March 1998 WIT N E SSE T H WHEREAS in March 1998 the City Council of the City of Auburn passed Resolution No 2925 authorizing the Mayor and City Clerk to execute a settlement agreement that was subsequently signed by the City of Auburn and the City of Bonney Lake and WHEREAS among other items the settlement agreement set forth a water service area boundary between the City of Auburn and the City of Bonney Lake and WHEREAS Exhibit B to the settlement agreement implied that Auburn s Urban Growth Area UGA was established to conform with the water service area boundary set forth in the settlement agreement and WHEREAS subsequent to approval of the settlement agreement the Potential Annexation Area PAA for the City of Auburn was amended to coincide with the water service area boundary and WHEREAS Exhibit B to the settlement agreement stated that the UGA and water service area boundary was established to follow property lines and WHEREAS since the time of the agreement it has been found that a parcel was divided by the water service area boundary set forth in said settlement agreement and by the subsequent PAA boundary established based on the water service area boundary and said parcel lies partially within and partially outside of the Auburn PAA and WHEREAS part of the Lake Tapps Parkway East extension s right of way also lies partially within and partially outside ofthe Auburn water service area boundary established by the settlement agreement and partially within and partially outside the subsequent PAA boundary established based on the water service area boundary and Exhibit A Resolution No 3760 Page 1 of 4 Addendum No 1 to the March 1998 Auburn Boney Lake Settlement Agreement Page 1 of 2 WHEREAS sound growth management and planning principles are best served by including entire parcels within a PAA NOW THEREFORE in consideration oftheir mutual covenants conditions and promises the PARTIES DO HEREBY AGREE as follows ITEM ONE ADDITION OF PROPERTY The Settlement Agreement is revised to include a portion of Pierce County parcel 052005 4046 a portion of the Lake Tapps Parkway as it extends from the west boundary of 182nd Ave East west to Auburn s existing Urban Growth Area and a portion of the natural gas pipe line parcel as noted in the attached Exhibit C Exhibit C attached hereto and incorporated by reference as if fully set forth herein shall provide both a graphical representation and a legal description for the parcels that are to be included in Auburn s UGA for urban services and incorporated into the area that Bonney Lake shall be the water purveyor for within Auburn s UGA as defined in the original settlement agreement between Auburn and Bonney Lake ITEM TWO REMAINING TERMS UNCHANGED That all other provisions of the Settlement Agreement between the parties executed on the 5th day of March 1998 shall remain unchanged and in full force and effect IN WITNESS WHEREOF the parties hereto have executed this Agreement as ofthe day and year first above written c c PETER B LEWIS Mayor Attest Attest 4d4J 6 IO Danielle E Daskam City Clerk Approved as to form IJ 1 e ionne City Attorney J s Addendum NO 1 to the March 1998 Auburn Boney Lake Settlement Agreement Page 2 of 2 lame Exhibit A Resolution No 3760 Page 2 of 4 EXHIBIT C ADDENDUM 1 AUBURN BONNEY LAKE SETTLEMENT AGREEMENT LEGAL DESCRIPTION OF AREA THAT PORTION OF SECTION 5 TOWNSHIP 20 NORTH RANGE 5 EAST W M IN PIERCE COUNTY WASHINGTON DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 5 THENCE WESTERLY ALONG THE SOUTH LINE OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 5 A DISTANCE OF 1360 FEET MORE OR LESS TO THE NORTHWESTERLY LINE OF THE LANDS CONVEYED TO EL PASO NATURAL GAS COMPANY BY DEED RECORDED UNDER PIERCE COUNTY AUDITOR S NUMBER 2410280 THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE A DISTANCE OF 1880 FEET MORE OR LESS TO THE NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 5 THENCE EASTERLY ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER A DISTANCE OF 700 FEET MORE OR LESS TO THE WEST LINE OF THE LANDS GRANTED TO PIERCE COUNTY FOR 182ND AVENUE EAST DESCRIBED IN DEED RECORDED UNDER PIERCE COUNTY AUDITOR S NUMBER 2257762 THENCE SOUTHERLY ALONG THE WEST LINE OF 182ND AVENUE EAST AS DESCRIBED IN SAID INSTRUMENT A DISTANCE OF 40 FEET MORE OR LESS TO THE SOUTH LINE OF THE LANDS CONVEYED TO PIERCE COUNTY IN DEED RECORDED UNDER AUDITORS FILE NUMBER 9902110924 THENCE WESTERLY ALONG LAST SAID SOUTH LINE AND ALONG THE SOUTH LINE OF THE LANDS CONVEYED TO PIERCE COUNTY IN DEED RECORDED UNDER AUDITORS FILE NUMBER 200405180889 AND DEPICTED IN MAP ON FILE IN THE OFFICE OF THE DIRECTOR OF PIERCE COUNTY PUBLIC WORKS AND UTILITIES IN TACOMA WASHINGTON ENTITLED LAKE TAPPS PARKWAY EAST RIGHT OF WAY PLAN CRP 5486 AND BEARING APPROVAL DATE OF NOVEMBER 17 2003 A DISTANCE OF 600 FEET MORE OR LESS TO THE EAST LINE OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 5 THENCE SOUTHERLY ALONG THE EAST LINE OF SAID WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 5 A DISTANCE OF 1220 FEET MORE OR LESS TO THE POINT OF BEGINNING i1 S aH ilu V I Yo 8 0 jendui dd c i Ge c ti iLDOC Exhibit A Resolution No 3760 Page 3 of 4 EXHIBIT C Addendum No 1 to the March 199B Auburn Boney Lake Settlement Agreement Page 1 of 2 EXHIBIT C AKE TAPPS P v q 0O EXHIBIT A RESOLUTION NO 3760 PAGE 4 OF 4 EXHIBIT C ADDENDUM NO 1 TO THE MARCH 98 AUBURN BONNEY LAKE SETTLEMENT AGREEMENT PAGE 2 OF 2 RESOLUTION NO 3886 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY AND NEW CINGULAR WIRELESS PCS LLC FOR THE PURPOSE OF LEASING PROPERTY FOR COMMUNICATION EQUIPMENT THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREBY RESOLVES as follows Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a Lease Agreement between the City and New Cingular Wireless PCS LLC in substantial conformity with the agreement attached hereto for the purpose of leasing property at 5702 South 316th Street Auburn for communication equipment A copy of said Agreement is attached hereto and denominated Exhibit A and incorporated herein by this reference Section 2 That the Mayor is authorized to implement such other administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon Resolution No 3886 August 3 2005 Page 1 c B eMDatedandSignedthisIIdayof 2005 OF AUBURN P TER B LEWIS MAYOR ATTEST aJdI t JDanielleEDaskam City Clerk AP VED AS TO FORM 1 f2J1 aniel B City Attorney Resolution No 3886 August 3 2005 Page 2 SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT Lease is by and between the Citv of Auburn a municipal corporation under the existing laws of the State of Washington having a mailing address of 25 West Main Auburn WA 98001 Landiord and New Cingular Wireless PCS LLC a Delaware limited liability company successor in interest to AT T Wireless Services of Washington LLC an Oregon limited liability company dba AT T Wireless by AT T Wireless Services Inc a Delaware corporation its Member having a mailing address of 6100 Atlantic Boulevard Norcross GA 30071 Tenant 1 Lease Aqreement a Landlord hereby leases to Tenant a portion of the real property legally described as follows THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 11 TOWNSHIP 21 NORTH RANGE 4 EAST W M EXCEPT THE WEST 663 FEET OF THE NORTH 663 FEET OF THE SOUTH 693 FEET THEREOF AND EXCEPT THE SOUTH 30 FEET THEREOF CONVEYED TO THE CITY OF AUBURN FOR SOUTH 316TH STREET BY INSTRUMENT RECORDED UNDER RECORDING NO 8503210865 AS PROVIDED BY RESOLUTION NO 1565 OF THE CITY OF AUBURN SITUATE IN THE CITY OF AUBURN COUNTY OF KING STATE OF WASHINGTON collectively referred to hereinafter as the Property The Lease includes the right to operate a personal communications service antenna installation on Landlord s property on the terms and conditions set forth herein b Tenant agrees to the Lease subject to the following terms and conditions Landlord hereby leases to Tenant the use of that portion of the Property as legally described as follows COMMENCING AT THE SOUTHEAST CORNER OF THE WEST 663 0 FEET OF THE NORTH 663 0 FEET OF THE SOUTH 693 0 FEET OF THE NORTHEAST ONE QUARTER OF THE SOUTHWEST ONE QUARTER OF SECTION 11 TOWNSHIP 21 NORTH RANGE 4 E W M THENCE NORTH 00 25 35 EAST ALONG THE EAST LINE OF SAID PARCEL 249 00 FEET THENCE SOUTH 89 0 34 25 EAST 40 00 FEET TO THE TRUE POINT OF BEGINNING THENCE CONTINUING SOUTH 89034 25 EAST 80 00 FEET THENCE SOUTH 0 0 25 35 WEST 75 00 FEET THENCE NORTH 89 0 34 25 WEST 80 00 FEET THENCE NORTH 0 0 25 35 EAST 75 00 FEET TO THE TRUE POINT OF BEGINNING SITUATED IN THE CITY OF AUBURN RECORDS OF KING COUNTY WASHINGTON collectively referred to hereinafter as the Lease Area The Lease Area located at 5702 South 316t Street Auburn Washinqton comprises approximately an area not to exceed 6 000 square feet c The Lease shall be nonexctusive and shall not preclude Landlord from granting a similar lease right license franchise etc to other carriers or other persons for telecommunications or any other purpose so long as the subsequent agreement protects Tenant s rights granted by this Lease d Landlord further hereby leases to Tenant the use of that portion of the Property as legallydescribedasfollows BEGINNING AT THE SOUTHEAST CORNER OF THE WEST 663 0 FEET OF THE NORTH 663 0 FEET OF THE SOUTH 693 0 FEET OF THE NORTHEAST ONE QUARTER OF THE SOUTHWEST ONE QUARTER OF SECTION 11 TOWNSHIP 21 NORTH RANGE 4 E W M THENCE NORTH o 0 25 35 EAST 249 00 FEET THENCE SOUTH 89 0 34 25 EAST 40 00 FEET THENCE SOUTH 0 025 35 WEST 75 00 FEET THENCE SOUTH 89 o 34 25 EAST 80 00 FEET THENCE SOUTH 0 25 35 WEST 47 00 FEET THENCE NORTH 89 034 25 WEST 90 00 FEET THENCE SOUTH o 0 25 35 WEST 40 00 FEET THENCE SOUTH 48 0 00 00 EAST 80 00 FEET THENCE SOUTH 23 0 30 00 EAST 33 60 FEET MORE OR LESS TO THE NORTH MARGIN OF SOUTH 316TH STREET THENCE SOUTH 88 039 09 WEST ALONG SAID NORTH MARGIN 103 52 TO THE POINT OF BEGINNING SITUATED IN THE CITY OF AUBURN RECORDS OF KING COUNTY WASHINGTON collectively referred to hereinafter as the Access and Utility Easement The Access and Utility Easement comprises approximately an area not to exceed 16 155 squarefeet 2 Term The initial term of this Lease shall be five 5 years commencing on September 1 2005 Commencement Date and terminating at midnight on the last day of the initial termInitialTerm 3 Antenna Facilities Tenant may use the Lease Area for the transmission and reception of radio communication signals and for the construction installation operation maintenance repair removal or replacement of related facilities necessary for the operation of a telecommunications facility as well as for access and utilities These facilities include an antenna tower not to exceed 150 feet in height and base together with a supporting outbuilding for housing of electronic equipment related to the antennas and wireless communications system and an emergency generator collectively the Antenna Facilities the maintenance of which shall not violate ACC 8 28 010 regarding noise 4 Rent Tenant shall pay Landlord as rent Twelve Thousand and no 100 dollars 12 000 00 per year Rent Rent shall be payable within twenty 20 days following the Commencement Date and thereafter the Rent will be payable yearly no later than the anniversary of the Commencement Date to Citv of Auburn Water Utility Fund Account Number 430 369 900 at Landlord s address specified in Section 12 below The Rent shall increase annually over the Rent payable the preceding year in proportion to the increase of the All Items category of the Consumer Price Index for Urban Wage Earners and Clerical Workers publishedbytheBureauofLaborStatisticsoftheUSDepartmentofLaborforSeattleEverettMetropolitanAreatheIndexThefirstadjustmentshallbebasedontheamountifanybywhichtheIndex for the 12month of the Lease term has increased over the Index for the month preceding the commencement of the lease term Subsequent adjustments will be based on the amount if anybywhichtheIndexforeachsubsequent12monthoftheLeasetermhasincreasedoverthe Index for the 12 month of the preceding 12 month period It shall be the responsibility of the Landlord to track the CPI and notify the Tenant of increases or reductions in the Rent Landlord shall notify Tenant within 90 days of the commencement of the Renewal Term as to the revised rate at which the Rent shall be increased annually thereafter Landlord will invoice Tenant for back Rent due or refund over payment as necessary to correct the payment received for the first year of the Renewal Term If at any time the CPi ceases to incorporate a significant number of items if a substantial change is made in the method of establishing the CPI or if issuance of the CPI shall be discontinued then the Landlord and Tenant shall mutually agree upon another standard recognized cost of living index issued by the United States Government provided that if the parties cannot reach agreement on such other standard cost of living index then the Landlord shall select the index closest to the CPI In either case the substitute index chosen shall result in increases in the Rent similar to those that had been or would have been generated by the CPI If this Lease is terminated at a time other than on the anniversary of the Commencement Date Rent shall be prorated as of the date of termination for any reason other than a default by Tenant and all prepaid Rent shall be refunded to Tenant within sixty 60 days 5 Renewal Tenant may extend this Lease for 5 additional five year terms each a Renewal Term Each Renewal Term shall be on the same terms and conditions as set forth herein including the Rent increase set forth in Section 4 above This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord in writing of Tenants intention not to renew this Lease at least ninety 90 days prior to the expiration of the Initial Term or any Renewal Term Landlord may during any Renewal Term notify Tenant in writing of Landlord s intention not to renew this Lease for an additional Renewal Term which notice shall be provided to Tenant at ieast one hundred and eighty 180 days prior to the expiration of the then in effect Renewal Term Landlord may during the final one hundred and eighty 180 days of the Initial Term or any Renewal Term conduct a market survey to determine the fair market value of the Lease The Rent for the next Renewal Term will be established by the results of the market survey with each subsequent years Rent governed by the terms of Section 4 however under no circumstance will the Rent decrease as a result of the market survey below the amount of the most recently established rate in existence prior to the market survey If Landlord and Tenant cannot reach agreement on the Rent for the next Renewal Term prior to the end of the initial or any renewal term the Lease will not renew IfTenant shall remain in possession of the Lease Area at the expiration of this Lease or any Renewal Term without a written agreement such tenancy shall be deemed a month to month tenancy under the same terms and conditions of this Lease 6 Interference Tenant and Landlord shall not operate in a manner which interferes with the other party s operations on the Property Tenants Antenna Facilities and the use thereof shall not interfere with the use of any other communication or similar equipment of any kind and nature owned or operated by Landlord or other iessee licensees franchisees etc existing and operating on the Property prior in time to the commencement of this Lease and subsequent to the installation by Tenant of the Antenna Facilities Landlord agrees to exercise reasonable care to assure equipment of subsequent providers leasing space on the Property does not interfere with Tenants Antenna Facilities operations The Landlord however is not in any way responsible or liable for any interference with Tenants use of Landlords Property which may be caused by the use and operation of any other tenants equipment even if caused by new technology so long as such equipment continues to operate within its existing frequencies and in compliance with all applicabie laws and FCC rules and regulations In the event there is interference between Tenant and any third party such interference will be resolved by and between the parties affected however if such interference cannot be resolved to Tenant s satisfaction within forty eight 48 hours from commencement of such interference then the parties acknowledge that Tenant will suffer irreparable injury and therefore Tenant will have the right in addition to any other rights that it may have at law or in equity to terminate this Lease upon 30 days notice to Landlord and restore the Landlord s Property to its original condition reasonable wear and tear and loss due to casualty or other causes beyond Tenants control excepted 7 Improvements Utilities Access a Tenant shall have the right at its expense to erect and maintain on the Lease Area improvements personal property and facilities necessary to operate its communications system including antenna tower and base radio transmitting and receiving antennas and related cables and conduits equipment shelters and or cabinets and related cables and utility lines and a location based system including coaxial cable base units and other associated equipment as such location based system may be permitted by any cpunty state or federal agency department Tenant shall have the right to alter replace and expand within the confines of the Lease Area as defined in Section 1 and without interference to other providers tenants enhance and upgrade the Antenna Facilities at any time during the term of this Lease Tenant shall cause all construction to occur lien free and in compliance with all applicable laws and ordinances Landlord acknowledges that it shall not interfere with any aspects of construction including attempting to direct construction personnel as to the location of or method of installation of the Antenna Facilities The Antenna Facilities shall remain the exclusive properly of Tenant Tenant shall have the right to remove the Antenna Facilities at any time during and upon the expiration or termination of this Lease b Tenant shall at its sole expense secure the Lease Area with a perimeter security fence including a gate at the entrance c Tenant shall at Tenant s expense keep and maintain the Lease Area and Antenna Facilities now or hereafter located on the Property in commercially reasonable condition and repair during the term of this Lease normal wear and tear and loss due to casually or other causes beyond Tenants control excepted Upon termination or expiration of this Lease the Lease Area and Antenna Facilities areas shall be returned to Landlord in good usable condition normal wear and tear and loss due to casualty or other causes beyond Tenants control excepted within ninety 90 days d Tenant shall have the right to install utilities power and telephone at Tenant s expense and to improve the present utilities on the Property including but not limited to the installation of emergency power generators Landlord agrees to cooperate with Tenant in its reasonable efforts to acquire necessary utility service Tenant shall wherever practicable install separate meters for utilities used on the Property by Tenant Landlord shall diligently correct any variation interruption or failure of utility service within Landlord s control e Tenant shall have 24 hours a day 7 days a week access to the Lease Area Access at all times during the Initial Term of this Lease and any Renewal Term In the event Landlord its employees or agents unreasonably deny Access to Tenant its employees or agents Tenant shall without waiving any other rights that it may have at law or in equity deduct from Rent amounts due under this Lease an amount equal to Fifty and no 100 Dollars 50 00 per day for each day that Access is impeded or denied 8 Termination Except as otherwise provided herein this Lease may be terminated without any penalty or further liability as follows a upon thirty 30 days written notice by Landlord if Tenant fails to cure a default for payment of amounts due under this Lease within that thirty 30 day period b immediately if Tenant is unable to obtain maintain or otherwise forfeits or cancels any license including without limitation an FCC license permit or any Governmental Approval necessary to the installation and or operation of the Antenna Facilities or Tenants business c upon ninety 90 days written notice by Tenant if the Lease Area or the Antenna Facilities are or become unacceptable under Tenant s design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong e at the time title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient in Tenants determination to render the Lease Area unsuitable for Tenants use Landlord and Tenant shall each be entitled to pursue their own separate awards with respect to such taking I Landlord may terminate this Lease if Landlord needs the Lease Area for expansion of Landlord s responsibility to provide its services and Landlord has no reasonable or economical altemative site available provided Landlord provides Tenant written notice twelve 12 months in advance of Landlord s need to re establish Landlord s sole use of the Lease Area UponTenantsreceiptofwrittennoticeTenantshallhavesix6monthstosubmittoLandlord alternative locations for its Antenna Facilities Such alternative locations may be on the Property or other properties owned or managed by Landlord Landlord shall evaluate such altematives and advise Tenant in writing if one or more of the alternatives is suitable to accommodate Tenants Antenna Facilities To be a suitable altemative location such location will not unreasonably result in any interruption of the communications service of Tenant on Landlord s Property nor will it impair or in any manner alter the quality of communications service provided by Tenant on and from Landlord s owned or managed properties Tenant shall submit additional relevant information to assist the Landlord in making such evaluation Landlord shall give each altemative location proposed by Tenant full and fair consideration within a reasonable time so as to allow for the relocation work to be performed in a timely manner If in Tenant s reasonable judgment no suitable altemative location can be found Tenant shall remove its Antenna Facilities as otherwise provided in this Section 7 c of this Lease If an altemative location for Tenants Antenna Facilities is found Landlord and Tenant agree to enter into a new Lease Agreement with the same terms and conditions of this Lease gJ If during the term of this Lease there is a determination made pursuant to an official unappealable order of the Federal Communications Commission or any other applicable law order ordinance regulation directive or standard as stated above that use of the Antenna Facilities by the Tenant poses a human health hazard which cannot be remediated then a Tenant shall immediately cease all operations of the Antenna Facilities and b the Lease shall terminate as of the date of such order without further liability If for reasons related to publichealthsafetyorwelfareLandlorddeterminesthatthisLeasemustbeterminatedthenLandlord reserves rights of unilateral termination and will do so by providing Tenant with a six 6 month written notice h Tenant shall be entitled to a pro rata refund of its prepaid Rent for any termination of this Lease by Landlord pursuant to Subsection 8 1 or 8 g 9 Default and Rioht to Cure Notwithstanding anything contained herein to the contrary and without waiving any other rights granted to it at law or in equity each party shall have the rightbutnottheobligationtoterminatethisLeaseonwrittennoticepursuanttoSection12hereofto take effect immediately if the other party i fails to perform any covenant for a period of thirty30daysafterreceiptofwrittennoticethereoftocureoriicommitsamaterialbreachofthis Lease and fails to diligently pursue such cure to its completion after sixty 60 days written nptice to the defaulting party 10 Taxes Landlord shall pay when due all real property taxes or other fees and assessments for the Property including the Lease Area In the event that Landlord fails to pay any such real property taxes or other fees and assessments Tenant shall have the right but not the obligation to pay such owed amounts and deduct them from Rent amounts due under this Lease Notwithstanding the foregoing Tenant shall pay any personal property tax State leasehold tax excise tax real property tax or any othertax or fee which are directly attributable to the presence or installation of Tenants Antenna Facilities only for so long as this Lease has not expired of its own terms or is not terminated by either party Landlord hereby grants to Tenant the right to challenge whether in a Court Administrative Proceeding or other venue on behalf of Landlord and or Tenant any personal property or real property tax assessments State leasehold d immediately upon written notice by Tenant if the Lease Area or the Antenna Facilities are destroyed or damaged so as in Tenants reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities In such event all rights and obligations of the parties shall cease as of the date of the damage or destruction and Tenant shall be entitled to the reimbursement on a prorated basis of any Rent prepaid by Tenant If Tenant elects to continue this Lease then all Rent shall abate until the Lease Area and or the Antenna Facilities are restored to the condition existing immediately prior to such damage or destruction or e at the time title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient in Tenants determination to render the Lease Area unsuitable for Tenants use Landlord and Tenant shall each be entitled to pursue their own separate awards with respect to such taking f Landlord may terminate this Lease if Landlord needs the Lease Area for expansion of Landlord s responsibility to provide its services and Landlord has no reasonable or economical alternative site available provided Landlord provides Tenant written notice twelve 12 months in advance of Landlord s need to reestablish Landlord s sole use of the Lease Area Upon Tenants receipt of written notice Tenant shall have six 6 months to submit to Landlord alternative locations for its Antenna Facilities Such alternative locations may be on the Property or other properties owned or managed by Landlord Landlord shall evaluate such alternatives and advise Tenant in writing if one or more of the alternatives is suitable to accommodate Tenants Antenna Facilities To be a suitable alternative location such location will not unreasonably result in any interruption of the communications service of Tenant on Landlord s Property nor will it impair or in any manner alter the quality of communications service provided by Tenant on and from Landlord s owned or managed properties Tenant shall submit additional relevant information to assist the Landlord in making such evaluation Landlord shall give each alternative location proposed by Tenant full and fair consideration within a reasonable time so as to allow for the relocation work to be performed in a timely manner If in Tenants reasonable judgment no suitable alternative location can be found Tenant shall remove its Antenna Facilities as otherwise provided in this Section 7 c of this Lease If an alternative location for Tenants Antenna Facilities is found Landlord and Tenant agree to enter into a new Lease Agreement with the same terms and conditions of this Lease g If during the term of this Lease there is a determination made pursuant to an official unappealable order of the Federal Communications Commission or any other applicable law order ordinance regulation directive or standard as stated above that use of the Antenna Facilities by the Tenant poses a human health hazard which cannot be remediated then a Tenant shall immediately cease all operations of the Antenna Facilities and b the Lease shall terminate as of the date of such order without further liability If for reasons related to public health safety or welfare Landlord determines that this Lease must be terminated then Landlord reserves rights of unilateral termination and will do so by providing Tenant with a six 6 month written notice h Tenant shall be entitled to a pro rata refund of its prepaid Rent for any termination of this Lease by Landlord pursuant to Subsection 8 f or 8 g 9 Default and Rioht to Cure Notwithstanding anything contained herein to the contrary and without waiving any other rights granted to it at law or in equity each party shall have the right but not the obligation to terminate this Lease on written notice pursuant to Section 12 hereof to take effect immediately if the other party i fails to perform any covenant for a period of thirty 30 days after receipt of written notice thereof to cure or ii commits a material breach of this Lease and fails to diligently pursue such cure to its completion after sixty 60 days written notice to the defaulting party 10 Taxes Landlord shall pay when due all real property taxes or other fees and assessments for the Property including the Lease Area In the event that Landlord fails to pay any such real property taxes or other fees and assessments Tenant shall have the right but not the obligation to pay such owed amounts and deduct them from Rent amounts due under this Lease Notwithstanding the foregoing Tenant shall pay any personal property tax State leasehold tax excise tax real property tax or any other tax or fee which are directly attributable to the presence or installation of Tenants Antenna Facilities only for so long as this Lease has not expired of its own terms or is not terminated by either party Landlord hereby grants to Tenant the right to challenge whether in a Court Administrative Proceeding or other venue on behalf of Landlord and or Tenant any personal property or real property tax assessments State leasehold tax or excise tax that may affect Tenant If Landlord receives notice of any personal property or real property tax assessment State leasehold tax or excise tax against the Landlord which may affect Tenant and is directly attributable to Tenants installation Landlord shall provide timely notice of the assessment to Tenant sufficient to allow Tenant to consent to or challenge such assessment Further Landlord shall provide to Tenant any and all documentation associated with the assessment and shall execute any and all documents reasonably necessary to effectuate the intent of this Section 10 11 Insurance and Subrooation and Indemnification a Tenant shall provide Commercial General Liability Insurance naming Landlord the City of Auburn as additional insured in an aggregate amount of Two Million and no 100 dollars 2 000 000 00 Tenant may satisfy this requirement by obtaining the appropriate endorsement to any master policy of liability insurance Tenant may maintain b Tenant shall indemnify protect defend and hold Landlord and its employees and agents harmless from and against any and all claims liabilities judgments costs damages and expenses including reasonable attorney s fees arising out of or in any way related to Tenants operation of the Antenna Facilities including but not limited to the installation maintenance operation or removal thereof except to the extent that such claim liability judgment cost damage or expense arises out of the negligent act or omission or willful misconduct of Landlord or its employees or agents Landlord shall not be liable to Tenant its agents employees and contractors for damage to the Antenna Facilities or any other property belonging to Tenant from any cause except for any damage caused by the negligent act or omission or willful misconduct of Landlord or its employees or agents Tenant waives all claims against Landlord and its employees and agents for damage to persons or Antenna Facilities or property arising for any reason other than a claim based on the negligent act or omission or willful misconduct of Landlord or its employees or agents Landlord and its employees and agents shall have no liability to Tenant for any interruption of any utility service unless caused by the negligent act or omission or willful misconduct of Landlord or its employees or agents Should a court of competent jurisdiction determine that this Lease is subject to RCW 4 24 115 then in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Tenant and the Landlord its officers officiais employees and volunteers the Landlord s liability hereunder shall be only to the extent of the Landlord s negligence It is further specifically and expressly understood that the indemnification provided herein constitutes the Tenants waiver of immunity under Industrial Insurance Title 51 RCW solely for the purposes of this indemnification This waiver has been mutually negotiated by the parties The provisions of this section shall survive the expiration or termination of this Lease 12 Notices All notices requests demands and other communications shall be in writing and are effective three 3 days after deposit in the U S mail certified and postage paid or upon receipt if personally delivered or sent by next business day delivery via a nationally recognized overnight courier to the addresses set forth below Landlord or Tenant may from time to time designate any other address for this purpose by providing written notice to the other party If to Tenant to With a copv to co Cingular Wireless LLC Atln Network Real Estate Administration 6100 Atlantic Boulevard Norcross GA 30071 Re Site SS02 Aubum Cingular Wireless PCS LLC Atln Legal Department 15 East Midland Avenue Paramus NJ 07652 Re Site SS02 Auburn Ifto Landlord to wnh a copv to Public Works Director City of Auburn 25 West Main St Auburn WA 98001 City Attorney City of Auburn 25 West Main St Auburn WA 98001 13 Quiet Eniovment Title and Authoritv Landlord covenants and warrants to Tenant that i Landlord has full right power and authority to execute this Lease i1 it has good and unencumbered title to the Properly free and clear of any liens or mortgages except those disclosed to Tenant and which will not interfere with Tenants rights to or use of the Lease Area and i1i execution and performance of this Lease will not violate any laws ordinances covenants or the provisions of any mortgage lease or other agreement binding on Landlord 14 Environmental Laws Landlord represents that it has no knowledge of any substance chemical or waste collectively Hazardous Substance on the Properly that is identified as hazardous toxic or dangerous in any applicable federal state or local law or reguiation Landlord and Tenant shall not introduce or use any Hazardous Substance on the Property in violation of any applicable law Landiord shall be responsible for and shall promptly conduct any investigation and remediation as required by any applicable environmental laws for all spills or other releases of any Hazardous Substance not caused in whole or in part by Tenant that have occurred or which may occur on the Property Each parly agrees to defend indemnify and hold harmless the other from and against any and all administrative and judicial actions and rulings claims causes of action demands and liability collectively Claims including but not limited to damages costs expenses assessments penalties fines losses judgments and reasonable attorney fees that the indemnnee may suffer or incur due to the existence or discovery of any Hazardous Substances on the Properly or the migration of any Hazardous Substance to other properties or the release of any Hazardous Substance into the environment collectively Actions that relate to or arise from the indemnitor s activities on the Property Landlord agrees to defend indemnify and hold Tenant harmless from Claims resulting from Actions on the Property not caused by Landlord or Tenant prior to and during the Initial Term and any Renewal Term of this Lease The indemnifications in this section specifically include without limitation costs incurred in connection with any investigation of site conditions or any cleanup remedial removal or restoration work required by any governmental authority This Section 14 shall survive the termination or expiration of this Lease 15 Assionment and Subleasino All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs legal representatives successors and assigns This Lease shall not be assigned by Tenant without the express written consent of Landlord which consent shall not be unreasonably withheld delayed or conditioned Any attempted assignment in vioiation of this Section shall be void The transfer of the rights and obligations of Tenant to a parent subsidiary or other affiliate of Tenant or to any successor In interest or entity acquiring fifty one percent 51 or more of Tenants stock or assets shall not be deemed an assignment Tenant shall give to Landlord thirty 30 days prior written notice of any such transfer Additionally Tenant may upon notice to Landlord mortgage or grant a security interest in this Lease and the Antenna Facilities and may assign this Lease and the Antenna Facilities to any mortgagees or holders of security interests including their successors or assigns collectivelyMortgageesprovidedsuchMortgageesagreetobeboundbythetermsandprovisionsofthis Lease In such event Landlord shall execute such consent to leasehold financing as mayreasonablyberequiredbyMortgageesLandlordagreestonotifyTenantandTenants Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant or to remove any property of Tenant or Mortgagees located on the Lease Area except that the cure period for any Mortgagees shall not be less than thirty 30 daysafterreceiptofthedefaultnoticeasprovidedinSection9ofthisLeaseAllsuchnoticesto Mortgagees shall be sent to Mortgagees at the address specified by Tenant Failure by Landlord to give Mortgagees such notice shall not diminish Landlord s rights against Tenant but shall preserve all rights of Mortgagees to cure any default and to remove any property of Tenant or Mortgagees located on the Lease Area The Lease Area shall be used exclusively as a site for a wireless telecommunications facility The Tenant may allowuse of all or a portion of the Lease Area or their Antenna Facilities by others with prior written approval of the Landlord 16 Removal of Antenna Facilities The Antenna Facilities are and shall remain the propertyoftheTenantandupontheexpirationorearlierterminationofthisLeaseTenantshallatTenantssolecostandexpenseremovetheAntennaFacilitiesandrestoretheLeaseAreatoits original condition normal wear and tear and loss due to casualty or other causes beyondTenantscontrolexcluded 17 Miscellaneous a The substantially prevailing party in any litigation including any arbitration to which the parties shall submit arising hereunder shall be entitled to its reasonable attorneys fees and court costs including appeals if any b This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers negotiations and other agreements There are no representations or understandings of any kind not set forth herein Any amendments to this Lease must be in writingandexecutedbybothpartiesAtsuchtimeastheAuburnCityCouncilapprovesanyregulationaffectingtelecommunicationsTenantagreestoamendthisLeaseasdeterminedbythe Landlord in order to compiy with any future ordinance related to telecommunications providedhoweverthatinnoeventshallsuchregulationimateriallyinterferewithoraffectTenants operation of its Antenna Facilities or iI increase Tenants financial obligations under the terms of this Lease except as provided herein or impose some new financial obligations not alreadycontemplatedbythisLeaseNoamendmentchangeormodificationofthisLeaseshallbevalid unless in writing and signed by all parties hereto c Each party agrees to cooperate with the other in executing any documents including a Memorandum of Lease in substantially the form attached hereto as Exhibit A necessary to protect its rights or use of the Lease Area The Memorandum of Lease may be recorded in placeofthisLeasebyeitherpartyIntheeventthePropertyisencumberedbyamortgageordeedof trust Landlord agrees upon request of Tenant to obtain and furnish to Tenant a non disturbance and attornment agreement for each such mortgage or deed of trust in a form reasonablyacceptabletoTenantTenantmayobtaintitleinsuranceonitsinterestintheLeaseArea d This Lease shall be construed in accordance with the laws of the state in which the Property is located e If any term of this Lease is found to be void or invalid such finding shall not affect the remaining terms of this Lease which shall continue in full force and effect The parties agree thatifanyprovisionsaredeemednotenforceabletheyshallbedeemedmodifiedtotheextent necessary to make them enforceable No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party No waiver shall be impliedbydelayoranyotheractoromissionofeitherpartyNowaiverbyeitherpartyofanyprovisionof this Lease shall be deemed a waiver of such provision with respect to any subsequent matterrelatingtosuchprovision f The persons who have executed this Lease represent and warrant that they are dulyauthorizedtoexecutethisLeaseintheirindividualorrepresentativecapacityasindicated gl This Lease may be executed in any number of counterpart copies each of which shall be deemed an original but all of which together shall constitute a single instrument h All Exhibits referred to herein and any Addenda are incorporated herein for all purposesThepartiesunderstandandacknowiedgethatExhibitAMemorandumofLeaseisattachedtothisSiteLeaseAgreementThetermsofallExhibitsareincorporatedhereinforallpurposes i If Landlord is represented by any broker or any other leasing agent Landlord is responsible for all commission fees or other payment to such agent and agrees to indemnify andholdTenantharmlessfromallclaimsbysuchbrokeroranyoneclaimingthroughsuchbrokerIf Tenant is represented by any broker or any other leasing agent Tenant is responsible for all commission fee or other payment to such agent and agrees to indemnify and hold Landlord harmless from all claims by such broker or anyone claiming through such broker 18 Headinos The caption and paragraph headings used in this Lease are inserted for convenience of reference only and are not intended to define limit or affect the interpretation or construction of any term or provision hereof 19 Liens Except with respect to activities for which Landlord is responsible Tenant shall pay as due all ciaims for work done on and for services rendered or material furnished to the Antenna i1ity and shall keep the Antenna Facility free from all liens burrL r lBy Its SEP 1 9 2005 Taxpayer ID Number 9 00 122 g Date TENANT New Cingular Wireless PCS LLC a Delaware limited liability company By Print Name SOLl Its Ll R f vr e A Date I acknowledgements to follow on next page STATE OF bJA COUNTY OF k IJ e ss I certify that I know or have satisfactory evidence that Ate 13 JL h1s the personwhoappearedbeforemeandsaidpersonacknowledgedthathesignedthisinstrumentonoath stated at he was authorized to execute the strument and acknowledged it as theatofhoffttbtrl1tobethefreeandvoluntaryactofsuchpartyfortheusesandpurposesmentionedin the instrument fDatedI 20GJ 1J lONotaryPublic Print Name 2 6111 lie G JJ IU residing at GrllA CJ My commission expires itJ Z S 7 r IIIIfQssOTdI O orq OS J ofmrIIftLtC I i 0 0 07 OI76tjSl Use this space for notary stamp seal STATE OF w 1I1A6mN ss COUNTY OF VAy I certify that I know or have satisfactory evidence that IE Vdtt AUI is the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the instrument and acknowledged it as the N1T1e lJJldTtJR of New Cinguiar Wireless PCS LLC the limited liability companytobethefreeandvoluntaryactofsuchpartyfortheusesandpurposesmentionedinthe instrument Dated IcJ Ofj o ry Public Print Name residing at JfJ rrte IAfiMycommissionexpirest 1NotaryPublic State of Woshlngton HEATHER MAREE VtllilGHT Y AppoIntment Expires Mar 14 2009 Use this space for notary stamp seal Exhibit A MEMORANDUM OF LEASE to the Site Lease Agreement executed on the jtc day of s l 2005 by and between the City of Auburn as Landlord and New Cingular Wireless PC LLC as Tenant MOL to follow on next page Return to Graham Dunn PC Busch Pier 70 2801 Aiaskan Way Suite 300 Seattle WA 98121 Re Cell Site SS02 Cell Site Name Auburn State Washington County King MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is by and between the City of Auburn a municipal corporation under the existing laws of the State of Washington having a mailing address of 25 West Main Auburn WA 98001 Landlord and New CinQular Wireless PCS LLC a Delaware limited liability company having a mailing address of 6100 Atlantic Boulevard Norcross GA 30071 Tenant 1 Landl d and Tenant entered into a certain Site Lease Agreement Lease on the9dayoft2005forthepurposeofinstallingoperatingand maintaining a comm nications faCility and other improvements All of the foregoing are set forth in the Lease 2 Landlord is leasing to Tenant a portion of the Property described in Exhibit A annexed hereto 3 The initial term of the five 5 years commences on September 1 2005 The Lease will automatically renew for five 5 separate consecutive periods of five 5 years each upon the same terms and conditions of the Lease unless Tenant notifies Landlord in writing of Tenants intention not to renew the Lease at least ninety 90 days prior to the expiration of the existing term Unless earlier terminated the Lease will expire on August 31 2035 4 This Memorandum of Lease is not intended to amend or modify and shall not be deemed or construed as amending or modifying any of the terms conditions or provisions of the Lease all of which are hereby ratified and affirmed In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Lease the provisions of the Lease shall control 5 The Lease shall be binding upon and inure to the benefit of the parties and their respective heirs successors and assigns subject to the provisions of the Lease IN WITNESS WHEREOF the parties have executed this Memorandum of Lease as of the day and year first above written 0 By 1PrintName Its cv4tD71VM L2 JI dfiDatetooS acknowledgements to follow on next page STATE OF tu4 COUNTY OF I V ss I certify that I know or have satisfactory evidence that tey g LeiSis the personwhoappearedbeforemeandsaidpersonacknowledgedthathesignedthisinstrumentonoathstatedthathewasauthorizedtoexecutetheinstrumentandacknojllledgeditastheIIAfUofGiiroTlubur1tobethefreendvoluntaryactofsuchpartyfortheusesandpurposesmentionedinthe instrument Jrd 9Dated s f jCfJA Notary Public 1PrintName1llliCEt2Sa f11 residing at E11 IUd My commission expires IJ 2 Z7 7 w ELLe 1 O IIIS810 0 VNOJd t 0eoLdWjlcCotoG0s007IfAO Use this 8106 OI1lotary stamp seal STATE OF Jtt4W nlAJ ss COUNTYOF AVU4 I certify that I know or have satisfactory evidence that E nA kolJ is the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the instrument and acknowledged it as theEltEWTInill7ofNewCingularWirelessPCSLLCthelimitedliabilitycompanytobethefreeandvoluntaryactofsuchpartyfortheusesandpurposesmentionedintheinstrument Dated 0 05 Notory PubNc Stole ot WoshlngtonHEATHERMAREEWRIGHT AppoIntment Expires Mar 14 2009 Use this space for notary stamp seal N ary Public Pn t Name residing at My commission expires EXHIBIT A DESCRIPTION OF PROPERTY to the Memorandum of Lease executed on the qJ day of 1 2005 by and between the City of Auburn as Landlord and New Cingular Wireless PC LLC as Tenant The Property is described and or depicted as follows THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 11 TOWNSHIP 21 NORTH RANGE 4 EAST W M EXCEPT THE WEST 663 FEET OF THE NORTH 663 FEET OF THE SOUTH 693 FEET THEREOF AND EXCEPT THE SOUTH 30 FEET THEREOF CONVEYED TOTHE CITY OF AUBURN FOR SOUTH 316TH STREET BY INSTRUMENT RECORDED UNDER RECORDING NO 8503210865 AS PROVIDED BY RESOLUTION NO 1565 OF THE CITY OF AUBURN SITUATE IN THE CITY OF AUBURN COUNTY OF KING STATE OF WASHINGTON Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 111111 111111111111 I 20060210002255 PACIFIC NW TIT INTERLOCA 44 00 PAGE001 OF 013 0Z 10 Z006 15 46 I OU RECORDER S COVER SHEET Document Title s or transactions contained therein RJN 3 A dInterlocalAgreementResolutionNo3817CNiQ @144 Reference Number s of Documents assigned or released DAdditional reference s on page of document Grantor s Borrower s Last name first then first name and initials Auburn City of Grantee Assignee Beneficiary Last name first 1 Covington Water District 2 King County Water District No 111 Legal Description abbreviated ie lot block plat or section township range PER RCW 39 34 D Additional legal is on page of document Assessor s Property Tax Parcel Account Number N A o Assessor Tax not yet assigned Said document s were fNed forrecordbyPacificNorthwestTitieasmodationonlyIthasnotbeenexaminedastoproperexeouttonorastoitsaffectupontitle RESOLUTION NO 3817 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERiM WATER SALES AGREEMENT BETWEEN THE CITY OF AUBURN AND COVINGTON WATER DISTRICT AND WATER DISTRICT NO 111 WHEREAS the City Council of the City of Auburn Washington adopted Resolution No 3482 on June 17 2002 authorizing the execution of an Interim Water Sales Agreement between Covington Water District Covington King County Water District No 111 WD 111 and the City of Auburn Auburn under the authority of their respective enabling legislation and under the authority of Chapter 39 34 RCW the Interlocal Cooperation Act and WHEREAS the parties desire to continue the intent of the Agreement to avoid unpredictable water sales and create a predictable and reliable cost for wholesale water to be sold by Auburn to Covington and WD 111 and WHEREAS it is in the public interest for the parties herein to continue the intent of the interim water sales agreement and WHEREAS this Agreement supersedes and replaces the Interim Water Sales Agreement between Auburn Covington and WD 111 which was approved by Resolution No 3482 and executed on June 17 2002 NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Resolution No 3817 January 28 2005 Page Section 1 The Mayor is hereby authorized to execute an Interim Water Sales Agreement between Auburn and Covington and WD 111 in substantial conformity with the agreement attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 That the Mayor is authorized to implement such other administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon Dated and Signed this J J day of 1 J 7 2005 C FA PE ER B LEWIS MAYOR ATTEST l f I2Pdf Daliielle E Daskam City Clerk APPF3OVED AS TO FORM t1I I 1fiii Resolution No 3817 January 28 2005 Page 2 Exhibit A INTERIM WATER SALES AGREEMENT between COVINGTON WATER DISTRICT KING COUNTY WATER DISTRICT NO 111 and the CITY of AUBURN This Agreement Agreement is made and entered into this V Ilt day of February 2005 by and between Covington Water District Covington a Municipal Corporation King County Water District No 111 WD III a Municipal Corporation collectively referred to herein as the Districts and the City of Auburn Auburn a Municipal Corporation Recitals A The parties to this Agreement are also parties to Interlocal Agreement 2 for the Lea Hilllntertie Project between Covington Water District King County Water District 111 and the City of Auburn IA2 B The parties desire to avoid unpredictable water sales and create a predictable and reliable cost for wholesale water to be sold by Auburn to the Districts C By guaranteeing a minimum purchase of water for a given period of time ie a take or pay approach the cost of water which to a significant extent is based on peaking factors can be minimized for all of Auburn s customers Exhibit A Resolution 3817 1 D This Agreement is intended to establish a rate for a fixed block of water for the mutual benefit of the parties of this Agreement E It is in the interest of the Districts to have a predictable supply of water available and in Auburn s interest to have a predictable and consistent source of revenue from the sale of such water F The parties are authorized to enter into this Agreement under the authority of their respective enabling legislation and under the authority of Chapter 39 34 RCW the Interlocal Cooperation Act G The 1 5 million gallons of water per day MGD take or pay water provided for in this Agreement is a portion of and not in addition to the 5 MGD as addressed in 1A2 Now therefore in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the adequacy of which is hereby acknowledged the parties hereby agree as follows 1 TAKE OR PAY The Districts agree to purchase an average of 1 5 MGD of water from Auburn on a take or pay basis Take or pay shall mean that the Districts shall pay for 1 5 MGD whether or not the water is actually taken by the Districts the take or pay water also referred to in this Agreement as the Block of water provided Exhibit A Resolution 3817 2 the Block of water may be modified as set forth in Paragraph 5 Annual Review and Adjustment herein If the Districts cannot accept 1 5 mgd due to an emergency as defined in Paragraph 7 they will be billed for the water they receive at the Block rate CHARGES FOR WATER The Districts shall pay the rate per one hundred cubic feet of water CCF for the 1 5 MGD Block shown in Exhibit 1 attached hereto which is by this reference incorporated except as further addressed in Paragraph 3 herein Any water taken in excess Excess Water during the summer June 1 through September 30 shall be billed at the summer overage rate shown in Exhibit 1 Any water taken during an emergency within the Covington and or WD 111 systems as defined in Paragraph 7 shall be billed at the 1 5 mgd Block rate Auburn shall send one monthly bill to WD 111 for all water purchased by the Districts ID QUANTITY AVAILABLE DELIVERED The 1 5 MGD Block of water shall be defined as a block of water to be delivered at an average rate of 1 5 MGD measured over a rolling 3 day period with total quantities delivered within any single day being no more than 10 more or less than 1 5 MGD at the Auburn Intertie Pump Station meter Master Meter If the Districts are unable for any reason to accept the Block of water the minimum monthly payment shall be 1 5 MGD multiplied by the rate then in effect pursuant to Paragraph 2 above If Auburn is Exhibit A Resolution 3817 3 unable to deliver the amount of water requested by the Districts up to the Block of water then Auburn will bill the Districts for the amount of water actually delivered at the block rate pursuant to Paragraph 2 above For the take or pay water Block provided for herein the Districts will be served on the same basis and with the same reliability as service is provided to Auburn s retail customers and any curtailment restrictions or limitations on delivery shall be on same basis as curtailment restrictions or limitations on delivery to Auburn s retail customers ANNUAL TRUE UP OF THE TAKE OR PAY QUANTITY DELIVERED The Master Meter is located at the Lea Hill Intertie Pump Station to measure the flow of water The Master Meter will be read in January of each year to adjust for differences between the Master Meter and the water calculated to have been sold under this take or pay agreement Billing for differences between the Master Meter and the calculated quantities will be charged or credited at the take or pay rate to the District s accounts ID ANNUAL REVIEW AND ADJUSTMENT The initial Block of 1 5 MGD shall remain in effect through December 31 2010 Each year the take or pay Block may be increased by mutual agreement By September 1 of each year the Districts shall notify Auburn of their Exhibit A Resolution 3817 4 intent to continue without change or request an increase in the Block quantity Any requested change in the Block quantity would be effective January 1 of the year following the request In the event that neither party communicates its intent under this provision the Block shall be deemed to continue unchanged ill TERM This Agreement shall remain in full force and effect from the first day of the month following the execution of this Agreement through December 31 2010 provided that this Agreement shall automatically be renewed for an additional year at the conclusion of the term of this Agreement or any extension thereof unless any party provides the others with notice of an intent not to extend this Agreement which notice shall be received by the other parties not less than one year prior to the expiration of the term of this Agreement or any extension thereof The termination of this Agreement shall not affect any rights or obligations under IA2 Il EMERGENCIES For purposes of this Agreement an emergency shall be defined as resulting from a water shortage a major water line break fire demand contamination to the water supply system mechanical equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other mutually agreed upon emergency within the water supply system An emergency period shall be for no more than five 5 working days without written request Exhibit A Resolution 3817 5 by the Districts and approval by Auburn in writing to extend the emergency period The City may change reduce or limit the time for or temporarily discontinue any water supplied for an emergency in excess of the Block quantity without notice Prior to a planned interruption or limiting of emergency service the City will notify the Districts of such not less than three days prior to the service disruption The City agrees to use best efforts and reasonable diligence to notify the Districts as soon after it becomes aware of the need for emergency service disruption and further will to the extent practical limit the service disruption to daylight hours ID JOINT AND SEVERAL OBLIGATION The obligation of the Districts as set forth therein shall be a Joint and Several obligation of the Districts Allocation of the take or pay Block of water and the payment for such water shall be negotiated between the Districts outside of this Agreement ID PRIOR AGREEMENT SUPERSEDED This Agreement supersedes and replaces the Interim Water Sales Agreement between Auburn Covington and WD 111 executed on June 17 2002 Exhibit A Resolution 3817 6 In witness whereof the participants hereto have caused this day of tebrM ry ATTEST i dI1u1rbamelleEDaskam City Clerk FAU y PETER B LEWIS MAYOR 7 COVINGTON WATER DISTRICT 1 l J KING COUNTY WATER DISTRICT NO 111 td Jdf GENERAL MANAGER ATTEST Ik APPROVESTOtORMIu Distict Attorney l 8 Interim Water Sales Aareement Between Covinaton Water District Kina County Water District No 111 And the City of Auburn Exhibit 1 Take or Pay Monthl Rates Year Base Charge 1 5 MGD and Summer Winter Overage Overage Rate 2005 175 00 0 85 1 5 MGD rate 0 25 2006 175 00 0 85 1 5 MGD rate 0 25 2007 175 00 0 85 1 5 MGD rate 0 25 2008 175 00 0 85 X CPI 1 5 MGD rate 0 25 2009 175 00 2008 Rate X 1 5 MGD rate CPI 0 25 2010 175 00 2009 Rate X 1 5 MGD rate CPI 0 25 Covington and WD 111 are each responsible for paying a Base Charge of 175 00 per month per district CPI means the Consumer Price Index Urban for the Seattle Tacoma Bremerton area for the month of October of the prior year divided by the October value of the year prior to that see example below Example CPI for 2008 equals the October 2007 CPI value divided by the October 2006 value 9 RESOLUTION NO 4018 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY AND CLEARWIRE LLC FOR THE PURPOSE OF LEASING PROPERTY FOR COMMUNICATION EQUIPMENT THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREBY RESOLVES as follows Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a Lease Agreement between the City and Clearwire LLC for the purpose of leasing space on the Lakeland Hills water reservoir for communication equipment A copy of said Agreement is attached hereto and denominated Exhibit A and incorporated herein by this reference Section 2 That the Mayor is authorized to implement such other administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon Resolution No 4018 April 18 2006 Page 1 r Dated and Signed this day OfYVlcur 2006 CITY OF AUBURN wCS PETER B LEWIS MAYOR ATTEST APPROVED AS TO FORM Resolution No 4018 April 18 2006 Page 2 SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT Lease is by and between the City of Auburn a municipal corporation under the existing laws of the State of Washington having a mailing address of 25 West Main Auburn WA 98001 Landlord and Clearwire LLC a Nevada limited liability company Tenant 1 Lease Aqreement Landlord hereby leases to Tenant the property generally described and depicted in Exhibit A Memorandum of Lease attached hereto and incorporated by reference Lease Area including space on Landlord s water tank located on the Property Water Tank Area said lease area being a portion of the real property legally described in Exhibit A Property The Lease shall be nonexclusive and shall not preclude Landlord from granting a similar lease right license franchise etc to other carriers or other persons for telecommunications or any other purpose so long as the subsequent agreement protects Tenants rights granted by this Lease 2 Term This Lease shall commence on the date of full execution hereof Commencement Date and run for a period of five 5 years terminating at midnight on the fifth anniversary of the Commencement Date Initial Term 3 Tenants Use of the Lease Area Antenna Facilities a Tenants use of the Lease Area and Property shall be strictly limited to those uses set forth in this Section 3 Tenant may use the Lease Area for the transmission and reception of radio communication signals and for the construction installation operation maintenance repair removal or replacement of related facilities necessary for the operation of a telecommunications facility as well as for access and utilities Tenant may place its ground based telecommunications equipment only within the portion of the Lease Area identified as the Compound on Exhibit A Tenant may install antennas within the Water Tank Area b Tenant shall have the right at its expense to erect and maintain on the Lease Area improvements personal property and facilities necessary to operate its communications system including radio transmitting and receiving antennas and related cables and conduits equipment shelters and or cabinets and related cables and utility lines and a location based system including coaxial cable base units and other associated equipment as such location based system may be permitted by any county state or federal agency department Tenant shall have the right to alter replace and expand within the confines of the Lease Area as defined in Section 1 and without interference to other providers tenants enhance and upgrade the Antenna Facilities at any time during the term of this Lease Tenant shall cause all construction and operation to occur lien free and in compliance with all applicable laws and ordinances Landlord acknowledges that it shall not interfere with any aspects of construction including attempting to direct construction personnel as to the location of or method of installation of the Antenna Facilities The Antenna Facilities shall remain the exclusive property of Tenant Tenant shall have the right to remove the Antenna Facilities at any time during and upon the expiration or termination of this Lease c Tenant shall at Tenants expense keep and maintain the Lease Area and Antenna Facilities now or hereafter located on the Property in commercially reasonable condition and repair during the term of this Lease normal wear and tear and loss due to casualty or other causes beyond Tenants control excepted Tenant may install and maintain landscape plantings within the Lease Area Tenant shall replace any existing landscape plantings damaged during the installation or operation of Tenants Antenna Facilities Upon termination or expiration of this Lease the Lease Area shall be returned to Landlord in good usable condition normal wear and tear and loss due to casualty or other causes beyond Tenant s control excepted within ninety 90 days d Tenant shall remove any and all telecommunications equipment and appurtenances installed by Metricom Inc on the Water Tank or Property Rather than removing Metricom Inc equipment and appurtenances Tenant may choose to utilize all or a portion of the equipment and appurtenances if it is in good and safe working order Any Metricom Inc equipment removed by Tenant is to be disposed of legally at Tenants expense e In addition to using the Lease Area Tenant may utilize the Property to install and use underground conduits running from the Compound in a generally straight line to the base of the Water Tank and then extend up the side of the Water Tank to the Antenna Facilities f Tenant shall have the right to install utilities power and telephone at Tenant s expense and to improve the present utilities on the Property including but not limited to the installation of emergency power generators Landlord agrees to cooperate with Tenant in its reasonable efforts to acquire necessary utility service Tenant shall wherever practicable install separate meters for utilities used on the Property by Tenant Landlord shall diligently correct any variation interruption or failure of utility service within Landlord s control g Prior to installation of equipment Tenant shall submit for Landlord review and approval which approval shall not be unreasonably withheld or delayed an electrical and grounding connection plan that assures no interference with the Water Tank cathodic protection system The plan shall include a 3 minimum diameter common use conduit enclosure for cables from the ground level to top of tank This conduit may be utilized by other telecommunication providers until such time as it is filled to capacity at which time new providers will need to pay for upsizing Upon Landlord approval of the plans Tenant may proceed to install and operate the Antenna Facilities 4 Rent a Tenant shall pay Landlord as rent 12 000 Thousand and no 100 dollars 12 000 00 per year Rent Rent shall be payable within twenty 20 days following the Commencement Date and thereafter the Rent will be payable yearly no later than the anniversary of the Commencement Date to Citv of Auburn Water Utilitv Fund Account Number 430 369 900 at Landlord s address specified in Section 13 below The Rent shall increase annually over the Rent payable the preceding year in proportion to the increase of the All Items category of the Consumer Price Index for Urban Wage Earners and Clerical Workers published by the Bureau of Labor Statistics of the U S Department of Labor for Seattle Everett Metropolitan Area the Index The first adjustment shall be based on the amount if any by which the Index for the 1 ih month of the Lease term has increased over the Index for the month preceding the commencement of the lease term Subsequent adjustments will be based on the amount if any by which the Index for each subsequent 1 ih month of the Lease term has increased over the Index for the 1 ih month of the preceding 12 month period It shall be the responsibility of the Landlord to track the CPI and notify the Tenant of increases or reductions in the Rent Landlord shall notify Tenant within 90 days of the commencement of the Renewal Term as to the revised rate at which the Rent shall be increased annually thereafter Landlord will invoice Tenant for back Rent due or refund over payment as necessary to correct the payment received for the first year of the Renewal Term If at any time the CPI ceases to incorporate a significant number of items if a substantial change is made in the method of establishing the CPI or if issuance of the CPI shall be discontinued then the Landlord and Tenant shall mutually agree upon another standard recognized cost of living index issued by the United States Government provided that if the parties cannot reach agreement on such other standard cost of living index then the Landlord shall select the index closest to the CPI In either case the substitute index chosen shall result in increases in the Rent similar to those that had been or would have been generated by the CPI If this Lease is terminated for any reason other than a default by Tenant at a time other than on the anniversary of the Commencement Date Rent shall be prorated as of the date of termination and all prepaid Rent shall be refunded to Tenant within sixty 60 days b In addition to the monetary rent described in section 4 a Tenant shall provide Landlord with twenty five 25 Clearwire base data service accounts or equivalent for Landlord use Tenant shall cover any service charges for the accounts provided to Landlord under this Agreement for the duration of the Initial Term and any Renewal Terms Landlord may require additional service accounts each additional account requested by Landlord and provided by Tenant shall reduce the annual rent by Twenty Five Dollars 25 00 per month Landlord agrees to purchase from Tenant at Tenants cost any communication hardware required to utilize the accounts provided by Tenant under this Agreement 5 Renewal Tenant may extend this Lease for 5 additional five year terms each a Renewal Term Each Renewal Term shall be on the same terms and conditions as set forth herein including the Rent increase set forth in Section 4 above This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord in writing of Tenant s intention not to renew this Lease at least ninety 90 days prior to the expiration of the Initial Term or any Renewal Term Landlord may during any Renewal Term notify Tenant in writing of Landlord s intention not to renew this Lease for an additional Renewal Term which notice shall be provided to Tenant at least one hundred and eighty 180 days prior to the expiration of the then in effect Renewal Term If Tenant shall remain in possession of the Lease Area at the expiration of this Lease or any Renewal Term without a written agreement such tenancy shall be deemed a month to month tenancy under the same terms and conditions of this Lease 6 Interference Tenant and Landlord shall not operate in a manner which interferes with the other party s operations on the Property Tenants Antenna Facilities and the use thereof shall not interfere with the use of any other communication or similar equipment of any kind and nature owned or operated by Landlord or other lessee licensees franchisees etc existing and operating on the Property prior in time to the commencement of this Lease and subsequent to the installation by Tenant of the Antenna Facilities Landlord agrees to exercise reasonable care to assure equipment of subsequent providers leasing space on the Property does not interfere with Tenants Antenna Facilities operations The Landlord however is not in any way responsible or liable for any interference with Tenants use of Landlords Property which may be caused by the use and operation of any other tenants equipment even if caused by new technology so long as such equipment continues to operate within its existing frequencies and in compliance with all applicable laws and FCC rules and regulations In the event there is interference between Tenant and any third party such interference will be resolved by and between the parties affected however if such interference cannot be resolved to Tenants satisfaction within forty eight 48 hours from commencement of such interference then the parties acknowledge that Tenant will suffer irreparable injury and therefore Tenant will have the right in addition to any other rights that it may have at law or in equity to terminate this Lease upon 30 days notice to Landlord and restore the Landlord s Property to its original condition reasonable wear and tear and loss due to casualty or other causes beyond Tenant s control excepted 7 Access a Tenant shall have the right during the Initial Term and of this Lease and any Renewal Term for ingress and egress to the Property over the south fifteen 15 feet of Lot 6 Lakeland Hills Division Number 3 Extension according to the plat thereof recorded in Volume 145 of Plats pages 72 and 73 in King County Washington b Tenant shall have 24 hours a day 7 days a week access to the Lease Area Access at all times during the Initial Term of this Lease and any Renewal Term In the event Landlord its employees or agents unreasonably deny Access to Tenant its employees or agents Tenant shall without waiving any other rights that it may have at law or in equity deduct from Rent amounts due under this Lease an amount equal to fifty and no 100 dollars per day for each day that Access is impeded or denied Access to Landlord facilities beyond the Lease Area including but not limited to the water reservoir site and the water reservoir require 48 hours notice to the Water Division Supervisor of the City of Auburn Water Utility phone 253 931 3066 Access to Landlord facilities will only occur with Landlord supervision Tenant agrees to reimburse Landlord for Landlord expenses attributed to supervising Tenant while accessing Landlord facilities The hourly rate for Landlord supervision during City standard office hours will be 32 50 per hour in calendar year 2006 The hourly rate shall increase annually on January 151 over the hourly rate payable the preceding year by not less than three and one half percent 3 5 or the CPI Urban for the Seattle Tacoma area whichever is the greater unless a different hourly rate amount is negotiated 8 Termination Except as otherwise provided herein this Lease may be terminated without any penalty or further liability as follows a upon thirty 30 days written notice by Landlord if Tenant fails to cure a default for payment of amounts due under this Lease within that thirty 30 day period b immediately if Tenant is unable to obtain maintain or otherwise forfeits or cancels any license including without limitation an FCC license permit or any Governmental Approval necessary to the installation and or operation of the Antenna Facilities or Tenant s business c upon ninety 90 days written notice by Tenant if the Lease Area or the Antenna Facilities are or become unacceptable under Tenants design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong d immediately upon written notice by Tenant if the Lease Area or the Antenna Facilities are destroyed or damaged so as in Tenant s reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities In such event all rights and obligations of the parties shall cease as of the date of the damage or destruction and Tenant shall be entitled to the reimbursement on a prorated basis of any Rent prepaid by Tenant If Tenant elects to continue this Lease then all Rent shall abate until the Lease Area and or the Antenna Facilities are restored to the condition existing immediately prior to such damage or destruction or e at the time title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient in Tenants determination to render the Lease Area unsuitable for Tenants use Landlord and Tenant shall each be entitled to pursue their own separate awards with respect to such taking f Landlord may terminate this Lease if Landlord needs the Lease Area for expansion of Landlord s responsibility to provide its services and Landlord has no reasonable or economical alternative site available provided Landlord provides Tenant written notice twelve 12 months in advance of Landlord s need to re establish Landlord s sole use of the Lease Area Upon Tenants receipt of written notice Tenant shall have six 6 months to submit to Landlord alternative locations for its Antenna Facilities Such alternative locations may be on the Property or other properties owned or managed by Landlord Landlord shall evaluate such alternatives and advise Tenant in writing if one or more of the alternatives is suitable to accommodate Tenants Antenna Facilities To be a suitable alternative location such location will not unreasonably result in any interruption of the communications service of Tenant on Landlord s Property nor will it impair or in any manner alter the quality of communications service provided by Tenant on and from Landlord s owned or managed properties Tenant shall submit additional relevant information to assist the Landlord in making such evaluation Landlord shall give each alternative location proposed by Tenant full and fair consideration within a reasonable time so as to allow for the relocation work to be performed in a timely manner If in Tenants reasonable judgment no suitable alternative location can be found Tenant shall remove its Antenna Facilities as otherwise provided in this Section 3 c of this Lease If an alternative location for Tenants Antenna Facilities is found Landlord and Tenant agree to enter into a new Lease Agreement with the same terms and conditions of this Lease g If during the term of this Lease there is a determination made pursuant to an official unappealable order of the Federal Communications Commission or any other applicable law order ordinance regulation directive or standard as stated above that use of the Antenna Facilities by the Tenant poses a human health hazard which cannot be remediated then a Tenant shall immediately cease all operations of the Antenna Facilities and b the Lease shall terminate as of the date of such order without further liability If for reasons related to public health safety or welfare Landlord determines that this Lease must be terminated then Landlord reserves rights of unilateral termination and will do so by providing Tenant with a six 6 month written notice 9 Default and Riqht to Cure Notwithstanding anything contained herein to the contrary and without waiving any other rights granted to it at law or in equity each party shall have the right but not the obligation to terminate this Lease on written notice pursuant to Section 13 hereof to take effect immediately if the other party i fails to perform any covenant for a period of thirty 30 days after receipt of written notice thereof to cure or ii commits a material breach of this Lease and fails to diligently pursue such cure to its completion after sixty 60 days written notice to the defaulting party 10 Taxes Landlord shall pay when due all real property taxes or other fees and assessments for the Property including the Lease Area In the event that Landlord fails to pay any such real property taxes or other fees and assessments Tenant shall have the right but not the obligation to pay such owed amounts and deduct them from Rent amounts due under this Lease Notwithstanding the foregoing Tenant shall pay any personal property tax State leasehold tax excise tax real property tax or any other tax or fee which are directly attributable to the presence or installation of Tenants Antenna Facilities only for so long as this Lease has not expired of its own terms or is not terminated by either party Landlord hereby grants to Tenant the right to challenge whether in a Court Administrative Proceeding or other venue on behalf of Landlord and or Tenant any personal property or real property tax assessments State leasehold tax or excise tax that may affect Tenant If Landlord receives notice of any personal property or real property tax assessment State leasehold tax or excise tax against the Landlord which may affect Tenant and is directly attributable to Tenant s installation Landlord shall provide timely notice of the assessment to Tenant sufficient to allow Tenant to consent to or challenge such assessment Further Landlord shall provide to Tenant any and all documentation associated with the assessment and shall execute any and all documents reasonably necessary to effectuate the intent of this Section 11 Indemnification a Tenant shall defend indemnify and hold harmless the Landlord its officers officials employees and volunteers from and against any and all claims suits actions or liabilities for injury or death of any person or for loss or damage to property which arises out of Tenants use of Premises or from the conduct of Tenants business or from any activity work or thing done permitted or suffered by Tenant in or about the Premises except only such injury or damage as shall have been occasioned by the sole negligence of the Landlord b Should a court of competent jurisdiction determine that this Lease is subject to RCW 4 24 115 then in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Tenant and the Landlord its officers officials employees and volunteers the Landlord s liability hereunder shall be only to the extent of the Landlord s negligence It is further specifically and expressly understood that the indemnification provided herein constitutes the Tenants waiver of immunity under Industrial Insurance Title 51 RCW solely for the purposes of this indemnification This waiver has been mutually negotiated by the parties The provisions of this section shall survive the expiration or termination of this Lease c The Tenant and the City waive all rights against each other any of their Subcontractors Sub subcontractors agents and employees each of the other for damages caused by fire or other perils to the extend covered by Builders Risk insurance or other property insurance obtained pursuant to the Insurance Requirements Section of this Lease or other property insurance applicable to the work The policies shall provide such waivers by endorsement or otherwise 12 Insurance The Tenant shall procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Tenant its agents representatives or employees a Minimum Scope of Insurance Tenant shall obtain insurance of the types described below 1 Automobile Liability insurance covering all owned non owned hired and leased vehicles Coverage shall be written on Insurance Services Office ISO form CA 00 01 or a substitute form providing equivalent liability coverage If necessary the policy shall be endorsed to proVide contractual liability coverage 2 Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises operations independent tenants products completed operations stop gap liability and personal injury and advertising injury and liability assumed under an insured contract The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion collapse or underground property damage The Landlord shall be named as an additional insured under the Tenants Commercial General Liability insurance policy with respect to the work performed for the Landlord using ISO Additional Insured Endorsement CG 20 10 10 01 and Additional Insured Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage 3 Workers Compensation coverage as required by the Industrial Insurance laws of the State of Washington b Minimum Amounts of Insurance Tenant shall maintain the following insurance limits 1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of 1 000 000 per accident 2 Commercial General Liability insurance shall be written with limits no less than 1 000 000 each occurrence 2 000 000 general aggregate and a 2 000 000 products completed operations aggregate limit c Other Insurance Provisions The insurance policies are to contain or be endorsed to contain the following provisions for Automobile Liability Professional Liability and Commercial General Liability insurance 1 The Tenants insurance coverage shall be primary insurance as respects the Landlord Any insurance self insurance or insurance pool coverage maintained by the Landlord shall be in excess of the Tenants insurance and shall not contribute with it 2 The Tenants insurance shall be endorsed to state that coverage shall not be cancelled by either party except after thirty 30 days prior written notice by certified mail return receipt requested has been given to the Landlord d Acceptability of Insurers Insurance is to be placed with insurers with a current AM Best rating of not less than AVII e Verification of Coverage The Tenant shall furnish the Landlord with documentation of insurer s AM Best rating and with original certificates and a copy of amendatory endorsements including but not necessarily limited to the additional insured endorsement evidencing the insurance requirements of the Consultant before commencement of the work f Subcontractors The Tenant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractors All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Tenant g No Limitation Tenants maintenance of insurance as required by the Lease shall not be construed to limit the liability of the Tenant to the coverage provided by such insurance or otherwise limit the Landlord s recourse to any remedy available at law or in equity 13 Notices All notices requests demands and other communications shall be in writing and are effective three 3 days after deposit in the U S mail certified and postage paid or upon receipt if personally delivered or sent by next business day delivery via a nationally recognized overnight courier to the addresses set forth below Landlord or Tenant may from time to time designate any other address for this purpose by providing written notice to the other party If to Tenant to With a CODV to Clearwire LLC Attn Site Property Manager 5808 Lake Washington Blvd NE Suite 300 Kirkland WA 98033 Telephone 425 216 7600 Fax 425 216 7900 Clearwire LLC Attention Legal Department 5808 Lake Washington Blvd NE Suite 300 Kirkland WA 98033 Telephone 425 216 7600 Fax 425 216 7900 If to Landlord to With a CODY to Public Works Director City of Auburn 25 West Main St Auburn WA 98001 City Attorney City ofAuburn 25 West Main St Auburn WA 98001 14 Quiet Eniovment Title and Authoritv Landlord covenants and warrants to Tenant that i Landlord has full right power and authority to execute this Lease ii it has good and unencumbered title to the Property free and clear of any liens or mortgages except those disclosed to Tenant and which will not interfere with Tenants rights to or use of the Lease Area and iii execution and performance of this Lease will not violate any laws ordinances covenants or the provisions of any mortgage lease or other agreement binding on Landlord 15 Environmental Laws Landlord represents that it has no knowledge of any substance chemical or waste collectively Hazardous Substance on the Property that is identified as hazardous toxic or dangerous in any applicable federal state or local law or regulation Landlord and Tenant shall not introduce or use any Hazardous Substance on the Property in violation of any applicable law Landlord shall be responsible for and shall promptly conduct any investigation and remediation as required by any applicable environmental laws for all spills or other releases of any Hazardous Substance not caused in whole or in part by Tenant that have occurred or which may occur on the Property Each party agrees to defend indemnify and hold harmless the other from and against any and all administrative and judicial actions and rulings claims causes of action demands and liability collectively Claims including but not limited to damages costs expenses assessments penalties fines losses judgments and reasonable attorney fees that the indemnitee may suffer or incur due to the existence or discovery of any Hazardous Substances on the Property or the migration of any Hazardous Substance to other properties or the release of any Hazardous Substance into the environment collectively Actions that relate to or arise from the indemnitor s activities on the Property Landlord agrees to defend indemnify and hold Tenant harmless from Claims resulting from Actions on the Property not caused by Landlord or Tenant prior to and during the Initial Term and any Renewal Term of this Lease The indemnifications in this section specifically include without limitation costs incurred in connection with any investigation of site conditions or any cleanup remedial removal or restoration work required by any governmental authority This Section 15 shall survive the termination or expiration ofthis Lease 16 Assiqnment and Subleasinq a The Tenant may not sublease any portion of the Lease Area or grant any rights to the Lease Area to any third parties except as specifically set for in this Lease b All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs legal representatives successors and assigns This Lease shall not be assigned by Tenant without the express written consent of Landlord which consent shall not be unreasonably withheld delayed or conditioned Any attempted assignment in violation of this Section shall be void The transfer of the rights and obligations of Tenant to a parent subsidiary or other affiliate of Tenant or to any successor in interest or entity acquiring fifty one percent 51 or more of Tenants stock or assets shall not be deemed an assignment Tenant shall give to Landlord thirty 30 days prior written notice of any such transfer c Additionally Tenant may upon notice to Landlord mortgage or grant a security interest in this Lease and the Antenna Facilities and may assign this Lease and the Antenna Facilities to any mortgagees or holders of security interests including their successors or assigns collectively Mortgagees provided such Mortgagees agree to be bound by the terms and provisions of this Lease In such event Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees Landlord agrees to notify Tenant and Tenants Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant or to remove any property of Tenant or Mortgagees located on the Lease Area except that the cure period for any Mortgagees shall not be less than thirty 30 days after receipt of the default notice as provided in Section 9 of this Lease All such notices to Mortgagees shall be sent to Mortgagees at the address specified by Tenant Failure by Landlord to give Mortgagees such notice shall not diminish Landlord s rights against Tenant but shall preserve all rights of Mortgagees to cure any default and to remove any property of Tenant or Mortgagees located on the Lease Area 17 Removal of Antenna Facilities The Antenna Facilities are and shall remain the property of the Tenant and upon the expiration or earlier termination of this Lease Tenant shall at Tenants sole cost and expense remove the Antenna Facilities and restore the Lease Area to its original condition normal wear and tear and loss due to casualty or other causes beyond Tenants control excluded 18 Miscellaneous a The substantially prevailing party in any litigation including any arbitration to which the parties shall submit arising hereunder shall be entitled to its reasonable attorneys fees and court costs including appeals if any b This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers negotiations and other agreements There are no representations or understandings of any kind not set forth herein Any amendments to this Lease must be in writing and executed by both parties At such time as the Auburn City Council approves any regulation affecting telecommunications Tenant agrees to amend this Lease as determined by the Landlord in order to comply with any future ordinance related to telecommunications provided however that in no event shall such regulation i materially interfere with or affect Tenants operation of its Antenna Facilities or ii increase Tenants financial obligations under the terms of this Lease except as provided herein or impose some new financial obligations not already contemplated by this Lease No amendment change or modification of this Lease shall be valid unless in writing and signed by all parties hereto c Each party agrees to cooperate with the other in executing any documents including a Memorandum of Lease in substantially the form attached hereto as Exhibit A necessary to protect its rights or use of the Lease Area The Memorandum of Lease may be recorded in place of this Lease by either party In the event the Property is encumbered by a mortgage or deed of trust Landlord agrees upon request of Tenant to obtain and furnish to Tenant a non disturbance and attornment agreement for each such mortgage or deed of trust in a form reasonably acceptable to Tenant Tenant may obtain title insurance on its interest in the Lease Area d This Lease shall be construed in accordance with the laws of the state in which the Property is located e If any term of this Lease is found to be void or invalid such finding shall not affect the remaining terms of this Lease which shall continue in full force and effect The parties agree that if any provisions are deemed not enforceable they shall be deemed modified to the extent necessary to make them enforceable No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party No waiver shall be implied by delay or any other act or omission of either party No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision f The persons who have executed this Lease represent and warrant that they are duly authorized to execute this Lease in their individual or representative capacity as indicated g This Lease may be executed in any number of counterpart copies each of which shall be deemed an original but all of which together shall constitute a single instrument h All Exhibits referred to herein and any Addenda are incorporated herein for all purposes The parties understand and acknowledge that Exhibit A Memorandum of Lease is attached to this Site Lease Agreement The terms of all Exhibits are incorporated herein for all purposes i If Landlord is represented by any broker or any other leasing agent Landlord is responsible for all commission fees or other payment to such agent and agrees to indemnify and hold Tenant harmless from all claims by such broker or anyone claiming through such broker If Tenant is represented by any broker or any other leasing agent Tenant is responsible for all commission fee or other payment to such agent and agrees to indemnify and hold Landlord harmless from all claims by such broker or anyone claiming through such broker 19 Headinqs The caption and paragraph headings used in this Lease are inserted for convenience of reference only and are not intended to define limit or affect the interpretation or construction of any term or provision hereof 20 Liens Except with respect to activities for which Landlord is responsible Tenant shall pay as due all claims for work done on and for services rendered or material furnished to the Antenna Facility and shall keep the Antenna Facility free from all liens LANDL BY Peter B Lewis Mayor Date MAY 1 2006 DNumber f OO 227 TENANT Clearwire LLC a Nevada limited liability company r liBy it Name jj n YA v Date B I 6I acknowledgements to follow on next page STATE OF tJJ J ss COUNTY OF f I IV U I certify that I know or have satisfactory evidence that f e fJ LeJJ is the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the in truf11ent and a knovvledged it as the 1tYiJV of G r u l f u vt to be the free and voluntary act of such party for the uses and purposes mentioned In the instrument Dated I1114t U i M Z l II N tary PublicSIONPrintName1 ci 8 D d lJf C i residing a G ntt iI ul 6 8 OTAl1r My commission expires 2rcJ7 e J tfl JU8L C 0 1 25 01 r 0 V I J W S1 Use this space forrlOtary stamp seal I certify that n w or have satisfactory evidence t is the person who appeared before me and said person acknowl dged that he signed this instrument on oath sta that hewas authorized to execute the instrum nd acknowledged it as the ofCL the limited liability company to be the free and voluntary act of such party for the uses and p rpos mentioned the instrument Dated ss STATE OF COUNTY OF to I NfSStl 10IIII1 1 j cSION l11 IXjVl3001AItij 30 r tI u rfllllJ8ft 0 I i 19 rIrItVIfIlIIClfWASII Use this space for notary stamp seal Notary P bli Print Name residing at My commission expires Exhibit A MEMORANDUM OF LEASE I to the Site Lease Agreement executed on the J day of I1l1 rbetweentheCityofAuburnasLandlordandfledrwtrcasTenant MOL to follow on next page 2006 by and Return to Auburn City Clerk 25 West Main Street Auburn WA 98001 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is by and between the City of Auburn a municipal corporation under the existing laws of the State of Washington having a mailing address of 25 West Main Auburn WA 98001 Landlord and Clearwire LLC Tenant 1 Landlord and Tenant entered into a certain Site Lease Agreement Lease on the fj day of 2006 for the purpose of installing operating and maintaining a communlc tlons faCIlity and other Improvements All of the foregoing are set forth in the Lease 2 Landlord is leasing to Tenant a portion of the Property described in Exhibit 1 annexed hereto 3 The initial term of the five 5 years commences on September 1 2005 The Lease will automatically renew for five 5 separate consecutive periods of five 5 years each upon the same terms and conditions of the Lease unless Tenant notifies Landlord in writing of Tenant s intention not to renew the Lease at least ninety 90 days prior to the expiration of the existing term Unless earlier terminated the Lease will expire on August 31 2035 4 This Memorandum of Lease is not intended to amend or modify and shall not be deemed or construed as amending or modifying any of the terms conditions or provisions of the Lease all of which are hereby ratified and affirmed In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Lease the provisions of the Lease shall control 5 The Lease shall be binding upon and inure to the benefit of the parties and their respective heirs successors and assigns subject to the provisions of the Lease IN WITNESS WHEREOF the parties have executed this Memorandum of Lease as of the day and year first above written LAN By Its D te MAY 1 2006 Taxpayer 10 Number CI t 00 ILd TENANT By Print Name Its Date c V Cl SI oL acknowledgements to follow on next page I to Ii I ss COUNTY OF J flU rr I certify that I know or have satisfactory evidence that fel 3 J is the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the instrumentand acknowledgesitasthe JY of 1 1 tJ I A i hufV7 to be the fre and voluntary act of such party for the uses and purposes mentioned In the instrument Dated STATE OF uONotaryPub V Pri t Name IUc i5 jas 12 residing at YLU t My commission expires LtJ Z 0 7 I e I I nSSIONV Ilo JCjT 0 OTA90 mJJ tf tfIU8LIC I f 25 01 O f Olttt WAS Use this space or notary stamp seal I certify th now or have satisfactory evidence t person who appeared before me and said person acknowl ss STATE OF COUNTY OF is the Iiat he signed this instrument nd acknowledged it as the Notary ubi Print Name residing at My commission expires Use this space for notary stamp seal l WATER TANK AREA a pproxIe PROPERTY 33 7 7 COMPOUND Exhibit 1 Description of Lea se Area i t71 6 r M c 5 L i V puiJ c iJov Return Address Auburn City Clerk City of Auburn 25 West Main St Auburn WA 98001 I20060714002416 PACIFIC N TIT MEMO 37 00PAGEI11OF008071421181557KINGCOUNTYA RECORDER S COVER SHEET Document Title s or transactions contained therein lMemorandumofLease Reference Number s of Documents assigned or released O r l ADAdditionalreference5onpageofdocumentNWWOC Grantor s Borrower s Last name first then first name and initials City of Auburn Grantee Assignee Beneficiary Last name first 1 Clearwire LLC Legal Description abbreviated ie lot block plat or section township range South 175 feet of east 110 feet of the west 1 393 feet of SE Yiof Section 31 Township 21 North Range 5 East Additional legal is on page 5 of document Assessor s Property Tax Parcel Account Number 3121059047 o Assessor Tax not yet assigned Salddocument s were filed forreQdbyPacificNorthwestTitleesaocommodationonlyIthasnotbeenexaminedastoproper8X8CUIfonorastoitaaffectupontitle Return to Auburn City Clerk 25 West Main Street Auburn WA 98001 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is by and between the City of Auburn a municipal corporation under the existing laws of the State of Washington having a mailing address of 25 West Main Auburn WA 98001 Landlord and Clearwire LLC Tenant 1 Landlord and Tenant entered into a certain Site Lease Agreement Lease on the J day of 2006 for the purpose of installing operating and maintaining a communlc tlons facIlity and other Improvements All of the foregoing are set forth in the Lease 2 Landlord is leasing to Tenant a portion of the Property described in Exhibit 1 annexed hereto 3 The initial term of the five 5 years commences on September 1 2005 The Lease will automatically renew for five 5 separate consecutive periods of five 5 years each upon the same terms and conditions of the Lease unless Tenant notifies Landlord in writing of Tenants intention not to renew the Lease at least ninety 90 days prior to the expiration of the existing term Unless earlier terminated the Lease will expire on August 31 2035 4 This Memorandum of Lease is not intended to amend or modify and shall not be deemed or construed as amending or modifying any of the terms conditions or provisions of the Lease all of which are hereby ratified and affirmed In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Lease the provisions of the Lease shall control 5 The Lease shall be binding upon and inure to the benefit of the parties and their respective heirs successors and assigns subject to the provisions of the Lease IN WITNESS WHEREOF the parties have executed this Memorandum of Lease as of the day and year first above written v LAN By Its D te MAY 1 2006 Taxpayer 10 Number qI I 00 ILd WTENANT By Print Name Its Date C SC4 v vP 5 2 DL acknowledgements to follow on next page toll J ss COUNTY OF J IAJ V I certify that I know or have satisfactory evidence that efef J tLvijis the person who appeared before me and said person acknowledged that he signed this instrument on oath stated that he was authorized to execute the instrumenJand acknowledgep it as the vtt Y of I ry j I buVV7 to be thetreE7and voluntary act of such party for the uses and purposes mentioned In the instrument Dated STATE OF Nota tb Pri t Name 1t1c E fJ as fLtl residing at MfA tyJ My commission expires tlJ Z 0 7 lo E E iltI I I J SIOIV QI 1 L I 700OTAI10m en 11J8LICiytr25o10 f 0fC WAS Use this space or notary stamp seal I certify th now or have satisfactory evidence t person who appeared before me and said person acknowl ss is the tiat he signed this instrument STATE OF COUNTY OF Notary ubi Print Name residing at My commission expires the instru nt and acknowledged it as the the Iimi liability company to be the free rp ses mentioned in the instrum on oathtted that he was authoRfe d to ex V 0f VIA and voluntary act of su 91 forthe uses nd Dated t 0 U hl LIyUlII1 IIISONIIIlcttJi0Al 30 T 1 j 0 EllVBVfffn07109LoIrA 0 11 1 vIIIfWASII11 Use this space for notary stamp seal EXHIBIT 1 1 DESCRIPTION OF PROPERTY The Property is described and or depicted as follows THE SOUTH 175 00 FEET OF THE EAST 110 00 FEET OF THE WEST 1 393 00 FEET OF THE SOUTHEAST QUARTER OF SECTION 31 TOWNSHIP 21 NORTH RANGE 5 EAST W M CITY OF AUBURN RECORDS OF KING COUNTY WASHINGTON 2 DESCRIPTION OF LEASE AREA t f PROPERTY 33 7 7 COMPOUND Exhibit 1 Description of Lense Aren RESOLUTION NO 4039 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND THE WASHINGTON STATE DEPARTMENT OF ECOLOGY FOR COST REIMBURSEMENTS RELATING TO THE CITY S WATER RIGHTS APPLICATION WHEREAS The City of Auburn has applied to the Department of Ecology for an additional water right for municipal water supply use and WHEREAS the Department of Ecology will incur costs in processing the City s application including fees paid to consultants to review certain aspects of the City s application and WHEREAS the costs of processing such applications are born by the applicant and WHEREAS it is in the public interest for the parties to enter into an agreement for the City to reimburse the Department of Ecology for its costs in processing the City s water rights application NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN KING COUNTY WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute an Agreement between the City of Auburn and the Washington State Department of Ecology for cost reimbursements Resolution No 4039 May 17 2006 Page 1 relating to the city s water rights application which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 This resolution shall be in full force and affect upon passage and signatures hereon DATED and SIGNED this S day of v 2006 PE R B LEWIS Mayor Attest lJ Danielle E Daskam City Clerk Resolution No 4039 May 17 2006 Page 2 Washington State Department of Ecology Cost Reimbursement Agreement CRA Between the Washington State Department of Ecology and City of Auburn Water Right Application G1 28404 CRA Project No 9R46 PART A SPECIAL TERMS AND CONDITIONS AND SCOPE OF WORK Current For FY 2005 06 Contents I Applicant Information II Ecology Information III Performance Security IV Scope Of Work Tasks Budget Detail Schedule V Effective Date VI Entire Agreement And Signatures Page 1 2 2 2 5 5 I Applicant Information Project Manager Primary Point of Contact Billing Address Name Same as Left Address City State Zip Code Telephone E Mail Fax Name Duane Huskey Utility Engineer Address 25 West Main Street City State Auburn WA Zip Code 98001 4998 Telephone 253 804 5062 E mail dhuskey@aubumwa gov Fax 253 931 3053 Washington State Department of Ecology Cost Reimbursement Agreement CRA Part A Special Terms and Conditions and Scope of Work Current For FY 2005 Page 1 of 5 Boiler Plate Last Updated 8 10 04 II Ecology Information Project Manager Primary Point of Contact Name Address City State Zip Telephone E mail Fax Tim Roth PO Box 47615 Olympia WA 98504 7615 360 407 7036 TROT461@ECYWAGOV 360 407 7153 III Performance Security Performance Security Option Selected Dollar Amount And If Applicable Holding Institution Pursuant To Section IIB 6 Of Part B General Terms And Conditions Performance Security Option of 10 000 in an interest bearing account IV Scope Of Work Tasks Budvet Detail Schedule The City ofAuburn is applying for an additional water right for municipal water supply use The City ofAuburn has submitted one application for a new groundwater right Gl 28404 requesting 12 500 gallons per minute gpm ofinstantaneous use with an annual requested quantity of 13 443 acre feet per year Ecology s consultant Geomatrix will be tasked to complete the water right processing Phase I work establishing senior water right applications that would be considered in the same source of supply as the City s application thus requiring processing in accordance with RCW 90 03265 In conducting this determination Geomatrix will define the source ofwater that the City of Auburn proposes using for municipal water supply and the universe ofapplications requiring processing based on the following considerations Hydraulic continuity between points ofwithdrawal Sharing ofa common recharge catchment area Sharing ofa common flow regime and Isolation from other sources by the presence of effective barriers to hydraulic flow Washington State Department of Ecology Cost Reimbursement Agreement CRA Part A Special Terms and Conditions and Scope of Work Current For FY 2005 Page 2 of 5 Boiler Plate Last Updated 8 10 04 Sources ofinformation for the same source of supply determination will include area topography geologic structures well log review area water level measurements aquifer characteristics and other information such as available groundwater modeling studies see Task 1 below Consistent with the provisions ofPart B General Terms and Conditions as well as the provisions ofRCW 4321A 690 and RCW 90 03265 the following describes the specific tasks budget detail and schedule for the scope ofwork to be performed by Ecology and its consultant Geomatrix to be subsequently reimbursed by the City ofAuburn pursuant to this CRA Accordingly the Parties signatory to this Agreement agree Task 1 Water Right Application Review and Data Gap Summary This task will include Review ofhydrologic and hydrogeologic data from the files available through Ecology the City ofAuburn the City s consultant and other sources Determination of senior applicants in the same source ofwater supply preparation of a technical memorandum summarizing the same source determination and assembly of a final list ofsenior applications requiring processing Review of City ofAuburn s and senior water right application files to identify intent available supporting information and potential data gaps Review conceptual mitigation options proposed by the City ofAuburn and meet with applicant and Ecology to discuss comments It is assumed that final mitigation plans will not be submitted by the applicant until Phase II processing Initial contact with senior applicants including confirming the applicants intent to pursue the water rights in question and preparation ofletters requesting any additional supporting information including mitigation proposals Attendance at meetings and participation in conference calls with Ecology staff in Bellevue and with the City and its consultant in Auburn as requested and Preparation of a memorandum Phase I report summarizing data gaps and issues to be resolved prior to completing ROEs for the set of applications requiring processing Washington State Department of Ecology Cost Reimbursement Agreement CRA Part A Special Terms and Conditions and Scope of Work Current For FY 2005 Page 3 of 5 Boiler Plate Last Updated 8 10 04 Task 2 Preparation ofScope of Work Schedule and Budgetfor Phase IL This task will include Development ofa scope ofwork to complete processing and preparation ofROEs water right applications submitted by the City of Auburn as well as senior applicants within the same source ofwater Development ofthe estimated schedule and budget for completion ofthe scope of work for Phase II Consultant Phase ICosts Phase 1 Information Review and Associated Tasks Estimated Number of Consultant Hours 363 Hours Estimated Consultant Cost 49 843 00 Estimated Phase I Completion Date 12 Weeks From Effective Date Ecology Direct and BackfIll Cost Estimated Number of Ecology Hours to be Billed to Applicant for Direct Work on Project 50 Hours Estimated Ecology Costs to be Billed to Applicant for Direct Work on Project 2 750 Estimated Backfill Dollars Available for Backfill Consultant Cost 4 000 50 hours x 135hr average consultant rate 6 750 2 750 Ecology direct cost 4 000 Tasks A Phase I Budget 49 843 Schedule 12 weeks from Ecology Signature of Geomatrix Work Assignment B Ecology Direct Costs 2 750 C Ecology Backfill Costs 4 000 TOTAL 56 593 Washington State Department of Ecology Cost Reimbursement Agreement eRA Part A Special Terms and Conditions and Scope of Work Current For FY 2005 Page 4 of 5 Boiler Plate Last Updated 8 10 04 Notes 1 Total Budget Phase I 56593 2 Cost Reimbursement End Date June 30 2007 3 Informational task budget and schedule summary presented here is for informational purposes only Ecology tracks and manages task budget and schedule 4 A formal written and signed amendment to this CRA is required to extend the total project budget amount or final completion date stated herein V Effective Date The effective date ofthis CRA as well as any formal written and signed amendment is the date of signature by the Washington State Department ofEcology VI Entire Areement And Sinatures The Parties hereto have agreed to the tasks budget detail and schedule described herein Part A This entire agreement consisting ofPart A Special Terms and Conditions and Scope ofWork Part B General Terms and Conditions and any formal written and signed amendment can only be modified by a subsequent formal written and signed amendment as described in Section II E3 ofPart B General Terms and Conditions Applica Ecology s Authorized Official e f t z Date 6 NyAddress P O Box 47600 City State Zip Olympia W A 98504 Telephone 360 407 6600 E mail Fax 360 407 7153 By Title Pe Iv 8 Leu0 VII Q CYIDateLIvV Address Ls w Y a1 S City State Zip hWn W I 01 0 Telephone 2 LJ3l t E mail p ew s olAlowvY w c pi Fax zS3 2i1 i 32 J9Er Washington State Department of Ecology Cost Reimbursement Agreement CRA Part A Special Terms and Conditions and Scope of Work Current For FY 2005 Page 5 of 5 Boiler Plate Last Updated 8 10 04 RESOLUTION NO 3920 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL AGREEMENT ESTABLISHING WATER SERVICE BOUNDARIES BETWEEN THE CITY OF KENT KING COUNTY WATER DISTRICT NO 111 AND THE CITY OF AUBURN WHEREAS pursuant to RCW 35 A 11 040 Auburn has the legal authority to exercise its powers and perform any of its functions as set forth in RCW 39 34 and WHEREAS pursuant to Chapter 39 34 RCW the Interlocal Cooperation Act Auburn has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS pursuant to Chapter 39 34 RCW the Interlocal Cooperation Act Kent has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS pursuant to Chapter 39 34 RCW the Interlocal Cooperation Act WD 111 has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS the parties recognize the responsibility of public water utilities to provide efficient and reliable service to their customers at reasonable cost and WHEREAS Kent owns and desires to be the water service provider for a property currently within the corporate limits of Kent and within the service areas of Auburn and WD 111 and WHEREAS pursuant to Chapter 70 116 RCW Public Water System Coordination Act the Parties determined and agreed upon the water service areas between the Parties as set forth in the South King County Coordinated Water System Plan Plan and the Parties now desire to modify their water service area boundaries as agreed in this Agreement Resolution No 3920 May 25 2006 Page 1 NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor of the City of Auburn is herewith authorized to execute a Water Service Boundary Agreement between the City of Kent King County Water District No 111 and the City of Auburn in substantial conformity with the agreement attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 This resolution shall be in full force and effect upon passage and signatures hereon Resolution No 3920 May 25 2006 Page 2 DATED this staay Of J 2006 ATTEST IOtUW tL1 J banleJle E Daskam City Clerk Resolution No 3920 May 25 2006 Page 3 PETER B LEWIS MAYOR @1W Grantee A 1 sSlgnee Beneficia 2 Kent City of ry Last name first King County Water District No 111 Legal Description abbr eVlated ie lot block Ip at or section townshlp range PER RCW 39 34 o Additional legal is on page of document Assessor s Pro N A perty Tax ParcellAcc ount Number oAssessor Tax not yet assigned rIQORtby Pacific 8 8IOOIM1odation 11tfe eX8mlned as only It not been to 10 to proper 8Xecutio atf8ct upon tille n EXHIBIT A CITY OF KENT KING COUNTY WATER DISTRICT NO 111 and CITY OF AUBURN INTERLOCAL AGREEMENT ESTABLISHING WATER SERVICE BOUNDARIES IS AGREEMENT Agreement made and entered into this day of l 2006 by and between the City of Kent a Washington municipal co poration Kent King County Water District No 111 a Washington municipal corporation WD 111 and the CITY OF AUBURN a Washington municipal corporation Auburn all being duly organized and existing under and by virtue of the laws of the State of Washington individually a Party and collectively the Parties WITNESSETH WHEREAS pursuant to RCW 35 A 11 040 Auburn has the legal authority to exercise its powers and perform any of its functions as set forth in RCW 39 34 and WHEREAS pursuant to Chapter 39 34 RCW the Interlocal Cooperation Act Auburn has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS pursuant to Chapter 39 34 RCW the Interlocal Cooperation Act Kent has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS pursuant to Chapter 39 34 RCW the Interlocal Cooperation Act WD 111 has the legal authority to cooperate with other localities and utilities on the basis of mutual advantage and the efficient provision of municipal services and WHEREAS the parties recognize the responsibility of public water utilities to provide efficient and reliable service to their customers at reasonable cost and WHEREAS Kent owns and desires to be the water service provider for a property currently within the corporate limits of Kent and within the service areas of Auburn and WD 111 and WHEREAS pursuant to Chapter 70 116 RCW Public Water System Coordination Act the Parties determined and agreed upon the water service areas between the Parties as set forth in the South King County Coordinated Water System Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 1 of 9 Plan Plan and the Parties now desire to modify their water service area boundaries as agreed in this Agreement NOW THEREFORE in consideration of the terms and conditions set forth herein the Parties agree as follows 1 Water Service Area WD 111 and Auburn agree to relinquish to Kent the water service area depicted on the m p attached hereto as Attachment 1 and legally described in Attachment 2 which are by this reference incorporated herein The Parties agree that the South King County Coordinated Water System Plan and the water service area boundaries as set forth in the Plan shall be modified to be in accordance with the Parties water service area boundaries as set forth in Attachment 1 2 Management Regulation and Control of Water System Kent WD 111 and Auburn shall have the sole responsibility and authority to construct maintain manage conduct and operate their water systems within their designated water service areas as depicted in Attachment 1 together with any additions extensions and betterments thereto 3 Future Annexations The Parties agree that Kent shall provide water service to the area depicted in Attachment 1 without regard to the present corporate boundaries of the Parties and without regard to future corporate boundaries as they may be periodically altered through annexation 4 Kent Comprehensive Water Planning The terms of this Agreement will be included as an amendment to Kent s Comprehensive Water System Plan Kent will submit to Auburn and WD 111 its Comprehensive Water System Plans and amendments thereto 5 WD 111 Comprehensive Water Planning The terms of this Agreement will be included as an amendment to WD 111 s Comprehensive Water Plan WD 111 will submit to Kent and Auburn its Comprehensive Water System Plans and amendments thereto 6 Auburn Comprehensive Water Planning The terms of this Agreement will be included as an amendment to Auburn s Comprehensive Water Plan Auburn will submit to Kent and WD 111 its Comprehensive Water System Plans and amendments thereto 7 Reliance Each Party hereto acknowledges that the terms hereof will be relied upon by the other in its comprehensive planning to meet the needs of the service area designated herein Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 2 of 9 8 Liability Except as set forth in Section 12 regarding default failure to perform or negligent conduct the Parties agree that this Agreement shall not be a source of liability between the Parties for any failure or interruption of service in the service area of any Party as designated in this Agreement 9 Government Notifications Auburn will give notice of the adoption of this Agreement to Metropolitan King County to the Washington State Department of Health to the South King County Regional Water Association to the Water Utility Coordinating Committee and to any other agency with jurisdiction over or interest in the terms hereof and the Parties shall cooperate and assist each other in all reasonable manner in procuring any necessary approvals hereof by those agencies 10 Boundary Review Board In the event that implementation of the terms herein result in permanent water service to areas that will be outside the respective service boundaries of Kent WD 111 or Auburn the Parties will at the time of such service jointly file a notice of intention with the King County Boundary Review Board in accordance with Chapter 36 93 090 RCW and Chapter 57 08 047 RCW 11 Alteration Amendment or Modification Kent WD 111 and Auburn hereby reserve the right to alter amend or modify the terms and conditions of this Agreement only upon written agreement of the Parties to such alteration amendment or modification 12 Indemnification and Hold Harmless Each Party hereto agrees to protect defend and indemnify the other Parties their officers officials employees and agents from any and all cost claims judgments and or awards of damages arising out of or in any way resulting from the indemnifying Party s its employees subcontractors or agents default failure of performance or negligent conduct associated with this agreement Each Party agrees that its obligations under this provision extend to any claim demand and or cause of action brought by or on behalf of any of its employees or agents The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Party s immunity under Washington s Industrial Insurance Act RCW Title 51 as respects the other Parties only and only to the extent necessary to provide each Party with a full and complete indemnity of claims made by the other Party s employees The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them 13 Integration This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof and there are no other representations or oral agreements other than those listed herein which vary the terms of this Agreement Future agreements may occur between the Parties to transfer additional or future service areas by mutual agreement Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 3 of 9 14 Obligation Intact Nothing herein shall be construed to alter the rights responsibilities liabilities or obligations of Kent WD 111 or Auburn regarding provision of water service except as specifically set forth herein 15 Duration This Agreement shall take effect on the last day approved by all of the Parties and shall remain in effect until modified by written agreement of the Parties 16 Recording Pursuant to RCW 39 34 040 following the approval and execution of this Agreement by the Parties this Agreement shall be filed with the King County Auditor Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 4 of 9 CITY OF KENT Approved by Motion No regular meeting held on the 2006 of the City of Kent Kent Washington at its d day of 2dL Approved as to form i1 ttCityofKentI City Attorney KING COUNTY WATER DISTRICT NO 111 Approved by Resolution No of the King County Water District No 111 Kent Washington at its regular meeting held on the 8 day of JI 2006 By iJA 0 Patrick Hanis President King County Water District No 111 Appro v d aSflVqorm ItvlL v I c General Counsel ty Water District No 111 Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 5 of 9 CITY OF AUBURN Approved by Resolution No 39 of the City of Auburn Washington at its regular meeting held on the day of u 2006 O Peter B Lewis Mayor City of Auburn Attest QalyjDamelleDaskam City Clerk Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 6of 9 U1 ST 284th E 286th I CITY 0SERVI i SE 288th ST SE 288TH PL q pJ t C2 rn WATER DISTRICT 11 rn SERVICE AREA 0 C2 C G S q pJ co SE 304th ST TH ST CITY OF AUB RNSE305THPL Q SERVld Q THST ARE SE 306TH SE 306TH CT I wtozVJ rnCJSE SE 307TH P 306TH PLrnSE30TT w SE 308TH PL SE 308T SE 308TH PLHPL SE 308TH PL I 0 CITY OF KENT KING COUNTY WATER DISTRICT NO 111 AND CITY OF AUBURN INTERLOCAL AGREEMENT ESTABLISHING WATER SERVICE BOUNDARIES ATTACHMENT 1 Attachment 2 Legal Description THAT PORTION OF THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF SECTION 4 TOWNSHIP 21 NORTH RANGE 5 EAST W M IN KING COUNTY WASHINGTON DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHEAST CORNER OF GOVERNMENT LOT 3 IN SAID SECTION 4 THENCE WEST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 3 A DISTANCE OF 30 FEET TO THE WEST MARGIN OF 124TH AVENUE SOUTHEAST AND THE TRUE POINT OF BEGINNING THENCE SOUTH ALONG SAID WEST MARGIN TO THE NORTHERLY MARGIN OF SOUTHEAST 304TH STREET THENCE WESTERLYALONG SAID NORTHERLY MARGIN OF SE 304TH STREET TO THE SOUTHEAST CORNER OF THE PLAT OF CRYSTAL MEADOWS AS RECORDED IN VOLUME 194 OF PLATS AT PAGES 66 AND 67 RECORDS OF KING COUNTY THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY EDGE OF SAID PLAT TO THE MOST NORTHERLY CORNER OF LOT 10 OF SAID PLAT THENCE WESTERLY ALONG THE NORTH EDGE OF SAID PLAT TO THE NORTHWEST CORNER OF LOT 15 OF SAID PLAT THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT 15 TO A POINT 50 FEET NORTH OF THE SOUTHEAST CORNER OF TRACT 11 OF THE PLAT OF THE SOUND TRUSTEE COMPANY S THIRD ADDITION ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 13 OF PLATS AT PAGE 100 RECORDS OF KING COUNTY WASHINGTON THENCE NORTHWESTERLY TO A POINT ON THE NORTH LINE OF THE SOUTH HALF OF SAID TRACT 11 SAID POINT LYING 135 FEET WEST OF THE EAST LINE OF SAID TRACT 11 Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 8 of 9 THENCE NORTH ALONG LAST SAID WEST LINE AND THE WEST LINE OF GOVERNMENT LOT 3 OF SAID SECTION 4 TO THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 3 THENCE EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 3 TO THE TRUE POINT OF BEGINNING Exhibit A Auburn Resolution No 3920 Kent WD 111 and Auburn Interlocal Agreement Establishing Water Service Boundaries Page 9 of 9 RESOLUTION NO 4008 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO TERMINATE EMERGENCY WATER SUPPLY INTERTIE AGREEMENT NO 2 BETWEEN THE CITY OF AUBURN AND LAKEHAVEN UTILITY DISTRICT WHEREAS pursuant to RCW 39 34 the Interlocal Cooperation Act the City of Auburn and Lakehaven Utility District entered into Emergency Water Supply Intertie Agreement 2 in 1998 and WHEREAS Lakehaven Utility District and City of Auburn Interlocal Agreement Resolution No 3652 establishing water service boundaries has been executed and WHEREAS portions of the Lakehaven water system have been constructed to supply water to apportion of Auburn s PAA and WHEREAS Auburn has evaluated water service issues and determined that it is not cost feasible to provide direct water service within its PAA above the 160 foot elevation adjacent to Lakehaven s water infrastructure and WHEREAS Lakehaven s delivery of water service to these areas will provide the maximum efficiency in the use of existing and future facilities and water planning and WHEREAS the constructed intertie facility is within the Lakehaven Utility District water service area and would need to be relocated to serve as an emergency connection and Resolution No 4008 April 6 2006 Page 1 WHEREAS if an emergency intertie is required one would be constructed at the location covered under emergency water supply agreement nO 1 NOW THEREFORE THE COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES THAT Section 1 The Mayor of the City of Auburn is herewith authorized to terminate the Emergency Water Supply Intertie Agreement No 2 between the City and Lakehaven Utility District attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 This resolution shall be in full force and effect upon passage and signatures hereon DATEDlhiSmayot t 2006 CITY OF AUBURN PETER B LEWIS MAYOR m Resolution No 4008 April 6 2006 Page 2 ATTEST Ala Dr Z Jb Danielle E Daskam City Clerk APPROVED AS TO FORM Daniel B Heid City Attorney Resolution No 4008 April 6 2006 Page 3 11 n r J 1 I1 1 1Ij I I 1 j 1 1 1 I I j I EMERGENCY WATER SUPPLY AGREEMENT LakehavenlAuburn Intertie No 2 THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as City and Lakehaven Utility District hereinafter referred to as District WITNESSETH WHEREAS the City has water facilities in the vicinity ofa water main ofthe District and WHEREAS the City can increase fire protection reliability for its customers if water is available from the District and WHEREAS the District is willing to provide to the City service necessary to increase fire fighting reliability upon the terms and conditions set forth herein NOW THEREFORE IT IS MUTUALLY AGREED as follows 1 The District hereby grants to the City the right to connect a water meter and appurtenances to the end of the 8 inch water main located in a vault at the intersection of R Street NW on Abby Drive in King County Washington 2 The meter described in Paragraph No 1 herein is installed to increase fire fighting reliability or emergency water supply Water shall not be withdrawn from the supply without the prior written approval ofthe District At such time the City shall state the requested time ofcommencement duration ofuse and quantity ofwater to be so used 3 The City shall comply with all District resolutions and rules relating to connection to the District s water system including but not limited to the District s written approval of plans and specifications for the connection prior to construction 4 The City shall pay to the District the same connection fee rates and charges and monthly service charges except for capital facilities charge as are established from time to time by District resolution and as are applicable to the use of a six 6 inch meter The current monthly service charge for a six 6 inch meter is 238 20 per month The current rate for water use is OA8 ccffor winter usage November June and O 96 ccffor summer usage July October and these rates shall be in effect until such time as the District amends its rate resolution or until a meter of different size is utilized 5 This Agreement shall not authorize or permit the City to take water from the connection described herein beyond what is described in paragraph 2 ORIGINAL Exhibit A Resolution No 2954 Word3 EI Interloca1Aubum Emergency Water Supply Agreement doc dim 04 08 98 Page 1 1 I I 1 1 6 The cost of the meter installation pursuant to this Agreement shall be fully reimbursed by the City and shall become the property of the District upon completion of installation 7 a In case of emergency or whenever the public health safety or the equitable distribution ofwater so demands the District may change reduce or limit the time for or temporarily discontinue the supply of water without notice b Water service may be temporarily interrupted limited for purposes ofmaking repairs extensions or doing other necessary work and c The District shall not be responsible for any damage resulting from interruption change or failure ofthe water supply and the City shall save and hold harmless the District from any loss damages or suites to or by customers ofthe City resulting from interruption change or failure of water supply provided by this Agreement except damages arising out ofthe District s negligence Prior to a planned interruption or limiting of service the District will notify the City ofsuch not less than three days prior to the service disruption The District agrees to use best efforts and reasonable diligence to notify City as soon after it becomes aware ofthe need for service disruption and further will to the extent practical limit the service disruptions to daylight hours 8 In the event of non performance of any provision herein by the City District may shut off water supplied pursuant to this Agreement 9 This Agreement may be terminated by either party hereto upon 60 days written notice to the other party IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN King County Washington BY II l l 9 Mayor Date By City Attorney LAKEHAVEN UTILITY DISTRICT King County Washington tdBy Approv 4 Cfe Date By ORIGINAL Word3 EllnterlocalAubum Emergency Water Supply Agreement doc dim 04 08 98 Page 2 RESOLUTION NO 4596 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF BONNEY LAKE WHEREAS pursuant to RCW 3934 the Interlocal Cooperation Act Aubum and Bonney Lake have legal authority to cooperate with otherlocalities on the basis of mutual advantage and provision or services and WHEREAS the Cities have previously entered into an Emergency Water System Intertie Agreement in order to increase fire protection and emergency water supply reliability for their customers and WHEREAS the Cities are willing to continue to provide these necessary services to increase fire fighting and emergency supply reliability and WHEREAS the Cities wish to enter into a new Intertie Agreement NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor and City Clerk of the City of Aubum are hereby authorized to execute an Emergency Water System Intertie Agreement with the City of Bonney Lake in substantially the same form as attached hereto as Exhibif A which is made a part hereof as though set forth in full herein Resolution 4596 May 3 2010 Page 1 Section 2 Implementation The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this resolution Section 3 Effective Date This Resolution shall take effect and be in full force upon passage and signatures hereon Dated and Signed this day of 1Yl d4 2010 UBU P TER B LEWIS MAYOR ATTEST Danielle E Daskam City Clerk 7APPE S TO F RM niel B H d City Attorney Resolufiorr 4596 May 3 2010 Page 2 EMERGEIdCY WATER SYSTEM INTERTIE AGREEMENTBonneyLakeAuburn THIS AGREEMENT made and entered into by and between the City of AubumaubumandtheCityofBonneyLakeBonneyLakeforthepurposesofplanningdesigningconstructingmaintainingandoperatinganemergencysystemintertiebetweentherespectiveparties WITNESSETH WHEREAS both Cities have water acilities in the viciniy and WHEREAS both Cities can increase fire protection and emergency water supplyreliabilityfortheircustomersand WHEREAS the Cities are willing to provide the necessary services to increasefirefightingandemergencysupplyreliabilityuponthetermsandconditionssetforthherein NOW THE92EFORE tT IS MUTUALLY AGREED as follows 1 The emergency water system intertie is designed to be operated manuallyasatwowayemergencysupplybetweentheAubumandBonneyLakeSystemsThefacilityislocatedinEvergreenWaySEattheWater8erviceAreaBoundariesbetweenthetwocitiesTheprimarypurposeofitheintertieis4oprovidewaterducinganemergencyForpurposesofthisagreementanemergencyshailbedefinedasresultingfromawatershortageamajorwaterifiebreakfiredemandcontaminationtothewatersupplysystemmechanicalequipmentfailureelectricalequipmentfailureorPugetoundEnergyfacilityfailureoranyotheragreeduponemergencywithinthewatersupplysystemThemaximumdurationofanemergencyisseven7days However in certain situations such as prolonged equipment repair theintertiemayneedtobeopenforlongerthanseven7daysThepartyrequestingtheextendeduseoftheintertieshallnotifyheotherpartyofthisneedfortyeight48hoursbeforetheendoftheemeencandshallprovidetheotherpartyawrittenestimateofhowongitintendstotakewaterassoonaspracticable Tacoma Intertie Operation At times in orderto meet its own water supplydemandsaswellasAubumsBonneyLakemayneedtoactivateitsemergencyintertieagreementwithTac9maPublicUtilitiesTPUAubumagreesthatwhiletheTPUIntertieisopenthatwaterflowing Page1 of5 i I f through the AubumBonney Lake intertie shall be assumed fo be TPU water Aubum shall be held to the same conditions as Bonney Lake in its Wholesale Water Agreement with TPU Water supplied to Bonney Lake byTPUduringpeakdemandperiodsrequiresamatchingamounfofuseduringthelasquarteroftheyearinordertoqualifyforwholesaleconsumptionratesversushigherratesusedduringpeakdemandperiods Aubum shaii purchase water during the last quarter of the year fromBonneyLakeandTPUuntilthiscAnsumpionformulaissatisfiedFor purposes of satisfying the consumptfon formula the water supplied toAubumduringthelastquarteroftheyearisnottotieusedsolelyforpeakdemandperiodsratheritistobeusedfornonrecurringmalntenanceand repair purposes preferaaly not during peak demand periods 2 Aubum will own and maintain the piping interior equipment meter andinteriorappurtenancesandallpipinguptotheBonneyLakesideofthevaultforthemeteringstation 3 Bonney Lake will own and maintain the exterior appurtenances and all piping on Bonney Lakes side of the vault 4 Each City will each have unlimited access to the vault via a dual padlock or ownership of keys to the vault 5 Each Cify wi8 operate its respective normallylocked valve inside of the vauit Aubumwill soleiy unlock and operate the locked valve on AubumssideofthemeerandBonneyLakewillsolelyunlockandoperatethe locked valve on Bonney Lakes side of the meter 6 The procedure for operating the intertie in the event ofi such emergencyshallbeasfollows A Each Cityshall determine that an emergency as defined in this Agreement has occurred which waRants the need to request thattheintertiebeactvated B The Public Works Director or designee of the requesting party shallprovideaverbalrequesttotheotherCitysPublicWorksDirecforor designee Upon agreement that an emergency exists which shall allow for the intertie to be opened the intertie will be activated as soon as reasonably possible Bofh Cifies personnel shall be present at the vaulf to open the valves fo activate the facility Page 2 of5 C The City requesting the activation shall provide a writtenconfirmafionoftherequestnotlessthan24hoursaftectheverbalrequestoronthefirstdayofnormalbusinessaftertheverbalrequest 7 The intertie shall remain activated until the City requesting activationdeterminesthattheneedforactivationoftheemergencyintertiehasceasedandshallrequestinwritingtoclosetheintertie 8 In case of emergency oc whenever the public health safety or theequitabledistributionofwatersodemandstheCitysupplyingthewatermaychangereduceorlimitthetimeforortemporarilydiscontinuethesupplyofwaterwithoutnoticewaterservicemaybetemporarilyinterruptedlimitedforpurposesofmakingrepairsextensionsordoingothernecessaryworkTheCitysupplyingthewatershallnotberesponsibleforanydamageresultingfrominterruptionchangeorfailureofthewatersupplyandtheCityreceivingthewaterCifyrequestingactivationshallsaveandholdharmlesstheCitysupplyingthewaterfromanylossdamagesorsuitstoorbycustomersoftheCityreceivingfhewaterresultingfrominterruptionchangeorfailureofiwatersupplyprovidedbythisAgreementexceptdamagesarisingoutoftheCitysupplyingthewatersnegligencePriortoaplannedinterrupfionorlimitingofservicetheCitysupplyingthewaterwilfnotifytheCityreceivingthewaterofsuchnotlessthanthreedayspriortotheservlcedisruptionTheCitysupplyingthewateragreestousebesteffortsandreasonablediligencetonotifytheCityreceivingthewaterassoonafteritbecomesawareofUieneedforsenricedisruptionandfurtherwilltotheextentpracticallimittheservicedisruptiontodaylighthours 9 Aubum and Bonney Lake staff shall read fhe meter upon activation andupondeactivationoftheintertieThecityswpplyingthewatershallverifytheinformationandshallthencalculateandinvoicetheothercityforthewaterusedduringtherequestTheinvoiceshallbecalculatedbythetotalwaterusedduringtheevent 10 The rate paid foT water shall be determined by one ofthree scenariosunderwhichwateristakenthroughtheintertieThescenarios aredescribedasfollows A Ememencv V1later This is short term water taken over a period nottoexceedseven7daysThisratereliesonlocallyproducedwateranddoesnotincludeTPUintertiewaterTherateforthisscenarfoshai1beatthefowesfcurrentAubumor6orrneyIkeResPdentialRatBforserviceoutsPdeCityboundartesdepsnding3ia iwhiehdtyissupplyin9thewaterTtaisshalfbecompetepaymentarhewaterlabarandadrninitrationnfactivatfngiefntettfe jIRage3of5 i i iI B Prolonged Eauipment Repair Water This water is taken over aperiodexceedingseven7daysasneededtocompletelengthyrepairsTherateforthisscenarioshallbeattheAubumorBonneyLakeResidentialRateactuallychargedforserviceoutsideCityboundariesdependingonwhichcifyissellingthewaterpius10Thisshallbecompletepaymentforthewaterlaborandadministrationofactivatingtheintertie i ICTPUIntertieWaterIfBonneyLakeneedstoopentheTPUintertie to meet system demands whils Aubum is taking waterfrom BonneyLakethenallwaterflowingtoAubumasmeasuredbythe IAubumBonneyLakeintertiemetershallbeconsideredTPUwafer The rate for TPU water shall be the wholesale rafe set forth in Tacoma Municipal Code 1210400 as eurrently adopted by theTacomaPubficUtilityTPUBoardandTacamaCityCounciiInthisscenarioonlytheTPUratewithanadditivewheelingfeeshallapply IregardlessofthetimetheintertieisactivatedWhentheTPUiIntertieisopenedorclosedtosupportAubumBonneyLakeshallnotifyAubumthatsameday Aubum understands that Bonney Lake will incur additional costswhenheyactivatetheTPUintertieTheeostsincludebutarenotlimitedtoincreasedsystemoperationcostsiepumpingtreatment and sampling and administrative costs such as meter reads and Tacoma and Aubum accounting and billing Since these costs are not easily separated frorn normal water system operation costsBonneyLakeandAubumagreethatthesecostsbecompensatedusingaWheelingfeeTheWheelingfeeshallbecalculatedas percentage of the total cost ofthe wrater taken thcough theAubumBonneyLakeintertiemeterTheWheelingfeerate shall be 15 of the total cost of TPU water taken by Aubum Not later than 30 days after the Bonney LakeTPU intertie is deactivated Bonney Lake will submit a reconciliation bill for the quantity of water supplied to Aubum during the period the BonneyLakeAubumintertieisactivatedInaddifionBonneyLakereserves the right to request monthly reimbursement if the intertie remains open for a prolonged period 11 Each City is responsible for associated staff administration and legalcostsassociatedwiththeimplementationoftheagreement 12 To the extent allawed by law each party shall defend indemnify and holdharmlesstheotherpartyitselectedofficialsemployeesandagentsfrom and againsf any and afl suits claims actions lo5ses costs expenses of litigation attomeysfees penalties and damages of whatsoever kind or Page 4 of 5 nature arising out of or in connection with or incident to an act or omissionoftheindemnifyingpartyitsemployeesagentsandcontractorsintheperformanceoftheindemnifyingpartysobligationsundertheAgreementandthisAmendmentThlsindemnificationprovisionshalFincludebutisnotlimitedtoallclaimsagainsteachpartybyanemployeeorformeremployeeoftheindemnifyingpartyoritscontractorsandastosuchclaimseachpartyexpresslywaivesallimmunityandiimitationofliabilityunderTitle51RCW 13 This Agreement shall remain in force until terminated by either partyheretoupon60dayswrittennoticetotheotherparty 14 This Agreement contains the errtire agreement of the parties with respecttothesubjectmatterofthisAgreementandsupersedesaUpriornegotiationsagreementsandunderstandingswithrespecttheretoThisAgreemenfmayonlybeamendedbyawrittendocumentdulyexecutedbyallparties IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN CfTY OF BONNEY LAKEKinPieroeCotyashington By 2 gY WNPeterBLewisMayorDateNeilJonsoJryarDate Aft f AHarwoo4odT MervateDanielleDaskamCifyClerDateEdvalsonC Approv as to form Approved as to form B gyDarnelBidCifyAttoyateJames J Dionne City ftmey Date Page S of 5 i I i RESOLUTION NO 4 5 6 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR TO SIGN THE 2010 LAKE TAPPS AREA WATER RESOURCES AGREEMENT WHEREAS Cascade Water Alliance Cascade has entered into an agreement with Puget Sound Energy PSE to purchase PSEs interest in Lake Tapps and associated equipment related to PSEs former power generation operations at Lake Tapps and WHEREAS Cascade has applied to the Washington State Department of Ecology Ecology for a permit to utilize Lake Tapps as a municipal water supply although said permit has not yet been granted This application will convert the water right from its current hydropower production purpose which is a nonconsumptive use that keeps water in the basin to a recreation and municipal water supply purpose which is a consumptive use that will result in water being taken out of the basin The cities of Auburn Bonney Lake Buckley and Sumner Four Cities believe that this conversion and removal of water from the watershed of origin without addressing the needs of communities in the watershed is inconsistent with the goals and intent of state laws including laws relating to growth management watershed planning water resource management and environmental policy and the Cities intend for this Agreement to at least partially address the Cities concerns about removal of substantial amounts of water from the basin and WHEREAS each of the Four Cities is located in close proximity to Lake Tapps and Bonney Lake borders on the Lake and Resolution No 4563 January 13 2010 Page 1 of 4 WHEREAS Lake Tapps is an important resource for the Four Cities and the East Pierce County region for both recreation and municipal water supply purposes and WHEREAS each of the Four Cities is located in close proximity to the White River and three of the cities Auburn Buckley and Sumner border on the River and WHEREAS the White River is an important resource for the Four Cities and the watershed for fisheries recreation and municipal water supply purposes and WHEREAS the Four Cities each have a duty and responsibility to provide water to serve their growing communities and face significant challenges securing future water supplies in a basin that is closed to new withdrawals and WHEREAS Cascade also has purchased significant amounts of water from and paid system development charges to Tacoma Public Utilities TPU for municipal water and WHEREAS the Four Cities each have a present need for additional water but Cascades ownership of the Lake Tapps water right and its operation and utilization of the Lake as a municipal water supply may impair the Four Cities ability to secure future water supplies for their citizens and WHEREAS ensuring that the Four Cities can meet the future water demands of their growing communities is in the public interest and WHEREAS in recognition of the need to maintain Lake Tapps as a recreation resource Cascade has entered into a Definitive Agreement with the Resolution No 4563 January 13 2010 Page 2 of 4 Lake Tapps Community Council LTCC that obligates Cascade to maintain water levels in the Lake at normal full pool during the summer months and WHEREAS the Four Cities seek to mitigate the possible adverse effects of Cascades operation of Lake Tapps on the Four Cities while cooperating with Cascades efforts to develop Lake Tapps as a water supply source NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN HEREBY RESOLVES as follows Section 1 The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute the 2010 Lake Tapps Area Water Resources Agreement which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 This resolution shatl be in full force and effect upon passage and Dated and Signed this day of CZ46L3L 2010 C14 OF AUBURN P ER B LEWIS MAYOR Resolution No 4563 January 13 2010 Page 3 of 4 ATTEST Danielle E Daskam City Cierk APPROVED AS TO F iel B PFsW City Resolution No 4563 January 13 2010 Page 4 of 4 20100218000340PACIFICNWTITAG7400G00F Return Address 02 18 2 10 10135KIrccouNrvWqAuburnCityClerk City of Auburn 25 West Main St Auburn WA 98001 RECORDERS COVER SHEET Document Titles or transactions contained therein Interlocal Agreement Reference Numbers of Documents assigned or released Additional reference s on page of document GrantorsBorrowers Last name first then first name and initials Cascade Water Alliance k GranteeAssigneeBeneficiary Last name first 1 Auburn City of 2 Bonney Lake City of 3 Buckley City of a 4 Sumner City of Legal Description abbreviated ie lot block plat or section township range PER RCW 3934 Additional legal is on page of document Assessors Property Tax ParcelAccount Number uaers fwa fX NA yyr a Eb v s rr T o Assessor Tax not yet assigned 114k 2010 LAKE TAPPS AREA WATER RESOURCES AGREEMENT AMONG THE CITIES OF AUBURN BONNEY LAKE BUCKLEY AND SUNINER AND CASCADE WATER ALLIANCE THIS LAKE TAPPS AREA WATER RESOURCES AGREEMENT Agreement made and entered into on the 5t day of February 2010 by and among the CITY OF AUBURN Auburn the CITY OF BONNEY LAKE Bonney Lake the CITY OF BUCKLEY Buckley the CITY OF SUMNER Suxnner all municipal corporations of the State of Washington collectively the Four Cities and the CASCADE WATER ALLIANCE a Washington nonprofit corporation Cascade The Four Cities and Cascade together are sometimes collectively referred to as the Parties DEFINITIONS Water Right shall mean the water right applications submitted to the Department of Ecology Ecology 5229920 R229935 and S229934 in their current form or as may be modified and as approved by Ecology Cascades Tacoma Wholesale Agreement means the Agreement For The Sale of Wholesale Water Between The City of Tacoma Department ofPublic Utilities Water Division and Cascade Water Alliance dated October 13 2005 The terms Capacity Reservation Fee Peaking Factor and System Development Charges are used in this Agreement as defined in Cascades Tacoma Wholesale Agreement City means one of the Four Cities individually Other Agreements means the Agreement Regarding Reservoar Management Between PSE and the Lake Tapps Community dated March 31 2004 the White River Management Agreement Between the Puyallup Tribe of Indians the Muckleshoot Indian Tribe and Cascade Water Alliance dated August 6 2008 the Lake Tapps Water Rights Settlement Agreement dated August 6 2008 the Natural Resources Enhancement Agreement lvith the Puyallup Tribe of Indians dated August 6 2008 and the 2009 Agreement Regarding Lake Tapps between Cascade Water Alliance and the Lake Tapps Community dated May 13 2009 TERMS OF AGREEMENT In consideration of their mutual covenants conditions and promises THE PARTIES HERETO AGREE as follows Page 1 2010 Lake Tapps Area Water Resources Agreement February 1 2010 EFFECTIVE DATE AND TERM This Agreement shall take effect when executed by the Parties and shall remain in full force and effect for fifty 50 years unless terminated in whole or in part earlier in accordance with Sections 4 and 10 Provided that any actions taken to enforce this Agreement before it expires any conditions contained in permits issued pursuant to or implementing the terms ofthis Agreement and any contracts to purchase water shall survive this Agreement The Term of this Agreement may be extended by written agreement of the Parties CASCADES RESPONSIBILITIES 1 Lake Tapps Municipal Advisory Group Cascade agrees to the establishment of the Lake Tapps Municipal Advisory Group as follows a The Lake Tapps Municipal Advisory Group shall consist of the elected Mayors of each of the Four Cities and three 3 members of the Cascade Board of Directors the Cascade Board If any ofthe Four Cities becomes a Member of Cascade the Mayor of that City will not be considered a member of the Lake Tapps Municipal Advisory Group unless appointed as a representative of the Cascade Board b The Lake Tapps Municipal Advisory Group will be a nonvoting entity with the purpose of 1 advising the Four Cities of proposed or pending Cascade decisions or actions related to the management of Lake Tapps that may affect the Four Cities 2 advising Cascade of any issue that the Four Cities may have related to Cascades management of Lake Tapps 3 seeking cooperative resolution of any issues raised by Cascade or the Four Cities and 4 any other matters related to the implementation of provisions of this Agreement c The Lake Tapps Municipal Advisory Group will meet at least twice annually with such meetings to be generally held in earlymid October and earlymid April or as otherwise agreed by the members Meetings may include staff of Cascade and the Four Cities as determined by the group At the regular meeting of the Cascade Board immediately following a meeting of the Lake Tapps Municipal Advisory Group a representative of the group will report on the issues discussed and present any recommendations for cooperative resolution of any issues discussed 2 Remedies for Negative Impact on Water Supply In accordance with the terms of this Agreement if Cascades Lake Tapps water supply operations result in a negative impact to the water supplies of one of the Four Cities that is not a Cascade member the City claiming a negative impact must notify Cascade of their claim and give Cascade at least sixty days to resolve the claimed impact If Cascade fails to resolve the claimed negative impact or disputes that the negative impact exists the City claiming the negative impact may pursue existing legal remedies in accordance with state and federal law If a court Page 2 2010 Lake Tapps Area Water Resources Agreement February 1 2010 determines that a negative impact has occurred Cascade shall implement a remedy acceptable to the claiming City or if the affected City or Cities and Cascade can not agree on a remedy the court shall establish the terms for the remedy 3 Water Supply Assistance Cascade agrees to assist the Four Cities in their efforts to meet their respective projected 50year water needs by implementing one or more of the following measures a Tacoma Wholesale Water Through December 31 2026 Cascade sha11 make available the following water supply that may be purchased by the Four Cities either individually or jointly up to six 6 million gallons per day MGD under section 62 of Cascades Tacoma Wholesale Agreement hereinafter referred to as Cascades Guaranteed Reserve Capacity and up to four 4 MGD under section 61 of Cascades Tacoma Wholesale Agreement hereinafter referred to as Cascades Permanent Capacity under the following conditions 1 For water supply from Cascades Guaranteed Reserve Capacity to be available throughout the year the City agrees to pay to Cascade an amount equal to the Capacity Reservation Fee CRF paid to Tacoma multiplied by the amount to be purchased in MGD 157007400 per MGD It is understood that this Guaranteed Reserve Capacity water includes a peaking factor of 133 for the months of June through September and the City agrees to pay this fee 2 For water supply from Cascades Guaranteed Reserve Capacity to be available only during the peak season June through September the City agrees to pay to Cascade an amount equal to a prorated portion of the Capacity Reservation Fee paid to Tacoma multiplied by the amount to be purchased in MGD 13 of the CRF or 52335800 per MGD It is understood that this Guaranteed Reserve Capacity water includes a peaking factor of 133 for the months of June through September and the City agrees to pay this fee 3 For water supply from Cascades Permanent Capacity to be available either during peak period only or throughout the year the City agrees to pay to Cascade an amount equal to the System Development Charge SDC paid by Cascade to Tacoma multiplied by the amount to be purchased in MGD 4121000 per 1VIGD prorated by the number of months the water will be used each year For example if a City purchases 1 MGD only from June through September it would pay 13 of the SDC or 1373667 per MGD It is understood that this Permanent Capacity water includes a peaking factor of 133 for the months of June through September and the City agrees to pay this fee Page 3 2010 Lake Tapps Area Water Resources Agreement February 1 2010 r r 4 Each City that purchases water under this Section 3 of this Agreement will designate a delivery point and either pay Tacoma directly or reimburse Cascade for costs incurred to install necessary service taps meters or vaults Any infrastructure beyond the designated delivery point that may be required to deliver the purchased water to retail customers will be solely the responsibility of the City 5 Each City that purchases water under this Section 3 of this Agreement will provide Cascade with the necessary delivery scheduling information required under Cascades Tacoma Wholesale Agreement and will reimburse Cascade for all wholesale charges from Tacoma associated with deliveries at the Citys delivery point in accordance with the provisions of Section 91 of Cascades Tacoma Wholesale Agreement except for Cascades obligation to pay the Minimum Monthly Bill 6 At any time prior to December 31 2026 any of the Four Cities that have entered into wholesale water purchase agreements with Cascade under this Section 3 of this Agreement may ask Cascade to request that Tacoma make permanent the amount of water being purchased from Cascade under this Section 3 in accordance with section 151 of Cascades Tacoma Wholesale Agreement If approved by Tacoma the requesting City agrees to pay to Cascade any amounts due from Cascade to Tacoma pursuant to section 1512 of Cascades Tacoma Wholesale Agreement for the duration of Cascades obligation to Tacoma n Cascade shall not terminate relinquish or amend Cascades Tacoma Wholesale Agreement in any way that adversely impacts the Four Cities ability to purchase water as set forth in this Agreement without the prior express written consent of the Four Cities b Regional ReservedWater Through December 31 2030 Cascade will provide Lake Tapps Region Reserved Water Regional Reserved Water to assist the Four Cities to secure or apply for alternative water supplies or water rights under the following conditions 1 Cascade will include Regional Reserved Water consistent with this Agreement in its State Environmental Policy Act SEPA Draft Environmental Impact Statement DEIS regarding the Lake Tapps Water Rights and Supply Project 2 Subject to the SEPA DEIS process Cascade will request approval by Ecology of the Lake Tapps municipal water right application as follows Page 4 2010 Lake Tapps Area Water Resources Agreement February 1 2010 a Regional Reserved Water in an amount of seven 7 cubic feet per second cfs annual average Qa and ten 10 cfs maximum instantaneous Qi would be reserved for the use by any or a11 of the Four Cities to mitigate impacts on the White River of new water rights or changes to existing water rights b Regional Reserved Water would not be diverted into Lake Tapps but instead be allowed to flow down the White River for potential use by any of the Four Cities 3 If such Regional Reserved Water is approved by the Department of Ecology as provide in this Agreement use of such Regional Reserved Water may be included as part of a water right application submitted individually by any of the Four Cities Ecology approval of water rights utilizing Regional Reserved Water must be secured by the City on or before December 31 2030 Beneficial use of such Regional Reserved Water will take place consistent with approved development schedules included in those water right approvals Any Regional Reserved Water not authorized for use in a water right approved by December 31 2030 shall revert to Cascade 4 Cascade shall have no other obligation or involvement in any water right applications submitted by the Four Cities utilizing the Regional Reserved Water Any concerns Cascade may have regarding a Citys application shall be raised pursuant to the dispute resolution provisions of Section 18 of this Agreement prior to pursuing any legal action including administrative appeals 5 Within 90 days of any of the Four Cities receiving final approval of new or changed water rights incorporating use of Regional Reserved Water that City shall pay Cascade a onetime Regional Water Charge equal to 74395000 per cfs If the water right includes seasonal limitations on use of Regional Reserved Water the Regional Water Charge sha11 be prorated to reflect the seasonal availability of such water c Water from Tailrace Subject to availability and to supporting findings in a report of examination for one of the Four Cities new or changed water right applications Cascade would provide water by releasing water from the Lake Tapps Project tailrace to the White River on terms to be negotiated by Cascade and the requesting City d Support In order to support the efforts made by any of the Four Cities to acquire new water rights or transfer existing water rights and upon request by any of the Four Cities Cascade shall provide technical support in the form of access to existing modeling and any other technical documentation available to Cascade Upon request of the Four Page 5 2010 Lake Tapps Area Water Resources Agreement February 1 2010 Cities and so long as consistent with Other Agreements and approvals related to the Lake Tapps Project Cascade shall also provide letters or other documentation in support of actions taken by the Four Cities to secure new water rights or transfers of water rights including but not limited to letters of support in establishing a finding of overriding considerations of the public interest by the Department of Ecology pursuant to RCW 90540203a 4 Termination Cascades obligations under Sections 1 through 3 of this Agreement are in force and effect as to each City only so long as that City fulfills its obligations under this Agreement and has not appealed the Water Right 5 Local Franchise and Permit Requirements When operating in any of the Four Cities municipal boundaries Cascade will comply with all of that Citys franchise and permitting requirements CITIES RESPONSIBILITIES 6 Purchase of Tacoma Wholesale Water The Four Cities collectively or individually at each Citys sole discretion agree to buy water under Cascades Tacoma Wholesale Agreement at the rates including connection and wholesale charges as set forth in this Agreement The Four Cities shall be responsible for dividing the purchased capacity among themselves and shall negotiate wheeling or other applicable agreements either with Cascade or directly with Tacoma Water Except as expressly provided otherwise in this Agreement the Four Cities agree to be bound by the terms of the Cascades Tacoma Wholesale Agreement 7 Dismissal of Litigation Within fifteen 15 business days after filing andor recording of this Agreement Auburn will withdraw and dismiss its pending lawsuit with prejudice against Cascade King County Case Number 052357886 8 Four Cities Support of the Water Right So long as the EISs are issued by Cascade and the Water Right is approved by Ecology consistent with this Agreement the Four Cities will support the EISs and the Water Right 9 Municipal Advisory Group The Four Cities represented by their duly elected Mayors will participate in the Lake Tapps Municipal Advisory Group as described in this Agreement 10 Amending Legislation Within thirty 30 days of issuance of the Water Right consistent with this Agreement the Four Cities will support legislation amending RCW 3934215 by deleting subsections 4 c and 5 11 Termination The Four Cities obligations under Sections 6 through 10 of this Agreement Page 6 2010 Lake Tapps Area Water Resources Agreement February 1 2010 are in force and effect only so long as Cascade fulfills its obligations under this Agreement and the ROEs issued by Ecology for the Water Right are consistent with this Agreement regarding the Regional Reserved Water GENERAL 12 Indemnification Each Party sha11 indemnify and hold the other Parties and their agents employees andlor officers harmless from and shall process and defend at its own expense any and all claims demands suits at law or equity actions penalties losses damages or costs of whatsoever kind or nature brought against that Party arising out of in connection with or incident to the execution of this Agreement andor the Indemnifying Partys performance or failure to perform any aspect of this Agreement provided that nothing herein sha11 require an Indemnifying Party to hold harmless or defend any other Pariy its agents employees andor officers from any claims arising from the sole negligence of that other Party its agents employees andor officers No liability shall attach to any Party by reason of entering into this Agreement except as expressly provided herein 13 Compliance with regulations and laws The parties shall comply with all applicable rules and regulations pertaining to them in connection with the matters covered herein 14 Assignment No Party shall assign this Agreement or any interest obligation or duty therein without the express written consent of all other parties 15 Attorneys Fees If any party shall be required to bring any action to enforce any provision of this Agreement or shall be required to defend any action brought by the other party with respect to this Agreement and in the further event that one pariy shall substantially prevail in such action the losing party shall in addition to all other payments required therein pay all of the prevailing partys reasonable costs in connection with such action including such sums as the court or courts may adjudge reasonable as attorneys fees in the trial court and in any appellate courts 16 Notices All notices and payments hereunder may be delivered or mailed If mailed they shall be sent to the following respective addresses City of Auburn 25 West Main Auburn WA 980014998 Attn Public Works Director Phone253 9313000 Fax 253 9313053 City of Bonney Lake 19306 Bonney Lake Blvd Bonney Lake WA 98391 Attn Public Works Director Phone 253 8628602 Fax 253 8628538 Page 7 2010 Lake Tapps Area Water Resources Agreement February l 2010 City ofBuckley City of Sumner 933 Main St 1104 Maple St PO Box 1960 Sumner WA 98390 Buckley WA 98321 Attn Public Works Director Attn City Administrator Phone 253 8638300 Phone 360 8291921 Fax 253 2995509 Fax 360 8292659 Cascade Water Alliance General Counsel Cascade Water Alliance 11400 SE 8th Street Suite 440 GordonDerr LLP Bellevue Washington 98004 2025 First Avenue South Suite 500 Attn Chief Executive Officer Seattle Washington 981283140 Phone 425 4530930 Phone 206 3829540 Fax 425 4254530953 Fax 206 6250675 or to such other respective addresses as any party hereto may hereafter from time to time designate in writing All notices and payments mailed by regular post including first class shall be deemed to have been given on the second business day following the date of mailing ifproperly mailed and addressed Notices and payments sent by certified or registered mail shall be deemed to have been given on the next business day following the date of mailing if properly mailed and addressed For all types of mail the postmark affixed by the United States Postal Service shall be conclusive evidence ofthe date of mailing 17 Enforceability The Parties intend this Agreement to be certain and enforceable as well as a mechanism for ongoing collaboration as to any issues that may arise in connection with implementation of the Agreement Except as necessary for compliance with and enforcement of this Agreement the parties do not intend this Agreement to modify their respective rights or authorities 18 Dispute Resolution In the event that any dispute arises between Cascade and the Four Cities the aggrieved Party shall give a notice of the dispute to the other Party as provided in Section 16 Cascade and the Four Cities shall within five 5 days of such notice each nominate a senior officer of its management to meet at a mutually agreed location to attempt to resolve such dispute The Parties shall each designate a representatives to confer on the best and most cost effective way to resolve the dispute By mutual agreement they may choose direct negotiations or mediation If there is no agreement between the Parties on how to proceed within thirty 30 days either Party may pursue legal action provided however no Party shall be precluded from filing an appeal or action to prevent the expiration of a time period for filing or any statute of limitations Page 8 2010 Lake Tapps Area Water Resources Agreement February 1 2010 19 NonWaiver No delay or failure by a Party to exercise any of its rights powers or remedies under this Agreement following any breach by another Party shall be construed to be a waiver of any such breach or any acquiescence therein or of or in any similar breach thereafter occurring nor shall any waiver of any single breach be deemed a waiver of any other breach theretofore or thereafter occurring 20 Severability In the event that any of the terms of this Agreement are in conflict with any rule of law or statutory provision or otherwise unenforceable such terms will be deemed stricken from this Agreement but such invalidity or unenforceability will not invalidate any of the other terms of this Agreement and this Agreement will continue in force unless the invalidity or unenforceability of any such provisions hereof does substantial violence to or where the invalid or unenforceable provisions comprise an integral part of or are otherwise inseparable from the remainder of this Agreement 21 No Third Party Beneficiary This Agreement is for the sole and exclusive benefit of the Parties and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto 22 Amendment This Agreement only may be amended or supplemented in a writing signed by the Parties 23 Survival of Claims Any claim that a Party has asserted by raising it under the Dispute Resolution provisions of this Agreement prior to the termination of this Agreement and that may reasonably be interpreted or construed to survive the termination of this Agreement shall survive the termination of this Agreement 24 Signature in Counterpart This Agreement may be executed in any number of counterparts and all of those counterparts taken together shall constitute one and the same instrument 25 Further Assurances Each Party covenants and agrees to do all things necessary or advisable in order to confirm and better assure the intent and purposes of this Agreement 26 Authority Each party by executing this Agreement warrants that it has duly approved this Agreement and has the power to enter into this Agreement and to enforce its terms Page 9 2010 Lake Tapps Area Water Resources Agreement February 1 2010 27 Good Faith Commitment to Support Agreement The Parties covenant and agree to act in good faith and to support the terms and validity of this Agreement Cascade shall during the term of this Agreement support and defend the validity of the Agreement and shall not seek either directly or indirectly to invalidate the Agreement or undermine or modify its terms and conditions through administrative legislative judicial or other means 28 Nondiscrimination Each of the parties for itself its heirs personal representatives successors in interest and assigns as a part of the consideration hereof does hereby covenant and agree that it will comply with pertinent statutes Executive Orders and such rules as are promulgated to assure that no person shall on the grounds of race creed color national origin sex age or the presence of any sensory mental or physical handicap be discriminated against or receive discriminatory treatment by reason thereof 29 Applicable Law This Agreement shall be deemed to be made and construed in accordance with the laws of the State of Washington jurisdiction and venue for any action arising out of this Agreement shall be in Pierce County Washington 30 Captions The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions ofthis Agreement 31 No Additional Entities Created Unless otherwise specifically provided herein no separate legal entity is created hereby as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington or as a Washington nonprofit Corporation The identity of the parties hereto is as set forth hereinabove 32 Integrated Agreement This Agreement constitutes the entire agreement between the parties There are no terms obligations covenants or conditions other than those contained herein No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by all parties 33 Filing Copies of this Agreement shall be filed with the King County Auditors Office the Pierce County Auditors Office the Secretary of State of the State of Washington and the respective Clerks ofthe parties hereto IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written Page 10 2010 Lake Tapps Area Water Resources Agreement February 1 2010 CITY OF AUB1J 1U Peter B Lewis ayor Date Attest 2c Danielle Daskam City Clerk Date Appr ed orm 2iao D el B Hei ity Attorne Date CITY OF BUCKLEY 4eoPatJohnsnayor Attest Joanne Starr Deputy City Clerk Date CITY OF BONNEY LAKE 4j a I do Neil Jo on ayor Date Atte QI 6 Z S arwood T Edvalson CMC at8 Approved as to Form 22 P es ionne City Attorney Date CITY OF SUMNER 3L Dave Enslow Mayor Date Attest TemBerryv CMC VY Clerk Date Ap v as to Form a athleen allison Date Law Office ofKathleen Callison PS CASCADE WATER ALLIANCE azz Ge6 Chuck Clarke CEO Date Approved as to Form Brett Vinson City Attorney Date CASCADE WATER ALLIANCE a Sr U rese Ric tmond Date General Counsel Page 11 2010 Lake Tapps Area Water Resources Agreement February 1 2010 CITY OF UBURN WASHINGTON Peter B Lewis Mayo 25 West Main Street Auburn WA 980014998 wwwaubumwagov 2539313001 STATE OF WASHINGTON ss COUNTIES OF KING AND PIERCE I Danielle Daskam the duly appointed qualified City Clerk of the City of Auburn a Municipal Corporation and Code City situate in the counties of King and Pierce State of Washington do hereby certify that the foregoing is a full true and correct copy of the agreement entitled 2010 Lake Tapps Area Water Resources Agreement Among the Cities of Auburn Bonney Lake Buckley and Sumner and Cascade Water Alliance on file with the City Clerk of the City of Auburn I certify that said agreement was duly approved by the Council by Resolution No 4563 on January 19 2010 and the agreement signed by the Mayor of the said City of Auburn on the 5th day of February 2010 Witness my hand and the seal of the City of Auburn this 16th day of February 2010 Danielle Daskam City Clerk City Qf Auburn a k K R AUBURN MORE THAN YOU IMAGINEI CITY OF AfiBURN WASHINGTON February 5 2010 Mr Chuck Clarke CEO Cascade Water Alliance 11400 SE 8th Street Suite 440 Bellevue WA 98004 Dear Mr Clarke ONNEY The Cities of Auburn Bonney Lake Buckley and Sumner have completed negotiations with Cascade Water Alliance on the 2010 Lake Tapps Area Water Resources Agreement Agreement whereby Cascade agreed to assist the cities in meeting their respective future water supply needs As the four Mayors representing the Cities of Auburn Bonney Lake Buckley and Sumner we have found it prudent to submit this letter to you on behalf of our cities detailing the projected timing and quantity of our respective water supply needs for the resources being made available to our cities by Cascade The projected amounts needed and the times at which water will be needed are based on current planning data We understand that the quantities listed below are subject to the following combined limits in the Agreement 1 with respect to Regional Reserved Water for mitigation purposes 7 cfs for average daily demand and 10 cfs for peak demand and 2 with respect to Tacoma Wholesale Water 6 million gallons per day MGD of Cascades Guaranteed Reserve Capacity and four 4 MGD of Cascades Permanent Capacity plus a peaking factor of 133 The Cities agree among themselves that the sources of supply provided by Cascade Water Alliance will be allocated as outlined below for each source provided and that these allocations will be needed by approximately the years listed below Any changes of allocation between the cities from the amounts reflected below will be subject to mutual written agreement of all four cities and a revised notice to Cascade City of Auburn Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 13 25 388 Temporary Block Water Guaranteed Reserve Capacity Auburn plans to take delivery of not to exceed 5 MGD of this water supply in three 3 increments by yearend 2018 Permanent Block Water Cascades Permanent Capacity Auburn plans to take delivery of not to exceed 2MGD ADD 332 MGD Peak of this water supply in two increments by yearend 2018 Citv of Bonney Lake Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 10 20 31 Temporary Block Water Guaranteed Reserve Capacity Bonney Lake declines to purchase any temporary block water Permanent Block Water Cascades Permanent Capacity Bonney Lake plans to take delivery by yearend 2018 of not to exceed 154 MGD ADD 2 MGD Peak of this supply for the months of June through September only Citv of Bucklev Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 071 13 20 Temporary Block Water Guaranteed Reserve Capacity Buckley reserves the right to purchase up to one MGD of temporary block water Permanent Block Water Cascades Permanent Capacity Buckley would purchase permanent block water if Regional Reserved Water cannot be utilized Citv of Sumner Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 042 065 10 Subject to permitting decisions to be made by Department of Ecology Sumner may not need peak flows above the average of 042 MGD 065 cfs Temporary Block Water Guaranteed Reserve Capacity Sumner would not purchase temporary block water Permanent Block Water Cascades Permanent Capacity Sumner would not purchase permanent block water YQF RN Peter B Lewis Mayor Date CITY OF BUCKLEY CITY OF BONNEY LAKE JWO z Co Neil ohnson Mayor Date CITY OF SUMNER Mayor Date Dave Enslow Mayor DatePatJnn cirv oF AUKUZRN WASHINGTON 49W1 February 5 2010 Mr Chuck Clarke CEO Cascade Water Alliance 11400 SE 8th Street Suite 440 Bellevue WA 98004 Dear Mr Clarke The Cities of Auburn Bonney Lake Buckley and Sumner have completed negotiations with Cascade Water Alliance on the 2010 Lake Tapps Area Water Resources Agreement Agreement whereby Cascade agreed to assist the cities in meeting their respective future water supply needs As the four Mayors representing the Cities of Auburn Bonney Lake Buckley and Sumner we have found it prudent to submit this letter to you on behalf of our cities detailing the projected timing and quantity of our respective water supply needs for the resources being made available to our cities by Cascade The projected amounts needed and the times at which water will be needed are based on current planning data We understand that the quantities listed below are subject to the following combined limits in the Agreement 1 with respect to Regional Reserved Water for mitigation purposes 7 cfs for average daily demand and 10 cfs for peak demand and 2 with respect to Tacoma Wholesale Water 6 million gallons per day MGD of Cascades Guaranteed Reserve Capacity and four 4 MGD of Cascades Permanent Capacity plus a peaking factor of 133 The Cities agree among themselves that the sources of supply provided by Cascade Water Ailiance will be allocated as outlined below for each source provided and that these allocations will be needed by approximately the years listed below Any changes of allocation between the cities from the amounts reflected below will be subject to mutual written agreement of all four cities and a revised notice to Cascade Citv of Auburn Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 13 25 388 Temporary Block Water Guaranteed Reserve Capacity Auburn plans to take delivery of not to exceed 5 MGD of this water supply in three 3 increments by yearend 2018 Permanent Block Water Cascades Permanent Capacity Auburn plans to take delivery of not to exceed 2MGD ADD 332 MGD Peak of this water supply in two increments by yearend 2018 Citv of Bonnev Lake Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 10 20 31 Temporary Block Water Guaranteed Reserve Capacity Bonney Lake declines to purchase any temporary block water Permanent Block Water Cascades Permanent Capacity Bonney Lake plans to take delivery by yearend 2018 of not to exceed 154 MGD ADD 2 MGD Peak of this supply for the months of June through September only Citv of Bucklev Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 071 13 20 Temporary Block Water Guaranteed Reserve Capacity Buckley reserves the right to purchase up to one MGD of temporary block water Permanent Block Water Cascades Permanent Capacity Buckley would purchase permanent block water if Regional Reserved Water cannot be utilized City of Sumner Schedule and Allocation Mitigation Flows Regional Reserved Water MGD ADD MGD Peak CFS Peak 042 065 10 Subject to permitting decisions to be made by Department of Ecology Sumner may not need peak flows above the average of 042 MGD 065 cfs Temporary Block Water Guaranteed Reserve Capacity Sumner would not purchase temporary block water Permanent Block Water Cascades Permanent Capacity Sumner would not purchase permanent block water O CITY OF BONNEY LAKE Peter B Lewis Mayor Date Neil Joli son ayor Date CITY OF BUCKLEY CITY OF SUMNER Pat Johi s Mayor Date ave Enslow Mayor Date RESOLUTION NO 4649 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENT BETWEEN THE CITY OF AUBURN AND THE LAKEHAVEN UTILITY DISTRICT WHEREAS pursuant to RCW 3934 the Inferlocal Cooperation Act Auburn and Lakehaven have legal authority to cooperate with other localities on the basis of mutual advantage and provision or secvices and WHEREAS the parties wish to enter into an Emergency Water System Intertie Agreement in order to increase fire proteetion and emergency watec supply reliability for their customers NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN HEREBY RESOLVES as follows Section 1 That the Mayor and City Clerk are hereby authorized to execute an Emergency Water System Intertie Agreement with the Lakehaven Utility District in substantially the same form as attached hereto as Exhibit A which is made a part hereof as hough set forth in full herein Section 2 That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signatures hereon Resolution No 4649 October 122010 Page 1 of 2 2009DatedandSignedthisdayofjci C Y OF AUBURN P TER B LEWIS MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM Daniel B Heid City Attomey Resolution No 4649 October 12 2010 Page 2 of2 EMERGENCY WATER AGREEMENT LakehavenAuburn Intertie No Z THIS AGREEMENT made and entered into by and between the City of Auburn hereinafter referred to as City and Lakehaven Utility District hereinafter referred to as District WITNESSETH WHEREAS the City has water facilities in the vicinity of a water main of the District and WHEREAS the City can increase water system reliability in emergencies for its customers if water is available from the District and WHEREAS the District is willing to provide to the City water service necessary to increase the water systems reliability upon the terms and conditions set forth herein NOW THEREFORE IT IS MUTUALLY AGREED as follows 1 The District hereby giants to the City the right to connect a water meter and flow control valve and appurtenances to the end of the 6inch water main located in a vault near the intersection of Knickerbocker Road and Abby Drive in King County Washington 2 The meter and flow control valve described in Paragraph No 1 is installed to increase the reliability of the City water system to meet demand during emergencies 3 For purposes of this agreement emergency shall mean a water shortage a major water line break fire demand contamination to the water supply system mechanical equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other event agreed upon between the Parfies 4 The procedure for operating the intertie in the event of such an emergency shall be as follows a The City and District shall each determine that an emergency has occurred that warrants the need to request that the intertie be activated b The Public Works Directoror designee of the City shall provide a verbal request to the District General Manager or designee stating the requested time of commencement and estimated duration and quantity ofwater to be so used Upon verbal agreementby the District that an emergency exists the intertie will be October 12 2010 Page 1 of 4 activated as soon as reasonably possible District and City personnel sha11 be present atthe vault to activate the facility C The City shall provide a written confirmation of the request not less than 24 hours after the verbal request or on the first day of normal business after the verbal request d Subject to condition in paragraph 10 the intertie sha11 remain activated until the Citydeterinines that the need for activation ofthe emergency intertie has ceased The Public Works Director or designee of the City shall proVide a verbal request to the District GenerallVlanager or designee that the intertie be closed The City shall provide writtenconfirmation within 24 hoursafter the verbal request or on the first day of normal business after the verbal request e This emergency intertie facility is limited to a maximum flowrate of 800GPM gallonsperminute 5 The City and District staff shall read the meter upon activation and deactivation of the intertie The District sha11 tfien calculate and invoice the City for the water used during the request The invoice shall be calculated based on the total water used during the event 6 The City shall comply with a11 District resolutions and rules relating to connection to the Districts water system unless modified by this agreement 7 The City shall pay to the District thesame connection fee rates and chazges and monthly service charges except for capifal facilities chazge as are established from time to time by District resolution and as aze applicable to the use of a six 6inch meter The current monthly service chargefor a six 6inch meter is 28704 per month The current rate for water use is 124ccf forwinter usage November June and 256ccf for summer usage July October and these rates shall be in effect until such time as the District amends its rate resolution or until a meter of different size is utilized 8 This Agreement shall not autliorize or permit the City to take water from the connection described herein beyond what is described in Paragraph No 4 9 All costs of the meter and flow control installation including but not limited to time arid materials expended on improvements pursuant to this Agreement shall be fully reimbursed by the City Any materials provided shall become the property of the District upon completion of installation 10 a In case of emergency or whenever the public health safety or the equitable distribution of water so demands the District may change reduce or limit the delivery rate or time or temporarily discontinue the emergency water connection to the City October 12 2010 Page 2 of 4 without notice b Water service may be temporarily interrupted iimited for purposes of making repairs extensions or doing other necessary work and c The District sha11 not be responsible for any damage resulting from interruption change or failure of the emergency water connection and the City sha11 save and holdhannless the District from any loss damages or suits to or by customers ofthe City resulting from interruption change or failure of water supply provided by this Agreement except damages arising out of the Districts negligence Prior to a planned interruption or limiting of service the District will notify the City of such not less thanthree days prior to the service disruption The Districf agrees to use best efforts and reasonable diligence to notify City as soon after it becomes aware of the need for service disruption 11 To the extent allowed by law each party sha11 defend indemnify and hold harmless the other party its elected officials employees and agents from and against any and all suits claims actions losses costs expenses of litigation attorneys fees penalties and damages of whatsoever kind or nature arising out of or in connection with or incident to an act or omission of the indemnifying party its employees agents and contractors in the performance ofthe indemnifying partys obligatioris under the Agreement This indemnification provision shall include but is not limited to all claims against each party by an employee or former employee of the indemnifying party or its contractors and as to such claims each party expressly waives all immunity and limitation of liability under Title 51 RCW 12 In the event of nonperformance of any provision herein by the City District may shut off water supplied pursuant to tlus Agreement 13 This Agreement may be terminated by either party hereto upon 60days written notice to the other party IN WITNESS WHEREOF we have hereunto set our hands and seals CITY OF AUBURN LAKEHAVEN UTILITY DISTRICT King County V ngton King County Washington gy VW By l IVlayor Date General Manager Date o October 12 2010 Page 3 of 4 y Approved as to form Approved as to form j By By I i eCounsel Date October 12 2010 Page 4 of4 RESOLUTION NO 4648 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE AN EMERGENCY WATER SYSTEM INTERTIE AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF TACOMA WHEREAS pursuant to RCW 3934 the Interlocal Cooperation Act Aubum and Tacoma have legal authority to cooperate with other localities on the basis of mutual advantage and provision or services and WHEREAS the Cities wish to enter into an Emergency Water System Intertie Agreement in order to increase fire protection and emergency water supply reliability for their customers NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN HEREBY RESOLVES as follovirs Section 1 That the Mayor and City Clerk are hereby authorized to execute an Emergency Water System Intertie Agreement with the City of Tacoma in subsfantially the same form as attached hereto as Exhibit A which is rnade a part hereof as though set forth in full herein Section 2 That the Mayor is authorized to implement such administrative proceduces as may be necessary to carry out the directives of this legislation Section 3 That this Resolution shall take effect and be in full force upon passage and signafures hereon Resolution No 4648 October 12 2010 Page 1 of 2 Dated and Signed this day of 2009 CI F AUBURN PETER B LEWIS MAYOR ATTEST Danielle E Daskam City Clerk APPROVED AS TO FORM Daniel B Heid City Attorney Resotution No 4648 October 12 2010 Page 2 of 2 EMERGENCY INTERTIE AGREEMENT BETWEEN CITY OF TACOMA AND CITY OF AUBLJRN This emergency mtertie agreement Agreement is made by and between the City of Tacoma Department ofPublic Utilities Wafer Division dbla Tacoma Water a municipal corporaxion hereafter Tacoma and the City ofAuburn a municipal corporation hereafter Auburn Tacoma and Auburn collectively sha11 be referred to as the Parties or either Tacoma or Aubum may be refened to as Party when appropriate A RECITALS WHEREAS Auburn and Tacoma are responsible for operating and maintaining their public water systems in accordance with federal state and local laws and regulations and WHBREAS the Parties recognize the responsibility of public water utilities to provide for the highest quality of water and reliability of service to their customers at reasonable cost and WHEREAS the Parties further recognize that water resources are finite and vulnerable and the prudent use and management ofthese resources requires cooperation among water utilities and WHEREAS Auburn has requested that an intertie be established with Tacoma to be available in case of emergency need and Auburn does have water system facilities nearby that can be interconnected so as to be mutually beneficial to both utilities during periods of system emergency and WHEREAS the Parties recognize that Auburn intends to use this intertie for wholesale service in the future NOW THEREFORE it is agreed that Auburn and Tacoma may provide for interties of water mains and the terms and conditions contained herein shall apply B DEFINITIONS The definition of certain terms as used later in this Agreement are as follows INTERTIE Aphysical connection between water mains of the two Parties to this Agreement at specifically identified points where water may be transferred from the supplies ofone system to the transmission or distribution facilities of the other SURPLUS PRODUCTION CAPACTTY Volumetric rate of available water supply from the sources of the supplying water system wliich can be transferred through an Exhibit A Resolurion No 4648 October 12 2010 Page 1 of4 intertie after all service requirements to the customers ofthe supplying system have been met ISOLATION VALVE A positive shut off valve which sha11 be installed at the point in each water system which is used to accept or deliver water through the intertie Each connected system has sole responsibility for providing and operating their isolation valve INTERTIE CAPACITY The flow capacity for water to be delivered through an intertie as agreed upon by the Parties tothis Agreement Intertie facilities shatl be designed so as to be capable of conveying no less than the agreed upon flow EMERGENCY Defined as resulting from a water shortage a major water 1ine break firedemand contamination of the water supply system mechanical equipment failure electrical equipment failure or any other agreed upon emergency affecting the water supply system C CONDITIOIVS 1 GENERAL The intertie described in exhibits A and B attached to this document shall be governed by the terms ofthis agreement No future interties shall be permissible without a subsequent and separate written agreement between the Parties which agreement may supplement this agreement Neither Party shall be obligated to agree to or execute any such agreement or permit the other Party to construct additional connections 2 PURPOSE The intertie described in exhibits A and B attached to this document shall be utilized only in emergency situations unless converted by mutual Agreement to a regular wholesale service Tacoma will first determine that surplus production capacity is available before providing water for an emergency situation 3 CAPITAL COSTS The cost of construction of the proposed intertie to include all facilities and equipment necessary to deliver water installation ofthe meter and vault and connection to Tacoma Waters Pipeline 5STA 76505 at B Street NW shall be the responsibility ofAuburn As used in this paragraph cost of construction shall include but not be limited to all actual costs of labor materials permitting equipment engineering legal publication SEPA compliance and any costs customarily incurred in such projects The meter andaault will be designed constructed and owned by Tacoma Auburn has deposited 6170000 with Tacoma to cover the esfiimated costs If Tacoma determines that the uutial deposit is not sufficient to pay for all costs ofconstruction Aubum shall deposit such additional amounts with Tacoma as Tacoma requires to complete design and construction of tfie project If the cost ofcoristruction is less than the deposit Tacoma shall refund the remaining balance 4 MAINTENANCE COSTS Bach utility shall be responsible for operating and maintaining their facilities including isolation and flow control valves as applicable see Exhibit A Vau1t and meter maintenance costs shall be the responsibility of Tacoma Exhibit A Resolution No 4648 October 12 2010 Page 2 of4 Should Tacoma ever need Auburn to relocate their infiastructure to accommodate a Tacoma Water project Auburn will do so at their own cost 5 OPERATING PROTOCOL The Party requesting water shall submit a written request to the supplying Party and the supplying Party must give written permission prior to the transference ofany water to the requesting Party Should a situation arise necessitating the supply ofwater immediately a verbal request sha11 initially be sufficient followed by a written request Verbal authorization however must be obtained from the supplying Party before obtaining any water Each Party shall designate in writing a person or persans who have authority to evaluate such a verbal request and determine whether such a request should be granted 6 NOTICE All notices requests demands and other comniuxucations hereunder shall be in writing and sha11 be deemed given if personally delivered or mailed certified mail return receipt requested or sent by overnight carrier to the following addresses If to Tacoma If to Citv of Auburn Ms Linda MCrea Mr Dan Repp Water Superintendent Utilities Engineer PO Box 11007 1 East Main Street Tacoma WA 98411 Auburn WA 98001 Phone 253 5028245 Phone 253 8045062 Fax 253 5028694 Fax 253 9313053 7 COMMODITY COST Tacoma will supply Auburn with water at the wholesale water service rate as identified in TMG Section 1210400 City of Tacoma Water Rates and Regulations Invoices will include a monthly ready to serve chazge based on meter size and eonsumption charges based on water used Consumption charges will be at the constant use rate for the first30 days ofuse If use exceeds 30 days the Superintendent will have the discretion to reclassify the consumption charge to the summer season peaking rate These water rates aze periodically adjusted and shall be applicable as set forth in the rate schedule as adopted by the Public Utility Boazd and Tacoma City Council 8 CONVERSION OF SERVICE Establishment of an emergency intertie and providing emergency water shall not be considered a commitment of water availability for future retail or wholesale service Conversion ofan emergency intertie to retail or wholesale service will require an assessment of water availability a decision to serve by the appropriate body payment of a system developmeat charge and a commitment to comply with applicable rate and service policies 9 INDEMNITY Neither Party sha11 be liable for failureto deliver water to the other Party at any time If water is pmvided it shall be provided only from surplus production andor storage capacity of the supplying utility as determined at tfie time of intertie operation Each Party understands and aclnowledges that the other Pariy makes no wamanties or Exhibit A Resolution No 4648 October 12 2010 Page 3 of 4 assurances as to water availability pressure or volume at any given time relating to the intertie lA TERMINATION OF SERVICE Termination ofthis intertie agreement by either Party shall be preceded by not less than one 12 calendar months written notice to the other Party Dated this day of PCTDYJeiy 2010 CITY OF TACOMA CITY OF AUBURN By By Linda McCrea Water Superintendent Mayor Approved as to form and legality Approyed as o d legality By y Chief Assistan City Attomey Attorney Exhibit A Resolution No 4648 October 12 2010 Page 4 of4 EXHIBIT A EMERGENCY INTERTIE CONNEClION SPECIFICATIONS a 0 TiCCMA WE OON7NOL m p i 3 t r R ROMt CONVOI AWC tl a SiTE PLAN Intertls LorAtior Cannectlon Meter Elevation OperaMg Pressure Flow Copacity ft Pei 9Pm Ute e a c Au Tacoma Water Plpeline 5 srn 76505 12 s aazi 4524 309 80 22e0At8StNW Auburn WA EXHIBIT B GENERAL LOCATION MAP t e co a s ri r M v s m3 u J 5 i r t a kut r b Jt S H fsWj fi i ird ffrW C J 6 4 v x k r d a r ffiJtiTrlr4rQ 15rfIe4fl5a j Y Y j Y iS x f j I o i yr V 1rS RESOLUTION NO 4 6 6 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERIM WATER SALES AGREEMENT BETWEEN THE CITY OF AUBURN AND KING COUNTY WATER DISTRICT NO 111 WHEREAS the City adopted Resolution No 2721 executing an Interlocal Agceement No 2 for the Lea Hill Intertie Projectbetween the Covington Water District King County Water District No 111 and the City of Auburn and WHEREAS to avoid unpredictable wafer sales and to create a predictable and reliable cost for wholesale water to be sold by the City to the Covington and King County Water District on June 17 2002 the City adopted Resolution No 3482 which authorized the execution of an Interim Water Sales Agreemenf between the parties and WHEREAS on February 22 2005 the prior Interim Water Sales Agreement was superseded and replaced with a new agreement per Resolution No 3817 and WHEREAS Covington has opted out of the original agreement and WHEREAS The City and the King County Water District No 111 wish to continue their prior amangement WHEREAS in keeping with the original intent of the parties to create a predictable and reliable cost for wholesale water it is appropriate for the City to Resolution No 4660 December 1 2010 Page 1 of 3 enter into a new Interim Wafer Sales Agreement with King County Water District No 111 which would supersede and replace the prior agreement NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN KING COUNTY WASHINGTON HEREBY RESOLVES as follows Section 1 The Mayor of the City of Aubum and the Auburn City Clerk arehereby authorized to execufe an Interim Water Sales Agreement between the City of Aubum and King County Water District No 111 in substantial conformity with the Agreement attached hereto marked as Exhibit A and incorporated herein by this reference Section 2 The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of tliis legislation Section 3 This resolution shall be in full force and effect upon passage and signatures hereon Dated and Signed this day of 4 2010 CITY O U P TER B LEWIS MAYOR Resolution No 4660 December 1 2010 Page 2 of 3 ATTEST Danielle E Daskam City Clerk APP V D ASTO FORM D iel B Heitl ttorn J Resolution No 4660 December 1 2010 Page 3 of3 I IYVTERIM WATER SALES AGREEMENT between KING COUNTY WATER DISTRICT NO 111 and the CITY of AUBURN This AgreementAgreement is made and entered intothis day of December 2010 by and between King County Water District No 111 a Municipal Corporation Districtn and the City of Aubum a Municipal Corporation Auburn individually a Party and collectively the Parties Recitals A The Parties are also parties to Interlocal Agreement 2 for the Lea Hill Intertie Project between King County Water District 111 and the City of Auburn IA2 B The Parties desire to avoid unpredictable water sales and create a predictable and reliable cost for wholesale water to be sold by Auburn to the District C By guaranteeing a minimum purchase of water for a given period of time the cost of water which to a significant extent is based on peaking factors cah be minimized for all of Auburnscustomers D This Agreement is intended to establish a rate for a fixed block of water for the mutual benefit of the Parties Resolution No 4660 Exhibit A Decernber 6 2010 Page 1 of 8 E It is in the intecest of the Distct to have a predictable supply of water available and inAuburns interest to have a predictable and consistent source of revenue from the sale of such water F The Parties are authorized to enter into this Agreement under the authority of their respective enabling legislation and under the authority of Chapter 3934 RCW the Interlocal Cooperation Act G The Parties intend that the take or pay water provided for in this Agreement is a portion of and not in addition to the 25 MGD allocated to the District as addressed in IA2 Now therefore in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the adequacy of which is hereby aeknowledged the Parties hereby agree as follows 1 TAKE OR PAY Tfie District agrees to purchase a minimum block of water as identified in this Agreement from Auburn on atake or pay basis For purposes of this Agreement aBlock shall mean either an average of 075 MGD of water between the time period of October 1 and May 31 or an average of 10 MGD of water between the time period of June 1 and September 30 Take or pay shall mean thaf in the absence of an emergency as set forth in Section 7 of this Agreement the District shall pay for the Block of Resolution No 4660 Exhibit A December 6 2010 Page 2 of 8 It water whether or not the water is actually taken by the District subject to the provisions of Section 2 herein 2 CHARGES FOR WATER On a monthly basis the District will pay as shown on Exhibit 1 attached hereto and incorporated herein by this reference the Base Charge plus the Block Rate In addition to the Base Charge and the Block Rate any water taken in excess of the Block amount Excess Water during any month shall be billed at the appropriate overage rate shown in Exhibit 1provided that 1 any wateraken during an emergencyas defined in Paragraph 7 shall be billed at the Block Rate and 2 ifAuburn is unable to deliver up to the Block quantity of water requested by the District then Auburn shall only bill the District for the amount of water actually delivered at the Block Rate Auburn shall send a monthly bill to WD 111 for all water purchased by the District QUANTITY AVAILABLE DELIVERED The Block quantity shall be calculated as the amount of water tot be delivered at an average rate of either 075 MGD or 10 MGD depending on the season measured over a rolling 3 day period with total quantities delivered within any single day being within 10 plusorminus of the Block quantity in effect at thetimeas measured at the Auburn Intertie Pump Station meter Master Mefer For the Block quantity the District will be Resolution No 4660 Exhibifi A December 6 2010 Page 3 of 8 served on the same basis and with the same reliabilify as service is provided to Auburns retail customers and any curtailment restrictions or limitations on delivery shall be on same basis as curtailment restrictions or limitations on delivery to Auburns retail customers 4 ANNUALRECONCILIATION The Master Meter is located at the Lea Hill lntertie Pump Station to measure the flow of water The Master Meter will be read in January of each year to adjust for differences between the Master Meter and the water calculated to have been sold under this Agreement If there is a difference befinreen the Master Meter and the calculated quantities Auburn will either charge or credit the Districts account at the Block Rate 5 ANNUAL REVIEW AND ADJUSTMENT The initial Block of either 075 MGD or 10 MGD depending on the season shall remain in effect through December 31 2015 Each year fhe Block may be adjusted by mutual agreement By September 1 of each year the District shall notify Auburn of its intent to confinue without change or request an increase or decrease in writing of the Blockquantity desired Aubum will review its ability to approve the change and may approve any requested change in the Block quantity up to but not to exceed 15 MGD which would become effective January 1 of the year following the request If Auburn determines it cannot approve the Resolution No 4660 Exhibit A December 6 2010 Page 4 of 8 h request it will communicate this information to the District before October 1 and continue to provide the same amount as during the current year In the event that neitherParty communicates its intent to adjust the Block under this provision the Block shall be deemed to continue unchanged TERM This Agreement shall remain infull force andeffectfrom the first day of the month following the execution of this Agreement through Decem6er 31 2015 The Agreement shall automatically be renewed for an additional yearafthe conclusion of the term of this Agreement or any extension thereof unless either Party provides the other witli notice of an intent not to extend this Agreement which notice shall be ceceived by the other Partynot less than one year prior to the expiration of the term of this Agreernent or any extension thereof The termination of this Agreement shall not affect any rights or obligations under IA2 7Z EMERGENCIES For purposes of this Agreement an emergency shall be defined as a need for water resulting fromawater shorfage a major water line break fire demand contamination to the watec supply system mechanical equipment failure electrical equipment failure or Puget Sound Energy facility failure or any other mutually agreed upon event within the water supply system An emergeney period shall be Resolution No 4660 Exhibit A December 6 2010 Page 5 of 8 v for no more than five 5 working dayswithout written request by the District and approval by Auburn in writing to extend the emergency period The City may change reduce or1imit the time for or temporarily discontinue any water supplied for an emergency in excess of the Block quantity without notice Prior to a planned interruption or limiting of emergency senrice the City will notify the Distcict of the internaption or limiting not less than three days prior to the service disruption The City agrees to use best efforts and reasonable diligence to notify theDistrict as soon after it becomes aware of the need for emergency service disruption and further will to the extent practical limitthe service disruption to daylight hours 8 PRIOR AGREEMENT SUPERSEDED This Agreement supersedes and replacesthe Interim Watec Sales Agreementbefinreen Covington Water District King CountyWater District No 111 and the City of Auburn dated February 22 2005 In witnesswhereof the Parties have caused this Agreement to be executed by their duly authorized representatives onthe 1v day of 2010 Resolution No 4660 Exhibit A December 6 2010 Page 6 of 8 CI O URN PE R B L IS MAYOR ATTEST ZL24 e Danielle E Daskam City Clerk AP R 4BH PR Danie O City Attomey KING COUNTY WATER DISTRICT NO 111 WILLIAM C HALL GENERALMANAGER ATTEST APPROVED AS TO F RM Dist Atto ey Resolution No 4660 Exhibit A December 6 2010 Page 7 of 8 n 1 ii Interim Water Sales Aareement Between Kinq Countv Water District No 111 And the Citv of Auburn Exhibit 1 Take or Pa Monthl Rates Year Base Charge Biock and Summer per month Winter Overage Overage Rate er cc er cc 2010 17500 091 Block rate 025 2011 17500 091 X CPI Block rate 025 2012 17500 2011 Rate X Block rate CPI 025 2013 17500 2012 Rate X Block rate CPI 025 2014 17500 2013 Rate X Block rate CPI025 201517500 2014 Rafe X Block rate CPI 025 CPI means the Consumer Price Index Urban for the Seattle Tacoma Bremerton area for the month of October of the prior year divided by fhe Octqber value of the year prior to that see example below Example CPI for2011 equals the October 2010 CPI value divided bythe October 2009 CPI value Resolution No 4660 Exhibit A December 6 2010 Page 8 of 8 RESOLUTION NO. 4 7 2 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO NEGOTIATE AND EXECUTE . A PURCHASE AGREEMENT WITH COVINGTON WATER DISTRICT AND KING COUNTY WATER DISTRICT #111 WHEREAS, the Covington Water District and King County Water District 111 (the Distcicts) have surplus infrastructure in the form of a water main on 132"d Ave Southeasf; and WHEREAS, the City has a need for an additional water main on 132"d Ave SE as part of a programmed capital project; and WHEREAS, the Districts are willing to sell the water main to the City; and WHEREAS, purchase of the water main will avoid various environmental and traffic impacts and the risk associated with construction of a new main; and WHEREAS, purchase of the water mairi will eliminate the additional burden on finite staff resources #o design and construct a new water main. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is authorized to negotiate an Agreement with Covington Water District and King County Water District #111, and the Mayor and the City Clerk are authorized to execute such agreement as negotiated within budgetary and sco,ping parameters. Section 2. That the 'Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4725 June 24, 2011 Page 1 of 2 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated-and Signed this day of 2011. C OF AU PET R B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk AP FORM: D O PDanie 6. Heid, City Attorney Resolution No. 4725 June 24, 2011 Page 2 of 2 V PIPELINE TRANSFER ANDACQUISITION AGREEMENT This Agreement ("AgreemenY') is by and between the Ciry of Aubum, a Washington municipal corporation ("Gity"), Covington Water District, a Washington municipal corporation ("CWD"); and King County Water District No. 111, a Washington municipal corporation ("WD 111") (CWD and WD'111, collectively fhe '`Districts") (the Districts and City, collectively the "Parties") for the purposes set forth below. RECITALS A. The City owns and operates a system of water supply within its corporate and waterservice area boundaries, and the Districts own and operate systems of water suppiy within their respective corporafe and water service area boundaries. B. The Parties previously entered into agreements providing for the construction of certain facilities to provide for the conveyance and sale by ttie City of wholesale water supply to the Districts. Spec cally, the Parties entered into an agreement entitled"Interlocal Agreement No. 1" dated November 7, 1995 ("IA1") which provided for the construction of certain facilities to provide for the conveyance of who,lesale water supply by the City to the Districts, the obligations to pay for such facilities, and the allocation of capacity rights among the Parties to such facilities; pursuant to IA1,a 16-inch watecline, among other facilities, was installed from SE 298th Street to SE 288th Street in 132nd Avenue SE and the Districts own such waterline and . 95% of the capacity of such waterline in 132nd Avenue SE. C. The Parties also entgred into an agreement entitled "Interlocal Agreement No. 2" dated October 2, 1996 ("IA2") which also provided for the construction of certain additionaL facilities to proVide foe the conveyance of wholesale water supply by 4he City to 4he Districts, the obligations to pay for such facilities, and the allocation of capacity " rights :among the Parties to such facilities; and IA1 .was terininated and superseded upon the completion of the construction of the water facilities described in IA2. D. The City has been providing water supply to the Districts in accordance with the terms and conditions of IA2 through the water facilities consVucted pursuant to IA1 and IA2. However, the Gity has proposed to the Districts that the Ciry purchase a. portion of the 16-inch waterline in 132nd Avenue SE owned by the Districts located between SE 299th Street north to the Regional Water Supply System pipeline managed by the City of Tacoma as depicteci on Exhibit A attached hereto and incorporated herein by this reference (the "Pipeline"). E. The Districts have agreed to transfer ownership of the Pipeline and its capaci;y to the City, and the Citq has agreed to accept ownership ofthe Pipeline and its capacity according to the terms and conditions of this Ag eement. F. After title to the Pipeline is transferred to the City, the City shall have the responsibility to operate, maintain, repair and replace the Pipeline. 419?50.2 OJ936I 00077/1520II 1- w AGREEMENT NOW, THEREFORE, in consideration. of the foliowing terms and conditions, the Parties agree as follows: 1. Citv Acauisition of 'Pipeline. The City shall acquire, from the Districts exclusive title to the Pip"eline, along witfi all appurtenances associated with the Pipeline as provided in this Agreement: The Pipeline consists of that portion of the 16-inch wateriine in 132nd Avenue SE between SE 299th Street north to the Regional Water Suppiy System pipeline managed by the City of Tacoma ofapproximately one thousand two hundred thirty (1,230) Iineal feet bonsisting of uVater pipeline, valves, fittings, and appurtenances as depicted on Exhibit A. 2. Transfer of Pioeline and Caaacitv. Distticts shall convey the Ripeline and the Pipeline's capacity to the City as follows: A. . Districts shall transfer the Pipeline and its capacity to the City in consideration of the City's payment in the amount of Two Hundred Fifteen Thousand Two Hundred Fifty Dollars ($215,250.00) together with sales tax at the rate of 9.5% thereon to each District ($20,448.75). B. In consideration of the Districts' transfer of the Pipeline and its capacity to the City, the City shall accept ownership ofthe Pipeline and operate, maintain, repair and replace the Pipeline and fhe City will continue to deliver water through the Pipeline to WD 111 in accordance with IA2 and any other agreements the Parties have or may have. The City shall provide WD 111 with water supply pursuant to IA2 and any other agreements the Parties have or may have. at a point of delivery as depicted on Exhitiit A such that 1ND 111 may continue to provide necessary supply to its customersserved from the Pipeline. 3.Indemnification and Hold-Harmless. The City shall indemnify, defend and hold harmless Districts, ita elected and appointed officers, employees and agents from and against any and all claims, losses, damages, judgments or liability, including attorneys' fees, arising from 'injury or death to persons or damage to property occasioned by any act, omission: or failure of City, its elected and appointed offcers, agents or employees in the performance of this Agreement. This shall include, but is not limited to, any iabilities resulting from: A. Construction of upgrades to the Pipeline undertaken by the City. B. Leaks or b eaks in the Pipeline after the execution of this Agreement. C. Prior and futu e actions of City and its agents other than Districts: J19?50.21 9361 00077/IS/?011 2- 4.Closina. The Parties shall not be obligated to close the City's acquisi4ion of the Pipeline unless and until each Party has performed its covenants and obligations as follows. A. Closing shall occur on or before the -\day of 2011 at the City's offices located at 15 l,.ax a:nS: , Aubum, Washington, or at such other time and place agreeable to the Parties. B. At closing the Districts shall deliver to the City: 1. A Bill of Sale in the form attached hereto as Exhibit B and . incorporated herein by this reference transferring to the City, all of the Districts' right, title and interest in the Pipeline and its capacity and warranting that Districts have exclusive title, to the Pipeline and its full capacity, excepting that portion owned by the City. Other than the above warranties, the Bill of:Sale shall indicate that the sale is an "As Is, Where Is" sale, with no other warranties, express or implied. 2. "As,BuilY' Pipeline documents in the possession of Districts. C. AYclosing, the City shall deliver to the Districts: 1. Funds in the amount of Four Hundred Thirty Thousand Five Hundred Dollars ($430,500.00) in theform of payments of Two Hundred Fifteen Thou§and Two Hundred Fifty Dollars ($215,250.00) to each District, together with sales tax at the rate of 9.5% thereon (totaling 40,897:50 or$20,448.75 to each District). D. When the requireinents of Sections 4(B) and 4(C) herein have been fulfilled, this transaction shall be closed without further instruction from the Parties. E. To the extent that there are any taxes, special assessments or utility service fees relating to the Pipeline or its use that are the legal obligation of one Party but are attribtitatile in partto a time period during which that Party did not have possession of 4he Pipeline, then the Parties will share in the obligation to pay such taxes, assessments or fees on the basis of a proration as of Closing. The City may record the Bill of Sale, assignments and other transfer documents as it desires and shall pay the cost thereof: 5. Transfer of Resoonsibilitv. A. Effective 12:01 a.m. on the day immediately following Closing; the Districts relinquish responsibility for the Pipeline to the City, and the City assumes responsibility for the Pipeline on that date, including the obligation to operate, maintain, repair and replace the Pipeline. 4I9250.21 9361 0007 7/I52011 3- B. Effectiye 12:01 a.m. on the day immediately following Closing, the City shall assume and 6e fully esponsible for the Pipeline at the City's sole cost and expense. The Pipeline shall 6e operated by City to provide water supply to WD 111 and any other lawful purpose. 6. Severabilitv. The invalidiry or unenforceability of any provisions of this Agreement shall not affect the other proJisions hereof, and tHi§ Agreement shall be construed in all respect as if such invalid or unenforceable provisions were omitted. 7. Amendment. No change, amendment ormodification of any provisions of the Agreement shall be valid unless;:set forth in a written amendment 4o this Agreement signed by the Parties. S. Authorization. By signing this Agreement, each Party certifies that it has the authority to 6ind its respectiVe governing bodies to all of the tertns and conditions of this Agreement. 9.Effective Date. This Agreement shall be effective upon the date of the Iast signature below. City f Au a Washington muni pal o By: Its: 2 Deted: P 2 Zo Attest: City CI 8,,: Q . Approv as B ubum C Attomey 419?iQ2 049361 0007 7/I S/201 I 4-' King County Water District No. 111,a Washingfon municipal corporation' BY= -l Its: -(¢¢anc.. /1'1a sG - Dated: _ l.lu u : ol ( Approved as to form: By: ._ - trict A ney Covington Water District, a Washington municipal corporation By: ns: e. Dated: flvq, ao/f Approved as to form: By:_ il..r nM.0 District Attomey i19250.21 9361 0007 7/152011 11 11 12"12" SE 288TH ST M FCS WD No. 111 CWD N.T.S. 1 6° I I LCI N WI > Q Z M POINT OF DELIVERY TOWDNo. 111 i FCS AUBURN /TACOMA M WD11U FCS i 12"TACOMA M o DUBERRY 12„HILL i TACOMA SSP i FCS g LEGEND M i POINT OF DELIVERY FCS FLOW CONTROL STATION 2^ TO WD NO. 111 WD No. 111aFLOWMETER SE 299TH ST _ T - 16 WATERLINESALE TOAUBURNAPPROX. LEAHILL 230LF BPS oRO J I 132ND AVENUE 16"TRANSMISSION MAIN PIPELINE TRANSFER AND AGREEMENT ACQUISITION m Roth Hill, LLG EXHIBIT A W terD stri t a 1130 NE33rd PIeCe, IN Ai AWN CnECHED PPPROVED ISTRICi o SWte 200 18—Jul. —ll, . IMM GH3Bellevue,WA 98004 Te1.425.869.&148 N " Fi E """"E onte naaaovEo NTS 132nd Tronsmission Main. Sale.dwg Exhibit "B" BILL OF SALE WATER PIPELINE Govington Water District, a Washington municipal corporation, and King County Water District No. 111, a Washington municipal corporation (collectivelythe "Districts"), transfer and convey to the City of Aubum, a Washington municipal corporation ("City"), the following described personal property: a 16-inch waterline in 132nd Avenue SE between SE 299th Street north to the Regional Water Supply System pipeline managed by 4he City of Tacoma consisting 'of approximately one thousand two hundred thirty 1,230) lineal feet of water pipeline, valves, fittings, and appurtenances as depicted on Exhibk A attached hereto and incorporated herein by this reference (the,"Pipeline"). This transfer and conveyance is made in consideration of We City's payment of Four Hundred Thirty Thousand Five Hundred Dollars ($430,500,00) in the form of payments of Two Hundred Fif4een Thousand Two Hundred Fifty Dollars ($215,250.00) to each District, together with sales 4ax at the rate of 9.5% thereon (totaling $40,897:50 or $20,448.75 4o each District); and the City's agreement to own and operate the Pipeline as part of the City's wate supply. Districts`further transfer, convey and assign to the City any and all warranfies related to the Pipeline;Provided, the Districts make no representations or warranties regarding the existence orstatus of any warranties related to the Pipeline. Districts warrants that they: have exclusive title to the Pipeline and its full capacity, excepEing that porfion of the capacity presently owned by the City, and that the Pipeline was accepted :for public use as facilities of the Districts. Other than the foregoing warranties, the transfer and conveyance of the Pipeline by the Districts to fhe City is "As Is", Where Is" with no other warranties, express or implied. Dated this pay of uLa , 201 L King County Water District No. 111 By i",. ' Its: (ev.e+c. Ma ae Dated this day of t, 2011. Covington Water District By Its: ov l,da n c t I,y Exhi " " 12"12" SE 288TH 3T M FCS WD No. 11;1 CWD N.T.S. I 1 6° I I V Uj l0 r T Q Z M POINT OF DELIVERY TOWDNo. 111 FCS AUBURN /TACOMA M WD111/ FCS N 12"TACOMA M DUBERRY 12„HILL TACOMA SSP FCS LEGEND M i POINT OF DELIVERY FCS FLOW CONTROLSTATION 2 TO WD No. 111 WD No. 111 FLOW METER SE 2JJTH ST _ T — 16 WATERLINE 3ALE TOAUBURN'APPROX. LEAHILL _ 1,230LF BPS o R IILL 132ND AVENUE 16"TRANSMISSION MAIN m PIPELINE TRANSFERAND AGREEMENT ACQUISITION Roth Hill, LLC EXHIBIT A W terDistrict 111,KIN6 COUNIY 11130 NE 33rtl Place, P oTriNC oa awrv cnecKeo naaRavEO isreicrSUI[8200 g—ul —11 IMM ' GH. i Bellevue,WA 98004 P o iNC scn E Fi E NaME onrE naaao o o Te1.425.869.9448 NTS 132nd Tronsmission Moin Sale.dwg RESOLUTION NO. 4 9 8 6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AGREEMENTS BETWEEN THE CITY OF AUBURN AND CASCADE WATER ALLIANCE FOR THE PURCHASE AND SALE OF CREDITS RELATING TO PERMANENT AND RESERVE WHOLESALE WATER SUPPLY CAPACITY WHEREAS, the City of Auburn has a duty and responsibility to provide water to its community; and WHEREAS, in February 2010, the City of Auburn entered into the 2010 Lake Tapps Area Water Resources Agreement that provided, among other things, for Cascade Water Alliance (Cascade) to assist the City in meeting its projected 50-year water supply needs; and WHEREAS, in February 2013, Cascade informed the City of the availability of a water supply opportunity; and WHEREAS, the City confirmed its desire to purchase a System Development Charge Credit from Cascade for both 4 Million Gallon per Day ("MGD") Permanent, and 6 MGD Reserve Wholesale Water Supply. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor and City Clerk are hereby authorized to execute Agreements between the City and Cascade Water Alliance for the Purchase and Sale of Credits Relating to Permanent and Reserve Wholesale Water Supply Capacity, which agreements shall be in substantial conformity with the agreements attached hereto as Exhibits A and B and incorporated herein by this reference. Resolution No 4986 August 21, 2013 Page 1 of 2 Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this day of s 2013. CI AUBU PETER B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: J0i D. ,el . Heid, City Atromey Resolution No 4986 August 21, 2013 Page 2 of 2 AGREEMENT FOR THE PURCHASE AND SALE OF CREDITS RELATING TO PERMANENT WHOLESALE WATER SUPPLY CAPACITY THIS AGREEMENT ("Agreement") is made and entered into as of this 10*_day of 5 jle bor 2013 ("Effective Date"), by and between the City of Auburn, Washington Auburn"), and Cascade Water Alliance, ajoint municipal utilities services authority organized under Chapter 39.106 RC W ("Cascade"). The City and Cascade are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS WHEREAS, in 2005, in order to meet Cascade's immediate and long-term water supply needs, Cascade purchased from Tacoma a supply of water both permanently and for a finite period of years pursuant to an "Agreement for the Sale of Wholesale Water"; WHEREAS, on February 5, 2010, Cascade and the Cities of Bonney Lake, Buckley, Sumner and Auburn entered the 2010 Lake Tapps Area Water Resources Agreement(the"Four Cities Agreement")that provided, among other things, for Cascade to assist the four cities in meeting their projected 50-year water supply needs; WHEREAS, on December 31, 2012, Cascade and Tacoma entered the Amended and Restated Agreement for the Sale of Wholesale Water (the "Amended and Restated Agreement") that provided, among other things, for Tacoma to make available to the four cities a water supply to be purchased directly from Tacoma as a wholesale customer and to recognize credit for the System Development Charges that Cascade had previously paid to Tacoma; WHEREAS, Cascade and Tacoma sent a letter, dated February 11, 2013, to inform Auburn of the availability of the "substitute" water supply opportunity and related time limitations and procedures for acting on the opportunity ("Joint Letter"); WHEREAS, Auburn timely approved, signed, and delivered the Confirmation Notice, dated May 21, 2013, to confirm Auburn's election of the substitute supply opportunity and its desire to purchase a System Development Charge Credit from Cascade as to the 4 MGD Wholesale Water Supply ("Confirmation Notice"); and WHEREAS, the Joint Letter and Confirmation Notice are set forth in Exhibit A hereto and are incorporated by reference in this Agreement; NOW, THEREFORE, IN CONSIDERATION ofthe recitals stated above, which are incorporated herein, and the mutual covenants and conditions herein contained, the Parties agree as follows: AGREEMENT 1.Definitions. 4 MGD Wholesale Water Supply" means an average annual 4 MGD wholesale water supply from Tacoma, with a Peaking Factor of 1.33, and a maximum peak day of 5.32 MGD, all as provided in the Amended and Restated Agreement. Amended and Restated Agreement" means the "Amended and Restated Agreement for the Sale of Wholesale Water" by and among Cascade and the City of Tacoma, Department of Public Utilities, Water Division, dated December 31, 2012. Confirmation Notice" means the document, dated May 21, 2013, in which Auburn confirmed its election of the substitute supply opportunity in fulfillment of Cascade's obligation in the Four Cities Agreement to assist with Auburn's projected 50-year water supply needs attached in Exhibit A). Four Cities Agreement" means the "2010 Lake Tapps Area Water Resources Agreement among the Cities of Auburn, Bonney Lake, Buckley and Sumner, and Cascade Water Alliance," dated February 5, 2010. MGD" means million gallons per day. Joint Letter"means the letter, dated February 11, 2013, from Cascade and Tacoma to Cities of Auburn, Bonney Lake, Buckley and Sumner that is attached hereto in Exhibit A. Notice of Confirmation of System Development Charge Credit" means a notice, given by Cascade to Tacoma at the request of Auburn, confirming the amount of the System Development Charge Credit (if any)to be applied to the System Development Charge otherwise due and payable by Auburn to Tacoma in connection with a wholesale water supply agreement. System Development Charge" or"SDC" means the system development charge imposed upon wholesale customers by Tacoma in its wholesale water regulations. System Development Charge Credit" means a credit to be applied in a wholesale water supply agreement against the System Development Charge otherwise due and payable by Auburn to Tacoma. The System Development Charge Credit is expressed in million gallons per day (MGD) units and in dollars. Tacoma"means the City of Tacoma, Department of Public Utilities, Water Division. Page 2 of 8 2. Term of Agreement. This Agreement takes effect on the first date that both Parties have duly approved, signed, and delivered the Agreement to the other Party. The term of the Agreement will commence on the effective date and will end on December 31, 2029 or the date that Auburn has fully paid Cascade for the price of the System Development Charge Credit consistent with Sections 3 and 4 of this Agreement. 3.Purchase of 4 MGD System Development Charge Credit& Price. Auburn agrees to purchase and Cascade agrees to sell a System Development Charge Credit regarding the 4 MGD Wholesale Water Supply in the quantity of 2.5 MGD annual supply capacity(3.32 MGD peak supply capacity). In consideration for said System Development Charge Credit, Auburn will pay to Cascade a total price of$7,893,300.00 as of the date that this Agreement takes effect. The parties agree that Auburn will pay interest at an annual rate of 3.2% on the balance due beginning in 2017 and continuing until the balance is fully paid and this Agreement terminates. Auburn will pay the total price by making an annual payment in 2017-2029 according to the annual payment schedule set forth in Section 4 below. This schedule incorporates interest at a rate of 3.2% on the balance due, beginning in 2017. Under this schedule the total of annual payments including interest is $10,105,806.00. 4. Annual Payment Schedule. Auburn will make annual installment payments to Cascade to pay for the System Development Charge Credit as to the 4 MGD Wholesale Water according to the following payment schedule: Payment Schedule Year Amount Year Amount 2014 0 2022 934,805 2015 0 2023 934,805 2016 0 2024 934,805 2017 252,586 2025 934,805 2018 252,586 2026 934,805 2019 252,586 2027 934,805 2020 934,805 2028 934,805 Page 3 of 8 2021 934,805 2029 934,805 Total 10,105,806 Each year the annual payment shall due and payable by Auburn to Cascade on or before June 30 of the year in which such payment is due. If full payment of any annual payment is not received by Cascade on or before the date due, such payment shall be considered past due, and the unpaid amount shall accrue additional interest, from the date due until the date paid, at a rate per day equal to 0.03 percent per day. Upon not less than fifteen (15) days' advance notice to Cascade, the City may in any given year prepay without penalty any one or more of the next successive annual payments. Upon such notice, Cascade will provide Auburn documentation of the amount due for such payment, and adjustments to any remaining payment schedule, net of related interest incorporated into the above payment schedule. 5. Notice of Confirmation of System Development Charge Credit. Within 30 days after this Agreement takes effect, Cascade will send to the Tacoma Water Superintendent a Notice of Confirmation of System Development Charge Credit regarding the 4 MGD Wholesale Water Supply in the quantity of 2.5 MGD annual supply capacity. Cascade will provide a copy of the Notice to Auburn when it is sent to Tacoma. 6. Wholesale Water Supply Purchase Negotiations with Tacoma. In order to use the System Development Charge Credit and secure a wholesale water supply from Tacoma, Auburn acknowledges that it must make an offer, complete negotiations, and enter a wholesale water supply agreement with Tacoma consistent with the Joint Letter and Confirmation Notice set forth in Exhibit A and with the Amended and Restated Agreement. Auburn acknowledges and agrees that Cascade makes no representations or warranties as to the outcome of such negotiations, the Tacoma wholesale water supply that Auburn may (or may not) be able to purchase, or otherwise. 7.Effect on Four Cities Agreement. The Parties agree that this Agreement constitutes full performance by Cascade of its obligations under Section 3(a) of the Four Cities Agreement. Accordingly, Section 3(a) ofthe Four Cities Agreement shall be of no further force or effect as between Cascade and Auburn. Other provisions of the Four Cities Agreement are unaffected by this Agreement and remain effective according to their terms. 8. Notices. All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: Page 4 of 8 Cascade Water Alliance: City of Auburn: 520 112'' Avenue NE, Suite 400 Attn: Dennis Dowdy Bellevue, Washington 98004 25 W Main St Attn: Chief Executive Officer Auburn WA 98001 Phone: (425)453-0930 Phone: (253)931-3010 Fax: (425)425-453-0953 Fax: (253)931-3053 A Party may change its address from time to time by providing notice to the other Party. All notices and payments mailed by regular post(including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the next business day following the date ofmailing, ifproperly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 9.Dispute Resolution. In the event that any dispute arises between Cascade and Auburn, the aggrieved Party shall give a notice of the dispute to the other Party. Cascade and Auburn shall, within five (5) days of such notice, each nominate a senior officer of its management to meet at a mutually agreed location, to attempt to resolve such dispute. The Parties shall each designate a representative(s) to confer on the best and most cost effective way to resolve the dispute. By mutual agreement, they may choose direct negotiations or mediation. If there is no agreement between the Parties on how to proceed within thirty (30) days, either Party may pursue legal action; provided, however, no Party shall be precluded from filing an appeal or action to prevent the expiration of a time period for filing or any statute of limitations. If a Party fails to perform its obligations hereunder, then it shall be in default hereunder unless the defaulting Party cures an event of default, whether monetary or non-monetary, within thirty (30) days after receiving written notice from the other Party of such default. Subject to the procedures set forth in Section 9 (Dispute Resolution), if a Party is in breach or default of its obligations arising under this Agreement, the other Party shall have and shall be entitled to exercise any and all remedies available to it at law or in equity (including the right to specifically enforce this Agreement), all of which remedies shall be cumulative. 11. Attorneys' Fees. If any Party shall be required to bring any action to enforce any provision ofthis Agreement, or shall be required to defend any action brought by the other Party with respect to this Agreement, and in the further event that one Party shall substantially prevail in such action,the losing Party shall, in addition to all other payments required therein,pay all of the prevailing Party's reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney's fees in the trial court and in any appellate courts. Page 5 of 8 12. No Assignment. This Agreement is specific to the Parties and may not be assigned in whole or in part. 13. Non-Waiver. No delay or failure by a Party to exercise any of its rights, powers or remedies under this Agreement following any breach by another Party shall be construed to be a waiver of any such breach, or any acquiescence therein, or of or in any similar breach thereafter occurring, nor shall any waiver of any single breach be deemed a waiver ofany other breach theretofore or thereafter occurring. 14. No Third Party Beneficiary. This Agreement is for the sole and exclusive benefit of the Parties and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. 15. Integrated Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements with respect thereto; provided, however, that this Agreement shall be interpreted or construed together with the Amended and Restated Agreement, the Joint Letter, and the Confirmation Notice. No modifications or amendments ofthis Agreement shall be valid or effective unless evidenced by an agreement in writing signed by the Parties. 16. Signature in Counterparts. This Agreement may be executed in counterparts and all of those counterparts taken together shall constitute one and the same instrument. 17. Representations of the Parties. Each Party represents and warrants that it has duly approved, executed, and delivered this Agreement and that it has all necessary authority to enter into this Agreement and to perform its terms and obligations. Each Party represents and warrants that the approval, execution, and delivery have been duly authorized by the appropriate board or council, and no other act or proceeding on the part of any Party is necessary to authorize entry into or performance of this Agreement. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date. Page 6 of 8 City of trn Cascade Water Alliance:: By: By: Chuck Clarke Title: yr,e Title: Chief Executive Officer Date: SEP 10 2013 Date: ATTEST City Clerk APP U AS TO FORM City Attorney Page 7 of 8 Exhibit A Joint Letter signed by Cascade and Tacoma, dated February 1], 2013, and the Confirmation Notice signed by Auburn,dated May 21, 2013.1 CASCADE T ! -• I I K r\ I I IAN ( I WATER T110.1 10.11. .1.11TI.. February 11, 2013 The Honorable Pete Lewis The Honorable Pat Johnson City of Auburn City of Buckley 25 West Main Street 933 Main Street Auburn, WA 98001 Buckley, WA 98321 The Honorable Neil Johnson The Honorable Dave Enslow City of Bonney Lake City of Sumner 19306 Bonney Lake Blvd. 1104 Maple Street Bonney Lake, WA 98391 Sumner, WA 98390 Re: Cascade Water Alliance and Tacoma Water Substitute Wholesale Water Supply Availability—Time is of the Essence (Sent by Email and US Main Dear Mayors: As you may be aware,the Cascade Water Alliance and City of Tacoma have been in ongoing discussions about potential changes to the 2005 Water Supply Agreement. In late 2012 a new agreement was reached and signed which benefits not only Tacoma and Cascade but also the Four Cities of Auburn, Bonney Lake, Buckley and Sumner. This new agreement preserves the right of the four cities under the 2009 Cascade/Four Cities Agreement and allows a new time sensitive supply option to be jointly offered to the four cities from Cascade and Tacoma. The Cascade Water Alliance(Cascade), in cooperation with Tacoma Water, is offering the availability of a substitute wholesale water supply ("Substitute Supply") and to provide this notice of a limited period of time for your Cities to take action on this unique opportunity. Cascade and Tacoma have entered into a Restated and Amended Agreement for the Sale of Wholesale Water,which replaces the 2005 agreement between the parties for purchase and sale ofwholesale water. The 2005 agreement is included as one of the"water supply assistance" measures in the 2010 Lake Tapps Area Water Resources Agreement between Cascade and your cities(the"Four Cities Agreement"). In the Restated and Amended Agreement, Cascade has agreed to relinquish its right to take delivery of the Substitute Supply. This water is now available to the Cities to purchase directly from Tacoma as a wholesale customer. Cascade has,however,previously paid capacity charges for this wholesale water supply. If your City now desires to purchase the Substitute Supply directly from Tacoma and takes action described in this letter, Cascade is willing to sell your City a credit (reflecting the amounts that Cascade has previously paid to Tacoma)that can be Joint Letter to the Four Cities February 11, 2013 Page 2 applied against System Development Charges that would otherwise be due to Tacoma ("SDC Credit"). The amount and availability of any SDC Credit will be determined by Cascade in accordance with the terms set forth in the Confirmation Notice that is attached to this letter. You must act promptly, however, in order to secure the opportunity to obtain an SDC Credit from Cascade. This letter provides Cascade's formal notice of the limited window of time for your City to act, the Confirmation Notice that you must return to Cascade to apply for a SDC Credit, and general guidance as to how Cascade and Tacoma intend to cooperate to facilitate the implementation of the Restated and Amended Agreement Limited Time to Act You must act within 120 days from the first meeting of Tacoma, Cascade and the Four Cities to confirm your interest in this opportunity by delivering a signed "Confirmation Notice" to Cascade in the form attached to this letter. This opportunity expires at the end of 120 days. During this 120-day period, the quantity allocation among and between the Four Cities as stated in the Four Cities letter to Cascade, dated February 5, 2010, shall be recognized by Cascade and shall determine the maximum allocation of the Substitute Supply(and the Residual Wholesale Water Supply) among the Cities (unless the Four Cities jointly agree to reallocation in accordance with the Four Cities Agreement). A City has until the expiration date to deliver an executed Confirmation Notice to Cascade. If you select this opportunity by acting within the 120 days, then you have until March 1, 2018 to purchase (or agree to purchase) an SDC Credit from Cascade (In anticipation of the required steps with Tacoma described below, it is advisable for your City to complete the SDC purchase agreement with Cascade in advance of March 2018 to allow your City adequate time for the Tacoma steps.) if you select this opportunity by acting within the 120 days, then you will also have until March 1, 2018 to submit a Wholesale Water Agreement with Tacoma that is eligible for the SDC Credit. if you do not confirm your selection by delivering a Confirmation Notice to Cascade by the deadline, then you decline the Substitute Supply opportunity stated in this letter. In that event, you will still be able to purchase wholesale water supply (if any water supply capacity remains available) from Tacoma on terms consistent with Section 3(a) of the Four Cities Agreement However, you will not be eligible for an SDC Credit Next Steps with Cascade If you deliver the Confirmation Notice within the 120-day deadline stated above and select this Substitute Supply opportunity,then you will need to complete the following steps with Cascade: a) Confirmation to Cascade that your City will proceed with the Substitute Supply opportunity stated herein, and that it fully substitutes for Section 3(a) of the Four Cities Agreement which will have no further force or effect. b) Agree with Cascade for payment terns to Cascade for the SDC credit. Joint Letter to the Four Cities February 11, 2013 Page 3 c) Upon completion of the items in (a) and (b) above, Cascade will send Notice of Confirmation of System Development Charge Credit to Tacoma. Next Steps with 'Cacoma Water If you deliver the Confirmation Notice to Cascade within the deadline stated above and select this opportunity,then you would also need to complete the following steps with Tacoma in order to submit a timely offer to purchase all or a portion of the Substitute Supply. The procedures and requirements that must be followed to submit such an offer arc set forth in Section 6 and Section 7 of the Restated and Amended Agreement (attached for reference). It is important to read these procedures and requirements carefully as any offer you make must be in strict compliance with these procedures and requirements. These procedures and requirements are briefly summarized as follows: a) In order to obtain a SDC Credit, Tacoma must be in receipt of a Notice of Confirmation of System Development Charge Credit from Cascade. b) Prior to submitting your offer to purchase water from Tacoma, you must obtain Tacoma's written review and approval ofthe Wholesale Water Supply Agreement(including any proposed modifications thereof) pursuant to which such offer is to be made to Tacoma. e) Your offer to Tacoma must be submitted in the form of duplicate executed originals of the Wholesale Water Supply Agreement, in strict conformity with the form of the Wholesale Water Supply Agreement approved by Tacoma. d) No later than March 1, 2018, you must deliver your offer to Tacoma, Attention: Water Superintendent, Tacoma Water, 3628 South 35th Street, Tacoma, WA 98409, and obtain Tacoma's acknowledgment of the time and date of Tacoma's receipt of such offer. Clarifications While we are pleased to present this opportunity to your City, we want to avoid any confusion as to what this opportunity is and is not. For avoidance of doubt, this letter does not constitute a modification or waiver of any of the procedures or requirements set forth in the Restated and Amended Agreement. This letter does not constitute an offer by Tacoma to sell a wholesale water supply to any person or entity. Any such sale by Tacoma is subject to and contingent upon the negotiation, execution and delivery of a mutually acceptable Wholesale Water Supply Agreement. Conclusion Cascade and Tacoma are pleased to provide the availability of Substitute Supply, and look forward to receiving your offer to purchase, should you desire to do so, in accordance with the Joint Letter to the Four Cities February 11, 2013 Page 4 guidelines set forth above We will be contacting your office within the next week to schedule a meeting to present and discuss this opportunity Sincerely, Chuck Clarke Linda A. McCrea Chief Executive Officer Superintendent Cascade Water Alliance Tacoma Water Joint Letter to the Four Cates February 11, 2013 Page 5 Confirmation Notice To Be Delivered to Cascade Water Alliance 120 days From the First Meeting of Tacoma, Cascade and The Four Cities The City of City") confirms receipt of the letter, dated from Cascade Water Alliance ("Cascade") and Tacoma Water presenting the availability of a substitute wholesale water supply ("Substitute Supply"). The City understands that the Substitute Supply is an alternative to the provisions of Section 3(a) of the 2010 Lake Tapps Area Water Resources Agreement between Cascade and the Cities of Auburn, Bonney Lake, Buckley, and Sumner(the "Four Cities Agreement'). The City understands that the Substitute Supply requires the City to enter a wholesale water supply agreement with Tacoma Water to be negotiated and offered to Tacoma Water by March 1, 2018 as described in the above-referenced letter. The City understands that Cascade Water Alliance is offering to sell a System Development Charge Credit to the City on the terms and conditions stated on Exhibit 1 attached hereto, provided that by March 1, 2018 Cascade and the City need to enter an agreement to confirm the purchase and sale and Cascade's provision of a Notice of Confirmation of System Development Charge ("SDC") Credit to Tacoma Water. Now, therefore, the City of hereby confirms and agrees as follows: a) The City the elects the "Substitute Supply" opportunity described herein as an alternative that fully substitutes for section 3(a) of the Four Cities Agreement. b) The City provides this Confirmation Notice with respect to the following portion of the Substitute Supply: 4 MGD wholesale supply: 6 MGD wholesale supply. c) By selecting the"Substitute Supply" alternative, the City agrees that Cascade has fully performed and satisfied all obligations to the City under 3(a) of the Four Cities agreement. d) The City agrees that section 3(a) of the Four Cities Agreement shall be of no further force or effect as between Cascade and the City. e) The City and Cascade shall proceed with diligence to negotiate an agreement for purchase ofan SDC Credit consistent with the terns outlined in Exhibit 1. CONFIRMED,ACCEPTED AND AGREED TO BY THE CITY OF on this day of 2013 By Name] Mayor CI I Y OF ADBURN Peter B Lewis, Mayor WASHINGTON 25 West Main Street * Auburn WA 98001-4998 www auburnwa gov * 253-931-3000 May 21, 2013 Cascade Water Alliance Attn: Chuck Clarke, Chief Executive Officer- 520 1 12ih Avenue NE, Suite 400 Bellevue, Washington 98004 Re: Confirmation Notice— City of Auburn's Response to Cascade's Offer of Substitute Supoly Dear Mr. Clarke, On May 6'h, 2013 the Auburn City Council approved Resolution 4951 authorizing the City of Auburn to begin negotiations with Cascade Water Alliance in response to your February 11, 2013 offer. Enclosed please find a signed original of the C sty's confirmation notice our Public Works Director will be in touch with _ ou soon to begin discussion of the city's desires to make use. of the Substitute Supply. Suicom y, Pete Lewis Mayor Fnclosures cc- Dennis Dowdy, Director of Public Works Received MAY 2 3 201 AUBURN MORE THAN YOU IMAGINED Confirmation Notice To Be Delivered to Cascade Water Alliance 120 days From the First Meeting of Tacoma, Cascade and The Four Cities The City of Auburn ("City") confirms receipt of the letter, dated February 11, 2013, from Cascade Water Alliance ("Cascade") and Tacoma Water presenting the availability of a substitute wholesale water supply ("Substitute Supply") The City understands that the Substitute Supply is an alternative to the provisions of Section 3(a) of the 2010 Lake Tapps Area Water Resources Agreement between Cascade and the Cities of Auburn, Bonney Lake, Buckley, and Sumner(the "Four Cities Agreement") The City understands that the Substitute Supply requires the City to enter a wholesale water supply agreement with Tacoma Water to be negotiated and offered to Tacoma Water by March 1, 2018 as described in the above-referenced letter. The City understands that Cascade Water Alliance is offering to sell a System Development Charge Credit to the City on the terms and conditions stated on Exhibit 1 attached hereto, provided that by March 1, 2018 Cascade and the City need to enter an agreement to confirm the purchase and sale and Cascade's provision of a Notice of Confirmation ofSystem Development Charge ("SDC") Credit to Tacoma Water. Now, there fore, the City ofAuburn hereby confirms and agrees as follows: a) The City the elects the "Substitute Supply" opportunity described herein as an alternative that fully substitutes for section 3(a) of the Four Cities Agreement provided that the City can negotiate acceptable terms with Cascade to provide and finance the necessary water supply SDC credits. b) The City provides this Confirmation Notice with respect to the following portion of the Substitute Supply. 4 MGD wholesale supply- 4 MGD 6 MGD wholesale supply: Possible option of 3 MGD c) By selecting the "Substitute Supply" alternative, the City agrees that upon execution of a new Substitute Supply agreement with Cascade to provide SDC Credits for 4 MGD of supply, Cascade will have fully performed and satisfied all obligations to the City under 3(a) of the Four Cities agreement. d) The City agrees that section 3(a) ofthe Four Cities Agreement shall be of no further force or effect as between Cascade and the City when a new substitute supply agreement with Cascade is executed. e) The City and Cascade shall proceed with diligence to negotiate an agreement for purchase of an SDC Credit consistent with the terms outlined in Exhibit 1 (Attached). CONFIRMED, ACCEPTED AND AGREED TO BY THE CITY OF AUBURN on this 21" day of May, 2013: By F,- Pete Lewis, ayor Exhibit I TERMS FOR 4 CITIES SUBSTITUTE SUPPLY OFFER I.This offer is structured to fulfill Cascade's obligations to make available Tacoma water as described in the existing "4 Cities Agreement ". Availability of the terms of this offer is contingent upon written acceptance of the substitution of this supply offer for the commitment defined in Section 3.a of that 4 Cities Agreement specifically: a. Paragraph 3A, providing options for purchase of Cascade's contracted Tacoma supply capacity, is replaced by the substitute capacity offer defined in this proposal. b. Paragraph 3A is confirmed in writing to be fully satisfied by acceptance of this substitute capacity offer. c. Upon expiration of the substitute capacity offer on December 31, 2017, all Cascade obligations to make Tacoma water available are deemed fulfilled and terminated. d The substitute capacity offer must be accepted and executed no later than 120 days from the first meeting of Tacoma, Cascade and the Four Cities and the offer is withdrawn after expiration date. [Actual commitment to purchase water under those terms, once accepted, can occur anytime through 2017 as further delineated in section Il.c below II. Substitute Capacity Offer a. The following capacity is made available: i 9 3 mgd of average supply and a peak supply of 11.3 mgd. [This is the remaining available capacity of Cascade's purchases from Tacoma.] ii Cascade offers all capacity as firm and permanent. Cascade will be responsible for any transactions needed to convert reserve capacity to permanent capacity. iii All capacity will be offered as year-round capacity with the following structure: for each 1 mgd of year-round capacity, a peak season ratio of up to 1.33 will be available for purchase The peak annual ratio of 1.33.1.0 is based on the Tacoma capacity owned by Cascade, which originally totaled 10 mgd annual average and 13.3 mgd peak season. Cities may elect peak ratios ranging from 1.0 to 1.33, subject to total capacity limits defined in the attached table. iv. Tacoma will provide wholesale service contingent on execution of a wholesale supply agreement defining terms for service and related charges. A sample agreement form is provided b. The following price and financial terms are offered: I. Capacity will be offered at a price of 75%of the SDC($3.17 per gallon r 75%_ 2 3775 per gallon) originally paid by Cascade. This charge will apply to annual capacity and to incremental peak season capacity 1. For example, for a purchase of 1 mgd annual/ 1.3 mgd peak season, the cost will be 1 mgd ' $2 3775 million +0 3 mgd * $2 3775 million = 3,090,750. A purchase of 1 mgd annual with no peak season increment would cost$2,377,500. n. Payments for capacity purchase will be to Cascade, when the purchase involves conversion of reserve capacity,Cascade may opt to direct all or part of the payment to Tacoma. ni For each purchase, the following financing terms are available 1. Full payment of purchase price upon execution of purchase;or 2. Payment of 20%of purchase price upon execution; remainder financed on a note over 5 years at 3 3% interest with level annual payments due upon each anniversary date. Purchaser would be free to pay off note at any time. iv. Wholesale rates for service and delivery are as defined by agreement with Tacoma (see also below). c. The following schedule applies to the substitute offer. i. The substitute capacity offer must be accepted and executed no later than 120 days after the first meeting of Tacoma, Cascade and the Four Cities and the offer is withdrawn after expiration date. If not accepted during this period,then the existing terms of paragraph 3.a would remain in effect. ii. During the period from execution of this substitute offer until December 31, 2015, each City may elect to purchase its related share of capacity at any time. Shares of capacity can also be re-assigned upon notice provided to Cascade by both parties of such intent. m. Beginning January 1, 2016 and extending through December 31, 2017, any City may offer to purchase any or all capacity remaining available on a first come,first serve basis. Cascade will notify the Cities of available capacity early in 2016. iv. After December 31, 2017, no substitute supply capacity will be available. v. Participants in this substitute capacity offer are free to transfer rights to purchase to other participants, but only to other participants, provided that Cascade receives clear and binding direction to this effect from both parties III Special Situation Bonney Lake previously acquired 2 mgd of peak season (June-September) capacity, with no right of service in the off-peak period This is equivalent in quantity to 2.0 mgd peak and 0.7 mgd average annual. This leaves related off-peak capacity with no corresponding right of service in the peak period. 1 Bonney Lake is offered revision of this capacity right to 2 mgd peak together with 150 mgd annual capacity. 2 This offer to revise the capacity structure is made available for 90 days after the effective date of Bonney Lake's acceptance of the substitute capacity offer. 3 Purchase Price for this revision is the extension of existing payments by one year(to include 2019),a net cost addition of$391,222. 4 If Bonney Lake does not approve this extension prior to the expiration date, then other parties are free to acquire the related off-peak capacity as a part of a year-round capacity purchase at an incremental price of 391,222. IV. Integration of Cascade and Tacoma obligations under this substitute capacity offer: a. As defined in the revised agreement between Cascade and Tacoma, it is the intent of Cascade and Tacoma that any purchases under this offer are subject to execution of an agreement for wholesale service with Tacoma Cascade would have no ongoing role in delivering wholesale water after execution of such agreement with Tacoma b Tacoma will commit to supply water purchased under this agreement, subject to execution of a wholesale water agreement acceptable to Tacoma and generally defined in a draft wholesale agreement. i. Tacoma will work with the purchaser to establish a mutually acceptable delivery point or points,to be defined in the wholesale water agreement u No SDCs will be due to Tacoma for water capacity purchased under this agreement. iii. The purchaser will be subject to Tacoma wholesale rates. Substitute Offer of Available Tacoma Supply Capacity Total Auburn Bonney Lake Buckley Sumner Capacity 9.2 mgd 7.0 mgd 1.5 mgd 0.7 mgd 0.0 mgd Availability average/ average/ 10 0 average/2.0 average/1.33 average/0 0 Previously 13.33 mgd mgd peak mgd peak mgd peak mgd peak Requested by peak the 4 Cities Additional 0.8 mgd 0.5 mgd 0.0 mgd 0.3 mgd 0 0 mgd Capacity in average/average/0 0 average/0 0 average/0.0 average/0.0 Substitute Offer 0 00 mgd mgd peak mgd peak mgd peak. mgd peak peak Previous OJ mgd Purchases average/2.0 mgd peak 2.0 mgd peak season with no off-peak supply requires an annual average of 0.7 mgd to be delivered] Remaining 10.0 mgd 7.5 mgd 0.8 mgd 1.0 mgd 0.0 mgd Available average / average/10.0 average 10.0 average/1.33 average 0.0 capacity for 13.33 mgd mgd peak mgd peak mgd peak mgd peak Purchase peak AGREEMENT FOR THE PURCHASE AND SALE OF CREDITS RELATING TO FINITE WHOLESALE WATER SUPPLY CAPACITY THIS AGREEMENT("Agreement") is made and entered into as of this 161-`'day of 5<fkw be r 2013 ('Effective Date"), by and between the City of Auburn, Washington Auburn"), and Cascade Water Alliance, a joint municipal utilities services authority organized under Chapter 39.106 RCW("Cascade"). The City and Cascade are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS WHEREAS, in 2005, in order to meet Cascade's immediate and long-term water supply needs, Cascade purchased from Tacoma a supply of water both permanently and for a finite period of years pursuant to an "Agreement for the Sale of Wholesale Water"; WHEREAS, on February 5, 2010, Cascade and the Cities of Bonney Lake, Buckley, Sumner and Auburn entered the 2010 Lake Tapps Area Water Resources Agreement (the "Four Cities Agreement")that provided, among other things, for Cascade to assist the four cities in meeting their projected 50-year water supply needs; WHEREAS, on December 31, 2012, Cascade and Tacoma entered the Amended and Restated Agreement for the Sale of Wholesale Water(the "Amended and Restated Agreement") that provided, among other things, for Tacoma to make available to the four cities a water supply to be purchased directly from Tacoma as a wholesale customer and to recognize credit for the System Development Charges that Cascade had previously paid to Tacoma; WHEREAS, Cascade and Tacoma sent a letter, dated February 11, 2013,to inform Auburn of the availability of the "substitute" water supply opportunity and related time limitations and procedures for acting on the opportunity ("Joint Letter"); WHEREAS, Auburn timely approved, signed, and delivered the Confirmation Notice, dated May 21, 2013, to confirm Auburn's election of the substitute supply opportunity and its desire to purchase a System Development Charge Credit from Cascade as to the 6 MGD Wholesale Water Supply ("Confirmation Notice"); WHEREAS, Cascade paid a capacity reservation fee to Tacoma that covers a portion of the System Development Charge for 6 MGD Wholesale Water Supply and Auburn will owe Tacoma the remaining balance of any System Development Charges for Auburn's desired quantity, net of the credit purchased from Cascade under this Agreement; WHEREAS, the Joint Letter and Confirmation Notice are set forth in Exhibit A hereto and are incorporated by reference in this Agreement; and WHEREAS, the Parties have addressed the purchase of credits for the permanent, or 4 MGD Wholesale Water Supply, in a separate agreement, and the Parties set forth their agreement for purchase of credits for the 6 MGD Wholesale Water Supply in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the recitals stated above, which are incorporated herein, and the mutual covenants and conditions herein contained, the Parties agree as follows: AGREEMENT 1.Definitions. 6 MGD Wholesale Water Supply"means an average annual of 6 MGD wholesale water supply from Tacoma, with a Peaking Factor of 1.33, and a maximum peak day of 7.98 MGD, all as provided in the Amended and Restated Agreement. The 6 MGD Wholesale Water Supply is the Tacoma supply of water for a finite period of years. Amended and Restated Agreement"means the "Amended and Restated Agreement for the Sale of Wholesale Water" by and among Cascade and the City of Tacoma, Department of Public Utilities, Water Division, dated December 31, 2012. Confirmation Notice"means the document, dated May 21, 2013, in which Auburn confirmed its election of the substitute supply opportunity in fulfillment of Cascade's obligation in the Four Cities Agreement to assist with Auburn's projected 50-year water supply needs attached in Exhibit A). Four Cities Agreement" means the "2010 Lake Tapps Area Water Resources Agreement among the Cities of Auburn, Bonney Lake, Buckley and Sumner, and Cascade Water Alliance," dated February 5, 2010. MGD" means million gallons per day. Joint Letter" means the letter, dated February 11, 2013, from Cascade and Tacoma to Cities of Auburn, Bonney Lake, Buckley and Sumner that is attached hereto in Exhibit A. Notice of Confirmation of System Development Charge Credit" means a notice, given by Cascade to Tacoma at the request of Auburn , confirming the amount of the System Development Charge Credit(if any) to be applied to the System Development Charge otherwise due and payable by Auburn to Tacoma in connection with a wholesale water supply agreement. System Development Charge" or"SDC" means the system development charge imposed upon wholesale customers by Tacoma in its wholesale water regulations. System Development Charge Credit" means a credit to be applied in a wholesale water supply agreement against the System Development Charge otherwise due and payable by Auburn to Tacoma. The System Development Charge Credit is expressed in million gallons per day (MGD) units and in dollars. Tacoma" means the City of Tacoma, Department of Public Utilities, Water Division. Page 2 of I 1 2. Term of Agreement. This Agreement takes effect on the first date that both Parties have duly approved, signed, and delivered the Agreement to the other Party. The term of the Agreement will commence on the effective date and will end on December 31, 2029 or the date that Auburn has fully paid Cascade for the price of the System Development Charge Credit consistent with Sections 3 and 4 of this Agreement. In the event that Auburn elects not to confirm a quantity consistent with the terms of this Agreement or by notice selects a quantity of zero (0.000 MGD), then this Agreement will terminate. 3. Purchase of 6 MGD System Development Charge Credit& Price. Subject to Section 5 of this Agreement, Auburn agrees to purchase and Cascade agrees to sell a System Development Charge Credit regarding the 6 MGD Wholesale Water Supply in a maximum quantity of up to 2.763 MGD annual supply capacity (3.68 MGD peak supply capacity). Auburn shall confirm the specific quantity of the 6 MGD Wholesale Water Supply it will purchase in accordance with the procedure set forth in Section 5 below. Until Auburn confirms its System Development Charge Credit with Cascade consistent with Section 5 and enters a wholesale water supply agreement with Tacoma as set forth in the Joint Letter, Auburn will not have access to the 6 MGD Wholesale Water Supply. After Auburn has confirmed its System Development Charge Credit with Cascade consistent with Section 5 and entered a wholesale water supply agreement with Tacoma,then Auburn may begin to take delivery of wholesale water from Tacoma. In consideration for said System Development Charge Credit, Auburn will pay to Cascade a total price of$1,427,864.00, as of the date that this Agreement takes effect, for the quantity of 2.763 MGD annual supply capacity (3.68 MGD peak supply capacity). The parties agree that Auburn will pay interest at an annual rate of 3.2% on the balance due beginning in 2017 and continuing until the balance is fully paid and this Agreement terminates. Auburn will pay the total price by making an annual payment in 2017-2029 according to the annual payment schedule set forth in Section 4 below. This schedule incorporates interest at a rate of 3.2% on the balance due, beginning in 2017. Under this schedule the total of annual payments including interest is $1,977,128.00. In the event that Auburn confirms an amount less than the maximum quantity of 2.763 MGD annual supply capacity (3.68 MGD peak supply capacity), the total applicable price and payment schedule will be adjusted downward on a pro rata basis. If Auburn elects not to confirm a quantity, or by notice selects a quantity of zero (0.000 MGD),then no payment shall be due. 4.Annual Payment Schedule. Auburn will make annual installment payments to Cascade to pay for the System Development Charge Credit as to the 6 MGD Wholesale Water Supply. In the event that Auburn purchases a System Development Charge Credit in the quantity of 2.763 MGD annual supply capacity (3.68 MGD peak supply capacity),then the following payment schedule shall apply: Page 3 of I I Payment Schedule Year Amount Year Amount 2014 0 2022 45,692 2015 0 2023 45,692 2016 0 2024 45,692 2017 45,692 2025 45,692 2018 45,692 2026 45,692 2019 45,692 2027 506,736 2020 45,692 2028 506,736 2021 45,692 2029 506,736 Total 1,977,128 In the event that Auburn purchases a System Development Charge Credit in a quantity less than 2.763 MGD annual supply capacity, then the Parties shall calculate and determine the applicable total price and payment schedule and the Parties shall agree on an updated payment schedule that will be documented as Exhibit B to this Agreement. Each year the annual payment shall due and payable by Auburn to Cascade on or before June 30 of the year in which such payment is due. If full payment of any annual payment is not received by Cascade on or before the date due, such payment shall be considered past due, and the unpaid amount shall accrue interest, from the date due until the date paid, at a rate per day equal to 0.03 percent per day. Upon not less than fifteen (15) days' advance notice to Cascade, the City may in any given year prepay without penalty any one or more of the next successive annual payments. Upon such notice, Cascade will provide Auburn documentation of the amount due for such payment, and adjustments to any remaining payment schedule, net of related interest incorporated into the above payment schedule. 5. Auburn Confirmation of Purchase Quantity & Termination Right On or before June 30, 2017, Auburn shall give notice to Cascade as to the specific quantity of the System Development Charge Credit that it will purchase, up to a maximum of 2.763 MGD annual supply capacity (3.68 MGD peak supply capacity). Auburn's notice must identify and confirm one of the following three courses ofaction: Page 4 of I 1 a) Auburn confirms purchase of a System Development Charge Credit in the quantity of 2.763 MGD annual supply capacity (3.68 MGD peak supply capacity). b) Auburn confirms purchase of a System Development Charge Credit in a specific quantity less than 2.763 MGD annual supply capacity (peak supply capacity to be determined by Cascade). C) Auburn confirms that it will not purchase an SDC Credit as to the 6 MGD Wholesale Water Supply, in which event this Agreement shall terminate and,except for Section 9, be of no further force or effect. If Auburn fails to give such notice to Cascade by June 30, 2017, or by notice selects a quantity of zero (0.000 MGD), then no payment shall be due and this Agreement will terminate. In order to facilitate communications, the Parties agree to meet and confer during the month of March 2017, or before, about status of water supply planning and this Agreement. 6.Notice ofConfirmation of System Development Charge Credit. Within 30 days after Auburn gives its notice to Cascade under Section 5 of this Agreement, Cascade will send to the Tacoma Water Superintendent a Notice of Confirmation of System Development Charge Credit regarding the 6 MGD Wholesale Water Supply. Cascade will provide a copy of the Notice to Auburn when it is sent to Tacoma. 7.Terms and Conditions of 6 MGD System Development Charge Credit. Auburn acknowledges that, as stated in the Amended and Restated Agreement, Cascade has paid to Tacoma a capacity reservation fee(i.e., $1,570,074.00 per MGD) for the 6 MGD Wholesale Water Supply that Tacoma will recognize as an System Development Charge Credit if all requirements of the Amended and Restated Agreement and the Joint Letter are met. However, the capacity reservation fee paid to Tacoma by Cascade covers only a portion of the System Development Charge for the 6 MGD Wholesale Water Supply. Accordingly, Auburn specifically acknowledges and agrees that it will pay Tacoma the remaining balance of any System Development Charges owing for Auburn's desired quantity, net of the SDC Credit obtained from Cascade. Auburn specifically acknowledges and agrees that Tacoma's SDC could increase and that Auburn will bear any increase in Tacoma's SDCs that may take effect before Auburn and Tacoma enter a wholesale water supply agreement. Auburn understands that additional SDC payments to Tacoma will be required to convert the 6 MGD Wholesale Water Supply to permanent supply, in the event Auburn elects to do so pursuant to a future Aubum-Tacoma agreement. As an example calculation of Auburn's combined costs based on Tacoma's current SDC, the Parties have included an illustrative example in Exhibit C attached hereto. Exhibit C is not binding on any Party or Tacoma, and Exhibit C contains assumptions about Tacoma's SDC and interest rates in the future that may or may not turn out to be accurate. Accordingly, Cascade makes no representations or warranties about the accuracy of Exhibit C. Page 5 of I I 8. Wholesale Water Supply Purchase Negotiations with Tacoma. In order to use the System Development Charge Credit and secure a wholesale water supply from Tacoma, Auburn acknowledges that it must make an offer, complete negotiations, and enter a wholesale water supply agreement with Tacoma consistent with the Joint Letter and Confirmation Notice set forth in Exhibit A and with the Amended and Restated Agreement. Auburn acknowledges and agrees that Cascade makes no representations or warranties as to the outcome of such negotiations, the Tacoma wholesale water supply that Auburn may (or may not) be able to purchase, or otherwise. 9. Effect on Four Cities Agreement. The Parties agree that this Agreement constitutes full performance by Cascade of its obligations under Section 3(a) of the Four Cities Agreement. Accordingly, Section 3(a)ofthe Four Cities Agreement shall be of no further force or effect as between Cascade and Auburn. Other provisions of the Four Cities Agreement are unaffected by this Agreement and remain effective according to their terms. This section 9 shall survive termination of the Agreement in the event that Auburn elects not to purchase an SDC Credit. 10. Notices. All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: Cascade Water Alliance: City ofAuburn: 520 112'' Avenue NE, Suite 400 Attn: Dennis Dowdy Bellevue, Washington 98004 25 W Main St Attn: Chief Executive Officer Auburn WA 98001 Phone: (425)453-0930 Phone: (253)931-3010 Fax: (425)425-453-0953 Fax: (253)931-3053 A Party may change its address from time to time by providing notice to the other Party. All notices and payments mailed by regular post(including first class) shall be deemed to have been given on the second business day following the date ofmailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the next business day following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence ofthe date of mailing. 11. Dispute Resolution. In the event that any dispute arises between Cascade and Auburn, the aggrieved Party shall give a notice ofthe dispute to the other Party. Cascade and Auburn shall, within five (5) days of such notice, each nominate a senior officer of its management to meet at a mutually agreed location,to attempt to resolve such dispute. The Parties shall each designate a representative(s)to confer on the best and most cost effective way to resolve the dispute. By Page 6 of I I mutual agreement, they may choose direct negotiations or mediation. If there is no agreement between the Parties on how to proceed within thirty (30) days, either Party may pursue legal action;provided, however, no Party shall be precluded from filing an appeal or action to prevent the expiration of a time period for filing or any statute of limitations. If a Party fails to perform its obligations hereunder, then it shall be in default hereunder unless the defaulting Party cures an event of default,whether monetary or non-monetary, within thirty (30) days after receiving written notice from the other Party of such default. Subject to the procedures set forth in Section 9 (Dispute Resolution), if a Party is in breach or default of its obligations arising under this Agreement, the other Party shall have and shall be entitled to exercise any and all remedies available to it at law or in equity (including the right to specifically enforce this Agreement), all of which remedies shall be cumulative. 12. Attorneys' Fees. If any Party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action brought by the other Party with respect to this Agreement, and in the further event that one Party shall substantially prevail in such action, the losing Party shall, in addition to all other payments required therein,pay all ofthe prevailing Party's reasonable costs in connection with such action, including such sums as the court or courts may adjudge reasonable as attorney's fees in the trial court and in any appellate courts. 13. No Assignment. This Agreement is specific to the Parties and may not be assigned in whole or in part. 14. Non-Waiver. No delay or failure by a Party to exercise any of its rights, powers or remedies under this Agreement following any breach by another Party shall be construed to be a waiver of any such breach, or any acquiescence therein, or of or in any similar breach thereafter occurring, nor shall any waiver of any single breach be deemed a waiver of any other breach theretofore or thereafter occurring. 15. No Third Party Beneficiary. This Agreement is for the sole and exclusive benefit of the Parties and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. 16. Integrated Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements with respect thereto; provided, however,that this Agreement shall be interpreted or construed together with the Amended and Restated Agreement, the Joint Letter, and the Confirmation Notice. No modifications or amendments ofthis Agreement shall be valid or effective unless evidenced by an agreement in writing signed by the Parties. Page 7 of 11 17. Signature in Counterparts. This Agreement may be executed in counterparts and all ofthose counterparts taken together shall constitute one and the same instrument. 18. Representations of the Parties. Each Party represents and warrants that it has duly approved, executed, and delivered this Agreement and that it has all necessary authority to enter into this Agreement and to perform its terms and obligations. Each Party represents and warrants that the approval, execution, and delivery have been duly authorized by the appropriate board or council, and no other act or proceeding on the part of any Party is necessary to authorize entry into or performance of this Agreement. IN WITNESS WHEREOF,the Parties have duly executed this Agreement as of the Effective Date. City of ubur Cascade Water Alliance: 7/ Q By: By: Chuck.Clarke Title: /°4Y ) Title: ChiefExecutive Officer Date: SEP 10 2013 Date: ATTEST City Clerk c ' APPR D AS TO FORM City A omey Page 8 of I 1 Exhibit A Joint Letter signed by Cascade and Tacoma, dated February 11, 2013, and the Confirmation Notice signed by Auburn, dated May 21, 2013.1 CASCADE T . V A l l K A l l I A ,N (- F WATER February 11, 2013 The Honorable Pete Lewis The Honorable Pat Johnson City ofAuburn City of Buckley 25 West Main Street 933 Main Street Auburn, WA 98001 Buckley, WA 98321 The Honorable Neil Johnson The Honorable Dave Enslow City of Bonney Lake City of Sumner 19306 Bonney Lake Blvd. 1104 Maple Street Bonney Lake, WA 98391 Sumner, WA 98390 Re: Cascade Water Alliance and Tacoma Water Substitute Wholesale Water Supply Availability—Time is of the Essence (Sent by Email and US Mail) Dear Mayors: As you may be aware,the Cascade Water Alliance and City of Tacoma have been in ongoing discussions about potential changes to the 2005 Water Supply Agreement. In late 2012 a new agreement was reached and signed which benefits not only Tacoma and Cascade but also the Four Cities of Auburn, Bonney Lake,Buckley and Sumner. This new agreement preserves the right of the four cities under the 2009 Cascade/Four Cities Agreement and allows a new time sensitive supply option to be jointly offered to the four cities from Cascade and Tacoma. The Cascade Water Alliance (Cascade), in cooperation with Tacoma Water, is offering the availability of a substitute wholesale water supply ("Substitute Supply") and to provide this notice of a limited period of time for your Cities to take action on this unique opportunity. Cascade and Tacoma have entered into a Restated and Amended Agreement for the Sale of Wholesale Water,which replaces the 2005 agreement between the parties for purchase and sale of wholesale water. The 2005 agreement is included as one of the "water supply assistance" measures in the 2010 Lake Tapps Area Water Resources Agreement between Cascade and your cities (the "Four Cities Agreement"). In the Restated and Amended Agreement, Cascade has agreed to relinquish its right to take delivery of the Substitute Supply. This water is now available to the Cities to purchase directly from Tacoma as a wholesale customer. Cascade has, however, previously paid capacity charges for this wholesale water supply. If your City now desires to purchase the Substitute Supply directly from Tacoma and takes action described in this letter, Cascade is willing to sell your City a credit (reflecting the amounts that Cascade has previously paid to Tacoma)that can be Joint Letter to the Four Cities February 11, 2013 Page 2 applied against System Development Charges that would otherwise be due to Tacoma ("SDC Credit"). The amount and availability of any SDC Credit will be determined by Cascade in accordance with the terns set forth in the Confirmation Notice that is attached to this letter. You must act promptly, however, in order to secure the opportunity to obtain an SDC Credit from Cascade. This letter provides Cascade's formal notice of the limited window of time for your City to act, the Confirmation Notice that you must return to Cascade to apply fora SDC Credit, and general guidance as to how Cascade and Tacoma intend to cooperate to facilitate the implementation of the Restated and Amended Agreement. Limited Time to Act You must act within 120 days from the first meeting ofTacoma, Cascade and the Four Cities to confirm your interest in this opportunity by delivering a signed "Confirmation Notice" to Cascade in the form attached to this letter. This opportunity expires at the end of 120 days. During this 120-day period, the quantity allocation among and between the Four Cities as stated in the Four Cities letter to Cascade, dated February 5, 2010, shall be recognized by Cascade and shall detennine the maximum allocation of the Substitute Supply(and the Residual Wholesale Water Supply) among the Cities (unless the Four Cities jointly agree to reallocation in accordance with the Four Cities Agreement). A City has until the expiration date to deliver an executed Confirmation Notice to Cascade. If you select this opportunity by acting within the 120 days, then you have until March 1, 2018 to purchase (or agree to purchase) an SDC Credit from Cascade. (In anticipation of the required steps with Tacoma described below, it is advisable for your City to complete the SDC purchase agreement with Cascade in advance of March 2018 to allow your City adequate time for the Tacoma steps.) If you select this opportunity by acting within the 120 days, then you will also have until March 1, 2018 to submit a Wholesale Water Agreement with Tacoma that is eligible for the SDC Credit. if you do not confirm your selection by delivering a Confirmation Notice to Cascade by the deadline, then you decline the Substitute Supply opportunity stated in this letter. in that event, you will still be able to purchase wholesale water supply (if any water supply capacity remains available) from Tacoma on terms consistent with Section 3(a) of the Four Cities Agreement. However, you will not be eligible for an SDC Credit. Next Steps with Cascade If you deliver the Confirmation Notice within the 120-day deadline stated above and select this Substitute Supply opportunity, then you will need to complete the following steps with Cascade: a) Confirmation to Cascade that your City will proceed with the Substitute Supply opportunity stated herein, and that it fully substitutes for Section 3(a) of the Four Cities Agreement which will have no further force or effect. b) Agree with Cascade for payment terms to Cascade for the SDC credit. Joust Letter to the Four Cities February 11, 2013 Page 3 c) Upon completion ofthe items in (a) and (b) above, Cascade will send Notice of Confirmation of System Development Charge Credit to Tacoma. Next Steps with Tacoma Water If you deliver the Confirmation Notice to Cascade within the deadline stated above and select this opportunity, then you would also need to complete the following steps with Tacoma in order to submit a timely offer to purchase all or a portion of the Substitute Supply. The procedures and requirements that must be followed to submit such an offer are set forth in Section 6 and Section 7 of the Restated and Amended Agreement (attached for reference). It is important to read these procedures and requirements carefully as any offer you make must be in strict compliance with these procedures and requirements. These procedures and requirements are briefly summanzed as follows: a) In order to obtain a SDC Credit, Tacoma must be in receipt of a Notice of Confirmation of System Development Charge Credit from Cascade. b) Prior to submitting your offer to purchase water from Tacoma, you must obtain Tacoma's written review and approval of the Wholesale Water Supply Agreement (including any proposed modifications thereof) pursuant to which such offer is to be made to Tacoma. c) Your offer to Tacoma must be submitted in the form of duplicate executed originals of the Wholesale Water Supply Agreement, in strict conforinity with the form of the Wholesale Water Supply Agreement approved by Tacoma. d) No later than March 1, 2018, you must deliver your offer to Tacoma, Attention: Water Superintendent, Tacoma Water, 3628 South 35th Street, Tacoma, WA 98409, and obtain Tacoma's acknowledgment ofthe time and date of Tacoma's receipt of such offer. Clarifications While we are pleased to present this opportunity to your City, we want to avoid any confusion as to what this opportunity is and is not. For avoidance of doubt, this letter does not constitute a modification or waiver of any ofthe procedures or requirements set forth in the Restated and Amended Agreement. This letter does not constitute an offer by Tacoma to sell a wholesale water supply to any person or entity. Any such sale by Tacoma is subject to and contingent upon the negotiation, execution and delivery of a mutually acceptable Wholesale Water Supply Agreement. Conclusion Cascade and Tacoma are pleased to provide the availability of Substitute Supply, and look forward to receiving your offer to purchase, should you desire to do so, in accordance with the Joint Letter to the Four Cities February 11,2013 Page 4 guidelines set forth above. We will be contacting your office within the next weck to schedule a meeting to present and discuss this opportunity. Sincerely, LV C° 4-' J 12e (ice Chuck Clarke Linda A. McCrea Chief Executive Officer Superintendent Cascade Water Alliance Tacoma Water Joint Letter to the Four Cities February 11, 2013 Page 5 Confirmation Notice To Be Delivered to Cascade Water Alliance 120 days From the First Meeting of Tacoma, Cascade and The Four Cities The City of City") confirms receipt of the letter, dated from Cascade Water Alliance ("Cascade") and Tacoma Water presenting the availability of a substitute wholesale water supply ("Substitute Supply"). The City understands that the Substitute Supply is an alternative to the provisions of Section 3(a) of the 2010 Lake Tapps Area Water Resources Agreement between Cascade and the Cities of Auburn, Bonney Lake, Buckley, and Sumner(the "Four Cities Agreement"). The City understands that the Substitute Supply requires the City to enter a wholesale water supply agreement with Tacoma Water to be negotiated and offered to Tacoma Water by March 1, 2018 as described in the above-referenced letter. The City understands that Cascade Water Alliance is offering to sell a System Development Charge Credit to the City on the terms and conditions stated on Exhibit 1 attached hereto, provided that by March 1, 2018 Cascade and the City need to enter an agreement to confirm the purchase and sale and Cascade's provision of a Notice of Confirmation of System Development Charge ("SDC") Credit to Tacoma Water. Now, therefore, the City of hereby confirms and agrees as follows: a) The City the elects the "Substitute Supply" opportunity described herein as an alternative that fully substitutes for section 3(a) of the Four Cities Agreement. b) The City provides this Confirmation Notice with respect to the following portion of the Substitute Supply 4 MGD wholesale supply: 6 MGD wholesale supply: c) By selecting the "Substitute Supply"alternative, the City agrees that Cascade has fully performed and satisfied all obligations to the City under 3(a) of the Four Cities agreement. d) The City agrees that section 3(a) ofthe Four Cities Agreement shall be of no further force or effect as between Cascade and the City. e) The City and Cascade shall proceed with diligence to negotiate an agreement for purchase of an SDC Credit consistent with the terms outlined in Exhibit 1. CONFIRMED,ACCEPTED AND AGREED TO BY THE CITY OF on this day of 2013: By Name] Mayor J CITY OF AUBURN Peter B. Lewis, Mayor WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www ouburnwa gov • 253-931-3000 May 21, 2013 Cascade Water Alliance Attn. Chuck Clarke, Chief Executive Officer 520 112'h Avenue NE, Suite 400 Bellevue, Washington 98004 Re: Confirmation Notice—City of Auburn's Response to Cascade's Offer of Substitute Supply Dear Mr. Clarke, On May 6'h, 2013 the Auburn City Council approved Resolution 4951 authorizing the City of Auburn to begin negotiations with Cascade Water Alliance in response to your February 11, 2013 offer. Enclosed please find a signed original of the C ity's confirmation notice. Our Puhlic Works Director will be in touch H ith ou soon to begin discussion of the city's desires to male use of the Substitute Supply. Sincorely, Pel , "L'W is Mayor Fnclosures cc• Dennis Dowdy, Director of Public Works Received MAY 2. 3201) AUBURN • MORE THAN YOU IMAGINED Confirmation Notice To Be Delivered to Cascade Water Alliance 120 days From the First Meeting of Tacoma, Cascade and The Four Cities The City of Auburn ("City") confirms receipt of the letter, dated February 11, 2013, from Cascade Water Alliance ("Cascade") and Tacoma Water presenting the availability ofa substitute wholesale water supply ("Substitute Supply") The City understands that the Substitute Supply is an alternative to the provisions of Section 3(a) of the 2010 Lake Tapps Area Water Resources Agreement between Cascade and the Cities of Auburn, Bonney Lake, Buckley, and Sumner(the "Four Cities Agreement"). The City understands that the Substitute Supply requires the City to enter a wholesale water supply agreement with Tacoma Water to be negotiated and offered to Tacoma Water by March 1, 2018 as described in the above-referenced letter. The City understands that Cascade Water Alliance is offering to sell a System Development Charge Credit to the City on the terms and conditions stated on Exhibit 1 attached hereto, provided that by March 1, 2018 Cascade and the City need to enter an agreement to confirm the purchase and sale and Cascade's provision of a Notice of Confirmation of System Development Charge ("SDC") Credit to Tacoma Water. Now, there fore, the City ofAuburn hereby confirms and agrees as follows. a) The City the elects the "Substitute Supply" opportunity described herein as an alternative that fully substitutes for section 3(a) of the Four Cities Agreement provided that the City can negotiate acceptable terms with Cascade to provide and finance the necessary water supply SDC credits. b) The City provides this Confirmation Notice with respect to the following portion of the Substitute Supply: 4 MGD wholesale supply: 4 MGD 6 MGD wholesale supply Possible option of 3 MGD c) By selecting the "Substitute Supply" alternative, the City agrees that upon execution of a new Substitute Supply agreement with Cascade to provide SDC Credits for 4 MGD of supply, Cascade will have fully performed and satisfied all obligations to the City under 3(a) of the Four Cities agreement. d) The City agrees that section 3(a) of the Four Cities Agreement shall be of no further force or effect as between Cascade and the City when a new substitute supply agreement with Cascade is executed. e) The City and Cascade shall proceed with diligence to negotiate an agreement for purchase of an SDC Credit consistent with the terms outlined in Exhibit 1 (Attached). CONFIRMED, ACCEPTED AND AGREED TO BY THE CITY OF AUBURN on this 2151 day of May, 2013: By: Pete Lewis, ayor Exhibit I TERMS FOR 4 CITIES SUBSTITUTE SUPPLY OFFER I.This offer is structured to fulfill Cascade's obligations to make available Tacoma water as described in the existing"4 Cities Agreement ". Availability of the terms of this offer is contingent upon written acceptance of the substitution of this supply offer for the commitment defined in Section 3.a of that 4 Cities Agreement specifically: a. Paragraph 3A, providing options for purchase of Cascade's contracted Tacoma supply capacity, is replaced by the substitute capacity offer defined in this proposal. b Paragraph 3A is confirmed in writing to be fully satisfied by acceptance of this substitute capacity offer. c. Upon expiration of the substitute capacity offer on December 31, 2017,all Cascade obligations to make Tacoma water available are deemed fulfilled and terminated. d. The substitute capacity offer must be accepted and executed no later than 120 days from the first meeting of Tacoma, Cascade and the Four Cities and the offer is withdrawn after expuration date. [Actual commitment to purchase water under those terms,once accepted, can occur anytime through 2017 as further delineated in section ll.c below.] II. Substitute Capacity Offer a. The following capacity is made available: i. 9.3 mgd of average supply and a peak supply of 11.3 mgd. [This is the remaining available capacity of Cascade's purchases from Tacoma ] ii. Cascade offers all capacity as firm and permanent. Cascade will be responsible for any transactions needed to convert reserve capacity to permanent capacity. ni. All capacity will be offered as year-round capacity with the following structure: for each 1 mgd of year-round capacity, a peak season ratio of up to 1.33 will be available for purchase. The peak:annual ratio of 1.33:1.0 is based on the Tacoma capacity owned by Cascade, which originally totaled 10 mgd annual average and 13.3 mgd peak season. Cities may elect peak ratios ranging from 1.0 to 133, subject to total capacity limits defined in the attached table. iv. Tacoma will provide wholesale service contingent on execution of a wholesale supply agreement defining terms for service and related charges. A sample agreement form is provided. b. The following price and financial terms are offered: i. Capacity will be offered at a price of 75%of the SDC($3.17 per gallon * 75%_ 2.3775 per gallon) originally paid by Cascade This charge will apply to annual capacity and to incremental peak season capacity. 1. For example, for a purchase of 1 mgd annual/1.3 mgd peak season, the cost will be 1 mgd ° $2 3775 million +0 3 mgd "$2 3775 million= 3,090,750. A purchase of 1 mgd annual with no peak season increment would cost$2,377,500. ii. Payments for capacity purchase will be to Cascade;when the purchase involves conversion of reserve capacity, Cascade may opt to direct all or part of the payment to Tacoma iii For each purchase,the following financing terms are available. 1. Full payment of purchase price upon execution of purchase; or 2. Payment of 20%of purchase price upon execution; remainder financed on a note over 5 years at 3.3% interest with level annual payments due upon each anniversary date. Purchaser would be free to pay off note at any time. iv. Wholesale rates for service and delivery are as defined by agreement with Tacoma (see also below). c. The following schedule applies to the substitute offer: i The substitute capacity offer must be accepted and executed no later than 120 days after the first meeting of Tacoma, Cascade and the Four Cities and the offer is withdrawn after expiration date. If not accepted during this period,then the existing terms of paragraph 3.a would remain in effect. ii. During the period from execution of this substitute offer until December 31, 2015, each City may elect to purchase its related share of capacity at any time. Shares of capacity can also be re-assigned upon notice provided to Cascade by both parties of such intent. iii. Beginning January 1, 2016 and extending through December 31, 2017, any City may offer to purchase any or all capacity remaining available on a first come, first serve basis. Cascade will notify the Cities of available capacity early in 2016. iv. After December 31, 2017, no substitute supply capacity will be available. v. Participants in this substitute capacity offer are free to transfer rights to purchase to other participants, but only to other participants, provided that Cascade receives clear and binding direction to this effect from both parties. III. Special Situation. Bonney Lake previously acquired 2 mgd of peak season (June-September) capacity, with no right of service in the off-peak period. This is equivalent in quantity to 2 0 mgd peak and 0.7 mgd average annual. This leaves related off-peak capacity with no corresponding right of service in the peak period. 1. Bonney Lake is offered revision of this capacity right to 2 mgd peak together with 150 mgd annual capacity. 2 This offer to revise the capacity structure is made available for 90 days after the effective date of Bonney Lake's acceptance of the substitute capacity offer. 3 Purchase Price for this revision is the extension of existing payments by one year(to include 2019), a net cost addition of$391,222. 4. If Bonney Lake does not approve this extension prior to the expiration date, then other parties are free to acquire the related off-peak capacity as a part of a year-round capacity purchase at an incremental price of 391,222. IV. Integration of Cascade and Tacoma obligations under this substitute capacity offer: a. As defined in the revised agreement between Cascade and Tacoma, it is the intent of Cascade and Tacoma that any purchases under this offer are subject to execution of an agreement for wholesale service with Tacoma Cascade would have no ongoing role in delivering wholesale water after execution of such agreement with Tacoma. b. Tacoma will commit to supply water purchased under this agreement, subject to execution of a wholesale water agreement acceptable to Tacoma and generally defined in a draft wholesale agreement. i. Tacoma will work with the purchaser to establish a mutually acceptable delivery point or points, to be defined in the wholesale water agreement. ii. No SDCs will be due to Tacoma for water capacity purchased under this agreement. iii. The purchaser will be subject to Tacoma wholesale rates. Substitute Offer of Available Tacoma Supply Capacity Total Auburn Bonney Lake Buckley Sumner Capacity 9 2 mgd 7.0 mgd 1.5 mgd 0.7 mgd 0.0 mgd Availability average/ average/10.0 average/2.0 average/1.33 average/0.0 Previously 13 33 mgd mgd peak mgd peak mgd peak mgd peak Requested by peak the 4 Cities Additional 0.8 mgd 0 5 mgd 0.0 mgd 0.3 mgd 0.0 mgd Capacity in average/average/0 0 average/0.0 average/0.0 average/0.0 Substitute Offer 0.00 mgd mgd peak mgd peak mgd peak. mgd peak peak Previous 0.7 mgd Purchases average/2 0 mgd peak 2.0 mgd peak season with no off-peak supply requires an annual average of 0.7 mgd to be delivered] Remaining 10.0 mgd 7.5 mgd 0.8 mgd 1.0 mgd 0.0 mgd Available average / average/10.0 overage/0.0 overage/1.33 average/0.0 Capacity for 13.33 mgd mgd peak mgd peak mgd peak mgd peak Purchase peak L--- Exhibit B Updated Annual Payment Schedule To be completed by the Parties in the event Auburn confirms the purchase of an SDC credit in a quantity less than 2.763 MGD annual supply capacity) Year Amount 2014 0 2015 0 2016 0 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Total Page 10 of 1 I Exhibit C Illustrative Example of Total Auburn SDC Payments for Reserve Capacity Year Payment to Cascade Estimated Payment Total Estimated to Tacoma SDC Payment 2014 0 0 0 2015 0 0 0 2016 0 0 0 2017 45,692 234,283 279,974 2018 45,692 234,283 279,974 2019 1 45,692 234,283 279,974 2020 45,692 1,183,994 1,229,686 2021 45,692 1,183,994 1,229,686 2022 45,692 1,183,994 1,229,686 2023 45,692 1,183,994 1,229,686 2024 45,692 1,183,994 1,229,686 2025 45,692 1,183,994 1,229,686 2026 45,692 1,183,994 1,229,686 2027 506,736 0 506,736 2028 506,736 0 506,736 2029 506,736 0 506,736 Notes: 1) Estimated Payment to Tacoma is based on the following assumptions which are not assured:a)the current SDC;b)an interest rate of 3.2%,and c)a note term of 10 years structured with the first three years bearing only interest payments. Actual payments will be subject to Auburn's completion of a wholesale supply agreement with Tacoma and related terms 2) Does not include estimates of actual water rates for wholesale service from Tacoma. Page 11 of 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RESOLUTION NO 2 8 7 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A SERVICE AGREEMENT ESTABLISHING WATER UTILITY SERVICE AREA BOUNDARIES BETWEEN THE CITY OF AUBURN AND THE CITY OF AUBURN AND PIERCE COUNTY WHEREAS service area agreements are required by WAC 246 293250 to help assure that water reserved for public water supply purposes with Pierce County will be utilized in the future in an efficient and planned manner NOW THEREFORE THE CITY COUNCIL OF THE CITY OF AUBURN WASHINGTON IN A REGULAR MEETING DULY ASSEMBLED HEREWITH RESOLVES AS FOLLOWS Section 1 The Mayor and City Clerk of the City of Auburn are herewith authorized to execute a Service Agreement establishing water utility service area boundaries between the City of Auburn and Pierce County A copy of said Agreement is attached hereto and denominated as Exhibit UA and incorporated herein by reference Resolution No 2873 September 3 1997 Page 1 ORIGINAL STANDARD SERVICE AGREEMENT ESTABLISHING WATER UTILITY SERVICE AREA BOUNDARIES PREAMBLE THIS AGREEMENT establishing water utility service area boundaries is entered into this day for purposes of identifying the external boundaries of the service area for which this water purveyor has assumed water service responsibility WHEREAS service area agreements are required by WAC 246293250 to help assure that water reserved for public water supply purposes with Pierce County will be utilized in the future in an efficient and planned manner and WHEREAS the designation of retail water service area and future service planning areas together with the cooperation ofother utilities will help assure efficient planning to accommodate growth avoid duplication of service and facilitate the best use of resources WHEREAS the responsibilities applicable to water purveyors are outlined in the Pierce County Coordinated Water System Plan CWSP and by the adopted rules and regulations of the Washington State Department of Health DOH and WHEREAS it is not the intent ofthis Agreement to give new authority or responsibilities to the water purveyor or to the Connty or State regulatory agencies in addition to those requirements imposed by law and NOW THEREFORE the undersigned party having entered into this Agreement by its signature concur with and will abide by the following provisions Section 1 The terms used within the contract shall be as defined in the implementing regulations of Chapter 70116RCW except as identified below A Lead Agency shall mean the department or organization within Pierce County that has been designated by the Pierce County Executive as being administratively responsible for the coordination and filing ofthe Pierce County Water Service Area map Standard Service Agreement Establishing Water Utility Service Area Boundaries Agreements for Retail Service Areas Utility Service Policies and other administrative documents necessary for the implementation ofthe Pierce County CWSP B Pierce County Coordinated Water System Plan CWSP shall mean the latest plan adopted by the Pierce County Council for public water systems within critical water supply service areas within Pierce County Council which identifies the present and future needs of the systems and sets forth means for meeting those needs in the most efficient manner possible EXHIBIT AResolutionNo 2873 September 15 1997 C Pierce County Water Service Area Map shall mean the map referenced in this Agreement for the retail service area signed by the water purveyor except as amended in accordance with the CWSP procedures with the concurrence of the affected water purveyors or by operation of law D Retail Service Area shall mean the designated geographical area within Pierce County in which the undersigned water purveyor assumes full responsibility for providing water service to individual customers E Utility Service Policies shall mean those policies and conditions ofservice that are attached to the provision ofwater service for individual customers The identified policies and conditions of service are those conditions incorporated within the water purveyorswater system improvement and expansion plans required under the provisions ofthe Public Water Systems Coordination Act and DOH Section 2 Lead Agency The lead agency for administering the Pierce County Water Utility service area agreements shall be the Pierce County Department of Public Works and Utilities unless otherwise established by the Pierce County Executive The lead agency shall function only as a coordination center The lead agency will maintain the original documents and will be responsible for updating the water system map and agreements as provided for in the CWSP Section 3 Authority The authority for this Agreement is granted by the Public Water Systems Coordination Act of 1977 Chapter 70116RCW Section 4 Service Area Boundaries The undersigned Water Purveyor acknowledges that the Pierce County Water Service Area Maps identifying its retail service area boundaries dated July 8 1997 and included as Attachment A to this Agreement identify the Water purveyorspresent and future service area within Pierce County The undersigned further acknowledges that there are no service area conflicts with an adjacent water utility or purveyor or if such a conflict exists agrees that no new water service will be extended within disputed areas except as stipulated in an adjudication by DOH a final decision made by a court ofcompetent jurisdiction or by operation oflaw This agreement shall apply to service area boundaries claimed and identified in the above referenced maps Revisions may be may require an amendment to the purveyorsor utilitysservice plans and shall be filed with the lead agency Section 5 Boundary Austments If at some time in the future it is in the best interests ofthe undersigned parties to make service area boundary adjustments such modifications must be by 1 written concurrence ofall involved utilities and the proper legislative authorityies and must be noted and filed with the designated Pierce County lead agency and DOH or 2 by operation oflaw It is understood by the undersigned EXHIBIT AResolutionNo 2873 September 15 1997 utility that it may decline to provide service within its designated service area boundary but in that case an applicant may be referred to other adjacent purveyors or utilities or a new utility may be created and the original service area boundary will be adjusted accordingly Section 6 System Extension Policies The undersigned utility agrees that in order to expand its existing water service area other than by addition ofretail customers to existing water mains or to serve in the capacity ofa prequalifiedsatellite system management agency SSMA it shall have adopted design standards and Utility Service extension policies The design standards shall meet or exceed the Pierce County Water System Minimum Standards and Specifications A water utility anticipating expansion of retail service in unincorporated areas of Pierce County or intending to operate as an SSMA shall identify utility service policies in its updated water system plan The undersigned utility agrees to identify for information its utility service policies or provide a copy ofthe updated water system plan to the Lead Agency prior to application for extension of its existing water system into new service areas within the unincorporated areas ofPierce County Municipalities further agree that if they identify a service area outside oftheir existing municipal corporate boundaries the municipality will assume full responsibility for providing water service equivalent to the level ofservice provided for their customers inside the city limits with similar service requirements and must also meet or exceed Pierce Countys minimum design standards Section 7 Special Working Agreements Special working agreements if they exist and are relevant between this water purveyor and an adjacent water purveyor shall be attached to this Agreement as Attachment B and incorporated herein by this reference Section 8 Compliance with the CWSP Nothing in this Agreement shall waive any requirement ofthe state federal or local government regarding the provision of water service This Agreement shall comply with the interlocal agreement requirement ofthe CWSP iSS WHEREOF the undersigned party has executed this Agreement as of WatrPlrvlr Representative EXHIBIT AResolution No 2873 September 15 1997 Approved as to Form Michael J Reynolds City Attorney Attested to Robin Wohlhueter City Clerk PIERCE COUNTY PUBLIC WORKS UTILITIES DEPARTMENT Aa OV Date Name Title 4 Attachment B SPECIAL WORKING AGREEMENTS List of Special Working Agreements Included Potential Annexation Agreement between City ofAubum and City ofFederal Way Urban Service Area Agreement between City ofAuburn and City ofPacific Potential Annexation Agreement between City ofAuburn and City of Sumner Potential Annexation Agreement between City ofAuburn and City of Kent ATTACHMENT BResolution No 2873 September 15 1997 CITY CLERKS OFFICE JrttJ 67 GITY OF AUBURN 25 West Main 8 1996 LATG TO POTENTIAL TION A DESIGNATIb THIS IS AN AGEMENTbetween the Cities of Federal Way a municipal cooration of thefeWashingtonFederalWayandAuburnamunicipalcoorationoftheStateofWasHmgtAuburnhereinakercollectivelyreferredtoastheCities RECITALS mo Pursuant to RCW 3670A1102 the Washington State Growth Management Act of 1990 asamendedrequireseachCitywithintheCounbtoproposethelocationofanurbangrowthareaand Bo The Countywide Planning Policies adopted and approved by Ordinance 10450 on July 6 1992bytheCountyCouncilandamendedbyOrdinance11446onJuly191994andratifiedbyCitieswithintheCountyestablishesrulesfordesignatingpotentialannexationareasforcitieswithinthecountywideurbangrowthboundaryand Countywide Planning Policy LU31 states that in collaboration with adjacent counties and citiesandKingCountyandinconsultationwithresidentialgroupsinaffectedareaseachCityshalldesignateaPotentialAnnexationAreaPAAand It is in the public interest that the jurisdictions cooperate to designate logical and achievablePAAboundariesand NOW THEREFORE the Cities hereby agree 1 PURPOSE The purpose of this agreement is to confirm the decision made between the Cities for theidentificationofPAAboundaries DEFINITIONS Potential AnneXation Area PAA The incorporated urban area adjacent to a City withinwhichurbangrowthshallbeencouragedandphasedandwhichisexpectedtoannextothecityAnnexationisexpectedtooccursometimeduringthenext20yearsatwhichtimethecitywillprovideservicesandutilitiesPotentialAnnexationAreaisanothertermforaCitysUrbanGrowthArea Urban Growth Areas Areas proposed by the Cities and designated by the County within whichurbangrowthshallbeencouragedandphasedandoutsideofwhichgrowthcanoccuronlyifitisnoturbaninnatureACitysUrbanGrowthAreaisanothertermforitsPotentialAnnexationArea REF Resolution No 2873 September 15 1997 r Urban Growth Boundary The boundary marking the limit between the urban growth areas andotherareassuchasruralandresourceareawhereurbangrowthisnotpermittedTheboundaryshallbedesignatedbytheCountyinconsultationwiththeappropriateCitiesundertherequirementoftheGrowthManagementActasamended PUBLIC PROCESS The designation of PAAs in Exhibit A map attached hereto and by this reference made a partofthisagreementareofinteresttoavarietyofaffectedpartiesincludingpropertyownersarea residents the general public special service districts and the municipalities RELATIONSHIP TO EXISTING LAWS AND STATUTES This Agreement in no way modifies nor supersedes existing laws and statues and is consistentwithexistinglawsandstatuesInmeetingthecommitmentsencompassedinthisAgreementallpartieswillcomplywiththerequirementsoftheannexationStatutesOpenPublicMeetingsActStateEnvironmentalPolicyActGrowthManagementActandCountywidePlanningPoliciesforKingCounty RESPONSIBILITIES A The Cities acknowledge the PAA boundary described in Exhibit A B The Cities will only annex territory within their designated PAAs Co The Cities shall conduct a public involvement process that includes but is not limited to workshops surveys or hearings in areas within the PAA prior to the inclusion of anyadditionalareaswithinthePAA AMENDMENTS A city which desires to modify the Potential Annexation Area shall contact the other party to this Agreement to begin discussions regarding potential annexation area boundary amendments The Cities agree to participate in such discussions when calledEitherPartyisauthorizedtocallameetingupon30dayswrittennotice Bo The proposed amendments shall be supported by written evidence of a significantchangeinoneofthecriterialistedinparagraph6DBelowTheCitiesshallconcur that the substantial change warrants an amendment to the original designated PAA Co A public process shall be conducted regarding an amendment to a potential annexation area as described in 5C above D Criteriafor Designation of Potential Annexation Areas Recognition of resident community identification Financial and technical ability to provide municipal services 2 REF Resolution No 2873 September 15 1997 e Creation of logical service areas vehicular accessibility and utility constructionRecognitionofphysicalboundaries Bodies of water Topographical features Watersheds Freeways Protection of criticalresource areas significant to a particular jurisdictionProtectionofcriticalareas Opportunities for urban separators Logical boundaries Elimination of unincoporated islands No overlapping potential annexation areas The proposed amended PAA agreement shall be submitted to the respective legislativeauthoritiesforapproval DURATION AND TERMINATION This Agreement is effective upon signature of both parties and shall continue in effect from year to year unless terminated by a six month written notice by one party to the others SEVERABILITY CLAUSE Any provision of this Agreement which is declared invalid or illegal shall in no way affect orinvalidateanyotherprovisionhereofandsuchotherprovisionsshallremaininfullforceandeffect hNIEIYENIFICATI ON The City of Federal Way shall indemnify and hold harmless the City of Auburn and itsofficersagentsandemployeesoranyofthemfromanyandallclaimsactionssuitsliabilitylosscostsexpensesanddamagesofanynaturewhatsoeverbyreasonoforarisingoutofanynegligentactoromissionoftheCityofFederalWayitsofficersagentsandemployeesoranyofthemintheperformanceofthisAgreementIntheeventthatanysuchsuitbaseduponsuchaclaimactionlossordamageisbroughtagainstheCityofAuburntheCityofFederalWayshalldefendthesameatitssolecostandexpenseprovidedthattheCityofAuburnreservestherighttoparticipateinsuchsuitifanyprincipleofgovernmentalorpubliclawisinvolvedIffinaljudgmentberenderedagainsttheCityofAuburnanditsofficersagentsandemployeesoranyofthemorjointlyagainsttheCityofFederalWayandtheCityofAuburnandtheirrespectiveofficersagentsandemployeesoranyofthemtheCityofFederalWayshallsatisfythesameincludingallchargeablecostsandattorneysfees Bo In executing this Agreement the City of Auburn does not assume liability orresponsibilityfororinanywayreleasetheCityofFederalWayfromanyliabilityorresponsibilitywhicharisesinwholeorinpartfromtheexistenceoraffectofFederalWayCityordinancesrulesorregulationsIfanycauseclaimsuitactionoradministrativeproceedingiscommencedinwhichtheenforceabilityandorvalidityofanysuchFederalWayCityordinanceruleorregulationisatissuetheCityofFederal REF Resolution No 2873 September 15 1997 10 Way shall defend the same at its sole expense and if judgment is entered or damages areawardedagainsttheCityofAuburntheCityofFederalWayshallsatisfythesameincludingallchargeablecostsandattorneysfees Co The Cit of Auburn shall indemnify and hold harmless the City of Federal Way and itsofficersagentsandemployeesoranyofthemfromanyandallclaimsactionssuitsliabilitylosscostsexpensesanddamagesofanynaturewhatsoeverbyreasonoforarisingoutofanynegligentactoromissionoftheCityofAuburnitsofficersagentsandemployeesoranyofthemintheperformanceofthisAgreementIntheeventthat any such suit based upon such a claim action loss or damage is brought against the CityofFederalWaytheCityofAuburnshalldefendthesameatitssolecostandexpenseprovidedthattheCityofFederalWayreservestherighttoparticipateinsuchsuitifanyprincipleofgovernmentalorpubliclawisinvolvedIffinaljudgmentberenderedagainsttheCityofFederalWayanditsofficersagentsandemployeesoranyofthemorjointlyagainsttheCityofFederalWayandtheCityofAuburnandtheirrespectiveofficersagentsandemployeesoranyofthemtheCityofAuburnshallsatisfythe same including all chargeable costs and attorneys fees In executing this Agreement the City of Federal Way does not assume liability orresponsibilityfororinanywayreleasetheCityofAuburnfromanyliabilityorresponsibilitywhicharisesinwholeorinpartfromtheexistenceoraffectofAuburnCityordinancesrulesorregulationsIfanycauseclaimsuitactionoradministrative proceeding is commenced in which the enforceability andor validity ofany such AuburnCityordinanceruleorregulationisatissuetheCitofAuburnshalldefendthesameatitssoleexpenseandifjudgmentisenteredordamagesareawardedagainsttheCityofFederalWaytheCityofAuburnshallsatisfythesameincludingallchargeablecostsandattorneysfees ADMINISTRATION This Agreement shall be administered by io The Federal Way City Manager or the City Managers designee and The Mayor of Auburn or the Mayors designee CITY OF FEDERAL WAY City Manager CITY OF AUBURN Charles A Booth Mayor Date 4 REF Resolution No 2873 September 15 1997 Approved as to Form Approved as to Form City Attorney BHSFWAGR2vlT EXHIBIT AResolutionNo 2873 September 15 1997 REF Resolution No 2873 September 15 1997 POTENTIAL ANNEXATION AREA BOUIDARY Between Auburn and Federal Way lo00 0 2000 FEET Potential Annexation AreaBoundary ORI61NAL AN AGREEMENT BETWEEN TIHi CITIES OF PACIFIC AND AUIUt PELATING TO URBAN SERVICE AREA DESIGNATION THIS IS AN AGREENIENT between the Cities of Pacific a municipal corporation of the State of Washington Pacific and Auburn a municipal corporation of the State of Washington Auburn hereinafter collectively referred to as the Cities RECITALS Pursuant to RCW 3670A1102the Washington State Growth Management Act of 1990 as amended requires each City within the County to propose the location of an urban growth area and The Pierce County Countywide Planning Policies adopted and approved by Resolution R9286 on June 30 1992 by the County Council and ratified by Cities within the County establishes rules for designating City urban growth areas within the countywide urban growth boundary and The Pierce County Comprehensive Plan adopted and approved by Ordinance 9482S by the County Council identifies an urban groxvth area overlap between the Cities of Auburn and Pacific It is in the public interest that the jurisdictions cooperate to designate logical and achievable urban growth area boundaries NOW THEREFORE the Cities hereby agree 1 PURPOSE The purpose of this agreement is to resolve the boundary overlap between the Cities of Auburn and Pacific 2 DEFINITIONS Urban Service Area USA The incorporated urban area adjacent to a City within which urban growth shall be encouraged and phased and which is expected to annex to the city Annexation is expected to occur sometime during the next 20 years at which time the city will provide services and utilities Urban Service Area is another term for a Citys Urban Growth Area Urban Growth Areas UGA Areas designated by the County within which urban growth shall be encouraged and phased and outside of which growth can occur only if it is not urban in nature A Citys Urban Growth Area is another term for its Urban Service Area Comprehensive Urban Growth Area Boundary CUGA Boundary The boundary marking the limit between the urban growth areas and other areas such as rural and resource area where urban growth is not permitted The boundary shall REF Resolution No 2873 September 15 1997 be designated by the County in Exhibit A Resolution No 2763 Adopted 12296 REF Resolution No 2873 September 15 1997 consultation with the appropriate Cities under the requirement of the Growth Management Act as amended PUBLIC PROCESS The designation of USAs in Exhibit A map are of interest to a variety of affected parties including property owners area residents the general public special service districts and the municipalities RELATIONSHIP TO EXISTING LAWS AND STATUTES This Agreement in no way modifies nor supersedes existing laws and statues and is consistent with existing laws and statues In meeting the commitments encompassed in this Agreement all parties will comply with the requirements of the annexation statutes Open Meetings Act State Environmental policy Act Growth Management Act and the Pierce County Countywide Planning Policies RESPONSIBILITIES Ao The Cities acknowledge the USA boundary as shown in Exhibit A The City of Pacific urban service area boundary will not include any area shown in exhibit A B The Cities will only annex territory within their designated USAs Co The Cities shall conduct a public involvement process that includes but is not limited to workshops surveys or hearings in areas within the USA prior to the inclusion of any additional areas within the USA AMENDMENTS ao A city which desires to modify the USA shall contact the other party to this Agreement to begin discussions regarding urban service area boundary amendments The Cities agree to participate in such discussions when called Either Party is authorized to call a meeting upon 30 days written notice TM proposed modifications shall be supported by written evidence of a significant change in one of the criteria listed in paragraph 6D Below The Cities shall concur that the substantial change warrants an amendment to the original designated urban service area C A public process shall be conducted regarding an amendment to an urban service area D Criteriafor Designation of Potential Annexation Areas Recognition of resident community identification Financial and technical ability to provide municipal services Creation of logical service areas vehicular accessibility and utility construction Recognition of physical boundaries Exhibit A Resolution No 2763 Adopted 12296 REF Resolution No 2873 September 15 1997 Bodies of water Topographical features Watersheds Freeways Protection of criticalresource areas significant to a particular jurisdiction Protection of critical areas Opportunities for urban separators Logical boundaries Elimination of unincoporated islands No overlapping potential annexation areas The proposed amended USA agreement shall be submitted to the respective legislative authorities for approval DURATION AND TERMINATION This Agreement is effective upon signature of both parties and shall continue in effect from year to year unless terminated by a six month written notice by one party to the others SEVERABILITY CLAUSE Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect INDEMNIFICATION The City of Pacific shall indemnify and hold harmless the City of Auburn and its officers agents and employees or any of them from any and all claims actions suits liability loss costs expenses and damages of any nature whatsoever by reason of or arising out of any negligent act or omission of the City of Pacific its officers agents and employees or any of them in the performance of this Agreement In the event that any such suit based upon such a claim action loss or damage is brought against the City of Auburn the City of Pacific shall defend the same at its sole cost and expense provided that that the City of Auburn reserves the right to participate in such suit if any principle of governmental or public law is involved If final judgment be rendered against the City of Auburn and its officers agents and employees or any of them the City of Pacific shall satisfy the same including all chargeable costs and attorneys fees Bo In executing this Agreement the City of Pacific does not assume liability or responsibility for or in any way release the City of Auburn from any liability or responsibility which arises in whole or in part from the existence or affect City of Auburn ordinances rules or regulations If any cause claim suit action or administrative proceedings is commenced in which the enforceability andor validity of any such City of Auburn ordinance rule or regulation is at issue the City of Auburn shall defend the same at its sole expense and if judgment is entered or damages are Exhibit A Resolution No 2763 Adopted 12296 REF Resolution No 2873 September 15 1997 Do awarded against the City of Pacific the City of Auburn shallsatisythe same including all chargeable costs and attorneys fees The City of Auburn shall indemnify and hold harmless the City of Pacific and its officers agents and employees or any of them from any and all claims actions suits liability loss costs expenses and damages of any nature whatsoever by reason of our arising out of any negligent act or omission of the City of Auburn its officers agents or employees or any of them relating to or arising out of the performance of this Agreement In the event that any suit based on such a claim action loss or damage is brought against the City of Pacific the City of Auburn shall defend the same at its sole costs and expense provided by the City of Auburn retains the right to participate in and suit of any principle of government law is involved and if final judgment be rendered against the City of Pacific and its officers agents and employees or any of them the City of Auburn shall satisfy the same including all chargeable costs and attorneys fees In executing this Agreement the City of Auburn does not assume liability or responsibility for or in any way release the City of Pacific from any liability or responsibility which arises in whole or in part from the existence or affect City of Pacific ordinances rules or regulations If any cause claim suit action or administrative proceedings is commenced in which the enforceability andor validity of any such City of Pacific ordinance rule or regulation is at issue the City of Pacific shall defend the same at its sole expense and if judgment is entered or damages are awarded against the City of Auburn the City of Pacific shall satisfy the same including all chargeable costs and attorneys fees 10 ADMINISTRATION This Agreement shall be administered by A The Mayor of Pacific or the Mayors designee and B The Mayor of Auburn or the Mayors designee Exhibit A Resolution No 2763 Adopted 12296 CITY OF PACIFIC Cheryl Bertsc Mayor ProTem Date Approved as to Form City Attorney CITY OF AUBURN By Charles A Booth Mayor Date City Attorney BHSAGREEMT1 Exhibit A Resolution No 2763 Adopted 12296 iI IREFResolution No875September151997I ExhibitAResolutionNo2763Adopted12296 REF Resolution No 2873 September 15 1997 AN AGREEMENT BETWEEN THE CITIES OF SUMNER AND AUBUR RELATING TO POTENTIAL ANNEXATION AREA DESIGNATION THIS AGREEMENT is entered into on this Oday of7L 1996 by and between the City of Sumner a municipal corporation of the State of Washington hereinafter referred to as Sumner and the City of Auburn a municipal corporation of the State of Washington hereinafter referred to as Auburn WHEREAS pursuant to RCW 3670A1102 the Washington State Grovth Management Act of 1990 as amended requires each city within Pierce County to propose the location of an urban growth area and WHEREAS the King Countyvide Planning Policies adopted and approved byOrdinance10450onJuly61992bytheKingCountyCouncilandamendedbyOrdinance 11446 on July 19 1994 and ratified by cities within King County establish rules for designating potential annexation areas for cities within the countywide urban growth boundary and WHEREAS King Countywide Planning Policy LU31 states that each city shall designate a Potential Annexation Area PAA in collaboration with adjacent counties and cities and King County and in consultation with residential groups in affected areas and WHEREAS Pierce Countyvide Planning Policies adopted and approved by Resolution No R9286 on June 30 1992 by the Pierce County Council reestablish rules for designating urban growth areas for cities within Pierce Count and WHEREAS Pierce Countywide Planning Policy No 1 on Urban Growth areas states The Count shall designate urban growth areas for the County and each municipality in the County based on consultations between the County and each municipality and WHEREAS the Pierce County Comprehensive Plan approved November 29 1994 bythePierceCountyCouncilestablishesproceduresfortheadoptionofUrbanServiceAreas USAsas a part of a Comprehensive Urban Growth Area CUGA The plan also adopts Urban Service Areas for the jurisdictions within Pierce County The plan indicates an overlap of the USAs for the Cities of Auburn and Sumner in the general vicinity of an approved privatedevelopmentcalledLakelandand WHEREAS it is of mutual interest to Sumner and Auburn to resolve the overlapsbetweenthePotentialAnnexationAreasinordertoallowforcontinuedlanduseandcapitalfacilityplanningwithoutthreatoflitigationorappealsand WHEREAS in the spirit of cooperation and mutual understanding Sumner and Auburn desire to address mutual interests work together on issues of mutual benefit and enter into agreements to work constructively on issues of concern NOW THEREFORE Exhibit A Resolution No 2762August51996 REF Resolution No 2873 September 15 1997 In Consideration of the mutual benefits Sumner and Auburn hereby agree t6 the terms and conditions as set forth beloxv SECTION 1 PURPOSE The purpose of this agreement is to confirm the decision nade betveen Sumner and Auburn for the identification of Potential Annexation Area boundaries and Urban Service Areas SECTION 2 DEFINITIONS mo Potential Annexation Area PAA is a term used in the King Countywide PlanningPolicesmeaningtheincorporatedurbanareaadjacenttoacitywithinwhichurban growth shall be encouraged and phased and which is expected to annex to the cityAnnexationisexpectedtooccursometimeduringthenexttwenty20yearsatwhich time the city will provide services and utilities For purposes of this agreement the term Potential Annexation Area is the same as Urban Service Area USA as appliedinthePierceCountyComprehensivePlan Bo Urban Growth Areas means areas proposed by the Sumner and Auburn and designated by the county within which urban growth shall be encouraged and passedandoutsideofwhichgroxvthcanoccuronlyifitisnoturbaninnature Urban Growth Boundary means the boundary marking the limit betveen the urban groxvth areas and other areas such as rural and resource area where urban growth is not permitted The boundary shall be designated by the county in consultation with Sumner and Auburn under the requirements of the Growth Management Act SECTION 3 PUBLIC PROCESS The designation ofPAAs in Exhibit A map attached hereto and by this reference made a part of this agreement are of interest to a variety of affected parties including property ovnersarea residents the general public special service districts and the municipalities SECTION 4 RELATIONSHIP TO EXISTING LAWS AND STATUES This Agreement shall in no way modify nor supersede existing laws and statutes and is consistent with existing laws and statutes In meeting the commitments encompassed in this Agreement all parties shall comply with the requirements of the annexation statutes Open Public Meetings Act State Environmental Policy Act Growth Management Act and Countywide Planning Policies for King mid Pierce Counties SECTION 5 RESPONSIBILITIES A Sumner and Auburn acknowledge the PAA boundary described in Exhibit A Exhibit A Resolution No 27622August51996 Bo Co REF Resolution No 2873 September 15 1997 Sumner and Auburn shall only annex territory within their designated PAAs Sumner and Auburn shall conduct a public involvement process that includes but is not limited to workshops surveys or hearings in areas vithin the PAA prior to the inclusion ofany additional areas within the PAA SECTION 6 JOINT PLANNING Sumner and Auburn shall work cooperatively together in the planning and delivery of services to the respective PAA to the extent feasible as described below Sumner and Auburn shall initiate discussions betveen staff to reviev the feasibility of sharing the costs associated with the construction and operation of a water storagefacilityBothcitiesshallalsoexplorethepossibilityofsharedwaterresources B Sumner and Auburn shall work cooperatively on other issues of mutual concern which may arise including 1 Design funding and construction of the 8 h Street Corridor from Lake Tapps to SR 167 2 Railroad traffic and the mitigation of increased rail activity on transportation3Mitigationofstormwaterimpactstothevalley4ModificationstotheMudMountainDamtoreducebasefloodlevels 5 Joint fire services and operations such as training hazardous spill responsemutualaideandspecialoperations 6 Bicycle and pedestrian trails connecting the Sumner and Auburn 7 Watershed planning and management related to the Stuck White River and its tributaries and 8 Joint planning and participation with Pierce County SECTION 7 AMENDMENTS io Bo A city which desires to modify the Potential Annexation Area shall contact the other party to this Agreement to begin discussions regarding potential annexation or boundary amendments Sumner and Auburn agree to participate in such discussions when called Either city is authorized to call a meeting upon providing the other cityhasatleastathirty30daywrittennotice The proposed amendments shall be supported by written evidence of a significantchangeinoneofthecriterialistedinparagraph7DbelowSumnerandAuburnshall concur that the substantial change warrants an amendment to the original designatedPAA C A public process shall be conducted regarding an amendment to a potentialannexationareaasdescribedin5cabove Exhibit A Resolution No 2762 3 August 5 1996 REF Resolution No 2873 September 15 1997 D Criteria for Designation ofPotential Annexation Areas 1 Recognition of resident community identification 2 Financial and technical ability to provide municipal services 3 Creation of logical service areas vehicular accessibility and availability of utility senice 4 Recognition of physical boundaries bodies of water topographical features watersheds freeways 5 Protection of criticalresource areas significant to a particular jurisdictionprotectionofcriticalareas opportunities for urban separators 6 Logical boundaries elimination of unincorporated islands no overlapping potential annexation areas E The proposed amended PAA agreement shall be submitted to the respectivelegislativeauthoritiesforapproval SECTION 8 DURATION AND TERMINATION This Agreement shall be in effect upon signature of both parties and shall continue in effect from year to year unless terminated by a six month written notice by one party to the others SECTION 9 SEVERABILITY CLAUSE Any provision of this Agreement which is declared invalid or illegal shall in no wayaffectorinvalidateanyotherprovisionhereofandsuchotherprovisionsshallremainin full force and effect Exhibit A Resolution No 2762 August 5 1996 REF Resolution No 2873 September 15 1997 SECTION 10 ADMINISTRATION This Agreement shall be administered by the Mayor ofthe City of Sunmer and the City of Auburn or their designees CITY OF SUMNER CITY OF AUBURN Robert A Moltke Mayor Date Attest City Clerk Approved as to form Charles A Booth Mayor Attest City Clerk Approved as to form City Attorney Exhibit A Resolution No 2762 August 5 1996 REF Resolution No 2873 September 15 1997 Exhibit Rlufion No Aus 5 1996 Xd I X POTIAL ANNEXATION AREA DESIGNATION xIAN AGRET between the Cities of Kent a municipal corporation of the State ofViAuburnamunicipalcorporationoftheStateofWashingtonAuburn hereireferredto as the Cities RECITALS Pursuant to RCW 3670A1102 the Washington State Growth Management Act of 1990 as amended requires each City within the County to propose the location of an urban growth area and Bo The Countywide Planning Policies adopted and approved by Ordinance 10450 on July 6 1992 by the County Council and amended by Ordinance 11446 on July 19 1994 and ratified byCitieswithintheCountyestablishesrulesfordesignatingpotentialannexationareasforcities within the countywide urban growth boundary and Countywide Planning Policy LU31 states that in collaboration with adjacent counties and cities and King County and in consultation with residential groups in affected areas each City shall designate a Potential Annexation Area PAA and Do It is in the public interest that the jurisdictions cooperate to designate logical and achievable PAA boundaries and NOW THEREFORE the Cities hereby agree 1 PURPOSE The purpose of this agreement is to confirm the decision made between the Cities for the identification of PAA boundaries 2 DEFDGTIONS Potential Annexation Area PAA The incorporated urban area adjacent to a City within which urban growth shall be encouraged and phased and which is expected to annex to the city Annexation is expected to occur sometime during the next 20 years at which time the city will provide services and utilities Potential Annexation Area is another term for a CitysUrbanGrowthArea Urban Growth Areas Areas proposed by the Cities and desigmated by the County within which urban growth shall be encouraged and phased and outside of which growth can occur only if it is not urban in nature A Citys Urban Growth Area is another term for its Potential Annexation Area REF Resolution No 2873 September 15 1997 o Urban Growth Boundary The boundary marking the limit between theurban rowh areas andotherareassuchasruralandresourceareawhereurbangrowthisnotpermittedTheboundaryshallbedesignatedbytheCountyinconsultationwiththeappropriateCitiesunder the requirement of the Growth Management Act as amended PUBLIC PROCESS The designation of PAAs in Exhibit A map attached hereto and by this reference made a partofthisagreementareofinteresttoavarietyofaffectedpartiesincludingpropertyownersarea residents the general public special service districts and the municipalities RELATIONSHIP TO EXISTEXG LAWS AND STATUTES This Agreement in no way modifies nor supersedes existing laws and statues and is consistent with existing laws and statues In meeting the commitments encompassed in this AgreementallpartieswillcomplywiththerequirementsofthearmexationStatutesOpenPublicMeetingsActStateEnvironmentalPolicyActGrowthManagementActandCountywidePlanningPoliciesforKingCounty RESPONSIBILITIES A The Cities acknowledge the PAA boundary described in Exhibit A B The Cities will only annex territory within their designated PAAs The Cities shall conduct a public involvement process that includes but is not limited to workshops surveys or hearings in areas within the PAA prior to the inclusion of anyadditionalareaswithinthePAA vIENDMENTS Bo Do A city which desires to modifythe Potential Annexation Area shall contact the other parry to this Agreement to begin discussions regarding Potential annexation area boundary amendments The Cities agree to participate in such discussions when called Either Party is authorized to call a meeting upon 30 days written notice The proposed amendments shall be supported by written evidence of a sigmficantchangeinoneofthecriterialistedinparagraph6DBelowTheCitiesshallconcur that the substantial change warrants an amendment to the original designated PAA A public process shall be conducted regarding an amendment to a potential annexation area as described in 5C above Criteriafor Designation of Potential Annexation Areas Recognition of resident community identification Financial and technical ability to provide municipal services REF Resolution No 2873 September 15 1997 Creation of logical service areas vehicular accessibility and utility consttucfion Recognition of physical boundaries Bodies of water Topographical features Watersheds Freeways Protection of criticalresource areas significant to a particular jurisdiction Protection of critical areas Opportunities for urban separators Logical boundaries Elimination of unincoporated islands No overlapping potential annexation areas Eo The proposed amended PAA agreement shall be submitted to the respective legislative authorities for approval DURATION AND TERMINATION This Agreement is effective upon signature of both parties and shall continue in effect from year to year unless terminated by a six month written notice by one parry to the others SEVERABILITY CLAUSE Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect INDENhNIFICATION Ao The City of Kent shall indemnify and hold harrnless the City of Auburn and its officers agents and employees or any of them from any and all claims actions suits liabilitylosscostsexpensesanddamagesofanynaturewhatsoeverbyreasonoforarisingout of any negligent act or omission of the City of Kent its officers agents and employees or any of them in the performince of this Agreement In the event that any such suit based upon such a claim action lcss or damage is brought against the City of AuburntheCityofKentshalldefendthesameatitssolecostandexpenseprovidedthatthe City of Auburn reserves the right to participate in such suit if any principle of governmental or public law is involved If final judgment be rendered against the CityofAuburnanditsofficersagentsandemployeesoranyofthemorjointlyagainstthe City of Kent and the City ofAuburn and their respective officers agents and employees or any ofthem the CityofKent shall satisfy the same including all chargeable costs and attorneys fees In executing this Agreement the City of Auburn does not assume liability or responsibility for or in any way release the City of Kent from any liability or responsibility which arises in whole or in part from the existence or affect of Kent CityordinancesrulesorregulationsIfanycauseclaimsuitactionoradministrative proceeding is commenced in which the enforceability andor validity of any such Kent City ordinance rule or regulation is at issue the City ofKent shall defend the same at its REF Resolution No 2873 3 September 15 1997 10 sole expense and if judgment is entered or damages are awalded aeinst the City ofAuburntheCityofKentshallsatisfythesameincludingallchargeablecostsand attorneys fees The City of Auburn shall indemnify and hold Iiarrnless the City of Kent and its officers agents and employees or any of them from any and all claims actions suits liabilitylosscostsexpensesanddamagesofanynaturewhatsoeverbyreasonoforarisingout of any negligent act or omission of the City of Auburn its officers agents andemployeesoranyofthemintheperformanceofthisAgreementIntheeventthatanysuchsuitbaseduponsuchaclaimactionlossordamageisbroughtagainsttheCityof Kent the City of Auburn shall defend the same at its sole cost and expense providedthattheCityofKentreservestherighttoparticipateinsuchsuitifanyprincipleof governmental or public law is involved If final judgment be rendered against the CityofKentanditsofficersagentsandemployeesoranyofthemorjointlyagainsttheCityofKentandtheCityofAuburnandtheirrespectiveofficersagentsandemployeesor any of them the Cit3 ofAuburn shall satisfy the same including all chargeable costs and attorneys fees In executing this Aeementthe City of Kent does not assume liability or responsibilityfororinanywayreleasetheCityofAuburnfromanyliabilityorresponsibilitywhich arises in whole or in part from the existence or affect ofAuburn City ordinances rules or regulations If any cause claim suit action or administrative proceeding is commenced in which the enforceability andor validity of any such Auburn City ordinance rule or regulation is at issue the City of Auburn shall defend the same at its sole expense and if judgment is entered or damages are awarded against the City of Kent the City ofAuburn shall satisfy the same including all chargeable costs and attorneys fees ADSIhNISTRATION This Agreement shall be administered by A The Mayor of Kent or the Mayors designee and B The Mayor of Auburn or the Mayors designee CITY OF KENT ayWfite t or CITY OF AUBURN Charles A Booth Ivlayor Date REF Resolution No 2873 September 15 1997 Aplroved as to Form Approved as toForm BHSuKENTAGRT 5 REF Resolution No 2873 September 15 1997 0 0 I I Z Z x C 0 z Z I REF Resolution No 2873 September 15 1997 $ 3 ! ^^^ #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #*#* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #*#*#* #* #* #* #* #* #* #*#* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #* #*#* #* #* #* #*#* #* #* 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3333 3 3 33 33333 3 333 3 3 33 3 3 3333 3 333 3 3 33333 3 333333 3 33 3 3 333333333333333333333333333333333 3 333 3 33 3 3 3 33 3 3 33333 3 3 33 33 333 333 3333 3 3 333 3 3 3 3 3 333333 3 33 3 33333 333 3 3 3333 3 3 3 33 333 3 3 3 33 33 3 3 3333 3 3 3 333 3 33 33 3 33 3 33 333 33 333 3 3 33 3 3 3 33 3 3 33 3 33 33 333 3333 3 3 3 3 3 333 LakeTapps TACOMAPOINTWELL 2 - 750 GPMWELL 4 - 1200 GPMWELL 6 - 1400 GPM2300 GPM LAKELAND HILLSSOUTH TACOMAPOINT TACOMAPOINT738 TANK1.25 MG AUBURNINTERTIE DRIFTWOODPOINT FORESTCANYON A S U M N E R A U B U R N PINNACLEESTATES BPS BANKERSISLAND EVERGREENPOINT ISLAND 21 DEERISLAND LAKERIDGE LAKE TAPPS PKWY E FAIRWEATHERCOVE S U M N E R 2ND ST E 1 7 9 T H A V E 182ND AV E LAKE TAPPS PKWY E SUMNER-TAPPS HWY E 9TH ST E 185T H AV E 166TH AV E 190TH AV E 6 9 T H S T S E 1 8 6 T H A V E L A K E L A N D H I L L S W Y S E F O R E S T C A N Y O N R D E T A C O M A P O I N T D R E 1 7 T H S T E D I K E R D E E V E R G R E E N W Y S E DRIFTWOOD DR E 62ND ST SE 4TH ST E 16TH ST E W E S T T A P P S D R E 22ND ST E MONTEVISTA DR SE 1 7 6 T H A V E 6 7 T H S T S E 34TH ST E 24TH ST EC O T T A G E R D E 26TH STCT E L A K E R I D G E D R E 162ND AV E E L I Z A B E T H A V S E 3 R D S T E 5 T H S T E 25TH STCT E OLIVE AV SE 28TH ST E THO M AS AV SE 160TH AV E 64TH ST SE D E E R I S L A N D D R E LAKELAND HILLS WY I S A A C A V S E 1 5 6 T H A V E 1 7 1 S T A V E 59TH ST SE 66TH ST SE 184TH AVCT E S O U T H T A P P S D R E PERRY AV SE CHARLOTTE AV SE 1 8 3 R D A V E LAKE TAPPS DR SE 67TH LN SE 61ST ST SE PANORAMA DR SE 73RD ST SE 169TH AVCT E 7 2 N D S T S E 163RD AVCT E 38TH ST E 63RD ST SE 1ST ST E 6 0 T H S T S E C H A N N E L R D E 41ST ST E UDALL AV SE 16TH STCT E 170TH AV E 62ND LP SE QUINCY AV SE STU A RT PL SE F R A N C I S A V S E 1 8 7 T H A V E 33 R D S T C T E 23RD ST E 178TH AV E 27TH STCT E STUART AV SE 40TH ST E N AT H A N A V S E HAZ E L AV SE ELAINE AV SE A ST CT E 63RD PL SE 162ND AVCT E 29TH ST E 163RD AV E 36TH ST E 31ST ST E N A T H A N W Y S E 5 8 T H WY S E 8TH ST E 1 8 4 T H A V E 181ST AV E 71ST ST SE EDWARDS RD E 39TH STCT E TH O M AS PL SE 167TH AV E H A Z E L L P S E VICTORIA AV SE 65TH ST SE F R A N C I S L P S E 67TH CT SE 175TH AV E 1ST STCT E 180TH AV E DOUGLAS AV SE JAMES PL SE E LI Z A BE T H L P S E 1 6 9 T H A V E H A Z E L L N S E 32ND STCT E 191ST AV E 24TH STCT E 164TH AVCT E 165TH AVCT E 37TH STCT E 186TH AVCT E W E S L E Y P L S E UDALL PL SE REBECCA AV SE 23RD STCT E 2 2 N D S T C T E 6TH ST E 6 8 T H L P S E 5 9 T H P L S E L I N D S A Y A V S E O L D M A N T H O M A S R D E 188TH AV E 160TH AVCT E ANNETTE AV SE 168TH AV E 173RD AVCT E 164TH AV E 57TH PL SE 33RD ST E 7 T H S T E 190TH AVCT E 1 4 T H S T C T E HAZEL PL SE 2 7 T H S T E J A M E S A V S E M A R S H A L L A V S E 5 7 T H C T S E 191ST AVCT E 35TH STCT E 15TH STCT E 43RD ST E 167TH AVCT E 68TH ST SE 38TH STCT E FRANCIS CT SE 18 5 T H A V C T E 41ST STCT E ELAINE CT SE IS A AC C T SE 29TH STCT E N A T H A N P L S E 1 0 T H S T C T E 57TH DR SE 161ST AVCT E P E R R Y P L S E L I N D S A Y D R S E GRADY CT SE 165TH AV E K E N N E D Y A V S E 36TH STCT E M A R S H A L L P L S E 29TH STCT 72ND CT SE 69TH CT SE 6 2 ND C T S E 166T H AVC T E 176TH AVCT E REBECCA CT SE 5 8 T H P L S E 6 2 N D P L S E U D A L L C T S E DOUGLAS CT SE PERRY CT SE 6 4 T H C T S E63RD C T S E 186TH AVCT E 72N D ST SE H A Z E L A V S E 26TH STCT E 176TH AV E 183RD AV E 1 6 9 T H A V E NATHAN AV SE 62ND CT SE PERRY AV SE L I N D S A Y A V S E 22ND STCT E F R A N C I S A V S E 2 8 T H S T E 4TH ST E 6 4 T H S T S E 22ND STCT E 63RD ST SE 1 6 9 T H A V E L I N D S A Y A V S E N A T H A N A V S E 34TH ST E 71ST ST SE L I N D S A Y D R S E 36TH ST E 186TH AV E 27TH STCT E K E N N E D Y A V S E 6 3 R D S T S E 63R D P L SE 176TH AV E 2 4 TH ST E 39TH STCT E 69TH ST SE H A ZEL LP S E 66TH ST SE 170TH AV E REBECCA AV SE 39TH STCT E 162ND AVCT E 25TH STCT E 184TH AV E 62ND ST SE 39TH STCT E 26TH STCT E 65TH ST SE 184TH AV E 166TH AVCT E 181ST AV E 179TH AV E 2ND ST E 180TH AV E 1 8 5 T H A V E L I N D S A Y A V S E 72ND ST SE 6 8 T H S T S E 14TH STCT E 61ST ST SE 41ST ST E 65TH ST SE 186TH AV E 25TH STCT E 178TH AV E 170TH AV E LINDSAY AV SE 1 8 2 N D A V E PERRY AV SE H A Z E L A V S E 186TH AVCT E OLIVE AV SE 66TH ST SE 1 8 4 T H A V E 180T H AV E 176TH AV E 164TH AVCT E Bonney Lake Water SystemLeak Detection Project 0 0.25 0.5 0.75 1 Miles I February 12, 2014 Area 1 City of Bonney Lake Well & SpringWater Source = 3 Emergency Intertieand Flow Direction = 1 ^ !Water Tank = 1 Water Main = 50.77 Miles Bonney LakeWater Service Area Tax Parcel Bonney Lake City Limits Pierce/King County Boundary Private Road Edge Public Road #*Fire Hydrant = 455 3A Auburn City Limits Sumner City Limits $Booster Pump Station = 1 Pressure ReducingValve = 3M Valve = 19233 Sample Station = 167 Blow Off = 117m Air Vac = 127O Water Main MaterialNULL = 1.677 MilesCl = 1.870DI = 42.49GALV = 0HDPE = 0.108PVC = 0.647STL = 3.949C900 = 0.020 Water Main Diamater (Inches)NULL = 1.677 Miles2 = 0.6484 = 3.1086 = 5.3228 = 25.23510 = 0.10112 = 13.64216 = 1.036 Border between City of Auburn and Bonney Lake Water Service Areas per description in Resolution 3018 dated Nov. 17, 1998 Tract "E" Tract "D" Section 6-20-05 The most southerly corner Lot 62 Plat of Verona Exhibit "B" ROS 9809145005 ROS 9809145005 Border between City of Auburn and Bonney Lake Water Service Areas per description in Resolution 3018 dated Nov. 17, 1998 Map updated 12-01-2014 0 400 800 Lake Tap p s P a r k w a y Auburn-Bonney Lake Water Service Boundary Lot 4 A u b u r n S P L 20021 1 1 4 5 0 0 1 South Quarter Corner Lake T a p p s P a r k w a y New Water Service Boundary Line Pl a t o f V e r o n a R e c N o 2 0 0 3 1 0 1 4 5 0 0 2 Pl a t o f V e r o n a R e c N o 2 0 0 3 1 0 1 4 5 0 0 2 Pla t o f V e r o n a D i v 2 R e c N o 2 0 0 5 0 2 1 7 5 0 0 7 H e a t h e r w o o d a t L a k e l a n d - P h 1 R e c N o 2 0 0 1 0 6 2 7 5 0 0 1 H e a t h e r w o o d a t L a k e l a n d - P h 2 R e c N o 2 0 0 1 0 6 2 9 5 0 0 2 H e a t h e r w o o d a t L a k e l a n d - P h 4 R e c N o 2 0 0 2 1 1 2 0 5 0 0 3 Ca p r i a t L a k e l a n d Pha s e 6 200 7 0 5 1 5 5 0 0 4 Ph a s e 1 200 4 0 5 2 7 5 0 0 1 Pha s e 2 20 0 4 0 9 2 0 5 0 0 1 The Southwest corner of Lot 33 Plat of Verona Division 2 C o n d o m i n i u m s L a k e l a n d H i l l s W a y S E Mo n t e v i s t a D r . S E E v e r g r e e n W a y S E La k e l a n d D i v 1 P h 3 Re c N o 2 0 0 0 0 4 1 1 5 0 0 2 Lakel a n d D i v 1 P h 2 Rec N o 2 0 0 0 0 4 1 1 5 0 0 3 NE Corner of Section 6-20-05 NW corner of Lakeland Phase IV Heatherwood at The Southwest corner of Lot 13 Lakeland Division 1 Phase 3 The m o s t W e s t e r l y c o r n e r o f Lot 1 5 L a k e l a n d D i v i s i o n 1 Phas e 2 The most Northerly Northwest corner of Lot 22 Lakeland Div 1, Phase 2 Everg r e e n W a y S E P a n o r a m a D r . S E