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HomeMy WebLinkAboutAG 02-144 - KING COUNTY/FED WAY SD #210 _. --- -.--.-=;;=- . u -"~ ( ;pt~. ASSIGNMENT AGREEMENT -- THIS ASSIGNMENT AGREEMENT ("Assignment") is entered into this 3rd day of January , 2003, by and between KING COUNTY, a political subdivision of the State of Washington (the "County") and the CITY OF FEDERAL WAY, a Washington municipal corporation (the "City"), and FEDERAL WAY SCHOOL DISTRICT No. 210, a Washington municipal corporation (the "District") (collectively referred to herein as the "Parties"). WHEREAS, the County has leased certain real property from the District pursuant to the Lease Agreement dated May 6, 1970 ("Lease"), which is attached and incorporated herein as Exhibit A; and WHEREAS, the County has constructed a facility known as the Kenneth Jones Pool ("Pool") on the property leased from the District (the "Premises") pursuant to the Lease; and WHEREAS, the County and City have reached an agreement for transfer of ownership of the Pool as an interim facility from the County to the City; and WHEREAS, the City appropriated funds for the purpose of construction and operation of a community center/senior center and pool facility (the "Community Center") in Ordinance Number 02-431; and WHEREAS, upon completion of the Community Center, it is the City's intent to transfer ownership ofthe Pool to the Federal Way School District; and WHEREAS, the Lease should accordingly be assigned to the City and the District approves of such assignment. -1- ~ , . NOW THEREFORE, in consideration of the mutual promises made in this Assignment and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: AGREEMENT 1. Assignment. The County-hereby assigns, transfers and conveys to the City aU of the County's right, title, and interest in and to the Lease. 2. Assumption. The City hereby accepts and assumes all of the County's right, title and interest in and to the Lease and assumes all obligations of any kind or nature under the Lease that arise after the date of this Assignment. The City agrees for itself, its successors and assigns, to defend, indemnify, and hold harmless the County, its appointed and elected officials and employees, from and against any and all claims, liability, damages, demands, suits, judgments, costs, including attorney fees and costs of defense, which is caused by, arises out of, or is incidental to the City's breach or violation of the terms of the Lease or this Assignment. 3. Term of Lease. The City and the District agree that the Lease is amended to expire on May 6,2010 (''Term'') unless terminated sooner. Subject to Section 4 below, the City may terminate the Lease upon sixty (60) days prior written notice to the District. 4. Surrender. 4.1 Within thirty (30) days after the expiration or termination ofthe Lease, as referenced in Section 3 of this Assignment, the City shall convey to the District title to the Pool by an appropriate bill of sale and/or quit- claim deed. 4.2 In the series of pool transfers initiated by the County in 2002, the County offered incentive capital and limited one timc operating funds to those entities that assumed title to pools; none of the transferees from this series of pool transfers, nor any of the school districts who own the underlying property on which a pool is built, werc offered funds to decommission a pool. The County has no present intent to offer any such decommissioning funds to any school district or other transferee. Subject to the condition that the County Council must approve any such future appropriations, the County commits to the District that if the County makes -2- such an offer to another school district with whom the County has a lease substantively identical to the Lease at any time up to the date that a new equivalent replacement pool in Federal Way is opened consistent with the requirements of paragraph 1.6 of the Intergovernmental Transfer Agreement between King County and the City that was fully executed on December 30, 2002, or when the Leasc expires on May 6,2010, whichever is sooner, then the County will make a similar offer of decommissioning funds to the District. 5. Acceptance. 5.1 The District hereby approves and accepts the assignment ofthe Lease from the County to the City pursuant to the terms contained in this Assignment and releases the County from all obligations under the Lease, provided, however, that this release shall not constitute a release from liability as to the County's failure prior to the date ofthis Assignment to perform or comply with any terms, covenants or conditions of the Lease. 5.2 The District agrees to accept all ownership interest in the Pool at the expiration or termination of the Lease, as referenced in Sections 3 and 4 of this Assignment, including all ownership of equipment and supplies AS IS, agrees to release the City from all further obligations under the Lease, and is not obligated to operate the facility as a pool so long as the Lease expires on May 6, 2010 or the lease is terminated earlier and such termination occurs as a result of the City having opened an equivalent replacement pool consistent with the requirements of paragraph 1.6 of the Intergovernmental Transfer Agreement between King County and the City that was fully executed on December 30, 2002. 6. Indemnification. For purposes of this Assignment, the indemnification provisions in the Lease are amended as of the date of this Assignment as between the District and the City only, as follows: 6.1 The City shall indemnify and hold harmless the District and its respective elected officials, officers, agents and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent act or omission of the City, its officers, agents and employees in performing obligations pursuant to this Assignment; and/or (ii) arising from those occurrences related to the Pool or the Premises that occurred on or after the effective date of this Assignment; and/or (iji) arising from a third party's use of the Premises or the Pool which is a consequence -3- of the sole fault, negligence or causation of the City. In the event that any suit based upon such a claim, action, loss or damage is brought against one or more of the Parties, the City shall defend the same at its sole cost and expense and, if final judgment be rendered against the District and its respective officers, agents and employees or jointly against one or more of the Parties and their respective officers, agents and employees, the City shall satisfy the same. 6.2 The District shall indemnify and hold harmless the City each its respective elected officials, officers, agents or employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent action or omission of the District, its officers, agents and employees in performing its obligations pursuant to the Lease OT this Assignment; and/or (ii) arising from those occurrences related to the Premises or the Pool that occurred priOT to the effective date of the Lease; and/or (iii) arising from a third party's use ofthe Premises or the Pool which is a consequence of the sole fault, negligence or causation of the District In the event that any suit based upon such a claim, action, loss or damage is brought against one or more ofthe Parties, the District shall defend the same at its sole cost and expense and, if final judgment be rendeTed against the City and its respective elected officials, officers, agents and employees or jointly against one or more of the Parties and their respective elected officials, officers, agents and employees, the District shall satisfy the same. 6.3 The City and the District shall immediately notify the other of any and all claims, actions, losses or damages that arise or are brought against that Party relating to or pertaining to the Premises or the Pool. 6.4 Each Party agrees that its obligations under this paragraph extend to any claim, demand, and/or cause of action brought by or on behalf of any employees, or agents. For this purpose, each Party, by mutual negotiation, heTeby waives, with respect to the other parties only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW, but only to the extent necessary to indemnify the other parties. These indemnification provisions shall survive the expiration or termination of the Assignment 7. City's Agreement Regarding Hazardous Substances. The City shall not, without fiTst obtaining the District's prior written approval, generate, release, spill, store, deposit, transport, or dispose of (collectively -4- "Release") any hazardous substances, sewage, petroleum products, radioactive substances, medicinal, bacteriological, or disease-producing substances, hazardous materials, toxic substances, or any pollutants or substances defined as hazardous or toxic as defined by applicable federal, state, and local laws, regulations, or agencies in any reportable quantities ("Hazardous Substances") in, on or about the Premises or the PooL In the event, and only in the event, that the City Releases such Hazardous Substances on or about the Premises or the Pool under the provisions of this Section 7, the City agrees that such Release shall occur safely and in compliance with all applicable federal, state, and local laws and regulations. The City shall indemnify, hold harmless, and defend the District from any and all claims, liabilities, losses, damages, cleanup costs, response costs, and expenses, including reasonable attorney's fees arising out of or in any way related to the Release by the City, or any of its agents, representatives, employees, or authorized users, whether or not approved. 8. City Insurance Obligations. The City agrees to maintain commercial general liability insurance or other similar liability coverage acceptable to the District covering injuries to persons and damage to property, with the District added as a named additional insured as respect to the negligence of the City, its officers, agents and employees, covering all of the activities pertaining to this Assignment. By requiring such insurance coverage, the District shall not be deemed to, or construed to, have assessed the risks that may be applicable to the City under this Assignment. The City shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits or broader coverage than is herein specified. a. Scope and Limits of Insurance. Coverage shall be at least as broad as: (i) General Liabilitv: Insurance Services Office form number (CGOO 01 Ed. 11-88) Covering Commercial General Liability, with a limit of not less than $5,000,000 combined single limit per oc;currence, $5,000,000 aggregate. The policy shall include but not be limited to: (a) coverage for the Premises, the. Pool, and operations; (b) contractual liability (including specifically liability assumed herein); (c) Employers' Liability of "Stop-Gap" coverage. -5- . (ii) Automobile Liability: Insurance Services Office form number (CA 00 01 Ed. 12-90) Covering Business Automobile Coverage, symbol 1 "any auto"; or the combination of symbols 2, 8, and 9, for a limit of not less than $1,000,000 combined single limit per occurrence. (iii) Workers' Compensation: Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington statutory limits. b. Deductibles. The deductible of the insurance coverage shall not limit or apply to the District and shall be the sole responsibility ofthe City. c. Other Insurance Provisions. The msurance coverages required by this Assignment are to contain or be endorsed to contain the following provisions where applicable: (i) Liability Coverages. (a) The District, its officers, officials, employees, and agents are to be covered as additional insured as respects: liability arising out of activities by or on behalf of the City in connection with this Assignment. (b) To the extent of the City's negligence, insurance coverage shall be primary insurance as respects the District, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the District, its officers, officials, employees, and agents shall not contribute with the City's insurance or benefit the City in any way. (c) The City's insurance coverage shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's Ii abi li ty. (ii) All Policies. Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except by the reduction of the applicable aggregate limit by claims ~6- paid, until after forty-five (45) days' prior written notice has been given to the District. (iii) Acceptability of Insurers. Unless otherwise accepted by the District, insurance coverage is to be placed with insurers with a Best's rating of no less than A:VIII, or, if not rated by Best's, with minimum surpluses the equivalent of Best's surplus size VIII. (Iv) Verification of Coverage. The City shall furnish the District with certificates of insurance and endorsemcnts required by this Assignment. The certificates and cndorsements for each policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the District and are to be received and approved by the District prior to the commencement of activities associated with this Assignment. The District reserves the right to require complete certified copies of all required policies at any time. 9. Pool Use Agreement. The Parties acknowledge and agree that the County has in the past allowed the District to use the Pool under the terms of a use agreement, and that the County will continue to do so under its authority as the operator of the pool until June 30, 2003, under the terms of a Permit for Use of King County Swimming Pools entered into between the County and the District on January 3,2003. Prior to the expiration of this Permit, the City agrees to engage in good faith negotiations to facilitate the District's continued use of the Pool during the term of this Lease. 10. Assignment. No Party shall assign or sublet its rights or responsibilities under the Lease or this Assignment without the written authorization of the other parties. Neither assignment nor sublease shall relieve a party from its liability or obligations under the Lease or this Assignment except as provided in such assignment or sublease. A consent to one assignment or subletting shall not be deemed a consent or waiver to any subsequent assignment or subletting. 11. No Other Amendments. Except as modified or amended by this Assignment, all of the terms and conditions of the Lease remain unchanged. 12. General Provisions. This Assignment contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Assignment. No provision of this Assignment may be amended or modified except by written agreement signed by the Parties. This Assignment shall be binding upon and inure -7- to the benefit of the Parties' successors in interest, heirs and assigns. Any provision of this Assignment that is declared invalid or illegal shall in no way affect or invalidate any other provision. In the event either of the Parties defaults on the performance of any terms of this Assignment or either Party places the enforcement of this Assignment in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. This Assignment shall be governed by the laws of the State of Washington. The venue for any dispute related to this Assignment shall be King County, Washington. Failure of any Party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. Time is of the essence of this Assignment and each and all of its provisions in which performance is a factor. This Assignment may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Assignment. /III /III II I I /III 1111 /III 1111 /III I II I /I II /III /1/1 1/11 /I I I I I II -8- Dated as of the date and year first above written. KING COUNTY CITY OF FEDERAL WAY By By g~ Lr J}4Qj 1fo,,4r Its Its City Manager APPROVED AS TO FORM: ~Q~~ ~."---',". . artisan City Attorney H?J-z. / tIP 4 0",,1/ S pp /" ;<Je. J-~ / ~ c h-7,..-J s C3 C, FEDERAL WAY SCHOOL DISTRICT BY~ Its SC,(. T . STATE OF WASHINGTON ) ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: __.~._..o..---' Notary Public Print Name - My commission expires .-- (Use this space for notarial stamp/seal) STATE OF WASHINGTON ) ) ss. COUNTY OF ~\.r"\G ) , I certify that I know or have satisfactory evidence that 'i)oYtl. \-\O--~(I is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and. acknowledged it as the Q~)Ek~~ 0l.\L\ fr\~e.:('of ~. C;4u oS; CAe..ra.....\ lU::l1.~ to be the free and voluntary act of such party for the uses and purposes m~ntioned in the instrument. Dated: ......,',\\\\ ---- _-..... ",ERS~ \111 Nota Public .:--~."" ~~/, Print Name '\ 0'"")\0. \f\cf.~r~""\CL l__.. , ~~~ ~ ' My commission expires 5.5- ccS ... ~ tt " :11 ~AI; \~ ~ ~o i --- · -u a ~ ~ .... \ 11\~ E ~ ~ I. \ :0;: " ~" 1.0& ..~~ ~ --- " ...~ "lh,\\~~"""",0 .:' , 1.t ~. , , 'I 0, '11"''5 _ _ - - \\\ "............. (Use this space for notanal stamp/seal) STATE OF WASHINGTON ) K IN&r ) ss. COUNTY OF ) I certrf: that I know or have satisfactory evidence that lH-'zn''''l1A So _. M IJ,.PH Y is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrumen~ and acknowledged it as the OS ~p ~ l,..rre N OGN'T of ret>e..A'2..AL \ A'I ??J61..1C- ..5"c...tfDot...Sto be the free and voluntary act of such party for the uses y and purposes mentioned in the instrument. Dated: \1 D::L} o~ / I .C~~. Notary Public Print Name tHR-I.s~/1J t f(. Po P,cH My commission expires ;Z ) }:2....) 0$ . , , (Use this space for notarial stamp/seal) -. ~. . ,. ""~ ~ CONFORMED COpy Rdu," Add'~ XL' l--~j{i' ~C' KING GO~ ROPERlY SERVIcEs 20030103002839 500 K.G. ADMINISTRATION BLOG. 500 FOURTH AVENUE PROPERTY SERVI AG 0.00 SEAffiE, WA98104 PAGE 001 OF 026 01/03/2003 15:23 ADM~ES-0500 KING COUNTY, UA P1~_prlntortyp"lnfornWlo1l WASI-llNGTON STATE RECORDER'S Cover Sheet (RCW65.04) Do<ument Title(s) (or u-msactiollS conl:lined the~in); (ill m:u applicable to yow: documenr ~ be filled in) 1. :r.y\~ovanMen-\-a.\ l..4nd TrQhS~ A.!JrYl>r. 2. 3. 4. Reference Number(s) of Documents assigned or released: Additiooal refereoce #'s 00 page ---'-" of document Grantor(s) c;:t Dame first, then fir.>t name and initials) L KiYlj lAn+j 2. 3. 4. o Additiooal oames on page _ of document. Grante~ (Last name first, then fm;t name and initials) 1. C. i tJ,f Fe4ra f WlUj 2. 3 4. o Additiooal names 00 page _ of document. LegaNec/;tj,OS~Vj~~ ~i 1~~OCk. plat or section. township. range) o Additional legal is on page ~ of document. Assessor's Property Tu Parcel/Account Number. o A$S~!~! fo':!;!f ~~ed The AuditorlRecorder will rely on the information provided on the form. The staIf will not read the. document to verify tbe accur.tcy or completeness of the indexing information provided herein. . " , " Intergovernmental Transfer Agreement Between King County and the City of Federal Way Relating to the Ownership, Operation and Maintenance of the Kenneth Jones Pool facility, and transfer of property known as Kenwood Pit. This Agreement is made and entered into this day by and between the City of Federal Way, hereinafter called "City", and King County, hereinafter called "County" (collectively the "Parties"). WHEREAS the City desires to own, operate, and maintain parks, open space, recreation facilities and programs and other municipal programs, facilities and property inside its boundaries, and is willing therefore to assume ownership and operating responsibility for the Kenneth Jones Pool facility ('the Pool") on an interim basis until a new city pool of equal recreational value is constructed; and WHEREAS, the City further desires to take title to and operate as a city park that certain property located within the City commonly known as the Kenwood Pit Property, which property is currently surplus to the County's needs; and WHEREAS, the County desires to convey the Kenwood Pit Property to the City for park purposes, upon completion of certain administrative and other procedural matters necessary to such transfer and subsequent approval by the County Council and City Council of the Interlocal Transfer Agreement; and WHEREAS the County, under the authorityofRCW 36.89.050, King County Resolution 34571 and other federal, state and county laws, has acquired and developed a substantial park, recreation and open space system that depends on the continued operation of its many individual properties and facilities in order to fully serve the needs of the residents of King County and the cities within it; and Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 1 , , . WHEREAS, the Federal Way School District owns the property on which the Pool is located and the County and District entered into a lease dated May 6, 1970 which provided for the County's construction and operation ofthe Pool ("the Lease"), which Lease has a term of 40 years; and WHEREAS the County desires to divest itself of ownership, management, and financial responsibility for parks, open space, recreational facilities and programs inside and near the City boundaries; and WHEREAS the County does not have a sufficient, stable source of revenue to continue to manage and maintain its parks, open space, recreational facilities and programs at current levels; and WHEREAS the County is legally restricted from converting many of these parks, open space, and recreational facilities from their current uses without expending funds to replace the converted facilities; and WHEREAS given the legal restriction regarding conversion of the Pool, the marketability of the Pool is limited and, as a result, the cost of operating the Pool is approximately equal to or greater than the value of the Pool to the County; and WHEREAS, because the Pool provides a benefit to the City and its residents, the City wishes to assume ownership of the Pool, as an interim facility pending the anticipated replacement of the facility as further described herein; and WHEREAS, the City appropriated funds for the purpose of construction and operation of a community center/senior center and pool facility (the "Community Center") in Ordinance Number 02-431; and WHEREAS, upon completion of the Community Center and the opening of a new public pool of equivalent recreational value as part of the Community Center it is the city's intent to transfer ownership of the Pool to the Federal Way School District; and WHEREAS, in order to minimize the disruption to users of the Pool and provide for an orderly transition ofthe Pool to operation by the City, the County is willing to operate the Pool on behalf of, and at the cost of, the City, through June 30, 2003; and WHEREAS to the extent the City provides scholarships, reduced fees or other means of assuring access to parks and recreational programming for City residents, the City has a goal of ensuring that such scholarships or other needs-based rates and programs are available to all persons desiring to use the Pool regardless of residency, and Intergovenunental Transfer Agreement Between King County and the City of Federal Way ~ 2 - , . WHEREAS it is in the best interest 0 [the public that the City and the County work together to take those actions necessary to meet those desires and to cooperate in any transition to insure a smooth transition and avoid service disruption; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy o[which are hereby acknowledged, the City and the County agree as [ollows: 1. Conveyance of Kenneth Jones Pool 1.1 Within thirty (30) days of execution of this Agreement, the County shall convey to the City by deed all its ownership interest, and/or, when possible, by assignment, any leasehold interest or shared use responsibility in the Kenneth Jones Pool, which is described more fully in Exhibit A (hereinafter the "Property" or "Pool"). 1.2 The deed o[ conveyance shall also contain the following specific covenants pertaining to use, which covenants shall run with the Property for the benefit of the County public park, recreation and open space system. The County and the City agree that the County shall have standing to enforce these covenants, which shall be set forth as follows: "The City, as required by RCW 36.89.050, covenants that the Pool shall be continued to be used for recreation facility purposes or other equivalent facilities within the County or City shall be provided." "The City covenants that it shall abide by and enforce all terms, conditions and restrictions in King County Resolution 34571, including that the City covenants that the Pool will continue to be used for the purposes contemplated by Resolution 34571, that the Property shall not be transferred or conveyed except by agreement providing that such lands shall continue to be used for the purposes contemplated by Resolution 34571, and that the Property shall not be converted to a different use unless other equivalent lands and facilities within the County or City shall be provided." "The City covenants that it shall not use the Pool in a manner that would cause the interest on County bonds related to the Pool to no longer be exempt from federal income taxation." "The City covenants that it will not limit or restrict access to and use of the Property by non-city residents. The City covenants that if differential fees for non- city residents are imposed for use of the Pool, such [ees will be reasonably related to the cost borne by city taxpayers to maintain, improve or operate the Pool [or parks and recreation purposes." Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 3 . , "The City covenants that it shall place the preceding covenants in any deeds or other documents transferring the Pool for public recreation purposes provided however that all such preceding covenants shall terminate on May 6,2010, the expiration ofthe original tCnll of the Lease and the end of the contemplated useful life of the pool as stated in Resolution 34571." 1.3 The City and County agree that the assignment ofthe County's Lease for the underlying real property upon which the Pool is built will convey all the rights and obligations of the County contained in the Lease, and that the City shall assume all the rights and obligations of the County, including the covenants, contained in the lease. lAThe City and County agree that the conveyance and assignment of the Lease referenced in paragraph 1.1 are contingent on receiving written approval ofthe assignment of lease from the Federal Way School District. If such written approval is not obtained from the Federal Way School District within thirty (30) days from the execution of this Agreement, the conveyance and assignment of the Pool and its lease shall not be required until thirty (30) days after such written approval is obtained. Ifno acceptable form of assignment is received by February 15, 2003, then this Agreement shall be null and void. 1.5 The Pool being conveyed includes the equipment and supplies that are necessary to operate and maintain the Pool. The County will leave such equipment and supplies on site, which equipment and supplies will include all furniture, lifeguard equipment, first aid supplies, specialty tools, operator manuals, as-built pool and remodel plans, phone system, lighting fixtures, miscellaneous pool equipment, building maintenance supplies, spare parts, and materials such as chlorine and filtration supplies for pool maintenance. The City takes all equipment and supplies AS IS and WHERE IS, except for repairs as identified in section 4.4.8, and agrees that the County holds no future responsibility with regard to the equipment and supplies or any occurrence related to or resulting from use of the equipment and supplies. Any equipment and supplies stored at the Pool for use at other King County facilities will not be transferred. 1.6 It is understood and agreed by the parties hereto that the City intends to construct a new Community Center with a public pool. Provided that this new pool operates as a public pool in the same manner as required for the Pool by this Agreement and is of comparable size and equivalent recreational value as the Pool, the new pool will constitute an equivalent replacement facility for the Pool as contemplated by RCW 36.89.050 and Resolution 34571 and when the new pool is operational and open to the public the City shall be in compliance with the covenants imposing the requirements ofRCW 36.89.050 and Resolution 34571 provided for in Section 1.2. The City agrees to continue to maintain arid operate the Pool in accordance with Intergoverrunental Transfer Agreement Between King County and the City of Federal Way - 4 . . this Agreement until such new replacement pool is operational and open to the public, after which time the Pool may be permanently closed. 1.7 The City shall abide by and enforce all terms, conditions, reservations and covenants oftide at the time of conveyance and/or in the deed of conveyance. 2. Conveyance of Kenwood Pit Property 2.1 It is understood and agreed that the parties anticipate conveyance ofthe Kenwood Pit Property to the City for park and recreation purposes as part ofthe City's agreement to take title to the Pool. However, such transfer cannot be administratively accomplished prior to the end of2002. It is the intent of the parties that within six (6) months of execution of this Agreement, the County shall convey to the City by bargain and sale deed, aJI its ownership interest, and/or, when possible, by assignment, any leasehold interest or shared use responsibility to the Kenwood Pit for future use by the City for park and recreation purposes, subject to general tenns and conditions in substantially similar form to those described in Exhibit B. 2.2 If the County Council has not adopted an Ordinance approving the Interlocal Agreement to convey the Kenwood Pit Park in a form substantially similar to Exhibit B prior to July 1,2003, then the County agrees that at the City's request, it will accept a conveyance back of the right, title and interest in the Pool and the Lease from the City, at which time the County will mothball the Pool unless other parties provide money for its operation. 3. Financial Arrangement 3.1 The County agrees to pay to the City Seventy-five Thousand and no/I 00 Dollars ($75,000) for the purpose of making capital improvements to the Pool. The funds will be distributed to the City in two equal installments, with the first payable on or before December 31, 2003 and the second payable on or before December 31, 2004. These funds may be used only for the planning, construction, reconstruction, repair, rehabilitation or improvement of the Pool, or of the Community Center, to the extent the latter use is consistent with County's Real Estate Excise Tax requirements. 3.2 In addition, the County will pay additional capital funds to the City in an amount to be determined by the County, which will be not less than Fifty Thousand and no/lOO Dollars ($50,000) for the purposes described in section 3.1. The additional capital dollars will be distributed to the City no later than December 31, 2003 and December 31, 2004 in approximately equal installments. Under no circumstance will the amount of additional capital funds transferred to the City exceed One Intergovenunental Transfer Agreement Between King County and the City of Federal Way - 5 . Hundred Twenty-Five Thousand and no/1 00 Dollars ($125,000). These funds may be used only for the planning, construction, reconstruction, repair, rehabilitation or improvement ofthe Pool, or of the Community Center, to the extent the latter use is consistent with the County's Real Estate Excise Tax requirements. 3.3 The County agrees to provide the City with a one-time payment of Seventy-Six Thousand and Eight and no/1 00 Dollars ($76,008) to be used for the operation and maintenance ofthe Pool. These funds will be distributed to the City no later than January 31,2003. 4. Condition of Premises and Responsibility for Operations, Maintenance, Repairs, Improvements, and Recreation Services 4.1 The City has inspected and knows the condition of the Pool and agrees to accept the Pool in AS IS condition. Except as provided in paragraph 4.4, the City further agrees to assume full and complete responsibility for all operations, maintenance, repairs, improvements of, and provision of recreational services at, the Pool. 4.2 The County does not make and specifically disclaims any warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose, with respect to the Pool, and no official, employee, representative or agent of the County is authorized otherwise. 4.3 The City acknowledges and agrees that except as indicated in paragraph 5.2 the County shall have no liability for, and that the City shall release and have no recourse against the County for, any defect or deficiency of any kind whatsoever in the Pool without regard to whether such defect or deficiency was known or discoverable by the City or the County. This paragraph does not limit the County's obligation to indemnify the City under paragraphs 6.1 (i) and 6.6 of this Agreement during the Operating Period. 4.4 Consistent with this Agreement, sound management practices, staffing limitations, available funds and applicable legal requirements, the County shall operate the Pool on behalf ofthe City for the period from January 1,2003 through June 30,2003 ("Operating Period"). The County shall use its best efforts to operate the Pool in a manner that will result in the Actual Net Operating Costs (as defined in Section 4.4.2) equaling the Estimated Operating Payment (as defined in Section 4.4.2). Operational policies and procedures, including but not limited to hours of operation, user fees, and admittance policies, shall be determined by the County in its sole discretion, reasonably exercised; provided that to the extent practicable, the County agrees to consult with the City about proposed changes in policies and procedures in advance of implementing same. The County intends to operate the Pool generally in the same manner as in 2002, with pool user fees increased Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 6 . approximately 50% above 2002 levels as further described in Exhibit C. It is understood and agreed that scheduled or unscheduled maintenance may result in the Pool being closed to the public for extended periods of time, provided that maintenance closures shall be kept to the minimum time necessary to perform such maintenance and or repair as determined by the County; provided that to the extent practicable, the County agrees to consult with the City about proposed maintenance closures in advance of implementing same. 4.4.1 The County shall be relieved of its obligations under this Section 4.4 to the extent performance is made impracticable by any event of force majeure, including without limitation, acts of god. 4.4.2 In exchange for the County's operation of the Pool, the City agrees. to payor cause to be paid to the County the total sum of One Hundred Ten Thousand Six Hundred Thirty-Eight and 50/100 Dollars ($110,638.50) (the "Estimated Operating Payment"), payable in two equal payments made on. or before February 1,2003 and April 15, 2003. The Estimated Operating Payment has been calculated by the County as set forth in Exhibit D, and is equal to the Estimated Net Operating Cost of the Pool over the year 2003, divided by two. The Net Operating Cost of the Pool includes all applicable direct costs, including utilities, County overhead costs and non-routine maintenance costs associated with the Pool, less (1) all revenues generated at the Pool and accruing to the County from any authorized source. The "Actual Net Operating Cost" is the Net Operating Cost, as defined in the preceding sentence, as actually experienced by the County over the Operating Period. 4.4.3 In the event the County is successful in reducing the Actual Net Operating Costs over the Operating Period below the amount of the Estimated Operating Payment specified in Section 4.4.2 above, the County will refund the difference to the City on or before August 15, 2003. 4.4.4 If at any time the County in its sole discretion determines that the Actual Net Operating Costs of the Pool are or are likely to exceed the Estimated Operating Payment, then the County will notify the City of this in writing, describing: (1) the costs that are or are likely to be greater than anticipated (or revenues that are or are likely to be less than anticipated) and the reason therefor; (2) the operational changes that will be required absent additional funding; and (3) the amount of additional funding that would be necessary to avoid these operational changes (which may include closure) or other actions. The County shall not be required to further increase user fees in order to mitigate an increase in Net Operating Costs, it being understood that County-operated pool fees will be uniform across the County and that a Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 7 . , . 50% user fee increase will be imposed at the beginning of year 2003. The City will have 30 days to respond in writing as to whether it wishes to provide additional funding to avoid the operational changes or other actions. If the City determines to provide additional funding in the amount specified by the County, it shall promptly pay such amounts to the County. If the City determines not to provide additional funding, or does not respond conclusively within 30 days, the County shall proceed to make the operational changes it deems necessary in its sole discretion, reasonably exercised, are required to address the increased costs and/or funding shortfall. Prior to the 3D-day response deadline, the City may suggest operations alternatives to address the funding shortfall, which the County may accept or reject in its sole discretion; provided that to the extent practicable, the County agrees to consult with the City about proposed alternatives in advance of implementing same. The City waives and releases any and all claims against the County with respect to operational changes, except for claims for personal injury or property damage arising from the negligent acts or omissions of the County, its officers, agents and employees during the Operating Period. 4.4.5 The County shall submit an invoice for any amount due under this Agreement. The City shall have IS days to pay upon receipt of such invoice. If the City fails to make the operating payments when due, the County shall send by registered mail and telefax a notice of default to the City, and may terminate its operation of the Pool five (5) business days after sending the telefax without further notice to the City. 4.4.6 The County or the City may terminate their obligations under this Section 4.4 at any time in case of a force majeure upon providing written notice thereof to the other party. 4.4.7 In the event that the County determines that a capital or other repair affecting the continued safe public operation of the Pool needs to be made to the facility, it shall promptly notify the City in writing. The City shall be responsible for capital repairs, and the County shall be responsible for normal maintenance repairs. The City shall promptly notify the County in writing as to what course of action the City will take with respect to a capital repair. Pending a response from the City, the County may take whatever action it deems reasonably prudent with respect to continued operation of the Pool pending the completion ohhe capital repair, induding but not limited to closure of the Pool and the City waives and releases any and all claims against the County for such actions, except for claims for personal injury or property damage arising from the negligent acts or Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 8 . omissions of the County, its officers, agcntsand employees during thc Operating Period. 4.4.8 At the end of the Operating Period, the County shall quit the premises, leaving the Pool and its equipment in the same condition as it was transferred to the City, reasonable wear and tear excepted. Prior to quitting the premises, the County shall complete the following repairs: Replace refrigerant system, install dressing room light fixture seismic bracing, and remove desuperheaters. 5. Environmental Liability 5.1 "Hazardous Materials" as used herein shall mean any hazardous, dangerous or toxic wastes, materials, or substances as defined in state or federal statutes or regulations as currently adopted or hereafter amended. 5.2 Nothing in this agreement shall be deemed to waive any statutory claim for contribution that the City might have against the County under federal or state environmental statutes that arises from hazardous materials deposited or released on the Properties by the County during the County's period of ownership. The City may not, however, assert such a claim to the extent that the City creates the need for or exacerbates the cost of remediation upon which a statutory claim for contribution is based as a result of the City performing construction activities at the Pool, changing the configuration of the Pool, or changing the use of the Pool. 5.3 lfthe City discovers the presence of hazardous materials at levels that could give rise to a statutory claim for contribution against the County it shall immediately notify the County in writing. The parties shall make their best efforts to reach agreement as to which party is responsible for remediation under the terms of this Agreement prior to undertaking any remediation. 5.4 In no event shall the County be responsible for any costs of remediation that exceed the minimum necessary to satisfy the state or federal agency with jurisdiction over the remediation. 6. Indemnification and Hold Harmless 6.1 The County shall indemnify and hold harmless the City and its elected officials, officers, agents or employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent action or omission of the County, its officers, agents and employees in performing its obligations pursuant to this Agreement, and/or (ii) arising from those occurrences related to the Pool that Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 9 occurred prior to the effective date of conveyance of the Pool to the City, except to the extent that indemnifying or holding the City harmless would be limited by Section 5 of this Agreement. In the event that any suit based upon such a claim, action, loss or damage is brought against the City or the City and the County, the County shall defend the same at its sole cost and expense and, if final judgment be rendered against the City and its elected officials, officers, agents and employees or jointly against the City and the County and their respective elected officials, officers, agents and employees, the County shall satisfy the same. 6.2 In executing this Agreement, the County does not assume liability or responsibility for or in any way release the City from any liability or responsibility which arises in whole or in part from the existence or effect of City ordinances, rules or regulations. If any cause, claim, suit, action or administrative proceeding is commenced in which the enforceability and/or validity of any such City ordinance, rule or regulation is at issue, the City shall defend the same at its sole expense and if judgment is entered or damages are awarded against the City, the County or both, the City shall satisfy the same, including all chargeable costs and attorney's fees. 6.3 The City shall indemnify and hold harmless the County and its elected officials, officers, agents and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent act or omission of the City, its officers, agents and employees in performing its obligations pursuant to this Agreement, and/or (ii) arising from those occurrences related to the Pool that occurred on or after the effective date of conveyance of the Pool to the City, except to the extent that indemnifying or holding the County harmless would be limited by Section 5 of this Agreement. In the event that any suit based upon such a claim, action, loss or damage is brought against the County or the County and the City, the City shall defend the same at its sole cost and expense and, if final judgment be rendered against the County and its officers, agents and employees or jointly against the County and the City and their respective officers, agents and employees, the City shall satisfy the same. 6.4 Each Party to this Agreement shall immediately notify the other of any and all claims, actions, losses Of damages that arise or are brought against that Party relating to or pertaining to the Properties. 6.5 Each Party agrees that its obligations under this paragraph extend to any claim, demand, and/or cause of action brought by or on behalf of any employees, or agents. For this purpose, each Party, by mutual negotiation, hereby waives, with respect to the other party only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW, but only to the extent necessary to indemnify the other party. Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 10 -..--.--- 6.6 With respect to claims arising from occurrences during the Operating Period only, in the event that a court of competent jurisdiction finds that the City and the County were concurrently negligent in perfoiming their obligations pursuant to this Agreement, then each party's liability under paragraphs 6.1 (i) and 6.3(i) shall only be to the extent of each party's negligence. As permitted under Washington law, the County and City shall indemnify, defend, and hold the other harmless to the full extent of the indemnitor's negligence in performing its obligations pursuant to this Agreement. 7. Insurance 7.1 The County is self-insured with respect to the operation of the Kenneth Jones Pool, and therefore will not carry insurance policies with respect to the pool. 8. Audits and Inspections 8.1 Until December 31,2008, any of either party's records related to any matters covered by this Agreement, not otherwise, privileged shall be subject to inspection, review, and/or audit by either party at the requesting party's sole expense. Such records shall be made available for inspection during regular business hours within a reasonable time of the request. 9. Duration and Authority 9.1 This Agreement shall be effective upon signature and authorization by both Parties. The terms, covenants, representations and warranties contained herein shall not merge in the deeds or other documents of conveyance, but shall survive conveyance or assignment and shall continue in full force (I) as to the covenants in Section 1.2 of this Agreement, until May 6,2010 or until other equivalent facilities shall be provided in compliance with the covenants imposing the requirements of Resolution 34571 and RCW 36.89.050 as provided for in section 1.6 or (2) as to the whole agreement, until both parties mutually consent in writing to termination. 10. Notice 1 O.IAny notice provided for herein shall be sent to the respective parties at: King County City of Federal Way Bob Bums City of Federal Way Acting Director Parks and Recreation A TT: Jennifer L. Schroder Division, DNRP Parks and Recreation Director Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 11 Rm 700, King Street Center P.O. Box 9718 201 S. Jackson Street Federal VVay, VVl\ 98063 Seattle, W A 98104 11. General Provisions. This l\greement contains all ofthe agreements ofthe Parties with respect to any matter covered or mentioned in this Agreement. No provision of this l\greement may be amended or modified except by written agreement signed by the Parties. This l\greement shall be binding upon and inure to the benefit of the Parties' successors in interest, heirs and assigns. .Any provision ofthis l\greement that is declared invalid or illegal shall in no way affect or invalidate any other provision. In the event either of the Parties defaults on the performance of any tenus of this l\greement or either Party places the enforcement of this l\greement in the hands of an attorney, or files a lawsuit, each Party shaH pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, VVashington. Failure of the City or County to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. IN VVITNESS WHEREOF, the parties have executed this l\greement. King County City of Federal Way ( (1, l~"{~~ Date Approved as to Form: l\pproved as to Form: Po~ QJS , ;i~ {~~?f~., ,..,.;1" ./ /) /-/.:(-t-t--" (( King County Patricia A Richardson, City Attorney Deputy Prosecuting Attorney ~7..'T !o'}., \ '- \Lol o-z.- Date .. Date Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 12 STATE OF \\rASHINGTON ) ) ss. COUNTY OF KING ) On this day perso&'llly~ppeared h~[Qre me rn 8; $Stl(\f\ , to me known to be . ,rt.c bl"',OClP1ri o.'tQI 0 . . the Kmg County i'HlC l\'@ m and or t~ ounty of Kmg and that smd person executed the 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 therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the seal of said municipal corporation. GIVEN my hand and official seal this 30ll#A.. day of Dec.efl\~ , 2006'. d\ m~Urwlll< ~ ~ .........!!t.....~ ~ is ;r~...o ~ ~ . \\Qffi6f,.. <P \ 1=='A 1 Tti A. 0 L1\N 0 { -= ~ (typed/printed name of notary) \ ~ ~.~~ ft:Ill!lf!: ~ Notary Public m and for the State of \'-~... t1 ~.,:~tq Washington. ~~{.q;:~~V' My commission expires A&.<.0 1'1) ;J.ODS '1111111~l.\\W STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me David H. Moseley, to me known to be the City Manager for the City of Federal Way and that said person executed the 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 therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the seal of said municipal corporation. GIVEN my hand and official seal this ZC day of .-L--=:t._u_X"h~/V'""" , 20oz.. ----"'~~~~\\\'r ~ ~~Q' - ~ r " _-~''''''''''''''''I' ~d'~', . ... .... ... " " ' ... L --.:" ^,.D,. ","', '-- ~~. ... ..... .: .~ l.J! ~ ,- ~ ~ {f.......".. ~~% t ~ -\~"">>t rYlc. ~~~r"1b~c-\ ~ G \ ?-,.,~ j ~ E (typed/printed name of notary) ",fA. '\", ......:- t;.i Notary Public in and for the State of , ~ I 1\\\\".... - h' ,".)r O~ _-- Was mgton. ..\\\~............... My commission expires SZ;'-2J:';c";- Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 13 ~ EXHIBIT A Legal Description of Pool The West 192.50 feet of the East 222.50 feet of the South 355 feet of the North 385 feet of the NE 1/4 of Section 8, Township 21 North, Range 4 East, W.M., in King County, Washington. TOGETHER WITH an easement for ingress, egress and utilities over, under, across, and through that portion of the North 385 feet of the East 30 feet of said Section 8 and of the North 385 feet of the NW 1/4 of Section 9, Township 21 North, Range 4 East, W.M., lying Westerly of 16th Ave. So. Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 14 , EXHIBIT B J ntergovernmental I~and Transfer Agreement Between King County and the City of Federal Way Relating to the Ownership, Operation and Maintenance of Parks, Open Space, Recreation Facilities and Programs This Agreement is made and entered into this day by and between the City of Federal Way, hereinafter called "City", and King County, hereinafter called "County". WHEREAS the City desires to own, operate, and maintain parks, open space, recreation facilities and programs and other municipal programs, facilities and property inside its boundaries; and WHEREAS the County, under the authority ofRCW 36.89.050, and other federal, state and county laws, has acquired and developed a substantial park, recreation and open space system that depends on the continued operation of its many individual properties and facilities in order to fully serve the needs of the residents of King County and the cities within it; and WHEREAS the County desires to divest itself of ownership, management, and financial responsibility for parks, open space, recreational facilities and programs inside and near the City boundaries; and WHEREAS the County does not have a sufficient, stable source of revenue to continue to manage and maintain its parks, open space, recreational facilities and programs at current levels; and WHEREAS the County is legally restricted from converting many of these parks, open space, and recreational facilities from their current uses without expending funds to replace the converted facilities; and WHEREAS given the legal restriction regarding conversion of the properties, the marketability of the properties is limited and, as a result, the cost of operating the facility is approximately equal to the value of the property to the County; and WHEREAS to the extent the City provides scholarships, reduced fees or other means of assuring access to parks and recreational programming for City residents, the City has a goal of ensuring that such scholarships or other needs-based rates and programs are available to all persons desiring to use the park and recreational programs regardless of residency, and Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 15 . WHEREAS it is in the best interest of the public that the City and the County take those actions necessary to meet those desires and to cooperate in any transition to insure a smooth transition and avoid service disruption; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and the County agree as follows: 1. Conveyance of Title 1.1 Within thirty (30) days of execution of this Agreement, King County shall convey to the City by bargain and sale deed, subject to those encumbrances listed in Exhibit 3, all its ownership interest, and/or, when possible, by assignment, any leasehold interest or shared use responsibility, in the following listed park/recreation site(s), which are described more fully in Exhibits 1 and 2 (the "Property"): KENWOOD PIT PROPERTY PARK 1.2 All deeds shall also contain the following specific covenants pertaining to use, which covenants shall run with the land for the benefit of the County and the County land that makes up its public park, recreation and open space system. The County and the City agree that the County shall have standing to enforce these covenants, which shall be set forth as follows: "The City, as required by RCW 36.89.050, covenants that the Property shall be continued to be used for open space, park, or recreation facility purposes or that other equivalent facilities within the County or the City shall be provided." "The City further covenants that it will not limit or restrict access to and use ofthe Property by non-city residents. The City covenants that if differential fees for non- city residents are imposed, they will be reasonably related to the cost borne by city taxpayers to maintain, improve or operate the Property for parks and recreation purposes." "The City covenants that it shall place the preceding covenants in any deed transferring the Property or a portion of the Property for public park, recreation or open space uses." 1.3 In Conveying the Property by Deed, the County shall reserve easement(s) for all County~owned utilities (ifany) currently located within the property. The County will notify the City ofthe easements it intends to reserve under this provision prior to the conveyance called for by paragraph 1.1 of this Agreement. Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 16 ...- . lAThe Property shall be conveyed subject to all teIDIs, conditions, reservations, restrictions and covenants of title at the time of conveyance and/or in the deed of conveyance, which encumbrances will be identified in the deed. The final identification of these encumbrances, along with the final verification of the legal description of the Property, is dependent on receipt of a preliminary commitment for title insurance for the Property, and will occur prior to the conveyance called for by paragraph 1.1 of this Agreement. 2. Existing Restrictions, Agreements, Contracts or Permits 2.1 The City shall abide by and enforce all terms, conditions, reservations, restrictions and covenants of title at the time of conveyance and/or in the deed of conveyance. 3. Condition of Premises and Responsibility for Operations, Maintenance, Repairs, Improvements, and Recreation Services 3.1 The City has inspected and knows the condition of the Property and agrees to accept the Property in AS IS condition, and to assume full and complete responsibility for all operations, maintenance, repairs, improvements of, and provision of recreational services at, the Property. 3.2 King County does not make and specifically disclaims any warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose, with respect to the Property, and no official, employee, representative or agent of King County is authorized otherwise. 3.3 The City acknowledges and agrees that except as indicated in paragraph 4.2, the County shall have no liability for, and that the City shall release and have no recourse against the County for, any defect or deficiency of any kind whatsoever in the Property without regard to whether such defect or deficiency was known or discoverable by the City or the County. 4. Environmental Liability 4.1 "Hazardous Materials" as used herein shall mean any hazardous, dangerous or toxic wastes, materials, or substances as defined in state or federal statutes or regulations as currently adopted or hereafter amended. 4.2 Nothing in this agreement shall be deemed to waive any statutory claim for contribution that the City might have against the County under federal or state environmental statutes that arises from hazardous materials deposited or released on the Property by the County duririg the County's period of ownership. The City Intergovenunental Transfer Agreement Between King County and the City of Federal Way - 17 may not, however, assert such a claim to the extent that the City creates the need for or exacerbates the cost ofremediation upon which a statutory claim for contribution is based as a result of the City performing construction activities on the Property, changing the configuration of the Property, or changing the use ofthe Property. 4.3 Ifthe City discovers the presence of hazardous materials at levels that could give rise to a statutory claim for contribution against the County it shall immediately notify the County in writing. The parties shall make their best efforts to reach agreement as to which party is responsible for remediation under the terms of this Agreement prior to undertaking any remediation. 4.4 In no event shall the County be responsible for any costs of remediation that exceed the minimum necessary to satisfy the state or federal agency with jurisdiction over the remediation. S. Indemnification and Hold Harmless 5.1 King County shall indemnify and hold harmless the City and its elected officials, officers, agents or employees, or any ofthem, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature' whatsoever, (i) which are caused by or result from a negligent action or omission of King County, its officers, agents and employees in performing its obligations pursuant to this Agreement, and/or (ii) arising from those occurrences related to the Property that occurred prior to the effective date of conveyance of the Property to the City, except to the extent that indemnifying or holding the City harmless would be limited by Section 4 of this Agreement. In the event that any suit based upon such a claim, action, loss or damage is brought against the City or the City and King County, King County shall defend the same at its sole cost and expense and, if final judgment be rendered against the City and its elected officials, officers, agents and employees or jointly against the City and King County and their respective elected officials, officers, agents and employees, King County shall satisfy the same. 5.2 In executing this Agreement, the County does not assume liability or responsibility for or in any way release the City from any liability or responsibility which arises in whole or in part from the existence or effect of City ordinances, rules or regulations. If any cause, claim, suit, action or administrative proceeding is commenced in which the enforceability and/or validity of any such City ordinance, rule or regulation is at issue, the City shall defend the same at its sole expense and if judgment is entered or damages are awarded against the City, the County or both, the City shall satisfy the same, including all chargeable costs and attorney's fees. 5.3 The City shall indemnify and hold harmless King County and its elected officials, officers, agents and employees, or any of them, from and against any and all claims, Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 18 actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent acl or omission of the City, its officers, agents and employees in performing its obligations pursuant to this Agreement, andlor (ii) arising from those occurrences related to the Property that occurred on or after the effective date of conveyance of the Property to the City, except to the extent that indemnifying or holding the County hannless would be limited by Section 4 of this Agreement. In the event that any suit based upon such a claim, action, loss or damage is brought against King County or King County and the City, the City shall defend the same at its sole cost and expense and, if final judgment be rendered against King County and its officers, agents and employees or jointly against King County and the City and their respective officers, agents and employees, the City shall satisfy the same, 5.4 Each Party to this Agreement shall immediately noti fy the other of any and all claims, actions, losses or damages that arise or are brought against that Party relating to or pertaining to the Property. 5.5 Each party agrees that its obligations under this paragraph extend to any claim, demand, and/or cause of action brought by or on behalf of any employees, or agents. For this purpose, each party, by mutual negotiation, hereby waives, with respect to the other party only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW, but only to the extent necessary to indemnify the other party. 6. Audits and Inspections 6.1 Until December 31, 2008, any of either party's records related to any matters covered by this Intergovernmental Agreement not otherwise privileged shall be subject to inspection, review, and/or audit by either party at the requesting party's sole expense. Such records shall be made available for inspection during regular business hours within a reasonable time of the request. 7. Duration and Authority 7.1 This agreement shall be effective upon signature and authorization by both parties. The terms, covenants, representations and warranties contained herein shall not merge in the deed of conveyance, but shall survive the conveyance and shall continue in force unless both parties mutually consent in writing to termination. 8. Notice 8.1 Any notice provided for herein shall be sent to the respective parties at: Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 19 King County City of Federal Way Bob Bums City of Federal Way Acting Director Parks and Recreation ATT: Jennifer L. Schroder Division, DNRP Parks and Recreation Director Rm 700, King Street Center P.O. Box 9718 201 S. Jackson Street Federal Way, W A 98063 Seattle, W A 98104 9. General Provisions. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. This Agreement shall be binding upon and inure to the benefit of the Parties' successorS in interest, heirs and assigns. Any provision of this Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. Failure of the City or County to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. IN WITNESS WHEREOF, the parties have executed this Agreement. King County City of Federal Way King County Executive David H. Moseley, City Manager Date Date Approved as to Form: Approved as to Form: King County Patricia A. Richardson, City Attorney Deputy Prosecuting Attorney Date Date Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 20 EXHIBIT 1 King County Parks Transferring to the City of Federal Way Name of park Amenities/facilities Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 22 . EXHIBIT 2 Legal Description For Kenwood Pit, Parcel # 3833000005 Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 23 . EXHIBIT 3 Permitted Exceptions/Title Report Those general and special exceptions listed on Title Insurance Company Commitment for Title Insurance No. dated Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 24 ,. . EXHIBIT C Full Operating Schedule for Kenneth Jones Pool, January - June 2003 Winter/Spring! Schedule: . Winter Jan 6 - April 20 (Closed for winter break from January 1-5) . Spring April 21- June 30 Hours: . Monday through Friday 6am - 9pm (with one hour out for maintenance each day) . Saturday 8:30am-3pm . Sundays: closed Holiday closures: Memorial Day Weekend May 24-26 (may be open for swim team practice during holiday closures) Maintenance Closures: Additional closures may occur for scheduled or unscheduled maintenance. Programming: The County plans to initially maintain the same program scheduling as were in place in 2002, however, the County reserved the right to adjust the schedule as it deems reasonable to meet its operating requirements, objectives and budget constraints. Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 25 ~. . EXHIBIT D Kenneth Jones Pool Estimated 2003 Annual Operating Costs Cost Item Amount ..- Pool Manager $ 65,667 Senior Swim 54,368 Lifeguard -- lIz Pool Operator 33,255 Temporary Staff 93,691 Temporary Benefits 16,396 Electricity 22,548 Water 2,454 Fuel 55,950 Chemicals 5,000 Office Supplies 500 Permits 512 Telecom 1,872 Other 10,000 Total 2003 Operating Costs, before $362,213 Overhead County Overhead $117,719 Maior Maintenance Estimate 15,745 Maior Maintenance Overhead 3,700 Total Operatin!! Cost $499,377 Estimated Revenue $278,100 Total Net Operating Costfor Calendar $221,277 Year 2003 Estimated Operating Costfor the period $110,638.50 from January 1, 2003 through June 30, 2003 K:\interlocal\Kenneth Jones 12-11-02 Intergovernmental Transfer Agreement Between King County and the City of Federal Way - 26 .-- .- , ".. , CONFORMED COPY Return Address: W' ~. &A- KING G~ <f~1Y SERV~ 500 K.G. ADMINISTRATION BLDG. ~0!!~!~A~30~~~40 500 FOURTH AVENUE SEATTLE, WA 98104 PAGE 001 OF 018 . 01/03/2083 15:23 KING COUNTY, UA ri."".pd"lorty~lnfonnatloa WASHINGTON STATE RECORDER'S Cover Sheet (RCW65_04) Document Title(s) (or tr;UL<;actions cootained therein): (ill =':ll applicable to yow: documenl ~ be filled in) 1. Ass t9ntY\2f\t- ^Bree~+- 2. 3. 4. Reference Number(s) of Documents assigned or released: .. Additional reference #'s on page ~ of document Grantor(s) (Last name first, then first name and initials) ~: J.Li'j Cov-n+y 3. 4. o Additiooal names on page ~ of document. Grant*:~ (Last namft!;;.l, then fm;t name and initials) 1. C, of :ed$n?f Wtt-j 2. 3 4. o Additional names on page _ of document. Legal description (abbrevialed: i.e. lot. blO~lat or section, township, range) Hf..IJ'-I, seC'. <8''' 2..-1 - o Additional legal is on page _ of documeot. Assessor's Property Ta.'t Parcel/Account Number o M;2! ~!~~t;et~';?~ed The AuditorfRecorder will rely on the information provided 00 tbe form. The staff will 001 read the document to verify tbe 3ccumcy or completeness of the indexing iuformation provided herein. ~ ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT ("Assignment") is entered into this ~ day of January , 2003, by and between KING COUNTY, a political subdivision of the State of Washington (the "County") and the CITY OF FEDERAL WAY, a Washington municipal corporation (the "City"), and FEDERAL WAY SCHOOL DISTRICT No. 210, a Washington municipal corporation (the "District") (collectively referred to herein as the "Parties"). WHEREAS, the County has leased certain real property from the District pursuant to the Lease Agreement dated May 6, 1970 ("Lease"), which is attached and incorporated herein as Exhibit A; and WHEREAS, the County has constructed a facility known as the Kenneth Jones Pool ("Pool") on the property leased from the District (the "Premises") pursuant to the Lease; and WHEREAS, the County and City have reached an agreement for transfer of ownership of the Pool as an interim facility from the County to the City; and WHEREAS, the City appropriated funds for the purpose of construction and operation of a community center/senior center and pool facility (the "Community Center") in Ordinance Number 02-431; and WHEREAS, upon completion of the Community Center, it is the City's intent to transfer ownership of the Pool to the Federal Way School District; and WHEREAS, the Lease should accordingly be assigned to the City and the District approves of such assignment. -1- . NOW THEREFORE, in consideration of the mutual promises made in this Assignment and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: AGREEMENT 1. Assignment. The County' hereby assigns, transfers and conveys to the City all of the County's right, title, and interest in and to the Lease. 2. Assumption. The City hereby accepts and assumes all of the County's right, title and interest in and to the Lease and assumes all obligations of any kind or nature under the Lease that arise after the date of this Assignment. The City agrees for itself, its successors and assigns, to defend, indemnify, and hold harmless the County, its appointed and elected officials and employees, from and against any and all claims, liability, damages, demands, suits, judgments, costs, including attorney fees and costs of defense, which is caused by, arises out of, or is incidental to the City's breach or violation ofthe terms of the Lease or this Assignment. 3. Term of Lease. The City and the District agree that the Lease is amended to expire on May 6, 2010 ("Term") unless terminated sooner. Subject to Section 4 below, the City may terminate the Lease upon sixty (60) days prior written notice to the District. 4. Surrender. 4.1 Within thirty (30) days after the expiration or termination of the Lease, as referenced in Section 3 of this Assignment, the City shan convey to the District title to the Pool by an appropriate bill of sale and/or quit- claim deed. 4.2 In the series of pool transfers initiated by the County in 2002, the County offered incentive capital and limited one time operating funds to those entities that assumed title to pools; none of the transferees from this series of pool transfers, nor any of the school districts who own the underlying property on which a pool is built, were offered funds to decommission a pooL The County has no present intent to offer any such decommissioning funds to any school district or other transferee. Subject to the condition that the County Council must approve any such future appropriations, the County commits to the District that if the County makes -2- . such an offer to another school district with whom the County has a lease substantively identical to the Lease at any time up to the date that a new equivalent replacement pool in Federal Way is opened consistent with the requirements of paragraph 1.6 of the Intergovernmental Transfer Agreement between King County and the City that was fully executed on December 30, 2002, or when the Lease expires on May 6,2010, whichever is sooner, then the County will make a similar offer of decommissioning funds to the District. 5. Acceptance. 5.1 The District hereby approves and accepts the assignment of the Lease from the County to the City pursuant to the terms contained in this Assignment and releases the County from all obligations under the Lease, provided, however, that this release shall not constitute a release from liability as to the County's failure prior to the date of this Assignment to perform or comply with any terms, covenants or conditions of the Lease. 5.2 The District agrees to accept all ownership interest in the Pool at the expiration or termiDation of the Lease, as referenced in Sections 3 and 4 of this Assignment, including all ownership of equipment and supplies AS IS, agrees to release the City from all further obligations under the Lease, and is not obligated to operate the facility as a pool so long as the Lease expires on May 6, 2010 or the lease is terminated earlier and such termination occurs as a result of the City having opened an equivalent replacement pool consistent with the requirements of paragraph 1.6 of the Intergovernmental Transfer Agreement between King County and the City that was fully executed on December 30, 2002. 6. Indemnification. For purposes of this Assignment, the indemnification provisions in the Lease are amended as of the date of this Assignment as between the District and the City only, as follows: 6.1 The City shall indemnify and hold harmless the District and its respective elected officials, officers, agents and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent act or omission of the City, its officers, agents and employees in performing obligations pursuant to this Assignment; and/or (ii) arising from those occurrences related to the Pool or the Premises that occurred on or after the effective date of this Assignment; and/or (iii) arising from a third party's use of the Premises or the Pool which is a consequence -3- . of the sole fault, negligence or causation of the City. In the event that any suit based upon such a claim, action, loss or damage is brought against one or more of the Parties, the City shall defend the samc at its sole cost and expense and, if final judgment be rendered against the District and its respective officers, agents and employees or jointly against one or more of the Parties and their respective officers, agents and employees, the City shall satisfy the same. 6.2 The District shall indemnify and hold harmless the City each its respective elected officials, officers, agents or employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, (i) which are caused by or result from a negligent action or omission of the District, its officers, agents and employees in performing its obligations pursuant to the Lease or this Assignment; and/or (ii) arising from those occurrences related to the Premises or the Pool that occurred prior to the effective date of the Lease; and/or (iii) arising from a third party's use ofthe Premises or the Pool which is a consequence ofthe sole fault, negligence or causation of the District. In the event that any suit based upon such a claim, action, loss or damage is brought against one or more of the Parties, the District shall defend the same at its sole cost and expense and, if final judgment be rendered against the City and its respective elected officials, officers, agents and employees or jointly against one or more of the Parties and their respective elected officials, officers, agents and employees, the District shall satisfy the same. 6.3 The City and the District shall immediately notify the other of any and all claims, actions, losses or damages that arise or are brought against that Party relating to or pertaining to the Premises or the Pool. 6.4 Each Party agrees that its obligations under this paragraph extend to any claim, demand, and/or cause of action brought by or on behalf of any employees, or agents. For this purpose, each Party, by mutual negotiation, hereby waives, with respect to the other parties only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW, but only to the extent necessary to indemnify the other parties. These indemnification provisions shall survive the expiration or termination of the Assignment. 7. City's Agreement Regarding Hazardous Substances. The City shall not, without first obtaining the District's prior written approval, generate, release, spill, store, deposit, transport, or dispose of (collectively A- . "Release") any hazardous substances, sewage, petroleum products, radioactive substances, medicinal, bacteriological, or disease-producing substances, hazardous materials, toxic substances, or any pollutants or substances defined as hazardous or toxic as defined by applicable federal, state, and local laws, regulations, or agencies in any reportable quantities ("Hazardous Substances'') in, on or about the Premises or the Pool. In the event, and only in the event, that the City Releases such Hazardous Substances on or about the Premises or the Pool under the provisions of this Section 7, the City agrees that such Release shall occur safely and in compliance with all applicable federal, state, and local laws and regulations. The City shall indemnify, hold harmless, and defend the District from any and all claims, liabilities, losses, damages, cleanup costs, response costs, and expenses, including reasonable attorney's fees arising out of or in any way related to the Release by the City, or any of its agents, representatives, employees, or authorized users, whether or not approved. 8. City Insurance Obligations. The City agrees to maintain commercial general liability insurance or other similar liability coverage acceptable to the District covering injuries to persons and damage to property, with the District added as a named additional insured as respect to the negligence ofthe City, its officers, agents and employees, covering all of the activities pertaining to this Assignment. By requiring such insurance coverage, the District shall not be deemed to, or construed to, have assessed the risks that may be applicable to the City under this Assignment. The City shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits or broader coverage than is herein specified. a. Scope and Limits of Insurance. Coverage shall be at least as broad as: (i) General Liability: Insurance Services Office form number (CGOO 01 Ed. 11-88) Covering Commercial General Liability, with a limit of not less than $5,000,000 combined single limit per occurrence, $5,000,000 aggregate. The policy shall include but not be limited to: (a) coverage for the Premises, the Pool, and operations; (b) contractual liability (including specifically liability assumed herein); (c) Employers' Liability of "Stop-Gap" coverage. -5'" . (ii) Automobile Liability: Insurance Services Office form number (CA 00 01 Ed. 12-90) Covering Business Automobile Coverage, symbol 1 "any auto"; or the combination of symbols 2, 8, and 9, for a limit of not less than $1,000,000 combined single limit per occurrence. (iii) Workers' Compensation: Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington statutory limits. b. Deductibles. The deductible of the insurance coverage shall not limit or apply to the District and shall be the sole responsibility ofthe City. c. Other Insurance Provisions. The msurance coverages required by this Assignment are to contain or be endorsed to contain the following provisions where applicable: (i) Liability Coverages. (a) The District, its officers, officials, employees, and agents are to be covered as additional insured as respects: liability arising out of activities by or on behalf of the City in connection with this Assignment. (b) To the extent of the City's negligence, insurance coverage shall be primary insurance as respects the District, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the District, its officers, officials, employees, and agents shall not contribute with the City's insurance or benefit the City in any way. (c) The City's insurance coverage shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. (ii) All Policies. Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except by the reduction of the applicable aggregate limit by claims -6- , paid, until after forty-five (45) days' prior written notice has been given to the District. (iii) Acceptability of Insurers. Unless otherwise accepted by the District, insurance coverage is to be placed with insurers with a Best's rating of no less than A:VIIT, or, if not rated by Best's, with minimum surpluses the equivalent of Best's surplus size VIII. (iv) Verification of Coverage. The City shall furnish the District with certificates of insurance and endorsements required by this Assignment. The certificates and endorsements for each policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the District and are to be received and approved by the District prior to the commencement of activities associated with this _Assignment. The District reserves the right to require complete certified copies of all required policies at any time. 9. Pool Use Agreement. The Parties acknowledge and agree that the County has in the past allowed the District to use the Pool under the terms of a use agreement, and that the County will continue to do so under its authority as the operator of the pool until June 30, 2003, under the terms of a Permit for Use of King County Swimming Pools entered into between the County and the District on January 3,2003. Prior to the expiration of this Permit, the City agrees to engage in good faith negotiations to facilitate the District's continued use of the Pool during the term of this Lease. 10. Assignment. No Party shall assign or sublet its rights or responsibilities under the Lease or this Assignment without the written authorization of the other parties. Neither assignment nor sublease shall relieve a party from its liability or obligations under the Lease or this Assignment except as provided in such assignment or sublease. A consent to one assignment or subletting shall not be deemed a consent or waiver to any subsequent assignment or subletting. 11. No Other Amendments. Except as modified or amended by this Assignment, all ofthe terms and conditions of the Lease remain unchanged. 12. General Provisions. This Assignment contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Assignment. No provision of this Assignment may be amended or modified except by written agreement signed by the Parties. This Assignment shall be binding upon and inure -7- -. to the benefit ofthe Parties' successors in interest, heirs and assigns. Any provision of this Assignment that is declared invalid or illegal shall in no way affect or invalidate any other provision. In the event either of the Parties defaults on the performance of any terms of this Assignment or either Party places the enforcement of this Assignment in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. This Assignment shall be governed by the laws of the State of Washington. The venue for any dispute related to this Assignment shall be King County, Washington. Failure of any Party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. Time is of the essence of this Assignment and each and all of its provisions in which performance is a factor. This Assignment may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Assignment. I II I I II I I II I I II I I II I I II I 1111 I II I 1111 I II I 1111 I II / 1111 1111 / II / -8- . . '. Dated as of the date and year first above written. KING COUNTY CITY OF FEDERAL WAY By 1'1 ~V1/'- By gm- L#'l j}Juj Ifn,-I"J- Its Fa{4' I -.~ j{,-f!J-jtMfedlftI/.SiYV1 f!vec/M/ Its City Manager FORM: ~-~ ~ ~, f,.el'u, A"d . .' lts'on City Attorney n / G <1. Lu~f/ 5 Pr9/ fl~ fl Lch--zr~ Sc>c, FEDERAL WAY SCHOOL DISTRICT BY~ Its:5". ,-- . STATE OF WASHINGTON ) COUNTY OF_ Ki~ ) ss. ) certify that I know Of that Dated: :]a t\ UJ?Yj '3,;}.OO3 ~~l}~ \\',"" """, \\\" ). THO IIII/. Notary Public Ca ", r:::, '" ....-... /If A '/. $: ~ ..~\<;.<;'\ON I..fA', .p ~ Print Name to ,. ,J: Thl> t'v\. ~OY) ~ ~ ..'~ ~" 0 1- ~ " :~ ~. -$--:' My conunission expires 11-15.0 ~ i _OtAll)' .~-; - : ~ :: ::;: ....... :- ~ \..- ""1\.\(. ....) ~ -:;~'..6 '.l ~$' ~ .,;~, S ".....ro...~ ~/. , 0 ......l..;'O\~ ,!\" '111/ ,.. IUS" \\,,,, 'I, \\ (Use this space for Tlotana] stamp/seal) STATE OF WASHINGTON ) ) ss. COUNTY OF \.i~0C1 ) I certi fy Ihat I know or have satisfactory evidence that .L:bY"'CL \-\O-~(I is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the ins~rument and _ acknowledged it as the a.~'I5'n__n-\ C~ A:h\ )1\l''Lnaq et of ~ (,4Li of -red€..rc.d ~~ to be the free and voluntary act of such party for the uses and purposes m~ntioncd in the instrument. Dated: ----.!l~_\ 03 ~~~ ...,""'\\, __...- ~ERS "I" :-~''''~~I' Print Name '\ 0'""\1(1. ~fc~r~y-\.l ~i~' ~ I ~... I, I My conunission expires 5.5-- cr::f!..? ; f ~'AI~ \ ~ ~ -~.~',,~,-".-- '0: ........ ~ ~ , : - '-''' ~ ~ .... ~ 11\~ E?: I '\ :0:: I, l'I, &O&~~.:- '" ... '" ~ "'" ""..."" #G _.; 'I, /t OF ."",'5 _-- ,\\\\",......- (Use this space for notarial ,tamp/seal) . STATE OF WASHINGTON ) K ,NOr ) ss. COUNTY OF ) I cert~ that I know or have satisfactory evidence that \H-'llW'\A So '. }J\ 11 " . PH" is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oalh stated that he/she was authorized to execute Ihe instrumen~ and acknowledged it as the'S- v...P e.-L I "-.t\e /\J DeNT of r e ~A2-AL \ A"f RJ 61,..1 c... $"c:...tftOLS to be the free and voluntary act of such party for the uses . and purposes mentioned in the instrument. Dated: \J t>.;t.) O~ I I .4.'"!!' ," ,,\\l:'~~~'~'::":"'C~.,. clL/U~~~. ~. ,.t \". - r: l.' . "'i. Notary Public Print Name CA-JR.I.s-rIIJ t R. Po PJcH My commission expires ~ J J.:LJ oS. , , (Use this space for notarial stamp/seal) . EXHIBIT A LEASE AGREEMENT :. -......... . . ';,1' I v . , < Y~-0 . ,. iql'\ - u") '. ;/ " ..~ ,,~ , LEh~E AGr.EEHENT T:nS LUSF. made in quadruplicate thlo ..Jith. day of May , 1970, by oild bet'ileen ,~niG COmny, HAfillUIGTON, 8 legal subdivision of the I .' ~,:tntc of \!nohinr,ton, und ..EG:mAL' \"!.\Y SCHOOL DISTIUCT No. 210, King County, \\'ashin~ton, o municipal corporation of tho State of Waohington: \nTNE~~l'ETll : In consideration of the COV0nants and agreements of the Les6l;e herein- after sut iortll, the School District does by these presents 1caoe and demise unto l:ing County that certain real estate doocribed ao follouo; <;:hc :"cot In.50 feet of the EOGt 222.50 fe~t of the South J55 feet of the ~orth 305 feet of the ltorthe;1St Q-uarter of Section G, TOl1nship 21 n. TIan;1e 4 E.li.M., ring County, Hashin3ton Tv':;En::::R \-1IT:1 an easen.cut for ingrestl, egresG and utilities over, under, across, and through that portiDn of the North 305 feet of the Ea6t 30 feet of ~aid Section 8 and of the Horth 3S5 feet of the Northwest Quarter of Section 9. ( To,mship 21 N, RanCc 4 E.W.~.. lying Wcsterly of 16th Avenue r:c..util. "i'he teLla of such 1eaae I>h811 be for a pariod of torty (40) years from the date above written. rfl.;; (:ounty accepts the pre.1liGes in the present condition and for the pu~po::;e of ihl:1'~<ii3tely con:o;tructin:; thereon a major indoor swimiain:; pool l:in~ County ahall be re6pon6ible .'or all charges for utilities or govern- ~nt31 charceG thut should be levied again5t the property and shall keep the property in cood repair and iunurcd aCainGt all damage and liability resulting from the u::;c thereof. l~nJ County ahall at timeD when facilities on tho leased prcmia~s are not to be u::;cd by King County permit the School Dlatrtct to use such facilities Gubject to a rental 3;jreCIT'.znt bctl1een tho two ngencies. l:inz ~:vunty agrcc:a to hold the School Diatrict harr.llc33 aod to Inc;~IT.nii:y and defend the ~;chool D1::>trict Dgllin:Jt any claim or liabilit.y ( (0r Janu~c to JOy pcr~on or property ~nd costo incident theret.o srining with rc';;:>cct to the leascd prcm1oes, e:;ccpt. ,,,hen such dOlllll;:tC is u rou\.11t of ~chool ';)lGtl"lct sponoo'ccJ or controll~<.1 ;nctlvit:106 on the loosed p~QndOCil . -~ . . \ Ol~ \;;l".~ 1Juch dO~1Ge ia attributable to SOlue act or omi6sion of the School Otl;trict. The ~~chool District agre~1l to hold King County harmless nnd to I i\lJ'~C1n1fy and dofend Un8 County against any claims or liubility for da~r.6 . to any person or property and c05ta incident thereto caused by the negli8ence of the School District or as a result of School DiGtrlct sponsored or con~ trolled activities on the le~::;ed premises. and where /luch dafili38a is not attri- butable to aome act or omiGGion of King County. . . Thio taaoe shall be reviewed ofter ~ ye6rs -with the intent at this dote that it be renewed for at least the lifa of the buildina on the preml:lcB. IN WInm:::S \-lImr.EOF. tho part ies hereto have hereunto set their hands and Geals the date.first abovew'rltten. ( SCIIOOL DISTRlr.T lto. 210 KING COUNTY. WASHINGTON A- /1 t' ti ~ {t 1: tl-~ ~-J-- ::<-C /- Boord President. { . . ;l ~r'~:;i/e~ ~'J X-G-,,-- .-----L- -.. - d / /./? (--- /. ---- -------- { -- --~~ .'. .' . . . !iT:.n: iF {':I\~:[ii:::;'i'Otl ) :\ 69. ( <:Otr.ti..:,:- 0:: l~ni~ ) ':ll thl:; JiJlL day of Mav , 1970, before r.:c. <:hc unuort;l/jned. a Notary Public in and for the Stato of Uash1nGton. duly cOu<..is!iioned and s,.,orn. persotlally appeared I . John 0, Spellman to ~~ kno~n to be the individual deGcribed in and who executed tho forc- zoinZ in~trument. and acknm.,ledgcd to me that he signed and Gealed this said instru~ent ao his freo and voluntary act and deed for t~e USCG and purpooes therein mentioned. , GIVEi~ under my hand nud official geal thio 6th day of May . 1970. /) r2 /' 1 . ( . ~'~ _ . ! . /f. . v' . , jt?..({.Y.CJ.!:;{-:ft..-:o'/~ I /:'? .{~;?:{"~~ L~~./~ UO"'LARY YUYLIC in lIud f'?".:tj1.~ State ;p'i. tl3Chinl/n. residing a~.r ;JZI'7~~ ( . . .,,~~\ ~ ... REVENUE REAL ESTATE EXCISE TAX AFFIDAVIT This form is your receipt PLEASE TYPE OR PRINT CHAPTER 82.45 RCW - CHAPTER 458-61 WAC when stamped by cashier. SEE BACK PAGE FOR USE AT COUNTI TREASURER'S OFFICE (Use Form No. 84-0001 B for Reporting Transfers of Controlling Interest of Entity Ownership to the Department of Revenue) THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS 1.7 ARE FULLY COMPLETED Name KING COUNTY, a political subdivision Name CITY OF FEDERAL WAY, a municipal corp. of the State of Washington u.i of the State of Washington ~~ Street 500A KC Admin B1dg, 500 4th Ave 5 ~ Slreel P. Q. Box 9718 Seattle, WA 98104 alo 98063-9718 CitylStatelZip City/State/Zip Federal Way, WA ADDRESS TO SEND ALL PROPERTY TAX RELATED CORRESPONDENCE ALL TAX PARCEL NUMBERS COUNTY TREASURER PLACE ASSESSED VALUE IF TAX EXEMPT Name Same as Grantee 082104-9001 Street City/StatcJZip a LEGAL DESCRIPTlONOF PROPERTY SITUATED IN o UNINCORPORATED COUNTY [jJ OR IN CITY OF FMPrn 1 W...y Street Address (if property is improved): See attached hereto and made a part hereof. Is this property currently: YES NO , Description of personal property included in gross selling price, both Classified or designated as forest land? 0 ex tangible (eg; furniture, equipment, etc.) or intangible (eg; goodwill, agreement not to compete, etc.) Chapter 84.33 RCW N/A Classified as current use land (open space, fann 0 [l and agricultural, or timber)? Chapter 84.34 RCW Exempt from property tax as a nonprofit 0 at I f exemption claimed, list WAC number and explanation. organization? Chapter 84.36 RCW WAC No. (See/Sub) 458-61-420 (1) Seller's Exempt Reg. No. _ _ _ _ _ - _ __' Receiving sl:cial valuation as historic 0 l:X Explanation Government transfers, from property? C pter 84.26 RCW Property Type: o land only o land with new building Bargain and Sale Deed o land with previously used building o land with mobile home Type of Document o timber only [lbuilding only Date of Document January 3, 2003 Priodpal Use: o Apt. (4+ unit) o residential o timber o agricultural o commercial/industrial Gross Selling Price $ Mutual Benefits ~ other Public pool Personal Property (deduct) $ : (I) NOTlCE OF CONTINUANCE (RCW 84.33 OR RCW 84.34) Taxable Selling Price $ -0- Iflhe new owner(s) ofland that is classified or designated as current use Excise Tax: State $ or forest land wish to continue the classification or designation of such Local $ land, the new owner(s) must sign below. Iflhe new owner(s) do not desire Delinquent Interest: State $ to continue such classification or designalion, all compensating or additional tax calculated pursuant to RCW 84.33.120 and 140 or RCW Local $ 84.34.108 shall be due and payable by the seller or transferor at the time Delinquent Penalty $ ~ of sale. The county assessor must determine ifthe land transferred Total Due $ qualifies to continue classification or designation and must so indicate A MINIMUM OF $2.00 IS DUE AS A PROCESSING FEE AND TAX. below. Signatures do not necessarily mean the land will remain in classification or designation. If it no longer qualifies, it will be removed AFFIDA VIT and the compensating taxes will be applied. All new owners must sign. This land o does o does not qualify for continuance. I Certify Under Penalty of Perjury Under The Laws of The State of Washington That The Foregoing Is True And Correct. (See back page of this form). "._______Date - '-- .. . .-.. .-..--..-. .~=:::'::t. ~ ~ ~S~ --- DEPUTY ASSESSOR (2) NOTICE OF COMPLIANCE (Chapter 84.26 RCW) If the new owner(s) of property with special valuation as histork p~oJlCrty Name (print) Lil y Jane Evans ", J,,':; J'lfV\'l ~.... c!"""",,-~"''''''.o!''''I.. ., - _..IY:7} '7 :l Nfl l--<.z I{ '/' '(l -!-l1-fIJ#-;?//fIJPJr t/9\~ 1'7~1 31111 ) , J ~H?;}l-((' 1;;:::0 A8 N018N/HSVM 'AlNnOJ 8N/)f 'TIo~' hAonut2.C: JO Aep p..4 <Z S!L1l paleo , ~ L917€ UOnnlosa~ U! palels se lood aLH JO aJ!llnJasn pElleldwElluO::> aLll JO pua ElLll pue Elsea1 aLll JO WJalleU!6po aLll !O UO!leJ!dxEl aLll '0 ~Ol '9 ^eV'J uo aleU!UJJallleLls SlUeUElM::> 6u!pa::>aJd L1::>ns lie leLll JaAaM04 pap!MJd SElsodJnd UO!leaJ::>ElJ ::>!Iqnd JOJ lood El41 6upJaJsUeJl sluawmop JaLllO JO spaap Aue U! slueuaAO::> 6U!pa::>8Jd aLll a::>eld lIeLls l! le41 SlueuaAO::> All::> a41 'sasodJnd UO!leaJ::>aJ pue s}jJed JOJ 100d aLll aleJado JO 8MJdwI 'ulelulew ol sJaAedxel All::> Aq aUJoq lSo::> a41 01 palelaJ AlqeuoSeaJ aq lI!M saaJ L1::>ns 'IOOd 'a4i 10 ~sn JOJ paSOdLU! aJe Sluap!saJ A1P-UOU JO} saaJ le!lUaJau!p }! leLll SlueuaAO::> Al!::> aLl1 'sluap!saJ A1P-UOU Aq 100d aLll JO asn pue 01 ssa::>::>e PP1SaJJO l!LU!llOU lI!M l! leLll slueuaAo::> Al!::> a41 'UO!leXel awo::>u! 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UO!lBaJ::>aJ JO! pesn aq Ol panunUO::> aq lIeLls lood a4l1e4l slueuaAO::> '090'68'9€ M::>~ Aq p8J!nbaJ S8 'Al!:) aLl1 :SN8ISSV ONV S~OSS3::>::>nS S311~Vd 3H1 8N111:l3N38 ONV 8NIN30Hn8 SlNVN3^O:) 8NINNn~ 38 01 030N31NI 3~V H::>IHM 'SlNVN3^OJ 8NIM0110:l 3H1 01 1::>3rSnS 'U016u!L1SeM 'Aluno:) 6u!)f U! "V'fM '1583 V a6u8C1 'LjJ,JON ~~ d!4SUMO.L 's UO!paS }O vn 3N a41 }O laa} 988 4lJoN a4l!0 laaJ 99€ Lllnos a400 laa} 09'Z~Z lse3 a41 JO leaJ 09'Z6~ 1saM a41 :uo pa1e::>ol 'luawdlnba pue saJnlXlJ 6u!pnpu! '51UaWaAoJdw! AlJadoJd leaJ as041 . ,; .- I CONFORMED COpy Filed For Record At Request Of ~~aMS 20030103002841 PROPERTY SERVI 0 0.00 AFTER R CO DING RETURN TO: PAGE 001 OF 002 King County 01/03/2003 15:23 Asset Management Section KING COUNTY, UA ADM-ES-0500 Room 500 King County Admin. Bldg. E1932193 500 Fourth Avenue 01/03/2e03 15:19 Seattle, WA 98104 KING COUNTY, UA TAX le.00 SALE e.ee PAGE 001 OF 002 BARGAIN AND SALE DEED Grantor - - King County, Washington Grantee - - City of Federal Way Legal -- - - NE 1/4, Sec. 8, Twp 21 N., Rge 4 E., W.M. Tax Aeet.- 0821049001 The Grantor, KING COUNTY, a political subdivision of the State of Washington, for and in consideration of mutual benefits, pursuant to King County Ordinance No. 14555, does hereby bargain, sell and convey unto the City of Federal Way, a municipal corporation of the State of Washington, the following real property improvements, situate in King County, Washington and referred to herein as the "Pool": KENNETH JONES POOL Those real property improvements, including fixtures and equipment, located on: The West 192.50 feet of the East 222.50 feet of the South 355 feet of the North 385 feet of the NE 1/4 of Section 8, Township 21 North, Range 4 East, W.M., in King County, Washington. SUBJECT TO THE FOllOWING COVENANTS, WHICH ARE INTENDED TO BE RUNNING COVENANTS BURDENING AND BENEFITING THE PARTIES SUCCESSORS AND ASSIGNS: The City, as required by RCW 36.89.050, covenants that the Pool shall be continued to be used for recreation facility purposes or other equivalent facilities within the County or City shall be provided. The City covenants that it shall abide by and enforce all terms, conditions and restrictions in King County Resolution 34571, including that the City covenants that the Pool will continue to be used for the purposes contemplated by Resolution 34571, that the Pool shall not be transferred or conveyed except by agreement providing that such lands shall continue to be used for the purposes contemplated by Resolution 34571, and that the Pool shall not be converted to a different use unless other equivalent lands and facilities within the County or City shall be provided. ---.- --. The City covenants that it shall not use the Pool in a manner that would cause the interest on County bonds related to the Pool to no longer be exempt from federal income taxation. The City covenants that it will not limit onestrict access to and use of the Pool by non-city residents. The City covenants that if differential fees for non:-city residents are imposed for use of the Pool, such fees will be reasonably related to the cost borne by city taxpayers to maintain, improve or operate the Pool for parks and recreation purposes. The City covenants that it shall place the preceding covenants in any deeds or other documents transferring the Pool for public recreation purposes provided however that all such preceding covenants shall terminate on May 6, 2010, the expiration of the original term of the Lease and the end of the contemplated useful life of the Pool as stated in Resolution 34571. Dated this 3rd day of -:]aYluaYj ,20&. KING COUNTY, WASHINGTON BY cfU;-/ >/trf/,H~ TITLE laCI /; h '6:7 ;ftu/llfGit! Gut- 'j}, :'--.51 )!y7 '7) V- ~ &W STATE OF WASHINGTON ) ) SS COUNTY OF KING ) I certify that Ka~~ BfVuJn signed this instrument, on oath stated that he was authorize. .py the ing Co ~ty ~eputive to execute the instrument, and acknowledged it as the CI/rfies iwh IV: DlYevfov of King County, Washington to be the free and volun ry act of said County for the uses and purposes mentioned in the instrument. ~~~~Ma fJ "3 J 2003 ~~ ........ A~ ~ ~ ";!~'tON li',,:, ., ~ ::-~"f-.,~...- ~~"O~ ~ " '" ...\*'" a. ~ g f "OUIl,. \ ~ . ; i --- j; NOTARY PU Ie In and for the Stpte ~ cP.....*O I>>C1BL\~ "'/.";ft j of Washington, residing at S et:t-Ht- c...... %J;...t, 5 "~,,.~e:,.l My appointment expires t I-IS-Df ....." I'D .......&-.. ,i> fo ,~ "'11 ' Ir AS" \\\' """..",,\\\\\ . 7'.. EXHIBIT A LEASE AGREEMENT -,", -. ';.-t./V' , <v~~ ^ . . ,- -' \yA -. . . <:.;{~ \ LEA~E AGr.EEHENT T;ns I.USE nllld~ in qUDdrupl1cate thlo -6.th day of May . 1970, by o"d between HNG COUNTY, HA$IIUIGTON. a legal subdivision of thel ~:t.:lt.:~ of 'c!aohington, und FEllliI'.A.L. \.!AY SCHOOL DISTRICT No. 210. King County, '''ash ington, o munic1.pal corporation of tho State of \-loohington: HITI'!E~;~E1'1l : In consideration O( the covenOnts and agreements of the Lcs8~e herein- 8 ft~r set i01.""th, the $chool District does by these presents leaDe and demise unto l~lng County that certain real estate deacribed ao follO\-lO: 'rho. {.!cat l'.:O2.50 feet of the Enot 222.50 feet of the South 355 feet of the }:orth 385 feet of the Northeast Quarter of Section f;, TOl-11lship 21 N, nan;1e4 E.W.M., l~ing County, H33hin3ton TO':;ETm:R \-1ITH an casement for ingresG. egre:>G and utilities over; under, across, and through that portion of the North 305 feet of the East 30 fect of ~ald Section 8 and of the NOl-ell 3~5 feet of the. Northwest; Quarter of Section 9. ( TO\mchlp 21 N, Rnnge 4 R.W.H.. lyinS Wcsterly of 16th Avenue :':outh. The. tc;;:-m of such leasc Ghall he for a period of forty (40) years from the dote above written. I-:ir'0 !.ounty Dccept8 the preiuioes in the present condition Bnd for thc pu'O:'po::;e of ih1:'''ldiat~ly constructing thereon a major indoor Gwinnin::; pool l:in3 County ohall be responsible .:or all charges for utilities or govern- m~ntal chargee that ahould be levi~d against the property and shall keep the property in ~ood repair and luDurcd against all damage and liability resulting from tho uce. thereof. l::.ing County 8hall ilt timeD when facilitieo on tho lenDed premiac:,: ora not to be uccd by King County p~1.'"mit thll School Dlutrict to use Guch fa-.;il1tie8 6ubje.ct to a rental azree~~nt be.tvcen the two agencies. l~in;; ':oul1ty ngrecll to hold the School District harmle:J8 and to Ind.)...nii'y nud defend the School District llr;ainnt any claim or liability [vr (L:ll1J.:l;:;~ to .::my per~on or p-.:opcrty <.ind CO:lta incidant thereto 8rioin& with rc';?ect to the leDsed prcmtol';:s, e:;:ccpt when such d0l11a~e Is a roo~lt of ~chool ~lGtrict sponeo~cd or controlled nctlvitios on tho loased prQmlae$ - --- - . .. -~ . . . - ~ \ : Ol- \i;ll'r~ ~,u;:h dua,ce i:l attributuble to some .:lct or omlGsion of the School Di(: t l'ict. The ~:chool District agrcciJ to hold tang county harmless and to - I InJ'~liInify and defend Una County agaln:it any claill\6 or liability for damar,e . to any p~r!lon or p\"operty and CO$to incident thereto caused by the negligence of the School District or as a result of School District sponsored or con- trolled activitie9 on the leased premise9. snd where such damaga is not attri- butable- to Bome act or omisGion of King County. . , . Thia lease shall he reviewed after ~ years with the intent at this dote that it be renewed for at least the lifo of the buildina on, tha prcmiscs. IN WITt~~S WJmr~OF. tho parties hereto have- hereunto Bet their hands and oea13 the. date-first above written. ( SCHOOL DISTRICT No. 210 KING mUNTY. WASI1INGTON t C Ili- tJ ~ ,< l:fl~ A._/___ Board President - "1 ~rr~:)i;/!~~- G! x{~-,:- ~.- ld ---- / ...... //- - - ----.---- <f- ---- - , --.---- .-' . . . . . . 51':I1'i:: ;):;' t.:M~:lJ:.:.:;'.fOU ) ;\,."".. 0\ GS. . ( COU;:'l': 0;: l':Ii:G ) c~ thi~ ~ dny of May . 1970. before r.:~. the unJorGiCllCd, a Notary Public .1n llnd for the $t;1to of \-l.1shlngton. duly cOtr.iOlis$ioned and s,,,orn. pcrso.liJl1y appeared I John D. Spellman to ~ known to be the individuiJl described in and who executed tho fore- coing in~trumcnt, and ackn~"ledged to me that he signed and sealed this Guid instru~ent as his freo snd voluntary oct and deed for t~e u:;eG and purposes therein mentioned. , GIVEN under my hand llnd official seal this 6th day of May . 1970. i) (l //1. . ( .~ I v )tt--fty /~~L~,___/" ..<:'/ ,U~?A'.' Lc-!../___ NOTARY PlT9L1C in and EWe State ,,of UUShinvn, residing.s ';7,.(' :-<;:r/7!;~ _ ( -. .. -