AG 02-144 - KING COUNTY/FED WAY SD #210
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ASSIGNMENT AGREEMENT
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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.
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. 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
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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
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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
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"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.
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(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
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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
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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.
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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~~
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City Attorney H?J-z. / tIP 4 0",,1/ S
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FEDERAL WAY SCHOOL DISTRICT
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STATE OF WASHINGTON )
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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:
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Notary Public
Print Name -
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STATE OF WASHINGTON )
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COUNTY OF ~\.r"\G )
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I certify that I know or have satisfactory evidence that
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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
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and purposes m~ntioned in the instrument.
Dated:
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STATE OF WASHINGTON )
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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
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CONFORMED COpy
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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.
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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
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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
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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
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,
"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
.
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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:
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King County Patricia A Richardson, City Attorney
Deputy Prosecuting Attorney
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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< ~
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\ ~ ~.~~ 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'
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",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
,.
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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
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EXHIBIT D
Kenneth Jones Pool
Estimated 2003 Annual Operating Costs
Cost Item Amount
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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 $110,638.50
from January 1, 2003 through June 30,
2003
K:\interlocal\Kenneth Jones 12-11-02
Intergovernmental Transfer Agreement
Between King County and the City of Federal Way - 26
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,
CONFORMED COPY
Return Address:
W' ~. &A-
KING G~ <f~1Y SERV~
500 K.G. ADMINISTRATION BLDG. ~0!!~!~A~30~~~40
500 FOURTH AVENUE
SEATTLE, WA 98104
PAGE 001 OF 018 .
01/03/2083 15:23
KING COUNTY, UA
ri."".pd"lorty~lnfonnatloa WASHINGTON STATE RECORDER'S Cover Sheet (RCW65_04)
Document Title(s) (or tr;UL<;actions cootained therein): (ill =':ll applicable to yow: documenl ~ be filled in)
1. Ass t9ntY\2f\t- ^Bree~+-
2.
3.
4.
Reference Number(s) of Documents assigned or released: ..
Additional reference #'s on page ~ of document
Grantor(s) (Last name first, then first name and initials)
~: J.Li'j Cov-n+y
3.
4.
o Additiooal names on page ~ of document.
Grant*:~ (Last namft!;;.l, then fm;t name and initials)
1. C, of :ed$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.
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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
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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
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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-
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"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'"
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(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
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,
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-
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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-
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. '.
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: ~-~
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City Attorney n / G <1. Lu~f/ 5
Pr9/ fl~ fl Lch--zr~ Sc>c,
FEDERAL WAY SCHOOL DISTRICT
BY~
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STATE OF WASHINGTON )
COUNTY OF_ Ki~ ) ss.
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certify that I know Of that
Dated: :]a t\ UJ?Yj '3,;}.OO3
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STATE OF WASHINGTON )
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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 ~~~
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STATE OF WASHINGTON )
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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
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and purposes mentioned in the instrument.
Dated: \J t>.;t.) O~
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My commission expires ~ J J.:LJ oS.
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EXHIBIT A
LEASE AGREEMENT
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, 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
. -~
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\ 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.
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!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~~
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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..
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, ~ 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! IBJapeJ WOJJ ldwaxe aq Ja6uOI ou Ol/oOd a4l 01 pelelaJ spuoq Aluno::>
uo lSeJelU! e41 asne::> PlnoM leLll Jeuuew e U! lood ElLll asn lOU lIeLlS l! le41 slueueAO::> Al!::> a41
'pep!AOJd eq lIeLlS Al!::>
JO Aluno::> aLll U1Lll!M Sa!l!IPBJ pUB spuellUale^lnba JaLllO ssalun asn lUaJawp e 01 palJa^uo::>
aq lOU lIeLls 100d a411eLll pue '~L917€ UO!lnlosa~ Aq paleldwaluo::> sasodJnd aLll JO} pasn
eq 01 anu!luo::> lIeLls Spuel 4::>ns le41 6u!PIAOJd lUaLUaaJ5e Aq lda::>xa paAeAuo::> JO paJJa}SUeJl
aq lOU lIeLlS 100d a4lle4l 'U917€ UO!lnIOSa~ Aq paleldwalUO::> sasodmd a41 JOJ pasn aq
01 enU!luo::> II!M 100d aLll1eLl1 SlueuaAO::> Al!::> 8L111eLll 6u!pnpu! '~L917€ UO!lnlosatj Aluno::> 6u!~
U! SUO!PP1SeJ pue SUO!l!PUO::> 'SWJellle e::>JoJua pue Aq ap!qe lIeLlS l! leLll slUeUaAO::l Al!::> aLl1
'pap!AoJd eq lIeLlS
Al!::> JO ^lUno::> aLll U!L1l!M Sall!!pe! lUa(eA!nba JaLllO JO sesodJnd Al!lpe! 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
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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
.
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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.
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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',,:, ., ~
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; 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" \\\'
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EXHIBIT A
LEASE AGREEMENT
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\ 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 $chool District does by these presents leaDe and demise
unto l~lng County that certain real estate deacribed ao follO\-lO:
'rho. {.!cat l'.:O2.50 feet of the Enot 222.50 feet of the South
355 feet of the }:orth 385 feet of the Northeast Quarter of Section
f;, TOl-11lship 21 N, nan;1e4 E.W.M., l~ing County, H33hin3ton
TO':;ETm:R \-1ITH an casement for ingresG. egre:>G and utilities
over; under, across, and through that portion of the North
305 feet of the East 30 fect of ~ald Section 8 and of the
NOl-ell 3~5 feet of the. Northwest; Quarter of Section 9.
( TO\mchlp 21 N, Rnnge 4 R.W.H.. lyinS Wcsterly of 16th Avenue
:':outh.
The. tc;;:-m of such leasc Ghall he for a period of forty (40) years from
the dote above written.
I-:ir'0 !.ounty Dccept8 the preiuioes in the present condition Bnd for thc
pu'O:'po::;e of ih1:'''ldiat~ly constructing thereon a major indoor Gwinnin::; pool
l:in3 County ohall be responsible .:or all charges for utilities or govern-
m~ntal chargee that ahould be levi~d against the property and shall keep the
property in ~ood repair and luDurcd against all damage and liability resulting
from tho uce. thereof.
l::.ing County 8hall ilt timeD when facilitieo on tho lenDed premiac:,: ora
not to be uccd by King County p~1.'"mit thll School Dlutrict to use Guch fa-.;il1tie8
6ubje.ct to a rental azree~~nt be.tvcen the two agencies.
l~in;; ':oul1ty ngrecll to hold the School District harmle:J8 and to
Ind.)...nii'y nud defend the School District llr;ainnt any claim or liability
[vr (L:ll1J.:l;:;~ to .::my per~on or p-.:opcrty <.ind CO:lta incidant thereto 8rioin& with
rc';?ect to the leDsed prcmtol';:s, e:;:ccpt when such d0l11a~e Is a roo~lt of
~chool ~lGtrict sponeo~cd or controlled nctlvitios on tho loased prQmlae$
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\ : 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
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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
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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!;~ _
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