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HomeMy WebLinkAboutPW18-341 - Original - Recreational Adventures Co. (KOA) - Lower Russell Road Leeve Setback Project Land Exchange - 08/23/2018 T Records Management Document CONTRACT COVER SHEET This is to be conniolleted by the Contract Manager Prior to submission to the City Clerk's Office. AH portions are to be compieted. If you have questions, please contact flhe City Cierk's Office at 253 856 5725. El Blue/Motion Sheet Attached El Pink Sheet Attached Vendor Name: Recreational Adventures Co./KOA .............. ........................................ Vendor Number (]DE): Contract Number (City Clerk): PWQ� _3L_f I ... . ...................... ..........__-------.................—----------- Category: w (,Pn i Aqreement regarding Land Exchange ....... -- -------------- Sub-Category (if applicable) ic*so ar iirm, Project Name: Lower Russell Road Levee Setback Proiect ......... ... ...................................... Contract Execution Date: 8/23/18 Termination Date: N/A Contract Manager: Tim LaPorte Department: PW: Engineering Contract Amount: N/A Approval Authority: 0 Director El Mayor C City Council Other Details: . ................. ............... . ...... ................................... i i Agreement Regarding Land Exchange City of Kent Lower Russell Road Levee Setback Project City of Kent, Washington and Recreational Adventures Co., a South Dakota Corporation King County Tax Parcel Number: 112204-9065 Address: 5801 S. 212th Street, Kent WA 98032 Agreement Date: August 20, 2018 This Agreement Regarding Land Exchange ("Agreement") is made on the date shown above between the City of Kent, Washington, a Municipal Corporation ("Kent" or "the Ciy") and Recreational Adventures Co., a South Dakota Corporation that owns the real property identified above (the "Subject Property"), on which it operates the Seattle/Tacoma KOA RV Park. For convenience, Recreational Adventures Co. will be referred to herein as "KOA." Collectively, the City and KOA will be referred to as the "Parties." RECITALS A. KOA does business at 5801 South 212th Street in Kent as the Seattle/Tacoma KOA RV Park, which consists of a clubhouse, manager's office/residence, retail store, pool, and a campground with 138 RV spaces and 24 tent camping spaces. The 7.42-acre KOA Property and park are shown in the aerial photographs attached and incorporated as Exhibits A and B, respectively. B. Pursuant to an Interlocal Agreement ("ILA") with the King County Flood Control Zone District ("Flood District"), a special purpose district of the State of Washington, the City of Kent will acquire necessary property and property rights for the Flood District to construct the Lower Russell Road Levee Setback Project (the "Project") along the Green River including at the west end of the KOA Property. A copy of the ILA is attached and incorporated as Exhibit C, and it includes a description of the Project. C. To accommodate the Project, the City must acquire from KOA, ultimately by exercise of eminent domain powers if necessary, fee title to approximately 33,852 square feet (the "Acquisition Area") of the 7.42-acre KOA Property, as well as an easement over an additional area comprising approximately 5,265 square feet of the KOA Property (the "Easement Area"), Exhibit D, attached and incorporated, shows the Acquisition and Easement Areas. City of Kent—KOA Agreement for Land Exchange Page 1 D. A total of 30 campsites lie within the Acquisition and/or Easement Area and will be removed to accommodate the Project. The specific campsites and their attendant amenities are described below and in referenced exhibits. E. Prior to the Flood District executing the ILA with the City, the Flood District intended that the entire Project, from property acquisition through Project design and construction, would be undertaken by King County and/or one of its subdivisions (collectively the "County'). To that end, the County obtained an appraisal in April 2015 from Valbridge Property Advisors/Allen Brackett Shedd indicating that KOA should be paid just compensation of $765,000: $743,940 for the fee taking of the Acquisition Area and $21,060 for the easement rights over the Easement Area. The County thereafter sent KOA an offer of $765,000 total for the property and easement. Page 52 of the Valbridge Appraisal, setting forth a recapitulation of the 2015 Valbridge conclusion as to just compensation, is attached and incorporated as Exhibit E. A copy of the County's June 2015 offer letter is attached and incorporated as Exhibit F. F. In response to the County, KOA rejected the offer and suggested that the loss of campsites would eliminate the park's profit margin. A copy of KOA's July 2, 2015, offer- rejection letter is attached and incorporated as Exhibit H. KOA subsequently obtained an appraisal of its own (the "McKee Appraisal") that found just compensation for the taking should be $1,300,000. Exhibit G, attached and incorporated, consists of excerpts from the May 2016 McKee Appraisal. G. KOA and the County were not able to reach an agreement for Flood District acquisition of property or property rights from KOA. The County subsequently executed the aforementioned ILA with the City of Kent, pursuant to which the City is now responsible for acquiring the necessary property and property rights from KOA, by exercise of eminent domain powers if necessary. Despite the City having eminent domain authority, however, the City would prefer, if possible, to reach a mutually satisfactory agreement with KOA to enable KOA to maintain the same number and type of campsites "after the Project"that it has now. H. Adjacent to the KOA Property, the City owns property as shown on Exhibit I, attached and incorporated, which is known as the Green River Natural Resources Area ("City Property"). I. The Parties intend that if it is feasible to do so (as determined pursuant to the procedures set forth below), then: 1. KOA and the City shall exchange the KOA-owned Acquisition Area for a portion of adjacent City Property suitable for construction of replacement campsites of the same type and number that KOA will lose to accommodate the Project; City of Kent—KOA Agreement for Land Exchange Page 2 2. The City will pay monetary compensation to KOA for the Easement it needs to accommodate the Project; 3. To avoid a temporary disruption of KOA's income stream from campsite rentals, the Parties will attempt, prior to cessation of KOA's use of the Acquisition Area, to complete construction of replacement campsites on the City Property conveyed to KOA. If that desired timing cannot be achieved, however, then the City will reimburse KOA for resultant loss of profits; 4. The City will reimburse KOA for the cost to construct "replacement" campsites on the land acquired from the City because the construction of replacement campsites will "cure" the loss of campsites removed to accommodate the Project. J. The Parties also intend that regardless of whether they consummate the desired land exchange in lieu of an "eminent domain acquisition," the City should make KOA "whole" by reimbursing KOA for reasonable attorney fees and certain design/engineering fees, construction costs and other expenses that result from the City's taking and which would arguably be compensable as cure costs, damages, and reasonable attorney and consultant fees payable by the City in the event of an eminent domain trial. In other words, KOA should not be punished financially for studying the feasibility of, and entering into, an agreement such as this, requested by the City, in lieu of the City exercising its eminent domain powers. Likewise, the City should not suffer financial detriment by pursuing this agreement at the behest of the Flood District, and the City will therefore seek reimbursement of those costs from the Flood District for any reimbursements it makes to KOA in accordance with the terms of the ILA. NOW,THEREFORE, the Parties agree as follows: Agreement Section 1. Purpose 1.1. Recitals A through J above are all restated here and incorporated by reference. 1.2. The Parties agree to undertake the tasks set forth below so that each may determine the feasibility of pursuing, and then achieving (assuming feasibility) their mutual, multiple goals of (1) the City acquiring from KOA both (a) the Acquisition Area and (b) certain easement rights over the Easement Area; and (2) KOA acquiring from the City the Replacement Property on which to then build the Replacement Improvements described below. Definitions of capitalized terms in this Agreement are set forth in Section 2, below. City of Kent—KOA Agreement for Land Exchange Page 3 1.3. The Parties agree that their individual and mutual interests are served by this Agreement and therefore that adequate consideration exists to support the mutual promises of the Parties set forth in this Agreement. Section 2. Definitions "Acquisition Area" means the portion of KOA Property required to be conveyed to the City by KOA in fee title to accommodate the Project. "City Property" means the property owned by the City of Kent and referred to as the Green River Natural Resources Area, as identified on Exhibit I. "Closure Days" means the calendar days between the closure of the campsites in the Acquisition Area and the opening of the replacement campsites on the Replacement Property. "Easement Area" means the portion of the KOA Property over which the City will be granted easement rights as set forth in the attached and incorporated Exhibit M. The Easement Area is shown on Exhibit D. "KOA" means the owner of the KOA Property. "Lower Russell Road Levee Setback Project" or "Project" means the levee project described in Exhibit C. "Parties" means the City of Kent and KOA. "Replacement Improvements" means the campsites and attendant amenities that will be constructed on the Replacement Property. "Authorized Replacement Improvements" are those for which the City will reimburse KOA's related construction costs as set forth in this Agreement. The Authorized Replacement Improvements are described in the attached and incorporated Exhibit K. "Replacement Property" means the City Property the fee title to which will be conveyed to KOA by the City to accommodate KOA's construction of the Replacement Improvements. The potential Replacement Property available, from which the KOA may select a portion upon which to construct the Replacement Improvements, is shown on the attached and incorporated Exhibit J. City of Kent—KOA Agreement for Land Exchange Page 4 Section 3. Feasibility determination To allow each party to make a prudent determination as to the feasibility of the land exchange and construction of Replacement Improvements contemplated herein, the Parties shall perform as follows: 3.1. City's identification of possible Replacement Property. Exhibit J, attached and incorporated, identifies the portion of City-owned property adjacent to KOA that the City hereby represents is available as potential Replacement Property, a portion of which KOA may designate as the Replacement Property when it submits drawings pursuant to Section 3.3 below. The City has designated as potential Replacement Property an area larger than the Acquisition Area to provide KOA flexibility in designing Replacement Improvements and connections between those improvements and existing KOA roadways. 3.2. KOA's designation of Replacement Property. To complete its obligations set forth in Section 3.3, below, KOA has already designated its desired Replacement Property, which is shown on a drawing prepared by KOA and attached hereto as Exhibit 0. 3.3. a. KOA's preparation and submission of design drawings and cost estimates for Replacement Improvements on Replacement Property. KOA has submitted, for City approval, a drawing for the proposed construction of Replacement Improvements on the Replacement Property. The Replacement Improvements identified by KOA on its drawing are represented to be those listed and described in Exhibit K, "Authorized Replacement Improvements." The City shall reimburse KOA as set forth in Section 8 below for KOA's costs of preparing this submission. b. Coordination between KOA and City. KOA's designers shall coordinate with Toby Hallock of the City of Kent (see paragraph 3.4.b below) regarding any City questions about KOA's drawings, cost estimates, and related matters. c. Preliminary City approval of drawings. No later than August 20, 2018, the City (through Mr. Hallock) shall notify KOA whether the drawing attached as Exhibit 0 is approved on a preliminary basis pending subsequent submission of cost estimates by KOA. d. KOA submission of cost estimates. After KOA receives preliminary approval of Exhibit O as contemplated in the immediately preceding subparagraph, KOA will use its best efforts, assisted by the City, to provide cost estimates within two weeks for KOA's construction of the Replacement Improvements. KOA shall coordinate with Mr. Hallock to determine any necessary changes to the drawings, as well as any construction details necessary for cost estimating (e.g., the use of pervious paving material versus impervious paving material, as may be discussed between the City and KOA). City of Kent—KOA Agreement for Land Exchange Page 5 3.4. City final review and approval of KOA drawings and cost estimates. 3.4.a. The City is reviewing KOA's drawing (Exhibit 0), will review any future revised drawings, and will review KOA's cost estimates provided pursuant to the paragraphs above. The City will use its best efforts to complete its review of KOA's cost estimates and final drawing within two weeks after they are received from KOA, and to then provide written notice either approving or rejecting KOA's final drawings and cost estimates. The City shall approve the drawings and estimates if the City is able to determine (1) that KOA's cost estimates are reasonable for the construction of Replacement Improvements, and (2) that moving forward with the Agreement is financially feasible as compared with the alternative of acquiring the Acquisition Area and the Easement by paying just compensation in accordance with eminent domain law. The City's approval is further conditioned on the Flood District's approval of the size and location of the Acquisition Area, the size and location of the Replacement Property designated by the KOA, and that moving forward with the land swap as provided for in this Agreement is financially feasible and cost effective for the City and the Flood District. The City presently believes, pending receipt of KOA's final submission as to costs pursuant to Section 3.3, that the "land exchange" arrangement contemplated by this Agreement is feasible, that it is the preferred course for both the City and the Flood District, and that if the City approves KOA's designation of Replacement Property, the Flood District will also approve. 3.4.1b. In addition to reviewing for financial feasibility, the City shall review KOA's drawings to assure compliance with all applicable laws and regulations. To assist KOA in producing a compliant submission, the City hereby designates, as a point of contact with whom KOA may discuss relevant compliance issues, the following City personnel: Name: Tobias Hallock Title: Environmental Engineer II Phone: 253-856-5536 Email: thallock@kentwa.gov 3.4.c. In the event the City rejects KOA's drawings and cost estimates submitted pursuant to Section 3.3 above, the City shall, as soon as possible, provide to KOA a written explanation of the reasons for the rejection. KOA shall then use its best efforts to submit to the City within two weeks a second, revised set of drawings and cost estimates for approval, and the City shall assist KOA in doing so. The City shall provide written notice of approval or rejection no later than one week after receiving this second submission and shall provide written explanation in the event of a second rejection. City of Kent—KOA Agreement for Land Exchange Page 6 3.4.d. Termination. If the City rejects KOA's first submission of drawings and cost estimates pursuant to Section 3.3 above, or if the City rejects KOA's second submission of drawings and cost estimates pursuant to Section 3.4.c. above, then this Agreement shall terminate unless modified and extended by the Parties, in writing, on or before October 1, 2018. 3.4.e. City reimbursement of KOA costs of submissions. As set forth in Section 8, below, the City (with certain exceptions) will reimburse KOA for the costs of preparing the drawings and cost estimates referred to above, even if the City rejects them. 3.5. City's Affirmation of Feasibility. If the City approves KOA's submission of drawings and cost estimates, then the City shall be deemed to have affirmed the feasibility of the land exchange and construction of Replacement Improvements contemplated by this Agreement. KOA shall have an additional feasibility period as set forth in Section 5 below, which affirmation, however, is subject to the ultimate approval of the Kent City Council and Flood District as provided for in Section 6 below. Section 4. Final designation of Replacement Property following City approval of KOA drawings and cost estimates 4.1. If the City ultimately approves the KOA drawings and cost estimates as set forth above, then the City shall, within 15 calendar days after the date of approval, provide to KOA the following: 4.1.a, A survey drawing showing both the KOA Property and the final approved Replacement Property; 4.1.b. A legal description for the Replacement Property; 4.1.c. A proposed deed for a conveyance of the Replacement Property to KOA from the City. 4.14 The City will also begin efforts to assure compliance with all public processes required to remove the Replacement Property from designation as Green River Natural Resources Area and shall address any applicable zoning or conditional use issues so that when the Replacement Property is conveyed to KOA, necessary approvals will be in place to allow the Replacement Property to be used as a recreational campground. Mr. Hallock will remain the point of contact for the City on these matters. Section 5. Feasibility determination by KOA following City's final designation of Replacement Property 5.1.a. Once the City has provided KOA the information set forth in Section 4 above, KOA shall have an additional 30 calendar days as a feasibility period within which City of Kent—KDA Agreement for Land Exchange Page 7 KOA can assure itself that the Replacement Property is suitable, from a constructability standpoint, for the purposes intended. Unless KOA provides written notification during that 30-day period that construction is not feasible as intended, then the Parties shall perform further as set forth in Section 6 below. 5.1.b. Temporary Construction Easement. The City shall provide to KOA a Temporary Construction Easement to allow KOA to enter the Replacement Property from the west, from Russell Road, instead of through existing KOA facilities, to construct the Replacement Improvements on the Replacement Property. 5.1.c. Financial feasibility and financial protection. The City acknowledges that KOA's determination of feasibility will include a cost analysis, and the intent of this Agreement is to "make KOA whole." The City acknowledges KOA's concern that activities pursuant to this Agreement could trigger "frontage improvement requirements" as a necessary development condition and expense, and the City agrees to bear the costs of any such improvements that may be required and then seek reimbursement of the same from tYie District under the terms of the ILA. 5.1.d. Conditional Use Permit and related KOA attorney fees and costs. The Parties agree that no matter what zoning designation may be assigned to the Replacement Property (e.g., M-1 or M-1C), the intent of this Agreement cannot be achieved unless and until KOA is granted a Conditional Use Permit ("CUP") to construct and operate the Replacement Improvements identified in Exhibits K and O, attached, even if the Replacement Property is conveyed to KOA. Stated differently, conveyance of the Replacement Property to KOA would have no value to KOA without the right to build and operate Replacement Improvements. Therefore, the Parties agree that KOA shall not be obligated to perform as set forth in Section 6 below unless and until: (1) a CUP is granted to allow KOA to use the Replacement Property as contemplated by this Agreement, and (2) the Kent City Council agrees to surplus and remove the Replacement Property from the GRNRA and lift the restrictive conditions that limit the scope of use that would otherwise apply to the Replacement Property. Further, because KOA will need to be the applicant for the CUP, the City agrees that it will reimburse KOA for attorney fees, expert witness fees, and related witness travel fees incurred by KOA in seeking the CUP. Section 6. Final City Council approval, Flood District approval, and conveyance of property and property rights and continued use of Acquisition Area and Easement Area by KOA 6.1 As soon as practicable after City staff approval of KOA drawings and cost estimates pursuant to Section 4 above, City staff shall seek final necessary approval from the City Council and from the Flood District to finalize the transaction contemplated by this Agreement. Then, as soon as possible after a CUP has been granted as referenced in Section 5.1.d. above, and (1) approvals have been granted by the City Council and the Flood District, (2) the KOA Feasibility Period established pursuant to Section 5 above has ended, (3) the Kent City Council has declared the Replacement Property surplus to the GRNRA, (4) the Kent City Council has lifted the City of Kent—KOA Agreement for Land Exchange Page 8 I restrictive covenants that otherwise limit the scope of use of the Replacement Property independent of any CUP, and (5) the City can prepare a check for payment contemplated by subparagraph 6.1.d. below, the Parties shall complete the following by mutual exchange of necessary documents and payment: 6.1.a. Conveyance from the City to KOA of fee title to the Replacement Property. 6.1.b. Conveyance from KOA to the City of fee title to the Acquisition Area, by deed in the form attached as Exhibit L to this Agreement. 6.1.c. Conveyance from KOA to the City of an easement in the form attached as Exhibit M to this Agreement. 6.1.d. Payment by the City to KOA for the easement rights conveyed pursuant to Subsection 6.1.c. above in the amount of $21,060.00. 6.2. KOA's continued use of Acquisition Area and Easement Area after transfer of title and easement rights. Neither party shall possess, use, or otherwise occupy the other party's real property until the reciprocal conveyance documents are executed as provided for in Section 6.1. After the conveyance of title and easement rights, KOA may continue to use the camping facilities within the Acquisition Area, free of any monthly rent obligation, until the earlier of: (1) the Authorized Replacement Improvements are built and available for KOA customer use; or (2) the City provides the 30 days' advance written notice provided for in this Section 6.2 that the City's possession of the Acquisition Area is required. The City acknowledges that for business reasons, KOA needs at least 30 days' notice prior to relinquishing possession of the Acquisition Area and relinquishing temporary possession of the Easement Area for City or District installation of a water line. City therefore agrees to give KOA at least 30 days' written notice prior to taking possession of the Acquisition Area, regardless of whether title has been transferred to the City; the City will give the same notice prior to entry onto the Easement Area for water line construction. Section 9 below addresses financial consequences of the City taking possession of the Acquisition Area prior to completion of Replacement Improvements on the Replacement Property. Section 9 also addresses financial consequences in the event water line installation within the Easement Area is not completed in a timely manner. Section 7. Construction of, and payment for, Replacement Improvements on the Replacement Property KOA shall use its best efforts to construct the Authorized Replacement Improvements on the Replacement Property within the timeframe set forth in Section 9.2 below and shall bill the City for reimbursement after completion in accordance with Section 8.3. Prior to commencing construction, KOA will provide the City with a final construction budget to construct the Replacement Improvements, which budget shall be consistent with the cost estimate submitted and approved under Sections 3.4 and 4. The City shall approve this budget by issuing to KOA the Notice to Proceed referenced in City of Kent—KCA Agreement for Land Exchange Page 9 Section 9.2 Step 1.b. below. KOA shall not exceed this approved construction budget without first obtaining the City's advance written approval of a revised construction budget, which approval may additionally be conditioned upon concurrence from the Flood District. The City shall either reimburse KOA for the construction costs thereafter in accordance with Section 8.3, or request additional information or justification, if needed, as to any claimed costs. Section 8. City reimbursement of KOA expenses 8.1. KOA expenses related to negotiation of, and performance pursuant to, this Agreement. The Parties agree that but for the City's Project needs and its ability to exercise eminent domain powers to acquire the Acquisition Area and the Easement it desires, KOA would not entertain a land sale to, or a land exchange with, the City, nor would KOA incur any of the expenses related to performing any of the contractual obligations undertaken pursuant to this Agreement. The City therefore agrees that it will reimburse KOA, in accordance with Section 8.3, for KOA's reasonable expenses incurred in negotiating this Agreement with the City including studying and designing potential Replacement Property and Replacement Improvements and completing any other obligations undertaken pursuant to this Agreement. Reimbursement requests by KOA shall be reasonable, and the City shall not unreasonably withhold reimbursement. 8.2. KOA expenses incurred prior to commencement of negotiation with the City. As set forth in recitals E through G above, the County made an offer more than three years ago to purchase the Acquisition Area from KOA. That offer, under threat of eminent domain, caused KOA to incur $14,000 in expenses related to negotiation, including appraisal fees and attorney fees, before the County ceased negotiating and the City eventually took over the acquisition effort (pursuant to its ILA with the Flood District) resulting in this Agreement. Accordingly, upon KOA's presentation of appropriate proof of such expenses, the City agrees to reimburse KOA for those actual expenses, in an amount no greater than $14,000. The City will then seek subsequent reimbursement from the Flood District on its own. 8.3 Payment of KOA's Direct Expenses. As provided for in this Agreement, the City has agreed to reimburse KOA for stated expenses associated with the District's prior attempt to acquire the KOA Property, and the subsequent expenses the KOA incurs in pursuing this land exchange and the development of Authorized Replacement Improvements on the Replacement Property.These reimbursements will be made in the following three phases: 8.3.a. Prior Acquisition Efforts, Engineering, and Site Work. Within 60 days of KOA's completion of all engineering and site layout work for the Authorized Replacement Improvements on the Replacement Property, KOA will submit a City of Kent—KOA Agreement for Land Exchange Page 10 i reimbursement request to the City that will itemize and detail: (1) the costs incurred by KOA and directly related to the prior acquisition efforts undertaken by the District to acquire a portion of the KOA Property, and (2) the costs incurred by KOA since its I negotiations began with the City concerning this Agreement and the land exchange through completion of KOA's engineering and site layout work. 8.3.b. CUP Process. Within 60 days of KOA obtaining approval of its CUP application, KOA will submit a reimbursement request to the City that will itemize and detail all costs incurred by the KOA and directly related to the CUP process, from the date of KOA's last invoice under Section 8.3.a. through the date the CUP was approved and issued. 8.3.c. Completion of Replacement Sites. Within 60 days of KOA completing all construction of the Authorized Replacement Improvements, KOA will submit a reimbursement request to the City that will itemize and detail all costs incurred by the KOA and directly related to the construction process, from the date of KOA's last invoice under Sections 8.3.a. and 8.3.b. through the date construction was accepted as complete by KOA. 8.3.d. City's Payment of Invoices. Within 45 days of the City's receipt of a complete and accurate invoice from the KOA that complies with the terms of this Agreement, the City will issue its reimbursement payment to KOA. If the City requires additional information or documentation from KOA in order to process KOA's reimbursement request, the KOA will endeavor to get that additional information to the City within 14 days of the City's request. Section 9. Potential City reimbursement of KOA revenue loss. 9.1. Ideal construction sequence. The Parties agree that ideally, to protect KOA's revenue stream, the Replacement Improvements (i.e., the rent-generating campsites) on the Replacement Property would be completed before the closure of the existing improvements (i.e., the rent-generating campsites) that lie within the Acquisition Area. The Parties acknowledge, however, that Project scheduling needs may not allow that sequence. 9.2 Potential City reimbursement for lost profits caused by Project scheduling needs. a. If the ideal construction sequence described in Section 9.1 above cannot be achieved, the City shall reimburse KOA for certain losses calculated as follows, using the data set forth in attached Exhibit N: Step 1: The Parties shall determine the number of"Closure Days"—i.e. the calendar days between the closure of any of the 30 campsites (18 RV sites and 12 tent sites) in the Acquisition Area and the opening of the replacement sites on City of Kent—KOA Agreement for Land Exchange Page 11 the Replacement Property. Of that total, the Parties shall then determine the number of Closure Days attributable to the City or to KOA, respectively, as follows: a. Closure Days between the date the City takes possession pursuant to Section 6.2 above and the date that the City issues a Notice to Proceed as set forth in Section 9.2.a. Step 1.b. below shall constitute "Closure Days Attributable to the City." b. KOA will use its best efforts to complete construction of Replacement Improvements within 90 days once all necessary permits, approvals or authorizations necessary for KOA to commence construction have been granted. Specifically, KOA shall exercise its best efforts to complete construction of the Replacement Improvements within 90 days (the "Authorized Construction Days") after receiving from the City a "Notice to Proceed With Construction of Replacement Improvements." The total number of"Authorized Construction Days" shall constitute "Closure Days Attributable to the City." The Authorized Completion Date shall be the 90th day after the date of the Notice to Proceed. c. The City shall reimburse KOA for losses as calculated below based on the total number of"Closure Days Attributable to the City' as determined in Section 9.2.a. Steps La. and Lb. above. d. The number of Closure Days that may occur ofterthe Authorized Completion Date shall constitute "Closure Days Attributable to KOA." e. The City shall NOT reimburse KOA for any "Closure Days Attributable to KOA." Step 2: Because occupancy/vacancy rates vary seasonally, the "Closure Days Attributable to the City" identified in Step 1 will be established using the 3-year average PCN column in Exhibit N, which is the average rate charged for a particular site during the years 2015-2017, to determine the financial loss attributable to closure of a specific site for a specific number of days during a specific month. Specific campsites are identified by number on the campground site map attached as Exhibit B. Step 3: The number of "Closure Days Attributable to the City" for each site affected shall be multiplied by the 3-year average of daily rates for the affected month identified in Exhibit N data referenced in Step 2 above to determine the total revenue impact for each site affected. Step 4: The Parties agree that results of Step 3 will represent revenue, not profit. The Parties agree that a 50%profit margin for the identified campsites is reasonable. Therefore, using as an example the impact of a closure (attributable to the City) of site number 46 shown on Exhibit B for a period of 23 days City of Kent—KOA Agreement for Land Exchange Page 12 including 11 days at the end of May and 12 days at the beginning of June, Exhibit N would be used to calculate the reimbursement owed by the City as follows: Site #46 11 days in May at $43.66/day= $ 480.26 12 days in June at $46.07/day= $ 552.84 TOTAL = $ 1033.10 Profit at 50% is$ 1033.10 x .5 = $ 516.55 Therefore, the reimbursement owed by the City to KOA for Site#46 would be $516.55. Step 5: When requesting reimbursement from the City pursuant to this Section 9.2, KOA shall provide to the City the calculations described above to support its reimbursement request. The City shall reimburse KOA within 30 days after the City's receipt of a proper reimbursement request. b. Compensation for delays related to installation of water line in Easement Area. The City acknowledges that KOA intends to use the west 15 feet of its property (the Easement Area) for placement or partial placement of a new internal access road it must construct when it conveys title to the Acquisition Area to the City. Accordingly, the City agrees that construction of a proposed water line in the Easement Area shall be completed in a timely manner to avoid closures of campsites. In the event the ideal construction sequence provided for in Section 9.1 is not possible, the Parties shall work together to identify means of reducing impacts to KOA and Closure Costs Attributable to the City under Section 9.2.a.Step 4. For example, KOA may be able to rent sites temporarily without using an internal "west circulation road" or, in the alternative, KOA may be able to provide temporary internal access over certain campsites during construction of the water line in the Easement Area, both of which are actions that will reduce the Closure Costs the City may otherwise be required to pay KOA. Despite using their best efforts, the Parties may be unable to avoid campsite closures caused during water line construction, and if such unavoidable closures occur KOA shall calculate and submit a reimbursement request consistent with the methods set forth in Section 9.2.a. above. Section 10. Notice. Notices provided pursuant to this Agreement shall be provided by email and U.S. Mail as follows: Notice to KOA: Name: Kent Cutler Title: President Phone: 605-335-4950 Address: 140 North Phillips Ave, 4th Floor PO Box 1400 Sioux Falls, SD 57101-1400 Email: Ken tc rrDcufleriawfirm.conl City of Kent—KOA Agreement for Land Exchange Page 13 with a copy to Name: AI Johnson Title: Executive Vice President Phone: 605-381-0317 Address: Box 295, Hill City, SD 57745 Email: aljohnson@racpack.com Notice to the City: Name: Tobias Hallock Title: Environmental Engineer II Phone: 253-856-5536 Email: thallock@kentwa.gov Section 11. Miscellaneous. 11.1 City Council and Flood District—Approval required. KOA acknowledges that the transaction contemplated by this Agreement is expressly conditioned on both the Kent City Council and the Flood District authorizing the the land exchange of the Replacement Property for the Acquisition Area, including the size and location of the Acquisition Area and the Replacement Property included within the land exchange; the amount of the reimbursement of KOA's construction costs for the Replacement Improvements, and the payment to KOA of all other amounts contemplated by this Agreement, which authorization may or may not be granted. City staff believe, however, that both the Kent City Council and the Flood District will likely authorize the contemplated exchange. However, authorization cannot be sought until the Parties have reached a conditional agreement. Accordingly, KOA agrees that the City shall not be liable or obligated for any burden or loss, financial or otherwise, incurred by KOA as a result of the failure of the Kent City Council or the Flood District to grant the required authorization to the Parties' conditional agreement, and KOA expressly waives any claim against the City and its elected officials, officers, employees, representatives, and agents, for any burden, expense, or loss which KOA incurs as a result of such denial, except for those costs expressly provided for under Section 3.4.e. and Section 8, which will be reimbursed to KOA irrespective of any approval/authorization that the City Council or the Flood District may or may not give to an ultimate land exchange and construction of Replacement Improvements. 11.2 Resolution of disputes and governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the Parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the City of Kent—KOA Agreement for Land Exchange Page 14 Parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the Parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section 11.6 of this Agreement. 11.3 Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and KCA. 11.4 Entire agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. 11.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement, which Agreement is effective on the date referenced on the first page above once fully signed. City of K r� 1311 O/ Timothy LaPorte, Public Works Director Approved oform: y White e u City Attorney City of Kent—KOA Agreement for Land Exchange Page 15 Recreational Adventures Co.,a South Dakota Corporation By Kent Cutler President Exhibit List Exhibit A Aerial photo showing KOA Campground and surrounding vicinity Exhibit B Aerial photo showing larger view of KOA Campground Exhibit C Copy of signed Interlocal Agreement between the City of Kent and King County Flood Control Zone District Exhibit D Aerial photo with overlays showing Acquisition Area and Easement Area Exhibit E Excerpt from 2015 Valbridge Appraisal (p 52) undertaken for King County Exhibit F Copy of June 2015 offer letter from County to KOA Exhibit G Excerpts from 2016 McKee Appraisal undertaken for KOA Exhibit H Copy of KOA's July 2015 offer-rejection letter to King County Exhibit I Aerial photograph, with overlay, showing the KOA Property and adjacent City properties Exhibit J Drawing showing the potential Replacement Property available from the City as referenced in Section 3.1. Exhibit K List and description of Authorized Replacement Improvements. Exhibit L Form of deed to be executed by KOA to convey Acquisition Area to City Exhibit M Form of easement required by City from KOA Exhibit N RV rate chart with breakdown Exhibit O KOA drawing City of Kent—KOA Agreement for Land Exchange Page 16 Recreational Adventures Co., a South Dakota Corporation B 1' "'n. . Kent Cutler President Exhibit List Exhibit A Aerial photo showing KOA Campground and surrounding vicinity Exhibit B Aerial photo showing larger view of KOA Campground Exhibit C Copy of signed Interlocal Agreement between the City of Kent and King County Flood Control Zone District Exhibit D Aerial photo with overlays showing Acquisition Area and Easement Area Exhibit E Excerpt from 2015 Valbridge Appraisal (p 52) undertaken for King County Exhibit F Copy of June 2015 offer letter from County to KOA Exhibit G Excerpts from 2016 McKee Appraisal undertaken for KOA Exhibit H Copy of KOA's July 2015 offer-rejection letter to King County Exhibit I Aerial photograph, with overlay, showing the KOA Property and adjacent City properties Exhibit J Drawing showing the potential Replacement Property available from the City as referenced in Section 3.1. Exhibit K List and description of Authorized Replacement Improvements. Exhibit L Form of deed to be executed by KOA to convey Acquisition Area to City Exhibit M Form of easement required by City from KOA Exhibit N RV rate chart with breakdown Exhibit 0 KOA drawing City of Kent—KOA Agreement for Land Exchange Page 16 EXHIBIT A To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] « g [ / . � } \ « § 0- $ ( \ }® e z f» ) 3 }) } \/ \ \ \ v . � \ > # < \ \ �\ LLJ z { < g , \ . " i \ : u : § \ u w / £ - - ) «> ' womw , LLJ / / \ ©v EXHIBIT B To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] htdlIMW1MS a k W cauu g�� I n OR c w 0 " .° ;a a e s a`� �rI Qm m, E r U ma !7 ry ' V # r- rus `,ko 611 �-4�Y.aJ - v con L « A O to t F 1/y N N pp t N yam! I pp(� tl, y{ rMG M yVR N Vl 3 N U ` M q py O o N CL .. 6 L} i%� W m Oi✓ _� G u 3 ' Ln .r w eft � LL Li Cu c c w r w QQ _ O= n �+ LL Q1 OI a t V F- 00 N Z I ^ J4, Iy u 1 V1 EXHIBIT C To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] FCD2018-02 AGREEMENT REGARDING PROPERTY ACQUISITION Lower Russell Road Levee Setback Project River Mile 17.85 to 19.25, Right Bank THIS AGREEMENT REGARDING PROPERTY ACQUISITION ("Agreement") relating to the Lower Russell Road Levee, River Mile 17.85 to 19,25, Right Bank, is entered into on the last date signed below by and between the CITY OF KENT, a Washington municipal corporation ("City"), and KING COUNTY FLOOD CONTROL ZONE DISTRICT, a special purpose district of the State of Washington ("District") (collectively, the "Parties"). 1 RECITALS A. PVe Lower Russell Road Levee ("Levee") is a key part of the Green River levee system. The District desires to acquire necessary real property and real property interests to improve the Levee, provide better flood and scour protection, and assist the City in obtaining FEMA accreNitation of the Levee. 'Fhe Levee improvement will hereafter he referred to as the "Project" The area of the Project is the right bank of the Green River from River Mile 17.85 to 19.25, more commonly known as the right bank between S 212'n St. and S. 228"' St. B. The Water and Land Resources Division of the King County Department of Natural Resources and Parks ("WLRD"), is service provider to the District pursuant to an interlocal agreement with the District. On behalf of the District, WLRD manages, operates and maintains a major portion of the Green River levee system, and acquires real property and real property interests for District projects. C. The City has agreed to acquire the necessary real property and real property interests on behalf of the, District to construct the Project, The Parties intend for the City to complete the acquisitions as soon as possible with a goal of completing them by end of 2018. D. The preliminary plan for the Project is to increase the height(if the Levee to achieve the Lower Green River Interim System-Wide Improvement Framework's provisional flood protection goal of 0.2% annual chance (500-year) or 18,800 cfs (as measured at Auburn USGS gage), plus three feet of freeboard. E. by the City for .0,, , adopted on , 201# the District approved acquisitions AGREEMENT -1- In consideration of the rights and obligations set forth in this Agreement, which constitute good and valuable consideration, the Parties agree as follows: Jii gPrVorotion of Recitain �'Definitions. All recitals above are hereby incorporated in and ratified as part of this Agreement. The District Executive Director or designee shall have the discretion and right to perform the functions of the District in this Agreement, unless otherwise provided in this Agreement. 2. Acquisition and Transfer 0 Real 9)r„z cmrty. a. The City shall acquire title to and interests in real property ("Real Property") that the District determines to be necessary for ownership, construction, installation, operation, maintenance, repair, replacement and removal of the Project in accordance with this Agreement. In acquiring Real Property, the City shall use procedures approved by the District, and shall comply with all applicable laws and regulations, including but not limited to: (i) the Washington State Department of transportation Right of Way Manual (M26.01.17); (ii) Chapters 8.12, 8.25, and 8.26 RCW; and (iii) Chapter 308-125 WAC. In acquiring Real Property, the City shall acquire the Real Property in a size and location approved by the District. For each Real Property acquisition, the City (i) shall prepare and submit to the District, prior to the commencement of the acquisition process, a schedule that includes but is not limited to work tasks, task durations, and task linkages, and (ii) communicate regularly with WLRD and the District, providing written reports when requested by WLRD or the District. K The District shall approve before execution by the City all documents for the acquisition and transfer of Real Property. Any easements granted by the City to the District shall be in the form of the standard River Protection Easement in Reference 8P to the King County Surface Water Design Manual, or in a different form acceptable to the District. C. The District shall approve before expenditure by the City any individual cost or expense that exceeds $10,000 in the City's acquisition or transfer of Real Property pursuant to this Agreement_ The District will reimburse the City for costs and expenses in accordance with Section 3 of this Agreement. d. The City already has acquired title to certain Real Property described in Exhibit A, attached hereto and incorporated herein. The acquisition cost for such Real Property is stated in Exhibit A (a total sum $1,023,550,00), The District ratifies and confirms the acquisition of this Real Property. Upon the District's reimbursement to the City of the full acquisition costs for the Real Property identified in Exhibit A, the City shall grant to the District the easements provided for by Section 2(a) of this Agreement. The District's reimbursement under this Section 2(d) shall be paid to the City prior to the City's execution of the easements but in no event shall the District make such -2- reimbursement later than 30 days following the City's submittal of the reimbursement request. Before the commencement of construction of the Project, the City shall remove any structures on the Real Property at its own cost and expense. C. The City shall acquire title to a portion of the KOA Campground property (Tax Parcel Number 112204 9065) ("KOA Property") that (i) allows for ownership, construction, installation, operation, maintenance, repair, replacement and removal of the Project and (ii) allows for a recreational trail connecting the Green River Trail to South 2121h Street ("Recreational Trail"). After acquisition of the KOA Property,the City shall grant to the District an easement over the KOA Property that will allow the District to own, construct install, operate, maintain, repair, replace and remove the Project. As part of the regular communication with the District regarding the acquisition of the KOA Property, the City shall submit to the District background information, appraisals, analysis and negotiations with the owner of the KOA Campground property. The District shall reimburse the City for acquisition of the KOA Property in accordance with Section 3. f. If the City's acquisition of the KOA Property is conditioned upon transfer of a portion of the Green River Natural Resources Area("GRNRA")(Tax Parcel Numbers 112204 9015 and 112204 9083) ("Transferred Property") to the owners of the KOA Campground property, the District must approve before transfer the size and location of the Transferred Property (estimated to be 0.8 acres based on conceptual site layout provided by KOA Campground on February 2, 2016), as well as the cost of the acquisition of the KOA Property. The City shall not acquire the KOA Property unless the District determines that the acquisition of the KOA Property is cost effective for the District. If the District approves the acquisition of the KOA Property, the District shall support the City's efforts to release the covenant on the GRNRA property, which has recording number 9408051537 ("GRNRA Covenants"), if such release is necessary to complete the acquisition. g. If necessary to compensate for impacts of the Project on the GRNRA Covenants, the City shall acquire the Suh Properties (Tax Parcel Numbers 000620 0020 and 000620 0032). Upon acquisition, the Suh Properties shall remain in City ownership. The District shall reimburse the City for the Suh Properties acquisitions in accordance with Section 3 of this Agreement. 3, Reimbursement of City F.xnenditure.c—General -3- a. As provided for in this Agreement, the District will reimburse the City all costs and expenses incurred by the City to acquire or transfer the Real Property ("City Costs") in accordance with this Section. b. Excluding the reimbursement due under Section 2(d) and related to the City's acquisition of the Real Property described in Exhibit A, the maximum reimbursement for City Costs shall be $700,000.00. c. Reimbursement requests for City Costs, within the budget provided for under Section 3(b), may be submitted by the City after title to or interest in Real Property has been completed and on a no more frequent basis than once a month for such Real Property that was approved by the District. The requests shall be in a form and shall contain information and data as required by the District. Upon receipt of a request for reimbursement, the District may request the City to provide a status or progress report concerning all acquisitions of Real Property that are not the subject of the request. The District may delay payment until receipt of this report. d. The District shall review the requests to confirm that they are reimbursable and payable under this Agreement. The District shall endeavor to complete such review and pay the reimbursement within forty-five (45) days of receipt of a request. e. Except for the reimbursement of City Costs for the Real Property described in Exhibit A, the District may postpone review of a City request for reimbursement where all or any part of the request is inaccurate or incomplete. The District shall notify the City of any inaccuracies or incompleteness within thirty (30) days of receipt of the request. The City shall provide all additional information or data within thirty (30) days of the District's request for such additional information or data. If the request is still inaccurate or incomplete in the opinion of the District, the dispute shall be resolved in accordance with Section 5 of this Agreement. After resolution of the dispute, the District shall pay reimbursement as provided in this Section. f The District also may postpone payment of any portion of a request for reimbursement where the City is delinquent in the submittal, preparation or completion of any document or work required by this Agreement and related to the Real Property that is the subject of the request for reimbursement. 4. DtgwuliQ,31 I 1 feeliv' I"itte, This Agreement shall take effect on the date on which the second party signs this Agreement, and shall remain in effect until all terms of this Agreement are completed or four (4) years from the effective date of this Agreement, whichever occurs first. .4_ 5. Dispute...Rgswo,taboo. The Parties will seek to resolve any disputes under this Agreement as follows: a. In the event that any dispute arises between the Parties as to the interpretation or application of any term of this Agreement, or as to the validity of any claim made by either Party against the other as a result of this Agreement, and the Parties are unable to resolve the dispute through negotiations, the Parties agree to participate in a nonbinding, neutral evaluation and mediation of their dispute at a mutually agreeable location prior to commencing legal action, Either Party may request that any dispute be submitted to neutral evaluation and mediation at any time upon giving written notice to the other Party. b. Upon giving notice by either Party as provided above, the Parties shall attempt to select a neutral person to evaluate and mediate the dispute. If, after thirty (30) days, the Parties camtot agree on any of the persons named, or if acceptable persons are unable to serve, or if for any reason the appointment of a neutral person cannot be made, either Party may terminate the dispute resolution process or the Parties may, by agreement, seek other means of resolution. C. Each Party shall promptly disclose to the other any circumstances known by it that would cause justifiable doubt as to the independence or impartiality of any individual under consideration or appointed as a neutral mediator. Any such individual shall promptly disclose such circumstances to the Parties. If any such circumstances are disclosed,the individual shall not serve as neutral mediator unless both Parties agree in writing. d. The neutral mediator's charges shall be established at the time of appointment. Unless the Parties otherwise agree, the fees and expenses of the neutral mediator shall be split equally and each Party shall bear its awn costs and expenses. e. The mediation session is intended to provide each Party with an opportunity to present its best case and position to the other Party and the neutral mediator and for the Parties to receive opinions and recommendations from the neutral mediator. The neutral mediator shall facilitate communications between the Parties_, identify, issues, and generate options for settlement. The neutral mediator shall also discuss with each Party separately the neutral mediator's opinion and evaluation of the strengths and weaknesses of that Party's position. The terms of any settlement made by the Parties as the result of the mediation shall be set out in writing. f. The dispute resolution process identified in this Section is a compromise negotiation. The Parties agree to maintain in confidence all offers, promises, conduct, and statements, oral or written, made in the course of the mediation by either of the Parties, their agents, employees, experts, representatives or attorneys, or by the neutral .5- i mediator and agree that the same shall be deemed negotiations in pursuit of settlement and compromise and not admissible or discoverable in subsequent legal proceedings pursuant to Washington Evidence Rule 408. The neutral mediator shall be disqualified as f a trial or deposition witness, consultant, or expert of either Party. g. In the event that the Parties are unable to resolve the dispute through the dispute resolution process established in this Section, the Parties reserve any and all other rights and remedies available to each of them regarding such dispute. 6. "Third Parties. This Agreement and any activities authorized hereunder shall not be construed as granting any rights or privileges to any third person or entity, or as a guarantee or warranty of protection from flooding or flood damage to any person, entity or property, and nothing contained herein shall be construed as waiving any immunity to liability to the City, the District or King County, granted under state statute, including Chapters 86.12 and 86.15 RCW, or as otherwise granted or provided for by law. 7. Liens and Encumbrances. The City acknowledges and agrees that it will not cause or allow any lien or encumbrance arising from or related to this Agreement to be placed upon the real property interests of King County or the District. If such lien or encumbrance is so placed, King County or the District shall have the right to remove such lien and charge back the costs of such removal to the City. If there are pre-existing encumbrances which are required to be removed by the City in order to construct the Levee,the costs will be reimbursable by the District as described in Section 3 of this Agreement. 8. Indemnification. To the maximum extent permitted by law, each Party shall defend, indemnify and hold harmless the other Party, and all of its officials, employees, principals and agents, from any and all claims, demands, suits, actions, fines, penalties and liability of any kind, including injuries to persons or damages to property, arising out of or relating to any negligent acts, errors or omissions of the indemnifying Party and its contractors, agents, employees and representatives in performing these obligations under this Agreement, unless such damages and injuries to persons or property are caused by or result from the sole negligence or willful misconduct of the District or its contractors, employees, agents, or representatives, or the City or its contractor or employees, agents, or representatives. Each Party's obligation hereunder applies only to the extent of the negligence of such Party or its contractor or employees, agents, or representatives. This indemnification provision shall not be construed as waiving any immunity granted to the City, the District, or King County, under state statute, including chapters 86.12 and 86.15 RCW, as to any other entity. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each Party's immunity under industrial insurance, Title 51 RCW, as respects the other Party only, and only to the extent necessary to provide the indemnified Party with a full and complete indemnity of claims made by the indemnitor's employees. This waiver has been mutually negotiated. _(_ 9. Insuran.ce,, Each Party recognizes that the other is self-insured and accepts such coverage for liability arising under this Agreement. Should any Party choose not to self-insure, that Party shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence with an additional excess liability policy of not less than Ten Million Dollars ($10,000,000) and will provide the other Party with a certificate of insurance and additional insured endorsement that will name the other Party as an additional insured. 10. Entire Me,nV,,Arnendment This Agreement, together with Exhibits A, B, and C, represents a full recitation of the rights and responsibilities of the Parties and may be modified only in writing and upon the consent of both Parties. 1 11 Bin-d�in&N-atu-re. The rights and duties contained in this Agreement shall inure to the benefit of and are binding upon the Parties and their respective successors in interest and assigns. 12. N( icgs,,.!l�nications and Documents. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by either Party (collectively, "notices") shall be in writing and shall be validly given or made to the other Party if delivered either personally or by Federal Express or other overnight delivery service of recognized standing, or if deposited in the United States Mail, certified, registered, or express mail with postage prepaid, or if sent by electronic mail. If such notice is personally delivered, it shall be conclusively deemed given at the time of such delivery. If such notice is delivered by Federal Express or other overnight delivery service of recognized standing, it shall be deemed given one business day after the deposit thereof with such delivery service. If such notice is mailed as provided herein, such shall be deemed given three business days after the deposit thereof in the United States Mail. If such notice is sent by electronic mail, it shall be deemed given at the time of the sender's transmission of the electronic mail communication, unless the sender receives a response that the electronic. mail message was undeliverable. Each such notice shall be deemed given only if properly addressed to the Party to whom such notice is to be given as follows: To City: Tim LaPorte, Public Works Director 220 Fourth Avenue South Kent, WA 98032 Phone: (253)856-5500 Email: tlaporte@KentWA.gov -7- To District: Michelle Clark, Executive Director 516 Third Avenue, Room 1200, W-1201 Seattle, WA 98104 Phone: (206) 477-2985 Email: michelle.clark(-( kingcounty.gov Any Party may change its address for the purpose of receiving notices as herein provided by a written notice given in the manner aforesaid to the other Party. 13. Mutual Relgso. Cot sideratio t. As part of the consideration for this Agreement, the Parties agree to mutually release any and all claims known or unknown related to prior reimbursement requests between City and District and resolved through the mutual promises and performance under this .Agreement. 14. Severability. if any provisions of this Agreement or its application are held invalid, the remainder shall not be affected. 15. Authority. The undersigned warrant that they have the authority duly granted by their respective legislative bodies to make and execute this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement, which shall become effective on the last date signed below. CITY OF KENT KING COUNTY FLOOD CONTROL ZONE DISTRICT Ralph � / Reagan Dorm Its: Mayor Its: Board Chair DATE:... I_�� I _ .,_, _._... ... DATE: APPROVI " TO FORM: APPRO'VI A f �MM: By"-- By:_.. . ... Cr y Atttrt'rtcy - District A t~ney -8- EXHIBIT A The City acquired title to the following Real Property prior to the effective date of this Agreement: Parcel No. Seller Sales Price 102204-9153 Jeanne Hamilton $ 211,750,00 102204-9024 Tam &Janlce Baxter $ 192,500.00 000620.0011 Mary JoTorgeson $ 338,300,00 000620.0017 Kimberly Voss $ 281,000.00 Total $1,023,550.00 -9- EXHIBIT D To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] — - e2 (( / / }\ / w \ / ƒ 2 y \ > 0 g : \) e % §) \ S {/ \ \ \ \ \ \ (\ \ �\ LLJ Z u ? , 2 < : / © � 4 2 c n 0 z \ } [ > . l EXHIBIT E To I City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] As mentioned previously, it is our understanding that in the case of the subject, this is a perpetual easement for the purpose of accessing and constructing, inspecting, monitoring, reconstructing, maintaining, repairing, modifying and removing river bank protection and/or other flood related works, including installing, inspecting, maintaining and removing all vegetation and any other appurtenances thereto across, in, under, on the property to access the easement area, together with reasonable ingress and egress upon the easement area and not to remove or otherwise alter any improvements installed by the city, including any native vegetation that may be planed and any flood protection works that may be constructed within the easement area without the approval of the city. Therefore, we have concluded 50% of the fee simple value for this easement ($8.00/SF x 50% = $4.00/SF). Therefore, the value of the levee maintenance easement is summarized as follows: Levee Maintenance Easement: 5,265 SF x $4.00/SF = $21,060 A breakdown of total acquisition is as follows: ALLOCATED AS FOLLOWS: "BEFORE"VALUE: $4,395,000 "AFTER"VALUE: $J 6,j(h l„t7,Q VALUE DIFFERENCE $765,000 RECAPITULATION VALUE OF PART TAKEN: $743,940 DAMAGES TO LAND (LEVEE ESMT.): $21,060 LESS BENEFITS: $0 TOTAL OF ACQUISITION (RND): $765,000 ValbridgePiu :mtyAdviares I Allan Brackett `yhedrl � .. .� Page33 14-0242mb Copyright(0 2015 EXHIBIT F To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] LQ King County Department of Natural Resources and Parks Director's Office King Street Center 201 South Jackson Street, Suite 700 Seattle, WA 98104-3855 June 3, 2015 Recreational Adventures Co. c/o John Casey Curran Law Firm 555 West Smith Street Kent Wa. 98032 RE: Russell Road Levee Kent KOA—Parcel 112204-9065 Dear Sirs: This is a formal offer from King County to purchase a 0.78 acre portion of the above-referenced 7.42 acre parcel together with an adjoining 15 foot wide easement, located along the Tolt River, according to the terms outlined in the enclosed Purchase and Sale Agreement . The offer of Seven Hundred and Sixty-Five Thousand Dollars and No/100 (US$765,000.00) is based on a fair market value appraisal established by an independent state certified real estate appraiser. A copy of the preliminary title report is enclosed. The sale of your property will be subject to an onsite environmental inspection prior to closing. Any liens or encumbrances will also need to be addressed and/or removed prior to closing. Should you find everything in the agreement acceptable,please sign both sets of original, keep one signed original for your records and return a notarized original to: Brad Schabert King County Water and Land Resources Division Open Space Acquisitions Unit 201 South Jackson Street, Suite 600 Seattle, WA 98104-3855 Upon receipt of the notarized Purchase and Sale Agreement, King County will initiate escrow to facilitate a timely closing. The expiration date of this offer is June 30, 2015. The Acquisition Project Manager assigned to this project is Brad Schabert. Should you have any questions, please feel free to contact Mr. Schabert at 206-477-4823. Recreational Adventures Co, June 3, 2015 Page 2 I We look forward to hearing from you in the near future. Sincerely, Christie True Director Enclosures cc: Mark Isaacson, Division Director, Water and Land Resources Division (WLRD), Department of Natural Resources and Parks (DNRP) Linda Holecek,Acquisition Supervisor, Open Space Acquisitions Unit, WLRD, DNRP Brad Schabert, Project Manager, Open Space Acquisitions Unit,WLRD, DNRP EXHIBIT G To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] Appraisal Of Seattle/Tacoma KOA Property Appraisal of Real Property: RV Park Before and After Partial Taking Location: 5801 S 212th 9t Kent,Washington F ffeetive Dole of Aamraisai: May 12, 2016 Prepared foi John Casey Curran Law Firm Appraised(ram Kenneth A. Barnes, MAI,CRE Amy Grandstrom,MAI McKee Appraisal Real Estate I Consulting 1200 Gth Avenue Su to 1805 Seattle Waglrimq 9851, 1 I AOb.Aei1.&N69i I nnxdxnrzn I Lev 1416..438F5PtA Reference No. 3535 i McKee Appraisal Real Estate Consulting June 19,2017 Mr.John Casey Curran Law Firm Via Email Property Name: Seattlefl'acoma KOA Property Description: Appraisal of Real property-RV Park Before and After Partial Taking King County Parcel No. 112204-9065 Address: 5801 S 212th St Kent,Washington McKee Appraisal Reference 35357 Dear Mr. Casey: At the request of Curran Law Firm, we have prepared an appraisal of the compensable change in value to the subject resulting from the acquisition of property rights for King County's Lower Russell Road Levee Setback project. The proposed acquisition is at the western end of the site and includes 33,852 sf that will be acquired in fee. The basis for just compensation consists of the difference between the value of the subject property Before the acquisition and the value of the remainder. As a result of our investigation and analysis, our conclusions are: Description Value Fair Market Value-Before Acquisition $7,300,000 Less Fair Market Value-After Acquisition $6,000,000 Difference-Basis for Just Compensation* $1,300,000 * Please note that the After valuation assumes that the property has been reconfigured and is fully operational as of the date of value. It is prior to consideration of potential damages to the remainder in the form of costs to cure. These issues have not been resolved at the time of appraisal and we do not have reliable cost estimates to account for the reconfiguration costs. 1200 6th Avenue,Suite 1805,Seattle,Washington 98101 7e1:206343.8909 I www.msrealcom I Fax:206.386.5777 Transmittal Letter Seattle/Tacoma KOA Campground McKee Appraisal Reference 35357 June 19,2017 Page 2 Therefore, as an extraordinary assumption, we assume that the property will be reconfigured and the remaining RV/camping sites will be functional in the After condition, at no cost to the owner.The above value estimates are commensurate with a reasonable marketing period and exposure time of one year. This appraisal has been prepared in conformity with the Unuform Standards of Professional Appraisal Practice (USPAP). It has been prepared in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute, and is subject to the attached Certification, Assumptions Sa Limiting Conditions, as well as specific assumptions contained herein. This appraisal has also been prepared in conformity with the appraisal standards and scope of work required by the client. Respectfully submitted, Kenneth A. Barnes,MAI,CRE Amy Grandstrom,MAI WA State-Certified General Real Estate Appraiser(1100578) WA State-Certified General Real Estate Appraiser(1101666) .......... McKee Appraisal Real Estate Sarvices&Consulting,Inc Ref.No.57357-Seatt*79come KOA,Kant, WA Neighborhood Description and Market Analysis ♦ 8 Appraisal Description Summary of Appraisal This is an appraisal of the compensable change in value to the subject resulting from the acquisition of property rights for King County's Lower Russell Road Levee Setback project. The basis for just compensation consists of the difference between the value of the subject property Before the acquisition and the value of the remainder. As a result of our investigation and analysis,our conclusions are: Fair Market Value-Before Acquisition $7,300,000 Fair Market Value-After Acquisition $6,00Q0o0 Difference (Before Value minus After Value) $1,300,000 Basis for Just Compensation* $1,300,000 "Please note that the After valuation assumes that the property has been reconfigured and is fully operational as of the date of value. It is prior to consideration of potential damages to the remainder in the form of costs to cure. These issues have not been resolved at the time of appraisal and we do not have reliable cost estimates to account for the reconfiguration costs. Therefore, as an extraordinary assumption,we assume that the property will be reconfigured and the remaining RV/camping sites will be functional in the After condition, at no cost to the owner. Please refer to the ROW Map at the beginning of this section,which visually depicts the area to be acquired. The proposed acquisition is at the western end of the site and includes 33,852 sf that will be acquired in fee. Based on conversations with Erik Peters, the King County Project Manager, our understanding is that no additional temporary rights are needed at this time and there would be no additional development restrictions or setbacks on the remainder property. The new levee will be located further back from Green River with a taller, sloped grassy area and a levee trail. The acquisition will result in a total loss of 33 RV and camping sites. This is based on the appraiser's estimate,which will be explained in more detail later in the report. However,five of these sites are excluded due to the circulation road falling outside of the property boundaries in the Before situation (five of the current sites would be lost in the before if the circulation road were reconfigured to be entirely on the subject site).Therefore,we have considered only the loss of 28 sites to be compensable. The loss of 28 total sites represents a loss of about 18% of the property's total capacity; relative to only the RV sites, this represents a roughly 12% loss. A summary of the sites assumed to impacted before and after is as follows: McKee Appraisal Real Estate Services&Consulting,Inc. Ref.No.37357—Seatfle/Tacoma KOA,Kent, WA Neighborhood Description and Market Analysis ♦ 9 Before less sites in Before After Count Road ROW Count take Count Full Hookups 62 -3 59 11 48 50 Autp-No Cable 16 0 16 1 15 50 Amp-Cable 11 0 11 0 11 Cable 34 0 34 0 34 Water&Electric 15 -1 14 4 10 Electric Tent 10 -1 9 4 5 Tent-no services 14 0 14 8 6 Other(PL,Gz) 27 0 27 0 27 TOTAL: 189 -5 184 28 156 Excluding"Other": 162 -5 157 28 129 RV only(includes TPE)_ 138 -4 134 16 118 Fair Market Value Definition The purpose of this appraisal is to estimate the Fair Market Value of the fee simple estate of the subject property both before and after the acquisition. The following definition of Fair Market Value is from the Washington Pattern Jury Instruction 150.08: Fair market value means the mnount in cash that a well-informed buyer, milling but not obliged to buy the property, would pay, and that a well-informed seller, willing but not obligated to sell it, would accept, taking into consideration all uses to which the property is adapted or may be reasonably adaptable. Property Identification The subject is a commercial property located in the City of Kent. The subject is known as the Seattle/ Tacoma KOA RV Park and is located at 5801 S.212th Street in Kent,Washington. Legal Description The subject may be described as King County Assessor Parcel Number 112204-9065. Please see the Site Map and other exhibits located within this report for a visual representation of our understanding of the subject property boundaries. We have not reviewed a title report and assume that there are no unapparent easements or restrictions that affect the property to a degree that the value conclusions would be impaired. McKee Appraisal Real Estate Services&Consulting,Inc. Ref.No..77J57—Geattle/Tacomo HOA,KeM, WA Neighborhood Description and Market Analysis ♦ 10 Larger Parcel In condemnation, unity of ownership, contiguity, and unity of use are the three conditions that establish the larger parcel for the consideration of severance damages. This is an appraisal of the larger parcel. Client,Intended Users and Intended Use The client is John Casey of Curran Law Firm, The intended user is client and other parties specifically designated by the client. The intended use is solely to assist the client with decisions regarding a potential partial acquisition of the subject property. No other use or user is authorized. Appraisal Methods This appraisal is intended to conform with the Uniform Standards of Professional Appraisal Practice,and to the legal requirements and standards for eminent domain acquisition appraisals in Washington State. The scope of this appraisal includes research and analysis of a wide range and variety of information. The appraisal report is summary in format, documenting and discussing the most relevant data with additional details retained in file. This appraisal includes a number of assumptions and conditions,as documented herein. Considering the requirements for eminent domain appraisals in Washington State, this appraisal first addresses the value of the larger parcel "beft7rg" the acquisition, and then analyzes the value of the same property "after" the acquisition, for the primary purpose of estimating the change in value(the difference between the before and after values, and the basis for just compensation for eminent domain acquisition). In summary, the value of the property is diminished by loss of the acquired property,and this appraisal estimates the change in value. Scope of Work This appraisal is complete in terms of the scope of research and analysis. In the course of tlus assignment, we reviewed information regarding the subject property and the project. This included review of the information available from the King County assessor, recorder and other public information. We also contacted officials at King County to understand the acquisition, including Erik Peters, the Project Manager, and Brad Schabert, Real Property Agent, and spoke with Cynthia Riege, Engineering Technician III, at the City of Kent regarding potential development/reconfiguration issues. The owner provided a substantial amount of operating history information that was reviewed and analyzed, as well. We also reviewed zoning and legal restraints, neighborhood economics, and other relevant information from a variety of sources. McKee Appraisal Real Estate Services&Consulting,sic. Ref Na.37357—Seatoe/Tacoma KOA,Kent, WA Neighborhood Description and Market Analysis ♦ 11 i All three approaches including the Cost,Sale Comparison and Income Approaches, are applied Before and After the acquisition. The Cost Approach included research and analysis of relevant land sale comparisons and utilization of the Marshall Cost Manual. In the Sale Comparison Approach, we researched numerous potential local and national sales. The comparisons were then adjusted for market conditions and physical/functional differences to Indicate a value for the subject property. The Income Approach entails research on rent comparisons, expense comparisons, and capitalization rate indications. It also includes a comprehensive review and analysis of past income and expenses at the subject. This data was analyzed and distilled into forecasts used in the direct capitalization analysis. In the end,the results of the three approaches were reconciled based on the reliability and relevance of each method. The results of our analyses and our final value conclusions are documented in the attached report. Overall, the scope of research and analysis in this report is adequate to support the value conclusions. Property Rights Appraised The property rights appraised are a fee simple (absolute) interest in the property,subject only to the existing easements of record and to the four powers of government in the United States (taxation,eminent domain,police power and escheat). To the extent that the title to the property may be divided into different interests by lease or otherwise, these separate interests are not appraised herein. This appraisal is of the real property only. Any trade fixtures, furniture, equipment or other personal property is not appraised. Unavailability of Information We have not necessarily been provided with all of the information relevant to the appraisal available during the course of this assignment. We specifically assume that there are no unapparent conditions which affect the value or utility of the property, and our conclusions could be impacted by consideration of other information. Assumptions,Hypothetical Conditions,Limiting Conditions &Jurisdictional Exceptions this appraisal is subject to the Assumptions and Limiting Conditions found at the end of this report, as well as the extraordinary assumptions, hypothetical conditions, and jurisdictional exceptions noted in the following paragraphs. The use of extraordinary assumptions and/or hypothetical conditions might have affected the appraiser's opinions or conclusions. McKee Appraisal Peal Estate Services&Consulting,Inc. As an extraordinary assumption, we have been instructed by the client to appraise the subject property as environmentally clean. We have no specific knowledge regarding this issue, nor have be performed any investigation. It is our understanding that the circulation road that runs parallel to the subject's western boundary is actually located within the right-of-way. The boundary line has not been enforced and the RV park has historically used this area to complete a circulation loop through the property. However, the proposed acquisition is located along this boundary and we have therefore excluded the road area from our calculations since its value contribution would be considered non-compensable. To account for this,it is assumed that in the before condition the subject road has been shifted onto the subject property, causing a loss of five sites, including three full hookup sites, a water and electric site and an electric tent site. This is a hypothetical condition that is appropriate for the purposes of this appraisal. As a hypothetical condition, at the instruction of the client and consistent with State law,in the valuation of the property after the acquisition we assume that the project for which the property is acquired is completed and operational as of the effective date of value. Please note that the After valuation assumes that the property has been reconfigured and is fully operational as of the date of value. It is prior to consideration of potential damages to the remainder in the form of costs to cure. These issues have not been resolved at the time of appraisal and we do not have reliable cost estimates to account for the reconfiguration costs. Therefore, as an extraordinary assumption, we assume that the property will be reconfigured and the remaining RV/camping sites will be functional in the After condition, at no cost to the owner. As a jurisdictional exception to USPAP, at the instruction of the client, in the valuation of the property before the acquisition,we have disregarded any decrease or increase in the fair market value of the real property caused by the project for which the property is to be acquired, or by the likelihood that the property would be acquired for the project, other than that due to physical deterioration within the reasonable control of the owner. We have also disregarded general benefits and non-compensable damages in the valuation of the property. This appraisal has been made in conformity with the appropriate State laws, regulations and policies and procedures applicable to appraisal of properties for such purposes. To the best of my knowledge no portion of the value assigned to the property consists of items which are non- compensable under established State law. McKee Appraisal Real Estate Services&Consulting,Inc. Ref.No.37357-Seattle/Tacoma KOA,Kent, WA Neighborhood Description and Market Analysis ♦ 13 5-Year Sales History&Current Status The subject is currently owned by Recreational Adventures Company. We are not aware of any other sales of the subject within the 5 years prior to this appraisal. The property is not currently listed for sale, and we are not aware of any purchase options, agreements of sale, unsolicited offers,or other direct indications of value for the subject. Reasonable Exposure Time The value conclusion in this report is as of the effective date of this appraisal, and assumes that a reasonable "exposure time" has preceded that effective date. Thus the value conclusion is consistent with expected transaction on the effective date of the appraisal after prior exposure. Based on the subject's specific characteristics and the marketing history of the comparable sales, it is our conclusion that a reasonable exposure period for the subject is one year or less, and the value conclusions presented in this report are consistent with that time frame. Effective Date of Value May 12,2016 Report Date June 19,2017 McKee Appraisal Real Estate Services&Consulting,Inc. EXHIBIT H To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] 345 UR.R LAWFIRM T 253 852 2030 F 253 852 2030 F 253 359 8037 Curran Law Firm PS- 555 West Smith Street Post Office Box 140 Kent, WA 98035-0140 curranfirm.com July 2, 2015 Christie True Director, Natural Resources and Parks 201 South Jackson Street, Suite 700 Seattle, WA 98104-3855 Re: Russell Road Levee, Kent KOA- Parcel 112204-9065 Dear Ms. True: This is to acknowledge receipt of your letter dated June 3, 2015 containing an offer to purchase a fee interest and easement in my clients' land described above. Recreational Adventures Co. (RAC) is a national in scope, family-owned business that has significant experience in campground operations and ownership. This property, which they call the Seattle-Tacoma KOA, is a smaller but still highly lucrative site for RAC, and is a gem given that it is one of the few, if any, day camping parks in the Seattle area. RAC has considered your offer but hereby respectfully rejects it. The company will consult with an appraiser and other experts to consider its options. In short, RAC believes that your proposed take will impact about 30 sites in the campground, which is twenty percent of the total number of sites, Loss of that amount of revenue will remove the profit margin on the campground, as the operational expenses will decrease only incrementally. In addition, your taking destroys the turnarounds at the end of the driving lanes, which are required to support the large RVs that routinely use the park. That must be mitigated. For these and other reasons, the offer is rejected. Sincerely, CU R N AW FIRM P.S. John M. Casey cc: Brad Schabert, King Co my Justin Cutler Al Johnson A PROFESSIONAL SERVICE CORPORATION Serving our community since 1948, EXHIBIT I To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] .. \ g \ / \ ƒ / \ » \ § \ Q n . ) » ~ , C)LLJ \ \ \ : { / { ooz _ - W z : { \ . - 1 ) zG / 7 ^r } \ - ( § \ \ \ $ \ \ / \ \ / � ) . , . i \ /\ \ EXHIBIT J To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] . . � } � � , \ j . » e } / 3:z (( n 9 G <# \ E \ \} : \ \ {g : !} ^ 2 z \ \ ; « v ^ \ \ § V : . . , ) JR LU z z z { / ) ) 2 ! [ \ t ' - \ > � ) § \ < Z _ \ r \y \ , : w \ } > p \ . \ . \ EXHIBIT K To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] Exhibit K Authorized Replacement Improvements The following improvements are authorized for the Replacement Property: See design in Exhibit 0, attached. Internal roadways/utilities Internal roadways as needed for site access, and utilities to provide amenities listed/shown in attached Exhibit 0. EXHIBIT L To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] After recording return document to: City Clerk City of Kent 220 4th Avenue South Kent, WA 98032 Document Title: Warranty Deed Reference Number of Related Document: N/A Grantor(s): Recreational Adventures Co. Grantee(s): City of Kent Legal Description: See attached Exhibit A Assessor's Tax Parcel Number: 112204-9065 WARRANTY DEED (GRNA/KOA PROPERTY/PROJECT 09-3007) The Grantor(s) Recreational Adventures Co., a South Dakota corporation, for and in consideration of the sum of TEN AND NO/100 ($10.00) Dollars, and other valuable consideration, hereby convey(s) and warrant(s) to the City of Kent, a Washington municipal corporation Grantee, the following described real property situated in King County, in the State of Washington, under the imminent threat of the Grantee's exercise of its rights of Eminent Domain: For legal description and additional conditions See Exhibit A attached hereto and made a part hereof. Project No 09-3007 LPA-102 paga 1 of O pages Parcel No. 1 1 2204-906 5 t0/2M4 WARRANTY DEED It is understood and agreed that delivery of this deed is hereby tendered and that the terms and obligations hereof shall not become binding upon the City of Kent unless and until accepted and approved hereon in writing for the (City of Kent, by its authorized agent. Dater Name Name STATE OF WASHINGTON ) ss County of ) On this day of' before me personally appeared to me known to be the (Presidert_ Sccretnry Treasurer)_ of the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that _ he/she isjjdicy Lej_ authorized to execute said instrument. GIVEN under my hand and official seal the day and year last above written. (SEAL) Notary Publie in and for the State of Washington, residing at My commission expires LPA-302 Page 2 oI O Pages Parcel No. 112204-9065 1012014 WARRANTY DEED Accepted and Approved City of Kent By:_. Timothy 3. LaPorte, Public Works Director Authorized Signature Dated: Acknowledgment LPA-302 Page 3 of(}Pages Parcel No. 112204-9065 10/2014 WARRANTY DEED EXHIBIT A Grantor's Initials EXHIBIT A-1 Grantor's Initials LTA-302 Pagc 4 of Paps Parcel No. I12204-9065 10/2014 EXHIBIT$ TAX LOT 1122049065 THAT PORTION OF GOVERNMENT LOTS 1 AND 2, SECTION 11, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 11, FROM WHICH THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER BEARS N00'48'13"E 2652.28 FEET; THENCE ALONG THE SOUTH LINE OF SAID NORTHEAST QUARTER N89917'40"W 1313,40 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID NORTHEAST QUARTER; THENCE ALONG THE EAST LINE OF SAID WEST HALF N00'54'54"E 995.28 FEET; THENCE N89'17'40"W 1440.02 FEET TO THE SOUTHWEST CORNER OF THE TRACT OF LAND CONVEYED TO EARL M, MCLAUGHLIN, ET UX, BY DEED RECORDED UNDER RECORDING NO. 5059977, THENCE CONTINUING N89'17'40"W 866.43 FEET TO THE POINT OF BEGINNING, THENCE CONTINUING N89017'40"W 139.36 FEET, MORE OR LESS TO THE EAST LINE OF COUNTY ROAD NO. 8 (NONJ RUSSELL ROAD); THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO ITS POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF COUNTY ROAD NO 22 (NOW SOUTH 212" STREET), AS SAID ROAD EXISTED ON SEPTEMBER 6, 1966; THENCE EASTERLY ALONG SAID SOUTHERLY LINE TO A POINT THAT LIES N06°28149"E FROM THE POINT OF BEGINNING, THENCE S06'28'49"W 375.80 FEET TO THE POINT OF BEGINNING. EXCEPT THE NORTH 30 FEET THEREOF AS CONVEYED TO `HE CITY OF KENT BY DEED RECORDED UNDER KING COUNTY RECORDING NUMBER 6100722, CONTAINING 33,866 SQUARE FEET, MORE OR LESS. (BEING KNOWN AS A PORTION OF CITY OF KENT LOT LINE ADJUSTMENT NO. LL-2002- 14, RECORDED UNDER RECORDING NO. 20020507002682) f"Y.A;Z7Yd 777 J"l..i'd';ti.S'S",:'S"b"L S"i`til t2 1 11 12 ... SO PT! ziz'rr sTr1I Er M (COUNTY ROAD NO.22) i �4 LINE TABLE tiNO o � 7TauN 1riCao .�ci wp» On` Ix Nrw°,� 1I gale >rs' I wte w , rin�°u a1v� 1�In1,�z' Al 8 7 `• I .,-NId9"I/i0 Div 1,3A 13' M � o " TAX LOT co I °O 1122049065I / 3p z 33,866 SQ. FT. SW CORNER �f LS �--AF#5059977 a yy 7 EAST L4 _ ? L3 r"' LINE Wil r A` POC TAX LOT POB... W SE COR NE QTR....., .; N NE Ck(T2.., 1122049015 SE COR N SOUTH LINE 11 12 NE QTR-- IMPORTANC THIS IS NO i A SURVEY.IT IS FURNISHED AS A CONVENIENCE TO LOCATE THE LAND INDICATED HEREON WITH REFERENCE TO Q STREETS AND OTHER LAND.NO F'ruJer,I JtC;T-300! LIABILITY IS ASSUMED BY REASON OF RELIANCE HEREON. RIGHT OF WAY LOCATED IN GOVERNMENT LOTS ACQUISITION NORTH, RANGE 4 EAST SH KENT DRAWN BY: CMW AND 2, SECTION 11 TOWNSHIP 22 W M. CITY OF KEN'I SCALE: 1"=100 II IT LAND SUNVLY SSCPION DATE 0 710 212 01 8 I I\ EXHIBIT M To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] WHEN RECORDED RETURN TO: King County Property Services Division 500A King County Administration Building 500 Fourth Avenue Seattle, WA 98104 DOCUMENT TITLE: Inspection, Maintenance and Utilities Easement REFERENCE NUMBER OF RELATED DOCUMENT: GRANTOR(S): Recreational Adventures Co., a South Dakota corporation GRANTEE(S): King County Flood Control Zone District ABBREVIATED LEGAL DESCRIPTION: Portion of GL's 1 and 2, Sec. 22, T 22 N., Rg4EWM ASSESSOR'S TAX PARCEL NUMBER(5): 112204-9065 PROJECT NAME: GRNA/KOA/09-3007 INSPECTION, MAINTENANCE AND UTILITIES EASEMENT For valuable consideration, receipt of which is hereby acknowledged, the GRANTOR, Recreational Adventures Co., a South Dakota corporation and owner in fee of that certain parcel of land (the "Property"), legally described as follows: SEE EXHIBIT "A" ATTACHED hereby qrants to City of Kent, a Washington municipal corporation, its successors and assigns, agents and licensees (GRANTEE), a perpetual easement for the purposes of inspection and maintenance of river bank protection and/or other flood related works; and for the purpose of installing, constructing, accessing, inspecting, maintaining and repairing underground utilities across, in, under, on, over and upon the Property legally described in Exhibit A attached hereto. i Grantee shall have the right, at such times as may be necessary and at the Grantee's sole discretion, to enter upon the Easement Area and to have unimpeded access to, in and through the Easement Area for the purposes of exercising the Grantee's rights as described herein. If Grantee damages the Property within the Easement Area during the exercise of Grantee's rights under this easement, Grantee shall restore the Property (i.e., the Easement Area) to equal or better condition. The rights, conditions, and provisions of this easement shall inure to the benefit of and be binding upon the heirs, executors, administrators, and successors in interest and assigns of Grantor and Grantee. GRANTOl Recreational Adventures Co., a South Dakota corporation By _.._.....,,. _ Its: Date STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the of Recreational Adventures Co., a South Dakota corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: -Notary Seal Must Appear Wrthio This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. (Signature) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires EXHIBIT A TAX LOT 1122049065 INSPECTION, MAINTENANCE, f AND UTILITY EASEMENT THAT PORTION OF GOVERNMENT LOTS 1 AND 2, SECTION 11, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 15.00 FEET IN WIDTH, THE WESTERLY LINE OF SAID STRIP DESCRIBED AS FOLLOWS, COMMENCING AT THE SOUTHEAST CORNER OF THE NUR I HEAS I QUARTER OF SAID SECTION 11, FROM WHICH THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER BEARS NOW48'13"E 2652 �,9 FEET, THENCE ALONG THE SOUTH LINE OF SAID NORTHEAST QUARTER NF�9`17°40"W '1313 40 FEET TO THE SOUTHEAST CORNER OF THE WEST' HALF OF SAID �ORTFIEAST QUARTER; THENCE ALONG THE EAST LINE OF SAID WEST HALF NOO°54'54"E 995.28 FEET; THENCE N89°17 40"W 1440.02 FEET TO THE SOUTHWEST CORNER OF THE I RACT OF LAND CONVEYED TO EARL M. MCLAUGHLIN, ET UX, BY DEED RECORDED UNDER RECORDING NO. 5059977; THENCE CONTINUING N89°17'40"W 866.43 FEET TO THE POINT OF BEGINNING; THENCE N06°28'49"E 345.68 FEET TO A POINT ON THE SOUTH LINE OF THAT PORTION CONVEYED TO THE CITY OF KENT BY DEED RECORDED UNDER KING COUNTY RECORDING NUMBER 6100722, SAID POINT BEING THE TERMINUS OF THE HEREIN DESCRIBED LINE. CONTAINING 5,184 SQUARE FEET, MORE OR LESS. (BEING KNOWN AS A PORTION OF CITY OF KENT LOT LINE ADJUSTMENT NO, LL-2002- 14 RECORDED UNDER RECORDING NO. 20020507002682) i �yYYMYYY1M11NINPIN I L RN .--7`MNAIIn4WnIIM1AIM1N t t2 1 111 12 2 1 12 ........ SOLI H,S 117 (coUNTY ROAD NO.U) 00' LINE TABLE CC a o 'r / �v -I N3ljll1P4Wvv N, # 1-4 t,K�T'l 17'40`�N 66H 4,T w 0 TAX LOT z SIN 1122049065 Wt4 o/ z 5,184 SQ. FT. SW CORNER AF#5059977 EAST L3 LINE W2 TAX LOT POC 1122049015 SE COR POEI SE COR NE QTR- W12 NE QTR Ll Q SOUTH LtNE 11 12 NE QTR., IMPORTANT THIS IS NOT A SURVEY.IT IS FURNISHED AS A CONVENIENCE TO LOCATE THE LAND INDICATED HEREON WITH REFERENCE TO STREETS AND OTHER LAND No Project N09 300/ LIABILITY IS ASSUMED BY REASON OF RELIANCE HEREON INSPECTION, MAINTENANCE, LOCATED IN GOVERNMENT LOTS I AND UTILITY EASEMENT AND 2,SECTION 11,TOWNSHIP 22 KE N T DRAWN BY­CM�p� NORTH, RANGE 4 EAST,W.M. EXHIBIT CITY OF' KENT SCALE: 1--100l LAND SURVEY s'ECTIlJFI DATE: 07109/2016 EXHIBIT N To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] i Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 1 Jan Average 3 93 $2,302.20 $24.75 $33.94 1 Feb Average 4 83 $2,212.49 $26.66 $27.79 1 Mar Average 5 108 $2,646.92 $24.51 $27.99 1 Apr Average 5 92 $3,217.00 $34.97 $57.88 1 May Average 9 49 $1,381.30 $28.19 $54.07 1 Jun Average 21 71 $4,014.70 $56.55 $65.44 1 Jul Average 32 87 $4,790.66 $55.07 $58.34 1 Aug Average 17 96 $4,792.20 $49.92 $47.01 1 Sep Average 17 55 $2,109.34 $38.35 $29.72 1 Oct Average 12 97 $2,777.78 $28.64 $44.52 1 Nov Average 7 23 $954.58 $41.50 $44.95 1 Dec Average 4 97 $2,092.57 $21.57 $20.97 Total Site#1 136 951 $33,291.74 $35.01 2 Jan Average 3 92 $2,062.60 $22.42 $26.21 2 Feb Average 8 110 $3,073.95 $27.95 $26.79 2 Mar Average 4 48 $1,241.05 $25.86 $49.95 2 Apr Average 7 59 $1,841.49 $31.21 $29.44 2 May Average 3 85 $2,596.67 $30.55 $34.46 2 Jun Average 11 115 $4,893.75 $42.55 $51.87 2 Jul Average 17 56 $3,149.60 $56.24 $56.15 2 Aug Average 6 52 $2,553.14 $49.10 2 Sep Average 10 81 $3,427.29 $42.31 $50.00 2 Oct Average 9 82 $2,110.54 $25.74 $45.03 2 Nov Average 6 82 $2,092.45 $25.52 $34.89 2 Dec Average 3 93 $2,049.10 $22.03 $23.79 Total Site#2 87 955 $31,091.63 $32.56 3 Jan Average 3 92 $1,857.95 $20.20 $21.13 3 Feb Average 2 57 $1,421.32 $24.94 $25.36 3 Mar Average 3 96 $2,232.60 $23.26 $23.16 3 Apr Average 8 65 $2,245.55 $34.55 3 May Average 12 65 $3,246.74 $49.95 $50.22 3 Jun Average 32 109 $5,897.49 $54.11 $56.14 3 Jul Average 27 184 $9,329.45 $50.70 $56.38 3 Aug Average 13 83 $4,600.97 $55.43 $54.42 3 Sep Average 1 3 $163.07 $54.36 $54.36 3 Oct Average 3 102 $2,381.65 $23.35 $23.64 3 Nov Average 1 23 $685.00 $29.78 3 Dec Average 4 128 $2,497.50 $19.51 $25.83 Total Site#3 109 1007 $36,559.29 $36.31 Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 4 Jan Average 3 93 $2,035.80 $21.89 $25.35 4 Feb Average 3 85 $2,062.36 $24.26 $31.24 4 Mar Average 7 121 $3,377.86 $27.92 $29.77 4 Apr Average 6 89 $2,692.32 $30.25 $47.50 4 May Average 14 67 $2,619.38 $39.10 $52.76 4 Jun Average 31 92 $4,747.71 $51.61 $52.09 4 Jul Average 41 87 $4,851.30 $55.76 $54.97 4 Aug Average 29 79 $4,230.30 $53.55 $51.22 4 Sep Average 27 89 $4,557.41 $51.21 $51.11 4 Oct Average 17 83 $2,692.84 $32.44 $41.68 4 Nov Average 7 80 $1,958.51 $24.48 $37.93 4 Dec Average 4 88 $2,229.76 $25.34 $21.67 Total Site#4 189 1053 $38,055.55 $36.14 5 Jan Average 3 93 $2,137.00 $22.98 $27.32 5 Feb Average 5 70 $2,219.86 $31.71 $27.86 5 Mar Average 9 72 $1,971.56 $27.38 $22.26 5 Apr Average 12 58 $2,486.33 $42.87 $35.52 5 May Average 21 51 $2,503.06 $49.08 $51.24 5 Jun Average 40 88 $4,580.82 $52.05 $51.72 5 Jul Average 45 93 $4,846.40 $52.11 $54.36 5 Aug Average 32 82 $4,180.52 $50.98 $50.53 5 Sep Average 32 80 $4,173.99 $52.17 $50.89 5 Oct Average 10 88 $3,062.37 $34.80 $39.94 5 Nov Average 8 75 $1,987.91 $26.51 $25.80 5 Dec Average 5 85 $2,155.63 $25.36 $22.10 Total Site#5 222 935 $36,305.45 $38.83 6 Jan Average 1 29 $87.60 $3.02 $3.02 6 Jul Average 4 8 $411.12 $51.39 $51.39 6 Oct Average 1 30 $650.00 $21.67 $21.67 6 Nov Average 1 30 $411.20 $13.71 $13.71 6 Dec Average 1 31 $453.20 $14.62 $14.62 Total Site#6 8 128 $2,013.12 $15.73 7 Jan Average 3 96 $2,351.40 $24.49 $26.28 7 Feb Average 10 38 $1,107.53 $29.15 $44.87 7 Mar Average 4 79 $2,086.50 $26.41 $42.91 7 Apr Average 5 248 $9,219.38 $37.17 $38.97 7 May Average 2 14 $668.93 $47.78 7 Jun Average 15 82 $4,001.48 $48.80 7 Jul Average 11 23 $1,249.17 $54.31 7 Aug Average 32 117 $5,590.34 $47,78 $53.38 7 Sep Average 20 63 $3,173.52 $50.37 $51.11 7 Oct Average 10 126 $3,758.64 $29.83 $37.18 7 Nov Average 4 40 $1,014.77 $25.37 $39.45 7 Dec Average 3 94 $2,075.77 $22.08 $22.46 Total Site#7 119 1020 $36,297.43 $35.59 Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 8 Jan Average 3 73 $1,647.48 $22.57 $20.97 8 Feb Average 3 85 $1,877.40 $22.09 $24.91 8 Mar Average 3 93 $1,961.92 $21.10 $22.81 8 Apr Average 6 64 $1,691.36 $26.43 $23.82 8 May Average 11 88 $3,542.35 $40.25 $33.08 8 Jun Average 18 72 $3,785.10 $52.57 $58.87 8 Jul Average 27 73 $3,889.11 $53.28 $53.49 8 Aug Average 29 90 $4,631.26 $51.46 $50.74 8 Sep Average 25 68 $3,342.17 $49.15 $50.95 8 Oct Average 4 98 $2,357.66 $24.06 $20.97 8 Nov Average 7 75 $1,906.93 $25.43 $23.33 8 Dec Average 5 91 $2,900.79 $31.88 $30.84 Total Site#8 141 970 $33,533.53 $34.57 11 Jan Average 3 76 $1,956.36 $25.74 $26.16 11 Feb Average 3 85 $2,277.08 $26.79 $32.49 11 Mar Average 3 93 $2,302.88 $24.76 $28.59 11 Apr Average 5 95 $3,063.99 $32.25 $36.74 11 May Average 17 64 $2,266.06 $35.41 $50.86 11 Jun Average 14 70 $2,905.22 $41.50 $54.59 11 Jul Average 19 116 $5,895.43 $50.82 $51.54 11 Aug Average 20 87 $4,431.16 $50.93 $53.39 11 Sep Average 11 84 $3,371.90 $40.14 $58.21 11 Oct Average 6 88 $2,383.75 $27.09 $29.56 11 Nov Average 3 67 $1,688.47 $25.20 11 Dec Average 3 84 $2,348.60 $27.96 $25.00 Total Site# it 107 1009 $34,890.90 $34.58 12 Jan Average 2 62 $1,295.40 $20.89 $24.05 12 Feb Average 3 85 $2,027.60 $23.85 $27.75 12 Mar Average 3 93 $2,020.92 $21.73 $23.90 12 Apr Average 3 94 $2,340.12 $24.89 $29.87 12 May Average 12 80 $2,231.04 $27.89 $54.19 12 Jun Average 10 88 $2,607.25 $29.63 $50.36 12 Jul Average 16 96 $3,031.57 $31.58 $54.73 12 Aug Average 3 100 $2,036.08 $20.36 $24.22 12 Sep Average 8 82 $2,243.52 $27.36 $51.36 12 Oct Average 8 118 $2,949.23 $24.99 $32.55 12 Nov Average 2 90 $846.28 $9.40 12 Dec Average 3 94 $1,927.76 $20.51 $24.37 Total Site# 12 73 1082 $25,556.77 $23.62 Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 13 Jan Average 6 159 $5,775.01 $36.32 $29.74 13 Feb Average 2 56 $1,317.00 $23.52 $24.46 13 Mar Average 1 31 $800.00 $25.81 $25.81 13 Apr Average 2 64 $1,625.29 $25.40 $23.08 13 May Average 6 97 $4,274.17 $44.06 $42.32 13 Jun Average 19 52 $2,671.27 $51.37 13 Jul Average 26 67 $3,605.34 $53.81 $58.36 13 Aug Average 24 93 $4,769.62 $51.29 $52.58 13 Sep Average 10 100 $3,600.42 $36.00 $48.88 13 Oct Average 20 50 $2,261.19 $45.22 $41.95 13 Nov Average 9 87 $2,669.71 $30.69 $33.69 13 Dec Average 6 110 $2,882.49 $26.20 $25.77 Total Site# 13 131 966 $36,251.51 $37.53 22 Jan Average 3 97 $2,454.48 $25.30 $27.19 22 Feb Average 2 57 $1,337.60 $23.47 $28.13 22 Mar Average 4 162 $4,137.36 $25.54 $27.64 22 Apr Average 2 60 $1,497.36 $24.96 $28.43 22 May Average 7 78 $3,514.07 $45.05 $44.98 22 Jun Average 16 50 $2,510.32 $50.21 22 Jul Average 23 93 $4,992.16 $53.68 $55.91 22 Aug Average 20 97 $4,002.24 $41.26 $52.53 22 Sep Average 20 114 $3,860.70 $33.87 $52.01 22 Oct Average 2 62 $1,280.00 $20.65 $23.55 22 Nov Average 6 94 $2,391.99 $25.45 $26.51 22 Dec Average 3 89 $2,196.80 $24.68 $29.12 Total Site#22 108 1053 $34,175.08 $32.45 23 Jan Average 4 69 $1,640.67 $23.78 $39.55 23 Feb Average 3 43 $1,197.30 $27.84 $40.45 23 Mar Average 9 66 $2,290.18 $34.70 $47.12 23 Apr Average 13 179 $6,819.52 $38.10 $36.75 23 May Average 6 11 $579.17 $52.65 23 Jun Average 14 53 $2,629.76 $49.62 23 Jul Average 20 60 $3,146.80 $52.45 23 Aug Average 19 120 $6,376.20 $53.14 $53.11 23 Sep Average 5 52 $2,319.56 $44.61 $49.28 23 Oct Average 15 117 $3,756.54 $32.11 $21.43 23 Nov Average 11 60 $2,148.94 $35.82 $41.16 23 Dec Average 3 56 $1,288.55 $23.01 $22.50 Total Site#23 122 886 $34,193.19 $38.59 I Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 24 Jan Average 4 155 $3,634.22 $23.45 $21.61 24 Feb Average 5 34 $968.37 $28.48 $25.71 24 Mar Average 3 60 $1,645.29 $27.42 $28.55 24 Apr Average 9 101 $4,169.14 $41.28 $50.55 24 May Average 6 39 $1,939.94 $49.74 24 Jun Average 22 68 $3,553.82 $52.26 $54.37 24 Jul Average 26 99 $5,123.79 $51.76 $52.38 24 Aug Average 26 86 $4,317.37 $50.20 $50.00 24 Sep Average 13 63 $3,167.80 $50.28 $48.69 24 Oct Average 7 87 $3,417.96 $39.29 $44.10 24 Nov Average 9 52 $1,439.87 $27.69 24 Dec Average 6 75 $2,188.28 $29.18 $45.38 Total Site#24 136 919 $35,565.85 $38.70 25 Jan Average 2 62 $1,465.00 $23.63 25 Feb Average 6 67 $1,797.75 $26.83 $46.55 25 Mar Average 8 145 $4,352.69 $30.02 $35.27 25 Apr Average 6 62 $1,688.89 $27.24 $48.15 25 May Average 16 78 $3,280.63 $42.06 $53.85 25 Jun Average 13 63 $2,362.31 $37.50 $52.15 25 Jul Average 40 92 $5,073.46 $55.15 $59.15 25 Aug Average 36 81 $4,113.89 $50.79 $52.31 25 Sep Average 18 95 $4,344.71 $45.73 $49.24 25 Oct Average 9 109 $3,418.91 $31.37 $47.28 25 Nov Average 5 48 $1,336.47 $27.84 $41.93 25 Dec Average 9 110 $2,692.99 $24.48 $28.67 Total Site#25 168 1012 $35,927.70 $35.50 34 Jan Average 3 64 $1,988.89 $31.08 $44.27 34 Feb Average 3 92 $2,249.08 $24.45 $29.12 34 Mar Average 3 93 $2,344.56 $25.21 $35.23 34 Apr Average 2 71 $1,773.30 $24.98 34 May Average 8 18 $939.25 $52.18 34 Jun Average 22 49 $2,474.11 $50.49 34 Jul Average 28 93 $4,842.69 $52.07 $53.76 34 Aug Average 25 78 $4,070.19 $52.18 $51.53 34 Sep Average 11 73 $3,893.85 $53.34 $57.79 34 Oct Average 6 76 $2,533.09 $33.33 $21.67 34 Nov Average 2 54 $1,284.44 $23.79 $23.34 34 Dec Average 3 84 $1,932.60 $23.01 $23.16 Total Site 4 34 116 845 $30,326.05 $35.89 Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 35 Jan Average 2 62 $1,333.36 $21.51 $21.38 35 Feb Average 3 85 $2,070.28 $24.36 $23.46 35 Mar Average 3 92 $2,421.52 $26.32 $21.18 35 Apr Average 6 82 $1,680.65 $20.50 $22.08 35 May Average 11 61 $3,074.64 $50.40 $50.20 35 Jun Average 19 78 $3,957.55 $50.74 $49.97 35 Jul Average 27 93 $4,870.46 $52.37 $50.47 35 Aug Average 34 80 $4,151.05 $51.89 $52.54 35 Sep Average 18 71 $2,886.26 $40.65 $47.92 35 Oct Average 11 140 $4,090.27 $29.22 $40.60 35 Nov Average 5 26 $987.60 $37.98 35 Dec Average 3 92 $1,640.95 $17.84 $22.44 Total Site#35 142 962 $33,164.59 $34.47 36 Jan Average 1 25 $763.84 $30.55 36 Feb Average 2 30 $454.71 $15.16 36 Mar Average 8 25 $1,192.05 $47.68 $59.20 36 Apr Average 12 38 $1,885.16 $49.61 $48.56 36 May Average 7 60 $2,917.37 $48.62 $47.78 36 Jun Average 16 35 $1,822.61 $52.07 $55.45 36 Jul Average 15 75 $3,874.39 $51.66 $53.00 36 Aug Average 17 54 $2,922.20 $54.11 36 Sep Average 8 80 $2,650.00 $33.13 36 Oct Average 1 31 $550.00 $17.74 36 Nov Average 2 81 $1,691.56 $20.88 36 Dec Average 3 147 $1,697.99 $11.55 $0.67 Total Site#36 92 681 $22,421.88 $32.92 37 Jan Average 3 67 51,360.55 $20.31 $14.95 37 Feb Average 4 81 $2,109.33 $26.04 $25.74 37 Mar Average 3 91 $2,057.56 $22.61 $22.13 37 Apr Average 4 188 $6,573.71 $34.97 $27.62 37 May Average 4 104 $4,246.07 $40.83 $40.19 37 Jun Average 9 29 $1,532.15 $52.83 37 Jul Average 26 60 $3,074.02 $51.23 37 Aug Average 23 98 $5,058.46 $51.62 $49.89 37 Sep Average 25 59 $3,019.41 $51.18 $47.51 37 Oct Average 4 92 $2,578.48 $28.03 $22.55 37 Nov Average 2 60 $1,413.68 $23.56 $25.87 37 Dec Average 3 92 $2,191.56 $23.82 $27.23 Total Site#37 110 1021 $35,214.98 $34.49 Site tt Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 38 Jan Average 2 63 $1,626.11 $25.81 $29.94 38 Feb Average 3 47 $1,373.55 $29.22 $36.29 38 Mar Average 5 116 $3,855.30 $33.24 $25.81 38 Apr Average 4 84 $2,381.94 $28.36 $23.98 38 May Average 6 58 $2,248.72 $38.77 $27.58 38 Jun Average 34 88 $4,605.53 $52.34 $53.94 38 Jul Average 31 82 $4,303.23 $52.48 $52.73 38 Aug Average 23 60 $3,368.17 $56.14 $56.24 38 Sep Average 12 58 $3,014.67 $51.98 $49.86 38 Oct Average 4 50 $1,479.10 $29.58 $39.96 38 Nov Average 4 52 $1,494.81 $28.75 $38.11 38 Dec Average 2 62 $1,326.28 $21.39 $22.99 Total Site 4 38 130 820 $31,077.41 $37.90 43 Jan Average 9 21 $693.28 $33.01 $34.53 43 Feb Average 13 72 $2,124.21 $29.50 $36.05 43 Mar Average 13 100 $2,863.81 $28.64 $21.37 43 Apr Average 19 47 $1,732.90 $36.87 $35.90 43 May Average 43 71 $3,116.94 $43.90 $47.02 43 Jun Average 36 79 $3,453.07 $43.71 $46.74 43 Jul Average 46 91 $4,077.91 $44.81 $46.26 43 Aug Average 42 90 $3,889.49 $43.22 $45.29 43 Sep Average 25 149 $5,769.90 $38.72 $45.18 43 Oct Average 9 51 $1,407.14 $27.59 $36.33 43 Nov Average 14 62 $1,877.02 $30.27 $34.42 43 Dec Average 4 16 $516.98 $32.31 $34.31 Total Site It 43 273 849 $31,522.65 $37.13 44 Jan Average 2 48 $1,174.65 $24.47 $34.10 44 Feb Average 9 157 $5,033.53 $32.06 $34.22 44 Mar Average 18 63 $1,696.43 $26.93 44 Apr Average 12 177 $7,112.12 $40.18 $44.42 44 May Average 28 177 $7,172.66 $40.52 44 Jun Average 45 84 $3,742.79 $44.56 $47.23 44 Jul Average 26 52 $2,400.52 $46.16 $44.89 44 Aug Average 33 74 $3,115.42 $42.10 44 Sep Average 18 37 $1,572.27 $42.49 44 Oct Average 14 75 $2,332.36 $31.10 $40.60 44 Nov Average 17 66 $1,797.73 $27.24 $30.29 44 Dec Average 7 38 $1,003.61 $26.41 $33.25 Total Site#!44 229 1048 $38,154.09 $36.41 Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 45 Jan Average 4 25 $768.75 $30.75 45 Feb Average 11 52 $1,731.88 $33.31 $33.85 45 Mar Average 14 78 $2,394.20 $30.69 $36.45 45 Apr Average 32 51 $1,954.60 $38.33 $41.00 45 May Average 35 61 $2,603.92 $42.69 $43.90 45 Jun Average 43 80 $3,421.13 $42.76 $44.48 45 Jul Average 42 94 $4,351.72 $46.29 $46.45 45 Aug Average 38 79 $3,539.34 $44.80 $45.89 45 Sep Average 26 79 $3,395.58 $42.98 $42.09 45 Oct Average 32 107 $3,945.60 $36.87 $37.68 45 Nov Average 9 10 $312.80 $31.28 $34.12 45 Dec Average 2 3 $108.85 $36.28 $36.28 Total Site#45 288 719 $28,528.37 $39.68 46 Jan Average 3 52 $1,356.17 $26.08 $32.95 46 Feb Average 7 38 $975.20 $25.66 $30.56 46 Mar Average 11 87 $2,572.20 $29.57 $34.73 46 Apr Average 13 47 $1,566.16 $33.32 $44.83 46 May Average 33 70 $3,056.37 $43.66 $42.65 46 Jun Average 45 75 $3,455.39 $46.07 $48.29 46 Jul Average 59 92 $4,165.92 $45.28 $47.96 46 Aug Average 45 94 $4,083.93 $43.45 $46.90 46 Sep Average 36 74 $3,095.23 $41.93 $42.35 46 Oct Average 27 75 $2,888.58 $38.51 $37.64 46 Nov Average 4 93 $2,670.27 $28.71 $31.10 46 Dec Average 3 34 $796.11 $23.42 $43.70 Total Site It 46 286 831 $30,681.52 $36.92 53 Jan Average 1 12 $455.40 $37.95 53 Mar Average 3 14 $292.36 $20.88 53 May Average 11 33 $1,259.25 $38.16 $36.30 53 Jun Average 37 72 $3,107.77 $43.16 $44.83 53 Jul Average 52 93 $4,205.67 $45.22 $46.38 53 Aug Average 43 93 $3,962.93 $42.61 $46.05 53 Sep Average 36 73 $2,905.69 $39.80 $40.96 53 Oct Average 10 29 $947.14 $32.66 $34.80 53 Nov Average 5 10 $276.02 $27.60 $33.70 Total Site#53 198 429 $17,412.23 $40.59 54 Apr Average 3 4 $139.80 $34.95 54 May Average 19 45 $1,906.15 $42.36 $43.32 54 Jun Average 42 74 $3,180.93 $42.99 $46.29 54 Jul Average 42 91 $4,011.21 $44.08 $44.61 54 Aug Average 43 85 $3,617.93 $42.56 $44.49 54 Sep Average 18 90 $3,373.09 $37.48 $36.43 54 Oct Average 6 14 $433.94 $31.00 54 Nov Average 1 2 $55.90 $27.95 Total Site#54 174 405 $16,718.95 $41.28 i I Site# Month 3 Yr Total 3 Yr Total 3 Yr Net 3 Yr Last Year's Count Nights Registrations AVG PCN PCN 55 Jan Average 1 1 $27.95 $27.95 55 May Average 13 23 $975.37 $42.41 $42.66 55 Jun Average 33 66 $2,782.28 $42.16 $41.45 55 Jul Average 45 87 $3,795.31 $43.62 $46.56 55 Aug Average 41 85 $3,571.46 $42.02 $43.70 55 Sep Average 24 50 $1,927.59 $38.55 $42.02 55 Oct Average 7 41 $1,334.14 $32.54 $31.73 55 Nov Average 3 5 $144.25 $28.85 Total Site#55 167 358 $14,558.35 $40.67 56 Jan Average 1 3 $111.85 $37.28 $37.28 56 Apr Average 1 1 $26.45 $26.45 56 May Average 16 32 $1,280.92 $40.03 $43.20 56 Jun Average 32 69 $2,855.06 $41.38 $39.66 56 Jul Average 46 89 $3,890.89 $43.72 $45.55 56 Aug Average 44 86 $3,539.78 $41.16 $44.19 56 Sep Average 26 51 $2,136.20 $41.89 $40.03 56 Oct Average 8 11 $418.86 $38.08 $40.55 56 Nov Average 1 4 $100.61 $25.15 56 Dec Average 1 1 $28.01 $28.01 $28.01 Total Site#56 176 347 $14,388.63 $41.47 EXHIBIT O To City of Kent/Recreational Adventures Co. Land Exchange Agreement [See next page] "... Z a t (\ �l 951 a PINT 13EG N C err 1 IJ fly ` I.J FA 'e � � I PIA ;IP 41, B AS Al ij PARCEL NO. 112204-9065 L Gp'F'N RiVEP 4 W"