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HomeMy WebLinkAboutCAG2023-024 - Original - King County - Maintenance and Access Easement at S 277th Street Bridge - 01/26/2023Agreement Routing Form For Approvals, Signatures and Records Management Ap p r o v a l Originator: Department: Date Sent: Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: Budget Account Number: Grant? Type: Yes No Ag r e e m e n t I n f o r m a t i o n Vendor Name: Category: Vendor Number: Sub-Category Project Name: Project Details: Agreement Amount: Basis for Selection of Contractor: Start Date:Termination Date: Notice required prior to disclosure? Yes No Re v i e w / S i g n a t u r e s / R o u t i n g Date Received by City Attorney: Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office: Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Contract Number: adccW22373_6_19 Mayor Ralph-Please sign and have your signature notarized on page 16. Thank you! ~ Cheryl1/13/2023 Okay to sign. 1/17/2023 1/17/2023 3/7/23 - pulled recorded version from K.C. website. M.M. CAG2023-024 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-1 of 21 Record Date:2/2/2023 3:50 PM Electronically Recorded King County, WA EXCISE TAX NOT REQUIRED BY LEAH BOGNOSON, DEPUTY DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF WHEN Recorded Return to: City of Kent 220 4th Ave S Kent, WA 98032 MAINTENANCE AND ACCESS EASEMENT Grantor: King County Grantee: City of Kent Abbreviated Legal Description: Ptns of NE `/4 STR 31-22N-5E Additional Legal Description on Exhibit A Assessor's Tax Parcel No.(s): Ptns of 0004200018, 3022059054, 3122059011, Project Name: South 277' Street Bridges THIS Easement ("Easement" or "Agreement") is granted by KING COUNTY, a home - rule charter county and political subdivision of the State of Washington, hereinafter called the "Grantor," to the CITY OF KENT, a Washington municipal corporation, hereinafter called the "Grantee." Together, Grantor and Grantee are sometimes referred to herein as the "Parties" and individually as a "Party." RECITALS A. Grantor is the owner of parcels 0004200018, 3022059054, and 3122059011, further described in Exhibit A attached hereto and incorporated by reference (collectively, the "Property"). B. Grantee desires easements over the Property as described in Exhibit B attached hereto and incorporated by reference (the "Easement Area") in order to access and maintain the South 277th Street roadway, bridge, associated utilities and drainage infrastructure, maintenance access roads, and accompanying pedestrian bridge and its approach roads across the Green River, all of which cross the Property (collectively, the "Improvements"). Page 1 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 1 /21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-2 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF C. Grantor is authorized to grant easements and other interests pursuant to King County Code Section 4.56.115. Grantor is willing to grant an easement to Grantee over the Property subject to the terms and conditions set forth in this Easement, and Grantee is willing to accept the same. NOW, THEREFORE, for and in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: EASEMENT TERMS AND CONDITIONS 1. Grant of Easement. A. Grant. Grantor hereby grants to Grantee, its successors and assigns, a perpetual, nonexclusive easement for bridge maintenance and access (the "Easement") over, through and across the Property situated in King County, Washington, specifically described in Exhibit A and graphically depicted in Exhibit B and by this reference incorporated herein, for the purposes described in Section 2 below and subject to the limitations set forth herein. Grantee shall have the right to permit third parties to enter upon the Easement Area to accomplish the purposes described herein, provided that all such persons abide by the terms of this Easement. B. Grantee acknowledges and agrees that Grantor has not made, does not make, and specifically negates and disclaims any representations, warranties, promises, covenants, contracts, or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of as to, concerning, or with respect to: i. The value, nature, quality, or condition of the Easement Area, including, without limitation, the water, soil, and geology; ii. The income, if any, to be derived from the Easement Area; iii. The suitability of the Easement Area for any and all activities or uses which Grantee or anyone else may conduct thereon; iv. The compliance of or by the Easement Area or its operation with any laws, rules, ordinances, or regulations of any applicable governmental authority or body; V. The Easement Area's habitability, merchantability, marketability, profitability, or fitness for a particular purpose; vi. The manner or quality of the construction or materials, if any, incorporated into the Easement Area; or Page 2 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 2/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-3 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF vii. Any other matter with respect to the Easement Area; and Grantee specifically acknowledges and agrees that Grantor has not made, does not make, and specifically disclaims any representations regarding compliance with any environmental protection, pollution, zoning or land use laws, rules, regulations, orders, or requirements, including the existence in, on, or adjacent to the Easement Area of Hazardous Substances as defined in Section 8 of this Easement. C. Grantee further acknowledges and agrees that, having been given the opportunity to inspect the Easement Area, Grantee is relying solely on its own investigation of the Easement Area and not on any information provided or to be provided by Grantor. Grantee further acknowledges and agrees that any information provided or to be provided by Grantor with respect to the Easement Area was obtained from a variety of sources and that Grantor has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. D. Grantee further acknowledges and agrees that Grantor is not liable or bound in any manner by any verbal or written statements, representations, or information pertaining to the Easement Area, or the operation thereof, furnished by any real estate broker, agent, employee, servant, or other person, and, to the maximum extent permitted by law, the use of the Easement Area as provided for herein is made on an "AS -IS" condition and basis with all faults, without any obligation on the part of Grantor to make any changes, improvements, or to incur any expenses whatsoever for the maintenance or repair of the Easement Area. E. Grantor makes no representations or warranties, express or implied, as to title to the Property, and in the event of any title failure Grantor shall not be liable to refund any consideration received in exchange for this Easement. Grantee further agrees that it shall evaluate matters of title to Grantor's property and the Premises at Grantee's sole cost, expense, and risk, and that Grantor has no duty, express or implied, to furnish any bond, abstract, or indemnification to any person or entity regarding Grantor's title to the Property. 2. Purpose of Easement; Limitations of Grant and Conditions of Use. A. The purpose of this Easement is to grant Grantee, its employees, contractors, agents, permittees, and licensees the right to access and maintain, repair, improve, replace, and remove the Improvements. B. The easement rights granted herein are solely for the benefit of Grantee, and are personal to Grantee, its successors in interest and assigns. Grantee's use of the Page 3 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 3/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-4 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF Easement Area shall be non-exclusive. Grantee may not fence any portion of the Easement Area. C. Grantee further understands, acknowledges, and agrees that the following conditions shall apply to Grantee's exercise of its rights to access and maintain, repair, improve, replace and remove the Improvements under this Easement: i. Maintain Grantor's access to the Property. ii. Stay within the defined Easement Area; no construction parking on the Property. iii. Keep Easement Area reasonably free of trash, litter, construction debris etc. iv. Control dirt and mud from wheels of trucks and other equipment employed by Grantee in the exercise of its rights under this Easement. v. Repair and restore asphalt, concrete, curbs, landscaping, utilities, or other improvements located on the Easement Area damaged by Grantee in the exercise of its rights under this Easement. D. Prior to its entry onto the Easement Area to repair, replace, or improve the Improvements, Grantee shall, at its sole cost and expense, submit to Grantor for its review and approval, which approval shall not be unreasonably withheld, copies of the plans and specifications for such work and detailing any improvements to be removed. Grantor shall have ten (10) business days following receipt thereof to approve the plans and specifications for the Improvements (or any modification thereof) in writing or the same will be deemed disapproved. If Grantor submits objections or comments within the 10-day period, then Grantee shall revise the plans and specifications consistent with the objections or comments and shall resubmit the same to Grantor for further review until Grantee submittals have been approved. E. All work undertaken by Grantee on the Easement Area or in connection with the Improvements shall be at Grantee's sole cost and expense and shall be constructed in a good and workmanlike manner. When Grantee commences or causes such work to be commenced then it shall prosecute the same diligently and continuously to completion. F. Grantee shall, at its sole cost and expense, maintain the Improvements in good condition and repair for so long as this Easement remains in effect. Without limiting the generality of the foregoing sentence, Grantee shall: i. Not commit or suffer any waste upon the Easement Area or the Property in connection with its use of the Easement Area; ii. Not do or permit anything to be done in, on or about the Property or the Easement Area that is illegal or unlawful in connection with its use of the Easement Area; and Page 4 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 4/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-5 of 21 Record Datc:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID- 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF iii. comply with all environmental, health and safety requirements imposed by the permitting jurisdictions or other governmental authorities or Environmental Laws as defined in Section 8 of this Easement and all requirements of law that may be applicable to Grantee's use of the Easement Area. G.royal= may not cut, remove, clear, maintain, or dispose of any brush, trees or other on in the Easement Area, except with Grantor's prior written approval, which approval may be withheld by Grantor in its sole and absolute discretion. H. Restoration. If Grantor's improvements or recreational facilities in the Easement Area are disturbed or damaged by any of Grantee's activities, then upon completion of such activities, Grantee shall, at Grantee's discretion, replace them with hardscape, gravel, or hydroseed, or restore them to a condition that is as good or better than that which existed prior to the use, or as negotiated separately. I. Surface WVatr M�aria&tnjerLt. Grantee will take all steps necessary to minimize erosion from surface water resulting from its Improvements or its use of the Easement Area. If in the reasonable opinion of Grantor, such erosion affects the earth cover within the Easement Area or Property and appurtenant facilities, Grantor may close the affected areas until, in the reasonable opinion of Grantor, the cause and effect of the erosion have been remedied by Grantee. Grantor's Reserved Right to Use Easement Area. Grantor reserves and retains all other rights to use and enjoy the Easement Area for any purpose, including but not limited to the right to use existing improvements located in the Easement Area, so long as such use does not unreasonably interfere with Grantee's rights under this Easement. Grantor agrees not to interfere with Grantee's rights under this easement. Interference includes but is not limited to creating any obstructions that would impede Grantee's ingress and egress or access to the Easement Area, physically modifying the Easement Area, or preventing the proper use of the Improvements. 4. No Grant Regarding Separate or Private Property. This Easement does not grant Grantee any right or privilege to enter or alter any separate or privately -owned property or to alter any separate or privately -owned improvements, and Grantor expressly negates any intent or authority to make any such grant. As between Grantor and Grantee, Grantee shall be solely responsible to acquire any separate or privately -owned property rights or authorizations to the extent that Grantee may require them for its purposes. 5. Binding Effect; Termination. The Easement granted hereby, and the duties, restrictions, limitations and obligations set forth herein shall burden the Easement Area and shall be binding upon Grantor and its respective successors, assigns, and lessees and each and every person who shall at any time have a fee, leasehold, or other interest in any part of Page 5 of 21 https:llrecordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 5/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-6 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF the Easement Area. This Easement shall automatically terminate upon Grantee's abandonment or vacation of the Improvements. 6. Compliance with Laws. Grantee shall at its sole cost and expense comply with all applicable laws, rules, ordinances or regulations, including but not limited to permission from the owners of any and all third -party equipment, improvements, or utilities located within or adjacent to the Easement Area. 7. No Liens. Grantee shall not suffer or permit any lien, charge, security interest or encumbrance (collectively, "Liens") to be filed against the Property in connection with or arising under this Easement or relating to the Improvements . If any such Lien is filed, Grantee shall within thirty (30) days following the attachment of same, remove and discharge any and all such Liens. Grantee may contest the validity or amount of any such Lien in good faith provided that within thirty (30) days after the filing of any such Lien, Grantee discharges such Lien of record or records a bond which eliminates said Lien as an encumbrance against the Property. Grantee shall indemnify, protect, defend and hold Grantor harmless from and against all liabilities, losses, damages, expenses and costs (including reasonable attorneys' fees and costs) incurred in connection with any such Liens, which indemnification shall survive the expiration or termination of this Easement. g. Environmental Requirements. A. Grantee represents, warrants and agrees that it shall conduct its activities related to the Easement Area in compliance with all applicable environmental laws. For purposes of this Easement, "Environmental Laws" means all federal, state and local laws, ordinances, regulations, permits, decrees or other governmental requirements now or hereafter in effect related to Hazardous Materials and other environmental laws, including, but not limited to, laws and regulations pertaining to stormwater discharges as set by the U.S. Environmental Protection Agency and the Washington Department of Ecology. For purposes of this Easement, "Hazardous Materials" means: i. Any toxic substances or waste, sewage, petroleum products, radioactive substances, heavy metals, medical, corrosive, noxious, acidic, bacteriological or disease - producing substances; or ii. Any dangerous waste or hazardous waste as defined in: a. Washington Hazardous Waste Management Act as now existing or hereafter amended (RCW Ch. 70A.300); or b. Washington Model Toxics Control Act ("MTCA") as now existing or hereafter amended (RCW Ch. 70A.305); or c. Resource Conservation and Recovery Act as now existing or hereafter amended (42 U.S.C. Sec. 6901 et seq.); or iii. Any hazardous substance as defined in: Page 6 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 6/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-7 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF a. Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as now existing or hereafter amended (42 U.S.C. Sec. 9601 et seq.); or b. Washington Model Toxics Control Act ("MTCA") as now existing or hereafter amended (RCW Ch. 70A.305); or iv. Any pollutants, contaminants, or substances posing a danger or threat to public health, safety or welfare, or the environment, which are regulated or controlled as such by any applicable federal, state or local laws, ordinances or regulations as now existing or hereafter amended. B. Grantee shall not bring Hazardous Materials upon the Easement Area without Grantor's express written permission and under such terms and conditions as may be specified by Grantor. In the event such permission is granted, the disposal of such materials must be done in a legal manner by Grantee. C. Grantee agrees to cooperate in any environmental investigations conducted by or at the direction of Grantor or any state, federal, or local agency with jurisdiction where there is evidence of contamination on the Property, or where Grantor is directed to conduct such audit by an agency or agencies having jurisdiction. Grantee shall reimburse Grantor for the cost of such investigations, where the need for said investigation is reasonably and finally determined to be caused by Grantee's acts or omissions. Grantee shall provide Grantor with notice of any inspections of the Easement Area, notices of violations, and orders to clean up contamination. Grantee shall permit Grantor to participate in all settlement or abatement discussions. If Grantee fails to take remedial measures as duly directed by a state, federal, or local regulatory agency within thirty (30) days of such notice, Grantor may elect to perform such work, and Grantee covenants and agrees to reimburse Grantor for all commercially reasonable direct and indirect costs associated with Grantor's work where said contamination is determined to arise out of or result from Grantee's use of the Easement Area. D. For the purposes of this Section 8 (Environmental Requirements), "Costs" shall include, but not be limited to, all response costs, disposal fees, investigatory costs, monitoring costs, civil or criminal penalties, and attorney fees and other litigation costs incurred in complying with the Environmental Laws, or any of them. E. Grantee agrees to defend, indemnify and hold Grantor harmless from and against any and all claims, causes of action, administrative proceedings, obligations, demands and liability including, but not limited to, any Costs, liabilities, damages, expenses, assessments, penalties (whether civil or criminal), fines, losses, judgments and attorneys' fees associated with the removal or remediation of any Hazardous Substances released or otherwise located on the Easement Area as a result of Grantee's acts or omissions on the Easement Area or as a direct result of Grantee's Page 7 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 7/21 317/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-8 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF exercise of its rights under this Easement, including but not limited to Hazardous Substances that may have migrated from the Easement Area through water or soil to other properties. Grantee further agrees to defend, indemnify and hold Grantor harmless from any and all liability arising from Grantee's offsite disposal, handling, treatment, storage, or transportation of any Hazardous Substances removed from the Easement Area by or on behalf of Grantee. Grantee expressly waives and releases its right to seek cleanup contribution or any other form of recovery from Grantor under MICA (RCW 70A.305) and CERCLA (42 U.S.C. 9601 et seq.), but only to the extent arising out of or relating to Grantee's activities on the Property or otherwise in connection with the Easement Area, the Improvements, or any of them. F. The provisions of this Section 8 (Environmental Requirements) shall survive the termination of this Easement. This Section 8 is the exclusive provision of this Easement regarding Hazardous Substances and environmental obligations relating to the Easement, and the exclusive contractual rights and duties of Grantor and Grantee pertaining thereto. 9. Indemnity. Grantee shall protect, defend, indemnify and hold Grantor and its officials, officers and employees harmless (except to the extent caused by the negligence of Grantor or any such official, officer or employee acting within the scope of such person's employment or office) from and against any and all claims, demands, losses, liabilities, damages, expenses and costs (including reasonable attorney's fees and costs) of every kind and description and for any personal injury or loss to or damage or destruction of property suffered by Grantor arising out of the exercise of its rights granted under this Easement by Grantee or Grantee's officers, employees, agents, consultants, contractors or subcontractors of all tiers or any of their respective officers, employees or agents. The foregoing indemnification is specifically and expressly intended to include, but is not limited to, all claims against Grantor by an employee or former employee of Grantee or its consultants, contractors and subcontractors; and Grantee expressly waives, as respect Grantor only, all immunity and limitation on liability under any industrial insurance act including Title 51 RCW, to the extent necessary to provide Grantor with a complete indemnity for the actions of Grantee's officers, agents, employees, consultants, contractors, subcontractors or any of their respective officers, agents or employees. This indemnification has been the subject of specific negotiation between the Parties and this indemnification shall survive the termination of this Easement. 10. Insurance. During the term of this Easement, Grantee must maintain commercial general liability insurance with reasonable limits of liability covering Grantee, its agents, contractors, subcontractors of all tiers, and permittees as to the exercise of Grantee's rights under this Easement within the Easement Area. Grantee must provide Grantor, on request, certificates of insurance evidencing such coverage. Grantee may provide the coverage required herein under blanket policies provided that the coverage is not diminished as a result. Page 8 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParceIId&quickSearchSelection=# 8/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-9 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF 11. General Terms and Conditions. A. The captions and paragraph headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Easement nor the intent of any provision hereof. B. Grantee may not assign this Easement without Grantor's prior written consent, which consent may be withheld by Grantor in its sole and absolute discretion. C. This Easement constitutes the entire agreement of the Parties with respect to the subject matter hereto. There are no other verbal or written agreements between the Parties regarding the subject matter herein. This Easement cannot be amended except by an instrument in writing signed by the Parties hereto. D. If any term of this Easement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. E. This Easement shall be governed by and construed and enforced in accordance with the laws of the State of Washington without regard to its choice of law rules or conflicts of law provisions, and venue shall lie exclusively in King County Superior Court in Seattle, Washington. The Parties each waive their respective right to file suit elsewhere or in any other court. F. In the event either party employs an attorney to enforce any of the provisions of this Agreement via litigation, mediation, or arbitration, then the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees in connection with such action. G. Time is of the essence in the performance of this Agreement. H. This Easement may be executed in counterparts each of which is an original and all of which shall constitute but one original. I. This Easement creates no right, duty, privilege, obligation, cause of action, or any other interest in any person or entity not a party to it. J. Nothing contained in this Easement shall be considered or interpreted to diminish the governmental or police powers of King County or the City of Kent. Page 9 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 9/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-10 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF K. Any terms or provisions of this Easement pertaining to rights, duties or obligations extending beyond the termination of this Easement, and all outstanding or remaining obligations accrued prior to the termination of this Easement, shall survive the termination of the Term of this Easement. L. The Parties hereby acknowledge and agree that: i. Each Party hereto is of equal bargaining strength; ii. Each Party has actively participated in the drafting, preparation and negotiation of this Easement; iii. Each Party has consulted with its legal counsel and such other professional advisors as such Party has deemed appropriate, or had the opportunity to do so in reflation to any and all matters contemplated under this Easement; iv. Each Party and its counsel and advisors have reviewed this Easement, or had the opportunity to do so; V. Each Party has agreed to enter into this Easement following such review and the rendering of such advice; and vi. Any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Easement, or any portion hereof, or any amendments hereto. M. Grantee shall complete and submit any Real Estate Excise Tax Affidavit required in connection with this Easement and shall pay any Real Estate Excise Tax and related fees due upon this transaction. Upon review and approval, such approval not to be unreasonably withheld, Grantor shall sign and return to Grantee the completed Real Estate Excise Tax Affidavit. N. Grantee shall pay all closing costs and other third -party transactional costs in connection with the granting of this Easement. 12. Notice. Any notice permitted or required to be given by either Party to this Easement shall be given in writing and may be effected by certified United States mail, with return receipt requested, properly addressed, postage prepaid, or by reputable overnight delivery service, or by personal delivery, as follows: If to Grantor„ King County Page 10 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 10/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-11 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF Department of Natural Resources and Parks King Street Center 201 S Jackson St Rm 5700 Seattle, WA 98104-3855 If to Grantee: City of Kent. Attn: City Clerk 220 Fourth Avenue South Kent, WA 98032 And to: City of Kent Attn: Property Management 400 West Gowe Street Kent, WA 98032 or to such other address or to such other person's attention of which notice was given in accordance with this Section 12. Notice shall be deemed effective three (3) days after mailing or upon delivery as described above. 13. Breach; Remedies for Default. A. Default by Grantee. A material default under this Easement by Grantee shall include, without limitation, the occurrence of any one or more of the following events: i. Grantee shall have failed to pay any payment required hereunder within ten (10) business days following the date where such failure shall continue for a period of an additional ten (10) business days after written notice from Grantor; or ii. Grantee shall have failed to perform any other obligation required hereunder where such failure shall continue for a period of thirty (30) days after written notice from Grantor, provided such 30-day period shall be extended to the extent reasonably necessary to complete such cure so long as Grantee diligently and continuously attempts to do so; iii. Any of the following occur: a. Grantee makes a general assignment or general arrangement for the benefit of creditors; b. A petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by Grantee (unless within sixty (60) days following the Page 11 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 11 /21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-12 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF date that a proceeding is filed under the bankruptcy code the bankruptcy trustee or the Grantee as debtor in possession has (i) elected to assume this Easement; (ii) cured all defaults under this Easement and paid all sums due and owing under this Easement; and (iii) provided Grantor with adequate assurance that the bankruptcy trustee and/or the Grantee has and will continue to have sufficient unencumbered assets after payment of all secured obligations and administrative expenses to assure Grantor that the bankruptcy trustee and/or Grantee will have sufficient funds and/or income to fulfill the obligations of Grantee under this Easement); c. A petition for adjudication of bankruptcy or for reorganization or rearrangement is filed against Grantee and is not dismissed within sixty (60) days; d. A trustee or receiver is appointed to take possession of all or substantially all of Grantee's assets; or e. Substantially all of Grantee's assets or Grantee's interest under this Easement is subjected to attachment, execution or other judicial seizure which is not discharged within sixty (60) days. B. Default by Grantor. A material default under this Easement by Grantor shall include, without limitation, the occurrence of any one or more of the following events: i. Grantor shall have failed to perform any obligation required hereunder where such failure shall continue for a period of thirty (30) days after written notice from Grantee, provided such 30-day period shall be extended to the extent reasonably necessary to complete such cure so long as Grantor diligently and continuously attempts to do so; ii. Any of the following occur: a. Grantor makes a general assignment or general arrangement for the benefit of creditors; b. A petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by Grantor (unless within sixty (60) days following the date that a proceeding is filed under the bankruptcy code the bankruptcy trustee or the Grantor as debtor in possession has (i) elected to assume this Easement; (ii) cured all defaults under this Easement and paid all sums due and owing under this Easement; and (iii) provided Grantee with adequate assurance that the bankruptcy trustee and/or the Grantor has and will continue to have sufficient unencumbered assets after payment of all secured obligations and administrative expenses to assure Grantee that the bankruptcy trustee and/or Grantor will have sufficient funds and/or income to fulfill the obligations of Grantor under this Easement); Page 12 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 12/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-13 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF c. A petition for adjudication of bankruptcy or for reorganization or rearrangement is filed against Grantor and is not dismissed within sixty (60) days; d. A trustee or receiver is appointed to take possession of all or substantially all of Grantor's assets; or e. Substantially all of Grantor's assets or Grantor's interest under this Easement is subjected to attachment, execution or other judicial seizure which is not discharged within sixty (60) days. C. Remedies. All remedies under this Easement are cumulative and shall be deemed additional to any and all other remedies to which either Party may be entitled in law or in equity. In the event of any violation or breach or threatened violation or breach of any provision of this Easement, the non -breaching or non -defaulting Party shall, in addition to all other remedies under this Easement or at law or at equity, have the right to specifically enforce the terms of this Easement. Notwithstanding anything in this Easement to the contrary, if Grantee seeks damages for Grantor's breach of this Easement then Grantee shall have the right to recover only its actual damages which arise from or are incurred by reason of such default or negligent acts or omissions of Grantor, and Grantee hereby waives, to the maximum extent permitted by law, any right it may have to claim or recover from Grantor any special, indirect, incidental, consequential or punitive damages of any kind or nature, even if Grantee has been advised of the possibility of such damages. In the event of a default by Grantee under this Easement that has not been cured by Grantee within the applicable cure period provided above, Grantor may terminate this Easement if such default remains uncured for thirty (30) days after a notice of such termination has been delivered by Grantor to Grantee. 14. Exhibits. The following Exhibits are attached to this Easement and incorporated by this reference as if fully set forth herein. A. Legal Description of Property B. Description and Illustration of the Easement Area 15. Authority to Execute. The undersigned acknowledges that they are authorized to execute this Easement and bind their respective Party to the obligations set forth herein. Page 13 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 13/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-14 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF IN WITNESS WHEREOF, Grantor and Grantee hereby execute this Easement as of the day and year below written. Page 14 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 14/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-15 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF 1 1 1 Grantor: King County DocuSigneli by. By�. 7CA0690F9D76420... Its: Director, Facilities Management Division DATE: 1/26/2023 DocuSigned by: � �wlpsow Approved as to Form Legal Counsel for King County STATE OF WASHINGTON} }SS COUNTY OF KING } I certify that I know or have satisfactory evidence that Anthony Wright __ and (is/are) the person(s) who appeared before me, and said person(s) acknowledged that (he/she/they) signed this instrument, on oath stated that (he is/she is /they are) authorized to execute the instrument and acknowledged it as the Director, Facilities Management Division and _ _ of K, County to be the free_ and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated: 1/26/2023 Docusignedby: STEVE RIZIKA Signature:Y -^= _- NOTARY PUBLIC Notary Public in and for _ 2aF5W`4i>§hington STATE OF WASHINGTON Not rintname : Steve Ft,z,ka Commission #178995 (P ) Steve — i - -� -� My Comm. Expires 5/30/2023 Residing at: Mer._Is7acd yya My appointment expires: ___ 05/30/2023 CITY OF KENT SIGNATURE AND ACKNOWLEDGEMENT APPEARS ON FOLLOWING PAGE Page 15 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 15/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-16 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF CITY OF KENT SIGNATURE AND ACKNOWLEDGEMENT GRANTEE: City of Kent i Its: Diu — lcr� Approve as to Form Legal Counsel for City of Kent STATE OF WASHING'TON) }SS COUNTY OF KING } I certify that I know or have satin rY evidence that "nj j i ,..-,,,. and (i ) the person(s) who appeared before m , and said person(s) acknowledged that (he/she/they) si ed this instrument, on oath stated that (he is/she is /they are) authorized to execute the instrument and acknowledged it as the_ and _ of VP to be the free and voluntary act of such party for the uses and purposes menti6ded in this instnlment. ,�ft Dated: hi t'" %20 Signature: Notary Public in and for the State Notary (print name): Residing at: My appointment expires: __J15% Page 16 of 21 FD At�ZPli https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 16/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-17 of 21 Record Datc:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID- 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF Exhibit A Legal Description of the Property rV., VU�� Parcel A of City of Auburn Boundary Line Adjustment No. BLA 17-0014, recorded under Recording Number 20180719900022, records of King County, Washington. APN: 000420-0018 FO.TUTSIAM Government Lot 6 in Section 30, Township 22 North, Range 5 East, W.M, in King County, Washington; also That portion of the following described lands lying between the line of ordinary high water of the Green River and a line drawn concentric with and 150 feet distant Westerly of the top of the left bank of the Green River (said line being later established and described in Mutual Boundary Agreement and Deed recorded under recording no. 8110150749): Government Lots 7, 8 and 9 in Section 30, Township 22 North Range 5 East, W.M., in King County, Washington; and Government Lots 5 and 6 in Section 31, Township 22 North, Range 5 East, W.M., in King County, Washington. APN: 302205-9054 Those portions of Government Lots 10 and 11 in Section 31, Township 22 North., Range 5 East, W.M., in King County, Washington, lying Westerly of the Green River Road and lying Easterly of the Green River; TOGETHER WITH Government Lot 9 in said Section 31, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT that portion thereof described as follows: Beginning at the Northeast comer of said Government Lot; Thence West along the North line thereof to the Easterly margin of the Green River Road; Thence Southeasterly along said Easterly margin to its intersection with the East line of said Government Lot; Thence North along said East line to the Point of Beginning; and Page 17 of 21 https:llrecordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 17/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-18 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF EXCEPT County Road APN: 312205-9011 Page 18 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 18/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-19 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF Exhibit B Description and Illustration of Easement Area THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 31, AS DEPICTED IN THAT CERTAIN RECORD OF SURVEY ON FILE WITH KING COUNTY IN VOLUME 180 OF SURVEYS, PAGES 81 THROUGH 87, UNDER RECORDING NUMBER 20041214900004: THENCE N02030'43'E, ALONG THE EAST LINE OF SAID SUBDIVISION, 1125.91 FEET: THENCE N87'29'17"W 378.98 FEET TO THE MOST EASTERLY CORNER OF THAT CERTAIN PROPERTY LEASED FROM THE DEPARTMENT OF NATURAL RESOURCES, AS ORIGINALLY DEPICTED ON THAT CERTAIN DOCUMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 9804299002 AND FURTHER DEPICTED ON THE AFOREMENTIONED RECORD OF SURVEY, SAID POINT BEING HEREINAFTER REFERRED TO AS "POINT A" AND THE TRUE POINTOF BEGINNING; THENCE N42'59'32'W, ALONG THE NORTHEAST LINE OF SAID LEASED PROPERTY, 109.13 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE N78'29'19"E 35 FEET, MORE OR LESS, TO THE SOUTHWESTERLY RIGHT OF WAY M,1NR TIN OF THE: GREEN RIVER ROADTHENCE SOUTHEASTERLY, ALONG SAID MARGIN, TO A POINT WHICH BEARS N7&'29`I9rF FROM AFORESAID'POINT A'; THENCE $78'29'19"W 36 FEET, MORE OR LESS, TO SAID "POINT A' AND THE TRUE POINT OF BEGINNING; TOGETHER WITH THAT PORTION OF SAID SUBDIVISION DESCRIBED AS (FOLLOWS COMMENCING AT AFORESAID'POINT A`; THENCE S79"62'03"W, ALONG THE SOUTHEAST LINE OF SAID LEASED PROPERTY, 98 00 FEET TO THE MOST SOUTHERLY CORNER THEREOF; THENCE N47'38'21 "W, ALONG THE SOUTHWEST LINE OF SAID LEASED PROPERTY, 113,31 FEET TO THE MOST WESTERLY CORNER THEREOF; THENCE S83`35'45"W 85.30 FEET; THENCE N46"28'33"W 220,89 FEET TO THE TRUE POINT OF BEGINNING; THENCE S46'26'33"E 229.89 FEET THENCE N83'36'45"E 85.36 FEET, THENCE 547°38'21"E 118.31 FEET; THENCE S83°35'45'W 88 85 FEET; THENCE S46'26'33"E 92.75 FEET; THENCE 943`33'27'VV 123.00 FEET TO THE SOUTHWEST LINE OF THAT CERTAIN TRACT OF LAND OWNED BY KING COUNTY KNOWN AS TAIL PARCEL 00-004200018; THENCE N46126'33"W, ALONG SAID SOUTHWEST LINE AND THE SOUTHWEST LINE OF THAT CERTAIN TRACT OF LAND OWNED BY KING COUNTY KNOWN AS TAX PARCEL #3022069054. A DISTANCE OF 459.86 FEET; THENCE N43`33'27"E 182 FEET, MORE OR LESS, TO THE ORDINARY HIGH WATER MARK OF THE GREEN RIVER; THENCE SOUTHEASTERLY, ALONG SAID ORDINARY HIGH WATER MARK. TO A POINT THAT BEARS N43'33'27"E FROM THE TRUE POINT OF BEGINNING; THENCE S43033'27'W 59 FEET, MORE OR LESS. TO THE TRUE POINT OF BEGINNING. AND TOGETHER WITH THAT PORTION OF SAID SUBDIVISION DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 31, AS DEPICTED IN THAT CERTAIN RECORD OF SURVEY ON FILE WITH ICING COUNTY IN VOLUME 180 OF SURVEYS, PAGES 81 THROUGH 87, UNDER RECORDING NUMBER 20041214900004: THENCE NO2'30"43°E, ALONG THE EAST LINE OF SAID SUBDIVISION, 1016,10 FEET; THENCE S70°40'48"W 250.56 FEET TO THE MOST EASTERLY CORNER OF THAT CERTAIN PROPERTY LEASED FROM THE DEPARTMENT OF NATURAL RESOURCES, AS ORIGINALLY DEPICTED ON THAT CERTAIN DOCUMENT RECORDED UNDER KING COUNTY RECORDING NUMBER 9B04299002 AND FURTHER DEPICTED ON THE AFOREMENTIONED RECORD OF SURVEY, SAID POINT BEING HEREINAFTER REFERRED Page 19 of 21 https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 19/21 3/7/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-20 of 21 Record Datc:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID- 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF TO AS'POINT WAND THE TRUE POINT OF 82GINNING; THENCE N23-1 9'12-W, ALONG THE NORTHEAST LINE OF SAID LEASED PROPERTY, 20.05 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE N70040'40"E 35 FEET, MORE OR LESS, TO THE SOUTHWESTERLY RIGHT OF WAY MARGIN OF THE GREEN RIVER ROAD; THENCE SOUTHEASTERLY, ALONG SAID MARGIN, TO A POINT WHICH BEARS N70040'48'E FROM AFORESAID'POINT B'% THENCE 870'40'48"W 36 FEET. MORE OR LESS, TO SAID'POINT B" AND THE TRUE POINT OF BEGINNING, COMMENCING AT AFORESAID "POINT W - THENCE S70"40'48'W, ALONG THE SOUTHEAST LINE OF SAID LEASED PROPERTY, 82.31 FEET TO THE MOST SOUTHERLY CORNER THEREOF AND THE TRUE POINT OF BEGINNING; THENCE N1 5'35'32"W, ALONG THE SOUTHWEST LINE OF SAID LEASED PROPERTY, 20.04 FEET TO THE MOST WESTERLY CORNER THEREOF, THENCE S70*40'49'W 60.73 FEET; THENCE S19'19'12'E 20.00 FEET; THENCE N70040'48"E 59 43 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 70,621 SQUARE FEET, MORE OR LESS - Page 20 of 21 https:llrecordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParcelld&quickSearchSelection=# 20/21 317/23, 12:35 PM Landmark Web Official Records Search Instrument Number: 20230202000641 Document:EAS Rec: $223.50 Page-21 of 21 Record Date:2/2/2023 3:50 PM King County, WA DocuSign Envelope ID: 5CF78C3E-6721-419A-A435-2D2DBDB4BDAF I Link Table Line # Length Direction L1 '109.13' N42°5T32'W L2 35'+1- N78129119"E L3 36' +1- S78129119"W L4 98,00' S79'52'03"W L5 ItB.3V N47'38'21"t1V L6 85.36' S83"35'45"W L7 88.8& 883'35'45"W LB 92.75' S46'26'33"E L9 20.05' N23'19'12"W L'l0 35' +/- N70'40'48"E L'I1 35'+/- S70'40'48'W L12 82.31' S70'4948"W L-13 20.04' N15°35'32"W L14 6U& S70"40'48"W L15 20.00' 819°19"17E L16 59.43' N70'40'48"E L17 59' +1- S43'33'27"W IMPORTANT: THIS IS NOT A SURVEY. tT IS FURNISHED AS A CONVENIENCE TO LOCATE THE LAND INDICATED HEREON WITH 31 32 REFERENCE TO STREETS AND OTHER LAND. NO LIABILITY IS ASSUMED BY REASON OF RELIANCE HEREON. , g. 277TH ST PARCEL PARCEL #0004200018 Project # 277TH BRIDGE PORTION OF THE NE 114 OF SEC 31. TOWNSHIP 22 N. RANGE 05 E. I&M Page 21 of 21 OF KENT lilt r 7"29'17"W 376.98' +u 910 5 1 32 EASEMENT AREA EXHIMI, https://recordsearch.kingcounty.gov/LandmarkWeb/search/index?theme=.blue&section=searchCriteriaParceI Id&quickSearchSelection=# 21 /21