HomeMy WebLinkAbout2015 - Easement and Bill of Sale - Boeing Company / City of Tukwila - 20150508000900 � 1I1LI1I Return Address 'City of Tukwila i
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6200 Southcenter Blvd. 201 50508000900
Tukwila, WA 98188 CITY TY-OF TUKJIL EAS 160.00
Attn: City Clerk 05/08/2015 13:32
KING COUNTY, WA
Document Title(s) (or transactions contained therein):
1. Easement and Bill of Sale EXCISE TL la REQUIRED
2, King Co, •e Ids Division
3. By Deputy
Reference Number(s) of Documents assigned or released:
(on page of documents(s))
Grantor(s) (Last name first,then first name and initials):
1. The Boeing Company, a Delaware corporation
2.
3.
Grantee(s) (Last name first, then first name and initials):
1. The City of Tukwila, a municipality of the State of Washington
2.
3.
Legal description (abbreviated: i.e. lot,block, plat or section, township, range)
Portion of the NW '/4 of Section 29, T24N, R4E, W.M., in the City of Tukwila, County
of King
Full legal begins on page 16 of document.
Assessor's Property Tax Parcel/Account Numbers
0001600020 and 3324049002
EASEMENT AND BILL OF SALE
For and in consideration of One Dollar ($1.00) and other valuable consideration the receipt of
which is hereby acknowledged, THE BOEING COMPANY,a Delaware corporation, ("Grantor"
herein), subject to the terms and conditions of this Easement and Bill of Sale (this
"Agreement") hereby (1) grants and conveys to the CrrY OF TUKWILA, a municipality of the
State of Washington ("Grantee" herein), for the purposes hereinafter set forth a non-exclusive
perpetual easement, over, across and under the real property, in King County, Washington, as
described in Exhibit A (the "Property"), such easement to take up the portion of such property
as is described in Exhibit B and depicted on Exhibit C (the "Easement Area"), which such
exhibits are attached hereto and incorporated herein by this reference and (2) grants, conveys,
and delivers to the Grantee the underground storm water pipe located within the Easement
Area and all valves, piping, and other appurtenances of such storm water pipe that are located
within the Easement Area (together and including any enlargement, enhancement or
replacement thereof, the "Storm Water Pipeline").
Such rights are granted subject to and conditioned upon the following terms,
conditions and covenants which Grantee hereby promises to faithfully and fully observe and
perform.
1. Purpose. Grantee shall have the right to operate, maintain, repair, replace, renew,
retrofit for water quality, and enlarge the Storm Water Pipeline within the Easement Area and
shall have the right of ingress to and egress from the Easement Area from time to time, with
reasonable notice and subject to Grantor approval, which shall not be unreasonably withheld,
for purposes of operation, maintenance, repair, replacement, renewal, retrofitting for water
quality, and/or enlargement of the Storm Water Pipeline.
2. Compliance with Laws and Rules. Grantee shall at all times exercise its rights herein
in compliance with all applicable laws and regulations. Grantee shall obtain all permits and
approvals required by any governmental agencies that may be necessary to Grantee's intended
use of the Easement Area and of the Storm Water Pipeline.
3. Grantee Use and Activities. Grantee shall use the Easement Area for no purpose other
than the purposes set out in Section 1 of this Agreement. Grantee shall exercise its rights
under this Agreement so as to avoid interference with Grantor's use of the Easement Area as
set forth in Paragraph 4. Grantee shall, at all times, exercise its rights hereunder in a manner
so as to prevent bodily harm to persons (whomsoever) and damage to property (whatsoever,
provided that the foregoing is not intended to prevent the Grantee from disturbing soils or
removing personal property within the Easement Area in order to exercise its rights under this
Easement). Grantees' activities under this Easement shall be completed in a careful,
competent and workmanlike manner, free of all claims of liens. Grantee shall maintain and
repair the Easement Area (and improvements thereon) as necessary to keep the same in a neat,
clean and safe condition.
4. Grantor's Use of the Easement Area and Access by Grantor During Construction.
Grantor reserves the right to use the Easement Area for any purpose not inconsistent with the
rights herein granted; provided, that Grantor shall not construct or maintain any building or
other structure on the Easement Area which would interfere with the exercise of the rights
herein granted. Grantee shall make provisions satisfactory to Grantor for continued access by
Grantor along, over and across the Easement Area during periods in which Grantee is
conducting construction or other activities. In the event of an emergency requiring immediate
action by either party for the protection of its facilities or other persons or property, such party
may take such action upon such notice to the other party as is reasonable under the
circumstances. Grantor expressly reserves the right to use the Storm Water Pipeline
outfall to convey storm water and runoff from Grantor's property in an overflow
capacity at any time when the quantity of such water exceeds the capacity of Grantor's
storm water treatment system. Grantor agrees to be responsible for impacts or damages
to the extent caused by said discharge of overflow water, if any.
5. Environmental Matters.
5.1 Definitions:
a) As used herein, the term "Hazardous Substance" means any
hazardous, toxic, chemical, or dangerous substance, pollutant, contaminant, waste or material,
including petroleum, which is regulated under any and all federal, state, or local statute,
ordinance, rule, regulation, or common law relating to chemical management, environmental
protection, contamination, or cleanup including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 as amended (42 U.S.C. §
9601 et seq.), the Resource Conservation and Recovery Act as amended (42 U.S.C. § 6901 et
seq.) or any other Federal, state, county, or city law, or any other ordinance or regulation
existing or which may exist.
b) As used herein the term "Environmental Laws and
Requirements" means any and all federal, state, local laws, statutes (including without
limitation the statutes referred to in Paragraph 5.1(a), above), ordinances, rules, regulations
and/or common law relating to environmental protection, contamination, the release,
generation, production, transport, treatment, processing, use, disposal, or storage of Hazardous
Substances, and the regulations promulgated by regulatory agencies pursuant to these laws, and
any applicable federal, state, and/or local regulatory agency-initiated orders, requirements,
obligations, directives, notices, approvals, licenses, or permits, including but not limited to
those for the reporting, investigation, cleaning, discharge, or remediation of any Hazardous
Substances on the Property. The term "Environmental Laws and Requirements" specifically
includes,but is not limited to, all applicable Health and Safety Plan(s); Boeing's applicable
safety and security precautions; the National Pollutant Discharge Elimination System and State
Waste Discharge General Permit for Stormwater Discharges Associated with Industrial
Activities ("ISWGP") issued by Washington Department of Ecology; and the Administrative
Order on Consent [RCRA Docket No. 1092-01-22-3008(h)] ("RCRA Order") issued to Boeing
in 1994 by the United States Environmental Protection Agency under RCRA Section 3008(h),
as amended.
5.2 Compliance with Environmental Laws and Requirements. Except as
otherwise agreed by Grantor in writing, Grantee shall be solely responsible at its expense for
obtaining any permits, licenses or approvals, and for preparing, maintaining and submitting
any records or reports, as required under applicable Environmental Laws and Requirements for
its operations in the Easement Area and for the discharge of water through the Storm Water
Pipeline. Grantee, and its contractors and agents, shall at all times exercise its rights herein in
compliance with any and all Environmental Laws and Requirements and shall not cause, permit
or allow the presence of and shall not generate, release, store, or deposit any Hazardous
Substances on or about the Property in violation of any Environmental Laws and Requirements,
or in a manner which may give rise to liability for environmental cleanup, damage to property,
or personal injury to Grantor or any other person. Grantee shall not release any Hazardous
Substances into the soil, water (including groundwater) or air of the Property or onto any other
adjoining property in violation of Environmental Laws and Requirements, or in a manner
which may give rise to liability for environmental cleanup, damage to property, or personal
injury to Grantor or any other person. In the event of a spill or other release of Hazardous
Substances caused by Grantee, its agents, employees or invitees at or from the Property, -
Grantee shall take such emergency action as may be immediately required and Grantee shall
notify Grantor of such spill or other release as soon as possible and shall take such responsive
action as Grantor shall direct.
5.3 City of Tukwila Stormwater Sampling. Grantee shall implement the
necessary controls,best management practices, maintenance and monitoring of the Storm
Water Pipeline to ensure Grantee's stormwater entering the Property meets Environmental
Laws and Requirements. No later than the date falling ninety (90) days after the date on which
this Easement is recorded, Grantee shall submit to Grantor a Sampling and Analysis Plan
describing the time, place, frequency, methods, and reporting of the monitoring activities for
Grantor's review and approval. The Sampling and Analysis Plan shall propose monitoring for
three years to establish a baseline of the State of Washington Sediment Management Standard
constituents in Grantee stormwater entering the property.
5.4 Fill Material. In the event that Grantee encounters, or suspects that it has
encountered any hazardous substances in the Easement Area in furtherance of its rights set
forth in paragraph 1, Grantee shall cease all operations and notify Grantor. If the encountered
or suspected hazardous substances are not the result of the acts or omissions of Grantee,
Grantor shall, at its own expense, determine if the material is hazardous, as determined by
applicable law. If the material should prove to be hazardous, then the Grantor shall, at its own
expense, remove, dispose, or otherwise handle such hazardous substances, as necessary, in
accordance with applicable law, or reroute the Easement Area, if possible. If hazardous
substances are removed, Grantor also shall provide substitute nonhazardous material to replace
the removed material for Grantee to use in its operation, if necessary. Should the encountered
or suspected material prove not to be hazardous, Grantee shall proceed with the operations at its
own cost, with no recourse against the Grantor for the cost of schedule delays incurred due to
the delay in operation. If the encountered or suspected hazardous substances are the result of
the acts or omissions of Grantee, Grantor's characterization of the substances involved and any
removal, disposal or other handling costs incurred in connection with the removal, disposal or
handling of the hazardous substances will be at Grantee's expense, and Grantee shall have no
recourse against Grantor for the cost of schedule delays incurred due to the delay in operation.
Any environmental mitigation requirements imposed as a result of the exercise of any right or
obligation of Grantee hereunder shall be the sole responsibility and expense of Grantee.
5.5 Remediation. Should Grantee fail to perform any of its obligations
pursuant to this agreement or to any and all Environmental Laws and Requirements, Grantee
shall at its own expense promptly remedy such noncompliance. Grantee shall at its own expense
remove or remediate any unsafe condition that Grantee has caused to occur and clean up or
remediate any Hazardous Substance which Grantee has caused to be released at or from the
Property. Should Grantee fail so to do, Grantor shall have the right, but not the duty, to perform
the same, at Grantee's expense. As further described in paragraphs 5.5 and 6, Grantee shall hold
Grantor harmless from any losses, including claims of third parties, resulting from any
noncompliance with Environmental Laws and Requirements, or from any unsafe condition or
release of Hazardous Substances caused by Grantee.
5.6 Documentation and Right to Inspect. Grantee shall provide copies to
Grantor of any monitoring data related to the Easement Area and Storm Water Pipeline, as well as
reports regarding its operations at the Property including the Easement Area which are submitted
to governmental agencies pursuant to Environmental Laws and Requirements, if any. Grantee
shall also make available to Grantor upon request all permits and approvals, and all records
maintained by Grantee pursuant to any Environmental Laws and Requirements. Grantor and/or its
agents or employees shall have the right but not the obligation to periodically inspect the
Easement Area to confirm that Grantee is in compliance with the terms of this Agreement,
including compliance with any and all Environmental Laws and Requirements. Further, if
Grantor at any time should have any cause to believe that Grantee's use of the Easement Area
may give rise to liability for environmental cleanup, damage to property, or personal injury to
Grantor or any other person or that any Hazardous Substances are or at any time during the term
of this Agreement have been released at or from the Property including the Easement Area by the
Grantee or its Contractors without strict compliance with all Environmental Laws and
Requirements, Grantor shall have the right at its discretion, but not the duty, at any reasonable
time to conduct an inspection of the Easement Area including invasive tests to determine whether,
and the extent to which, Hazardous Substances have been released. Grantor may retain any
independent qualified professional consultant to enter the property to conduct such inspections.
Such consultant's reasonable fee shall be payable by Grantee if such consultant determines that
Grantee's activities may give rise to liability for environmental cleanup, damage to property, or
personal injury to Grantor or any other person; constitute a material violation of Environmental
Laws and Requirements; or have resulted in the release of Hazardous Substances into the
environment which may give rise to liability for environmental cleanup, damage to property, or
personal injury Grantor or any other person; otherwise, such fee shall be payable by Grantor.
5.7 Environmental Indemnification. Grantee shall indemnify, hold harmless,
and defend Grantor and the Grantor Parties (as defined in Paragraph 6.1) from any and all
claims, losses, damages, response costs, and expenses arising out of or in any way relating to the
violation of any Environmental Laws and Requirements, or to the generation, release, storage,
deposit or disposal of Hazardous Substances, to the extent caused by Grantee, its agents,
employees and invitees at any time during the term of this Agreement, including but not limited
to: (1) claims of third parties, including governmental agencies, for damages (including personal
injury and/or property damage), response costs, fines, penalties, injunctive or other relief; (2) the
cost, expense, or loss to Grantor of any injunctive relief, including preliminary or temporary
injunctive relief, applicable to the Grantor or the Property; and (3) the expense of reporting the
existence of Hazardous Substances to any agency of any state government or the United States as
required by applicable laws or regulations, before and after any trial or appeal therefrom whether
or not taxable as costs; all of which shall be paid by Grantee when accrued.
Grantor shall indemnify, hold harmless, and defend Grantee from any and all claims,
losses, damages, response costs, and expenses arising out of or in any way relating to the
violation by Grantor of any Environmental Laws and Requirements, or to the generation, release,
storage, deposit or disposal of Hazardous Substances, to the extent caused by Grantor, its agents,
employees and invitees at any time prior to or during the term of this Agreement, including but
not limited to: (1) claims of third parties, including governmental agencies, for damages
(including personal injury and/or property damage), response costs, fines, penalties, injunctive or
other relief; (2) the cost, expense, or loss to Grantee of any injunctive relief, including
preliminary or temporary injunctive relief, applicable to the Grantee or the Property; and (3) the
expense of reporting the existence of Hazardous Substances to any agency of any state
government or the United States as required by applicable laws or regulations,before and after
any trial or appeal therefrom whether or not taxable as costs; all of which shall be paid by
Grantor when accrued.
6. Indemnity and Insurance.
6.1 To the extent permitted by law, Grantee agrees to release, indemnify and hold
harmless Grantor, its corporate affiliates, and Grantor's successors or assigns in title to the
Property, and each of their respective directors, officers, employees, agents, servants and
representatives, (the "Grantor Parties") from any and all actions, liabilities, demands, claims,
suits,judgments, liens, awards, and damages arising out of the negligent acts, errors or
omissions or willful misconduct of Grantee, (hereinafter referred to as "Claims"), including
claims for injury to or death of any person, loss of or damage to any property, and costs,
expenses and reasonable attorneys' fees incurred by Grantor in connection therewith (including
costs in connection with establishing the right to indemnification hereunder), asserted or arising
directly or indirectly from, on account of, of in connection with operation, maintenance, use, or
control of the Easement Area (and improvements thereon), the Storm Water Pipeline, or
presence on the Property in connection therewith of Grantee, or any agent, employee of Grantee
or any contractor providing goods or services to Grantee ("Contractor") or any Contractor's
personnel. The foregoing is not intended to require the Grantee to indemnify the Grantor Parties
with respect to any Claim to the extent that it was caused by the negligence or willful misconduct
of the Grantor Parties. With respect to all or any portion of the foregoing obligation, a party's
total liability to the other party and anyone claiming by, through, or under the other party for any
cost, loss, or damages caused in part by the negligence of the party and in part by the negligence
of the other party or any other negligent entity or individual, shall not exceed the percentage
share that the party's negligence bears to the total negligence of Grantor, Grantee, and all other
negligent entities and individuals.
With respect to any liability under this Section 6.1 which may be held to be within the purview
of RCW 4.24.115, such obligation shall apply only to the maximum extent permitted by RCW
4.24.115. Grantee expressly waives any immunity under industrial insurance whether arising
from RCW Title 51 or any other any statute or other source, to the extent of the indemnity set
forth in this paragraph. In the event that Grantee is successful in proving that the foregoing
indemnity is limited by applicable law, Grantee shall defend, indemnify and hold harmless the
Grantors to the full extent allowed by applicable law. In no event shall Grantee's obligations
hereunder be limited to the extent of any insurance available to or provided by Grantee.
6.2 Grantee shall ensure that any Contractor carries and maintains Commercial General
Liability insurance with available limits of not less than One Million Dollars ($1,000,000) per
occurrence for bodily injury, including death, and property damage combined, One million Dollars
($1,000,000) general aggregate. Such insurance shall be in a form and with insurers acceptable to
Grantor and shall contain coverage for all premises and operations,broad form property damage
and contractual liability (including without limitation that specifically assumed herein). Any
policy which provides the insurance required under this paragraph shall: (a) be endorsed to name
"The Boeing Company and its subsidiaries and their respective directors, officers, employees,
agents, attorneys and assigns" as additional insureds (hereinafter "Additional Insured") with
respect to any liability arising out of Grantee's presence on the Property (or such Contractor's
presence as the case may be), (b) be endorsed to be primary to any insurance maintained by The
Boeing Company; (c) contain a severability of interest provision in favor of the Additional Insured
and (d) contain a waiver of any rights of subrogation against the Additional Insured.
If licensed vehicles will be used in connection with this Easement, Grantee shall carry and
maintain, and shall ensure that any Contractor who uses licensed vehicles in connection with this
permit carries and maintains, Automobile Liability insurance covering all vehicles, whether
owned, hired, rented, borrowed or otherwise, with limits of liability of not less than One Million
Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage.
Grantee shall cover or maintain, and shall ensure that any Contractor covers or maintains,
insurance in accordance with the applicable laws relating to workers' compensation, with respect
to all of their respective employees working on or about the Property, regardless of whether such
coverage of insurance is mandatory or merely elective under the law.
Grantee shall not access the Property unless Grantee shall have first provided for Grantor's
review and approval, a certificate of insurance reflecting full compliance with the requirements set
forth herein. Such certificate shall list The Boeing Company. as certificate holder and shall be
kept current and in compliance throughout the period of this permit and shall provide for thirty
(30) days advance written notice to Grantor in the event of cancellation.
7. Abandonment. The rights herein granted shall continue until such time as Grantee
ceases to use said Easement Area for a period of five (5) successive years, in which event this
easement shall terminate and all rights hereunder shall revert to Grantor.
8. Notices. Notices required to be in writing under this Agreement shall be personally
served or sent by U.S. mail. Any notice given by mail shall be deemed to have been received
•
when three days have elapsed from the time such notice was deposited in the U.S. mail
addressed as follows:
To Grantor:
Boeing Planning & Real Estate
10-18 Building; M/C 6X5-13
635 Park Ave N
Renton, WA 98055
Attn: Director
With a copy
to:
Boeing Law Department
7755 E. Marginal Way South
MC 11-XT
Seattle, WA 98108
Attn: Real Estate Counsel
To Grantee:
Public Works Department
6300 Southcenter Blvd., #100
Tukwila, WA 98188
Either party may change the address to which notices may be given by giving notice as above
provided.
9. Repairs. Grantee shall repair any damage to the Property, the Easement Area and/or
any other property of the Grantor caused by the exercise by Grantee of its rights hereunder or
shall compensate Grantor therefor.
10. As Is; No Warranties.
10.1 No Warranty of Title. The rights granted herein are subject to permits, leases,
licenses, and easements, if any, heretofore granted by Grantor affecting the Easement Area.
Grantor does not warrant title to its property and shall not be liable for defects thereto or
failure thereof.
10.2 Grantee's Inspection; Grantor's Documents and Records. Grantee
acknowledges that prior to Grantee's execution of this Agreement, Grantee had access to all
documents and records provided by Grantor related to the environmental condition and prior
use of the Easement Area and the Storm Water Pipeline. Grantee further acknowledges that it
has had a full opportunity to conduct such physical examination and testing as Grantee has
deemed necessary of the Easement Area and the Storm Water Pipeline. Grantor represents to
Grantee that Grantor has made available to Grantee all documents known to Grantor that
relate to the condition of the Easement Area and/or the Storm Water Pipeline. For purposes
of this Paragraph 10.2, a document is "known to Grantor" if it is within the actual knowledge
of Will Ernst, Grantor's Remediation Project Manager for the Property.
10.3 DISCLAIMER AND RELEASE. EXCEPT FOR THE REPRESENTATION IN
PARAGRAPH 10.2 AND GRANTOR'S OBLIGATIONS SET OUT IN PARAGRAPH
5.4 AND 5.7, THE EASEMENT AREA AND THE STORMWATER PIPELINE AND
ANY GOODS OR SERVICES PROVIDED OR TO BE PROVIDED IN CONNECTION
WITH THIS AGREEMENT ARE BEING PROVIDED TO THE GRANTEE "AS IS,
WHERE IS" WITH ANY AND ALL FAULTS AND ENVIRONMENTAL
LIABILITIES AND WITHOUT WARRANTY OF ANY KIND. THE WARRANTIES,
OBLIGATIONS AND LIABILITIES OF GRANTOR AND ANY GRANTOR PARTY
AND THE REMEDIES OF THE GRANTEE SET FORTH IN THIS CONTRACT ARE
EXCLUSIVE AND IN SUBSTITUTION FOR, AND GRANTEE HEREBY WAIVES,
RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF GRANTOR AND ANY GRANTOR PARTY AND ALL OTHER
RIGHTS, CLAIMS AND REMEDIES OF THE GRANTEE AGAINST GRANTOR OR
ANY GRANTOR PARTY, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE,WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN
THE EASEMENT AREA OR THE STORMWATER PIPELINE, ANY SERVICES, OR
ANY OTHER ITEM PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT
NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN
TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF
ANY PARTY (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
LOSS OF OR DAMAGE TO ANY PROPERTY.
10.4 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. NEITHER
GRANTOR NOR ANY GRANTOR PARTY SHALL HAVE ANY OBLIGATION OR
LIABILITY TO GRANTEE, WHETHER ARISING IN CONTRACT (INCLUDING
WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR
OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER
INCIDENTAL OR CONSEQUENTIAL DAMAGES.
11. Covenants Running with the Land; Successors and Assigns. The terms and conditions
of this Agreement shall be covenants running with the land, and shall burden and benefit the
Grantor, the Grantee, and their respective successors and assigns in interest as owners of the
•
Property (in the case of the Grantor and its successors and assigns) or as grantees of the rights
hereunder (in the case of the Grantee and its successors and assigns). Upon transfer of title to
the Property by Grantor or assignment of its rights hereunder by Grantee, the benefits and
burdens of this Agreement shall pass to the transferee, and the transferor shall be liable only
for those matters that arose during the period of such transferor's ownership of the Property or
of the rights of the Grantee, as the case may be, and the rights and obligations of the parties
shall inure to the benefit of and be binding upon their respective successors and assigns.
12. Termination; Relocation.
12.1 Grantor may require Grantee to relocate the easement granted hereby at any
time and from time to time to another area of the Grantor's property, provided that any such
relocation shall be at Grantor's expense, and provided that any area to which the easement is
relocated shall be deemed the "Easement Area" for all purposes of this instrument from the
date of such relocation.
12.2 In the event Grantee breaches or fails to perform or observe any of the terms
and conditions herein, and fails to cure such breach or default within ninety (90) days of
Grantor's giving Grantee written notice thereof, or, if not reasonably capable of being cured
within such ninety (90) days, within such other period of time as may be reasonable in the
circumstances, Grantor may terminate Grantee's rights under this Agreement in addition to
and not in limitation of any other remedy of Grantor at law or in equity, and the failure of
Grantor to exercise such right at any time shall not waive Grantor's right to terminate for any
future breach or default.
12.3 Upon termination of this Agreement and if requested by Grantor, Grantee, at
its sole cost and expense, shall remove from the Easement Area, or abandon in place in
compliance with all applicable laws and regulations and otherwise in a manner reasonably
satisfactory to Grantor, any and all improvements thereon and restore the Easement Area to a
condition as good or better than it was prior to construction of said improvements.
12.4 No termination of this Agreement shall release Grantee from any liability or
obligation with respect to any matter occurring prior to such termination.
13. Attorneys' Fees. In the event either party brings a legal action against the other party
to enforce its rights hereunder, the substantially prevailing party shall be entitled to receive
reimbursement from the other party for such prevailing party's costs incurred in such legal
action (including the costs of appeal), including the reasonable fees and disbursement of the
prevailing party's attorneys, in addition to all other rights and remedies available to the
prevailing party at law or in equity.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but one
instrument.
15. Complete Agreement. This Agreement contains the entire agreement of the parties
with respect to this subject matter and supersedes all prior or contemporaneous writings or
discussions relating to the easement provided for herein. This Agreement may not be
amended except by a written document executed after the date hereof by the duly authorized
representatives of Grantor and Grantee. This Agreement includes Exhibits A, B, and C,
which by this reference are incorporated into this Agreement.
16. Choice of Law. This Agreement shall be governed by the laws of the State of
Washington exclusive of its choice of law rules.
DATED U "-"1-- i$
Grantee: Grantor:
The City of Tukwila The Boeing Company
By: Fy ,' as/ By: 0.4r
Its: 5 .u.. • ��•'i sh Its: Authorized Signatory
Date Signed: Date Signed: 1 I - z-t - 13
•
ACKNOWLEDGMENT ACKNOWLEDGMENT
State of Washington ) State of Washington )
) ss. ) ss.
County of King ) County of King )
I certify that I know or have satisfactory I certify that I know or have satisfactory
evidence that ` ,m 99pf7:04) is the evidence that Steven E. Sahlinger is the person who
person who appeared before me, and said person appeared before me, and said person acknowledged
acknowledged that he signed this instrument, on that he signed this instrument, on oath stated that he
oath stated that he was authorized to execute the was authorized to execute the instrument and
instrument and acknowledged it as the acknowledged it as the Authorized Signatory of
dY.O vJ D of The City of Tukwila, a The Boeing Company, a Delaware corporation, to
municipality of the State of Washington,to be the be the free and voluntary act and deed of such party
free and voluntary act and deed of such party for for the uses and purposes mentioned in the
the uses and purposes mentioned in the instrument. instrument.
Dated: - i 5 Dated: 1 ( -2:7 - (3
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Notary public in and for the State of Notary public in and for the State of
Washington,residing at Washington,residing at
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My appointment expires My appointment expires
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EXHIBIT A
Legal Description of the Property
LEGAL DESCRIPTION (PLANT 2-CONSOLIDATED)
APN: 0022000005,0022000165,0022000195,2924049056,2924049098,2185000005
APN:282404-9009,332404-9002,2924049112, &000160-0020
A TRACT OF LAND BETWEEN THE DUWAMISH WATERWAY AS ESTABLISHED BY
COMMERCIAL WATERWAY DISTRICT NO. 1 OF KING COUNTY,WASHINGTON
AND EAST MARGINAL WAY SOUTH IN SECTIONS 28,29,32 AND 33,
TOWNSHIP 24 NORTH,RANGE 4 EAST,W.M.,DESCRIBED AS FOLLOWS;
BEGINNING AT THE INTERSECTION OF THE SOUTH MARGIN OF SOUTH
WEBSTER STREET,BEING 12 FEET SOUTH OF THE CENTERLINE THEREOF,
AND THE SOUTHWESTERLY MARGIN AT EAST MARGINAL WAY SOUTH,BEING
65 FEET SOUTHWESTERLY OF THE CENTERLINE THEREOF;THENCE SOUTH
47°52' 17"EAST,ALONG THE SOUTHWESTERLY MARGIN OF EAST
MARGINAL WAY SOUTH,221.97 FEET,TO THE WEST MARGIN OF 14TH
AVENUE SOUTH;THENCE SOUTH 00°58'43"WEST,ALONG THE WEST
MARGIN OF 14TH AVENUE SOUTH BEING 60 FEET IN WIDTH,543.66 FEET,
TO A POINT THAT IS 637.11 FEET NORTH OF THE SOUTH LINE OF •
GOVERNMENT LOT 13 IN SAID SECTION 29;THENCE SOUTH 88°05'51"
EAST,PARALLEL WITH SAID SOUTH LINE,60.01 FEET TO THE EAST
MARGIN OF 14TH AVENUE SOUTH;THENCE NORTH 00°58'43"EAST,
ALONG SAID EAST MARGIN, 131.35 FEET;THENCE SOUTH 89° 12'41"
EAST,A DISTANCE OF 182.89 FEET; THENCE NORTH 00°47' 19"EAST,
A DISTANCE OF 45.88 FEET;THENCE SOUTH 89° 12'41" EAST,A
DISTANCE OF 137.92 FEET TO THE WEST MARGIN OF 16TH AVENUE SOUTH;
THENCE SOUTH 01°57'52"WEST,ALONG THE SAID WEST MARGIN OF 16TH
AVENUE SOUTH,585.85 FEET,TO A POINT OF CURVE;THENCE CONTINUING
ALONG SAID WEST MARGIN ON A CURVE TO THE RIGHT, SAID CURVE HAVING
A RADIUS OF 1860.08 FEET,THROUGH A CENTRAL ANGLE OF 11 °02'53"
AN ARC LENGTH OF 358.67 FEET,TO THE POINT OF TANGENCY;THENCE
CONTINUING ALONG SAID WEST MARGIN,SOUTH 13°00'45" WEST 282.75
FEET,TO THE NORTHEAST CORNER OF A PORTION OF 16TH AVENUE SOUTH,
AS VACATED BY KING COUNTY ORDINANCE NO. 858 AND FILED IN KING
COUNTY RECORDS UNDER RECORDING NO.7111090468;THENCE SOUTH
76°59' 15" EAST, TO THE SOUTHEAST CORNER THEREOF A DISTANCE OF
89.03 FEET;THENCE NORTH 13°00'45"EAST,A DISTANCE OF 121.86
FEET;THENCE NORTH 14°06'06"EAST,A DISTANCE OF 303.66 FEET TO
THE INTERSECTION WITH THE SOUTH LINE OF SAID SECTION 28,WHENCE
THE SOUTHWEST SECTION CORNER BEARS SOUTH 88°09'49"EAST,A
DISTANCE OF 35.92 FEET; SAID POINT BEING ON A CURVE ON THE
EASTERLY MARGIN OF 16TH AVENUE SOUTH FROM WHENCE THE CENTER
BEARS NORTH 81°09'46"WEST 1960.08 FEET;THENCE NORTHERLY
ALONG SAID EASTERLY MARGIN AND SAID CURVE THROUGH A CENTRAL
ANGLE OF 06°52'22"AN ARC LENGTH OF 235.12 FEET TO THE POINT OF
TANGENCY;THENCE CONTINUING ALONG SAID EASTERLY MARGIN NORTH
01°57'52" EAST 534.65 FEET TO A POINT OF INTERSECTION WITH
THE SOUTHWESTERLY MARGIN OF SAID EAST MARGINAL WAY SOUTH,
BEING 65 FEET DISTANT FROM,AS MEASURED AT RIGHT ANGLES TO,
THE CENTERLINE OF SAID EAST MARGINAL WAY SOUTH;
THENCE ALONG SAID SOUTHWESTERLY MARGIN OF EAST MARGINAL WAY SOUTH
ON THE FOLLOWING COURSES: SOUTH 47°52' 17" EAST 1189.40 FEET TO
THE SOUTH LINE OF SAID SECTION 28;THENCE SOUTH 88°09'49"EAST
ALONG SAID SOUTH LINE 23.20 FEET;THENCE SOUTH 47°52' 17"EAST
761.80 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT
HAVING A RADIUS OF 2814.67 FEET;THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 25°20'43" AN ARC LENGTH 1245.10
FEET TO THE POINT OF TANGENCY;THENCE SOUTH 22°32'06"EAST 165.28
FEET TO AN INTERSECTION WITH A LINE PARALLEL WITH AND 825 FEET
SOUTHERLY OF,MEASURED AT RIGHT ANGLES TO,THE NORTH LINE OF THE
JOHN BUCKLEY DONATION LAND CLAIM NO.42; THENCE LEAVING SAID
SOUTHWESTERLY MARGIN OF EAST MARGINAL WAY SOUTH AND PROCEEDING
ALONG SAID PARALLEL LINE NORTH 89° 12'23"WEST 1385.87 FEET TO
A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SAID DUWAMISH
WATERWAY,SAID POINT BEING ON A CURVE FROM WHENCE THE CENTER BEARS
SOUTH 53°50'05" WEST 1969.12 FEET; THENCE NORTHWESTERLY ALONG
SAID RIGHT-OF-WAY LINE AND SAID CURVE,THROUGH A CENTRAL ANGLE OF
11°41'41" AN ARC LENGTH OF 401.92 FEET TO THE POINT OF TANGENCY;
THENCE NORTH 47°51'36" WEST ALONG SAID RIGHT OF WAY LINE 1068.05
FEET TO A POINT ON THE EASTERLY LINE OF THAT 11 FOOT VACATION OF
16TH AVENUE SOUTH AS RECORDED IN VOLUME 38 PAGE 455 OF KING COUNTY
COUNCIL RECORDS DATED JUNE 24, 1940;THENCE CONTINUING NORTH
47°51 '36" WEST,ALONG SAID EASTERLY LINE OF THE WATERWAY 101.91
FEET,TO THE WESTERLY LINE OF SAID VACATED 16TH AVENUE SOUTH;
THENCE CONTINUING NORTH 47°51 '36"WEST,ALONG SAID EASTERLY LINE
OF SAID WATERWAY 2380.00 FEET TO THE MEDIAN LINE OF SLIP NO.4 AS
DEFINED IN AN AGREEMENT RECORDED UNDER RECORDING NO.4477307,IN
KING COUNTY RECORDS;
THENCE NORTH 56°29'43" EAST,ALONG SAID MEDIAN LINE,290.45 FEET
TO AN ANGLE POINT IN SAID MEDIAN LINE;THENCE NORTH 43°08"07"EAST,
ALONG SAID MEDIAN LINE, 293.08 FEET;THENCE SOUTH 51°08'00"EAST,
PERPENDICULAR TO VACATED RIVERSIDE AVENUE, 107.50 FEET,TO THE
INTERSECTION WITH THE EXTENSION OF THE SOUTH LINE OF LOT 7 BLOCK 43
OF RIVER PARK AS FILED IN KING COUNTY RECORDS,IN VOLUME 7 OF PLATS
PAGE 41;THENCE SOUTH 88° 14'56"EAST,ALONG SAID SOUTH LINE EXTENDED,
199.95 FEET,TO THE WEST LINE OF ABRAMS ADDITION AS FILED IN KING COUNTY
RECORDS,IN VOLUME 11 OF PLATS PAGE 30;THENCE NORTH 01°51' 19" EAST,
ALONG SAID WEST LINE,68.25 FEET,TO THE NORTHWEST CORNER OF BLOCK 5 OF
ABRAMS ADDITION AS PLATTED;THENCE SOUTH 88°14'51" EAST,ALONG THE NORTH
LINE OF SAID BLOCK 5, 367.67 FEET TO THE NORTHEAST CORNER THEREOF;
THENCE SOUTH 01°40'39"WEST,ALONG THE EAST LINE OF SAID BLOCK 5, 236.00
FEET,TO THE SOUTHEAST CORNER THEREOF;THENCE CONTINUING SOUTH 01°40'39"
WEST,24.00 FEET,TO THE NORTHEAST CORNER OF BLOCK 4 OF SAID ABRAMS
ADDITION;THENCE SOUTH 88°14'51"EAST,PARALLEL WITH SOUTH AUSTIN
STREET 3.55 FEET;TO A PARCEL OF LAND DEEDED TO THE CITY OF SEATTLE,
FILED UNDER RECORDING No. 8802190331,RECORDS OF KING COUNTY;THENCE
SOUTH 48°16'50" EAST, 89.36 FEET;THENCE NORTH 42°25'28" EAST,45.24
FEET;THENCE NORTH 02°22'56" EAST,23.09 FEET TO THE SOUTH MARGIN OF
SOUTH AUSTIN STREET;THENCE SOUTH 88°14'51"EAST,ALONG THE SOUTH MARGIN
SOUTH OF AUSTIN STREET 14.20 FEET TO THE WEST LINE OF CITY OF SEATTLE
VACATION ORDINANCE 114027;THENCE NORTH O1°45'09 EAST,ALONG THE WEST
LINE, 24.00 FEET TO THE SOUTHEAST CORNER OF LOT 1 BLOCK 6 OF SAID ABRAMS
ADDITION;THENCE NORTH 88°14'51"WEST,ALONG THE SOUTH LINE OF LOT 1,
92.01 FEET TO THE SOUTHWEST CORNER OF LOT 1 BLOCK 6;THENCE NORTH 01°40'39"
EAST ALONG THE WEST LINE OF BLOCK 6, 236.00 FEET TO THE NORTHWEST CORNER
OF LOT 8,BLOCK 6 AND THE SOUTH MARGIN OF SOUTH WEBSTER STREET;THENCE
SOUTH 88° 14'51"EAST,ALONG THE SOUTH MARGIN OF SOUTH WEBSTER STREET,
284.45 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING 4,777,635 SQUARE FEET,OR+1- 109.679 ACRES.MORE OR LESS
EXHIBIT B
(Legal Description of Easement Area)
THE BOEING COMPANY— PLANT 2 FACILITY
20 FOOT WIDE STORM SEWER EASEMENT (LEGAL DESCRIPTION)
A 20 FOOT WIDE STRIP EASEMENT FOR STORM SEWER MAINTENANCE, INGRESS AND
EGRESS THEREON; OVER, UNDER AND ACROSS A PORTION OF THE NORTHWEST
QUARTER OF SECTION 29, TOWNSHIP 24 NORTH, RANGE 04 EAST, W.M., CITY OF
TUKWILA, IN KING COUNTY, WASHINGTON, LYING 10 FEET ON EITHER SIDE OF THE
FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST BOUNDARY CORNER OF THE AMENDED BOEING
PLANT 2 BOUNDARY SURVEY, AS RECORDED IN VOLUME 131 OF SURVEYS, PAGE 189,
RECORDS OF KING COUNTY, WASHINGTON. SAID CORNER BEING THE INTERSECTION
OF THE SOUTH LINE OF SAID BOEING PLANT 2 BOUNDARY, WITH THE
NORTHEASTERLY RIGHT OF WAY LINE OF THE DUWAMISH COMMERCIAL WATERWAY,
SAID INTERSECTION BEING A POINT ON A CURVE TO THE LEFT FROM WHENCE THE
CENTER BEARS SOUTH 53°50'05" WEST, A DISTANCE OF 1,969.12 FEET; THENCE
ALONG SAID CURVE, AND WESTERLY BOUNDARY, THROUGH A CENTRAL ANGLE OF
01°41'11", AN ARC LENGTH OF 57.96 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 55°24'58" EAST, A DISTANCE OF 44.25 FEET; THENCE SOUTH 88°00'15"
EAST, A DISTANCE OF 89.07 FEET; THENCE CONTINUING ALONG SAID CENTERLINE,
THE FOLLOWING COURSES AND DISTANCES; NORTH 43°30'39" EAST, 227.43 FEET;
NORTH 59°01'56" EAST, 39.63 FEET; NORTH 41°44'25" EAST, 540.02 FEET; NORTH
46°18'25" EAST, 217.71 FEET, NORTH 49°23'57" WEST, 273.03 FEET; NORTH 22°14'07"
EAST, 75.84 FEET; THENCE NORTH 41°18'36" EAST, A DISTANCE OF 58.20 TO THE
INTERSECTION WITH THE SOUTHWESTERLY MARGIN OF EAST MARGINAL WAY
SOUTH, FROM WHICH THE POINT OF COMMENCEMENT BEARS SOUTH 30°54'54"WEST,
A DISTANCE OF 1,280.49 FEET, AND THE TERMINUS OF SAID STRIP DESCRIPTION.
THE SIDELINES OF SAID STRIP OF LAND SHALL BE LENTHENED OR SHORTENED TO
TERMINATE ON THE BOUNDARIES HEREIN DESCRIBED.
CONTAINING 31,303.6 SQUARE FEET, OR ±0.719 ACRES, MORE OR LESS.
DHA Job No. 12-1963
Date: 03/05/2012
DHA Duane Hartman&Associates, Inc. www.dhasurveyors.com
EXHIBIT C
(Drawing Showing Easement Area)
DRAWING IS NOT NECESSARILY TO SCALE