Online Information Resources - CityClerk (2024)

ORDINANCE _________________

AN ORDINANCE relating to real property and facilities in or near the Kent Highlands Landfill in Kent, Washington; declaring certain property adjacent to the Landfill surplus to the City's needs and not required for providing continued public utilityservices; authorizing the sale of such property and easem*nts to the City of Kent; authorizing acquisition of, and acceptance of the deed for, property located within the Landfill from the City of Kent; authorizing execution of an agreement for theseconveyances and for the related decommissioning or relocation of facilities used in connection with the Landfill; authorizing amendment of a 1977 agreement with the City of Kent with respect to such facilities; adding a project for work related to theLandfill gas monitoring and leachate conveyance systems to the Capital Improvement Program for the Solid Waste Fund; and increasing the appropriation to Seattle Public Utilities with respect to that project.

WHEREAS, the real property described in Exhibits A D of the Master Agreement for Real Property and Environmental Facilities, the form of which is attached to this ordinance as Attachment 1 (the "Master Agreement"), which property is adjacent to the KentHighlands Landfill (the "Landfill") and was acquired for solid waste system purposes, is now surplus to the City's needs and is not and will not be used or useful for any Seattle Public Utilities or City of Seattle ("Seattle") municipal purpose; and

WHEREAS, the City of Kent ("Kent") desires to acquire the aforesaid property, along with a slope easem*nt and a public access and utility easem*nt, in order to construct its South 228th Street Extension Project and to more effectively manage land withinKent; and

WHEREAS, Kent's desired property acquisition necessitates (a) the decommissioning and/or relocation of certain Seattle-owned facilities used to monitor Landfill emissions and convey leachate from the Landfill to the King County sewer system and (b) theamendment of a 1977 agreement between Kent and Seattle concerning the leachate conveyance facility; and

WHEREAS, Seattle desires to acquire from Kent certain real property located within the Landfill in order to better manage the Landfill; and

WHEREAS, the Director of Seattle Public Utilities has recommended the transaction between Kent and Seattle described above and set forth in detail in the Master Agreement; NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. Pursuant to the provisions of RCW 35.94.040 and after a public hearing, the real property situated in King County, Washington and described in each Attachment A to Exhibits A through D of the Master Agreement is hereby found and declared tobe no longer required for providing public utility service and to be surplus to the City's needs. The conveyance to Kent of such property and of the slope easem*nt and public access and utility easem*nt described in Exhibits E and K, respectively, ofthe Master Agreement, under the terms conditions stated therein and for the consideration set forth in sections 3 and 4 thereof, is hereby authorized.

Section 2. The acquisition from Kent, under the terms and conditions of the Master Agreement, of the real property located within the boundaries of the Landfill and described in Exhibit F of the Master Agreement is hereby authorized.

Section 3. The Director of Seattle Public Utilities is authorized to enter into an agreement with Kent substantially in the form of the Master Agreement hereto attached as Attachment 1, in order to (a) sell and purchase the real property and easem*ntsdescribed in sections 1 and 2 of this ordinance and (b) in connection with such sale, to provide for the decommissioning and/or relocation of certain Landfill gas monitoring and leachate conveyance facilities, as more particularly described in ExhibitH to the Master Agreement. The Director of Seattle Public Utilities also is authorized to enter into an agreement, substantially in the form attached to the Master Agreement as Exhibit J, to amend the Agreement for Transport of Leachate through the Cityof Kent to Metro's West Valley Interceptor Sanitary Sewer System, dated March 24, 1977, between Seattle and Kent, in order to reflect the relocation of the leachate conveyance facility.

Section 4. The Director of Seattle Public Utilities further is authorized (a) to execute quit claim deeds and easem*nts, substantially in the forms attached to the Master Agreement as Exhibits A through E and K, in order to effectuate the real propertyconveyances authorized in section 1 and (b) to accept a quit claim deed, substantially in the form attached to the Master Agreement as Exhibit F, to effectuate the real property acquisition authorized in section 2.

Section 5. Proceeds from the transaction authorized by this ordinance shall be deposited into the Solid Waste Fund.

Section 6. The 2004-2009 Adopted Capital Improvement Program (CIP) for the Solid Waste Fund is amended to include Project C204003 Kent Highlands Landfill Gas Monitoring and Leachate Conveyance, to be funded by the appropriation made in Section 7 below. CIP Project C204003 constitutes a system or plan of additions to, or betterments or extensions of, the Solid Waste System.

Section 7. In order to pay for necessary costs and expenses for which insufficient appropriations were made, the appropriation for the following in the 2004 Budget is increased from the fund shown, as follows:

Fund Department Budget Control Level Amount

Solid Waste Fund Seattle Public Rehabilitation and $53,000 (45010) Utilities Heavy Equipment (C240B)

Section 8. Any act pursuant to the authority of this ordinance and prior to its effective date is hereby ratified and confirmed.

Section 9. This ordinance shall take effect and be in force thirty (30) days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten (10) days after presentation, it shall take effect as provided by MunicipalCode Section 1.04.020.

Passed by the City Council the ____ day of _________, 2004, and signed by me in open session in authentication of its passage this _____ day of __________, 2004.

_________________________________

President __________of the City Council

Approved by me this ____ day of _________, 2004.

_________________________________

Gregory J. Nickels, Mayor

Filed by me this ____ day of _________, 2004.

____________________________________

City Clerk

(Seal)

Attachment 1: Master Agreement for Real Property and Environmental Facilities, with Exhibits

A-K:

Exhibit A: Quit Claim Deed with Restrictions and Reservation, with

Attachments A-C,

Exhibit B: Quit Claim Deed with Restrictions and Reservation, with

Attachments A-B,

Exhibit C: Quit Claim Deed with Restriction and Reservation, with

Attachments A-B,

Exhibit D: Quit Claim Deed with Restriction and Reservation, with

Attachments A-B,

Exhibit E: Slope Easem*nt, with Attachment A,

Exhibit F: Quit Claim Deed with Restriction, with Attachment A,

Exhibit G: Earnest Money Promissory Note,

Exhibit H: Environmental Facilities, with Figure H-1,

Exhibit I: Map of Property and Easem*nts to be transferred,

Exhibit J: Amendment to Agreement for Transport of Leachate Through

City of Kent To Metro's West Valley Interceptor Sanitary Sewer

System, and

Exhibit K: Public Access and Utility Easem*nt Agreement, and

Attachment A.

Ron Perkerewicz

SPU Kent Highlands Agreement

April 1, 2004

version #5

Attachment 1

Form of

MASTER AGREEMENT FOR

REAL PROPERTY AND ENVIRONMENTAL FACILITIES

This MASTER AGREEMENT FOR REAL PROPERTY AND ENVIRONMENTAL FACILITIES ("Agreement") is entered into as of ________________, 2004, between The City of Seattle, Washington, a municipal corporation of the State of Washington acting by and through SeattlePublic Utilities ("Seattle"), and the City of Kent, Washington, a municipal corporation of the State of Washington ("Kent"). Seattle and Kent sometimes are referred to collectively as the "Parties."

RECITALS

A. Within the City of Kent, Seattle owns the former Kent Highlands Landfill (the "Landfill"), a Superfund site included on the National Priorities List that has been remediated by Seattle, as well as adjacent property currently used by Seattle tomonitor its remediation of the Landfill.

B. The City of Kent has undertaken a road improvement project in Kent known as the South 228th Street Extension Project (the "Project"), and has formed Local Improvement District No. 353 ("LID No. 353") to provide partial funding for the Project. TheSeattleowned property in and adjacent to the Landfill is within the boundaries of LID No. 353 and is traversed by the Project. The general area of the Project and the Seattle property is shown on EXHIBIT I hereto. In order to accommodate the Project,Kent desires to purchase from Seattle a portion of the Seattle-owned property, as well as a slope easem*nt. Seattle wishes to accommodate Kent's Project by selling to Kent the property that Kent needs. The "Project Area" and three "Slope Easem*nt" areasshown on EXHIBIT I are the areas that Kent deems necessary for the Project.

C. In order to consolidate and better manage their property for the benefit of the public, Seattle and Kent also desire to convey to each other certain other property and easem*nts near the Project. The properties that Seattle desires to convey to Kentare shown on EXHIBIT I as "Greenspace," "Riverbank" and "Frager Road." The Riverbank and Frager Road are referred to collectively as the "Frager Road Area." Since the Greenspace parcel consists largely of steep slopes and wetlands, the Parties agreethat it should be retained in perpetuity as green or open space. Seattle also desires to convey to Kent a public access and utility easem*nt, as shown in EXHIBIT I. The property within the Landfill that Kent desires to convey to Seattle is shown onEXHIBIT I as the "South Parcel."

D. Kent and Seattle recognize that the contemplated construction of the Project and transfers of real property/property interests will require decommissioning and, in some cases, relocating Seattle's Landfill gas monitoring facilities, as well asrelocating a portion of a forcemain that conveys leachate from the Landfill to the King County sewer treatment plant (collectively, the "Environmental Facilities"). The parties also recognize that their March 24, 1977 "Agreement for Transport ofLeachate through the City of Kent to Metro's West Valley Interceptor Sanitary Sewer System" (the "1977 Agreement") will need to be amended to reflect said relocation of the leachate forcemain.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT

1. CONVEYANCE OF REAL PROPERTIES AND PROPERTY INTERESTS

The transaction contemplated under this Agreement involves multiple conveyances of property/property interests all by quitclaim deed, as follows:

A. Real properties/property interests to be deeded to Kent. Seattle shall convey to Kent fee interest with restrictions and reservations of easem*nts in the Project Area, Greenspace, Frager Road and Riverbank, together with all improvements therein, andSeattle also shall convey a Slope Easem*nt and Public Access and Utility Easem*nt, as follows:

(1) Project Area, the legal description of which is included in EXHIBIT A,

(2) Greenspace, the legal description of which is included in EXHIBIT B,

(3) Frager Road Area

a. Frager Road, the legal description of which is included in EXHIBIT C,

b. Riverbank, the legal description of which is included in EXHIBIT D,

(4) Slope Easem*nt, the legal description of which is included in EXHIBIT E, and

(5) Public Access and Utility Easem*nt, the legal description of which is included in EXHIBIT K.

B. Real property to be deeded to Seattle. Kent shall convey to Seattle a fee interest in the "South Parcel," the legal description for which is included in EXHIBIT F, together with all improvements therein.

C. General. All property and property interests identified in section 1.A are sometimes referred to collectively as the "Seattle Property." The property identified in section 1.B is sometimes referred to as the "Kent Property." In the event of anyconflicts between the general property locations/depictions shown in EXHIBIT I or elsewhere and the legal descriptions contained in EXHIBITS A through F and K, the legal descriptions shall control.

2. DEPOSIT

Upon execution of this Agreement by both Seattle and Kent, Kent shall execute and deliver to Pacific Northwest Title Company of Washington, 116 Washington Avenue N., Kent, Washington 98032 ("Title Company"), Attn: Jean Johnson, Senior Escrow Officer, asescrow agent for the closing of this transaction, a promissory note (the "Earnest Money Note") in the amount of ten thousand dollars ($10,000.00) in the form attached hereto as EXHIBIT G. The Earnest Money Note will be converted to cash within 21calendar days of the mutual execution of this Agreement and will be paid or delivered as earnest money (the "Earnest Money") in part payment for the purchase price of the Property. The Deposit will be held by Title Company for the benefit of the partiespursuant to the terms of this Agreement. Interest will accrue on the Deposit for the benefit of Kent; provided, however, that if Kent forfeits the Deposit to Seattle pursuant to the terms of this Agreement, then all interest accrued on the Deposit willbe paid to Seattle.

3. PURCHASE PRICE

As partial consideration for Seattle's conveyance of the Seattle Property, Kent shall pay Seattle, in cash through escrow at closing, Nine Hundred Thirty Five Thousand One Hundred Eighty Six Dollars ($ 935,186.00) (the "Purchase Price"), of which theEarnest Money is a part. The Parties agree that the Purchase Price represents the negotiated net amount obtained after taking into account the fair market value of the Seattle Property, the value of the Kent Property, and the LID No. 353 assessmentsthat Seattle would have owed on its remaining property, but for Kent's waiver of assessments under section 4.A of this Agreement.

4. ADDITIONAL CONSIDERATION/OTHER OBLIGATIONS

A. Waiver of LID No. 353 Assessments. As additional consideration for Seattle's conveyance of the Seattle Property, Kent hereby agrees to waive all LID No. 353 assessments against the following Seattle-owned real properties:.

Parcel # 000200 0010 Parcel #000200 0011 Parcel #152204 9002

Parcel #152204 9065 Parcel #152204 9066 Parcel #726020 0115

Upon closing of property conveyances hereunder, the City of Kent shall treat all LID No. 353 assessments against the above parcels "PAID IN FULL," and there shall be no LID No. 353 payments made to Kent by Seattle in connection with any of theseparcels. The City of Kent represents and warrants that it has the legal authority to waive LID No. 353 assessments as set forth in this section.

B. Relocating/decommissioning of Environmental Facilities. The Parties' agreement as to responsibilities and costs associated with decommissioning and/or relocating the Environmental Facilities is set forth in EXHIBIT H to this Agreement.

C. Indemnification. Kent shall indemnify and hold harmless Seattle from all Incremental Costs that Seattle may incur from time to time after the Closing Date to conduct environmental monitoring, remediation activities or any "remedial action," asdefined in the Model Toxics Control Act, RCW 70.105D.020(21) in the Project Area, Greenspace, Frager Road Area or Public Access and Utility Easem*nt area (the "Environmental Activities"). As used herein, Incremental Costs shall mean the amount by whichthe total, actual costs of Environmental Activities exceeds the total cost that Seattle would have incurred for such Environmental Activities had the Project Area, Greenspace, Frager Road Area, Slope Easem*nt Area or Public Access and Utility Easem*ntArea remained undeveloped and not conveyed by Seattle to Kent.

D. Amendment of 1977 Agreement. No later than the Closing Date set forth in section 7.A, Kent and Seattle shall execute an amendment to the 1977 Agreement, substantially in the form set forth in EXHIBIT J hereto.

5. TITLE TO REAL PROPERTY

A. Conveyance

At closing, and except as set forth in the forms of quitclaim deed attached hereto as EXHIBITS A, B, C, and D, Seattle shall convey to Kent all of Seattle's right, title, and interest in the real properties legally described in said EXHIBITS. Likewise,at closing, Kent shall convey to Seattle by quitclaim deed in the form attached as EXHIBIT F all of Kent's right, title, and interest in the real property legally described in said EXHIBIT. Finally, Seattle shall also convey and quit claim to Kent atclosing a Slope Easem*nt and a Public Access and Utility Easem*nt in the forms attached as EXHIBITS E and K, over the real property legally described in said EXHIBITS.

B. Preliminary commitment

Seattle may, at its option and at its expense, order a preliminary commitment for title insurance on the South Parcel, to be conveyed to Seattle by Kent. Seattle agrees to accept Kent's conveyance of the South Parcel subject to any and all encumbrancesof record, except to the extent there exist any monetary encumbrances other than nondelinquent ad valorem property taxes. Kent hereby represents that there do not exist any such monetary encumbrances, and Kent hereby agrees to remove any such monetaryencumbrances if they are found to exist.

Kent may, at its option and at its expense, order a preliminary commitment for title insurance on any one or all of the properties to be conveyed to Kent by Seattle. Kent agrees to accept Seattle's conveyances subject to any and all encumbrances ofrecord, except to the extent there exist any monetary encumbrances other than nondelinquent ad valorem property taxes. Seattle hereby agrees to remove any such monetary encumbrances if they are found to exist.

6. CONDITIONS TO CLOSING

A. Kent's contingencies

Kent's obligation to purchase the Seattle Property and Kent's other obligations hereunder are expressly contingent upon the following:

(1) Title Policy. Kent's receipt of Title Company's firm commitment to issue to Kent at closing a standard coverage owner's policy of title insurance insuring Kent's title to the Seattle Property described in EXHIBITS A through D (the "Kent TitlePolicy") in the full amount of the Purchase Price, subject to any and all encumbrances of record other than monetary encumbrances excluding non-delinquent ad valorem property taxes. The Kent Title Policy must be dated as of the Closing Date.

(2) Seattle's compliance. Seattle's timely performance of all of its obligations under this Agreement; provided, Seattle will be given notice of any failure on its part to perform obligations pursuant to this Agreement and will have a period of timethat is reasonable under the circ*mstance to cure its nonperformance.

B. Satisfaction/waiver of Kent's Contingencies

Kent's contingencies are solely for the benefit of Kent. If any of Kent's contingencies are not timely satisfied, Kent will have the right at its sole election either to waive any of them in writing and proceed with the purchase or to terminate thisAgreement. If Kent elects to terminate this Agreement, the escrow will be terminated, the Deposit must immediately be returned to Kent, all documents and other funds will be returned to the party who deposited them, and neither party will have anyfurther rights or obligations under this Agreement, except as otherwise provided in this Agreement, and except that each party shall pay one-half (1/2) of the cost of terminating the escrow.

C. Seattle's contingencies

Seattle's obligation to purchase the Kent Property and Seattle's other obligations hereunder are expressly contingent upon the following:

(1) Title Policy. Seattle's receipt of Title Company's firm commitment to issue to Seattle at closing a standard coverage owner's policy of title insurance insuring Seattle's title to the Kent Property (the "Seattle Title Policy") in the amount of nomore than $32,500, subject to any and all encumbrances of record other than monetary encumbrances excluding non-delinquent ad valorem property taxes. The Seattle Title Policy must be dated as of the Closing Date.

(2) Kent's compliance. Kent's timely performance of all of its obligations under this Agreement; provided, Kent will be given notice of any failure on its part to perform obligations pursuant to this Agreement and will have a period of time that isreasonable under the circ*mstance to cure its nonperformance.

D. Satisfaction/waiver of Seattle's Contingencies

Seattle's contingencies are solely for the benefit of Seattle. If any of Seattle's contingencies are not timely satisfied, Seattle will have the right at its sole election either to waive any of them in writing and proceed with the purchase or toterminate this Agreement. If Seattle elects to terminate this Agreement, the escrow will be terminated, the Deposit must immediately be delivered to Seattle, all documents and other funds will be returned to the party who deposited them, and neitherparty will have any further rights or obligations under this Agreement, except as otherwise provided in this Agreement, and except that each party shall pay one-half (1/2) of the cost of terminating the escrow.

7. CLOSING

A. Closing date

This transaction will be closed in escrow by Title Company acting as escrow agent ("Escrow Agent"). The closing will be held at the offices of Pacific Northwest Title Escrow, 116 Washington Avenue N., Kent, Washington 98032. The parties shall worktogether diligently to accomplish closing as soon as possible after mutual execution of this Agreement, and in no event shall closing occur after June 15, 2004 (the "Closing Date"). If closing does not occur on or before the Closing Date, or any laterdate mutually agreed to in writing by Seattle and Kent, Escrow Agent will immediately terminate the escrow, forward the Deposit to the party entitled to receive it as provided in this Agreement and return all documents to the party that depositedthem.

B. Closing

(1) Seattle's escrow deposits

On or before the Closing Date, Seattle shall deposit into escrow the following:

(a) the duly executed and acknowledged Quitclaim Deeds in the forms attached to this Agreement as EXHIBITS A, B, C and D;

(b) the duly executed and acknowledged Slope Easem*nt and Public Access and Utility Easem*nt substantially in the forms attached to this Agreement as EXHIBITS E and K;

(d) a non-foreign affidavit pursuant to Section 1445 of the Internal Revenue Code;

(e) a duly executed amendment to the 1977 Agreement substantially in the form set forth in EXHIBIT J;

(f) any other documents or instruments that Seattle is obligated to provide hereunder to close this transaction; and

(g) a certificate reaffirming as of the Closing Date that all of Seattle's representations and warranties under this Agreement are true and correct.

(2) Kent's escrow deposits

On or before the Closing Date, Kent shall deposit into escrow the following:

(a) cash in an amount sufficient to pay the Purchase Price set forth in Section 3 of this Agreement less the Earnest Money then in escrow, plus Kent's share of closing costs;

(b) the duly executed and acknowledged Quitclaim Deed in the form attached to this Agreement as EXHIBIT F;

(d) a non-foreign affidavit pursuant to Section 1445 of the Internal Revenue Code;

(e) a duly executed amendment to the 1977 Agreement substantially in the form attached hereto as EXHIBIT J;

(f) any other documents or instruments Kent is obligated to provide pursuant to this Agreement in order to close this transaction; and

(g) a certificate reaffirming as of the Closing Date that all of Kent's representations and warranties under this Agreement are true and accurate.

(3) Additional instruments and documentation

Seattle and Kent each shall deposit any other instruments and documents that are reasonably required by Escrow Agent or otherwise required to close the escrow and consummate the conveyances contemplated in this Agreement.

C. Closing costs

(1) Seattle's costs

Seattle shall pay the premium for the Seattle Title Policy (including any extended coverage and endorsem*nts if elected by Seattle), plus the cost of recording the deed conveyed by Kent, plus one-half of Title Company's escrow fee.

(2) Kent's costs

Kent shall pay the premium for the Kent Title Policy (including any extended coverage and endorsem*nts, if elected by Kent), plus the cost of recording the deeds and easem*nts conveyed by Seattle, plus one-half of Title Company's escrow fee.

(3) Kent and Seattle acknowledge that, based on existing State law, they anticipate that real estate excise taxes will not be payable on any of the conveyances contemplated hereunder. If, however, such taxes are imposed, they will (a) cooperate in goodfaith to seek to obtain any relief, if available, from the obligation to pay such taxes and (b) each pay one-half of such taxes, if imposed.

8. ADJUSTMENTS AND PRORATIONS

All property taxes payable in the year of closing and assessments on the Seattle Property (excluding the Slope and Public Access and Utility Easem*nts) and on the Kent Property, if any, will be prorated as of the Closing Date.

9. REPRESENTATIONS AND WARRANTIES

A. Seattle's representations and warranties

Seattle represents and warrants to Kent as follows:

(1) Seattle has full power and authority to convey the Seattle Property to Kent.

(2) Seattle is a municipal corporation duly organized and validly existing under the laws of the State of Washington. This Agreement and all documents executed by Seattle that are to be delivered to Kent at closing are, or at the time of closing willbe, (i) duly authorized, executed and delivered by Seattle, (ii) legal, valid and binding obligations of Seattle, (iii) sufficient to convey title (if they purport to do so), and (iv) in compliance with all provisions of all agreements and judicialorders to which Seattle is a party or to which Seattle or any portion of the Seattle Property is subject.

(3) As of the date of this Agreement, Seattle is not aware of any default by Kent of any representation or warranty set forth in this Agreement.

(4) Except as set forth in this Section 9.A., Seattle makes no representations or warranties, express or implied, with respect to, and shall have no liability for: (a) the condition of the Seattle Property or any buildings, structures or improvementsthereon, or the suitability, habitability, merchantability, or fitness of the Seattle Property for Kent's intended use or for any use whatsoever; (b) compliance with any applicable building, zoning or fire laws or regulations or with respect to theexistence of or compliance with any required permits, if any, of any governmental agency; (c) the availability or existence of any water, sewer or other utility rights; (d) the presence of any hazardous substances on or under the Seattle Property or inany improvements thereon; (e) the accuracy or completeness of any plans and specifications, reports, or other materials provided to Kent; or (f) any other matter relating to the condition of the Seattle Property.

B. Kent's representations and warranties

Kent represents and warrants to Seattle as follows:

(1) Kent has full power and authority to convey the Kent Property to Seattle.

(2) Kent is a municipal corporation, duly organized and validly existing under the laws of the State of Washington. This Agreement and all documents executed by Kent that are to be delivered to Seattle at closing are, or at the time of closing will be(i) duly authorized, executed and delivered by Kent, (ii) legal, valid and binding obligations of Kent, (iii) sufficient to convey title (if they purport to do so), and (iv) in compliance with all provisions of all agreements and judicial orders towhich Kent is a party or to which Kent or any portion of the Kent Property is subject.

(3) As of the date of this Agreement, Kent is not aware of any default by Seattle of any representation or warranty set forth in this Agreement.

(4) Except as set forth in this Section 9.B., Kent makes no representations or warranties, express or implied, with respect to, and shall have no liability for: (a) the condition of the Kent Property or any buildings, structures or improvements thereon,or the suitability, habitability, merchantability, or fitness of the Kent Property for Seattle's intended use or for any use whatsoever; (b) compliance with any applicable building, zoning or fire laws or regulations or with respect to the existence ofor compliance with any required permits, if any, of any governmental agency; (c) the availability or existence of any water, sewer or other utility rights; (d) the presence of any Hazardous Substances on or under the Kent Property or in any improvementsthereon; (e) the accuracy or completeness of any plans and specifications, reports, or other materials provided to Seattle; or (f) any other matter relating to the condition of the Kent Property.

10. CONDITION OF PROPERTY

A. Kent hereby acknowledges that the Seattle Property borders or is in close proximity to the former Kent-Highlands Landfill ("Landfill"). Likewise, Seattle hereby acknowledges that the Kent Property is within the Landfill. The Parties furtheracknowledge that the Landfill has been placed by the United States Environmental Protection Agency on the National Priorities List of "Superfund" sites, that Seattle has conducted an investigation and environmental remediation of the Landfill, and thathazardous substances were detected in, under and around it. Kent agrees that each deed by which Kent reconveys any portion of the Seattle Property shall contain the notice provision shown in EXHIBITS A E and K. Likewise, Seattle agrees that each deedby which Seattle reconveys any portion of the Kent Property shall contain the notice provision shown in EXHIBIT F.

B. Kent acknowledges and agrees that (1) Seattle has made available for Kent's review all documents in Seattle's possession relating to Seattle's investigation and remediation of the Landfill, (2) Kent has been afforded the opportunity to make suchinvestigations and inspections of the Seattle Property and Seattle's records with respect to the Seattle Property and matters related thereto as Kent desires, (3) Kent has had the opportunity to discover the impact, if any, of the Landfill on itsintended use, development or resale of the Seattle Property, (4) Kent has entered into this Agreement on the basis of its own investigation of the physical condition of the Seattle Property, including subsurface conditions, (5) except as specificallyset forth in Section 9.A, Seattle does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to the Seattle Property or any related matter, (6) subject to section 15, the Seattle Property is sold toKent in an "AS IS" condition as of the Closing Date, (7) Kent assumes the risk that adverse physical conditions may not have been revealed by its investigation and took such risk into account in its decision to enter into this Agreement on the terms setforth herein, and (8) if the contingencies and conditions of closing set forth in Section 6.A are satisfied or waived, Kent will accept title to the Seattle Property "AS IS" subject to all defects and conditions, including such defects and conditions,if any, that may not have been revealed by Kent's investigation.

C. Seattle acknowledges and agrees that (1) Kent has made available for Seattle's review all documents in Kent's possession relating to any Kent activities with respect to investigation and remediation of the Landfill, (2) Seattle has been afforded theopportunity to make such investigations and inspections of the Kent Property and Kent's records with respect to the Kent Property and matters related thereto as Seattle desires, (3) Seattle has had the opportunity to discover the impact, if any, of theLandfill on its intended use, development or resale of the Kent Property, (4) Seattle has entered into this Agreement on the basis of its own investigation of the physical condition of the Kent Property, including subsurface conditions, (5) except asspecifically set forth in Section 9.B, Kent does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to the Kent Property or any related matter, (6) subject to section 15, the Kent Property is soldto Seattle in an "AS IS" condition as of the Closing Date, (7) Seattle assumes the risk that adverse physical conditions may not have been revealed by its investigation and took such risk into account in its decision to enter into this Agreement on theterms set forth herein, and (8) if the contingencies and conditions of closing set forth in Section 6.B are satisfied or waived, Seattle will accept title to the Kent Property "AS IS" subject to all defects and conditions, including such defects andconditions, if any, that may not have been revealed by Seattle's investigation.

11. POSSESSION

At closing, Seattle shall deliver possession of the Project Area, Frager Road Area and Greenspace to Kent, and Kent shall deliver possession of the South Parcel to Seattle.

12. EVENTS OF DEFAULT

A. By Seattle

If there is an event of default under this Agreement by Seattle (including without limitation a breach of any representation, warranty or covenant, before or after closing), Kent will be entitled (1) in addition to all other remedies available at law orin equity, to seek specific performance of Seattle's obligations under this Agreement or (2) to terminate this Agreement by written notice to Seattle and Escrow Agent (if prior to closing). If Kent terminates this Agreement, the escrow will beterminated, the entire Deposit must immediately be returned to Kent, all documents will be immediately returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement, except as otherwiseprovided in this Agreement except that Seattle shall pay any costs of terminating the escrow and any cancellation fee for the preliminary commitment described in section 5.B(2).

B. By Kent

If there is an event of default under this Agreement by Kent (including without limitation a breach of any representation, warranty or covenant, before or after closing), Seattle will be entitled (1) in addition to all other remedies available at law orin equity, to seek specific performance of Kent's obligations under this Agreement or (2) to terminate this Agreement by written notice to Kent and Escrow Agent (if prior to closing). If Seattle terminates this Agreement prior to closing, the escrowwill be terminated, the entire Deposit shall be forfeited to Seattle, all documents will be immediately returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement, except as otherwiseprovided in this Agreement and except that Kent shall pay any costs of terminating the escrow and any cancellation fee for the preliminary commitment described in section 5.B(1).

13. NOTICES

Any notice under this Agreement must be in writing and be personally delivered, delivered by recognized overnight courier service or given by mail or via facsimile. Any notice given by mail must be sent, postage prepaid, by certified or registered mail,return receipt requested. Except as set forth in EXHIBIT H, all notices must be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct in writing:

Seattle: Seattle Public Utilities, RPS

700 Fifth Ave., Suite 4900

P.O. Box 34018

Seattle, WA 98124-4018

with a copy to: Arlene Ragozin

City Attorney's Office

600 Fourth Ave., 4th Floor

P.O. Box 94769

Seattle, WA 98124-4769

Kent: Jerry McCaughan, Property Manager

City of Kent

220 Fourth Avenue South

Kent, WA 98032

with a copy to: Tom Brubaker

City Attorney, City of Kent

220 Fourth Avenue South

Kent, WA 98032

Any notice will be deemed to have been given, if personally delivered, when delivered, and if delivered by courier service, one business day after deposit with the courier service, and if mailed, two business days after deposit at any post office in theUnited States of America, and if delivered via facsimile, the same days as verified, provided that any verification that occurs after 5 p.m. on a business day, or at any time on a Saturday, Sunday or holiday, will be deemed to have occurred as of 9 a.m.on the following business day.

14. AMENDMENTS

This Agreement may be amended or modified only by a written instrument executed by Seattle and Kent.

15. RISK OF LOSS PRIOR TO CLOSING

Kent and Seattle (the "Parties") each agree to accept from the other in "as-is" condition the properties to be conveyed pursuant to this Agreement, except as follows. Only upon the occurrence prior to closing of a cataclysmic event (including but notlimited to a landslide) that seriously damages or changes the character of a property to be acquired may the Party acquiring such property elect to terminate this Agreement. Further, a Party may only exercise such an election to terminate by providingwritten notice of termination to the other Party no later than (a) the seventh (7th) calendar day after the cataclysmic event, or (b) the Closing Date, whichever occurs first. In the event of termination pursuant to this section 15, the Parties shallattempt in good faith to negotiate an amendment to this Agreement in order to allow the Project to proceed with a modified acquisition by Kent of all or a portion of the Seattle Property.

16. CONTINUATION AND SURVIVAL OF AGREEMENT

All terms and conditions set forth in this Agreement (including without limitation all exhibits) are deemed to be material and shall survive the delivery of, and shall not merge with, the several deeds and transfers of title.

17. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state of Washington.

18. ENTIRE AGREEMENT

This Agreement, including recitals and exhibits, constitutes the entire agreement between the Parties with respect to the conveyance of the Seattle Property and the Kent Property and to all other obligations of the Parties set forth in this Agreement.This Agreement supersedes all prior agreements and understandings between the Parties relating to the subject matter of this Agreement. All recitals and exhibits are by this reference made a part of this Agreement.

19. TIME OF THE ESSENCE

Time is of the essence in this Agreement.

20. EMINENT DOMAIN

If at any time after the date of this Agreement either Party receives any notice of any state or federal condemnation proceedings, or other proceedings in the nature of eminent domain, it will promptly send a copy of such notice to the other Party. Ifall or any part of any of the properties to be conveyed by Seattle to Kent pursuant to this Agreement is taken by condemnation or eminent domain Kent may, upon written notice to Seattle, elect to terminate this Agreement, and in such event all moniestheretofore paid on account must be returned to Kent, and neither party will have any further liability or obligation under this Agreement. If all or any portion of such properties has been or is hereafter condemned or taken by eminent domain and thisAgreement is not canceled, Seattle's right, title and interest in and to any awards in condemnation or eminent domain, or damages of any kind, to which Seattle may have become entitled shall be assigned to Kent.

21. WAIVER

Neither Seattle's nor Kent's waiver of the breach of any covenant or obligation under this Agreement will be construed as a waiver of the breach of any other covenants or as a waiver of a subsequent breach of the same covenant or obligation.

22. NEGOTIATION AND CONSTRUCTION

This Agreement and each of its terms and provisions are deemed to have been explicitly negotiated between the Parties, and the language in all parts of this Agreement will, in all cases, be construed according to its fair meaning and not strictly for oragainst either party.

23. EXHIBITS

The following exhibits are part of this Agreement:

EXHIBIT A Form of Quit Claim Deed with Restrictions and Reservation, for conveyance of Project Area from Seattle to Kent

EXHIBIT B Form of Quit Claim Deed with Restrictions and Reservation, for conveyance of Greenspace from Seattle to Kent

EXHIBIT C Form of Quit Claim Deed with Restriction and Reservation, for conveyance of Frager Road from Seattle to Kent

EXHIBIT D Form of Quit Claim Deed with Restriction and Reservation, for conveyance of Riverbank from Seattle to Kent

EXHIBIT E Form of Slope Easem*nt to be conveyed from Seattle to Kent

EXHIBIT F Form of Quit Claim Deed with Restriction, for conveyance of South Parcel from Kent to Seattle

EXHIBIT G Form of Earnest Money Note referenced in Section 2 of this Agreement

EXHIBIT H Agreement regarding relocation and decommissioning of Environmental Facilities.

EXHIBIT I Drawing depicting the general locations of the properties and easem*nt areas conveyed pursuant to this Agreement

EXHIBIT J Form of amendment to 1977 Agreement

EXHIBIT K Form of Public Access and Utility Easem*nt to be conveyed from Seattle to Kent

THE CITY OF SEATTLE CITY OF KENT

________________________ _______________________

Chuck Clarke Tom Brubaker

Director, Seattle Public Utilities City Attorney, City of Kent

Agreement Page 1

EXHIBIT A

AFTER RECORDING MAIL TO:

Property Management

City of Kent

220 4th Avenue South

Kent, WA 98032

Reference Number of Related Document: N/A

Grantor(s): The City of Seattle, a Municipal Corporation

Grantee(s): The City of Kent, a Municipal Corporation

Abbreviated Legal Description: Portion of the Enos Cooper Donation Land Claim Number 38 and of Government Lot 8 and of the S1/2 of the NW1/4 and of the NW1/4 of the SW1/4, all in Section 15, Township 22 North, Range 4 East, W.M.

Additional Legal Description is on Page(s) 5-6 of Document

Assessor's Property Tax Parcel or Account No.: Portions of the following tax parcels: 7260200115, 1522049066, 1522049065, 1522049002, 0002000010, 0002000011, and the benefited area 1522049008, 0002000005, 0002000022, 0002000023,0002000001, 0002000003 or portions thereof.

Project: South 228th Street Extension, Project Area

QUIT CLAIM DEED WITH RESTRICTIONS AND RESERVATION

Grantor, THE CITY OF SEATTLE, a Washington municipal corporation, for and in consideration of Ten Dollars ($10.00) and other valuable consideration, conveys and quit claims to the CITY OF KENT, a Washington municipal corporation ("Grantee") the realestate, including any improvements therein and any after acquired title, situated in the County of King, State of Washington, and described in Attachment A attached and made a part hereto (the "Property"):

SUBJECT TO THE FOLLOWING:

1. NOTICE

GRANTEE ACKNOWLEDGES THAT IT HEREBY IS PLACED ON NOTICE THAT THE PROPERTY HEREIN CONVEYED BORDERS OR IS IN CLOSE PROXIMITY TO THE FORMER KENT HIGHLANDS LANDFILL, A SITE THAT HAS BEEN PLACED BY THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY ON THENATIONAL PRIORITIES LIST OF "SUPERFUND" SITES AND BY THE STATE OF WASHINGTON ON ITS LIST OF HAZARDOUS SITES.

2. RESERVATION OF EAsem*nT

Grantor reserves to itself a perpetual easem*nt over, under and across the Property for environmental monitoring and remediation activities related to the former Kent Highlands Landfill (as legally described in Attachment B, the "Benefited Property"),including without limitation inspection, operation, maintenance, repair and replacement of any gas probes and monitoring wells on the Property and any "remedial action," as defined in the Model Toxics Control Act, RCW 70.105D.020(21) (the "Purpose").Grantor, its employees and agents shall have the right without prior institution of any suit or proceeding at law, at such time as it may determine, to enter upon the Property for the Purpose, without incurring any legal obligation or liabilitytherefor. In the event that Grantor shall so enter the Property, Grantor shall: (i) notify Grantee at least thirty (30) days prior to beginning any activity on the Property that disturbs the surface of the ground or, in the event of an emergency,notify Grantee as soon as practicable and (ii) perform all activities on the Property in accordance with applicable laws and regulations. Except as stated herein, this easem*nt is not intended to impose any legal or other responsibility on Grantor. Byway of example only and without limiting the preceding sentence, Grantor shall have no responsibility for maintenance of the Property or payment of any taxes or assessments that may be levied against it. This easem*nt and the rights and restrictionscontained herein shall run with the land, shall be binding upon the Property and Grantee, its successors and assigns, and shall inure to the benefit of the Benefited Property and Grantor, its successors and assigns.

3. RESTRICTIVE COVENANT

Except as provided herein, Grantee shall not divert or direct any surface water or groundwater flows from Grandview Park or the Property to the Benefited Property. To that end, with respect to managing surface water or groundwater from Grandview Parkor the Property, Grantee shall neither take nor permit any action that (a) has the effect of increasing the annual volume of surface water or groundwater flows to Wetland 11 above the Current Condition or (b) diverts or directs an instantaneous (peak)flow greater than five (5) cubic feet per second to Wetland 11, unless flows in excess of five (5) cubic feet per second are necessary to maintain Wetland 11 in the Current Condition. Subject to the preceding sentence, Grantee may provide the minimum water flow necessary to maintain Wetland 11 in the Current Condition, but not more than such minimum water flow. In particular, Grantee may direct, through a flow splitter or other control mechanism, a portion of the water originating from GrandviewPark to Wetland 11, provided that the remainder of the water from Grandview Park and all water flows resulting from the Project shall be directed along the Project roadway to Grantee's stormwater ponds other than Wetland 11, and shall not reach theBenefited Property.

For purposes of this restrictive covenant, the following definitions shall apply:

Current Condition shall mean the boundaries of Wetland 11 as delineated on Figure 22 (attached hereto as Attachment C) of the South 228th Street Extension Draft Environmental Impact Statement ("DEIS") dated November 22, 2000 and such water flows as arenecessary to maintain the existing wetlands vegetation in Wetland 11 as documented in the DEIS.

Grandview Park shall mean the area so named and depicted on Figure 22 (attached hereto as Attachment C) of the DEIS.

Project shall mean the road improvement project undertaken by Grantee in the City of Kent known as the South 228th Street Extension Project.

Wetland 11 shall mean the area so named and depicted on Figure 22 (attached hereto as Attachment C) of the DEIS.

This restrictive covenant shall run with the land, shall be binding upon the Property and Grantee, its successors and assigns, and shall inure to the benefit of Benefited Property and Grantor, its successors and assigns.

4. INDEMNIFICATION

To the extent permitted by law, Grantee does hereby release, indemnify and promise to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' feesincurred by Grantor in connection therewith, arising directly or indirectly on account of or out of the exercise by Grantee, its servants, agents, employees and contractors, of its rights under this Quit Claim Deed with Restrictions and Reservation orits obligations hereunder .

5. ENFORCEMENT

In the event of violation of the notice provision, easem*nt or restrictive covenant in this Quit Claim Deed, Grantor shall be entitled to all remedies at law or in equity to enforce the notice provision, easem*nt or restrictive covenant, as applicable,including without limitation bringing an action for injunctive relief or specific performance, it being recognized that monetary damages may not provide an adequate remedy to Grantor.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its proper officers this day of , 2004.

THE CITY OF SEATTLE

Chuck Clarke, Director

Seattle Public Utilities

STATE OF WASHINGTON)

)ss

COUNTY OF KING )

On this day of , 2004, before me the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Chuck Clarke, known to me to be the Director of Seattle Public Utilities of The City ofSeattle, the municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, and for the uses and purposes therein mentioned, and on oath statedthat he was authorized to execute the said instrument and that the seal affixed is the corporate seal of said municipal corporation.

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

ATTACHMENT A

That portion of Section 15, Township 22 North, Range 4 East, W.M., the Enos Cooper Donation Land Claim Number 38, and the unrecorded plat of Richard's Hy-Line Acres, all in King County, Washington, described as follows:

Commencing at the west quarter corner of said Section 15, from which point the northwest corner of said section bears N01(11'45"E 2628.00 feet distant, and from which point the southwest corner of said section bears S01(19'23"W 2630.04 feet distant;thence S89(51'38"E, along the east west center of section line of said Section 15, a distance of 897.77 feet to the TRUE POINT OF BEGINNING of the herein described tract of land; thence N24(44'21"W 53.34 feet; thence N20(12'27"E 43.53 feet to a point ona 1340.00 foot radius, circular curve to the left, from which point the center of said curve bears N24(42'56"W; thence northeasterly, along said curve, through a central angle of 2(23'08", an arc distance of 55.79 feet to a point of tangency; thenceN62(53'56"E 355.76 feet to a point of tangency with a 1960.00 foot radius circular curve to the right; thence northeasterly, along said curve, through a central angle of 10(00'58", an arc distance of 342.64 feet; thence S65(09'08"E 615.63 feet; thenceS23(56'42"E 162.95 feet to the east west center of section line of said Section 15; thence S89(51'38"E, along said center of section line, 449.78 feet to the center of said Section 15; thence N00(45'27"E, along the north south center of section line ofsaid Section 15, a distance of 340.02 feet to the north line of the south 340.00 feet of the northeast quarter of said Section 15; thence S89(51'38"E, along said north line, 325.02 feet to the east line of the west 325.00 feet of said northeast quarter;thence N00(45'27"E, along said east line, 185.01 feet to the north line of the south 525.00 feet of said northeast quarter; thence S89(51'38"E, along said north line, 855.38 feet to the southwesterly line of a tract of land conveyed to the City of Kentby Quit Claim Deed recorded under King County Recording Number 20020829000359; thence N35(03'17"W, along said southwesterly line, 142.81 feet to an angle point in said line; thence continuing along said southwesterly line, N55(45'57"W 257.43 feet to anangle point in the south line of said tract; thence N89(51'00"W, along the south line of said tract, 882.09 feet to the north south center of section line of said Section 15 and an angle point in the south line of said tract; thence continuing along theboundary of said tract and said north south center of section line, N00(45'27"E 26.30 feet to an angle point in the boundary of said tract, thence S89(10'13"W, along the boundary of said tract, 341.94 feet to the southwest corner thereof; thenceN03(51'53"E, along the west boundary of said tract and its northerly prolongation, 197.49 feet to an angle point in the southerly boundary of Tract "R" as shown in that certain Record of Survey on file under King County Recording Number 19991123900001;thence N50(08'07"W, along said southerly boundary, 158.37 feet to an angle point in said southerly boundary, thence continuing along said southerly boundary and its southwesterly prolongation, S75(51'53"W 213.39 feet to the west line of the east half ofthe northeast quarter of the northwest quarter of said Section 15; thence S00(51'59"W, along said west line, 474.22 feet; thence S84(31'32"W 40.98 feet to a point of tangency with a 2050.00 foot radius circular curve to the left; thence southwesterly,along said curve, through a central angle of 18(03'57", an arc distance of 646.38 feet to the east line of the southwest quarter of the northwest quarter of said Section 15; thence N00(58'32"E, along said east line, 3.60 feet to the north line of thesouth 415.00 feet of said southwest quarter of the northwest quarter; thence N89(51'38"W, along said north line, to the centerline of a logging road as described in Statutory Warranty Deed recorded under King County Recording Number 8304010596, thencesouthwesterly, along said logging road centerline, to the northeasterly right of way line Military Road South; thence S24(44'21"E, along said northeasterly right of way line, to the northwest corner of Tract 20, in the unrecorded plat of RichardsHy-Line Acres, from which point the west quarter corner of said Section 15 bears N89(44'01"W 876.63 feet distant; thence continuing along said northeasterly right of way line, S24(44'21"E 446.89 feet to the south line of the north 405.00 feet of saidunrecorded plat; thence S89(44'01"E, along said south line, 22.07 feet to a point which bears S24(44'21"E from the TRUE POINT OF BEGINNING; thence N24(44'21"W 449.09 feet to the TRUE POINT OF BEGINNING.

Containing 1,101,811 square feet or 25.294 acres.

ATTACHMENT B

Benefited Property

This land referred to in this description is situated in the county of King, state of Washington, and described as follows:

That portion of the west half of the northeast quarter of the southwest quarter of Section 15, Township 22 North, Range 4 East, W.M. in King County, Washington, lying north of Des Moines-Kent Highway;

EXCEPT that portion conveyed to the State of Washington by Deed recorded April 29, 1959, under King County Recording Number 5025699.

ALSO:

That portion of the west 400 feet of the north 1436 feet of the south 1944 feet of Enos Cooper Donation Claim Number 38 lying north of the Kent-Des Moines pavement and being more particularly described as follows:

Beginning at the intersection of the west line of said Donation Claim with the north boundary of the Kent-Des Moines pavement right of way;

thence northerly along west boundary line of Donation Claim Number 38

a distance of 450 feet;

thence easterly a distance of 400 feet;

thence southerly a distance of 220 feet;

thence south 36(00' west a distant of 440 feet more or less to

a point on the north right of way boundary of the Kent-Des Moines pavement;

thence northwesterly along said north right of way boundary to the point of beginning; EXCEPT that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

That portion of the Enos Cooper Donation Claim lying within the southeast quarter of Section 15, Township 22 North, Range 4 East, W.M. King County Washington, described as follows:

Beginning at a point of intersection with the centerline of Kent-Des Moines Highway and the south line of the north half of said subdivision;

thence southerly along said centerline a distance of 135.48 feet;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence continuing north 62(30'00" east 525 feet;

thence northwesterly on a curve to the left and running parallel with the proposed northeasterly margin of SR 516 (as shown on that certain map dated May 8, 1969, Sheet 2 of 11 sheets, Jct. SR 5 to/Jct. SR 167 MP 2.21 to MP 4.83) to the west line ofsaid Donation Claim;

thence south along the west line of said Donation Claim to the Centerline of said Highway;

thence southeasterly to a point which bears south 62(30'00" west from the True Point of Beginning;

thence north 62(30'00" east 30 feet to the true point of beginning;

EXCEPT that portion defined as follows: Beginning at a point of intersection of the west line of the Cooper Donation Claim with the north margin of SSH 5A (Kent-Des Moines Hwy) being the true point of beginning of exception herein described;

thence north along said Donation Claim Line 450 feet;

thence easterly a distance of 400 feet;

thence south parallel with the west line of said Donation Claim Line 220 feet;

thence south 36( west 440 feet more or less to northerly margin of SSH 5A;

thence northwesterly along the northerly margin of SSH 5A to the True Point of Beginning of exception herein described;

AND ALSO EXCEPT

that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

Portion of the east one-half of the northeast one-quarter of the southwest one-quarter of Section 15, Township 22 North, Range 4 East, W.M., lying northerly of State Route 516 (Kent-Des Moines Highway;) ALSO

That portion of the Donation Land Claim of the heirs at law of Enos Cooper, deceased, designated as Claim Number 38, in the southeast one-quarter of Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington, lying north of a line 408feet north of and parallel to the south line of said Claim;

EXCEPT that portion conveyed to King County, by deed dated July 14, 1934, recorded July 30, 1934 in Volume 1591 of Deeds, page 612, under Recording Number 2812324;

EXCEPT portion condemned in Superior Court Cause Number 748518 for SR-516;

EXCEPT that portion conveyed to the City of Seattle by Deed recorded under Recording Number 7705020771;

AND EXCEPT that portion conveyed to the City of Kent by deed recorded under Recording Number 7105280484. ALSO

Government Lot 10, Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington; lying north of SR-516 as condemned in Superior Court Cause Number 748518.

Page 1 of Exhibit A

EXHIBIT B

AFTER RECORDING MAIL TO:

Property Management

City of Kent

220 4th Avenue South

Kent, WA 98032

Reference Number of Related Document: N/A

Grantor(s): The City of Seattle, a Municipal Corporation

Grantee(s): City of Kent, a Municipal Corporation

Abbreviated Legal Description: Portion of Government Lot 8 in Section 15, Township 22 North, Range 4 East, W.M. and portion of the Enos Cooper Donation Land Claim Number 38, all in S1/2 of NE1/4 of said Section 15, Township 22 North,Range 4 East, W.M.

Additional Legal Description is on Page(s) 4 of Document

Assessor's Property Tax Parcel or Account No.: Portions of the following tax parcels: 0002000010, 0002000011, 1522049002 and the benefited area 7260200115, 1522049008, 0002000005, 0002000022, 0002000023, 0002000001, 0002000003or portions thereof.

Project: South 228th Street Extension, Greenspace

QUIT CLAIM DEED WITH RESTRICTIONS AND RESERVATION

Grantor, THE CITY OF SEATTLE, a municipal corporation, for and in consideration of ten dollars ($10.00) and mutual benefits derived, receipt of which is hereby acknowledged, conveys and quit claims to Grantee, the CITY OF KENT, the real estate,including any improvements therein and any after acquired title, situated in the County of King, State of Washington, and described in Attachment A attached and made a part hereto (the "Property").

SUBJECT TO THE FOLLOWING:

1. NOTICE

Every future deed to transfer all or any portion of the Property shall include the above-stated notice and this paragraph. This notice provision shall run with the land, shall be binding upon the Property and Grantee, its successors and assigns, andshall inure to the benefit of Grantor and, if different, The City of Seattle, its successors and assigns. To the extent permitted by law, Grantee does hereby release, indemnify and promise to defend and save harmless Grantor from and against any and allliability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Grantor in connection therewith, arising directly or indirectly on account of or out of Grantee's failure to fulfill its obligations underthis notice provision.

2. RESERVATION OF EAsem*nT

3. RESTRICTIVE COVENANT

Grantee shall preserve the Property forever as green space or open space. To that end, Grantee shall not construct, install or place, and shall not permit any other party to construct, install or place, any improvement or structure on, over, across orunder the Property without obtaining Grantor's prior written approval. Grantor's approval or disapproval shall reflect its assessment of the potential impact of the proposed improvement on the Kent Highlands Landfill and approval shall not unreasonablybe withheld or delayed. Notwithstanding the foregoing, Grantee may construct and install trails, signage and interpretive facilities on the Property. This restrictive covenant, and the rights and restrictions contained herein, shall run with the land,shall be binding upon the Property and Grantee, its successors and assigns, and shall inure to the benefit of the Benefited Property and Grantor, its successors and assigns.

4. ENFORCEMENT

In the event of violation of the notice provision or restrictive covenant in this Quit Claim Deed, Grantor shall be entitled to all remedies at law or in equity to enforce the notice provision, easem*nt or restrictive covenant, as applicable, includingwithout limitation bringing an action for injunctive relief or specific performance, it being recognized that monetary damages may not provide an adequate remedy to Grantor.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its proper officers this day of , 2004.

THE CITY OF SEATTLE

Chuck Clarke, Director

Seattle Public Utilities

STATE OF WASHINGTON)

)ss

COUNTY OF KING )

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

ATTACHMENT A

That portion of Section 15, Township 22 North, Range 4 East, W.M. and the Enos Cooper Donation Land Claim Number 38, all in King County, Washington, described as follows:

Containing 685,927 square feet or 15.7467 acres.

ATTACHMENT B

Benefited Property

This land referred to in this description is situated in the county of King, state of Washington, and described as follows:

EXCEPT that portion conveyed to the State of Washington by Deed recorded April 29, 1959, under King County Recording Number 5025699.

ALSO:

Beginning at the intersection of the west line of said Donation Claim with the north boundary of the Kent-Des Moines pavement right of way;

thence northerly along west boundary line of Donation Claim Number 38

a distance of 450 feet;

thence easterly a distance of 400 feet;

thence southerly a distance of 220 feet;

thence south 36(00' west a distant of 440 feet more or less to

a point on the north right of way boundary of the Kent-Des Moines pavement;

thence northwesterly along said north right of way boundary to the point of beginning; EXCEPT that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

That portion of the Enos Cooper Donation Claim lying within the southeast quarter of Section 15, Township 22 North, Range 4 East, W.M. King County Washington, described as follows:

Beginning at a point of intersection with the centerline of Kent-Des Moines Highway and the south line of the north half of said subdivision;

thence southerly along said centerline a distance of 135.48 feet;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence continuing north 62(30'00" east 525 feet;

thence south along the west line of said Donation Claim to the Centerline of said Highway;

thence southeasterly to a point which bears south 62(30'00" west from the True Point of Beginning;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence north along said Donation Claim Line 450 feet;

thence easterly a distance of 400 feet;

thence south parallel with the west line of said Donation Claim Line 220 feet;

thence south 36( west 440 feet more or less to northerly margin of SSH 5A;

thence northwesterly along the northerly margin of SSH 5A to the True Point of Beginning of exception herein described;

AND ALSO EXCEPT

that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

EXCEPT that portion conveyed to King County, by deed dated July 14, 1934, recorded July 30, 1934 in Volume 1591 of Deeds, page 612, under Recording Number 2812324;

EXCEPT portion condemned in Superior Court Cause Number 748518 for SR-516;

EXCEPT that portion conveyed to the City of Seattle by Deed recorded under Recording Number 7705020771;

AND EXCEPT that portion conveyed to the City of Kent by deed recorded under Recording Number 7105280484. ALSO

Government Lot 10, Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington; lying north of SR-516 as condemned in Superior Court Cause Number 748518.

673G Page 1 of Exhibit B

EXHIBIT C

AFTER RECORDING MAIL TO:

Property Management

City of Kent

220 4th Avenue South

Kent, WA 98032

Reference Number of Related Document: N/A

Grantor(s): The City of Seattle, a Municipal Corporation

Grantee(s): City of Kent, a Municipal Corporation

Abbreviated Legal Description: Portions of the Enos Cooper Donation Land Claim Number 38, in SE1/4 of NE1/4 and SE1/4 of SE1/4 of Section 15, Township 22 North, Range 4 East, W.M.

Additional Legal Description is on Page(s) 4 of Document

Assessor's Property Tax Parcel or Account No.: Portions of the following tax parcels: 1522049001, 0002000010, 1522049021, and the benefited area 7260200115, 1522049008, 1522049002, 0002000005, 0002000022, 0002000023, 0002000001,0002000003 or portions thereof.

Project: South 228th Street Extension, Frager Road

QUIT CLAIM DEED WITH RESTRICTION AND RESERVATION

SUBJECT TO THE FOLLOWING:

1. NOTICE

Every future deed to transfer all or any portion of the Property shall include the above-stated notice and this paragraph. This notice provision shall run with the land, shall be binding upon the Property and Grantee, its successors and assigns, andshall inure to the benefit of Grantor and, if different, The City of Seattle, its successors and assigns. To the extent permitted by law, Grantee does hereby release, indemnify and promise to defend and save harmless Grantor from and against any andall liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Grantor in connection therewith, arising directly or indirectly on account of or out of Grantee's failure to fulfill its obligationsunder this notice provision.

2. RESERVATION OF EAsem*nT

Grantor reserves to itself a perpetual easem*nt over, under and across the Property for environmental monitoring and remediation activities related to the former Kent Highlands Landfill (as legally described in Attachment B, the "Benefited Property"),including without limitation inspection, operation, maintenance, repair and replacement of any gas probes, monitoring wells or leachate line on the Property, and any "remedial action," as defined in the Model Toxics Control Act, RCW 70.105D.020(21)(the "Purpose"). Grantor, its employees and agents shall have the right without prior institution of any suit or proceeding at law, at such time as it may determine, to enter upon the Property for the Purpose, without incurring any legal obligation orliability therefor. In the event that Grantor shall so enter the Property, Grantor shall: (i) notify Grantee at least thirty (30) days prior to beginning any activity on the Property that disturbs the surface of the ground or, in the event of anemergency, notify Grantee as soon as practicable and (ii) perform all activities on the Property in accordance with applicable laws and regulations. Except as stated herein, this easem*nt is not intended to impose any legal or other responsibility onGrantor. By way of example only and without limiting the preceding sentence, Grantor shall have no responsibility for maintenance of the Property or payment of any taxes or assessments that may be levied against it. This easem*nt and the rights andrestrictions contained herein shall run with the land, shall be binding upon the Property and Grantee, its successors and assigns, and shall inure to the benefit of the Benefited Property and Grantor, its successors and assigns.

3. ENFORCEMENT

In the event of violation of the notice provision in this Quit Claim Deed with Restriction and Reservation, Grantor shall be entitled to all remedies at law or in equity to enforce the notice provision, easem*nt or restrictive covenant, as applicable,including without limitation bringing an action for injunctive relief or specific performance, it being recognized that monetary damages may not provide an adequate remedy to Grantor.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its proper officers this day of , 2004.

THE CITY OF SEATTLE

Chuck Clarke, Director

Seattle Public Utilities

STATE OF WASHINGTON)

)ss

COUNTY OF KING )

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

ATTACHMENT A

A strip of land, 60.00 feet in width, within the Enos Cooper Donation Land Claim No. 38 in Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington, said strip of land having 30.00 feet on each side of the following describedcenterline:

thence N50 degrees 51'27"W 40.34 feet; thence N50 degrees 36'59"W 93.92 feet; thence N57 degrees 09'36"W 94.03 feet: thence N61 degrees 44'57"W 90.44 feet; thence N58 degrees 59'36"W 91.09 feet; thence N52 degrees 16'40"W 94.81 feet; thence N39 degrees05'19"W 81.18 feet to the north line of the south 408.00 feet of said donation land claim and the terminus of the herein described centerline, said point being hereinafter referred to as point "A";

Together with a strip of land, 60.00 feet in width, within the Enos Cooper Donation Land Claim No. 38 having 30.00 feet on each side of the following described centerline

Commencing at aforesaid point "A"; thence N39 degrees 05'19"W 17.72 feet; thence N19 degrees 34'15"W 83.70 feet; thence N08 degrees 16'53"W 41.12 feet; thence N00 degrees 07'32"E 44.46 feet; thence N06 degrees 01'27"E 63.76 feet; thence N11 degrees31'17"E 78.27 feet; thence N22 degrees 05'50"E 49.52 feet; thence N23 degrees 15'12"E 44.44 feet; thence N29 degrees 18'06"E 45.04 feet; thence N39 degrees 09'03"E 289.07 feet; thence N37 degrees 43'44"E 52.39 feet; thence N30 degrees 23'18"E 53.48feet; thence N17 degrees 36'10"E 50.77 feet; thence N08 degrees 07'14"E 23.50 feet; thence N04 degrees 56'12"E 31.26 feet; thence N00 degrees 13'23"W 54.73 feet; thence N06 degrees 42'12"W 53.86 feet; thence N18 degrees 37'35"W 68.39 feet; thence N35degrees 16'09"W 62.00 feet; thence N47 degrees 02'11"W 52.61 feet; thence N52 degrees 14'20"W 46.91 feet; thence N55 degrees 37'56"W 106.98 feet; thence N56 degrees 23'20"W 298.79 feet; thence N54 degrees 44'11"W 118.09 feet; thence N46 degrees 53'09"W106.89 feet; thence N22 degrees 23'38"W 82.34 feet; thence N08 degrees 58'02"W 96.03 feet; thence N04 degrees 57'36"W 97.42 feet; thence N03 degrees 13'13"W 95.04 feet; thence N01 degrees 42'29"W 98.09 feet; thence N00 degrees 15'54"E 20.54 feet to theeast-west center of section line of said Section 15 and the TRUE POINT OF BEGINNING of the herein described centerline; thence continuing N00 degrees 15'54"E 75.81 feet; thence N06 degrees 26'08"E 97.80 feet; thence N16 degrees 55'10"E 95.37 feet;thence N25 degrees 55'53"E 99.73 feet; thence N21 degrees 16'42"E 19.12 feet to the most southerly point on that certain centerline described in Quit Claim Deed recorded under King County Recording No. 19991001001950 and the terminus of the hereindescribed centerline

Except those portions, if any, lying within the right of way of Frager Road.

The sidelines of said strip shall be extended or shortened, as required, to meet at angle points, the east line of the Enos Cooper Donation Land Claim No. 38, the north line of the south 408.00 feet thereof, the east-west center of section line of saidSection 15 and the property described in the aforementioned Quit Claim Deed.

ATTACHMENT B

Benefited Property

This land referred to in this description is situated in the county of King, state of Washington, and described as follows:

EXCEPT that portion conveyed to the State of Washington by Deed recorded April 29, 1959, under King County Recording Number 5025699.

ALSO:

Beginning at the intersection of the west line of said Donation Claim with the north boundary of the Kent-Des Moines pavement right of way;

thence northerly along west boundary line of Donation Claim Number 38

a distance of 450 feet;

thence easterly a distance of 400 feet;

thence southerly a distance of 220 feet;

thence south 36(00' west a distant of 440 feet more or less to

a point on the north right of way boundary of the Kent-Des Moines pavement;

thence northwesterly along said north right of way boundary to the point of beginning; EXCEPT that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

That portion of the Enos Cooper Donation Claim lying within the southeast quarter of Section 15, Township 22 North, Range 4 East, W.M. King County Washington, described as follows:

Beginning at a point of intersection with the centerline of Kent-Des Moines Highway and the south line of the north half of said subdivision;

thence southerly along said centerline a distance of 135.48 feet;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence continuing north 62(30'00" east 525 feet;

thence south along the west line of said Donation Claim to the Centerline of said Highway;

thence southeasterly to a point which bears south 62(30'00" west from the True Point of Beginning;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence north along said Donation Claim Line 450 feet;

thence easterly a distance of 400 feet;

thence south parallel with the west line of said Donation Claim Line 220 feet;

thence south 36( west 440 feet more or less to northerly margin of SSH 5A;

thence northwesterly along the northerly margin of SSH 5A to the True Point of Beginning of exception herein described;

AND ALSO EXCEPT

that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

EXCEPT that portion conveyed to King County, by deed dated July 14, 1934, recorded July 30, 1934 in Volume 1591 of Deeds, page 612, under Recording Number 2812324;

EXCEPT portion condemned in Superior Court Cause Number 748518 for SR-516;

EXCEPT that portion conveyed to the City of Seattle by Deed recorded under Recording Number 7705020771;

AND EXCEPT that portion conveyed to the City of Kent by deed recorded under Recording Number 7105280484. ALSO

Government Lot 10, Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington; lying north of SR-516 as condemned in Superior Court Cause Number 748518.

673G Page 1 of Exhibit C

EXHIBIT D

AFTER RECORDING MAIL TO:

Property Management

City of Kent

220 4th Avenue South

Kent, WA 98032

Reference Number of Related Document: N/A

Grantor(s): City of Seattle, a Municipal Corporation

Grantee(s): City of Kent, a Municipal Corporation

Abbreviated Legal Description: Portion of the Enos Cooper Donation Land Claim Number 38, in SE1/4 of NE1/4 of Section 15, Township 22 North, Range 4 East, W.M.

Additional Legal Description is on Page(s) 4 of Document

Assessor's Property Tax Parcel or Account No.: Portions of the following tax parcels 0002000001, 0002000010, 0002000021, and the benefited area 7260200115, 1522049008, 1522049002, 0002000005, 0002000022, 0002000023, 0002000003or portions thereof.

Project: South 228th Street Extension, Riverbank

QUIT CLAIM DEED WITH RESTRICTION AND RESERVATION

SUBJECT TO THE FOLLOWING:

1. NOTICE

2. RESERVATION OF EAsem*nT

Grantor reserves to itself a perpetual easem*nt over, under and across the Property for environmental monitoring and remediation activities related to the former Kent Highlands Landfill (as legally described in Attachment B, the "Benefited Property"),including without limitation inspection, operation, maintenance, repair and replacement of any gas probes, monitoring wells or leachate line on the Property, and any "remedial action," as defined in the Model Toxics Control Act, RCW 70.105D.020(21) (the"Purpose"). Grantor, its employees and agents shall have the right without prior institution of any suit or proceeding at law, at such time as it may determine, to enter upon the Property for the Purpose, without incurring any legal obligation orliability therefor. In the event that Grantor shall so enter the Property, Grantor shall: (i) notify Grantee at least thirty (30) days prior to beginning any activity on the Property that disturbs the surface of the ground or, in the event of anemergency, notify Grantee as soon as practicable and (ii) perform all activities on the Property in accordance with applicable laws and regulations. Except as stated herein, this easem*nt is not intended to impose any legal or other responsibilityon Grantor. By way of example only and without limiting the preceding sentence, Grantor shall have no responsibility for maintenance of the Property or payment of any taxes or assessments that may be levied against it. This easem*nt and the rights andrestrictions contained herein shall run with the land, shall be binding upon the Property and Grantee, its successors and assigns, and shall inure to the benefit of the Benefited Property and Grantor, its successors and assigns.

3. ENFORCEMENT

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its proper officers this day of , 2004.

THE CITY OF SEATTLE

Chuck Clarke, Director

Seattle Public Utilities

STATE OF WASHINGTON)

)ss

COUNTY OF KING )

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

ATTACHMENT A

That portion of the Enos Cooper Donation Land Claim No. 38 in Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington, lying easterly of a strip of land, 60.00 feet in width, said strip of land having 30.00 feet on each side of thefollowing described centerline:

Commencing at the south quarter corner of said Section 15, from which point the southwest corner of said Section bears S89 degrees 35'24"W; thence S88 degrees 59'57"E 2641.52 feet to the southeast corner of said Section 15 as shown on that certainRecord of Survey in Volume 113 of Surveys, page 290, under King County Recording No. 9703199001; thence N88 degrees 59'57"W, along the south line of the southeast quarter of said Section 15, a distance of 214.50 feet; thence N01 degrees 00'03"E 221.76feet to the southeast corner of the Enos Cooper Donation Land Claim No. 38 as shown on said survey; thence N02 degrees 07'48"E, along the east line of said donation land claim, 78.78 feet; thence N50 degrees 51'27"W 40.34 feet; thence N50 degrees36'59"W 93.92 feet; thence N57 degrees 09'36"W 94.03 feet: thence N61 degrees 44'57"W 90.44 feet; thence N58 degrees 59'36"W 91.09 feet; thence N52 degrees 16'40"W 94.81 feet; thence N39 degrees 05'19"W 98.90 feet; thence N19 degrees 34'15"W 83.70 feet;thence N08 degrees 16'53"W 41.12 feet; thence N00 degrees 07'32"E 44.46 feet; thence N06 degrees 01'27"E 63.76 feet; thence N11 degrees 31'17"E 78.27 feet; thence N22 degrees 05'50"E 49.52 feet; thence N23 degrees 15'12"E 44.44 feet; thence N29 degrees18'06"E 45.04 feet; thence N39 degrees 09'03"E 289.07 feet; thence N37 degrees 43'44"E 52.39 feet; thence N30 degrees 23'18"E 53.48 feet; thence N17 degrees 36'10"E 50.77 feet; thence N08 degrees 07'14"E 23.50 feet; thence N04 degrees 56'12"E 31.26feet; thence N00 degrees 13'23"W 54.73 feet; thence N06 degrees 42'12"W 53.86 feet; thence N18 degrees 37'35"W 68.39 feet; thence N35 degrees 16'09"W 62.00 feet; thence N47 degrees 02'11"W 52.61 feet; thence N52 degrees 14'20"W 46.91 feet; thence N55degrees 37'56"W 106.98 feet; thence N56 degrees 23'20"W 298.79 feet; thence N54 degrees 44'11"W 118.09 feet; thence N46 degrees 53'09"W 106.89 feet; thence N22 degrees 23'38"W 82.34 feet; thence N08 degrees 58'02"W 96.03 feet; thence N04 degrees 57'36"W97.42 feet; thence N03 degrees 13'13"W 95.04 feet; thence N01 degrees 42'29"W 98.09 feet; thence N00 degrees 15'54"E 20.54 feet to the east-west center of section line of said Section 15 and the TRUE POINT OF BEGINNING of the herein describedcenterline; thence continuing N00 degrees 15'54"E 75.81 feet; thence N06 degrees 26'08"E 97.80 feet; thence N16 degrees 55'10"E 95.37 feet; thence N25 degrees 55'53"E 99.73 feet; thence N21 degrees 16'42"E 19.12 feet to the most southerly point on thatcertain centerline described in Quit Claim Deed recorded under King County Recording No. 19991001001950 and the terminus of the herein described centerline.

The sidelines of said strip shall be extended or shortened, as required, to meet at angle points, the east-west center of section line of said Section 15 and the property described in the aforementioned Quit Claim Deed.

Except those portions, if any, lying within the right of way of Frager Road.

ATTACHMENT B

This land referred to in this description is situated in the county of King, state of Washington, and described as follows:

EXCEPT that portion conveyed to the State of Washington by Deed recorded April 29, 1959, under King County Recording Number 5025699.

ALSO:

Beginning at the intersection of the west line of said Donation Claim with the north boundary of the Kent-Des Moines pavement right of way;

thence northerly along west boundary line of Donation Claim Number 38

a distance of 450 feet;

thence easterly a distance of 400 feet;

thence southerly a distance of 220 feet;

thence south 36(00' west a distant of 440 feet more or less to

a point on the north right of way boundary of the Kent-Des Moines pavement;

thence northwesterly along said north right of way boundary to the point of beginning; EXCEPT that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

That portion of the Enos Cooper Donation Claim lying within the southeast quarter of Section 15, Township 22 North, Range 4 East, W.M. King County Washington, described as follows:

Beginning at a point of intersection with the centerline of Kent-Des Moines Highway and the south line of the north half of said subdivision;

thence southerly along said centerline a distance of 135.48 feet;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence continuing north 62(30'00" east 525 feet;

thence south along the west line of said Donation Claim to the Centerline of said Highway;

thence southeasterly to a point which bears south 62(30'00" west from the True Point of Beginning;

thence north 62(30'00" east 30 feet to the true point of beginning;

thence north along said Donation Claim Line 450 feet;

thence easterly a distance of 400 feet;

thence south parallel with the west line of said Donation Claim Line 220 feet;

thence south 36( west 440 feet more or less to northerly margin of SSH 5A;

thence northwesterly along the northerly margin of SSH 5A to the True Point of Beginning of exception herein described;

AND ALSO EXCEPT

that portion lying southerly of said northeasterly margin of said SR 516.

ALSO:

EXCEPT that portion conveyed to King County, by deed dated July 14, 1934, recorded July 30, 1934 in Volume 1591 of Deeds, page 612, under Recording Number 2812324;

EXCEPT portion condemned in Superior Court Cause Number 748518 for SR-516;

EXCEPT that portion conveyed to the City of Seattle by Deed recorded under Recording Number 7705020771;

AND EXCEPT that portion conveyed to the City of Kent by deed recorded under Recording Number 7105280484. ALSO

Government Lot 10, Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington; lying north of SR-516 as condemned in Superior Court Cause Number 748518.

673G Page 1 of Exhibit D

EXHIBIT E

AFTER RECORDING MAIL TO:

Property Management

City of Kent

220 4th Avenue South

Kent, WA 98032

Reference Number of Related Document: N/A

Grantor(s): City of Seattle

Grantee(s): City of Kent

Abbreviated Legal Description: Portions of the S1/2 of the NW1/4 of Section 15, Township 22 North, Range 4 East, W.M.

Additional Legal Description is on Page(s) 4-5 of Document

Assessor's Property Tax Parcel or Account No.: 1522049066

Project: South 228th Street Extension, Slope Easem*nt

SLOPE EAsem*nT

Grantor, THE CITY OF SEATTLE, a Washington municipal corporation, for and in consideration of Ten Dollars ($10.00) and other valuable consideration, conveys and quit claims to the City of Kent, a Washington municipal corporation ("Grantee"), and itssuccessors and assigns, a perpetual easem*nt for the purpose of constructing and maintaining public right-of-way slopes in excavation and/or embankment over, under, through, across and upon the real property situated in King County, Washington anddescribed in Attachment A attached and made a part hereto (the "Easem*nt Area").

SUBJECT TO THE FOLLOWING:

1. NOTICE

GRANTEE ACKNOWLEDGES THAT IT HEREBY IS PLACED ON NOTICE THAT THE EAsem*nT HEREIN CONVEYED BORDERS OR IS IN CLOSE PROXIMITY TO THE FORMER KENT HIGHLANDS LANDFILL, A SITE THAT HAS BEEN PLACED BY THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY ON THENATIONAL PRIORITIES LIST OF "SUPERFUND" SITES AND BY THE STATE OF WASHINGTON ON ITS LIST OF HAZARDOUS SITES.

2. Grantee shall at all times exercise its rights under this easem*nt in accordance with applicable statutes, orders, rules and regulations of any public authority having jurisdiction. Grantee accepts the Easem*nt Area in its present physicalcondition, AS IS. To the extent permitted by law, Grantee does hereby release, indemnify and promise to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonableattorneys' fees incurred by Grantor in connection therewith, arising directly or indirectly on account of or out of the exercise by Grantee, its servants, agents, employees and contractors of the rights granted in this easem*nt or Grantee's obligationshereunder.

3. This Slope Easem*nt shall be a covenant running with the land, and shall bind Grantor's successors and assigns and all future owners of the real property affected by this easem*nt.

4. Grantee may not assign its rights under this Slope Easem*nt without the written consent of Grantor.

5. In the event of violation of the terms of in this Slope Easem*nt, Grantor shall be entitled to all remedies at law or in equity, including without limitation bringing an action for injunctive relief or specific performance, it being recognized thatmonetary damages may not provide an adequate remedy to Grantor.

Dated this _______ day of _____________________, 2004.

THE CITY OF SEATTLE

_____________________

Chuck Clarke, Director

Seattle Public Utilities

STATE OF WASHINGTON)

)ss

COUNTY OF KING )

On this day of , 2004 , before me the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Chuck Clarke known to me to be the Director of Seattle Public Utilities of The City ofSeattle, the municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, and for the uses and purposes therein mentioned, and on oath statedthat they were authorized to execute the said instrument and that the seal affixed is the corporate seal of said municipal corporation.

GIVEN under my hand and official seal this day of , 2004.

Print name:

Notary Public in and for the State

of Washington, residing at:

My commission expires

ATTACHMENT A

That portion of Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington, described as follows:

Containing 2816 square feet or .065 acres; together with

That portion of Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington, described as follows:

Containing 17,644 square feet or 0.405 acres; together with

That portion of Section 15, Township 22 North, Range 4 East, W.M., in King County, Washington, described as follows:

Containing 3012 square feet.

668G.doc Page 1 of Exhibit E

EXHIBIT F

AFTER RECORDING MAIL TO:

City of Seattle

Seattle Public Utilities

Real Estate Services

700 5th Ave, Suite 4900

PO Box 34018

Seattle WA 98124-4018

Reference Number of Related Document: N/A

Grantor(s): City of KENT, a Municipal Corporation

Grantee(s): City of SEATTLE, a Municipal Corporation

Abbreviated Legal Description: Portion of the Enos Cooper Donation Land Claim Number 38, in the NW1/4 of the SE1/4 of Section 15, Township 22 North, Range 4 East, W.M.

Additional Legal Description is on Page(s) 4 of Document

Assessor's Property Tax Parcel or Account No.: All of Tax lot 0002000022 and the benefited area 7260200115, 1522049008, 1522049002, 0002000005, 0002000023, 0002000001, 0002000003 or portions thereof.

Project: South 228th Street Extension, South Parcel

QUIT CLAIM DEED WITH RESTRICTION

Grantor, THE CITY OF KENT, a Washington municipal corporation, for and in consideration of Ten Dollars ($10.00) and mutual benefits derived, receipt of which is hereby acknowledged, conveys and quit claims to Grantee, THE CITY OF SEATTLE, the realestate, including any improvements therein and any after acquired title, situated in the County of King, State of Washington, and described in Attachment A attached and made a part hereto (the "Property").

SUBJECT TO THE FOLLOWING:

1. NOTICE

GRANTEE ACKNOWLEDGES THAT IT HEREBY IS PLACED ON NOTICE THAT THE PROPERTY HEREIN CONVEYED IS WITHIN THE FORMER KENT HIGHLANDS LANDFILL, A SITE THAT HAS BEEN PLACED BY THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY ON THE NATIONAL PRIORITIES LIST OF"SUPERFUND" SITES.

Any future deed to transfer all or any portion of the Property shall include the above-stated notice and this paragraph. This notice provision shall run with the land, and shall be binding upon the Property and Grantee, its successors and assigns andshall inure to the benefit of Grantor, its successors and assigns.

2. ENFORCEMENT

In the event of violation of the notice provision, Grantor shall be entitled to all remedies at law or in equity to enforce the notice provision, including without limitation bringing an action for injunctive relief or specific performance, it beingrecognized that monetary damages may not provide an adequate remedy to Grantor.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its proper officers this day of , 2004.

THE CITY OF KENT

Jim White, Mayor

STATE OF WASHINGTON)

)ss

COUNTY OF KING )

On this day of , 2004, before me the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Jim White, known to me to be the Mayor of The City of Kent, the municipal corporationthat executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, and for the uses and purposes therein mentioned, and on oath stated that he was authorized to executethe said instrument and that the seal affixed is the corporate seal of said municipal corporation.

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

ACCEPTANCE

I, Chuck Clarke, Director of Seattle Public Utilities of The City of Seattle, certify that the interest in real property conveyed to The City of Seattle, a Washington municipal corporation, by this Quit Claim Deed with Restriction dated__________________is hereby accepted on behalf of The City of Seattle, pursuant to the authority conferred by Ordinance ________.

Dated: __________, 20__

THE CITY OF SEATTLE

______________________

Chuck Clarke, Director

Seattle Public Utilities

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

On this ____ day of _________, 200_, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Chuck Clarke, known to me to be the Director of Seattle Public Utilities of The City ofSeattle, the municipal corporation named in and which executed the foregoing document, and stated on oath that he was authorized to execute the foregoing document on behalf of said municipal corporation and signed the same as the free and voluntary actand deed of said municipal corporation for the uses and purposes therein mentioned.

WITNESS my hand and official seal hereto affixed the day and year in this certificate above written.

__________________________________

Print Name: ________________________

NOTARY PUBLIC in and for the State

of Washington, residing at ____________.

My commission expires: ______________.

ATTACHMENT A

THAT PORTION OF THE ENOS COOPER DONATION CLAIM LYING WITHIN THE SOUTHEAST QUARTER OF SECTION 15, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., KING COUNTY, WASHINGTON, DEFINED AS FOLLOWS:

BEGINNING AT A POINT OF INTERSECTION WITH THE CENTERLINE OF KENT-DES MOINES HIGHWAY AND THE SOUTH LINE OF THE NORTH HALF OF SAID SUBDIVISION;

THENCE SOUTHEASTERLY ALONG SAID CENTERLINE A DISTANCE OF 135.48 FEET;

THENCE NORTH 62 degrees 30'00" EAST 30 FEET TO THE TRUE POINT OF BEGINNING;

THENCE CONTINUING NORTH 62 degrees 30'00" EAST 525 FEET;

THENCE NORTHWESTERLY ON A CURVE TO THE LEFT AND RUNNING PARALLEL WITH THE PROPOSED NORTHEASTERLY MARGIN OF STATE ROUTE 516 (AS SHOWN ON THAT CERTAIN MAP DATED MAY 8, 1969, SHEET 2 OF 11 SHEETS, JUNCTION STATE ROUTE 5 TO JUNCTION STATE ROUTE 167 MILEPOST2.21 TO MILEPOST 4.83) TO THE WEST LINE OF SAID DONATION CLAIM;

THENCE SOUTH ALONG THE WEST LINE OF SAID DONATION CLAIM TO THE CENTERLINE OF SAID HIGHWAY;

THENCE SOUTHEASTERLY TO A POINT WHICH BEARS SOUTH 62 degrees 30'00" WEST FROM THE TRUE POINT OF BEGINNING;

THENCE NORTH 62 degrees 30'00" EAST 30 FEET TO THE TRUE POINT OF BEGINNING;

EXCEPT THAT PORTION DEFINED AS FOLLOWS:

BEGINNING AT A POINT OF INTERSECTION OF THE WEST LINE OF THE COOPER DONATION CLAIM WITH THE NORTH MARGIN OF SSH 5A (KENT-DES MOINES HIGHWAY) BEING THE TRUE POINT OF BEGINNING OF EXCEPTION HEREIN DESCRIBED;

THENCE NORTH ALONG SAID DONATION CLAIM LINE 450 FEET;

THENCE EAST AT RIGHT ANGLES TO SAID DONATION CLAIM LINE 400 FEET;

THENCE SOUTH PARALLEL WITH THE WEST LINE OF SAID DONATION CLAIM LINE 220 FEET;

THENCE SOUTH 36 degrees WEST 440 FEET MORE OR LESS TO NORTHERLY MARGIN OF SSH 5A;

THENCE NORTHWESTERLY ALONG THE NORTHERLY MARGIN OF SSH 5A TO THE TRUE POINT OF BEGINNING OF EXCEPTION HEREIN DESCRIBED;

AND ALSO EXCEPT THAT PORTION LYING SOUTHERLY OF SAID NORTHEASTERLY MARGIN OF SAID STATE ROUTE 516.

673G Page 1 of Exhibit F

EXHIBIT G

EARNEST MONEY PROMISSORY NOTE

$10,000.00 (TEN THOUSAND AND NO/100 DOLLARS)

FOR VALUE RECEIVED, the CITY OF KENT, a municipal corporation organized under the laws of the State of Washington ("KENT"), agrees to pay to the order of Pacific Northwest Title Company of Washington ("Title Company") the sum of ten thousand dollars($10,000.00), within twenty-one (21) calendar days following mutual execution of that certain agreement between KENT and THE CITY OF SEATTLE entitled "Master Agreement for Real Property and Environmental Facilities" and dated ______________, 2004 (the"Agreement"). This Note is evidence of KENT'S obligation to pay Earnest Money under said Agreement. KENT'S failure to pay the Earnest Money strictly as above shall constitute default on said Agreement as well as on this Note.

CITY OF KENT

Date: ________________________

Don Wickstrom, Director of Public Works

City of Kent

ATTEST:

Date: ________________________

Jerry McCaughan, Property Manager

City of Kent

Exhibit H

Environmental Facilities

1. Gas Probes and Monitoring Wells. No later than September 1, 2004, Kent shall decommission nineteen (19) of Seattle's gas probes and monitoring wells and install two (2) gas probes on property to be transferred to Kent under this Agreement,approximate locations are shown on Figure H-1 of this EXHIBIT.

A. Five (5) probes and wells KMW-6, KGW-201, KGW-204, KGW-206 and KGW-207 may be decommissioned by perforating and pressure grouting because the diameters of the casing are large enough for injecting grout. (See WAC 173-160.)

B. Fourteen (14) probes and wells shall be drilled out and grouted because they either have multiple well completions within a single borehole, the probe diameter is too small for injecting grout, or there is no well log available to confirm completioninformation. (See WAC 173-160.) These probes and wells are as follows:

KGH-2

KGP-32

KGP-34

KGP-37

KGP-38A

KGP-39

KGP-41

KGP-42

KGP-43

KGW-202

KGW-203

KGW-208

KGP-45

KGP-47

C. New probes KGP-32A and KGP-38B shall be installed. These probes have multiple completions within each borehole. Each completion of each probe shall be placed within a single borehole (see WAC 173-160), at or near the locations shown on Figure H-1as KGP-32A and KGP-38B. Replacement probes shall be placed in the same geologic unit as the existing probes.

D. The following requirements shall apply to the decommissioning and/or installation work specified in section 1.A through 1.C of this EXHIBIT H.

(1) The decommissioning and installation work shall follow the Minimum Standards for Construction and Maintenance of Wells, Chapter 173-160 WAC (Revised September 2, 1998).

(2) A well contractor licensed in the State of Washington shall complete the decommissioning and installation work (see WAC 173-162-040).

(3) The decommissioning and installation work shall be supervised by a professional geologist or hydrogeologist licensed in the State of Washington.

(4) Upon completion of the work, the well contractor must submit a well report documenting the decommissioning or installation to the Department of Ecology (see WAC 173-160-420-10), with a copy to Seattle.

(5) References to the Washington Administrative Code in this Exhibit H shall be deemed to set minimum standards for the work described in section 1; Kent and its contractor(s) shall be responsible for compliance with all other applicable laws andregulations.

(6) Completed well logs with as-built depths and survey coordinates shall be submitted to the City of Seattle and all new gas probes shall be tested for a period of six months prior to final acceptance by the City of Seattle.

2. Relocation of Leachate Line

A. The parties acknowledge that completion of Kent's Project necessitates the relocation of portions of a Seattle force main located on the east and west sides of the Green River; the force main conveys leachate from the Landfill to the King Countysewer treatment plant (the "Leachate Line"). The Leachate Line east and west of the Green River will be relocated by Kent as required to construct the S. 228th Street Extension. Seattle wishes to relocate the Leachate Line from under the river, andattach it to the proposed Green River Bridge. Kent agrees to relocate the Leachate Line and cap and abandon the existing crossing as part of the overall property transaction. Portions of the Leachate Line east of the Green River will not be affected byKent's Project and will remain within the South 228th Street right of way east of the Green River.

B. Seattle shall be responsible for the design of and obtaining State of Washington permits (if necessary) for, the new river crossing of the Leachate Line. Kent shall be responsible for obtaining construction permits for, and construction andinstallation of, the temporary portion of the relocated Leachate Line and the permanently relocated Leachate Line. Such construction and installation shall be in accordance with the following requirements:

(1) For temporary material, pipe and fitting shall be PVC, Schedule 40, or equivalent.

(2) For permanent material, pipe and fitting shall be ductile iron ("DI"). DI pipe and fittings shall conform to AWWA C151, C152 with cement mortar lining conforming to AWWA C-104. Joints shall be either mechanical or push-on joints. Flanged jointsshall not be allowed in buried ground. All DI pipe and fitting shall have 8MIL thick polyethylene encasem*nt per ANSI/AWWA/C105/A21.5 Method A if clay or organic material is encountered in the pipe trench.

(3) Both temporary and permanent lines shall be restrained in accordance with City of Seattle Standard Plan #330 & 331.

(4) Other than bends required for pipes to cross the bridge, bends shall not exceed 11 1/4 degrees.

(5) Horizontal angle points and vertical grade shall be constructed by deflecting pipe joints, unless otherwise specified.

(6) Before any digging, all utility locations shall be verified. "Before You Dig" shall be called two days in advance for field location.

(7) Typical pipeline trench shall be per Seattle Standard Plan No. 284.

(8) All blocks shall have thrust restrained joints or concrete thrust blocking as agreed upon by Kent and Seattle on the final construction plans.

(9) There shall be no field change to the design without the prior written approval by the Seattle Public Utilities Design Engineer. Verbal and written notice will be sent to Jeff Neuner and Phil Woodhouse.

(10) Any utilities encountered during construction shall be fully supported.

(11) When required by law, Kent's Leachate Line contractor shall submit a shoring plan for the approval of Kent's Design Engineer at least one week prior to the start of excavation.

C. Kent shall complete the permanent relocation of the Leachate Line no later than December 31, 2006.

3. Cost of Work on Environmental Facilities. Kent shall be solely responsible for all costs incurred by it in connection with the work on Environmental Facilities described in sections 1 and 2 of this Exhibit H, except that Seattle shall reimburse Kentfor the costs of decommissioning KGW-206, KGW-207 and KGP-47 when such work has been completed and approved by Seattle. Seattle shall make reimbursem*nt within thirty (30) days of receipt of an invoice for such work, documented. to Seattle's reasonablesatisfaction. Seattle shall be solely responsible for all costs incurred by it in connection with the design, permitting, and inspection during construction of the Environmental Facilities.

4. Ownership of Environmental Facilities. Kent and Seattle agree that, until abandoned or decommissioned in accordance with this EXHIBIT H, all Environmental Facilities are and shall be the property of Seattle. Upon the relocation of EnvironmentalFacilities in accordance with this EXHIBIT H, such relocated facilities shall be the property of Seattle. The parties further agree to execute such documents as may be deemed necessary by either party to evidence Seattle's ownership of such relocatedfacilities.

5. Amendments of Other Documents. Seattle and Kent agree (a) on the date of this Agreement, to amend the Agreement for Transport of Leachate through the City of Kent to Metro's West Valley Interceptor Sanitary Sewer System between the parties, datedMarch 24, 1977, to conform that agreement to the rights and obligations of the parties set forth in this Exhibit H and (b) when the work on gas probes and monitoring wells described in section 1 has been completed, to amend the legal descriptions ofSeattle's reserved easem*nts in the deeds conveying the Seattle Property to Kent to reflect the decommissioning and abandonment of the Environmental Facilities identified in sections 1.A and 1.B of this EXHIBIT H and to include new well 38B and, ifrelocated on property conveyed to Kent, 32A.

6. Indemnification. Kent shall indemnify, defend and hold Seattle and its officers, employees and agents, harmless against any loss, damages, liability, claim, demand or cost of any nature whatsoever (each, a "Loss"), including without limitation anyLoss relating to environmental clean-up actions or violations of federal, state or local environmental laws, resulting from injury or harm to persons or property that may arise as a direct or indirect consequence of any act or omission by Kent, itsemployees, agents, contractors, subcontractors, licensees or invitees with respect to Kent's activities or obligations under this Exhibit H, including without limitation failure of any of the Environmental Facilities installed by Kent hereunder for aperiod of one year; provided, that this indemnity shall not extend to any Loss to the extent caused by the negligence of Seattle. Kent expressly waives any immunity or protection that might be available to it under the Washington State IndustrialInsurance Act, Revised Code of Washington Title 51. This waiver has been mutually negotiated by the parties.

Initialed by:

____________ ____________

Seattle Kent

7. Insurance. Kent shall require its contractor(s) that perform work on the Environmental Facilities to name Seattle as an additional insured on all insurance policies required by Kent and, upon request, Kent shall provide Seattle with evidencethereof acceptable to Seattle.

8. Conformity with Law. All actions taken by Kent hereunder shall be strictly in accordance with all applicable federal, state and local laws and regulations, including without limitation environmental laws.

9. Successors and Assigns. Kent shall not assign, apportion or otherwise transfer its rights or obligations hereunder without the prior written approval of Seattle.

10. Default and Remedies. If Kent violates any term or condition of this Exhibit H, Kent will have fourteen (14) days after receipt of notice of violation to cure the specified breach or default, or such longer period as is reasonably necessary toeffect such cure if cure cannot be accomplished within such fourteen day period, so long as such cure has been commenced within such fourteen day period and is being diligently pursued. If Kent has not cured the violation in accordance with theprevious sentence, an Event of Default shall have occurred, and Seattle may seek all remedies available in law or equity.

11. Additional Terms. This EXHIBIT H is part of the Agreement. Sections 14, 16, 17, 18, 19, 21, 22 and 23 of this Agreement, and all other sections of the Agreement that reasonably may be interpreted to apply, shall be deemed to apply to thisEXHIBIT H.

12. Notices. All notices, reports and approvals required in connection with this Exhibit H shall be in writing and deemed to have been duly given if personally delivered or sent by United States mail or overnight delivery service, each with proof ofreceipt, to the addresses shown below or as otherwise indicated in written notice from one party to the other:

If to Seattle: If to Kent:

City of Seattle City of Kent

Seattle Public Utilities 220 Fourth Avenue South

8100 Second Avenue South Kent, WA 98032-5895

Seattle, WA 98108 Attn: Engineering Department

Attn: Jeff Neuner FAX: 253-856-6500

FAX: 206-233-2629

Page 1 of Exhibit H

EXHIBIT J

Amendment to Agreement For Transport Of Leachate Through The City Of Kent To Metro's West Valley Interceptor Sanitary Sewer System

This Amendment to Agreement For Transport Of Leachate Through The City Of Kent To Metro's West Valley Interceptor Sanitary Sewer System (the "Amendment") is entered into as of _____, 2004, between the City of Kent, a municipal corporation of the Stateof Washington ("Kent") and The City of Seattle, also a municipal corporation of the State of Washington ("Seattle").

WHEREAS, on March 24, 1977, Seattle and Kent entered into an agreement entitled Agreement For Transport Of Leachate Through The City Of Kent To Metro's West Valley Interceptor Sanitary Sewer System (the "1977 Agreement"); and

WHEREAS, the 1977 Agreement allowed Seattle, among other things, to construct, operate, maintain, repair and replace a leachate sewer line and appurtenant facilities within the rights of way of Frager Road, Russell Road, Taylor Road and South 228thStreet, all within the corporate limits of Kent; and

WHEREAS, Kent is undertaking its South 228th Street Extension Project (the "Project"), which Project includes the construction of a bridge for South 228th Street over the Green River (the "Bridge"); and

WHEREAS, the Project requires the relocation of the leachate sewer line crossing of the Green River and also certain portions of said line east of the Green River; and

WHEREAS, Kent and Seattle desire that the river crossing be accomplished by the construction and installation of a new leachate sewer line and appurtenances underneath, and suspended from, the Bridge; and

WHEREAS, the parties' responsibilities for the design, construction and installation of such relocated leachate sewer line and appurtenances, and payment of the costs thereof, are addressed in the Master Agreement for Real Property and EnvironmentalFacilities between the parties, of even date herewith (the "Master Agreement"); and

WHEREAS, Kent and Seattle desire to amend the 1977 Agreement to confirm Seattle's right to operate, maintain, repair and replace said leachate sewer line and appurtenances as relocated to the Bridge, and to clarify the relationship between the MasterAgreement and the 1977 Agreement with respect to the relocation of said leachate sewer line and appurtences ;

NOW, THEREFORE, in consideration of the requirements of the Master Agreement and the mutual benefits to be derived from the Project, and maintaining the 1977 Agreement wholly intact except as specifically stated herein, Seattle and Kent agree asfollows:

1. Section 1.b) of the 1977 Agreement. Section 1.b) of the 1977 Agreement is hereby amended and now reads as follows:

Kent hereby authorizes Seattle to construct, operate, maintain, repair and replace said leachate sewer line and required appurtenant facilities within the rights of way of Frager Road, Russell Road, Taylor Road, and South 228th Street including theBridge, all within the corporate limits of Kent, subject to the terms and conditions set forth herein.

2. Section 4 of the 1977 Agreement. The first three lines of the second paragraph of Section 4 of the 1977 Agreement are hereby amended and now read as follows:

The terms and conditions of the use and occupancy of the rights of way of Frager Road, Russell Road, Taylor Road, and South 228th Street including the Bridge in the City of Kent by Seattle under authority of this agreement shall be as follows: ...

3. Section 8 of the 1977 Agreement. Section 8 of the 1977 Agreement is hereby amended and now reads as follows:

If, during the term of this agreement, Kent determines to vacate any portion of the rights of way over Frager Road, Russell Road, Taylor Road and/or South 228th Street (including the Bridge) that are covered by this agreement, Kent shall, prior to thelegal vacation of the right of way, provide Seattle with easem*nts conveying a 20-foot wide right of way for the purpose of operating, maintaining, repairing and reconstructing the leachate sewer facilities.

4. Remainder of 1977 Agreement. The 1977 Agreement remains fully intact, unaltered, and unchanged, except as expressly set forth above in sections 1, 2, and 3 of this Amendment and as follows: the parties intend and agree that (a) the terms of theMaster Agreement (and not the 1977 Agreement) shall govern the parties' responsibilities for the relocation of the leachate sewer line as described in the Master Agreement and (b) Seattle's indemnification of Kent in the second paragraph of section 10of the 1977 Agreement shall not apply to the construction or installation of said relocated leachate

sewer line.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CITY OF KENT

By ______________________________

Mayor

ATTEST

By ______________________________

City Attorney

THE CITY OF SEATTLE

By ______________________________

Director, Seattle Public Utilities

Page 1 of Exhibit J

EXHIBIT K

AFTER RECORDING

RETURN TO:

Property Management

City of Kent

220 4th Avenue South

Kent WA 98032

GRANTOR(S): City of Seattle

GRANTEE(S): City of Kent

ABBREVIATED LEGAL DESCRIPTION: Portion of the Enos Cooper Donation Land Claim Number 38, in E1/2 of SE1/4 of Section 15, Township 22 North, Range 4 East, W.M.

ADDITIONAL LEGAL DESCRIPTION IS ON PAGE 5 OF DOCUMENT

ASSESSOR'S PROPERTY TAX PARCEL NO.: Portions of the following tax parcels 1522049001, 0002000010, and the benefited area 7260200115, 1522049008, 1522049002, 0002000005, 0002000022, 0002000023, 0002000001, 0002000003 or portions thereof.

PROJECT NAME: South 228th Street Extension

PUBLIC ACCESS AND UTILITY EAsem*nT AGREEMENT

GRANTOR, THE CITY OF SEATTLE, a Washington municipal corporation, for and in consideration of Ten Dollars ($10.00) and other valuable consideration, receipt of which is hereby acknowledged by Grantor, conveys and quit claims to the CITY OF KENT, aWashington municipal corporation ("Grantee"), a public access and utility easem*nt for the installation, operation, inspection, maintenance, extension, construction, alteration, reconstruction and repair of public access areas and facilities andutilities, including vehicular access, pedestrian access to the Green River, and recreational uses (the "Purposes"), over, across and upon the currently existing surface of the real property situated in King County, Washington and described inAttachment A and made a part hereto (the "Easem*nt Area").

SUBJECT TO THE FOLLOWING:

1. Grantee acknowledges that it hereby is placed on notice that the property subject to this Public Access and Utility Easem*nt Agreement (the "Easem*nt Agreement") is within the former Kent Highlands Landfill (the "Landfill"), a site that has beenplaced by the United States Environmental Protection Agency on the National Priorities List of "Superfund" sites and by the State of Washington on its list of hazardous sites and is the subject of a Consent Order dated May 26, 1987, as amended, a DeedNotice of Consent Order, filed June 26, 1987, and a Restrictive Covenant filed February 10, 1999 (Recording Number 19902100823). Use of the Easem*nt Area is subject to the restrictions stated therein and all State of Washington Department of Ecology("Ecology") requirements.

2. Grantee shall have the right, without prior institution of suit or proceeding at law, at times as may be necessary, to enter upon the Easem*nt Area with the necessary equipment for any of the Purposes of the Easem*nt, without incurring any legalobligation or liability for the entry, but subject to all conditions, requirements and indemnifications in this Easem*nt Agreement. Grantee's utilities, if any, shall be located above the currently existing surface within clean fill materials to beimported by Grantee. Grantee shall be responsible for all costs of Grantee's facilities and all costs for adjustment or alteration of Grantee's facilities in accordance with Section 3. "Grantee's facilities" means facilities or improvements installed byGrantee within the Easem*nt Area subsequent to the date upon which this Easem*nt is conveyed. Grantee shall be responsible for maintaining the Easem*nt Area, including Frager Road. Grantee shall at all times exercise its rights under this Easem*ntAgreement in accordance with the requirements of all applicable statutes, orders, rules and regulations of any public authority having jurisdiction.

3. A. Except as provided in Section 3B, Grantor shall retain the right to use the surface and subsurface of the Easem*nt Area so long as that use does not unreasonably or permanently interfere with the Purposes described in this Easem*nt Agreement.

B. Notwithstanding Section 3A, Grantor retains, in its ownership of the underlying fee, the right to permanently or temporarily interfere with Grantee's use of the Easem*nt Area to insure regulatory compliance relating to the Landfill, includingwithout limitation, inspection, operation, maintenance, repair and replacement of any gas probes, monitoring wells, storm water facilities, leachate lines or other facilities, and any "remedial action," as defined in the Model Toxics Control Act("MTCA"), RCW 70.105D.020(21). Grantor, its employees and agents shall have the right, without prior notice, at such time as it may determine, to enter upon the Easem*nt Area, without incurring any legal obligation or liability therefor. In the eventthat Grantor shall so enter the Easem*nt Area, Grantor shall: (i) notify Grantee at least thirty (30) days prior to beginning any activity on the Easem*nt Area that disturbs the surface of the ground or, in the event of an emergency, notify Grantee assoon as practicable and (ii) perform all activities on the Easem*nt Area in accordance with applicable laws and regulations. Except as stated herein, this easem*nt is not intended to impose any legal or other responsibility on Grantor. All alterations,moving or adjustment of Grantee's facilities necessitated by remedial actions as defined in MTCA under applicable statutes, orders, rules and regulations of any public authority having jurisdiction shall be performed by Grantee at no cost to Grantor.

4. This Easem*nt Agreement and any rights granted to the Grantee hereunder may not be assigned without the prior written consent of the Grantor.

5. This Easem*nt Agreement shall be a covenant running with the land, and shall bind Grantee's successors and assigns and all future owners of the real property affected by this Easem*nt Agreement.

6. To the extent permitted by law, Grantee releases, indemnifies and promises to defend and save harmless Grantor, or any affiliate of Grantor, from and against any and all liability, loss, damage, expense, actions, and claims, including costs andreasonable attorney's fees incurred by Grantor in connection with, arising directly or indirectly on account of or out of the exercise by Grantee, its servants, agents, employees and contractors of the rights and Purposes granted in this Easem*ntAgreement. Provided, however, Grantee's indemnification shall not apply to liability arising from the hazardous substance conditions that exist on the Easem*nt Area as of the date of this Easem*nt Agreement and that are unrelated to the exercise byGrantee, its servants, agents, employees and contractors of the rights and Purposes granted in this Easem*nt Agreement. Grantor does hereby release, indemnify and promise to defend and save harmless Grantee from and against any and all liability, loss,damage, expense actions and claims, including costs and reasonable attorney's fees incurred by Grantee in connection therewith, arising directly or indirectly on account of the hazardous substance conditions that exist on the Easem*nt Area as of thedate of this Easem*nt Agreement unrelated to the exercise by Grantee, its servants, agents, employees and contractors of the rights and Purposes granted in this Easem*nt Agreement, except as otherwise provided in settlement agreements or orders enteredinto by Grantor and Grantee related to the Kent Highlands Landfill prior to the date of this Easem*nt Agreement.

7. In the event of violation of the notice provision or the reservations and restrictions contained in this Easem*nt Agreement, Grantor shall be entitled to all remedies at law or in equity to enforce the notice provision, restrictive covenant,reservations and restrictions, as applicable, including without limitation bringing an action for injunctive relief or specific performance, it being recognized that monetary damages may not provide an adequate remedy to Grantor.

Dated this _______ day of _____________________, 2004.

THE CITY OF SEATTLE

_________________________

By: Chuck Clarke, Director

Seattle Public Utilities

THE CITY OF KENT

__________________________

By: ___________________

___________________

STATE OF WASHINGTON)

) ss

COUNTY OF KING )

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

STATE OF WASHINGTON)

) ss

COUNTY OF KING )

On this day of , 2004, before me the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ________________, known to me to be the ___________________ of The City of Kent, themunicipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, and for the uses and purposes therein mentioned, and on oath stated that he wasauthorized to execute the said instrument and that the seal affixed is the corporate seal of said municipal corporation.

WITNESS my hand and official seal hereto affixed the day and year first above written.

Print name:

Notary Public in and for the State of

Washington, residing at

My commission expires:

ATTACHMENT A

Commencing at the south quarter corner of said Section 15, from which point the southwest corner of said Section bears S89 degrees 35'24"W; thence S88 degrees 59'57"E 2641.52 feet to the southeast corner of said Section 15 as shown on that certainRecord of Survey in Volume 113 of Surveys, page 290, under King County Recording No. 9703199001; thence N88 degrees 59'57"W, along the south line of the southeast quarter of said Section 15, a distance of 214.50 feet; thence N01 degrees 00'03"E 221.76feet to the southeast corner of the Enos Cooper Donation Land Claim No. 38 as shown on said survey; thence N02 degrees 07'48"E, along the east line of said donation land claim, 78.78 feet; thence N50 degrees 51'27"W 40.34 feet; thence N50 degrees36'59"W 93.92 feet; thence N57 degrees 09'36"W 94.03 feet: thence N61 degrees 44'57"W 90.44 feet; thence N58 degrees 59'36"W 91.09 feet; thence N52 degrees 16'40"W 94.81 feet; thence N39 degrees 05'19"W 81.18 feet to the north line of the south 408.00feet of said donation land claim and the TRUE POINT OF BEGINNING of the herein described strip of land; thence continuing N39 degrees 05'19"W 17.72 feet; thence N19 degrees 34'15"W 83.70 feet; thence N08 degrees 16'53"W 41.12 feet; thence N00 degrees07'32"E 44.46 feet; thence N06 degrees 01'27"E 63.76 feet; thence N11 degrees 31'17"E 78.27 feet; thence N22 degrees 05'50"E 49.52 feet; thence N23 degrees 15'12"E 44.44 feet; thence N29 degrees 18'06"E 45.04 feet; thence N39 degrees 09'03"E 289.07feet; thence N37 degrees 43'44"E 52.39 feet; thence N30 degrees 23'18"E 53.48 feet; thence N17 degrees 36'10"E 50.77 feet; thence N08 degrees 07'14"E 23.50 feet; thence N04 degrees 56'12"E 31.26 feet; thence N00 degrees 13'23"W 54.73 feet; thence N06degrees 42'12"W 53.86 feet; thence N18 degrees 37'35"W 68.39 feet; thence N35 degrees 16'09"W 62.00 feet; thence N47 degrees 02'11"W 52.61 feet; thence N52 degrees 14'20"W 46.91 feet; thence N55 degrees 37'56"W 106.98 feet; thence N56 degrees 23'20"W298.79 feet; thence N54 degrees 44'11"W 118.09 feet; thence N46 degrees 53'09"W 106.89 feet; thence N22 degrees 23'38"W 82.34 feet; thence N08 degrees 58'02"W 96.03 feet; thence N04 degrees 57'36"W 97.42 feet; thence N03 degrees 13'13"W 95.04 feet;thence N01 degrees 42'29"W 98.09 feet; thence N00 degrees 15'54"E 20.54 feet to the east-west center of section line of said Section 15 and the terminus of the herein described centerline.

The sidelines of said strip shall be extended or shortened, as required, to meet at angle points, the north line of the south 408.00 feet of the Enos Cooper Donation Land Claim No. 38 and the east-west center of section line of said Section 15.

Together with that portion of said donation land claim lying north of the south 408.00 feet thereof, south of the east-west center of section line of said Section 15, east of the above described 60.00 foot strip and west of the Green River.

Page 1 of Exhibit K