RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

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Seattle Public Utilities Real Property Services
Post Office Box 34018
Seattle, WA 98124-4018

EASEMENT AGREEMENT

Reference Nos. of Document Released:
Grantor:
Grantee:
Legal Description (abbreviated):

None
Port of Seattle
City of Seattle
Portions of Parcel 1, City of Seattle Short Plat
No. 9703001, Recorded under Recording
Number 9706279015

Assessor's Tax Parcel ID No.

7666703460

This Easement Agreement ("Easement Agreement") is made effective as of the ____ day
of ___________, 2011 by and between the Port of Seattle, a Washington municipal
corporation ("Grantor"), and the City of Seattle, a Washington municipal corporation,
acting by and through Seattle Public Utilities ("Grantee").
RECITALS

WHEREAS, Grantor petitioned the City of Seattle to vacate Southwest Idaho and Dakota
Streets between West Marginal Way Southwest and the Duwamish River and a portion of
Iowa Avenue Southwest in Seattle ("Streets"), as more particularly described in the
vacation petition to the City of Seattle Clerk File No. 297660, and as amended by the
revised legal description attached and incorporated as Exhibit A ("Vacated Area"); and
WHEREAS, the Grantor owns King County Assessor's Tax Parcel Number 7666703460
on which it maintains a bioswale drainage facility ("Bioswale") and public access to the
Duwamish River ("Grantor's Property"); and

WHEREAS, the Grantee operates a 30-inch stormwater drainage facility that was
relocated in 1997 by the Port of Seattle in accordance with Permit No. U6446 and as
more particularly shown on the approved plans ("Plan Nos. 881-58-1 and 2"), including
all necessary and convenient appurtenances ("Facilities"). The Facilities are an integral
part of the Grantee's municipal storm drainage utility system, a portion of which are
located on and terminate at the Bioswale on Grantor's Property; and

WHEREAS, the Grantee's vacation of the Streets is conditioned, in part, on Grantor
transferring title of ownership of the relocated Facilities to the Grantee and conveying
satisfactory utility easements to the Grantee for the Facilities existing in the Vacated Area
or Grantor's Property; and

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WHEREAS, Grantor desires to fulfill the above-stated condition for vacation of
Southwest Dakota Street.
NOW, THEREFORE, the parties agree as follows:

EASEMENT

In consideration of the Grantee's vacation of Southwest Dakota Street and other good and
valuable consideration, receipt of which are hereby acknowledged, Grantor hereby
conveys and grants to Grantee, a sixteen-foot (16') wide, nonexclusive permanent
easement for the construction, operation and maintenance of the Facilities over, under,
through, across and upon the westerly portion of Grantor's Property, as legally described
in Exhibit B attached hereto and incorporated herein ("Easement Area"), together with
the right of reasonable ingress to and egress from West Marginal Way Southwest across
Grantor's Property to the Easement Area if necessary.
This Easement Agreement shall include only such rights in the Easement Area as shall be
necessary for the inspection, construction, reconstruction, alteration, operation,
improvement, maintenance, repair and replacement of, and additions to the Facilities, and
access thereto ("Purposes"). Grantor, its successors and assigns, shall have the right to
use the Easement Area in any way and for all purposes which do not unreasonably
interfere with the easement rights for the Purposes herein granted to Grantee and which
are consistent with the terms and conditions of this Easement Agreement.

A. Grantee's Purposes, Uses and Obligations
1.

Grantee, and its employees, contractors and consultants shall have the right to enter
upon and use the Easement Area at all times to install, construct, alter, repair,
operate, improve, replace, maintain and add to the Facilities, and shall have the right
to remove all or any part of said Facilities from the Easement Area.

2.

Grantee, at its own expense, shall have the right to replace and improve any
Facilities within the Easement Area with stormwater drainage facilities of the same
or larger diameter and capacity, or functionality; provided that, upon completion,
any new Facilities will not unreasonably block, obstruct, hinder or otherwise prevent
access over and across the Grantor's Property. Grantee agrees to restore the
Easement Area following any activity by Grantee that disturbs the Easement Area, to
the condition it was in immediately prior to Grantee's work being commenced.

B. Grantor's Obligations and Activities in Easement Area
Grantor agrees that, it will not knowingly permit any other utility facility, including
without limitation, conduits, cable, pipelines, vaults, poles, posts, whether public or
private, to be installed within five (5) horizontal feet of the Facilities or any
crossings over the Easement Area that do not maintain a minimum vertical clearance
of eighteen (18) inches from all of the Facilities.

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1.

2.

Grantor and its employees, agents, lessees, licensees or invitees may move vehicles,
containers, equipment and similar items or personal property (collectively "Grantor's
Equipment") across any part of the Easement Area; provided that the combined
weight of Grantor's Equipment does not exceed H-20 weight loading as described in
attached Exhibit C attached hereto and incorporated herein.

3.

Grantor shall not, and shall not permit its employees, agents, tenants, licensees or
invitees to make any excavation, boring, or tunneling within the Easement Area
without the prior written permission of Grantee, which shall not be unreasonably
withheld, conditioned or delayed.

4.

Grantor shall not, and shall not permit its employees, agents, lessees or tenants to (a)
erect, plant, or allow to remain any buildings, walls, rockeries, trees, shrubbery, or
obstruction of any kind or (b) place any fill material of any kind within the Easement
Area, without the prior written permission and approval of Grantee.

5.

Grantor shall be responsible for regularly maintaining the Bioswale on Grantor's
Property in accordance with any applicable state or local laws or requirements and to
avoid build-up of debris or other materials that could potentially cause back-ups or
improper functioning of Grantee's Facilities draining into the Bioswale. Grantor
shall inspect the Bioswale on at least a semi-annual basis and be solely responsible
for the cost of maintaining the Bioswale . In the event Grantee reasonably
determines that additional maintenance of the Bioswale is necessary to maintain the
proper draining of Grantee's Facilities (e.g. after a storm event), Grantee will
provide Grantor ten (10) days' notice to perform the additional maintenance. If
Grantor fails to complete the required maintenance within that time period or another
time period as mutually agreed upon by the parties, Grantee will have the right to
perform or cause to perform the maintenance at the sole expense of Grantor. If
Grantee determines that an imminent or present danger to its Facilities exists,
Grantee may perform any emergency maintenance or repair without prior notice to
the Grantor at the sole expense of Grantor. In either case, Grantee will invoice
Grantor for the reasonable costs for the work performed by Grantee and Grantor will
reimburse Grantee within 60 days of receipt of such invoice.

C. Indemnification and Insurance
To the extent permitted by law, Grantor and Grantee shall protect, defend,
indemnify, and save harmless the other party, and its officers, officials, employees,
and agents from any and all costs, claims, demands, judgments, damages, or liability
of any kind including injuries to persons or damages to property (each, a "Claim"),
to the extent caused by the negligent acts, omissions or willful misconduct of the
indemnifying party. Each party agrees that its obligations under this Section C.1
extend to any claim, demand, or cause of action brought by, or on behalf of, any of
its employees or agents. For this purpose, each party, by mutual negotiation, hereby
waives, with respect to the other party only, any immunity that would otherwise be
available against such claims under the industrial insurance provisions of Title 51
RCW. In the event of any claims, demands, actions or lawsuits, the indemnifying
party upon prompt notice from the other party shall assume all costs of defense
thereof, including legal fees incurred by the other party, and of all resulting
judgments that may be obtained against the other party. The prevailing party shall
be entitled to recover its reasonable costs and expenses (including reasonable
attorneys' fees) incurred to enforce the provisions of this section.

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1.

2,

Grantor shall indemnify, defend and hold harmless Grantee, its officers, employees
and agents from any and all liabilities, losses, damages, costs, expenses or claims of
any kind or nature (including, without limitation, reasonable attorneys' fees and any
liability for costs of investigation, abatement, remediation, cleanup, fines, penalties,
or other damages arising under any environmental laws) arising out of or in
connection with the disposal, release or discharge, migration, handling, or
transportation of hazardous materials or substances, as that term may be defined by
applicable local, state or federal law on or from any portion of Grantor's Property,
including the Easement Area, any time after the recording of this Easement, except
to the extent caused by Grantee's operations for the Purposes herein.

D. Transfer of Title of Facilities

On the effective date of this Easement Agreement, Grantor shall convey to Grantee full
title and ownership of the Facilities within the Easement Area pursuant to a bill of sale in
a form substantially as that set forth in Exhibit D, attached hereto and incorporated by
this reference.
E. Compliance with Laws

Grantee and Grantor in the exercise of their respective rights under this Easement
Agreement shall comply with all applicable federal, state and local laws, ordinances, and
regulations, including environmental laws and regulations.
F. Runs with Land

This Easement Agreement and each of the terms, provisions, conditions and covenants
herein shall run with the land and be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, assigns and successors-in-title.

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Grantor and Grantee hereby represent and warrant to each other that it has necessary
authorization to enter into this Easement Agreement and that it has been executed by a
duly authorized officer of Grantor and Grantee respectively.
[THE REST OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

[SIGNATURE(S) ON ATTACHED PAGE(S)]

Port of Seattle, a Washington
municipal corporation

The City of Seattle
Seattle Public Utilities

By ______________________________
Charles Sheldon, Managing Director,
Seaport Division

By ___________________________________
Ray Hoffman, Acting Director

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Date __________________, 2011

Date ________________________, 2011

STATE OF _________________________ )
)
COUNTY OF _______________________ )

I certify that I know or have satisfactory evidence that ________________is the person who
appeared before me and signed this instrument, on oath stated that he is authorized to execute the
instrument and acknowledged it as the ____________________ of the Port of Seattle, to be the
free and voluntary act of such party(ies) for the uses and purposes mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this ____day of __________________2011

NAME________________________________
(Print name) ___________________________
NOTARY PUBLIC in and for the State of
Washington ____________________________
Residing at Seattle _______________________
My appointment expires: ___________, 20 ___

STATE OF _______________________ )
) SS.
COUNTY OF _____________________ )

I certify that I know or have satisfactory evidence that Ray Hoffman is the person who
appeared before me and signed this instrument, on oath stated that s/he was authorized to
execute the instrument and acknowledged it as Acting Director of Seattle Public Utilities
of the City of Seattle, to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
SUBSCRIBED AND SWORN to before me this ____day of __________________2011

NAME________________________________
(Print name) ___________________________
NOTARY PUBLIC in and for the State of
Washington ____________________________
Residing at Seattle _______________________
My appointment expires: ___________, 20 ___

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EXHIBIT D

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BILL OF SALE
(Personal Property)

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the PORT OF SEATTLE, a municipal corporation of the State of Washington
("Seller"), hereby sells and conveys to ____________________ ("Buyer"), all of its right, title
and interest in and to the personal property consisting of ______________________ ("Personal
Property") located on real property owned by Seller and legally described as follows:

INSERT LEGAL DESCRIPTION

This Bill of Sale is made without recourse or warranty whatsoever except that Seller
owns the Personal Property free and clear of all liens, exceptions, and encumbrances except the
lien for personal property taxes, if any, not yet delinquent by non-payment. Buyer hereby
acknowledges and agrees that Buyer and its representatives have been afforded the opportunity
to make such inspections of the Personal Property and matters related thereto as they desire.
Buyer acknowledges that notwithstanding any prior or contemporaneous oral or written
representations, statements, documents or understandings, Seller has not made and does not
make any representations or warranties of any kind whatsoever, either express or implied, with
respect to the Personal Property or any such related matters and the Personal Property or any
such related matters and the Personal Property is sold to Buyer in an "AS IS" condition.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of
______________, 20____.
SELLER:

PORT OF SEATTLE