ORDINANCE _________________

AN ORDINANCE relating to the SR 520, I-5 to Medina: Bridge Replacement and HOV Project; authorizing the amendment of certain agreements with the Washington State Department of Transportation and the University of Washington.

WHEREAS, by Ordinance 124138 (March 2013) and Ordinance 124323 (October 2013), the City Council authorized the execution of certain agreements to exchange City property at the Washington Park Arboretum that the Washington State Department of Transportation ("WSDOT") needs for its for its SR 520 Project for other property in the City's University District that will be developed as a park; and

WHEREAS, the Arboretum property was developed with federal grant funds that make it subject to Section 6(f) of the Land and Water Conservation Fund Act, 16 U.S.C. section 460l-8 ("Section 6(f)"); and

WHEREAS, under Section 6(f), the National Park Service ("NPS") must approve the replacement of the Arboretum property and such approval is presently a condition to performance under the agreements; and

WHEREAS, the timeframe for NPS action is such if the parties must await NPS approval, WSDOT will be unable to comply with its project schedule; and

WHEREAS, the parties wish to amend the agreements to remove the condition of NPS approval; and

WHEREAS, NPS retains the authority to determine whether the property transactions fully satisfy the requirements of Section 6(f); NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. As requested by the Superintendent of Parks and Recreation ("Superintendent") and recommended by the Mayor, the Superintendent or his designee is hereby authorized to execute, deliver, and perform, for and on behalf of The City of Seattle, the following amendments, substantially in the form of the agreements attached hereto and identified as:

Attachment 1 -Amendment No. 1 to GCB 1294, Memorandum of Agreement between

Washington State Department of Transportation, University of Washington and City of Seattle Regarding Section 6(f) of the Land and Water Conservation Fund Act for the SR 520, I-5 to Medina Project.

Attachment 2 -Amendment No. 1 to GCB 1291, Interagency Agreement for Real Estate Transactions among Washington State Department of Transportation, University of Washington, and City of Seattle Regarding the Acquisition of Section 6(f) Converted Property and Designation of Section 6(f) Replacement Property, Bryant Building Site; SR 520, I-5 to Medina: Bridge Replacement and HOV Project.

Attachment 3 -Amendment No. 1 to GCB 1279, Bryant Project Development Agreement.

Section 2. This ordinance shall take effect and be in force 30 days after its approval by the Mayor, but if not approved and returned by the Mayor within ten days after presentation, it shall take effect as provided by Seattle Municipal Code Section 1.04.020.

Passed by a three-fourths vote of all the members of the City Council the ____ day of ________________________, 2013, and signed by me in open session in authentication of its passage this _____ day of ___________________, 2013.

_________________________________

President __________of the City Council

Approved by me this ____ day of _____________________, 201.

_________________________________

Michael McGinn, Mayor

Filed by me this ____ day of __________________________, 2013.

____________________________________

Monica Martinez Simmons, City Clerk

(Seal)

Washington State Department of Transportation, University of Washington and City of Seattle Regarding Section 6(f) of the Land and Water Conservation Fund Act for the SR 520, I-5 to Medina Project.

Attachment 1 Amendment No. 1 to GCB 1294, Memorandum of Agreement between

GCB 1294, AMENDMENT NO. 1

MEMORANDUM OF AGREEMENT

BETWEEN

WASHINGTON STATE DEPARTMENT OF TRANSPORTATION,

UNIVERSITY OF WASHINGTON AND CITY OF SEATTLE

REGARDING SECTION 6(F) OF THE LAND AND WATER CONSERVATION FUND ACT

FOR THE SR 520, I-5 TO MEDINA PROJECT

This AMENDMENT No. 1 is made and entered into by and among the Washington State Department of Transportation (WSDOT), the City of Seattle, acting by and through its Superintendent of Parks and Recreation (CITY), and the University of Washington (UW), collectively, the "PARTIES," and each, individually, a "PARTY."

WHEREAS, the PARTIES entered into the original Memorandum of Agreement ("MOA"), GCB 1294 on August 19, 2013, for the purposes stated therein; and

WHEREAS, the PARTIES wish to amend the MOA to reflect an alternate approach whereby the transactions described in the MOA are not contingent upon action by the National Park Service (NPS);

NOW, THEREFORE, pursuant to RCW 47.28.140 and in consideration of the terms, conditions, covenants, and performances contained herein, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Section 3.3.1 is amended as follows:

"The UW and CITY agree to the designation of the Bryant Site as Section 6(f) Replacement Property and have submitted to RCO their request for NPS approval of said designation under Section 6(f)."

2. All other terms and conditions of the Agreement shall remain in full force and effect, and shall control unless specifically modified by this AMENDMENT NO. 1.

IN WITNESS WHEREOF, the PARTIES hereto have executed this AMENDMENT NO. 1 as of the latest date written below.

WSDOT

By ____________________________________ Date:__________

Julie Meredith, P.E.

SR 520 Program Director

Approved as to Form By __________________________ Date:__________

Deborah L. Cade,

Assistant Attorney General

UNIVERSITY OF WASHINGTON

By ____________________________________ Date:__________

Jeanette Henderson

Director of Real Estate

Approved as to Form By __________________________ Date:__________

Terese (T.C.) Richmond,

Special Assistant Attorney General

CITY OF SEATTLE

By ____________________________________ Date:__________

Christopher Williams

Acting Superintendent, Department of Parks and Recreation

Terry Dunning GCB 1294 Amendment 1 DPR Amended 6f Agreements ORD ATT 1 November 5, 2013 Version #2

Attachment 2 -Amendment No. 1 to GCB 1291, Interagency Agreement for Real Estate Transactions among Washington State Department of Transportation, University of Washington, and City of Seattle Regarding the Acquisition of Section 6(f) Converted Property and Designation of Section 6(f) Replacement Property, Bryant Building Site; SR 520, I-5 to Medina: Bridge Replacement and HOV Project.

GCB 1291, AMENDMENT NO. 1

INTERAGENCY AGREEMENT FOR REAL ESTATE TRANSACTIONS

AMONG

WASHINGTON STATE DEPARTMENT OF TRANSPORTATION,

UNIVERSITY OF WASHINGTON, AND CITY OF SEATTLE

REGARDING THE ACQUISITION OF SECTION 6(F) CONVERTED PROPERTY

AND DESIGNATION OF SECTION 6(F) REPLACEMENT PROPERTY

BRYANT BUILDING SITE

SR 520, I-5 TO MEDINA: BRIDGE REPLACEMENT AND HOV PROJECT

This AMENDMENT No. 1 is made and entered into by and among the STATE OF WASHINGTON, DEPARTMENT OF TRANSPORTATION ("WSDOT"), the UNIVERSITY OF WASHINGTON ("UW"), and the CITY OF SEATTLE, acting by and through its Superintendent of Parks and Recreation ("the CITY"), collectively referred to as the "Parties" and each, individually, referred to as a "Party."

WHEREAS, the PARTIES entered into the original Agreement ("Agreement"), GCB 1291 on August 19, 2013, for the purposes stated therein; and

WHEREAS, the PARTIES wish to amend the Agreement to reflect an alternate approach whereby the transactions described in the Agreement are not contingent upon action by the National Park Service (NPS);

NOW, THEREFORE, by virtue of RCW 39.34 and in consideration of the terms, conditions, covenants, and performances contained herein, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Section 4.1.1 is deleted.

2. Section 4.1.4 is amended as follows:

"Execution by the Parties of the Bryant Project Development Agreement, and payment by WSDOT to the CITY of all amounts for development and Remedial Action that are stipulated therein to be paid on the Closing Date."

3. Section 5.1.1 is amended as follows:

"Upon satisfaction of all the contingencies listed in Section 4, the Parties shall set a date for the closing of the transactions described in Section 2.1 above, hereinafter referred to as the "Closing Date," that is more than one but less than 50 days after the date upon which the last contingency is satisfied."

4. Section 5.2.1 is amended as follows:

"On the Closing Date, WSDOT shall pay the UW Cash Consideration to UW and the CITY Cash Consideration to the CITY."

5. All other terms and conditions of the Agreement shall remain in full force and effect, and shall control unless specifically modified by this AMENDMENT NO. 1.

IN WITNESS WHEREOF, the Parties hereto have executed this AMENDMENT NO. 1 as of the latest date written below.

WASHINGTON STATE DEPARTMENT OF TRANSPORTATION

By ____________________________________ Date:__________

Julie Meredith, P.E.

SR 520 Program Director

By:____________________________________ Date: __________

James M. Salter

Acquisition Program Manager

Approved as to Form

By ____________________________________ Date:__________

Amanda Phily

Assistant Attorney General

UNIVERSITY OF WASHINGTON

By ____________________________________ Date:__________

Jeanette L. Henderson

Director of Real Estate

Approved as to Form

By ___________________________________ Date:__________

Susan A. Shyne

Special Assistant Attorney General

CITY OF SEATTLE

By ____________________________________ Date:__________

Christopher Williams

Acting Superintendent, Department of Parks and Recreation

Terry Dunning GCB 1291 Amendment 1 DPR Amended 6f Agreements ORD ATT 2 November 5, 2013 Version #2

Attachment 3 -Amendment No. 1 to GCB 1279, Bryant Project Development Agreement.

GCB 1279, AMENDMENT NO. 1

BRYANT PROJECT DEVELOPMENT AGREEMENT

This AMENDMENT No. 1 is made and entered into by and among the Washington State Department of Transportation ("WSDOT"), the City of Seattle, ("CITY") acting through its Department of Parks and Recreation ("PARKS"), and the University of Washington ("UW"), collectively, the "PARTIES," and each, individually, a "PARTY."

WHEREAS, the PARTIES entered into the original Development Agreement ("Development Agreement"), GCB 1279 on August 19, 2013, for the purposes stated therein; and

WHEREAS, the PARTIES wish to amend the Development Agreement to reflect an alternate approach whereby the transactions described in the Development Agreement are not contingent upon action by the National Park Service (NPS);

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which consideration is unconditionally acknowledged by the PARTIES, the PARTIES adopt and agree to the RECITALS set forth above, and agree:

1. Section 2. The second sentence of Section 2 is amended as follows:

"PARKS shall not be required to begin performance under this Development Agreement unless and until (a) WSDOT has paid PARKS the sum described in Section 3.G, below; and (b) the Bryant Site has been conveyed to the CITY by the UW."

2. Section 3. The second sentence of paragraph 3.G. is amended as follows:

"Payment by WSDOT will be made to PARKS under the terms of the Interagency Agreement for Real Estate Transactions, GCB 1291."

3. All other terms and conditions of the Development Agreement shall remain in full force and effect, and shall control unless specifically modified by this AMENDMENT NO. 1.

IN WITNESS WHEREOF, the PARTIES hereto have executed this AMENDMENT NO. 1 as of the latest date written below.

Terry Dunning GCB 1279 Amendment 1 DPR Amended 6f Agreements ORD ATT 3 November 5, 2013 Version #2

Terry Dunning DPR Amended 6f Agreements ORD November 5, 2013 Version #2