AN ORDINANCE relating to the City Light Department; declaring the former Sunnydale Substation (PMA 609) located at 15002 8th Avenue South in Burien, Washington, to be surplus to The City of Seattle's needs; authorizing its sale to the Port of Seattle; authorizing the Superintendent of the City Light Department to execute a Purchase and Sale Agreement and other documents in connection therewith; and ratifying and confirming certain prior acts.

WHEREAS, certain real property commonly known as the former Sunnydale Substation has been de-energized and is excess to the needs of the City Light Department; and

WHEREAS, no other City department wishes to acquire the former Sunnydale Substation and the Port of Seattle wishes to purchase the property for use as part of the Sea-Tac Airport buffer area; and

WHEREAS, the fair market value of the former Sunnydale Substation, as determined by an independent appraisal and adjusted for the mutually agreed upon value of environmental offsets, is $178,212; and

WHEREAS, it has been recommended by Seattle City Light and the Department of Finance and Administrative Services (formerly the Fleets and Facilities Department), with concurrence from the City's Real Estate Oversight Committee, that it is in the best interest of the City to sell the former Sunnydale Substation to the Port of Seattle; 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 following described real property in King County, Washington:

The east 70.00 feet of the north 110.00 feet of the west half of the southwest quarter of the southwest quarter of the northeast quarter of Section 20, Township 23 North, Range 4 East, W.M., in King County, Washington, and the north 20.00 feet of that portion of the west half of the southwest quarter of the southwest quarter of the northeast quarter of said Section, lying west of the west line of the east 70.00 feet of said subdivision; EXCEPT the west 30.00 feet thereof deeded to King County, Washington for road.

commonly known as former Sunnydale Substation, located at 15002 8th Avenue South in Burien, Washington, is hereby found and declared to be no longer required for providing municipal utility services and is hereby declared surplus to the City's needs.

Section 2. As requested by the Superintendent of the City Light Department ("Superintendent") and recommended by the Mayor in the attachments hereto, the Superintendent or his designee is authorized to sell the former Sunnydale Substation to the Port of Seattle, in consideration of the payment of $178,212, in accordance with the terms and conditions set forth in the Agreement for the Purchase and Sale of Real Estate, Former Sunnydale Substation, attached hereto as "Exhibit A." The Superintendent or his designee is further authorized to execute and deliver, for and on behalf of The City of Seattle, a Bargain and Sale Deed, substantially in the form attached hereto as "Exhibit B," pursuant to which the former Sunnydale Substation will be conveyed to the purchaser, and such other documents as the Superintendent or his designee deems necessary or desirable to effectuate the conveyance authorized herein.

Section 3. Proceeds from the sale authorized herein shall be deposited into the City Light Fund.

Section 4. Any act consistent with the authority of this ordinance taken after passage of this ordinance and prior to its effective date is hereby ratified and confirmed.

Section 5. 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 the City Council the ____ day of ________________________, 2011, and signed by me in open session in authentication of its passage this

_____ day of ___________________, 2011.

_________________________________

President __________of the City Council

Approved by me this ____ day of _____________________, 2011.

_________________________________

Michael McGinn, Mayor

Filed by me this ____ day of __________________________, 2011.

____________________________________

City Clerk

(Seal)

Dave Barber SCL Sunnydale Sub Sale ORD March 14, 2011 Version #5

Exhibit A: Agreement for Purchase and Sale of Real Estate, Former Sunnydale Substation

Exhibit A

AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE

FORMER SUNNYDALE SUBSTATION

This Agreement for the Purchase and Sale of Real Estate (the "Agreement") is entered into this ______ day of _______________, 2011 (the "Agreement Date") by and between THE CITY OF SEATTLE, a municipal corporation of the State of Washington, acting through its CITY LIGHT DEPARTMENT (the "City") and THE PORT OF SEATTLE, a municipal corporation of the State of Washington (the "Buyer"). The City and the Buyer are referred to collectively as the "Parties."

WHEREAS, the City desires to sell the Former Sunnydale Substation, located at 15002 8th Avenue South in Burien, Washington, and legally defined in Section 1 (the "Property");

WHEREAS, the Buyer desires to purchase the Property at its fair market value;

NOW, THEREFORE, in consideration of the respective agreements set forth below, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the Buyer agree as follows:

1. Property. The City hereby agrees to sell and convey, and Buyer agrees to purchase, subject to the terms and conditions set forth below, the real property at 15002 8th Avenue South in Burien, located in the County of King, State of Washington (King County Tax Parcel # 202304-9013) including any and all mineral, water, timber and other surface and subsurface rights, permits, hereditaments, easements, and incidents that may exist, and any appurtenances belonging thereto, described as follows:

The east 70.00 feet of the north 110.00 feet of the west half of the southwest quarter of the southwest quarter of the northeast quarter of Section 20, Township 23 North, Range 4 East, W.M., in King County, Washington, and the north 20.00 feet of that portion of the west half of the southwest quarter of the southwest quarter of the northeast quarter of said Section, lying west of the west line of the east 70.00 feet of said subdivision; EXCEPT the west 30.00 feet thereof deeded to King County, Washington for road.

2. Purchase Price. As consideration for purchase of the Property, Buyer shall pay One Hundred Seventy Eight Thousand Two Hundred Twelve and 00/100 Dollars ($178,212.00), the fair market value of the Property as determined by appraisal, adjusted for half the estimated cost of soil remediation on the Property (the "Net Purchase Price"), payable in cash at closing.

3. Earnest Money. No earnest money will be required by the City of the Buyer.

4. Conveyance by Bargain and Sale Deed. At closing, fee title to the Property shall be conveyed to the Buyer by Bargain and Sale Deed, in the form as attached as Exhibit A to this Agreement.

5. Closing Date. Closing shall be held at the offices of the City of Seattle, as indicated in Section 15 herein, not less than forty (40) days following passage by the City Council of an ordinance authorizing and approving this Agreement, and not later than May 31, 2011 (the "Closing Date"), unless modified by mutual consent of the Parties.

6. Taxes. The Parties agree that all taxes, assessments and encumbrances that will be a lien against the Property at closing, including all deferred taxes, whether or not a lien, and any other charges that could be imposed on the Property in the future by recapture or otherwise as a result of any classification of the Property for assessment purposes existing prior to closing, open space tax, interest, and penalties, whether or not those charges would constitute a lien against the Property at closing, shall be satisfied of record by the City at or before closing.

7. General Indemnification. Buyer shall indemnify, defend and hold harmless the City from and against any and all loss, claims, demands, causes of action, liability, liens and encumbrances, costs and expenses, including all out-of-pocket litigation costs and the reasonable fees and expense of counsel related to or arising from any act or omission of the Buyer with respect to the Property on or before closing.

The City shall notify the Buyer in writing of the nature of any claim for indemnification. Any defense of a matter giving rise to the claim for indemnification shall be conducted by counsel chosen by the Buyer and reasonably satisfactory to the City.

This indemnity shall survive any termination of this Agreement.

8. Environmental Release and Indemnification. Buyer acknowledges that adverse physical, economic or other conditions (including without limitation, adverse environmental soils and ground-water conditions), either latent or patent, may exist on the Property, and Buyer assumes the City's responsibility for all environmental conditions of the Property, known or unknown and arising before or after closing, including but not limited to responsibility, if any, for investigation, removal or remediation actions relating to the presence, release or threatened release of any Hazardous Substance or other environmental contamination relating to the Property. Buyer also releases and shall indemnify, defend, and hold the City and its past, present and future officials, employees, and agents, harmless from and against any and all claims, demands, penalties, fees, damages, losses, expenses (including but not limited to regulatory agencies, attorneys, contractors and consultants' fees and costs), and liabilities arising out of, or in any way connected with, the condition of the Property, including but not limited to any alleged or actual past, present, or future presence, or release or threatened release, of any Hazardous Substance in, on, under or emanating from the Property, or any portion thereof or improvement thereon, from any cause whatsoever; it being intended that Buyer shall so indemnify Seller and such personnel without regard to any fault or responsibility of Seller or Buyer.

For purposes of this Section 8, the term "Hazardous Substance" shall mean petroleum products and compounds containing them; flammable materials; radioactive materials; polychlorinated biphenyls ("PCBs") and compounds containing them; asbestos or asbestos-containing materials in any friable form; underground or above-ground storage tanks; or any substance or material that is now or hereafter becomes regulated under any federal, state, or local statute, ordinance, rule, regulation, or other law relating to environmental protection, contamination or cleanup.

Buyer's release and indemnification shall include both claims by Buyer against the City and cross-claims against the City by Buyer based upon claims made against Buyer by any and all third parties.

The obligation to indemnify and defend shall include, but not be limited to, any liability of the City to any and all federal, state or local regulatory agencies or other persons or entities for remedial action costs and natural resources damages claims. The obligation to complete all environmental investigation, removal or remediation of the Property and the acknowledgement, release and indemnification touch and concern the Property, restrict the use of the Property, constitute an assessment against the Property and are intended to run with the land and bind Buyer and Buyer's heirs, successors and assigns, and inure to the benefit of the City and its successors and assigns. This release and indemnification means that Buyer accepts the Property "as-is, where-is and with-allfaults," and that Buyer assumes all responsibility of the City to investigate, remove and remediate any environmental conditions on the Property and has no recourse against the City or any of its officers, employees or agents for any claim or liability with respect to the Property.

The City shall have the right to defend itself and seek from Buyer recovery of any damages, liabilities, settlement awards and defense costs and expenses incurred by Seller if Buyer does not accept unconditionally the City's tender to Buyer of the duty to investigate, remove and/or remediate environmental conditions on the Property and/or defend and indemnify the City against any such claim, suit, demand, penalty, fee, damages, losses, cost or expense.

Buyer's obligations under this Section 8 shall apply regardless of whether or not Buyer is culpable, negligent or in violation of any law, ordinance, rule or regulation. The provisions of this Section 8 are not intended, nor shall they, release, discharge or affect any rights or causes of action that the City or Buyer may have against any other person or entity, except as otherwise expressly stated herein, and each of the Parties reserves all such rights.

Buyer's obligations under this Section 8 shall be included as a "COVENANT REGARDING ENVIRONMENTAL CONDITIONS" in the Bargain and Sale Deed attached to this Agreement as Exhibit A.

9. Preservation of Property, Risk of Loss. The City agrees that the Property shall remain as it is on the Agreement Date until closing. The City shall deliver possession of the Property to Buyer at closing.

10. Costs and Fees. Buyer shall pay any and all costs associated with the closing of this transaction and any costs for recording the Bargain and Sale Deed.

11. Contingencies to Closing.

A. Buyer's obligation to close as provided herein shall be subject to satisfaction of the following contingencies:

1. Legal documents shall be reasonably acceptable to Buyer, and

2. The City shall be in full compliance with this Agreement and;

3. The Port of Seattle Commission has authorized the purchase of the Property.

B. The City's obligation to close as provided herein shall be subject to satisfaction of the following contingencies:

1. Legal documents shall be in a form reasonably acceptable to the City,

2. The Buyer shall be in full compliance with this Agreement, and

3. An ordinance of the City authorizing conveyance of the Property shall be in effect, as provided in Section 15 of this Agreement.

12. Failure to Close.

A. In the event the City fails, without legal excuse, to complete the sale of the Property, Buyer's sole recourse against the City shall be the remedy of specific performance of the City's obligations under this Agreement.

B. In the event the Port fails, without legal excuse, to complete the purchase of the Property, the City's sole recourse against the Port shall be the remedy of specific performance of the Port's obligations under this Agreement.

C. If, prior to the date set for closing, this Agreement is terminated in accordance with its terms, neither Party shall have any liability to the other Party, except as provided in Section 12.

13. Binding Upon Successors, Assignment. The Buyer may NOT assign its interest in this Agreement, or in any of the documents described herein, to any party, without the City's prior written consent. The terms and conditions of this Agreement shall apply to and bind the executors, administrators, successors and assigns of the City.

14. Notices. Any notices, demands or other communications required or permitted to be given hereunder shall be given in writing and shall be delivered (i) in person, against receipt, (ii) by certified mail, postage prepaid, return receipt requested, or (iii) by US Express Mail or a commercial overnight courier that guarantees delivery within the next two business days. Such notices shall be addressed as follows:

TO BUYER:

Port of Seattle

2711 Alaskan Way

P.O. Box 1209

Seattle, WA 98111

TO THE CITY OF SEATTLE:

Seattle City Light

Real Estate Services

700 5th Avenue, Suite 3012

P.O. Box 34023

Seattle, WA 98124-4023

Notice of change of address shall be effective only when done in accordance with this paragraph. All notices complying with this paragraph shall be effective only upon delivery, except that the notice of waiver of conditions precedent set forth in Paragraph 6 above shall be effective upon the date shown postmarked on the envelope in which such notice is sent.

15. Council Approval Contingency. In the event that an ordinance of the City of Seattle authorizing and approving this Agreement has not been passed and become effective by May 13, 2011, this Agreement shall terminate, and except as provided in Section 12, neither Party shall have any further obligation to the other.

16. Port Commission Approval Contingency. In the event that the Port Commission does not authorize the purchase of the Property by May 13, 2011, this Agreement shall terminate, and except as provided in Section 12, neither Party shall have any further obligation to the other.

16. Miscellaneous.

A. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement which shall be binding on all of the Parties, notwithstanding that all of the Parties are not signatory to the original or the same counterpart.

B. If any provision of this Agreement is held invalid, the other provisions shall not be affected thereby.

C. This Agreement represents the entire agreement of the Parties and may not be amended except by a written amendment signed by each party hereto.

D. Each party to this Agreement warrants to the other that it is duly organized and existing and that it and the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents.

E. Each Party shall execute and deliver or cause to be executed and delivered all instruments reasonably required to convey the Property to Buyer and to vest in each party all rights, interests and benefits intended to be conferred by this Agreement.

F. This Agreement shall be governed by the laws of the State of Washington.

G. In the event of a dispute, the prevailing Party shall be entitled to payment of its reasonable attorney's fees and costs in negotiating, resolving, arbitrating, or litigating the dispute.

IN WITNESS WHEREOF, the City and the Buyer have executed this Agreement as of the Agreement Date.

BUYER SELLER

THE PORT OF SEATTLE THE CITY OF SEATTLE

SEATTLE CITY LIGHT

By: ______________________________ By: ______________________________

Name: ____________________________ Name: ____________________________

Title: _____________________________ Title: _____________________________

(ACKNOWLEDGMENT)

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

I certify that I know or have satisfactory evidence that _________________________________ signed this instrument, on oath stated that _____ was authorized to execute this instrument, and acknowledged it as the ______________________________ of the Port of Seattle, a municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Date _______________________

_____________________________________

Printed Name _________________________

Notary Public in and for the State of WA

Residing at____________________________

My commission expires __________________

Notary Seal

(ACKNOWLEDGMENT)

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

I certify that I know or have satisfactory evidence that __________________________________ signed this instrument, on oath stated that _______was authorized to execute this instrument, and acknowledged it as the ___________________________________ of the City Light Department of the City of Seattle, a municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Date _______________________

_____________________________________ _

Printed Name __________________________

Notary Public in and for the State of WA

Residing at____________________________

My commission expires __________________

Notary Seal

Dave Barber SCL Sunnydale Sub Sale EXH A March 14, 2011 Version #3

Exhibit B: Bargain and Sale Deed

Exhibit B

FORM OF BARGAIN AND SALE DEED

Return Address

________________________

________________________

________________________

________________________

Document Title(s) (or transactions contained therein):

1. Bargain and Sale Deed

Reference Number(s) of Documents assigned or released: N/A

(on page of documents(s))

Grantor(s) (Last name first, then first name and initials):

1. CITY OF SEATTLE

2. Additional names on page of document.

Grantee(s) (Last name first, then first name and initials):

1. THE PORT OF SEATTLE

2. Additional names on page of document.

Legal description (abbreviated: i.e. lot, block, plat or section, township, range)

________________________

X Full legal is on pages of document.

Assessor's Property Tax Parcel/Account Number

#202304-9013____

BARGAIN AND SALE DEED

Grantor, CITY OF SEATTLE, a municipal corporation of the State of Washington, acting by and through its CITY LIGHT DEPARTMENT, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, receipt and sufficiency of which are acknowledged, bargains, sells, and conveys to THE PORT OF SEATTLE, a municipal corporation of the State of Washington ("Grantee"), the real estate, situated in King County, Washington described as follows:

The east 70.00 feet of the north 110.00 feet of the west half of the southwest quarter of the southwest quarter of the northeast quarter of Section 20, Township 23 North, Range 4 East, W.M. in King County, Washington, and the north 20 feet of that portion of the west half of the southwest quarter of the southwest quarter of the northeast quarter of said Section, lying west of the west line of the east 70.00 feet of said subdivision; EXCEPT the west 30.00 feet thereof deeded to King County, Washington for road.

COVENANT REGARDING ENVIRONMENTAL CONDITIONS

The Property described herein is conveyed AS-IS, WHEREIS, WITH-ALL-FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO ITS CONDITION, ENVIRONMENTAL OR OTHERWISE, OR ITS SUITABILITY OR SUFFICIENCY FOR THE GRANTEE'S INTENDED USES AND PURPOSES. Grantee acknowledges that adverse physical, economic or other conditions (including without limitation, adverse environmental soils and ground-water conditions), either latent or patent, may exist on the Property and assumes Grantor's responsibility for all environmental conditions of the Property, known or unknown, including but not limited to responsibility, if any, for investigation, removal or remediation actions relating to the presence, release or threatened release of any Hazardous Substance or other environmental contamination relating to the Property. Grantee also releases and shall indemnify, defend, and hold Grantor and its past, present and future officials, employees, and agents, harmless from and against any and all claims, demands, penalties, fees, damages, losses, expenses (including but not limited to regulatory agencies, attorneys, contractors and consultants' fees and costs), and liabilities arising out of, or in any way connected with, the condition of the Property including but not limited to any alleged or actual past, present or future presence, release or threatened release of any Hazardous Substance in, on, under or emanating from the Property, or any portion thereof or improvement thereon, from any cause whatsoever; it being intended that Grantee shall so indemnify Grantor and such personnel without regard to any fault or responsibility of Grantor or Grantee. The obligation to complete all environmental investigation, removal or remediation of the Property and the acknowledgement, release and indemnification touch and concern the Property, restrict the use of the Property, constitute an assessment against the Property and are intended to run with the land and bind Grantee and Grantee's heirs, successors and assigns, and inure to the benefit of Grantor and its successors and assigns.

For purposes of this COVENANT, the term "Hazardous Substance" shall mean petroleum products and compounds containing them; flammable materials; radioactive materials; polychlorinated biphenyls ("PCBs") and compounds containing them; asbestos or asbestos-containing materials in any friable form; underground or above-ground storage tanks; or any substance or material that is now or hereafter becomes regulated under any federal, state, or local statute, ordinance, rule, regulation, or other law relating to environmental protection, contamination or cleanup.

Grantee's release shall include both claims by Grantee against Grantor and cross-claims against Grantor by Grantee based upon claims made against Grantee by any and all third parties. The obligation to indemnify and defend shall include, but not be limited to, any liability of Grantor to any and all federal, state or local regulatory agencies or other persons or entities for remedial action costs and natural resources damages claims. The obligation to complete all environmental investigation, removal or remediation of the Property and the acknowledgement, release and indemnification touch and concern the Property, restrict the use of the Property, constitute an assessment against the Property and are intended to run with the land and bind Grantee and Grantee's heirs, successors and assigns, and inure to the benefit of Grantor and its successors and assigns. This release means that Grantee accepts the Property "as-is, where-is and with-all-faults," and that Grantee assumes all responsibility of Grantor to investigate, remove and remediate any environmental conditions on the Property and has no recourse against Grantor or any of its officers, employees or agents for any claim or liability with respect to the Property.

Grantor shall have the right to defend itself and seek from Grantee recovery of any damages, liabilities, settlement awards and defense costs and expenses incurred by Grantor if Grantee does not accept unconditionally Grantor's tender to Grantee of the duty to investigate, remove and/or remediate environmental conditions on the Property and/or defend and indemnify Grantor against any such claim, suit, demand, penalty, fee, damages, losses, cost or expense. This Covenant shall apply regardless of whether or not Grantee is culpable, negligent or in violation of any law, ordinance, rule or regulation. This Covenant is not intended, nor shall it, release, discharge or affect any rights or causes of action that Grantor or Grantee may have against any other person or entity, except as otherwise expressly stated herein, and each of the parties reserves all such rights including, but not limited to, claims for contribution or cost recovery relating to any Hazardous Substance in, on, under or emanating from the Property.

Executed this _____day of _______________ 2011, pursuant to Ordinance _______________ of The City of Seattle.

THE CITY OF SEATTLE

SEATTLE CITY LIGHT

By: ___

Print Name: _______________________

Print Title: ________________________

APPROVED AS TO FORM AND

ACCEPTED BY PURCHASER

The undersigned Grantee(s)/Purchaser(s) herein, does/do hereby approve this Quit Claim Deed as to form and acknowledge and accept all of the terms, conditions and provisions of the Covenant Regarding Environmental Conditions contained herein.

By: _______

Print Name: _______________________

Title: _____________________________

Date: ____________________________

Grantor expressly limits the covenants of this Deed to those expressed herein and excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under Grantor and not otherwise, Grantor will forever warrant and defend the real property described herein.

DATED ________________________, 2011.

THE CITY OF SEATTLE

SEATTLE CITY LIGHT

By: Print Name: Title:

(ACKNOWLEDGMENT)

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

I certify that I know or have satisfactory evidence that ____________________________ signed this instrument, on oath stated that _____ was authorized to execute this instrument, and acknowledged it as the ______________________________ of the Port of Seattle, a municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Date_______________________

_________________________________ ____

Printed Name _________________________

Notary Public in and for the State of WA

Residing at____________________________

My commission expires __________________

Notary Seal

(ACKNOWLEDGMENT)

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

I certify that I know or have satisfactory evidence that ___________________________ signed this instrument, on oath stated that _______was authorized to execute this instrument, and acknowledged it as the _____________________________ of the City Light Department of the City of Seattle, a municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Date_______________________

_________________________________ _____

Printed Name __________________________

Notary Public in and for the State of WA

Residing at____________________________

My commission expires __________________

Notary Seal

Dave Barber SCL Sunnydale Sub Sale EXH B March 14, 2011 Version #3