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HomeMy WebLinkAboutACQ1996-101 - Original - Trustee of the Kenneth G. Kirby Revocable Trust - PSA for Parcel #3422059052 - 04/27/1996 REAL ESTATE PURCHASE AND SALE AGREEMENT KENNETH G. KIRBY, TRUSTEE OF THE KENNETH G. KIRBY REVOCABLE TRUST DATED AUGUST 15, 1967 (hereinafter referred to as "Seller"), hereby agree to sell: and the CITY OF KENT, a Washington municipal corporation (hereinafter referred to as "Purchaser"), hereby agrees to purchase , all in accordance with the following terms, provisions, and conditions, that certain real property located in City of Kent, King County Washington. Said real property is hereinafter referred to as "Real Property" and is legally described on Exhibit A attached hereto, and is located as shown on Exhibit B. 1. Earnest Money. Purchaser hereby deposits with Accountable Escrow Two Thousand and no/100's dollars ($2,000.00) in the form of a City of Kent Purchase Order (the "Earnest Money"); provided however, that Purchaser shall deposit an additional Twenty-Three Thousand and no/100's (23,000.00) earnest money in the form of a City of Kent Purchase Order, with Accountable Escrow upon removal of Purchase feasibility contingency described in Paragraph 6 below. 2. Purchase Price. The purchase price for the Real Property is Four Hundred Thousand and no/00's ($400,000.00). 3. Payment of Purchase Price. The purchase price shall be paid all cash at Closing; including the Earnest Money Purchase Order previously held in Accountable Escrow. 4, Conveyance and Condition of Title. The title to the Real Property shall be conveyed by Seller to Purchaser at closing by Statutory Warranty Deed, free and clear of all liens, encumbrances or defects except those described in Paragraph 5 below. 5. Title Insurance. At Closing, Seller shall cause Stewart Title Insurance Company to issue a standard form owner's policy of title insurance to Purchaser in an amount equal to the total purchase price of the Real Property, and insuring the Real Property be discharged by Seller shall be paid from Seller's funds at Closing. For purposes of this Agreement, the following shall not be deemed encumbrances or defects: rights reserved and federal patents or state deeds; building use restrictions consistent with current zoning, other than government platting and subdivision requirements; utility easements; and other easements not consistent with Purchaser's intended use; and, reserved oil/or mineral rights. 6. Feasibility Contingency. Purchaser's obligations under this Agreement Real Estate Purchase/Kirby Page 1 t are contingent and conditioned upon acceptance of all terms contained herein by the Kent City Council. Purchaser's feasibility study. In this regard, Purchaser shall have until sixty (60) days from the date of mutual acceptance of this Agreement to determine, in Purchaser's sole and absolute discretion, if the Real Property is feasible for investment and/or development by Purchaser. If Purchaser fails to notify Seller of its approval of the Real Property, in writing, on or before the expiration of the feasibility period, then this Agreement shall be terminated, and neither Purchaser nor Seller shall have any further rights, duties or obligations hereunder, except that the Earnest Money held in Accountable Escrow, by Purchaser to Seller shall be immediately returned to Purchaser. Purchaser agrees to return the Real Property to its original state (i.e., fill all boring holed, etc.). Purchaser's feasibility study may include (but is not limited to) soil studies, utilities availability and capacity, access availability, zoning, preliminary architectural and engineering studies, marketing feasibility. Purchaser agrees to conduct its feasibility study at its sole cost and expense; and if Purchaser does not remove the feasibility contingency on or before the expiration of the feasibility period, then Purchaser also agrees, if requested by Seller, to deliver to Seller copies of all information and documentation obtained by Purchaser in connection with its feasibility study. If Purchaser does remove its Feasibility Contingency within the 60-day feasibility period, then Purchaser shall pay an additional $23,000.00 in the form of a City of Kent Purchase Order described in Paragraph 1 above. 7. Closing of Sale. The sale shall be closed at the offices of Accountable Escrow, 1048 W. James, Suite 102, Kent, Washington (hereinafter referred to as "Closing Agent") on or before August 1, 1996. 8. Closing Costs. 8.1 Seller shall pay: The premium for a standard form coverage policy of title insurance in the amount of the Purchase Price; State of Washington real estate excise taxes, and one-half (1/2) of the escrow fees. 8.2 Purchaser shall pay: one-half (1/2) of the escrow fees. 9. Prorations. Real Property taxes for the current year and assessments, if any, shall be prorated between Purchaser and Seller as of the date of Closing. 10. Possession. Purchaser shall be entitled to possession of the Real Page 2 Real Estate Purchase/Kirby Property on closing. 11. Representations and Warranties. Seller represents and warrants to Purchaser as follows: 11.1 Hazardous materials. To the best of Seller's knowledge (but with the understanding that Seller has not undertaken any special investigation including, but not limited to any environmental studies or reports), no hazardous or toxic waste or substance or other hazardous materials have been deposited or spilled on or under the Real Property or exist on or under the Real Property. For purposes of this Agreement "Hazardous Material" shall mean any material which is defined as hazardous or toxic waste or substance in any federal, stat or local statue, regulation, ordinance or law applicable to the Real Property, or which is otherwise publicly regulated for reasons of human health or the environment, including, without limitation, asbestos and petrochemicals. 11.2 Purchaser's Acceptance of Property. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, RELATING TO THE CONDITIONS OR ANY OTHER ASPECT OF THE REAL PROPERTY INCLUDING, BUT NOT LIMITED TO, BOUNDARY LINES, SIZE OR ZONING OF THE REAL PROPERTY, OR ITS SUITABILITY FOR DEVELOPMENT OR USE BY PURCHASER AS A CITY PARK. FURTHER, IT IS UNDERSTOOD AND ACKNOWLEDGED BY THE PARTIES HERETO THAT PURCHASER IS PURCHASING THE REAL PROPERTY "WHERE IS AND AS IS". 12. Miscellaneous. 12.1 Time is of the Essence. Time is of the essence of this Agreement. This Agreement shall be mutually accepted on or before May 7, 1996, or shall be null and void. In this regard, it is understood and agreed by Seller that Purchaser's obligations under this Agreement are contingent upon approval and acceptance of this Agreement by Kent City Council on or before May 7, 1996. 12.2 Incorporation by Reference. All of the exhibits, documents, and writings referred to in this Agreement are incorporated herein by this reference, and are made a part hereof as if set forth in full. 12.3 Non-Merger. The terms, conditions, and provisions of this Agreement shall not be deemed merged into the deed, and shall survive the Closing and continue in full force and effect. 12.4 Notices. All notices required or permitted to be given hereunder Real Estate PurchaselKirby Page 3 shall be in writing and shall be sent U.S. certified mail, return receipt requested, or by facsimile transmission addressed as set forth below: (i) All notices to be given to Purchaser shall be addressed as follows: Helen Wickstrom City of Kent 220 4th Avenue South Kent, WA 98032 All notices to be given to Seller shall be addressed as follows: Kenneth G. Kirby 1110 Wagon Wheel Road Lawrence, Kansas 66049-3538 (913) 841-3868 Either party hereto may, by written notice to the other, designate such other address for the giving of notices as being necessary. All notices shall be deemed given on the day such notice is personally served, or on date of the facsimile transmission, or on the third day following the day such notice is mailed in accordance with this paragraph. 12.5 Default. (i) Purchaser's Default. IF PURCHASER DEFAULTS HEREUNDER, SELLER'S SOLE REMEDY SHALL BE LIMITED TO DAMAGES AGAINST PURCHASER IN THE LIQUIDATED AMOUNT OF THE EARNEST MONEY PREVIOUSLY PAID THE PURCHASER. PURCHASER AND SELLER INTEND THAT SAID AMOUNT CONSTITUTES LIQUIDATED DAMAGES: AND SO AS TO AVOID OTHER COSTS AND EXPENSES TO EITHER PARTY IN CONNECTION WITH POTENTIAL LITIGATION ON ACCOUNT OF PURCHASER'S DEFAULT. PURCHASER AND SELLER BELIEVE SAID AMOUNT TO BE A FAIR ESTIMATE OF ACTUAL DAMAGES. (ii) Sellers Default. If Seller defaults hereunder, Purchaser shall have all the rights and remedies available at law or in equity. 12.6 Authoritx to Execute this Aareement. If the Purchaser or Seller is a corporation, partnership, trust, estate, or other entity, the person executing this Agreement on its behalf warrants his or her authority to do so, and to bind Purchaser and/or Seller and any other entities having authority or responsibility for Purchaser Real Estate Purchase/Kirby Page 4 and/or Seller. 12.7 Binding Effect and Survival. This Agreement shall be binding upon parties hereto and their respective heirs, successors and assigns; and the terms, conditions and provisions of this Agreement shall survive the closing of this transaction. 12.8 Date of Mutual Acceptance. For purposes of this Agreement, the date of mutual acceptance of this Agreement shall be the last date on which the parties to this Agreement (including Seller's shareholders) have executed this Agreement as indicated below. 12.9 Attorneys Fees and Costs. In the event of any conflict, claim or dispute between the parties hereto and arising out of or relating to the subject matter of this Agreement, whether or not such conflict, claim or dispute has its basis in law or in equity, the prevailing party shall be entitled to receive from the non-prevailing party(ies) all reasonable costs and expenses of every sort whatsoever including, but not limited to, arbitrators fees, mediation fees, deposition costs, expert witness fees, accounting expenses relating thereto, and actual attorneys fees incurred or expended whether or not arbitration or court proceedings are initiated, and including all such costs or expenses incurred or expended in arbitration, in trial, on appeal or in any bankruptcy or receivership proceedings. 12.10 Seller's Obligation Contingent on Closing of Sale of Adjacent Parcels of Real Property. Notwithstanding any other provisions to this Agreement to the contrary, Purchaser and Seller understand, acknowledge and agree that Seller's obligations to sell the Real Property pursuant to this Agreement are contingent and conditioned upon the closing of the sale to Purchaser of certain adjacent real properties identified as follows: (i) Armstrong Property: Owner: George C. and Katherine Armstrong Property Address: 14608 SE 288th Street, Kent Washington, 98042 Parcel No. 342205-9098-03; Q-S-T-R-: S.E. 34-22-05. (ii) Forner Property: Owner: Arnold E. and Elmira Forner Property Address: 14420 SE 288th Street, Kent Washington, 98042 Parcel No. 342205-9106-03; Q-S-T-R-: S.E. 34-22-05. Real Estate Purchase/Kirby Page 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. PURCHASER: SELLER: CITY OF KENT, a Washington Municipal KENNETH G. KIRBY, TRUSTEE OF Corporation: THE KENNETH G. KIRBY REVOCABLE TRUST DATED AUGUST 15, 1967. BY: Q KENNETH G. KIRBY Its: DATED:T 1996 DATED: 1996 Real Estate Purchase/Kirby Page 6 EXHIBIT "A" LEGAL DESCRIPTION (Kenneth G. Kirby) The west half of that portion of the southeast quarter of Section 34, Township 22 North, Range 5 East, W.M., lying east of the line parallel with and 30 feet east of the west boundary line of said southeast quarter of the southeast quarter; EXCEPT the north quarter; AND EXCEPT roads. Page 7 Real Estate Purchase/Kirby . L J 0 N N f � ti a .N b �I r�. y,W 0 , 1 � L; 391 > A V �1 � IA5 I T I C n li Rr� gnu� A'.•' � .SCc / _ — � STEW ART TITLE COMPANY OF VVASHI�GTON", INC. ,NORTH ...•� Tradition uj trceiience" \ 1 1t !l ,•.)t:.:�.�.:h. Li1i:\.�.":)l al� to 1 1PORT.�\T: ;his is not a �:at of S t:�VeV ,'c I-v r, zson of SOUTH indicated hereon •pith re:ennce to str thcr relianct- hereon. Escrow No. 96241 Estimated Close Date: July 16, 1996 Reference: East side of 144th Ave. S.E. Report Print Date: July 10, 1996 Kent, WA 98042 Page 1 Buyer ESTIMATED CLOSING STATEMENT BUYER: CITY OF KENT DEBITS - - - - CREDITS - - CONSIDERATION: Total Consideration 400,000.00 TITLE CHARGES: Owners Title Policy 270.50 Record Statutory Warranty Deed 9.45 ESCROW FEES: Escrow Fees 550.00 Sales Tax 26.65 Escrow Cash Credit -225.00 Balance Due Escrow 400,090.60 Totals $ 400,361.10 $ 400,361.10 NOTICE: This estimated closing statement is subject to changes, corrections or additions t h 1, ime of final computation of closing escrow statement. r CITY KENT i I I July 9, 1996 lscrow No. 96241 i NO'iICE OF COMPLIANCE WITH A.P.R. 12 IN ACCORDANCE WI 'THE R$QUIREMENTS !OF A.P.R. 12 OF THE SUPREME COURT OF THE STATE OF HINGTON, ACCO ESCROW, INC., AND THE LIMITED PRACTICE OFFICER SPECIFIED BELOW ST INFORM YOU OF , FOLLOWING: I 1. The Limited Practice Officer ;is not acting as the advocate or representative of either of ;thee parties; 2. That the documents prepared by the Limited Practice Officer will affect the legal rights of ;the parties] 3. The parties interests in the documents may differ; i4. The parties have the right to; be represented by lawyers of their own selection; 5. The Limited Practice Officer cannot give legal advice 48 to the manner in which the document$ affect the parties. T�e Limited Practice Officer is permitted to select, prepare and complete documents which have been approved $y the Limited Practice Board for use in closing a loan, extension of c�edit, sale or oth9r transfer of real or personal property. i I0 YOU HAVE ANY OoESTIONS REGARDING ANY DOCUMENT OR INSTRUMENT TO BE USED OR RELIED UPON I THE CLOSING OFITOIS TRANSACTION OR ANY QUESTIONS REGARDING YOUR RIGHTS, YOU SHOULD NOT S GN BEFORE CONS4TING AN ATTORNEY OF YOUR CHOICE. I II THIS TRANSACTI¢N� YOUR LIMITED PRACTICE OFFICER IS: SHERIAN GRIMES, L,PO# 84. THE D CUMENTS PREPARED 1.N THIS ESCROW ARE: STATUTORY WARRANTY HEED & EXCISE TAX AFFIDAVIT P ease acknowledge zeceipt of the foregoing Notice of Compliance with A.P.R. 12 And that y u have read the;ss�me by signing yogr name to the copy of thi's Noticce on the signature 41 nes below. (Ifjs ch Notice has be4n hand delivered or mailed to you, please return the c py of the Noticq showing your signature and date of signature in the enclosed ' return envelope.) BUYER(S) : SELLER(S) : CITY OF KENT, A MUNI'CIPALI Kenneth G. Kirby, as Trustee of an I Unnamed Trust Dated Augubt 15, 1967 B}�: By: iKenneth G. Kirby, rubtee "1 j DATE -r ATE i i i i 1, I I � I I I I j i 1 ACCOUNTABLE ESCROW, INC. 1048iW. James, Suite 102 RRent, WA 98032 Escrow File No. 26341 File Namet / � oneth a. Kirby CLO�ING AGREEMENT AND ESCROW INSTRUCTIONS For Purchase and Sale Transaction The undersigned buys and seller (referred to herein as "the parties") 4ereby designate and appoint ACCOUNTABLE ESCROW, INC. dreferred to herein as "the ACCOUNTABLE to act as their iclosing and escrow agent ccording to thelfo;llgwing agreements and instructions. IT IS AGREED,ANb TKE CLOSING AGENT IS INSTRUCTED, AS FOLLOWS: Terms of Sale.! The terms and conditions of the transaction'which is the subject of these instructions 1(referred to herein as "the transaction") are set forth in the �arties' Purchase Land Sale Agree;ent, Earnest Money Agreement, or other written algreement, and any attachments, amendments or addenda to that agreement (referred to herein as "the parties' agreement"),;which is made a part of these instructions by this reference. Any changes to the paktiee' agreement will be made a part of these instructions, withX further reference, when signed by the parties and delivered to the c,losinq agent.h�- a instructions are nnt_ I.nt Pnei Pfi_ t11-ji_manA MnAi fv nr a„n "aaAv +-F,- its status, terms, ba.l.ance ow:.ng and., it Lt wia.:_ not be removed at closing, the requirements that- must be met to obtain a waiver of any due -on -sale provision. The closing agent is:authorized to rely'upon such written statements in the performance of eta duties, without liability or responsibility for their accuracy or completeness. Instructions ram Third Parties.'If any written instructions necessary to close the transaction 'accozdi:ng to the parties' agreement are given to the closing agent by anyone other than the part�es or their attorneys, including but not limited to lenders, such i;notructio'ns; are laccepted and agreed; to by the parties. Disclosure of,In ormation to Third Parties. The closing agent is authorized to furnish, upon ref a t, copies of ahy closing documents, agreements or instructions concerning the tzq{�an action to tie parties' attorneys, and to any real estate agent, lender or title insurance company involved in the transaction. Other papers or documents Containing personlal'or financial information concerning any party may not be released to anyone other than �he party's attorney or lender, without prior written approval. Potential Legal Problems. If the closing agent becomes aware of any facts, cjircumstances or potential problems which in the closing agent's opinion should be rieviewed by any off the parties' attorneys, the closing agent is authorized, in its sole dlieeretion, to adjvi�e the parties of'such facts, circumstances or potential problems and recommend that legal counsel be sought. Closing Agent'la Fees and Expenses. The closing agent's fee is intended as compensation for the services set forth in these instructions. If additional services are required to comply with any chatge or addition to the parties' agreement or these instructions, or as al.result of any p4r�y's assignment of interest or delay in performance, the part;es agree tp pay a reasonab�eladditional fee for such services. The parties shall also reimburse t�e dosing agentlfcr any out-of-pocket costs and expenses incurred by it under these instructions. Thelclosing agent's fees, costs and expenses shall be due and payable on the closing date pr!other termination of the closing agent's duties and responsibilities u�der these instrwctions, and shall be paid one-half by the buyer and one-half by the a ller unless otherwise provided in the parties' agreement. Cancellation. Th se instructions may be canceled by a written agreement, signed by all the parties, and payment of the closing agent's fees, costs and expenses. Upon receipt of opch agreement and Oayment, the closing agent shall return any money or document's then held by it to thelp rties that deposited the same, and shall have no further duties or responsibilities tinder these instructions. Inability to ply With Instructions. If the closing agent receives conflicting in�struetiods or dot rmines, for -any teason, that it cannot comply with these instructions bT the date for doling specified inithe parties' agreement or in any written extension o that date, it shall notify the parties, request further instructions, and in its d�scretionz (1) cdntainue to perform its duties and close the transaction as 'soon as pdspible after re�eslving further instructions, or (2) if no conflicting instructions have been received, ret#urjn any money or documents then held by it to the parties that deposited the same, bless any fees and expenses chargeable to such party, or (3) commence a court action, dgpasit the money and documents held by it into the registry of the court, andask the court to determine the rights of the parties. When the money and documents have been �eturned to the parties or deposited into the registry of the court, tPe closing agent ;shall have no further duties or responsibilities under these instructions. Disputes. should any dispute'arisebetween the parties, or any of them, and/or any other party, eoncdrn'ng the property for funds involved in the transaction, the' closing agent may, in itslso a discretion, hold all documents and funds in their existing status pdnding resolution o the dispute, orjoin or commence a court action, deposit the. money ar�d . documsrits, held br it with the court, and ask the court to determine the right's of the parties. Upon'depasir.ing said funds and documents with the court, the closing agent shall have no further duties or responsibilities under these instructions. The parties jointly and severally agree to pay the closing agent's costs, expenses and reasonable at'torney's fetes incurred in anyllawsuit arising out of or in connection with the transaction or these instructions, jhether such lawsuit is instituted by the closing agent, the parties, or any other person.) Notices. Any notice, declaration or request made under these instructions shall be in writing, signed by, tie party giving such notice or making such declaration or request, arxd;personally delliv�red or mailed to the closing agent and other parties at their addresses set forth in these instructions. 4mandments: Any auhendment, addition or supplement to these instructions must be in writing, signed by,' the appropriate parties and delivered to the closing 'agent. Counterparts. Thee instructions may be executed in one or more counterparts with like effect as if all signatures appeared on one copy. !Effect. These ins* ructions shall bind and benefit the parties, the closing agent, and their successors in interest. Definition Wheniused herein or is any amendment, addition or supplement hereto, words and phrlses ar� defined and are to be construed as follows: The words "buyerr"'!and "seller" refer to all persons and entities identified as such'by their signatures on phis document, jointly and severally unless otherwise indicated, and shall be construed ),interchangeably 'with other similar terms such as "purchaser", "viandee", "ve dor", 'grantee" or "grantor" as may be appropriate in the context and circumstances 'to which such words apply. The word "'ender" refers to any lending institution or other party, including the Page 2 seller,if appropriate, that has agreed to provide all or part of the financing for the iransactionior to.uthich the buyer has made a loan application. The phia�,e "th4ge instructions" refers to the agreements, instructions and provisions set forth`iri this '',document and all amendments, additions and supplements to this document. i The phrase "the property" refers to the real property identified in the parties' agreements i�ncludi g any other parcel of real property that will be used to secure payment of ny obligation created iri the transaction, and does not include any items of personal p pperty; unless otherwise specifically stated in these instructions. The phxas' "outside of escrow" refers to any duty, obligation or other matter which is the sole res�onsibiility of the'part! as or of any party, and for which the closing agent shall have no resodInsibility or liability. In these tinstru'ctions, singular and plural words, and masculine, feminine and neuter words, sha11.)a co`niatrued interchangeably as may be appropriate in the context and circumstances to w4ch such words apply. 1VATTtS TO BE COMPLETED BY THE BUYER AND SELLER IMPORTANT - READ CAREFULLY The fol;lo4ing items must be completed by the parties, outside of escrow, and are not part of the �losin#agent's duties under these instructions. Inspection and;A proval of the Property. Any required inspections or approvals of the property or of impr vemente, additions or repairs to the property will be arranged and completed by;the p4 ties, outside ofescrow. The closing agent shall have no liability, with respectlto th6 physical condition of the property, or any buildings, improvements, plumbing, he ting, ooling, electrical, septic or other systems on the property, and no responsibili;y to t. spect the property, or to otherwise determine its physical condition, or to determ ne whe/her any required improvements, additions or repairs have been satisfactorily completed. Personal Property. Any requited inspections, approvals or transfers of possession of any owned mr 1 eased,Ifixtures, equipment or other items of personal property included in the transaction, an 4 payment ofiany personal property, sales or use taxes, will be completed by:!the pasties outsid4 of Oscrow. unless otherwise instructed, the' closing agent shall gave no�responsibil�ty with respect to such personal property and shall not be required to dets mine the st4tus or condition of the title to, encumbrances upon, ownerahip,,o� physical conditiod of such personal property, nor to calculate, pro -rate, collect, p;e�are re urns for or pay any personal property tax, sales tax or use tax arising from !the tr �nsaction. Utilities; All oslders, cancellatigns, transfers, payments and adjustment of accounts for water,,se,wer, g4rbage collection, electricity, gas, fuel oil, telephone, television cable and any other utilities or, public services will be completed by the parties outside of eecrow.'Unless o.herwise instructed, the closing agent shall have no responsibility to determine,,cdllsct, pay, pro-rat.e or adjust charges for installation or service for any utilities or;public services, except' to pro -rate existing recurrent assessments for public improVements,i if any, which appear on the title report. Fire or Casualty'!Insurance. if a new policy of fire, hazard or casualty insurance on the property !is necessary to close the transaction, the buyer will arrange for the policy to be issued, outsf of escrow,' and 'will provide evidence of the required insurance coverage to the closing agent before the closing date. Unless otherwise instructed, the closing agent) ehall have no res&nsibility to contract for or obtain any policy of fire, hazard or casualty � insurance on the property, or any assignment of such policy. Possession'of th** Property. The transfer of possession of the property shall be arranged directly between the parties outside of escrow and shall not be the responsibility of tble closing agent. Collect on;Accoun�. If any financing for the transaction will be provided by a private party, the parties ale advised to open a collection account at a financial institution to receive and d;.eburse payments to be made under the private promissory note or contract. The collection accoU.nti shall be established by the parties outside of escrow and shall nat be the're4ponsib!ility of the closing agent. Payment!ofiomitt Taxes. If any additional real property taxes are assessed for repent improvements lade to the property and not added to the tax rolls before the closing date,'the pjairtiss shall pay their respective shares of such omitted taxes, pro -rated as �f the;'closing.date, within 30 days after receipt of notification that such taxes have been ass '60sed. The closing agent shall not be responsible or liable for any assessment, collection or payment of omitted taxes. Individual Taxes;.;!The parties are advised to consult with their attorneys to determine whether they ust ri'ort income, deduct expenses or losses, or withhold or pay any income or business taxes as result of the transaction. The closing agent shall have no responsibility for tie parties' individual tax consequences arising from the transaction. Foreign ;Inestmeizt in Real Property Tax Act. If any seller is, or may be, a non-resident lien A; a foreign corporation, partnership, trust or estate for the purposes of; U ited ptates income' taxation, the parties are advised to consult with their attorneys bef re the`,closing date to determine their responsibilities and liabilities, if any, under �h Fore ,,On Investment in Real Property Tax Act (Section 1445 at seq. of the Internal ReVe;us Code). The closing agent is not required to verify the nationality, or foreign statu of any of the sellers, or to withhold, report or pay any amounts due under Page 3 such act. ApprovAl and P rmits. The parties are advised to consult with their attorneys to determinejw ether;�ny building, zoning, subdivision, septic system, or other construction or land use permit& or approvals will be required, either before or after the closing date. Thejc osing;lgent shall have 4o responsibility with respect to any such permit or j approval,!ani shal have no lialbility arising from the failure of any party to obtain, or j from the iefasal o. any governmental authority to grant, any such permit or approval. Campli�n With' ertain Lawii. The parties are advised to consult with their attorneys to deteri#n3 they responsibilities, if any, under the Consumer Protection Act, Truth-in-I�en ling AG , Interstat;e Land Sales Act or other similar laws. The closing agent shall haves n respid sibility for the parties' compliance, nor any liability arising from the failure �f an arty to comply, with any such law. CITY OF K$iT� A4;—Corpotation Kenneth G. Kirby, as Trustee of an By: Y I Accep : C AS CROW, INC. BY: swri,an �r es Escrow!Off er,�LPO, V.P. ESCROW iNSTRU0 10 S LPO/Escrow Fordh 1 (10/80 M 989 F.B. Phi(tips I I I • I ' I i i i i I 1 � I I I I i j ' I � � I I I I � j I i i 'i I 1 i Page 4 Unnamed Trust Dated August 15, 1967 Kenneth G. irby, 'rustee ACCOUNTABLE ESCROW, INC. 1046 W. James, Suite 102 Rent, WA 98032 I Esbrow File �o. 998241 File Name / Kdeinath G, ]Cirby { Supplement To CLOSING AGREEME14T AND ESCROW INSTRUCTIONS Fort Purchase and Sale Transaction Including Instructions Ito Record Documents and Disburse Funds This i apart of the Closing Agreement and Escrow Instructions signed by the parties uh�er thefel sing Agent's escrow filie number set forth above. Except as expressly modified, Ichinged dr amended by this',supplement, all terms and conditions of the Closing Agreement nano Escrww Instructions, and any previous supplements, additions or amendments thteto, shawl remain in effect,. THE SEL`tZ HAS APPROVED, SIGNED AND DEPOSITED THE FOLLOWING DOCUMENTS WITH THE CLOSING AdONT UNDE'k ea INSTRUCTIONS: StatutWarranty o y Warrnty Dead Real 9s ate Excise Tax Return THE BUYER HAS APPROVED, SIGt*D AND DEPOSITED THE FOLLOWING DOCUMENTS WITH THE CLOSING AQ�NT UNDO 'HESE INSTRUCTIONSt SY SIGNXN� THIS bOCUMENT, EAbH PARTY ACKNOWLEDGESs Conditipnt of Puirties' Agree:ent Satisfied. All terms and conditions of the parties' agreement haj*e been met to my satisfaction, or will be met, satisfied or complied with outside of escrow. ldcjTitle R" rt Appiroved. The Preliminary Commitment for Title Insurance, including the al desc i tion of the property and all attachments, supplements and endorsements to that repor issuegl' by ,STEWART t1TLE+COMPANY OE WASHINGTON, INC. under order number 7�T, ar' Ipproved by me and spade a part of these instructions by this reference. ISettlemonl Statoikent Approved. The settlement statement prepared by the closing agent is ',approved by me, made a part 4f these instructions by this reference, and I agree to pay' my costs expenses and othet obligations itemized on that statement. I understand that any eit mated amounts will.be adjusted to reflect the exact amounts required when the funds 4r disbursed, that the settlement statement continues to be subject to audit at any time, and if ,any monetary error is found, that amount will be paid by the party liaple forts ch payment to the party entitled to receive it. BY SIONtNq THIS DOCUMENT, THE BUYER FURTHER ACKNOWLEDGES: Propertp l�pprov*A. I have had adequate opportunity to inspect the property and to determine th91 exact location of its boundaries. The location and physical condition of thelproperi'yand aly buildings, `,improvements, plumbing, heating, cooling, electrical or septic sys�en{s on the property are Approved. I understand that all inspections and approvals 'ol the 'location any physical condition of the property are my sole res onsibiti�y, and ..are not part of the closing agent's duties and responsibilities. I her0by release and agree to hold the closing agent harmless from any and all claims of liability jo loss or damage ari;singor resulting from any physical condition or defect on the pro a ty, or from the location of its boundaries. '{tHE CLOJI140 AGENT IS INSTRUC'ED TO PROCEED AS FOLLOWS: Xnstructica to Q1ose. The closing agent is instructed to perform its customary closing duties under these instructions,' to deliver and record documents according to these instructions, and to disburse the funds according to the settlement statement, adjusting est,mated am unts, when the closing agent has the documents required to close the trahsactiorl i n its possession and has, or will obtain when the documents have been delivered ondi recorded: �. Sale'p ceede for the seller's account in the sum of $ 400,000.00, to 'be disbursed ccording to the settlemjent statement, and �. A policy of title insurance issued pursuant to the Preliminary commitment for (Title I urance referred to above, insuring the buyer with [ x] owner's or [ ]; purchaser's [ x] standard or [ ) extended coverage with liability 1 of $ 40Q.000,001 having the; usual clauses, provisions and stipulations oustomaelil'y contained in the printed provisions and schedules of such policy forms, �nsurin t�e buyer's title to the property against all defects or encumbrances 'except those a t orth in the printed exceptions and exclusions customarily contained in the printedCpr visions and schedules of such policy forms, matters attaching by, through or underi t e buyer, taxes not yet due, and the matters set forth in the following szumberO pragra�hs of Schedule B of the Preliminary Commitment for Title Insurance: I one 4;ompletiibn or Correction of Documents. The closing agent is instructed to correct any errors fount n any document depositied under these instructions, and to insert as necessary the closing date. tdjustmeht and J+ro-rations. The closing agent is instructed to adjust and pro -rate as of Qos F!N CROW,Ireal estate taxes for the current year, recurrent assessments if any, and none Proceeds�Cktecki Page 1 Seller directs accountable escrow to wire sellers funds to sellers bank and seller willtprovide'�he wire instuctions on a separate form. Addit Buyers) purchase escrow a escrow, the purc Seiler re attorney, City of K4 the props: property c The City c does not a the date c 2n4 half p of':the 2nd Sellers ca at i206 29 SY SIGN The clo attorney, doubt conc ,I have all! other CITY O KEl By:! I � i DATE: 1 Inatxuctions: nd; sell�(s) advise escrow agent that all the terms and conditions of their nd, salel#greement and any'addendums have been met and satisfied and instruct nt to c me, record and disburse funds upon receipt of buyers funds into d!the si u,tanious closing of the Armstrong and Forner property, as stated in se and 04le agreement. 'i uests sojdrow to fax their closing documents to Mr. James Salyer, their because!t;rhat is where they wish to sign their papers. at advis�,,6 escrow that accountable escrow is not to order hazard insurance on ty becauai� the city will obtain and pay for its own insurance on the subject itlside of closing thus transaction. I' Cent as�a Municipal'Corporation does not pay property taxes. King County :c8pt any partial pa*ents!of property taxes by the seller from the 7/1/96 to :he recordation of the deed. King County will therefore require the entire rii in f4l at closing and will refund directly to the sellers the overpayment half ta) d from the date of recordation of the deed through December 31, 1996. .L 'ollow or this refund directly if they wish by calling King County Finance -)413 (refund dept) referring to the tax parcel number 342205-9052-07. N '['$YS'IOCUMENT', EACH PARTY ACKNOWLEDGES: i g ages has not of#ered`any legal advice or referred me to any named ut has early requested that I seek independent legal counsel if I have any r ing't 4 transaction or these instructions. a, ads 'to time and opportunity to read and understand these instructions and o ument#;Ireferreo toxin these instructions. SUPP4EMENT TO C INSTRUCTIONS LPO/Escrow Fo 2E (10/89) @1989 F.B. Phil;li I' Corpotation Kenneth G. Kirby, as Trustee of an Unnamed Trust Dated August 15, 1967 B y ° Konneth G. Kir , Trustee DATE: Page 2 PLEASE 1'YNE OR PRINTby REAL ESTATE EXCISE TAX AFFIDAVIT This orm is your receipt when stamped PLEASE SEE REVERSE CAPTER 82 45 RCW - CHAPTER 458-61 WAC H For Use at County Treasurer's Office (Use Form No. 84-OOOIB for Reporting Transfers of Controlling Interest of Entity Ownership to die Department of RcVenue) 96241 THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS 1-7 ARE FULLY COMPLETED QName Kenneth G. Kirby trustee--- w aac Street 1110 Wagon Wheel Road City/State/Zip -_Lawrence., _ KS_ _ 66049-3538 ADDRESS TO SEND ALL PROPERTY TAX RELATED CORRESPONDSNCF Name CITY OF KENT/Parks Dept. Street .220 S.--4th,--4th Floor Name CITY OF KENT a Municipal Corporation Street 220 S. 4th, 4th Floor as City/State/Zip Kent, WA 98032 ALL TAX PARCEL NUMBERS aEa 342205.9052.07 WA__.98032_- _ t City/State/Zip -Kent,_ _ _ .. -. © LEGAL DESCRIPTION OF PROPERTY SITUATED IN ❑ UNINCORPORAI'ED _-K-kng COUNTY ❑ OR IN CITY OF _ant__-- Street Address (if property is improved): East side of 144th Ave. S E. - _Kent,_.WA--98042 — The West half of that portion of the Southeast quarter of the Southeast quarter of Section 34, Township 22, North, Range 5 East, W.M., lying east of the line parallel with and 30 feet east of the West Boundary line of said Southeast quarter of the Southeast quarter; Except the north quarter; and Except the roads. Is this property currently: YES Classified or designated as forest land? ❑ Chapter 84.33 RCW Classified as current use land (open space, farm and agricultural, or timber)? Chapter 84.34 RCW Exempt from property tax as a nonprofit ❑ organization? Chapter 84.36 RCW Seller s Exempt Reg. No. — — — — — — — — Receiving special valuation as historic F-1 property? Chapter 84.26 RCW Property Type: Land only ❑ land with new building ❑ land with previously used building ❑ land with mobile home ❑ timber only ❑ building only Principal Use: ❑ timber ❑ other ❑ Apt. (4 + unit) residential agricultural ❑ commercial/industrial © (1) NOTICE OF CONTINUANCE (RCW 84.33 or RCW 84.34) If the new owner(s) of land that is classified or designated as current use or forest land wish to continue the classification or designation of such land, the new owner(s) must sign below. If the new owner(s) do not desire to continue such classification or designation, all compensating or addi- tional tax calculated pursuant to RCW 84.33.120 and 140 or RCW 84.34.108 shall be due and payable by the seller or transferor at the time of sale. The county assessor must determine if the land transferred qualifies to continue classification or designation and must so indicate below. Signatures do not necessarily mean the land will remain in classification or designation. If it no longer qualifies, it will be removed and the com- pensating taxes will be applied. All new owners must sign. This land ❑ does ❑ does not qualify for continuance. Date DEPUTY ASSESSOR (2) NOTICE OF COMPLIANCE (Chapter 84.26 RCW) If the new owner(s) of property with special valuation as historic property wish to continue this special valuation the new owner(s) must sign below. If the new owner(s) do not desire to continue such special valuation, all additional tax calculated pursuant to Chapter 84.26 RCW, shall be due and payable by the seller or transferor at the time of sale. (3) OWNER(S) SIGNATURE Description of tangible personal property if included in sale (furniture, appliances, etc.) If exemption claimed, list WAC number and explanation. WAC No. (Sec/Sub) Explanation Type of Document Statutory Warranty Deed Date of Document July 10, 1996 Gross Sale Price $ 400, 000.00 Personal Property (deduct) $ Taxable Sale Price $ 400, 000.00 Excise Tax: State $ 7,120.00 Local $ Delinquent Interest: State $ Local $ Delinquent Penalty: State $ Total Due $ 7,120.00 HERE IS A $2.00 FEE FOR PROCESSING THIS FORM IF NO TAX 1S DUE, o AFFIDAVIT I certify under penalty of perjury under the lama's of the state of Washington that the foregoing is true and correct (See back of this form). Signature of Grantor/Agent Name (print) Kenneth G. Kirb Date & Place of Signing Signature of Grantee/Agent Name (print)CLV OF KENT Date & Place of Signing _ �� .— Perjury: Perjury is a class C felony which is punishable- by iniprisonnient in a state correctional institution for a maxinwni term of not more than five years, or by a fine in an amount fixed by the court of not more than five thousand dollars ($5,000.00), or by both imprisonment and fine (RCW 9A.20.020 (IC)). RI 1' 84 000)a (6-)6-95) 1PD 1 ); 29 95) FOR TRUASURER'S USE ONLY POLICY OF TITLE INSURANCE ISSUED BY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, PACIFIC NORTHWEST TITLE INSURANCE COMPANY, INC., a Washington corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, :sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, Pacific Northwest Title Insurance Company, Inc. has caused this policy to be signed and sealed by its duly authorized officers as of the Date of Policy shown in Schedule A. A& PACIFIC NORTHWEST TITLE Insurance Company. Inc. l��tlE INS&, �S •••..........., • * ,i3i• GORPQItgTE 't c may•'• 7926 ,.f�? *4SNINO President Countersigned by: Authorized Signatory Ste-.�iart Title Company of Wa., Inc. Company Seattle, Washington City, State EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs. attorneys' fees or expenses which arise by reason of 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has beer recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 0-1093- 010151 ALTA OWNER'S POLICY — 10-17-92 EXCLUSIONS FROM COVERAGE Continued (continued and concluded from front side of Policy Face) 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer; or (ii) of such recordation to impart notice to a purchaser for value or a judgement or lien creeitor CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "insured": the Insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devices, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant": an insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A. nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a) (iv) of the Exclusions From Coverage, "public records' shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser form the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer of conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) and estate or interest in the land, or (h) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or damage for which the Company may liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, . the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition.. the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy together with any cost, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, (continued and concluded on last page of this policy) Standard Coverage C. PACIFIC NORTH EST. TITLE INSS OCE COMPANY, IN A. L. SCHEDULE A Order No.: 278899 Policy Date: July 19, 1996 at 2:27 p.m. 1. Name of Insured: Policy No.: 1093-010151 Policy Amount: $400,000.00 CITY OF KENT, a municipal corporation 2. The estate or interest in the land described herein and which is covered by this Policy is: FEE SIMPLE 3. The estate or interest referred to herein is at date of Policy vested in: CITY OF KENT, a municipal corporation 4. The land referred to in this Policy is described as follows: The west half of that portion of the southeast quarter of the southeast quarter of Section 341 Township 22 North, Range 5 East, W.M., in King County, Washington, lying east of the line parallel with and 30 feet east of the west boundary line of said southeast quarter of the southeast quarter; EXCEPT the north quarter; AND EXCEPT the south 360 feet thereof. Standard Coverage PACIFIC NORTHWEST TITLE INSURANCE COMPANY, INC. A.L.T.A. OWNER'S POLICY SCHEDULE B Policy No.: 1093-010151 This policy does not insure against loss or damage by reason of the following: GENERAL EXCEPTIONS: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public record. 3. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey or inspection of the premises. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records, or liens under the Workmen's Compensation Act not shown by the public records. 5. Any title or rights asserted by anyone including but not limited to persons corporations, governments or other entities, to tide lands, or lands comprising the shores or bottoms of navigable rivers, lakes, bays, ocean or sound, or lands beyond the line -of the harbor lines as established or changed by the United States Government. 6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water. 7. Taxes or special assessments which are not shown as existing liens by the public records. 8. Any service, installation, connection, maintenance, capacity, or construction charges for sewer, water, electricity or garbage removal. 9. Indian tribal codes or regulations, Indian treaty or aboriginal rights, including, but not limited to, easements or equitable servitudes. SPECIAL EXCEPTIONS: As on Schedule B, attached. (continued) A.L.T.A. OWNER'S POLICY SCHEDULE B Page 2 SPECIAL EXCEPTIONS: NONE MS/can/4969X Policy No.: 1093-010151 G n iDO �� 30 ?io ^,e .ve rocs, Ex N.88 � lk STEWART TITLE COMPANY OF WASHINGTON, INC. !FORTH Order No. 27 "A Tradition 8 E9 9 of Ereellence" IMPORTANT: This is not a Plat of Survev. It is furnished as a convenience to locate the land indicated hereon with reference to streets and other land. No liability is assumed by reason of SOUTH reliance hereon. n v CONDITIONS AND STIPULATIONS Continued (continued and concluded from reverse side of Policy Face) attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (h) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs b(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; or. (II) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT. If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE: REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies of the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. ARBITRATION. Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000.000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of this policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at 1201 Third Avenue, Suite 3800, Seattle, WA 98101. ALTA OWNER'S POLICY — 10-17-9