HomeMy WebLinkAboutPW1993-0164 - Original - UPLRC & UIDC - Van Doren's Landing Site Purchase and Sale - 11/11/1993 tp; _ 1
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p�..�t=s�:1-1r?,•`SEE COUNTEI PART 1-2409-119
pUgCgAsE AND SALE AGREEMENT
This Agreement is made on,4 v r =. 1993, between
UNION PACIFIC LAND RESOURCES CORPO TION, a Nebraska corporation
("UPLRC") , and UPLAND INDUSTRIAL DE LOPMENT COMPANY, a Nebraska
corporation ("UIDC") , whose address is 1416 Dodge Street, Omaha,
Nebraska 68179 (collectively, "Seller") , and CITY OF KENT, a
Washington municipal corporation, whose address is 220 4th Avenue
South, Kent, Washington 98032 ("Purchaser") .
Section 1. Purchase and Sale of the Proverty.
Seller owns and agrees to sell and Purchaser agrees to
purchase, on the terms and conditions of this Agreement, certain
real property in Kent, King County, Washington, shown on the print
marked Exhibit A-1, attached hereto and hereby made a part hereof
and described in Exhibit A-2 attached hereto and hereby made a part
hereof ("Sale Parcel") .
Section 2. Purchase Price.
The total purchase price for the Sale Parcel is Three
Million Five Hundred Thousand Dollars ($3,500,000.00) ("Purchase
Price") , which shall be paid to Seller in cash or by certified or
cashier's check drawn on a financial institution acceptable to
Seller or by confirmed wire transfer of immediately available funds
to Morgan Guaranty, ABA #021000238, Account No. 22890516 for credit
to Treasurer, Union Pacific Corporation.
section 3. Conditions Precedent to sale.
This Agreement is subject to the following conditions
precedent:
(a) Title Review. Purchaser is in receipt of a title
report on the Sale Parcel dated June 10, 1993, Order No.
214920, from Stewart Title Company of Washington, Inc. , 1201
Third Avenue, Suite 3800, Seattle, Washington 98101 ("Title
Company") and copies of all documents referred to therein, as
supplemented by Supplement No. 1 dated August 16, 1993.
Purchaser shall have until on or before November 22, 1993 in
which to approve or disapprove any defects in the title or any
liens, encumbrances, covenants, rights of way, easements or
other outstanding rights disclosed by the title report or the
Survey referred to in subparagraph (b) below, except those
matters set forth in Section 5. Disapproval shall be by
written notice given by Purchaser to Selller setting forth the
specific item(s) disapproved by Purchaser. If no such notice
of disapproval or notice of approval is given by Purchaser on
or before, November 22, 1993, then this Agreement shall
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terminate. In the event of disapproval by Purchaser of any
items) contained in or disclosed by the title report or
Survey, Seller shall have until on or before December 3, 1993
to eliminate any disapproved items from the policy of title
insurance to be issued in favor of Purchaser. In the event
any such disapproved item is not eliminated on or before
December 3, 1993, then this Agreement shall terminate unless
Purchaser shall have elected to waive its prior disapproval in
writing on or before December 10, 1993. In the event of
termination as provided in this subparagraph (a)., this Agree-
ment shall be without any further force and effect, and
without further obligation of either party to the other.
Notwithstanding anything to the contrary in this subparagraph
(a) , Seller shall cause to be removed at or before closing the
title exception for the LID 330 assessment appearing in the
title report at Paragraph 62 as well as any exceptions for
other liens (other than for taxes and non-LID 330 assessments,
which shall be prorated as provided in Section 4) disclosed by
the title report (or any supplement thereto) which are of a
definite and ascertainable amount which may be discharged by
the payment of money, regardless of whether or not Purchaser
objects thereto.
(b) Property Materials. Within ten (10) days after the
date of execution of this Agreement by both parties, Seller
shall provide to Purchaser, at Purchaser's offices, copies of
the survey performed by International Land Surveying dated
October 1990 (the "Survey") , and the Environmental Report(s)
and other document(s) (if any) listed on Exhibit B attached
hereto (collectively, the "Property Materials") . Seller makes
no representation or warranty as to the accuracy or complete-
ness of the information contained in the Property Materials.
(c) Feasibility Studies. Upon execution of this
Agreement by both parties, Purchaser, and its agents and
contractors, are granted the privilege to and including
December 9, 1993 ("Feasibility Review Period") of entering
upon the Sale Parcel to perform environmental audits, soil
tests, engineering and feasibility studies of the Sale Parcel
as Purchaser may deem necessary to determine the suitability
of the soil conditions and other physical conditions of the
Sale Parcel. Purchaser shall deliver written notice to Seller
prior to the end of the Feasibility Review Period that
Purchaser has either (1) approved the condition of the Sale
Parcel and intends to proceed with the purchase of the Sale
Parcel or (2) elected to terminate this Agreement. If
Purchaser fails to give either notice before the end of the
Feasibility Review Period, Purchaser shall be deemed to have
elected to terminate this Agreement. In the event of
termination as provided in this subparagraph (c) , Purchaser
shall surrender to Seller copies of all audits, soils,
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engineering and any other reports prepared for Purchaser
pertaining to the Sale Parcel and said reports shall become
the sole property of Seller without cost or expense of Seller
(and the contents thereof shall be kept confidential by
Purchaser and Purchaser's consultants) , and this Agreement
shall be without any further force and effect, and without
further obligation of either party to the other. Regardless
of whether or not this Agreement is terminated, Purchaser
shall promptly furnish Seller with copies of any and all
reports on environmental assessments of the Sale Parcel.
If Purchaser, its agents or contractors, enter upon the
Sale Parcel for the purposes of this Section 3 (c) , such entry
shall be subject to the following terms and conditions:
(i) Purchaser agrees to indemnify and save harmless
Seller and/or Seller's affiliates ("Seller's affiliates"
means any corporation which directly or indirectly
controls or is controlled by or is under common control
with Seller) , their officers, agents and employees,
against and from any and all liability, loss, costs and
expense of whatsoever nature growing out of personal
injury to or death of persons whomsoever, or loss or
destruction of or damage to property whatsoever, where
such personal injury, death, loss, destruction or damage
arises in connection with or incident to the occupation
or use of the Sale Parcel by, or the presence thereon of
Purchaser, Purchaser's agents, contractors or employees
prior to closing unless caused by the negligence of
Seller, Seller's affiliates, or their office s, agents or (\ ,
employees; qS a 1�Swl�a �Grc�GS� ��' v
Purchaser agrees t pay for all materials
affixed to the Sale Parcel and to pay all persons who
perform labor upon said premises, and not to permit any
mechanic's or materialman's lien to be enforced against
the Sale Parcel for work done or materials furnished
thereon at the request of Purchaser; and Purchaser agrees
to indemnify and hold harmless Seller against and from
any and all liens, claims, demands, costs and expenses of
whatsoever nature in any way connected with or growing
out of such work done, labor performed or materials
furnished prior to closing;
(iii) If the sale and purchase of the Sale Parcel
does not close, Purchaser shall, as soon as possible and
at Purchaser's sole expense, restore the Sale Parcel to
the same condition it was in immediately prior to the
time Purchaser entered the Sale Parcel. If Purchaser
fails to complete restoration of the Sale Parcel within
ten (10) days after Seller gives Purchaser written notice
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to do so, then Seller may perform the work of restoration
and Purchaser shall reimburse Seller for the cost and
expense thereof within thirty (30) days after rendition
of bill therefor by Seller; and
(iv) Notwithstanding any provisions in this
Agreement to the contrary, in the event this Agreement is
terminated for any reason whatsoever, Purchaser never-
theless shall be obligated to comply with the provisions
of this Section 3 (c) .
(d) Purchaser's Aonroval. The terms and conditions of
this transaction are subject to approval by the Kent City
Council. Notice of approval or disapproval shall be given by
Purchaser to Seller on or before December 10, 1993, and
failure to give such notice within said time period shall be
deemed notice of disapproval. If no notice of Kent City
Council approval is given to Seller within said time period,
this Agreement shall be deemed terminated and without any
further force and effect, and without further obligation of
either party to the other.
Section 4. Escrow.
On or before the date of closing of escrow, Purchaser
shall deposit with Stewart Title Company, 1010 South 336th Street,
Suite 120, Federal Way, Washington 98063-4560 ("Escrow Holder") the
Purchase Price, and Seller shall deposit therein the Statutory
Warranty Deeds referred to in Section 5. Upon execution of this
Agreement by Seller and Purchaser, Escrow Holder shall sign a
counterpart of this Agreement to signify its consent to the escrow
provisions of this Agreement. Escrow Holder shall be instructed
that when it is in a position to deliver to Seller the Purchase
Price, and Title Company is in a position to issue a standard ALTA
owner's policy of title insurance in the full amount of the
Purchase Price, insuring fee simple title to the Sale Parcel in
Purchaser, subject only to the items set forth in Section 5, Escrow
Holder shall:
(1) record and deliver the Statutory Warranty Deeds to
Purchaser;
(2) deliver to Seller the Purchase Price; and
(3) issue and deliver to Purchaser the standard ALTA owner's
policy of title insurance.
At closing, (a) Seller shall pay the following:
(1) One-half of the escrow fee;
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(2) All assessments under LID 330 for the Sale Parcel;
(3) The premium for the issuance of the ALTA standard owner's
policy of title insurance;
(4) Seller's pro rata share as of 12:01 a.m. on the date of
closing of the following:
(i) real estate taxes (whether general or special,
except as provided above with respect to
assessments for LID 330) assessed against the Sale
Parcel and due and payable for the year of closing;
and
(ii) any water and utility charges and other expenses of
Seller normal to the ownership, use, operation and
maintenance of the Sale Parcel.
(5) The Washington State real estate excise tax, if any; and
(6) The cost of the required state revenue stamps, if any.
(b) Purchaser shall pay the following costs:
(1) One-half of the escrow fee;
(2) The cost of recording the Statutory Warranty Deeds; and
(3) Purchaser's pro rata share as of 12:01 a.m. on the date
of closing of the following:
(i) real estate taxes (whether general or special,
except as provided above with respect to
assessments for LID 330) assessed against the Sale
Parcel and due and payable for the year of closing;
and
(ii) any water and utility charges and other expenses of
Seller normal to the ownership, use, operation and
maintenance of the Sale Parcel.
(c) If Seller has been unable to dispossess the tenants
under the Leases as provided in Section 8 (a) (ii) , Seller's right,
title and interest under such Leases shall be assigned to, and
assumed by, Purchaser at closing with any rentals prorated as of
closing. In such event, Seller agrees to reimburse Purchaser for
reasonable attorney's fees and court costs incurred by Purchaser
after closing in dispossessing such tenants, provided that
Purchaser commences dispossession efforts within six (6) months
after closing of escrow and thereafter continues to prosecute such
dispossession efforts.
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(d) Notwithstanding any other provision of this
Agreement to the contrary, if Purchaser shall become liable after
the closing of escrow for payment of any property taxes assessed
against the Sale Parcel for any period of time prior to the closing
of escrow and/or any penalties attributable to such property taxes,
Seller shall immediately reimburse Purchaser on demand for such tax
assessment and/or penalty paid by Purchaser.
Section 5. Title.
Upon closing of escrow as set forth in Section 4, title
to that portion of the Sale Parcel owned by UIDC shall be conveyed
by UIDC to Purchaser by a duly executed Statutory Warranty Deed in
the form marked Exhibit C attached hereto and hereby made a part
hereof, and that portion of the Sale Parcel owned by UPLRC shall be
conveyed by UPLRC to Purchaser by a duly executed Statutory
Warranty Deed in the form marked Exhibit D attached hereto and
hereby made a part hereof. Title shall be in fee and insurable as
free and clear of all liens, encumbrances, exceptions, and
reservations other than the following:
(1) Non-delinquent real property taxes (whether general or
special) ;
(2) Standard general exceptions in the title policy; and
(3) Items disclosed in the title report and Survey and
approved or waived by Purchaser as set forth in Section
3 (a) .
Section 6. Closing; Possession.
Escrow for the Sale Parcel shall close on or before
December 16, 1993 . Possession of the Sale Parcel shall pass to
Purchaser on closing of escrow, subject to the rights of the
tenants under the Leases referred to in Section 8 (a) (ii) .
Purchaser shall have no right to possession or occupancy of or
entry upon any portion of the Sale Parcel [except as set forth in
Section 3 (c) ] and title thereto shall be and remain vested in
Seller until closing of escrow.
Section 7. As Is; Indemnity.
(a) Purchaser and its representatives, prior to the date
of closing of escrow, will have been afforded the opportunity to
make such inspections of the Sale Parcel and matters related
thereto as Purchaser and its representatives desire. Purchaser
acknowledges receipt of the environmental report(s) ("Environmental
Reports") listed on Exhibit B. Seller makes no representation or
warranty as to the accuracy or completeness of said Environmental
Reports. Except as otherwise specifically provided in Section
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8 (a) , Seller makes no representations or warranties of any kind
whatsoever, either express or implied, with respect to the Sal
Parcel, including, without limitation, the use, condition,
occupation, acreage or management of the Sale Parcel. Purchaser
acknowledges that it is entering into this Agreement on the basis
of Purchaser's own investigation of the physical and environmental
conditions of the Sale Parcel, including the subsurface conditions,
and Purchaser assumes the risk that adverse physical and environ-
mental conditions may not have been revealed by its investigation.
Purchaser acknowledges that notwithstanding any prior or contempo-
raneous oral or written representations, statements, documents or
understandings, this Agreement constitutes the entire understanding
of the parties with respect to the subject matter hereof and the
purchase and sale of the Sale Parcel and supersedes any such prior
or contemporaneous oral or written representations, statements,
documents or understandings.
(b) From and after closing, Purchaser shall, to the
maximum extent permitted by law, defend and save harmless Seller,
its affiliates, their employees, agents, officers, successors and
assigns, from and against any and all suits, actions, legal or
administration proceedings, claims, demands, fines, punitive
damages, losses, costs, liabilities and expenses, including
attorney's fees, in any way arising out of or connected with (1)
the presence in, on, under or adjacent to the Sale Parcel of any
Hazardous Material (as defined in Section 8 (a) (i) ) , whether
occurring before or after closing, which has its source at any
property now or formerly owned by Purchaser, including, without
limitation, Purchaser's sewage lagoon property, and (2) the
presence in, on, under or adjacent to the Sale Parcel of any
Hazardous Material stored, placed, released, used, generated or
disposed of by Purchaser or with the consent of Purchaser or on
behalf of Purchaser. Purchaser shall have the burden of proving
that any Hazardous Material in, on, under or adjacent to the Sale
Parcel is not a Hazardous Material covered by this indemnity, and
Purchaser agrees that it shall be a rebuttable presumption that any
Hazardous Material in, on, under or adjacent to the Sale Parcel is
covered by this indemnity.
Section 8. Representations and Warranties.
(a) In order to induce Purchaser to enter into this
Agreement, Seller represents and warrants to Purchaser as follows:
(i) Hazardous Materials. Except with respect to any and
all matters which may be disclosed by the Environmental
Report(s) listed on Exhibit B, Seller has no actual, current
knowledge of any use, release, manufacture, treatment, trans-
portation, processing, generation, storage or disposal of any
Hazardous Materials on or under the Sale Parcel or any prop-
erty located within one thousand (1, 000) yards of the Sale
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Parcel which is not now or was not formerly owned by
Purchaser. As used in this subparagraph, the term "Hazardous
Materials" shall mean any hazardous or toxic substance,
material or waste regulated by or subject to any local govern-
mental authority, any agency of the State of Washington, or
any other agency of the United States Government, including,
without limitation, any material or substance which is (i)
defined as a "hazardous waste", "extremely hazardous waste"
"restricted hazardous waste", "hazardous substance",
"hazardous material", "dangerous waste, substance or
material", "toxic material" or "toxic substance" under any
federal, state or local governmental rule, regulation,
ordinance, statute or act; (ii) petroleum and any petroleum
by-products; (iii) asbestos; (iv) urea-formaldehyde foam
insulation; or (v) polychlorinated biphenyl.
(ii) Parties in Possession. Except for the leases
("Leases") between Seller and DeLane A. Garrett and Beth
Garrett and Seller and Luisito A. Cuaresma, copies of which
have been provided by Seller to Purchaser, Seller has granted
no unrecorded leases, licenses or other rights to use and
occupy the Sale Parcel, and Seller has no actual knowledge of
any other persons in possession or occupancy of the Sale
Parcel or any part thereof, or of any other persons who have
or claim possessory rights in respect to the Sale Parcel or
any part thereof, or of any unrecorded mortgages or other
encumbrances against the Sale Parcel. The Leases have expired
by their own terms, and Seller shall, prior to closing, use
its best efforts to terminate any current rights of the
tenants thereunder as holdover tenants or otherwise.
(iii) Violations of Law. Seller has received no actual
notice from any official representative of any governmental
entity of any current violation of any applicable law,
ordinance, rule, regulation or requirement of any governmental
agency relating to the Sale Parcel.
(iv) Authority. Seller has full right, power and
authority to execute this Agreement and, assuming it has been
duly authorized, executed and delivered by Purchaser, this
Agreement is a legal, valid and binding obligation of the
Seller enforceable in accordance with its terms. No other
authorizations or approvals, whether of governmental bodies or
otherwise, will be necessary in order for Seller to enter into
and perform its obligations under this Agreement. Neither the
execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereunder will: (1) conflict
with or result in the breach of any law, regulation, writ,
injunction or decree of any court or governmental instrumenta-
lity applicable to Seller; or (2) constitute a breach of any
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evidence of indebtedness or agreement to which Seller is a
party or by which Seller is bound.
(v) No Defaults. Neither the execution of this
Agreement, the consummation of the transactions contemplated
hereby, nor the fulfillment of the terms hereof, will conflict
with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, any agreement or
instrument which affects the Sale Parcel or to which the Sale
Parcel is subject or any applicable laws or regulations of any
governmental body having jurisdiction over the Sale Parcel.
(vi) No Encumbrance Before Closing. Seller hereby agrees
from and after the date hereof until the closing of escrow, or
the termination of this Agreement, that (1) it will take no
action that will adversely affect title to the Sale Parcel;
(2) it will not mortgage, encumber or permit the encumbrance
of all or any portion of the Sale Parcel without Purchaser's
prior written consent; and (3) without Purchaser's prior
written consent, it will not enter into any written or oral
contracts or agreements with respect to the operation of the
Sale Parcel which cannot be cancelled on or after the closing
of escrow by Purchaser on no more than thirty (30) days notice
without premium or penalty.
(vii) Litigation. Seller has no actual, current knowledge
of any claim, litigation, proceeding or governmental
investigation pending or threatened against or relating to the
Sale Parcel, or the transactions contemplated by this
Agreement.
(viii) No Prior Options Sales or Assignments. Seller has
not granted any options nor committed nor obligated itself in
any manner whatsoever to sell the Sale Parcel' or any portion
thereof to any party other than Purchaser, except for
agreements which have terminated.
(ix) Insurance. Seller has not received any notices from
any insurance companies with respect to any violations con-
cerning the Sale Parcel.
(x) Special Assessments. Seller has not received any
official written notice during Seller's ownership of the Sale
Parcel of contemplated improvements to the Sale Parcel or the
area surrounding the Sale Parcel which would result in a
special assessment or similar lien against the Sale Parcel,
other than LID 306 and the matters disclosed in the title
report referred to in Section 3 (a) .
(xi) Survival. The representations and warranties of
Seller set forth in this Section 8 (a) shall survive the
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closing for a period of ten (10) years only and shall
thereafter be of no further force and effect.
(b) In order to induce Seller to enter into this
Agreement, Purchaser makes the following representations and
warranties as of the date of this Agreement and again as of the
closing of escrow:
(i) Authority. Purchaser is a municipal corporation
duly organized and validly existing under the laws of the
State of Washington. Purchaser has full right, power and
authority to execute this Agreement, and assuming it has been
duly authorized, executed and delivered by Seller, this
Agreement is a -valid and binding obligation of the Purchaser
enforceable in accordance with its terms. No other
authorizations or approvals, whether of governmental bodies or
otherwise, will be necessary in order for Purchaser to enter
into and perform its obligations under this Agreement.
(ii) No Default. Neither the execution and delivery of
this Agreement nor the consummation of the transactions
contemplated thereunder will: (1) conflict with or result in
the breach of any law, regulation, writ, injunction or decree
of any court or governmental instrumentality applicable to
Purchaser; or (2) constitute a breach of any evidence of
indebtedness or agreement to which Purchaser is a party or by
which Purchaser is bound.
Section 9. Purchaser's Covenant.
Purchaser, for itself, its successors and assigns,
covenants and agrees to make no use of the Sale Parcel, including,
without limitation, the design, construction or maintenance of the
lagoon/wetlands project, which will cause the adjacent property
currently owned by Seller to become subject to the two hundred foot
(20011) buffer requirement outlined in the City's Valley Studies
Program set forth in City Ordinance Nos. 2630 and 2604 passed on
May 5, 1986 and January 21, 1986, respectively, or any similar
successor ordinance or similar state or federal statute, rule or
regulation.
Section 10. Notices.
Any notices required or desired to be given under this
Agreement shall be in writing and personally served, given by
overnight express delivery, or given by mail. Telecopy notices
shall be deemed valid only to the extent they are (a) actually
received by the individual to whom addressed and (b) followed by
delivery of actual notice in the manner described above within
three (3) business days thereafter. Any notice given by mail shall
be sent, postage prepaid, by certified mail, return receipt
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requested, addressed to the party to receive at the following
address or at such other address as the party may from time to time
direct in writing:
Seller: Union Pacific Land Resources Corporation
ATTN: Lee E. Olson, Senior vice President
24422 Avenida de la Carlota, Suite 360
Laguna Hills, California 92653
Telephone: (714) 455-0866
Facsimile: (714) 455-0620
with copy to: Union Pacific Land Resources Corporation
ATTN: Christine M. Smith
1416 Dodge Street, Room 830
Omaha, Nebraska 68179
Telephone: (402) 271-5761
Facsimile: (402) 271-5610
Purchaser: CITY OF KENT
ATTN: Don Wickstrom, Public Works Director
220 4th Avenue South
Kent, Washington 98032
Telephone: (206) 859-3383
Facsimile: (206) 859-3559
Title Company: STEWART TITLE COMPANY OF WASHINGTON, INC.
ATTN: Robert L. Ludlow
1201 Third Avenue, Suite 3800
Seattle, Washington 98101
Telephone: (206) 343-1327
Facsimile: (206) 343-1330
Express delivery notices shall be deemed to be given upon receipt.
Postal notices shall be deemed to be given three (3) days after
deposit with the United States Postal Service.
Section 11. Assignment.
Purchaser shall not transfer or assign this Agreement, or
any interest therein, without the consent in writing of Seller, and
it is agreed that any such transfer or assignment, whether
voluntary, by operation of law or otherwise, without such consent
in writing, shall be absolutely void and shall, at the option of
Seller, terminate this Agreement.
Section 12. Waiver of Breach.
A waiver by either party hereto of a breach of the other
party hereto of any covenant or condition of this Agreement shall
not impair the right of the party not in default to avail itself of
any subsequent breach thereof. Leniency, delay or failure of either
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party to insist upon strict performance of any agreement, covenant
or condition of this Agreement, or to exercise any right herein
given in any one or more instances, shall not be construed as a
waiver or relinquishment of any such agreement, covenant, condition
or right.
Section 13. Time of the Essence.
Time is of the essence of this Agreement.
Section 14. Lay Governing.
This Agreement shall be governed in all respects by the
laws of the State of Washington.
Section 15. Merger.
The terms, provisions, covenants and conditions herein
contained shall merge into the deed to be delivered by Seller to
Purchaser at closing and shall not survive the closing of escrow,
except for the provisions of Sections 3 (c) , 4 (c) and (d) , 7, 8 (a)
(for the ten-year period specified therein) and (b) , 9, 16 and 19.
Section 16. No Brokers.
The negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by the part-
ies without the intervention of any person which would give rise to
any valid claim against either of the parties hereto for brokerage
commissions or other like payment. Each party hereto shall
indemnify and hold harmless the other party against and from any
and all claims for brokerage commission or other like payment
arising out of the transaction contemplated by this Agreement and
occasioned by the actions of such indemnifying party.
Section 17. Casualty.
Seller shall, except as otherwise provided in this
Section 17, maintain the Sale Parcel in substantially the same or
better condition until closing of escrow. If, prior to the date of
closing of escrow, the Sale Parcel shall be damaged by fire, flood,
earthquake or other casualty to a material degree, that is, if the
cost of restoration of the damaged Sale Parcel exceeds ten percent
(10%) of the Purchase Price, Purchaser shall have the option either
to (i) elect not to acquire the Sale Parcel, in which case this
Agreement shall terminate and be without any further force and
effect, and without obligation of either party to the other, or
(ii) acquire the Sale Parcel, subject to such casualty, without
adjustment in the Purchase Price and otherwise in accordance with
the terms and provisions of this Agreement, but Purchaser shall be
entitled to all insurance proceeds actually paid by an insurer on
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account of such casualty which would otherwise accrue to Seller.
Purchaser shall give written notice to Seller of any election
pursuant to this Section 17 within fifteen (15) business days
following receipt by Purchaser of any written notice of such
casualty. Failure of Purchaser to make such election within said
period shall be deemed an election to proceed to purchase the Sale
Parcel pursuant to clause (ii) above. If prior to the close of
escrow the Sale Parcel suffers a casualty other than to an extent
entitling Purchaser to elect not to acquire the Sale Parcel
pursuant to this Section 17, Purchaser shall close the transaction
contemplated by this Agreement in accordance with the terms hereof
as though such casualty had not occurred, except that Seller shall,
at closing, pay or assign to Purchaser any insurance proceeds
actually paid or payable to Seller in respect thereof.
Section 18. Successors and Assigns.
Subject to the provisions of Section 11, this Agreement
shall be binding upon and inure to the benefit of the parties
hereto, their successors and assigns; provided, however, that this
Agreement and the terms and provisions hereof, shall bind UPLRC and
UIDC, and their respective successors and assigns, only with
respect to their respective ownership interests in the Sale Parcel.
section 19. special Provision.
UPLRC, Federal ID No. 13-2678588, is not a foreign
corporation and withholding of Federal Income Tax from the amount
realized will not be made by Purchaser. A Certification prepared
in conformance with IRS regulations under Section 1445 of the
Internal Revenue Code is attached as Exhibit E.
UIDC, Federal ID No. 13-3109307, is not a foreign
corporation and withholding of Federal Income Tax from the amount
realized will not be made by Purchaser. A Certification prepared
in conformance with IRS regulations under Section 1445 of the
Internal Revenue Code is attached as Exhibit F.
section 20. Attorneys' Fees.
In the event either party hereto finds it necessary to
bring an action at law or other proceeding against the other party
to enforce any of the terms, covenants or conditions hereof or any
instrument executed pursuant to this Agreement, or by reason of any
breach or default hereunder or thereunder, the party prevailing in
any such action or proceeding shall be paid all costs and
reasonable attorneys' fees by such prevailing party and in the
event any judgment is secured by such prevailing party all such
costs and attorneys' fees shall be included in any such judgment.
The reasonableness of such costs and attorneys' fees shall be
determined by the court and not a jury.
11/05/93 13
1-2409-119
section 21. Entire Agreement.
It is understood and agreed that all understandings and
agreements, whether written or oral, heretofore had between the
parties hereto are merged in this Agreement, which alone fully and
completely expresses their agreement, that neither party is relying
upon any statement or representation not embodied in this
Agreement, made by the other, and that this Agreement may not be
changed except by an instrument in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement in duplicate as of the date first herein written.
UNION PACIFIC LAND RESOURCES
Witness: CORPORATION
Sy i
UPLAND INDUSTRIAL DEVELOPMENT
Witness: COMPANY
ltle: 7
Witness: CITY OF KENT
e�' By:
Title: _ ✓ c� �� i,�L';r � :v�C`
11/05/93 14
1-2409-119
STATE OF WASHINGTON )
88.
coUNTY OF RING )
On this day of ��'"C u-Q' , 199 3 , before me
personally appeared , to me known
to be the D\ c6r i ' G� C - Mc- nQd'
corporation that
executed the within and fo egoing ins acknowledged such
instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute the instrument and
that the seal affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
Notary Public in and for the
State of Washington, residing at
L/�RC L S M
My commission expires:
(SEAL)
11/05/93 15
1-2409-119
STATE OF CALIFORNIA )
SS.
COUNTY OF ORANGE )
On 1993, before me, CIGvGa� �L6mti
a Notary Pub is in and for said County an�
State, personally appeared . and ,
Senior Vice President and of UNION PACIFIC LAND
RESOURCES CORPORATION, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons whose names
are subscribed to the within instrument, and acknowledged to me
that they executed the same in their authorized capacities, and
that by their signatures on the instrument the persons, or the
entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal.
" i• Priscilla Dominguez
rComm. '
Cr 9764C2 K
CP,LIFOANIA Notary 1
c / UX7Y
(SEAL)
STATE OF CALIFORNIA )
as.
COUNTY OF ORANGE )
On W 1993, before me, l�
a Notary Pub is in and for said County an
State, personally appeared .G-D and ,
Senior Vice President and -a_i-tant n_eFei;Ts of UPLAND INDUSTRIAL
DEVELOPMENT COMPANY, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument, and acknowledged to me that
they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
dowdil
�a ;. PrisClll pdh9lr�gygg
U Q" E Notary c
UI Coma.#93948�
(SEAL)
Nor® €g ems►
11/05/93 16
i
1-2409-119
EXHIBIT A-1.
PRINT OF SALE PARCEL_
o
Xj
ST
a 1 i Z r_I r
tw L
Y
s
1-2409-119
EXHIBIT A-2
LEGAL DESCRIPTIONi OF THE SALE PARCEL
LEGAL DESCRIPTION:
PARCEL A:
Parcel A of City of Kent Lot Line Adjustment No. LL-91-3 recorded
under Recording Number 9101231064 (being a portion of Parcel 2, City
of Kent Lot Line Adjustment #LL-89-23 recorded under Recording
Number 8907271104) , more particularly described as follows:
That portion of Government Lot 2 and the southwest quarter of the
northeast quarter, Section 11, Township 22 North, Range 4 East,
W.M. , in King County, Washington, described as follows:
Commencing at the center of said Section 11:
thence south 890171531, east, 77.00 feet to the TRUE POINT OF
BEGINNING;
thence north 00042107" east, 995.26 feet;
thence north 89017 '53" west, 199.98 feet;
thence north 00054115" east, 336 .19 feet to a point on the south
line of South 212th Street;
thence along said south line the following three courses:
1) south 88048 '00" east, 159 .84 feet, to the beginning of a
curve, concave southerly, having a radius of 2, 797.55 feet;
2) easterly, along Said curve, through a central angle of
03-19 ' 30" , 162 .35 feet;
3) south 85026133" east, 557 .97 feet;
thence south 00054115" west, 698.49 feet;
thence south 89005 '45" east, 505.00 feet;
thence south 00054115" west, 506. 67 feet, to the beginning of a
curve, concave northwesterly, having a radius of 50 .00 feet;
thence southwesterly, along said curve, through a central angle of
83006 ,2611 , 72. 52 feet ;
thence south U0054115" west, 30 .33 feet;
thence north 89017 '53" west, 1, 136.44 feet to the POINT OF BEGINNING;
EXCEPT that portion thereof lying within drainage ditch as same was
condemned in King County Superior Court Cause No. 32912.
AND EXCEPT that portion of the southwest quarter of the northeast
quarter of Section 11, Township 22 North, Range 4 East, W.M. , in
King County, Washington, described as follows:
Commencing at the center of said Section 11;
thence south 89017153" east, 513 .26 feet to the TRUE POINT OF
BEGINNING:
thence continuing south 89017 '53" east, 700 . 18 feet ;
(legal description, continued)
S00'39dd 29:91 E6, 9 nON
,v , ..,.. .... . .. ..
SUPPLEMENTAL TITLE REPORT
Page 3
Order No. 214920
LEGAL. DESCRIPTION:
thence north 00*54 , 15" east, 30 .33 feet to the boginning of a
non-tangent curve concave northwesterly, having a radius of 50 .00
feet;
thence northeasterly along said curve through a central angle of
8300612611 , 72.52 fcct (a chord distance of 66 .73 feet) ;
thence leavin tangent to the last-described curve north 00054 ' 15"
east, 506 . 67 Let;
thence north 89005145" west, 744 .22 feet;
thence south 00054 ' 15" west, 589 .12 feet to the point of beginning.
PARCEL B:
Parcel B of city of Kent Lot Line Adjustment No. LL-91-3 recorded
under Recording Number 9101231064 (being a portion of Parcel 2, City
of Kent Lot Line Adjustment #LL-89-23 recorded under Recording
Number 89072711.04) , more particularly described as followas
That portion of Government Lot 2 and the southwest quarter of the
northeast quarter, Section 11, Township 22 North, Range 4 East,
W.M. , in King County, Washington, described as follows:
Beginning at the center of said Section 11;
thence north 89017 , 53" west, 683 .00 feet;
thence north 00042107" east, 995 .26 feel;
thence south 8901715311 east, 760 .00 feet;
thence south 00042107" west, 995 .26 feet;
thence-north 69017 , 53" west, 77. 00 feet to the point of beginning;
EXCEPT Lhat portion thereof lying within drainage ditch as same was
condemned in Kind County Superior Court Cause No. 32912 .
PARCEL C:
Parcel C of City of Kent Lot Line Adjustment No. LL,-91-3 recorded
under Recording Number 9101231064, more particularly described as
follows:
That portion of Government Lots 2 and 3, Section 11, Township 22
North, Range 4 East, W.M. , in King County, Washington, described as
follows:
Commencing at the center of said section 11;
thence north 89017153" west, 683 . 00 feet to the TRUE POINT OF
BEGINNING;
(legal description, continued)
900 ' 39tid ES:9 I E6. S nON
11- 5-93 : 10:41
SUPPLEMENTAL, TITLE REPORT
Page 4
Order No. 214920
LEGAL DESCRIPTION:
thence north 89017 ,530 wcst, 1,448 .36 feet to a point on the
southeast line of Russell Road;
thence along said southeast line the following three courses:
1) north 33051 ' 17" east, 34.38 feet to the beginning of a
curve, concave aoutheacterly, having a radius of 686 .34 fect;
2) northeasterly, along said curve, through a central angle of
18000 , 0011 , 215. 62 feet;
3) north 510511171, east, 668 .33 feet;
thence south 89017 '53" east, 139 .42 feet; .
thence north 01006158" east, 124 . 09 feet to the beginning of a
nontangent curve, concave northwesterly, from which point a radial
line bears north 45044 / 01/1 west, 985 .37 feet, said point also being
on the southeast line of Russell Road;
thence along said southeast line and northeasterly, along said
curve, through a central angle of 18039 , 0311 , 320. 76 feet;
thence south 89017153" east, 444 .94 feet;
thence south 00042107" west, 995 .26 feet to the TRUE POINT OF
BEGINNING.
PARCEL D:
That portion of Government Lot 3 in the Southwest quarter of the
northwest quarter in Section 11, Township 22 North, Range 4 East,
W.M. , in King County, Washington, lying south of the north line of
that tract of land conveyed to N. N. Shimomura by Quit Claim Deed
recorded as Recording Number 5180926, described as followst
(That portion of Government Lot 3 , Section 11, Township 22 North,
Range 4 East, W.M. , in King County, Washington, more particularly
described as follows:
Beginning at a stake at the southeast corner of said Government Lot
3 ;
thence north along the east line of said government lot, 9 chains
and 20 links to a stake at the southeast corner of the school lot;
thence west 2 chains and 89 links to a point on the edge of the bank
of the White River 52 links west of the stake at the southwest
corner of the school lot ;
thence south 480 west 5 chains to a small stake on the west side of
the road, said stake being south 50 ' east 20 links from a cedar
witness post near the edge of the river bank;
thence south 490 east 8 chains and 97 links to the point of
beginning) .
(legal description, continued)
L00'39tid CS:91 CS, 9 nON
10:47 1Lh,WI
6UPPLE14ENTAL TITLE REPORT
Page 5
order No. 214920
LEGAL DESCRIPTION:
AND west of Russell
Road South (Count RoaPage No 8) as established in
Volume 33 of
AND
That portion of Government Lot 2 in the southwest qu of
fEthe
northwest quarter in Section 11, Township 22 North, arter
W.M. , in King County, Washington, lying east of the west line and
south f the Claimnorth line of need recorded tract of land asNumberescribed as Parcel A
in Quit8906220496,
described as follows:
(That portion of Government Lot 2 and the southwest quarter of the
northeaot quarter, ALL in Section 11, Township 22 North, Range 4
East, W.M. , in King County, Washington, described as follows:
Beginning at the southwest corner of said Government Lot 2;
thence north 12 .40 chains (816. 40 feet) to the east bank of the
Green (White) River;
thence along said east bank north 30000100" east 3 .10 chains
(204 .60) feet;
thence east 38 .46 chains (2, 538 .36 feet) ;
thence south 15 . 08 chains (995.28 feet) to the south line of said
southwest quarter of the northeast quarter;
thence west 40 chains (2,640 feet) to the POINT OF BEGINNING;
EXCEPT that portion thereof lying within Russell Road South (County
Road- No. 8) as established in Volume 33 of Commissioner I a Records,
page 369;
AND EXCEPT that portion thereof lying within drainage ditch as same
was condemned in King. County Superior Court Cause No. 32912;
AND EXCEPT the easterly 100 feet thereof conveyed to the City Of
Rent by Deed recorded under King County Recording Number 8601030229) .
AND lying wont of Auoaoll Road south (County I1oad go. 8) ac
established in Volume 33 of Commissioner' s Records, page 389 .
PARCEL E.
That portion of Government Lot 4 in Section 11, Township 22 North,
Range 4 East, W.M. , in King County, Washington, described as follows:
Beginning at a point 6 .94 chains (458.04 feet) east of quaiter
22
section corner on lines between Sections 10 and 11, n;
North, Range 4 East, W.M. , in King County, washing
ton;
description, continued)
B00'39tid b5=9 I E6, S MON
SUPPLEMENTAL TITLE REPORT
Page 6
Order No. 214920
LEGAL DESCRIPTION:
thence south 22*11' went 1.08 chains (71.38 feet) ;
thence south 1.51 chains (99 .66 feet) ;
thence east 8 .05 chains (531.30 feet) -
thence north 2 . 51 chains (165.66 feeth
thence west 7.65 chains (504 . 90 feet) to the point of beginning;
EXCEPT portion thereof lying within Russell Road South (County Road
No. 8) as established in Volume 33 of Commissioner' s Records, Page
385 .
PARCEL F.-
That portion of Government Lot 4 , SeCLiUII 11, Township 22 North,
Range 4 East, W.M. , in Ding County, Washington, described aA follows :
Commencing at the northwest corner of the southwest quarter of said
Section 11;
thence south 89°17153" east, 458 . 04 feet along the north line of
said southwest quarter; '
thence south 22052107" west, 71.28 feet;
thence south 00042107" west, 24.41 feet to the easLerly margin of
Russell Road as determined by City of Kent Survey;
thence continuing south 00042107" west, 75.25 feet;
thence south 89,0171531, east, 56 .85 feet to the TRUE POINT OF
BEGINNING;
thence continuing south 690111530 east., 474 .45 feet;
thence north 00042107" east, 165.68 feet to the north line of said
southwest quarter;
thence south 69017 ' 53" east, 290 .39 feet along said north line to a
west line of "parcel 2" as deeded to Union Pacific Land Resources'
Corporation by instrument recorded under Recording Number
7701310588, records of said County;
thence south 00051' 23" west, 499 . 06 feet along said west line of
said adjoining "Parcel 2" to an angle point in said adjoining
boundary;
thence north 89°08 '37" west, 985 . 54 feet along a north line of said
adjoining "Parcel 211 ;
thence north 36015' 28" east , 59 . 98 feet;
thence north 32014 '51" east, 50 .22 feet;
thence north 32010 ' 32" east, 73.78 feet;
thence north 35028147" east, 214 .53 feet to the TRUE POINT OF
BEGINNING.
(legal description, continued)
'600'39Ud 99:91 E6, S nON
11- 5-83 10:48 STEKARf 11 Ilk
>Al
SUPPLEMENTAL TITLE REPORT
Page 7
Oider No. 214920
LEGAL DESCRIPTION:
PARCEL G:
A parcel of land situate in the southeast quarter of Section 10, the
northeast quarter of Section 15, and the southwest quarter of
Section 11, Township 22 North, Range 4 East, W.M. , in King County,
Washington, bounded and described as follows:
Beginning at the center of said Section 11;
thence along the north-south centerline of said section, south
01001 ,26" west, 2378 .00 feet to the northeast corner of that certain
parcel of land conveyed to Puget Sound Power & Light Company by
Statutory Warranty Deed, dated September 30, 1961, recorded under
Recording Number 5337456, records of said County;
thence along the north line of said deeded parcel, south 79023156"
west, 735 .24 feet to a point on the east line of the David A. Neely
Donation Land Claim, said point also being the northeast corner of
that certain parcel of land described as Parcel B, conveyed to Puget
Sound Power & Light Company by a Correction Statutory Warranty tined
dated April 16, 1962, recorded under Recording Number 5417800 ,
records of said County;
thence along the northerly line of said deeded parcel, south
62048144" west, 950.67 feet;
thence along the northerly line of a parcel of land described as
Parcel A in said Deed, north 89013100" west, 515 .:37 feet;
thence north 00047' 00" east, 150.00 feet;
thence north 89013100" west, 250. 00 feet;
thence south 00047100/1 west, 150 . 00 feet to a point on said
northerly line of Parcel A;
thence along said northerly line, north 89013 , 00" west, 924 .23 feet
to a point 175 . 00 feet distant easterly, when measured radially or
at right angles from the vegetation line of the east bank of the
Green River (vegetation line is "ordinary high water mark" as per
R.C.W. 90 .5a . 030, Shoreline Management Act of 1971) , as located on
December 13 , 1983, and shown on Record of Survey for Upland
Industries Corporation, Recording Number 6404049014, in Volume 39 of
surveys, Pages 212 and 212A, records of King County, Washington;
thence parallel with said vegetation line, the following four (4)
courses :
1) north 22001104" east, 32.70 feet]
2) north 22036121" east, 162 .66 feet;
3) north 18054 `170 east, 117. 09 feet;
4) north 0805812011 east, 28.19 feet;
(legal description, continued)
0I0 ' 39dd SS:9I E6, S O ON
SUPPLEMENTAL TITLE REPORT
Page 8
Order No. 214920
LEGAL DESCRIPTION:
thence south 890131007, cast, 113 .82 feet;
thence north 01*0115611 east, 379 .00 feet to a point on the north
line of said Neely Donation Land Claim;
thence along said north line, south 89013 ,001, east, 343 . 13 feet;
thence north 0004710011 east, 165.00 feet;
thence north 33020/4617 east, 364.32 feet;
thence north 89013100f, west, 490.61 feet to a point on the easterly
line of that certain parcel of land described as Strip No. 3 and
conveyed to the City of Kent by Quit Claim Dced dated October 15,
1982, recorded under Recording Number 8212130085, records of said
County;
thence along said easterly line, north 3302014671 east, 963 .89 feet
to a point that is 175 . 00 feet distant aoutheastcrly, measured
radially or at, right angles from said vegetation line;
thence parallel with said vegetation line, the following three (3)
courses:
1) north 67013151/1 oast, 78 .02 feet;
2) north 50024 / 0411 east, 92 .57 feet;
3) north 39056130// east, 103 . 12 feet;
thence south 89008 /3711 east,, 985.514 feet;
thence north 0005112311 east, 499.06 feet to a point on the east-west
centerline of. said Section 11;
thence along said east-west centerline, south 8901715311 east,
1372. 95 feet to the paint of beginning.
PARCEL H:
Parcel 2 of City of Kent Lot Line Adjustment No. LL-89-33, being
more particulary described as follows:
A parcel of land situate in the west half of the northwest quarter
of Section 14, Township 22 North, Range 4 East, W.M. , in King
County, Washington, more particularly described as follows:
Commencing at the north quarter corner of said Section 14 ;
thence along the north line of said section, north 88059 / 2111 west,
720 . 32 feet to a point on the east line of the D. A. Neely Donation
Land Claim;
thence along the east line of said Donation Land Claim, south
01005147f1 west, 149.32 feet;
thence north 89013100,, west, 1400.70 feet to the TRUE POINT OF
BEGINNING;
(legal description, continued)
ITO*39dd — SS:9I C6. S nON
SUPPLEMENTAL TITLE REPORT
Page 9
Order No. 214920
LEGAL DESCRIPTION:
thence south 04025124" east . 212. 64 feet, to the beginning of a
curve, concave westerly, having a radius of 218.00 feet;
thence southerly along said curve, through a central angle of
05031 '11" , 21 .00 feet;
thence south 01005147" west, 585.31 foot;
-thence south 88054113" west, 1611.11 feet, to a point on the east
line of that parcel of land conveyed from Union Pacific Land
Resources Corporation to the City of Kent by Donation Quit Claim
Deed, and recorded under Recording Number 6411070009, in records of
said County;
thence along the east line of said parcel the following nine courses:
1) north 30057111" east, 73 .44 feet;
2) north 33014116" east 61 .48 feet;
3) north 29658108" east, 95.49 feet;
4) north 26008129" east, 83 .10 feet;
5) north 18040137" east, 108 .89 feet;
6) north 20025145" east, 75. 50 feet;
7) north 15034147" east, 115.48 feet;
8) north 18020113" east, 173 .42 feet;
9) north 15012'll" east, 86.40 feet;
thence south 89013100" east, 1279. 88 feet, to the TRUE POINT OF
BEGINNING.
PARCEL I :
Parcel 3 of City of Kent Lot Line Adjustment No. LL-89-33, being
more particularly described as follows:
A parcel of land situate in the west half of the northwest quarter
of Section 14 , Township 22 North, Range 4 East, W.M. , in King
County, Washington, more particularly described as follows:
Commencing at the north quarter corner of said Section 14 ;
thence along the north line of said section, north 88659121" west,
720 .32 feet to a point on the east line of the D. A. Neely Donation
Land Claim;
thence along the east line of said Donation Land Claim, south
010051470 west, 149.32 feet;
thence north 89013100" west, 140U .70 feet;
thence south 04025124" east, 212.64 feet, to the beginning of a
curve, concave westerly, having a radius of 218. 00 feet ;
thence southerly along said curve, through a central angle of
0503111111 , 21 .00 feet;
(legal description, continued)
210' 39dd ZS 91 N6 r1 N+
.it �_+ ' r 's: •.'r�•+lt.y1• _ ., •�,..\•i !}+j:f ♦.L 1^.. •♦ � W ..,
'7li�li r--.•M .I .. • T •.. r,� r1 �.1� } Vr�.tV ,P::
• �. � .i• r _• .... ��:.511.}� .. r.'•irr? N. '�•+ t � �' ..j,( •'��}•.iv.)s KS>r, � '+�` "h6£ E�"k'
._. ....:►i::r..►...ss►Rv.-,_. ..:�.c r.� :r.ri.��'7r...a... ryS t i:�vi..t Ylr'!}..A.l�i X .. _..Yf��.:. f -;L� r.+4.t• .
SENT BY: 11- 5-83 10:50 STERrART TITLE y 411/I2
SUPPLEMENTAL TITLE REPORT
Page 10
Order No. 214920
LEGAL DESCRIPTION:
thence south 01005147" west, 585 .3.1 feet, to the TRUE POINT OV
BEGINNING;
thence south 01005147/1 west, 1454 .00 feet, to a point on the
northerly line of T. S. Russell Road conveyed by Union Pacific Land
Resources Corporation to the City of Kent, by Quit Claim Deed
recorded under Recording Number 8212130085, record of said County;
thence along said northerly line the following three courses:
1) north 88°27' 57" west, 26 .20 feet, to the beginning of a
curve concave northerly, having a radius of 670 .16 feet ;
2) westerly, along said curve, through a central angle of
1004113011 , 125 .06 feet;
3) north 77046 , 27" west, 70 .74 feet, to a point on that
certain parcel of land conveyed from Upland Industrial
Development Company to the City of Kent by Statutory Warranty
Deed recorded under Recording Number 8907201051, records of
said County;
thence along the northeasterly line of said deeded parcel the
following five courses :
1) north 12013133" east, 10 .00 feet;
2) north 78010 '40" west, 111 .28 feet;
3) north 81004125" west, 188 . 81 feet;
4) north 60022146" wei3t , 413 .80 feet;
5) north 2804314811 west, 249 .56 feet, to a point on that
certain parcel of land conveyed from Union Pacific Land
Resources Corporation to the City of Kent by Donation Quit
Claim Deed, and recorded under Recording Number 8411070009 in
records of said County;
thence along the east line of said parcel the following sixteen
courses:
1) north 03056132/1 east, 58 .45 feet;
2) north 03026,0011 west, 70 .20 feet;
3) north 06*4111011 west, 119 .35 Lee;. ;
4) north 25040, 061, west, 131 .76 feet;
5) north 35034136f�/, west, 88 .29 feet;
6) north 400441081/ went, 73 .24 feet ;
7) north 48010,091, west, 77. 85 feet;
6) north 55006 ,1911 west, 63 . 35 feet;
9) North 6001414411 west, 174 . 53 feet;
10) north 5601911211 west, 136 .49 feet;
11) north 48046104" wart, 71. 93 feet;
12) north 2105314411 west, 74. 82 feet;
13) north 01027 /50/, west, 17.42 feet;
EI0 ' 39bd 49:91 E6, S n ON
SUPPLEMENTAL TITLE REPORT
Page 11
order No. 214920
LEGAL DESCRIPTION:
14) north 11027 '43" east, 31.99 feet.;
15) north 26011109" east, 51.40 feed
16) north 30057 /110 east, 15.76 feet;
thence south 88054113" east, 1611.11 feet, to the TRUE POINT OF
BEGINNING.
END OF LEGAL DESCRIPTION
11/4354F
1-2409-119
EXHIBIT B
ENVIRONMENTAL REPORT(S) AND DOCUMENTS
1. Phase I Environmental Assessment
of the Van Doren's Landing Site
UPRC J53 1030 033 06
Kent, Washington
For Skadden, Arps, Slate, Meagher & Flom
Final Report
Prepared on Behalf of: Union Pacific Corporation
Prepared by: ICF Technology Incorporated
Date: September 26, 1989
2 . Phase II Environmental Audit, Northwest Region
Van Doren's Landing, Kent, Washington
Project No. TC 3914-08
Prepared by: Tetra Tech, Inc.
Dated: December 20, 1989
3. Wetland Assessment of the Upland Industrial Development
Company and Union Pacific Land Resources Corporation
Properties
Project No. 92061
Prepared by: Raedeke Associates, inc.
Dated: March 29, 1993
11/05/93 1
1-2409-119
EXHIBIT C
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF KENT
220 4th Avenue South
Kent, Washington 98032
Attn:
(Space above for Recorder's use only)
STATUTORY WARRANTY DEED
UPLAND INDUSTRIAL DEVELOPMENT COMPANY, a corporation of the
State of Nebraska ("Grantor") , for the sum of TEN DOLLARS ($10.00)
and other good and valuable consideration, the receipt whereof is
hereby acknowledged, hereby conveys and warrants to CITY OF KENT,
a municipal corporation of the State of Washington, whose address
is 220 4th Avenue South, Kent, Washington 98032 ("Grantee") , the
real property (the "Property") in the City of Kent, King County,
Washington, more particularly described in Exhibit A attached
hereto and hereby made a part hereof.
This deed is made SUBJECT TO the following:
(a) All taxes and assessments, or, if payable in
installments, all installments of assessments, levied upon or
assessed against the Property which became or may become due
and payable in the year 1993 shall be prorated as of the date
of delivery of this deed by Grantor to Grantee, said date
being the day of December, 1993.
(b) All liens, encumbrances, clouds upon, impairments of
and defects in the title created or permitted to be created by
Grantee on and after the date of delivery of this deed by
Grantor to Grantee, and any and all restrictions and
limitations imposed by public authority, and any outstanding
rights of record, including, without limitation, the
following:
(i) (Any matters disclosed by the title report
and/or Survey approved or waived by Purchaser pursuant to
Section 3 (a) of the Purchase and Sale Agreement, will be
inserted. ]
11/05/93 1
1-2409-119
IN WITNESS WHEREOF, Grantor has caused this instrument to be
executed by its proper officers this day of ,
1993 .
UPLAND INDUSTRIAL DEVELOPMENT
Attest: COMPANY
(Seal) By:
Assistant Secretary Title:
11/05/93 2
1-2409-119
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On , 1993, before me,
a Notary Public in and for said County and
State, personally appeared and ,
Senior Vice President and Assistant Secretary of UPLAND INDUSTRIAL
DEVELOPMENT COMPANY, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument, and acknowledged to me that
they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
(SEAL)
11/05/93 3
1-2409-119
EXHIBIT A TO EXHIBIT C
LEGAL. DESCRIPTION OF PROPERTY TO BE ATTACHED
11/05/93 4
1-2409-119
EXHIBIT D
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF KENT
220 4th Avenue South
Kent, Washington 98032
Attn:
(Space above for Recorder's use only)
STATUTORY WARRANTY DEED
UNION PACIFIC LAND RESOURCES CORPORATION, a corporation of the
State of Nebraska ("Grantor") , for the sum of TEN DOLLARS ($10.00)
and other good and valuable consideration, the receipt whereof is
hereby acknowledged, hereby conveys and warrants to CITY OF KENT,
a municipal corporation of the State of Washington, whose address
is 220 4th Avenue South, Kent, Washington 98032 ("Grantee") , the
real property (the "Property") in the City of Kent, King County,
Washington, more particularly described in Exhibit A attached
hereto and hereby made a part hereof.
This deed is made SUBJECT TO the following:
(a) All taxes and assessments, or, if payable in
installments, all installments of assessments, levied upon or
assessed against the Property which became or may become due
and payable in the year 1993 shall be prorated as of the date
of delivery of this deed by Grantor to Grantee, said date
being the day of December, 1993.
(b) All liens, encumbrances, clouds upon, impairments of
and defects in the title created or permitted to be created by
Grantee on and after the date of delivery of this deed by
Grantor to Grantee, and any and all restrictions and
limitations imposed by public authority, and any outstanding
rights of record, including, without limitation, the
following:
(i) (Any matters disclosed by the title report
and/or Survey approved or waived by Purchaser pursuant to
Section 3 (a) of the Purchase and Sale Agreement, will be
inserted. ]
11/05/93 1
1-2409-119
IN WITNESS WHEREOF, Grantor has caused this instrument to be
executed by its proper officers this day of ,
1993.
UNION PACIFIC LAND RESOURCES
Attest: CORPORATION
(Seal) By:
Assistant Secretary Title:
11/05/93 2
1-2409-119
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On , 1993, before me,
a Notary Public in and for said County and
State, personally appeared and
41
Senior vice President and Assistant Secretary of UNION PACIFIC LAND
RESOURCES CORPORATION, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons whose names
are subscribed to the within instrument, and acknowledged to me
that they executed the same in their authorized capacities, and
that by their signatures on the instrument the persons, or the
entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public
(SEAL)
11/05/93 3
1-2409-119
EXHIBIT A TO EXHIBIT D
LEGAL DESCRIPTION OF PROPERTY TO BE ATTACHED
11/05/93 4
1-2409-119
EXHIBIT E
CERTIFICATION OF NON-FOREIGN STATUS
Under Section 1445(e) of the Internal Revenue Code, a
corporation, partnership, trust, or estate must withhold tax with
respect to certain transfers of property if a holder of an interest
in the entity is a foreign person. To inform the transferee, CITY
OF KENT, that no withholding is required with respect to the
trustor of a U.S. real property interest by UNION PACIFIC LAND
RESOURCES CORPORATION, the undersigned hereby certifies the
following on behalf of UNION PACIFIC LAND RESOURCES CORPORATION:
1. UNION PACIFIC LAND RESOURCES CORPORATION is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income
Tax Regulations) ;
2. UNION PACIFIC LAND RESOURCES CORPORATION'S U.S. employer
identification number is 13-2678588; and
3 . UNION PACIFIC LAND RESOURCES CORPORATION'S office address
is 1416 Dodge Street, Omaha, Nebraska 68179, and place of
incorporation is Nebraska.
UNION PACIFIC LAND RESOURCES CORPORATION agrees to inform the
transferee if it becomes a foreign person at any time during the
three year period immediately following the date of this notice.
UNION PACIFIC LAND RESOURCES CORPORATION understands that this
certification may be disclosed to the Internal Revenue Service by
the transferee and that any false statement contained herein could
be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
Certification and to the best of my knowledge and belief it is
true, correct and complete, and I further declare that I have
authority to sign this document on behalf of UNION PACIFIC LAND
RESOURCES CORPORATION.
UNION PACIFIC LAND RESOURCES
CORPORATION
By:
Title:
Date:
11/05/93
1-2409-119
�RHIBIT F
CERTIFICATION OF NON-FOREIGN STATUS
Under Section 1445(e) of the Internal Revenue Code, a
corporation, partnership, trust, or estate must withhold tax with
respect to certain transfers of property if a holder of an interest
in the entity is a foreign person. To inform the transferee, CITY
OF KENT, that no withholding is required with respect to the
trustor of a U.S. real property interest by UPLAND INDUSTRIAL
DEVELOPMENT COMPANY, the undersigned hereby certifies the following
on behalf of UPLAND INDUSTRIAL DEVELOPMENT COMPANY:
1. UPLAND INDUSTRIAL DEVELOPMENT COMPANY is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income
Tax Regulations) ;
2. UPLAND INDUSTRIAL DEVELOPMENT COMPANY'S U.S. employer
identification number is 13-3109307; and
3 . UPLAND INDUSTRIAL DEVELOPMENT COMPANY'S office address is
1416 Dodge Street, Omaha, Nebraska 68179, and place of
incorporation is Nebraska.
UPLAND INDUSTRIAL DEVELOPMENT COMPANY agrees to inform the
transferee if it becomes a foreign person at any time during the
three year period immediately following the date of this notice.
UPLAND INDUSTRIAL DEVELOPMENT COMPANY understands that this
certification may be disclosed to the Internal Revenue Service by
the transferee and that any false statement contained herein could
be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
Certification and to the best of my knowledge and belief it is
true, correct and complete, and I further declare that I have
authority to sign this document on behalf of UPLAND INDUSTRIAL
DEVELOPMENT COMPANY.
UPLAND INDUSTRIAL DEVELOPMENT
COMPANY
By:
Title:
Date:
11/05/93