HomeMy WebLinkAboutCAG2001-0489 - Other - Borden Chemical, Inc. - Escrow Instructions & Certificate - 02/09/2001 Presto nI GatesI Ellis LLP
thanes@prestongates com
(206) 4 6 7-2 6 9 1
February 13, 2001
OVERNIGHT MAIL
Ms. Jacki Skaught
Economic Development Manager
City of Kent
220 4th Avenue South
Kent, WA 98032-5895
Re: City of Kent/Borden Chemical
Dear Jacki:
Enclosed please find for your safekeeping the following documents executed as part of
the transaction referenced above:
1. Final Settlement Statements
2. Acknowledged Escrow Instructions
3. Original Executed Certificate
4. Original Executed Lease
5. Original Executed Loan Agreement
6. Original Executed Purchase and Sale Agreement
7. Copy of Real Estate Excise Tax Affidavit
8. Original Executed Certificate of Non-Foreign Status
9. Copy of the Bargain and Sale Deed (original will be sent to you upon recording)
10. Copy of the Quit Claim Deed(original will be sent to you upon recording)
11. Copy of the LPO Letter
Please call if you have any questions. It was a pleasure working with you and I look
forward to it again in the future.
Very truly yours,
PRESTON GATES &ELLIS LLP
By
Diane R. Stokke
DRS:jct
Enclosures
K\20093\00004\DRS\DRS_L21 DIN
A LAW FIRM I A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES
701 FIFTH AVENUE, SUITE 5000 SEATTLE, WA 98104-7078 TEL: (206)623-7580 FAX- t206)623-7022 www prestongates corn
Anchorage Coeur d'Alene Hong Kong Los Angeles Orange County Palo Alto Portland San Francisco Seattle Spokane Washington, DC
Date: 09-Feb-01 Time: 11: 57 AM
BUYER(S) FINAL CLOSING STATEMENT
Prepared by
PACIFIC NORTHWEST TITLE COMPANY
215 COLUMBIA STREET, 4TH FLOOR
SEATTLE, WASHINGTON 98104-1511
(206) 622-1040 OR 1-800-634-5544
Buyer(s) : CITY OF KENT
Seller(s) : BORDEN CHEMICAL, INC.
Lender: KING COUNTY
Property:
Closing date : 02/09/2001 Proration date: 02/09/2001
Escrow Officer : DIAN MAXWELL
File Number: 45059360
DEBIT CREDIT
SALES PRICE 11,127,800.00
NEW LOANS:
NEW LOAN AMOUNT 9,000,000.00
REMITTER: KING COUNTY
DEPOSITS:
WK CHG PREV PAID 358.38
REMITTER: CITY OF KENT
DEPOSIT FROM BUYER 2,174,870.00
REMITTER: CITY OF KENT
PRORATIONS:
SPECIAL DISTRICT TAXES - PARCEL A 59.64
from 01/01/01 to 02/09/01 @ $ 1. 52932 per day
SPECIAL DISTRICT TAXES - PARCEL B 20.32
from 01/01/01 to 02/09/01 @ $ 0. 52107 per day
SPECIAL DISTRICT TAXES - PARCEL C 44.82
from 01/01/01 to 02/09/01 @ $ 1.14915 per day
SPECIAL DISTRICT TAXES - PARCEL D 14.43
from 01/01/01 to 02/09/01 @ $ 0.36989 per day
LEASES - LEASEBACK + EXCISE 13,299.00
from 02/09/01 to 03/01/01 @ $ 664.95000 per day
MISCELLANEOUS ADJUSTMENTS:
HAZARD LIABILITY INSURANCE 30,115.00
NEW LOAN CHARGES:
LOAN ORIGINATION FEE 45,000.00
PAYEE: KING COUNTY
ATTORNEY FEES 2,000.00
PAYEE: JAMESON BABBITT STITES & LOMBARD PLLC
ESCROW CHARGES:
ESCROW CHARGES 2,715.00
PAYEE: PACIFIC NORTHWEST TITLE
DOCUMENT PREPARATION FEE - EXCISE TAX AFFIDAVIT 10.00
PAYEE: EDWIN C. LAGERQUIST PS
COURIER/EXPRESS/WIRE FEES 100.00
PAYEE: PACIFIC NORTHWEST TITLE
TITLE CHARGES:
OWNER' S TITLE POLICY 4,199.56
Liability amount (OTP) $11,127,800.00
PAYEE: PACIFIC NORTHWEST TITLE
ENDORSEMENT CHARGES - comp,103.7 ,116.1,116.4 543.00
PAYEE: PACIFIC NORTHWEST TITLE
ADDL WORK CHARGE 358.38
PAYEE: PACIFIC NORTHWEST TITLE
RECORDING FEES/TRANSFER CHARGES:
RECORDING FEES Deed amount $24.10 24.10
PAYEE: PACIFIC NORTHWEST TITLE
(Continued on next page) Page: 1
✓Y I.G• V I L G✓ V i J.1N1G. i l. J! i -L
Buyer Final Closing Statement (continued)
File Number: 45059360
DEBIT CREDIT
SUBTOTALS: 11,182,750.04 11,218,781.59
BALANCE DUE TO BUYER: 36,031.55
TOTALS: 11,218,781.59 11,218,781.59
PACIFIrnNORTHWEST TITLE COMPANY
BY:
Page: 2
Date: 09-Feb-01 Time: 11:57 AM
SELLER(S) FINAL CLOSING STATEMENT
Prepared by
PACIFIC NORTHWEST TITLE COMPANY
215 COLUMBIA STREET, 4TH FLOOR
SEATTLE, WASHINGTON 98104-1511
( 206) 622-1040 OR 1-800-634-5544
Seller(s) : BORDEN CHEMICAL, INC.
Buyer(s) : CITY OF KENT
Lender: KING COUNTY
Property:
Closing date : 02/09/2001 Proration date: 02/09/2001
Escrow Officer : DIAN MAXWELL
File Number : 45059360
DEBIT CREDIT
SALES PRICE 11,127,800.00
PRORATIONS:
SPECIAL DISTRICT TAXES - PARCEL A 59.64
from 01/01/01 to 02/09/01 @ $ 1. 52932 per day
SPECIAL DISTRICT TAXES - PARCEL B 20.32
from 01/01/01 to 02/09/01 @ $ 0.52107 per day
SPECIAL DISTRICT TAXES - PARCEL C 44.82
from 01/01/01 to 02/09/01 @ $ 1.14915 per day
SPECIAL DISTRICT TAXES - PARCEL D 14.43
from 01/01/01 to 02/09/01 @ $ 0.36989 per day
LEASES - LEASEBACK + EXCISE 13,299.00
from 02/09/01 to 03/01/01 @ $ 664.95000 per day
MISCELLANEOUS ADJUSTMENTS:
HAZARD LIABILITY INSURANCE 30,115.00
PAYOFFS:
HOLDBACK PER PSA 50,000.00
PAYEE: PACIFIC NORTHWEST TITLE
HOLDBACK PER PSA AGREEMENT
ESCROW CHARGES:
ESCROW CHARGES 2,715.00
PAYEE: PACIFIC NORTHWEST TITLE
DOCUMENT PREPARATION FEE - EXCISE TAX AFFIDAVIT 10.00
PAYEE: EDWIN C. LAGERQUIST PS
COURIER/EXPRESS/WIRE FEES 30.00
PAYEE: PACIFIC NORTHWEST TITLE
TITLE CHARGES:
OWNER'S TITLE POLICY 14,527.43
Liability amount (OTP) $11,127,800.00
PAYEE: PACIFIC NORTHWEST TITLE
SUBTOTALS: 110,835.64 11,127,800.00
BALANCE DUE TO SELLER: 11,016,964.36
TOTALS: 11,127,800.00 11,127,800.00
PACIFI N RTHWEST TI LEf COMPANY
r`
BY:
Page: 1
Preston Gatesl Ellis LLP
February 8, 2001
BUYER'S ESCROW INSTRUCTIONS
Pacific Northwest Title Company of Washington, Inc.
215 Columbia Street
Seattle,Washington 98104
Attention: Dian Maxwell
Escrow Officer
Re: Your Title Order No. 393556
Your Escrow No. 45059360
Dear Dian:
We are special counsel to the City of Kent, a Washington municipal corporation in
connection with the acquisition by the City of certain real property situated in the City of Kent,
King County, Washington and legally described in Pacific Northwest Title Company of
Washington's preliminary commitment for title insurance order no. 393556 second report dated
November 29, 2000, as supplemented (the "Title Report") (the "Real Property"). A copy of the
Real Property Purchase and Sale Agreement dated February 8, 2001 (the "Purchase Agreement")
between Borden Chemical, Inc., a Delaware corporation, as seller ("Seller") and the City of
Kent, as buyer ("Buyer") is enclosed herewith.
The Purchase Price for the Real Property is $11,127,800 as adjusted in accordance with
the provisions of sections 7.5 and 7.6 of the Purchase Agreement. The Purchase Price will be
paid by Buyer in cash at closing. $50,000 of the Purchase Price (the "Environmental Holdback")
shall be retained by the Title Company and deposited into an interest-bearing account mutually
acceptable to Seller and Buyer and used to reimburse Buyer for the costs required to remedy any
Discovered Hazardous Substances as defined in and pursuant to the terms and conditions set
forth in Article IX of the Purchase Agreement.
A. We enclose or there will be delivered to you the following fully executed original
documents for delivery, recording and/or filing in accordance with these instructions:
1. Original Purchase Agreement between Seller and Buyer which has been
fully executed by Seller and Buyer;
2. Bargain and Sale Deed to the Real Property as to Parcels A, B and C of
the Real Property as legally described in the Title Report executed by Seller in favor of Buyer
and a Quitclaim Deed to Parcel D of the Real Property as legally described in the Title Report
executed by Seller in favor of Buyer (the Bargain and Sale Deed and the Quitclaim Deed are
hereinafter referred to collectively as the "Deed")together with a duly executed real estate excise
tax affidavit. Please note that since the conveyance of the Real Property is under threat of
A LAW FIRM I A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES
701 FIFTH AVENUE, SUITE 5000 SEATTLE, WA 98104-7078 TEL: 1206)623-7580 FAX: f206)623-7022 www prestongates com
Anchorage Coeur d'Alene Hong Kong Los Angeles Orange County Palo Alto Portland San Francisco Seattle Spokane Washington, DC
Ms. Dian Maxwell
February 8, 2001
Page 2
condemnation, the conveyance of the property is exempt from payment of real estate excise tax
pursuant to WAC 458-61-420(1)(c);
3. Certificate of Seller re Non-Foreign Status executed by Seller in favor of
Buyer (the "FIRPTA Affidavit");
4. Duplicate originals of the Lease executed by Seller and Buyer (the
"Lease");
5. Confirmation of Warranties executed by Seller in favor of Buyer (the
"Seller's Confirmation");
6. Confirmation of Warranties executed by Buyer in favor of Seller (the
"Buyer's Confirmation").
It is our intention that the enclosed documents be delivered, recorded and/or filed by you
in accordance with these instructions no later than 12:00 noon, Friday, February 9, 2001, with
the sales proceeds, less the amount of the Environmental Holdback being disbursed by you to or
for the direction of the Seller on the same business day. Please date all documents the date of
closing.
On your telephonic assurance to the undersigned that you are able to meet conditions
numbered B(1) through B(8) below, Buyer will cause the sum of$11,091,944.35 representing
the Purchase Price and Buyer's share of recording fees, title insurance premiums and escrow
charges as set forth on Buyer's closing statement approved pursuant to Paragraph B(2) below to
be wired to Bank of America, Commercial Account Service Center, 800 Fifth Avenue, Seattle,
Washington 98104, ABA Number 125000024, for credit to the account of Pacific Northwest
Title Company of Washington, Inc., account number 67143313. Please reference Escrow No.
45059360 re: Borden Chemical, Inc./City of Kent Attention: Dian Maxwell with instructions to
the bank to give telephonic advice to Dian Maxwell at Pacific Northwest Title Company of
Washington, Inc., telephone number(206) 343-1320 immediately upon receipt of funds.
B. You are authorized to disburse this sum as hereinafter set forth upon the
happening of the following events, and only upon the happening of the following events:
1. Satisfaction of certain conditions to be satisfied outside of this escrow.
The ersigned will notify you when these conditions have been satisfied.
2. The approval by Buyer of the closing statements for the Real Property.
3. Pacific Northwest Title Company of Washington, Inc. (the "Title
Company") is irrevocably committed to issue of an ALTA owner's policy of title insurance
(Form B 10/17/70) in favor of Buyer with liability in the amount of$11,127,800 showing title to
Ms. Dian Maxwell
February 8, 2001
Page 3
the Real Property vested in Buyer, subject only to the Lease and the special exceptions and
endorsements as shown in the pro forma ALTA owner's policy of title insurance attached hereto
as Exhibit A (the "Owner's Policy"). The Owner's Policy must be in exactly the form attached
hereto as Exhibit A. No other exceptions may be reflected in the Owner's Policy.
The legal description set forth in the Deed and Owner's Policy must be identical.
4. Record the Deed to the Real Property with the King County Division of
Records and Elections.
5. Deposit the Environmental Holdback into an interest-bearing account
established by you with Bank of America. The Environmental Holdback shall be held by you
and funds disbursed in accordance with the provisions set forth in Article IX of the Purchase
Agreement.
6. Please advise Diane Stokke at (206) 623-7580 immediately after the Deed
has been recorded. Please deliver the original recorded Deed to the City of Kent.
7. Please deliver the Confirmation of Warranties referred to in Paragraph A
(5) above to Buyer. Please deliver the Confirmation of Warranties referred to in Paragraph A(6)
to Seller. Please deliver the fully executed Purchase and Sale Agreement referred to in
Paragraph A(1) to Seller. Please deliver the fully executed Lease to both Seller and Buyer.
Please deliver all other documents to Diane Stokke. Please deliver a copy of all fully executed
documents listed in Paragraph A above, including certified copies of all recorded documents, to
the undersigned.
8. Payment of all title insurance fees, real estate taxes, escrow fees, recording
costs and any and all other costs which may be incurred in closing the transaction are to be
allocated between Seller and Buyer in accordance with the Purchase Agreement
C. Upon your telephonic assurance that all of the conditions listed in Paragraph B(1)
hrough B(8) have been satisfied and that all steps have been taken to assure that Buyer is the
owner of the Real Property, subject only to the Lease and that the Owner's Policy will be issued
in the form required above, you are authorized to disburse the Purchase Price less the
Environmental Holdback and Seller's share of closing costs as set forth on Seller's closing
statement approved pursuant to Paragraph B(2) above on the date of Closing in accordance with
instructions you will receive from the Seller or its attorneys.
An original and duplicate original of the Owner's Policy and the originals of all recorded
documents should be delivered to Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth
Avenue, Seattle, Washington 98104-7078, Attention: Diane R. Stokke. The Owner's Policy
must be delivered within 21 days of closing.
Ms. Dian Maxwell
February 8, 2001
Page 4
We understand that in connection with the sale of the Real Property you may be receiving
escrow instructions from attorneys for the Seller. You may comply with those instructions so
long as they do not conflict with any provisions of these instructions.
If you have any questions or if you cannot comply with the foregoing instructions within
the time period established by the parties, you are not authorized to record the enclosed
documents. If you are unable to record the enclosed documents on or before 12:00 noon Friday,
February 9, 2001,please call me without delay.
These instructions may only be modified, amended, supplemented, or revoked in writing
by the undersigned attorneys.
PLEASE IMMEDIATELY RETURN BY FACSIMILE AN EXECUTED COPY OF
THESE INSTRUCTIONS.
Very truly yours,
PRESTON GATES&ELLIS LLP
By / kl
Diane R. Stokke
Counsel to Buyer City of Kent
DRS:jct
Enclosures
cc: William L. Green
Brent McFall
Jacki Skaught
The undersigned acknowledges receipt of the within escrow instructions and the
documents described herewith and agrees to proceed in strict accordance therewith. The
undersigned further agrees that the Title Insurance Company is irrevocable committed to issue
the Title Policies and reinsurance in the form required by these instructions.
PACIFIC NORTHWEST TITLE COMPANY OF
WASH T N, INC.
6-7-�:�> � Z 2 1 9�
Its
Date
K\20093\00004\DRS\DRS A21AE
Extended Coverage
PACIFIC NORTHWEST TITLE INSURANCE COMPANY, INC.
A.L.T.A. OWNER'S POLICY
PROFORMA
SCHEDULE A
Order No. : 393556 Policy No. : XXXX-XXXXX
Policy Date: XXXXXXXXXXXXX Policy Amount: $11, 127, 800. 00
at XX:XX
1. Name of Insured:
CITY OF KENT
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
4. The land referred to in this Policy is described as follows:
As on Schedule A, pages 2 through 5, inclusive, attached.
Policy No. : XXXX-XXXXX
SCHEDULE A
Page 2
The land referred to in this policy is in the County of King, State of
Washington, and described as follows:
PARCEL A:
That portion of the northwest quarter of the northeast quarter of
Section 24, Township 22 North, Range 4 East, W.M. , in King County,
Washington, described as follows:
Commencing at the northeast corner of said northwest quarter of the
northeast quarter;
thence west along the north line thereof to a point in a line
parallel with and distant 30 feet west, measured at right angles,
from the east line of said northwest quarter of the northeast
quarter, said parallel line being the west line of 1st Avenue North;
thence south 00013130" west along said west line a distance of
548 .0 feet to the TRUE POINT OF BEGINNING;
thence continuing south 00013130/, west along said west line a
distance of 214 .45 feet;
thence southwesterly and westerly on a curve to the right, radius of
265.44 feet, which curve is not tangent to said west line, a
distance of 203 .73 feet to a point of tangency in a line hereinafter
called line "A" , which bears south 89058, 30" west from a point in
said west line south 00013130" west, a distance of 289.58 feet from
the TRUE POINT OF BEGINNING, said point of tangency being distant
184.73 feet westerly, measured along said line "A" from said west
line;
thence south 89°58130" west, a distance of 226.9 feet;
thence on a curve to the right, radius of 742.0 feet, a distance of
221.77 feet;
thence north 72°53130" west a distance of 108.4 feet to a point of
curve;
thence on a curve to the left, radius 787.0 feet, a distance of
169.14 feet, more or less, to a point in the east line of 4th Avenue
North, distant 97.38 feet north, measured along said east line, from
said line "A";
thence north 00013130" east along said east line of 4th Avenue
North, a distance of 427.20 feet;
thence north 89058130" east parallel with said line "A" a distance
of 440.964 feet to a point in the centerline of the 10 foot right of
way easement for a sewer pipe line heretofore granted to the City of
Kent;
thence southerly along said center line to a point in a line
parallel with and distant 289.58 feet northerly, measured at right
angles, from said Line "A" , which point is south 89058130" west a
distance of 457.522 feet from the TRUE POINT OF BEGINNING;
thence north 89058130" east a distance of 457.522 feet to the TRUE
POINT OF BEGINNING
(continued)
Policy No. : XXXX-XXXXX
SCHEDULE A
Page 3
LEGAL DESCRIPTION, continued:
EXCEPT that portion thereof condemned in King County Superior Court
Cause Number 706251.
PARCEL B:
That portion of the northwest quarter of the northeast quarter of
Section 24, Township 22 North, Range 4 East, W.M. , in King County,
Washington, described as follows:
Commencing at the northeast corner of said northwest quarter of the
northeast quarter;
thence west along the north line thereof to a point in a line
parallel with and distant 30 feet west, measured at right angles,
from the east line of said northwest quarter of the northeast
quarter, said parallel line being the west line of 1st Avenue North;
thence south 00013130/1 west along said west line, a distance of
548.0 feet to the TRUE POINT OF BEGINNING;
thence south 89058130/1 west a distance of 457.522 feet to a point in
the center line of the 10-foot right of way easement for a sewer
pipe line heretofore granted to the City of Kent;
thence northerly along said center line to a point in a line
parallel with and distant 235.0 feet north, measured at right
angles, from the last described course;
thence north 89058130/1 east a distance of 458 .556 feet to said west
line;
thence south 00013130/1 west along west line a distance of 235 feet,
more or less, to the TRUE POINT OF BEGINNING;
PARCEL C:
That portion of the northwest quarter of the northeast quarter of
Section 24, Township 22 North, Range 4 East, W.M. , in King County,
Washington, described as follows:
Commencing at the northeast corner of said northwest quarter of the
northeast quarter;
thence west along the north line thereof to a point in a line
parallel with and distant 30 feet west, measured at right angles,
from the east line of said northwest quarter of the northeast
quarter, said parallel line being a northerly production of the west
line of First Avenue North;
thence south 00013130/1 west along said produced west line to a point
distant 33 feet south, measured at right angles, from the north line
of said northwest quarter of the northeast quarter, said point being
the intersection of the west line of First Avenue North and the
south line of James (Winner) Street, and the point of beginning;
(continued)
Policy No. : XXXX-XXXXX
SCHEDULE A
Page 4
LEGAL DESCRIPTION, continued:
thence continuing south 00°13130" west along said west line, a
distance of 280 feet;
thence south 89058130/1 west a distance of 899.52 feet to the east
line of Fourth Avenue North;
thence north along said east line a distance of 280 feet to the
south line of James (Winner) Street;
thence east along said south line to the point of beginning;
EXCEPT that portion thereof condemned in King County Superior Court
Cause Number 706251.
PARCEL D:
That portion of Tract X described as follows:
Beginning at the most southwesterly corner of the parcel land
conveyed by Northwestern Improvement Company to The Borden Company
under deed dated April 12, 1956 and recorded under Recording Number
4688725, records of King County, Washington, being a point in the
east line of 41n Avenue in the City of Kent;
Thence south 0°13111° west along said east line 18.2 feet;
Thence south 72053130/1 east 270.58 feet to a point of curve;
Thence easterly on a curve to the left with a radius of 776.62 feet,
a distance of 108.07 feet;
Thence north 9008107/1 east 22.3 feet to a point of curve from a
tangent bearing south 80051153/1 east;
Thence easterly on a curve to the left, with a radius of 754.32
feet, a distance of 120.6 feet;
Thence north 00001130/1 west 12.7 feet, more or less, to the
southerly line of the above-mentioned parcel of land;
Thence westerly along said southerly line to the point of beginning;
(continued)
Policy No. : XXXX-XXXXX
SCHEDULE A
Page 5
LEGAL DESCRIPTION, continued:
Said Tract X described as follows:
That portion of the northwest quarter of the northeast quarter of
Section 24, Township 22 North, Range 4 East, in King County,
Washington, lying west of First Avenue North, east of 4th Avenue
North, north of Temperance Street and south of the following
described line:
Beginning at a point on the west line of First Avenue North 762 .45
feet south of the north line of said subdivision;
Thence southwesterly and westerly on a curve to the right, radius of
265.44 feet, which is not tangent to said west line, a distance of
203.73 feet to a tangency in a line hereinafter called line "A";
Thence south 89058130/1 west 226.9 feet;
Thence on a curve to the right, radius of 742 .0 feet, a distance of
221.77 feet;
Thence north 72°53130" west a distance of 108.4 feet to a point of
curve;
Thence on a curve to the left, radius 787. 0 feet, a distance of
169.14 feet, more or less, to a point on the east line of 4th Avenue
North.
END OF SCHEDULE A
• r
Policy No. : XXXX-XXXXX
SCHEDULE B
Page 6
Owner's Extended Coverage
PACIFIC NORTHWEST TITLE INSURANCE COMPANY, INC.
A.L.T.A. OWNER'S POLICY
SCHEDULE B
Policy No. : XXXX-XXXXX
This policy does not insure against loss or damage by reason of the
following:
SPECIAL EXCEPTIONS:
1. EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: City of Kent
PURPOSE: Constructing, operating, and
maintaining a sewer and standard
city manholes
AREA AFFECTED: A 10 foot wide strip over and across
said premises
RECORDED: April 2, 1947
RECORDING NUMBER: 3674629
2 . EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: Washington Natural Gas Company, a
Delaware Corporation
PURPOSE: Maintaining, operating, repairing,
altering, replacing and removing gas
pipe line
AREA AFFECTED: The description contained therein is
not sufficient to determine its
exact location within the property
herein described.
RECORDED: February 10, 1959
RECORDING NUMBER: 4995831
(continued)
Policy No. : XXXX-XXXXX
SCHEDULE B
Page 7
3 . AGREEMENT AND THE TERMS AND CONDITIONS THEREOF:
BY AND BETWEEN: City of Kent and Robert Ramsey, et
al
DATED: September 11, 1884
RECORDED: August 27, 1897
RECORDING NUMBER: 160080
REGARDING: Drainage ditch
4 . EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: Burlington Northern Inc. , a Delaware
corporation
PURPOSE: Operation, maintenance and
reconstruction of a spur track
AREA AFFECTED: An indeterminate portion of Parcel D
RECORDED: December 17, 1974
RECORDING NUMBER: 7410170373
Said instrument is a re-recording of instrument recorded under
Recording Number 7101150014.
5. Right to make necessary slopes for cuts or fills upon property
herein described as condemned in King County Superior Court Cause
Number 706251.
6. Right to make necessary slopes for cuts or fills upon property
herein described as condemned in King County Superior Court Cause
Number 708685.
7. LEASE, AND THE TERMS AND CONDITIONS THEREOF:
LESSOR: City of Kent
LESSEE: Borden Chemical Inc. , a Delaware
corporation
FOR A TERM OF: XXXXXXX
FROM: XXXXXXX
DATED: XXXXXXX
RECORDED: XXXXXXX
RECORDING NUMBER: XXXXXXX
END OF SCHEDULE B
XX/ed
ENDORSEMENT ATTACHED TO AND MADE A PART OF
POLICY OF TITLE INSURANCE
SERIAL NUMBER XXXX-XXXXX ISSUED BY
IAciFic NaRTHWITST TiTLL INSURANCECOMPANY,
The Company hereby insures the insured against loss or damage which the insured shall sustain by reason of the
failure of the land described in Schedule A to be contiguous. The company further insures the insured that there are no
strips, gaps or gorges not owned by the insured.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any
prior endorsements thereto Except to the extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount thereof.
PAcIFIc NoRTHWESr TITLE 'A
Insurance Company,Inc. President
Countersigned by:
�.,�tu INS&*.
c
Authorized Signatory
SEALff'=
�v 1926�,.f l�
PACIFIC NORTHWEST TITLE
Seattle,Washington
CLTA Form 116.4(Rev. 6-14-96)
• •
ENDORSEMENT ATTACHED TO AND MADE A PART OF
POLICY OF TITLE INSURANCE
SERIAL NUMBER XXXX-XXXXX ISSUED BY
I i i
The Company hereby insures the insured against loss or damage which the insured shall sustain by reason of the
failure of the land to be the same as that delineated on the plat of a survey made by Lonnie E. Carlson Triad Associates
F
22, 2000, designated Job No. 00-317, a copy of which is attached hereto and made a part hereof.
endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any
ments thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of
d any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
ase the face amount thereof.
PACIFIC NORTHWEST TITLE
Insurance Company,Inc. President
Countersigned by
Q3 r0:P0."f �$ Authorized Signatory
SEAL '<
vb 1928 ?�
�wASNINBtto
PACIFIC NORTHWEST TITLE
Seattle,Washington
CLTA Form 116.1 (Rev. 6-14-96)r
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ENDORSEMENT ATTACHED TO AND MADE A PART OF
POLICY OF TITLE INSURANCE
SERIAL NUMBER XXXX-XXXXX ISSUED BY
IAcirw , INSURANCE,LE
The Company insures the insured against loss or damage sustained by reason of any incorrectness in the assurance that,
at Date of Policy, the land described in Schedule A is and constitutes a legal subdivision in accordance with applicable
subdivision and platting statutes, ordinances, regulations and amendments thereto.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any prior
endorsements thereto, except that the insurance afforded by this endorsement is not subject to Section 1A of the
Exclusions from Coverage. Except to the extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount thereof
The total liability of the Company under said policy and any endorsements therein shall not exceed, in the aggregate, the
face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any prior
endorsements thereto Except to the extent expressly stated, it neither modifies any of the terms and provisions of the
policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount of insurance.
PACIFIC NORTHWEST TITLE
Insurance Company,Inc. President
Countersigned by.
�%ALE INS
e�S1 8,04c (N/'
Authorized Signatory
SEAL
ivy 7926
�'W43NINBT°� PACIFIC NORTHWEST TITLE
Seattle,Waslungton
Legal Lot Endorsement(Amended 2/91)
• s
ENDORSEMENT ATTACHED TO AND MADE A PART OF
POLICY OF TITLE INSURANCE
SERIAL NUMBER XXXX-XXXXXX ISSUED BY
The said policy is hereby amended in the following manner:
The Company hereby insures that insured against loss which said insured shall sustain by reason of any of the following
matters:
1. (a) Present violations on the land of any enforceable covenants, conditions or restrictions;
(b) Except as shown in Schedule B, encroachments of buildings, structures or improvements located on the
land onto adjoining lands, or any encroachments onto the land of buildings, structures or improvements
located on adjoining lands.
2. (a) Unmarketability of the title to the estate or interest referred to in Schedule A by reason of any violations
on the land, occurring prior to acquisition of title to the estate or interest referred to in Schedule A by the
insured, of any covenants, conditions or restrictions.
3. Damage to existing improvements, including lawns, shrubbery or trees
(a) Which are located or encroach upon that portion of the land subject to any easement shown in Schedule
B, which damage results from the exercise of the right to use or maintain such easement for the purposes
for which the same was granted or reserved;
(b) Resulting from the exercise of any right to use the surface of the land for the extraction or development of
the minerals excepted from the description of the land or shown as a reservation in Schedule B.
4. Any final court order or judgment requiring removal from any land adjoining the land of any encroachment shown
in Schedule B.
Wherever in this endorsement any or all the words"covenants,""conditions"or"restrictions"appear, they shall not
be deemed to refer to or include the terms, covenants, conditions or restrictions contained in any lease.
CLTA Form 100 (Rev. 6-14-96) Page One of Two
r 0
For purposes of this endorsement, the words"covenants,""conditions"or`restrictions"shall not be deemed to
refer to or include any covenants, conditions or restrictions relating to environmental protection, except to the extent that a
notice of a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy and is
not excepted in Schedule B.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any
prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount thereof.
PACIFIC NORTHWEST TITLE
Insurance Company,Inc. President
Countersigned by
$�1�ptE,�su�pce
G0q" "g Authorized Signatory
SEAL
vy1828 ?�9
PACIFIC NORTHWEST TITLE
Seattle,Washington
CLTA Form 100 (Rev. 6-14-96) Page Two of Two
0 0
ENDORSEMENT ATTACHED TO AND MADE A PART OF
POLICY OF TITLE INSURANCE
SERIAL NUMBER XXXX-XXXXX ISSUED BY
Immw NoRTHIVEST TiTLE INSURANCE
The Company hereby insures the insured against loss or damage which the insured shall sustain by reason of the
failure of the land to abut upon or have rights of ingress to or egress from a physically open streets known as First Avenue
North, 4th Avenue North and James Street
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any
prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount thereof.
rabs
PACIFIC NORTHWFST TITLE
Insurance Company,Inc. President
Countersigned by.
�1pV:ixs�+N
Authorized Signatory
SEAL
ivy 1925 0�
PACIFIC NORTHWEST TITLE
Seattle,Washington
CLTA Form 103.7(Rev. 6-14-96)
0 •
RECEIVED
ENDORSEMENT ATTACHED TO AND MADE A PART OF
POLICY OF TITLE INSURANCE F E B 0 7 2001
SERIAL NUMBER XXXX-XXXXX ISSUED BY DIANE STOKKE
I
Paragraph 1 of the following Exclusions from coverage in the forthcoming Policy is amended to read as follows.
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 been 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.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any
prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount thereof.
PACIFIC NORTHWEST TITLE
Insurance Company,Inc. President
Countersigned by
@� 4'r �f Authorized Signatory
SEAL
"+ •�� PACIFIC NORTHWEST TITLE
Seattle, Washington
Blank Endorsement
-A
PAC]I7C NOR'ttIwFS'r`11'ME
G.mpvq.of w hmg—im:
TO: City of Kent 215 Columbia Street
220 4th Avenue South Seattle,Washington
Kent, WA 98032 98104
Attn: Jerry McCaughan
Ref.# Borden Property #001-52H-1324-4920
SUPPLEMENTAL #3
TO THE SECOND REPORT
CC: Preston, Gates & Ellis PNWT Order Number: 393556
701 Fifth Avenue, Suite 5400 Seller: BORDEN CHEMICAL CO
Seattle, WA 98104 Buyer: CITY OF KENT
Attn: Diane Rees Stokke
CC: Pacific Northwest Title
215 Columbia Street
Seattle, Washington 98104
Attn: Dian Maxwell
Ref.# 45059360
The following matters affect the property covered by this order:
ALTA Policy Coverage(s) and/or Charges have been amended as follows:
1. Policy(ies) to be issued:
A. ALTA Owner Is Policy Amount $11,127,800.00
Standard ( ) Extended W Premium $ 17,244 .00
Tax (8 .6%) $ 1,482.98
Proposed Insured:
CITY OF KENT
Standard Portion is $13,377.00 plus $1, 150.43 tax
Extended portion is $4, 867.00 plus $332 .56 tax
B. The following endorsements will be issued with the forthcoming
Owner's Extended Policy at the following premiums:
Endorsement Premium Tax
a. Owner's Comprehensive N/C N/C
b. 103 .7 (Abutting Street) $200.00 $17.20
c. 116.1 (Survey) $100.00 $ 8.60
d. 116.4 (Contiguity) $200.00 $17.20
e. Blank Endorsement N/C N/C
(See copy attached)
(continued)
SUPPLEMENTAL TITLE REPORT
Page 2
Order No. 393556
• Except as to the matters reported hereinabove, the title to the
property covered by this order has NOT been re-examined
Dated as of February 6, 2001 at 8:00 a.m.
PACIFIC NORTHWEST TITLE COMPANY
By: Mike Sharkey
Title Officer
Phone Number: 206-343-1327
rtl
CERTIFICATE
Reference is hereby made to t at certain Real Property Purchase and Sale Agreement (the
"Agreement") dated as of , 2001 by and between Borden Chemical, Inc., a
Delaware Corporation("Seller") md City of Kent, a Washington municipal corporation as buyer
("Buyer").
The undersigned Seller hereby certifies to Buyer, its successors and assigns, as follows:
1. As of the date hereof, all of the representations and warranties of Seller set forth
in the Agreement are true and correct with the same force and effect as if made on the date
hereof.
2. As of the date hereof, all of the covenants, conditions and agreements of Seller set
forth in the Agreement have been observed and complied with and have not been breached or
violated except to the extent that performance thereof has been waived or modified by agreement
between the parties.
``�T WITNESS WHEREOF, the undersigned has caused this Certificate to be executed
this V day of February, 2001.
BORDEN CHEMICAL, INC.,
a Delaware corporation
ByA,, ,Z-�l111 1 Rk-
Its Pre,- e4f + CEo
K\20093\00004\DRS\DRS_A21 AH
CERTIFICATE
Reference is hereby made to/
o hat certain Real Property Purchase and Sale Agreement (the
"Agreement") dated as of � , 2001 by and between Borden Chemical, Inc., a
Delaware Corporation ("Seller") and City of Kent, a Washington municipal corporation as buyer
("Buyer").
The undersigned Buyer hereby certifies to Seller, its successors and assigns, as follows:
1. As of the date hereof, all of the representations and warranties of Buyer set forth
in the Agreement are true and correct with the same force and effect as if made on the date
hereof.
2. As of the date hereof, all of the covenants, conditions and agreements of Buyer set
forth in the Agreement have been observed and complied with and have not been breached or
violated except to the extent that performance thereof has been waived or modified by agreement
between the parties.
.9T WITNESS WHEREOF, the undersigned has caused this Certificate to be executed
this I day of February, 2001.
CITY OF KENT,
a Washington municipal corporation
By
Its
K\20093\00004\DRS\DRS A21AI