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Home My WebLink AboutAD05-332 - Other - Springboard Holdings, LLC - Certificate and Indemnity Agreement - Hazardous Substances - 09/14/2006 CERTIFICATE AND INDEMNITY AGREEMENT REGARDING HAZARDOUS SUBSTANCES In connection with and as partial consideration for the making of a loan in the amount of Eleven Million Four Hundred Thirteen Thousand and No/100 Dollars ($11,413,000 00) (the "Loan") by CENTURION FINANCIAL GROUP, LLC, a Washington limited liability company ("Lender") to SPRINGBOARD HOLDINGS, LL.C., a Washington limited liability company (the "Borrower"), Borrower certifies, represents, warrants, covenants, and agrees to and with Lender as follows- 1 Borrower has no knowledge of: (a) the presence of any Hazardous Substances (as defined below) on that certain real properties and improvements thereon situated in King County, Washington, which real property is more particularly described in Exhibit "A" attached hereto and made a part hereof (including the improvements thereon, collectively the 'Property"); or (b) any spills,releases,discharges, or disposal of Hazardous Substances that have occurred or are presently occurring on or onto the Property or any Other Property(as defined below). 2, Borrower represents for itself and all of its agents, contractors, and employees that,as of the date of this Agreement,they have no knowledge without additional investigation of any failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances and administrative and judic)aI orders relating to the generation, recycling, reuse, sale, storage, handling, transport, disposal, discharge, release, or presence of any Hazardous Substances on or with respect to the Property, including, without limitation,the Applicable Laws (as defined below)- 3. Borrower duly investigated the present and past uses of the Property and made due inquiry of the appropriate governmental agencies and offices having jurisdiction over the Property and examined, or been advised of the Applicable Laws, to determine whether the Property or any property in the immediate vicinity of the Property is or has been the site of storage of or contamination by any Hazardous Substances. 4. Borrower has not released and will not release or waive the liability of any previous owner, lessee, or operator of the Property or any party who may be potentially responsible for the presence, release, discharge, disposal, or removal of Hazardous Substances on or from the Property. Borrower has made no promises of indemnification regarding Hazardous Substances to any party other than Lender. S Borrower agrees to notify Lender immediately if Borrower becomes aware of (a) any Hazardous Substances or other envirorunental problem or liability with respect to the Property or any Other Property, or (b) any lien, action or notice resulting from violation of any of the Applicable Laws. 6. Borrower shall indemnify and hold Lender harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits, and other SPRINGBOARD HOLDINGS,L L C I lazardous Subsinnces Indemnity(CFG) (R iCurNrsu6340is403750 DOC) O [Ply Page I of 4 L proceedings and costs and expenses (including attorneys' fees and disbursements), which accrue to or are made against or are incurred by Lender at any time (whether prior to or on or after transfer of the Property pursuant to foreclosure or by deed in lieu tliereof), and which arise directly or indirectly from or out of, or are in any way connected with. (a) the inaccuracy of the certifications contained herein, (b) any activities on the Property during Borrower's ownership, possession or control of the Property which directly or indirectly result in the Property or any Other Property becoming contaminated with Hazardous Substances; (c) the discovery and/or the clean up of Hazardous Substances which were deposited on or were existing on the Property or any Other Property prior to a transfer of the Property to Lender; (d) any cleanup or removal of Hazardous Substances from the Property or any Other Property which is a result of contamination of the Property, or(e) any violation of any of the Applicable Laws with respect to the Property. Borrower acknowledges that it will be solely responsible for all costs and expenses relating to the cleanup of Hazardous Substances fiom the Property or from any Other Property as between Borrower and Lender, and that the indernity in this Paragraph 6 shall cover all such costs and expenses 7. The representations, warranties, and covenants of Borrower set forth in this Agreement (including without limitation the indemnity provided for in Paragraph 6 above)- (a) are separate and distinct obligations from and in addition to Borrower's obligations under any other document relating to the Loan (the "Loan Documents"); (b) are not secured by the security instruments securing the Loan and shall not be discharged or satisfied by foreclosure of the liens created by such instruments of other security documents, and (c) shall continue in effect after any transfer of the Property, including without limitation transfers pursuant to foreclosure proceedings (whether judicial or nonjudicial), or by deed in lieu of foreclosure 8. As used in this Agreement, "Hazardous Substances" shall mean the following: asbestos, polychlorinated biphenyls, and petroleum products and any chemical, substance, or material defined, classified or designated as hazardous, toxic or radioactive, or any other similar term, by any of the Applicable Laws It is the intent of Borrower that the tern "Hazardous Substances" be construed in the broadest sense possible under this Agreement As used in this Agreement, "Other Property" means any property which becomes contaminated with Hazardous Substances as a result of construction, operations or other activities on, or the contamination of, the Property. The tern "Applicable Laws" as used in this Agreement shall include, without lumtatiow (a) The Comprehensive Envuonmental Response, Compensation and Liability Act of 1980, as amended by The Superfund Amendments and Reauthorization Act, (b) The Resource Conservation and Recovery Act, as amended by The Hazardous and Solid Waste Amendments of 1985; (c) any local, state or federal laws, rules, regulations or ordinances (whether in existence on the date of this Agreement or executed or promulgated after the date hereof) concerning the management, control, discharge, treatment, containment, removal, or remediation of substances or materials that are or may become a threat to public health or the envrrownent; or (d) any common law theory involving materials or substances which are (or are alleged to be) hazardous to human health or the environment SPRINGBOARD Hot DINGS,L L C Hamrdom Substances Indemnity(CPG) tR 1C1[cr„st16340\S403750 DOC) Page 2 of 4 9. Borrower acknowledges and agrees that neither this Agreement nor any of the Loan Documents shall put Lender in the position of an owner of the Property prior to any acquisition of the Property by Lender. The rights granted Lender herein and in the Loan Documents are granted solely for the protection of Lender's liens and security interests, and do not grant to Lender the right to control Borrower's actions, decisions, or policies regarding Hazardous Substances. 10. This Agreement shall be binding upon and inure to the benefit of Lender and Borrower and their respective heirs, representatives, successors, and assigns. This Agreement shall be governed under the laws of the State of Washington, and venue shall lie in King County, Washington without giving effect to conflicts of law principles. In any suit, action, or appeal therefrom to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs incurred therein Including attorneys' fees and disbursements at trial and on appeal. I I If Borrower includes more than one person or entity, each shall be jointly and severally liable hereunder IN WITNESS WHEREOF, Borrower has executed this Certificate and Indemnity Agreement as of September 14.2006. BORROWER: SPRINGBOARD HOLDINGS,L.L C. a Washington limi 1 abrhty company By: Ben Its. President SPRINGBOARD HOLDINGS,L L C I razardous Substances Indemnity(CFG) (R kCuEHMIr34as4o37so Doc1 Page 3 of 4 4 � r EXHIBIT "A" NEW LOTS A, B AND C, CITY OF KENT LOT LINE ADJUSTMENT NO. LL-2005-37, RECORDED UNDER RECORDING NO 20060110002592. SITUATE IN THE CITY OF KENT,COUNTY OF KING, STATE OF WASHINGTON. [END OF EXHIBIT"A"] i SPRINGBOARD HOLDINGS,L L C Ilazardous SubstwLes Indemnity(CFG) (R\CLiENisu6340\SA0s75o HOC) Page 4 of 4