6c exhibit b
[Annotation] lw4
REAL ESTATE PURCHASE AND SALE AGREEMENT
Woodinville North Subdivision Rail Line
(Within Woodinville Corporate Limits and Bothell Corporate Limits)
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is
entered into as of this _______ day of ________________, 2014 (the "Effective Date"), by and
between the Port of Seattle, a municipal corporation of the State of Washington ("Port") and the
City of Woodinville, a municipal corporation of the State of Washington ("City"), acting in its
governmental capacity. The Port and the City are hereinafter sometimes referred to jointly as the
"Parties".
RECITALS
A. On or about December 18, 2009, the Port acquired from BNSF Railway Company
("BNSF") pursuant to a Quit Claim Deed (the "BNSF Deed") recorded under King County
Auditor's File No. 20091218001536, real property developed as a rail corridor and commonly
known as the Woodinville Subdivision.
B. Sections of the Woodinville Subdivision are improved with rail tracts and certain
commercial and industrial structures and fixtures associated with rail operations (the
"Improvements"). The Improvements were acquired by the Port from BNSF pursuant to a Bill
of Sale (the "BNSF Bill of Sale") executed on or about December 18, 2009.
C. The BNSF Deed, among other things, obligates BNSF to pay the Port and/or King
County the costs to investigate, remediate, respond to or otherwise cure any hazardous substance
releases or violations of environmental law to the extent such hazardous substance releases or
violations of environmental law (i) occurred as a result of the operations of BNSF, its agents,
employees, invitees or contractors, or its corporate predecessors and their agents, employees,
invitees or contractors, and (ii) have been ordered to be cured by an applicable regulatory
agency; provided, however, that BNSF need only pay for such costs as are necessary to bring the
Woodinville Subdivision up to the standards for a freight railway or the standards that the
regulatory agency would apply for other affected properties (the "BNSF Remediation
Obligation").
D. In the BNSF Deed, BNSF reserved for itself an exclusive easement for freight rail
purposes over a portion of the Woodinville Subdivision (the "Freight Easement"). BNSF
thereafter conveyed the Freight Easement to GNP Rly, Inc., a Washington corporation ("GNP"),
by Quit Claim Deed executed on or about December 18, 2009, and recorded under Snohomish
County Auditor's File No. 200912210439.
E. On or about December 18, 2009, the Port entered into an Operations and
Maintenance Agreement between Port of Seattle and GNP Rly, Inc. (the "O&M Agreement").
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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The O&M Agreement sets forth the rights, obligations, terms and conditions as between the Port
and GNP with respect to GNP's use of the Woodinville Subdivision for freight rail operations.
F. On or about December 8, 2012, through an involuntary bankruptcy proceeding,
the assets of GNP, including the right to operate under the Freight Easement and the O&M
Agreement, were conveyed to Eastside Community Rail, LLC, a Washington limited liability
company ("Eastside Community Rail"). Eastside Community Rail assumed all rights and
obligations of GNP under the O&M Agreement with the Port.
G. The City desires to acquire from the Port, and the Port desires to sell to the City,
pursuant to Chapter 39.33 of the Revised Code of Washington (Intergovernmental Property
Disposition Act) and the terms and conditions described below, all that portion of the
Woodinville Subdivision located within the City or the City of Bothell and any of the
Improvements located within and along that portion of the Woodinville Subdivision lying within
the City or the City of Bothell other than the Ancillary Property (collectively referred to
hereafter as the "Property"). The Property is legally described on Exhibit A to this Agreement.
A diagram map showing the approximate location of the Property is attached to this Agreement
as Exhibit B.
H. The Property is subject to an easement recorded on December 21, 2010, under
King County Auditor's File No. 201012211000998 in favor of Puget Sound Energy (the "PSE
Easement"), as amended by amendment recorded on February 12, 2013, under King County
Auditor's File No. 20130212002422.
I. By Real Estate Purchase and Sale Agreement dated February 8, 2013, King
County, a political subdivision of the State of Washington, contracted to purchase from the Port
(i) a fee interest over a portion of the Woodinville Subdivision located in King County that does
not include the Property, and (ii) a trail easement over a portion of the Woodinville Subdivision,
including all or a portion of the Property, which easement was recorded on February 13, 2013,
under King County Auditor's No. 2013021300164 (the "King County Easement").
J. The Property is further subject to other rights and interests granted to third parties
pursuant to unrecorded third party leases, licenses, contracts, permits or other agreements for the
use and/or occupancy of portions of the Woodinville Subdivision as further defined in Section
9.1 ("Third Party Leases, Licenses and Contracts").
K. The O&M Agreement in subsection 12.12 contemplates the transfer to third
parties of one or more parcels of the Woodinville Subdivision for purposes other than rail
operations and trail use, and provides that any such transfers be deemed removed from the
"Corridor" (as defined in the O & M Agreement) or from the "Port Property" (as defined in the
O & M Agreement) as applicable. The City has identified certain portions of the Corridor that it
believes qualify under the provisions of Section 12.12 of the O & M Agreement (the "Ancillary
Property"). The Ancillary Property is being transferred to the City by the Port simultaneously
with this transaction and will be described in a separate Purchase and Sale Agreement.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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AGREEMENT
NOW, THEREFORE, in consideration of the respective agreements set forth below and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Purchase and Sale of the Property. The Port shall sell and convey to the City,
and the City shall purchase from the Port, subject to the terms and conditions set forth below: (i)
all of the Port's right, title and interest in and to the Property, as defined in Recital G above and
including the real property, all Improvements, and all other rights, privileges and easements
appurtenant to the Property; and (ii) all of the Port's right, title and interest in and to all Third
Party Leases, Licenses and Contracts, as defined in Section 9.1 below, associated with the
Property as of the date of closing.
2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall
be paid in cash at closing, by wire transfer or other immediate available funds. The Purchase
Price, along with the purchase price for the Ancillary Property pursuant to that Ancillary
Property Purchase and Sale Agreement between the parties of even date herewith (the "Ancillary
Property Agreement") is One Million One Hundred Thousand Dollars ($1,100,000.00) in the
aggregate. The Port and the City agree to amend the Agreement prior to closing to include the
specific Purchase Price for the Property.
3. Earnest Money. No earnest money deposit shall be made or required.
4. Title Insurance.
4.1 Preliminary Commitment. Within twenty (20) days from the Effective
Date, the Port, at its sole cost, shall provide the City with a preliminary commitment for an
ALTA owner's standard coverage policy of title insurance covering the Property (the
"Preliminary Commitment"), issued by the Chicago Title Insurance Company (the "Title
Company"), together with complete legible copies of all documents referenced in the
Preliminary Commitment. The initial Preliminary Commitment shall be issued to include both
the Property and the Ancillary Property. At the City's request, such commitment and the title
policies to be issued shall be bifurcated upon determination of the metes and bounds of the
Ancillary Property as provided in Section 4.4 below.
4.2 Permitted Exceptions. At the closing of the transaction contemplated by
this Agreement, title to the Property is to be free of encumbrances or defects, except for the
following (each, a "Permitted Exception," and, collectively, the "Permitted Exceptions"): (i) the
general exceptions contained in the title policy; (ii) the Freight Easement; (iii) the King County
Easement; (iv) the PSE Easement; (v) any special exceptions shown on the Preliminary
Commitment that are accepted by the City pursuant to Section 4.3 below; and (vi) any Third
Party Leases, Licenses and Contracts, as defined in Section 9.1 below, which are accepted by the
City pursuant to Section 4.3 below. Should any new or additional encumbrances on title to the
Property be discovered prior to closing, the City shall have the right to object to the same, using
the procedures specified in Section 4.3 below. The Port acknowledges that the City may seek to
negotiate modifications to some or all of the above Permitted Exceptions during the Due
Diligence Period described in Section 5 below.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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4.3 Title Review. The City shall, within thirty (30) days after receiving the
Preliminary Commitment, deliver written notice to the Port regarding any objections the City
may have to matters shown on or referenced in the Preliminary Commitment or identified in
Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below
(the "Title Objection Notice"). Any exception, encumbrance or other matter to which the City
does not timely object shall be a "Permitted Exception." The Port shall have ten (10) days from
the date on which the Port receives the City's Title Objection Notice to deliver written notice of
the City stating whether or not the Port will, prior to closing, remove or otherwise cure some or
all of the matters described in the City's Title Objection Notice. Should the Port fail to timely
respond to the City's Title Objection Notice, the Port shall be deemed to have refused to remove
or cure all of the matters described in the City's Title Objection Notice. Should the Port refuse
to remove or cure any of the matters objected to in the City's Title Objection Notice, the City
must elect one of the following: (i) to accept the defects or encumbrances on title that the Port
refuses to remove or cure, in which case such defects or encumbrances shall become Permitted
Exceptions, and proceed with the transaction contemplated by this Agreement; or (ii) to
terminate this Agreement. The City shall provide the Port with written notice of its decision
within thirty (30) days of receiving the Port's response to the City's Title Objection Notice.
Should the City fail to deliver written notice of the City's decision to the Port within the time
period specified above, the City shall be deemed to have elected to terminate this Agreement. In
the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and
obligations of the Port and the City under this Agreement shall terminate and be of no further
force or effect. It is contemplated that City may obtain a survey of some or all of the Property
during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the
event such survey or any supplement to the Preliminary Commitment results in additional
exceptions to title, the same process shall apply pursuant to the Section 4.3 except the City's
notice period shall be ten (10) days rather than thirty (30) days.
4.4 Survey of Ancillary Property. During the Due Diligence Period, it is
contemplated that the City will survey the metes and bounds of the Ancillary Property for
purposes of further defining the Ancillary Property and excluding it from this Agreement. The
Port and the City agree to amend the legal description hereunder as necessary to accommodate
such exclusion. Such survey shall be at City expense.
4.5 Title Insurance Policy. At Closing, the Port shall deliver to the City the
Title Company's irrevocable commitments to issue the Title Policy (as defined below). The Port
shall deliver to the City, as soon as reasonably possible after the Closing Date or Outside Closing
Date, at the Port's sole cost and expense, an ALTA owner's standard coverage form title insurance
policy in favor of the City, insuring the City's title in and to the Property in the amount of the full
Purchase Price, subject only to the standard form printed exceptions and the Permitted Exceptions
(the "Title Policy"). The City may, at its own expense, obtain endorsements to the Title Policy.
5. Due Diligence.
5.1 City's Due Diligence. The City shall have one hundred twenty (120)
days from the date the Port provides the City with the reports and materials in its possession as
required under Section 5.2 below, in which it may, but need not, perform due diligence
investigations (the "Due Diligence Period"). During the Due Diligence Period, the City and its
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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employees, agents and/or contractors may enter into the Property and undertake such surveys,
studies and tests of the soils, air and water on, in or under the Property, and such other
investigations of the Property, as the City may deem desirable all subject, however, to the rights
of Eastside Community Rail to operate trains pursuant to the Freight Easement. In exercising the
rights provided by this Section 5.1, the City shall reasonably coordinate its entries onto the
Property with the Port and with Eastside Community Rail, should such coordination be needed
for any of the activities the desires to undertake. Upon completion of any testing, the City shall
restore the Property to substantially the same condition as existed prior to the test. The City shall
defend, indemnify and hold harmless the Port from and against all liability, cost, damage and
expense (including, but not limited to, attorneys' fees) in connection with all claims, suits and
actions of any kind made or brought against the Port, its officers, agents or employees by any
person or entity as a result of or on account of actual or alleged injuries or damages to persons,
entities or property received or sustained, in any way arising out of, in connection with, or as a
result of the acts or omissions of the City, its officers, agents or employees, in exercising its
rights under the right of entry granted herein. The City's obligations under this Section 5.1 shall
survive the termination of this Agreement.
5.2 Reports, Studies and Other Materials. Within thirty (30) days of the
Effective Date, the Port shall, at its expense, deliver to the City copies of all material information
in the Port's possession concerning the physical condition of the Property, including: soil, air or
groundwater tests; engineering inspections, studies or reports; environmental studies, records,
audits or reports; notices from and/or correspondence with government entities; court orders
and/or consent decrees; maps; plans; permits; as-builts operating agreements and records; leases;
contract; surveys; and any other documents or materials relevant to the City's proposed
acquisition of the Property (collectively, the "Reports"). The Port makes no representations or
warranties with respect to the accuracy or completeness, methodology of preparation or
otherwise concerning the contents of such reports. The Port will also at its expense, deliver to
the City copies of all Third Party Leases, Licenses and Contracts (as defined in Section 9.1) and
such other agreements as may impact the Property, including all outdoor advertising agreements
for the Property, if any.
5.3 Right to Terminate. At any time during the Due Diligence Period, the
City may in elect to terminate this Agreement if, in its sole discretion, the City determines from
the results of its due diligence investigations and/or any of the Reports produced by the Port that
(i) a condition exists on the Property or an easement, encumbrance or other property right
granted to a third party by the Port or other predecessor in title exists, that materially impairs the
City's ability to develop and/or maintain street, other transportation, park and other public uses
and improvements, or (ii) environmental conditions exist on the Property that create a level of
risk unacceptable to the City. Alternatively, and subject to approval of the Parties' respective
legislative bodies, the Parties may renegotiate this Agreement based on the results of the due
diligence investigation as provided in Section 21.7. If the City elects to terminate this
Agreement pursuant to this Section 5.3, the City must deliver written notice to the Port prior to
the expiration of the Due Diligence Period and must provide the Port with copies of all reports
obtained by the City during its due diligence efforts. Upon the Port's receipt of such notice, this
Agreement shall immediately terminate and be of no further force or effect.
6. Conveyance of Title. Upon the closing of the transaction contemplated by this
Agreement, the Port shall deliver to the City a Quit Claim Deed for the Property, in the form
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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attached to this Agreement as Exhibit D (the "Deed"), subject only to the Permitted Exceptions.
In addition, upon the closing of the transaction contemplated by this Agreement, the Port shall
deliver to the City a Bill of Sale for the Improvements, in the form attached to this Agreement as
Exhibit E.
7. Condition of the Property.
7.1 Disclaimer of Warranties. Subject to the Port's express representations,
warranties, covenants and obligations under this Agreement, THE CITY IS NOT RELYING
ON, AND HEREBY WAIVES WARRANTY OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND
WHATSOEVER FROM THE PORT WITH RESPECT TO ANY MATTERS
CONCERNING THE PROPERTY including, but not limited to the physical condition of the
Property; zoning status; tax consequences of this transaction; utilities; operating history or
projections or valuation; compliance by the Property with Environmental Laws, as defined in
Section 13 below, or other laws, statutes, ordinances, or decrees, regulations and other
requirements applicable to the Property; the presence of any Hazardous Substances, as defined in
Section 13 below, wetlands, asbestos, lead, lead-based paint or other lead containing structures,
urea formaldehyde, or other environmentally sensitive building materials, in, on, or under the
Property; the condition or existence of any of the above ground or underground structures or
improvements, including tanks and transformers in, on or under the Property; the condition of
title to the Property, and the Third Party Leases, Licenses, Contracts, permits, orders, or other
agreements, affecting the Property.
7.2 No Reliance by City. The City represents and warrants to the Port that
except for the Port's express representations, warranties, covenants and obligations under this
Agreement, the exhibits hereto and the BNSF Remediation Obligation, the City has not relied
and will not rely on, and the Port is not liable for or bound by, any warranties, guaranties,
statements, representations or information pertaining to the Property or relating thereto made or
furnished by the Port, any agent or contractor of the Port, or any real estate broker or agent
representing or purporting to represent the Port, to whomever made or give, directly or
indirectly, orally or in writing.
7.3 Survival. Notwithstanding any provision of this Agreement to the
contrary, the provisions of this Section 7 shall survive the closing of the transaction
contemplated herein and the delivery of the Deed to the City. The City and the Port
acknowledge that their willingness to enter into this Agreement reflects that the Property is being
conveyed subject to the provisions of this Section 7.
8. Partial Assignment and Assumption of O&M Agreement.
8.1 Active Rail Service. The City acknowledges that as of the Effective Date
of this Agreement, the Property is not "railbanked" (as defined and described in Section 8(d) of
the National Trails Systems Act, also known as the "Rails to Trails Act," 16 USC 1247(d) and
49 CFR 1152.29) and is presently subject to active freight rail operations pursuant to the O&M
Agreement as described in Recital E. As of the Effective Date of this Agreement, Excursion
Rail Service (as defined in the O & M Agreement) on the Property is not an active use and was
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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not commenced in a timely manner by GNP Rly., Inc., the original "TPO" under the O&M
Agreement.
8.2 Partial Assignment of O&M Agreement. Upon the closing of the
transaction contemplated by this Agreement, the Port shall assign to the City, by means of an
assignment agreement substantially in the form attached to this Agreement as Exhibit F (the
"Partial Assignment and Assumption of Operations and Maintenance Agreement"), the Port's
right, title and interest in the O&M Agreement to the extent the O&M Agreement affects the
Property. This partial assignment of the O&M Agreement includes the right to enforce any
breaches by the "TPO" under the O & M Agreement that may have accrued with regard to the
Property or the Ancillary Property prior to Closing. The Port, its assigns, transferees, or other
successors in interest, shall retain all its right, title and interest in the O&M Agreement to the
extent the O&M Agreement affects other areas of the Woodinville Subdivision that do not
include the Property or the Ancillary Property.
9. Assignment and Assumption of Third Party Leases, Licenses and Contracts.
9.1 Existence of Third Party Leases, Licenses and Contracts. The
Property is currently encumbered by multiple unrecorded third party leases, licenses, contracts,
permits or other agreements as more specifically identified in Exhibit C (the "Third Party
Leases, Licenses and Contracts"). The parties agree to amend Exhibit C as needed once the legal
description of the Property is amended in accordance with Section 4.4.
9.2 Assignment of Third Party Leases, Licenses and Contracts. Upon the
closing of the transaction contemplated by this Agreement, the Port shall assign all of its right,
title and interest in the Third Party Leases, Licenses and Contracts affecting the Property to the
City by means of an assignment agreement substantially in the form attached to this Agreement
as Exhibit G (the "Assignment and Assumption of Third Party Leases, Licenses and Contracts").
10. Surface Transportation Board. The City shall apply for an exemption or seek a
ruling of non-jurisdiction from the Surface Transportation Board as may be necessary to
complete the transaction contemplated by this Agreement. In addition, the City will file with the
Surface Transportation Board seeking a determination that the City will not become a common
carrier as a result of its acquisition of the Property subject to the freight easement. The Port shall
reasonably cooperate with the City in connection with any hearings or filings necessary to obtain
the determination exemption or jurisdictional ruling. In the event that the Surface Transportation
Board does not approve of the determination, exemption or issue a ruling of non-jurisdiction
prior to the Closing Date or Outside Closing Date, either party may extend the Closing Date for
an additional six months by delivering notice to the other party prior to or on the Closing Date or
Outside Closing Date, provided, however, that in no case shall the Closing Date be extended
beyond March 31, 2015, absent written agreement of the parties to a further extension. The City
shall also have the option of terminating this Agreement if the Surface Transportation Board
does not provide approval by the Closing Date or any extension thereof. Upon termination of
this Agreement pursuant to this Section 10, this Agreement shall immediately terminate without
penalty to the City and be of no further force and effect.
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11. Covenants, Representations and Warranties of the Port. The Port hereby
makes the following covenants, representations and warranties to the City, which covenants,
representations and warranties shall be deemed made by the Port to the City as of the Effective
Date and again as of the Closing Date:
(i) The Port is a municipal corporation of the State of Washington, duly organized,
validly existing and in good standing under the laws of the State of Washington, has all requisite
power and authority to execute and deliver this Agreement and to carry out its obligations under
this Agreement and the transactions contemplated hereby;
(ii) From the Effective Date to the Closing Date, the Port will notify the City of each
event of which the Port becomes aware is affecting the Property or any part thereof, promptly
upon learning of the occurrence of such event;
(iii) There is no litigation, action, proceeding or investigation pending or threatened
which pertains to the Property or the Port's ownership thereof, other than the letter dated
February 18, 2014, from Eastside Community Rail to Joe McWilliams, Managing Director Real
Estate Division, previously provided to the City by the Port.
(iv) To the best of the Port's knowledge, neither the whole nor any portion of the
Property is subject to temporary requisition or use by any governmental authority or has been
condemned or taken in any proceeding similar to a condemnation proceeding, nor is any such
proceeding contemplated;
(v) To the best of the Port's knowledge, there is no claim of adverse possession being
made to any portion of the Property by any third party nor does the Port have knowledge of
existing facts which would enable any third party to successfully assert such a claim;
(vi) The Port has not received any written notice of, and the Port has no knowledge of,
any written notice from any governmental authority alleging any uncured existing violation of
any applicable governmental laws, statutes, ordinances, rules, codes, regulations or orders,
including Environmental Laws, affecting the Property;
(vii) The Port has no knowledge, nor has the Port received written notice, of any
default or breach by the Port under any covenants, conditions, restrictions, rights of way,
easements, leases, licenses or contracts affecting the Property or any portion thereof;
(viii) From the Effective Date to the Closing Date, the Port will not grant or create any
easement, right-of-way, encumbrance, lien, restriction, covenant, lease, license, option to
purchase or other right which would affect the Property prior to or after closing without the
City's written consent first having been obtained;
In the event any of the covenants, representations or warranties contained in this Section
11 become untrue prior to the date of closing as a result of occurrences or information received
by the Port subsequent to the Effective Date of this Agreement, the Port shall promptly notify the
City, in writing, and, within ten (10) days after receiving such notice, the City may elect to (i)
proceed with Closing, or (ii) terminate this Agreement by delivering written notice of
termination to the Port. The covenants and representations made by the Port in this Section 11
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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shall survive the closing of the transaction contemplated by this Agreement and shall not merge
into the Deed.
12. Covenants, Representations and Warranties of the City. The City hereby
makes the following covenants, representations and warranties to the Port, which covenants,
representations and warranties shall be deemed made by the City to the Port as of the Effective
Date and again as of the Closing Date:
(i) The City is a political subdivision of the State of Washington, duly organized,
validly existing and in good standing under the laws of the State of Washington, has all requisite
power and authority to execute and deliver this Agreement and to carry out its obligations under
this Agreement and the transactions contemplated hereby;
(ii) From the Effective Date to the Closing Date, the City will timely perform all of
its monetary and non-monetary obligations required by the terms of this Agreement to be
performed by the City; and
(iii) There is no litigation, action, proceeding or investigation pending or threatened
against the City that could prevent or impair the City's obligations hereunder.
In the event any of the covenants, representations or warranties contained in Section 12
become untrue prior to the date of closing as a result of occurrences or information received by
the City subsequent to the Effective Date of this Agreement, the City shall promptly notify the
Port, in writing, and, within ten (10) days after receiving such notice, the Port may elect to (i)
waive any objections and proceed with Closing, or (ii) terminate this Agreement by delivering
written notice of termination to the City. The covenants and representations made by the City in
this Section 12 shall survive the closing of the transaction contemplated by this Agreement and
shall not merge into the Deed.
13. Hazardous Substances.
13.1 Definition of Environmental Law. The term "Environmental Law"
means any federal, state or local statute, regulation, code, rule, ordinance, order, judgment,
decree, injunction or common law pertaining in any way to the protection of human health or the
environment, including without limitation the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances
Control Act, the Model Toxics Control Act, the Water Pollution Control Act, laws concerning
above ground or underground storage tanks, and any similar or comparable state or local law.
13.2 Definition of Hazardous Substance. The term "Hazardous Substance"
means any hazardous, toxic, radioactive or infectious substance, material or waste as defined,
listed or regulated under any Environmental Law, and includes without limitation petroleum oil
and any of its fractions.
13.3 Release from Liability. The City acknowledges that the Property may
contain Hazardous Substances, and that Hazardous Substances released onto the Property may
have migrated onto neighboring properties at times prior to the Effective Date. The Port
acknowledges that the City is not in possession or control of the Property as of the Effective
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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Date. Except as otherwise provided in this Section 13 and Section 7, the City waives, releases
and discharges forever the Port from any and all present or future claims or demands and any
and all damages, losses, injuries, liabilities, causes of action (including without limitation, causes
of action in tort), costs and expenses (including without limitation fines, penalties and judgments
and attorney's fees) of any and every kind or character, known or unknown (collectively
"Losses") that the City might have asserted against the Port arising from or in any way related to
environmental conditions in, at, on, under or originating from the Property or the alleged
presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other
handling of any Hazardous Substances, in on or under the Property. Losses shall include without
limitation (a) the cost of any investigation, removal, remedial or other response action that is
required by any Environmental Law, that is required by judicial order or by order of or
agreement with any governmental authority, or that is necessary or otherwise is reasonable under
the circumstances, (b) Losses for injury or death of any person, and (c) Losses arising under any
Environmental Law enacted after the Effective Date. Nothing in this Agreement shall be
construed to waive or discharge any rights or claims the City may hold under the Environmental
Laws, agreements or deeds, including the BNSF Remediation Obligation, to seek indemnity or
contribution from BNSF or other parties other than the Port for Losses arising from or in any
way related to environmental conditions on the Property. Nothing herein shall be deemed to be
an assumption by the City of any existing liability of the Port under the Environmental Laws
caused by resulting from or materially exacerbated by the acts of the Port or its officers,
employees, agents, or contractors.
13.4 Indemnification by the City. The BNSF Remediation Obligation
obligates BNSF, in specified situations, to investigate, remediate, respond to or otherwise cure
(collectively, "Remediate" or "Remediation") certain environmental conditions related to
releases of Hazardous Substances or the violation of any Environmental Law. Effective upon
the closing of the transaction contemplated by this Agreement, and pursuant to the BNSF Deed
and the Clarification to Assignment of BNSF Remediation Obligation described in Section 13.5
below, the Port assigns to the City all rights and obligations it holds to the BNSF Remediation
Obligation in so far as those rights and obligations pertain to the Property. Thereafter, as
between the City and the Port, the City will be responsible for all costs of Remediation of
Hazardous Substances released on or from the Property or violations of any Environmental Law
relating to the Property except to the extent (i) caused by or resulting from the acts of the Port or
its officers, employees, agents or contractors, or (ii) materially exacerbated by the acts of the
Port or its officers, employees, agents or contractors so as to release BNSF from or reduce its
liability under the BNSF Remediation Obligation. The City shall have no duty to indemnify or
defend the Port for Losses sustained as a result of claims (A) attributable to the operations of
GNP and/or Eastside Community Rail, and (B) that arose during any period of time in which
there was a lapse in the insurance required of GNP, Eastside Community Rail and/or Ballard
Terminal Railroad Company LLC (subcontractor to Eastside Community Rail) by the O&M
Agreement. The Port agrees that in the event the City is required to Remediate Hazardous
Substances released on or from the Property, the Port shall cooperate with the City to obtain
reimbursement of costs of Remediation from BNSF as provided in the BNSF Remediation
Obligation found in the BNSF Deed. The City's obligations under this Section 13 do not include
any losses for which the Port is required to provide indemnification under Section 14.
13.5 Clarification to Assignment of BNSF Remediation Obligation. Upon
the closing of the transaction contemplated by this Agreement, the Port shall deliver to the City a
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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copy of a letter executed by the Port and King County clarifying the intent of the Port and King
County regarding the allocation of rights and obligations as to BNSF Remediation Obligation
(the "Clarification to Assignment Agreement"), in a form negotiated between the Port, the City,
and King County. The Clarification to Assignment Agreement shall clarify that the BNSF
Remediation Obligation was allocated to King County only insofar as such obligations and rights
apply to the section of the Woodinville Subdivision purchased by King County in fee, as
described in Recital I, and not to the King County Easement.
13.6 Survival. The provisions of this Section 13 shall survive the closing of
the transaction contemplated by this Agreement and shall not merge into the Deed. The City and
the Port acknowledge that their willingness to enter into this Agreement reflects that the Property
is being conveyed subject to the provisions of this Section 13.
14. Indemnification.
14.1 Immunity Under Applicable Law. Nothing in this Section 14 shall limit
the ability of the Port, the City or both of them to avail themselves of the protection offered by
any applicable law affording immunity to the Port or the City, including, to the extent applicable,
RCW 4.24.210, or any successor statute.
14.2 Indemnification by Port. Subject to and without in any way limiting the
provisions of Section 7 and Section 13 of this Agreement, the Port shall indemnify, defend and
hold the City, its successors and assigns, harmless from and against all liabilities, suits, losses,
costs, damages, claims, expenses, penalties and/or charges, including, without limitation,
reasonable attorneys' fees and disbursements, suffered or incurred by reason of (i) the breach of
any representation, warranty or agreement of the Port set forth in this Agreement; (ii) the failure
of the Port to perform any obligation required to be performed by it under this Agreement; (iii)
any liabilities arising out of the ownership, maintenance and/or operation of the Property by the
Port prior to closing; or (iv) any accidents, damages or injuries to persons or property from any
cause occasioned in whole or in part by any acts or omissions of the Port, its agents and
employees, that occur prior to closing. The Port upon notice from the City shall defend any such
claim at its expense and with counsel reasonably satisfactory to the City. This indemnification is
intended for the sole benefit of the City and shall not inure to the benefit of any third party.
14.3 Indemnification by City. Subject to and without in any way limiting the
provisions of Section 7 and Section 13 of this Agreement, the City shall indemnify, defend and
hold the Port, its successors and assigns, harmless from and against all liabilities, suits, losses,
costs, damages, claims, expenses, penalties and/or charges, including, without limitation,
reasonable attorneys' fees and disbursements, suffered or incurred by reason of (i) the breach of
any representation, warranty or agreement of the City set forth in this Agreement; (ii) the failure
of the City to perform any obligation required to be performed by it under this Agreement; (iii)
any liabilities arising out of the ownership, maintenance and/or operation of the Property by the
City after closing; or (iv) any injuries to persons or property from any cause occasioned in whole
or in part by any acts or omissions of the City, its agents and employees, that occur after closing.
The City upon notice from the Port shall defend any such claim at its expense and with counsel
reasonably satisfactory to the Port. This indemnification is intended for the sole benefit of the
Port and shall not inure to the benefit of any third party.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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14.4 Waiver of Immunity. Solely to give full force and effect to the
indemnities contained herein and not for the benefit of any third party, each Party specifically
and expressly waives any immunity it may have under Washington State Industrial Act, RCW
Title 51, and acknowledges that this waiver was mutually negotiated by the parties herein. This
provision shall not be interpreted or construed as a waiver of any party's right to assert such
immunity, defense or protection directly against any of its own employees. In no event shall
either party's indemnification obligations under this Agreement be limited to the extent of any
insurance available to or provided by the obligated party.
14.5 Survival. The provisions of this Section 14 shall survive the closing of
the transaction contemplated by this Agreement and shall not merge into the Deed.
15. Conditions Precedent; Closing.
15.1 City's Conditions Precedent to Closing. The City's obligation to close
the transaction hereunder shall be subject to the City's right of termination pursuant to Sections
5.3 and 10, and the satisfaction by the Port or waiver in writing by the City of the following
conditions precedent to the City's obligation to close:
(i) Each of the representations and warranties of the Port hereunder shall be
true and true and correct and the Port will not be in breach of such representations and warranties
as of Closing.
(ii) The Port shall not be in breach of any covenant made hereunder,
(iii) The Port shall have delivered to escrow each of the deliveries described in
Section 15.4 below.
(iv) Neither the City nor the Port have been made the subject of, or threatened
with, litigation by any third party in connection with the Property or the City's intended use of
the Property.
(v) The Port has made all deliveries to escrow and has otherwise satisfied all
conditions precedent to the City closing under the Ancillary Property Purchase Agreement and is
prepared to simultaneously close both transactions.
15.2 Port's Conditions Precedent to Closing. The Port's obligation to close
the transaction hereunder shall be subject to the satisfaction by the City or waiver in writing by
the Port of the following conditions precedent to the Port's obligation to close:
(i) Each of the representations and warranties of the City hereunder shall be
true and true and correct and the City will not be in breach of such representations and warranties
as of Closing.
(ii) The City shall not be in breach of any covenant made hereunder,
(iii) The City shall have delivered to escrow each of the deliveries described in
Section 15.5 below.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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(iv) Neither the City nor the Port have been made the subject of, or threatened
with, litigation by any third party in connection with the Property or the City's intended use of
the Property.
(v) The City has made all deliveries to escrow and has otherwise satisfied all
conditions precedent to the Port closing under the Ancillary Property Purchase Agreement and is
prepared to simultaneously close both transactions.
15.3 Closing Date. The closing of the transaction contemplated by this
Agreement (the "Closing") shall occur through the escrow department of the Title Company (the
"Escrow Agent") on or about October 15, 2014 (the "Closing Date") unless the parties mutually
agree to the an earlier closing date; provided that in no event (except as provided in Section 10)
shall the Closing occur later than thirty (30) days after the end of the Due Diligence Period (the
"Outside Closing Date"). Except as provided in Section 10, if the transaction fails to close by
the Outside Closing Date, either party may terminate this Agreement by delivering written notice
of termination to the other party. Alternatively, the Parties may further extend the Closing Date
by amending this Agreement as provided in Section 21.7 below.
15.4 Escrow Deposits by Port. On or before the Closing Date, the Port shall
deliver the following to the Escrow Agent:
(i) The duly executed and acknowledged Deed, in the form attached to this
Agreement as Exhibit D;
(ii) An executed Real Estate Excise Tax Affidavit for the Property, in the
form required by Washington law;
(iii) The duly executed and acknowledged Bill of Sale, in the form attached to
this Agreement as Exhibit E;
(iv) Two (2) executed and acknowledged counterpart originals of a Partial
Assignment and Assumption of Operations and Maintenance Agreement, in the form attached to
this Agreement as Exhibit F;
(v) Two (2) executed and acknowledged counterpart originals of an
Assignment and Assumption of Third Party Leases, Licenses and Contracts Agreement, in the
form attached to this Agreement as Exhibit G and including an updated schedule of any Third
Party Leases, Licenses and Contracts of which the Port has become aware or has entered into
since the Effective Date pursuant to Section 16 below;
(vi) An original affidavit pursuant to Section 1445(b)(2) of the Federal Internal
Revenue Code (the "Federal Code"), certifying that the Port is not a foreign person under the
meaning of the Federal Code, in the form attached to this Agreement as Exhibit H;
(vii) A copy of a duly executed and acknowledged Clarification to Assignment
of Rights and Obligations as to BNSF Remediation Obligation as described in Section 13.5
above;
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REAL ESTATE PURCHASE AND SALE AGREEMENT
13
(viii) The Port's approved estimated settlement statement;
(ix) An irrevocable commitment by the Title Company to issue the Title
Policy in form satisfactory to the City; and
(x) Any other documents, instruments, records or correspondence reasonably
required by the Escrow Agent to consummate the purchase of the Property in accordance with
the terms of this Agreement.
15.5 Escrow Deposits by City. On or before the Closing Date, the City shall
deliver the following to the Escrow Agent:
(i) The Purchase Price, in cash (United States funds);
(ii) One duly executed and acknowledged counterpart original of the Deed, in
the form attached to this Agreement as Exhibit D;
(iii) An executed Real Estate Excise Tax Affidavit for the Property, in the
form required by Washington law;
(iv) One duly executed and acknowledged counterpart original of the Bill of
Sale, in the form attached to this Agreement as Exhibit E;
(v) Two (2) executed and acknowledged counterpart originals of a Partial
Assignment and Assumption of Operations and Maintenance Agreement, in the form attached to
this Agreement as Exhibit F;
(vi) Two (2) executed and acknowledged counterpart originals of an
Assignment and Assumption of Third Party Leases, Licenses and Contracts Agreement, in the
form attached to this Agreement as Exhibit G;
(vii) The City's approved estimated settlement statement;
(viii) Any other documents, instruments, records or correspondence reasonably
required by the Escrow Agent to consummate the purchase of the Property in accordance with
the terms of this Agreement.
15.6 Closing Costs. Through escrow at Closing, the Port shall pay (i) the
premium for the Title Policy described in Section 4 of this Agreement and (ii) one half of the
Escrow Agent's escrow fee. Through escrow at Closing, the City shall pay (a) the cost of
recording the Deed, (b) one half of the Escrow Agent's escrow fee, (c) the cost of any
endorsements to the Title Policy requested by the City. Each party shall bear its own legal fees.
Property taxes for the current year, if any, will be pro-rated as of Closing. Water and other
utilities shall be pro-rated as of Closing. Rents under any Third Party Leases, Licenses or
Contracts burdening the Property shall be pro-rated as of Closing, provided, that the requirement
for pro-ration of rents shall apply only to Third Party Leases, Licenses or Contracts with
cumulative annual payments exceeding Five Hundred Dollars ($500.00). All other costs of
Closing, if any, shall be borne by the Port and the City in a manner consistent with local practice
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REAL ESTATE PURCHASE AND SALE AGREEMENT
14
for the county in which the Property is located. Upon the request of either party, adjustments
shall be made between the parties after the date of closing for the actual amount of any prorations
made on the basis of estimates as of the date of closing.
16. Leases, Licenses and Contracts Affecting the Property. During the period of
time between the Effective Date of this Agreement and the date of closing, the Port shall not
enter into any leases, sub-leases, licenses or other contracts affecting all or any portion of the
Property without the prior approval of the City. The City shall give written notice to the Port of
its approval or disapproval of any such proposed contract within thirty (30) days of receiving
same from the Port. Should the City fail to respond to a request for approval of a proposed
contract within the specified time period, the City's approval of such contract shall be deemed
given.
17. Risk of Loss. In the event of material loss of or damage to the Property prior to
the closing, the City may terminate this Agreement by giving written notice of termination to the
Port.
18. Eminent Domain. If prior to the date for closing, title to all or any part of the
Property is taken by eminent domain, the City may, by written notice to the Port, elect to cancel
this Agreement prior to the date set for closing by delivering written notice of its election to the
Port. In the event the City elects to terminate this Agreement pursuant to this Section 18, all
rights or obligations of the Port and the City under this Agreement shall immediately terminate
and be of no further force and effect. Unless this Agreement is so canceled, it shall remain in
full force and effect and the Port shall assign, transfer and set over to the City all the Port's right,
title and interest in and to any awards that may be made for such taking.
19. Default and Remedies. If there is an event of default under this Agreement by
either Party, the non-defaulting Party will be entitled (i) to seek specific performance of the
defaulting Party's obligations under this Agreement or (ii) to terminate this Agreement by
written notice to the defaulting Party and Escrow Agent. If the non-defaulting Party elects to
terminate this Agreement, all documents will be immediately returned to the Party who
deposited them, and neither Party will have any further rights or obligations under this
Agreement, except as otherwise provided in this Agreement, other than that the defaulting Party
shall pay any costs of terminating the escrow and any cancellation fee for the Preliminary
Commitment.
20. Notices. All notices to be given by each Party to the other pursuant to this
Agreement shall be delivered in person, by facsimile, nationally recognized overnight courier
services or deposited in the United States mail, properly addressed, postage fully prepaid, for
delivery by certified or registered mail, return receipt requested. Notices given by personal
delivery or facsimile shall be deemed effective upon receipt (provided notice by facsimile is on a
business day and receipt is acknowledged); notices given by mail or overnight courier shall be
deemed effective on the third business day after deposit. Notices may be given at the following
addresses and facsimile numbers, until further notice by either party:
If to the Port: Port of Seattle
Real Estate Division
PO Box 1209
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REAL ESTATE PURCHASE AND SALE AGREEMENT
15
Seattle, WA 98111
Attn: Managing Director Real Estate Division
Facsimile: (206) 787-3280
With a copy to: Port of Seattle Legal Department
PO Box 1209
Seattle, WA 98111
Attn: General Counsel
Facsimile: (206) 787-3205
If to the City: City of Woodinville
17301 133rd AVE NE
Woodinville, WA 98072
Attn: Richard Leahy
Facsimile: (206) 489-2705
With a copy to: Greg A. Rubstello, Esq.
Ogden Murphy Wallace, PLLC
901 5th Avenue, Suite 3500
Seattle, WA 98164-2008
Facsimile: (206) 447-0215
21. Miscellaneous.
21.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and any and all prior agreements,
understandings or representations with respect to its subject matter are hereby canceled in their
entirety and are of no further force or effect.
21.2 Governing Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of Washington. The venue of any action arising out of this
Agreement shall be in the Superior Court of the State of Washington, in and for King County.
21.3 Interpretation. This Agreement and each of the terms and provisions of
it are deemed to have been explicitly negotiated by the parties, and the language in all parts of
this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for
or against either of the parties hereto. The captions and headings in this Agreement are used
only for convenience and are not intended to affect the interpretation of the provisions of this
Agreement. This Agreement shall be construed so that wherever applicable the use of the
singular number shall include the plural number, and vice versa, and the sue of any gender shall
be applicable to all genders.
21.4 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or
unenforceable, the remainder of this Agreement and the application of that provision to other
persons or circumstances shall not be affected thereby, but shall instead continue in full force
and effect, to the extent permitted by law.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
16
21.5 Legislative Approval. The parties' performances under this Agreement
are contingent on approval of this Agreement by each party's respective legislative body and in
accordance with applicable law.
21.6 Warranty of Authority. Each of the signatories hereto warrants and
represents that he or she is competent and authorized to enter into this Agreement on behalf of
the Party for whom he or she purports to sign the Agreement. Each person signing this
Agreement also represents and warrants that no other person's signature is needed in order (i) for
this Agreement to be binding on such Party; or (ii) to release the claims, demands, actions and
causes of action that such Party is purporting to release.
21.7 Modification or Amendment. No amendment, change or modification
of this Agreement shall be valid, unless in writing and signed by all of the Parties hereto.
21.8 No Waiver. No term or condition of this Agreement will be deemed to
have been waived or amended unless expressed in writing, and the waiver of any condition or
the breach of any term will not be a waiver of any subsequent breach of the same or any other
term or condition.
21.9 No Third Party Beneficiaries. This Agreement is made for the exclusive
benefit of the Parties hereto. There are not third party beneficiaries to this Agreement.
21.10 No Joint Venture. Nothing contained in this Agreement shall be
construed as creating any type or manner of partnership, joint venture or other joint enterprise
between the parties.
21.11 No Brokers. The Port and the City hereby represent to and agrees with
the other that it has not had any contact or dealings regarding the Property, or any
communication in connection with the subject matter of this transaction, through any licensed
real estate broker or other person who can claim a right to a commission or finder's fee as a
procuring cause of the purchase and sale contemplated by this Agreement. If any broker or
finder perfects a claim for a commission or finder's fee based on any other contract, dealings or
communication, the party through whom the broker or finder makes his or her claim will be
responsible for that commission or fee and shall indemnify, defend, and hold harmless the other
party from and against any liability, cost or damages (including attorneys' fees and costs) arising
out of that claim. The provisions of this Section 21.11 shall survive the Closing or earlier
termination of this Agreement.
21.12 No Merger. The terms and provisions of this Agreement shall not merge
into, but shall survive, the Closing of the transaction contemplated by this Agreement and the
Deed to be delivered pursuant hereto.
21.13 Time of the Essence. Time is of the essence of each and every provision
of this Agreement. The Parties agree that strict compliance by both of them is required with
respect to any date set forth in this Agreement.
21.14 Exhibits. The following Exhibits, which are attached to this Agreement,
are incorporated herein and by this reference made a part of this Agreement:
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REAL ESTATE PURCHASE AND SALE AGREEMENT
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EXHIBIT A - Legal Description of the Property
EXHIBIT B - Diagram Map Showing the Property
EXHIBIT C - Schedule of Third Party Leases, Licenses and Contracts
EXHIBIT D - Form of Quit Claim Deed
EXHIBIT E - Form of Bill of Sale
EXHIBIT F - Form of Partial Assignment and Assumption of Operations
and Maintenance Agreement
EXHIBIT G - Form of Assignment and Assumption of Third Party
Leases, Licenses and Contracts
EXHIBIT H - Non-Foreign Person Affidavit
21.15 Computation of Time. Except where expressly provided to the contrary,
as sued in this Agreement, the word "day" shall mean "calendar day," and the computation of
time shall include all Saturdays, Sundays and holidays for the purposes of determining time
periods specified in this Agreement. If the final date of any period of time set out in any
provision of this Agreement falls on a Saturday or a Sunday or a legal holiday, then in such
event, the time of such period shall be extended to the next day that is not a Saturday, Sunday or
legal holiday. As used in this Agreement, the term "Business Day" shall mean a day that is not a
Saturday, Sunday or a legal holiday.
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REAL ESTATE PURCHASE AND SALE AGREEMENT
18
21.16 Execution in Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original and all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
PORT: CITY:
Port of Seattle, a municipal City of Woodinville, a municipal
corporation of the State of Washington corporation of the State of Washington
By: ___________________________________ By: ________________________________
Name: _________________________________ Name: _____________________________
Title: __________________________________ Title: ______________________________
Approved as to Form:
___________________________________
City Attorney
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REAL ESTATE PURCHASE AND SALE AGREEMENT
19
Woodinville to King County Line
All that portion of BNSF Railway Company's (formerly Northern Pacific Railway Company)
Snohomish to Woodinville, Washington Branch Line right of way, varying in width on each side
of said Railway Company's Main Track centerline, as now located and constructed upon, over
and across King County, Washington, more particularly described as follows, to-wit:
That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each
side of said Main Track centerline, as now located and constructed, upon, over and across the
Lots 2, 3, the SN , and the ESW Section 3, the NW Section 10, all in Township 26
North, Range 5 East, W.M., bounded on the North by the North line of said Section 3, said line
also being the North line of King County, Washington, and bounded on the West by the West
line of said NW Section 10, EXCEPTING THEREFROM, that portion lying Easterly of a
line parallel with and distant 20 feet Easterly from, measured at right angles to said Railway
Company's Main Track centerline as now located and constructed, bounded on the North by the
South line of 8th Street, according to the recorded plat of Bear Creek Addition to Day City,
Washington, and bounded on the South by a line perpendicular to said Railway Company's Main
Track centerline distant 450.0 feet Southerly from the North line of said ESW Section 3, as
measured along said Main Track centerline; also,
A 100 foot wide strip of land being that portion of that certain 100.0 foot wide strip of land
described in deed dated June 8, 1887 from Ira Woodin and Susan Woodin to Seattle and West
Coast Railway, recorded June 14, 1887 in Book 42 of Deeds, Page 410, records of King County,
Washington, that portion of that certain 100.0 foot wide strip of land described in deed dated July
26, 1890 from Ira Woodin and Susan Woodin to Seattle and West Coast Railway, recorded
November 10, 1890 in Book 112 of Deeds, Page 556, records of King County, Washington, and
that certain 100.0 foot wide strip of land described in deed dated June 14, 1887 from Mary B.
Jaderholm to Seattle and West Coast Railway, recorded June 14, 1887 n Book 41 of Deeds, Page
385, records of King County, Washington, lying in Section 9, and bounded on the West by a line
drawn radially to said Railway Company's Main Track centerline, distant 1867.0 feet Easterly of
the West line of said Section 9, also being the Easterly boundary of that certain Tract VIII
described in deed dated December 19, 1985 from Burlington Northern Railroad Company to
King County, recorded in the records of King County, Washington as Instrument No.
198512191094, EXCEPTING THEREFROM, that certain tract of land described in Deed
dated June 29, 1999 from The Burlington Northern and Santa Fe Railway Company to ANT,
LLC recorded May 22, 2000 as Document No. 20000522001158, records of King County,
Washington, ALSO EXCEPTING THEREFROM, that portion of that certain tract of land
described in deed dated November 17, 1998 from The Burlington Northern and Sana Fe Railway
Company to Tjossem Properties IV, LLC and Tjossem Properties V, LLC, recorded December
23, 1998 as Instrument No. 9812240021, which lies within said 100.0 foot strip of land; also,
That certain 0.32 acre tract of land described in deed dated July 24, 1903 from Frank A. Woodin
and Anna Woodin to Northern Pacific Railway Company recorded July 30, 1903 in Book 370 of
Deeds, Page 89, records of King County, Washington, said 0.32 acre tract being described in said
deed for reference as follows:
"All that portion of the Southeast quarter of the Northeast quarter (SE/4 of NE/4) of Section Nine
(9), Township Twenty-six (26) North, Range Five (5) East, W.M., described be metes and
bounds as follows: Beginning at the point where the southeasterly line of the present right of way
of the Northern Pacific Railway intersects the south line of the said Southeast quarter of the
Northeast quarter (SE/4 of NE/4) and running thence east along the south line of said Southeast
quarter of the Northeast quarter (SE/4 of NE/4) a distance of 190 feet, more or less, to a point
which is 50 feet distant from, when measured at right angles to, the center line of the proposed
Seattle Belt Line Branch of the Northern Pacific Railway as the same is now located, staked out
and to be constructed over and across said Government subdivision; thence running northeasterly
and parallel with and 50 feet distant from said center line of the Seattle Belt Line Branch distant
400 feet, more or less, to a point in the southeasterly line of the present right of way of Northern
Pacific Railway, thence southwesterly along said right of way line to point of beginning
containing 0.32 acres, more or less."; also,
That portion of that certain 100 foot wide strip of land lying in the N/2 of the SE/4 of Section 9,
Township 26 North, Range 5 East, W.M., being that certain 1.91 acre tract of land described in
deed dated May 19, 1903 from Mary B. Hansen and Anders Hansen to Northern Pacific Railway
Company recorded May 28, 1903 in Volume 361 of Deeds, Page 48, records of King County,
Washington and that certain 0.92 acre tract of land described in deed dated July 1, 1903 from A.
J. Milton and Anna Milton to Northern Pacific Railway Company recorded July 10, 1903 in
Volume 363 of Deeds, Page 211, records of King County, Washington, said 100 foot wide strip
being described as follows:
"A 100 foot wide strip of land being 50.0 feet on each side of said Railway Company's Seattle
Belt Line Main Track centerline as originally located and constructed, upon, over and across said
N/2 of the SE/4 of Section 9, bounded Northerly and Southerly by the North and South lines of
said N/2 of the SE/4 of Section 9.";
EXCEPTING THEREFROM, that portion lying Southerly of the Northeasterly boundary of
that certain 100 foot wide tract of land described in deed dated May 4, 1887 from Mary B.
Jaderholm to Seattle Lake Shore and Eastern Railway Company, recorded May 5, 1887 in
Volume 40 of Deeds, Page 288, records of said County; also,
That certain 0.03 acre triangular tract of land described in deed stated June 4, 1923 from Mary B.
Hansen and A. Hansen to Northern Pacific Railway Company recorded June 8, 1923 in Volume
1192 of Deeds, Page 539, records of King County, Washington, said 0.03 acre tract being
described in said deed for reference as follows:
"That certain triangular portion of the northeast quarter of southeast quarter (NE of SE) of
section nine (9) in township twenty-six (26) north of range five (5) east of the Willamette
Meridian, lying easterly of and between the rights of way of the Northern Pacific Railway
Company for it s Snoqualmie Branch and its Lake Washington Belt Line and westerly of a line
parallel with and distant twenty-five (25) feet easterly, measured at right angles from the center
line of the proposed wye track connection between said branch lines as the same is now located,
staked out and to be constructed over and across said premises, containing three hundredths
(0.03) acres, more or less."; also,
That portion of that certain 100.0 foot wide Branch Line right of way, being 50.0 feet on each
side of said Main Track centerline, as originally located and constructed, upon, over and across
that portion the NSE of Section 9, Township 26 North, Range 5 East, W.M., King County,
Washington, lying Northerly of the Southwesterly boundary of that certain 100 foot wide tract of
land described in deed dated June 14, 1887 from Mary B. Jaderholm to Seattle and West Coast
Railway, recorded June 14, 1887 in Volume 41 of Deeds, Page 385, records of said County.
EXHIBIT "8"
/
1867.00' FROM WEST LINE OF
/ SECTION 9.
(DEED, AFN 20091218001536)
WESTERLY TERMINUS
PER DEED,
AFN 20091218001536. " SEGMENT TABLE
10 LENGTH BEARING RADIUS DELTA
01 133.72: 955.37' 8'01'10"
L1 1047.78' 861'52'16"E
02 33.36' 73952' 23503"
cs 62.83' 1205.70' 2'59'08"
04 60.36' 1519.16' 2'16'35"
L2 299.86' 55401291:
cs 122.27' 912.08' r4052"
06 36424 858.76' 24'18'07"
c7 228 87' 924113' 141124"
C8-186.41' 987260' 10'48'53"
.411?
"L3 I 1974, 96' N68'59'15"E
:l N )4, CORNER
SECTION 9'
I //
V\
SNOHOMISH TO WOODINVILLE,
WASHINGTON BRANCH LINE
NW LINE OF PARCEL
DESCRIBED EIY DEED,
AFN 9812240021.
EXHIBIT "B"
10230 NE Points Drive
WOOD/NWLLE NORTH SUBDIVISION RAIL LINE Suite (00
EASEMENT EXHIBIT Phone: (425) 822-4446
FAX: (425) 8274577
Lulu-net: "11.01.310.005!
Portion of Sec.09,7'.26N.,R.055.,W.M. HamiGIoiaIPdmer
King County, Washington (SHEET 1 OF 5)
1 3 EXHIBIT "3"
SEGMENTTABLE
ID LENGTH BEARING RADIUS D ELTA
L3 1974.96: N68'59'15"E
09 142.20' 3419.30' 2'22'58"
C10 248.21' 2598.85' 5'28'20"
01 1 776.60' 2891.21' 15'23'24"
L8 11.26' 867'03'30"W
024 128.26' 875.09I 8'25'51"
70.57' 1451.00l 2'47'1 " 025 1
026 86.26' 697.37' 7'05'15"
027 162.33' 921.22' 10'05'47"
L9 147.32' 33841'26"W
028 221.09' 1466,70' 8'38'12"
029 116.48' 1364.46' 4'53'29"
030 204.00' 1516.46' 7'42'27"
SNOHOMISH TO WOODINVILLE,
WASHINGTON BRANCH LINE
29.00'
(485.7' FROM ICSIST (Q ) 29.00'
(2884' FROM 1318?" Q )14.00'
POINT OF SWITCH
POINT "A" @4'/~
14.00'
S LINE OF ROAD EASEMENT
50.00' (TYP.) .T AFN 5578685
I OHW LINE
'3; 5'\/ EAST BANK SAMMAMISH RIVER
ll W90"' I SEATTLE. BELT LINE
9x \/Qz/9/ \ C30
~"7/ "h l \
(SEE SHEET 1)
EXHIBIT "B"
10230 NE Points Drive
WOOD/NVILLE NORII-l SUBDIVISION RAIL LINE Suite 400
MSEMENT EXHIBIT Phone: (425] 3224446
me (425) 4327-9577
Internet: momma
Portions of 566.09 3: 70,7".26N.,R.05E,W.M. Hamicbhelkrmer
King County, WashIngton (SHEET 2 OF 5)
EXHIBIT "8"
(SEE SHEEI 4)
L.....'
"33%, \
SNOHOMISH TO WOODINVILLE,
WASHINGTON BRANCH LINE
N819:///'
/
,
SEGMENT TABLE
l
ID LENGTH BEARING RADIUS DELTA
C11 776.60' 2891.21I 15'23'24-n
C12 732.44' 2829.79" 14'49'48"
L4 12.02' N30'54'45"E
C13 821.13I 2828.34' 16'38'03"
C14 319.35' 3229.11f 539'59"
C15 264.92' 2197.12' 6'54'30"
L5 923.48' NO1'42'13"E
(SEE SHEET 2)
EXMBWF 23"
10230 NE Points Drlve
WOOD/NVILLE NORTH SUBDIVISION RAIL LINE Suite 400
EASEMENT'ExHwr Phone: (425) 822-4446
FAX: (425) 827-9577
Internet: m.0tak.COM
Portions of $86.03 6': IO,7'.26N.,R.05E.,WM.
King County, Washington
EXHIBIT B
(SEE SHEET 5)
50.00' (mg)
SEGMENT TABLE '
ID LENGTH BEARING RADIUS DELTA
L5 922.3148a NO1'42'13"E
C16 104.28' 4234.62' 1'24'39"
C17 83.34' 3618.03' 1'19'11"
C18 98.76' 4715.31' 1'12'02"
L6 2265.77' N05'38'05"E
C19 171 .49' 1492.99" . 5,7452"
SNOHOMISH TO WOODINVILLE,
WASHINGTON BRANCH LINE
W 14 CORNER
SECTION 3.
1/ NE1951HST
1
'~ 38858'23"E 2424.69'
NORTH MARGIN OF
~
NE 190TH ST '
300'
L; I!
(SEE SHEET 3)
EXHIBIT "B"
' 10230 NE Point: Drive
WOODINV/LLE NORTH SUBDIVISION RAIL LINE Suite 400
54$EMENT EXHIBIT Phone: (425) 3224448
FAX: (425) 527-9577
Internet: mgmcou
Portions of Sec.03,7'.26N.,R.05E.,W.M. Ham-n'Globalnethr
King County, Washington (SHEEI' 4 OF 5)
EXHIBIT "8"
SEGMENT TABLE
ID LENGTH BEARING RADIUS . DELTA
19 17L49' 149299' 63452"
020 5863' 820.00l $0547"
_
C21 17L49' 149289' 63452"
L7 188.41' N11'37'26"W
C22 14637' 140978' 35655"
C23 489.67' 940.62' 29'49'38"
N8845'O4"W
39.78'
TOWNSHIP 27M
.2 / 34 SNOHOMISH COUNTY
TOWNSHIP 26N *
'- ~
'\ 3 KING COUNTY
SNOHOMISH TO WOODINVILLE,
WASHINGTON BRANCH LINE
0' 150' 300'
(SEE SHEET 4)
EXHIBIT "B"
10230 NE Point: Drive
WOOD/NWLLE NORTH SUBDIVISION RAIL LINE: Suite 400
E43EMENT EXHIBIT Phone: (425) 522-4446
me (425) 327-9577
tnbemet: momma!
'
Porz'ions of Sec.0.3,7'.26N.,R.05E.,W.M. '_ v. "mimmg
King County, Washington ' (SHEET 5 OF 5)
EXHIBIT C
Woodinville MP 23 .8-MP 26.37
I I IDescription T T I
Type Contract No. Contractor(&) Location Date ILSIMP MP
r:..::........ -
PORT 2286 WOODINVILLE LANDING, LLC. DRIVEWAY, PARKING & LANDSCAPING WA-WOODINVILLE 4/1/2012 23.8
IGENERAL TELEPHONE COMPANY OF THE
PRPW ,I,..C-00246261 NO PHONE CABLE XING SS 7+15 WA-WOODINVILLE 2116/1984 23.92
TWO FOUR INCH t-'VG GARHit:.H PIPES,
SURVEY STATION 6+78.5, MP. 23.95, LINE
PRPL PX-90016251 GTE NORTHWEST INC SEGMENT 0403 WA-WOODINVILLE 10/15/1990 23.95
2 PRIVATE AT-GRADE CROSSINGS, KING
PRPC CX-88016011 HOLLISTER, DALE F. COUNTY WA-WOODINVILLE 4/15/1988 MP. 24.02 24.02
PRIVATE AT-GRADE CROSSING, KING
PRPC CX-86016012 ALLIED INVESTMENT CORP. COUNTY WA-WOODINVILLE 4/15/1988 MP. 24.02 24.02
ICALWEST INDUSTRIAL I"'HUt-'tH liES, TWO 40 FOOT ASPHALT PAVED PRIVATE
LLC.; CALWEST INDUSTRIAL HOLDINGS, ROAD CROSSINGS; CANCELS CX LS. 403,
PRPC BF-00013663 LLC. #88016060; WA-WOODINVILLE 2129/2000 MP. 24.14 24.14
M&O PRIVATE ROAD CROSSING, SURVEY
PRPC CX-89016031 UNDERWOOD 122 STATION 1240+18, MP. 24.14 WA-WOODINVILLE 7/3/1989 24.14
M&O OF PRIVATE ROAD CROSSING,
SURVEY STATION 1240+19, MP. 24.14,
PRPC CX-90016097 CRAFTSMEN SIGNS LINE SEGMENT 403 WA-WOODINVILLE 11/15/1990 24.14
12 INCH WAl t:.R LINt: Nl.:i,SUHVt:.Y
~-
STATION 2443+36, MP. 24.22, LINE
PRPL PX-920~ 6071 BOTHELL CITY OF SEGMENT 0403 WA-WOODINVILLE 5/1/1992 24.22
40 FOOT ASPHALT PAVED PRIVATE ROAD
CALWEST INDUSTRIAL PROPERTIES, CROSSING, 2 SLOPE AREAS, 10 FOOT &
LLC.; CALWEST INDUSTRIAL HOLDINGS, 20 FOOT ROADWAY; CANCELS CX LS. 403,
PRPC BF-00013659 LLC. #87016030; WA-WOODINVILLE 2129/2000 MP. 24.44 24.44
TJOSSEM, ROBERT P. & SILVERNALE, G.
J.; SPIEKER-HOSFORD-JEFFERSON NO.
166; CALWEST INDUSTRIAL PROPERTIES, 8 INCH CMP STORM DRAINAGE PIPELINE, LS. 403,
PRPL PX-88016008 LLC. KING COUNTY; CANCELS LC #235148 WA-WOODINVILLE 213/1986 MP. 24.44 24.44
IUGD T EL~PHONE WIRE LINE, KING
PRPW PX-88016052 GTE NORTHWEST, INC. COUNTY WA-WOODINVILLE 6/15/1988 MP. 24.44 24.44
SPIEKER-HOSFORD-JEFFERSON NO. 166;
PRPW PX-88016120 CALWEST INDUSTRIAL PROPERTIES, LLC. UGD ELECTRIC WIRE LINE, KING COUNTY WA-WOODINVILLE 10/31 /1988 MP. 24.44 24.44
UGD FIBER OPTIC TV CABLE; LS. 403, MP.
PRPW BF-Q0012260 VISTA TELEVISION CABLE, INC. 24.46; WA-WOODINVILLE 11 /211999 24.46
IUGD FIBER OPTIC WIRE LINE; LS. 403, MP.
PRPW BF-00015504 VISTA TELEVISION CABLE, INC. 24.46; WA-WOODINVILLE 8/29/2000 24.46
TEMPORARY AND PERMANENT CHANGES
IN TRACKS; RECONSTRUCTION OF MP.
GVHB NP-00017126 WASHINGTON, STATE OF BRIDGE NO. 24.1; WA-WOODINVILLE 10/3/1962 24+3549 24.67
3 SEWER PIPELINES, KING COUNTY, MP.
PRPL LC-212716 KING COUNTY WATER DISTRICT 104 0+900, MP. 24+2616, MP. 24.7 WA-WOODINVILLE 11 /19/1973 LS. 403 24.7
TELEPHONE CABLE, SURVEY STATION
PRPW PX-92016213 GTE NORTHWEST INC 1274+00, MP. 24.78, LINE SEGMENT 0403 WA-WOODINVILLE 11 /16/1992 24.78
PRPC CX-86016046 VINTAGE AUTO PARTS INC M&O PRIVATE ROAD CROSSING, MP. 24.9 WA-WOODINVILLE 6/16/1986 MP. 24.9 24.9
IDIT NP-00019067 GEORGIA PACIFIC CORP WA-WOODINVILLE 9/5/1969 24.9
PRPC NP-83580 HORTON, WALLACE PRIVATE CROSSING NEAR MP. 25 WA-WOODINVILLE 2/12/1958 25
INSTALL ADVANCE PRE-EMPTION TONE LS. 403,
GVXS BF-00023097 WOODINVILLE, CITY OF 178TH PLACE; WA-WOODINVILLE 9/12/2002 MP. 25.13 25.13
PORT 2102 Comcast of Washington IV Communication Line or Television Cable WA-WOODINVILLE 7/19/2011 25.14
IRI::HAI:3 ..;HUSSINC.; & INSIALLAt-LS
CANTILEVER/GATES AT NE 138TH LS. 0403,
GVXS 1
BN-00040969 WOODINVILLE, CITY OF AVENUE, KING COUNTY WA-WOODINVILLE 11 /1/1996 MP. 25.16 25.16
SANITARY SEWER PIPELINE, KING LS. 403,
PRPL PX-96021075 WOODINVILLE WATER DISTRICT COUNTY WA-WOODINVILLE 5/21 /1996 MP. 25.16 25.16
GENERAL TELEPHONE CO. OF THE TELEPHONE CABLE, MP. 25+980, SS.
PRPW LC-00237525 NORTHWEST, INC. 1295+20; WA-WOODINVILLE 5/16/1981 25.19
PRPL NP-78267 ROSE, ALBERT 1.51NCH WATER PIPELINE WA-WOODINVILLE 9/15/1954 25.53
UGD FIBER OPTIC CABLE, LS. 403, MP.
PRPW BF-00009524 PACIFIC FIBER LINK, LLC. 25.63; WA-WOODINVILLE 11 /2/1998 25.63
WIDEN & IMPROVE NE 190TH STREET &
WOODINVILLE-SNOHOMISH ROAD
CROSSING, REMOVE CONCRETE
CROSSING, PLACE RUBBER CROSSING, LS. 403,
GVXS BN-00032460 KING, COUNTY OF GRANT EASEMENT; KING COUNTY; WA-WOODINVILLE 7/24/1991 MP. 25.63 25.63
INSTALL AFLS/GATES, NE 190TH ST. & LS. 403,
GVXS BN-00032462 KING, COUNTY OF WOODINVILLE SNOHOMISH RD .; WA-WOODINVILLE 3/26/1991 MP. 25.63 25.63
GENERALTELI::PHONI::COMPANYOt-THE
PRPW LC-00213163 NO PHONE CABLE XING MP 25+3341 FT WA-WOODINVILLE 2/16/1974 25.63
1SIX TELEPMUNt: :ARI FS, SURVt:.Y
STATION 1319+62, MP. 25.64, LINE
PRPW PX-91016015 GTE NORTHWEST, INC. SEGMENT 0403 WA-WOODINVILLE 2/1 /1991 25.64
INSTALL AFLS AT STATE SECONDARY MP.
GVXS NP-00013950 WASHINGTON, STATE OF HWY. 1-A GRADE CROSSING; WA-WOODINVILLE 2/4/1952 25+3407 25.65
PX-92013113 LS. 403, MP. 25.65 WA-WOODINVILLE 25.65
PRPL LC-:00226480 KING COUNTY WATER DISTRICT 104 SEWER PIPELINE MP 25+4140 WA-WOODINVILLE 10/1/1977 25.78
PRPL LC-00236565 DYAD CONSTRUCTION, INC. 121NCH STORM SEWER PIPELINE; WA-WOODINVILLE 1/1/1981 25.78
PRIVATE ROAD CROSSING, SS. 1329+08,
PRPC LC-00221825 DYAD CONSTRUCTION INC MP. 25.83, LS. 403, CANCELS LC #219549; WA-WOODINVILLE 111/1976 25.83
CONSTRUCT CROSSING & INSTALL LS. 0403,
GVXS BN-00027951 KING, COUNTY OF SIGNALS, 195TH ST.; KING COUNTY; WA-WOODINVILLE 10/20/1989 MP. 25.86 25.86
PRPL LC-00230683 KING COUNTY WATER DISTRICT NO. 104 10 INCH WATER PIPELINE, MP. 25+4560; WA-WOODINVILLE 2/1 /1979 25.86
OVERHEAD FIBER OPTIC LINE - ONE LS. 0403,
PRPW BF-00027122 NORTHSHORE SCHOOL DISTRICT CONDUCTOR; KING COUNTY WA-WOODINVILLE 9/18/2003 MP. 25.87 25.87
GENERAL TELEPHONE COMPANY UF THt:.
PRPW LC-00211140 NO PHONE WIRE XING MP 25+4596 FT WA-WOODINVILLE 7/16/1973 25.87
PRPW NP-82209 WEST COAST TELEPHONE CO. TELEPHONE WIRELINE CROSSING WA-WOODINVILLE 4/3/1957 25.99
PRIVATE CROSSING, MP. 26; CONVERTED
TO A PUBLIC CROSSING & CANCELLED,
WESTERN SAWDUST PRODUCTS INC. DOT NO. 091808P, CONNECTS NE 144TH &
PRPC NP-00019219 NKA BASSETI WESTERN, INC. 200TH STREETS WA-WOODINVILLE 3/15/1968 26
RW-93016260 LS. 403, MP. 26.01 WA-WOODINVILLE 26.01
IESTABLISHMENT PUBLIC~ ,~~~lNG@
NORTHEASE 200TH STREET ON BLACK MP.
GVHB BN-00001739 KING, COUNTY OF RIVER TO SUMAS LINE: KING COUNTY WA-WOODINVILLE 3/16/1972 26+581 26.11
INSTALLATION OF SIGNALS, NE 200TH
GVXS BN-00024524 KING, COUNTY OF STREET; WA-WOODINVILLE 2/18/1987 MP. 26.11 26.11
GENERAL TELEPHONE COMPANY OF THE
PRPW LC-00214937 NO PHONE CABLE XING MP 26+601 FT WA-WOODINVILLE 8/16/1974 26.11
GENERAL TELEPHONE CO. OF THE OHD TELEPHONE CABLE, MP. 26+601, SS.
PRPW LC-00239667 NORTHWEST, INC. 1344+77; WA-WOODINVILLE 12/16/1981 26.11
INSTALL INTERTIE TO THE NE 200TH LS. 403,
GVXS BF-00018880 WOODINVILLE, CITY OF STREET CROSSING; WA-WOODINVILLE 8/31 /2001 MP. 26.12 26.12
8.51 INCH WATER PIPELINE, SS. 1345+05,
PRPL LC-00242575 WATER DISTRICT NO. 104 MP. 26+629; WA-WOODINVILLE 10/19/1982 26.12
UGD COMMUNICATION WIRE LINE, KING LS. 403,
PRPW PX-93016191 GTE NORTHWEST, INC. COUNTY WA-WOODINVILLE 8/9/1993 MP. 26.12 26.12
IGt:.NERAL TELEPHONE COMPANY OF THE
PRPW LC-00210838 NO PHONE CABLE XING MP 26+1229 FT WA-WOODINVILLE 6/16/1973 26.23
PRPC NP-00097880 KIEWIT PETER SONS CO WA-WOODINVILLE 12/5/1966 26.27
TEMPORARY OCCUPANCY FOR RE- LS. 403,
PRGN BF-00041211 UNDERWOOD GARTLAND 9 LLC GRADING, SNOHOMISH COUNTY WA-WOODINVILLE 7/14/2006 MP. 26.36 26.36
MP. 23.81, 23.81 -
GVXS BN-00022n4 WASHINGTON, STATE OF INSTALL AFLS; 8/22/1985 MP. 23.97
LS. 0403,
TEMPORARY OCCUPANCY FOR MP. 23.97
GEOTECHNICAL ASSESSMENTS, KING & MP. 23.97,
PRGN BF-00045055 WOODINVILLE, CITY OF 4/11 /2007 24.42 24.42
24.21 -
PMLO WA-WOODINVILLE
WA-WOODINVILLE
25.74-
26.01
EXHIBIT D
Form of Quit Claim Deed
Return Address:
Document Title(s) (or transactions contained therein):
1. Quit Claim Deed
Reference Number(s) of Documents assigned or released: N/A
(on page of documents(s))
Grantor(s) (Last name first, then first name and initials):
1. Port of Seattle, a municipal corporation of the State of Washington
Grantee(s) (Last name first, then first name and initials):
1. City of Woodinville, a municipal corporation of the State of Washington
Legal description (abbreviated: i.e. lot, block, plat or section, township, range)
[TO BE INSERTED]
Assessor's Property Tax Parcel/Account Number
N/A
REAL ESTATE PURCHASE AND SALE AGREEMENT D-1
Exhibit D Form of Quit Claim Deed
QUIT CLAIM DEED
The Grantor, PORT OF SEATTLE, a municipal corporation of the State of
Washington, for and in consideration of Ten and 00/100 Dollars ($10.00) and other good
and valuable consideration paid in hand, hereby conveys and quitclaims to the Grantee,
CITY OF WOODINVILLE, a municipal corporation of the State of Washington, certain
real property located in Snohomish County, Washington, as more fully described on
Exhibit A (the "Property"), subject to matters of record, and together with any interest
therein which the Grantor may hereafter acquire.
DATED ___________________________, 20___.
PORT OF SEATTLE, a municipal corporation of
the State of Washington
By
Name:
Title:
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT D-2
Exhibit D Form of Quit Claim Deed
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 20___, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn,
personally appeared ______________________________________________, to me
known to be the person who signed as ______________________________ of the PORT
OF SEATTLE, a municipal corporation of the State of Washington, that executed the
within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said municipal corporation for the uses and purposes therein
mentioned, and on oath stated that _______ was duly elected, qualified and acting as said
officer or member of the municipal corporation, and that _______ was authorized to
execute said instrument on behalf of said municipal corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day
and year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My appointment expires: .
REAL ESTATE PURCHASE AND SALE AGREEMENT D-3
Exhibit D Form of Quit Claim Deed
Exhibit A
to
Quit Claim Deed
Legal Description of the Property
[See attached.]
REAL ESTATE PURCHASE AND SALE AGREEMENT D-4
Exhibit D Form of Quit Claim Deed
REAL ESTATE PURCHASE AND SALE AGREEMENT D-5
Exhibit D Form of Quit Claim Deed
EXHIBIT E
Form of Bill of Sale
BILL OF SALE
THIS BILL OF SALE is made this ___ day of , 20___, by and
between the Port of Seattle, a municipal corporation of the State of Washington (the "Port")
and the City of Woodinville, a municipal corporation of the State of Washington (the "City").
A. The Port and the City have entered into that certain Real Estate and Purchase
and Sale Agreement dated ________________, 20___ (the "Agreement"), pursuant to which
the Port has agreed to convey and quitclaim to the City and the City has agreed to accept
certain real property located in King County, Washington, as more particularly described in
the Agreement (the "Property").
B. The Property is improved with personal property consisting of rail tracks and
certain commercial and industrial structures and fixtures associated with rail operations (the
"Improvements").
C. Pursuant to the terms of the Agreement, the Port has executed and the City has
acknowledged that certain Quit Claim Deed dated of even date herewith pursuant to which the
Port has conveyed and quitclaimed and the City has accepted the Property.
D. In accordance with the terms of the Agreement, the parties are entering into
this Bill of Sale for the transfer and conveyance of the Improvements.
NOW, THEREFORE, for and in consideration of the above recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Port does by these presents convey, quitclaim and deliver unto the City all of its right, title,
and interest, if any, in and to any Improvements located on the Property.
TO HAVE AND TO HOLD the Improvements unto the City, its successors and
assigns, forever.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the Port and the City have executed this Bill of Sale as of
the day and year first above written.
REAL ESTATE PURCHASE AND SALE AGREEMENT E-1
Exhibit E Form of Bill of Sale
PORT: CITY:
Port of Seattle, City of Woodinville,
a municipal corporation of the State of a municipal corporation of the State of
Washington Washington
By By
Name: Name:
Title: Title:
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT E-2
Exhibit E Form of Bill of Sale
REAL ESTATE PURCHASE AND SALE AGREEMENT E-3
Exhibit E Form of Bill of Sale
EXHIBIT F
Form of Partial Assignment and Assumption of
Operations and Maintenance Agreement
PARTIAL ASSIGNMENT AND ASSUMPTION OF
OPERATIONS AND MAINTENANCE AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF OPERATIONS AND
MAINTENANCE AGREEMENT (this "Assignment") is executed on this ____ day of
__________, 20___, by and between the Port of Seattle, a municipal corporation of the State
of Washington ("Assignor"), and the City of Woodinville, a municipal corporation of the
State of Washington ("Assignee").
RECITALS
A. Assignor and Assignee are parties to that certain Real Estate Purchase and
Sale Agreement dated as of , 20___ (the "Agreement"), pursuant to
which Assignor has agreed to sell and Assignee has agreed to buy the real property legally
described in Exhibit A of this Assignment (the "Property").
B. Assignor is a party to the Operations and Maintenance Agreement between
Port of Seattle and Eastside Community Rail LLC, successor in interest to GNP Rly, Inc.,
(the "O&M Agreement"), whichsets forth the rights, obligations, terms and conditions for
freight rail operations over the Woodinville Subdivision. Attached hereto as Schedule 1 and
incorporated herein by this reference is a true and correct copy of the O&M Agreement.
C. Pursuant to the Agreement, Assignee wishes to succeed Assignor to all right,
title and interest in and to the O&M Agreement so far as it applies to the Property.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and conditions contained in
this Assignment, the parties agree as follows:
1. Partial Assignment of O&M Agreement. Assignor hereby assigns and
transfers to Assignee all of Assignor's right, title and interest in and to the O&M Agreement
to the extent that the O&M Agreement affects and applies to rail operations over the
Property.
2. Partial Assumption of O&M Agreement. To the extent assigned as set
forth above, Assignee hereby assumes all of Assignor's duties and obligations under the
O&M Agreement arising and accruing from and after the date of this Assignment, and
Assignee further succeeds to the interests of Assignor under the O&M Agreement.
REAL ESTATE PURCHASE AND SALE AGREEMENT F-1
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
3. Indemnification.
3.1 Indemnification by Assignor. Assignor agrees to fully, completely
and unconditionally indemnify and hold Assignee harmless from and against all claims,
losses, expenses, liabilities, damages, including without limitation, interest and penalties,
attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against
Assignee, or which Assignee may incur or suffer and that arise under the O&M Agreement
(i) prior to the date of closing of the transaction contemplated in the Agreement, or (ii) to the
extent the O&M Agreement affects and applies to real property and improvements outside
the Property that remain under Port ownership.
3.2 Indemnification by Assignee. Assignee agrees to fully, completely
and unconditionally indemnify and hold Assignor harmless from and against all claims,
losses, expenses, liabilities, damages, including without limitation, interest and penalties,
attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against
Assignor, or which Assignor may incur or suffer and that arise under the O&M Agreement
(i) after the date of closing of the transaction contemplated in the Agreement, and (ii) to the
extent the O&M Agreement affects and applies to the Property.
4. Binding Effect. This Assignment shall be binding on and inure to the benefit
of the Assignor, Assignee and their respective successors in interest and assigns.
5. Governing Law. This Assignment shall be construed and enforced in
accordance with the laws of the State of Washington. Venue for any action regarding this
Assignment shall be the Superior Court in and for King County.
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT F-2
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
the day and year first above written.
ASSIGNOR:
Port of Seattle, a municipal corporation of the State of
Washington
By
Name:
Title:
ASSIGNEE:
City of Woodinville, a municipal corporation of the
State of Washington
By
Name:
Title:
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT F-3
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 20 ___, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared ______________________________________________, to me known to be the
person who signed as ______________________________ of the PORT OF SEATTLE, a
municipal corporation of the State of Washington, that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of
said company for the uses and purposes therein mentioned, and on oath stated that _______
was duly elected, qualified and acting as said officer or member of the municipal corporation,
and that _______ was authorized to execute said instrument on behalf of said municipal
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My appointment expires: .
REAL ESTATE PURCHASE AND SALE AGREEMENT F-4
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 20 ____, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared ______________________________________________, to me known to be the
person who signed as ______________________________ of the CITY OF
WOODINVILLE, a municipal corporation of the State of Washington that executed the
within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said company for the uses and purposes therein mentioned, and on
oath stated that _______ was duly elected, qualified and acting as said officer or member of
the county, and that _______ was authorized to execute said instrument on behalf of said
county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My appointment expires: .
REAL ESTATE PURCHASE AND SALE AGREEMENT F-5
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
Exhibit A
Legal Description of the Property
[See attached.]
REAL ESTATE PURCHASE AND SALE AGREEMENT F-6
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
Schedule 1
to
Partial Assignment and Assumption of Operations and Maintenance Agreement
[See attached.]
REAL ESTATE PURCHASE AND SALE AGREEMENT F-7
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
REAL ESTATE PURCHASE AND SALE AGREEMENT F-8
Exhibit F Form of Partial Assignment and Assumption of Operations and Maintenance Agreement
EXHIBIT G
Form of Assignment and Assumption of
Third Party Leases, Licenses and Contracts
ASSIGNMENT AND ASSUMPTION OF
THIRD PARTY LEASES, LICENSES AND CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF THIRD PARTY LEASES,
LICENSES AND CONTRACTS (this "Assignment") is executed on this ____ day of
__________, 20___, by and between the Port of Seattle, a municipal corporation of the State
of Washington ("Assignor"), and the City of Woodinville, a municipal corporation of the
State of Washington ("Assignee").
RECITALS
A. Assignor and Assignee are parties to that certain Real Estate Purchase and
Sale Agreement dated as of , 20__ (the "Agreement"), pursuant to
which Assignor has agreed to sell and Assignee has agreed to buy the real property legally
described in Exhibit A of the Agreement (the "Property").
B. Assignor is a party to the Third Party Leases, Licenses and Contracts as
defined and described in the Agreement and in the attached Schedule 1.
C. Pursuant to the Agreement, Assignor wishes to assign, and Assignee wishes to
assume, all of Assignor's right, title and interest in and to the Third Party Leases, Licenses
and Contracts.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and conditions contained in
this Assignment, the parties agree as follows:
1. Assignment of Third Party Leases, Licenses and Contracts. Assignor
hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the
Third Party Leases, Licenses and Contracts identified in Schedule 1, attached hereto and
incorporated herein by this reference. If after the date of this Assignment the Parties discover
any additional Third Party Leases, Licenses and Contracts encumbering the Property, each
shall reasonably cooperate with the other to assign such agreements consistent with the terms
of the Agreement and this Assignment.
2. Assumption of Third Party Leases, Licenses and Contracts. To the extent
assigned as set forth above, Assignee hereby assumes all of Assignor's duties and obligations
under the Third Party Leases, Licenses and Contracts arising and accruing from and after the
date of this Assignment, and Assignee further succeeds to the interests of Assignor under the
REAL ESTATE PURCHASE AND SALE AGREEMENT G-1
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
Third Party Leases, Licenses and Contracts.
3. Indemnification.
3.1 Indemnification by Assignor. Assignor agrees to fully, completely
and unconditionally indemnify and hold Assignee harmless from and against all claims,
losses, expenses, liabilities, damages, including without limitation, interest and penalties,
attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against
Assignee, or which Assignee may incur or suffer and that arise under a Third Party Lease,
License or Contract prior to the date of closing of the transaction contemplated in the
Agreement.
3.2 Indemnification by Assignee. Assignee agrees to fully, completely
and unconditionally indemnify and hold Assignor harmless from and against all claims,
losses, expenses, liabilities, damages, including without limitation, interest and penalties,
attorneys' fees, and all amounts paid in settlement of any claim, that may be asserted against
Assignor, or which Assignor may incur or suffer and that arise under a Third Party Lease,
License or Contract after the date of closing of the transaction contemplated in the
Agreement.
4. Binding Effect. This Assignment shall be binding on and inure to the benefit
of the Assignor, Assignee and their respective successors in interest and assigns.
5. Governing Law. This Assignment shall be construed and enforced in
accordance with the laws of the State of Washington. Venue for any action regarding this
Assignment shall be the Superior Court in and for King County.
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT G-2
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
the day and year first above written.
ASSIGNOR:
PORT OF SEATTLE, municipal corporation of the
State of Washington
By
Name:
Title:
ASSIGNEE:
CITY OF WOODINVILLE, a municipal corporation
of the State of Washington
By
Name:
Title:
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT G-3
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 20 ___, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared ______________________________________________, to me known to be the
person who signed as ______________________________ of the PORT OF SEATTLE, a
municipal corporation of the State of Washington, that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of
said company for the uses and purposes therein mentioned, and on oath stated that _______
was duly elected, qualified and acting as said officer or member of the municipal corporation,
and that _______ was authorized to execute said instrument on behalf of said municipal
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My appointment expires: .
REAL ESTATE PURCHASE AND SALE AGREEMENT G-4
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of _________________, 20 ___, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared ______________________________________________, to me known to be the
person who signed as ______________________________ of the CITY OF
WOODINVILLE, the municipal corporation of the State of Washington that executed the
within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said company for the uses and purposes therein mentioned, and on
oath stated that _______ was duly elected, qualified and acting as said officer or member of
the county, and that _______ was authorized to execute said instrument on behalf of said
county.
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and
year first above written.
(Signature of Notary)
(Print or stamp name of Notary)
NOTARY PUBLIC in and for the State
of Washington, residing at .
My appointment expires: .
REAL ESTATE PURCHASE AND SALE AGREEMENT G-5
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
Schedule 1
to
Assignment and Assumption of Third Party Leases, Licenses and Contracts
Schedule of Third Party Leases, Licenses and Contracts
[See attached.]
REAL ESTATE PURCHASE AND SALE AGREEMENT G-6
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
REAL ESTATE PURCHASE AND SALE AGREEMENT G-7
Exhibit G Form of Assignment and Assumption of Third Party Leases, Licenses and Contracts
EXHIBIT H
Form of Non-Foreign Person Affidavit
NON-FOREIGN PERSON AFFIDAVIT
Under Section 1445 of the Internal Revenue Code of 1986, as amended (the "U.S.
Code"), a transferee of a United States real property interest must withhold tax if the transferor is
a foreign person. To inform the CITY OF WOODINVILLE, a municipal corporation of the
State of Washington, (the "Transferee"), that withholding of tax will not be required upon the
transfer to Transferee by the PORT OF SEATTLE, a municipal corporation of the State of
Washington (the "Transferor"), of that certain real property located in the State of Washington
and more particularly described in Schedule 1 attached hereto (the "Property"), the undersigned
hereby certifies the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate, as those terms are defined in the U.S. Code and the Income Tax Regulations
promulgated thereunder;
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of
the Income Tax Regulations; and
3. Transferor's U.S. employer identification number is ________________.
Transferor understands that this Certification may be disclosed to the Internal Revenue
Service and that any false statement contained herein could be punished by fine, imprisonment,
or both.
Transferor understands that Transferee is relying on this Certificate in determining
whether withholding is or will be required in connection with the transfer of the Property by
Transferor to Transferee, and that Transferee may face liabilities if any statement contained in
this certificate is false.
Transferor hereby indemnifies Transferee, and agrees to hold Transferee harmless, from
any liability or cost which such Transferee may incur as a result of: (i) the Transferor's failure to
pay any U.S. Federal Income tax which Transferor is required to pay under applicable federal
law or (ii) any false or misleading statement contained herein. Under penalties of perjury, I
declare that I have examined this Certification and to the best of my knowledge declare that I
have authority to sign this document on behalf of Transferor.
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT H-1
Exhibit H Form of Non-Foreign Person Affidavit
DATED , 20___.
TRANSFEROR:
PORT OF SEATTLE, a municipal corporation of the
State of Washington
By
Name:
Title:
[The remainder of this page is intentionally left blank.]
REAL ESTATE PURCHASE AND SALE AGREEMENT H-2
Exhibit H Form of Non-Foreign Person Affidavit
Schedule 1
to
Non-Foreign Person Affidavit
Legal Description of the Property Being Transferred
[See attached.]
REAL ESTATE PURCHASE AND SALE AGREEMENT H-3
Exhibit H Form of Non-Foreign Person Affidavit
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