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Marina Beach Park PropertySelf -Contained Report Complete Appraisal of Unocal Parcel 1 Location Downtown Edmonds Waterfront Washington Date of Report September 27, 2001 Date of Valuation September 7, 2001 A �ppraised by Bruce C. Allen, MAI, CRE Charlene K. Hanson, Associate Bruce C. Allen, MAI, CRE, President Denise M. Lane, MAI, Vice President Murray Brackett, MAI Darin A. Shedd, MAI September 27, 2001 City of Edmonds c/o Ogden Murphy & Wallace Attn: Bill Joyce, Attorney -at -Law 2100 Westlake Center Tower 1601 Fifth Avenue Seattle, Washington 98101 RE: APPRAISAL OF UNOCAL PARCEL 1 LOCATED IN DOWNTOWN EDMONDS WATERFRONT IN EDMONDS, WASHINGTON (Our File #21208) Dear Mr. Joyce: In response to your request, we have completed an appraisal, presented in a Self -Contained Report form, of the Unocal Parcel 1, located at Downtown Edmonds Waterfront in Edmonds, Washington. The purpose of the report is to provide an opinion of the market value of the fee simple interest in the subject property for purchase by the City of Edmonds. Briefly, the subject is a commercial waterfront parcel containin 215,040 square feet, of which 172,871 square feet is upland and 42,169 square feet is fee -owned, submerged tidelands. There is also a 30,500-square-foot pier, which extends 850 feet into Puget Sound, on and over tidelands leased from the State Department of Natural Resources (DNR). This is a Self -Contained Report, which is intended to comply with the reporting requirements set forth under the Uniform Standards of Professional Appraisal Practice. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use started within this report. The appraiser is not responsible for unauthorized use of this report. In order to value the property, we completed a Sales Comparison Approach including an expanded sales search outside the Edmonds market, because of the limited number of recent sales. We also used a Development Approach, based on the architect's conceptual development plan for the subject. 10655 N.E. 4th Street, Suite 221 Bellevue, Washington 98004-5022 Phone (425) 450-4040 Fax (425) 688-1819 21208CH -4 Based on our investigation and analysis of all relevant data, it is our opinion the market value of the fee simple interest in the subject property, as of September 7, 2001, is: THREE AULLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) The contribution of the pier has been described in detail within the accompanying report. Given the highest and best use as an office building, it is our opinion the pier provides neither negative nor positive influence to the overall property value. If you have further questions not answered in the accompanying report, please do not hesitate to call. Sincerely, BRUCE C. ALLEN & ASSOCIATES, INC. kr Enclosures Bruce C. Allen & Associates, Inc. 2I208CH Page 2 ASSUMPTIONS AND LIMITING CONDITIONS This appraisal report was made after personal inspection of the property identified in this report. The conclusions in the report have been arrived at and are predicated upon the following conditions: (a) No responsibility is assumed for matters, which are legal in nature, nor is any opinion rendered on title of land appraised. Title to the property is assumed to be good and marketable unless otherwise stated in this report. (b) Unless otherwise noted, the property has been appraised as though free and clear of all liens, encumbrances, encroachments, and trespasses. (c) All maps, areas, and other data furnished your appraiser have been assumed to be correct; however, no warranty is given for its accuracy. If any error or .omissions are found to exist, the appraiser reserves the right to modify the conclusions. Any plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. (d) It is assumed there is full compliance with all applicable federal, state, and local . environmental regulations and laws unless otherwise stated in this report. (e) It is assumed all applicable zoning and use regulations and restrictions have been complied with, unless a nonconformity has been stated, defined, and considered in this appraisal report. (f) The appraiser has no interest, present or contemplated, in the subject properties or parties involved. (g) Neither the employment to make the appraisal nor the compensation is contingent upon the amount of the valuation report. (h) To the best of the appraiser's knowledge and belief, all statements and information in this report are true and correct, and no important facts have been withheld or overlooked. (i) Possession of this report, a copy, or any part thereof, does not carry with it the right of publication, nor shall the report or any part thereof be conveyed to the public through advertising, public relations, news, sales, or other media valuation conclusions, identity of the appraiser, or firm, and any reference made to the Appraisal Institute or any professional designation. 0) There shall be no obligation required to give testimony or attendance in court by reason of this appraisal, with reference to the property in question, unless satisfactory arrangements are made in advance. (k) This appraisal has been made in accordance with rules of professional ethics of the Appraisal Institute. (1) No one other than the appraiser prepared the analysis, conclusions, and opinions concerning real estate that are set forth in the appraisal report. (m) Statements or conclusion offered by the appraiser are based solely upon visual examination of exposed areas of the property. Areas of the structure and/or property, which are not exposed to the naked eye, cannot be inspected; and no conclusions, representations, or statements offered by the appraiser are intended to relate to areas not exposed to view. No obligation is assumed to discover hidden defects. Bruce C. Allen & Associates, Inc. Page i 21208CH (n) Unless otherwise stated in this report, the existence of hazardous waste material, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea -formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired. (o) Statements, representations, or conclusions offered by the appraiser do not constitute an express or implied warranty of any kind. (p) Neither appraiser nor Bruce C. Allen & Associates, Inc. shall be liable for any direct, special, incidental, or consequential damages whatever, whether arising in tort, negligence, or contract, nor for any loss, claim, expense, or damage caused by or arising out of its inspection of a property and/or structure. (q) The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. Bruce C. Allen & Associates, Inc. Page ii 2I208CH TABLE OF CONTENTS Page Letter of Transmittal Assumptions and Limiting Conditions Executive Summary Subject Property Photographs Part I - Introduction — Identification of the Subject Property.............................................................1 — Legal Description.............................................................................................1 — Encumbering Leases and Easements........................................................ I — DNR Lease. . - . ............................ ........................................... ....................... 2 — History and Ownership.................................................................................... 2 — Intended Use and User.................................................................................... 2 — Date of Inspection/Valuation........................................................................... 2 — Purpose of the Appraisal................................................................................. 3 — Property Rights Appraised.............................................................................. 3 — Scope of the Appraisal..................................................................................... 3 — Special Assumptions/Hazardous Waste.......................................................... 4 — Personal Property............................................................................................ 4 — Marketing Period............................................................................................. 4 — Area Description.............................................................................................. 5 — Neighborhood Description............................................................................... 5 — Office Market Overview............................................................................. 7 — Immediate Neighborhood................................................................................ 9 Part II - Factual Data — Description of the Subject Property..............................................................12 — Site............................................................................................................ 12 — Topography..............................................................................................12 — Utilities.....................................................................................................12 — Access........................................................................................................12 — Zoning....................................................................................................... 13 — DNR Tidelands Lease.............................................................................. 14 — Assessed Value and Real Estate Taxes ................................................... 15 — Description of Improvements................................................................... 15 — Site Improvements................................................................................... 16 Part III - Highest and Best Use — As Improved................................................................................................... 18 Part IV - Analyses and Conclusions to Value — Valuation......................................................................................................20 — Sales Comparison Approach to Value........................................................... 21 — Regional Sales Overview.......................................................................... 25 — Contribution of Pier and Wharf............................................................... 26 — DNR Lease................................................................................................ 27 Development Approach to Value................................................................... 28 — Feasibility Study - Proposed Office/Retail Development ....................... 28 — Estimate of Cost to Construct: Marshall Valuation Method ................. 29 Bruce C. Allen & Associates, Inc. 2I208CH Bruce C. Allen & Associates, Inc. 21208CH I 1, I A EXECUTIVE SUMMARY Project: Unocal Parcel 1 Location: Downtown Edmonds Waterfront in Edmonds, Washington. Site Improvements: An approximate 30,500-square-foot pier extending 850 feet into Puget Sound. Site Size: 215,040 square feet (4.934 acres), which includes approximately 172,871 square feet of usable uplands and 42,169 square feet of submerged tidelands. DNR Leased Land: Adjoining the subject on the west are 15.92 acres of submerged land which the owner of the subject leases from the State of Washington. The lease expires August 1, 2007, and the current rent is $45,000 per year. The bulk of the pier attached to the subject is in this leased area. Utilities: All available, but sewer is approximately 600 feet north and requires extension to the subject. Access: We assume legal 60-foot right-of-way north to Admiral Way. Zoning: CW, Commercial Waterfront with conservancy shoreline overlay. Highest and Best Use: Upland area: development with 2-story, mixed -use structure, or public marine park, as developed. Submerged area: use as active open space/marine park. Value Estimates: Sales Comparison Approach $3,675,000 Development Approach $3,450,000 Final Value Estimate: $3,500,000 Date of Valuation: September 7, 2001 Appraisers: Bruce C. Allen, CRE, MAI Charlene K. Hanson, Associate File: 21208 Bruce C. Allen & Associates, Inc. 21208CH 4 SUBJECT PROPERTY PHOTOGRAPHS Looking north across marine park and tidelands Pier and tidelands viewed from the park Bruce C. Allen & Associates, Inc. Page i 2I208CH SUBJECT PROPERTY PHOTOGRAPHS View across Marina Park Bruce C. Allen & Associates, Inc. Page ii 21208CH 1. SUBJECT PROPERTY PHOTOGRAPHS Access drive looking towards park area Adjoining Port of Edmonds marina property 9 Bruce C. Allen & Associates, Inc. Page iii 21208CH 1 1 1 PART I - INTRODUCTION — Identification of the Subject Property The subject is a commercial waterfront parcel located on Puget Sound, immediately north of the westerly extension of Pine Street in downtown Edmonds, Washington. Total site area is 215,041 square feet. — Legal Description The legal description is lengthy and included in the Addenda to this report. It is also referred to as Tax Parcels 27-0326-002-003-00 and 27-0326-002-006-00 (portion thereof). — Encumbering Leases and Easements We have not been furnished a title report. However, surveys completed by Bush, Roed, and Hitchings and Triad Associates disclose the following encumbering easements: 1. A drainage easement 20 feet wide across the north margin of the subject, which drains a wetland northeast of the subject. 2. A construction easement 15 feet out from both sides of the above described drainage easement. (Total easement is 50 feet.) 3. A 10- to 20-foot-wide water line easement in the north portion of the subject. A water main in the easement serves the marina. 4. Trapezoidal telephone cable easement immediately south of the pier, containing approximately 13,200 square feet. Most of the easement is submerged, except for a small portion in the northeast corner and a 5' x 200' portion extending east to the east property line. 5. A 10-foot-wide communication line easement along the east property line. 6. A 5-foot-wide telephone line easement along the east boundary. Building and parking lot setbacks are 15 and 30 feet respectively. It does not appear that any of the easements unduly restrict development or highest and best use. Therefore, the value impact is negligible. Bruce C. Allen & Associates, Inc. Page 1 21208CH 1 1 1 A — DNR Lease The City of Edmonds has leased areas north of the wharf since 1969, and has developed a public marine park. The leased area has been expanded from 75,673 square feet in 1969, to the current 194,018 square feet, including the area south of the pier. The lease was recently assigned from Unocal Corporation to the City of Edmonds. As of this writing, the revised rental rate is being determined. — History and Ownership The subject is a portion of a larger ownership held by Unocal Corporation. There have been no sales in the past three years, however negotiations between the owner and the City of Edmonds have resulted in a pending sale at $3,100,000. The purpose of this appraisal is, in fact, to obtain appropriate financing to complete the transaction. — Intended Use and User This appraisal was performed at the direction of our client, Ogden, Murphy & Wallace, for the purposes of utilization in obtaining appropriate financing for the purchase by the City of Edmonds. Intended users include the client, City of Edmonds, and the regulatory agencies as required in processing the financing. Unauthorized use of this report is prohibited. — Date of InspectionlValuation The effective date of this appraisal is September 7, 2001. Bruce Allen inspected the property on a prior occasion (1999) with Karl Keller, a representative of Unocal. Charlene Hanson inspected the property without owner contact on September 7, 2001. Bruce C. Allen & Associates, Inc. Page 2 21208CH — Purpose of the Appraisal The purpose of this appraisal is to provide an opinion of the market value of the fee simple interest in the subject property, as of September 7, 2001. Market value is defined as:' The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting. prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 2. both parties are well-informed or well-advised and acting in what they consider their best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. — Property Rights Appraised This appraisal sets forth an opinion of value of the fee simple interest. Fee simple interest is defined as:2 Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. — Scope of the Appraisal The scope of this appraisal is the Sales Comparison Approach and the Development Approach. Data was collected on comparable sales of land. In appraising the subject property, the appraisers did the following: • Researched Metroscan, TRW-REDI, and COMPS, Inc. databases. • Researched CIBA, Inc. database. Researched Bruce C. Allen & Associate's existing database. 1Federal Register, vol. 55, no. 163, August 22, 1990, pages 34225 and 34229; also quoted in the Definitions section of the Uniform Standards of Professional Appraisal Practice, 1996 ed. (unchanged in USPAP 1999 ed.) 2From The Appraisal of Real Estate, Eleventh Edition, 1996, Appraisal Institute, page 137. Bruce C. Allen & Associates, Inc. Page 3 0 21208CH • Confirmed all land sales with buyers, sellers, their agents, and/or public records. • Inspected all comparable sales. ■ Reviewed all documents as cited throughout this report. • Consulted with Richard Lawson, AIA architect regarding a conceptual development of the subject. • Consulted with local owners and brokers regarding probable office and retail rents appropriate for the conceptual development. • Met with Karl Keller, Unocal representative, who furnished site plans and history of the property. ■ Met with City of Edmonds, Arvilla Ohlde, who furnished survey and prior appraisals. — Special AssumptionslHazardous Waste We have been provided no official studies concerning hazardous waste on the subject property. This report assumes the absence of any and all hazardous waste on the subject property. We are aware, however, that there is petroleum contamination on adjacent properties east of the railroad tracks, the Unocal's former tank farm. It is our understanding that the parties (Unocal and the City of Edmonds) have discussed issues of contamination. It is an extraordinary assumption of this appraisal that the subject is free and clear of any hazardous waste or contamination concerns. — Personal Property There is no personal property included within the appraised value. — Marketing Period The subject is the last large undeveloped commercial waterfront parcel in Edmonds. The city of Edmonds has not historically been seen as a market for larger "Class A" office projects. However, the unique waterfront location is desirable, and the views are excellent. Development of the subject with an approximate 83,000-square-foot, mixed -use office/retail building could be considered a "pioneering" development effort and thus somewhat risky. Bruce C. Allen & Associates, Inc. Page 4 21208CH Edmonds does have a strong, somewhat upscale residential base, and we believe there is an emerging trend toward establishing work and residential uses closer to one another to minimize commuting. On this basis, we believe a mixed -use project on the subject would find market support for the proposed second floor offices and marine oriented retail at ground level. The size of the project, the developers need for feasibility analysis, hazardous waste studies, and the permit process would indicate a marketing period in the range of 12 to 18 months. — Area Description The city of Edmonds is one of several communities that comprise South Snohomish County, one of the fastest growing areas of Washington State. Others include Bothell, Brier, Edmonds, Lynnwood, Mill Creek, Mountlake Terrace, Mukilteo, and Woodway. Geographically, South Snohomish County is bounded by Puget Sound on the west, the Cascade Mountains on the east, 128th Street SE on the north, and King County on the south. The great majority of manufacturing and technology employment is centered in the Mukilteo/S. Everett area with the dominant employer being Boeing, its related subcontractors and suppliers, and a variety of technology companies. Employment countywide stood at 103,400 in 1980, and is expected to reach 223,000 in 2000. By 2010, total employment is forecast at 263,000, an increase of 1.79% per year, indicating a leveling of the explosive growth trend of 11.6% per year from 1980 to 2000. Growth trends also suggest the market would respond favorably to a mixed -use development of the subject. In summary, the city of Edmonds is a stable, desirable community of above average incomes and is expected to remain so in the long-term future. Neighborhood Description The subject is located in Edmonds, in South Snohomish County.' The city of Edmonds is one of several communities that comprise South Snohomish County, one of the fastest growing areas of Washington State. Others include Bothell, Brier, Bruce C. Allen & Associates, Inc. Page 5 21208CH Edmonds, Lynnwood, Mill Creek, Mountlake Terrace, Mukilteo, and Woodway. Seattle is located 15 miles to the south and Everett is located ten miles to the north. Total population for Edmonds is charted as follows: , Year Edmonds 2000 39,515 1999 38,610 1998 38,510 1997 35,470 1996 35,480 1995 31,310 1994 31,100 1993 30,970 1992 30,749 1991 30,849 1990 30,743 Edmonds was incorporated as a city in 1890 and grew slowly until after World War II. The Edmonds area is now a well -established residential neighborhood with some commercial development locating along main arterials, including Highway 104 (Edmonds Way), Highway 99, and the chief center of business, the city center of Edmonds. Major employers of the area are administrative in nature. The two largest employers are the Edmonds School District and the City of Edmonds. Access to Edmonds is available from SR-104 (Edmonds Way) and Highway 99 (Aurora Avenue) via many main arterials serving the area. Access to I-5, the major freeway system running from the Mexican border to the Canadian border, is available from three interchanges and is located a few miles east of the city limits. The city of Edmonds has a strong physical and economic tie to Puget Sound. At the foot of Main Street, the Washington State ferry terminal handles regularly scheduled daily service to Kingston, taking passengers and their cars to Hood Canal and the Olympic Peninsula. This port also serves a large yachting population. Due to the lands sloping upward from the waterfront, views of Puget Sound are predominant in the Edmonds area. There are several restaurants on the waterfront and interesting shops in a park -like setting adjacent to the fishing pier. Bruce C. Allen & Associates, Inc. Page 6 _ _ 21208CH In addition to the State ferry terminal and highways providing access to the area, Amtrak and Burlington Northern trains travel through Edmonds at the water's edge. Community Transit provides frequent bus ,service to Seattle and outlying communities. An antique -style trolley bus also circulates daily through the business district and along the waterfront. Edmonds is known to be an arts and cultural center. It enjoys the cultural privilege of its own community theater company, as well as the Cascade Symphony Orchestra and the Barclay -Shelton Dance Center. In addition, Edmonds has over 160 acres of land devoted to parks and recreational uses. The city of Edmonds actually has a city ordinance requiring 1% of the budget for any municipal construction to "integrate art into the environment." Unlike parts of Mukilteo and South Everett, Edmonds is not primarily a manufacturing or technology community. Instead, it is characterized by smaller shops and retail stores, marine retail and services, and small downtown specialty retail stores. Surrounding the downtown areas is older but good -quality single-family residences, and newer apartments and condominiums. — Office Market Overview The Puget Sound office market is largely high-tech, campus -style office, and has been highly active for development in recent years with 1998 being a peak year in several senses. The office market had the lowest average vacancy in almost two decades. In addition it experienced the highest rates of rental gain in years and the highest space delivery and net absorption totals since 1990. Vacancy dropped into the single -digits for the first time in a decade in 1996. In subsequent years this downward trend has continued. The year-end 1999 average vacancy rate was 5.2%, down from 5.7% a year earlier and 6.8% the year before that. Substantial gains in average office rents in recent years are due to high average occupancy, strong demand, and new Class A space coming on line. For King and Snohomish counties combined, it is estimated year-end 1999 average asking and effective rents (mainly Class A and B) were at $22.03 per square foot and $19.84 per square foot. This represents an increase of 8.8% and 8.9%, respectively, from a year earlier. An excerpt from the 2nd Quarter 2001 Korpacz describing the Pacific Northwest Office market is quoted as follows: Bruce C. Allen & Associates, Inc. Page 7 21208CH While it may have taken some time to register, the repercussions from the closing and downsizing of numerous high-tech companies are echoing through the Pacific Northwest office market. "Give -backs of high-tech space is loosening the market," confirms a participant. Accordingly, vacancy rates are rising in many submarkets and rental rates are softening. Yet, many investors still disagree about how much sublease space is available. Few disagree, however, that the number is rising rapidly. As more dot.com companies fade from the market, vacancy rates will likely continue to rise and rental rates fall. "If we get much more space in the sublease market — and I think we will — rents will soften from their otherwise stable plateau and marketing times will lengthen," adds a participant. In addition, landlords may experience longer re -leasing periods as fewer companies look to expand in the midst of an economic slowdown. As if the recent rise in sublease space were not enough of a burden for this market to bear, expected surges in electricity rates are another issue for landlords. As a result, some are reformatting their leases to cover extra costs. In addition, some landlords are leasing full floors completely net of electricity costs. Throughout the Pacific Northwest office market, office properties are priced relatively close to replacement cost. Participants report a range of between 85.0% to 110.0% of cost, with the average being 96.75%. This is down slightly from last quarter. Over the next 12 months, participants expect property values to appreciate between 2.0% and 5%. The average project increase remains unchanged from last quarter at 3.75%. Despite the woes that high-tech troubles have cast upon this market, many investors remain optimistic about its future, especially in comparison to other major cities in the country. "When I look at some cities that have 15.0% vacancy rates going into this slowdown, I feel pretty good about the outcome for - both Seattle and Portland," assesses one such participant. For now, many investors are hanging tight and managing their assets and tenant relations well. "And whatever you do now, steer clear of questionable high-tech companies," one participant suggests. According to the Korpacz Report, investors expectations in this market have held relatively steady over the past year with current overall capitalization rates averaging 9.09%, projected market rent changes averaging 3.63% and expense changes projected at 3.09% on average. The 2nd Quarter 2001 Puget Sound Office Market Brief, published by CB Richard Ellis, provides a similar story. This study has been included within the Addenda of 1 11 this report. Office vacancy in Edmonds, as well as in nearly all other cities of the greater Seattle metropolitan area, had decreased considerably over the past few years and rents increased, significantly in some areas, vacancy has jumped in the past quarter. While overall rental rates decreased in the past quarter, current rent levels are still higher than they were one year ago. While the overall market Bruce C. Allen & Associates, Inc. Page 8 4 21208CH •071I `SdjDU)0SSV 2j) zralIV •,q aan.ig N duW pooqjoqqNpN is 2 r r vzf N -1. MH SOL _ _ = yt:.• : w+ •: t' old Q r H 761. 61 Y.'x' c 31Y66iie'td Hl Id Yi ik t NI H7 . � * MS 1 z ms S �7" - i Meld HDOZ I €rot r x 1D04d8' M1tT Y tl {ten �mS Id _ ld AM- A) l �r c' wv� [w od ?' oil" hflL uwpYW l3 HUCZ� •-i'; r$ r 2, Td FU9Ei A. idlf l' � y HW[2 M9 CY iscx mfHpHlka9flti ti T �x Ma As au � is x � �I 3 bf F-,•? 1 4 ;: E!,hli IT id CQNuz 9 ]� I S rg re 3 . • Y�• Id ■ _ vvnvaysM is H i Ic 3 M1s k6i t lZ 'a ly N19 Id � c % }y3 A (100 H� ' • 1 Y1 •. y_ i ld ld c QH - .. mslimmf �] a r 7 !S a v T ZZ F Z W x is firms ld f3 d >. a x >� o0Ab A1LIt � � C C I wsl3 �� tit x r I od � IHIOd R iT9 _ h� H SLI Al}o :MQ-pN{ s *131 ' u }1151Z F ro �° c $is;INId~c C y y~ It A rivi 1i s Y�f7]Y 'rr i o iKi 13tln 1S c iiilY V 1yilj ialt d kr1L nl S c = H [11 IZ c �f7�1 3 nnNeSy c 70 r S ay f H .a. n11J+i1 1tlVfI1�NVSQ d3 Him3� 11 a Z .� 7olM ilYv x G = r } 4 i MS }•�I- .� NYYd IWOKiIY rawdp vpYM ■• ua puy wr:�■. _ goat' v 3Y'J�dia MS k w 7lsr ,vl 1a� o}n ■ p� druilp / S k 3NId id HA4 }i IN fl !IN He)Y 'SYnI ❑HQWO ' ' % y� Hlrot MS i p - p ��, Wu dY 4 y p 7i117d /i�lgi, d IS = a a per' H31YrAa337Ni1 �'va. >Zbz Ms m = a s un Qkt 8 ysu,y SONOg03 "uvfsaulX o1 wvi fiyk.- QNL m 7 s d vNyAil G so x Su+pI�R j x tl A I tl aQ 30 IYHQ'VY , "WWR ' 75 D err 1 iY non tiro V LS1A 3HQ ryl 3ld1 1 hiS �• is fAS •µ Y c C a? 9 ;1�i 6 hSS f d OO.ri3'IdYiY AM H3 3yl >r IA A I � QN _ 7 AM I H 1 Hkt65 �I )y � OWp� tiM dN 3W tr l i d N1 ALS yam,. Wol - 3 d 6l krEl H1V8 bo 7730 1 I d % eAg f S 1S 1r6+ �x -IVp ' I xara �' I I VN]F7iti � at= kS 161 SIEI 7n • S b r i H1061 L Id 1$ o�oy W�I xld Al 11661 Gas MS • M1 3�y��.�/�aVV .. w��..revo �. 8 S 7dITA, M� 7 1S S indicates a current vacancy of 9.87%, Snohomish County office vacancy is at a whopping 19.45%, with average "Class A" lease rates at $21.54 per square foot, fully serviced. The Eastside (which includes Kirkland, Redmond, and Bellevue) has consistently shown the lowest vacancies, but currently stands at 9.33, an explosive increase over last -year's 0.77% vacancy rate. — Immediate Neighborhood The subject is located in the downtown Edmonds neighborhood, also known as "The Bowl" due to the upward sloping topography surrounding the downtown and waterfront areas. The immediate neighborhood lies west of the BNRR right-of-way, south of the Washington State Ferry Terminal, and east of Puget Sound. The south end of the subject is effectively the south end of the neighborhood. Land uses are nearly 100% marine oriented along the waterfront, the exceptions being a few non -marine office uses and restaurants. Uses north of the subject include a combination of office and multifamily. The subject property is situated approximately 0.75 miles southeast of the Washington State Ferry Terminal. The Edmonds boat harbor is located southwest of the subject along the Puget Sound shoreline. Several restaurants have been constructed along the waterfront and are situated to take advantage of the excellent view to the west and north along Puget Sound. The Woodway Park Community lies to the south and east of the subject. Woodway Park features high -end residences with sweeping westerly marine views toward the Olympic Mountains. A portion of the former Unocal Bulk storage plant is immediately east across the BNRR tracks. This has not been utilized for bulk storage facility storage in some time, and is presently undergoing site contamination clean-up on lower portions of the site. This site has been identified as one of two potential sites for the Brightwater regional waste water treatment plant, which is needed to accommodate future growth in the area. According to a September 15 news release from Ron Sims: "I am today recommending the Edmonds Unocal and Route 9 sites for further consideration and study. These are the two sites that best meet the overall needs for the region." The 53-acre Edmonds Unocal site is located adjacent to the Port of Edmonds marina in the City of Edmonds. It offers the possibility of delivering two regional infrastructure projects at one Bruce C. Allen & Associates, Inc. Page 9 21208CH location, the Edmonds Ferry Crossing (multi -modal station) and the Brightwater Treatment PiuVar. Sims said this site provides the opportunity to do both these projects and create a beafrtili+l development on the Edmonds waterfront. Doing both projects at the same location could lower the overall costs as opposed to doing them separately. The added benefits of enhancing the nearby wetlands, fish hatchery, and public shoreline access this site worthy of further consideration. The subject property is situated approximately 0.75 miles south of the Washington State Ferry Terminal, on the Edmonds waterfront. The Edmonds boat harbor is located west of the subject along the Puget Sound shoreline. To the north and east of the subject is a number of waterfront oriented and related buildings situated along Admiral Way and Railroad Avenue. Several restaurants have been constructed along the waterfront and are situated to take advantage of the excellent view to the west and north along Puget Sound. Located to the north of the subject and on the east side of Railroad Avenue is Harbor Square, a 9-building, mixed -use office/retail development constructed during the mid-1980s. Further to the north is the Amtrak station, as well as a former Safeway store and an attached retail building. The State Ferry Terminal is located at the west end of Main Street. Most recent development in and near downtown Edmonds has tended towards small mixed -use office/apartment/condominium buildings, as well as apartment and condominium complexes. Apartments and condominiums are typically oriented to maximize the view amenities. The Edmonds downtown retail district is located principally along Main Street between 5th Avenue S. and Sunset Avenue (1st Avenue/State Route 104). This retail district is housed in older wood -frame buildings, which have been well maintained and enhance the pedestrian orientation of the Edmonds waterfront. The balance of the subject's immediate neighborhood is paved parking area provided for users of the Edmonds boat harbor. The boat harbor provides permanent moorage for approximately 850 vessels in the water with stacked storage on upland areas. In addition, there are approximately 1,100 linear feet of dock space provided for transient moorage. The rail line, which forms the subject's east property line, is a heavily traveled major link between Vancouver, BC and Southern California and points east of the Cascades. Noise (the sound of engines, wheels, and whistles) is a potential problem Bruce C. Allen & Associates, Inc. Page 10 21208CH au7 `saplaossv V ually -0 aama suuld SJuuiu llF)j j - .91i1iau,3 jupoutilinIV buissoja spun-Lupa according to some property managers. It appears that once tenants move in, the noise objection diminishes over time. The water and view amenity, which includes spectacular views of the Olympic Mountains appear to offset the noise issue. The subject property would likely experience strong development demand if offered for sale. Other future plans for the immediate vicinity include relocation of the ferry terminal to the subject property. One of the preliminary alternatives is illustrated on the opposing page. This project is known as the "Edmonds Crossing Multimodel Facility." Additionally, SoundTransit has planned an Edmonds Station as part of the Everett -to -Seattle commuter light rail project. It is anticipated at this point to incorporate this into the Edmonds Crossing facility. As the intended use of this report is for purchase of the subject for future development of these projects, the impacts of these projects have not been considered within our valuation of the subject. Bruce C. Allen & Associates, Inc. 2I208CH Page 11 uuid alis 10 00 1 18Z061�0£8 J V d•S �0 �0�1 zi 00,00 oocmHA a�loi� we p I �T AaJ aT7 n I IGI Puolepll L h m 100-Z •� •w 110_1 'AOS a03 WN y0�,� S1 WI-7 ),11D NEW MINE r00-■ olNll h117 w <06- a-s cis) Z ana = Eo0-Z { 4 X 0 a' a r PART II - FACTUAL DATA — Description of the Subject Property — Site The subject, according to a survey provided the appraisers, contains a total of 215,040 square feet consisting of submerged area, and uplands above the line of ordinary high tide. The submerged area is approximately 42,169 square feet. The upland portion is estimated at 172,871 square feet. As shown on the opposing Site Plan, the subject is somewhat irregular in shape. — Topography The area north of the pier ranges from two feet to eight to ten feet above the line of ordinary high water mark. The southerly portion is mostly level and approximately two feet above the line of ordinary high water mark. — Utilities All utilities are available. The sewer is located 600 feet to the north and would require an extension. — Access We understand that a 60-foot-wide access easement crossing the Port property to the north is undeveloped at this time, but could physically benefit the subject. Current access is primarily across the easterly end of the Port property and includes BNRR right-of-way as well. BNRR has the right to cancel the easement with 30-day notice and may actually have to cancel the easement in order to re -align the rail lines with the Amtrak and light rail station to the north. We have assumed the Port must provide legal access to the subject, adequate to support development at the concluded highest and best use. No value adjustment relative to access has been made. For purposes of this appraisal, we have assumed legal and physical access to the subject is from Admiral Way over the Port of Edmonds property. Bruce C. Allen & Associates, Inc. Page 12 21208CH — Zoning The subject is zoned CW, Commercial Waterfront; in the City of Edmonds. The submerged area and the upland portion 200 feet above the line of ordinary high tide is designated CE, Conservancy Environment, by the State under the Shorelines Management Act. Upland Uses. Permitted uses at ground level are to be marine or pedestrian oriented. Offices that are not marine or pedestrian oriented are permitted above ground level, but medical, dental, and veterinary offices are prohibited. Maximum building height is 30 feet. Shoreline setbacks, presumably from the top of the bank above the line of ordinary high tide, are 15 feet for buildings and 30 feet for parking. Maximum lot coverage is unspecified but regulated by required parking, which varies with the specific use. Retail uses require one stall per 300 square feet of gross building area. Offices (customer service) require one per 400 square feet. Non -customer services require one per 800 square feet. Submerged Area Uses. The CE zone prohibits development in the submerged area, indicating docks, floats, and marinas cannot be developed. Thus, the existing pier and wharf are assumed to be a legal non -conforming use under the premise they have not been abandoned and retain their "grandfathered" status. The use limitations suggest the pier is essentially public access/open space, as a pedestrian promenade. The City of Edmonds downtown waterfront plan indicates housing, hotel, and conference center uses might be appropriate. However, a hotel could present a risk related to the noise from passing trains, which would be approximately 240 to 480 feet from the back of the most likely development. We believe a mixed office/retail development reflects a less risky and higher and better use. The City of Edmonds recently revised its Shoreline Master Program (SMP) in order to make the shoreline development regulations consistent with significant changes to the administrative rules governing shoreline management presently promulgated by the Washington State Department of Ecology. We have reviewed Ordinance No. Bruce C. Allen & Associates, Inc. Page 13 0 21208CH 3318, passed by the council July 18, 2000, which enacted Chapter 23.10 the new Shoreline Master Program. According to the SMP, the subject is identified as "Urban Mixed -Use 2 Shoreline Environment." Residential uses are not permitted within this area. Uses permitted require shoreline substantial development permit and include mixed -use commercial, moorage structures and facilities, railroads, public parks and public recreational facilities, utilities, government facilities, roads, public access pier or boardwalk, bulkheads, breakwaters and similar structures, dredging, filling, and land surface modification. Ferry terminals require Shoreline Conditional Use permits be obtained. General development regulations require a maximum height of 30 feet above average grade level, and a required 30% of the average parcel width maintain a view corridor. If the property has over 1,000 lineal feet of shoreline, the city may, at its option, require this view corridor be located at its northern or southern boundary, whichever yields the best view considering development on adjoining properties. Setbacks include 15-foot building setbacks from OHWM or bulkheads and 60 feet landward for parking. — DNR Tidelands Lease Lessor: State of Washington Department of Natural Resources (DNR) Lessee: Union Oil Company of California dba Unocal; however, the lease is being assigned to the City of Edmonds (August 2001). A copy of this assignment is included within the Addenda to this report. Current Rent: We were informed the rent is $45,000 per year; negotiations are currently underway for revision of this rental rate. Area Leased: 15.92 acres of submerged tidelands Lease Term: 20 years, commencing July 5, 1987, and expiring August 1, 2007 Rental Adjustment: Annually in accordance with changes in the Producers Price Index Permitted Uses: Wharf approach, ship and vessel maneuvering, and moorage The outer 2001 feet of the pier and wharf are outside the westerly boundary of the leased area, presumably in Bruce C. Allen & Associates, Inc. Page 14 21208CH federally regulated submerged lands. We have not been provided a lease copy, if any exists, permitting the outer 200 feet of the pier and wharf to occupy this area. — Assessed Value and Real Estate Taxes The subject represents a portion of a larger ownership, which is assessed well below market levels. The subject property is assessed and taxed as follows: 2001 Assessed Values Tax Account Land Improvements Total Taxes 27-0326-002-006-00 $101,000 $ 5,400 $106,400 $1,353.12 27-0326-002-003-00 255,200 76,600 331,800 4,219.60 Totals $356,200 $82,000 $438,200 $5,572.72 — Description of Improvements Improvements on the property consist of an older wooden pier and wharf constructed over 21 sets of 3-wide rows of piling. This pier extends 850 feet into Puget Sound, and has a surface area of approximately 30,500 square feet, including a wharf at the outer end. The pier is approximately four feet above upland grade. Water depth at the outer end, at mean lower low water, is approximately 24 to 30 feet. This would indicate deeper draft vessels could only use the pier at high tide. At the present time, the pier is in poor condition and reportedly has over $100,000 in deferred maintenance. The functional utility, as constructed, is limited. In the absence of attached floating docks and access ramps, the pier has no practical use for pleasure boats. As a marina or pier and floats are unlikely to be permitted, the most probable use is as a public promenade and marine viewpoint. Only the easterly 1/3 of the pier has a usable pedestrian deck. Public use would require the pier to have a full -width walking deck and security fencing. Studies performed by Hurlen Associates indicate costs to upgrade the pier for pedestrian access to be roughly $400,000 and would cost $10,000 over the next ten years just to maintain the pier without any public access. Demolition of the pier is estimated at $325,000, plus removal of supply lines and disposal of hazardous materials. Bruce C. Allen & Associates, Inc. Page 15 21208CH One could argue that the pier contributes a negative value, as it requires additional costs in the form of the DNR lease payments, additional maintenance and security and liability issues. On the positive, however, the pier does provide a public amenity if used for public access. The existence of the pier as a public promenade provides the development some leverage when obtaining permits, as less public access on -site may be required, and there is the possibility of reduced view corridor or less restrictive first floor tenant requirements. Additionally, we believe this amenity could assist any development project with increased occupancy, such as is the case with the Carillon Pointe office project in Kirkland. The majority of the pier, 650 feet, is in the tidelands leased from the State of Washington DNR. The outer 200 feet is outside the State DNR leased area, presumably on federally controlled lands. We have not been informed of any lease for the outer 200 feet of the pier, but assume it to exist legally, by express or implied agreement. In order to value the subject by the Development Approach, we previously had Mr. Lawson, architect, draw conceptual plans for a hypothetical building. This hypothetical design includes two buildings each to be good quality, 2-story structures. As these are hypothetical improvements, neither existing nor proposed, we have included their descriptions within the highest and best use of this appraisal. — Site Improvements Site improvements consist of landscaping, fill, paved parking areas, children's playground equipment, walkways, benches, and other similar park improvements. These improvements were constructed by the City of Edmonds, at their cost, pursuant to a ground lease with the owner, Unocal. Our valuation has excluded these site improvements, as well as the existing lease for the land from Unocal to the City of Edmonds. Bruce C. Allen & Associates, Inc. Page 16 21208CH IY11-MOOC) 91198-IM-3111M '3'N OA1B 3NOHGV)I WS9 103111108V N08MV-1 OUVN0lu N NVId MIS 03SOdOMd - l 13021Vd "UVJ NNVI SONOW03 i r .. Y• PART III - HIGHEST AND BEST USE Highest and best use is defined3 as: The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest valve. The CW zoning and conservancy environment shoreline indicated permitted uses at street grade will be marine and/or pedestrian oriented, with offices allowed above. We recognize there is some potential for a hotel/restaurant development based on the Edmonds Downtown Waterfront Plan; however, a hotel does not appear to be permitted outright, and such a project would "pioneer" the Edmonds market. It also appears that a hotel developer might sense some degree of occupancy risk associated with being so close to frequently passing trains. For the purpose of this analysis, we believe a mixed retail office building is the most probable highest and best use. We consulted with Richard Lawson, architect, for previous appraisals in 1999 of the subject, who drew a conceptual site plan for development of the subject, a shown on the opposing page. The subject would likely be improved with a "Class A," 2-story, wood -frame office/retail structure of approximately 83,000 square feet. The building would be appropriately set back from the shoreline, with its foundation functioning as a bulkhead to minimize bank erosion, which has occurred above the line of ordinary high waterline. Site grade parking for 222 cars is provided, effectively one stall per 375 square feet of gross building area. The parking ratio appears to be appropriate and in conformance with city codes. Due to the passage of the new Shoreline Master Program, which requires 30% view corridor, we requested a review of these hypothetical buildings by city staff. Rob Chave, planning manager with the City of Edmonds reviewed these plans for conformance to the new Shoreline Master Program. According to Mr. Chave, the buildings would require some reconfiguration to allow for appropriate view corridor at the northern or southern border of the property; however, it is his opinion the overall building size would not be impacted. Parking could be located within this 3From The Appraisal of Real Estate, Eleventh Edition, 1996, Appraisal Institute, page 297, Bruce C. Allen & Associates, Inc. Page 17 4 212oscx view corridor; but the buildings would have less "waterfront windows" and more building depth on the site than is shown on the plans. In our opinion the project described above, a 2-story, mixed -use structure reflects the highest and best use for the subject. — As Improved The current use of the site as a public park area is a public benefit alternative to private development. As such, the current use could be considered interim highest and best use. The scarcity of public access waterfront suggests, however, the current use is a long-term highest and best use. The only existing improvement considered is the existing pier. As discussed previously, this pier suffers from abundant deferred maintenance. Given a highest and best use as an office building, the pier provides little — if any — contribution. We believe highest and best use of the pier would be to demolish the outer 2/3 and upgrade the remaining 1/3 to provide a pedestrian promenade. Alternatively, the pier could be completely demolished and the DNR extinguished. Retaining a portion of the pier has its upside potential by providing public access. Creating this public access enhances the developer's potential of reducing on -site public amenities (thus allowing additional parking/building area), reduction of view corridor, or perhaps even some allowance of non -marine related professional offices on the first floor. On the negative side, the pier requires payment of the DNR lease, additional maintenance, and liability costs. We have interviewed the City of Edmonds planning staff and consulted with an architect. We believe the proposed hypothetical use with two 2-story office buildings reflects the maximum potential of the property. A summary of the proposed project would be confronted with a number of permit problems including: • Lengthy permit process due to shoreline constraints (permit process could be increased from 12 to 24 months). • Possibility of greater building setbacks and, therefore, reduced building size. • Possible off -site mitigation or constraints due to railroad grade crossing and single point of access. Bruce C. Allen & Associates, Inc. Page 18 21208CH Bruce C. Allen & Associates, Inc. Page 19 21208CH PART IV - ANALYSES AND CONCLUSIONS TO VALUE — Valuation Approaches Used in the Valuation Process — The valuation is obtained by the proper use of three different approaches to the value conclusion: the Cost Approach, the Income Approach, and the Sales Comparison Approach. These three approaches are different in character but related somewhat in the known facts they require to arrive at a of value from each. The final opinion of value is derived through a correlation process in which the appraiser weighs one approach against the other to determine the relative merits of each before coming to a conclusion. The Sales Comparison Approach to Value can be utilized in several different methods. Sales of comparable properties are analyzed to determine a sale price per unit, in this case, price per square foot of land area. We have also used a Development Approach to indicate residual land value if the property were developed to its concluded highest and best use. This type of analysis utilized both the Income and Cost Approaches to value. The first step is to estimate the cost to construct the proposed improvements including developer's profit. We then indicate the building's value by the Income Approach, using market -derived rents, expenses, and capitalization rates. Costs to develop and construct the improvements, as well as a developer's profit market, are then deducted to arrive at the underlying land value. Final Correlation and Estimate of Value — The various indications of value from the approaches are analyzed as to how they relate to one another, as well as to the market. The approach or approaches most appropriate are given the most consideration in arriving at a final opinion of value. Bruce C. Allen & Associates, Inc. Page 20 21208CH -0117 `sal'DIDOSS 28 zialIV 'j aa?l.ig I N duW soluS puerl olquiudxuoa m — Sales Comparison Approach to Value The Sales Comparison Approach is useful when there has been enough sales activity of similar properties to compare directly, to the subject. A direct unit comparison such as sales price per square foot, adjusted for differences is applied to the subject's square footage to generate a value concluded by this approach. We began our land sales search by focusing on the downtown Edmond's market, but found few recent sales. For this reason, we have expanded our search to include waterfront sales in nearby markets having similar characteristics (office, marine retail/repair.) The following sales are considered representative and bracket the subject's probable value. Land Sales Summary Size Price/ Sale Location Date Price (SO A Zone Edmonds Sales 1 100 Railroad Avenue 12/92 $2,200,000 64,988 * $33.85 CW 2 141 Dayton Street 12/99 $1,420,000 60,113 $23.62 BC 3 705 5th Avenue 07/93 $400,000 10,019 $39.92 RM1.5 4 460 Admiral Way 02/92 $1,250,000 32,949 * $37.94 CW 5 110 Main Street 01/96 $305,000 7,200 $42.36 BC 6 222 Third Avenue W. 05/00 $299,000 6,325 $47.27 BC 7 210 Fifth Avenue S. 04/99 $375,000 12,197 $30.75 BC 8 131 Second Avenue S. 09/00 $900',000 24,080 $37.38 BC Lake Union Waterfront Sales 9 205 NE Northlake Way 09/98 $1,452,000 57,500 * $25.25 Industrial/Urban Stable 10 1171 Fairview Avenue N. 11/99 $3,400,000 159,946 * $21.26 Commercial 11 2155 N. Northlake Way 05100 $4,250,000 107,593 * $39.50 Industrial/Urban Stable * Uplands area only. Sale 1 At the date of sale this property was improved with two buildings. The larger of the two, according to County records, was constructed in 1910 and remodeled in 1955. This building reportedly contained approximately 13,200 square feet and included a warehouse used for storage and repair of boats. A second building was reportedly constructed between 1960 and 1967 and contained approximately 3,016 square feet. This building functioned as a showroom and also had finished office area. Additional improvements included asphalt -paving, fencing Bruce C. Allen & Associates, Inc. Page 21 21208CH around the perimeter, and a boatlift. The buyers reportedly assigned no contributory value to the buildings or site improvements. This property lies on the west side of Railroad Avenue and immediately adjoins the State Ferry Terminal to the north. The site has approximately 315.59 feet of frontage along Railroad Avenue, is approximately 330 feet deep, and extends to the inner harbor of Puget South where it has approximately 211.45 feet of frontage. This site contains a gross area of 103,011 square feet, of which approximately 64,988 square feet are reported to be uplands and 38,023 tidelands (74% uplands/26% tidelands). This sale indicates $21.36 per square foot overall, including tidelands. Sale 2 had been on and off the market since late 1992, at which time it was an entire city block of 88,900 square feet, bounded by four streets. It had originally been available at $2,000,000, or $22.50 per square foot. Reportedly, a sale was pending in 1995 at $2,355,000, but the sale never closed. Subsequently, the north approximately 28,767 square feet, was developed into condominiums, leaving the south 60,133 square feet available for sale. Subsequent to a 1999 listing at $1,650,000, the price was reduced to $1,420,000 and sold within two months, with six offers during that time. The sale closed in December 1999, at $1,420,000, or $23.62 per square foot. An assisted living facility, with two stories with parking beneath, has been constructed on the site. There was a perpetual parking easement for 24 stalls, which benefits the owner of an off -site building. The buyer considers his effective cost to be $28.00 per square foot. Sale 3 is a small, 7-unit residential condominium land purchase near downtown Edmonds. The total purchase price was $400,000, with the buyer assigning roughly $80,000 of this price to plans and permits obtained by the seller. The buyer constructed seven luxury condominium units composed of six 1,200-square-foot, 2-bedroom/2-bath units and one 660-square-foot, 1-bedroom/1-bath unit. An older, 1-story duplex unit previously occupying the property was torn down. It is important to note residential uses are not allowed in the subject's zoning, which limits the comparability of this sale. Sale 4 is the Port of Edmonds purchase of the Fur Breeders parcel on the Edmonds waterfront, south of the ferry dock. The Port already owned the adjacent tidelands, which were developed with a marina. The upland area was 32,949 square feet, which was improved with older office/industrial structures built in 1947. The Bruce C. Allen & Associates, Inc. Page 22 21208CH purchaser demolished the improvements, which in their minds had no value. Based on other sales studied, it appears the court awarded settlement reflected some improvement contribution. The sale is difficult to analyze due to the condemnation process and resulting $1,250,000 settlement. Our allocation of land falls in the $25.00 per square foot range. Sale 5 is a 1996 purchase of a very small parcel located near the ferry dock terminal. Situated on the south side of Main Street, the parcel has subsequently been improved with a condominium/mixed-use project. Its considerably smaller size accounts for the higher price per square foot. Sale 6 is a small parcel in which the buyer has extensively renovated the existing office (converted from residence) but plans to eventually construct a new office building. As of this writing, the converted residence remains in place. He did not allocate any value to existing improvements and thought his price of $47.27 per square foot was arms -length for land value. As this structure remains, however, we believe there is some contributory improvement value. Allocating $40.00 per square foot to the improvements reflects a value of $38.74 per square foot to the land. Sale 7 is located on 5th Avenue S. in downtown Edmonds. The site is primarily level. An existing 3,360-square-foot storage building was demolished to make way for construction of a retail/mixed-use building currently tenanted by Windermere Real Estate and Tully's Coffee. Sale 8 is located on the east side of Second Avenue near the downtown retail corridor. Closing in September of 2000, this parcel is located at the northeast corner of James Street and Second Street. The buyer has demolished the old industrial building to make way for construction of a 2-story office building with underground parking. The site offers good water views to the southwest. This sale equates to $37.38 per square foot and is the most recent sale revealed in our research. We are also aware of several older sales in the downtown Edmonds area, which indicate a general value of $25.00 to $35.00 per square foot, with the higher end of the range including water frontage, minor improvements, and/or of much smaller sized sites. Bruce C. Allen & Associates, Inc. Page 23 21208CH In addition to these sales, our research revealed the former Safeway site is being quietly marketed by the owner at a rumored price- of $25.00 per square foot. We were, however, unable to confirm these rumors with any parties. This site as the BC zoning, but is generally in a superior location due to its good exposure on SR-104 and very close proximity to the ferry docks. Several Edmonds sales closed in 1992 and 1993. The Puget Sound economy has been particularly strong since that time, and in general, strong upward value trending has been evident. However, the history of Sale 2, a 1993 listing at $22.50 per square foot, followed by a 1999 closing at $23.62 per square foot, suggests that the Edmonds commercial market has been relatively flat. This is attributable in part to Edmonds historic preference for smaller projects, and perhaps, by ongoing retail/commercial vacancy in the Harbor Square area. On this basis, we believe the older sales remain valid comparables. The recent sales (2000 sales) include Sales 6 and 8 and are substantially higher, indicating values of $47.27 and $37.38 per square foot, respectively. Both these sales, however, are non -waterfront, small parcels. We believe Sale 6 included some improvement value indicating a land only value of $38.74 per square foot. As these are both small rectangular parcels located within the heart of downtown Edmonds, these sales set a maximum value range for the subject. In fact, nearly all sales utilized within our analysis were smaller, regular -shaped parcels located closer to the downtown Edmonds area, all factors which require downward adjustments to the subject. The subject is located at the southernmost end of the city, and access is awkward. In addition, the subject has areas south of the pier, which are narrow and have marginal utility. The smaller downtown Edmonds non -waterfront sales do differ in use potential because some are residential, but they generally support a $20.00 to $25.00 per square foot value conclusion. Sales 1 and 4 were the only downtown Edmonds waterfront sales revealed within our research. These sales indicate $33.85 and $37.94 per square foot of uplands only area, although Sale 4 is complicated by improvement value and condemnation settlement issues. Both these sales, again, are located within closer proximity to the downtown area with adequate depth for maximum development utilization. Bruce C. Allen & Associates, Inc. Page 24 2I208CH Again, these sales are felt to be superior to the subject property, and a value below $25.00 per square foot is clearly indicated by these two sales. Considering all of the sales, the indicated value of the subject is $21.25 per square foot of upland area. Therefore: 172,871 sf x $21.25/sf = $3,673,508 ROUNDED $3,675,000 This conclusion of value includes contributory value of submerged lands (42,169 square feet). This may be allocated at $5.00 per square foot for the 42,169 square feet of submerged lands and $20.00 per square foot for the 172,871 square feet of uplands. This correlates with the standard appraisal analysis of submerged lands at 25% of value of adjoining uplands. Furthermore, the value indicates $16.09 per square foot of the overall site (submerged and uplands). Alternatively, we recognize the parcel is quite irregular in shape. Due to the narrow southerly portion, these portions of the site are essentially unusable. We believe roughly 20,000 to 25,000 square feet, at the southern end of the parcel, could be considered unusable, leaving an area of approximately 150,000 square feet of usable upland area. Based upon the above valuation, this equates to $24.50 per square foot of usable area, falling much closer in line with the comparable sales. Regional Sales Overview Due to the limited sales of similar waterfront Edmonds land, we expanded our search to include Everett, Mukilteo, Seattle, and Lake Washington. In each area we concentrated on waterfront sites, particularly those with zoning limitations (residential not allowed). As discussed previously, we determined highest and best use would be development with an 83,265-square-foot, mixed -use building. Based upon this hypothetical building size, the previously indicated land value of $3,675,000 equates to $44.14 per square foot of building area, falling well within the range indicated by other waterfront sales throughout the region. Bruce C. Allen & Associates, Inc. Page 25 21208CH In Everett, few sales were found that were not industrial. In Seattle, sales were found around Lake Union, the Ship Canal, Elliott Bay, and Harbor Island. On Lake Washington sales were reviewed in Kirkland, Bellevue, and Port Quendall in Renton. These regional sales indicate strong demand for waterfront properties by a variety of users — office, residential, and marine -related industrial uses. This study does not give us the ability to directly compare the various transactions to the subject, but it does provide a basis that supports values in the range of $20.00 per square foot for the subject land and $30.00 to $50.00 per square foot of potential building area. Our review of Lake Union reflects similarities to Edmonds, due to restricted uses, height limitations, and water dependent use. The location on fresh water and the ability to develop submerged portions are superior. The restrictions on residential uses, marine -related requirements, and reduced density are similar. Prices paid on a per -square -foot of building area basis are upwards of $50.00 per square foot, while land values range at $25.00 to $40.00 per square foot. We believe Lake Union, overall, would indicate an upper range of anticipated values for the subject. While this regional overview does not produce a clear and concise valuation of the subject, it supports value conclusions indicated by the Edmonds sales. — Contribution of Pier and Wharf The Marshall Valuation Manual indicates the subject pier has a new replacement cost in the range of $80.00 per square foot, including developer's profit. This cost assumes the existing structure would be rebuilt to include heavy decking the full width of the pier, as opposed to the partial width deck now in place. The pier today is not an economic use. Its value would be as an amenity to the public or to the proposed improvement. For this reason, deduction for super -adequacy would be substantial. Assuming a change to pedestrian use, the existing pier is super -adequate. In pedestrian use, the cost would be substantially lower as the pier would be smaller by about 1/3, and contain approximately 20,000 square feet. We believe that a smaller, renovated structure would be more suitable and proportional to the hypothetical proposed uses. We envision a shorter pier of up to 30% less in size, upgraded to allow pedestrian access. Cost for partial demolition Bruce C. Allen & Associates, Inc. Page 26 21208CH and upgrade has been estimated at roughly $400,000. Even with this partial demolition and upgrade we have mixed reaction to the pier as an amenity. We have not forecasted higher rents in the office building due to the structure and believe the existence of the pier offers no increase in overall value to any office/mixed-use development. In fact, the primary benefit of this pier is to fulfill public access requirements, which could be offered on site without the existence of the pier. Additional maintenance costs associated with its existence would offset any potential upside to its existence, and it is our opinion the pier contributes no additional value. It would appear that the most significant strengths are due to the fact that the structure is legally in place and it could enhance the developer's ability to gain approvals or reduce restriction on marine related uses on this upland portion. It is our opinion, therefore, the pier contributes neither positively or negatively to the property's overall value. — DNR Lease The determined highest and best use within this appraisal is concluded to be development with a 2-story office/retail building. Under this scenario, the DNR. leased area is not necessary for development of the subject to this highest and best use. For this reason, we have given no value consideration to the DNR lease. Bruce C. Allen & Associates, Inc. Page 27 2I208CH %M-9ts" U oil"-VM'31Hv39 NVId 311S 03SOdOad - I,I30ilVd '° "• .3.N OAle 3UGHS3M oomo 10311HOW NOSMVI CIUVH012! tmwsnp:wtY W21V3 NNVl SONOW03 :r.i ...�. pU6l-jC ARGA— — Development Approach to Value The Development Approach is utilized by appraisers when there are not enough recent land sales in any given market to permit valuation by the Sales Comparison Approach alone. The Edmonds market has few recent, truly comparable sales. As a result, we have completed a Development Approach -- a process used in some form by nearly all private sector developers as a test of financial feasibility. It could be argued, therefore, that an appraiser should also consider the Development Approach in concluding the highest and best use of vacant land. With Mr. Lawson's input, we have concluded that 2-story, mixed -use structures reflect the highest and best use of the subject. In this case, there are two 2-story structures with a combined GBA of 83,265 square feet. Overall, quality is good to excellent. Class D, wood -frame construction is anticipated, with the building foundation forming a seawall to prevent erosion of the bank above the line of ordinary high tide. In this approach, the value of the land is the difference between the cost to construct the project, including developers profit, and the market value of the finished project. — Feasibility Study - Proposed Office /Retail Development The property was studied by Richard Lawson, architect. He inspected the subject, met with the City planning department, and developed a plan for the property. It envisions a 2-story office/retail marine related structure on the site containing 83,265 square feet and parking for 222 cars. The plan would be to phase two buildings with possible renovation of a portion of the pier for public access. Using this plan, we have analyzed the development and created a residual land value. The basic premise of our report is that a developer would attempt to maximize the total square footage of allowable development on the property. The issue is that many of the uses required by zoning are likely to result in lower economic potential then those driven by economic demand. Bruce C. Allen & Associates, Inc. Page 28 -4 21208CH ""� {vap s4issy^^j a"il ° '3'H �'188ilD1453)l►'1 DOSE L NVId 31IS a3SOdOZId - l 130aVd 10311HOUV NOSMVI OUVH318 XV-1 N-411O wrawi �nn��oawr WaVj )1NVl Sa]NOWO3 ji 40 The current office market is considered strong with limited land available. This is evidenced by the redevelopment of former retail at Harbor Square into office, as well as the new construction of office buildings in downtown Edmonds. Considering current demand, a developer would attempt to maximize office development. The subject's waterfront orientation would make it attractive to an owner/user or as a rental project. The land use plan developed attempts to maximize office use recognizing that first floor office space is prohibited by zoning unless water dependent. In considering the potential for the main floor (retail/marine-related office) the market is weaker, particularly in relation to the size of the project (40,000-1 square feet). Although Anthony's is successful, it is questionable whether a new restaurant in the subject's location would be economically feasible. Several former restaurants in the downtown Edmonds area have been converted into office spaces. A restaurant, however, does pay rental premiums above other retail or water dependent office uses (yacht brokers, etc.). We expect both leasing rates and occupancy will be impacted by the restrictions of use. — Estimate of Cost to Construct: Marshall Valuation Method The Marshall Valuation Manual is a nationally recognized cost estimating service which provides cost data for all types of buildings, with adjustments given for local and current costs. Based on data contained in Section 15 of the Manual, the blended new replacement cost for a mixed office structure is $87.00 per square foot, which anticipates typical office buildout. Bruce C. Allen & Associates, Inc. Page 29 21208CH Summary of Marshall Manual Costs Section 15 Class D - Office Building Average Good Base Cost $58.63 $82.67 Add: Sprinkler System 2.00 2.00 Subtotal $60.63 $84.67 Story Height Multiplier 1.00 1.00 (12' Base) Floor Area/Perimeter 0.99 0.99 (Based on weighted avg.) Current (09/01) 1.05 1.05 Local (Everett) 1.15 1.15 Adjusted Base Cost $72.48 /sf $101.22 /sf Conclusion $87/sf Based upon the categories charted above, we have concluded an overall average of $87.00 per square foot for building new replacement costs. Cost Approach Summary Base Cost $87.00 /sf Building SF 83,265 sf Add: Site Improvements $520,000 ($3.00/sf of uplands site area) Contingency @ Subtotal Developer's Profit @ Total $7,764,055 5% $388,203 $ 8,152,25 8 15% $1,222,839 $9,375,096 ROUNDED $9,400,000 — Project Value by the Income Approach The first step in the Income Approach is to estimate potential gross income. We have consulted local property managers and developers, including Harbor Square. We also reviewed the CIBA office and retail listings database, and the Puget Sound Business Journal survey of office and retail lease rates in south Snohomish County. 91 Bruce C. Allen & Associates, Inc. Page 30 21208CH auI `salviaossV 28 ualIV * j aan.rg IdeN slujuall alquiudmo A brief summary of office rentals in the downtown Edmond's area is included as follows: Rental Comparables Adjusted Bldg. Rent/ Current Rent/SF Comp. Comparable/Location Age Area (sf) sf/yr. Expenses Vacancy Triple -Net 1 Harbor Square 1985-1987 102,000 $15.00-$17.00 $1.70-$2.95 10% $15.00-$17.00 120-190 Dayton Avenue NNN $17.00-$19.00 $4.00 $13.00-$15.00 Full Service 2 The Landing 1980 16,000 $18.55 unknown 6% $13.05 300 Admiral Full Service (est. at $5.50/sf) (estimated) 3 Former Nova Tech Building 1981 14,372 $16.00-$17.00 $3.00 49% $16.00-$17.00 115 Second Avenue N. NNN 4 Windermere/Tully Building 2000 16,000 $21.00 $3.50 13% $21.00 210 Fifth Avenue S. NNN 5 Harbor Building 1975 17,920 $20.00 $6.00 0% $14.00 100 Second Avenue South Full Service 6 Nickolson Building 2001 9,000 $18.00 $3.50 24% $18.00 250 Fourth Avenue S NNN 7 Bank of Edmonds 1987 5,876 $16.00-$17.00 $4.00 0% $16.00-$17.00 303 Fifth Avenue S. NNN i Based on our study, we conclude the street level retail/office space has a blended rental value of $16.00 per square foot per year, triple -net. We include the office area at $20.00 per square foot, triple -net. This considers the subject's water frontage with water views, but somewhat removed location from the downtown area. — Vacancy Considering market trends and the large size of the project, overall vacancy is projected at 7%. — Operating Expenses Triple -net expense sharing is assumed, whereby the lessor is responsible for roof/structural maintenance and management. All other expenses are lessee paid. We include management at 3% of effective gross income. Roof/structural Bruce C. Allen & Associates, Inc. Page 31 21208CH maintenance is estimated at $0.10 per square foot per year of GBA, considering that the project is new. — Overall Capitalization Rate Currently, overall rates of return generally range from 8.0% to 9.5%, depending upon many factors such as tenant strength and project quality. We use an overall rate of 9.2%, which assumes the project to be fully leased, but recognizes the higher risk due to the subject's secondary location and limited demand for water -dependent uses mandated by zoning. Leasing and marketing costs are deducted to indicate the "as -is" value. The "as -is" value assumes the project to be permitted, financed, and in the pre -leasing phase. Income Approach Summary Retail Space 41,633 @ $16.00 /sf $666,128 Office Space 41,632 @ $20.00 /sf $832,640 Total Gross Income $1,498,768 Less Vacancy @ 7% ($104,914) Effective Gross Income $1,393,854 Less Management @ 3% ($41,816) Less Roof/Structure Maintenance: 83,265 sf @ $0.10 ($8,327) NOI $1,343,712 Capitalize @ 9.2% $14,605,566 ROUNDED $14,610,000 We then deduct costs from the completed building value to indicate a residual land value as follows: Bruce C. Allen & Associates, Inc. Page 32 21208CH Value As If Completed & Leased $14,610,000 Less Leasing, Carrying Cost: Lease commissions of 5 yrs @ 5% of EGI ($348,464) Marketing and management @ 2% of value complete ($292,200) of value complete Construction Loan $10,000,000 Interest @ 8% Average draw for 1.5 yrs @ 60% ($720,000) Subtotal $13,249,336 Less cost to construct (incl. profit) ($9,400,000) Less cost to renovate pier ($400,000) Value "as -is" $3,449,336 ROUNDED $3,450,000 I The indicated land value by the Development Approach, therefore, is concluded to be $3,450,000. Bruce C. Allen & Associates, Inc. Page 33 2120SCH — Correlation and Conclusion of Value The two approaches resulted in the following value estimates: Sales Comparison Approach $3,675,000 Development Approach $3,450,000 The Sales Comparison Approach, at $3,675,000, is based on limited and older land sales in Edmonds, which required us to expand our sales search outside the Edmonds market. After considering these additional sales we have concluded they support the value concluded by the sales in the Edmonds vicinity. We were reluctant to rely solely on the Sales Comparison Approach, viewing the data as adequate, but not necessarily reflective of the behavior of a private sector buyer. As a result, we consulted with an architect, formulated a conceptual development plan, and completed a Development Approach to provide an opinion of the probable residual land value to a developer. The Development Approach indicates a value of $3,450,000, adjusted for the negative contribution of the pier. The Development Approach is a typical developer's feasibility analysis and a reasonable indicator of market value. We recognize that this approach has limitations, primarily the variety of assumptions required (construction costs, cost to achieve full occupancy, size of the project relative to the size of the market, etc.). Nonetheless, we have given considerable consideration to the fact this approach indicates a lower value than the Direct Sales Comparison Approach. Considering both approaches the concluded value is: THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) This value is for land only with no value given to the pier due to its super -adequacy, cost to remodel, and cost to cure deferred maintenance and/or demolish. The pier's contribution for a future ferry terminal is outside the scope of this appraisal and has not been considered. Bruce C. Allen & Associates, Inc. Page 34 21208CH CERTIFICATION OF VALUE I, the undersigned, do hereby certify that I have personally inspected the property located in Edmonds, Washington, and have prepared the analyses, opinions, or conclusions of value. To the best of my knowledge and belief, the statements of fact contained in this report and upon which the opinions herein are based are true and correct, subject to the assumptions and limiting conditions explained in the report. Employment in and compensation for making this appraisal are in no way contingent upon the value reported; it was not based on a requested minimum valuation, a specific value, or the approval of a loan. I certify that I have no interest, either present or contemplated, in the subject property.. I have no personal interest or bias with respect to the subject matter of the appraisal report or the parties involved. I certify that, to the best of my knowledge and belief, the reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute, as well as in conformance to the USPAP adopted by the Appraisal Standards Board of the Appraisal Foundation. This appraisal report identifies all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. No one other than the undersigned, with the exception of the person(s) shown on additional certification(s) if enclosed, prepared the analysis, opinions, or conclusions concerning real estate that are set forth in this appraisal report. I certify that the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. As of the date of this report, I have completed the requirements of the continuing education program of the Appraisal Institute. In my opinion, the market value of the fee simple interest in the subject property, as of September 7, 2001, is: THREE AULLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00 - Bruce C. Allen, CRE, MAI State Cert. #27011-1100695 Bruce C. Allen & Associates, Inc. Page 35 21208CH CERTIFICATION OF VALUE I, the undersigned, do hereby certify that I have personally inspected the property located in Edmonds, Washington, and have prepared the analyses, opinions, or conclusions of value. To the best of my knowledge and belief, the statements of fact contained in this report and upon which the opinions herein are based are true and correct, subject to the assumptions and limiting conditions explained in the report. Employment in and compensation for making this appraisal are in no way contingent upon the value reported; it was not based on a requested minimum valuation, a specific value, or the approval of a loan. I certify that I have no interest, either present or contemplated, in the subject property: I have no personal interest or bias with respect to the subject matter of the appraisal report or the parties involved. I certify that, to the best of my knowledge and belief, the reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal institute, as well as in conformance to the USPAP adopted by the Appraisal Standards Board of the Appraisal Foundation. This appraisal report identifies all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. No one other than the undersigned, with the exception of the person(s) shown on additional certification(s) if enclosed, prepared the analysis, opinions, or conclusions concerning real estate that are set forth in this appraisal report. I certify that the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. In my opinion, the market value of the fee simple interest in the subject property, as of September 7, 2001, is: THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) Charlene K. Hanson, Associate State Cert. #27011-1100621 Bruce C. Allen & Associates, Inc. Page 36 21208CH Bruce C. Allen & Associates, Inc. 21208CH ii J, la. <UU1 1L.: _,- 4 '-)7 r l U,�bb (-,1 i '_.Lti :i STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES DOUG SUTHERLAND, Commissioner of Public Lands Olympia, Washington 98504 NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE TABLE OF CONTENTS SECTION PAGE BACKGROUND....,........................................................................................................................1 1. NOTICE OF ASSIGNMENT.........................................................................................I....1 2. ACCEPTANCE AND INDEMNIFICATION.....................................................................1 3. NO RELEASE.....................................................................................................................2 4. MODIFICATION OF LEASE AT TIME OF ASSIGNMENT...........................................2 S. WARRANTIES .................................................................................................................2 6. NOTICE................................................................................................................................2 CONSENT TO ASSIGNMENT BY STATE..................................................................................3 22-002694 i PRE l-� i6 oZ�B2 Assignment of Lease U -. STATE OF WASRINGTON DEPARTMENT OF NATURAL RESOURCES JENNIFER Mr. BELCHER Commissioner of public Lands Olympia, Washington 98504 NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE NOTICE OF AND CONSENT TO ASSIGNMENT AGREEMENT NO. 22-002684 THIS AGREEMENT is made by and between UNION OIL COIVIFANy OF CALIFORNIA, dba UNOCAL, a California Corporation, whose address is 11720 Uuoco Road, Bldg C, PO Box 2004, Edmonds, WA 98020 ("Assignor") and CITY OF EDMONDS, a government entity, whose address is 121 5th Ave M, Edmonds, WA 98020 ("Assignee"), BACKGROUND A. Lease No. 22-002684 entered into on the 5th day of Jul 1987 the "Commencement Date"), by and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL as Lessee and the STATE OF WASHINGTON, acting through the Department of Natural Resources, as landlord ("State"). B. Assignor desires to assign and Assignee desires to assume the rights, duties, and liabilities of Lessee larder the Lease. Assignor acknowledges the receipt and adequacy of consideration given by Assignee for this assignment. The Lease prohibits an assignment without State's consent. State is willing to give its consent based upon the assurances and agreements made in this Agreement. THEREFORE, the parties agree as follows: SECTION 1 NOTICE OF ASSIGNMENT Assignor gives notice of its intent to assign all of its rights, title, and interest as Lessee under the Lease to Assignee effective time 20th day of December, 2001 (the "Effective Date"), for the balance of the lease term as provided in the Lease. SECTION 2 ACCEPTANCE AND INDEMNIFICATION Assignee gives notice of its intent to assume the obligations as Lessee under the Lease, and agrees to faithfully perform and discharge those obligations according to the terms of the Lease. 22-002684 Assignment of Lease U�� lay LUUl 15: i1 a1J ilU'Lbb UIIN' LLERI: I'A�L H4 SECTION 3 NO RELEASE State is not releasing Assignor from fully performing the provisions of the Lease. Assignor remains liable to State to the same extent as if no assignment had been made. SECTION 4 MODIFICATION OF LEASE AT TIME OF ASSIGNMENT r Assignor agrees that State -and Assignee may change, modify, or amend the Lease in any way, including the rent to be paid. The assignment and any modification or amendment -to the Lease shall occur contemporaneously. Assignee acknowledges receipt of a copy of the Lease and any previous or contemporaneous amendments. Further assignments may be made, without notice to or consent of Assignor, and without in any manner releasing or relieving Assignor from liability under the Lease. Assignor shall remain liable under all the terms. covenants. and conditions of the Lease as originally executed to the end of the term of the Lease. SECTION 5 WARRANTIES Assignor represents and warrants to State and to Assignee that (i) the Lease is in full force and effect; (ii) Assignor is not in default or breach of the Lease; (iii) Assignor has no knowledge of any claims, offsets, or defenses of any lessee wilder the Lease; (iv) rents due subsequent to this assignment ha .:ot been paid in advance by any lessee; and, (v) to the best of Assignor's knowledge, the property is in full compliance with all applicable federal, state, and local governmental permits, rules, ordinances, and laws. Assignor shall defend, indemnify and hold State harmless from any breach of the foregoing warranties and Emm any claims or causes of action, known or unknown, of Assignor that have or may arise from eircnmstazices that precede this assignment. SECTION 6 NOTICE Assignor instructs State to send all future notices to Assignee. Assignee has the Obligation to keep Assignor informed about the activities on (lie property and Assignee's performance of its obligations winder the Lease. Assignee shall send to Assignor copies of any notices it receives or sends to State. Assignor has the obligation to remain Informed of Assignee's activities on the property, Assignee's performance of its obligations tinder the Lease, and Assignee's financial condition. State has no obligation to provide Assignor any notice or information concerning the Lease or Assignee and Assignor shall not rely on State to inform Assignor. THIS AGREEMENT requires the signature of all parties and is executed as of the date of the last 22-002684 Assignment of Leaae i -J 1 1 -:0iiL Lb: 3, 4 _be e Ld�bto Ul I Y i_,LLP1,, 1 44, 1[- :1.` I 1 signature below. ASSIGNOR: UNION OIL COMPANY OF CALIFORNIA, DBA UNOCAL, A California Corporation By: PH M,IP C. STERN Its: Manager, Western Region/Real Estate and Remediation Services Dated: ASSIGNEE: CITY OF EDMONDS, A gover=ent entity By: Z4�� G SON Its: Mayor of Edmonds Dated: dai,1457' -W 2001 — — CONSENT TO ASSIGNMENT BY STATE In consideration of the foregoing, State consents to the Assignment of the Lease to Assignee. However, State expressly conditions this consent on the understanding that neither State's consent nor its collection of rent from Assignee shall be a waiver of the covenant against future assignments or subletting. Furthermore, State's acceptance of Assignee as Lessee shall not be construed as releasing Assignor from full performance of the provisions of the Lease. Except as set forth in this Agreement, no provision of this consent alters or modifies any of the terms and conditions of the Lease, including the requirement that the written consent of the State be obtained before any further assignment of the Lease or subletting of the property occurs. STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Dated: 20� By: WILLIAM J. WALLACE Title: Northwest Region Manager Address: 919 N. Township Street Sedro-Woolley, WA 98284 Approval as to form this 1 'It day of June, 1998 Michael S. Grossmann, Assistant Attorney General 22-002694 Assignmcet of Lense J, IF STATE OF WASfiCNGTON ) ss. f 'u' I-_ I I F . �l COUNTY of ) I certify that I know or have satisfactory evidence that WILLIAM J. WALLACE is the person who appeared before me, and is the Northwest Region Manager of the STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES. I further certify that said person acknowledged the foregoing to be the free and voluntary act of the STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES for the uses and purposes mentioned in the instrument, and on oath stated that he is duly authorized to execute and acknowledge said instrument. SEAL DATED: �I (-i�pclPtint Name] Notary Public in and for the State of Washington residing at: My Commission Expires: 911 STATE OF WASMNGTON ) ss. �. COUNTY OF ) I certify that I know or have satisfactory evidence that PHILIP C. STERN is the person who appeared before me, and is the Manager, Western Region/Real Estate and Remediation Services of Union Oil Company of California, dba UNOCAL ("Assignor"). I further certify that said person acknowledged the foregoing instrument to be the free and voluntary act of the Tenant for the uses and purposes mentioned in the instrument, and on oath state that he is duly authorized to execute and acknowledge said instrument. SEAL ' DATED: (Type/Print Name) Notary Public in and for the State of Washington residing at: My Commission Expires: 22-002684 Assignment of Lease ��Ji y{r �fJUl 1J: :S� v�J��LIJGVU l,ll i l.,L�.I :I. f F+IaL U� � v STATE OF WASO NGTON ) 9s. COUNTY OF ) I certify that I know or have satisfactory evidence that GA1RY HAAKENSON is the person who appeared before me, and is the Mayor of Edmonds ("Assignee"). I further certify that said person acknowledged the foregoing instrument to be the free and voluntary act of the Tenant for the uses and purposes mentioned in the instniment, and on oath state that he is duly authorized to execute and acknowledge said instrument. 22-002684 SEAL DATED:_ Ausu�sr,�2�_ _ 2�p' slyly • c'�'7 Ott 1' (TypeiPrint Dame) tAa� Y etfhington � Notary Public in and for the State of Was 1. A. Pvauc ; residing at: My Commission Expires: L9 R4 5 Aseigatnetit of Lease �1 I Land Sale Comp ID 1 Comp # 3659 Common Name Address City Location Desc. Neighborhood Seller Buyer Sale Price Analysis Price Section Legal Desc. Tax Parcel No. Assessments: Land 100 Railroad Avenue Edmonds County Snohomish State WA The property is a marina located immediately south of the Washington State Ferry dock in downtown Edmonds. Downtown Edmonds Howard V. Anderson Jr., et al City of Edmonds $2,050,000 Sale Date 12/10/92 $2,050,000 Record Date Township Tax Accounts 232703-1-038, -040, -052, -054. 232703-1-03 8, -040, -052, -054. Improv. Recording No. 921209-0632 Map Refer. 454 Range Total Assess. Financing $500,000 down; balance over 10 years at 6.25% Conditions of Sale Rights Transferred Fee Simple Confirmation Howard Anderson, seller; Ms. Arvilla Olde, buyer; 12/92; DCB Confirm Date Market Time Data Source Quick Comp Land Area (sf) 103,011 Price/sf $19.90 Land Area (acre) 2.36 Pricelacre $866,878 Frontage Feet Price/ff $0.00 Unit of Measure sf No. of Units Price/unit $0.00 Site Desc. Site Improvements Zoning Code Zoning Desc. CW Current Use COM - Commercial Utilities All available Access Topography Dimensions Irregular Frontage Desc. Remarks At the date of sale this property was improved with two buildings. The larger of the two, according to County records, was constructed in 1910 and remodeled in 1955. This building reportedly contains approximately 13,200 square feet and includes a warehouse used for storage and repair of boats. A second building was reportedly constructed between 1960 and 1967 and contains approximately 3,016 square feet. This building functioned as a showroom and also had finished office area. Additional improvements included asphalt paving, fencing around the perimeter, and a boat lift. The buyers reportedly assigned no contributory value to the buildings or site improvements. This property lies on the west side of Railroad Avenue and immediately adjoins the State Ferry Terminal to the north. The site has approximately 315.59 feet of frontage along Railroad Avenue, is approximately 330 feet deep, and extends to the the inner harbor of Puget South where it has approximately 211.45 feet of frontage. This site contains a gross area of 103,011 square feet, of which approximately 64,988 square feet are reported to be Search Code 21208 Pagel Orig. Job 12068-10 •aul `sajrVzooRSV 2y uajpy •D aandff T aluS pworl oiquaudvuoo � spa-► o - ��b' IWO r Land Sale Comp ID I Comp # 3659 uplands and 38,023 tidelands (74% uplands/26% tidelands). The sale equates to $31.54 per square foot of uplands only area. Search Code 21208 Pace 2 Orig. Job 12068-10 2; aluS puurl olquaudumoa •� ,+ , .-4 "-1 1Nvld . s' •�,,�, zOle 1N3rllv3al ' 3JbM3S 9 ALWA a►OONVAI zao-� t0929l ( DPLW Q) Nd.1lciVJ, 73 777110-� - 4il� y GONONG3 d0 1.1l0 N ODN O 9868# dwOD Land Sale Comp ID 2 Comp # 8985 Common Name Vacant Commercial Land Address 141 Dayton Street City Edmonds County Snohomish Location Desc. SEC James Street and SR-104 Neighborhood Downtown Edmonds Seller EFCA LLC Buyer Edmonds Retirement Community LLC Sale Price $1,420,000 Sale Date 12/10/99 Analysis Price $1,420,000 Record Date Section 23 Township 27N Legal Desc. Section 23, Township 27N, Range 03E Tax Parcel No. 2327034-090 Assessments: Land $1,201,700 Improv. $281,000 Financing Cash Conditions of Sale Market transaction Rights Transferred Fee Simple Confirmation Gay Lynn Beighton, Agent for Seller Confirm Date 12/10/99 Data Source In House Land Area (sf) 60,113 Land Area (acre) 1.38 Frontage Feet Unit of Measure No. of Units Site Desc. Level, at -grade - 1/2 city block Site Improvements None Zoning Code BC Zoning Desc. Community Business Current Use COM - Commercial Utilities All available Access Three abutting streets Topography Even Dimensions Not available Frontage Desc. State WA Recording No. Map Refer. Range 03E Total Assess. $1,482,700 Market Time Not available Pricelsf $23.62 Pricelacre $1,028,982 Price/ff $0.00 Price/unit $0.00 Remarks The property had been on and off the market since 1992, at which time it was a full city block. A condominium project has been built on the northerly portion, the site is now 60,113 square feet. The property was listed in early 1999 for $1,650,000. The price was reduced to $1,420,000, and the property sold in two months to a retirement community developer. The property was sold encumbered by a perpetual parking easement for 24 cars. The developer estimates the easement raised his effective cost to $28.00 per square foot. A 2-story retirement home with parking beneath has been constructed on the site. Search Code 21208 Pam 1 IOrig. Job 19274 LTTP# dwOD oul `salvzaosSV 2y ua17V.0 aanda I S aluS puuZ aiqu.zuduxoa il nvsn w IJ ZO .z I (i 'ydJ �� zo— 1 ❑ to _ OQ Sw to 0 00 I C O -2 0 i N N 00 $ �0 4 + zo D zo zo _ J s z _ m to 10 to -- Oy �J Nb'7 (OON017) • a98- Z-S B 1 9 � oo t 10 (0089) VZV7d r s f �a r 12O°; /I o/ -�d alb �t',70�1Wf�"HS I >y 814 / z f /d 70 ' _ -- j0• 1 0 :bO -Il d �Z i p z o 10 �9 L 20 OO rn vL :., it `� o9� -aQ lo r1l zo D � - y -�- -z--- ob►-z 1 F4'1� � 5`�y 10 i O /0 "• -1 600 ►o � 1° 3NV-1 NI kgMn4 - -e - 00 20 00 �21 5 ebb0 10 um+ zo 9 j2,0 s r 10 00 1.8 •5 d5 °/ 1 120 1 10 0 e I' v q/ / o/ cn 20- 10- f r w vc Z m k 62r-z 1 l /Ur---� Nn 8i`1 co v o n 1 'N 1S 3NId o- z o i ti i t ,� %o-z F,bQ� zll zr90-Z 1 ,'� ;b �=� r'' z tieqp•a zr r-z 1� L .Z y, Z ISO-z 07b'J3W3 I zoo-Z �r+-z 87f-2 rb��h:lb� c"yB;.; �68--g_S Z �ti2 6s0-Z 5rl-Lrnr �b�i-z � BSo -Z b 07'21-2 uo e 0 d g �0 �I +-Z h + i.� CDI 1 ' 9 n— SSf-z1 w s 1 �-+ L _ �-1 _ _� 1-j _ .L�ol-2 n 6 104 s�O1si b71-z o 1 1 0 1 101-a 1�a1-zl o i-2I.0or--2 1 5nf -Z 17 ti 1 Q, D o e .{b'M 1,71-2 o �" ro I-SO-z j � ti-� H u J •0 58t-z , zst-z Land Sale Comp ID 3 Comp # 4117 Common Name Address City Location Desc. Neighborhood Seller Buyer Sale Price Analysis Price Section Legal Desc. Tax Parcel No. Assessments: Land 705 5th Avenue S. Edmonds County Snohomish State WA This is located on the east side of 5th Avenue, north of Pine Street. Eckhard Baumueller Land Management Associates, Ltd. $400,000 Sale Date $400,000 Record Date Township Tax Acct. No. 2527-032-127-0001. 2527-032-127-0001. Improv. Financing Cash Conditions of Sale Arm's Length Rights Transferred Fee Simple Confirmation Tom Pinkham, buyer (774-6767) Confirm Date Data Source Quick Comp 7/9/93 Recording No. 930709-0306 Map Refer. Range Total Assess. Market Time Land Area (sf) 10,019 Price/sf $39.92 Land Area (acre) 0.23 Price/acre $1,739,096 Frontage Feet Price/ff $0.00 Unit of Measure sf No. of Units Price/unit $0.00 Site Desc. Site Improvements Zoning Code Zoning Desc. RM-1.5 Current Use RES - Residential Utilities All to site Access Topography Dimensions Not available Frontage Desc. Remarks This is a small, 7-unit condominium land purchase near downtown Edmonds. The total purchase price was $400,000 with the buyer assigning roughly $80,000 of this price to plans and permits obtained by the seller. The buyer has constructed seven luxury condominium units composed of six 1,200-square foot, 2-bedroom/2-bath units and one 660-square-foot, 1-bedroom/1-bath unit. Three of the 2-bedroom units have significant Puget Sound and Olympic Mountain views. An older, 1-story duplex unit previously occupying the property was torn down. Search Cow 21208 Page 1 Orig. Job 13334-4-7 9068# dwOD auI `sap7oossy W ua77Y 7 a0mig fi aluS puurl aiau.xudmoo .SaA.rnS "k •g• y t O C w u •�e" � 4 Lt \A ^�3�A 17%pt I,',_ tisn� 3 a �n s fi Irv e� n n p i O cL c a $ �•C 7 n � Q a z o v J 9i _+ F•'` ilSiMfMf TO //Rf /f fOMONOS ' d� .ems tiiMlz ' �y� 11 Z � I tic k M is Land. Sale .:: ,._ Comp ID 4 Comp # 8906 Common Name Former Northwest Fur Breeders Address 460 Admiral Way City Edmonds County Snohomish State WA Location Desc. Commercial waterfront. Neighborhood Edmonds CBD Seller Northwest Farm Food Cooperative Buyer Port of Edmonds Sale Price $1,250,000 Sale Date 3/l/93 Recording No. Analysis Price $1,250,000 Record Date 3/1/93 Map Refer. Section 23 Township 27N Range 03E Legal Desc. Section 23, Township 27N, Range 03E Tax Parcel No. 232703-4026; 4032 Assessments: Land $478,900 Improv. $207,000 Total &.,.ss. $685,900 Financing Cash to Seller Conditions of Sale Condemnation Rights Transferred Fee Simple Confirmation Public Records, Peter Maier, attorney for buyer Confirm Date Data Source In House Land Area (sf) 32,949 Land Area (acre) 0.76 Frontage Feet 240 Unit of Measure No. of Units Site Desc. Level, at -grade Site Improvements Paving, fencing Zoning Code CW Zoning Desc. Commercial Waterfront Current Use REC - Recreational Utilities All available Access Admiral Way Topography Even Dimensions Not available Frontage Desc. Market Time Not available Price/sf $37.94 Price/acre $1,652,554 Price/ff $5,208.33 Pricetunit $0.00 Remarks Purchased under threat of condemnation at $1,250,000. Included in the sale were older owner occupied improvements with office, storage, and processing areas totaling 20,892 square feet, built in 1941. The site was encumbered by easements which reduced buildable area to 26,580 square feet. The effective land cost (usable area) was $47.03 per square foot. Search Code 21208 Pace 1 Orig. Job 19274 I.-86# dulOD •parr rc�oa�r+a�nnov x nroaatr .-. on... ,.. I /, S; aIuS puu'T alauiuduao3 `tip I��I �Q•� o �s�iBJ .� I � `° o VZV7 ( opuoO a) Nd1 /dV,?r, 7-7 OP9B) (opuo,9, 8 � vrrr ■ 3NO r 0 f Land Sale Comp ID 5 Comp # 9821 Common Name Sunset on Main Address 110 Main Street City Edmonds County Snohomish State WA Location Desc. This property is located at the south side of Main Street between Front and 2nd Streets. Neighborhood Downtown Edmonds Seller Nels O. Lindh (et al) Buyer Land and Construction Management LLC Sale Price $305,000 Sale Date 1/26/96 Analysis Price $305,000 Record Date 1/26/96 Section 23 Township 27N Legal Desc. Lots 13, 14 blk 2 Gephart's First Add vol 5 pg 43 Tax Parcel No. 4548-002-013-0002 Assessments: Land Improv. Financing Cash to Seller Conditions of Sale Arm's Length Rights Transferred Fee Simple Confirmation In House Confirm Date Data Source COMPS, Inc. Land Area (sf) 7,200 Land Area (acre) 0.17 Frontage Feet 60 Unit of Measure No. of Units Site Desc. Site Improvements None Zoning Code BC Zoning Desc. Commercial Business Current Use COM - Commercial Utilities All to site Access Direct Topography Level Dimensions 120' x 60' Frontage Desc. 60 feet on Main Street Recording No. 9601260517 Map Refer. 454/F5 Range 03E Total Assess. Market Time Not available Price/sf $42.36 Price/acre $1,845,250 Price/ff $5,083.33 Price/unit $0.00 Remarks The buyer spent an additional $30,000 demolishing the existing building for construction of a condominium project plus office space project. The property was purchased on a real estate contract, which had been negotiated several years prior. Search Code 21208 Pace 1 Orig. Job 21051 9996# dwOD 9 aIuS puu7 olquaudmoa D Land -Sale Comp ID 6 Comp # 9625 Common Name Downtown Edmonds Site Address 222 3rd Avenue North City Edmonds County Snohomish State WA Location Desc. Downtown Edmonds, 3rd Avenue between Edmonds Street and Bell Street Neighborhood Edmonds CBD Seller Charles P & Sheryl A Verrall Buyer William D Hochberg Sale Price $299,000 Sale Date 5/15/00 Analysis Price $299,000 Record Date 5/15/00 Section 23 Township 27N Legal Desc. Plat of Edmonds, Block 005, Lot 9 Tax Parcel No. 4344 005 009 00 0'7 Assessments: Land $180,000 Improv. $27,000 Financing Conventional Conditions of Sale Arm's Length Rights Transferred Fee Simple Confirmation William D. Hochberg (425-744-1220), buyer Confirm Date 1/1101 Data Source COMPS, Inc.; buyer Land Area (sf) 6,325 Land Area (acre) 0.15 Frontage Feet 55 Unit of Measure Square Foot No. of Units 6325 Site Desc. Level, at -grade Site Improvements SFR, built 1901 Zoning Code BC Zoning Desc. Commercial Business Current Use COM - Commercial Utilities All available Access Good Topography Generally Level Dimensions Regular Frontage Desc. 55' on 3rd Street Remarks Recording No. 20000515011 Map Refer. 454 F-6 Range 03E Total Assess. $207,000 Market Time Not available Price/sf $47.27 Priceiacre $2,059,200 Price/ff $5,436.36 Price/unit $47.27 The buyer has extensively renovated the existing office (converted from residence) but plans to eventually construct a new office building. He did not allocate any value to existing improvements and thought his price of $47.27 per square foot was arms -length for land value. Allocating $40.00 per square foot to the improvements reflects a value of $38.74 per square foot to the land. I Search Code 21208 Paee 1 IOrig. Job 20201-3a 9996# dw0J L 01US puurl olquaudwoa '1S• CiFb LL' Uzi � Dry-; �1var.�s 00 8Zi-b ozf-� 0$O-b PLO- b 6Lo-b i ■■ I L .Ln NI VM a/ F7 �s zt/-i z Hd A n�r7 �sll8i at 860 - ti ap�ra3 3a� Rif sa 19�91 �4vyo�! 0 9 vj Yoe . �*IS �J om8v-7s —T is �VI Y le i ly. Land Sale Comp ID 7 Comp # 9626 Common Name Downtown Edmonds Parcel Address 210 5th Avenue South City Edmonds County Snohomish State WA Location Desc. 5th Avenue South between Dayton and Alder Street Neighborhood Downtown Edmonds Seller Jacque L. Mayo Buyer Leslie Butterfield Sale Price $375,000 Analysis Price $375,000 Section 23 Legal Desc. Tax Parcel No. 2327 034 079 00 07 Assessments: Land $369,000 Sale Date 4/22/99 Record Date 4/21/99 Township 27N Improv. $5,000 Financing Cash to Seller Conditions of Sale Ann's Length Rights Transferred Fee Simple Confirmation Leslie Butterfield (425-775-0564) Confirm Date 1/11/01 Data Source COMPS, Inc., buyer Land Area (sf) 12,197 Land Area (acre) 0.28 Frontage Feet Unit of Measure No. of Units Site Desc. Level, at grade Site Improvements Warehouse Storage Zoning Code BC Zoning Desc. Commercial Business Current Use COM - Commercial Utilities All available Access Good Topography Generally Level Dimensions Regular Frontage Desc. On 5th Avenue Recording No. 9904210939 Map Refer. 454 F6 Range 03E Total Assess. $374,000 Market Time Not available Price/sf $30.75 Price/acre $1,339,264 Price/ff $0.00 Price/unit $0.00 Remarks This is a sale in downtown Edmonds. An existing 3,360 square foot storage building will be demolished. Buyers plan to construct a retail/mixed-use building. Search Code 21208 Paeei Orig. Job 20202-3a 9866# dwOD .y i .IV f ;o- 7sv- SJ-f� _;o-� 8 aluS Puurl aiq.u.xudwoo N O-LAV Cl (6PIP) 1 o d dzd7� C fCO •� M31A No � vi Y09b l yy zeo-6 apg2 9) (opuo0 o f Nt/1/d b',�. 7--7 Land Sale Comp ID 8 Comp # 9986 Common Name 131 2nd Avenue Address 131 2nd Avenue City Edmonds County Snohomish State WA Location Desc. Northeast corner of James Street and Second Street Neighborhood Downtown Edmonds Seller MIM Harold A & Carolee Hopper Buyer Hugh S. Ferguson Sale Price $900,000 Sale Date 9/1/00 Recording No. 20000901031 Analysis Price $900,000 Record Date 9/l/00 Map Refer. 454/136 Section 23 Township 27N Range 03E Legal Desc. Lots 23, 24, S2 lots 17 thru 22 blk 1 Gephart's 1st Add vol 5 pg 43 Tax Parcel No. 454800-1020-0005 & 454800-1023-0002 Assessments: Land $246,000 Improv. $0 Total Assess. $246,000 Financing Cash Conditions of Sale None Rights Transferred Fee Simple Confirmation Mr. Ferguson, buyer (206) 622-4555 Confirm Date 4/l/01 Data Source In House Market Time Not available Land Area (sf) 24,080 Pricelsf $37.38 Land Area (acre) 0.55 Price/acre $1,628,073 Frontage Feet Price/ff $0.00 Unit of Measure No. of Units Price/unit $0.00 Site Desc. Previously finished, view lot Site Improvements Finished lot Zoning Code BC Zoning Desc. Commercial Business Current Use COM - Commercial Utilities All to site Access Direct from 2nd Avenue Topography Level Dimensions 112' x 215' Frontage Desc. 215' 2nd (Est) 112' James (Est) Remarks At the time of sale, this parcel was improved with a concrete block industrial parking area. The buyer demolished existing improvements to make way for construction of a 2- story office building with underground parking. The site will offer water views to the southwest. The buyer acknowledged that to his knowledge this was the highest price per square foot paid in downtown Edmonds, but that he felt it was a market, arm's length transaction. The building was fully leased to a single tenant, who in turn, plans to sub- lease up to 10,745 square feet of the building. Search Code 21201 Paee 1 Orig. Job 21051 9068# d7-uoD ")UT `FS377177nSCT7 10 IM71W7 'rl Si'l77 /f7 • 6 OTUS puu'I olqu.zudmoo r�� t <� b Dw E a 771 0 � j d , r {1 N, f a o ' .y e cmx . v ,V�l . 10 NQ .r ��.. to 010 L alosom L S V 3 ` �" S� CotE O cn � � u- _ _•tr —� �W � as,� r I t OE OE ��a „��• �� rn - o� 0 Land Sale Comp ID 9 Comp # 8905 Common Name Lake Union Waterfront Address 205 NE Northlake Way City Seattle County King State WA Location Desc. Commercial waterfront. r,. Neighborhood North Lake Union Seller Buyer Sale Price Analysis Price Section Legal Desc. Tax Parcel No. Assessments: Land Northlake Properties, Inc. Northlake Associates (LLC) $1,452,000 Sale Date 9/16/98 Recording No. 980916-1345 $1,452,000 Record Date 9/16/98 Map Refer. 535B6 17 Township 25N Range 04E Lots 1 thru 4 blk 35 'Map of Lake Union Shorelands ; lots 1 thru 5 blk 2 'Latora Add' vol 4 pg. 28 408880-1585-01 Improv. Financing Cash to Seller Conditions of Sale Exercise of Option Rights Transferred Fee Simple Confirmation Public Records, Inspection, COMPS, Inc. Confirm Date 12/20/99 Data Source COMPS, Inc. Land Area (sf) 57,499 Land Area (acre) 1.32 Frontage Feet Unit of Measure No. of Units Site Desc. Site Improvements Lessee -built industrial building Zoning Code IBU Zoning Desc. Seattle Current Use Utilities All to site Access NE Northlake Way, Lake Union Topography Even Dimensions Irregular Frontage Desc. Total Assess. Market Time Not available Price/sf $25.25 Price/acre $1,100,000 Price/sf $0.00 Price/unit $0.00 Remarks The buyer is a former tenant who was leasing the site. The building improvements were built by and owned by the lessee prior to sale. Reportedly, the buyer spent $100,000 in cleaning up contamination. Submerged area is approximately 37,000 square feet; upland area is 20,499 square feet. Included in the sale is an approximate 1,500-square-foot wooden deck. Search Code 21208 Pape 1 Orig. Job 19274 OT aluS puurl aiquiud-moa p100133 �j 6 I o 7 .. r o.Cop 5as0 � a V • n 1 21 1. k 9L !�r F �L < "•iai /7 C �7Sr� 8868# dwOD eA q Rh �' Ln —i Z IN T .;> •�reN�S iyl 4 O 7K m ,a 1 ils� Qd pg y �T7 : qa. °L 17' C6 i a c �0a is A 3 -1 -I V n ---- _— _ �,yxrory _ -� .c- y �"}ovb azY-z�-6os ry .d� • ��� Z Y O 01 �`T '14ss JJ '0[� tt c m Srr ce e � a \ 7B W vd v N y m 01 Pi sue � '� sr . gio�n'� • a a rz: 1 ro N 0 A 0 n Z to a N b to' 0701411 3S ol � C J N rr ? 7i� 9NIM UG WNUMO LION HOOK SONV-l32l0!4S FnWn '-Jyy-! 01 83=138 '-3NII C ^4a41*+n„ p41JIgW00 �f4 3NIZ Livo-1 NOLLOf uisN00 3 i.Liv35 MWH; WV179 hr sv R n v-r vn cM7_ 'zj tht 5F I•% �P a Land Sale__ Comp ID 10 Comp # 8988 Common Name Naval Reserve Center Address Terry Avenue North City Seattle County King State WA Location Desc. South Lake Union area. Neighborhood Seller U.S. Department of Navy Buyer City of Seattle Sale Price $3,400,000 Sale Date 11/1/99 Recording No. Analysis Price $3,400,000 Record Date 11/1/99 Map Refer. Section Township Range Legal Desc. Lots 1-13, Block 75 - Lake Union Shorelands Tax Parcel No. 408880-3230 Assessments: Land $4,811,200 Improv. $1,000 Total Assess. $4,812,2Cj Financing Cash to Seller Conditions of Sale Arbitrated - 3 Appraisals Rights Transferred Fee Simple Confirmation Appraisal/Arbitration Confirm Date 11/1/99 Market Time Not available Data Source In House Land Area (sf) 159,946 Price/sf $21.26 Land Area (acre) 3.67 Pricelacre $925,963 Frontage Feet Price/ff $0.00 Unit of Measure No. of Units Pricelunit $0.00 Site Desc. Site Improvements 19,302-square-foot former classroom with no contributory value. Zoning Code C240' (US) Zoning Desc. Urban Stable Overlay Current Use Utilities All available Access Good from Fairview Topography Level Dimensions Rectangular Frontage Desc. - Remarks ^T Purchased by the City of Seattle for use as a public park. Private sector purchase would likely have resulted in a 65,000-square-foot mixed -use structure with 1,100 to 1,200 lineal feet of moorage. Approximately 15,609 square feet are submerged, price overall is $23.56 per square foot. Land cost is equal to $52.31 per square foot of building. Sale price appears to be at the low end of the market value range but economic at land cost of $52.31 per square foot of building. I Search Code 21208 Page 1 Orig. Job 19274 08L8# duioD 71/7 `cagn-7-)ncev W) �ia�av •r, ate„ �r. II aIuS Puurl alauauduxoa '(SIN.) 3N/73%OyS S: 3wVS: 3N/7 0007y 7A 00/ 'Jo7 :i02Ul Land Sale Comp ID 11 Comp # 8780 Common Name Lake Union Waterfront Address 2155 N. Northlake Way City Seattle County King State WA Location Desc. Commercial marine and waterfront. Neighborhood North Lake Union Seller North Northlake Properties Buyer CKS 2155 LLC Sale Price $4,250,000 Sale Date 05/12/00 Recording No. 20000512-1647 Analysis Price $4,250,000 Record Date 05/12/00 Map Refer. 535/A7 Section 17 Township 25N Range 04E Legal Desc. Lots 1-10, Blk 40, Lake Union Shorelands Tax Parcel No. 408880-1740 Assessments: Land $2,673,300 Improv. $1,000 Total Assess. $2,674,300 Financing Cash to Seller Conditions of Sale Market Rights Transferred Fee Simple Confirmation Public Records, Listing Broker Confirm Date 09/01/01 Market Time Not available Data Source In House Land Area (sf) 205,603 Land Area (acre) 4.72 Frontage Feet Unit of Measure No. of Units Site Desc. Site Improvements None Zoning Code IBU/45 Zoning Desc. Commercial Waterfront Current Use COM - Commercial Utilities All available Access Lake Union, N. Northlake Way Topography Even Dimensions Not available Frontage Desc. Price/sf $20.67 Price/acre $900,425 Price/ff $0.00 Price/unit $0.00 Remarks This is a sale of 4.72 waterfront acres, approximately 2.47 acres are uplands; the balance 2.25 acres is submerged. There is a 488-foot concrete pier included in the sale. The price equates to $39.50 per square foot of uplands only area. Search Code 71208 Page t Orig. Job 19213 QUALIFICATIONS BRUCE C. ALLEN, MAI, CRE Experience Engaged in the real estate field since 1962; obtained MAI and SRPA designations in 1972. Appraisal expertise covers the multitude of real estate properties and includes appraisals, market studies, consultation, project management, and arbitration functions. Obtained a designation of CRE (Counselor of Real Estate) in 1992. The Counselors of Real Estate, established in 1953, is an international group of high profile professionals including members of prominent real estate, financial, legal, and accounting firms, as well as leaders of government and academia who provide expert, objective advice on complex real property situations and land -related matters. pro fe s sional OrgAWz at_ions Member of the Appraisal Institute (MAI); member of American Society of Real Estate Counselors (CRE); member of the International Right -of -Way Association; King County Board of Realtors; member of the Urban Land Institute; member of Lambda Alpha. Offices Held Past President of Chapter 8 AIREA; past Vice -President of Chapter 8 AIREA; past President of local chapter of SREA; Past national Governor of SREA; Director of AIREA, Chapter 8; Chairman of various committees; Ethics Chairman, Professional Practice, and Admissions. Education Whitman College and University of Washington — Majored in Real Estate. Numerous professional courses and seminars. Professional Experience and Affiliations 1982-Present: Bruce C. Allen & Associates, Inc.; Owner - Bellevue 1968-1982: Eastman & Allen Company; Appraiser/Partner - Seattle 1965-1968: Yates, Wood & MacDonald; Commercial Brokerage/Mgmt./Appraising Seattle 1962-1965: Appraisal Associates; Office Mgr./Trainee/Appraiser - Seattle 1958-1961: Residential construction during college Real Estate Development Project Manager, partner in developing a variety of projects including vacant land, commercial, and residential condominiums. Projects include Laurel Park, a 22-unit townhouse project in Seattle; an 8-unit townhouse project in Seattle; a 64-lot plat in Bellingham; a commercial office building in Seattle; and short plat acreage in Auburn. IBruce C. Allen & Associates, Inc. BRUCE C ALLEN, MAI, CME fcont.i Representative Client List Appraisal and consultation includes the Stites of Washington, Oregon, Idaho, Alaska, California, and Colorado. Clientele varies, covering all sectors of private, corporate, and public areas. A sampling of clients follows: C Porations* CB Commercial Davis Industries Dev. Services of America Elcon Corporation Gull Industries Heartland Intracorp Financial Institutions: Anchor Savings Bank Bancshares Bank of America Cascade Savings Bank Commerce Bank of WA Continental, Inc. Governmental A envies: Federal Kidder Mathews & Segner Koll Company Microsoft Corporation Nintendo of America O.R. Colan Associates Port Blakely Tree Farms Quadrant Corporation Equitable R.E. Invest. First Mutual Bank Frontier Bank InterWest Savings Bank Key Bank of Puget Sound Seattle Mortgage Rabanco Sabey Corporation Trammell Crow Co. Vicwood Dev. Corp. Weyerhaeuser R.E. Co. Windermere Real Estate Seafirst National Bank Security Capital U.S. Bancorp U.S. Bank of Washington Valley Community Bank Washington Federal FAA Internal Revenue Service U.S. Department of Navy General Services Admin. Revenue Canada U.S. Army Corps of Eng. State of Washington Dept. Social Health & Welfare State of WA Dept. Of Wildlife Washington State Parks RTA/Sound Transit WA State Convention Center State Attorney General's Office Washington State DOT Airports Arlington Airport Bellingham Airport Friday Harbor Airport King County Airport School Districts Bainbridge Island Bellevue Edmonds Moses Lake Airport Olympia Airport Renton Municipal Airport Highline Mukilteo Lake Washington County Clallam King Mason Grays Harbor Kittitas Pierce Island Kitsap San Juan Sea-Tac Int'l Airport Snohomish Co. Airport Yakima Airport Renton Seattle Shoreline Skagit Thurston Snohomish Whatcom IBruce C. Allen & Associates, Inc. BRUCE C. A.LLEN, MM CRE (cout.� City Arlington Burien Auburn Des Moines Bainbridge Island Eatonville Bellevue Edmonds Bellingham Federal Way Bothell Issaquah Ports• Port of Bellingham Port of Everett Port of Everett Kent North Bend Kirkland Olympia Lk. Forest Park Redmond Lynnwood Renton Mercer Island SeaTac Port of Grays Harbor Port of Olympia Port of Seattle Seattle Sequim Stanwood Tukwila Tumwater Port of Shelton Port of Skagit County Port of South Whidbey Utilities: NE Lake WA Water & Sewer Puget Western Skyway Water & Sewer Northshore Utility District Samm. Plateau Water & Sewer Woodinville Water Dist. Puget Sound Energy Ern_ gi _ eers: Dames & Moore Gardener Consultants Kato & Warren Entranco Golder Associates Parsons Brinkerhoff ESM, Inc. Inca Engineers RH2 Engineers Liti ationt.Arbitration: Qualified as an expert witness in Federal and Superior Courts in the State of Washington. Cases include condemnation, partial takings, air rights, and specific performance. Betts Patterson & Mines Bogle & Gates Buck & Gordon Demco Law Firms Erickson & Barkshire Foster Pepper Shefelman Graham & Dunn Hillis Clark Martin & Peterson Darr Tuttle Campbell King County Prosecutor's Ofc. Ordal Kerruish & Kaseberg Perkins Coie Preston Gates & Ellis Port of Seattle Rodgers & Deutsch Seattle City Attorney's Office Short Cressman & Burgess State Attorney General's Ofc. Tousley Brain Williams Kaster & Gibbs Other: King Co. Library System Pierce County Public Works King Co. Office of Open Space Snohomish Co. Public Works State Certification Number - General: 27011-1100695 E iration.: (Revised 05/22/01) 05/16/03 Trust For Public Land I8r�ice C. Allen & Associates, Inc. QUALIFICATIONS CHAR.LENE K. HANSON Professional Education North Seattle Community College, course work included Commercial Appraisal, Real Estate Economics, and Real Estate Principles. Exam — AIREA, Real Estate Appraisal Principles, 1988 Course — AIREA, Basic Valuation Procedures, 1989 AI, Capitalization Theory & Techniques Part A, 1991 Al, Capitalization Theory & Techniques Part B, 1991 Al, Standards of Professional Practice, Part A, 1992 AI, Standards of Professional Practice, Part B, 1992 AI, Standards of Professional Practice, Part C, 1997 Various AI Seminars: Issues in Appraising Low -Income Rental Housing, Apartment Complex Valuation, Financing Commercial Real Estate, Appraising Troubled Properties, Persuasive Style in Narrative Appraisal Reports, Understanding Limited Reports & Appraisal Reporting Options, The High-tech Appraisal Office, Technology Expo, Technical Inspection of Real Estate, Condemnation Appraisal & Mock Trial, High -Density Lousing Dynamics, and Environmental Influences on Valuation, among others, 1992-1998. Al, Internet Search Strategies, January 1999 AI, Low Income Housing, January 2000 Al (On-line), Appraising from Blueprints and Specifications, February 2000 AI; Appraising for FNMA and CMBS Lenders, April 2000 Appraisal Experience 10/98-Present and 03/87 to 03/97: Bruce C. Allen & Associates, Inc., Associate Appraiser, Bellevue, Washington. Duties include research and valuation of commercial real estate; special emphasis on multifamily valuation, but also appraise a variety of properties including retail centers, offices, industrial buildings, and vacant land throughout King and Snohomish counties. 03/97 to 10/98: Continental Savings Bank, Commercial Appraiser, Seattle, Washington. One of three responsible for review of all commercial real estate appraisals with special emphasis on multifamily and small, income -producing properties. Also ordered appraisals, updates of approved appraiser lists, and in-house production. 05/81 to 03/87: American Appraisal Associates, Inc., Bellevue, Washington. Duties as office supervisor included typing, proofreading, and management of clerical staff and workflow in Northwest offices. Partial Client List Homestreet Bank King County Open Space Wells Fargo Bank Clay Enterprises Anchor Savings Bank Stevens Hogpital Edmonds School District Various lenders, owners, and individuals State Certification Number -- General: 27011-1100621 Expiration: 06/26/02 IBruce C. Allen & Associates, Inc. DEED OF RIGHT TO USE LAND FOR PUBLIC RECREATION PURPOSES The Grantor, City of Edmonds, for and in consideration of monies coming in whole or in part from the Outdoor Recreation Account of the General Fund of the State of Washington and in fulfillment of terms of the Project Agreement identified below, conveys and grants to the State of Washington individually and as the representative of all the people of the State, the right to use the real property described below forever for the outdoor recreation purposes. Those purposes are described in the Project Agreement entered into between the Grantor and the State of Washington through the Interagency Committee for Outdoor Recreation entitled Marina Beach Park Acquisition, Project Number 00- 1342A signed by the Grantor on the 9tn day of January, 2002, and by the Interagency Committee on the 21" day of December, 2001, and the application and supporting materials which are on file with the Grantor and the state in connection with the Project Agreement. The Grantor will not make or permit to be made any use of the real property described in this deed, or any part of it, which is inconsistent with the right to use for public outdoor recreation herein granted unless the state, through the Interagency Committee for Outdoor Recreation or its successors, consents to the inconsistent use, which consent shall be granted only upon conditions which will ensure that other outdoor recreation land of at least equal fair market value at the time of change of use and of as nearly as feasible equivalent usefulness and location for the public recreation purposes for which state assistance was originally granted will be substituted in the manner provided in RCW 79A.25.100 for marine recreation land, whether or not the real property covered by this deed is marine recreation land. RCW 79A.25.100 reads as follows: "Marine recreation land with respect to which money has been expended under RCW 43.99.080 (recodified as RCW 79A.25.080) shall not, without the approval of the committee, be converted to uses other than those for which such expenditure was originally approved. The committee shall only approve any such conversion upon conditions which will assure the substitution of other marine recreation land of at least equal fair market value at the time of conversion and of as nearly as feasible equivalent usefulness and location." The real property covered by this deed is described as follows: /-/v �oe5—TnibEF 30,17 CONFORMED COPY 200201,00228 Snohomish 01 / 1012002 ' DED PM County p.0004 RECORE❑ { W SS497952.DOC;1 /00006.900000/1 Marina Beach Park Legal Description: Parcel 1: That portion of government Lot 1, Section 26, Township 27 North, Range 3 East, Willamette Meridian in Snohomish County, Washington, described as follows: Commencing at the north quarter corner of said section; Thence north 88'34'34" west along the north boundary of said government Lot 1 a distance of 688.03 feet to the center line of Admiral Way; Thence south 42'34'34" west along said center line a distance of 54.17 feet; Thence south 47'25"26" east, 150.00 feet to the northwesterly right-of-way of the Burlington Northern Santa Fe Railroad: Thence south 42'34'34" west along said right-of-way a distance of 865.43 feet; Thence south 80'40' 17" west, 97.25 feet to the point of beginning; Thence continuing south 80'40' 17" west, 292.49 feet to the inner harbor line; Thence north 18'55'29" east along said inner harbor line a distance of 443.78 feet; Thence south 47'25'26" east, 358.49 feet; Thence south 42'34'34" west, 176.31 feet to the point of beginning; Containing 88,772 square feet or 2.04 acres. This deed shall in no way modify or extinguish the functions of the Grantor under the Project Agreement, including the Grantor's functions to operate and maintain the land as set out in the Project Agreement. Dated this day of 2)--eF4 9e 20z:2 / By: Title � 4Yo ATTEST: � ec, { WS S497952.DOC;1/0000G.900000/} STATE OF WASHINGTON SS COUNTY OF SNOHOMISH) THIS IS TO CERTIFY that on this 4th day of December, 2001, personally appeared before me, Gary Haakenson, and declared that he is the Mayor of the City of Edmonds, and that he executed the within and foregoing instrument on behalf of the City of Edmonds, for the uses and purposes therein mentioned. WITNESS my hand and official seal the day and year in this certificate first above written. __ ORA• 5. Cy ���` o NOTARY PUBL]G ►.._OF Notary Public in and for the State of Washington, residing in Edmonds, Snohomish County My commission expires 11/9/01 {WSS497952.DOC;1 /00006.900000/} WASHINGT— 1 STATE COUNTY AUDITORAZE )RDER'S iNDEXING FORM (Cover Sheet) Return Aft,. CLERK CITY OF EDMONDS 121 5TH AVENUE NO. IEDMONDS, WA 98020 Please print or type information Document Title(s) (or transactions contained therein): ,vn 1. 2)�E�JO � �/C�ff i %cam Use: J-,4�b media /LC-d P,e-c;�% - O'A 2. 3. !! (9af:p G 4. Reference Number(s) of Documents assigned or released: (on page —of document(s)) Grantor(s) (Last name first, then first name and initials) 1. i -7- Cam �� /�9 a /✓Q 2. 3. 4. 5. ❑ Additional names on page of document. Grantee(s) (Last name first, then first name and initials) 1. 57-1q '7-C 2 �r�iaarlf- 3. 4_ 5. ❑ Additional names on page of document. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) 0-Additional legal is on page of document. Assessor's Property Tax Parcel/Account Number /-ry0 ❑ Additional legal is on page of document. The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to verify the accuracy or com leteness of the indexing information provided herein. Chase, Sandy From: W. Scott Snyder [ssnyder@omwlaw.com] Sent: Tuesday, December 04, 2001 11:09 AM To: 'Ohlde, Arvilla'; Chase, Sandy Cc: City of Edmonds (Gary Haakenson); William F. Joyce; Teena J. Williams; Cruz, Cindi; Clifton, Stephen; Hetzler, Peggy Subject: RE: Deed of Right I suggest that the Mayor go ahead and sign and date the deed. The boxes can be filled in later and initialed and dated at that time. That would leave a paper trail of the city's actions and early approval. -----Original Message - From: Ohlde, Arvilla [mailto:Ohlde@ci.edmonds.wa.us] Sent: Tuesday, December 04, 2001 10:47 AM To: Chase, Sandy Cc: City of Edmonds (Gary Haakenson); W. Scott Snyder; William F. Joyce; Teena J. Williams; Cruz, Cindi; Clifton, Stephen; Hetzler, Peggy Subject: RE: Deed of Right On the first page the date that is added is the date of the signed project agreement with the IAC. I was in the process of completing the IAC project agreement when the governor suspended the projects. My IAC project manager then could not complete the agreement. I called today and asked staff at IAC about the situation. They are also held to the date which validates the Deed of Right. My original goal was to file the deed of right with the closing/ December 20th. This now can not be done so the deed of right will have to be filed after closing when the suspension is lifted and the project agreement is signed. So keep this document pending and I'll pray the legislature lifts the suspension as soon as they are in session. We'll then file the document later. > -----Original Message----- • From: Chase, Sandy > Sent: Tuesday„ December 04, 2001 9:21 AM > To: Ohlde, Arvilla > Subject: Deed of Right > Arvilla, > The City Council approved the "Deed of Right" on the Marina Beach Park > acquisition on Nov. 27. Does this need to be signed by the Mayor? It has > some blanks on the first page...... > Please let me know what you need me to do for this deed. > Thanks, > Sandy 1 Item #: -� EDMONDS CITY COUNCIL Agenda Memo Originator: Parks & Recreation Department For Action: X For Information: Subject: APPROVAL OF "DEED -OF -RIGHT" ON MARINA BEACH PARK ACQUISITION Agenda Time: Agenda Date: Exhibits Attached: Elements: #1: Deed -of -Right Consent November 27, 2001 Clearances: Department/Initials Admin. Svcs/Finance City Attorney City Clerk Court Personnel Fire Police Reviewed by Council Committee: Community Svcs Engineering Parks & Rec. Znko�c/ Planning Public Works Treatment Plant City Coun " Mayor Finance Community Services Public Safety __ Approved for Consent Agenda: Recommend Review by Full Council: Expenditure 0 Amount Appropriation Required: Budgeted; Required: Funding Source: Previous Council Action: 4/3/2001 City Council Authorization for Mayor to sign Purchase and Sale Agreement with UNOCAL for Marina Beach Acquisition. Narrative: In fulfillment of the terms of the Marina Beach Park acquisition and in consideration of monies coming in part from the Outdoor Recreation Account of the General Fund of the State of Washington, the City of Edmonds agrees to establish the deed of right to use the Marina Beach Park (parcel 1) for public recreation purposes. The property described in the deed and under RCW. 43.99.080 (recodified as RCW 79A.25.080) shall not be converted to uses other than marine recreation land. The Deed -of-Right will be filed with the Quick Claim Deed, Statutory Deed, and the restriction for Conveyance of Open space for Conservation Futures. Recommended Action: APPROVE THE DEED -OF -RIGHT FOR MARINA BEACH PARK Council Action: 1/000006'90000/1`•OOQ'ZS6L6bSSA1} :I loorud uotldtrosaQ IuBa7 3I1ed gouag uutzuW smolloj sle paquosap st poop stgl Xq paranoo Xpodord Iuai aqs, «•uotluool PulessaulnJasn Iualunmba algtsuaj sle XIzuau sle Jo Put' uotszanuoo jo ouutl aql lle onllen la�lzuuu ztT Ilenba Isuol lu jo pule, uotluazoar autruuu raglo Jo uotlnitlsgns agl aznssu Iltm gotgm suotltpuoo uodn uoiszanuoo qons puu anozdde iCluo llugs aalltuz mo QtU •panozdde XIleut2izo sum aznlipuodxa Bons gotgm zOj osogl uegl zaglo sash of palranuoa oq `aallimmoo oql jo IeAozdde agl lnoglim `lou Il"egs (O8O'SZ-d6G MD -a su paiJtpooas} 080'66'£tb Mo-i zaPun papuadxa uaaq suq Xauouu goigm of loodsar gum puul uotluazoar ouiruW„ :smOIIOJ su splear 00I'9Z-V6L ANON 'PuleI uotluaroaz ouirleui si poop stgl Xq paranoo XIradoid Iuaz oql lou -io raglagm `puu, um uofoar ouiruuu roj OOI•5Z*V6L MOW ut Paptnazd zauusuz agl ut palnitlsgns ag Iltm paluez2 AlluuLStzo sum aauulsissu alleis gotgm ioj sasodznd uoilearoar oilgnd atp io; uotleaal pule ssoulnjasn lualuninbo alglseaj su XImou se jo pup asn jo o2uugo jo owil aql lu anlun laalzuuu ztuj Iunba lsleal It Jo pule, uotluaroaz zoopino zagio lug, aznsua Illm goigm suotltpuoo uodn Xluo poluurB aq Ilugs luosuoo gorgm °asn luolstsuoom aql of sluasuoo `srossaoons slt ro uatltea-moNd zoopino ioj aalltuzuioo xoua,5ezalui oql gdnozgl oluls oql ssolun paluer 3 utazaq uoiluazoaz zoopino ailgnd ioj asn of Iq�?iz aql glim lualsisuooui si gotgm `lt jo ,zed 4i m zo `poop stgl ut paquosap Xpodozd Ieaz oql jo asn Xuu opuui oq of ltuuad io o)MLu lou Iltm roluur0 aql luoulooffV loaford oql gltm uotloauuoo ut oluls agl Pup zoluuzo agl TIM 0I9 uo azu rlotgm slutraluuu 2utlzoddns pup uotlumIddu oql pup -'Jo riup oql uo aalltuuuuoD XouaguralLq aql Xq pup jo xup oql uo zoluuz0 agl Xq pou.�?is Zt£ i -OO raguunN loofozd `uotltsmboV 3Izud gouag euizr W pollquo uoiluazoa21 roopino roj aalltuuuuOD Xou02uzalui oql g-2norgl uollgurgsuM Jo alulS aql pup roluez0 oql uaamlag olui paralua luauuaaz2V loaford oql ut paquosap are sosodrnd osogj 'sosodrnd uoiluaroar roopino aql roi zanaroj molag paquosap Xlradoid lea-i oql asn of ltlsiz aql `alulS oql jo oldood oql IIu Jo antluluosardar agl su Pole XIlunptntput u012utgsurn Jo alulS aql of sluuB puu sXanuoo `molag pagtluopt luauuaaz2v loaford aql jo suural jo luauillg[nj ut pup uol'3utgseM jo alulS ;Dq; jo Puna Iezauoo oql jo lun000V uotluaroa,a zoopino agl uuozj 'pud ut io ologm ui supoo saiuota jo uotlezaptsuoo ui pug zoi `spaouupg jo (I!o `zoluvo Orn SaSOdH(ld KollvaHaau aI'Igfld HOA aKV I aSfl OZ lHOIH 30 Q2[aQ That portion of government Lot 1, Section 26, Township 27 North, Range 3 East, Willamette Meridian in Snohomish County, Washington, described as follows: Commencing at the north quarter corner of said section; Thence north 88'34'34" west along the north boundary of said government Lot 1 a distance of 688.03 feet to the center line of Admiral Way; Thence south 42'34'34" west along said center line a distance of 54.17 feet; Thence south 47'25"26" east, 150.00 feet to the northwesterly right-of-way of the Burlington Northern Santa Fe Railroad: Thence south 42'34'34" west along said right-of-way a distance of 865.43 feet; Thence south 80'40' 17" west, 97.25 feet to the point of beginning; Thence continuing south 80'40' 17" west, 292.49 feet to the inner harbor line; Thence north 18'55'29" east along said inner harbor line a distance of 443.78 feet; Thence south 47'25'26" east, 358.49 feet; Thence south 42'34'34" west, 176.31 feet to the point of beginning; Containing 88,772 square feet or 2.04 acres. This deed shall in no way modify or extinguish the functions of the Grantor under the Project Agreement, including the Grantor's functions to operate and maintain the land as set out in the Project Agreement. Dated this _ day of . 20 M. Title {WSS497952.DOC;1/00006.900000/1 {/000006'90000/ I `•DOQ'ZS6L6bSSM} saztdxa uoissimmoo XW flunoo ui 2utpTsoj `uol2utgs-ern jo ojujS aql zoj pue uT oTlgndX-mIoN •uOPPM anogV JSJU OlUOIJIVao STgl uT .zna,� puL, Xvp oql Inas IvIoUjo puL, pu7aq Xw SSgN Ak PPSJO I'Llas aql sT poxgye leas aql llegl pun luauziulsuT plies a nooxa oI ponioiqlne azam ia ql lugl palls qllL,o uo puE -- p17as jo poop put' IOU XJ734unlon put aO.g oql sn aurt's aql pOPOs puL, pou2Ts Xagl legl ow of po2painnouxoU put, paap guTo.2azoj oql polnoaxo Ingl oql jo oql ag of umo" sT InnplAIPUl Slq.L •auz of pamoddu XIluuosaad `woms puL, pouoissiunuoo 'iInp `uol2uTgsEAk Jo OWLS aql .10i pule ui oilgnd XzuloN pou.2isaapun oql out azo�ag `—OZ ` �o �np sTgl uo l�ql A3IL2I�0 OZ SI SIM l 30 A.LNf100 SS NO,LJNIHSVAk ,40 H.L`dLS .LSH,L,L`d Chase, Sandy From: Gloria J. Zak [gzak@omwlaw.com] Sent: Thursday, December 13, 2001 2:58 PM To: 'Chase, Sandy' Subject: RE: Notary..... Sandy -- I left you this blithering message that is worse -than the language in the document. It should read: On this day day of , 2001, personally appeared before me, Gary Haakenson, and declared that he is the Mayor of the City of Edmonds, and that he executed the within and foregoing instrument on behalf of the City of Edmonds, for the uses and purposes therein mentioned. -----Original Message ----- From: Chase, Sandy [mailto:Chase@ci.edmonds.wa.us] Sent: Thursday, December 13, 2001 2:43 PM To: Gloria J. Zak Subject: Notary..... Hi Gloria, I was trying to notarize the Mayor's signature on the attached Deed of Right (which was prepared by Ogden Murphy Wallace I believe). The page with the notarization reads really funny ..... it's very awkward, and I wondered if it should be changed? Would you take a look at it and see if you think it should be changed? Thanks much, Sandy in Edmonds <<Deed of Right for Marina Beach.doc>> 1 WWRP Project Agreement Outdoor Recreation Account Project Sponsor: Edmonds Parks & Rec Dept Project Number: 00-1342A Project Title: Marina Beach Acquisition Approval Date: 12/17/2001 A. PARTIES OF THE AGREEMENT This Project Grant Agreement (Agreement) is entered into between the Interagency Committee for Outdoor Recreation (IAC), P.O. Box 40917, Olympia, Washington 98504-0917 and Edmonds Parks & Rec Dept, 700 Main St, Edmonds, WA 98020 (Sponsor) and shall be binding upon the agents and all persons acting by or through the parties. B. PURPOSE OF AGREEMENT This Agreement sets out the terms and conditions by which a grant is made from the Outdoor Recreation Account of the State of Washington's General Fund. The grant is administered by the IAC to the Sponsor for the project named above. C. DESCRIPTION OF PROJECT The subject Project is described on the attached Project Summary. D. TERM OF AGREEMENT The Project Sponsor's on -going obligation for the above project is perpetual unless otherwise identified in this Agreement. E. PERIOD OF PERFORMANCE The Project reimbursement period shall begin on December 19, 2001 and end on April 1, 2002. No expenditure made before or after this period is eligible for reimbursement unless incorporated by written amendment into this Agreement. F. PROJECT FUNDING The total grant award provided by the IAC for this project shalt not exceed $900,000.00. The IAC shall not pay any amount beyond that approved for funding of the project. The Sponsor shall be responsible for all total project costs that exceed this amount. The contribution by the Sponsor toward work on this project at a minimum shall be as indicated below: IAC - WWRP - Water Access Project Sponsor Total Project Cost G. RIGHTS AND OBLIGATIONS Percentage Dollar Amount 50.00% $900,000.00 50.00% $900,000.00 100.00% $1,800,000.00 All rights and obligations of the parties to this Agreement are subject to this Agreement and its attachments, including the Sponsor's Application, Project Summary, Eligible Reimbursement Activities Report, Project Milestones, Legal Description, and the General Provisions, all of which are attached hereto and incorporated herein. Except as provided herein, no alteration of any of the terms or conditions of this Agreement will be effective unless provided in writing. All such alterations, except those concerning the period of performance, must be signed by both parties. Period of performance extensions need only be signed by IAC's Director. The Sponsor has read, fully understands and agrees to be bound by all terms and conditions as set forth in these documents. 1cadV Alei°- /--8-16 /a-i9-1)/ -/b 4 /-,0a WWRP Project Agreement Chapter 79A.15 RCW, Chapter 286 WAC PROJAGR1.RPT Outdoor Recreation Account Page 1 of 2 H. COMPLIANCE WITH APPLICAB' STATUTES, RULES. AND /AC POLICIES This Agreement is governed by, anu the Sponsor shall comply with, all applicable sta,e and federal laws and regulations, including Chapter 79A.15 RCW, Chapter 286 WAC and published agency policies, which are incorporated herein by this reference as if fully set forth. I. ADDITIONAL PROVISIONS OR MODIFICATIONS OF THE GENERAL PROVISIONS (none) J. FEDERAL FUND INFORMATION (none) K. PROJECT GRANT AGREEMENT REPRESENTATIVE All written communications sent to the Sponsor under this Agreement will be addressed and delivered to: Project Contact IAC Name: Arvilla Ohlde Interagency Committee for Outdoor Recreation Title: Manager Natural Resources Building Address: 700 Main St PO Box 40917 Edmonds, WA 98020 Olympia, Washington 98504-0917 www.wa.gov/iac These addresses shall be effective until receipt by one party from the other of a written notice of any change. L. ENTIRE AGREEMENT This agreement, along with all attachments, constitutes the entire agreement of the parties. No other understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties. M. EFFECTIVE DATE This agreement, for project #00-1342A, shall be effective upon signing by all parties. STATE OF WASHINGTON INTERAGENCY COMMITTEE FOR OUTDOOR RECREATION BY: ,t: O'sC1-T�� DATE: Laura Eckert Johnson, Director PROJECT SPONSOR BY: DATE: ZOOS TITLE: y% o'► Pre -approved as to form: BY: /S/ Assistant Attorney General Outdoor Recreation Account Chapter 79A.15 RCW, Chapter 286 WAC Page 2 of 2 PROJAGR2.RPT L+'an�irr�far Washingtt,.i Wildlife and Recreation Pro;,.,am OUTDOOR Water Access Category RECRERTION Post -Evaluation Project Summary TITLE: Marina Beach Acquisition NUMBER: 00-1342A STATUS: Board Funded SPONSOR: Edmonds Parks & Rec Dept EVALUATION SCORE: 52.8571 BOARD RANKING: 1 of 17 COSTS: SPONSOR MATCH: WWRP - Water Access $900,000.00 50% Appropriation \ Cash Local $900,000.00 50% Donated Land Total $1, 800, 000.00 100% (Acquisition) DESCRIPTION: The City of Edmonds Marina Beach Park acquisition is a two acre regional saltwater access with 500' of waterfront on the Puget Sound. The owner is UNOCAL and they are selling all of their land holdings in Edmonds. Either this parcel is bought now or sold for development. The large open area is south of the Port of Edmonds. It provides passive regional recreational use for water access, car -top boaters, swimming, marine life / environmental programs, scuba diving, picnicking, playground and other shore related activities. The property is the the last large openspace waterfront parcel in Edmonds. It is the southern link of the waterfront public parks and walkway along the entire Edmonds shoreline. LOCATION INFORMATION: Just south of the Port of Edmonds Marina on Puget Sound. COUNTY: Snohomish SCOPE (ELEMENTS): Administrative costs ANTICIPATED ACREAGE: ACREAGE TYPE Uplands WATERFRONT TYPE Salt FISCAL YEAR Allowable land costs Acres To Be Acquired 2.00 Waterfront To Be Acquired 500.00 Incidentals Acres To Be Developed Waterfront To Be Developed Acres To Be Renovated Waterfront To Be Renovated 2002 DATE PRINTED: December 17, 2001 1PAPSUMI.RPT Marina Beach Acquisition FA_i�" fur OUTDOOR Eligible Reimbursement Activities Report RECRERTION Project Sponsor: Edmonds Parks & Rec Dept Project Number: 00-1342 A Project Title: Marina Beach Acquisition IAC Approval: 7/18/2001 Acquisition Items: Items -Elements Unit ©uanti Description Appraisal and review Administrative costs Title reports/insurance Closing Signing Land Recording fees ELIGREIM.RPT December 17, 2001 Page: �lt1t[dg[r7C� �17777117f[[!AI OUTDOOR RECREATION Project Number: Project Name: Sponsor: IAC Project Manager: Milestone Report By Project 00-1342 A Marina Beach Acquisition Edmonds Parks & Rec Dept Scott Chapman x Milestone Target Date Comments/Description Start 12/19/2001 Order Appraisal/Review 12/19/2001 Complete i Purchase Agreement Signed 12/19/2001 Complete Environmental Assess Complete 12/19/2001 Complete Survey Complete 12/19/2001 Complete Acquisition Closing 12/20/2001 Recorded Documents to IAC 03/01/2002 Project Complete 04/01/2002 Final Docs & Billing to IAC 07/01/2002 X = Milestone Complete ! = Critical Milestone 1 MILESTO.RPT December 17, 2001 Page: � Inrrrrr�rnry C,�arniirrrtrr �r RECRERTION Project Sponsor: Project Title: Legal Description PARCEL 1: Edmonds Parks & Rec Dept Marina Beach Acquisition Legal Description Project Number: 00-1342 A IAC Approval: 07/18/2001 THAT PORTION OF GOVERNMENT LOT 1, SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, WILLAMETTE MERIDIAN IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION; THENCE NORTH 88°55'41" WEST ALONG THE NORTH BOUNDARY OF SAID GOVERNMENT LOT 1 A DISTANCE OF 688.03 FEET TO THE CENTER LINE OF ADMIRAL WAY; THENCE SOUTH 42°34'34" WEST ALONG SAID CENTER LINE A DISTANCE OF 54.17 FEET; THENCE SOUTH 47°25'26" EAST, 150.00 FEET TO THE NORTHWESTERLY RIGHT-OF-WAY OF THE BURLINGTON NORTHERN SANTA FE RAILROAD; THENCE SOUTH 42°34'34" WEST ALONG SAID RIGHT-OF-WAY A DISTANCE OF 865.43 FEET; THENCE SOUTH 80°40'17" WEST, 97.25 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 80°40'17" WEST, 292.49 FEET TO THE INNER HARBOR LINE; THENCE NORTH 18055'29" EAST ALONG SAID INNER HABOR LINE A DISTANCE OF 443.78 FEET; THENCE SOUTH 47°25'26" EAST, 358.49 FEET; THENCE SOUTH 42*34-34" WEST, 176.31 FEET TO THE POINT OF BEGINNING; CONTAINING 88,772 SQUARE FEET OR 2.04 ACRES LEGALDSC.RPT December 17, 2001 Page 1 WHEN-.RFCORDED RETURN TO ...-NANTt Sti te of Wastungton -16W -of �Natural Resources boug, Stft�crland, Comnussioner of Public Lands I�IV-.STKff,�IP Oympia, WA 99504 . . ... ......... limuranc Chicago I111!1111IIIII111111$1III111111fiIIIIIIIIIIIIIIIIIIIIII AX111- 200112200731 12/20/2001 05:01 PM Snohomish P-0008 RECORDED County CompaW on 98201 CtUCAGO DOCUMENT TITLEW A cc omocl a4la, cyst I Notice Of And Consent TO�iinT�.��,Ok.,Lease 2 4 REFERENCE NUMBER(s) OF DQCMENT9 ASSIGNED OR RELEASED*. N/A El Additional numbers on page d6aiment GRANTOR(s): 1 Union Chi Company of Califomia, dba UNQCA1�,.---"' 2 Dept of Natural Resources Eladditional names on page of documen t - - GRANTEEW: .......... I City of Edmonds 2 3 E3aidditioni%lnames 0Apage __ of document LEGAL DESCRIPTION N/A Lot -Unit. Block Volume Section Township Range Plat Name ©additional legal description is on page ordocument ASSESSOR'S PROPERTY TAX PARCEL ACCOUNT NUNMER(s): N/A...' Eladditional legal description is on page of document The Recorder wM rely on the information provided on the form. The staff will not read the document to accuracy or completeness of the indexing information provided herein f • STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES DOUG SUTHERLAND, Commissioner of Public Lands Olympia, Washington 98504 NOTTM-OVAND CONSENT TO ASSIGNMENT OF LEASE TABLE OF CONTENTS SECTION PAGE BACKGROUND:.....,*. i.....•....................................................................1 1 NOTICE OPIA.S&IONME i"T.......................................................................1 2. ACCEPTANCE -�kND-IN EMT47ICATION................................. .................1 3. NO RELEASE ..... r.�:.....f:.............. ........ .............. ... ...........2 4. MODIFICATION OF LASE AT T ME OF ASSIGNMENT .............. ..............2 5 WARRANTIES ......................... .. .•................................... .... ............. 2 6 NOTICE .................. . 4.4....... =, ...:::... ,,, :.....•.................................................2 CONSENT TO ASSIGNMENT BY STATE• r 22-002684 AsSjj riwu pi Lease 200112200731 STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES k.. DOUG SUTHERLAND Commissioner of Public Lands Olympia, Washington 98504 N0T1qE OF AND CONSENT TO ASSIGNMENT OF LEASE NOTICE or -AND CONSENT TO ASSIGNMENT AGREEMENT NO. 22-002684 THIS AGR.EEMET �9'rri�de by and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL, a--61iforriia.Corporation, whose address is 11720 Unoco Road, Bldg C, PO Box 204A, Edmandsp WA' }8(i20 ("Assignor") mid CITY OF EDMONDS, a government entity, whose address is '121' 5th Ave N , Edmonds, WA 98020 ("Assignee") F BACKGROUND A. Lease No=. 22.00268'4 entered into on the 5th day of July, 1987 (the "Comrttenceinet.. Date"), by:and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL as Lessee and the STAGE OF .W ASHINGTON, acting through the Department of Natural Resources, as landiord'(:�'State"),..,"-. B Assignor desires 't�y a5s-ign apcl Assignee desires to assume the rights, duties, and liabilities of Lessee under the Lease. Assignor acknowledges the receipt and adequacy of consideration given by Assignee for'#his assignrrcerit The ."Lease prohibits an assignment without State's consent State is willing to give its consent lased uppn the assurances and agreements made in this Agreement THEREFORE, the parties agree as follows .; SECTION 1 NOTICEDE•:A,SSIGN' MENT Assignor gives notice of its intent to assign all of its nghtg*,"httle, and'interest as Lessee tinder the Lease to Assignee effective the 20th day of December, 2001 (tie 'effective Date"}, for the balance of the lease term as provided in the Lease SECTION 2 ACCEPTANCE AND INDENMF.I4C-4T-I0N Assignee gives notice of its intent to assume the obligations as Lessee under -the Lease, and agrees to faithfully perform and discharge those obligations accordAng to'the,tc�i ,s,af the Lease 22-002684 ssignxirent,of !..ease t . 20011220073 r SECTION 3 NO RELEASE ..Sfite.ig not releasing Assignor from fully performing the provisions of the Lease. Assignor i�m'jiihs-lszble to State to the same extent as if no assignment had been made. SECTIPN .4 MODIFICATION OF LEASE AT TIME OF ASSIGNMENT AsAgn6ragrees tfi'��giate and Assignee may change, modify, or amend the Lease in any way, " inclug reftfto-'be'pai'd. The assignment and any modification or amendment to the Lease shall 0'war cQntempor . P - n , O,-u - sly. Assignee acknowledges receipt of a copy of the Lease and any previous or'6onteinp.'Orah6ou5'amendments. Further assignments may be made, without notice to or corisent`Gf'Assig nor,,4hd without in any manner releasing or relieving Assignor from liability under the Leas6. Assignor -shell remain liable under all the terms, covenants, and conditions of the Lease as oftg*iy executed to the end of the term of the Lease. SAC I'YON 5 WARRANTIES Assignor represents and, "warrants to State and to Assignee that (i) the Lease is in full force and effect, (u) Assignor is n6t1Pi,&6Q-6:- Vreach of the Lease; (iii) Assignor has no knowledge of any claims, offsets, or defenises-dfariy lt;ssee..uiiaer the Lease; (iv) rents due subsequent to this assignment have not been paadjn- adyan,ce-by p.y lessee; and, (v) to the best of Assignor's knowledge, the property is in full,cbrnlianee with all applicable federal, state, and local governmental permits, rules, ordift.inces-,"and laws Assignor shall defend, indemnify and hold State harmless from any breach of the fbregoing.,wii-r lies and from any claims or causes of action, known or unknown, of Assignor that.hdve qr. may ainse from circumstances that precede this assignment. SECTION 6 1+,T0ME Assignor instructs State to send all future notices.to Assigftee;.: Assignee has the obligation to keep Assignor informed about the activities on the prop6rty.1nd Assignee's performance of its obligations under the Lease. Assignee shall send toAss4-grmr copies. of any notices it receives or sends to State Assignor has the obligation to remain inf6rmed'Bf Assignee's activities on the property, Assignee's performance of its obligations under the Lease, and Assignee's financial condition. State has no obligation to provide Assignor an lnf�rrnation concerning the Lease or Assignee and Assignor shall not rely on State to THIS AGREEMENT requires the signature of all parties and is executed as,pftie datejpf the last 22-002684 2 200119200731 below. ASSIGNEE. =-QNOIL COMPANY OF CITY OF EDMONDS, CALIF&jiuA, D13A UNOCAL, A government entity Cihform'4 Co ration By- By: A=a22t� .AR)CAAkIMNSON '.P C. IG Its Managg; West6jm. Region/Real Estate Its: Mayor of Edmonds and Remechitioh S-4' Dated: Dated: J",r sr Z9.boo l .-IPONSP7 TQ ASSIGNMENT BY S'ATE Inconsideration of the fore i to the Assignment of the Lease to Assignee.I However, State expressly conAtjofts•-this content on the understanding that neither State's consent nor its collection of red from .Asiignee shall be a waiver of the covenant against future assignments or subletting. Furtheirn6re, State's 4066ptat-tqe of Assignee as Lessee shall not be construed as releasing Assignor from full perfbimavzq oftieprovisions of the Lease. Except as set forth in this Agreement, no provision.cd1his..c6useAt alters or modifies any of the terms and conditions of the Lease, including the require q,uire tht #k6 written consent of the State be obtained before any further assignment of Lea!e.or'iubletting of the property occurs ........... STA-TE-gy..WASIENGTON Dated. za - 20 z> / By Approval as to form this 1st day of June, 1998 Michael S Grossmann, Assistant Attorney General 22-002684 Title. Address TURAL RESOURCES WXtIW. WALLACE .. Nqrtfiwest-1kegiqn Manager 90 Nciovviishv' Street 5edr.q4, WA,98284 20011220073 ...... ...... STA TE OF WASENGTON ss .-COLTNTYOF -.41COfy that I know or have satisfactory actoevidence that WILLIAM J. WALLACE is the person who ippejored before me, and is the Northwest Region Manager of the STATE OF WAS�dTON D.EP'ARTMENT OF NATURAL RESOURCES. I further certify that said peison-j�kti wle44ihq foregoing to be the free and voluntary act of the STATE OF WAw&(5-T64-vEPAR'TNMNT OF NATURAL RESOURCES for the uses and purposes Mentibndd inL-thinsu��-, and on oath stated that he is duly authorized to execute and acknowledge Ba rd aiditts DATED: ....... (Type/print Name) Notary Public in and for the State of Washington residing at N- .• My Commission Expires. 41 TE OF SHNGTON ss I certify tha know or have sati s t. who appeared before rn , d is the M Services of Union Oil Comp Of Cal o oin said person acknowledged the ' :� for the uses and purposes mentioned ge authorized to execute and acknowledge SEAL 22-002684 :sfactd�y e�vi6nce:that PHILIP C STERN is the person onager, Westerri,'j?,epon/Real Estate and Remediation jfbr�iu;.dtYii-JN6CAL ("Assignor"). I further certify that g instrument free and voluntary act of the Tenant e mstrme6t,a and o ! n oath state that he is duly s Notary Public in apd1or:ffie We�( �fWashington residing at: My Commission Ex 4 200112200731 Lease •• STATE OF CALIFORNIA) SS COUNTY OF ORANGE ) f ON•''NOVEMBER 29 2001 BEFORE ME, HEIDI A WOLLNER NOTARY PUBLIC , Pl .F3SONAI,k..-APFtAkFD PHILIP C STERN , PERSONALLY KNOWN TO ME TO BE THE PERSON WHOSElQE IS $=!� RIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE E]CEUEQ THE SAIL }bFhiFS.AUTHOREZEQ CAPACITY, AND THAT BY HIS SIGNATURE ON THE INSTRUMENT THE; FiRSPN,- 6R'yHE ENTITY..UPON BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE INSTRUMENT VVITNE$S _my f aric-ind.official seal HEDI A. WOtLMS Conynbston # 126M Oita couror MyComnB0WM W1 =4 NOTARY'S SIGNATURE;'^ ; ATTENTION NOTARY fraudulent attachment t rmatlon requested below is OPTIONAL, it could prevent unauthorized document DESCRIPTION OF ATTAG14E6 b.00UIypEK TITLE OR TYPE OF DOCUMENT .Mat�in ton Department of Natural Resources Notice of and Consent to Asss nrrre t•bf Lease rGr MUHF;d G6aGIl r1 a CI l - LJ1 HL +r - -- -- -- NUMBER OF PAGES 3 nacres (excludeb Table of Cnnten#s and Notary a es DATE OF DOCUMENT Date To Be Detennlned 'k •Last S natar unknown at this time CAPACITY OF SIGNER Attorney -in -Fact SIGNER REPRESENTS Union Oil Company -of Caiifor�a-'' b Llnocaf a California cos oration SIGNERS) OTHER THAN NAMED ABOVE Gary Haakensiyn, M;iyar=of Edmonds OF WASRINGTGN } ss ,C6CTTY QF } I eertify that I know or have satisfactory evidence that GARY HAAKENSGN is the person who appeared -before me, and is the Mayor of Edmonds ("Assignee"). I further certify that said pers6ii ackt'iAledged, the foregoing instrument to be the free and voluntary act of the Teiint fox the used;aid p _poses mentioned in the instrument, and on oath state that he is duly authozized to'exe :"' ie and acknowledge said instrument SEAS;:- DATED: cvG s r .25 ,.2m I w N[]TAFj'V 9 : to +� (TypdPrint Name) v-- Notary Public m and for the State of Washington iPUg�'1G residing at: 4T-OM& AS fit �y;•. r l , s u ;: " ' ` My Commission Expires Y 9-oi .k 22-002684 As�$i�znent.of east Z001121200731 ti. STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES DOUG SUTHERLAND, Commissioner of Public Lands Olympia, Washington 98504 NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE TABLE OF CONTENTS SECTION PAGE BACKGROUND.............................................................................................................................1 1. NOTICE OF ASSIGNMENT............................................................................................._ 1 2. ACCEPTANCE AND INDEMNIFICATION- ........................................... -- .................... 1 3. NO RELEASE.....................................................................................................................2 4. MODIFICATION OF LEASE AT TIME OF ASSIGNMENT...........................................2 5. WARRANTIES...................................................................................................................2 6. NOTICE............ CONSENT TO ASSIGNMENT BY STATE..................................................................................3 22-002684 Assignment of Lease i i2-zo-o/ -TNDE� OZ 9 82 AGO /- 8 -/6 STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES JENNIFER M. BELCHER Commissioner of Public Lands Olympia, Washington 98504 NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE NOTICE OF AND CONSENT TO ASSIGNMENT AGREEMENT NO. 22-002684 THIS AGREEMENT is made by and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL, a California Corporation, whose address is 11720 Unoco Road, Bldg C, PO Box 2004; Edmonds, WA 98020 ("Assignor") and CITY OF EDMONDS, a government entity, whose address is 121 5th Ave N., Edmonds, WA 98020 ("Assignee"). BACKGROUND A. Lease No. 22-002684 entered into on the 5th day of July, 1987 (the "Commencement Date"), by and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL as Lessee and the STATE OF WASHINGTON, acting through the Department of Natural Resources, as landlord ("State"). B. Assignor desires to assign and Assignee desires to assume the rights, duties, and liabilities of Lessee under the Lease. Assignor aclaiowledges the receipt and adequacy of consideration given by Assignee for this assignment. The Lease prohibits an assignment without State's consent. State is willing to give its consent based upon the assurances and agreements made in this Agreement. THEREFORE, the parties agree as follows: SECTION 1 NOTICE OF ASSIGNMENT Assignor gives notice of its intent to assign all of its rights, title, and interest as Lessee under the Lease to Assignee effective the 20th day of December, 2001 (the "Effective Date"), for the balance of the lease term as provided in the Lease. SECTION 2 ACCEPTANCE AND INDEMNIFICATION Assignee gives notice of its intent to assume the obligations as Lessee under the Lease, and agrees to faithfully perform and discharge those obligations according to the terms of the Lease. 22-002684 Assignment of Lease SECTION 3 NO RELEASE State is not releasing Assignor from fully performing the provisions of the Lease. Assignor remains liable to State to the same extent as if no assignment had been made. SECTION 4 MODIFICATION OF LEASE AT TIME OF ASSIGNMENT Assignor agrees that State and Assignee may change, modify, or amend the Lease in any way, including the rent to be paid. The assignment and any modification or amendment to the Lease shall occur contemporaneously. Assignee acknowledges receipt of a copy of the Lease and any previous or contemporaneous amendments. Further assignments may be made, without notice to or consent of Assignor, and without in any manner releasing or relieving Assignor from liability under the Lease. Assignor shall remain liable under all the terms, covenants, and conditions of the Lease as originally executed to the end of the term of the Lease. SECTION 5 WARRANTIES Assignor represents and warrants to State and to Assignee that (i) the Lease is in full force and effect; (ii) Assignor is not in default or breach of the Lease; (iii) Assignor has no knowledge of any claims, offsets, or defenses of any lessee under the Lease; (iv) rents due subsequent to this assignment have not been paid in advance by any lessee; and, (v) to the best of Assignor's knowledge, the property is in full compliance with all applicable federal, state, and local governmental permits, rules, ordinances, and laws. Assignor shall defend, indemnify and hold State harmless from any breach of the foregoing warranties and from any claims or causes of action, known or unknown, of Assignor that have or may arise from circumstances that precede this assignment. SECTION 6 NOTICE Assignor instructs State to send all future notices to Assignee. Assignee has the obligation to keep Assignor informed about the activities on the property and Assignee's performance of its obligations under the Lease. Assignee shall send to Assignor copies of any notices it receives or sends to State. Assignor has the obligation to remain informed of Assignee's activities on the property, Assignee's performance of its obligations under the Lease, and Assignee's financial condition. State has no obligation to provide Assignor any notice or information concerning the Lease or Assignee and Assignor shall not rely on State to inform Assignor. THIS AGREEMENT requires the signature of all parties and is executed as of the date of the last 22-002684 Assignment of Lease signature below. ASSIGNOR: UNION OIL COMPANY OF CALIFORNIA, DBA UNOCAL, A California Corporation PHILIP C. STERN Its: Manager, Western Region/Real Estate and Remediation Services Dated: ASSIGNEE: CITY -OF EDMONDS, A government entity 1 Its: Mayor of Edmonds Dated: 4agxsr -Zt moo/ CONSENT TO ASSIGNMENT BY STATE In consideration of the foregoing, State consents to the Assignment of the Lease to Assignee. However, State expressly conditions this consent on the understanding that neither State's consent nor its collection of rent from Assignee shall be a waiver of the covenant against future assignments or subletting. Furthermore, State's acceptance of Assignee as Lessee shall not be construed as releasing Assignor from full performance of the provisions of the Lease. Except as set forth in this Agreement, no provision of this consent alters or modifies any of the terms and conditions of the Lease, including the requirement that the written consent of the State be obtained before any further assignment of the Lease or subletting of the property occurs. Dated: Approval as to form this 1 st day of June, 1998 Michael S. Grossmann, Assistant Attorney General STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES 20_ By: WILLIAM J. WALLACE Title: Northwest Region Manager Address: 919 N. Township Street Sedro-Woolley, WA 98284 22-002684 Assignment of Lease STATE OF WASHINGTON) ss. COUNTY OF I certify that I know or have satisfactory evidence that WILLIAM J. WALLACE is the person who appeared before me, and is the Northwest Region Manager of the STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES. I further certify that said person acknowledged the foregoing to be the free and voluntary act of the STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES for the uses and purposes mentioned in the instrument, and on oath stated that he is duly authorized to execute and acknowledge said instrument. SEAL STATE OF WASHINGTON ) ss. COUNTY OF 1 DATED: (Type/Print Name) Notary Public in and for the State of Washington residing at: My Commission Expires: I certify that I know or have satisfactory evidence that PHILIP C. STERN is the person who appeared before me, and is the Manager, Western Region/Real Estate and Remediation Services of Union Oil Company of California, dba UNOCAL ("Assignor"). I further certify that said person acknowledged the foregoing instrument to be the free and voluntary act of the Tenant for the uses and purposes mentioned in the instrument, and on oath state that he is duly authorized to execute and acknowledge said instrument. 22-002684 SEAL DATED: (Type/Print Name) Notary Public in and for the State of Washington residing at: My Commission Expires: 4 Assignment of Lease STATE OF WASHINGTON ) SS. COUNTY OF ) I certify that I know or have satisfactory evidence that GARY HAAKENSON is the person who appeared before me, and is the Mayor of Edmonds ("Assignee"). I further certify that said person acknowledged the foregoing instrument to be the free and voluntary act of the Tenant for the uses and purposes mentioned in the instrument, and on oath state that he is duly authorized to execute and acknowledge said instrument. SEAL DATED: u�usr ava I ' +^� : ► g4TAl?Y:. (Type/Print Name) ,04� ` Notary Public in and for the State of Washington p c residing at: !FA*o jA �; •., r 4'` . My Commission Expires: //- 9_.oi _ a - _ 22-002684 Assignment of Lease 8/30/2001 City of Edmonds Page: 1 11:15 am Clerks Index for Windows Search Cross-Reference/Keyword Report Doc,-- ----- --- Item ``Action .. Ref. Date Ref. Code Brief Description SPURCHASE Keywords ---- CON 12/9/1992 02053 ANDERSON MARINE PROPERTY CON# 2053 REAL ESTATE PURCHASE COMMUNITY SERVICES ANDERSON Ret Code- File Ref #....-PRP-1-8-13 PARKS & RECREATION Cont- Security Class- ANDERSON MARINE PROPERTY Exp - Referred to...- r r BRACKETT'S LANDING SOUTH _ - ' CON _ 4/6/1995 02258 PURCHASE-EDMONDS FINANCIAL CON# 02256 FINANCIAL CENTER AGREEMENT SALES CONTRACTS Ret Code- File Ref #....-PRP-1-18 CITY ATTORNEY Cont- Security Class- EDMONDS FINANCIAL CENTER Exp, - Referred to...- - - - - - - - - - - - - - - - - - - - - PURCHASE - - - - - - - - - - - - - - - - CON 6/6/1995 - - - - 02263 - -- FIRE STATION #10/ESPERANCE CONTRACT# 02263 FIRE STATION #10 Ret Code- File Ref #..... PRP-1-19 ESPERANCE Cont- Security Class- FIRE DISTRICT #1 Exp, -12/31/2015 Referred to...- r .. SNOHOMISH COUNTY r r r Y - - CON 12/5/1995 ~' 02383 FIRE PROT./ESPERANCE-AMEND. CON# 2383 FIRE PROTECTION DISTRICT #1 FIRE DEPARTMENT SNOHOMISH COUNTY Ret Code- File Ref #••-•-PRP-1-19/STATION 10 ESPERANCE REF. CONTRACT #02263 Cont- Security Class- AMENDMENT #1 FIRE STATION #10 Exp-12/31/2010 Referred to...- _ SNO. CO. FIRE PROT. DIST. #1 - - v ' CON 3/27/1997 - ~02458 .. LICENSE/PUD-BRACKETT'S LANDING SO. CON# 2458 SNOHOMISH COUNTY PUD NO. 1 PARKS AND RECREATION BRACKETT'S LANDING PARK SOUTH Ret Code- File Ref #....-PRP-1-8-13 CONSTRUCTION AND PROPERTY USE PARK Cont- Security Class- LICENSE Exp - Referred to...- r PUD r CON 5/28/1999 02706 - - HWAGEOSCIENCES - FIRE STATION 196th CON# 2706 PROFESSIONAL SERVICES FIRE DEPARTMENT COMMUNITY DEVELOPMENT Ret Code- File Ref #..... PRP-1-23 FIRE STATION ENVIRONMENTAL ASSESSMENT Cont- Security Class- HWA GEOSCIENCES Exp - Referred Y_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 196TH STREET _FIRE - STATION _ _ ^ _ _ - r - _ _ _ _ - - _ - - r ^ CON 6/27/2000 02816 _to.. _ _ _ _ _ Donation Agrmt w/Ganahl-Hanley Log Cabin Log Cabin Save Our Cabin Committee Ganahl-Hanley Log Cabin Ret Code- File Ref #....-PRP-1-21 Historical Society Cont- Security Class- South Snohomish Historical Exp-12/27/2000 Referred -to._ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ A PRP-1-21, _ _ _ ' _ _ _ _ _ _ _ _ _ - _ _ _ _ - - 7 Items Printed User ID: CLERK Item #: v EDMONDS CITY COUNCIL Agenda Memo Originator: Stephen Clifton For Action: X For Information: Subject: NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE No. 22-002684 Agenda Time Agenda Date Exhibits Attached: Consent August 28, 2001 1. August 8, 2001 letter from Department of Natural Resources to Ogden Murphy Wallace. 2. Notice of and Consent Assignment Agreement No. 22-002684. Clearances: Department/Initials Admin Svcs/Finance City Attorney City Clerk Court Personnel Fire Police Dev. Srvs. I Community Svcs � Engineering Parks & Rec Planning Public Works Treatment Plant City Coun Mayor Reviewed by Council Finance Committee: Community Services Public Safety Approved for Consent Agenda: Recommend Review by Full Council: Expenditure Amount Appropriation Required: $ 0 Budgeted: $ 0 Required: $ 0 Funding Source: N/A Previous Council Action: On June Narrative: During the past few months, the City of Edmonds Attorney's office has been working with Department of Natural Resources (DNR) staff and UNOCAL's legal representatives to implement a necessary step of the Marina Beach Purchase and Sale Agreement. Specifically, to transfer an existing UNOCAL lease of DNR land to the City of Edmonds. Due to delays in acquiring properly recorded easements, and other miscellaneous items, the first contingency date of July 2, 2001 was extended sixty days to September 2, 2001. The Department of Natural Resources recently agreed to the assignment of the existing lease as well as assignment of responsibility for the area of the existing UNOCAL pier into the Unauthorized Use and Occupancy of the pier beyond the Outer Harbor Lease area (see Exhibit 1). Due to a miscommunication between parties working on this assignment, this item was not included in the Council Packet for the August: 28, 2001 City Council meeting. In order to meet the September 2, 2001 first contingency deadline, the agreement must be signed by the City of Edmonds before this date. This item is a beneficial assignment of land from UNOCAL to Public Use. Recommended Action: Authorize the Mayor to sign the Notice and Consent to Assignment of Lease No. 22-002684 for public use. Council Action: EXHIBIT 1 WASHINGTON STATE DEPARTMENTOF Natural Resources - August 8, 2001 Ogden, Murphy, Wallace Attn: Teena Williams 1601 5th Avenue Seattle Wa 98101 SUBJECT: Assisrnment of Lease No. 22-002684 Dear Ms. Williams: DOUG SUTHERLAND Commissioner of Public lands p EC E 0 W E AUG 10 2001 OGDEN MURPHY WALLACE, PLLC I have enclosed three (3) identical original assignments for Lease Agreement No. 22-002684 for your review. If they meet with your approval, please sign, date all copies, andreturn them within thirty (30) days to: Chad Unland Department of Natural Resources 919 North Township Street Sedro Woolley, WA 98284 Please note that your signature must be notarized. Each Agreement contains a Certificate of Acknowledgement for this purpose. Once we receive the items mentioned above and we have completed our final evaluation at the staff level, we will submit them to department management for their review and, if appropriate, final execution. The department has elected not to require the City of Edmonds to furnish a surety bond as allowed by the lease under clause 6.9. It should be noted, however, that the department may adjust the surety amount from time to time to guarantee faithful performance of the terms and conditions prescribed in the lease. In addition, as the City of Edmonds is assuming responsibility for this lease and dock, I am requesting a letter from the City (signed by the appropriate party, presumably the Mayor of Edmonds) stating that they will also assume full responsibility for the portion of the dock which extends waterword of the outer harbor line. As you are aware, this portion of the dock falls REV. 07/28/98 22002684.COV NORTHWEST REGION 1 919 N TOWNSHIP ST 1 SEDRO-WOOLLEY 1 WA 98284-9384 FAX (360) 856-2150 1 TTY.- (360) 856--1371 1 TEL: (360) 856-3500 Equal Opportunity/Affirmative Action Employer RECYCLED PAPER LJ ti Ogden, Murphy, Wallace August 8, 2001 Lease No. 22-002684 Page 2 into an informal agreement, an Unauthorized Use and Occupancy Agreement, filed under No. 21-000275. Please call me at 360-854-2835, if you have any questions. Sincerely, Chad Unland, Land Manager Aquatic Orca District Northwest Region C: Lease File 22-002684, 21-000275 NW & OLY Gary Gunderson, Unocal 22002684.COV REV. 07/28/99 EXHIBIT 2 STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES DOUG SUTHERLAND, Commissioner of Public Lands Olympia, Washington 98504 NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE TABLE OF CONTENTS SECTION PAGE BACKGROUND.............................................................................................................................1 1. NOTICE OF ASSIGNMENT..............................................................................................1 2. ACCEPTANCE AND INDEMNIFICATION.....................................................................1 3. NO RELEASE............................................................................ .....2 4. MODIFICATION OF LEASE AT TIME OF ASSIGNMENT...........................................2 5. WARRANTIES ..............:....................................................................................................2 6. NOTICE...............................................................................................................................2 CONSENT TO ASSIGNMENT BY STATE..................................................................................3 22-002684 Assignment of Lease I STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES JENNIFER M. BELCHER Commissioner of Public Lands Olympia, Washington 98504 NOTICE OF AND CONSENT TO ASSIGNMENT OF LEASE NOTICE OF AND CONSENT TO ASSIGNMENT AGREEMENT NO. 22-002684 THIS AGREEMENT is made by and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL, a California Corporation, whose address is 11720 Unoco Road, Bldg C, PO Box 2004, Edmonds, WA 98020 ("Assignor") and CITY OF EDMONDS, a government entity, whose address is 121 5th Ave N., Edmonds, WA. 98020 ("Assignee"). BACKGROUND A. - Lease No. 22-002684 entered into on the 5th day of July, 1987 (the "Commencement Date"), by and between UNION OIL COMPANY OF CALIFORNIA, dba UNOCAL as Lessee and the STATE OF WASHINGTON, acting through the Department of Natural Resources, as landlord ("State"). B. Assignor desires to assign and Assignee desires to assume the rights, duties, and liabilities of Lessee under the Lease. Assignor acknowledges the receipt and adequacy of consideration given by Assignee for this assignment. The Lease prohibits an assignment without State's consent. State is willing to give its consent based upon the assurances and agreements made in this Agreement. THEREFORE, the parties agree as follows: SECTION 1 NOTICE OF ASSIGNMENT Assignor gives notice of its intent to assign all of its rights, title, and interest as Lessee under the Lease to Assignee effective the 20th day of December, 2001 (the "Effective Date"), for the balance of the lease term as provided in the Lease. SECTION 2 ACCEPTANCE AND INDEMNIFICATION Assignee gives notice of its intent to assume the obligations as Lessee under the Lease, and agrees to faithfully perform and discharge those obligations according to the terms of the Lease. 22-002684 Assignment of Lease SECTION 3 NO RELEASE State is not releasing Assignor from fully performing the provisions of the Lease. Assignor remains liable to State to the same extent as if no assignment had been made. SECTION 4 MODIFICATION OF LEASE AT TIME OF ASSIGNMENT Assignor agrees that State and Assignee may change, modify, or amend the Lease in any way, including the rent to be paid. The assignment and any modification or amendment to the Lease shall occur contemporaneously. Assignee acknowledges receipt of a copy of the Lease and any previous or contemporaneous amendments. Further assignments may be made, without notice to or consent of Assignor, and without in any manner releasing or relieving Assignor from liability under the Lease. Assignor shall remain liable under all the terms, covenants, and conditions of the Lease as originally executed to the end of the term of the Lease. SECTION 5 WARRANTIES Assignor represents and warrants to State and to Assignee that (i) the Lease is in full force and effect; (ii) Assignor is not in default or breach of the Lease; (iii) Assignor has no knowledge of any claims, offsets, or defenses of any lessee under the Lease; (iv) rents due subsequent to this assignment have not been paid in advance by any lessee; and, (v) to the best of Assignor's knowledge, the property is in full compliance with all applicable federal, state, and local governmental permits, rules, ordinances, and laws. Assignor shall defend, indemnify and hold State harmless from any breach of the foregoing warranties and from any claims or causes of action, known or unknown, of Assignor that have or may arise from circumstances that precede this assignment. SECTION 6 NOTICE Assignor instructs State to send all future notices to Assignee. Assignee has the obligation to keep Assignor informed about the activities on the property and Assignee's performance of its obligations under the Lease. Assignee shall send to Assignor copies of any notices it receives or sends to State. Assignor has the obligation to remain informed of Assignee's activities on the property, Assignee's performance of its obligations under the Lease, and Assignee's financial condition. State has no obligation to provide Assignor any notice or information concerning the Lease or Assignee and Assignor shall not rely on State to inform Assignor. THIS AGREEMENT requires the signature of all parties and is executed as of the date of the last 22-002684 Assignment of Lease signature below. ASSIGNOR: UNION OIL COMPANY OF CALIFORNIA, DBA UNOCAL, A California Corporation PHILIP C. STERN Its: Manager, Western Region/Real Estate and Remediation Services Dated: ASSIGNEE: CITY OF EDMONDS, A government entity Un GARY HAAKENSON Its: Mayor of Edmonds Dated: CONSENT TO ASSIGNMENT BY STATE In consideration of the foregoing, State consents to the Assignment of the Lease to Assignee. However, State expressly conditions this consent on the understanding that neither State's consent nor its collection of rent from Assignee shall be a waiver of the covenant against future assignments or subletting. Furthermore, State's acceptance of Assignee as Lessee shall not be construed as releasing Assignor from full performance of the provisions of the Lease. Except as set forth in this Agreement, no provision of this consent alters or modifies any of the terms and conditions of the Lease, including the requirement that the written consent of the State be obtained before any further assignment of the Lease or subletting of the property occurs. Dated: Approval as to form this 1st day of June, 1998 Michael S. Grossmann, Assistant Attorney General STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES 20 By: WILLIAM J. WALLACE Title: Northwest Region Manager Address: 919 N. Township Street Sedro-Woolley, WA 98284 22-002684 Assignment of Lease STATE OF WASHINGTON ) ss. COUNTY OF I certify that I know or have satisfactory evidence that WILLIAM J. WALLACE is the person who appeared before me, and is the Northwest Region Manager of the STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES. I further certify that said person acknowledged the foregoing to be the free and voluntary act of the STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES for the uses and purposes mentioned in the instrument, and on oath stated that he is duly authorized to execute and acknowledge said instrument. SEAL STATE OF WASHINGTON) ss. COUNTY OF DATED: (Type/Print Name) Notary Public in and for the State of Washington residing at: My Commission Expires: I certify that I know or have satisfactory evidence that PHILIP C. STERN is the person who appeared before me, and is the Manager, Western Region/Real Estate and Remediation Services of Union Oil Company of California, dba UNOCAL ("Assignor"). I further certify that said person acknowledged the foregoing instrument to be the free and voluntary act of the Tenant for the uses and purposes mentioned in the instrument, and on oath state that he is duly authorized to execute and acknowledge said instrument. SEAL DATED: (Type/Print Name) Notary Public in and for the State of Washington residing at: My Commission Expires: 22-002684 Assignment of Lease STATE OF WASHINGTON ) ss. COUNTY OF I certify that I know or have satisfactory evidence that GARY HAAKENSON is the person who appeared before me, and is the Mayor of Edmonds ("Assignee"). I further certify that said person acknowledged the foregoing instrument to be the free and voluntary act of the Tenant for the uses and purposes mentioned in the instrument, and on oath state that he is duly authorized to execute and acknowledge said instrument. SEAL DATED: (Type/Print Name) Notary Public in and for the State of Washington residing at: My Commission Expires: 22-002684 Assignment of Lease b Edmonds School District's other leases include Pacific Montessori that leases four classrooms through June 30, 2005; Edmonds Historic Museum that leased one classroom primarily for storage through June 30, 2004, and Calvary Chapel, which leases one classroom for storage on a monthly basis. Mayor Haakenson opened the public participation portion of the public hearing. Al Rutledge, 7101 Lake Ballinger Way, Edmonds, pointed out the decline in the Edmonds School District population in 2001 may reflect the declining population of youth in Edmonds. Roger Hertrich, 1020 Puget Drive, Edmonds, directed attention to staff s narrative that no substantial issues were raised during the public hearing, and the School District's response to his comments at the Planning Board that a permanent designation for the use of the old Woodway High School has not been made. He referred to page 7 of the Capital Facilities Plan that indicated the school district did not project their long range forecast beyond six years. He recommended the City seek a definitive answer from the school district regarding the old Woodway High School site due to the transitional nature of the school. He recommended the City consider the site for future recreational uses. Hearing no further comment, Mayor Haakenson closed the public participation portion of the public hearing. Councilmember Petso asked whether staff had contacted the Edmonds School District to determine whether the Capital Facilities Plan prohibited staff from discussing park uses at the old Edmonds- Woodway High School site. Parks and Recreation Director Arvilla Ohlde answered no, recalling when the Council met with the Edmonds School District approximately 18 months ago to discuss a partnership for an aquatic center, it was narrowed to two potential partnership sites, the Civic Center and the old Edmonds-Woodway High School. Mayor Haakenson remanded the matter to Council for action. COUNCILMEMBER MARIN MOVED, SECONDED BY COUNCILMEMBER PLUNKETT, TO DIRECT THE CITY ATTORNEY TO DRAFT AN ORDINANCE FOR COUNCIL CONSENT APPROVAL ADOPTING THE EDMONDS SCHOOL DISTRICT CAPITAL FACILITIES PLAN AS PART OF THE CAPITAL FACILITIES ELEMENT OF THE COMPREHENSIVE PLAN. Councilmember Marin complimented the Edmonds School District on their responsiveness to the needs of Edmonds. MOTION CARRIED UNANIMOUSLY. Mayor Haakenson declared a brief recess. Purchase 5. AUTHORIZATION FOR MAYOR TO SIGN PURCHASE AND SALE AGREEMENT FOR and Sale MARINA BEACH PROPERTY WITH UNOCAL AND THE CITY OF EDMONDS Agreement - Marina Beach Parks and Recreation Director Arvilla Ohlde introduced colleagues who worked with her on this item, Property Community Services Director Stephen Clifton and Bill Joyce, an Attorney with Ogden Murphy Wallace, who specialized in ensuring the City acquiring an environmentally clean site. Mayor Haakenson introduced Unocal representative Rick Tack. Ms. Ohlde explained Marina Beach, which included the northern fully developed park area, the abandoned pipeline and the southern parcel, currently owned by Union Oil of California, known as Unocal, was for sale. If the City did not purchase the property, it could be sold for commercial waterfront development. She explained the Marina Beach parcel, south of the Port of Edmonds, was Edmonds City Council Approved Minutes April 3, 2001 Page 9 01 a2zd 100Z `£ ludy solnuiw poAoiddy ImunoD f4!D spumpg 4000`SZ$ is-ni als, •sluoui vd lsawro oml Ouilisodop oligm X: madoid agl a.inoos of f4i0 oql moist, pjnom sdals luauiaai V oluS puu osvgomd otU •sluuB digsioulred g2noigl uoilisinbou agl jo spiigl-oml zano omoos pinom XI13 oql `Injss000ns sum 2uipunj luuj2 Iu-Tapaj put, olt,ls 2uigoluu13i poludioiluu oqS -uualo sum ails oql 2ugeo1pul `uoilla2psanui luauiipos 2uipiv2zi (-&K(j) sooinosa21 Iu.inlulq jo Iuauz;zudaQ oql TU04 .zallai uoiluBilsanui iogpnj ou t, paniaoai.ijluouno suq f4io aqs, •osugoznd oql of uoiingj4uoo luool jo lunoumu oql gsiuiuiip of spun] luuz2 2uiloluui Iuzapaj puu alulS amoos of puu sonssi lt,luoumoainua iiu uo amoBilip onp all alalduioo of dots luoi.'8ojouoxgo oql ioj mollt, of pau2isop sum luou-moi2u oqs, •uopolduloo of ss000id gluoul-6 u sum la3loud liounoD oql ui papnloui luoumoBV oluS puu osugoind oq,L uoill!w V•£$ sum jusmiddt, s<<iliD aql puu uoilliul L•b$ sum lusiuiddu Iuooun all •looj aaunbs nd OS•ti$ zo uoilIiu-i i•£$ ioj X41D oqI of kpodoid all iias of 2uiiaijo sum luooun pasinpu oplg0 •sW -aznloiuls mou u moloq ssaoot, luoijzalum popuudxa Buipinozd Xq puu nLutq aouaj ouoloXo 3ugsixo aql jo uoiluuiulijo alI glim Igauoq poppu aniaoaz pinom ssaoot, luoglolt,m oggnd -a.znlonzls pt,aq.Iano we ftluaio `uoiluool ouiladid pouopuuqu lua-ino aql glim u2ilu pinom spiumpg -id lu aobuos fuaj jo ldaouoo aznlnj oql pouiuldxa agS �Iaaio palgBjjf,up u jo guizapuai u paAldsip agS -Sum jo-lq.2iz puoiliui aql uiglim 2uplou.4 algnop oql ololdmoo doll uogm lisuuis punoS Xq palonzlsuoo oq pinom puo.Ijiuz agl zapun laanjno xoq ail, -punoS joBnd olui puu looiud uaaglnos all of lianlno xoq u g2nozgl puu opis lsuo all Buolu gins 31oom all jo 2uilg.,JijXup -ioj sopinoid ldaouoo palioddns oqs, -punoS la.2nd of l.Ianlno u g2noigl puno&iopun `gszuW spuouipg aql ggnoigl slanu4 XIluazino 31aaiD moiiitic, -punoS lafnd agl of 3Iaaio smojjjAA ,Io.WuillBil,�uP aql put, uoilisinbou luoijialum poddns of ponuiluoo uoilupuno3 ftpuurl s,llallouag aql plus 3plg0 •sw saIoilaA OSI nano Joj 2u. lit glim a�nlonils luoi�Ialum lt,iozauuuoo/Isola./aoi��o look 0.iunbs 000`9S cols -Z u llim podolanap aq pinoo ails oql aluoipui �IiD oql Xq pololdmoo sluauinoop lusmiddu a U -uom uado `It,mluu u su li Buidowl `uolpod uzaglnos all past,al put, slsixo KIluonno lugl luouidolanap uzagl.Iou all III palsanui `saaluumea Rut, lnoglim `uogl S4!D aqs 'Xpodozd got,ag uuuPW aql ioj asuol junuuu $uipuiq -uou t, olui pazaluo f4jo all `ssaoou luog.Tolum oilqnd zoj paau oql of osuodsoi ui `02u S.IUOX 0£ JOAO :uoilisod snoiluooid u ui sum A41D all pozisugduza oqS •,�Iiup saniluluasaidw aluiodzoo luool oql glim laui saaknq polsanlui puu jolmui aql uo sum ,S4jodoid oql `olis all llos of pauut,ld luooun plus opig0 •sw •uoilismbou all joj poddns jo s.iallal papinozd oslu suq `ouijaaogs oji2uzj oql umjai of glom oqm dnoz2 Xot,00npt, fliunuiuioo Iuool t, `uoilupuno3.2uipuuj s,llallouzg oqj moilisinbou oql ioj poddns jo zallal u papinoid spuouapg jo pod aql plus aplg0 -SW •gouag uuuuw azinbou of paau all poluls oilqnd agl `sdoggjom oilqnd it, puu uujd zalsuW ziagl Ouilalduioo Slluazmo sum pod aq L uoilisinbou luo ijnjum puu ssaoou luoz�aalum oilgnd ion paau all sum uoilupuouiaiooaa auo .Iaguinu agl `s2uuaglu2 oilqnd oml puu smoiA.Ialui `SAQAdns Iunpinipui 000`1 nano papnloui goigm `uuld BuiuoisiA fliunuiuioD oql ul •ssaoot, oilqndioj paau oql oluzaliaz `SI10 all puu oozauuuoD jo nquiugo all `l iod oql uaamlaq mald digsaaul.Iud u `uuld uoilo`d oi�alu:lS luauidolanaQ oiulouoog aql puu Mid luozi.zaluAA, umolumoQ spuouipg oq1, •fglioizd oilqnd ft uol lsoq�il oql su gilad luozjialum puu ssaoou ouilaimis p03luui oilqnd oql `uuid Xzud anisuogoiduio3 90OZ-i00Z oql ul -lljauoq luuol2az zoi salis luognium oilqnd ainoos of iuiluassa si li aluls suuld anisuogoiduioD Alunoo gsiuzogouS puu s,X4!D oliL •ssaoou oilqnd aoj,Cl_iodoid luojlolum jo asugojnd aql pans.ind XIsnoiamol puu palaoddns ,�Iiuol.Iolsiq seq f4iD oigl •sluana jt,oisnui puallu of puu .2unll'All `.Wuinip ugnos `OuWu mj `IiugXoIJOA `ftgluquns `2u3joiuoid `ssaoou luogiolem `2uiquzoogouaq ioj gouag uulilaw of auzoo s.zolisin 000`OOi zano XIlunuuV •Xliup got,ag t,uijEW lisin oldood 0001S nano `zagluam Moons jo Sxup 0tl all 2uiinQ -uialsXs 31zud luoq ialum luauil spuouipg oql ui jogouu uuaglnos u su panzas got,ag uuizt,W pies oqS •puujapil oilqnd soo.mosag juinluX jo luouipudaQ jo sazou 6•91 01 Iuaot,Cpu sum puu auilazogs punoS land jo laaj 000`I zano pug olis oiou S-1, oqZ •l.Iod aql llim luauiasuo looj-09 u gfnoigl poss000u paid at the time of signing and the second $25,000, due in July would be held until November 30, 2001. With all environmental questions satisfied and matching grant funds in place, staff would request final authorization from Council to enter into the final payment due at closing on November 30, 2001. Ms. Ohlde summarized it was essential that the City secure this last remaining waterfront parcel from Unocal before it was lost forever to private development. Marina Beach was the last large parcel remaining to be purchased and preserved for public waterfront use. Many of the callers during the past week in response to newspaper articles believed the City already owned the Marina Beach property. She recommended the Council authorize the Mayor to sign the Purchase and Sale Agreement for Marina Beach between Unocal and the City of Edmonds and appropriate $50,000 earnest money from Fund 126. Mayor Haakenson opened the public participation portion of this item. State Representative, 21st District, Joe Marine, 9244 49th Avenue West, Mukilteo, expressed his support for the purchase of the Marina Beach property. He commented it was a great opportunity to protect the environment of the community by preserving precious open space, which was important to the quality of life. He urged the Council not to pass up this rare opportunity. He noted King County had listed this property as a possible site for a wastewater treatment facility, a fate he believed would be ridiculous for this waterfront property. He recommended the site be retained as a popular public park and valuable environment resource. He commended Unocal, the current owner, for their willingness to make the property accessible to the public for the past three decades and for the generous terms they were offering to sell the property to the City. He offered his support for securing state funding for assist in the purchase of this park. Susie Shaefer, 1055 Edmonds Street, Edmonds, expressed her support for the purchase of the Marina Beach property. She inquired about the fate of "dog beach" at Marina Beach. She supported the City having all the parks it could, particularly on the waterfront. Nancy Farrell, 19525 86tt' Avenue W, Edmonds, said she and her 15-year old daughter volunteer with the Edmonds Park Department Beach Rangers and strongly supported the City's purchase of the Marina Beach property. She thanked Unocal for providing the City the opportunity to purchase the property. Owen Caddy, 2417 NE 63rd Street, Seattle, an interpretive specialist in the Parks and Recreation Department, who interacts with school groups and the public on a regular basis at Marina Beach, emphasized the diversity of the intertidal community on Marina Beach and the wide variety of marine life that was accessible to the public on that beach during low tides that was not accessible on other beaches in the City. He said visitors from out-of-town are amazed such a beach exists and residents often indicate it is one of their favorite places. He summarized Marina Beach was a key recreation site and urged the Council to support the purchase of the property. Frances Murphy, 5804 168"' Avenue SW, Lynnwood, representing Brackett's Landing Foundation, provided a map that identified the north and south boundary of the City of Edmonds shoreline. She explained the shoreline within the City was virtually the only public access to the shoreline in South Snohomish County. She said the City had proven itself to be an outstanding steward of this public resource. Edmonds Beach Rangers had more than fulfilled the obligation to protect the shoreline and teach visitors about the wonderful variety of organisms to be found on the beach and to respect that resource. She said the task of protection had been successful in spite of the enormous increase in population in South Snohomish County. She summarized the Brackett's Landing Foundation vigorously supported the purchase of Marina Beach Park. Edmonds City Council Approved Minutes April 3, 2001 Page 11 ZI ailed IOOZ `£ I!jdd sainuiW panoiddy I!ounoD �!D spuouipg * tadozd oql jo op?s lseo agi uo rtem jo-lgS?z ag; u, uieuzax pinom I?suea'L punoS Pa;ou aqS 'oils agl ;ouduzi pinom Al?ltouj ;uauu1e04 u jo uS?sap aril mog zealaun SVAn arcs 'palaalas aaam ai?s ail jj pazamsuu aP[t[0 'SW 'asn s jIsue-ii, punoS zoj zo luuld zamos a aoj uoileool atll se pautuualop aalel sum ;t put, )Ljzadozd oqi pasugaznd !410 atp jj polusuoduioo oq pinom A4!0 oq; mtgogm paNse osiad iogLuaugiounoD got€atPnu oq; ul slil3a aorug zauoiss?uzuto011od paz?uSooaz uosuaxuug zoAuW uo?lzod ivautuioo oilgnd ay Posolo uosuOVM zo,fuy�l `luouzuzoo zagiznj ou Su?zeag •gauag uuu-ewjo osugomd oql su gons sail?uaure op?nozd of s110JJ0 aznlT su llam su izojja sill uoddns of l?ouno0 oql pa$zn ag •spuulapp put, sagoEaq jp digsaeumo alen?zd pomollu zanamoq u0l2urgseAA °pau?uuad ;ou sum sagoeaq jo digszaumo aiun?ad `uemeg puu u?uzoJ?lu0 ul palou ag sasodznd oilgnd zoj luozjgouag alunud azinbou of sigl su gons ,f4junlzoddo o-im u onsmd of ,,l?0 agl jo spogo oqu l poiaoddns `spuompa 'At anand 4i�8 90£IZ `uosliAA 33at 'fl?zoud a pod ail tuoaj goeag eu?zen jo dil uzaq;nos agi jo os-eMaand ail a� eui x1t0 agl popuounwoaz aH Andozd luogzalum ox!nbae o; s3togo zag zoj oplg0 •sW popuauiuzoo `spuouipa 'aeizQ laSna OZOI `galxl.aag aaSog ';zod ag; Xq poumo si go?gm gauag auuuy�l jo d?l mmq;nos oql Su?sugoznd zap?suoo of qs?m Xuuz 1i410 agl paivauituoo ag X Aglum panud u gl?m ilzadozd 4J0d aql of gauag uuuVw ioauuoo su gons osegoznd agl zalyu 3Izud agl lopouiaz of suuld amm azagl aagiagm Pauopsonb ag •uo?luutum;uoo Suulnsaa Auu aoj algzsuodsaz aq pinam oqm puu zaid 110 uotun agl Su?noutax ioj alq?suodsaz oq Plnom oqm pauoi;sanb `spuouapa'iaajIS aura iZ6 `silnoaauiaLT Ra2i •pazmbou oq pinoa spurg W12 u? uoili?u-t Z$ polud?o?iue oqs iugl pue osegoznd s?q; zoj Su?punj algeltenu ut 000`0S$ PQU!IuaPt Pug ap1tl0 'sW paumssu aq pies `spuompa 'SB/A .1021uill99 a-IeZ TOIL '04011112i utnlV •Aixadozd sigl osugomd of Xiiunpoddo agl osol of iou,i410 oq; poRin aqS •sa?I?uiuj z?agl puu uazpl?go of f4luouze snopuotztaa; u sum 3[zud ail plus aqS •szea�i £I ;sud aq; u1 posuazoul puq o2esn s,xzud agl Supuaunuoo'po?gad r ep-C u �uunp goeag ewa W iiuualua aldoad ZED, p ille;;egl 8861 IsnSnV ul palonpuoo Xanzns a of Paazajaz aqS •suuol algezonel fxan lnpun e4Zadoad oip asugamd of et;i0 oxg aoj olq?ssod i? Supluuz sum 1t0 uo?un mo]tij szeaet 0£ ►ilaletutxozdde ioj ►Clzadozd ail 3o osn agl puq sett X4!0 agl `I?p uorul7 Ia ell?sorauaS aql al s,4uegy silnpe puu uazpl?go jo szaqumu snopuautaa; ,Cq pasn sem 3Ized agi p?es 21IS •tualsSs Man pue Aged luo1F*Wm s,r14?0 ail; u? [amaf umoao otp. AItul sum l? °palelsiano oq iou pinoo amen s,Aiaadozd s?gl pou?eldxa aqS •AS iodoad II0 uotu fl gill jo asugaand ail jo laoddns ui o3lods (aaSuuuW Sutuuuld spuouzpg aaurao�) ,f>;eALpoo� 'M aaeld y,STT IZ8£Z '3Iaoig no7 If TUN 'asegaxnd at,p poiaoddns ag •tuooasselo zoopino uu su uazu agl Su?sn `gauag uuizuW lie ouz?l jo leap lean$ a ivads ua?lam?ueSao ail; p?es aII « ,!iuno0 qs?cuatlouS u? Su?p.ng„ `Pailsrlgnd r�larooS aqi )looq ail ul k mrtloues aJ?IPIIA euuetu spuouzPg aqi al PaionaP aSed aat;ua ue sum axagl Pies aH •asegamd sn �o s;oodsu anritsod aql paluaairaz `szaqui uz 00Z°Z Alalutuixozdde Su? uasazdaz `Aluno0 isrtuogous tit 4a?a08 uognpny T)ngaltd agl jo ivaptsaad `spuompa 'MS ;aaalS ,,,OK ZZZ6 `uosdmogZ 1S tauQ •M •olq?ssod su Iuzniuu put, pl?m se )Imd gill daal of Alto aql palm agS •punoS land jo lamof aql spuoutpg a3letu padlail 'gauag uuimW XIxelnotind `s-[.md luo4nium oql p!es aqS 'Xizadoid gauag umila l att; jo asegamd oqi aoj ;zoddns zag passazdxa `9661 aou?s zaaiunlon zaSueg iouaa u `all;eaS 'AA, anuanV 4,£I LbOZ `maolS aiuuog Councilmember Petso aslkLd whether there were any plans to remodel the park or construct walkways following the purchase. Ms. Ohlde answered no, a linear walkway was not required. She noted the southern tip of Marina Beach was located in Woodway. Councilmember Petso asked about the cost of removing the pier/pipes on the site. Ms. Ohlde answered there was a negotiated deduction of $300,000 for that item. DNR agreed the City could defer removal of the pier and demolish it as part of the Edmonds Crossing project. If the Edmonds Crossing Project did not come to fruition, the removal of the pier would be renegotiated with DNR in the future. COUNCIL PRESIDENT EARLING MOVED, SECONDED BY COUNCILMEMBER MILLER, TO EXTEND THIS ITEM FOR TEN MINUTES. MOTION CARRIED UNANIMOUSLY. Council President Earling asked Ms. Ohlde to summarize the issues that would be considered over the nine months including environmental review and grants the City plans to apply for. Ms. Ohlde advised some due diligence had been conducted including boring, drillings, assessments, asbestos on the pier, ground water, etc., all of which has been clean. The agreement states Unocal would be liable for any contamination on the east side. She said staff would continue working on grants over the 9-month term of the agreement. She noted the purchase ranked as the number one project in the State. She anticipated only a 20% local contribution would be required for this purchase. Councilmember Miller asked what impact the purchase had on "dog beach." Ms. Ohlde said there would not be a negative effect; the uses could cohabitate on the site. She anticipated there would be some restoration as part of the daylighting project to provide shading for salmon. Mayor Haakenson remanded the matter to Council for action. COUNCILMEMBER DAVIS MOVED, SECONDED BY COUNCILMEMBER MILLER, TO AUTHORIZE THE MAYOR TO SIGN THE PURCHASE AND SALE AGREEMENT FOR MARINA BEACH WITH UNOCAL AND THE CITY OF EDMONDS AND APPROPRIATE $50,000 EARNEST MONEY FROM FUND 126. Councilmember Marin thanked Unocal for three decades of cooperation and for allowing the public to use the park. He thanked citizens who spoke, Representative Joe Marine for his support of the purchase, and attorney Bill Joyce for his efforts to develop this project. Council President Earling recalled during his first year on the Council, the City had an opportunity to purchase the Anderson Marina site. At that time, most citizens supported the purchase. He pointed out the importance of long range planning and an understanding of the community and region's desire for waterfront access. He urged the Council to have a long range vision for many issues facing the City. MOTION CARRIED UNANIMOUSLY. Mayor Haakenson added his thanks to Ms. Ohlde and her staff, Mr. Clifton and his staff, attorney Bill Joyce and Unocal for their efforts. 6. AUDIENCE COMMENTS Hwy 99 Al Rutledge, 7101 Lake Ballinger Way, Edmonds, recommended the City resume meetings regarding Hwy. 99. Roger Hertrich, 1020 Puget Drive, Edmonds, noted the City did not advertise the Marina Beach Repealing purchase as an opportunity for public comment. He said repealing Ordinance 3354 reduced the Ord# 3354 effectiveness of a future action to reduce the utility tax. He said it was important the Council show Edmonds City Council Approved Minutes April 3, 2001 Page 13 bi a8ed IOOZ `E I?idd soinuiw panoiddy 1!ounoD,4!D spuouipg •aznlrg aql ut M s,A4I3 otil of pappe aq uogl pinom suotlnjoS •szuaigosd laaxxoo of suollnjos tiBssaoau auiutxalop puB `su ojgoid o5BuiBxp az lutm `Noegpaaj uazlllo joB of axann Apnls oqI jo sjuOS Q U •pouxzojzad Apnls ulseq a peq lou puq lug' e�ll3 otjl ut utulEutax uaxB e(luo aq1 Sena utsug spuotupa IsQmtpnoS ail pautejdxa auat,d uoQ zaaul21ua X4tz) Iuelsissv A[IIUS NISVEI i.SdAc muloS dHL 1I03 'ONI n:)TJL H.LHV3 Apn;S uiseg H,LIM ^LhIWlia' H9 v' S',IOIAWS Wl iolSSdd02Id NoIS O.I. -doX 'IAI RON NOLLVMO]ffla;+ •8 Isam1pnos •A'ISflopamvbm QMHUdO NOI,LON saluurul 2ursnoq xoJ sanlluuxalju anlsuadxa ssaj �unlaas xoi guls popnujddu sinuQ xoquzatujlounoD "alvr 'IVNoIoaH A.LNmoa NVIIM43 Gill NI SH.LVNNI 9msfIOH 1I03 ,LN3I^idd2I0v 'IVOO' MaINI alll NOIS 01 HOAVN 2.IH dZIHOH,LfIV O,L `Ha'I'm Half aw'IIONaW AS GRINOOdS `(i3Aow NrdvN 2I3gm3wIIONIIOO sjlulap oql Ino Niom Pinonn els pue Iuatuaax9u MR u$Is al aoeisy�I agl aztzoglne llounoo oql pajsanbai aH •jlur /qunoo uBjago agl lB tuagl Suisnoq axojaq aq pjnogs aoualuos s,aleunrr uu duoj moq Suluttulolop azann uorle2Ilsanut xaglatU paztnbax Iegl sonssi plus aH -ssaj xjquiaptsuoo Sena Isoo futsnoq fjtep aql Senn aoua ' 1p Alua aq,L 'r4uno;D gsrurogouS pue poomuuA-1 gIyA Ioexluoo s,e(I!o otll of jvolluap! 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Agenda Memo Originator: Parks & Recreation Department For Action: X For Information: Subject: AUTHORIZATION FOR MAYOR TO SIGN PURCHASE AND SALE AGREEMENT FOR MARINA BEACH PROPERTY WITH UNOCAL AND CITY OF EDMONDS Clearances: Department/Initials Agenda Time: 20 Minutes Admin. Svcs/Finance_ Community Svcs City Attorney Engineering Agenda Date: April 3, 2001 City Clerk Parks & Rec. Court Planning Exhibits Attached: Personnel Public Works 1. Purchase and Sale Agreement Fire Treatment Plant Police City Counci 2. Project Boundary Map Mayor 3. 12/29/2000 Department of Ecology Letter Reviewed by Council Finance re: Edmonds Sediment Investigation Committee: Community Services 4. Site Photograph Public Safety Approved for Consent Agenda: Recommend Review by Full Council: Expenditure Required: Amount Appropriation 15t $4000 earnest at time of Budgeted: $1,800,000 Required: signing; 2Id $25,000 July 2001 Funding Source: $1,800,000 dedicated to waterfront acquisition Fund 126 / 1" Qtr. Real Estate Excise Tax. Staff is seeking matched state and federal grant funding (50-80%). Prior to November 30, 2001 with grant funds secured and financing in place, staff will obtain City Council authorization to final purchase and sale agreement. Previous Council Action: 6/27/2000 passed Resolution 984 authorizing application for funding assistance for Washington Wildlife and Recreation Program Acquisition Project to the Interagency Committee for Outdoor Recreation. Narrative: The Union Oil Company of California (UNOCAL) currently owns the Marina Beach property and is offering to sell it to the City of Edmonds. The City leases Marina Beach from LJNOCAL on a non -binding annual lease. Over thirty years ago, to respond to the need for more public � 9117 pe-'4- :1- 9-16 mollaV Iiaunoa '9Zi QNfld Y ONJ AaNOW ,LSaK2Wq 000`09$ HIVl-ddC)NddV QNV `SGX0WQg 30 , LID 9H L QNV IVOONa HIIrk1 HOVgg VNruvw WOO LNgWHHHDV gIVS QNV 9SVHDXad HHs NJIS 01 WOkVW HZRI0HZ11V moilaV papuauiuuoaag Xli.ioild oilgnd fuipnal isogBpi auI se sired Iuoijiol-emIo uoilisinboe pue ss000e Ouiloioiis s)luei `XOAIns PUB luourmoo oilgnd qi?nonll `uuld OordS uod0 put, uopeojoo-d `gmcl anisuailOuduuoO ail,L (t Iigigxg) •uazpIitlo 000`t zano OI <,SULIUz2?oJd SZanoosiQ„ uoileonpo I73luauummuo OSZ nano Opinoid `IaialsiQ looiloS spuouipg aill illim diilsaaul ed ui `sisifoloig oupew X110 aul uosros Opil mol aul lnoil2?nojgjL •tiaeog tmijuw lisin Oldood 000`OOI nano XIlt'nuuV •sist,g Xlinp -e uo 3I.md auI Osn saolisin 00S .iano `zaillVOm aaununs Xuuns jo sXtP ON aul OuianQ 'xzEd iloEOg vulitw olui sprol uaill Nlempzeog oilgnd spuouupg jo vod oq L •aaid Ouiusid spuouupg aul pue Axed ilouog oiduzXIO `JaluaO JoiuOS XlunoO illnoS aul illim 7301-e I-uOJjual-Bm-piuu Oul qi?nonll Nmj.2uipuu7 slIoNo-e-ig w giJou aul uo sui2ag I-eul uualsXs 3I.zrd ouilO.zoils jLouil spuouupg jo XIID aul ui joilout, u-Taillnos aill si fj.iadozd gotag -eui uW au.L (£ ligiilxg) mogwimeluoo jo uealo si alis Oul wqj �Oojoog jo IuoTaptdaQ aul uuoij aoua.u.unouoo jo uoileogljou ,uoiloe joillznl ou„ leuuuol paniaaaz seq XiIO aul pine ololduuoo OXE Wile& Sonui Imuouuuaitnuo pueldn puv luauuipas Oils •spz-empg luiod lU OuipLeoi fuOI peOgJOno Oilllo uoileoolaa oanlril Oily opnlowd lou soop uoilismbae alis ails •2uipunl lueJO ilolum juJopal pue Oluls IlL, oinoos of silluoui Ouiu smoll-e siu.L 'IOOZ `OZ zaguuaoaQ uO anp (000`OSO`£$) I-eu3 aul Puv �Inf ui 000`SZ$ puz L, puL 3ulu2?is jo Ouuil aul p anp XOuOuu lsoumo 000`SZ$ illim u011011sanui ILIIuauuuo.zinuO ue ololdwoo of ,[i!iign Oul JQJ sapinozd lumooifu oLIL quauuowgu olts puu oslegoind pailo-ellu aul palalduuoo Onutl 'IVOONa Puu �41O ails •spuLlapil oilgnd (WN(l) soomosa-d Ilezni-ex jo luauuizudaQ Io sO.u3e-Z6'9I Ol IuaaufpU si pun ouilo.zoils punoS la.2nd 3o �OOOT JOAO sail spuouupg jo pod auI jo illnos popooI (Z ligiilxg) Ioamd onv-s•t oqL '('dS OS'tii$) uoilliuu I'£$ JOJ spuouupg Io 40 Oill Ol (I Iigiqxg) ilaeog euijeW Iias of POO.2e sail '1VOONf1 •sjuo OSI aoI 2unlztd illim O-inlonzls luo.i•I.uOlem lt'ioaauuutoa—IiUIO. /o3gIo '3S 000`9S X.uols-Z -e olui `suoil'InOaa ouilo.iotis luouno Jopun `podolanap Og of Itiluolod gill sLq put, Iuoij.TojLm lmaauuuuoo pouoz si Xpodoad oqL •OlL's zOI mou s,Ii-plos ag pinoo Xljodaid aul Xupauuos lmul llam llnl SuimoM-Xepol alis aul Oas noX st, luauudolanap Out ui palsanui saalu-e.ren2 ,Kue Inoillim pine uoisioop plop E Opnuu spuouupg `ss000e luoijJOl-em Property # 9925899 Escrow No.: Date Escrow Opened: Escrow Holder: AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement') is made and entered into this _ day of March, 2001, by and between the CITY OF EDMONDS, a Washington municipal corporation ("BUYER'), and UNION OIL COMPANY OF CALIFORNIA, a California corporation ("COMPANY"). RECITALS: A. COMPANY is the owner of certain real property in the City of Edmonds, County of Snohomish, State of Washington, including certain land (the "Uplands") and certain fee -owned tidelands (the "Tidelands"), all as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the Uplands and the Tidelands collectively, the "Real PmpE, y ), commonly known as Edmonds Marina Beach. The Real Property is improved with the improvements described on Exhibit A- 1 attached hereto and incorporated herein by this reference (the "Improvements"). The Real Property and the Improvements are collectively referred to herein as the "Property". COMPANY reserves the right to revise the legal description attached as Exhibit A upon receipt of the Preliminary Report and/or an ALTA survey obtained by BUYER pursuant to Section 4.3.2, and in the event of condemnation or taking as further described in Section 3.3. B. The State of Washington, Department of Natural Resources, is the lessor, and COMPANY is the lessee, under that certain Harbor Area Lease No. 22-002684 dated February 1988 (together with any amendments thereto, the "DNR Lease") with respect to certain leased tidelands (the "DNR Lease Lands"). COMPANY will assign all of its right, title and interest in and to the DNR Lease to BUYER, to the extent that it is assignable, pursuant to the terms of this Agreement. The DNR Lease requires the consent of DNR to any assignment of the DNR Lease, and the parties understand and agree that BUYER will be responsible for obtaining DNR's consent in connection therewith. C. COMPANY is the lessor, and BUYER is the lessee, under that certain Municipal Lease dated March 19, 1982, as amended by Municipal Lease Amendment dated July 14, 1986 (together with any further amendments thereto, the "BUYER Lease"). The parties will terminate the BUYER Lease, pursuant to the terms of this Agreement. D. The Improvements include a dock/pier, a portion of which is located on the Real Property, a portion of which extends into the DNR Lease Lands, and a portion of which extends beyond the DNR Lease Lands. COMPANY will convey all of its right, title and interest in and to the Improvements, including the dock/pier, to BUYER pursuant to this Agreement. E. BUYER intends to use the Property for public park, beach, open space or other public purposes in compliance with all applicable laws and regulations. The parties intend that the Property be 311385.5/018405.00004 -1- EXHIBIT #1 170000• Sobs I0/S•58 £ I I £ _z_ luuoilippE su («liso (j PuoaaS„) (00'000`SZ$) s-MIioQ 001/ou put, puesnogZ 0n13-,iluaenL Jo lunouue atll ui xaplaH nAoxosg o; algeked apeui )Ioago s,xaigseo lEuoilippe ue nnoaasa o;ui lisodop I0:0Z `Z ►tlnf ump aalel ou 11131qs WgAnEl uagl `a}eQ uoi;Euiuua j X3ua2ut;uo0 Isxig oql of ;oafgns axe goignn saiaua�?ul;uoo Iei;nW xo saiouagui;uoO s,NgADR jo Aue jo IEnoxddesip,Io ANVdI/IIDO puu xaplog Aloxosg a; 2uil4m ui aoilou epinoxd of `(nnoloq Z' I'Z uot;oas ui pagixosap xaq;inj se `olt,Q uoiluuiuuol ,iouo2uiluo0 Isxi,g oql si goigyn) I00Z `Z XInf axojaq xo uo `11e3 Pinogs XaA El3I •;iso aQ puoaas •IisodaQ lsxi j oql ,fed of uoilui?ilgo S,WuAng Jo AXvclWOO Xq xaniEnn e aln;ilsuoo lou Ilt,gs uoiloala Bons `llsodaQ Isxi3 agl xo� 3Ioago s,xaigsuo n jo Idiaoax;nog;inn nnoxoso uado of sloolo `uol;axosip alnlosq, puu olos s;i ui `ANVJWOD IuaAa ag; ui `xan.annoq `,LIEx;uoo ag; o; uiarag pautE;uoa 'RutglAuu �uipue;sq;Im4oN ';unoam �uueaq ;saxa;ur uu ui IisociaQ ;sxi j aq; Iisodap Ilegs xaplog nnoxosg moxoso uado o; luauiaax!Rd sell jo saidoo palnoaxa XIinj aql y;inn Suolu xaploll Aoxosg aql of )loago s,xa.gseo aq; piennxoj Ilegs AN-'dWOD , •pauado ag IOU Ilia moxosa puE ,,NvdW00 Xg palnoaxa ag IOU llugs luouiaax2V sigl Ieq; ueauu Ilugs luauuaax�y sigl jo saidoo palnoaxa oql glinn Noogo s,xaigsuo Bons apinoxd of 2IgAng jo axnliud •luauuaaxj?d sigl xoj uoilexapisuoo su («;is❑ aQ ;sxi „) (00'000`M) sxEIIoQ OOI/ou puu puesnogs 0ni3-X;u3nnl, jo ;uno= oql ui (l •t uoi;aaS ui paut•lap se) xaploH nnoxosg of olgeXud opt,uz 3loogo s,xaigseo E `�12[Ang Xg palnoaxa Xllnj luauuaax2v sigl jo sardoo (0 aaxtl; glint Buole `ANV IWOO of apinoxd llugs -dgAng `luauuaax2V sigl jo uoilnoaxa s,2IgAng glinn,SlsnoouexoduuoluoO •;isodoC( Isig I'£'i :snnolloj su `sluauuXvd onml jo posixdwoo ag llugs Iisodap ,Cauouu Isauxt,a aq j, •lira aQ auoPI Isauxra £' I •(«aoixdI asegoxnd„ agl) (00'000`00I `E$) sxt,lloQ OOI/ou put, puesnogl paxpung ou0 uoill!W aaxgl si fluadoxd oql xoj 2IgAng �q pied ag of ooixd osEgoind lulol oqs, •gaud asetloxnd Z'l •ulaxaq paureluoo suoilipuoo put, suxxal aql uodn `/,podoxd oql llos of saaBE �gwoq ANddW00 puu osegoxnd of saax2e Xgaxag -dgAng •asegoxna puv ales I' I aai.id asugaand •I uot;aas :snnolloi se ow&, soilxud oql `joaxaq suoilipuoo puu sluauuaaxSt, `slueuanoo lenlnui oql puu sosiuuaxd oql `oouaxajax sigl,fig uioioq poluxoduooul Xgo.ioq axu golq,�n `slelioax anogt, oql jo uoilt,xapisuoo uI :1,NaNuaHov •uiaxaq pouiEluoo suoilipuoo puu suuol oq; uodn `olquu2isst, si li Iugl lualxa oql of -dgAng of oseo 12IXQ aql uSissE oI su Ilann su 2IgA11g of XIxadoxd aql Ilos o; paxajjo suq AjgV m00 Puu ost,goxnd of pongo sEq 2IgAng O •olaxag sligigxa aql put,luauuaax$FT sigl ui pagixosap xaglxil� su `sailxadoxd luaoufpy s�ANddL�i0O �uillgauag put, ANVjWOD Jo IOAEJ ui sluauiast,a uiEl_iao Jo uoilun_iosax oq; of loafgns Xlssaxdxo si ,slxadoxd aq; JO aout,,�anuoo SIANddwoo 'xapunaxaq nnoxosg jo 3so10 xaljt, auuilauios sail.iodoxd ;uoot,fpd s,ANddW0O X0A000 asinniaglo xo Ilas j�ja;t,uuilln of spualui Ing `.iopunaxaq nnoxosg jo osolO xalgt, ,ClaleipowLUi sailxadoxd ;uooefpy s,At, d,Vj iOD unno o; sloodxo ANVdWOO •oouaxajax ,fig uiaxaq polt,xodxooui puu o;axaq pogot,llE I ;igiilxg ui pagixosap XIxelnoilxud axouu su (,sollia old ;uooe.pN s,ANddW0O„) fliadoxd oq; jo ;sea ag; o; kPodoxd leax jo slowed snoixt,A sunno ,illuaxxno ANddW00 3 •luauuaax�?v sigl olui xaluo of ANV lwoD of luauuaonpui Iuixaluuu t, axu )lin;adxad ui suoiloiulsax Bons ;uql so5polnnomlot, puE spuElsxapun URAflg puE `sosn Bons of poloulsax Xlluouuuuod consideration for this Agreement, bringing the total amount of the earnest money deposit to $50,000.00 (the First Deposit and the Second Deposit collectively, the "Deposit"). Escrow Holder shall deposit the Second Deposit into an interest -bearing account. Failure of BUYER to timely deposit the Second Deposit with Escrow Holder shall terminate this Agreement and escrow shall be cancelled with no further liability by either party to the other party except as set forth herein, and BUYER shall pay all escrow fees. 1.3.3 Disbursement/ Ref uidabilily. (a) First Deposit. On July 2, 2001, the First Deposit (i) shall be immediately disbursed by Escrow Holder to COMPANY without any further instructions from the parties hereto, and (ii) shall become nonrefundable in any event, but will remain applicable to the Purchase Price to the extent that escrow closes pursuant to the terms of this Agreement. (b) Second Deposit. On November 30, 2001 (which is the Second Contingency Termination Date, as further described in Section 2.1.6 below), the Second Deposit (i) shall be immediately disbursed by Escrow Holder to COMPANY without any further instructions from the parties hereto, and (ii) shall become nonrefundable in any event, but will remain applicable to the Purchase Price to the extent that escrow closes pursuant to the terms of this Agreement. 1.4 COMPANY's Exchange O tion. Prior to the "Close of Escrow", as defined in Section 4.7 hereof, COMPANY may elect, in writing, to have this transaction be concluded as an exchange as to COMPANY under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. BUYER shall cooperate with COMPANY to effect such exchange; provided, however, that BUYER shall incur no extra costs with respect to such exchange. Section 2. Conditions Outside of Escrow 2.1 Contin encies. BUYER's and COMPANY's obligations to consummate the transaction described herein are contingent upon the fulfillment of the matters described below: 2.1.1 COMPANY's Disclosures. Within thirty (30) days from the date escrow opens, COMPANY shall provide to BUYER copies of the following documents, which are hereinafter referred to as "Disclosure Documents" (i) environmental reports provided to the Washington State Department of Ecology and/or to other governmental agencies in connection with the Property and/or the DNR Lease Lands, if any; and (ii) pertinent leases, contracts, soils engineering reports, soils compaction reports, toxic and geological studies, endangered species studies, conserved habitat and/or wetlands studies, development agreements, letters or reports received from governmental entities and other documents pertaining to the Property and/or the DNR Lease Lands (excluding, however, any documents disclosed on the Preliminary Report or any supplementary report). The Disclosure Documents include only those documents in existence and actually known to (i) Gary Gunderson, the Property Manager of COMPANY with the most recent direct responsibility for the Property, and (ii) Mark Brearley, the Project Professional at COMPANY with the most recent direct responsibility for the Property, which the foregoing each reasonably believes would be material to a reasonable person or entity purchasing the Property and accepting an assignment of the DNR Lease to the extent that it is assignable for the intended use, without having made an independent investigation of the files concerning the Property and DNR Lease Lands. A list of the Disclosure Documents is set forth on Exhibit B attached hereto and incorporated herein by this reference ("Disclosure Documents"). COMPANY shall also provide to BUYER a preliminary report for an Owners 1970-B standard title policy (the "Preliminary Report') prepared by Chicago Title Company ("Title Company"). In addition to disclosures contained in the Disclosure Documents and disclosures made elsewhere .3» 311385.5/018405.00004 b0000'SOb8 i0/S'S8£I I £ -t- sleep (S) atilt upgl aioui ou uigltm io aJBQ uotluutuual fmogutluoD is.iid aqJ of ioiid AMV IWO0 agI puu iaplog moiosg Kq pantaoai aq pup 2upum ui oq lsnui jenoiddesip ilonS yI'Z uotlooS sigl of Iuunsind apeui ainsolosip XuB uo pasuq spuu7 asua7 2INQ oqlio fQjodoid agI jo uoiltpuoo aql anozddpsip X-eui 2lgAflg •asuadxa io Isoo ou lu pouieluoo si uoIJBLuiojui Mons gotgm ui ljodai,Cue jo Moo loauoo pue Orin p glim Xjiud 2utian00s1p-uou agJ 2u1ptnoid `uoileltuitl Inogltm `apnloui Ilu:gs uotlpuuojui Mons jo oinsolosip oqj -flaletpoLuuit fired iaglo oql of Jt aptnoid IIugs uoi;uLu.Iojui Bons 2utran00sip XiIIud aql uogl `sluouinooQ oinsojosiQ agJ ui pautpluoo lou sum uOIIT?U-Uojui golLjm `(moloq £•s uotlooS ui pougap se) uoileutuiBluoD jo aouasaid paloadsns io IenJoe agI guilumpui uoileuuojui oI paltuitj Iou Inq Tuipnloui `spuu l osuoj 2INQ oql io f _ odoid aql Jo uotTtpuoo Ipluauiuoiinua aqJ $u1pzu23z uolleuuoJut Xue sianoosip `monsg jo osolo oql ozojaq so uo `ANVJWOD i0 2H[Aflg-1011113 3I `£' I'Z u01130S Jo suotstnoid oqj of juuns.ind 2uilsal leluauiuoitnua anispnui of uotJlppu uI tiotlpuui}JuI IeJLiauivaxtnug MON 1agl0 tb'I'Z •311M uotluutuuaZ X3uai?uiluoD Isiiq aqJ of ioud ,&NVdW00 agI puu zaplog mojosg Kq pantaoa.i oq puu Suilum ui ag Jsnui Iunoiddusip gonS •2uilsoj II asugd oq; jo a.iodai oql uo pasuq spup7 0sua7 2INQ aql io fiadoad oql jo uoiltpuoo agl anoiddusip Xuui 2lgAng •Idiaooi uodn XlalutpoLuuq Oupso L II asugd oq; jo liodai aqJ jo Xdoo loauoo pue an.Il u `ANddWOD of asuadxa so Isoo ou le `ANVdWOO aptno.id Ilugs 21gAng `2utlso I, II asugd sJanpuoo 2lgAng luana aql uI •moloq Z'Z uoilooS of Jupnsind Iuouiaaz2V sigl loouuo `uoildo sJt IB `XtLu -daA n g `uuld�l.Iom agJ sanoiddusip AXV IW03 Juana agj uI 'ANVdWOD JO uotlaiostp algEuosua.z aqI Iu pouop!puoo oq X-eLu Inq `poftlap ao pleggltm flquuosuoiun oq Iou jlBgs Ienozdde gonS •uuld:Iaom plus sanoiddu ANddW03 puu AN`d IWOD of Suilsal II asugd Bons ioj uuld3liom ualltim e sltuigns Js.ig 2lgAng 3I Xluo olpQ uotleutuuo j xoua�uiluo0 IsiI3 agI oI iotid (,,upsay II asugd„) spuu7 asea7 2INQ aqJ io Spadozd agI uioij uwlul uipaui ie Iuluauzuo.Itnua Jo soldus 3o stsXI-euu lumuiago :io.2utlduies anisenul JO anlsruJut asuadxa puu Isoo Ojos sIt It,Ionpuoo �C ui ggAng • u Qj,, jeluauiuounug antsgnul s�2Ig14Ilg £'i'Z •spue-I osea7 2INQ aqJ pue kliadoid aqJ jo uoilipuoo aqJ Sutpm2w sloadsa.i Ilia ui 3loslt �jstles of pue :sonssi Iured peal puu solsagse of paltLuil lou Inq 2uipnloui sluauianoiduil oql jo uoilipuoo agI `soommipio olgeotlddu pue -guiuoz aJBridoiddu Buipnloui `uotlotpstinf gltm satpog IBJuauzuzan02 3o suotltpuoo puu sJuauza.iinboi `sonssi spupllam pue JuJtgeq `soioods paia2u3puo `.sluauiasuo `saipnls Iuol2oloa2 puu olxol `auegJouz `fui.I0au12u3 sjtos pue Juauzipos `oJazagJ suoiloosgns pup I •£•p uoiloaS ui pouipluoo suotltpuoo pup suual aqJ uodn liodag XnuiLuiloid aqJ `.sluouinooQ oinsolostQ aqJ of poltuiil lou Jnq 'guipnloui `Xiess000u souiuiialop 2lg T nE[ goigm sialluul zaglo puu sluouinoop `satpnls jju anoldde pup matnai pup `(XIddu jjlm S' I'Z uotloaS ut paugop se aJBQ uotlButuuaZ X0U0Surluo0 pu000S aqJ gotgm ioj `moloq s•I•Z uolJaaS ut glio� Jas Iualxa aqJ oI �uioueug s,ggAng of loodsoi glim Idooxo) uoiJausupiJ agJ jo �IItgtsea� oiuuouooa agI of se 3laslt XjstJus `slsaJ uuoj.iod `.spup7 3sea7 2INQ pup XJpadoj l agl loodsui of CARD uoilButuuQ1 oua utlua0 1sil,�„ aqJ) IOOZ `Z XInf IIIun anBq Ilpgs 21gAng •aqua iltCl anp IezauarJ sM'M Z' I'Z 'allsOzl Bons gltm uotloauuoo uI moiosg jo 0so10 zalju io oiojaq =1110 pouuoyiod aq of polelduialuoo satltnIIOB uotltjouiap To/pup uotlon_Llsuoo oq Xuu-i aiagl (tu) pup `luauuow2-v stgJ of Iuunsind kpadoid Iuag aql 2up�oAtioo poop aqJ ui AMV(I iOD jo ionej ui paniasai aq IIIm gatgm seaiu luouiasua uI paleool allsail aqJ gltm `moiosg Jo Oso10 2utmollo.I ANV(IWOD 3o aonpJ ut UIBuia.I Ijtm ollsail agl jo digsaaumo (tI) `spuuldfl aqJ olui satlzadoij luooufpd s,,TXVJWOO uioid pualxa sluauianoiduii gotgm `Xem 3o-lq&.i («3SNg„) as eluuS ulaglioN uoiSuiling luomfpp oql sueds lugl `sodid pup sopillin `ss000e uuiilsopod ioj ollsazl e si ontll (t) :spup7 osea7 WNQ agI pue ,tl.iadoid ogl3o aouagtl p onp slt 2ut.mp 01011sanut of gstm Xtui 2lgAflg gotgm sialleui 2uimolI0J Oql 2lgAflg of sosolosip Xgojoq ANV IWOD `olonq sltgtgxo oql 2uipnloui `luauuaai$y stgl ui after receipt of the disclosure by the receiving party, whichever occurs later, but in any event before Close of Escrow. 2.1.5 DNR Consent to Assignment or Termination of DNR Lease. BUYER shall obtain, prior to the First Contingency Termination Date, DNR's consent to COMPANY's Assignment of the DNR Lease to BUYER or Termination of the DNR Lease, with the Assignment or Termination to be effective only upon Close of Escrow hereunder. BUYER agrees and covenants that it will endeavor to obtain DNR's consent as soon as possible after performing sediment testing pursuant to the terms of Section 2.1.3. If BUYER is unable to obtain DNR's consent by the First Contingency Termination Date, then either BUYER or COMPANY shall have the right to terminate this Agreement upon written notice to Escrow Holder and to COMPANY. COMPANY shall cooperate with BUYER by requesting DNR assign or terminate the lease. Such request shall occur in writing as soon as possible after execution of this Agreement. COMPANY shall not be required to make any payments to DNR or otherwise make any expenditures in support of the Assignment or Termination of the DNR lease. 2.1.6 BUYER's Financing Contin eg_ncy. BUYER requires certain financing and funding to complete the purchase contemplated herein. BUYER shall make application for such financing as it deems necessary and shall obtain such financing from whatever source BUYER deems appropriate on or before November 30, 2001 (the "Second Contingency Termination Date"). If BUYER is unable to obtain financing satisfactory to BUYER for the purchase of the Property on or before the Second Contingency Termination Date, then BUYER must give written notice to Escrow Holder and to COMPANY terminating this Agreement on or before the Second Contingency Termination Date. Waiver of BUYER's Financing Contingency is subject to Buyer's sole and complete discretion. 2.2 Satisfaction or Waiver of Contingencies. 2.2.1 The contingencies specified in Sections 2.1.1, 2.1.2, and 2.1.6 are for the benefit of BUYER and are sometimes referred to herein as "BUYER's Contingencies". The contingencies specified in Sections 2.1.3, 2.1.4, and 2.1.5 are for the benefit of both COMPANY and BUYER and are sometimes referred to herein as "Mutual Contingencies". In addition, certain matters in Section 2.1.1 are not contingencies but are disclosures for the benefit of both parties. 2.2.2 If BUYER shall fail, on or before the First or Second Contingency Termination Date, as applicable, to provide notice in writing to Escrow Holder and COMPANY of disapproval of any of BUYER's Contingencies or Mutual Contingencies, then BUYER shall be deemed to have approved or waived such Contingencies and elected to continue with the transaction described in this Agreement. 2.2.3 If BUYER provides notice in writing of disapproval of any of BUYER's Contingencies or Mutual Contingencies to Escrow Holder and COMPANY within the time frames set forth in this Agreement, this Agreement shall be canceled. Similarly, if COMPANY provides notice in writing of disapproval of any of the Mutual Contingencies to Escrow Holder and BUYER within the time frames set forth in this Agreement, this Agreement shall be cancelled and payments made by BUYER to COMPANY pursuant to Sections 1.3.1 and 1.3.2 shall be refunded to BUYER. 2.2.4 Should BUYER or COMPANY elect to cancel under this Section 2.2, (a) this Agreement shall terminate, (b) escrow shall be canceled with no further liability by either party to -5- 311385.5/018405.00004 b00oo'90b8I0/5'S8£I I £ •oouaun000 gOt,a (000`000`1 $) SWV I'IOQ NOI'I'IIw gNO3o iiuiii uunuuiuiuu u llim aoun.Insul Sliliqu!'I �saa,foldtua pun `mul Xq poiinba.i su oounansul uoilnsuoduuoO �s1.3''m £'Z'£ •a�uuut,Q ,Cltado.zd pun fIn. I ,�I?Pog �oI aouaun000 got,a (000`000`i$) S2TdIIOQ NOIIIIY�i'JN03O liuuil 012uis paulquuoO uunulluruu t, gllm `saloigan paumo-uou polu.Iado osiAuoglo .Io pazig `poumo IIu $uuaAOO Xoiiod oind ssouisng zo aounansul XlIliquI'I aligouuolnV anisuag01dwOo Z'Z'£ -Xinful Iuuosiad Sutpnloui `o2uuut,Q,ilradoid put, manful Kiipog IoI `oluo0i2st, (000`000`Z$) S-JV-1'I0Q Norrim 0A,1 `ooua.un000 govo (000`0001I$) S-dv i-lOQ NOI'IIM HNO 3o iituiI oftis pouiquzoo u glim `�iiiqui'I Innlouiluo0 laxuuig ouipnloul `lualuAinba aril Io `uuoj oouounoo0 oout,msul Xlrlrgnrl It,.IauoD it,ioiauuulo0 I'Z'£ :ut,gl ssol IOU slunouuu uI `s.IOIOt,zluoOgns zo sim-eiluoo `sison2 `saalinui `soo foldum `sluunaas `slua$u sli 92lgAflg Kq luouraaa$V srgl jo ooueuuolzad oql llim uoiloouuoo ui Io Xq posnuo Atliliqull zo ssol IsuiaL, 2TgAng �uiznsur ooun.Insui o1gpoolloo put, pilnn `$ullsixa .Iaglo Xuu of st, kilouuud on goigm `ANddY�' of algnld000t, XIquuosuaz uol2tugsnrn jo alums agl ui oout,insul figtgng jo soioilod `Iuatuaaa2y sigl zapun suoriu2Ilgo sii jo oounuuojrad aqi -guiznp uit,luuutu pun oinooid Ilugs `asuadxa umo sii Iu put, `spun I osua'I WIQ all ao fiZadoid oql 2ui.I0lua azolaq `2lgAng `poi.Iad Amojoso all i?ui.InQ •aouu.Insul Z'£ 'sosuol gons glim oountldmoo ui Idooxo sput,'I osua'I gNQ oql Io Aliodozd oql oluo .Ialuo IOU Bugs -daAng Put, `uAng giim put, saOinoso-d lulnit,N jo luotul.IudaQ olt,lS uol2uigsuAk agl llrm sosuol Supsixo jo loafgns all on, sput,'I osua? ux(I alfji ptm odoid all 'AKV IpgOO Jo uoilonsip alquuosna.i all In pouop1pum oq Xntu inq `pokejo' p zo plaggiim AYgnuoseaiun oq lot Ilegs Iema.Idde gons •BuillitA ui Xiluo Ions anoiddvsup zo ano.Iddu of lggiz aqi anuq uodrlaaagl Ilt,gs AW IWOO ',Lluo Ions a)lntu of sogsim UE[Aflg souuil ao auzil agi puu spuu'I asuo-I 2INQ ali so/put, filzadoad aqI oluo 3uizaluo joI osodind s,2lgAng pulap ui gPOJ 2uilias ANV IWOO of Joazall aOilou ualliam apinozd Isag hugs 2TgAflg `3oa.Ial I'Z uoilOoS ti pagijosop st, spun-1 osua-I'JN(I aqi pun Xl.Iadoad aqi of �?uiit,101 s.Iailt,tu JO mainaa s,2lgAng oI pollWil IOU Inq 2uipnloui `moaoso all jo uuol aqI 2uiinp osodind Xut, Ioj fpodozcl all zaluo of gsim XE[Ang pinogs `XiBiluoO aqi Ol luotuaa.Iod sill uI i?uigl�iun 2u1put,isglim4ou `.ranamog 2TgAng Xq paambaa S-Vodoad all to uoilu�ilsanui �fuu aaIt,ul of �Islz put, asuadxa s,2lgAng it, poiaad mojoso aqi 2uijnp Xl.Iadoid agl aaiva of sanilt,luosaidoi .zallo pun sXouloilt, `slaoglo `sooSoldura `slua2t, sTi Jo 2lgAng mollu of s0012u ANV(IWOO `,T.NVj i00 -�q luoumoi2V stgi JO uoiinoaxa .IaIIt, put, uuoz,I •astaoi7 T' £ mo ash uriuQ saa)IvN •£ uotlaas •slt,izal-em gons.9uiXd000logdlo Isoo Iurpe aqI ut,gl aaglo `ANddWoo of asuadxa Io Isoo ou Iu sput,7 osua'I 2INQ aqi put, i(liodoid all Ouiuzaouoo 2lgAng jo jIngaq uo jo Xq poltuouai? soipnls Euimom2ua put, `IuluatuuoJinua `sXan.zns Ilt, jo soidoo XKV,I iOO oI apinoid nglzmj Ilt,gs pun `2lgAng of papinoid flsnomaid sluournoop g Ilglgxg IIu uznla.i `uoiluuitu of gons .Iailt, skup (s T) uaal3ll uiglim `Iluls Wa kflg `mo.Iosg Io osolO aiojaq astmzallo ao Z•Z uollooS sigl japun poluuiuuol sI luatuaa12V sigl Iuana alI uI S'Z'Z •saaj mozOso iIt, 3o (Z/I) 3luq-ouo ked lot,a INNS ANddW03 Pun 2lgAng `salOUOOUIIuOD s,2TgAng all Io Xun Jo lt,no.Tddt,sip of Iuunsind paloout,o si ivauzaa.I5d sill Ii `zanamoq `papinoid `saal mojoso IIu fund Iluls ,iilud 2uiloouuo oql (P) PUB `i�Ianiloodsoj `AN`v'JWOD jo 2lgAng of pouania.t oq Ilt,gs Xut, 3i `ANVdwOO .Io 2lgAng Xq mo oso olul pit,d stuns jallo Xuu puu `Z't, Pun £'Z'Z £'£'T suoilOaS firm oout,pz000t, ui polna.rl oq llt,gs iisodaQ all (o) `uialal llioj las osimaaglo su idaoxa Xjivd jaglo all The policies of liability insurance shall name "COMPANY Group" (as that term is defined in Section 6) as an additional insured and shall not exclude or restrict coverage based upon alleged or actual negligence of an additional insured. BUYER shall deliver to COMPANY a certificate of insurance and additional insured endorsements evidencing the existence of the policies and further evidencing that coverage will not be canceled or materially changed prior to forty-five (45) days' advance written notice to COMPANY. Subrogation against COMPANY and the COMPANY Group shall be waived as respects all of the insurance policies set forth above (including without limitation policies of any subcontractor). The insurance required hereunder in no way limits or restricts the Indemnification in Section 6, nor is the insurance to be carried limited by any limitation in Section 6, nor by any limitation placed on the indemnity as a matter of law. Any deductible amount, which shall not exceed One Thousand Dollars ($1,000), is the responsibility of BUYER. For purposes of this Agreement, the provisions of this Section 3.2 shall be satisfied by the insurance provisions described in that certain letter from the CITY's insurance authority to COMPANY dated May 26, 2000 entitled "Evidence of Coverage" and referencing "Cert. #: 1918", attached hereto as Exhibit C and incorporated herein by this reference. CITY hereby represents to COMPANY that said insurance covers all items and activities covered by the types of insurance described in sections 3.2.1, 3.2.2, and 3.2.3. COMPANY is specifically relying on the representations of the CITY relative to the existence and availability of this insurance. 3.3 Condemnation. In the event that any condemnation or eminent domain proceedings affecting all or any part of the Property or the leasehold interest under the DNR Lease are initiated prior to Close of Escrow by any entity other than BUYER, BUYER or COMPANY may, at any time thereafter, terminate this Agreement by written notice to the other party and Escrow Holder prior to the Close of Escrow, and Escrow Holder shall return all funds and documents then held in escrow to the party depositing the same, or, alternatively, if neither party elects to terminate this transaction, such transaction shall be consummated, in which event COMPANY shall assign to BUYER all of its right, title and interest in and to any award made or to be made in connection with such proceedings and shall permit BUYER to conduct all negotiations and enter into all agreements with respect thereto. In no event shall any such transfer reduce the Purchase Price or delay Close of Escrow hereunder, but any proceeds or awards related thereto shall be assigned by COMPANY to BUYER at Close of Escrow hereunder. The parties agree that any condemnation or taking of any portion of the Property or the leasehold interest under the DNR Lease by Sound Transit or a related entity pursuant to the contemplated Edmonds Crossing Project prior to Close of Escrow hereunder shall not be deemed to be a condemnation or taking subject to the provisions of this paragraph, and that there will be no reduction in the Purchase Price with respect thereto. Further, BUYER agrees and covenants that it will not commence any condemnation or eminent domain proceedings against COMPANY with respect to the Property or the leasehold interest under the DNR Lease during the term of this Agreement. 3.4 Risk of Loss. Risk of loss with respect to the Property and the DNR Lease Lands shall pass to BUYER at the Close of Escrow. In the event of any material damage or destruction to the Property or the DNR Lease Lands prior to the Close of Escrow (which, for the purposes of this Agreement shall mean damage or loss which is greater than Five Thousand Dollars ($5,000.00) to repair or restore), BUYER shall elect in writing, in its discretion, whether to close this transaction or to terminate this Agreement; provided, however, that in no event shall COMPANY be liable to repair or restore the Property or the DNR Lease Lands or any part thereof unless it agrees in its sole discretion to do so, nor shall the Purchase Price be reduced in any event. Section 4. Escrow. -7- 311385.5/018405.00004 t000o'Sot8 [0/S'S8£ I I £ HHI QNV AL2IHdO2Id HHL WOd HOMd HSVHO'Eld HHL QNV MOUDSH dO HSO'IO (MfIQHHOS HH.L IV HSVH I 2INQ HHI 2IHQNfl ISHXHINI Q'IOHHSVHI HHI CIMV AIXHdO2Id alll d0 HMVA 'IVfI.LOV HHI NHHMLHR HONHNHddIQ HHI NO IUVd NI QHSVg Hg TIIM MV I d0 LUfloD V NI QH'I,LLLNH Hg TIIAc1 ANVdWOO HHL HOIHM O,L SHJVWv(i HHI I •Z•Z'17 :HSfIVOHg NIVILUgOSV Oi IVOI.LOV2Idwl QNV lllfIOIddIQ Allawaxixa Hg T11M SgJVWVQ FI IS Lflg `SHJVWVQ HSHHL UOd NOI.LVSNddwoo Ol (IFFMLNH Hg THAA, QNV `(Hfl'IVA LHXUVW d0 SSOI 'VI.LNH,Lod QNV MOUDSH 10 MHL QNOAHEI HSVHI 2INQ HHL WHQNfl ISRXHLNI Q'IOHHSVTI HHI QNV All[HdOl[d JNIQ'IOH 40 SISOO QNV SISOO JNiSSHOO2Id QNV SH'IVS `JNI LHXUVW 9`I9V2IHAODaXNfl `S dHAflg 'IVIJ NHIOd 2I9HI0 d0 SSO'I OIL Clali it ION- Iflg JNI(Ifl IONI) SaDvwVQ 2IHddfIS 'I'IIM ANVdwoo `NHAfM Aff INRWHHWDV SIHL d0 HOVHNEI X0 IIf1VdHQ V dO INHAH HHI NI :IVH.L HH -DV ANVdWoo QNV WaAflg `MUH S'IVILINI XlHHZ DXIOV'ld Ag LVHL `WHAHMOH `QHQIAO'dd t,L'IIIVdgQ HOflS dO .LN(I000VV NO WHAflg ISNIVJV HAVH AVW JI IVH.L ALIflbH ?IO MV'I NI AC[aW u ANV Hf1SWfld AVW ANVdWOO QNV `XgAflg 01 H'ISVNJISSV SI JI LVH.I. 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QNV AlldHdOl[d HHI 'I'IHS Ol NOLLVJIIgO SII WOI Id QHSVH lHd HE TIVHS QNV MOWDSH SIHI 'IHONVO 01, QHIIILNH Em I ivHS ANVdwoD `-daAfm d0 ZIfIVdHQ V d0 NOSVH?I Ag H'IgVNJISSV SI II ,LNHLXH HHL 01 HSVH'I WNQ HHL dO JNRWN-DISSV NV ldHOOV QNV ADdHdOUd HHL d0 HSVHMIfld HHL H,LH'IdWOO 01, S'IIVd 2IHAfla dI Z•Z,t, 'WHAflg 01 QHQNfldH2l Hg TIVHS 2Mflg Ag ANVJWOO Ol LISOdHCI HHI dO .LNFIWAVd HHI `ANV IWOO d0 L IfIVd9Q V o.L A IH IOS HfIQ HSO'IO Ol S'IIV3 MOWDSH dI •MOWDSH d0 HSO'IO NOdfl HORId HSVHDWfld HH,L Q2IVAAO,L `NOHWHH.L QHfl2I3OV ISH2IHINI HLIM 2IHHLHJOI `QHLIQH2I3 Hg THM IISOdHQ HHZ HSIMdHH10 `SHJVWVQ QH,LVQIflaI'I Ha O,L clawgHQ Ha IIVHS JlSOdHQ HHL dO ANVdWoo OZ LMaWAVd HHL UgArIg do LgflVdHQ V 01 HIlQ HSO"IO OL S'IIVd MOWDSH dI 'ANVdWOO O12IHQ'IOH MO2IOSH AR QHSWflgSIQ Hg 'IllAk QNV H'IEWCMIJUNNON ATlfld 9WOOH9 THM ZISOdHQ QNOOHS HHI IOOZ `0£ 2IHgWUAON NO QNV `ANVdWOO 01219MOH MOWDSH Ag QHS MUSIC[ HE' 'TIIM QNV HlE[VQNflJa- NON ATIfld H�IOOHE THA IISOdHQ IS2IId HHI `i00Z `ZA"Iflf NO `£•Z•Z QNV E•i NOLLOHS NI QHgRIOSHQ-dHHIWfld SV I•Z•t, =gSflV'io Sgovwva GH,LVOM 1`I Z•tb •usano2 Itals luauzaas$V still `loilluoo jo ost,o uI •luauiaas2V still jo suoilipuoo put, suuol aul ul1M aout,ps000t, ui �.zadold OT Io alt,s atll jo 2uisolo aql ololduioo of pasmbas Xlgt,uost,as act, st, sluauinoop put, suoilonslsui It,uopIppt, Mons alnoaxa oI 0012E ANVdWOO Put, dgAflg illoq `sanaMoH •saploH MososH of ANVdWOO Put, XHAflg Jo suoponslsui oist,g aul alnitlsuoo Ilt,ils put, Mososa aul jo Ist,d t, aui000q Ilt,us luauzaas�?V siilZ •ANVdWOO Put, WHAflg of Xlldurosd luauiaasgV still jo It,uiSuo olt,oildnp e puas of put, luomoo fV sigl jo aft,d Issid ails uo uoilt,uuolui gill ui IIU of polorulsui XgasaLI si soploH Mososa Mososa pit,s ut palisodap aq Ilt,tls luauiaaBV still jo slt,ui2iso alt,otldnp (£) aazllZ («laploH Mososa„) saploq Mososa st, `,(ut,duzoO alliL o2fit,opgD illiM `Ioasail olt,p oill sallt, sXt,p (01) ual uppiA pouodo aq Iltgs Mososa us It,ill aas2t, ANVjWOO Put, WHAna •Mososa Jo SUIU5do I •t, LEASEHOLD INTEREST UNDER THE DNR LEASE AS SET FORTH IN THIS AGREEMENT, WHICH DIFFERENCE MUST BE BASED ON OPINIONS OF VALUE OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND 4.2.2.2 IT IS IMPOSSIBLE TO PREDICT, AS OF THE DATE HEREOF, WHETHER THE VALUE OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE WILL INCREASE OR DECREASE AS OF THE SCHEDULED CLOSE OF ESCROW, AND BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE, AND BUYER AND COMPANY WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF THE COMPANY FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR BREACH OF THIS AGREEMENT. 4.2.3 IN THE EVENT OF DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, (i) THE AMOUNT OF THE DEPOSIT AS SET FORTH IN SECTION 1.3 HEREOF SHALL CONSTITUTE LIQUIDATED DAMAGES TO COMPANY; AND (ii) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO COMPANY SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF COMPANY ON ACCOUNT OF THE DEFAULT BY BUYER. 4.2.4 AT ANY TIME AFTER BUYER DEFAULTS UNDER THE TERMS OF THIS AGREEMENT, OR AT ANY TIME AFTER THE DATE PROVIDED HEREIN FOR CLOSE OF ESCROW OR ANY EXTENDED DATE FOR CLOSE OF ESCROW, COMPANY MAY GIVE WRITTEN NOTICE THEREOF TO ESCROW HOLDER AND TO BUYER BY REGISTERED OR CERTIFIED MAIL AND ESCROW HOLDER SHALL PAY TO COMPANY THE AMOUNTS OF ANY DEPOSITS THEN HELD IN ESCROW, IF ANY, AND SHALL CANCEL THE ESCROW NO LATER THAN (10) DAYS AFTER RECEIPT OF SUCH NOTICE. 4.2.5 BUYER AND COMPANY EACH AGREES TO INDEMNIFY AND HOLD ESCROW HOLDER HARMLESS FROM ANY CLAIM BY THE OTHER ARISING OUT OF ANY DISTRIBUTIONS MADE BY ESCROW HOLDER IN ACCORDANCE WITH AND PURSUANT TO THE PROVISIONS OF THIS SECTION. 4.3 Title Matters. 4.3.1 Title Condition. 4.3.1.1 Subject to BUYER's right to terminate this Agreement pursuant to Section 4.3.2 below, and in addition to reservation of certain easements as further described in the Deed, and in addition to the CC&Rs which include certain permanent use restrictions as further described in Section 4.3.1.2 below, title to the Property shall be subject to the following: 4.3.1.1.1 Any and all existing building and use - restrictions, easements, rights -of -way, conditions, covenants, restrictions, reservations, liens, encumbrances, exceptions and other matters of record. 4.3.1.1.2 All dedicated roads, streets and highways. -9- 3113 85.5 /018405.00004 b0000'S0b8I0/S'S8£t i £ oq IIEgs moll gons `Xououu Xud of uoiJE2llgo uE of 2uiplai Isojolut (4!.inoas u sluosa.1dw ollp of uoildooxa aagio io oomuquuttouo `uatl XUP Juana aqJ ui JugJ ngJauj poptnoid puu :Jua mni2V sigJ oltmiLu of of .to monso asolo puu lunoiddustp Bons anium of aagJagm Ioala Xlew gq,�,ng `mozosg jo oso1O azojaq ao uo jaJJEut Bons anou101 of olqu IOU si ANVdwoo .to `zaJJEuu gons anoLua.t of Jou sJoaia kNV IWOD JLtana agJ ui JugJ `lanamog `papinoid `joll uu gons XuE jo lunoiddustp s,ggkrlg uodn posuq paJEuiuuol oq IOU ITEgs Juauu3312V Stg1 Juana gons ui puE `moiosq jo oso1O azojaq ao uo laJJELu Bans anoutat of spuaiut ANWWOO Jall 2utJijm ui-daAI1g Xjpou of `uoIJE2iIgo aqJ IOU Jnq `Jg2iz aqJ anug IIugs ANVdWoo `J_todaz faEJuoutalddns ao I.toda�j Xj uiuulazd E uI 2ui voddu uotJdooxo XUU 2utJI.tm ui sanozddustp ggA flg Juana agJ uI t" FE tl -joamigl IEnoiddE s,ugAng pauuaap oq llugs patgtoods autil aqJ uigJtm 2uiliim ui podai Xjujuauualddns AuE io poda-j X-uuiuuilaad agJ anoiddusip to anozddE of Ugx ng3o aanitu3 •zapunonq monsg jo osolo puaixa Juana ou ui Ilugs IEnoiddusip io lunoiddE aoj poitad gons IEgJ papinozd `I-todai X.tEJuauualddns gons Xuu jo Jdloow s,ugklg JaJiE SXup sEpualuo (IZ) auo-filuomJ uigJim podai XmIuautolddns XUP 2utit.uen ut anotddEstp .to anotdde IIEgs -dFl Vng `uotJippE ul •Jiodo-d fireuluuila.td aqJ 2utntaoa.I JOIJU SX73P aupualEo (TZ) auo-XIU3AmJ (it) .to `Juauu0a.u2V sigJ jo uotJnoaxa jo aJEp aLIJ jo sXEp n1pu3iEo (IZ) auo-,44mml (1) 3o ni-el aqJ si goigm olup aqJ aaojaq io uo poda-d ,ireutuutlatd agJ 21ILIA, ut anotddusip to anolddu Ilugs 2IgA q £'T'£'t, 'Juouuaa.t2V STTII oJui Jaiva of Juauuaonput IEizaluut E su s2I?8OD agJ jo suuai agJ of Ju0utaaa2E s,ggAng uo 2uiXjai si ANVdW03 Jugi spuuJsiopun puE sa2polmomloe uagljrg puE `suuaJ sJ1 of saaa2u put, S,WWOO aqJ spuuiszapun puu puaj sug 2IgAIlg IuLIJ sa2polmou4m, Xgo.ioq 2lgAflg •f4jadozd aqJ uo suotJoillsaz osn Juoumuod urRvoo `suotstnold .tagJo 2uouuE `uieiuoo s2ITOO oql •paap aqJ aolye XIolvipauimi popzomi oq Ii-egs goigm («s2i?8OO„ aqJ) Q Ilgigxg sE olonq pagoEJiu `asualaZl puE .tantum `suo110111sag asll puE luivauuuo.tinug `suotJipuoO `siuuuanoO Jo uotJutEloaQ puE Juouiow2V agJ ui gpoj Jos suolJipU00 put, suuol aqJ of Joofgns oq Ilugs kpodotd ags Z'I'£'ti -sJg21j 2uigsq Xuu put, `sJg2iu IE.zautuz puE `uogieoozpXq `sE2 `llo `aaJum Iiu puu 1�uV L'i'I'£'t, •fJZadoad oql jo uopaod Xu-e of Joodsai gJtm Ism iuui sJg2lj uEOI.Iautd aniJEN 1IE puu buy 9' T' T' £'t, '(S4jodo.id aqJ of ss000E 2uiureJuiBut zo 2uiutEJgo of 2uiJElaz sonsst fue puu `.sadid puu soiMpn `ssaoou uutuJsopod aoj ollsoil E Jo dlgszaumo `saJndsip ouil X.tupunoq `sdElzano `sluauugmotouo of pol!Lull IOU Inq 2ulpnloui) osolostp pinom S-podozd aqJ jo Xan.uns opmoou `Juauno u goigm zo `ic4ndozd agJ jo uopoodsut uE uioaj Juomdde s. peui ilV S'T'i'£'ti •paaapuaJ uaaq Jai IOU anEq sluauuolEJs goigm joj io algE,fud puE onp Ja.i IOU Jnq uall E 0.173 gotgm sJuauussossE puu soxEJ lumods puu IEzauo2 TTV t,'i'i'£'t, •,'�jadozd aqJ of olgoilddE Xjjiogjnu IEJu0uuLu0no2 zagJo .to IEdtolunut Xule Xq suotJottisaz put, 4suo.win291 `smul `sooaeutpto 2uiuoz puu 2utpl?nq iIV £TVE't disapproved and shall be removed by COMPANY on or before Close of Escrow, notwithstanding anything to the contrary contained herein. 4.3.2 Title Insurance. COMPANY shall instruct Title Company to issue, and it shall be a condition to BUYER's obligation to purchase the Property that Title Company commit to issue, a standard Owners 1970-B policy of title insurance on the Property in the amount of the Purchase Price in favor of BUYER at Close of Escrow showing the Property vested in BUYER, subject only to (i) the title matters which have been approved by BUYER in accordance with the provisions of Section 4.3.1 above; (ii) the conditions described in Section 4.3.1.2 above; and (ill) any matters created by BUYER. In the event BUYER desires an extended coverage policy of title insurance, COMPANY shall reasonably cooperate with Escrow Holder and BUYER in the preparation and issuance of such policy, including the execution of such documents as may reasonably be required; provided, however, that in no event shall any matter involved in the issuance of an extended coverage title policy delay or extend any times set forth in this Agreement. COMPANY shall pay only the premium for a standard policy of title insurance. BUYER shall pay the difference in cost in obtaining an extended coverage policy over a standard policy, including, but not limited to, any ALTA survey and additional endorsements required for such extended coverage policy. If there is a failure of the condition for BUYER's benefit described in this Section 4.3.2, then BUYER shall have the right to terminate this Agreement and to receive a refund of the Deposit. 4.4 Deposits Into Escrow. BUYER and COMPANY shall deposit into escrow, on or before Close of Escrow, all documents and funds necessary to carry out this Agreement, including: 4.4.1 By COMPANY 4.4.1.1 A Limited Warranty Deed, in the form attached hereto as Exhibit E (the "Deed") for recording, which shall be duly executed and acknowledged so as to convey to BUYER all of the Property in accordance with the terms of this Agreement. The Property to be conveyed pursuant to the Deed shall be subject to certain easements reserved in favor of COMPANY and benefiting COMPANY's Adjacent Properties as more particularly described in the Deed. The exact vesting required by BUYER shall be submitted into escrow by BUYER no later than fourteen (14) days before the scheduled Close of Escrow. 4.4.1.2 A certificate of its authorized officer to the effect that, as of the date of the Close of Escrow, it is not a foreign person as defined in the Internal Revenue Code of 1986, as amended, and Income Tax Regulations ("FIRPTA Certificate"), such FIRPTA Certificate to be substantially in the form described in Treasury Regulation Section 1.1446-2(b)(2)(iii)(B), or otherwise within the requirements of Section 1.1445-2(b)(2) of that regulation and any comparable state or local laws. 4.4.1.3 The CC&Rs, in proper form for recording, which shall be duly executed and acknowledged. 4.4.1.4 A Bill of Sale in form attached hereto and incorporated herein as Exhibit F (the "Bill of Sale"), in proper form for recording, which shall be duly executed and acknowledged. -11- 311385.5/018405.00004 b0000'5Ob8I0/S'58EI I £ _ ZI _ -SOBJego palEla.z puU saaj ptLs Jo (Z/I) 3ILq-ouo pied gouo IIEgs olonq soured agl uogl `suoqu2?ijgo I>;ualeu.T anTloodsw TTagl jo Xue uuojiod of sailred gloq jo omlre3 agl3o osnleoag saluumual moioso pins 3I I.9•t •IuauTaaz�� slgl ui paguosap iogvT sL, IlsodaQ agl of slqi?T.I S,ANV IWOO aql pUB s02.Tego polelaa pue saaj mozosa jo sailzud zo fli-ed jadozd agl gig luou Xvd aqI of Kluo loafgns `moTosa uT cures pallsodop goigm fgjud oqI oI glimgl.Toj pouznlai ag llugs monso uT uogl spung agl3o ii-e puU luaumoop goga `ANddYNIOO 10 "UHAflg ,fq IInujop ou 2uiuinss-o `pue paleutuual gjjmgljoj ag IlLgs monso pres `uiajaq papinoid st moiosg jo asolO aoj polnpagos ol-ep aqI uodn osolo lou soop monso 3I • I OOZ OZ iogLuaoo(j azojag .To uo osolo llegs monso `luauiowBv sTgl jo suuol oql of luensand papualxa ssolufl aleQ utsoID 9 t •monsg jo osolO oql p, aaegs poltaoA s,ANddWOO gjIm polipwo oq Ii-egs AmVdWOD •suzMw zo spodoi Bons uo poloallai saxtj Bons Ilu saTliaoglne fuixel aql of pred ag of osneo io Xud IiL,gs pine `MoJosg jo asolO aql 101ye ao uo anp am goTgm soxel of luoploui sumlaz pue slzodaa pa.nnbal Ilu polg ag of osnt,o zo olg llugs 2lg,Vnq •mozosg jo osolO aql jo olep oql jo su soillud oql uaamlag poluioad oq IILgs `fim 3i `jeoX luosg Iuauno oql Toi osea7 2INQ oql -ioj sluoLuXtd Iielua.T agl pm, sluauussosse `soxul Xpodo.Td lt?a.z uoilvltuuil Inoglim Ouipnloui `osuodxa put, amoom jo small IIV •suoilE.To.Td S•t •pa2polmou3lou pue palnoaxa Xlnp oq Begs goigm `2uTp.Tooaz -ioj uT.Toj Tadoid uT lasva7 ggAng jo uoll-ouiuuol aqZ S•Z•t•t •asua7 -JNQ 3o uoTlUuluua L .To Iuauxugissy oql of luasuoo uallum pozuoglnu flnp s,ZINQ opnloui puL, po2polmomlou puL, palnoaxa ,�inP ag Iimgs gaigm `aseaZ 21KQ jo uoill?utuual, Jo luou alssd aq.L t•Z•t•t •p02polmou)lo-e put, polnaaxa fgnp ag llugs gotgm `2ulpzooaa ioj uuoj iodo:td uT `aluS jo IlIg oqj £•Z•t•t •po2polmouilol; pue palnoaxa XInp ag llags goigm `.EuTpaoow •To3 uuoj ndozd uT `sg2yOO all Z•Z•t•t •olgeoilddl? 31 `Z•E•t uoilooS of lu73nsmd sluotuaszopuo. ltuoilippt; jo slsoo aql 2uipnlouT `aoulezTlsuT ollil jo Koilod 02Rzan00 papualxa me ioj uzniuuaad Ieuoilipp-e aqI snld `uol2UTgsLM `,14unoO gsiuzogouS uT sooilovzd pnpuuls an sL, sa2rego pol-elaz pug saaJ moloso jo Qxegs s,ZJg k snld `llsoda(I oql ssol `aoud osugo.md oql 2ulluosazdw spuTg algulrenu �Clalvipauuui 30 JgJsuuzl azim .To `aaplol-I mo.zosg of olquived )Ioogo s,zatgsuo `gsvo I •Z•t•t 'dHAflg Ag Z•t•t •pagpolmo"ot, pu-epalnoaxa XInp oq llegs gotgm `2ulp.1000.1zoj uuoj aadoTd uT `(„asEa-I -JgAng jo uoileu[uJray„ agl) rJ l grgxg se uia�aq pop odzoouT pule ola.Taq pagoeIlt, uuoj ui asta7 ggAng jo uoTl�utuua L V 9• 1 •t•t •po2polmomloe pus palnoaxa XInp ag 117ags gotgm `soiljtld oql of o1geldoom, XIguoseai uuoj uT `(„asea7 ��o uollI?uluuaZ 10 Iuauru mv, agI) asea7 gNQ Jo uoilButuz.IoL ao luauTusissd U' S•I t•t 4.6.2 If said escrow terminates due to the failure of only one (1) party to perform any of its obligations, such defaulting party shall pay all such fees and related charges. Such payment shall not affect other rights between parties. 4.6.3 Except as otherwise provided in this Section 4.6, escrow can only be extended upon BUYER and COMPANY agreeing to an extension in writing and signed by both BUYER and COMPANY. 4.7 Close of Escrow. When all of the conditions and instructions herein provided for have been satisfied and properly complied with and said escrow is ready to close in all respects, Escrow Holder shall promptly close same by recording all appropriate documents in the sequence described below and delivering to each of the appropriate parties all the documents and funds on deposit in said escrow as herein provided, subject to the payment by ,each party, respectively, of one-half (1/2) of the escrow fees ("Close of Escrow"). 4.8 Recording Sequence. At Close of Escrow the Escrow Holder shall record all documents contemporaneously, in the following sequence: (i) Deed, (ii) CC&Rs, (iii) Bill of Sale, and (iv) Termination of BUYER Lease. 4.9 Possession. Possession shall be delivered to BUYER at Close of Escrow, at such time as agreed upon by COMPANY and BUYER. Section 5. Environmental Matters 5.1 Prior Use 1 Transfer of Liability 1 Release. 5.1.1 Prior Use / NFA Status. BUYER acknowledges (i) that the Property and the leasehold interest under the DNR Lease is adjacent to property which was once used for the storage and handling of fuel hydrocarbons, and that fuel hydrocarbons were transported across the Property and the DNR Lease Lands, (ii) that Contamination may be present on the Property and the DNR Lease Lands as the result of the transportation and handling of fuel hydrocarbons; (iii) that there exists no "no further action" letter or equivalent from the applicable Agency for any of the Property and the DNR Lease Lands, that no such letters may ever be issued in connection with the Property and the DNR Lease Lands, that COMPANY will take no action to obtain any such letters for the Property and the DNR Lease Lands, and that BUYER will endeavor to obtain a no further action letter from the applicable agency based on sediments testing during its due diligence of the Property and the DNR Lease Lands; and (iv) Buyer has had an extensive opportunity to otherwise perform and has performed environmental due diligence on the Property and the DNR Lease Lands. 5.1.2 Transfer of Liability. In full recognition of the the matters set forth in Section 5.1.1 above, and excepting only to the extent expressly set forth in Sections 5.2 and 6 below, BUYER agrees that it is the express intent of the parties that: (i) upon Close of Escrow, the risk of any Contamination on, under, within or emanating from the Property and the DNR Lease Lands shall shift to BUYER, and (ii) COMPANY shall have no obligation for any Contamination, on, under, within, or emanating from the Property and the DNR Lease Lands, including but not limited to any remediation thereof. Expressly, but without limiting the generality of the foregoing, excepting only to the extent expressly set forth in Sections 5.2 and 6 below, COMPANY shall have no liability for remediation of any Contamination of the Property and the DNR Lease Lands, for changes in any laws, regulations, guidelines or other criteria concerning appropriate levels of cleanup of such Contamination, or for any third -party claims resulting from any such Contamination. -13- 311385.5 /018405.00004 b0000'S0b8I0/S'58£I I £ ME zo lunlou of suoilou osuodsoi o1yemsop io `olmdozddu `fauss000u Xuu $unjEl puu `uoiluuuneluoO a1guoi1ddy jo uuiulo Xuu 2uiluBpsoAui 3o asodind oql jol `ANV IWO0 of Isoo ou lie f4iodoid aqJ of ssaaou Iduuoid `sauuil luaivanuoo Xjjunlnuu It, puu oopou aiquuosew uodn `sluuljnsuoo puu SIM& sii `ANVJW00 BuTmoliE Xq ANVdW00 glim olEiad000 hugs 2lgAf1g Z'Z'S 'luouiaa.iSd sigl jo uoisinoid soopou oql ui glioj los su possaippu `aalluuu gons Jo'SUTIIJM ui ANddw00 XJilou `uiiulo Jo aoilou .io Xaanoosip plus jo s�iup (0£) S--plgl uiglim asuo XTOAa ui puu `Xjaluipoui-Lui Iluls li `uoiluuituuluo0 alguoijddy Bons jo Xouo2V uu iJ u uuoilulo ao aoiJou aniaoaa hugs jo aoiluul uiuuo0 ojquoijddV Xuu Janoosip hugs 2lgAflg IuaAa agl uI I'Z'S :suoilipuoo put; suoil-elituil guimollo3 all of loafgns Xlssa.idxo oq jjugs npunonq suo1lu21igo s,,XxV Jw00 Iugl `zanannoq `papinoid `ggAng puu XouagV oql Xq panoiddt; uuld uoiluipauia.i u glim oouupi000u ui fx1jodoi j oql uiglim ao uo uoilt?uiuumuo0 ojquoilddy Bons oluipauiaj puu 01u041sanu1 `osuodxo puu isoo Ojos sli it, `hugs kN`ddwoD uagl `moloq S'Z'S uoiloaS ui pagloads nging su uopt?ln2oi io mul ojguoijddu Xq pwinbai si uoTiuipauuai io/put; uoTJu2iisanui IuJuauiuoilAua JugJ Juana aqJ ui puu `dnoi0 gg * Jo logmai Cuu zo ggAng jo sa1llATlou agl Xq polugiaouxo uaag lou suq uoTlt?JOTUI guns put: mozosg jo osol0 zailu soiliadoid luaoufpV s,ANVjWOD uuoij Xvodoad oql oJuo POI-eJBI z sug sanoid ggAflg goigm `S-vadoi(l Ogl uigiim jo uo uoiluuiuut?luo0 ojgeoilddd Xim spug `Z•L uoiloaS ui paquosap zaglin3 su 10au2issu sli zo -dgAng Juana all uI `Z'S uoiloaS sigJ J0 suoisinoid oql of loafgns `XmIu:oo agl of uionq poupiuoo -Ouigii�uu 2uipuuisgl1mioN •luouui7auuuo0 uoiluipauuag poliuui7 S,xKvdwoo Z'S :S'IVLLINI S'WaAfM 'jolgOP agl glim luauuolllas siq poloallu X11miol-ew anuq Isnuu uiig Xq umo" ji goigm `osuojaz oql Suilnooxo jo auuil 0111 It' .zonuj siq ui Isixa of loodsns .io mou)j lou saop iolipwo oql goigm suuiujo of puolxo lou saop Osuolai ju.iauai? V :smolloJ su spe3i Zt,gI§ OPOD Iin10 u1ua0l1lu0 •muj uoJj?uilsum alguzudmoo io juliuiis Xuu .uo ZbSI§ OPOD IiniO uiuzo31iu0 .iopun slq2?iz IIu puu Xuu sanTum igoioq puu fanfui .10 Wumup `ssoj `suum,10 posuojag poludioiluuun 10 umou)lUn Bons IIu of Xjddv hugs osuolai sigl Iugl sow& puu )jsiz sill sauunssu ggAng puu `moaosg Jo osoiO to auuil oql it, poludioguuun zo umo"un oq fim goigm put; `osuajw sigl3o loafgns oql a -it, goigm sialluuu oql Xq posnuo Xum ouios ui am, goigm soiinfui .io a5uu up `ssoj zallns To suutuj0 posualag inoui Iiim 2IgAflg `moJosg Jo asO10 of luonbosgns Iugl `)Isi.z u si amgl Iugl sam2wai .iogiznl 2lgAflg '(«suu1u10 pasuOJOX, `Xlanil001103 Puu XIi1anp1A1Pu1) smut Iuool .10 `Iu.10pal `oluls alquauduuoo io jeliuiis m `((1SOi'OL '110 tAA02I) Iod 10JIu0O soixoZ 10PO j uoI2uigsuAA, agl `(• a� 1069 0Sf1 Zp) V-UlI `(' O� 1096 0Sf1 Zt)V'IO2Ig0 aapun uiiulo Cuu of paliiuuii lou inq 2uipnjoui `purl Xuu jo Xioagl io uoilou jo osnuo 10ol `uoilujn2oi `oouuuipio `alnluls `muj juool io oluls `laiopaj aininj io fuilsixo Xuu npun `spuu7 asua? 2INQ agl puu Xliodoid agl of loodsoi glim inoui fuui 11 sisoo osuodsai Xu-e zoj `osim_iaglo io omesinu `ssudsa.il `(ssoulli ao finfui 3o aual ao ssO.ulsip Iuuopouua zo Iuluaui zo `onjuA ui uoTinuiuuip `uoildnualui ssauisnq zo `filiunlioddo ssauisnq .io Igozd poludioiluu `sluaz `osn jo ssol jo3 suuiulo of poliuuil Iou inq Ouipnjoui) sa2uuiup juiluonbosuoo ao `loaiipui `juioods Xuu .ioj suuiujo Xuu ioj .To a2uuuup ki_iodoid io `ssoulli `,Wrui Xiipoq `gluop ioj suuiujo Xuu uo1JuJ!wil inoglim 2?uipnjoui `aaidMoop all of polulai uouluuiuiuluo0 Xuu Ouipnjoui `spuuZ asua? -dNQ all puu Xpodoid agl to sluauzanoiduij jo `saalum ooulins `jolum jo saipoq `zalumpuno.i2 `sluowipos `sjios all uuoij 2uipuuuua io `ui `npun `uodn uoiluuiuuuluo0Io uoiluipowoi so luouissossu `aoualsixo all LIJim uoiloauuoo uT .io Jo ITTo Ouisixe `spui)l ilu jo uoilou jo sostuuo puu `sosuadxo `sisoo `spuuutap `sO27amup `XIiliquij `suuiujo IIu woij dnoa0 ANVjW00 jo zagwow goua puu ANC' IWOD sosuaja.i Xgazaq 2lgAflg `g puu Z•S uoiloaS ui lliol los Xjssoidxo luoixo all oI Xjuo ftldooxg •osuaiag £'i'S alleged Applicable Contamination, including, without limitation, excavation, sampling, or installing, operating, maintaining or removing any monitoring or remedial equipment, devised or systems. 5.2.3 COMPANY's obligations hereunder extend only to remediation made necessary by COMPANY's activities, and do not extend to liability for any Contamination or exacerbation of Applicable Contamination (i) due to acts or omissions of BUYER or any member of the "BUYER Group" as defined in Section 6 below, or BUYER's predecessors (other than COMPANY), successors or assigns, or (ii) due to the acts or omissions of any third parry, including but not limited to BNSF and other past, present and future owners, invitees, and users of the right of way between the Uplands and COMPANY's Adjacent Properties. 5.2.4 COMPANY's obligations hereunder do not extend to any Indemnified Claims, as defined in Section 6, except for remediation specifically required under this Section 5.2. Without limiting the generality of the foregoing, COMPANY's obligations hereunder do not extend to any consequential damages, or to any cost or expense for construction, engineering, operation or maintenance requirements for any development of the Property or the leasehold interest under the DNR Lease necessary or claimed to be necessary by reason of any Contamination. 5.2.5 COMPANY's obligations hereunder apply only with respect to Contamination levels in excess of the levels specified under MTCA, including any applicable provisions of the Washington Administrative Code, effective as of the First Contingency Termination Date, and COMPANY shall not be responsible in any way for any changes in MTCA or other laws or otherwise for any more stringent cleanup levels after such date, but any later reduction in cleanup levels under any such laws shall apply with respect to COMPANY's obligations hereunder. 5.2.6 COMPANY's obligations under Section 5.2 shall expire and be of no force and effect (1) upon receipt of a no further action or comparable letter with regard to both soil and groundwater contaminants on a portion of COMPANY's Adjacent Properties commonly known as the "Lower Yard", which letter shall be deemed applicable notwithstanding any institutional controls or reopener provisions commonly contained in such letter; or (2) as the parties may otherwise agree. 5.3 Definition of Contamination. The term "Contamination", as used herein, shall mean any hazardous or toxic material, substance, chemical or waste, contaminant, emission, discharge or pollutant or comparable material listed, identified or regulated pursuant to any federal, state or local law, ordinance or regulation which has as a purpose the protection of health, safety or the environment, including but not limited to, asbestos, petroleum or petroleum products, methane or and natural gas or wastes derived therefrom and including hazardous materials as defined under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 42 U.S.C. § 1251 et seq., the Washington Environmental Policy Act, RCW Ch. 43.21, the Washington Water Pollution Control Act, RCW 90.48.010 et seq., the Washington Hazardous Waste Management Act, RCW Ch. 70.105, the Washington Model Toxics Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder. 5.4 Definition of Applicable Contamination. The phrase "Applicable Contamination", as used herein, shall mean Contamination of the Property caused by COMPANY during its ownership of the Property and COMPANY's Adjacent Properties from use of the Property and COMPANY's Adjacent Properties as a facility for the storage and handling of fuel hydrocarbons. -15- 311385.5/018405.00004 b0000'50b8I0/9'98£i I £ -91- los S41umopui aqI of paliutil oq llugs Jopunonq suoilu2ilgo s,2lgAng 12uisolo moioso Inoglim luaui0312d sigl Jo U04VUIuual u Jo Iuana agl ui lugl `aanamoq `popinojd `.luouixu2V sigl jo uoiluuiuual �fuu aniAIns Ilugs ,liumopui sigZ •,igoiogl palliuuod �liuwopui uznmixuuz agl oiuosajd of su os poti4suoo oq Ilugs Xliimopui Mans `mul alquoilddu Xq palliuuad Imp paaoxo of umimpsimf luolodumo jo lmoo u Xq pwaluo luaui$pn f Iuui3 u ui punoj si uiaaag Joj papinoid aapunaiaq X41umopui agI Iuana agl ul •I113uua.12V sigl zapun ANV jW00 of 2IH VnE[ Xq papinoid oq of paiinbaj om-unsui jo sadXI jo slunouiu oql Xq poloialsa:i io paliuiil oq At?m ou ui Ilugs japunwoq X41uwopui s,2IHAIlg •uoiluuiuiuluo0 olquoilddd Suipzuoai X41lua luaunuano.2 u Jo .io dnojo gaT n g jo surtu10 pa9iuuzapul Xuu zoj dnoz0 ZlgAf1g oI ililiquil Xuu seu xwCIN00 lugl uvaut of polaidaalui jo powoop oq uoiloas sigl ui tpoj las suoilu.2iigo SIiuu opui s,dno.1O 21HAng uioij uoildooxo anoqu aqI Bugs Iuana ou ul (<<suiigl0 d pngy„) dnozO waAflg agl jo ioquiaui Xuu /iq polugiaouxo uaaq lou sug gotgm uopummuluo0 olquoilddd jo llnsai aqI si sanoad wgAng ui1u10 paidiuuzapul goigm dnoaO 21aAn g auI Jo nquiouiv Iou si oqm zo S4guo luouzuzan02 u Iou si oqm uoszad u Xq opew uiiBIO pog!uuzapul Xuu .ioj zapunonq A_�Wjw00 Xjiumopui of pazinbo.i oq Iou Bugs 2IHAflg `.ianamog `fiuzluoo agl of uia.iaq poureluoo.2uigjXuu 2uiPuulsglim4oN 'luauiaa.2V sigl jo alup aqI zalju fqjadoid aqI uo pazm000 goigm dnoJD AN-ddWO0 aqI 3o aaquuauz Xuu ao ANV,1WO0 30 lonpuoosiuz Irgilim ao ooua2il2ou oql Xq posnuo uaaq anuq oI (palsnugxo uaaq anuq sluoddu polo JIB Pue unu oAuq spopod luoddu lit, zagu luoui2pnf u oq llugs 1'9 uoiloas sigl jo sasodind ion goigm) «lua pnr luur3„ u Xq umogs On dnoiO 2lgAng uugl ioglo �4iluo Jo IunpiAipui Xuu Xq opuui suiiui0 poglumopul of loodsw glim saallum Bons lugl Iualxa oql of ldooxo `olquil Xlalnlosqu -To Xlloizls oq of Jo `Xlanissud so Xlanilou `Iuo2il2ou uaaq anug of uano.zd zo pai?allu si ANV TWO0 ja potIm `anoqu (11) Jo (1) suopoosgns of Iuunsind opuui oxe smiu10 pagiuuiapul qons Jaglagm `Iuana XJOAa ui XIddu Ilugs 1-9 uoiloaS sigl zapun suoilu2ilgo s,2IHAfIg •(«suzi iO pai iuivapuI„ su Iuauiaaz�d sigl ui oI pauajaJ Xlaniloaltoo puu SIlunPiAiPui �uio2aiOT agI 3o JIB) spun -I asua'I 21NM �ij aql puu iodoad agl uioij Ouiluuuuia .io `uiglim .io .iopun `uo 2uilsixo (luouiaa.i�V sigl ui paugap si uual lugl su) uoiluuiuzuluo0 Xuu of 2ugelau sialluui of polituii lou Inq $uipnloui `mozosg jo osoi0 nUie spuuj ostoq WN(I oql puu Xiadoid agl uiglirA Jo jopun `uo &iun000 jo 2uilsixa uoilipuoo Xuu JO spuu-I asua-I AIM aqI puu fqjadoid aql UT lsaialui Xuu jo 2?uiploq agI ao spuuZ asua? 211`I(I oql puu ado:d agI uiglim Jo .iapun `uo uoiluzado zo jo osn :io uoissossod aql (ii) zo `(,,noar0 21H1tfff, aqI `XIQAiloaiioo PUB Sllunpinipui) zolouiluoogns zo .iolouguoo `aassol `luuuol qons Xuu jo slson2 ao saalinui `sooXoldwo `sluuAias `slug u aql Xq Jo `ZlgAng Xq paxolduia zolouzluoogns jo aolourluoo Xuu Xq ao `sisoa ao `saalinui `saassol `sluuual `sooXoldiuo `sluun_ias `slua2u `s.ioloaaip `siaoUjo aiogl `soppuo Joss000ns zo poluilUju sli zo 2IHAflg Xq Iuauiaai2?y sigl Jopun uoilu2?ilgo JO uoilou puu 3o oouuuuojJad-uou zo oouuuuojjod oql (i) glim uoiloauuoo ui Jo jo Ino Suisin (Iuuosiad Jo luai) ,Cljadoid Suu jo uoiloiulsop Jo ssol zo of o2 uzup woij Jo/puu `(paugap uiazaq si uual Iugl su) dnoz0 ZIgk n g jo saaquiauz of paliuzil lou Inq Buipnloui `suoszad io uoszad Xuu jo funfui io `ssaulli `glBop aqI jo suiiulo of paliuzil lou Inq 2uipnloui `spurt JIB jo uoilou jo sosmo puu `sosuadxa `slsoo `spuuuzap `saguump `X4iliquil `suiiul011u puu Xuu uiozj ssoluuug puu oa.ij `(, naa0 )U Nd OO„ aql XIaAiloalioo puu XIlunpinipui) sooXolduia puu `sluuAns `slua$u `sjOuliud `saaquiaui `sioloolTI? `siaogjo aniloodsai uOgl puu `(uoiluzodio0 luooufl uoiluliuul lnoglim 2?uipnloui) someduioo Joss000ns puu `pa4uili33u `XiuiPisgns `luaiud sli `AN`d IWOD ploq puu `Xjiuuiopui `puajap `looloid Ilugs `(pougop uianq si uuol lugl su) ,dno o da ng„ jo jIugoq uo puuAasli JOJ `WHAflg `Z'9 uoiloaS Puu Z'S uoiloaS ui iMoj las filssaidxo lualxo oql of Aluo �?uildooxq •uorluorliuuzapul s,Ya ng i'9 'QH.LdI.LOOHN A I ivfiifiw MNd ATivoijI0Hds NHHg HAVH MUM Z'9 MNV I.9 NOLLOHS NI MHNIV1NOO SNOISA0Nd A1INW9MNI HHL uoil>;aglumapul 9 u0143as •fqjadojd agI uo uoiluuimuluo0 Jo suotlipuoo JOAO uoiloipsianf fuilzassu XIluiilou `-IgAng fuipnloxo `,1Iiaoglnu luaulu3OA02 luool .io aluls `Iu.iapaj Xuu uuoui Iluqs `uiazag posn su `,,oua V , uuol agZ •,,aua V,, jo uoiliugo(j 9*9 forth in (i) above. For the limited purpose of this paragraph, BUYER expressly waives immunity from suit under the Industrial Insurance Act (Title 51 RCW) to the extent that such waiver is expressly required by the laws of Washington. 6.2 Seller's Indernnification COMPANY, its parents, subsidiary, and affiliated companies (including without limitation Unocal Corporation), shall protect, defend, hold harmless and indemnify BUYER for any and all personal injury claims brought by COMPANY's employees or contractors arising from injuries sustained on the Property by COMPANY's employees or contractors acting within the scope of their respective employment and that accrue prior to the closing date of this Agreement. Notwithstanding the foregoing, however, this provision shall not apply to the extent any such personal injury claims have been caused or exacerbated in whole or in part by any acts or omissions of any member of BUYER Group. For the limited purpose of this paragraph, COMPANY expressly waives immunity from suit under the Industrial ,Insurance Act (Title 51 RCW) to the extent such waiver is applicable and expressly required by the laws of Washington. Section 7. General Provisions 7.1 "AS IS" PURCHASE. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BUYER AGREES THAT THE PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER, AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE IS TO BE ASSIGNED TO AND ACCEPTED BY BUYER, "AS IS" AND "WHERE IS," WITH ALL FAULTS, IF ANY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE, AND COMPANY DOES HEREBY DISCLAIM ANY AND ALL, AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND TO BUYER INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATING TO THE PHYSICAL CONDITION OF THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER, AND OTHER IMPROVEMENTS, IF ANY, AND PERSONAL PROPERTY, OR THE HABITABILITY OF THE PROPERTY AND THE DNR LEASE LANDS, IMPROVEMENTS OR PERSONAL PROPERTY, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE. BUYER COVENANTS, REPRESENTS AND WARRANTS THAT (i) BUYER HAS INSPECTED OR WILL INSPECT THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER AND OTHER IMPROVEMENTS ON THE PROPERTY, IF ANY, AND ALL MATTERS RELATING THERETO WHICH BUYER DESIRES; (ii) NEITHER COMPANY NOR ANYONE ON COMPANY'S BEHALF HAS MADE, OR IS MAKING, ANY WARRANTIES OR REPRESENTATIONS RESPECTING THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER AND OTHER IMPROVEMENTS ON THE PROPERTY, IF ANY, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY; (iii) BUYER IS RELYING SOLELY ON BUYER'S OWN INVESTIGATION OF THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER, AND OTHER IMPROVEMENTS ON THE PROPERTY, IF ANY, AND ALL MATTERS PERTAINING THERETO, INCLUDING BUT NOT LIMITED TO THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY, THE DNR LEASE LANDS, AND THE IMPROVEMENTS; AND (iv) EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYER IS PURCHASING THE REAL PROPERTY AND IMPROVEMENTS, AND ACCEPTING AN ASSIGNMENT OF THE DNR LEASE TO THE EXTENT IT IS ASSIGNABLE, "AS IS." -17- 311385.5/018405.00004 b00oo'Sob8I0/5'58£ I I £ `littu saitlS paliun lq luos Moo t put `pauziguoo idiaoaz pun uoissiuzsunzi lllm `ouigonui opiuisonj Xq uoissitusunzi zalln Anp (I) Quo (o) zo `pindazd oBulsod `polsonbaz Idiooaz uznlaz `litui saltlS Paliufl pazaisi2az zo palilzao � q 2uilinuz zalln s�ltp (£) oazgl (q) `panzas 'lllnuoszad (t) uagm paniaoaz pauiaap oq lltgs PUB 2uiliz" ui oq Iltgs zapunazag sum oala zo sjtnozddn `sisonbaz `sooilou XuV •saoiiom 9'L S'IVLLINI ANVjwOD S'IdI.LINI WHAfIg 'ANVdWOD Xq gdtz,9tznd sigl jo gouazq t uzoz3 Suiltnsaz smitlo Xun uzog ssolturtg dnoz0 -ggAng put -dgAng plan a; saamds pima sogluuiapui Xgazail AxVdwoo Pun `xgAng Kq gdtzi?tztd sigi jo q atq a umoi,I SullInsas su2ie13 clue tuoxj ssaltuzuq dnojD AM-VcIW00 pun AN.VdWO3 PIog oI saaz2*n pun sargiutuapui Aq;Djaq -dgAng •olazagl loadsaa tglrm zapug zo za�Iozq t 3o il[lioudto aqI ui Ion of 2uilzodznd ouo)lut glim Ilnap filzud dons snq zou Iuomow2V sigl Xq polulduioluoo uoilousunzl agl of loodsaz glim uoissiunuoo zo aaj s,zapug `aaj a5tza)Iozq Xut opntoui asimzalio zo Ad of paazft Iou stq put Iuafn zo zapuH za3lozq Xun poXolduuo Iou sag klznd gons Ingl zaglo agi of sluosazdaz put sluuzztm flgazaq gana kNV(IWOD Put 2XgAfIg s tioissituuioO S'L •olazag soilztd agl Xq mozoso olui polisodap si Iuaumaa12?V sill Io Itu12Tzo aitoildnp polnooxa klnp u itgi aiup aqI oq Ilugs goigm mozoso 3o 2uiuodo aqI uodn aouaurmoo Iings `poinis osimzaglo ssalun `siituil atuil ill put 2uiiizm ui aq Iltqs uiazaq zoI Polito sltnoiddu IIV •sttnoz 'Xlmud zagiout Io lot of aznlitj zo lot oli zo3 f mud auo uodn Xltliqutl osodLui pinom goigm uoiltioosst It2ol jo uuoj zagio Xut jo zo aznivan luiof Io zo digszaulztd jo zo Iuo e put Itdiouizd Io digsuoiltlaz agl 2uiltazo sn poruisuoo aq Itngs uiazaq pauiniuoo Suigiou itgl oaiRe ANV IWOO Put 2lgAfng oua d zo ilszaupe'l ON £'L •mtl jo uoiluzado zagio zo uoiitziut2?zoaz `za5zauz Kq lllznd pzigl t of (Z) zo :A41luo polulaz ANV TWOO n (I) of suoilu5ilgo put sig2iz SIT SuBissu AxVdwOO zo `.joazag J7.1 uoiloaS ui glzoJ ias st 02unlox0 ut st uoilousuuzl sill loaga of sloola ANVdWOO 3i zolupow000t o3utgoxo up of zapunazag slg.Riz SIT su21sst ANV IWOO sn Buol os paivap oq Iou lings luasuoo `2uio2oigj agl 2uipunlsgiimgloN �gAng Xq ptaggiim Xlgtuostazun oq Iou llugs goigm `ggAng uzozJItnozddn ualizim .2uiuinlgo iszg inoglinn zopunazag suoiltfilgo put slq2?iz s,ANV IWOO uSisst Iou Iltgs ANVJWOO •uiazag gllol Ias st sosodznd oilgnd agi 2uigsildui000t jo asodznd olos all zoi paitazo si VVQd gons Itgl put `olazag sligigxo aqi put luatuaaz$V sigl jo suimal all oI lutnsznd ANVdWOO of olgtiI XIlnzanas put Xlluiof oq hugs VQd pun aaAng gloq Ingl zanamog papinozd `(«�'Qd„) Xlizoglnt Iuatudolanap oilqnd t of luatuaazi?V sigl zapun siq�?iz SIT u�?isst Attu -dq, f g `�uio�azoj agi 2uipunlsgiimlo�I •luasUO3 gons ui papinozd Xlssazdxo Iuaixo aqi of idaoxo 3oazal suoisinozd agi jo Xun 3o ANVjWOD flq zaninm t pouioop oq IItgs zapunazaq ANv IWOO Xq luasuoo uallizm ON •olazaq lutnsznd mozoso fun put Iuauzaaz2V sigl pion PUB alnuiuual iitgs put ivauzaazj?V sigl zapun llntlap n ainiiisuoo Iltgs `Innozddt uoilizm s,ANVdWOD Inollim `fqiiuo zo uoszad zaglo glut grim zo of ZlgAflg Xq `luatuaaz2t zo luomu2isst XUV •ANV(IWOD Xq plaglim ilgvuosvoxun oq Iou hugs Innozddt goilm `ANV IWOO tuozl Itnozddt uaiiizm Suiuitlgo Is.ig inoglim `algtu2?isst si Ii ltll lualxo aqi of osnaZ 2INQ aqi jo IuatuuSissn up Id000n of put `f4iodozd aqi osngoznd of siq.2iz zo ui Isazaiui s,ggAng osngoznd of szaJJo lioilos zo ufissn of zallo `uSisst of aaz.2n ` 2issn Iou Iings 2IgAng put `ggAng of Ituoszad oq Iings luowooi2?d sill, watu issZ'L S'IVIIINI SlwgAfIg 'SINFIMIOOQ MMSO IOSIQ E1111 JO ANV JO SSgNHlEI'lclWO0 UO AOVdfIOOV HHl ONIXUHONOO SNOI.LVINEIS92IdMI XO SHILNVUUVAi `ANV SWIVZOSIQ A ISS9UdXH QNV `ON Sg-IVW ANVdWOD ,LVHl SHOQ91A10N�I0V XgAaR addressed to BUYER as follows: The City of Edmonds 121 5u1 Ave. N. Edmonds, WA 98020 Attn: Mayor Gary Haakenson Facsimile: (425) 771-0252 Telephone: (425) 771-0247 with a copy to: Ogden Murphy Wallace, PLLC 1601 Fifth Avenue, Suite 2100 Seattle, WA 98101-1686 Attn: Scott Snyder, Esq. Facsimile: (206)-447-0215 Telephone: (206) 447-7000 and addressed to COMPANY as follows: Unocal Asset Management Group 11720 Unoco Rd. P.O. Box 2004 Edmonds, WA 98020 Attn: Gary Gunderson Facsimile: (425) 640-7601 Telephone: (425) 640-7612 with a copy to: Union Oil Company of California 376 Valencia Avenue Brea, CA 92823 Attn: Karen Bruton/Nargis Choudhry, Esq. Facsimile: (714) 577-3322 (Ms. Bruton) Facsimile: (714) 577-2776 (Ms. Choudhry) Telephone: (714) 577-2808 (Ms. Bruton) Telephone: (714) 577-1688 (Ms. Choudhry) with a copy to: Short Cressman & Burgess, PLLC 999 Third Avenue Suite 3000 Seattle, WA 98104 Attn: Robert Hibbs, Esq. Facsimile: (206) 340-8856 Telephone: (206) 682-3333 and addressed to ESCROW HOLDER as follows: -19- 3113 8 5.5/018405.00004 t0000'SOb8I0/S•58£T [£ 'pollptio oq Xeuu kpud Bons gotlm ol3ailaz uaglo Xue of uoilippla ui `2uipaaooid io uoTion eons ui ponnout sisoo ualio pun saaj �sXowom, alguuosuaa .Tanooal of polltiva oq Ilels X-Tnd 2111itenazd agl `luouuaafi?y sIgi Jo suotstnozd all jo Xue litm uopoouuoo ui ilnejap io gonaaq `aindstp pa2alln uu jo asnnoaq jo `Iuouuaaz2v stgl Tapun satirTp pun sll2tz jo uotlu�eloop u zoJ .To ivauzaoiojua all ioj Il2nozq st `uotleallyL, of poiiurtl IOU Inq 2utpnlout `2utpaaoozd io uotlan ln2al Xuu 31 saa-4 s auaoiib SI'L •Iuauuaaa2V stgl of foiled Xuu lsum2n uotlan To uogti?o.Tgns jo Il2tu fun soi ed piTgl Xue an12 uorsrnozd Xu-e hugs iou `It of satd alI uegi zaglo uosuad Xun uo luauuaau2d stgi jo uosuau Xq uo iopun satpouTai io slg2t.z Xuu .Tajuoo of popuolut sT `patlduur io possa.Tdxo Tallagm `Iuauuaau2y sill ui 2utliou `Iuauuaaa2y sill 3o Z L uoTloaS Jo suual alI of luunsznd Xped-pztgi e of 2IgAIlg Xq pouihssu ssalun sz!m!agQUQE[ ed WtLI I. ON ti'L •Xga.Tall paateduut .To paloajjn ag ,inm Niue ui iou Iings ura.Tag poutnluoo suotsrnoid 2unilmoi agl jo �1tTtquaozojuo pue A4tlu2ai `�IIpTIBA agl `loodsol Xun illalquaozojuaun To Ie2alit `Ptlnnut oq hugs ivau10a.T2y Stll ui pouTnluoo suotsTnoid agl jo azoui io auo Xuu asuo ul !jige.TanaS £i'L •oiazag satlzed agi uo 2utputq luowooT2y auo olMlIsuoo dugs palnoaxa os siuuduaiunoo tin pue spudialunoo Iezanas ui palnoaxa oq Xnuu luouzaaa2d sill •sije� act ZI'L -pup ssouisnq Ixau agi Itlun po elop oq dugs owil polnpalos io olup anp Bons uagl `XePTlog Iu2ol jo XnpunS `Xup:imeS n `uo 2uTrm33o Juana uu JOJ aUItl palnpagos ao `uodn anp 2utuuooag uoge2tlgo Sun ui Ilnso.T utazag ioj popTnozd poind owil AWL, jo uotlelnoleo agl pinols `ianamol `2u1020zoj alI 2utpuelsgltm4oN •Iuouuaau2V sill jo uotstnozd goea jo aouasso agi jo st aTutl -Quill I I'L •.TanTnm agi 2uple111 mud agI Xq 2uilum ui palnoaxa ssalun 2utputg oq Iings .Tanrem ON •aantum 2umuTluoo e 0IM11suo0 uanTnm Xuu hugs iou `iultuzis iou uo iaglagm `uorstnoTd iogio Niue Jo IanTem n oln4pstToo hugs uo powoop oq Ilnls luouraa.T2d stgl3o suotstnoud agi jo Niue Jo zanrem ON •3anTe2W 0I'L •luouraaI2d sill of uajau utaaal pouteluoo soouazajai uopooS `sojinbai osTmuaglo 2uiunauT alI uo pagtoods osTmuallo ssalun •luauzaau2V stgl jo uotlulaudaalut .To 2uiu;aom olI Iaaj,In lou Iiegs puu Xluo aouaTuanuoo 103 a.Te utaual pouiquoo s2uipnag pue suoildeo all •uoi2utgseAk jo aiulS all jo smel all of luensind parulsuoo oq Iiegs luauuaau ?V stgl •fgxed 2uq eap agI Isute2n uoTlelazdualut uoJ 2utptno.Td uoTluia.Td.Talut io alru Niue Xq panlosa.T aq iou Ilegs uotlniazdaalut IrTjignop jo uotlsanb Xuu pue `IuauTaau2V stgi pomarnoz sel fi.Tud long •uolieiaa . a;ul" 6'L •paap Xue Jo Xaantlap agl puu mo.Tosg jo asolD all antn.zns Iings mozosg J0 asolD antnzns uno Ingl satlTnd all jo sluouuaau2n 11V 'ILAlAinS 8'L • ogo ou jo On siTgtlxo sit .To luouuaa.T2d stgi ut T4poj Ias IOU a.Te Iull Iuauzaaa2d sill jo aalinuu Ioafgns agl To �Tadoid agl 2utzanoo suoTluiuomidai ao sluauuaaz2n Xuy •Iuauzaai2V stgl 3o iognui Ioafgns agl pue fl.Tadoud agl 2utloodsaz ANddWOD PUB 2igAflg uaamlaq luouuaw2n azTlua ali uteiuoo olaTag sltgtlxo agi puu iuowruisuT sill •110go.x aiul L'L 9 t £tx zga-9Z£ (008) :00u3 iIol 9I£t-88t (£iZ) :ouoldalal 01tt-Zi9 (EIZ) :aituuisoe,d L i 006 dD `sala2ud so7 006 aITnS `laa.TlS uamold glnoS OOL Xuuduuoo ollil o2uoTgo 7.16 Successors and Assigns. Subject to the provisions of Section 7.2 hereof, this Agreement, and all surviving terms hereof, shall be binding upon and inure to the benefit of the parties' respective heirs, administrators, successors and assigns. 7.17 Authority to Enter Agreement. Each of the signatories hereto hereby represents and warrants that he or she has the right, power, legal capacity and authority to execute into this Agreement and to bind the entity he or she represents to this Agreement and the obligations hereunder. 7.18 WAIVER OF JURY TRIAL. Notwithstanding the provisions of Section 7.19 below, each of the parties hereto waives the right to trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or related to this Agreement or any obligation contained herein. However, the parties agree that the provisions of Section 7.19 take precedence over this provision. 7.19 MEDIATION OF DISPUTES AND VENUE. ANY DISPUTE UNDER THIS AGREEMENT SHALL BE REFERRED TO NONBINDING MEDIATION. SUCH DISPUTE SHALL BE SUBMITTED TO A MEDIATOR REASONABLY AGREED UPON BY THE PARTIES. IN THE EVENT THAT MEDIATION IS UNSUCCESSFUL IN RESOLVING ANY DISPUTE ARISING UNDER THIS AGREEMENT, NEITHER PARTY SHALL THEREAFTER BE PRECLUDED FROM FILING A CIVIL ACTION IN A COURT OF COMPETENT JURISDICTION. VENUE FOR ANY SUCH CIVIL ACTION IS SPECIFICALLY AGREED TO BE KING COUNTY, WASHINGTON. 7.20 Confidentiality. The parties to this Agreement agree to keep the existence and the terms and conditions of this Agreement, including the subject matter of this Agreement, and the related negotiations confidential. This confidentiality provision is limited by the need of the parties to consult advisors and consultants relative to the Agreement, and the parties agree to inform their respective advisors and consultants regarding the existence of this confidentiality provision and their obligation to comply with it. This confidentiality provision is also limited by the requirements of any applicable statutes for public disclosure, including RCW 42.17 (The Washington Public Disclosure Act), but only to the extent required under these statutes. 7.21 Cooperation. The parties agree to mutually cooperate in furtherance of the purpose and intent of this Agreement. 7.22 Advice of Counsel. Each party acknowledges that it has received advice of counsel in connection with entering into this Agreement. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -21- 3113 85.5/018405.00004 b0000'90b8I0/9'98£ I I £ atom uorlt,zodroo t,rtuoltlt,0 t, `vimu03I'IvO do ANvdwoD IIO NOINfl : STI uorlt,zodioo It,diomntu uol2utgst,m t, `S(IxowQg d0 AZIO «x2lAngq, •ualliJM anogttl jSJg alt,p agl Jo st, anlloago oq of suoilorulsul mwosg put, X4jodozd I72a2I 3o ait,S aoi luatuaaiRy sigl palnooxa ant,g monq sailmd agl `30g2HgHAk SSg.U, k NI EXHIBITS EXHIBIT A Description of Real Property EXHIBIT A -I Description of Improvements EXHIBIT B Disclosure Documents EXHIBIT C Letter from City's Insurance Authority EXHIBIT D Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release EXHIBIT E Limited Warranty Deed EXHIBIT F Bill of Sale EXHIBIT G Termination of BUYER Lease EXHIBIT H INTENTIONALLY DELETED EXHIBIT I Description of COMPANY's Adjacent Properties - 23 - 3113 85.5/018405.00004 b0000'SOb8I O/S'S8£ I I £ t7Z '�SLi09I i0I8 2IagWI1N HIId S,2IOLIQfld 2IaQNf1 QHQ2i00H2I .Ld'Id DIOHS SQNOWQH 3O ALIO d0 I 'Igo-dVd ONIHg) 'HNI'I QHgRIaSHQ QIVVS 40 QNH HHL QN`d aNI'I 2IOg2IdH 2IIINNII HHI HEM NOI,I.DHSWEr'NI d0 ,LNIOd O.L `SSa'I 2I0 UUOW `.LHHd I I'8Itb .LSHA, „9Z,SZ.Lt, HI'dON HDNHHL `•aNI i QIdS d0 ONINNIOag d0 INIOd afIXI aHI 01 AVAi d0 IHORI S,ANddWOD A`dA1IIH2i NUE[HDION .LVaND HH,L d0 2INI'I A-MISHA1 aH.I JNO'IV `.Egad 99'99L `.LSHA1 „V&tE.Zt H.Lf10S HONHH,L `•IZIHd 00'091 LSVR „9Z,9ZoLV HLf10S HDNaH.L 'JAHd LFtg `.LSHA1 „tE,t£ oZt, HLfIOS UNHH1 `•NOI,LOaS QIvS d0 2IHNUOD Wlal VfIa HINON HH1 d0 A-ME[,LSHAI .LHHd £0'889 ONIag ,LNIOd QIdS `9Z NOLLOHS QIVS d0 HNI I HJWON aHI HJIA1 AVA1 d0 ,LHORI S,ANddWOO AVM'IIv-a N2iaHZ2ION .LVMJO d0 aNPI A -ME LSHA, IVNIORIO d0 NOI LDHS2IH LNI d0 ,LNIOd V j V ONINNIJHEI :aNI'I MEIDUSaQ OXIAIOTIOd HHI d0 AT2IHHLfIOS ONIA'I QNV `Zit, a1Jdd `SQaHQ d0 8£ HWflIOA NI (INV Z£I HOdd `SQaaQ d0 LI aWfl'IOA NI QHUXODaN JNHWndLSNI Ag QaAHANOO SV AVA1 HO JHORI ANVdWOO AVA'I IId2I MIHH LUON LVHXD HHI d0 aNI I A-fda LSHA1 HHI d0 AT USHA, ONIA'I `NO.LONIHSVA, `AZNII00 HSIWOHONS NI '*W'M `ISV9 £ a XV-d `HL-HON LZ OHSNAIO,L `9Z NOLLOHS NI `I 10-I QNd'IHQI.L 90 CIMV I .LO'I LNHWNdaAOO AO NOILXOd LVHI TTV A,LH2tdOHcl 30 NOILdRIaSHQ V llglgxa Exhibit A-1 DESCRIPTION OF IMPROVEMENTS The Real Property is improved with the following improvements: Dock/pier* including all improvements and appurtenances thereon, including but not limited to the wharf building; Utilities and piping within the boundaries of the Property, including but not limited to all utilities and piping below ground or on the dock/pier; Paving and asphalt, including but not limited to the paved parking area and the asphalt walkway; and 4. Fencing. * The dock/pier extends into and beyond the DNR Lease Lands, in addition to being an improvement on the Real Property. The Bill of Sale which is attached as Exhibit F shall convey all right, title and interest of COMPANY in and to the dock/pier to BUYER, including that portion located on or within the Real Property and that portion extending into and beyond the DNR Lease Lands. -25- 311385.5/018405.00004 b0000'SOb8I0/S'S8£I I £ -9Z- 'Sj i.Iwugod •uogLIiodxoO juooun aoj paaudaad •jtutuua L land xjng spuouzpg jeooun `podag fuOlstH punoB3loeg 'gt,661 NODWH •OZ Xxenuer •umIRIOdzoO Ieooun joj pOauda.zd •I'eutuuas jand )Iing spuoulpg luooun `:Iodo-d T-uojS iS XJ3A00O21 lonpoad umalaijo j aaad 'Et,661 MODW9 u0l2utljsl?M `spuoulpg `sopiodozd pvoajti21 ujaljljoN uol2utjzng puv ILutuuOZ land spuoulpg `p.TvA .iOddn `luaulssossV uotPutululuoO ao-ginspS I-eIuouzalddnS E661 sza0u'2ug0a0 u012utllsUm `spuoulpg `pumuo 1, jand spuouapg `p,reA iomo7 IuoTussoss-Vuoll-eulLutluo0 OILS 'gi66I s.zaaut2ug0OO '6I U-Td-V •ltutuuaZ jand spuouzpg `uIl?.z2o.zd fZanooa-jlonpozd oo-ed.InsgnS `j, •oN podag ssaa2o.Id ',B166I saaaut2ug0aO uol.2utljs1e,AA `spuoulpg `IBuluuO,I, land spuoulpg `lltdS lasat(I autaPW `uotl�zpioamgD oil jo sljnsoW 0661 s.Iaaut2?ugoOO uolOutgst,rn `spuouzpg `ltlutuuo,L jand spuouzpg `tojV ojtd)joolS ItoS alsL'm `IuauTssassV uotll?ulul.eluoO OILS `saotnzOS luotuljooloo0 jo podag -06861 s-Iaau12ugoQD uol�?uigst,A� `spuouipg `I-euiuuaZ jand spuouzpg `omnOoW wILZ `luaulssossV OItS II Osuq(j `podo-d pomipoj, •g686I s.zaautfugoaO •61 aaguzaldoS •jvutuuOZ Iand spuoulpg `uILI.I2?oad tilanooa-d lonpozd oo7ajinsgnS `£ •oX pod;)U ssOa2oad T686i s.zaau'2ug0aO uol.2u'gsern `spuoulpg `luuiuuol jand spuoulpg `O.ztngoW oNt,-I `podOZl luaulssossV OILS I OsL,ud '0886I s-MuOugoaO u0l2uigsvm `spuouzpg `puimol jand spuouzpg `-eoxV 3fut,,L jand putldn `XpnlS uotltulult;luoO oo jinsgnS `soopaoS jumullooloOO jo podo-d •g8861 s.1aaut2u90aO •01 joploO •1tutuuol jand spuouzpg `uz'B.z2o.Id f.IanooaZl lonpo.xd Oo-ej.insgnS `Z •oN 1podag ssOJ20.ld T8861 sa0autfug0a0 I £ Isn2n-V •II?utuuo j, jand spuoulpg `ual?.zfo.zd X.Ianooag lonpoad OoEjansgnS `I •oil poda-I sso.12oj l 'L86I s.IOOut2ug0OO j, aaguzaoaQ •uotlujodzoD IVDONn ioj paztdazd •uolfuigsurn `spuoulpg `jLIutuuOZ jand spuompg `Izoda-jluauusossV altS I asb'ud '9861 s.13OutOugoaO IVKI--WRI:lZ S(INON(121— SiLuoda2[ slmawfIjOQ anf1S0'IaSIQ g IIq?uxg EMCON 1995a. Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. April 26. EMCON 1995b. Final Upland Sediments Evaluation Work Plan. Prepared for Unocal Corporation. May 1. EMCON 1995c. Addendum, Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal, April 26, 1995. Prepared for Unocal Corporation. August 31. EMCON 1995d. Existing Monitoring Well Assessment and Proposed Monitoring Well Network, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. September 21. EMCON 1996a. Interim Deliverable, Drainage System Inventory Results, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. February 8. EMCON 1996b. 1995 Interim Product Recovery Operations Report, Unocal Edmonds Bulk Fuel Terminal. February 29. EMCON 1996c. Final Feasibility Study Work Plan, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. April 12. EMCON 1996d. Preliminary Upper Yard Hydrogeology Evaluation, Unocal Bulk Fuel Terminal, Edmonds, Washington. Prepared for Unocal Corporation. May 6. EMCON 1996e. Unocal Edmonds Bulk Fuel Terminal RI/FS, Combustible Gas Monitoring and Evaluation. Prepared for Unocal Corporation. July 25. EMCON 1996f. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds, Washington. Prepared for Unocal Corporation. August 23. EMCON 1997a. 1996 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel Terminal. February 27. EMCON 1997b. Revised RI Sampling and Analysis Plan Addendum, Unocal Edmonds Bulk Fuel Terminal. October, as amended March 26, 1998. EMCON 1998a. 1997 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel Terminal. March 24. EMCON. 1998e. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds, Washington. Prepared for Unocal Corporation Asset Management Group. October 19. EMCON 1999. Unocal Edmonds Bulk Fuel Terminal, August 1998 and February 1999 Groundwater Data. May 13. -27- 311385.5/018405.00004 b0000'SOb8I0/S' S8£ I I £ t89Z00-ZZ 'oN asuaZ aOgJLH sao.Tnoso2j IuanluN jo lumpudaQ £Z6I `I aunf polup Xuudwoo Xumpt-d uaagl.ToN glint luouuaaloV 98999£ 'oN zaPjO `XuvduuoD aouuansul olli.I, 02umilo uuozj:podo-j olli.L XmuiuTilaid JJb'q k J0J Z8/9 T/£ PaluP I S T VZ'I 'ON 2uinnu.zQ lT auuaSuu.UV luzauaD 6I X.Tunuu f •uol2uigsuM `spuouupg `�uM ILatuzPV OOtb `spuouupg Jo Pod — luauussassV pauzuH OTIS 'I OOZ `1014sla glluaH Xlunoo gsiuuogouS •},Z ,�Junuu f (IT?gwZHO) uuquS usi'I of ualloq 'uoil132?ilsanul luauuipaS spuouupg JO 4�13 ' I OOZ `sooanosa21 Iu.inluN jo luou vudaQ alulS uolfuTgsurn '6Z .zaquuaoaQ (TTigWZHD) uuquS usrl of Jalla"I •uoilu2ilsanul luauurpaS `spuouupg jo X41D — lzodod Iuu13 'g000Z `11!qWZHO L .TaquzanoN `aoXof ME 01 ualla'I •suoiluSilsanul luouuipoS puu puuldfl agl jo slInsoW 'u000Z `IIigWZHO '91 fluW •uaaV zaid Inooufl `sllnsa2l OuilduuuS luauuipoS 'g000Z iguolV W zalsod Inuw •8 IPdV •uol.2uigsum `spuouupg jo l.zod `uuueW glnoS `suoTlu?Tlsanul uogzuoo.TpXH uunoloilad '8661 `saluioossV nupuWj :s5!p5cload Aup5gTpg5k4 pug spuLjap!jL `tpLaS Lisi.iuw u,j,.jaouoa slualutl3q] •9 f.Turugo j •luuiuuo 1, Iona NIng spuouTpg luooufl `l.uodo-d suoiluiadp X.uanooaZl lonpOId uziialuI OOOZ 'gI00Z 'i2uolV V iolsoj InuW •Z fauruga3 •uoli?uigsurn `spuouupg Iuuluu o L lan3 �ling spuouupg luooufl `lzodaNd uoTluSilsanuI IuiPOT uOU ljtlj(j'tI00Z 'T2uoIV W Talso3 InvW 'SZ XInf • aw(i .ualumpunoiD OOOZ fatTugod `Iuuiuu ojL spuouupg Iuoou fl 'o000Z TouolV V zalsod Inuw ' I E f renuu f •Iuuiuuo L Iona 3I1ng spuouupg luooufl `poda2l suoiluaadp XJanooa-1 lonpo.zd uuizalul 6661 'u000Z T2uolV W aalso3 IneW I XTunuga j •IuuiULu Ian3 }T[ng spuouupg Iuooufl `l.Todod suoilbl.zadp tivanooZ-d lonpoad u polul 8661 '666I 12?uoIV W zalsoJ MEW -29- 3113 85.5/018405.00004 t0000'90b8I0/5'58£ 11 £ _O£_ AZRIOHifiv 213NVHfISNI SAID WOHA Halial j 4igigx2[ -- - OnSEAZTLF 06/05100 bf0!+ 09;20 FAX WA CITIES INS �Li .,�-�1 IQoal;aui 0S 2,9 -'Uri 14: 2n Fi-Y 3257� l IWAV'k?_ Insurance Authority 26-May-00 UNICAL Corporation Ann; Gary Gundcrxcn PO SQx 2004 Ldrnonds,NVA 98020 Cert#: 191s KE, City of Eamands Use of Prcrrusos by Edmonds'.or Testing; Evidence of Coverage P.C. Sax 1165 Ramon, WA 9_057 ?hone: 435.277-7237 rus.. e-=5-2"-7242 The above capUcned entity is u member of the Dv ashirautQn Citics I11susance Authority (WCIA), which is a Self insured pool of over 99 municipal eorpor-atlons in the State of W ashin goon. WCIA has at lc2sr S I rnillion per occurrence combined SM91e limit of liability coverage in its self insured layer that may lic applicable io the event an incident occurs that is deemed :o be attribt;ted to the liegiigernce of the member. WC1A is an Ynterlocal A$recmcnt sntioag municipalities and liability is completely self :undcd by the membership. As :here is no insurance poiicy istYolved and WC is not a.n insurance company, your organizetlon cannot be nitmed tits an ":additional insured'. Sincerely. Eric H Larson Assistant Director cc_ Peggy Hetzler elaln b0000'S0b8I0/5' 58 £ I IC - I£- («uaujA0 ,) uoilu3odioo judioiunuu uoj5unjsuAA, v `spuouupg jo 1141D pine («jEooun„) uoi�uzodioo 1?iuuo�ijeD t? `eiuuoJijBD jo Xui?duioo 11O uoiun Xq ` 3o su apt?uu si (,;uatuaa V , SIT' as 3010- pug aann:A `suoiIoi�saZj asn pint? jt'Iuauuuouinug `suoi�ipuo0 `s�u�uano� �o uouuaujoaQ put? ;uauuaa.i2y siu,L HSVa'IaH GNIV HaAIVM `SNOUDIHISUH 2[Sfl QNd'IVZN2[WNO2IIAN'A`SNOIZIQNOO `S,LKVNUAOO 2I0 NOILVHV IDHQ (INV ,LNawaaH9v 6000-£00-Z-EOLZ9Z '(S)O.K riaD Ivd xvi, S,Uoss2tSSV quouunoop jo — a2ud uo jt?2aj jvuoijtppV :NOIZdR jsa(l 'IV0211 Q211VIAHHHEIV spuouupg jo X110 :212l.LKVH9 eiuiojiju0 Jo iuvdmoo iiO uoiun :UOZ.KVdD quouinoopp V/N (s)o&d uo siaquinu omonjai juuopippV d/N :S,LN2[wfl3OQ QajLvrla i do (S)-aaa jflN a0Na2IaAau asuajag put? .Ianiurn `suaPaP130-d asn pug juTuauuuoSinug `suoiIipuo0 `sIuBuanoD Jo uoiIuut?joaQ put? Juauuaaz2V :H'I,LI,L ,LN51wfl000 (XIuo asn s,uapuooaa JOJ auij siuj anoge ooudS) u01tug uomx :u:pv MZ6 t?iuioJijt?O `uazg anuanV ulouaFA TMS 9LE VINHOJI'IVO d0 ANVJWOO 'IIO NOINfl :ol jiuuu popiooai uaijnn puu Xq palsonba.i Buipi000-j 21svarla I (INV uamvm `SNOL131HLM ffSfl QNV 'IVJ NaWNO2IIANH `SNOIZIQNO3 `S.LNVNaAOO do NOLLVuvrlDalQ QNv ,LNawa3 Iov RECITALS: A. Owner and Unocal entered into the Sale Agreement, pursuant to which (i) Owner acquired title to the Property, and (ii) Owner accepted an assignment of the DNR Lease. B. Pursuant to the provisions of the Sale Agreement, Owner and Unocal agreed to record this Agreement concurrently with the recording of the deed conveying title to the Property to Owner. C. It is the mutual desire and intention of Owner and Unocal to (i) protect present and future human health and safety and the environment as a result of the presence at, on, under, within or about the Property and the DNR Lease Lands of any Contamination, and (ii) to place certain use restrictions on the Property in perpetuity. AGREEMENT & DECLARATION: In consideration of value, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the recitals which are hereby incorporated herein by this reference, Unocal and Owner agree as follows: 1. Definitions. As used herein, the following terms shall have the respective meanings set forth below. Terms not otherwise defined herein shall have the meanings given to them in the Sale Agreement. "Agency", as used herein, shall mean any federal, state or local government authority, excluding Owner, actually asserting jurisdiction over conditions of Contamination on the Property. "Applicable Contamination", as used herein, shall mean Contamination of the Real Property caused by Unocal during its ownership of the Real Property and Unocal's Adjacent Properties from use of the Real Property and Unocal's Adjacent Properties as a facility for the storage and handling of fuel hydrocarbons. "Contamination" shall mean any hazardous or toxic material, substance, chemical or waste, contaminant, emission, discharge or pollutant or comparable material listed, identified or regulated pursuant to any federal, state or local law, ordinance or regulation which has as a purpose the protection of health, safety or the environment, including but not limited to, asbestos, petroleum or petroleum products, methane or and natural gas or wastes derived therefrom and including hazardous materials as defined under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 42 U.S.C. § 1251 et seq., the Washington Environmental Policy Act, RCW Ch. 43.21, the Washington Water Pollution Control Act, RCW 90.48.010 et seq., the Washington Hazardous Waste Management Act, RCW Ch. 70.105, the Washington Model Toxics Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder. "DNR" shall mean the State of Washington, Department of Natural Resources. "DNR Lease" shall mean that certain Harbor Area Lease No. 22-002684, between the State of Washington, Department of Natural Resources, as lessor, and Unocal, as lessee, dated February 1988, together with any amendments thereto, with respect to certain leased tidelands. -32- 311385.5/018405.00004 bo00o' Soh8 I0/S' S8 £ I I £ •satlaud uiulnao of put, odoos Pup auzil ui paliuutl aft, 1pgl suoildaoxo Latino glim `3oanagl uoiluutumluoO Xup of Ioodsw glim 2uipnloui `spupZ assa-I 2INQ otll pup iClnadoJd oql of loodsoi glim luatuooi2V aluS agI ui Iuooun pogiuuuapui put, post,aloi suq JaumO (n) pup `spup-I asua? 2INQ oql pup fpadoid oqI uo ooua.2Illp anp luluouuuontnua pauuojJad spq pup tunojnad osinuoigjo of .Sliut4toddo OAISualxa up puq JaumO (Al) `.ONIQ2IOOg2l QNV A1O2IOSg 30 HS01IO HNOdgg gLVMdO2IddV SV ElSI1VI0 SIHI HLVCI(M spupZ asua-I 2INQ oql put, XlnadoJd oql jo oouoSilip anp sli fuinnp 3uilsal sluounpos uo pasuq Kouait, olgpoilddu agl tuoij Jallal uogou Jag7pnj ou u uit,lgo of JOApapua Ilim JaumO Ipgl put, `spupZ asuarl dNQ aql pup SIJadoJd oql ioj snallal Bons Sup utt,lgo of uoilop ou oNul Iiim It,00un Ipgl spup? osuoj XNQ aql put, S4jodoJd oql glim uogoouuoo ui ponssi oq Jana keel 9101101 Bons ou It,gl `spuu7 osuaZ 2INQ oql pup X-podoJd oql jo Xup Joj Xoua2V olquotlddu oql uuonj lualpninbo Jo Jallol ,uotlou Jogptg ou„ ou slsixo anagl Iugl (ut) `suognpooap.Cq lonj jo 2uilpu73q pup uoilulJodsuuJl oqI jo llnsoi oql su spup-I osua-I 2INQ agl pup f-podoi l agl uo Iuasand ag Xpuu uoilpuiuuuluoO lugl (11) `spup I aspa7 2INQ agl pup fInadond agl ssoJou palJodsut,Jl onam suogzpooJpfq lonj It,gl put, `suogiuooapXq lonj do 2uilput,q pup o2unols oql noj posh oouo sum goigm SlnadoJd of luooufpu si ost,aZ UNQ oql Japun IsaJalui plogosuol oqI put, S.IJadoJd oql lugl (1) so5polmomlop XgaJaq `dnoJO naunnO pup jloslt , of `JaumO •snaq;O pup asll Joud jo oinsolas;Q Z •oouaaajaJ sigl Xq uioioq pol-modJooul pup olonq pagoullp g llgigxg ui poquosop JagjmN st, `jowoq olup oqI jo su Iuooun Xq poumo f-vadoJd Ivo-d oql jo Isua oql oll fqnadond Ivor jo slooJnd stlolJt,n ult,lnao osogl upauu Ilugs «Sallie old luaop,pd s,It,00un„ •sooXolduua put, slupnnas `sluo2v `maul-ed `snaquuauu `snaploganugs `snoloanip `snaog3o antloodsaJ Jiagl pup `uoilunoduo0 Iuooun of poliuzil lou lnq fuipnloui `soiuuduuoo ioss000ns put, polt,ilgju `fauipisgns `Iuanpd sli put, Iuooun `Xlaniloalloo put, AIlpnpinipui `ut,auu llpgs « rtolD Ip301If7,, •Iuomoalfv sigl jo uotlupnooaJ ui 2utllnsaJ puu SlJadoJd oql of .2mutt,laad `Jakng su `naumO puu `XuudtuoO sp `Iuooun Xq polnooxa suollotulsul moJosg pup f4jodoJd Iuo-d jo olpS Jod luauuaaJ2V utul_tao Ipgl upauu Ilpgs «IuatuaaJ V aluS„ goaJaq S u01400S ut glJ0J las Suiut,auu aqI anpg Ilpgs ,suuipjD posvojo-d„ •gouag uuuuW spuotupg st, umou)l XluouzuJoo `aaua.Iojoi sigl ,iq uiazaq polunodnoout puu olanaq pagouge V ligigxg uo pogiJosop XInInoilJud anouu sp Iiu `(,spUelopij, oql) sPupiaPil paunno-aaJ uiplJao pup («spin, aqI) sput,l urelnao `Xlaniloalloo `ut,auu llpgs « Ia 0Jd Pn;ff„ sluatuanondutl agl pup Slnadond luo-d agl `Xlaniloalloo `ut,auu dugs « a old„ •f4JadoJd agl ui paninbou Janannog puu Janaoslugm Isanalui fare jo Jaumo luonbosgns fluu put, `sOissp put, snoss000ns anlloodsoi niagl jo lit, `snolt,nlstutuupu pup snolnooxo `saalstul `suutpJpnB aniloodsaJ Jlagl `.dnoJO naumO agl jo naquiouJ Jaglo Xuu Jo naumO gBnongl Jo Japun `Xq joaJagl uoilnod pup Jo ,ilzadoJd aql ut lsanalui puu 2ullJassu Jo 2unutulo `2uinpq ,Sliluo Jo uosnad Jaglo Jo aassol `Iuuual Xup `.sooXolduua put, slut,nJas `slump `sJau-�iud `snaquuauu `snoloantp `snaogJo aniloodsaJ mall :soililuo Joss000ns no polt,ilgju pup Ximpisgns `luanpd sli puu JoumO `Xjanlloalloo pup XIlunpinipul `upatu ilt,gs ,,noJdTj JaumO„ Jatdploop uiulzaa Iugl apnloui sluaulanonduul goigm `oouaaajaJ Xq uioioq polpnodmoui pup olanaq pagoullp I-V ligigxg uo pagiJosop JaglJnj su `f4iodond luaZl aql anonduul gaigm sluauuanonduui uiPpoo osogl uuauu llt,gs ,gluaulaAal tuf •asua? 2INQ agl of Iuunsnnd pasual on, lugl spuplopp umpoo asogl upauJ Ilugs «sput,Z ospag 2INQ„ 3. Environmental Use Covenants / Restrictions. Owner, for itself and Owner Group, and for the benefit of Unocal Group, hereby agrees and covenants that each member of Owner Group, while it owns or has an ownership interest in, operates or manages the Property, will comply with all federal, state and local laws and guidelines respecting any Contamination at, on, under, within or about the Property, including without limitation any such laws or guidelines affecting or pertaining to the use of the Property on account of the presence or potential presence of Contamination. Without limiting the generality of the foregoing, Owner, for itself and Owner Group, hereby agrees and covenants not to (i) install at the Real Property any well for the purpose of bringing groundwater to the surface as a source of water for drinking, irrigation or any other beneficial use of groundwater which is or may be affected by Contamination, and (ii) use any groundwater from the Real Property for drinking, irrigation or any other beneficial use, for so long as any Contamination is or may be present in quantities or concentrations rendering such groundwater unsuitable for beneficial uses unless such water to be brought to the surface or used is treated according to applicable governmental standards and guidelines. Notwithstanding the foregoing, alterations of existing groundwater flow resulting in changes to surface water features on the Property shall not be prohibited hereunder. The restrictions provided by (i) and (ii) above shall not construed to preclude the creation of surface water features. Owner, for itself and Owner Group, acknowledges and agrees that the foregoing environmental covenants and restrictions are reasonably necessary to protect present and future human health and safety and the environment as a result of the actual or potential presence at, on, under, within or about the Property of any Contamination. 4. General Use Covenants / Restrictions. Owner, for itself and Owner Group, and for the benefit of Unocal Group, hereby covenants that it will comply with and agrees that the Property shall be restricted to public park, beach, open space or other public purposes in compliance with all applicable laws and regulations in perpetuity. Owner, on behalf of itself and Owner Group, understands and acknowledges that the foregoing use restrictions in perpetuity and covenants to comply therewith were material inducements to Unocal to enter into the Sale Agreement. 5. Fag Horn Covenants. Owner, for itself and Owner Group, hereby acknowledges the existence of a fog horn at the pier and covenants that Owner and each member of Owner Group will comply with the requirements of law with respect thereto, including but not limited to any requirements of the Coast Guard to sound the fog horn under certain conditions. 6. Release. Owner, for itself and Owner Group, acknowledges that the following provisions are binding upon Owner and Owner Group: Owner, for itself and Owner Group, agrees, subject to Sections 5.2 and 6 of the Sale Agreement regarding Applicable Contamination, that it is the express intent of the parties that: (i) the risk of any Contamination on, under, within or emanating from the Property and the DNR Lease Lands shall shift to Owner, and (ii) Unocal shall have no obligation for any Contamination, on, under, within, or emanating from the Property and the DNR Lease Lands, including but not limited to any remediation thereof. Expressly, but without limiting, the generality of the foregoing, Unocal shall have no liability for remediation of any Contamination of the Property and the DNR Lease Lands, for changes in any laws, regulations, guidelines or other criteria concerning appropriate levels of cleanup of such Contamination, or for any third -party claims resulting from any such Contamination. Subject to Sections 5.2 and 6 of the Sale Agreement regarding Applicable Contamination, Owner, for itself and Owner Group, hereby releases Unocal and each member of Unocal Group from all claims, liability, damages, demands, costs, expenses, and causes of action of all kinds, arising out of or in connection with the existence, assessment or remediation of Contamination upon, under, in, or emanating from the soils, sediments, groundwater, bodies of water, or surface waters of the Property and the DNR Lease Lands, including any Contamination related to the dock/pier, including without limitation any -34- 3113 85.5/018405.00004 b0000'S0b8 i 0/S'S8 £ I l £ - 9E- su uoiioipsimf ivaiaduuoo jo imoo n iq ploq si ivauuoojBV sigi jo uoisinozd Xut, 3I S'L -nlii'Suis aqi opnloui Ilegs Inunld oql `uiazaq posn sy p'L •Iuauuaau2V oluS agilo suoisinoid oqi of iuunsmd f,;.iodoad agi of poop ogilo Iuooun Xq f ianilap oqi grim Xljuaunouoo Iuooun of paaanilop oq of pauuaap oq Iings iuouni4sui siilI £'L 'su2issu puu suossaoons sii puu It,00un uoiiuiiuuil inogiim .Buipnloui `dnoig It,00unlo igauoq oqi -ioj `f4jodoid agi ui isaiaiui Xun jo snumo omss000ns 2?uipnloui `dnoz0 zaum0Io logs uoui JIaAa pun goua puiq iiugs Iugl puul oqi giim Suiuunz siunuanoo It,ivauuuozinua a.zn sivauu03z2u pun sasualol `szaninm `suoiiouisau It,ivauuuozinua `suoiiipuoo `siuuuanoo anoge ag,L Z'L mud piigi,Kut, ui s114211 ou ainaao uiaiag pauiuiuoo suoislAozd all (p) '/4_iodoid oqi Buimoouoo nI nuu.zagio so Iuiuouiuoiinua dun Euipzt,Sai /izud piigi fuu io `dnoi0 joum0 jo aaquuauu puu `aaum0 jo It,00un Xq Aiiuuuopui un iou on uiaiaq pauruiuoo suoisinoid oqi `uioioq 9 gduijuund ui gpol ias st, idooxg (o) ',ciiadoid oqi uo uoiinuiuit,iuo0 olquoilddV io uoiiuuiuuniuo0.Kuulo oouaisixo oqi of su Iuooun Xq uoissiuipn ut, iou on uia.iag pauluiuoo suoisinwd aqL (q) '110iiuuluuuiuo0 olgt,oilddV io uoiiuuiuueiuo0 ou suiuiuoo fpado.id agI Ingl Iuooun Xq iiuempm io uoiiuiuosaidai u iou on uiazaq pauiuiuoo suoisinoid oql (n) :iugi SoEpolmou3Iou `dnou0 .ioum0 put, jlosil uo3 `.iaum0 I'L 'suoisinoad inuoiliPPV 'L S'IVLIINI S,XHNA10 '.Iolgop oqi giim ivauuoliias sill paioalln �llniiojvuI annq isnuu uiiq �q umou:l Ii goigm `osuolai oqi Suiinooxo 3o auuii oqi iu jont,l sig ui isixo of ioodsm so mou)l iou saop .ioiipon oq; goigm suuiulo of ptioixo iou saop osualoi Iujaua d :smollol sn spnai Ztgl§ aPOD Iin10 u111103iln0 •mul uoi2uigsum algn.mduuoo ao npL uis Xun .io ZtiS i § opoo iini0 niuio3ilu0 mpun siil2?ii Ilu pun Xuu sanlnm Xgaaaq pun Ainfui jo `32amp `ssol `suimla posualag paiudioiiuuun ao umom un Bons IIu of Xlddu Ilugs osualai sigi ingi saaz& put, 3Isis sigi souinsst, dnoi0 num0 jo aaquuauu gona puu aaum0 put, `mozosg jo aso10 jo omil agI It, paiudioiiuuun io umou3lun oq fmu goigm put, `osualoi sigi jo ioafgns oqi on goigm sioiit,uu oqi Xq posnuo Xnm ouuos ui on goigm saimfui zo a2uuuup `ssol jojjns jo smiu10 post,ala-d inoui Ilim dnou0 aaum0 -io joum0 iugi 3Isu t, si aaagi ingi soziu2ooaz iogiinl `dnoi0 num0 puu 3losii ioj `aaum0 («suuiut0 Pas1301a2i„ `XIaniioalloo pun XIlunpinipui) smnl Iuool 10 `Iuaapal `aiuis algt,znduuoo io at,liuuis io `(Q901.OL 'g0 A102I) IoV Iouiuo0 soixo,L IapoW uoi2uigsuM oqi `(• a-s ja 1069 OSIl ZO VUld `(' a� 1a 1096 OSfl ZV) VIDWg0 sapun uuiulo Xun of paiiuill iou inq 2uipnloui `pupI Xut, jo faoogi io uoiiou jo osnt,o Iu.�?al `uoiiulaoi `oouuuip.io `ainit,is `mul Inool ao aiuis `Imopal ajninl so Ouilsixo Xwe iopun `spunZ ost,a7 -dNQ oqi puu f4iodoid oqi of ioodsw Iliim moui Xuui ii sisoo osuodsai Niue .io3 `osimiagio ao aounsmu `ssudsa.ii `(ssaulli .io Xinfui jo Dual ao ssojgsip luuoiioum ao Iuivauu .zo `onlnn ui uoiinuiuuip `uoiidnuolui ssauisnq jo `,14iuWoddo ssauisnq .io 1goid paiudioiWe `sivai `osn jo ssol ioj suumlo of paiiuiil iou inq �?uipnlom) saRuuunp Iuiivanbasuoo .io `iowipui `Iuioods Xuu io3 sminlo Xut,zo3 io a2uump Xjjadoid zo `ssaulli `funfui Xlipoq `givap aoI suuit,lo void or unenforceable and all avenues of appeal have been exhausted, time to appeal has lapsed and an appeal has been abandoned, then that provision of this Agreement shall be deemed to have been deleted, and this Agreement as so modified shall remain in full force and effect. 7.6 This instrument shall be governed by and construed pursuant to the laws of the State of Washington (where the Property is located). 7.7 This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one Agreement binding on the parties hereto. 7.7 In the event of any conflict between the Purchase and Sale Agreement and this Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release, the Purchase and Sale Agreement shall control. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -36- 311385.5/018405.00004 b0000' SOb8I ON 98 £ I I £ -L£- [slualuNpalmomixV SauioN alupdoaddV uau4,Vj :jsa:pv uoge.zodioo EiuzojIiuD I? `Eivaoppo jo uledwoD i?O uoiun :"duaouR» :aux>?N uoilmodzoo judo?unuz u0j2?UT isuM u `spuouzpg Jo '1410 :«aaumo" •anoqu Iiltoj jas isjU amp au1 jo su palnoaxo si osEaia-d pue zanluM suojlojjlsag iujuauzuoa?nizg `suol;IpuoO `s�u>?uano� �o uo?iEzuioaQ puu �uauza0.12V siii� `3OHW9HM SSUNLIM NI Exhibit A of Ap-reement and Declaration of Covenants Conditions Environmental and Use Restrictions Waiver and Release DESCRIPTION OF REAL PROPERTY ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034-34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). -38- 311385.5/018405.00004 b0000'S0b8I0/S'S8EI I E -6£- •spuu7 osuaZ 2INQ all puoXoq puu olui 3utpualxa uoil.zod lugl pulec4j@dojl Iua2I ail uiglinm io uo poi-vol uollzod lugl 3uipnloui `-dj,& Ig of zaidMoop oql of pue ui 1S-K'd IWOD3o isazalul pue ollil `1g31i IIu Xanuoa Ilugs 3ligigxg su pagovuu si goigem oluS jo llig ags •,iliadoid IuaU auj uo luauzamozduu uu 3uiaq of uotlippu ut `spuuZ asua7 2iNQ aql puoXoq puu olui spualxo aatdnloop oql •2uloua,d t put, `'Aumxit,m Ilt,gdst, oql pue uam iuillit,d paned agl oI paliuzil lou Inq 3uipnloui `llt,gdst, pue �uimud £ `..ioid/)Ioop oql uo jo punoiB moloq 3uidid pue soilMin Lit, of pollwil Iou Inq i?wpnloui `,ClZadoid agl jo saut,punoq agl uiglim Suidid pue soilii?IIl :3uipimqjzt,gm aqI of paliui j Iou Inq 2utpnioui `uooiogl soouuualmddu put, sluauzamoiduzl IIt, 2?uTpniaut *.iaidplooQ :sluauzamozduu �?uimoiioj agl glim pamoiduzi si ,�jadoad Iea-d oql S,LNalVaAOHdIU AO AIOIJLM3S:I(l OSURI9H puL.iamiuAk SUOjP!JIsag aSr] pus IUIuaWuOxrnuR Suol;IipnOD SJusilanOL) ;o uoileasiaaQ puu Iuaruaaa V. jo 1-d lIglgx2[ Exhibit B of Agreement and Declaration of Covenants Conditions Environmental and Use Restrictions Waiver and Release DESCRIPTION OF COMPANY'S ADJACENT PROPERTIES LOTS 1, 2 AND 3, CITY OF EDMONDS SHORT PLAT (5-98-018) RECORDED UNDER AUDITOR'S FILE NO. 9810055004, BEING A PORTION OF GOVERNMENT LOTS 1 AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. -40- 3113 85.5/018405.00004 b0000' 908 i 0/S'S8£ I i E 'a;iq!gxd ui pogi.iosop se paaQ /4ueuem pallunq sitil Xq pa,ianuoo Xljado.Id oql of ;uonE pe hem jo ;g21.i ailgnd lsa.ieau aul of ssaoae uelilsapod zoj ;uauxasea ue `olazaq O pue g siigigxg ui pagriosop S-padoxd agll jo ;gouoq aril ioj s0im, .io/pue saossaaons s;i pue gpIXy-dO jo xonel ui pan.iasw �ga.ioq ;uauzaseo ue OL ,LOgfgflS C[NV •ssaooe aoueualuieul pue alouiaA `,14iiiln apinoid of pju,& zamoZ aii; JO sxoL.il pe0alie.z Niue I@AO al;sa.il So SSed.IaAo SSaooL Sui;SlXa aul aaeldaa pus IoTLI;SiIOoaI `Arelua `annul `ulejai of `XUe .Ii `slg2li s,zolueuJ $uipnioui a2esn pue ssaooe ooueuoluieul pue alolgaA `�tlililn Jo3 aouaaajas siii; �q polezodioom pue o;aaaii paiioi3l;e CI lignixg ui paquosap se fil.iodoid aril jo (,OZ) Iaal A4uam4 XI.Iolsvo aril 12AO («pieA zamal„ oq;) o;aaaq O ;iq! xg ui paquosap filiodoad aril jo lgauoq aul zoI pu-e (,,pmA aaddn„ aril) olonq g llgigxd ui paquosap Xljadoid aul jo.lgouoq aril zoI suOIsse -io/puiL, s.Ioss000ns sli Put' WOINVUO jo zonel ui poAiasaz Agaiaq luouiosvo ue O L j Daf gflS uol2uli{seM Jo alelS `gsiuioiious Io SlunoO oq; ui aleitlp `o;amq pailaelle d;igigxg uo po%iosap XIIcSal altisa Ieal aill `(ggd ICI Irk„) uoijimcboa IEdioiunuz uol2utg5eAk e `SQNOW(la j❑ kilo o; szuxopoo pue SAOAUao `SUIRRIeq `S;uej2 AgQlail `paRpalnlou-Ina Agaaaii sr Iialiim jo /louaiogps pue ;dpoas oql `u01;eaaplsu00 algenleA pus pool xaq;o pue (00.01 S) SIjy- ZOQ 00IION CINV Na.i 3o not lgpisuoa ui PUB aoi `(«21OZN�rJ„) uoilviodioo mmoliieO e VjN2I03I IVD 30 ANV TWOO IIO NOINfl QdaQ A,LNV"VM (Elll irl 6000-E00-Z-EOLZ9Z I '(S)ON'IgOudd XV,L S,Hoss:lssv 'luoumoop jo S aged uo lefal IeuoilippV :NOI,LdRIOSaQ 'IV92l'I (IJI 'IAIMMV spuouzpg 3o XliO : aH LNVHD eiu-10liieO.Io XueduloO lip uoiufl :uOZNVuO •luouinoop jo VAN (s)o2ud uo szaquznu ooua.za3ai leuoillppV :s,LNHwaaoQ Qaivzau ` IN ,IO (S)xUalvaN aaNaua3gu PQQCI XluuutAA, palluu-I :a'I.LLL ZNaWIIOO(l knluo osn sppz000i zoj ouil sail anoge aoedS) MZ6 dO `eaJg anuaAV elouaiEA 9LE eiuzoppo jo XuediuoO I?O uoiufl uoliug ua rex :o; uznlau pap1000-d uagm Q2taQ A,LN UHVAA (taliwI'I al IlgluXff RELOCATION OF EXISTING FACILITY AND MERGER. In the event that a public structure is constructed on and over The Burlington Northern and Santa Fe Railway Company line or within the property conveyed by this Limited Warranty Deed, GRANTOR and GRANTEE agree that they, their heirs, successors and/or assigns, shall negotiate in good faith toward a joint facility maintenance and access agreement which would provide for the incorporation of the utility, maintenance, and pedestrian access rights set forth in this Limited Warranty Deed within the new public structure. At the agreement of the parties, the utility, maintenance, and pedestrian access rights and easements may be located either within the new public facility or relocated at the expense of the GRANTEE, its heirs, successors and assigns, to a new alternative location which has the same or a substantially similar utility to the GRANTOR. The parties agree that any such relocation must provide GRANTOR access to the easement created by and legally described in that Easement Agreement recorded in the real property records of Snohomish County, Washington, on September 13, 2000, as Snohomish County Recording No. 200009130374. AND EXCEPTING those matters listed in Exhibit E attached hereto and incorporated herein by this reference. GRANTOR for itself and for its successors and assigns does by these presents expressly limit the covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under said GRANTOR and not otherwise, it will forever warrant and defend the said described real estate. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -42- 311385.5/018405.00004 v0000•sovsiois•ssEI I _ £t, _ [sluauia2palmompu alupdoiddu gaullVl slI :slI dff Xg uoiitTOdioo uol�iT.,q E uoilEiodioo uiiuojijED u `SQNOWC[a 30 AnD `VINUOdI'IVD JO ANWINOD JO 'IIO NOINn aajLN HD :2IO1,mvuo loot, :PaIEQ EXHIBIT A of Limited Warranty Deed (Legal Description) ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). -44- 311385.5/018405.00004 b0000' SOb8 i 0/S'S8£ I IC _ $t, _ 'W'Ak `.LSVH £ dONVI `EDION LZ dIHSN AO,L `9Z NOLLOHS 30 2IHLdVfla ZSVgHJWON EH.L 30 2IHIUVf1a .LSg-mHL-dON 9HI 30 NOIJXOd G `£ (INV i S LO'I LNHWN2IHAOJ 30 NOI.L)IOd `d JNI99`V009g0OI86 'ON HIM S-UO,LICU-IV UgC Na GRGXOODU `,LV Id .LWOHS SQNOWGH 30 A LID `Z J O'I (pzuA zaddH3o uotldposo(I p2o-j) poaQ SluuaauM palilutZ;o 9 ,LIgIHxa EXHIBIT C of Limited Warranty Deed (Legal Description of Lower Yard) LOTS 1 and 3, CITY OF EDMONDS SHORT PLAT, RECORDED UNDER AUDITOR'S FILE NO. 9810055004, BEING A PORTION OF GOVERNMENT LOTS 1 AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. -46- 311385.5/018405.00004 b0000'SOb8 i 0/S' S8£ I I £ -Lb- 'NO.LJNIHSVAk `AJ,Nf1O0 HSIWOHONS d0 SCFdODJU `SLI09i i018 NgE W IN g'IId S,2IO.I.ICnV 2I�Qf1 Q Ng(IHODHU .L`d'Id .LNOHS SQNOWQg dO A.LIO `1 '19DNVd dO `AV A dO ,LHtJI2i CFVOX'IIVU N2 REDION NOJ DNI'I2lflg EM JNINIOf ( `H.LQIAA NI IHE[d OZ A MH LSdg RH,L (ssaoou aou-ualureuz puu `XjIIIIn zo3 luomosug jo uoildposa(I IuBoq) paaQ XluuaauM paIllul'I jo Q ZIgIHXa EXHIBIT E of Limited Warranty Deed (Exceptions) Any and all existing building and use restrictions, easements, rights -of -way, conditions, covenants, restrictions, reservations, liens, encumbrances, exceptions and other matters of record; 2. All dedicated roads, streets and highways; All building and zoning ordinances, laws, regulations and restrictions by any municipal or other governmental authority applicable to the Property; 4. All general and special taxes and assessments which are a lien but not yet due or payable or for which statements have not yet been tendered; 5. All matters apparent from an inspection of the Property, or which a current, accurate survey of the Property would disclose (including but not limited to encroachments, overlaps, boundary line disputes, ownership of the trestle for pedestrian access, utilities and pipes and issues relating to obtaining or maintaining access to the Property); Any and all Native American rights which may exist with respect to any portion of the Property; Any and all water, oil, gas, hydrocarbon and mineral rights; Any fishing rights; and The Agreement and Declaration of Covenants, Conditions, Environmental Restrictions, Waiver and Release filed contemporaneously herewith. - 48 - 311385.5/018405.00004 b0000'50b8I0/5' S8 £ I I £ •E 'SM07703 aOVd adfllVNOIS ?INV7U .L3d'I A'I'IVNOI.LNII,LNI 99Vd SIM d0 HaGNIIVWaH •osocLmd .iulnoil_iud ,iuu zoI fliliqulms iiogj jo `f4iodoi l Iuuosio .io sluauuanoidiui `aql do flTliguliguq oql io `,Cliadaid Ituosiad aLII jo uoiltpuoo Iuois,Cgd gill of Suilulai soiluun-em `uoilt?Ii ul InoLlllm `i?uipnlouI 2lg�Tng of pui?l Xuu jo poilduui so ssaidxo `sailuuzzum jo sum vluosoidoi ou sa�Iuui puu `llu pus puu Luiulosip �gazaq saop IIN-VdWoo pue `f4jodozd luuosIad OT Jo uoiltpuoo Iuluauiuoiinua aul `uoiluliuiil inoLIIIm Tuipnloui `Xus ji `sllnej Itu illim ,Isi aiogm„ puu ,si ss„ wq,A,ng Xq pold000tpus of plos oq of si J�Iadaid luuosiad oql Isul saaafu 2lgAflg •asggomd ,,sl sV,, •uia.ioq poluiocLoom pus olonq pogoullu g ligrgxg uo pogposop XIIL,2ol fojadoid lua, oql uo polsool (,,Kliadoi l luuos.iad„ aqI) uia.iaq poluiodwoui omonjaz sigl Xq puu olonq pagbullu V Itgtgxg ui pogi-Tosop f4jadoid Iuuos.iod oqj of puu ui Isoiolui puu ollil 441 sIi 3o Ilu `(��2IgAIlg �) uoiluloduoo lsdmiunuu uojBuigsum u `spuoi upg jo 1�410 of jalsuuxl puu ` ISSE `.ianolas `Xanuoo `llos Xgoioil saop `(„ANddW00j uoilu3ocboo Ljujojqu0 P ,VINaojP,VD 30 AMVdWOO 'IIO NOINa `po2polmouilou Xgoioq wu goigm jo XouoioUIns puu Idiaoai oqj `NOIIV-d9QISN00 g'IgVfl'IVA -dHHLO C[MV (00'OIS) S-dVV-I'IOQ OOi/00 CIXV MIL 2IO3 a'IVS do 'I'IIS 6000-WO-Z-£OLZ9Z '(S)ON'Ig02IVd XV,L S,2IOSSgSSV 'luauinoop jo s oRed uo Iu5al luuoilippy :NOIZdR asa(i 'IVOg'I Qg,LVIAa2IgSV uopwodioo Iudioiunui uol.2uigsuAA, u `spuouipg jo Jili0 :gg,LNV2 f) ua[lsio oO sluu0lilu0 s `utu10jilu0 jo Xusduio0 lip uoiun :HO1.NVHD quauunoop jo (s)a2ud uo s.ioquinu aoualajoi IsuoilippV :S.LNawfl3o(l aaiVzaI dO (S)2I�gWIlN �aN�2Ig3g2I OILS 3o ilia :allllZ 1.Nalvf10OQ (Xluo asn s,.iopiooaz zoj ouil siill anoqu ooudS) MZ6 VO `uazg anuanV uioualsA 9L£ uiu-ToppeD jo XuudLuuoO 110 uotu fl uolnig uazs}I arIVS AO 'I'IIg 3 I!glgxg IN WITNESS WHEREOF, COMPANY has executed this Bill of Sale as of .20 COMPANY: UNION OIL COMPANY OF CALIFORNIA, a California corporation BUYER: CITY OF EDMONDS, a municipal corporation By: By: _ Its Its [Attach appropriate acknowledgements] -50- 311385.5/018405.00004 b0000'S0b8I0/S'S8£ I I £ •Buloua3 t puu `.XLM311-em jiugdsu oqj pu>? laon 5ulxzud poAud oqj of pol!urti jou Tnq Ouipnioui `jivgdsU pu-e 2utnud `aaid/xoop oqj uo zo punoj2 molaq guidid put, satlilgn iiE of pollmii jou jnq' 2uipnioul `fvodoid oqj 3o sapEpunoq oqj ulg�iM �utdld puu sal�tii;fl Z `-2uipimq jjagm oqj of pajiluii jou inq 2utpnioul `uoazagl sommol-mdde puu sluauzanozduq Iit? 1(„f4jadozd„ aq;) g liglgxg ui pogtiosop ,c4iodozd aqj puMoq spua;xo Ivgj jatd/xoop aqj jo uolliod but Suipnioui `.iwdMooQ 'I :o; pu13 ui Isazalul Pula 011i1 `lgsta s,ANV lwoo Jo ii`d (,4jado.id luumnj) OILS 3o Ilia 30 EXHIBIT B of Bill of Sale (Legal Description) Property: ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). DNR Lease Lands: THAT PORTION OF THE HARBOR AREA IN FRONT OF TRACT 1, EDMONDS TIDE LANDS, IN FRONT OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., BEGINNING AT A POINT ON THE INNER HARBOR LINE WHICH IS SOUTH 17030' WEST 453.58 FEET OF THE NORTHWEST CORNER OF TRACT 1, EDMONDS TIDE LANDS; THENCE NORTH 47°25'26" WEST 655.02 FEET; THENCE SOUTH 18°55'29" WEST 1,383.62 FEET; THENCE SOUTH 88°51'46" EAST 630.12 FEET; THENCE NORTH 18055'29" EAST 928.35 FEET TO SAID POINT, THE POINT OF BEGINNING; AS SHOWN OUTLINED IN RED ON EXHIBIT A ATTACHED; CONTAINING 15.92 ACRES MORE OR LESS. SUBJECT TO AN EASEMENT FOR STORM DRAIN GRANTED JULY 20, 1978 TO STATE OF WASHINGTON, DEPARTMENT OF HIGHWAYS, UNDER #51-035919. -52- 311385.5/018405.00004 b0000'SOb8I O/S'S8£ I I £ flits •loago .to aotol xaq:pnj ou jo st pule Iuouma.tj?V sigl olup OqI JO su paluuiuual si ostwj oql lugl oaagu AlIO Put, ANV IWOO •554euteuxal, asual I INHWHUNOV `.asua-I agl aluutuu m of pow2tt aA> q A.LIO Put, ANVdWOO `SVg-djHM 'g put::(„ as7307„ oql `XiaAtloailoo) Z9006I8098 JaquznN 2ulpaooa21,44unoO gsiuzogouS xapun popa000.t put; 986I 'VI XInf polup IuautpuouxV osBo-I IndiotunW utulxao Itgl Aq popuautu su («f4tadoxd„ agl) V I?grgxg pagoullu ut pagizosop AlluBol fpadoid Iua.t utulxao IEgI �utpau�a.t `0£Z08ZLOZ8 zaquznX Butpxooa21 XIunoO gstuzogouS tapttn papaooat pule `Z861 `6I goxuW polnp osuarl IudioiunW umpoo lugl of sotlxud on `2IOSSg'I su ANVjWOD PUB `2[gSSg'I su ALIO `SVMIRHM V SlIVILDfl2I (A LIO) uotl>;aodxoo ludtotunuz uol2uigsuM u `SQNOW(Ig d0 AZIO Puu `(«ANVdwOO„) uotluaodxoo uiUIO3iieO u `VII\MOJI'IVO d0 ANVdWOO 'IIO NOIN11 unm4og put Aq ` OZ ` jo Xep SIT jo su apuut st sigl) Iuautaali?V uotluuttzua I, osua7 svq j ZNUN21aHov NOLLVNIma[JL 21SV21'I 6000-£00-Z-£OL-Z9Z I (S)ON Iaa-dvd XV,L S,uossaSSV •luoutnoopIo S afud uo Iufal iuuoiliPPV :NOI.LdI2 Dsa(i 'IVOa'I Q2[,LVIAdHHffV etuxo3tluO.Io XuudtuoO ii0 uotun :21a,LNVuo spuouzPg 30 4!3 :2IO,LN v-d9 •luauznoop jo d/N (s)a�?ud uo snquinu oouonjoi luuotlippV :S,LNaWII000 (IalvI2l2I 30 (S)2HaElwf1N HONa2IadaH IuatuaazOV u011uuIUU01 asua7 :H'I,LI.L 1MWI000 (Aluo asn s,xapxooa.t JOJ auil sigl anogu ooudS) £Z8Z6 VO `BaJg anuaAV nioualEA 9L£ utuxo3iluO jo XuuduioD Ito uotun uolnxg uaaux HSV2111 IdaAfIg d0 NOIZVNINuaL 9 Ilglgxa 2. CITY's Release. CITY, for itself and its heirs, legal representatives, officers, directors, partners, agents, successors, and assigns, releases and discharges COMPANY and its heirs, legal representatives, officers, directors, partners, agents, successors, and assigns from all claims and causes of action, known or unknown, that have arisen or may arise in the future, that CITY may have, or claim to have, against COMPANY or its heirs, legal representatives, officers, directors, partners, agents, successors, or assigns related to or arising from the Lease. Furthermore, CITY expressly waives any requirement under the Lease that COMPANY pay or reimburse CITY for any depreciation to improvements to the Property as referenced in Paragraph 3 of the Lease. Paragraph 8(A) of the Lease, which includes indemnities in favor of COMPANY, shall survive the termination of the Lease and shall remain in full force and effect. 3. Govei-ning Law. This Agreement shall in all respects be governed by the laws of the state of Washington. 4. Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder, to carry out the intent of the parties hereto. 5. Modification or Amendment; Execution. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto. This Agreement may be executed in counterparts and by facsimile signature. 6. Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 7. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter 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. 8. Attorneys' Fees. Should either party bring suit or other legal proceeding to enforce this Agreement, the prevailing party in such lawsuit shall be entitled to an award of its reasonable attorneys' fees and costs incurred in connection with such lawsuit, whether at trial, on appeal, in arbitration or mediation, or in any bankruptcy proceeding. 9. Headings. The captions and paragraph headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the interpretation or construction of any term or provision hereof. 10. Severability. If any provision of this Agreement is determined to be invalid or. enforceable, then that provision and the remainder of this Agreement shall continue in effect and be enforceable to the fullest extent permitted by law. It is the intention of the parties that if any provision of this Agreement is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning that renders it valid. SIGNATURE PAGE FOLLOWS. -54- 311385.5/018405.00004 170000'SOb8I0/S'S8 £ I i E [•sluauiatpalmompu alupdoaddu gaulIVI :s1I :s}I :gig — —,/�q uotIuzodzoo muion,30 u `vimuOdigvD uoiluzodaoo pdiom uz uoj2urgsvM u dO ANVJNOO 'IIO NOINa `SQNowaa 30 ki IO �1�Is�dIAiOO �X.,LIO OZ .Io X73P sigl PaIuQ EXHIBIT A of Lease Termination Agreement LEGAL DESCRIPTION Parcel I: THAT PORTION OF GOVERNMENT LOT 1, SECTION 26, TOWNSHIP 27 NORTH, RANGE 3, W.M., IN SNOHOMISH COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE NORTH 17' 30' 00" EAST ALONG THE INNER HARBOR LINE AS ESTABLISHED BY THE STATE OF WASHINGTON 928.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 480 48' 00" EAST 418.11 FEET TO THE WESTERLY LINE OF THE GREAT NORTHERN (NOW BURLINGTON NORTHERN) RIGHT-OF-WAY; THENCE SOUTH 41' 12' 00" WEST 80.25 FEET MORE OR LESS TO A LINE WHICH IS 6 FEET NORTHERLY FROM AND PARALLEL WITH THE NORTHERLY LINE OF THE UNION OIL COMPANY WHARF APPROACH; THENCE SOUTH 79' 10' 00" WEST ALONG SAID PARALLEL LINE 398.3 FEET TO SAID INNER HARBOR LINE; THENCE NORTH 170 30' 00" EAST ALONG SAID INNER HARBOR LINE, 430.6 FEET TO THE TRUE POINT OF BEGINNING. Parcel II: A PORTION OF GOVERNMENT LOT 1 AND OF TIDELANDS, LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT-OF-WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132, AND IN VOLUME 38 OF DEEDS, PAGE 412, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT OF INTERSECTION OF THE ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF- WAY, WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 42' 34' 34" WEST, 54.17 FEET; THENCE SOUTH 47' 25' 26" EAST 150.00 FEET; THENCE SOUTH 42' 34' 34" WEST, 917.76 FEET ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 42° 34' 34" WEST, 123.69 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 1076.60 FEET; THENCE SOUTHERLY ALONG SAID CURVE 461.66 FEET; THENCE NORTH 88' 51' 45" WEST, 191.56 FEET; THENCE NORTH 18' 55' 29" EAST, 583.02 FEET; THENCE SOUTH 77" 47' 26" EAST, 324.54 FEET TO THE TRUE POINT OF BEGINNING. -56- 3113 85.5101840 5.00004 b0000'SOb8I0/9'98£I I £ -LS- QIIZII'IIIQ A'IjVNOLLAIIIZNII H llq!uXII Exhibit I DESCRIPTION OF COMPANY'S ADJACENT PROPERTIES LOTS 1, 2 AND 3, CITY OF EDMONDS SHORT PLAT (5-98-018) RECORDED UNDER AUDITOR'S FILE NO.9810055004, BEING A PORTION OF GOVERNMENT LOTS I AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. -58- 3113 85.5/018405.00004 a i pIol EC E PROPERTY EXHIBIT ri/mi 119il EDMONDS TANK FARM {{ jl� C/r7 OF ; WAs/AY . 1 �T ■1�• •� L.ErJ r-• yYY �rf1 Iti-P t" STATE OF WASHINGTON DEPARTMENT OF ECOLOGY Northwest Regional Office, 3190 - 160th Ave S.E. - Bellevue, Washington 98008-54.52 • (42S) 649-7000 December 29, 2000 Ms. Lisa Saban CH2M Hill P.O. Box 91500 Bellevue, WA 98004-2050 Dear Ms. Saban: RE: City of Edmonds Sediment Investigation J AN 1 801 COMMUNITY CTOR VICE6 DiflL- I have completed my review of the above document dated December 2000 and agree with your comments that the site is in compliance with the Sediment Management Standards, (Ch.173-204 WAC). I recommend that no further investigation of the site be pursued at this time. Please make sure that you send final SEDQUAL data to our headquarters office, to Brett Betts or Tom Gries, Toxic Cleanup Program. As you know, I will be leaving Ecology in January and taking a position with the Water Section, U.S. EPA, Region 10. If there are any additional questions or concerns you can direct them to Gail Colburn, Aquatic Unit Manager at (425) 649-7058. It has been a pleasure working with you. Sincerely, Martha Turvey �r Sediment Cleanup Specialist Toxics Cleanup Program MT:ll cc: Gail Colburn, TCP, Ecology =„q EXHIBIT #3 is �L.�Y,mu,v: y6�•�,5 �Fo 3M'11rS i .. _,Atui�. a - `..Y -Sii.IL :�..,,• frays •..:. �i. r :fJ�. .=��•;x �:� ' ate; • � �., ��� ' r ��... , dew r �iF.� a • v _ , KAREN BRUTON Supervisor, Escrow Asset Management Group PERSONALLY DELIVERED Dear Tammey: Unocal Corporation Real Estate, Remediation Services & Mining Operations 376 S. Valencia Avenue Brea, California 92823 Telephone (714) 577-2808 Facsimile (714) 577-3322 Email KEBruton@Unocal.com UNOCAL April 20, 2001 DECEIVED APR ,2 4 2001 OFFICE OF THE MAYOR Tammey Bazinet Chicago Title Company 131 North El Molino Avenue, Suite #150 Pasadena, California 91101 Escrow No. 11002603 Unocal Property No. 9925899 Edmonds Marina Beach Property Edmonds, Washington Please open the subject escrow between Union Oil Company of California, a California corporation (Seller) and the City of Edmonds, a Washington municipal corporation (Buyer). The selling price for this transaction is $3,100,000. The following documents have been enclosed to assist you in processing this escrow. 1. Agreement For Sale of Real Property and Escrow Instructions (agreement) dated April 20, 2001 (two copies) have been enclosed for your additional handling. Please forward one fully executed original copy of the agreement to the Buyer. The duplicate original copy of the agreement may be retained for your escrow file. 2. Seller's executed Certificate of Non -Foreign Status 3. Seller's wire transfer instructions 4. The Buyer's earnest money deposit in the form of a check drawn on the Frontier Bank, Check No. 19187, in the amount of $25,000.00, payable to Tammey Bazinet -2- April 20, 2001 Chicago Title Company Escrow No. 11002603 Unocal Property No. 9925899 Marina Beach Property Edmonds, Washington Chicago Title Company for depositing in an interest bearing account in accordance with the terms and conditions stated in the Agreement For Sale of Real Property and Escrow Instructions date April 20, 2001, Section 1.3.1 First Deposit. 5. Seller's W-9 Form 6. Enclosed are three copies of the Chicago Title Insurance Company Commitment For Title Insurance dated November 8, 2000, Order No 365685 with the exception documents. Please deliver two complete sets of the Commitment to the Buyer for review. Within in 21-days after receipt of the commitment the Buyer is to communicate disapproval or approval of the Commitment For Title Insurance. You may retain the third complete set of the commitment for your escrow file The following are additional instructions from Seller to the Escrow Holder: 1. The Escrow Holder is to confirm the Buyer's vesting 30-days prior to the close of escrow and communicate the confirmation to the Seller in writing. 2. For purposes of keeping this escrow on track the critical dates in the Agreement For Sale of Real Property and Escrow Instructions dated April 20, 2001 are as follows: Section 2.1.1 Feasibility Period Expires May 21, 2001 Thirty day (30) after the opening of escrow the Seller will provide the disclosure documents to the Buyer for review. Section 1.3.2 First Contingency Termination Date Expires July 2, 2001 The second deposit in the amount of $25,000 is due from the Buyer to the Escrow Holder for deposit into an escrow interest -bearing account. Tammey Bazinet -3- April 20, 2001 Chicago Title Company Escrow No. 11002603 Unocal Property No. 9925899 Marina Beach Property Edmonds, Washington Section 1.3.3 (a) First deposit in the amount of $25,000 July 2, 2001 is immediately released by the Escrow Holder to the Seller. (b) Second Contingency Termination November 30, 2001 Date expires. The Second Deposit in the amount of $25,000 is immediately released by the Escrow Holder to the Seller. Section 4.6 Closing Date December 20 2001 In the event that the calculation of any of the various time periods herein result in an obligation becoming due on a Saturday, Sunday or legal holiday, then the due date of such obligation or scheduled time of occurrence of such event shall be delayed until the next business day. 3. During the course of this escrow forward all original documents to the Buyer with photocopies to the Buyer's attorney Mr. Scott Snyder, Esq., at Ogden Murphy Wallace, PLLC. 4. Section 7.6 Notices. Through your escrow opening instructions, please add your name as the Escrow Officer for this sale and substitute your street address, telephone and fax numbers for the information display in this section of the agreement If you have any questions, please contact me. Very truly yours, Enclosures Tammey Bazinet -4- Chicago Title Company Escrow No. 11002603 Unocal Property No. 9925899 Marina Beach Property Edmonds, Washington cc: The City of Edmonds 121 5t" Avenue N. Edmonds, Washington 98020 Attn: Mayor Gary Haakenson Ogden Murphy Wallace, PLLC 1601 Fifth Avenue, Suite 2100 Seattle, Washington 98101-1686 Attn: Scott Snyder, Esq. April 20, 2001 w/copy of the sale agreement w/copy of the sale agreement Short Cressman & Burgess, PLLC w/copy of the sale agreement 999 Third Avenue, Suite 3000 Seattle, Washington 98104 Attn: Robert Hibbs, Esq. Short Cressman & Burgess, PLLC 999 Third Avenue, Suite 3000 Seattle, Washington 98104 Attn: Karen L. Kendrick, Esq. w/copy of the sales agreement DEN U1�PHY LACE P.L.L.C. ATTORNEYS AT LAW Teena .I. Williams Admitted in Alaska twilliams@omwlaw.com April 16, 2001 VIA ABC LEGAL MESSENGER SERVICE Karen L. K drick Short C ssman & Burgess P.L.L.C. 999 Yhird Avenue, Suite 3000 Seattle, WA 98104 Re: Unocal/Edmonds Marina Beach Prove Purchase and Sale Agreement Dear Karen: Enclosed please find three original copies of the Purchase and Sale Agreement ("PSA") that have been signed by the City of Edmonds' representatives. Also enclosed is a check in the amount of $25,000.00 which constitutes the City's first deposit of earnest money. Once Unocal has signed the PSA, would you please forward a copy of the signature page to me for our file. As noted in section 2.1.1 of the PSA, Unocal has 30 days from the date escrow opens to provide the City with the disclosure documents listed as Exhibit B to the agreement. Please let me know when copies of those documents will be made available. If you have any questions, please do not hesitate to contact me. Very truly yours, OGDEN MURPHY WALLACE k Teena J. Williams TJW/maz Enclosures cc: V ity of Edmonds (w/out encls.) Established 1902 A Member of the International Lawyers Network with independent member law firms worldwide 1601 Fifth Avenue, Suite 2100 • Seattle, WA 98101-1686 • 206.447.7000 • Fax: 206.447.0215 • Web: www.omwlaw.com {TJ W472999.DOC;1 /00006.12003 8/} CITY OF E D M O N D S GARY HAAKENSON MAYOR 121 5TH AVENUE NORTH • EDMONDS, WA 98020 • (425) 775-2525 CITY CLERK InC.189u April 13, 2001 Teena J. Williams Ogden Murphy Wallace, P.L.L.C. 2100 Westlake Center Tower 1601 5th Avenue Seattle, WA 98101-1686 Subject: City of Edmonds — Marina Beach Signature Pages to Agreement for Sale of Real Property and Escrow Instructions Dear Teena: As you requested, I have signed and enclosed three original signature pages to the above -referenced document. Please let me know if there is anything else you should need. Yours truly, `J 4 &- a" Sandra S. Chase, CIVIC City Clerk Enclosures Incorporated August 11, 1890 ° Sister City - Hekinan, Japan DEN ff I�I'HY LACE P. L. L. C. ATTORNEYS AT LAW TRANSMITTAL MEMORANDUM DATE: April 12, 2001 TO: Sandra S. Chase City Clerk CITY OF EDMONDS 121 Fifth Avenue N. Edmonds, WA 98020 FROM: Mary Anne Zobrist Legal Assistant to Teena J. Williams RE: City of Edmonds — Marina Beach Signature Pages to Agreement for Sale of Real Property and Escrow Instructions I have enclosed three original signature pages to the above -referenced document for your signature. Please return them to us as soon as possible. If you have any questions, please do not hesitate to call Teena Williams. Enclosures Established 1902 A Member of the International Lawyers Network with independent member law firms worldwide 1601 Fifth Avenue, Suite 2100 • Seattle, WA 98101-1686 v 206.447.7000 • Fax: 206.447.0215 Web: www_omwlaw.com {MAZ401412.DOC;1/99925.003333/} CITY OF E D M O 1 V D J GARY HAAKENSON 121 5TH AVENUE NORTH EDMONDS, WA 98020 (425) 775-2525 MAYOR CITY CLERK CERTIFIED MAIL April 11, 2001 Tina Williams Ogden Murphy Wallace 2100 Westlake Center Tower 1601 5th Avenue Seattle, WA 98101-1686 Subject: Agreement for Sale of Real Property and Escrow Instructions Dear Tina: I have enclosed three copies of the above -referenced document signed by the Mayor. Also, enclosed is a check in the amount of $25,000.00 payable to Chicago Title Co. Please let me know if there is anything else you should need. Yours truly, Sandra S. Chase, CMC City Clerk Enclosures Co� s 1, 2, and 3. Also complete item 4 it Restricted Delivery is desired. ■ Print your name and address on the reverse so that we can return the card to you. ■ Attach this card to the back of the malilpiece, or on the front if space permits. 1. Article Addressed to: Tina Williams Ogden Murphy Wallace 2100 Westlake Center Tower 1601 5th Avenue Seattle, WA 98101-1686 A. Received by (Please Print Clearly) B.�DtB ot; ignature Agent X ❑ Addressee D. Is delivery address different from item 1? O e If YES, enter delivery address below: No 3. Service Type K) Certified Mail ❑ Express Mail ❑ Registered ❑ Return Receipt for Merchandise ❑ insured Mail ❑ C.O.D. 4. Restricted Delivery? (Extra Fee) ❑ Yes 2'-7 Article Number o(�'�119 1780from service a5656 PS Form 3811, July 1999 Domestic Return Receipt I UZDao-w-rvrw�.- NM � 00 W t--I O O �I O Oh LnI N of U) J a O p Q ru a o � Y w o a 2 Ir m 0 Q a N ❑ H Z " " O O0"z m N 0 0 O oe p-� "W o w O LO d ru m LO O O Ln ti N —a n Z Oo`,4N o co OC) oa=Q -J W g ; .; , O D wZ � >O 4 w N r .w r 01 LL�1Q Z E N 0 w w G W cr w m U w p 0 rl Ill n w zo ON a Ul O a1 O O z O U � N r^ll W co v a--) Zp O °F m U U N ro w m z z z z w 2 w Q En LOUU Q Z 0 w W Q u LL m a Z oc Q O LL H Z W 2 LLI LIJ a W 'A J Qv+ Cl) Z O ZZa a LL, LUU)O a wo Z a= W z t— Q Z �a oQ V 00 Z Ca G F- OLL Ow CL N w Oa s MMw a Cal 0 N M J_ OC Q Cn LU z M 0 H 0 LU H LU 'Q C z LU 0 U w LU 0 m w z 0 LU 0 C/) 0 LL 0 J L LI m LJJ Q U z LU Cn w J CL IL N ry 1p cr G •I o n I �v lu) a -37 cn W � LLI z ;z5r �, 3 co ACCESS AGREEMENT This Access Agreement ("Agreement") is entered into as of May _, 2000 by and between UNOCAL Corporation, a California corporation d.b.a. UNOCAL, ("UNOCAL") and the CITY of Edmonds, Washington, a Washington municipal corporation ("CITY'). RECITALS The parties enter into this Agreement based upon the following: A. UNOCAL and CITY are contemplating entering into a purchase and sale agreement for the property located at Edmonds, Washington commonly referred to as the "Marina Beach Property" legally described in Exhibit "A"; and the associated tidelands commonly referred to as the "Tidelands" legally described in Exhibit `B". The Marina Beach Property and the Tidelands are herein collectively referred to as the "Property." B. Prior to entering into the purchase and sale agreement, the CITY desires to conduct certain environmental due diligence activities on the Property. C. UNOCAL agrees to provide the CITY access to the Property for purposes of conducting the environmental due diligence on the following terms and conditions. NOW THEREFORE, the parties agree as follows: No �191r • r 9_ 1. Access to Perform Work. UNOCAL hereby permits the CITY or their designated representatives, to enter the Property during normal business hours and other reasonable times on or before August 1, 2000, for purposes of performing the environmental due diligence, subject to and conditioned upon the following: a. Submission of Plan. At least seven (7) days prior to undertaking the environmental due diligence, the CITY shall submit a written work plan setting forth the activities to be conducted on the Property, which shall include information on the number and location of soil borings and groundwater monitoring wells to be drilled, if any, the type and location of equipment to be installed, and the work to be performed (the "Work Plan"). Access to the Property shall be limited to conducting those activities set forth in the Work Plan (the "Work"). 210 f, r 272797.3/018405.00004 U C� b. Notice of SamVling. At least three (3) days prior to taking any soil groundwater or other samples on the Property, the CITY shall provide written notice of the proposed sampling and analysis to UNOCAL. UNOCAL shall be entitled to have a representative present during the sampling and to obtain split samples for their own analysis. C. Shariiig of Results. Following completion of any sampling and analysis, the CITY shall provide UNOCAL with a copy of all laboratory data, test results, reports, and related correspondence received by the CITY from the environmental consulting firm and the analytical laboratory which performed the sampling and analysis. 2. Mutual Cooperation. The CITY will conduct the Work so as to minimize, to the extent reasonably practicable, any disruption of the business of UNOCAL, their tenants, or any of their invitees on the Property. UNOCAL will conduct their activities, so as to minimize, to the extent reasonably practicable, any obstruction of the Work. The CITY represents that it possesses all information regarding the location of utility lines, drainage systems, and other installations beneath the surface of the Property and will not be relying on any information provided by UNOCAL to perform the Work. 3. Compliance with Law. The CITY shall perform the Work in full compliance with all applicable federal, state and local laws, rules, regulations and ordinances. Any investigation derived residual wastes, well development liquids or other products of the Work shall be handled, transported, treated and or disposed in accordance with all applicable federal, state and local laws, rules, regulations and ordinances. If any materials require a manifest for transportation, treatment, storage or disposal, the CITY or its consultant shall be listed as the generator of such materials. 4. Restoration of Property. Upon completion of the Work, the CITY shall restore the Property to substantially the same condition in which it existed prior to performance of the Work, including decommissioning of any monitoring wells as required under applicable laws and regulations. 5. Reports. The CITY shall promptly file all reports required to be filed with any governmental agencies regarding the Work, and shall contemporaneously provide copies of all such reports to UNOCAL. 6. Expenses. CITY shall promptly pay for all labor, equipment, material and supervision utilized in the conduct of its Work on the Property, and shall keep the Property free and clear of all liens imposed by reason of the Work and the Licensed Group on the Property, and shall provide UNOCAL with copies of any lien releases. CITY shall return the Property to UNOCAL in a clean condition unaffected in any way from the Work. 272797.3/018405.00004 2 7. Indemnification. CITY shall release, protect, indemnify and hold UNOCAL, together with its parent, sister and affiliated companies, and the respective employees, officers, directors, representatives, servants and agents thereof and their predecessors and successors in interest and assigns (collectively, the "UNOCAL Group"), free and harmless from any and all claims, liability, damages, demands, costs, expenses, and causes of action of all kinds, including but not limited to claims of the death, illness, or injury of any person or persons, including but not limited to members of CITY Group (as that term is herein defined), and/or from damage to or loss or destruction of any property (real or personal) arising out of or in connection with the performance or non-performance of any action or obligation under this Agreement by CITY or its affiliated or successor companies, their officers, directors, agents, servants, employees, invitees, or by any contractor or subcontractor employed by CITY or by the agents, servants, employees, invitees of any such contractor or subcontractor (individually and collectively, the "CITY Group"), whether any member of the UNOCAL Group is alleged or proven to be absolutely or strictly liable, or to have breached any duty or warranty (express or implied), except to the extent such matters are shown by final judgment to have been caused by the negligence or willful misconduct of the UNOCAL Group or any member thereof after the date of this Agreement. The insurance requirements of Paragraph 8 shall not be construed to limit the indemnification provided herein; the indemnification provided herein shall be effective to the maximum extent permitted by applicable law. CITY shall be solely responsible for the defense of any and all claims, liability, demands and causes of action of all kinds against any member(s) of the UNOCAL Group hereunder, including without limitation, claims by any employee of CITY or any employee of any contractor or subcontractor of CITY, even though the claimant may allege willful misconduct or negligence on the part of the UNOCAL Group or any member thereof. The parties hereto agree that should any reviewing court or arbitrator determine after final judgment that the extent, scope or amount of the indemnity required herein exceeds that which is permitted by the applicable law, such indemnity shall be construed, interpreted and enforced so as to preserve the maximum extent, scope or amount possible the indemnity which is permitted thereby. 8. Insurance. CITY further agrees to obtain and maintain insurance acceptable to UNOCAL which is primary as to any other insurance or self-insurance and which names all members of the UNOCAL Group as an Additional Insured with respect to liability arising out of CITY's operations under or incident to this Agreement and includes a Severability of Interest Clause (Cross Liability), which Additional Insured Endorsement shall not exclude coverage based upon the alleged or actual negligence of the Additional Insured. Such insurance shall include: (a) Commercial General Liability Insurance Occurrence Form, or the equivalent, with a minimum combined single limit of One Million Dollars ($1,000,000) 272797.3 /0l 8405.00004 each occurrence, One Million Dollars ($1,000,000) aggregate, for Bodily Injury and Property Damage, including Personal Injury. (b) Comprehensive Automobile Liability Insurance or Business Auto Policy covering all owned, hired or otherwise operated non -owned vehicles with a minimum combined single limit of One Million Dollars ($1,000,000) each occurrence for Bodily Injury and Property Damage. (c) (i) Workers' Compensation Insurance as required by Washington law; and (ii) Employers' Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) each occurrence. UNOCAL reserves the right to change its minimum insurance requirements. Before the commencement of work under this Agreement, CITY shall furnish UNOCAL with policies and Certificates of Insurance acceptable to UNOCAL which provide that coverage will not be canceled or materially changed prior to thirty (30) days' advance written notice to UNOCAL. Subrogation against the UNOCAL Group and its members shall be waived as respects all of the insurance policies set forth above (including without limitation, policies of any subcontractor). An Alternate Employer Endorsement may be substituted for the Additional Insured Endorsement with respect to Workers' Compensation Insurance and Employers' Liability Insurance. The insurance required hereunder in no way limits or restricts CITY's indemnification obligations set forth within numbered paragraph 7 above. Further, the insurance to be carried shall be in no way limited by any limitation expressed in numbered paragraph 7 above, nor any limitation placed on the indemnity therein given as a matter of law. Any deductible amount, which shall not exceed One Thousand Dollars ($1,000) is the responsibility of CITY. 9. lnteoration. This Agreement the entire agreement between UNOCAL and CITY pertaining to the subject matter of this Agreement and supersedes and replaces all prior and contemporaneous agreements, representations and understandings of the parties relating thereto. 10. Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 11. Successors and As i gns. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors and assigns. 272797.3/018405.00004 4 12. Attorneys' Fees. If any legal action or proceeding is brought for the enforcement or for a declaration of rights and duties under this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover actual attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 13. No Partnership. This Agreement shall not be construed as creating a partnership between the parties nor to create any other form of legal association which would impose liability upon one party for the act or failure to act of another party. 14. Termination. This Agreement shall terminate upon the earlier of (a) completion of the Work or (b) tender of written notice to terminate by either UNOCAL or the CITY. 15. Admissib thiy. Nothing in this Agreement or in the parties performance under this Agreement may be construed as an admission of liability by any of the parties. 16. Nce . Any notices provided under this Agreement must be in writing (facsimiles are acceptable) and addressed as follows: To UNOCAL: UNOCAL Corporation AMG Western Region P.O. Box 2004 Edmonds, WA 98020 Attn: Gary Gunderson Facsimile: 425-640-7601 With a copy to: Short Cressman & Burgess P.L.L.C. 3000 First Interstate Center 999 Third Avenue Seattle, WA 98104 Attn: Robert E. Hibbs, Esq. Facsimile: (206) 340-8856 To CITY: 272797.3/018405.00004 CITY of Edmonds 121 5th Ave. N. Edmonds, WA 98020 Attn: Mayor Gary Haakenson Facsimile: With a copy to: Ogden Murphy Wallace, P.L.L.C. Attn: W. Scott Snyder Facsimile: 206-447-0215 Any of the parties may designate a different address for receiving notice by giving at least ten (10) days written notice to all other parties. 17. Miscellaneous. This Agreement may be modified only by a written agreement signed by each party; shall be governed by the laws of the State of Washington; is the complete agreement between the parties regarding the subjects addressed; and may be executed in any number of counterparts, each of which shall be deemed to be an original. The recital paragraphs are made part of this Agreement; the paragraph headings are for convenience only. Time is of the essence. 18. Binding Nature of Agreement. This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, successors, and assigns. 19. Authority. The parties represent and warrant that each of the persons executing this Agreement on their behalf are fully authorized to enter into this Agreement on behalf of the party they for which they are signing. 20.CITY's Insurance. Attached hereto as Exhibit "C" and incorporated herein is a copy of a letter from the CITY's insurance authority presented to UNOCAL by the CITY. CITY hereby represents to UNOCAL that said insurance covers all items and activities contemplated or possible under this Agreement, and that the CITY's insurance will be satisfactory for this purpose. UNOCAL is specifically relying on the representations of the CITY relative to the existence and availability of this insurance. For the purposes of this Agreement, the parties do agree that the insurance referenced in Exhibit "C" is satisfactory to comply with the insurance requirements set forth in Section 8 hereof. 272797.3/018405.00004 The parties execute this Agreement as of the day of UNOCAL: UNOCAL CORPORATION, a California corporation, Its: The CITY: CITY OF EDMONDS, WASHINGTON, a Washington municipal corporation By: 2000. 272797.3 /018405.00004 RESOLUTION NO. 984 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, AUTHORIZING APPLICATION FOR FUNDING ASSISTANCE FOR A WASHINGTON WILDLIFE AND RECREATION PROGRAM (WWRP) PROJECT (ACQUISITION OF MARINA BEACH PARK) TO THE INTERAGENCY COMMITTEE FOR OUTDOOR RECREATION (IAC) AS PROVIDED IN CHAPTER 79A.15 RCW, ACQUISITION OF HABITAT CONSERVATION AND OUTDOOR RECREATION LANDS. WHEREAS, The City Council of the City of Edmonds has approved a "Comprehensive Park and Recreation Plan" for the urban area which identified waterfront parks of the city; and, WHEREAS, under the provisions of WWRP, state funding assistance is requested to aid in financing the cost of acquiring Marina Beach Park; and WHEREAS, the City Council of the City of Edmonds considers it in the best public interest to complete the land acquisition on the western shoreline along the Puget Sound in Edmonds described in the application; THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: 1. The Mayor is hereby authorized to make formal application to IAC for funding assistance; 2. Any fund assistance so received shall be used for implementation of the acquisition of waterfront public park lands in the City of Edmonds, Washington; 3. The City's share of the project will be derived from the City's real estate excise tax. Funding will be considered and appropriation made in the 2000 and 2001 budgets. 4. Edmonds acknowledges that any property acquired with IAC financial aid must be placed in use as an outdoor recreation facility and be retained I such use in perpetuity unless otherwise provided and agreed to by the City Council, the IAC (generally, IAC approves removing facilities from the perpetuity requirement when the facilities have reached their designed life expectancy, or because of extraordinary vandalism, acts of nature, fire etc.) and any federal agency; 5. This resolution becomes part of a formal application to IAC; and 6. That the City of Edmonds provided appropriate opportunity for public comment on this application. RESOLVED this 27th day of June, 2000. APPROVED: MA R, G IT HAAKENSON ATTEST/AUTHENTICATED : `CITY VLERK, SANDY CHASE FILED WITH THE CITY CLERK: 06/23/2000 PASSED BY THE CITY COUNCIL: 06/27/2000 RESOLUTION NO. 984 CITY OF EDMONDS GARYHAAKENSON MAYOR 121 5TH AVENUE NORTH • EDMONDS, WA 98020 • (425) 775-2525 CITY CLERK nc� 1So)v May 1, 2001 Tammey Baiznet Chicago Title Company 131 North El Molino Avenue, #150 Pasadena, CA 91101 Subject: Edmonds Marina Beach Property, Property #9925899 Edmonds, WA Dear Ms. Baiznet: I have enclosed the following documents that you forwarded to our offices to complete and sign: 1. Escrow Instructions 2. Vesting Information 3. Investment Instructions and Form W-9 4. Insurance Information Please call me if you should need any further information at (425) 771-0245. Sincerely, Sandra S. Chase, CMC City Clerk Enclosures cc: W. Scott Snyder, City Attorney Stephen Clifton, Community Services Director Arvilla Ohlde, Parks & Recreation Director ° Incorporated August 11, 1890 Sister City - Hekinan, Japan CHICAGO TI k. -.,E COMPANY 131 NORTH EL MOLINO AVENUE, #150, Pasadena, CA 91101 (626)432-7822 Fax (626)432-7833 April 23, 2001 MAYOR GARY HAAKENSON THE CITY OF EDMONDS 121 5TH AVENUE NORTH EDMONDS, WA 98020 RE: EDMONDS MARINA BEACH PROPERTY, PROPERTY #9925899, EDMONDS, CA Escrow No: 011002603 X33 Dear Mr. Haakenson, In connection with the above referenced escrow, we enclose the following items: PLEASE SIGN AND RETURN (RETAIN ADDITIONAL COPY FOR YOUR FILES) Escrow Instructions PLEASE FILL IN COMPLETELY, SIGN AND RETURN: Vesting Information Investment Instructions and Form W-9 Insurance Information ENCLOSED FOR YOUR RECORDS ARE THE FOLLOWING: 1 Original Agreement for Sale of Real Property and Escrow Instructions 1 Copy of Preliminary Report 1 Copy of backup documents and plotted easements If we can provide any additional information or answer any questions you may have, please give us a call. Thank you for choosing Chicago Title Company. Sincerely, CHICAGO TIT COMPANY TammeyeyBaiznet/ml Escrow Officer (626) 432-7887 CC: Karen E. Bruton, Unocal B1LTR--00/22/96bk ESCROW INSTRUCTIONS TO: CHICAGO TITLE COMPANY, licensed by the California Department of Insurance 131 NORTH EL MOLINO AVENUE, #150, Pasadena, CA 91101 (626)432-7822 Fax (626)432-7833 Escrow No. 11002603 -X33 Escrow Officer TAMMEY BAZINET Date April 23, 2001 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17, 18. 19. 20. 21. 22. 23. 24, 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35, 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. The undersigned hands you a AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS, hereinafter the Agreement, dated April 20, 2001 , executed by UNION OIL COMPANY OF CALIFORNIA DBA UNOCAL, A CALIFORNIA CORPORATION as Seller; and THE CITY OF EDMONDS as Buyer. On or before the Time Limit Date of December 20, 2001 the parties will hand you all of the documents and funds and comply with all of the terms, conditions and provisions called for therein. You as escrow holder, are instructed to act in accordance with the terms and conditions of said agreement insofar as is required to close this escrow. Specifically, you are to be concerned only with paragraphs 1. PURCHASE PRICE, 4. ESCROW, 7.5 COMMISSION, 7.6 NOTICES, and 7.11 TIME. (Page 1) GEISH--05/14/97bk GENERAL PROVISIONS TO: CHICAGO TITLE COMPANY Escrow No. 11002603 -. X33 Date April 23, 2001 Time is of the essence of these instructions. If this escrow is not in a condition to close by the TIME LIMIT DATE as provided for herein and written demand for cancellation is received by you from any principal to this escrow after said date, you shall act in accordance with paragraph 7 of the General Provisions. If no conflicting instruction or demand for cancellation is made, you will proceed to close this escrow when the principals have complied with the escrow instructions. In the event one or more of the General Provisions are held to be invalid, those remaining will continue to be operative. Any amendments of or supplements to any instructions affecting escrow must be in writing. You are authorized to order demands for, and pay at the close of escrow any encumbrances of record necessary to place title in the condition called for without further authorization. You are further authorized, prior to the close of escrow, to pay from funds on deposit any fees necessary to obtain any demand and/or report as may be required in this escrow and at the close of escrow charge the parties as appropriate. The principals will hand you any funds and instruments required from each respectively to complete this escrow. Interest on any new financing may begin to accrue on the date loan funds/proceeds are disbursed by the new lender, and borrower agrees to pay same in accordance with lender's instructions. 2. You are instructed to deliver and/or record all documents and disburse all funds when you can comply with these instructions and issue any title insurance policy as called for herein. These instructions, together with any amendments and/or supplements, may be executed in counterparts and together shall constitute one and the same document. If these instructions relate to a sale, and if there is no other written agreement between the parties pertaining thereto, buyer agrees to buy and seller agrees to sell upon the terms and conditions hereof. All documents, balances and statements due the undersigned are to be mailed to the respective addresses shown herein, unless otherwise directed. In the event that any party to this escrow utilizes facsimile transmitted signed documents, all parties hereby agree to accept and hereby instruct the escrow holder to rely upon such documents as if they bore original signatures. Buyer and seller further acknowledge that any documents to be recorded bearing non original (facsimile) signatures will not be accepted for recording by the county recorder. 3. The phrase "close of escrow" (or COE) as used in this escrow means the date on which documents are recorded, unless otherwise specified. 4. Assume a 30 day month in any proration herein provided, and unless otherwise instructed, you are to use the information contained in the latest available tax statement, including any supplemental taxes of record, rental statement as provided by seller and beneficiary's or association statements delivered into escrow for proration purposes. 5. Upon close of escrow you are instructed to charge our respective accounts the costs attributable to each, including but not limited to costs as provided for herein and/or in accordance with our respective estimated statements attached hereto and made a part hereof. 6. Recordation of any instruments delivered through this escrow, if necessary or proper for the issuance of the policy of title insurance called for, is authorized. No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. 7. If demand to cancel is submitted after the Time Limit Date, any principal so requesting you to cancel this escrow shall file notice of demand to cancel in your office in writing, You shall within three (3) working days thereafter mail by certified mail one copy of such notice to each of the other principals at the address stated in this escrow. Unless written objection thereto is filed in your office by a principal within fifteen (15) calendar days after the date of such mailing, you are instructed to cancel this escrow. If this is a sale escrow, you may return the lender's papers and/or funds upon lender's demand. 8. In the event that this escrow is canceled, any fees or charges due Chicago Title Company including cancellation fees and any expenditures incurred or authorized shall be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent jurisdiction. Upon payment thereof, return documents and monies to the respective parties depositing same, or as ordered by the court, and void any executed instruments. 9. If there is no written activity by a principal to this escrow within any six-month period after the Time Limit Date set forth herein, Chicago Title Company may, at its option, terminate its agency obligation and cancel this escrow, returning all documents, monies or other items held, to the respective parties entitled thereto, less any fees and charges as provided herein. 10. If, for any reason, funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable charge as custodian, of not less than $25.00 per month, unless otherwise specified. (Continued) BEIGPISH-10/23/98- Irc GENERAL PROVISIONS (Continued) TO: CHICAGO TITLE COMPANY Escrow No. 11002603 - X33 Date April 23, 2001 11. In the event that you should receive or become aware of conflicting demands or claims with respect to this escrow, or the rights of any of the parties hereto, or any money or property deposited herein, you shall have the absolute right at your option to discontinue any or all further acts until such conflict is resolved to your satisfaction. 12. In the event that any Offer to Purchase, Deposit Receipt, or any other form of Purchase Agreement is deposited in this escrow, you, as escrow holder, are not to be concerned with the terms of such document and are relieved of all responsibility in connection therewith. The foregoing is not applicable in any transaction in which Chicago Title has specifically agreed to accept an Offer to Purchase, Deposit Receipt or other form of Purchase Agreement as escrow instructions. In any event, you are not to be concerned or liable for items designated as "memoranda" in these escrow instructions nor with any other agreement or contract between the parties. 13- The parties hereto, by execution of these instructions acknowledge that the escrow holder assumes no responsibility or liability whatsoever for the supervision of any act or the performance of any condition which is a condition subsequent to the closing of this escrow. 14. In the absence of instructions to the contrary, you are hereby authorized to utilize wire services, overnight, next day, or other expedited delivery services (as opposed to the regular U.S. Mail) and to charge the respective party's account accordingly. 15. Concerning any real property involved in this transaction you are released from and sha!i have no liability, obligation or responsibility with respect to (a) withholding of funds pursuant to Secticn 1445 of the Internal Revenue Code of 1986 as amended, and to Sections 18662 and 18668 of the California Revenue and Taxation Code, (b) advising the parties as to the requirements of said Section 1445, (c) determining whether the transferor is a foreign person or a non-resident under such Section, nor (d) obtaining a non foreign affidavit or other exemption from withholding under said Sections nor otherwise making any inquiry concerning compliance with such Sections by any party to the transaction. 16. If you pay a demand to pay in full a revolving line of credit or equityline loan, you are hereby instructed on my behalf and for my benefit, to request that the lender issuing said demand cancel said revolving line or equityline of credit. 17. You are authorized to furnish to any affiliate of Chicago Title Company, any attorney, broker or lender identified with this transaction or any one acting on behalf of such lender any information, instructions, amendments, statements, or notices of cancellation given in connection with this escrow. If any check submitted to escrow is dishonored when presented for payment, you are authorized to notify all principals and/or their respective agents of such non payment. 18. All notices, change of instructions, communications and documents are to be delivered in writing to the office of Chicago Title Company, as set forth herein. 19. All funds received in this escrow shall be deposited with other escrow funds in one or more non -interest bearing demand accounts of Chicago Title Company in any state or federal bank or any state or federal savings and. loan association ("the depository institutions") and may be transferred to any other such accounts. 20. The parties to this escrow acknowledge that while these accounts do not bear interest, because of these and other banking relationships with the depository institutions, Chicago Title Company and its affiliates may receive from some of the depository institutions an array of banking services, accommodations or other benefits. Chicago Title Company and its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from some of the depository institutions. All of such services, accommodations and other benefits shall accrue, directly or indirectly, to Chicago Title Company and its affiliates and they shall have no obligation to account to the parties to this escrow for the value of such services, accommodations or other benefits. All disbursements shall be made by Chicago Title Company check, unless otherwise instructed. Chicago Title Company shall not be responsible for any delay in closing if funds received by escrow are not available for immediate withdrawal. Chicago Title Company may, at its option, require concurrent instructions from all principals prior to release of any funds on deposit in this escrow. You are authorized to destroy or otherwise dispose of any and all documents, papers, instructions, correspondence and other material pertaining to this escrow at the expiration of six (6) years from the close of escrow or cancellation thereof, without liability and without further notice. (Continued) BEIGP2SH-10/23/98- Irc GENERAL PROVISIONS (Continued) TO: CHICAGO TITLE COMPANY Escrow No. 11002G03.- X33 Date April 23, 2001 IMPORTANT NOTICE Except for wire transfers, funds remitted to this escrow are subject to availability requirements imposed by Section 12413.1 of the California Insurance Code. CASHIER'S, CERTIFIED or TELLER'S checks, payable to CHICAGO TITLE COMPANY are generally available for disbursement on the next business day following the date of deposit. Other forms of payment may cause extended delays in the closing of your transaction pursuant to the requirements imposed by State Law. (Wire transfer information available upon request) ALL PARTIES TO THIS ESCROW ACKNOWLEDGE THAT CHICAGO TITLE COMPANY DOES NOT PROVIDE LEGAL ADVICE NOR HAS IT MADE ANY INVESTIGATION, REPRESENTATIONS OR ASSURANCES WHATSOEVER REGARDING THE LEGAL ASPECTS OR COMPLIANCE OF THIS TRANSACTION WITH ANY TAX, SECURITIES OR ANY OTHER STATE OR FEDERAL LAWS. IT IS RECOMMENDED THAT THE PARTIES OBTAIN INDEPENDENT LEGAL COUNSELAS TO SUCH MATTERS. THE FOREGOING ESCROW INSTRUCTIONS AND GENERAL PROVISIONS HAVE BEEN READ AND ARE UNDERSTOOD AND AGREED TO BY EACH OF THE UNDERSIGNED. SELLER'S SIGNATURE(S): BUYER'S SIGNATURE (S) : UNION OIL COMPANY OF CALIFORNIA DBA UNOCAL, THE CITY OF EDMONDS A CALIFORNIA CORPORATION J BY i BY ITS : 117i) YC ITS: p ITS: eorrY CLC-&f[ Current Address: Current Address: 37G SOUTH VALENCIA AVENUE 121 5TH AVENUE NORTH BREA, CA 92823 EDMONDS, WA 98020 Telephone: Telephone: BEIGP3SH-10/23/96- Irc CHICAGO TITLE COMPANY 131 NORTH EL MOLINO AVENUE, #150, Pasadena, CA 91101 (877) 288-4614 Fax: (626) 432-7833 Escrow No: 11002603 - X33 Escrow Officer: TAMMEY BAZINET Prior to the close of your escrow, you will need to provide us with how you wish to hold title to the real property you are purchasing. For your convenience, you may use the lower portion of this letter to indicate the exact name and manner of title. If you have any questions concerning this form, please do not hesitate to give us a call. If you have any questions or concerns regarding how you should hold title, please consult your attorney. CHICAGO TITLE COMPANY By: Escrow Officer TO: CHICAGO TITLE,COMPANY Title to the real property I/we are acquiring shall vest in the manner as indicated below. name) and I-) (please print name) Husband and Wife, as Joint Tenants Husband and Wife, as Community Property Husband and Wife, as Tenants in Common An Unmarried Man (divorced) An Unmarried Woman (divorced) A Married Man As His Sole and Separate Property (Quitclaim Deed will be required from Spouse) Wife's name: A Married Woman As Her Sole and Separate Property (Quitclaim Deed will be required from Spouse) Husband's name: A Single Man (never married) A Single Woman (never married) A Widow A Widower as to an undivided % interest A TRUST AS FOLLOWS: (exact names of the trustees and name and date of the trust) A FULL COPY OF THE TRUST MAY BE REQUIRED Other: Escrow holder is authorized to complete the Grant Deed and all pertinent documents, prior to close of escrow in accordance with same. (s6gnalure) (signature) rn�ro Rrr6sr . &-t�- e�y L�s ature) � (signature) VF—01/22/97bk DEPOSIT INVESTMENT INSTRUCTIONS TO, CHICAGO TITLE COMPANY, LICENSED BY THE CALIF. DEPT. OF INSURANCE 131 NORTH EL MOLINO AVENUE, #150, Pasadena, CA 91101 Phone: (877) 288-4614 Fax: (626) 432-7833 Escrow No. 011002603 - X33 Escrow Officer TAMMEY BAZINET Date 04/23/01 From collected funds on deposit in the above referenced escrow for my account, you are hereby instructed, upon receipt of these signed instructions, to deposit the sum of * ALL FUNDS ON DEPOSIT (* and any additional sums which I may direct) with the following institution: BANK OF AMERICA located at: 333 SOUTH BEAUDRY AVENUE, 16 TH FLOOR, LOS ANGELE S . CA 90071 and open the following type of interest bearing account: ® A regular Passbook Account 0 A Certificate of Deposit` for a maximum period of days. 0 Other*: (* The choice of an account other than a regular passbook type, and/or a deposit, or cumulative deposits, in excess of $100,000.00 will require the approval of all other principals to this escrow.) The account is to be in the name of: THE CITY OF EDMONDS by Chicago Title Company, Escrow Agent, You are further instructed and I hereby acknowledge the following: 1. The type of account selected determines the withdrawal availability of the funds and the possible imposition of penalties for early withdrawal. The selection of the depository, type of account and term of deposit was made at my sole discretion. 2. Any and all interest earned on such deposit shall be credited to my account unless written instructions to the contrary are provided to the escrow by the principal(s). 3. I have made an independent inquiry of the selected financial institution, and the escrow agent has no liability in the event of failure, insolvency or inability of this depository to pay said funds, plus accrued interest, upon demand. 4. I am familiar with the limitations on payments for insured deposits in excess of $100,000.00 and the cumulative effect of other accounts held or owned by me in the above named depository. 5. If for any reason funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable monthly charge as custodian, of not less than $25.00 , unless otherwise specified. I further acknowledge that I may also be charged a set-up fee of $50.90 for this investment. 6. You are authorized to withdraw said funds and re -deposit in the above numbered escrow when, in your sole opinion, close of escrow is imminent, or upon maturity of the account, or escrow cancellation. 7. You are authorized to furnish upon request, a copy of these instructions to the principals of the above referenced escrow. 8. The escrow agents only responsibility in this matter is to comply with the foregoing instructions. You shall provide the attached completed form W-9 to the within named depository showing the following Social Security or Tax I.D. number(s): CHICAGO TITLE COMPANY shall not be responsible for any penalties or Ioss of principal or interest or any delays in the withdrawal of the funds which may be imposed by tine Depository as a result of the making or redeeming of the investment pursuant to these instructions, nor shall CHICAGO TITLE COMPANY be liable for any loss or impairment of funds while those funds are in the course of collection or while those funds are on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of that financial institution. DEPOSITOR: THE CITY OF EDMONDS BY: ITS: BY: ITS: MAILING AOi7F Address: City/State/Zip: APPROVED: AFTER CLOSE: Date: Date: DII --01 /09/96bk r row No: 11002603 - X33 Form W-Q (Rev. December 1987) Request for Taxpayer Give this form Department of the Treasury Identification Number and Certification to the regLester. Do Internal Revenue Service NOT send to IRS. Name f a joint ac ount or ypu changed your name, see Specific Instructions on page 2.) C�y �drr� Businessiname, if different from above. (See Specific Insttructions on page 2.) Check appropriate box: ❑ Individual/Sole proprietor ❑ Corporation ❑ Partnership Other Address (number, stree and a t. or suite /�f 5 - and ZIP U.-TAMP Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). However, if you are a resident alien OR a sole proprietor, see the instructions on page 2. For other entities, it is your employer identification number (EIN). If you do not have a number, see How To Get a TIN on page 2. Note: If the account is in more than one name, see the chart on page 2 for guidelines on whose number to enter. Social security number OR Employer identification number 14l t4lv 10 11ah Requester's name and address (optional) List account number(s) here (optional) Part II For Payees Exempt Fz Backup Withhokfiug (See the instructions on page 2) Part III Certiizcatinn Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions. - You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment or secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), ano generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on pag e 2. Sign Here Signature > Pk aot., - gd,2.&� Date > 4—A 7—Q/ Purpose of Form.- A person who is required to file an information return with the IRS must get your correct taxpayer indetification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 to give your correct TIN to the person requesting it (the requester) and, when applicable, to: 1.Certify the TIN you are giving is correct (or you are waiting for a number to be issued), 2.Certify you are not subject to backup withholding, or 3.Claim exemption from backup withholding if you are an exempt payee. Note:lf a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. What Is Backup Withholding? -Persons making certain payments to you must withhold and pay to the IRS 31 % of such payments under certain conditions, This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1.You do not furnish you TIN to the requester, or 2,The IRS tells the requester that you furnished an incorrect TIN, or 3.The IRS tells you that you are subject to backup withholding because you did not report all you interest and dividends on your tax return (for reportable interest and dividends only), or 4.You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983) only, or 5.You do not certify your TIN when required. See the Part III instructions on page 2 for details. Certain payees and payments are exempt from backup withholding. See the Part II instructions and the separate Instructions for the Requester of Form W-9. Penalties Failure To Furnish TIN.- If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil Penalty for False Information With Respect to Withholding.- If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal Penalty for Falsifying Information.- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs.-If the requester discloses or uses TINS in violation of Federal law, the requester may be subject to civil and criminal penalties. W9--03/26/99ah Cat. No. 10231X Form yy-9 (Rev. 12-96) CHICAGO TIT- COMPANY 131 NORTH EL MOLINO AVENUE, #150, Pasadena, CA 91101 Phone: (877) 288-4614 Fax: (626) 432-7833 FIRE INSURANCE INFORMATION FORM ESCROW NO. 11002603 - X33 PROPERTY: EDMONDS MARINA BEACH PROPERTY, PROPERTY #9925899, EDMONDS, CA NOTE: IF YOU ARE INTERESTED IN OBTAINING A QUOTATION FROM CHICAGO ♦ r..r.TT T A mr_r'% [Z 7TmLT I-XXYflA fl f% TTTT T. -scrow No: 11002603 - X33 Form W-9 (Rev. 12-96) Page 2 Specific Instructions Name.- If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on you social security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I or the form. Sole Proprietor.- You must enter your individual name as shown on your social security card. You may enter your business, trade, or "doing business as" name on the business name line. Other Entities.- Enter the business name as shown on required Federal tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or "doing business as" name on the business name line. Part I- Taxpayer Identification Number (TIN) You must enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number(ITIN). Enter it in the social security number box. If you do not have an ITIN, see How To Get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, using your EIN may result in unnecessary notices to the requester. Note: See the chart on this page for further clarification of name and TIN combinations. How To Get a TIN. -If you did not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5 from your local Social Security Administration office. Get Form W-7 to apply for an ITIN or Form SSA to apply for an EIN. You can get Forms W-7 and SSA from the IRS by calling 1-800-TAX-FORM (1-800-829-3676). If you do not have a TIN, write "Applied For" in the space for the TIN, sign and date form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester. Other payments are subject to backup withholding. Note: Writing Applied For" means that you have already applied for a TIN OR that you intend to apply for one soon. Part II -For Payees Exempt From Backup Withholding Individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. For more information on exempt payees, see the separate Instructions for the Requester of Form W-9. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part 1, write "Exempt" in Part Il, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed Form W-8, Certificate of Foreign Status Part III -Certification For a joint account, only the person whose TIN is shown in Part I should sign (when required). 1.1nterest, Dividend, and Barter Exchange Accounts Opened Before 1984 and Broker Accounts Considered Active During 1983. You must give your correct TIN, but you do not have to sign the certification. 2.Interest, Dividend, Broker, and Barter Exchange Accounts Opened After 1983 and Broker Accounts Considered Inactive During 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3.Real Estate Transactions. You must sign the certification. You may cross out item 2 of the certification. 4.Other Payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other Payments" include payments made in the coarse of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), and payments to a nonemployee for services (including attorney and accounting fees), and payments to certain fishing boat crew members. 5.Mortgage Interest Paid by You, Acquisition or Abandonment of Secured Property, Cancellation of Debt, or IRA Contributions. You must give your correct TIN, but you do not have to sign the certification. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you it give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest to you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer, Certain penalties may also apply. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The Individual 2. Two or more Individuals The actual owner of the account (joint account) or, if combined funds, the first individual on the account (1; 3. Custodian account of a minor The minor (2) (Uniform Gift to Minors Act) 4, a. The usual revocable savings The grantor -trustee (1) trust (grantor is also trustee) b. So-called trust account that The actual owner (1) is not a legal or valid trust under state law 5. Sole proprietorship The owner (3) For this type of account: Give name and EIN of: 6. Sole Proprietorship The owner (3) 7. A valid trust, estate, Legal entity (4) or pension trust a. Corporate The coporation 9. Association, club, religious, The organization charitable, educational, or other lax -exempt organization 10. Partnership The partnership 11. A broker or registered The broker or nominee nominee 12. Account with the Department The public entity of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's SSN. (3) You must show your individual name, but you may also enteryour business or "doing business as"name. You may use either your SSN or EIN (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. W9a--04/05/99ah *U.S. Government Printina Office: 1997 417-677/60044 ESCROW INSTRUCTIONS Client Copy O�F O: CHICAGO TITLE COMPANY, licensed by the California Department of Insurance 1 NORTH EL MOLINO AVENUE, #150, Pasadena, CA 91101 (626)432-7822 Fax (626)432-7833 Escrow No. 11002603 - X33 Escrow Officer TAMMEY BAZINET Date April 23, 2001 1. The undersigned hands you a AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS, 2. hereinafter the Agreement, dated April 20, 2001 , executed by UNION OIL COMPANY OF CALIFORNIA DBA 3. UNOCAL, A CALIFORNIA CORPORATION as Seller; and THE CITY OF EDMONDS as Buyer. 4. 5. On or before the Time Limit Date of December 20, 2001 the parties will hand you all of the documents and funds and 6. comply with all of the terms, conditions and provisions called for therein. 7. 8. You as escrow holder, are instructed to act in accordance with the terms and conditions of said agreement insofar as 9• is required to close this escrow. Specifically, you are to be concerned only with paragraphs 1. PURCHASE PRICE, 4. 10. ESCROW, 7.5 COMMISSION, 7.6 NOTICES, and 7.11 TIME. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. (Page 1) GEISH--05/14/97bk GENERAL PROVISIONS TO: CHICAGO TITLE COMPANY Escrow No. 11002603 - X33 Date April 23, 2001 Time is of the essence of these instructions. If this escrow is not in a condition to close by the TIME LIMIT DATE as provided for herein and written demand for cancellation is received by you from any principal to this escrow after said date, you shall act in accordance with paragraph 7 of the General Provisions. If no conflicting instruction or demand for cancellation is made, you will proceed to close this escrow when the principals have complied with the escrow instructions. In the event one or more of the General Provisions are held to be invalid, those remaining will continue to be operative. Any amendments of or supplements to any instructions affecting escrow must be in writing. You are authorized to order demands for, and pay at the close of escrow any encumbrances of record necessary to place title in the condition called for without further authorization. You are further authorized, prior to the close of escrow, to pay from funds on deposit any fees necessary to obtain any demand and/or report as may be required in this escrow and at the close of escrow charge the parties as appropriate. The principals will hand you any funds and instruments required from each respectively to complete this escrow. Interest on any new financing may begin to accrue on the date loan funds/proceeds are disbursed by the new lender, and borrower agrees to pay same in accordance with lender's instructions. 2. You are instructed to deliver and/or record all documents and disburse all funds when you can comply with these instructions and issue any title insurance policy as called for herein. These instructions, together with any amendments and/or supplements, may be executed in counterparts and together shall constitute one and the same document. If these instructions relate to a sale, and if there is no other written agreement between the parties pertaining thereto, buyer agrees to buy and seller agrees to sell upon the terms and conditions hereof. All documents, balances and statements due the undersigned are to be mailed to the respective addresses shown herein, unless otherwise directed. In the event that any party to this escrow utilizes facsimile transmitted signed documents, all parties hereby agree to accept and hereby instruct the escrow holder to rely upon such documents as if they bore original signatures. Buyer and seller further acknowledge that any documents to be recorded bearing non original (facsimile) signatures will not be accepted for recording by the county recorder. 3. The phrase "close of escrow" (or COE) as used in this escrow means the date on which documents are recorded, unless otherwise specified. 4 Assume a 30 day month in any proration herein provided, and unless otherwise instructed, you are to use the information contained in the latest available tax statement, including any supplemental taxes of record, rental statement as provided by seller and beneficiary's or association statements delivered into escrow for proration purposes. 5. Upon close of escrow you are instructed to charge our respective accounts the costs attributable to each, including but not limited to costs as provided for herein and/or in accordance with our respective estimated statements attached hereto and made a part hereof. 6 Recordation of any instruments delivered through this escrow, if necessary or proper for the issuance of the policy of title insurance called for, is authorized. No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. 7. If demand to cancel is submitted after the Time Limit Date, any principal so requesting you to cancel this escrow shall file notice of demand to cancel in your office in writing. You shall within three (3) working days thereafter mail by certified mail one copy of such notice to each of the other principals at the address stated in this escrow. Unless written objection thereto is filed in your office by a principal within fifteen (15) calendar days after the date of such mailing, you are instructed to cancel this escrow. If this is a sale escrow, you may return the lender's papers and/or funds upon lender's demand. 8. In the event that this escrow is canceled, any fees or charges due Chicago Title Company including cancellation fees and any expenditures incurred or authorized shall be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent jurisdiction. Upon payment thereof, return documents and monies to the respective parties depositing same, or as ordered by the court, and void any executed instruments. 9. If there is no written activity by a principal to this escrow within any six-month period after the Time Limit Date set forth herein, Chicago Title Company may, at its option, terminate its agency obligation and cancel this escrow, returning all documents, monies or other items held, to the respective parties entitled thereto, less any fees and charges as provided herein. 10. If, for any reason, funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable charge as custodian, of not less than $25.00 per month, unless otherwise specified. (Continued) BEIGPiSH-10/23/98- Irc GENERAL PROVISIONS (Continued) TO: CHICAGO TITLE COMPANY Escrow No. 11002603 - X33 Date April 23, 2001 11. In the event that you should receive or become aware of conflicting demands or claims with respect to this escrow, or the rights of any of the parties hereto, or any money or property deposited herein, you shall have the absolute right at your option to discontinue any or all further acts until such conflict is resolved to your satisfaction. 12. In the event that any Offer to Purchase, Deposit Receipt, or any other form of Purchase Agreement is deposited in this escrow, you, as escrow holder, are not to be concerned with the terms of such document and are relieved of all responsibility in connection therewith. The foregoing is not applicable in any transaction in which Chicago Title has specifically agreed to accept an Offer to Purchase, Deposit Receipt or other form of Purchase Agreement as escrow instructions. In any event, you are not to be concerned or liable for items designated as "memoranda" in these escrow instructions nor with any other agreement or contract between the parties. 13. The parties hereto, by execution of these instructions acknowledge that the escrow holder assumes no responsibility or liability whatsoever for the supervision of any act or the performance of any condition which is a condition subsequent to the closing of this escrow. 14. In the absence of instructions to the contrary, you are hereby authorized to utilize wire services, overnight, next day, or other expedited delivery services (as opposed to the regular U.S. Mail) and to charge the respective party's account accordingly. 15. Concerning any real property involved in this transaction you are released from and shall have no liability, obligation or responsibility with respect to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code of 1986 as amended, and to Sections 18662 and 18668 of the California Revenue and Taxation Code, (b) advising the parties as to the requirements of said Section 1445, (c) determining whether the transferor is a foreign person or a non-resident under such Section, nor (d) obtaining a non foreign affidavit or other exemption from withholding under said Sections nor otherwise making any inquiry concerning compliance with such Sections by any party to the transaction. 16. If you pay a demand to pay in full a revolving line of credit or equityline loan, you are hereby instructed on my behalf and for my benefit, to request that the lender issuing said demand cancel said revolving line or equityline of credit. 17 You are authorized to furnish to any affiliate of Chicago Title Company, any attorney, broker or lender identified with this transaction or any one acting on behalf of such lender any information, instructions, amendments, statements, or notices of cancellation given in connection with this escrow. If any check submitted to escrow is dishonored when presented for payment, you are authorized to notify all principals and/or their respective agents of such non payment. 18- All notices, change of instructions, communications and documents are to be delivered in writing to the office of Chicago Title Company, as set forth herein. 19. All funds received in this escrow shall be deposited with other escrow funds in one or more non -interest bearing demand accounts of Chicago Title Company in any state or federal bank or any state or federal savings and_ loan association ("the depository institutions") and may be transferred to any other such accounts. The parties to this escrow acknowledge that while these accounts do not bear interest, because of these and other banking relationships with the depository institutions, Chicago Title Company and its affiliates may receive from some of the depository institutions an array of banking services, accommodations or other benefits. Chicago Title Company and its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from some of the depository institutions. Al of such services, accommodations and other benefits shall accrue, directly or indirectly, to Chicago Title Company and its affiliates and they shall have no obligation to account to the parties to this escrow for the value of such services, accommodations or other benefits. All disbursements shall be made by Chicago Title Company check, unless otherwise instructed. Chicago Title Company shall not be responsible for any delay in closing if funds received by escrow are not available for immediate withdrawal. Chicago Title Company may, at its option, require concurrent instructions from all principals prior to release of any funds on deposit in this escrow. 20. You are authorized to destroy or otherwise dispose of any and all documents, papers, instructions, correspondence and other material pertaining to this escrow at the expiration of six (6) years from the close of escrow or cancellation thereof, without liability and without further notice. (Continued) BEIGP23H-10/23/98- Irc GENERAL PROVISIONS (Continued) TO: CHICAGO TITLE COMPANY Escrow No. 11002603 - X33 Date April 23, 2001 IMPORTANT NOTICE Except for wire transfers, funds remitted to this escrow are subject to availability requirements imposed by Section 12413.1 of the California Insurance Code. CASHIER'S, CERTIFIED or TELLER'S checks, payable to CHICAGO TITLE COMPANY are generally available for disbursement on the next business day following the date of deposit. Other forms of payment may cause extended delays in the closing of your transaction pursuant to the requirements imposed by State Law. (Wire transfer information available upon request) ALL PARTIES TO THIS ESCROW ACKNOWLEDGE THAT CHICAGO TITLE COMPANY DOES NOT PROVIDE LEGAL ADVICE NOR HAS IT MADE ANY INVESTIGATION, REPRESENTATIONS OR ASSURANCES WHATSOEVER REGARDING THE LEGAL ASPECTS OR COMPLIANCE OF THIS TRANSACTION WITH ANY TAX, SECURITIES OR ANY OTHER STATE OR FEDERAL LAWS. IT IS RECOMMENDED THAT THE PARTIES OBTAIN INDEPENDENT LEGAL COUNSEL AS TO SUCH MATTERS. THE FOREGOING ESCROW INSTRUCTIONS AND GENERAL PROVISIONS HAVE BEEN READ AND ARE UNDERSTOOD AND AGREED TO BY EACH OF THE UNDERSIGNED. SELLER'S SIGNATURE (S) : UNION OIL COMPANY OF CALIFORNIA DBA UNOCAL, A CALIFORNIA CORPORATION By ITS: Current Address: 376 SOUTH VALENCIA AVENUE BREA, CA 92823 Telephone: BEIGP3SH-10/23/98- Irc BUYER'S SIGNATURE(S): THE CITY OF EDMONDS By ITS: BY - ITS : Current Address: 121 5TH AVENUE NORTH EDMONDS, WA 98020 Telephone: Client C COMMITMENT FOR TITLE INSURANCE CHICAGO TITLE INSURANCE COMPANY CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation, herein called the Company, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums and charges therefore; all subject to the provisions of Schedules A and B and to the Exclusions from Coverage (appearing herein) and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this commitment to be signed and sealed as of the date of policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. Issued by: CHICAGO TITLE INSURANCE COMPANY 3030 HOYT AVENUE EVERETT, WA 98201 (425) 258-3683 A7 tpR f�p,POq�r� oC.V f v SEAL ............................................................ Authorized Signature * * J CHICAGO TITLE INSURANCE COMPANY By: President By: I n Secretary Form C 9800 (Reprinted 09/00) CHIC GO TITLE INSURANCE COMPANY - : HOYTAVEINUE, EVOREIT, WA 98201 A.L.TA COMMITMENT SCHEDULE A Title Unit: 04679 Phone: (425)259-8205 Fax: (425)259-8239 Order No.: 365685 Officer: ELWOOD TITLE UNIT, SNOHOMISH COUNTY Your No.: 82009723-53 / UNOCAL Commitment Effective Date: NOVEMBER 8, 2000 at 8:00 A.M. 1. Policy or Policies to be issued: ALTA Owner's Policy Amount: $ 0.0 0 1992 STANDARD Premium: TO FOLLOW Tax: Proposed Insured: TO BE DISCLOSED Policy or Policies to be issued: Amount: $ 0 .0 0 ALTA Loan Policy Premium: Tax: Proposed Insured: Policy or Policies to be issued: Amount: $ 0. 0 0 ALTA Loan Policy Premium: Tax: Proposed Insured: 2. The estate or interest in the land which is covered by this Commitment is: FEE SIMPLE 3. Title to the estate or interest in the land is at the effective date hereof vested in: UNION OIL COMPANY OF CALIFORNIA, A CALIFORNIA CORPORATION 4 . The land referred to in this Commitment is described as follows: SEE ATTACHED LEGAL DESCRIPTION EXHIBIT WLTACOMA/RDA/0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE A (Continued) Order No.: s 3 6 5 6 8 5 Your No.: 82009723-53 / UNOCAL LEGAL DESCRIPTION EXHIBIT (Paragraph 4 of Schedule A continuation) ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION;; THENCE SOUTH 42034'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. CLTACMA6/ RDA/ 0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE B Order No.: 365685 Your No.: 82009723-53 / UNOCAL Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company. GENERAL EXCEPTIONS A. Rights or claims of parties in possession not shown by the public records. B. Encroachments, overlaps, boundary line disputes, or other matters whichwould be disclosed by an accurate survey and inspection of the premises. C. Easements, or claims of easements, not shown by the public records. D. Any lien, or right to a lien, for contributions to employee benefit funds, or for state workers' compensation, or for services, labor, or material heretofore or hereafter furnished, all as imposed by law, and not shown by the public records. E. Taxes or special assessments which are not shown as existing liens by the public records. F. Any service, installation, connection, maintenance, tap, capacity or construction charges for sewer, water, electricity, other utilities, or garbage collection and disposal. G. Reservations or exceptions in patents or in Acts authorizing the issuance thereof; Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. H. Water rights, claims, or title to water. I. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records, or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment. SPECIAL EXCEPTIONS FOLLOW WLTACOMD/RDA/0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE B (Continued) Order No.: 000365685 Your No.: 820097.,23-53 / UNOCAL SPECIAL EXCEPTIONS 1. PAYMENT OF THE REAL ESTATE EXCISE TAX, IF REQUIRED. THE PROPERTY DESCRIBED HEREIN IS SITUATED WITHIN THE BOUNDARIES OF LOCAL TAXING AUTHORITY OF CITY OF EDMONDS. PRESENT RATE OF REAL ESTATE EXCISE TAX AS OF THE DATE HEREIN IS 1.78 PERCENT. ANY CONVEYANCE DOCUMENT MUST BE ACCOMPANIED BY THE OFFICIAL WASHINGTON STATE EXCISE TAX AFFIDAVIT. THE APPLICABLE EXCISE TAX MUST BE PAID AND THE AFFIDAVIT APPROVED AT THE TIME OF THE RECORDING OF THE CONVEYANCE DOCUMENTS. 2. DELINQUENT GENERAL TAXES: YEAR: 2000 AMOUNT BILLED: $ 4,320.87 AMOUNT PAID: $ 2,160.44 AMOUNT DUE: $ 2,160.43, PLUS INTEREST AND PENALTY TAX ACCOUNT NUMBER: 270326-002-003-00 LEVY CODE: 0210 ASSESSED VALUE -LAND: $ 255,200.00 ASSESSED VALUE -IMPROVEMENTS: $ 76,600.00 3. ANY LIEN OR LIENS THAT MAY ARISE OR BE CREATED IN CONSEQUENCE OF OR PURSUANT TO THE PROVISIONS OF AN ACT OF THE LEGISLATURE OF THE STATE OF WASHINGTON, ENTITLED "AN ACT PRESCRIBING THE WAYS IN WHICH WATERWAYS FOR THE USES OF NAVIGATION MAY BE EXCAVATED BY PRIVATE CONTRACT, PROVIDING FOR LIENS UPON TIDE AND SHORE LANDS BELONGING TO THE STATE, GRANTING RIGHTS OF WAY ACROSS LAND BELONGING TO THE STATE APPROVED MARCH 9, 1893, AS CONTAINED IN DEEDS RECORDED UNDER AUDITOR'S FILE NO.'S 106457, 117533 AND 135557. 4. ANY PROHIBITION OR LIMITATION OF USE, OCCUPANCY OR IMPROVEMENT OF THE LAND RESULTING FROM THE RIGHTS OF THE PUBLIC OR RIPARIAN OWNERS TO USE ANY PORTION WHICH IS NOW OR HAS BEEN FORMERLY COVERED BY WATER. 5. PARAMOUNT RIGHTS AND EASEMENTS IN FAVOR OF THE UNITED STATES FOR COMMERCE, NAVIGATION, FISHERIES AND THE PRODUCTION OF POWER. CLTACMBI /RDA/0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE B (Continued) Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS 6. LICENSE AND THE TERMS AND CONDITIONS THEREOF CONTAINED THEREIN BY AND BETWEEN UNION OIL COMPANY OF CALIFORNIA (LICENSOR) AND THE PACIFIC TELEPHONE AND TELEGRAPH COMPANY (LICENSEE) TO CONSTRUCT, USE, IMPROVE, MAINTAIN, AND REMOVE A PRIVATE ROADWAY AND BRIDGE ACROSS GOVERNMENT LOT 1 IN SECTION 26 FOR THE PURPOSE OF INGRESS AND EGRESS FROM LICENSEE'S MARINE RADIO TELEPHONE BUILDING, ALL AS SET FORTH IN DOCUMENT RECORDED JANUARY 10, 1957 UNDER AUDITOR'S FILE NUMBER 1221340. 7. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PACIFIC NORTHWEST BELL TELEPHONE COMPANY, A WASHINGTON CORPORATION, ITS SUCCESSORS AND ASSIGNS PURPOSE: UNDERGROUND COMMUNICATION LINES AREA AFFECTED: A STRIP OF LAND TEN (10) FEET IN WIDTH ACROSS A PORTION OF GOVERNMENT LOT 2, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING 12 FEET WESTERLY OF THE WESTERLY RIGHT OF WAY MARGIN OF THE BURLINGTON NORTHERN RAILWAY ON THE NORTH LINE OF SAID GOVERNMENT LOT 2; THENCE NORTHEASTERLY PARALLEL WITH AND 12 FEET DISTANT FROM SAID WESTERLY RIGHT OF WAY MARGIN OF THE BURLINGTON NORTHERN RAILWAY TO THE SOUTHERLY RIGHT OF WAY MARGIN OF THE PORT OF EDMONDS AND THE TERMINUS OF THE CENTERLINE OF SAID TEN (10) FOOT STRIP OF LAND RECORDED: FEBRUARY 1, 1974 RECORDING NUMBER: 2327658 CONTAINS DEFECTIVE DESCRIPTION - SHOULD AFFECT GOVERNMENT LOT 1, BUT SAYS IT AFFECTS GOVERNMENT LOT 2. 8. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: CLTACM H2/ RDA/ 0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE B (Continued) Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS GRANTEE: STATE OF WASHINGTON, DEPARTMENT OF TRANSPORTATION PURPOSE: TO CONSTRUCT, MAINTAIN AND OPERATE A 72 INCH STORM SEWER OUTFLOW ACROSS THOSE CERTAIN TIDELANDS HELD BY THE COMPANY UNDER LEASE FROM THE STATE OF WASHINGTON BY INSTRUMENT DATED JULY 5, 1967, SUCH GRANT TO HAVE EFFECT SO LONG AS THE AFOREMENTIONED TIDELANDS CONTINUE TO BE HELD UNDER LEASE BY THE COMPANY, THE DEPARTMENT AGREES AND DOES HEREBY HOLD THE COMPANY HARMLESS FROM ANY LIABILITY OR CLAIMS OF DAMAGE ARISING OUT OF THE CONSTRUCTION, MAINTENANCE OR OPERATION OF SAID PIPELINE. THE EASEMENT GRANTED HEREBY SHALL BE 50 FEET IN WIDTH, LOCATED AS SHOWN ON SHEET 1 OF 7 OF THE RIGHT OF WAY PLANS ENTITLED SR 104: EDMONDS: FERRY TERMINAL TO 5TH AVENUE, DATED JANUARY 9, 1969 AND REVISED NOVEMBER 12, 1971, AND FURTHER REVISED 3-17-78, EXTENDING DRAINAGE EASEMENT FORM STA 44+40 TO 45+93 AREA AFFECTED: UNDETERMINED RECORDED: AUGUST 4, 1978 RECORDING NUMBER: 7808040307 9. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: CITY OF EDMONDS, A MUNICIPAL CORPORATION INSTALLATION, OPERATION, AND MAINTENANCE OF A WATER MAIN PORTION OF PARCEL II LYING WITHIN THE SOUTHWESTERLY PORTION OF GOVERNMENT LOT 1 NOVEMBER 19, 1979 7911190250 CLTACMB2/ RDA /0999 CHICAGO TITLE INSURANCE COMPANY A.L.T.A. COMMITMENT SCHEDULE B (Continued) Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS 10. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: UNION OIL COMPANY OF CALIFORNIA, A CORPORATION AND; CITY OF EDMONDS, A MUNICIPAL CORPORATION RECORDED: FEBRUARY 21, 1980 RECORDING NUMBER: 8002210208 REGARDING: CONCOMITANT ZONING AGREEMENT 11. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: UNION OIL COMPANY OF CALIFORNIA, A CORPORATION AND: CITY OF EDMONDS, A MUNICIPAL CORPORATION RECORDED: MARCH 6, 1980 RECORDING NUMBER: 8003060145 REGARDING: CONCOMITANT ZONING AGREEMENT 12. CONDITIONS, COVENANTS AND RESTRICTIONS AND EASEMENTS CONTAINED ON CITY OF EDMONDS RECORD OF SHORT SUBDIVISION RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175. SAID SHORT PLAT ALSO CONTAINS A HOLD HARMLESS AND WAIVER AND RELEASE OF DAMAGES PROVISION. 13. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: CITY OF EDMONDS, A MUNICIPAL CORPORATION PURPOSE: OPERATING AND MAINTAINING A DRAINAGE SYSTEM AREA AFFECTED: A 20 FOOT WIDE EASEMENT LOCATED ON PARCEL I, THE CENTERLINE BEING A CENTERLINE OF AN EXISTING 48 INCH METAL CULVERT PIPE RECORDED: DECEMBER 23, 1981 RECORDING NUMBER: 8112230188 CLTACM B2/ RDA/0999 CHICAGO TITLE INSURANCE COMPANY A.L.T.A. COMMITMENT SCHEDULE B (Continued) Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS 14. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: CITY OF EDMONDS, A MUNICIPAL CORPORATION PURPOSE: WATER LINES AREA AFFECTED: VARIOUS PORTIONS RECORDED: OCTOBER 25, 1984 RECORDING NUMBER: 8410250184 15. LICENSE AND THE TERMS AND CONDITIONS THEREOF CONTAINED THEREIN BY AND BETWEEN UNION OIL COMPANY OF CALIFORNIA (LICENSOR) AND THE CITY OF EDMONDS (LICENSEE) TO PROVIDE LICENSEE NON-EXCLUSIVE PERMISSION TO INSTALL, MAINTAIN, OPERATE AND REMOVE ONE EIGHT INCH WATERMAIN ON A TRESTLE LOCATED OVER AND ACROSS THE BURLINGTON NORTHERN RAILROAD RIGHT OF WAY AS SET FORTH IN DOCUMENT RECORDED UNDER AUDITOR'S FILE NUMBER 8410250185. 16. TERMS AND PROVISIONS OF AN UNRECORDED LICENSE PERMIT NO. 11502 DATED JUNE 1, 1923 ISSUED TO UNION OIL COMPANY OF CALIFORNIA BY BURLINGTON NORTHERN RAILWAY COMPANY TO CONSTRUCT, MAINTAIN AND OPERATE A PIPE SUSPENSION TRESTLE. A COPY OF SAID PERMIT IS ATTACHED TO LICENSE RECORDED UNDER AUDITOR'S FILE NUMBER 8410250185. 17. LEASE AND THE TERMS AND CONDITIONS THEREOF: LESSOR: UNION OIL COMPANY OF CALIFORNIA, A CORPORATION LESSEE: CITY OF EDMONDS, A MUNICIPAL CORPORATION FOR A TERM OF: FIVE (5) YEARS COMMENCING ON THE 1ST DAY OF AUGUST, 1982, AND ENDING ON THE 31ST DAY OF JULY, 1987 RECORDED: JULY 28, 1982 RECORDING NUMBER: 8207280230 AFFECTS: PORTION OF GOVERNMENT LOT 1 CLl'AC.1 B2/ RDA/0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE B (Continued) Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS LESSEE SHALL HOLD OVER AFTER THE EXPIRATION OF THE TERM OF THIS LEASE, WITH LESSOR'S EXPRESS OR IMPLIED CONSENT, IT SHALL BE ON A YEAR-TO-YEAR TENANCY'IN ACCORDANCE WITH THE TERMS HEREOF, AND SAID CONSIDERATION SHALL BE PROVIDED DURING ANY SUCH EXTENSION. AMENDMENT AND/OR MODIFICATION OF LEASE: RECORDED: RECORDING NUMBER: AUGUST 19, 1986 8608190062 18. AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: PORT OF EDMONDS, A WASHINGTON MUNICIPAL CORPORATION AND: UNION OIL COMPANY OF CALIFORNIA, A CALIFORNIA CORPORATION D.B.A. UNOCAL RECORDED: SEPTEMBER 13, 2000 RECORDING NUMBER: 200009130374 REGARDING: EASEMENT SAID DOCUMENT APPEARS TO INTEND TO TERMINATE AN EXISTING EASEMENT AND GRANT A NEW EASEMENT FOR ACCESS. WE NOTE THAT SAID DOCUMENT DOES NOT CONTAIN A COMPLETE LEGAL DESCRIPTION TOGETHER WITH PERTINANT EXHIBITS, AND WE ARE UNABLE TO INSURE SAID EASEMENT AT THIS TIME. END OF SCHEDULE B NOTE A: UNRECORDED STATE LAND LEASE IN FAVOR OF UNION OIL COMPANY OF CALIFORNIA, FOR 16.01 ACRES FOR OIL TERMINAL DATED JULY 5, 1977, EXPIRING JULY 5, 1987, APPLICATION NO. 22-002438, DISCLOSED BY DOCUMENT RECORDED UNDER AUDITOR'S FILE NUMBER 8203030099. NOTE B: EFFECTIVE JANUARY 1, 1997, DOCUMENT FORMAT AND CONTENT REQUIREMENTS HAVE BEEN IMPOSED BY WASHINGTON LAW. FAILURE TO COMPLY WITH THE FOLLOWING REQUIREMENTS MAY RESULT IN REJECTION OF THE DOCUMENT BY THE COUNTY RECORDER OR IMPOSITION OF A $50.00 SURCHARGE. FIRST PAGE OR COVER SHEET REQUIREMENTS: CLTACMB2/RDA/0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA COMMITMENT SCHEDULE B (Continued) Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS 3" TOP MARGIN CONTAINING NOTHING EXCEPT THE RETURN ADDRESS. 1" SIDE AND BOTTOM MARGINS CONTAINING NO MARKINGS OR SEALS. TITLES) OF DOCUMENTS. RECORDING NO. OF ANY ASSIGNED, RELEASED OR REFERENCED DOCUMENT(S). GRANTORS NAMES (AND PAGE NO. WHERE ADDITIONAL NAMES CAN BE FOUND). GRANTEES NAMES (AND PAGE NO. WHERE ADDITIONAL NAMES CAN BE FOUND). ABBREVIATED LEGAL DESCRIPTION (AND PAGE NO. FOR FULL DESCRIPTION). ASSESSOR'S TAX PARCEL NUMBER(S). RETURN ADDRESS (IN TOP 3" MARGIN). **A COVER SHEET CAN BE ATTACHED CONTAINING THE ABOVE FORMAT AND DATA IF THE FIRST PAGE DOES NOT CONTAIN ALL REQUIRED DATA. ADDITIONAL PAGES: 1" TOP, SIDE AND BOTTOM MARGINS CONTAINING NO MARKINGS OR SEALS. ALL PAGES: NO STAPLED OR TAPED ATTACHMENTS. EACH ATTACHMENT MUST BE A SEPARATE PAGE. ALL NOTARY AND OTHER PRESSURE SEALS MUST BE SMUDGED FOR VISIBILITY. FONT SIZE OF 8 POINTS OR LARGER. THE FOLLOWING MAY BE USED AS AN ABBREVIATED LEGAL DESCRIPTION ON THE DOCUMENTS TO BE RECORDED TO COMPLY WITH THE REQUIREMENTS OF RCW 65.04. SAID ABBREVIATED LEGAL DESCRIPTION IS NOT A SUBSTITUTE FOR A COMPLETE LEGAL DESCRIPTION WHICH MUST ALSO APPEAR IN THE BODY OF THE DOCUMENT: PORTION OF GOVERNMENT LOT 1, 26-27-3 PLM/CD CLTACM 02/ RDAj 0999 CHICAGO TITLE INSURANCE COMPANY A.L.TA. COMMITMENT SCHEDULE B (Continued) ti Order No.: 365685 Your No.: 82009723-53 / UNOCAL SPECIAL EXCEPTIONS THE FOLLOWING PARTIES HAVE BEEN SENT A COPY OF THIS COMMITMENT: CHICAGO TITLE INSURANCE COMPANY JOHN MERIN (213)488-4348 UNOCAL OIL RICK TACKETT (425)640-7637 CLTACM B2/ RDA/0999 TideloW Lot I �K � 2-poi 2 PAt Z (SP S-2 -bol Job LIMIT L1M TS oos r 7 — 3 P o N. I This sketch Is for the purpose of showing the approximate general location of the premises without actual survey and Chicago Title assumes no liability In connection with the same. BM 31050oo �4dionDW4911Wf119111111111111P Allow BM 3t01D900 p ' Q 0 /2 2 4 01, 4 f7 k S.P. A F 83ID190281 00 a� 1 -- r__-_T—__?____ I I I I 1 I 04 /0 1 03 I 01 2-O�lo Pat: 701 A u 5. E. Ca. Gov. U N E. Car. Gov LI EXCLUSIONS (Cont'd.) 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a -fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. ALTA LOAN POLICY FORM (10-17-92) The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separa- tion in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encum- brance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim or priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is con- tracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. Vol...___ {_ s ?-------.Fade :-- O f Sn =ram+ o • TO F.P . A --'ns . 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ALNAO ander coarre p_to S �. tn.Yn�erfMd;CI �M` °smG`'a' r247 Bit T as �j as J'f�T.84a •t-.s�r� a ��, ble�* ; inn tt19 zn° No r tii .� s'r „ "w • �k an `�: .. ,,.� • bi-3or•� I3iie ;��fir�rice::Q�����. •,��ot�T�i�xi. ..-��� .:: - _ . ,_ _ � _a: � irk.: f� "�-"�= `�+,'a� _ .:.. �• �. Ls.i::acr ��r.�..J�•.iS,rt'�;^�`�.h� Ac Y� I. 0 r'= �`. ..�-.• SSO,i3SJ'SJS1S'bS[6c� 7{'on. -Y wt en nn - _ .. • pate of .Beta - . 4 .� 4.t,.1�ti • , ~+.+��.s•�`. atr �»rye'. a-,ca �07d.�LC�eTatian Revenue Com. Expires t _ .. e �• �_ 1 -.1.' �...�'� -.-`r �•,n. Ili- •_S 1\. �"�.�' I •Sr :.ti •�. ow arils: -7 5499 any: Dese,6p#iok-and Remarks; i�ar - 1'� -e _of s< �1'Zat�iva: 1 _8t ' the N. 'boundaj ling of i ; ax�ct °siesc.riptior :,produced ou ,.'in .:re sa; e direction_ to. ��rr-F,-r harbor link- and containing an -&r:e.�' ;fir.. less, : accordin g• to the off is L-_l map of Edrionds S, ;ids- �pr� i'i1�_a-�_:#te of ce =vf tie-• P-ommissa:cner. of-21falic ' ��: .4J1yi�I�' a� $i rF �i+1SJ-L�� 4 �'i�, r./�: .�..•• 'a .r r(�- :' •_. _—�'. .J • �c��hdweve �=��o �d7i;F =�.eXi = ar• :1 iers :� �i•w:..�•� . • • _ ' a,. :fur&u�nt to the Frovis��ns ':Pf t`e'd, in anspu7u�;nc -vf••• o'r" _ °; ZQ�•islature cf•:thi .tea- of Wa shingrt on-r ar-zroved- ch 3 i PlI'TT��, ..s .�,lo s:o�� of tie :$ -;l�e affixed 31s : char of ` E-S tr Charles- E_ Goon., I.ieuta; niir Govsrncr - and �.c:-_n� �ov-�rncr • -= --- :At+;-est:_.�I P_.:Fish, .Assistant. e.cr.etary of to r2CCI':� cf Tids Land Deeds, Volume 7 Labe 332 5 V File Xo. 117533 State Gf tvas_^_in_:,tvn Giza.rross Datad, .r ui:�'/. 19t 1907 TO J'1r.H. Sc-:v ';aCh _;r . Filed, e_L. 14 1907 2. 39 P Tr Consicd. G. TTl'ds. GRANTEES I Description � 3G.Zo G1,. S. & Co-vey his h. and � T-de fO110'; _. do:SC "lU �? .l!L lam:^ra Cif ' ri rSt C;1c.S8, S_':IAate in Sr10r"-(-,!, i S^ 1a;as'_---+0_11, t0-':dl! . -- All uortic_1 of t.-Ld•-, land Lot ',,To. 3 in froZt of "ec. 23 1':r�) 27 .• '3. Rari e 3 ryas, c= �_� „rills.:�er, ,_e Lr-r=dia_1, de5cr- ,ed 3e�ir_11l_ �; at t 1e �:Seiri�er CL'r'_:�, �J c.Ct=Jn5 GJ c`'?r. 20, �= - r eY Y.R. 3 East of �_:C Willamette Meridian, along t__e Lend li=^_e Mort 200 52 Fs347.4J ft. t'-.-, n c 'LT. 510 214--' Fas� 317. 54 T t, 1en(•e �T. 510 43' Iles tc a voint cnt1,e inner _'ar•ior t^enc,e S. 40 59 r 3011 "Test a.10'_i- n'tc inner Ilar Dor line y0 5 '�t f t _de la;�C': lG , :'ram . 3. t1fl- =" ce �F - 89 o tip 'a st .• . co. izr G , 3CIG ft. tU 'I�laC� Gf llvc :._:iS, COf:tc- _r '� of 2.1:i aCr6s2 a: ar : - nG_ . cr less. Alsc) all tE1at Port iCn of til3 la:,,d Lot, 1Tc. 1 in front cf Sect.on 26 T;rP. 27 'T. R. 3 _7,:ast of %,_e t:'illw lette leridia ±, y i n 1 r = r c .? ` 1'ii_. iri front Q_ t__. foil yY: _ d• scr_ �::d Upland; Bad'' nrii'_� s a:. a-uG-`_'_% on `. !�'OSt l-,T 1i:lc C- lZ Seat- tle L :"Cntanl L Raf � ay r � � Of P:a'7 �f4� �t� Sz Of '-e 111 t r'S�'C-iC 1 of Said i g,-t C}1 TiJajr �- ' .-na of =ec 23 �, n . 27 N. F.an�e 3 Tast of t'^ and t1�. � . 1' � - Tilla: 2•nc- r•,nr. t'ie_1ce S. 87° 13' 'Vest to 111 tti S3Ct1c):1 t Ln 'riGVe_.E11� :"1�a'.dE l:.�, lunC:e -l. 2ti0 38' East a1G'1- sald Meald lino t0 t t ='ieandc3rycor-ner tc ?aC ons „e - j 6 - IT 5`� ° �: ' was- rlc:z^ Sec t o 23 aid 2 , =1Cnc� l _ 1 ' t'1 • SC t S n 1ric:"_^SaCt'0:'1 5:'1i,'_r1 t__E: "�S': �;r.._ dam_✓. �. rf � - r°.: _ C' uailc^L RaLl'.vay- rl.�_1t of alcr� rr'''St line of Sctill rid ��,` of Fra,,r �C glace ct Gef,-J-n ----,, said por:1Gn 0= tide land Loy _'iC 1 -n- r)Ot'.1dt=d i)'r +:ae G'cve---:'iiu-l. :'e;u—,- der 1-- e and C01UE,tr,Antfrn_r•,er harbor lint-, -_ d ' �`TGrt_'1 GCli_1C�2.r"T 1-ino Of _,C- 'Tc 1 d tie So0,.rda -r+lire cf ..a-j upian(1 descrpt-on. i. . Witnesses produced c':.t i-I -- SZ: di'•;Ct-Gn tG inner 70r' line. ,:rl (:c..tc 1 C ,=1rC' --,,2:as- S, �cknorelecl�serl a: :Jr 1'_.') tC of-fic-ul E-7 of rdmc-,,-ds TJ de Lands on f1''i y OI'i-L Oi =e L'C. _.__ Si C E `• 01' t �inli C Lands a: Vl;r"ri i'rc s's_i:1�;10._ ( 01 c I Vol--- • ---- of - .-- File.,Y'o. 1175J3 Col: • GRANTORS Dated, TO F Filed, Consid. G. W ds. GRANTEES i F Description j <E C:-iciJe a c-. or �.:? C 'arr�."iy7�_?L'.`Y, CF (+•. �,y ,, i ',__� G- L VAT Gig-Sat Y�i� �, C,'� �.J �'. `;� Q,Q i +$ cL. f. � �1 t7 S1GL :i'E �47 Z� ?:J�'S�C??Y 4.n V of °jS 3 a i4 . " 'a �+ tra -; - " 74 a ., = ;"S;'a i a ce'*.'*�` 5d 'C v I 1 Q_ [ _? 8 uses J.: 7 ¢ , y �L;yn - a; C y side z - 4 c� r lm 3C : ?7?'C?*_i�lr_� C- Zr-q)roved Hai?Cil g 1 ;�_ �"C+�a ZH?iC�S �7?�4`3fi'-_� to t- i �• LJV Wi. ;,� i8ea1 of Aloe:., ~ F y CI S. �alG u� • Covenants, Witnesses .,Icknowledd er1 CC=T 7 7� 'd ofR1 Tide 1J r Cl Da-eds, 71olum.e r � �= rc 1GG • 0 2 - ��� �9 04/� I� L/t V'�eid r r� ► " !;,tt�fsrt�`t,,!f!j^.+ffr ► tf►' ftt.'�.r�,� f� f�r rl� trrr>'jrrtr� s ,4 1r� teft# ;�I.t�tor 1 /t�, �lot►� . !:� L[�['Qr if I,V, ' f r• f a f � pp yt' t ,{ � ,�dl'i'I ,���'rf�f•� •fir � t. -Cc�: ; , � yi i t ? c.: � r t.'� .•��1kl�r�; t +L, �J'�r.E t is � r IJ %k-. 47r tr rrf r+ :i); I.,; El jol-bf t�>> . rta l�tIt1, ,,�i.T gii�.o.�f�n�: , l)f:it1 r,[ AG i :fa�f 14-I t fti►::r rtt. ^�+sfrJ�fl?lcC�� y yi ���� �-3,irr r l tf�llt�e�{.d:R• ' rt•'EtRr.11f��r�drJt r I. t��!11 :fr 71ve-7fIF�i.lf�11.71r�T i �.r;' ;; f -c.rl -tt. ' el, �a7�t,.7�� t .tY7ti �= 1 f. �o � 7 PO rr. ••i ; �� l rf,.! ! f,� '��'� )Z/o1r r11r [ , I rl f �r•3 •�'i { .%� r - r1.t ti �. ell. �1,"►� i{, fr ,l � r� V .q' fit' 1'r7 �f R� t► 7Ow Ir:. �Ir i �7�r•r rrl, �r L )rtYl r N ti 1 d rl1, r; f rp 'V Jr Ps f ► %irr/ }� .( J ,?';�,,r•r : ••'?' ► = ,f"��o r�`,!rfr►r'� tirtr,tl�J ��EIr:!.�. rlLfrF►'d t'.+.tf�it!� rl!RrrA :. .r r.,''t�,.• .yf��i`1rrf:�w��I' �t:►.�, ;tAr�,t '� ,',�rtif" r tZe 1 t` �' 7` f f .� 7. err ' t ,9 t 1' (•t "r fir r e• ef ):►f.tlr��' �'►rt ,�t-4.t'rt.r�. ' / J 1 Irtrr� ••l fd�7�s*' • �Ir! ,•rr','r� ,1:".� ,y'Rrrr!� ..�11rI!•f�rr7r .�i►t }r1.� .d�� It rr ,7 1 1 �t•t r .?,-It t ,.' .� I ►r ,� s C,.t.� 1 i C, fit des t!.)rtra�-fi It,�a,�lee rdT.r7 � . lr r.'� r' e; ' �r: ; ! .':.' . ./: r �?.td�•t� �, . • f r rt 1 'rf „ fl Gr ?[ f!. •'r4 r r"1 r �i it7 r ' r;�.'• ..`.1:; ,�� ,!� ri'�rrf ►.r r1.4, OrrTt�is'�cr,.r+ .Ut oar �tr4, �trtca-G •�� . tc tl�! �'7{ ,It tfY!'i) F•3� .� �17*t-t OZ. Gif�st�: � 2/1121 t41. k 7� } lit. Z i22 141�" /i . �' g -•x G /t4t � �.-�2�rt. .r 1`���rC ��-trG-r�r:�� -r �' �vrz��' J��•u�` . a U a7 r' ++�� !! (v��7 � L�"� `���,-rl^14.i'►•�17t' `�ir�,l��il���tii. �� )liU, ,f� IYfh � � � ,ctt�, (� •l�•f .� .��r t id 1�3�� r[ � � �'� is-Ftf • /� 0 ,�'s-I'�? it tt•. +;:�a,7t4r� �r� � `r"7 f i rt•t� r,� L! ��t �f.. en •�'r•'rr -I tt •r� ..�f �.�� '��Crrl�, 1 ,� 1.{ I�.� rf r�r .t r4r� jJ �r' •- l .• r . r• � � Io 6lZ36•3 - r LTC= • w ors AML33MMM, dated thls c&tda7 o£ g&gd e 1e56, b7 and. betseeu MUM QM CCtl?ALT Or CALUM M, a rcmaratirna; hereinafter tapped 4t "Lis vsar', aid = PAC= ir`f.tsPfiAhS}? i LEMXM CMTAME, a-carpck-x.tIoa, inafter terrteti. ".,.'._-~seer, UITLESSsT3: SAS, Limmor is in parssessioa of those certain Iands in the County 3whomish, State • of Washington, descr-ned as £ol-laws, to ir±t: £•av�t root I' ?eatlon 26, Tm mh£p 27 Pbrth, R=Le ?i $asr r •. :T w. r + ' • lgiMFM, I.-:censee desires pexmissicn to eat = rse, iMpznre, Min - and remave a prtvate roadway and br{dge across the hexei.nabmm descrs3ed �L paauerty, far the purpose of ingress to and e^ress t`r+ata Licenseets =3wit adintelephom building south of the south ee,.1y carver of the herciaahore do - =cited real pranert_r, the•apsym R route of said pg:t� m m-hmy to be ms y it in red. an 1.1�ibi_t Aa attzchad hereto and tr this refer made a part ome and the approXi=rte location of said brirL-,q to be at the mint marked 'IF n said wExhib t V . -DW, TREWM, Licensor does hereby ?ive to Licensee, as a matter a£ Lmt:ioa aaly the revocable and non-xclusive oe.Md3ssion to constrmt said Itvate and and. lb rase ~; Srave, r ' • •. . � _ . ° •. � : � : rraisrcaatr� xrmave Same subject a. the l imLtatio=, cmm tJi= ani previsions hereinafter caatained. . L CUD.i^P&I M'Obt FA=yWXE AIM NON -ICE; Amy and all con.- traction, Wit, mainten.m ee and removal of the facilities consbr,, to 1 here- -far initiated and,/or performed by Licensee hetec or sha71 to dame at Licemee8s ola eos't, risk and expense. o . Licimnsee shall not dv or Ilit to b; tone axe vefding cr aperati c w Avolv3�v- sparirs ar fl,�+e xith#n a diatoms of 3W Peet Paa: � rcU or -gam F. it• ail, gas or gaso.I; rmrrzbmew, , or place of discharge to atmosphere of oil, NO SALES TAX _ REOUIRED AI :1r''+�, '1. _. .:L a.::�-i'=1EiSs�:��1[��:LiViiV�.'lVu1��E�Y.L'dldcsL a[S��:y rsr:-:•::.e6r:.�i�5e •- e�.��,x�.y.. ,-:iE�.:ei 400 w e- €as orr gaso3i>Qe, Tkhether lacatxc� nets ��c ^vises ar on Rd;jZoent lard_, wEthant per. or- arrseaC of 3:icerraor, :.a3 -.en offer auci in = ursisree a4-tlx the .rrxva ssi ofxg h�•�ot::risk sack ~ k�, ;r •S = • ,: . c.. VOndUAMM. 23 tong to" exar.�essed .SS S� caC.� - � s$a71 I sberfere with or ob-amet UOMS�Crs . A°da arr that bf LICMMMWO s . •-57 t3ttees� irrsitee's; agamts ar jesseft, or InIum cr interfere mitt, ac3'' t or aitner�p tir�,eo�. - Z. T1%rS: 'dc MIE!e sarli and will 'fig, before the sme became tie- tea• 4LI1 charLea, tares, ­­tes and assess tipoc or` allmLwt the taciuti' es Cmmtwacted hereunder a 0 otb�!r PrvPOrt7 Or � placed br or for e up= saJol �'ea�. but Li. y�y at a31 tines .. P7 � dasoharge a3i- of . nosh de1#.xecjnest de3imlxef3cYr �• R 7 tries, rmtes � ass+w�, after Ile rrertYicaioa .thereat; afi all= such ga9mmzft so made by r.��ur kith, i nterezrt at the L'dt8 � of ten per cent � axr>zras ttta date of ga;�t �� be paid' by � �A d�df � apt of such. and i.�ezest' steal]: he a charge aTd lieu aga3ast arli perLg pjacecL by cm for oa j4d pxmmisea, au3 In rye of a md4 altez•d=wds 7' toenforcer ox- Collect. C S20e: L4cenwe agrees to =7 r'icer-.W"'M asidltina thereto a reasoaaUa tMMMY'5 fee to be fife& anti allakled by the fit. 3- MEME-z Qer= in the OX dE¢a ° f °rs a.7 of thehcixi-- tEes cGIStrt#Sd barel3nder interpewith Lice : . _ s nse of ar o�a'txofzs the 23n4 r at its Cun ex ease and risk cal J - tidthin M�• ( -. . Aer rawapt � Li�or of ?rrltj xe a s't'th r� r I �� ` si-3ceate a� re 1' � 'E faciliUBS In the numer and at the place sri#h{u the bommdaries at - land � by Licensor in snot. �st andla land as shall restore said � as Possible to the sage stake amd a�itim as tilt in Bch it � prior such relocation ar re=fft=-�n, as the case. be. - by Ae Etees E i6iD ceases i, `it's � 9yew ,lessees - 1 shall trans the rialrt tv the full and tree use axrd enjo9tt of and be-dm. f '= IdWn ee shads at as tim, dr,},,g thie time this is In effect Main �" �. a sahhsta¢Itiai sin b-rd at each termer Of . said t .�. ; Air • Private roadm ay, i4ti-ch si?xCoard z!=II be.:r the ioll.owin- notice: LOT.= ti Fi2RATZ VAUSAY F—'6 SSM4 IQ rSri %.RMA Lii AT,AF = - I F UNIM Oa CO TANT (IF rALIFUR A d. GA=-. Licensee siL-Il nPintain a 7hte at each and of said roadnay and shall teed• same closed ami loc,1,'ed at all tines when Licensee is mt pass:u„ tk=& said motes. Said -ates sh.-tL be locted.by a'chai n nth jr, be tun 3:ilelanging to License and a naaock bvtue-n U, G r Iit7ks hel to Licensur., and a padlock bets a sepa-ate hair Of 1-uft belongint� tu' ea h other path- given Permission_ to- nae the road Tap L censer T. IMMRBGFMZMT Licensee hereby releases and discharges *{��- from Ali claims and demands by Licensee for Ions of or -damage to r rs grog- ,wW,-ad ag[ees U, IndomiPr Licensor aoadnst amd s�e`rir rmrw s ♦ m 7 Asa' �uding• att�ps a IiabilitFr and r aiL casts wad r fees wad all. and dEmmz:13 of others, for lass of or damage to uroperty, or injury to or death •at persons, iioh may result directI7 or indirectly Prom the gi ing, are or r 'Imp nxtirm of or operations xirense. Licensee ads to pap Lic=nr pia foil §ud. ¢romq* y upon demand for.my and all loss of or damage to Licm&wts E3P''tY, cased by Licensee" ar g�rring ocst o any apemtims#af Liten here-' �nmde� at %a. cnm�ection �eresith. _ � - �. EFAM OF C0ND=14S: Za the event Li.eensee, at any time dmdng the time this assent is in effect, fails or neglects to comply with early every =4 241 of the prnv-isians of this agent, Wcorsor may, at its sole. di=etinn, Anwtrhout notize to ticeasee,'tercessarte the permission herein given; Prided, s ` &M,6 rs that Ilicensee,. in the event •ot surds terrir�atian, sbAZZ not bg leased, ar relieved of any Of the abligatia= and unties im this contained. 9. WON -USE:. This armematand the ri_hts and privileges herein gLv= shall terminate in the event,that Licensee shall fail for a period of. {907 jays to use, maintain arm aoerate ttceGfacilitles constructed hnx . _ 1 •� y' �� %.• . 'i r.. ���,;+•; - ?a. R�-C .A-__Ci: r'er:-^= ar I_-,'cm.=ee awr:? hw. ^_ the T'-bt 3t Mir tLe tote-_ TL_ete ur?--Ixn tior or a= of the --irirta heTpirrr 'b'-givin-� to, r the �r Ate•' hereto tja-�-t (30)• d' , *{iV hn.and,,g of i'ta intention so to C�Y. 1 f _Tn the event of the t ewr nation of tr s a_—eement u.censee thereupon, at its• ovn eanense and risk, si-all rave all of said facilities placed hg or for Licensee npun said land ani restore said land as ue=ly as passible to the saes state and condztio n a ., .,that in whith it vas prime to acp eanatrac'tian here- undterj ant.if OE sherd fail so to do -within :Ext7 (60) days after such CmTitta- F - — Are, I - tioa, l cen5or At, 4o so 2t the rLsk of License and aL cas and excense of r waval and the restoration at said ] and shalt he paid_ by Liemsee upon clam. 1i.. ASSIMENT: The permiss%a herein given is perso=l. to L-cEnsee, aa3 strait not be a ss4-mmd or transferred, is vhnie or jr! part, b7 iirensee mdth- s . oat the prior written consent ¢Y L�.Icftzur. _ • r • 12. FOrT_C._a- Any -notice provided hereini to by given -by either party hereto to the other may be servKd b�- deTppsitins in the IInited States Post office, postagge prepaid, a sealed. envelope raonta:imnv' a Copy of such r utice ar& addressed to said other party at its arinezpal glace of business, and the same shall be sufficient service of snpn notice - A. TITLE: Licensee hereby recornizes Lummor'r. title and istGerest in and to the said real property* aml awes never to assail Licensor's title or interests therein. .: 1h. SGCMLIM OP ASSi!":i"a: n .cent: as otherwise provided herein, the w. berrm and cor4itiars eP.trisft.weemmt shall imzs ta• the benefit f and to , w bf�iug upon the sac=sors rind assip a£�iae par es n�Ea: r Af, +drpw •. p'iXC¢ iT'--?['SS 'l'?s' S -t.: ve. , .t `t. i s sobject to all riarA ^CF• arsi easEnts �ecntderi Yescc7't'a=�� ,. Fa`'►at' atL"fecir sa; u rezlprppex to F .. rr 3t�.es heretap s -,-Re— _ t� y40 ' aeotI to be drmlicats `;- ty nro ' officers %Rm axe t lere._ w- hay UMN om C i-miy of GN u=iu •� B F e es S on LicenSQC TIM PAC TELM3EKRE AND TELmRa% OWAU • • •- � ate; _ BY s� ' IF A2geg ML4L im �3-�t 3 ►yd f G Ul ff • EANAJ 1IRSS_ uAerERY � MPET YVRr _ _ r Het. go. 21J26G KNOW ALL MEN BY THESE PRESENTS: FOR 0000 AMC VALUARLIE CO" w[C Er►T wMEw ED/ I. N[URMT ACIIIrOWLLCGSO. THE UNOEDEfIGN[D HEMST GwANTS • PLR11[TUAL [AS[MLNY TC ►AC[fle NORTHWEST SELF TSLEINOME COMPwHT. A WASHINGTON COSTORATIUN. ITS SUCCESSORS AND ASSIGN/. WI rH THE RIF MY TO PLAOC. �• CONSTRUCT. ofertATE AMC MAINTAW, INSPECT. w[COMSTRUGT. NKPAJR. RElLACE AND AEEP CLEAR 'Underground Co:=mmicaticn Lines WITH WORKS. CAULKS. FIXTURES AMC APPURTENANCES ATTACNlO 1H[S[TO. AS THE CRAHTC[ MAl ^ FROM T.-MC TO TIN[ REQUIRE. UPON. ACROSS. OVER AND OR UNDER THE FOLLOWING D[SCRISED T FROPL'RT•r SITU ATKD IN Snohomish rOUNTY.STATE OF Washin-7tcn I' T A.3trip of lard ten (10) feet in width acroas a portico of Gover=znt ; �Beginnizig Cection 26, Towr_ship 27 North, Range 3 Fast, 7.�., the center- hich is de<icribed as follows: 12 Peet westerly of the westerly right-of-way cargo. of the 3urlin�ton 'northern Railway on the north li,r� o: saki rove�en: Sat 2• thence northeasterly pa-allel ..a -7 a •eet distant := m s aawesterly rigs t-c'-way ar,,in of the Burling, ocn 7orthen :zllway r 1\ to t-he aoutlerly right-of-way argin of tae Por: of 'A�_=ds a=d =e termir-us of the certer:ine of oald ten (10) :oot strip o: Grantee hereby n:nvenaa:c anal t, protect, index"= -f7 ac3 -Old _^e Grantor, their suc_esaot'a :And anais;:a harrltas from pry acd all ?area, claims, r,Osts or liabilities whien =1 in anywise =e the ', star S b7 it jury to third persona Or to the prcperty of the ;rants, aEhir-ti -eral.3 from, is "=ad by Or arises Out Of the exercise of the meata he-e-. gmrted. NO SALES TAX REQUIRED ` J GOANTEE SMALL AT ALL TINES HAVE TM[ RIGMT OF FULL AMC FALL INGREss TO AND EGRESS .� .T 1 FROM SAID FAO►fnlY POO ALL PURI13E99 MEMCIN M[1.11011[D. ANO TO R[MOV[ AT AM• TIrL. ANT r n ON ALL OF TN[_ Under . cund r®munication Lines ,-'/ice •: .rxt ' • � AMC 04 WIRES- CABLES. FIXTURES AND APPURT[NAl.CXS FROM THE SAID PROPCRYT, MITN Cr UNDERSTANDING TWAT GRANT[[ SHALL ■C RCSPONSI..0 TOM ALL UNNCEIAAGY HAG[ IT G•• .+ .cam.-•i GRANTOR MY THE EXERCISE THE RIGHTS AND PRIVILEGES HEREIN GRANTED. THE RIGHTS. coNDITIONS ANO PROVISIONS OF THE EASEM[AT SMALL IN11wL TO 'M[ UCMKFST ,• \1 = OF AND ■[ BINDING UPON THE WEIRS. EA[CLITORS 10MINIS—TORS. SUCCESSOR. AAO ASS:6MS OF THE RESPECTIVE PARTIES HERETO. - _♦ IH WITNELL `NNERLcF TH[ UNOERfIGMLD A—��Cl//ECUTLD THIS !NSTwUNLMT THIS_ % cc- -r— ram- „��- - �Cj �Pv1.•.Ti,�A:�e-r r.il,r.• '-�- L � J P. • r• 7'. i I'•.R P✓tsI ELR SLI:.14S MATE OR WASHI N • .�• �', i' a.n N... ... rrr S � J `LfpurlrY DF 1 .� � •1 •�•'• i . A. QIf . ` •� L+.�s• �Y ��_� NE PCRSOIrALLT � / •/ / APP CAA `LLrr -•,I r ♦ _�u7� _ ..�" � - --- -- --- -ro N[ ..0— TO IOL THE OF TNC C:IAI`OnA �:S THAJ< '-1LCur[u THE WITHIN AND nonrnOING IwBTwuN[vT AND ♦_.••O'w- LECCO TNL SAID 1l��*"MC4T TO U[ THE FACE 1V0 VGLQ-IARY ACT AI1O OCED 0. 6A10 COP►,.A. TION. FOR THE: USCB AND PURPOSES THEREIN W[I.TIGMLO. •ND ON OATH STATED THAT NO 'NAB AUTHORIZED TO ECECUTC SAID II:S•RUM[MT IN WITNELB WWCw COF 1 WAVE HER E'JNTU fPT r. HAMn AMn AFIIS[0 COAL THE DA♦ ANO •CA. IN THIS CERTIFICATE FIAST ABOVE WRIT7[N. _1 MO-1 PUS..10 IY •Mn Pqw TrE SrA r[ Or GFRICIAL RCG_.%. :)5 `Sir FE11 LlMI: AT NI4 11111 f Z t 8 IL a STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES On this `f day of ���%��`�"` , A.D. 19 % ,--�; before me, the undersigned, a Notary Public in and for the State of California, duly commissioned and sworn personally appeared J. J. C-..c:a13 and E. H. Gol:scs to me know to be the �-!P-' '- _ER c:r; = .-- : '= , and Assistant Secretary, respectively, of UNION OIL COMPANY OF CALT.FOFLIIIA, the corporation that execute: the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument and the seal affixed is the corporate seal of said corporation. WITNESS my hand and official Beal hereto affixed the day and year in this certificate above written. ����"i'' GAP .I\L SC'•L h L I. H0111101 Notary Public in and for the State of �;, ••;.;•'.`=' �''..rr California, residing at Los Angeles. My Commssic, `_xp ress •' -r 15. 1973 232'76SA RXI u OFRCIAL RECGF_S ca W FEB 1 JA v'407 N ea a 01-LV /04 0 0 "k-3--irt%A %-I%% LQN.—V PO."a All r State of i]3_=-=g on moos hereby r_scind r71-Gaee of i3�= made by the State by letter to Union Oil CC=ram/ dated D►_cher 6. L, yT in its 3tzad mr-kes thm fo17_cri. ag-Tel mint: ror and is of the ¢_'ant x ica the *:'7._cn a2. _. "t. } . t he t. :;= of Ca7 �'ora_� ( . � Cc..:,,P-:r � � crs'r_. ;.ace_ o t State o' �si�; ., Of irGnsmortatiol ("the L=^..mot=entom) of a rightlic e=2e, 6== easr=I_= *A =airtain and o:Pr_te t 72 _nc'.'+ sto^ Geve:- outil-z-,r L^_r..... tao_e err.1= +il-___ i_ held Corpany Under __sce f=---. ..•`.ate of ri?.Shi Two[ 7 '�t!i +r 5, 136 , SL•_= j G:. c Cave effect so long, a: the a__ __e cor.._::'12 __ =e _.elm :..Tarr lease 1:r the Cc=-s `- rt=.n. =•s_ _ _r z^i ' --ez fr:a -t'f 1'-abili+.'j or cl"--=- C.: :a=-- ----- J of t`= cva_.r.,Ct_. .0-..--a=__ or c: ..._ -- sat -_-e'T^e. _. rte... _ .^a�._=:L !iC ^�:.J ..:..+' :^ C_ width, loci _ C- ='Cv': o= ..._ r C Of t1•:_ n_' ':_ _ led S'` f.' to i., _ ..v„-�. , d,ty_ :.n•�: f i> 1;i:9 1-:' :�r._3 .�ry�r-'s'- la, �. " ar? .......- r�.--=� f 3-2-!-iv, ^] ^_..'....S:y ?____.. _ _ se= _; :or= u:A W-40 r..-ti""? ti'... __ {G �...._`;G�=G'� !• 1 by rvPnrance C.`.� 1ndt= ?. ... _ .7i.:P: ..1A ��!�� �rr�•a -_ _-_r'. t; the 5t1:-Slati:._ mad Cr"_ _ -?'- , J .+`,.�� n_+c•.o► ?7 .0 _ - Ln --- pia a3 to , 12- _ _ _, i lam. g=-t--._. -- ... . �e - t^ hf='"=3 f=cm _ rl?..=_ --- �ot _ _.....-'---- :_i+.T ..�1i r?i .._ _ z.:C=y c=1ced 7y tie acts, "r C:__- .__J -:r'�• Gr no^=.e" �;r' 9f f;0:-2.�;- its 25Cnts or C.^=.'_^VC^4, or th^ ..c:i Of th=r• v. ', - -� �_'.`_' - L-.. �_�r, :C'i C'r?=• d___=__...+', mger:=IPE _.__ .,^n j+,.Gt_ of ri8G'l^.!y rJ'1 �_� iL.C-_ _ ntrmcto-c, 7:h :.:...rG=_.=c, -77 oni - _-!'._.__ 3r_ ^off Z^_.-_- c br thirl _ ___P: for __^ 7_r^o3^4 o: rPtrT 1 of 2 ?�;c_ a .f''1. �•�... /�C�IC+��-rho= � Jv .. '�. r1 ; `Y /J � ..._ --� -,� /. .^� .� Agave! es to Foy: U 14 • - tit �~ v S OF CAL_T,RNI?. i SS. C00 +'( r .NG Jr LCS A=L_S ) i Q- this day I' Wore -2, ti;e under_ inned, a }iatary in and fcr t St2_2 7_ California, duly co. —miss -tired and sworn personally arnc.arsd C.R. and J.R. Courtney t.. e kr^•rr to be the General ;'arac_r, Oneratiors, ant As:i_..;_ Secretary of .,,_.• .__ ._ ..', 0= CAL77np.`I:,;, ?e C7r:cr:, :Cn that executed the and acrncwleccQ the said fiistrum.ent to be the free and ___ and deed of said ccr;oraticn, fir the Uses and purposes and on oath stated t^at trey are authorized to exec!:te and tins seal a fizsd is the Cam.^;orate seal c' said CCr�Cra iCn. 1417NEZZ my hart and official seal hereto affixed _r'e rav a.^.d YEE this certificate abcve ,vritten. CTii0 ,% �,'. "�7a1'.: 1n dr: -;r ;:,a _- Pp.'' _ 1 in 5 a yes, ___'S 'Y -all-CrT!'.a� resi^.- ..roc-nau:�^r;,.����-:....•.�,..�r 0.1 r 'r_ 1.: 7 ( : it UNION OIL CO. _ NO SALES TAX r°� ( REQUIRED r > ; U T I L I T Y EASEM NT24L11 �� JUNK i v Daoaty IN Cnt3ilOERATION of benefits to accrue to the grantors herein, the undersigned, of :'[ION OIL CC:ePANY OF CALIFORNIA hereby grants to the CITY OF EDMONDS, a Municipal L4 % Corcaration, a permanent Eascoent for the installation, operation, and maintenance of s _deer rain over, across, through and below the following described property, and the -' C7 right to rernove trees, bushes, undergrowth and other obstructions interfering G' .it.h the location, construction and maintenance of said utility or utilities. r- 4 r"4 The ease^ert and right-of-way hereby granted is located in the County of r--t Snati_--ish, State of Washington, and is more particularly described as follows: i` Co-rence at the southeast earner of Government Lot I, Section 76, Tawnsh!p 27 North. Range 3 East W-M— thence SB9'47'45-Y al,ong tine south lino of said Govern-ent Lot I a distance of 1156.19 feet to the True Point of Beginning, thence cc--ence a 10 foot "ide aasensent about the following described centerline, ktVOO-E IS7.0 feet, thence N28'38'E 32.0 feet, thence N51°00'E 38.0 feet, thence u6O'~5'E 119.5 feet, thence 115'00'£,44.0 feet more or less to a point 5 fee[ nortr-ea+terIv of an existing fence, thence N47°27'15"u parallel to the existing face -5.0 feet, thence tr•---ience a 15 foot wide easement hich shall be centered e:r t•`•e existing aie:attaa structure and run northwesterly 197.0 feet more or less, pr�jccte» t1 the ;esterly vargin of the Burl inglon-Northern Railway Company ��rpVr;] rich[-_*-'••a1', thence ca4�.:.rnce a 10 fctst wile ,�asvmrnt which shall begin at the 5ou:-,::1y extension of the aLove described zasenent and run thence northeasterly a#jaeent and esterly of Lee 9urlington-Northern Railway Company right-of-way, of 117.0 feet r*rc or less to the Port of Edmondsproperty Tine. r I vrrb,r• t7e f d i D il,! Tr.e City agree; to ,store to substantially the original condition Such i!n- O ,re:e nits as are disturbed during the construction, maintenance an.] repair of said yam- _;;lity a!- utilities; provided, the Grantors, their heirs or assigns shall not con- ✓�' ;,uc. JOY Vie;. 1nc.t stru:ture :tier, upon or .rilhin the permanent aaseuent. F •- .ant str,,ctures as reterred to herein is not intended to include piping, and ,..II ;:ot exl'�ac the grantor from constructing, operating or maintaining other within L!.e aiac-lent ,'gh[ Of tidy. )f atLach1cnt and lucat ion of the watermain on the existing elevated _• _.� _ •;il ;inject to the approval of the Grantor. �-:JEJ thi; 7th day of November 19 79 91 CAM 0 ST:,TE _-F CALTFGiZiIa ss ` r + CC INTY OFLOS ANGELES) ! Za x Crn th;N .!--.y percnnally appeared before me—__Fred-.M,-And ' to me known to be the i nJ ��;lr� i^ ,,j •'» executed the within and foregoing instrunent� and a $,nnQI1eJued it _ he _ :i.:n.•d the sane as his free and vol,nnntary act anal deed, for lee uStS purpc.;ed [herein men:inncd. GIVEN anaer my hand and official seal r t --� i FFiCIAL SEAL VAIERIE A. ADAIR CFF�CE I'd � l�jrrN ~ r`;ysr�ta:'9L!_•i::iF•1RN!A 7`41 1190250 thi 7th day of November _. 19�• NOTARY PUBLIC in and for the State of California, res i d i ng at Los 7angele9 __ M M 0 O O rTl 1611632 ?AGE46� Cf a CONCOMITANT ZONING AGREEMENT co THIS AGREEME% , dated this lath day of February 1980, between UNION OIL COMPANY OF CALIFORNIA, a corporation qualified to do business in the State of Washington, hereinafter n1 referred to as "Union Oil," and the CITY OF EDMONDS, a Cti C municipal corporation organized and existing under the laws C C7 of the State of Washington, hereinafter referred to as "the City." W I T N E S S E 7 H: WHEREAS, union Oil is the owner of that certain real property legally described in Exhibit "A" which is attached hereto and incor:zirated herein by this reference, which property comprises 81 acres, more or less, and is hereinafter referred to as the Proper ty", and, WHEREAS, the Property at present is situated partially wit in the boundaries of the City and partially outside those boundaries, that portion lying outside being under the jurisdiction of Snohomish County, Washington, and of no other municipal corporation, and, WHEREAS, Union Oil presently uses the Property for petroleum products storage and distribution and for other uses incidential thereto, and has so used the Property for over 50 years, and, WHEREAS, Union Oil has initiated proceedings pursuant to RCW ch. 35A.14 for annexation by the City of that portion of the Property now under the jurisdiction of Snohomish County, Washington, conditioned upon the City's fulfillment of certain terms and conditions contained in Union Oil's Petition for Annexation to the City of Edmonds, which is attached hereto as Exhibit B and incorporated herein by this reference, and, vc_ 1659 un 1943 8002210268 -1- WHEREAS, the City has reviewed the entire application for annexation and the Site Plan and elevations which are attached hereto as Exhibit C and incorporated herein by this reference, and, WHEREAS, the City finds that zoning Parcels I, II, and III of the Property, as described in Exhibit D which is attached hereto and incorporated herein by this reference, to a CW classification and Parcel IV of the Property to OS pursuant to the Official Zoning Ordinance of the City in compliance with the Comprehensive Plan of the City is within the public health, safety, morals and genera'_ welfare, and, WHEREAS, the Edmonds Shorelines Management Committee on the 14th day of November, 1979, voted unanimously to recor..mend certain amendments to the Shoreline Master Program and Shoreline Master Program Map of the City pursuant to the terns of union oil's Petition for Annexation to the City of Edmonds, and, hn=RZ,S, the Planning Commission, on the 28th day of November, 1979, voted unanimously to recommend certain amendments to the Shoreline Master Program, Shoreline Master Program Map, and Official Zoning Ordinance of the City pursuant to the terms of Union oil's Petition for Annexation to the City of Edmonds, and, WHEREAS, the City Council on the 3rd day of December, 1979, voted unanimously to approve the amendments to the shoreline Master Program, Shoreline Master Program Map, and )fficial Zoning Ordinance of the City pursuant to the terms )f Union oil's Petition for Annexation to the City of Edmonds, ■nd , WHEREAS, the Architectural Design Board, on the 2nd day of January, 1980, voted unanimously to approve the final Site Plan and elevations attached hereto as Exhibit C _ vc_ 1659 Pecs 1944 8002210208 -2 for the construction of up to five additional storage tanks on the Property, and the City finds that the final Site Plan and elevations indicate that the proposed five additional storage tanks meet the design criteria of Section 208 of the Policy Plan and conform to the provisions of Chanter 12.20 of the Zoning Code, the waterfront Design. Policies, and Ordinance No. 2031, and, WHEREAS, the Planning Commission, on t^e 28th day of November, 1979, voted unanimously to recommend that the Property: be zoned pursuant to the terms and conditions of this agreement, and, WHEREAS, the City Council on the 3rd day of December, 1979, voted unanimously to approve the zoning for the Property pursuant to the terms and conditions of this Agreement, and, WHEREAS, the Planning Commission on the 13th day of :ebruary, 1980, voted unanimously to recommend that the Comprehensive Plan and Comprehensive Policy Plan Map of the City be amended to designate Parcel 1 as ""Urban," and, WHEREAS, the City Council on the 19th day of February, 1980, adopted by ordinance certain amendments to the Building Code, Comprehensive Plan, Comprehensive Policy Plan Map, and Official Zoning Ordinance of the City pursuant to the tens of Union Oil's Petition for Annexation to the City of Edmonds, and, WHEREAS, the City Council on the 19th day of February, 1980, passed by resolution certain amendments to the Shoreline toaster Program and Shoreline Master Program Map and directed the City Clerk to transmit a certified copy of the resolution to the Washington State Department of Ecology for approval, and, WHEREAS, the City Council, on the 19th day of February, 1980, approved by ordinance the annexation of the 8002210 208 1659Ps�ti�345 -3- Property pursuant to the terms of Union Oil's Petition for Annexation to the City of Edmonds, and. WHEREAS, the annexation, the related amendments to the Comprehensive Plan, Comprehensive Policy Plan Map, Shoreline Master Program, Shoreline Master Program !Sap, Building Code, Official zoning Ordinance of the City, and the Site Plan apprnval, short subdivision approval, and zoning o_' the Property were determined not to have a significant adverse impact upon the environment and a Final Declaration of Norsignificance on the annexation and .elated actions of the City _: con unction therewith as set forth herein was issued by the City on November 28, 1979, NOW, TH=ZFOR:, I: consideration of the mutual covenants and promises herein contained, and other valuable consideration, receipt of which is hereby acknowledged, the City and Union Oil do hereby agree as follows: 1. The City shall adopt by ordinance a zoning regulation for the Property pursuant to BCW 35A.14.330 which shall zone Parcel IV of the Property with the OS classification and Parcels 1, II, and III of the Property with the CW classif_cat:on, such that all uses presently conducted on Parcels I, II, and III of the Property will be considered permitted uses and not non -conforming uses, and such that all of the uses set forth in paragraph 3 below shall be :onsidered outright permitted uses on that portion of the Property. The City further agrees that the zoning shall remain in full force and effect without revocation for at least the ten (10) year period specified in paragraph 10 below. 2. The City agrees that the use of the Property for petroleu.-a products storage and distribution and related 800221 f12-4- 1659FAGAS46 i operations listed in paragraph 3 herein is a shoreline - dependent use; that dredging is permitted in the Urban environment for the purpose of maintaining safe navigation; and that Union Oil will be permitted to conduct periodic dredging operations for the maintenance of the water access to its dock and pier, provided all required permits are issued by the U.S. Army Corps of Engineers. 3. -The City further agrees that petroleum products storage and distribution shall include, whether shoreline- decendent or not, the following uses: the receipt of petroleum products, generally by pipeline or marine vessels, and the storage and loading of petroleum products for distribution to petroleum bulk plants and to customers and automotive service stations; and all related operations, including but not limited to, the operation and maintenance of trucks and equipment, the handling of products, merchandise, and materials, the provision of customer services related to the petroleum distribution business, and the compounding, blending, packaging and shipping of lube oils and greases. 4. The City further agrees that the approval by the Architectural Design Hoard of the final Site Plan and elevations for the construction of up to five additional storage tanks on the Property as shown on Exhibit C is binding and final and shall remain in full force and effect without revocation or the need for further approval by the City during the ten (10) year term specified in paragraph 10 below or until Union Oil obtains all building permits and develops the Property pursuant to the final Site Plan and elevations, whichever occurs first. 5. The City staff and/or Planning Commission shall approve, pursuant to the City subdivision ordinance and if consistent with the public health, safety and general 8002210206 ' i6S9"Gtig4i 8002 21n7no welfare, the short subdivision application submitted by Union Oil which will divide the Property into four parcels, described as Parcels I, II, III, and IV as set forth in Exhibit D hereto. 6. The City agrees, if necessary, to issue certificates of occupancy and/or written manifestations of compliance (specific authorizations) with the building code in effect in the City for all presently existing buildings, structures and other improvements subject to said building code on Parcels I, II, and III of the Property. 7. Union. Oil agrees to develop and maintain the Property substantially pursuant to the Site Plan attached hereto as *x:.ibit C, and to =mp_ with the terms and conditions of this agreement. a. The parties agree that the ordinances, codes, rules, and regulations of the City regarding development of the Property, including but not limited to the Shoreline Master Program and Shoreline Master Program Map, as approved by the Was Incton State Department of Ecology subsequent to the effective date of annexation pursuant to the resolution passed by the City Council on February 19, 1980, and the Comprehensive Plan, Comprehensive Policy Plan Me;, Official Zoning Ordinance and Zoning Map, Subdivision Code, Building Code, and regarding site plan approval requirements, design review requirements, permitted uses, construction of improvements, buildings, structures, or appurtenances, or any other development of any kind or character on the Property in any manner, as the same exist on the effective date of annexation, hereinafter collectively referred to as "Development Regulations," shall be applicable to the Property. If during the ten (10) year term specified in paragraph 10 below during which the Cw zoning for Parcels I, II, and I:I must remain in effect, the 8002210208 IC: 1659 Peet 1948 City amends, modifies, or adopts new Development Regulations which would prevent Union Oil `_ram using or developing the Property as provided in paragraph 3 herein or as planned- in accordance with the final Site Plan and elevations as shown in Exhibit C hereto, then Union Oil may elect to proceed with respect to the development of, or construction upon the Property, under the prior Development Regulations described herein, unless Union Oil elects to proceed under any such amendment, modification., or adoption. 9. The City hereby agrees _hat if, during the ten (10) year term specified in paragra_h 10 below, any Development Regulations are amended, modified, ar enacted which in anv manner impose less restrictive requirements on the develop:ent of, or construction upon, the Property, then the benefit of such less restrictive Development Regulations shall inure to the bene'_it of Union Oil, and anvthinq to the contrary contained herein notwithstanding, Union Oil may elect to proceed with respect to the development of, or construction upon., the sub3ect property under the less restrictive amendment, modification, or enactment. 1 10. This Agreement shall be binding upon the parties hereto, including the City and its legislative body, notwithstandinc any change in the membership of that body, and Union Oil as owner of the Property, its successors and assigns, for a term of ter. (10) years from the effective date of annexation of the Propert:. The ordinance which zones Parcels I, II, and III to CW shall remain in effect for at least ten (10) years from the effective date of annexation of the Property before the zoning of the Property may be amended, supplemented, or modified by any subsequent ordinance or resolution adopted by the City which imposes more restrictive requirements on the Property. This Agreement may be amended during that term only by a written instrument executed with the same formality as this Agreement _ 1659 Pin 1949 8002210208 �� and signed by the parties hereto. This Agreement and both the benefit and burden thereof, shall run with the subject Property. 11. This agreement is specifically enforceable by the City and Union Oil, and the City and Union. Oil may institute and prosecute any proceedings at law or Li equity to enforce the provisions of this Agreement. 12. The partial waiver or waiver by acquiescence by Union Oil or the City of any covenant, cord:tion, or restriction of this Agreement shall not constitute a waiver of any other covenant, condition, or restriction c_ this Agreement. 13. Invalidation. of any one of the paragra=hs of this Agreement by judgment or court order sha11 in no way affect any other section or paragraph, and the same shall remain in full force and effect. ,IN WITNESS WHEREOF the parties hereto have executed this inst^_ment the day and year first above written by and through their authorized officers or representat=ves. THE CITY OF EDMONDS By Mayor Attest: •i4)� D-t'f AT- �f' •i UNION OIL C ANY F F' IFORNIA By 1659 ?ICE 1950 002210 208 STATE OF CALIFORNIA ) ) SS_ COUNTYOF LOS ANGELES ) On this / - day of .��rf.,u , A.O. I9 �J , before me, the undersigned, a Notary Public in and for the State of California, duly commissioned and sworn personally appeared C. F. to me known to be the ca"MMW=1 Purl^c 77-01_:i, of UNION OIL COMPANY OF CALIFORNIA, the corporation that executed the fore- going instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument and the seal affixed is the cormorate seal of said corporation. WI'N-cSS my hand and official seal hereto affixed the eay and year in this ce r-ificate above written. Notary Public in and for the Mate of California, residing at Los Angeles. o>::.c,.t sal CARIOL -MILLER Y. �, � i �� ik G ass a7r:.a, a au`-:AuFCvru �d54�1j'cScS taun�r on Ernes ^Icenoe ft 1032 80OZ210 208 -9- vc: 16 9PIGZOR C:- EXHIBIT A THAT PORTION OF GOVERNMENT LOT 3, SECTION 23 ANT. THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, ALL IN TOWNSHIP 27 NORTH, RANGE 3 EAST, N.M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTr. LINE OF SAID SECTION 26, WITH THE EASTERLY MARGIN OF THE BURLING70N NORTHERN RAILWAY RIGHT-OF-WAY AND FROM WHENCE TrE NORTHEAST CORNER OF SAID SECTION 26 BEARS SOUTH 39155'41" EAST; THENCE NORTH 42°34'34 EAST ALONG SAID EASTERLY MARGIN 616.37 FEET TO TRUE POINT OF BEGINNING; THENCE NORTH 71000'00" EAST 401.09 FEET; THENCE SCUT. 37°00'00" EAST 260.00 FEET; THENCE SOUTH 1°00'C:" EAST 200.00 FEET, - THENCE SOUTH 40100'00" EAST 125.00 FEET; THENCE : UTr! 65°00'00" EAST 140.00 ?E_7; THENCE SOUTH 88°30'00" EAST :::.00 FEE7; THENCE NORTH 73°00'00" EAST 240.00 FEET TO THE WESTERL" RIG�47-OF-WAY m,AAG:.'• OF SR 104 AS PER DECREE ENTERED IN SNCHOM:SM CD'a TY SUPERIOR COURT CAUSE NO. 106375, CONDEMNED BY STATE OF WASHING-Dti FOR STATE ROAD 104; THENCE SOUTH 1008'54" WEST ALONG SAID RIG:= -OF-WAY MARGIN 1C_: FEET; THENCE SOUTH 12-49-15" 'WEST ALONG SAID RIG= -OF-WAY MARGIN 342.97 FEET; THENCE SOUTH 83107'35" WEST ALONG IO RIGHT-OF-WAY MARGIN 297.82 FEET; THENCE SOUTH 1008'15" WEST 5:.00 FEEO A POIti ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF T-E NORTHEAST QUARTER OF SAID SECTION 26; THENCE NORTH 88°5:'46" W-cS7.ALONG THE SOUTH LIB. OF GOVERNMENT LOT 1 AND OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECT:CN 26, 2201.93 FEET TO AN :N7ERSEC7ION POINT C THE EASTERLY MARGIN OF THE 3UA'jNG70N NORTHERN RIGH7-OF-WAY, SA:D P01N7 BEING ON A 976.50 FOOT RADJ US CURVE CONCAVE TO THE SOUTY.EAST, A RADIAL AT SAID POINT BEARING SOUTH 70012'20" E:ST; THENCE NORT�-- EASTERLY ALONG SAID RIGHT -OF -'WAY MARGIN AND CURVE AN ARC DISTANCE OF'388.31 FEET TO A POINT OF TANGENCY; THENCE NCR7H 42°34'34" EA-7 ALONG SAID EASTERLY RIGHT-OF-WAY MARGIN 1933.2C FEET TO THE TRUE P01NT OF BEGINNING; TOGETHER WITH ALL THAT PORTION OF GOVERNMENT LC7 1 AND OF TIDELAND, LOT 1 IN SECTICN 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNO`ICM1SH COUtiTY, WASHINGTON LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NOR71HERN RAILWAY COMPANY RIGHT-OF-WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF TEE FOLLOWING DESCRI'_ LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINA_ WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT-09-WAS__- mTHEWESTERNORTH LY OF LINE OF SAID SECTION 25, SAID POINT BEING 688.03 _- THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SC::Tti 42°34'3H" WEST 54.17 FEET; THENCE SOUTH 47°25'26" EAST 150.00 s=ET; THEN" SOUTH 42°34'34" WEST 765.65 FEET, ALONG TlE WEST«RL" LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRUE POINT Or 9EWFy- OF SAID LINE; THENCE NORTH 47°25'26" WEST 418.:: ¢ErT, MOR? OR '_Es. POINT OF INTERSECTION WITH THE INNER HARBOR LIKE, AND THE END OF S- DESCRIBED LINE. 8002210208 1659 Pic, 1952 EXHIBIY B CITY C:_RK Cim _erm1 R EG _IU en 1279 i PETITIO:i FOR ANNEYS:+TION TO THE CITY OF EDMONDS, WASHINGTCN TO: The City Council The City of Ed."aonds Civic Center Ed.a nds, Washington 98020 The undersigned, Union Oil Company of Ca:ifcrnia, a cor?oration qualified to do,business in Washington, here- inafter referred to as 'Union Oil, which is the cvner Cf nct less than seventy-five (75%) percent in value, according to the assessed valuation for general taxation., of the real property described and shown in Exhibits "A" and "V attac-hed hereto and incorporated herein by this reference, 1i:nc ccnri-;_ous to the City of T-dnoncs, washinctcn, hereinafter referred to as the City", does hereby petition the C-_y u Concil of the City that such territory be annexed to and :4 n_3e a part ofChe Cit:� under the _ _cvisicns __ FC'� 35,:. . -2: et seq., and an-. amendments thereto, of the State 7f rash-ngton: provided that all of the following terms an= con'-ition.s,insofar as they are consistent with the pudic health, safety, and welfare, are fulfilled prior to the passage cf the ordinance annexing the property described and shoes- in Exhibits 'A" and 'B", and provided further that Union Oil shall have the right to withdraw its petition for annexation to the City if any of the following terms or conditions is not fulfilled to the satisfaction of Union Oil. 1. The petition for annexation pursuant to RCW 35A.14.120 shall provide that annexation o`_ the property described and shown in Exhibits 'A" and "B" shall be subject to and conditioned upon the full compliance of the City with all the terms and conditions contained in this petition for Annexation, and the petition shall incorporate all such terms and conditions. 8002210 201 VC: J659PAGE 053 2. The City Engineer and the Community Development Director shall, pursuant to the City Subdivision Ordinance, Chapter 12.10 of the Zoning Code, approve a short subdivision submitted by Union Oil which will divide the property owned by Union Oil and described in Exhibit 'C' which is attached hereto and incorporated herein by this reference (hereinafter called "the Property'), into !our parcels described as Parcels I, I1, III, and IV in Exhibit 'D' which is attached hereto and incorporated herein by this reference, _rovided that such subdivision is found by the City to be in ac_crdance with the public health, safety, and 'welfare and t-_ Scbd:':is'-c•• Ordinance. 3. The Cimy shall, after notice and hear _eq-zL e- by law, and if consistent with the =ub::c health, safat;, and welfare, amend the C`_ficia- Zon:na Ordinance cf the C-_. of Edmonds (hereinafter called Zoning Code), Section 12.13.220, to encourage in the CW zone the water related and commercial uses described in paragraph 4, whether water dependent or not. 4. The City shall, after notice and hearing required by law, amend the Zoning Code, Section 12.13.230(e), to allow as outright permitted uses, whether water dependent or not, the following: petroleum products storage and distribution, which includes the receipt of petroleum products, generally by pipeline or marine vessels and the storage and loading of petroleum products for distribution to petroleum bulk plants and to customers and automotive service stations; and all related operations, including but not limited to, the opera- tion and maintenance of trucks and equipment, the handling of products, merchandise, and materials, the provision of customer services related to the petroleum distribution -2- 8002210 208 vc_ 1659NCE1954 business, and the compounding, blending, packaging, and shipping of lube oils and greases. The amendment shall also, if consistent with the public health, safety, and welfare, amend Section 12.13.250(d) of the Zoning Code to allow outright in the CW zone a maximum building height of forty-eight (48) feet for petroleum storage tanks. In addition, the City shall amend all applicable sections in the Edmonds Building Code, if necessary, to allow the forty- eight (48) foot height for petroleum storage tanks. 5. The City shall, after notice and hearing required by law and if consistent with the public health, safety, and welfare, amend the Comprehensive Plan of the City of Edmonds to include that area of the Property delineated as Parcels I, II, and 1:I within the Plan under a commercial waterfront (CW) classification, and, pursuant to RCW 35A.14.330, the City shall by ordinance zone Parcels :, II, and I:: under the CW classification of the Zoning Code. 6. The City shall execute a Concomitant Zoning Agree- ment with U:icn Oil to accompany the ordinance which zones Parcels I, , and I:I to CW, provided that such Agree.-.er.t is consistent with the public health, safety, and welfare, which Agree=ent shall, in part, specify that the City agrees that the use of the Property for petroleum products storage and distribution and related operations as listed in Paragraph 4 above is a water dependent use and that the ordinance which zones Parcels I, II, and III to CW shall remainin effect for at least ten (101 years from the date of its adoption before the zoning of the Property slay be amended, supplemented, or modified by any subsequent ordinance or resolution adopted by the City which imposes more restrictive requirements on the Property, unless Union Oil agrees to any such amendments, supplements, or modifications. -3- 8002210 208 VCR 1659Pece1955 7. The City and its Architectural Design Board shall approve, pursuant to Chapter 12.20 (Design Reviewl of the _ Zoning Code and the City,s policy plan, the final site plans and elevations as shown on Exhibit 'E' which is attached hereto and incorporated herein by this reference, provided that such approval is in accordance with the public health, i safety, and welfare, which approval shall be binding and a O:1 final and remain in full force and effect until Unior. _ obtains all building pe^its and develops the ?rope=t: pursuant to such final site plans and elevations, but in no event she','- the C: _ 's approval of such final site plans and elevations be binding upon the C it; beyond ter. (1C) Fears f=cal the date of the annexation of the Property described i and shown in Exhibits "A" and '3". The final site Plans and elevations indicate the nature and extent of the existing and the proposed improvements to the Property. The City agrees that said final site plans and elevations indicate that the proposed improvements to the Property meet the design criteria in section 208 of the Policy Plan and conform. with the provisions of Chapter 12.20 and the Zoning _ode and the waterfront Design policies and Ordinance No. 2031. 8. The City shall, if necessary, issue certificates of occupancy and/or other written manifestations of compliance (specific authorizations) with the Building Code in effect I in the City, for all buildings, structures, and other improve- ments subject to said Building Code on Parcels I, II, and III of the Property. 9. The City shall in writing, confirm the opinion given to Union Oil that Union Oil is not required pursuant to any city ordinances or other municipal regulations to install sewer lines or connect with the city sewer system -1- vC_ 1659 P10E 1956 8r")210208 and that the present and proposed development on the Property is not deemed to be within two hundred C200j feet of the existing city sewer facility and therefore connection to the city sewer system is not required; provided, that Union Oil shall comply with all applicable existing state and federal sewage disposal requirements. 10. The City shall, after notice and hearing required by law, amend its Shoreline Master Program under the Shoreline Management Act, RCW Ch. 90.58., to allow, under the environment designated Urban, retail water dependent petroleu.-i products storage and distribution, wholesale petroleum products storage and dist=ibution, and related operations listed in Paragraph 4 above. The City agrees that dredging is permitted in the Urban environment for the purpose of maintaining safe navigation and that Union Oil will be permitted to conduct periodic dredging operations for the maintenance of the water access to its dock and pier, provided all rec•:ired permits are issued by the U.S. Army Corps of Engineers. 11. The City shall, after notice and hearing recui=ed by law, amend its Shoreline Master Program to include in the Program that portion of Parcel I which may be subject to the Shoreline Master Program and shall designate such portion of Parcel I under the Urban designation of the Shoreline Master Progra.:, as amended in accordance with Paragraph 10, provided that such amendment of the Shoreline Master Program is in accordance with the Shoreline Management Act. 12. The City shall, if consistent with the Shoreline Management Act, RCN ch. 90.58, as amended, in a writing executed by a duly authorized agent of the City, stipulate that, of the Property, only that portion of Parcel I lying shoreward of a line parallel to the shoreline and 200 feet inland thereof (and not measured 200 feet from any portion -5- 8002210 208 V- 1659 PACE 1957 of Parcel IV as delineated on Exhibit -D' hereto, known as the Union Oil Marsh, unless the measuring point be also on the shorelinel which contains the existing dock, pipelines, and piers, and that portion of Parcel Iv known as the Union oil Marsh, shall be subject to the Shoreline Management Act, the City Shoreline Master Program, and any regulations pertaining thereto, and that the remainder of the Property, including but not liaited to the rest of Parcels I and IV and all of Parcels II and II1, shall not be subject to the requirements of that Act or the C'-ty's Shoreline Master Program. 13. The City shall, if eczsistent with the p_c_:c heals.`., sa:eta•, and welfare, acre?t fro- Unic❑ 041 a dedicatior. h that ce__a_. right C to the use of •_ e public � fo=ever o: ' way (legally described in Exh'_bit 'F" which is attached _ hereto and incorporated herein by - �;;- re:erer.ce) used for- street purposes known as Beeson Road and/or Pine Street and will thereafter maintain the same in good condition at public expense and at no cost to Union Oil, such dedication to be made by Union Oil as a part of its short subdivision of the property described in Paragraph 2 above' 14. The City shall, if consistent with the public health, safety, and welfare, accept !rom Union Oil a ded'- cation to the City of the existing two-inch, lour -inch, and a eight-inch water mains owned by Union Oil and located on the Property, with appurtenances, together with easements of right of way, maintenance, and other usual utility easements accompanying such a dedication, such easements to be deter- mined by Union Oil, and such dedication will be made by Union Oil- as a part of its short subdivision described in Paragraph 2 above. -6- 8002210 208 VC: 1659PIG EOM 15. The City shall, if consistent with the public health, safety, and welfare, enter into a standard form Reimburseaer.t Contract with Union Oil, which contract will substantially provide in part that any person or entity other than Union Oil, who shall derive any water frcm the eight -inch water main described in Paragraph 14 above at any time before the expiration of ten C101 years from the date O!, the Re__bursement Contract, shall be required to pay the City who shall reimburse Union Oil for its share of all costs of installing such main and maintaining such main up to the date of dedication. The amount paid union shall be based upon a figure of not less than. $30,000, being a por- tion of the total cost incurred by Union Oi-. That portion of the $30,000 to be paid by those property ou-+ers served or benefitted by the eight -inch water main shall be paid to the City pursuant to the Reimbursement Contract, and the City shall reimburse Union Oil. That Reimbursement Ccntract shalt also provide in part that the e'_;.`.t-inch water main ` shall not be pe=itted to service additional areas, uses, or custp-ers Sey=nd the capacity of such main as determined by Union Oil, in order to guarantee existing water pressure to Union Oil facilities on the Property and required flow for fire protection of the petroleum storage fac',_:ty on the Property. 16. The City shall, if consistent with the public health, safety, and welfare, execute an agreement with Union Oil agreeing to operate and maintain at the City's own expense the drainage sy■tem beginning at the Northwest corner of the existing storage basin (known as Lake NacCuire) and extending southwesterly parallel to the Burlington Northern Railroad right of way, thence across and under said right of way, and through the beach to Puget Sound, such vc_ 1659 PILE 1959 8002210 208 operation and maintenance to commence as of the effective date of annexation. 17. To enable the City to operate and maintain the drainage system described in the above Paragraph 16, and provided the City complies with that paragraph, Union Oil will grant to the City a non-exclusive easement of right of way and use of that portion of the Property comprising the drainage system and shall further grant to the City title to the i.-i=rovements which constitute the drainage system on that same portion of the Property, provided, howe•.er, that Union Oil shall in that same instru.-,ent reserve fee owner- ship of the drainage ditch directly ad;acent to the storage basin and exta:ding southwesterly parallel c: the 3urlington. Northern Railroad right of way to the tidal gates at the railroad undercrossing; and provided f..rt"er that Union. Oil shall retain the right to activate the aforesaid tidal gates at the Burlington Northern Railroad undercrossing whenever necessary in the opinion of Union Oil. 18. The City shall execute an agreenent with Union Oil, which shall be a covenant running with the land and shall be binding on the City and its successors and assigns, providing that in the event the City acquires title to all or any part of Parcel IV, that the City releases Union Oil, its successors and assigns, of and from all manner of actions, cause or causes of actions, suits, debts, sums of money, promises, trespasses, damages, judgments, elaLms and demands whatsoever, in law or in equity, which the City may have against Union Oil arising out of any present or future petroleum products spillage which affects or in any manner whatsoever damages Parcel IV; provided, in the event that, as a result of any future petroleum products spillage, any damage shall occur to that portion of Parcel IV acquired by the City, Union Oil shall collect and remove ■aid petroleum products and restore 8002210 208 -8- •- 1659?IGE1960 ■aid portion of Parcel IV as nearly as possible to its farmer condition using all practical methods available to reasonably restore the property, and, if it is not feasible to collect and remove said petroleum products, Union Oil shall take all practical actions to contain, treat and disperse the same. The City further agrees not to sue or be a part of any suit against Union Oil for any such damage except for damage caused by Union Oil's own gross negligence or wil:ull misconduct. The City retains all rights against Union Oil with respect to damages suffered by City prcperty other than Parcel IV on account of a spill. 19. The City shall, if consistent with _^e publ_- health, safety, and welfare, execute ar. agreement with Union Oil providi-g that in the event the City aczuires title to any or all of Parcel IV, it shall grant to Union Oil, or Union Oil shall reserve (whichever union deems necessary), all easements and rights necessary to allow Union Cil to construct and =aintain an earth berm and drainage channel along the southerly edge of Parcel IV, adjacent to Parcel II, and adjacent to the railroad right of way for the pur.zcse of controlling surface run-off from the terminal facility located an Parcels II and I:I, and the City shall, if consistent with the public health, safety, and welfare, grant all necessary permits and approvals to Union Oil for the construction of the earth berm described herein. 20. The City shall notify Union Oil in writing of any other City permits, licenses, or other official forms required by Union oil to conduct on Parcels I, II, and III all of the uses listed in Paragraph f above, and, if consistent with the public health, safety, and welfare, shall grant to Union Oil any such permits, licenses, or other official forms; and -9- 8002210 2 08 Fc-1659 nu 1961 the City shall then stipulate in writing that Union Oil has obtained all necessary City permits, licenses, or other official forms, and that Union Oil has complied with all applicable City ordinances and regulations, necessary to conduct on Parcels I, II, and III the uses listed in Paragraph 4 above. 21. No annexation of the property described and shown. in Exhibits "A" and 'B' shall occur until the annexation, along with all of the accompanying terms and conditions, has been approved by the Snohomish County Boundary Review Board. 22. No annexation shall occur until the City and Union oil enter into a Conco-itant Zcnina Agree.. -,en_ _-_ r?crating all of the a=-licable terms and cond_=°cns of this ?etit_on for Annexation and a'_1 other te=s andconditions of Petition for Annexation are fulfilled to the satisfaction cf minion Oil. Said Agreement shall grant the parties the right to s=ecific performance. 23. No annexation shall occur unless all of the prc- visions herein are found by the City to be consistent wit' the public health, safety and welfare. 24. In the event of litigation or other legal challenges brought to determine the validity of the annexation of the property described and shown in Exhibits 'A" and 'B' or of any of the terns, provisions, conditions or actions required herein, provided such challenge is made no later than 120 days after final approval of the annexation by the Snohomish County Boundary Review Board, the annexation shall be stayed until the litigation or other legal challenges have been settled or terminated, including any appeals to appellate courts. 7n the event of a final determination prohibiting any tern, condition, provision or action required herein, Union Oil shall have the right to withdraw its petition for annexation. In the event of a final determination upholding vr. 1659 Pace 1962 8002210 Z OR _lo_ the validity of the annexation or of all of the terms, provisions, conditions, or actions required herein which were the subject of such challenge on appeal, the stay of the annexation shall be ended and the City shall proceed to annex the property described and shown in Exhibits 'A' and 'B'. 25. The City shall, with the assistance of Union Oil, comply with the State Environmental Policy Act'RCW Ch. 43.21C., relative to all actions the City shall take purs_ant to fulfi1Lm-:nt of the terms and conditions herein which require implementation of the provisions Of that Act, including without limitation annexation, dedication., and all ccm- prehensive plan, zoning, and shoreline management actions. 26. The City shall, if consistent with the public 1 health, safety, and welfare, execute an agreement with Union oil providing that if during the ten (10) year term specified by Paragraph 6 above, during which the C14 zoning for Parcels I, II, and II: must remain in effect, the City amends, modifies, or adopts new ordinances, codes or regulations affecting the zoning, subdivision, development, permitted uses, construction of improvements, buildings, or a??_r- tenances, or any other development of any kind or character on the Property in any manner, which would prevent Union 0'-1 from using or developing the Property as specifically provided herein or as planned in accordance with the final site plans and elevations as shown in Exhibit "E' hereto, then Union Oil may elect to proceed with respect to the development of, or construction upon the Property, under the ordinances, codes, and regulations in effect on the date of the annexa- tion, unless Union Oil agrees to any such amendment, modifi- cation, or adoption. -11- 8002 210 2 08 �..1659 r',cE i963 r— 27. All agreements called for in these terms and condi- tions to be executed by the City and Union Oil shall contain a term that such agreements shall be binding on the City and its City Council, notwithstanding any change in the membership of that Council, and shall be binding on Union oil as owner of the Property, its successors and assigns, for a tern of ten (10) years from the date of the annexation and may be amended during that term or thereafter only by a written instrument executed with the sane formality as the original agreement and signed by the parties thereto. 28. Any waiver by Union Oil of the Cit_+'s ccapliarce with any of the terms and conditions herein shall not be deemed a waiver of any other term or condition of annexation herein. 29. Invalidation of any of the sections or paragraphs of this Petition for Annexation, by judgment or court order, shall in no way affect any other section or paragraph hereof, and the same shall remain in full force and effect as a to of, and condition to, the annexation. However, in the event of any such judgment or court order, Union Cil shall have the option to withdraw the annexation from the City. 3C. I` anv action required herein to be performed by the parties is found or held to be not consistent with the public health, safety, and welfare, or invalid for any other public policy reasons beyond the control of Union Oil, then Union Oil shall have the option to withdraw the annexation from the City provided final annexation has not been com- pleted. 31. It is requested that the City Council of the City take appropriate action to entertain this petition, fixing a -12 - r. 8002210206 vc� 1659 rice 1964 k date for a public hearing, causing notice to be published and posted, specifying the time and place of such hearing, and inviting all persons interested to appear and voice approval or disapproval of such annexation; and that following such a hearing, and subsequent to approval of the Snohomish County Boundary Review Board if such is convened, the City Council determine by ordinance that such annexation shall be effective; and that the property so annexed shall became a part of the City of Edmonds, Washington subject to its laws and ordinances then and thereafter enforced; provided that no annexation shall occur until the City and Union Oi: enter into a Concomitant Zoning Agreement incorporating al: of the applicable terms and conditions of this Petition for Annexation, and all other terms and conditions of this Petition for Annexation are fulfilled to the satisfaction of Union Oil. 32. Union Oil agrees that all property owned by Union Oil within the territory hereby sought to be annexed shall be assessed and taxed at the same rate and on the same basis as property within the City of Edmonds for any now outstanding indebtedness of said City, including assessments or taxes :n payment of any bonds issued or debts contracted, prior to or existing at the date of annexation, in accordance with the requirements of the City Council of said City, and as quoted herein from the Minute Entry of the records of said City Council meeting. DATED this 17th day of October , 1979. UNION OIL COMPANY OF CALIFORNIA Title Union Rea: Estate Division 8n02210208 -13- vC. J659 PACE 065 STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On this 17th day of October, 1979, before me the undersigned a Notary Public in and for the State of California, duly commissioned and qualified, personally appeared Fred M. Anderscn, to me known to be the President, Union Real Estate Division, UNION OIL COMPANY OF CA.LIFORNIA, the corporation that executed the within and foregoing instrument, and acknowledged the same instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. IN WITNESS WHEIRSOF, I have hereunto set my hand and affixed lmy official -seal, the day and year first above written. CFF;pAL SEAL ' wA� ME�IE A 10AER tiO;A_?Y PG7i:C :' a: c :or Lae I�Y-a YQIAN+c'. @.i[•::LiF,^,>rYIA State of California LC° A+�C[L�S C9uHf• t/..:amansm- c :yin .'a. i 1982 1 8002210208 VC_1bJyPJGk17bO CORIIEC ED LOCAL DESCRIPTION LEGAL DESCRIPTION FOR PROPOSED ANNUATION OF THE UNION OIL PROPERTY TO TIM CITY OF EMMO- Ty pcn of the N 112 of Sec 26 Tvp 27 N Rge 3E, h'.H., in Snohomish County, Washington, daf: Rer as 2 eone'asi aanisncat '2t th1• ins of tic x I of rd ScC :+. and the w'ly ngn of :Zc Burlsit;mn Nor_hcrn r1•i th 5 SIuSS'sl" E a}g the N In of Rd sr- .6. a disc of I-r`:.n: to [hc x'Iy =Fn if .he :Iv of SR 104 I$e the eaic: ti"Y ltarts of Edmond.; eh 5 Iat1B'5:- 4119 Q r!• or alai city limits a disc of 395.4a f:; th }:°so'}S" x all; sd r/% agn any: City limits 3 d:st of 3:2.97 f:; th S alS city 1tMI.Ix tap an the S In of the N i,'2 a, tr+s r 1/2 of sJ %cc 26. th N 3S0SI'46" K Ili;%d 5 in tap an the outcr hsrhor Jr.. N a }-"0' Jig +d Eutcr ha -Isar In ta+ on the 4 In of sS See Zh. Q Ft hr on -he Edaon'tc cizv Elk S ,12asa•314' E AIS sJ titr Itoits tap on the'A'ly .-ng+ of the Burly ington ;tt;--: rl•. Ell N 47 25 eP.- 'c all $d It'I'Y agn sap on the N in of sd See 26. sd pt he the -Pail. vc_ 1659 ?IDe1967 8r'02210 208' IPTION LEGAL DESCRIPTION FCR PRCPOSI:n nXt;CSATICS TIIC UNION OIL PROPCRTI' TO 111: C,-..' Ci F.DPICX'S 7: Prn of the \ I/: of Sec 26 T�+p Y Rge 3E. M.N.. in Snonomish County, Washington, dar: he; at a Concrete montment at the int of the x In of sd Sor L6 sat the W'lr algn of the nuriirl;ton Northern :/.�; th 5 58,55'43" E alg thr S In a: �d Se: 26, a diet of qOI.S: Ft to the k':y ngn of tlrr r/,e of SR Sod be the exist Citr Iin] t3 of Edmones; th S i 08'S:" a al; ad r/• mg- and city Isaits a dirt of 395.a-1 ft; th S I:-iP-!5- W aI; sd -/. men xa.I City I:ZItS a diet of 34:,97 fL; th 5 aIg city ;xcit.q tan an the S In of the !i of I!: of sd Sea 26; :5 N 33a 51'46" tl alg sd S In :a� an the DLit=r harbor, In; eh X 17 air •d onter harbor :n ear on the s in of sd Sec 'b. sd pt he on the fdmonr. [:ty Units,• rh S _2 34'• a" C aIR ad city Limits tap on t" W'ly sr- of :hr 3urlin�ter. Sar;I�ecz th \ �:=5'_'0" E a I j ad W'Iy ygn ;ap an the y la of sd Sec :5, sd pt he the .PO9. 8002-210 208 vc_1659PecE1968 7 , VICINII-Y MAP SCAT L: I" - ti00' PROPOSED ANNEXATION , �• `\\'fix, CITY OF FDMONDS J.F CD ...-�.---- " "' � I to Te► .-�:.'_. l� „ 1.--� �_—p�• -- TOWN OF WOODWAY� r Li ._! .1 ''•�.�r r. - mcgn T ' C " IPTION : AREA TO BE ANNEXED PORTION OF GOVERNMENT LOT 1 AND OF THE NORTH''EST QUARTER OF THE :EAST QUARTER, ALL IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FCLLOWS. '4INC AT A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTH LINE ID SECTION 26 AND THE EASTERLY MARGIN OF THE •BURLINGTON NORTHERN -CF-WAY; THENCE SOUTH 88.55'41" EAST'ALONG THE NORTH LINE OF SAID )N 26, 1501.81 FEET TO THE WESTERLY MARGIN OF SR 104 .AS CONDEMNED E STATE OF-IBASHINGTON FOR STATE ROAD In BY DECREE ENTERED IN iM,ISH COUNTY SUPERIOR COURT CAUSE NO. 105375; THENCE SOUTH 1°08'54" ALONG SAID RICHT-OF-WAY MARGIN 89S.44 FE_T; THENCE SOUTH 12049115" ALONG SAID RIGHT-OF-WAY MARGIN 342.97 FEET ; THENCE SOUTH 83°07'35" ALONG SAID RIGHT-OF-WAY MARGIN 297.92 FEET; THE-,C= SOUTH 1°O8'15" 5D.00 FEET TO A POIN- ON THE SOUTH LINE OF THE NCRTHWEST QUARTER = NOR-H=AST QUART,. OF SAID SECTION .26; THENCE NORTH 88°S1'46" ALONG THE SOUTH LINES OF GOVERNMENT LOT 1 AND OF THE- NORTHWEST iER OF THE NCR T HEAST QUARTER OF SAID ScCTICN 26, 22C1 . 93 FEET TO AN SECTION POINT ON THE EASTERLY MARGIN OF THE BURLING-CN NORTHERN OF -WAY, SAID POINT BEING ON A 976.50 FOOT RADIUS CU%.`✓- CONCAVE iE SOUTHEAST, A RADIAL AT SAIL POINT BARING SOUTH 70012'20" EAST; =E NORTHEASTERLY ALCNG SAID RIGHT-OF-WAY PIARCIN AND CURVE AN ;1S-7=.NC= OF 383-31 FE_T TO A POINT OF TANCENCY• THENCE NORTH 34" EAST ALONG SAID EASTERLY RIGHT-CF-WAY MARGIN 1316. 83 FEET TO 'OIN T OF B_GIN"IING- _ rH=R 1YITil •iiAT PORTION OF GOV=RN.".:ENT LOT 1 AND OF TIDELAND, LOT 1, IN SECTION OWNSHIP 27 NORTH, RANGE 3 EAST . W.M., IN SNOHOMISH COUNTY, WASHING - LYING vl ESTERLY OF THE WESTERLY LINE OF THE CREAT NORTHERN RAILWAY ANY RIGHT-OF-111AY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 =E05, PAGE 132 AND IN VOLUME 38.OF DEEDS, PACE 412, AND LYING SOUTHERLY -lE FOLLOWING DESCRIBED LINE: .tiING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF CREAT 'HERN RAILWAY COMPANY'S RICHT-OF-WAY WITH THE NORTH LINE OF SAID ION 26, SAID POINT BEING 683.03 FEET WESTERLY OF THE NORTH QUARTER IER OF SAID SECTION; THENCE SOUTH 42*34134" WEST, 54.17 FEET; THENCE H 47025,26" E.�57 150 FEET ; THENCE SOUTH 42.34'34" WEST, 765.65 FEET. ALONG WESTERLY LINE OF THE CREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY 'H- TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47°25'26' WEST 7 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR 7605;C S111/73 GIVK vc_ 1659 PACE 1970 8002210208 EXHIBS "D " :EL I THAT PORTION O= COVER-NMEN T LOT 1 AND OF TICELAN:). LOT 1, IN SL'C'^lou TOWNSHIP 27 NORTH RANCE 3 EAST, W.41.. IN SN0H�,M,5'' CCUti;Y i�Av+i�tC. LYING i1'E57ErRLY OF THE YVGS =RL Y LIME OF THE GR-ri- NORTHERN RAILWAY ?ANY RIGHT-SF-1'IAY AS CONVEYED BY INSTRUMENT REZ3RDED 1H VOL'U4%'= 17 3cEDS, PACE 132 ANO IN VOLUME 38 OF DEEDS, PACE 432, AND LYINC SOi.'THERLY i H- FOLLOWING DESCRIBED LINE: INNING A T A POINT OF INTERSECTION OF ORIGINAL W=S7=R'—y LINE OF GREAT i HERN RAILWAY CC-MPANY'S RIGHT-OF-WAY IV17H THE NORTIi LINE OF SA:"' 'ION 26. SA.D PQIN7.13EINC 638.03 FEET WESTERLY OF THE NORTH QUARTER NER OF SAI❑ SECTION; THENCE SOUTH 42034'3e" WEST. 54,17 FEET: THENCE TH 47°25'26" EAST 150 FZET. THENCE SQUTN 42°34*'34" WEST. 765.65 FEET. ALONG i:=ST=RLY LINE OF THE CRZAT NCATHERN RAILWAY COMPANY'S R1CHT-OF-WAY . H= TRUE POINT OF BiyGINNIh C OF SAID LIK=: THENCE NCR"h 47°2:':6" 1VE5 T 11 r==i, MORE OR LESS, TO P01H' OF IN'TE-5=CT10N 11'ITIH THE INN=R HARBOR 8002210208 76057C S/31/79 C1VK YC_ 1659 PILE 1971 :EL If: T PORTION OF GOVERNMENT LOT 3, SECTION 23, AND OF GCVERNMENT LOT 1 THE NORTHEAST QUART_R OFF SEC:710N 25, T0'%YNSH!P 27 NORTH, RANGE 4 EAST, IN SNOHOMISH COUNTY. WASHINGTON, DESCRIBED AS FOLLOVIS: `1ENCING AT THE CONCRETE MONUMENT AT THE SOi,7l1'„=S7 CORNER OF THE THWEST QUARTER OF SAID NORTHEAST QUARTER OF SEZTICN 26; THENCE NORTH. 1146" WEST ALONG THE SOUTH LIN-c OF SAIC GOVERN::--zNT LOT 1, A DISTANCE OF Z3 FEET TO THE TRUE POINT OF BEGINNING; THENCE CGN T INUINC NORTH, 1'46" ',VEST, $50.37 FEET TO A POINT ON THE EASTERLY .VARGIN OF THE SURL!NG- NORTHERN RAILWAY RIGF9T-OF-WAY, SAID POINT BE!NC ON A 976.50 FOOT RADIUS VE CONCAVE TO THE EAST, A RADIAL AT SAID POINT BEARING SOUTH 7001:'2;" r; THENCE NORTHERLY ALONG SAID RIGHT-OF-WAY L!N= AND CURVE, AN A-Z 'ANCE OF 388.31 FEET TO A POINT OF TANCENCY; THENCE NORTH 42°S4'34" =AS- VG SAID RIGHT-OF-WAY LINE 1315.33 FEET 70 A CCNCR= MON1;A`EN7 A7 TH= _RSEC710N OF THE NORTH LINE OF SAID S=OTICN 26 'h'ITH SAID EAST, ,RL!.1AR- OF THE BURLINGTON NORTHERN RAILWAY RIGHT-CF-V;A.v AND FROM 'WHENCE NORTHEAST CORNER OF SAID SECTIOti 25 BEARS SOUTH 88055'41" EAST THE':== TINUING NORTH 42°34'34" EAST ALONG SAID RIGHT-OF-WAY, 327.47 FEE-T; THENCE TH 47030'00" EAST, 716.15 FEET, THENCE SOUTH 42130'CC" tYEST 195.00 FE- NCE SOUTH 48000'00" EAST 440.00 FEET THENCE SOUT'rI 44'30'00" :AST a0O.00 rE=- NCE SOUTH 64011'45" EAST 248.35 FEET TO THE WESTERLY MARGIN OF SR 10-' AS DE'.1NED BY THE STATE OF WASHINGTON FOR STATE ROAD 104 BY DECREE E`IT= _- .NOHOMISH COUNTY SUPERIOR COURT CAUSE NO. 10637S; THENCE SCi;TH 12°49'151, T ALONG SAID MARGIN 187.97 FEET; THENCE SOUTH 83007'3S" WEST ALONG SAID GIN 297.82 FEET; THENCE SOUTH 1008'15" WEST 24.00 FEET TO A POINT 26.00 FccT TH l°O8'15" EAST OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE THEAS7 QUARTER OF SECTION 26; THENCE NORTH 88'51'46" WEST PARALLEL WITH ) SOUTH LINE 577.31 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE HT HAVING A RADIUS OF 480 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE B4 FEET TO THE POINT OF TANGENCY'; THENCE NCRTI-I 54'S1'46" WEST 207.70 FEE-7 THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 97.30 FEET TO THE POINT TANGENCY; THENCE NORTH 65°35'00" 19EST 37.89 FEET TO THE POINT OF CURVA- :E OF A CURVE TO THE LEFT HAVING A RADIUS OF 20S FEET; THENCE WESTERLY NC SAID CURVE 254.77 FEET TO A POINT OF A COMPOUND CURVE HAVING A RAD- OF 120 FEET; THENCE SOUTHERLY ALONG SAID CURVE 129.35 FEET TO THE NT OF TANGENCY; THENCE SOUTH 21035'00' EAST 113.72 FEET TO THE TRUE POINT BEGINNING; ,JECT TO A 10 FOOT WIDE SLOPE EASEMENT ALONG.THE SOUTHERLY LINE ADJACEN' THE PINE STREET EXTENSION ROAD. 8002210208 YC_1659FISE1972 7-EL III: T PORTION OF GOVERNMENT LOT 1, SECTION 26 AND THE NORTiiTAST QUART ;ECTION 26 IN T017NSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNnHG:l:sH COUN7T HINGTON, DESCRIBED AS FOLLOWS: INNING AT A CONCRETE MONUMENT AT THE SOUTHIYEST CORNER -F THE NORT:-i- r QUARTER OF SAID NCRTHEAST QUARTER OF SECTION 26; THENCE NORTH 1'46" WEST ALCNG THE SOUTH LINE OF SAID COVERNMEN- LC-, 1, A DISTANCS 327.36 FEET • THENCE NORTH 21035'00" WEST 130.47 FcET TO THE POIN ; OF CUR ,'A- E OF A CURVE 70 THE RIGHT HAVING A RADIUS OF 80 -E=T THENCE NORTHERLY HE=' Y NG SAID CURVE 86.57 FEET TO A POINT OF A COMPOUND CURVE HAVING A RACY'= 165 FEET; THENCE EASTERLY ALONG SAID CURVE 213.10 -=ET TO THE POINT OF GENCY • THENCE SOUTH 65°35'00" EAST 37.25 FEET TC TH- POINT OF CURVA7UF.E CURVE TO THE RICH7-HAVING A RADIUS OF 480 F:ET; THENCE SCUTHEASTERLY NG SAID CURVE 39.31 FEET TO THE POINT OF TANGENCY THENCE SOU'.. 5:05V4,;' T 207.70 FEET TO THE POINT OF CURVATIjRE OF A CURVE TO THE LEFT ^HP.VING ADIUS OF S70 FEET, THENCE SOUTHEASTERLY ALONG SAID CURVE 12.61 F:ET TO SIN T ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NC::TH=AST RTER, SAID POINT.BEING SOUTH 88051'46" EAST 23.18 FEET FROM THE POINT CF INNING; THENCE NORTH 88051'46" WEST ALONG SAID SOUTH LINE 83.18 FEET TO POINT OF BEGINNING; 1EZ' TC, A 10 FOOT WIDE SLOPE EASEMENT ALONG THE NORTH AND WEST LINES A ZN TO THE PIN_ STREET EXTEN51 N ROAD. 8002210208 vc_ 1659 FACE 197,3 :CEL IV: '%T PORTION OF GOVEPNMENT LOT 3, SE:;TION 23 AN- , -A- PORTION OF THE 2THEAST QUARTER OF SECT ION 26• ALL IN TCLSSi.S'r.IP 2; f;OR' . RANCE 3 EAS-, i., Ili SNOHO :SH COUNTY, WASHI!PC-py, DESCRIBED AS FOLLOWS: fI,'.ENCINC AT A CONCRE-E PMONUMEN T AT THE INTERSEC-ICI: OF THE NOA T H E OF SAID SECTION 26, W17H THE EASTERLY MARCH OF -HE SUPLINC-ON NOR - :RN RAILWAY RICHT-OF-WAY AND FROkS WX=NC= THE NOP"E.AST CCRYER OF C SECT10N 26 S-=ARS SOU7X 33°35'=1" EAST; THENCE N C R T H is° E 2 3Q 3C" AST f.+`1C SAID EA57ERLY PMARCIN 327.47 FEET TO THE T P.L;= PC'N T OF 9=-CiNI4INC; 'NCE SOUTH 47030'0." =_AST 71 CE 6.i, F�--=, • T t+.cN SOL'TH WE ST .04 FSE7THENCE SOU', 'H :8°,74.4C,, EAST :uC. �- FEC- TrfENCE SOUTH 44°317'CC" •T vQ . C'4 . CET; iii=NCE SOU7! 6e°' 'uy" EAST w s = tulti OF SR :0+ AS CONDE'rVED Ev _�= 3�8. ES E_T TO TFo Sl'S- � _'RLY �D :7� Y D=':RE= =QED !ti � ST:.T*~ C= 1'tr.SH,kCTON FOr. _ 1G'04 THENCE-h _ SvQuC!.:IS!-1 CCU-Y Sj;:'=P!Crc CCUR :S 1 h SE NORT�i 12'49'15" EAST ALOti 5 = CAUSE 00 ?EEO -, HZ.C= C N 7jNUI.`: AL C "C �MA '- Y lvsAr�C ii T 14iS.Off FEaT - + ors SAID l E5-ERLY .1ARCIN NCR-ri T�=Y.;= SQL: 73 s�':�" 11'_5T 24C.00 =_= r 3Q'OC" WT-S" 110.00 FE= 7Hc-NC= NOR- 4 e5'� THENCE N �F.'i-i_ i i H 4C'C0'C O}E..— — - C'C. 1:'cST 04 FEET;0 v�� Io; � J:�F;:.-. THENCE NCP- J.?°0C': 11'=S" 2G:.04 --_— :i4CE NORTH 3 7'00" i;-3' 260.04 -=-• THENCE SOUTH 71°4C'1r4" .09 F=EY TO A PUNT ON TH= SAID ^EASTERLY AIARCIN OF TH= SURLINC-CN 17HERN RAIL'NAY RICLi,-OF . POINT .90 FEET FRO'.1 714E ''RUE POINT OF BEING NORTH C:°34':4' EAS- 3EC;N;;;NG; THENCE" SCU-H �;°3;•3C" •T ALONC SAID EAST 3R,Y MARCIN 288.90 FEET TO THE TRUE PC,!N7 C= :1NNiNC. , 8002210 208 76057C 5;31'-9 (REV.1 GWK 1 vc'_ J659 FIfCE 1974 19 Ln CP 00 PA �A. o W (IOD WA Y / H UIIION OIL COYrANY OF CILIFOII NIA •iw nIA1C -rr- n1,A I AI I N O N N O O �co -lkc: UI/ION OIL COAIPAIIY OF CALIFORIIIA MARINE TERMINAL EDMONDS. WASHINGTON ►ACILITY FOR SIO11AGE,DISIOt0U1tOt1 A140 UAIII/FACIURRIG OF PETROLEUM PROOUCIS YAt,NI6 j qFcnRnFn Rr co i%*%FDCV lal4l 021960 Fra 1 C:) IV 2S "ENnl'fj WH P CITY r)MONDS. q ov FAGC[t IV COMITY ' ^ . / ' t' , PA4CWL II PARCE t L Me. PINE SF__ WOODWAY TM, — z = lr1 3,z. -zi a -1 r-� - -1, j 1p 5 TAX REQUIRED IIAR 6 1980 CONCOXI .a*IR' ZONING AGREEMENT � 0ravn THIS AGREEMENT, dated this 18th day of February 1980, between UNION OIL COMPANY OF CALIFORNIA, a corporation VAN qualified to do business in the State of Washington, hereinafter V4 referred to as "Union Oil,' and the CITY OF EDMONDS, a O �p =nicipal corporation organ -zed and existing under the laws • O IreN of the State of Washington, hereinafter referred to as 'the O O City." co W i T N E S S E T H: WHEREAS, Union Oil is the owner of that certain real property legally described in Exhibit "A" which is attached hereto and incorporated herein by this reference, which property comprises 81 acres, more or less, and is hereinafter referred to as 'the Property", and, WHEREAS, the Property at present is situated partially within the boundaries of the City and partially outside those boundaries, that portion lying outside being under the jurisdiction of Snohomish County, Washington, and of no other municipal` corporation, and, WHEREAS, Onion Oil presently uses the Property for petroleum products storage and distribution and for other uses incidential thereto, and has so used the Property for over 50 years, and, WHEREAS, Union Oil has initiated proceedings pursuant to RCW ch. 35A.14 for annexation by the City of that portion of the Property now under the jurisdiction of Snohomish County, Washington, conditioned upon the City's fulfillment of certain terms and conditions contained in Union oil's Petition for Annexation to the City of Edmonds, which is attached hereto as Exhibit B and incorporated herein by this reference, and, issiP«>:isss 8003060145 , _1_ WHEREAS, the City has reviewed the entire application for annexation and the Site Plan and elevations which are attached hereto as Exhibit C and incorporated herein by this reference, and, WHEREAS, the City finds that zoning Parcels Z, IZ, and III of the Property, as described in Exhibit D which is attached hereto and incorporated herein by this reference, to a Cw classification and Parcel IV of the Property to OS pursuant to the Official Zoning Ordinance of the City in compliance with the Comprehensive Plan of the City is within the public health, safety, morals and general welfare, and, WHEREAS, the Edmonds Shorelines Management Committee on the 14th day of November, 1979, voted unanimously to recommend certain amendments to the Shoreline Master Program er Program Map of the City pursuant to the and Shoreline Mast tfor Annexation to the City of terms of Union oil's Petition Edmonds, and, WHEpZAs, the Planning Commission, on the 28th day of November, 1979, voted unanimously to recommend certain amendments to the Shoreline !Master Program, Shoreline Master Program Map, and Official Zoning Ordinance of the City pursuant to the terms of Union oil's Petition for Annexation to the City of Edmonds, and. Council on the 3rd day of December, WHEREAS, the City 1979, voted unanimously to approve the amendments to the Shoreline Master Program, Shoreline Master Program gyp' and official Zoning Ordinance of the City pursuant to the terms of Union Oil's Petition for Annexation to the City of Edmonds, and, WHEREAS, the Architectural Design Board, on the 2nd day of January, 1980, voted unanimously to approve the final Site Plan and elevations attached hereto as Exhibit C Ya. i661 FIDE 160 �2 8003060145 for the construction of up to five additional storage tanks on the Property, and the City finds that the final Site Plan and elevations indicate that the proposed five additional storage tanks meet the design criteria of Section 208 of the Policy Plan and conform to the provisions of Chapter 12.20 _ of the Zoning Code, the Waterfront Design Policies, and Ordinance No. 2031, and, WHEREAS, the Planning Commission, on the 28th day of November, 1979, voted unanimously to recommend that the Property be zoned pursuant to the terms and conditions of this Agreement, and, WHEREAS, the City Council on the 3rd day of December, 1979, voted unanimously to approve the zoning for the Property pursuant to the terms and conditions of this Agreement, and, WHEREAS, the Planning Commission on the 13th day of February, 1980, voted unanimously to recommend that the Comprehensive Plan and Comprehensive Policy Plan Map of the City be amended to designate Parcel 1 as "Urban," and, WHEREAS, the City Council on the 19th day of February, 1980, adopted by ordinance certain amendments to the Building Code, Comprehensive Plan, Comprehensive Policy plan Map, and Official Zoning Ordinance of the City pursuant to the terms of Union Oil's Petition for Annexation to the City of Edmonds, and, WHEREAS, the City Council on the 19th day of February, 1980, passed by resolution certain amendments to the Shoreline Minster Program and Shoreline Master Program Map and directed the City Clerk to transmit a certified copy of the resolution to the Washington State Department of Ecology for approval, and, WHEREAS, the City Council, on the 19th day of rebruary, 1980, approved by ordinance the annexation of the _ 8003060145 1661PIGE 1668 -3- f Property pursuant to the terms of Union Oil Is Petition for Annexation to the City of Edmonds, and, WHEREAS, the annexation, the related amendments to the Comprehensive Plan, Comprehensive Policy Plan Map, Shoreline Master Program, Shoreline Master Program Map, 1 Building Code, Official Zoning Ordinance of the City, and the Site Plan approval, short subdivision approval, and zoning of the Property were determined not to have a significant adverse impact upon the environment and a Final Declaration of Nonsignificance on the annexation and related actions of the City in conjunction therewith as set forth herein was issued by the City on November 28, 1979, NOW, THEREFORE, In consideration of the mutual covenants and promises herein contained, and other valuable consideration, receipt of which is hereby acknowledged, the City and Union Oil do hereby agree as follows: 1. The City shall adopt by ordinance a zoning regulation for the Property pursuant to RCW 35A.14.330 which shall zone Parcel IV of the Property with the OS classification and Parcels I, II, and III of the Property with the CW classification, such that all uses presently conducted on Parcels I, II, and III of the Property will be considered permitted uses and not non -conforming uses, and such that all of the uses seat forth in paragraph 3 below shall be considered outright permitted uses on that portion of the Property. The City further agrees that the zoning shall remain in full force and effect without revocation for at least the ten (10) year period specified in paragraph 10 below. 2. The City agrees that the use of the Property for petroleum products storage and distribution and related 8 0030 60145 -4- 1661PIGE11669 operations listed in paragraph 3 herein is a shoreline - dependent use; that dredging is permitted in the Urban environment for the purpose of maintaining safe navigation; and that Union Oil will be permitted to conduct periodic dredging operations for the maintenance of the water access to its dock and pier, provided all required permits are issued by the U.S. Army Corps of Engineers. 3. The City further agrees that petroleum products storage and distribution shall include, whether shoreline - dependent or not, the following uses: the receipt of petroleum products, generally by pipeline or marine vessels, and the storage and loading of petroleum products for distribution to petroleum bulk plants and to customers and automotive service stations; and all related operations, including but not limited to, the operation and maintenance of trucks and equipment, the handling of products, merchandise, and materials, the provision of customer services related to the petroleum distribution business, and the compounding, blending, packaging and shipping of lube oils and greases. 4. The City further agrees that the approval by the Architectural Design Board of the final Site Plan and elevations for the construction of up to five additional storage tanks on the Property as shown on Exhibit C is binding and final and shall remain in full force and effect without revocation ' or the need for further approval by the City during the ten (10) year term specified in paragraph 10 below or until Union Oil obtains all building permits and develops the Property pursuant to the final Site Plan and elevations, whichever occurs first. 5. The City staff and/or Planning Commission j shall approve, pursuant to the City subdivision ordinance 1 and if consistent with the public health, safety and general -5- VOL i�iP�lCE1sT0 8003060145 welfare, the short subdivision application submitted by Union Oil which will divide the Property into four parcels, described as Parcels I, II, III, and IV as set forth in Exhibit D hereto. 6. The City agrees, if necessary, to issue certificates of occupancy and/or written manifestations of compliance (specific authorizations) with the building code in effect in the City for all presently existing buildings, structures and other improvements subject to said building I code on Parcels I, II, and III of the Property. 7. Union Oil agrees to develop and maintain the 4 Property substantially pursuant to the Site Plan attached } hereto as Exhibit C, and to comply with the terms and { i conditions of this Agreement. I S. The parties agree that the ordinances, codes, rules, and regulations of the City regarding development of the Property, including but not limited to the Shoreline Master Program and Shoreline ?!aster Program *lap, as approved by the Washington State Depar'.nent of Ecology subsequent to the effective date of annexation pursuant to the resolution passed by the City Council on February 19, 1980, and the Comprehensive Plan, Comprehensive Policy Plan Map, Official Zoning Ordinance and Zoning Map, Subdivision Code, Building Code, and regarding site plan approval requirements, design review requirement, permitted uses, construction of improvements, buildings, structures, or appurtenances, or any other development of any kind or character on the Property in any manner, as the same exist on the effective date of annexation, hereinafter collectively referred to as "Development Regulations," shall be applicable to the Property. If during the ten (10) year term specified in paragraph 10 below during which the CW zoning for Parcels I, II, and III must remain in effect, the rcL 1661 Past 1671 f 80030601.45 '6- city amends, modifies, or adopts new Development Regulations which would prevent Union Oil from using or developing the Property as provided in paragraph 3 herein or as planned in accordance with the final Site Plan and elevations as shown in Exhibit C hereto, then Union Oil may elect to proceed with respect to the development of, or construction upon the Property, under the prior Development Regulations described herein, unless Union Oil elects to proceed under any such amendment, modification, or adoption. j 9. The City hereby agrees that if, during the } ten (10) year term specified in paragraph 10 below, any Development Regulations are amended, modified, or enacted which in any manner impose less restrictive requirements on the development of, or construction upon, the Property, then the benefit of such less restric ive Development Regulations shall inure to the benefit of Union Oil, and anything to the contrary contained herein notwithstanding, Union Oil may elect to proceed with respect to the development of, or construction upon, the subject property under the less restrictive amendment, modification, or enactment. 10. This agreement shall be binding upon the parties hereto, including the City and its legislative body, notwithstanding any change in the membership of that body, and Union Oil as owner of the Property, its successors and assigns, for a term of ` ten (10) years from the effective date of annexation of the Property. The ordinance which zones Parcels I, II, and III to CW. shall remain in effect for at least ten (10) years from the effective date of annexation of the Property before the zoning of the Property may be amended, supplemented, or modified by any subsequent ordinance or resolution adopted by the City which I imposes more restrictive requirements on the Property. This Agreement may be amended during that term only by a written instrument executed with the aame formality as this Agreement ` 8 0030 60145 vo,_ isci na1672 •, r , business, and the compounding, blending, packaging, and shipping of lobe oils and greases. The amendment ■nail also, if consistent with the public health, safety, and welfare, amend Section 12.13.250Cd) of the toning Code to allow outright in the Cw zone a maximum building height of forty-eight (481 feet for petroleum storage tanks. In addition, the City shall amend all applicable sections in the r nds Building Code, if necessary, to allow the forty- eight (48) foot height for petroleum storage tanks. 5. The City shall, after notice and hearing required by law and if consistent with the public health, safety, and welfare, amend the Comprehensive Plan of the City of Edmonds to include that area of the Property delineated as Parcels I, II, and III within the Plan under a commercial waterfront (Cw) classification, and, pursuant to RCN 35A.14.330, the City shall by ordinance zone Parcels I, II, and III under the Cw classification of the Zoning Code.. 6. The City shall execute a Concomitant Zoning Agree- ment with Union Oil to accompany the ordinance which zones Parcels I, II, and III to CW, provided that such Agreement is consistent with the public health, safety, and welfare, which Agreement shall, in part, specify that the City agrees that the use of the Property for petroleum products storage and distribution and related operations as listed in Paragraph 4 above is a water dependent use and that the ordinance which zones Parcels I,,II, and III to Cw shall remainin effect for at least ten (10) years from the date of its adoption before the zoning of the Property may be amended, supplemented, or modified by any subsequent ordinance or resolution adopted by the City which imposes more restrictive requirements on the Property, unless Union oil agrees to any such amendments, supplements, or modifications. -3- 8 0030 601 45 va 1661 PILE 16i'9 7, The City and its Architectural Design Board shall approve, pursuant to Chapter 12.20 (Design Review1 of the zoning Code and the City'I Policy Plan, the final site plans and elevations as shown on Exhibit Z1 which is attached hereto and incorporated herein by this reference, provided that such approval is in accordance with the public health, safety, and welfare, which approval shall be binding and final and remain in full force and effect until Union oil obtains all building permits and develops the Property pursuant to such final site plans and elevations, but in no event shall the City's approval of such final site plans and elevations be binding upon the City beyond ten (10) years from the date of the annexation of the property described and shown in Exhibits 'A' and 'B". The final site plans and elevations indicate the nature and extent of the existing and the proposed improvements to the Property. The City agrees that said final site plans and elevations indicate the Property meet the that the proposed improvements to design criteria in Section 208 of the Policy Plan and conform of Chapter 12.20 and the Zoning Code and with the provisions Policies and Ordinance No. 2031. the waterfront Design essary, issue certificates 9. The City shall, if nec of occupancy and/or other written manifestations of compliance (specific authorizations) with the Building Code in effect in the City, for all buildings, structures, and other improve- ments subject to said Building Code on Parcels I, II, and III of the Property. opinion g. The City shall in writing, confirm the given to Union Oil that Union Oil is not required pursuant to any city ordinances or other municipal regulations to with the city sewer system install sewer lines or connect 1661 Pia 1680 6 0030 60145 �.- and that the present and proposed development on the Property is not deemed to be within two hundred C2001 feet of the existing city sewer facility and therefore connection to the city sewer system is not required; provided, that Union Oil shall comply with all applicable existing state and federal - sewage disposal requirements. 10. The City shall, after notice and hearing required by law, amend its Shoreline Master Program under the Shoreline Management Act, RCN Ch. 90.58., to allow, under the environment designated Urban, retail water dependent petroleum products storage and distribution, wholesale petroleum products storage and distribution, and related operations listed in Paragraph 4 above. The City agrees that dredging is permitted in the Urban environment for the purpose of maintaining safe navigation and that Union oil will be permitted to conduct periodic dredging operations for the maintenance of the water access to its dock and pier, provided all required permits are issued by the U.S. Army Corps of Engineers. 11. The City shall, after notice and hearing required by law, amend its Shoreline Master Program to include in the Program that portion of Parcel I which may be subject to the Shoreline Master Program and shall designate such portion of Parcel I under the Urban designation of the Shoreline Master Program, as amended in accordance with Paragraph 10, provided that such amendment of the Shoreline Master Program is in accordance with the Shoreline Management Act. 12. The City shall, if consistent with the Shoreline Management Act, RCW ch. 90.58, as amended, in a writing executed by a duly authorized agent of the City, stipulate that, of the Property, only that portion of Parcel I lying shoreward of a line parallel to the shoraline and 200 feet inland thereof (and not measured 200 feat from any portion 8003060145 '5YCL1661PAGE 1681 1 •fir - ..� ��� �� .��� ��" ' Y of Parcel IV as delineated on Exhibit 'D' hereto, known as the Union oil Marsh, unless the measuring point be also on the shorelinel which contains the existing dock, pipelines, and piers, and that portion of Parcel IV known as the Union oil Marsh, shall be subject to the Shoreline Management Act, the City Shoreline Master Program, and any regulations pertaining thereto, and that the reoaindez of the Property, including but not limited to the rest of Parcels I and IV and all of Parcels II and III, shall not be subject to the requirements of that Act or the City's Shoreline Master Program. 13. The City shall, if consistent with the public health, safety, and welfare, accept from Union Oil a dedication to the use of the public forever of that certain right of way (legally described in Exhibit 'F' which is attached hereto and incorporated herein by this reference) used for street purposes known as Beeson Road and/or Pine Street and will thereafter maintain the same in good condition at public expense and at no cost to Union Oil, such dedication to be made by Union Oil as a part of its short subdivision of the Property described in Paragraph 2 above. 14. The City shall, if consistent with the public health, safety, and welfare, accept from Union Oil a dedi- cation to the City of the existing two-inch, four -inch, and eight -inch water mains owned by Union Oil and located on the Property, with appdrtenances, together with easements of right of way, maintenance, and other usual utility easements accompanying such a dedication, such easements to be deter- mined by Union Oil, and such dedication will be made by Union Oil as a part of its short subdivision described in Paragraph 2 above. -6- 8 0030 60145 VOL 166iPAGE 1682 15. The City shall, if consistent with the public health, safety, and welfare, enter into a standard form Reimbursement Contract with Union Oil, which contract will substantially provide in part that any person or entity other than Union Oil, who shall derive any water from the eight -inch water main described in Paragraph 14 above at any time before the expiration of ten C101 years from the date of the Reimbursement Contract, shall be required to pay the City who shall reimburse Union Oil for its share of all costs of installing such slain and maintaining such main up to the date of dedication. The amount paid Union shall be based upon a figure of not less than $30,000, being a por- tion of the total cost incurred by Union Oil. That portion of the $30,000 to be paid by those property owners served or benefitted by the eight -inch water main shall be paid to the City pursuant to the Reimbursement Contract, and the City shall reimburse Union Oil. That Reimbursement Contract shall also provide in part that the eight -inch water main shall not be permitted to sezvice additional areas, uses, or customers beyond the capacity of such main as determined by Union Oil, in order to guarantee existing water pressure to Union Oil facilities on the Property and required flow for fire protection of the petroleum storage facility on the Property. 16. The City shall, if consistent with the public health, safety, and welfare, execute an agreement with Union Oil agreeing to operate and maintain at the City's own expense the drainage system beginning at the Northwest corner of the axisting storage basin (known as Lake MacCuire) and extending southwesterly parallel to the Burlington Northern Railroad right of way, thence across and under said right of way, and through the beach to Puget sound, such -7- VOL i66 PILE 1683 8003060145 operation and maintenance to commence as of the effective date of annexation. 17. To enable the City to operate and maintain the drainage system described in the above Paragraph 16, and provided the City complies with that paragraph, Union Oil will grant to the City a non-exclusive easement of right of way and use of that portion of the Property comprising the drainage system and shall further grant to the City title to the improvements which constitute the drainage system on that same portion of the Property, provided, however, that Union oil shall in that same instrument reserve fee owner- ship of the drainage ditch directly adjacent to the storage basin and extending southwesterly parallel to the Burlington Northern Railroad right of way to the tidal gates at the railroad undercrossing; and provided further that Union Oil shall retain the right to activate the aforesaid tidal gates i at the Burlington Northern Railroad undercrossing whenever necessary in the opinion of Union Oil. 18. The City shall execute an agreement with Union Oil, which shall be a covenant running with the land and shall be binding on the City and its successors and assigns, providing that in the event the City acquires title to all or any part of Parcel IV, that the City releases Union Oil, its successors and assigns, of and from all manner of actions, cause or causes of actions, suits, debts, sums of money, promises, trespasses, damages,, judgments, claims and demands whatsoever, in law or in equity, which the City may have against Union Oil arising out of any present or future petroleum products spillage which affects or in any manner whatsoever damages Parcel IV; provided, in the event that, as a result of any future petroleum products spillage, any damage shall occur to that portion of Parcel IV acquired by the City, Union Oil shall collect and remove said petroleum products and restore 8 0030 )Ol ks VOL J66J FICE 1684 said portion of Parcel IV as nearly as possible to its former condition using all practical methods available to reasonably restore the property, and, if it is not feasible to collect and rassove said petroleum products, Union Oil shall take all practical actions to contain, treat and disperse the same. The City further agrees not to sue or be a part of any suit against Union Oil for any such damage except for damage caused by Union Oil's own gross negligence or wilfull misconduct. The City retains all rights against Union Oil with respect to damages suffered by City property other t'ian Parcel IV on account of a spill. 19. The City shall, if consistent with the public health, safety, and welfare, execute an agreement with Union Oil providing that in the event the City acquires title to any or all of Parcel IV, it shall grant to Union Oil, or Union Oil shall reserve (whichever Union deems necessary), all easements and rights necessary to allow Union Oil to construct and maintain an earth berm and drainage channel along the southerly edge of Parcel IV, adjacent to Parcel II, and adjacent to the railroad right of way for the purpose of controlling surface run-off from the terminal facility located on Parcels II and III, and the City shall, if consistent with the public health, safety, and welfare, grant all necessary permits and approvals to Union Oil for the construction of the earth berm described herein. 20. The City shall notify Union Oil in writing of any other City permits, licenses, or other official forms required by Union Oil to conduct on Parcels I, II, and III all of the uses listed in Paragraph 4 above, and, if consistent with the public health, safety, and welfare, shall grant to Union Oil any such permits, licenses, or other official forms; and -9- 8 0030 601 45 YOL issi PACE 168� the City shall then stipulate in writing that Union Oil has obtained all necessary City permits, licenses, or other official forms, and that Union Oil has complied with all applicable City ordinances and regulations, necessary to conduct on Parcels I, II, and III the uses listed in Paragraph 4 above. 21. No annexation of the property described and shown in Exhibits 'A' and •B" shall occur until the annexation, along with all of the accompanying terms and conditions, has been approved by the Snohomish County Boundary Review Board. 22. No annexation shall occur until the City and Union Oil enter into a Concomitant Zoning Agreement incorporating all of the applicable ter._s and conditions of this Petition for Annexation and all other terms and conditions of this Petition for Annexation are fulfilled to the satisfaction of Union Oil. Said Agreement shall grant the parties the right to specific performance. 23. No annexation shall occur unless all of the pro- visions herein are found by the City to be consistent with the public health, safety and welfare. 24. In the event of litigation or other legal challenges brought to datarmine the validity of the annexation of the property described and shown in Exhibits 'A' and 'B' or of any of the terms, provisions, conditions or actions required herein, provided such challenge is made no later than 120 days after final approval of the annexation by the Snohomish County Boundary Review Board, the annexation shall be stayed until the litigation or other legal challenges have been settled or terminated, including any appeals to appellate courts. In the event of a final determination prohibiting any term, condition, provision or action required herein, Onion Oil shall have the right to withdraw its petition for annexation. In the event of a final determination upholding 8 0030 60145 VOL J66JwE1686 -10- the validity of the annexation or of all of the terms, provisions, conditions, or actions required herein which were the subject of such challenge on appeal, the stay of the annexation shall be ended and the City shall proceed to annex the property described and shown in Exhibits 'A' and - *BNB 25. The City shall, with the assistance of Union Oil, comply with the State Environmental Policy Act, RCW Ch. 43.21C., relative to all actions the City shall take pursuant to fulfillment of the terms and conditions herein which require implementation of the provisions of that Act, including without limitation annexation, dedication, and all com- prehensive plan, zoning, and shoreline management actions. 26. The City shall, if consistent with the public health, safety, and welfare, execute an agreement with Union oil providing that if during the ten (10) year term specified by Paragraph 6 above, during which the C14 zoning for Parcels I, II, and III must remain in effect, the City amends, modifies, or adopts new ordinances, codes or regulations I affecting the zoning, subdivision, development, permitted 1 uses, construction of improvements, buildings, or appur- tenances, or any other development of any kind or character i on the Property in any manner, which would prevent Union Oil from using or developing the Property as specifically provided herein or as planned %in accordance with the final site plans and elevationi as shown in Exhibit 'E" hereto, then Union Oil may elect to proceed with respect to the development of, or construction upon the Property, under the ordinances, codes, and regulations in effect on the date of the annexa- tion, unless Union Oil agrees to any such amendment, modifi- cation, or adoption. -11- B ooln b6145 VC, 166j ncE 1687 -'J-I 71 i rl - - 27. All agreements called for in these terms and condi- tions to be executed by the City and Union Oil shall contain a term that such agreements shall be binding on the City and its City Council, notwithstanding any change in the membership of that Council, and shall be binding on Union Oil as owner Of the Property, its successors and assigns, for a term of ten [10) years from the date of the annexation and may be amended during that term or thereafter only by a written instrument executed with the same formality as the original agreement and signed by the parties thereto. 28. Any waiver by Union Oil of the City's compliance with any of the terms and conditions herein shall not be deemed a waiver of any other term or condition of annexation herein. 29. Invalidation of any of the sections or paragraphs of this Petition for Annexation by judgment or court order, shall in no way affect any other section or paragraph hereof, and the same shall remaii in full force and effect as a term of, and condition to, the annexation. However, in the event of any such judgment or court order, Union Oil shall have the option to withdraw the annexation from the City. 30. I£ any action required herein to be performed by the parties is found or held to be not consistent with the public health, safety, and welfare, or invalid for any other public policy reasons beyond the control of Union Oil, then Union Oil shall have the option to withdraw the annexation from the Cit� provided final annexation has not been com- pleted. 31. It is requested that the City Council of the City take appropriate action to entertain this petition, fixing a t - -12- 8 0030 601 45 V0: iGGi PICE 1688 date for a public hearing, causing notice to__be published and posted, specifying the time and place of such hearing, and inviting all persons interested to appear and voice approval or disapproval of such annexation; and that following such a hearing, and subsequent to approval of the Snohomish County Boundary Review Board if such is convened, the City - council determine by ordinance that such annexation shall be effective; and that the property so annexed shall become a part of the City of Edmonds, Washington sub;ect to its laws and ordinances then and thereafter enforced; provided that no annexation shall occur until the City and Union Oil enter into a Concomitant Zoning Agreement incorporating all of the applicable terms and conditions of this Petition for Annexation, and all other terms and conditions of this Petition for Annexation are fulfilled to the satisfaction of Union Oil. 32. Union oil agrees that all property owned by Union Oil within the territory hereby sought to be annexed shall be assessed and taxed at the same rate and on the same basis as property within the City of Edmonds for any now outstanding indebtedness of said City, including assessments or taxes in payment of any bonds issued or debts contracted, prior to or existing at the date of annexation, in accordance with the requirements of the City Council of said City, and as quoted herein from the Minute Entry of the records of said City Council meeting. DATED this 17th day of October , 1979. UNION OIL COMPANY OF CALIFORNIA 4 /"' 4a / - - � Presi ent Title Union Real Estate Division -13- vc 16Si ?ICE 1689 8.003060145 STATE OF CALIFOP41A ) ss. COUNTY OF LOS ANGELES ) On this 17th day of October, 1979, before me the undersigned a Notary Public in and for the State of California, duly commissioned and qualified, personally appeared Fred M. Anderson, to me known to be the President, Union Real Estate Division, UNION OIL COMPANY OF CALIFORNIA, the corporation that executed i the within and foregoing instrument, and acknowledged the same instrument to be the free and voluntary act and deed of said corporation, for t1he uses and purposes therein mentioned, and i on oath stated that they were authorized to execute said instrument. i IN WITNESS WHERZCF, I have hereunto set my hand and affixed i my official seal, the day and year first above written. 0i"10Al SEAL VALERIE A ADAIR NCTAR.y pUBLIc in and :or the !+ 40YAR, O_:y_-C.CALIFORNIA j State of California PRi%C:PAL OF;-CE IN LCS AHGEM COUti'' k. G:x�mil::an Eloon wag 1 1912 I 8 0030 60145 rya, J661ncEi690 s i �f Il 1 CORRPCTF.D LEGAL. DESCRIPTION ift T Li LEGAL DESCRIPTION FOR PROPOSED ANNEXATION ' OF THE UNION OIL PROPERTY TO THE CITY OF EDMONDS Th ptn of the N 1/2 of See 26 Trp 27 N Rge 3E, M.M., in Snohomish County, Washington, daf: seg at a concrete monument at thg int of the N In of sd Sec 26 and the Wily mgn of the Burlington 'i❑-thern r/w; th S 86 55'41" E alg the N In of sd See 26, a dist of 1�01.81 ft to the Wily aFn of the r/r of SR 104 be the exist city limits of Edmonds; th S 1 08'54" W alg sd r/r mgn and city limits a dist of 895.44 ft; th S 12 49'15" W alg sd r/v mgn and city limits a dist of 34:.9^ ft; th S alg city limits tar on the S In of the 4 1/2 o9 the N 1/2 of sd Sec 26; th N 85°Sl'46" W alg sd S In tap on the outer harbor In; th N 17 30' E aig sd Suter harbor In tar on the N In of sd See 26, sd pt he on the Edmonds City Limits; th S 42-.4'34" E alg sd city limits tap on the Wily mgn of the Burlington Northern r/w; th N 4702S'26" E alg sd Wily mgn tap on the N In of sd Sec 26, sd pt be the TPOB. 8003060145 VOL 1661 PLGE 1691 VICINITY MAP SCALE: I" - 600' PROPOSED I ANNEXATION op 41 CAN LF IFE:I CITY OF EDMONDS � I — jea as � r 0_ jL._ �. I r�l TOWN OF WOODWAY� l . p • •� I I��: L•"���1 • MMIBIT- 'C ° RIPTION :. AREA TO BE ANNEXED PORTION OF GOVERNMENT LOT 1 AND OF THE NORTHWEST QUARTER OF THE 7HE-4ST QUARTER, ALL IN SECTION 26, TOWNSHIP 27 NORTH, RANCZ 3 EAST, 114 SNOSO'MISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: INNING AT A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTH LINE V-OF-WAY; ID SECTION 26 AND THE .EASTERLY MARCIN OF THE BURLINGTON NORTHERN THENCE SOUTH Ea°5S'41' EAST 'ALONG THE NORTH LINE OF SAID ICN 26. 1501.31 FEET TO THE WESTERLY MARGIN OF SR 104 AS CONDEMNED . i7= STATE OF WASHINGTON FOR STATE ROAD 104 BY DECREE ENTERED IN HCMISH COUNTY SUPERIOR CCURT CAUSE NO. 106375; THENCE SOUTH 1°08'S4" ALONG SAID RIGHT-OF-WAY MARGIN 895.14 FEET; THENCE SOUTH 12049'15" ALONG SAID RIGHT-OF-WAY MARGIN 342.97 FEET; THENCE SOUTH 53°07':5" - ALONG SAID RICHT-CF-WAY MARCiN 297.32 FEET; -:FENCE SOUTH i°Ca'15" T 50.00 FEET TO A POINT ON THE SCUITH LINE OF THE NORTHWEST QUARTER i __ NORTHEAST QUARTER OF SAID SECTION 26; THENCE NCRTH 880SV46" ALONG THE SOUTH LINES OF GOVERNMENT LOT 1 AND OF THE- NORTHIVEST RTER OF THE NORTFEAST QUARTER OF SAID SECTION 26-, 2201 . 93 F�=T TO AN =FRSECTIGN POINT ON THE EASTERLY MARGIN OF THE BUP.LiNGTON NORTHERN - T-OF-WAY, 5.41D POINT BEING ON A 976.60 FOOT RADIUS CURVE CONCA"`!= -iiE SOUTHEAST. A RADIAL A- SAID POINT BEARING SCUTH 70012'20" EAST; NC_ NORTHEAS T EtLY ALONG SAID RIGHT-OF-WAY MARGIN AND CURVE AN DISTANCE OF 328.31 FEET TO A POINT OF TANGENCY; THENCE NOR-H :'34" EAST ALONG SAID EASTERLY RIGHT—OF—WAY MARGIN 1316.83 FEET TO POINT OF BEGINNING. _ =THER WITH T HAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND, LOT 1, IN SECTION TCVl'NSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHING- , LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY '.'.?ANY RIGHT-OF-IVAY- AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 DEEDS, PAGE 132 AND IN VOLUME 38.OF DEEEDS, PACE 412, AND LYING SOUTHERLY THE FOLLOWING DESCRIBED LINE: .. C;N?LING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF CREXT RTt;cRN RAILWAY COMPANY'S RIGHT-OF-WAY WI—H THE NORTH LINE OF SAID TION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER RN=R OF SAID SECTION; THENCE SOUTH 42°34'34" WEST, 54.17 FEET; THENCE uTH 47°73'26" EAST 15o FEET ; THENCE SOUTH 42034'34' VIEST, 765.65 FEET. ALONG 17ESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY "EST THE,II SAID 8.11cc_T, ME OR LESS, TOPOINT OF WITH THE INNER HARBOR LINE; THENCE NORTH 4 ��- 76057C �. 5131179 GIVK C 6.+ IML 166t ?lGE 1693 ' 8003060145 �� EXHIBST "D' RCEL I: THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND, LOT 1, IN SECTION TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHING- �N, LYING WESTERLY OF THE WESTERLY LINE OF THE CREAT NORTHERN RAILWAY :I.iPANY RIGHT -OF -PLAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 F DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412. AND LYING SOUTHERLY F THE FOLLOWING DESCRIBED LINE: ECINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT ORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY WITH THE NORTH LINE OF SAIO -CTION 26. SAID POINT BEING 638.03 FEE? WESTERLY OF THE NORTH QUARTER ORNER OF SAID SECTION; THENCE SOUTH 42.34'34" WEST, 54.17 FEET; THENCE rUTH 47025'26" EAST 150 FEET; THENCE SOUTH 42*34'34" WEST, 765.65 FEET, ALONG uc WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY 0 THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47°25'26" WEST i E.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR INE. :. lj79 �•• .rl l•u Y.,. .,My 8 0030 60145 76057C 5/31179 GWK VOL 166irir1E1694 ,RCEL II AT PORTION OF GOVERNMENT LOT 3, SECTION 23, AND OF GOVERNMENT LOT 1 0 THE NORTHEAST QUARTER OF SECT 1ON 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS' 'MMENCINC AT THE CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE ;RTHWES T QUARTER OF SAID NORTHEAST QUARTER OF SECTION 25; THENCE NORTH '51'46" WEST ALONG THE SOUTH LINE OF SA!D GOVERNMENT LOT 1, A DIS i ANCE OF .23 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH °51'46" WEST, 850.37 FEET TO A POINT ON THE EASTERLY MARGIN OF THE SURLINC- 'N' NORTHERN RAILWAY RIGHT-OF-WAY, SAID POINT BEING ON A 976.60 FOOT RADIUS JRVE ;,ONCAVE TO THE EAST, A RADIAL AT SAID POINT BEARING SOUTH 70°12120" 1ST; THENCE NORTHERLY ALONG SAID RIGHT-OF-WAY LINE AND CURVE, AN ARC STANCE OF 388.31 FEET TO A POINT OF TANGENCY; THENCE NORTH 42°34'34" EAST _ONG SAID RICHT-OF-WAY LINE 1316.83 FEET TO A CONCRETE MONUMENT AT THE RSECTION OF THE NORTH LINE OF SAID SECTION 26 WITH SAID EASTERLY MAR- �N OF THE BURLINGTON NORTHERN RAILWAY RIGP.-OF-'iVAY AND FROM WHENCE HE NORTHEAST CORNER OF SAID SECTION 26 BEARS SOUTH 88°SS'41" EAST; THENCE ZvTINUING NORTH 42034'34" EAST ALONG SAID RIGHT-OF-WAY, 327.47 FEET; THENCE 'UT 4703C'00" EAST, 716.15 FEET; THENCE SOUTH 42030'00" WEST 195.00 FEET; FENCE SOUTH 43000100" EAST 440.00 FEET; THENCE SOUTH 44*30'O0" EAST 400.00 FEET; HENCE SOUTH 64011145" EAST 248.35 FEET TO THE WESTERLY MARGIN OF SR 104 AS GNDE.'MNED BY THE STATE OF WASHINGTON FOR STATE ROAD 104 BY DECREE ENTERE= 4 SNOHOIMISH COUNTY SUPERIOR COURT CAUSE NO. 106375; THENCE SOUTH 1:049115" E57 ALONG SAID MARGIN 187.97 FEET; THENCE SOUTH 83°07'35" WEST ALONG SAID ARGIN 297.82 FEET; THENCE SOUTH 16O11'15" WEST 24.00 FEET TO A POINT 26.00 FEET CRTH 1*08115" EAST OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE ORTHEAST QUARTER OF SECTION 26: THENCE NORTH 88°51'46" WEST PARALLEL WITH ID SOUT1� LINE 577.31 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE IGHT HAVING A RADIUS OF 480 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 2;.84 FEET TO THE POINT OF TANGENCY'; THENCE NORTH S4°51'46" WEST 207.70 FEET 0 THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 97.30 FEET TO THE POINT F TANGENCY; THENCE NORTH 65035'OC" VIEST 37.89 FEET TO THE POINT OF CURVA- URE OF A CURVE TO THE LEFT HAVING A RADIUS OF 205 FEET; THENCE WESTERLY LONG SAID CURVE 264.77 FEES TO A AOINT OF A COMPOUND CURVE HAVING A RAD- S OF 120 FEET; THENCE SOUTHERLY ALONG SAID CURVE 129.85 FEET TO THE CINT OF TANGENCY; THENCE SOUTH 21035'00" EAST 113.72 FEET TO THE TRUE POINT F BEGINNING; uBJECT TO A 10 FOOT WIDE SLOPE EASEMENT ALONG.THE SOUTHERLY LINE ADJACEN' THE PINE STREET EXTENSION ROAD. 8 0030 601 45 CORRECTED IRCEL III; 4AT PORTION OF GOVERNMENT LOT 1, SECTION 26 AND THE NORTHEAST QUARTER F SECTION 26 IN TOWNSHIP 27 NORTH, RANGE, 3 EAST, IN SNOHOMISH COUNTY. �SHINGTON, DESCRIBED AS FOLLOWS: EGINNING AT A CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE NORTH- E57 QUARTER OF SAID NORTHEAST QUARTER OF SECTION 26- THENCE NORTH 3"51146" NEST ALONG THE SOUTH LINE OF SAID GOVERNMENT LOT 1, A DISTANCE 527.86 FEET; THENCE NORTH 21035'00" WEST 130.47 FELT TO THE POINT .OF CURVA- URE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 80 FEET; THENCE NORTHERLY LONG SAID CURVE 86.57 FEET TO A POINT OF A COMPOUND CURVE HAVING A RADIUS F 165 FEET; THENCE EASTERLY ALONG SAID CURVE 213.10 FEET TO THE POINT OF ANGENCY; THENCE SOUTH 65"35'00" EAST 37.39 FEET TO THE POINT OF CURVATURE F A CURVE TO THE RIGHT HAVING A RADIUS OF 480 FEET; THENCE SOUTHEASTERLY LONG SAID CURVE 39.81 FEET TO THE POINT OF TANCENCY; THENCE SOUTH 54051'46' A-57 207.70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING RADIUS OF 520 FES-7; THENCE SOUTHEASTERLY ALONG SAID CURVE 187.64 FEET TO PO!NT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER CF THE NORTHEAST UARTER, SAID POINT.BEiNG SOUTH BB-51'46" EAST 83.18 FEET FROM THE POINT OF ECINNING; THENCE NORTH 8805i'46" WEST ALONG SAID SOUTH LINE 83.1B FEET TO HE POINT OF BEGINNING; L'3JECT TO A 10 FOOT WIDE SLOPE EASEMENT ALONG THE NORTH AND WEST LINES ,jA �TJT7O THE PINE STREET EXTENSION ROAD. VCL 166i FiGE 16% 8 0030 6014 . PARCEL IV: -HAT PORTION OF GOVERNMENT LOT 3, SECTION 23 AND THAT PORTION OF THE 1CR T HEAST QUARTER OF SECTION 26, ALL IN TOWNSHIP 27 NORTH, RANGE 3 EAST, t.M., IN SNOHCMISH COUNTY, WASHINGTON. DESCRIBED AS FOLLOWS: oMm_NCIN : AT A CONCRETE MONUMENT A- THE INTERSECTION OF THE NORTH INE OF SAID SECTION 26. WITH THE EAST -ER'.- 61ARG:N OF THE BURL]tJG7—_N NOR- LERN RAILWAY RIGHT—OF-WAY AND FROM W1-!SNCE THE NORTHEAST CORNER OF %!D SECTION 26 BEARS SOUTH 88°55'41' EAST; THENCE NORT;-I 42°34'34" EAST LONC SAID EASTERLY MARGIN 327.47 FEET TO THE TRUE POINT OF BEGINNING; FENCE SOUTH 47°30'00" EAST 716.15 FE'= THENCE SOUTH 42030'00" WEST 95.00 FEET; THENCE SOUTH 48°o0'00" EAST 440.00 FEET; THENCE SOUTH 44°30'00" 1,EGINNING. ST 400.00 FEET; THENCE SOL:TH 64°11'45" EAST 248.85 FEET TO THE WESTERLY ARGIN OF SR 104 AS CONDEMNED BY THE STATE OF WASHINGTON FOR STATE OAD 104 BY DECREE ENTERED IN SyOHOMISH COUNTY SUPER!OR COURT CADS= 0. 106375; THENCE NORTH 12°49"5" =AST ALONG SAID WESTERZ Y MARGIN 5.00 FEET ; THENCE CONTINUING ALONG SAID WE57ERLY MARGIN NORTH 1008'54" AST 1015.o0 FEET; THENCE SOUTH 73000'00" WEST 240.00 FEET; THENCE NORTH °30'00" WEST 110.00 i EET; THENCE `FORTH 6000'00" WEST 140.00 FEET; THENCE ORTH 40°0o'Oo" WEST ,25.00 FEET; THENCE NORTH 1°00'00" WEST 200.00 FEET; _tiCE NORTH 37°00'00" WEST 260.00 FEET; THENCE SOUTH 71000'00" WEST 01.09 FEET TO A POINT ON THE SAID EASTERLY MARGIN OF THE BURLINGTON ORTHERN RAILWAY RIGHT-OF-WAY, SAID POINT BEING NORTH 42°34'34" EAST e3.90 FEET FROM THE TRUE POINT OF BEG:N:;:NG; THENCE SOUTH 42034'34" EST ALONG SAID EASTERLY MARGIN 238.90 FEET TO THE TRUE POINT OF 76057C 5,31/79 (REV.) G%V K 8 0030 60145 J VOL i66i P10E is97 OD W V �+ 46 FARM ry COUNTY PAOCat is ah,PCW MIA 11 Iwo 0. OAK I a, 611 Pot[- I, WOODWAY liplommilifl! - - - , 1 � loll. I , UNION OIL COMPANY Of CALIIOA NIA u MARINE TEWINAI_ I► EOMONDS. WASHINGTON TWtr9 fAITY °�SiOAG Gi.01STAMUT10N AND II~ACrl W or ►LTIIOL[UM ►gwucIf tr a' a / r•rnrr ' s W r 4. i ►1 �` t i11 ti it IN... r...w I ! \ ell 1shl.41. ale ,,�,• ��_ ,. o _ N1'l ` i co r iI SR-IOC— �030b01 — VOL E>MI92T D PARCEL 1: ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND, LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH. RANGE 3 EAST, W.M,. IN SNOHOMISH COUNTY, WASHING - TON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT-OF-WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PACE 412. AND LYING SOUTHERLY OF THE• FOLLOWINC DESCRIBED LINE: BECiNNINC AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 638.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420341340 WEST, 54.17 FEET; THENCE SOUTH 47025'260 EAST 150 FEET; THENCE SOUTH 42`34'34" WEST, 76S.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRITE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 470251-26" WEST 419.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE. 76057C 5131179 CWK 8 0030 b0145 ra_ 1661 Pecki'M21 CORRECTED HAT PORTION OF .-OVERNMEN7 LOT 3. SECTION 23. AND OF GOVERNMENT LOT 1 VD THE NORTHEAST QUARTER OF SECTION 26. TOWNSHIP 27 NORTH, RANGE 3 EAST, .M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: ONIMENCINC AT THE CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE C.P.THWEST QUARTER OF SAID NORTHEAST QUARTER OF SECTION 26; THENCE NORTH 3°S1'u6" WEST ALONG THE SOUTH L'.NE OF SAID GOVERNMENT LOT 1, A DISTANCE OF 71.23 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING NORTH 8651'46" WEST, 850.37 FEET TO A POINT ON THE EASTERLY MARGIN OF THE BURLING- ON NORTHERN RAILWAY RICHT-OF-WAY, SAID POINT BEING ON A 976.60 FOOT RADIUS URVE CONCAVE TO THE EAST, A RADIAL AT SAID POINT BEARING SOUTH 70012'20" AST ; THENCE NORTHERLY ALONG SAID RIGHT-OF-WAY LINE AND CURVE, AN ARC �STANCE OF 388.31 FEET TO A POINT OF TANGENCY; THENCE NORTH 42°34'34" EAST ,LONG SAID RIGHT-OF—WAY LINE 1316.83 FEET TO A CONCRETE MONUMENT AT THE NTERSECTION OF THE NORTH LINE OF SAID SECTION 25 WITH SAID EASTERLY MAR- ;;N OF THE BURLINGTON NORTHERN RAILWAY RIGHT-OF-WAY AND FROM WHENCE SHE NOR': HEAST CORNER OF SAID SECTION 26 BEARS SOUTH 38055,41" EAST; THENCE ;ONTINUING NORTH 42034'34" EAST ALONG SAID RIGHT-OF-WAY, - 195 FE_T; THENCE OUTH 47°30'00" EAST, 716.15 FEET; THENCE SOUTH 42030100" WEST 195.00 FEAT: HENCE SOUTH 48000'00" EAST 440.00 FEET; THENCE SOUTH 44°3G'00" EAST 400.00 FEET: HENCE SOUTH 64011'45" EAST 248.85 FEET TO THE WESTERLY MARGIN OF SR 104 AS ONOEMNED BY THE STAT=.OF WASHINGTON FOR STATE ROAD 104 BY DECREE ENTERED N SNOHOMISH COUNTY SUPERIOR COURT CAUSE NO. 106375; THENCE SOUTH 12049'15" ES-. ALONG SAID MARGIN 187.97 FEET; THENCE SOUTH 83007'35" NE=T ALONG SAID ARCIN 297.82 FEET; THENCE SOUTH 1008-15" WEST 24. 00 FEET TO A POINT 26.00 FEAT ORTH 1°06'15" EAST OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE OR T HE.AST QUARTER OF SECTION 26; THENCE NORTH 88051'46" WEST PARALLEL WITH AID SOUTH LINE 577.31 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE IGHT HAVING A RADIUS OF 480 FEET. ; THENCE NOR T HWE�TERLY ALONG SAID CURVE 84.8u FEET TO THE POINT OF TANGENCY; THENCE NORTH 54051'46" WEST 20i.70 FEET 0 THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 97.30 FEET TO THE POINT F TANGENCY; THENCE NORTH 65°35'00" 'TEST 37.89 FEET TO THE POINT OF CURVA- URE OF A CURVE TO TH-- L=_F- HAVING A RADIUS OF 20S FEE,-; THENCE WESTERLY .A LONG SAID CURVE 26u.77 FEET TO A POINT OF A COMPOUND CURVE 14AVING A RAD- US OF 120 FEET ; THENCE SOUTHERLY ALONG SAID CURVE 129.85 FEET TO THE DINT OF TANGENCY; THENCE SOUTH 21°35'00" EAST 113.72 FEET TO THE TRUE POINT F BEGINNING; SUBJECT TO A 10 FOOT WIDE SLOPE EASEI,IEN7 ALONG. THE SOUTHERLY LINE ADJAC=PIT To THE i�INE STREET EXTENSION ROAD. 6 0030 6a1 ��_ J66iPAULVuJ) -16 . . ARCEL [[I: 'HAT PORTION OF GOVERNMENT LOT 1. SECTION 26 AND THE NORTHEAST QUARTER F SECTION 26 IN TOWNSHIP 27 NORTH, RANCE 3 EAST, W.M., IN SNOHOMISH COUNTY, 'ASHINGTON, DESCRIBED AS FOLLOWS: ECINNING AT A CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE NORTH - 'EST QUARTER OF SAID NORTHEAST QUARTER OF SECTION 26; THENCE NORTH E°SP46" WEST ALONG THE SOUTH LINE OF SAID GOVERNMENT LOT 1, A DISTANCE F 527.86 FEET; THENCE NORTH 21•33'00" WEST 130.47 FEET TO THE POINT OF CURVA- URE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 80 FEET; THENCE NORTHERLY LONG SAID CURVE 86.S7 FEET TO A POINT OF A COMPOUND CURVE HAVING A RADIUS F 165 FEET; THENCE EASTERLY ALONG SAID CURVE 213.10 FEET TO THE POINT OF ANGENCY; THENCE SOUTH 65°35'00" EAST 37.89 FEET TO THE POINT OF CURVATURE F A CURVE TO THE RIGHT HAVING A RADIUS OF 480 FEET; THENCE SOUTHEASTERLY LONG SAID CURVE 89.81 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 54°51'46" AST 207.70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING RADIUS OF 520 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 187.64 FEET TO POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST UARTER, SAID POINT BEING SOUTH 88051'46" EAST 83.18 FEET FROM THE POINT OF EGINNING; THENCE NORTH 88°S1'46" WEST ALONG,, SAID SOUTH LINE 33.18 FEET TO HE POINT OF BEGINNING; UBJECT TO A 10 FOOT WIDE SLOPE EASEMENT ALONG THE NORTH AND WEST LINES JR ENT —TO THE PINE STREET EXTENSION ROAD. 8003060145 ow rij vc? 1661 PILE 760S7C THAT PORTION OF GOVERNMENT LOT 3. SECTION 23 AND THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 26, ALL IN TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTH LINE OF SAID SECTION 26. WITH THE EASTERLY MARGIN OF THE BURLINGTON NOR- THERN RAILWAY RIGHT-OF-WAY AND FROM WHENCE THE NORTHEAST CORNER OF SAID SECTION 26 BEARS SOUTH 88-55'41- EAST; THENCE NORTH 42034'34" EAST ALONG SAID EASTERLY MARGIN 327.47 FEET TO THE TRUE POINT OF BEGINNING; -HENCE SOUTH 47"30'00' EAST 716.IS FEET; THENCE SOUTH 42.30'00" WEST 195.00 FEET; THENCE SOUTH 48-00'00" EAST 440.00 FEET; THENCE SOUTH 44030100" EAST 400.00 FEET; THENCE SOUTH 64011'45' EAST 248.85 FEET TO THE WESTERLY MARGIN OF SR 104 AS CONDEMNED BY THE STATE OF WASHINGTON FOR STATE ROAD 104 BY DECREE ENTERED IN SNOHOMISH COUNTY SUPERIOR COURT'CAUSE NO. 106375; THENCE NORTH 12049'15" EAST ALONG SAID WESTERLY MARGIN 153.00 FEET; THENCE CONTINUING ALONG SAID WESTERLY MARGIN NORTH 1008,54" EAST 1015.00 FEET; THENCE SOUTH 73000100" WEST 240.00 FEET; THENCE NORTH 88030'00" WEST 110.00 FEET; THENCE NORTH 66-00'00" WEST 140.00 FEET; THENCE NORTH 40600'00" WEST 125.00 FEET; THENCE NORTH 1000,00" WEST 200.00 FEET; -HENCE NORTH 37000'00" WEST 260.00 FEET; THENCE SOUTH 71-00100" WEST 401.39 FEET TO A POINT ON. THE SAID EASTERLY MARGIN OF THE BURLINCTON NORTHERN RAILWAY RIGHT-OF-WAY, SAID POINT BEING NORTH 42-34'34" EAST 238.90 FEET FROM THE TRUE POINT OF BECINNINC; THENCE SOUTH 42034034" WEST ALONG SAID EASTERLY MARGIN 288.90 FEET TO THE TRUE POINT OF BEGINNING. 76057C 5131179 (REV.) G19K YC: isbi PACE M5 r I. 0 M.kR -s kj Kt 52 iFfIJ i y AMMOT.- Co o I I MY I-DMONDS. FIANCEE, IV SAOtlqMlSJl COUNTY PARCEL 11 ..'1.:7.1. r k" M, OR 00 n. I WOODWAY 4�111!1 I f .' CAI + � CITY OF EDMONDS �' Ed�rbrns, wasrw,�o� RECORD OF SHORT SUBDIVISION i This is to certify that the properties as shown on the attached map (Exhibit "A") and i"- described -as follows: W-4 See Exhibit "E" have been divided under the provisions of the Edmonds Subdivision Ordinance (Sec.12.10) File No. S-2-80 subject to the following conditions and requirements: w"4 1. Exhibit "C" Hold Harmless Agreement - O 2. Dedication of Pine Street extension required.with slope easements, W-4 prior to recording. CO 3. All wiring to be underground in accordance with Ordinance #1387. 4. Excavation and grading in conformance with the requirements of Chapter 70 of the Uniform Building Code. 5. Flat to he recorded must be on 8�" R 14" paper. ALL REQUIRF----NTS MUST BE MET AND ALL IMPROVD ENTS MUST BE INSTALLED PRIOR TO ISSUANCE OF BUILDING PERMITS. I/we certify that I/we are the legal owner(s) of the property described above. I/we warrant that all representations are true and correct and understand that in the event of any misrepresentation or failure to comply with the conditions and regulations set forth herein, the City of Edmonds shall have the right to declare the subdivision void and record a statement to that effect in the Grantor -Grantee's Index in the office of the Snohomish County Auditor. AL-THORf?FD FOR SIGNID: 7[1fth ^ ifl - _OF Cr1LIF0RNIA CIT'? ��` 'L'SRicar3 wa ngs Paba � tij. � ,►^. DATED this 'l //Ll day of OC44kt— 19 So STATE OF WAMUNGIZON as: COIIfiIY OF 9fIDa6ld7� /� �Lfw7U R.L:'sc on this day personally appeared before me and to me known to 1(le the individual} described in and who executed the within and foregoing instrument, and acknowledged that A 9 signed the sae ss� free and voluntary act and deed, for the uses and purposes therein sentioned. Givenb1t6deTr •ry hand and official seal this1ZL4ay of i ems~ �' '�� ►". Notary PY lic iryand f9.f the State of Washingtoi u• ; �� '_ residing at ' VOL 1696 ?acE2299 610116017 FILE N0. 5-2-80 EXHIBIT "C" Owners, and all persons having any present or subsequent ownership interest in these lands, and the successors and assigns of owners or other parties having any said interest, hereby agree that the City of Edmonds shall be held harmless in all respects from any and all claims for damages for in- junctive relief which may be occasioned now or in the future to adjacent land or improvements by reason of the construction, operation and maintenance of the drainage system and hereby waive and release the City of Edmonds from any and all claims for damages, excluding damage caused solely by an act or omission of said City and injunctive relief which the owners, or their successors or assigns, may themselves have now or in the future by reason of the construction, maintenance and operation of said drainage system. AUTHORIZED FOR CI7Y ' •:ONI7S By . 6101160175, VOL 1696 PAGc2299 a - ` CITY CLERK Civic Center LEGAL DESCRIPTION OF ENTIRE PARCEL TO BE SHORT SUBDIVIDED Famonas,wa:ningto" THAT PORTION OF GOVERNMENT LOT 3, SECTION 23 AND THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, ALL IN TOWN- SHIP 27 NORTH, RANGE 3 EAST, W.M., 1N SNOHOMISH COUNTY, WASHINCTON, DESCRIBED AS FOLLOWS: COMMENCING AT A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTH LINE OF SAID SECTION 26, WITH -THE EASTERLY MARGIN OF THE BURLINGTON f NORTHERN RAILWAY RIGHT-OF-WAY AND FROM WHENCE THE NORTHEAST CORNER OF SAID SECTION 26 BEARS SOUTH 88-S5'41" EAST; THENCE NORTH 42034'34" EAST 1 ALONG SAID EASTERLY MARGIN 616.37 FEET TO THE TRUE POINT -Or SEGiNNINr-, THENCE NORTH 71°00'00" EAST 401.09 FEET; THENCE SOUTH 37900'00" EAST 260.00 FEET; THENCE SOUTH 1000'00" EAST I00.00 FEET; THENCE SOUTH 40°00'00" EAST 125.00 FEET; THENCE SOUTH 66000'00" EAST 140.00 FEET; THENCE SOUTH 88`30'00" EAST 110.00 FEET; THENCE NORTH 73°00'00" EAST 240.00 FEET TO THE WESTERLY RIGHT-OF-WAY MARGIN OF SR 104 AS PER DECREE ENTERED IN SNOHOMISH COUNTY SUPERIOR COURT CAUSE NO. 106375, CONDEMNED BY STATE OF WASHINGTON FOR STATE ROAD 104; THENCE SOUTH 1008'54" WEST ALONG SAID RIGHT-OF-WAY MARGIN 1015.00 FEET; THENCE SOUTH 12'49'15" WEST ALONG SAID RIGHT-OF-WAY MARGIN 342.97 FEET; THENCE SOUTH 83°07'35" WEST ALONG SAID RIGHT-OF-WAY MARGIN 297.82 FEET; THENCE SOUTH 1008'15" WEST 50.00 FEET TO A POINT ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE NORTH 88051'46" WEST ALONG THE SOUTH LINES OF GOVERNMENT LOT 1 AND OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26, 2201.93 FEET TO AN INTERSECTION POINT ON THE EASTERLY MARGIN OF THE BURLINGTON NORTHERN RIGHT-OF-WAY, SAID POINT BEING ON A 976.60 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST, A RADIAL AT SAID POINT BEARING SOUTH 70012'20" EAST; THENCE NORTHEASTERLY ALONG SAID RIGHT-OF-WAY MARGIN AND CURVE AN ARC DISTANCE OF 388.31 FEET TO A POINT OF TANGENCY; THENCE NORTH 42034'34" EAST ALONG SAID EASTERLY RIGHT-OF-WAY MARGIN 1933.20 FEET TO THE TRUE POINT OF BECINNINC TOGETHER WITH ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND, LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT-OF-WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PACE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RICHT-OF-WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 42034'34" WEST 54.17 FEET; THENCE SOUTH 47°25'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47°25'26" WEST M18.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE, AND THE END OF SAID ^ RIBED LINE. AUTHORIZED FOR VR� 41 �y�yF CITY Y-0D$ �q, CERTI ICATE 0. 16414 NOV. 21, 1979 81011 b 0175 VOL 16s6?.lGE2300 �'•' ... l CITY CLERK (;. Civic Ce^tr. Edmo"ls. LEGAL DESCRIPTION OF PINE STREET EXTENSION ROAD THAT PORTION OF GOVERNMENT LOT 1, SECTION 26 AND THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26 IN TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT A CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE NORTH- WEST QUARTER OF THE NORTHEAST QUARTER OF SAID -SECTION 26; THENCE NORTH 88051146" WEST ALONG THE SOUTH LIKE OF SAID GOVERNMENT LOT 1, A DISTANCE OF 527. $6 FEET TO THE -TRUE POINT OF BEGINNING; THENCE NORTH 21035'00" WEST 130,47 FEET TO A POINT Of CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 80.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 86.57 FEET TO A POIN- OF A COMPOUND CURVE HAVING A RADIUS OF 165.00 FEET; THENCE EASTERLY ALONG SAID CURVE 213.10 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 65035'00" EAST 37.39 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 480.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 89.81 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 54051'46" EAST 207.70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 197.64 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID POINT BEING SOUTH 88051'46" EAST 611.0a FEET FROM THE POINT OF BEGINNING; THENCE SOUTH 458051'46" EAST ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF 657.16 FEET TO THE WESTERLY MARGIN OF SR 104 AS CONDEMNED BY THE STATE OF WASHINGTON FOR STATE ROAD 104 BY DECREE ENTERED IN SNOHOMISH COUNTY SUPERIOR COURT CAUSE NO. 106375: THENCE NORTH 1008'15" EAST 26.00 FEET; THENCE NORTH 88051'46" WEST PARALLEL WITH SAID SOUTH LINE 577.31 ;:EST TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 480,00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 284.84 FEET TO THE POINT OF TANGENCY; THENCE NORTH 54051'46" WEST 207,70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEST; THENCE NORTHWESTERLY ALONG SAID CURVE 97.30 FEET TO THE POINT OF TANGENCY; THENCE NORTH 65035'00" WEST 37.69 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 205.00 FEET; THENCE WESTERLY ALONG SAID CURVE 264.77 FEET TO A POINT OF A COMPOUND CURVE HAVING A RADIUS OF 120.00 FEET. THENCE SOUTHERLY ALONG SAID CURVE 129.85 FEE" TO THE POINT OF TANGENCY; THENCE SOUTH 21035'00" EAST 113.72 FEET TO THE SOUT?i LINE OF SAID GOVERNMENT LOT 1; THENCE SOUTH 88051'46" EAST ALONG SAID SOUTH LINE ;3.37 FEET TO THE TRUE POINT OF SEG1NNINC; TOGETHER WITH A 10 FOOT WIDE SLOPE EASEMENT ON BOTH SIDES OF THE ABOVE DESCRIBED ROAD RIGHT-OF-WAY. ALL OF SAID EASEMENTS LYING NORTH OF THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26. AUTHOP,IZED FOR CI; :3\'DS �y �r'r• 9 810116017. RRTIFIC . E�ol6914 �21 ,9 VOL 16�'6 PAGE2W i G a _v F CITY CLERK true corder Edmonds. Wash.n— LEGAL DESCRIPTION OF PARCEL I: ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND, LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EASY, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT-OF-WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: s_ BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT 8E ING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORDER OF SAID SECTION; THENCE SOUTH 42.34'34' WEST, S4.17 FEET; THENCE SOUTH 47°25'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. AUTHORIZED FOR "i CITE' ' :0NDS By Page Of 8101160175 Cc TIF CATc NO. 16914 NOV. 21. 1973 VOL 16°6 ?AGE2302 F CITY CLERK Chic Center LEGAL DESCRIPTION OF PARCEL II: Edmonds.wasmngton THAT PORTION OF GOVERNMENT LOT 3, SECTION 23. AND OF GOVERNMENT LOT 1 AND THE NORTHWEST QUAR-=_R OF THE NORTHEAST QUARTER OF SECTION 26, TOWN- SHIP 27 NORTH, RANGE 3 EAST, W.M-, IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26, THENCE. NORTH 88051'46" WEST ALONG THE SOUTH LINE OF SAID COVERNMENT- LOT 1, A DISTANCE OF 571.23 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 88051'46" WEST, 850.37 FEET TO A POINT ON THE EASTERLY MARGIN OF THE BURLINGTON NORTHERN RAILWAY RIGHT-OF-WAY, SAID POINT BEING ON A 976.60 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST, A RADIAL AT SAID POINT BEARING SOUTH 70012'20" EAST; THENCE NORTHERLY ALONG SAID RIGHT-OF-WAY LINE AND CURVE, AN ARC DISTANCE OF 383.31 FEET TO A POINT OF TANGENCY; THENCE NORTH 42034'34" EAST ALONG SAID RIGHT-OF-WAY LINE 1316.83 FEET TO A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTH LINE OF SAID SECTION 26 WITH SAID EASTERLY MARGIN OF THE BURLINGTON NORTHERN RAILWAY RIGHT-- OF-WAY AND FROM WHENCE THE NORTHEAST CORNER OF SAID SECTION 26 BEARS SOUTH 88055'41" EAST; THENCE CONTINUING NORTH 42034'34" EAST ALONG SAID RIGHT-OF-WAY, 327.47 FEET; THENCE SOUTH 47°30'00" EAST, 716.15 FEET; THENCE SOUTH 42030'00" WEST 195.00 FEET; THENCE SOUTH 48°00'00" EAST 440.00 FEET; THENCE SOUTH 44030'00" EAST 400.00 FEET; THENCE SOUTH 64011'45" EAST 24B.35 FEET TO THE WESTERLY MARGIN OF SR 104 AS CONDEMNED BY THE STATE OF nASHINGTON FOR STATc ROAD 104 BY DECREE ENTERED IN SNOHOMISH COUNTY SUPERIOR COURT CAUSE NO. 106375; THENCE SOUTH 12°49'15" WEST ALONG SAID MARGIN 187.97 FEET; THENCE SOUTH 83e07'35" WEST ALONG SAID MARGIN 297.82 FEET; THENCE SOUTH 1°08'15" WEST 24.00 FEET TO A POINT 26.00 FEET NORTH 1008'15" EAST OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26; THENCE NORTH 880511,6" WEST PARALLEL WITH SAID SOUTH LINE 577.31 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 480.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 284.84 FEET TO THE POINT OF TANGENCY; THENCE NORTH 54051'46" WEST 207.70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 97.30 FEET TO THE POINT OF TANGENCY; THENCE NORTH 65"35'00" WEST 37.89 FEET TO THE POINT OF CURVATURE OF A CURVE TU THE LEFT HAVING A RADIUS OF 205.00 FEET; THENCE WESTERLY ALONG SAID CURVE, A DISTANCE OF 264.77 FEET TO A POINT OF A COMPOUND CURVE HAVING A RADIUS OF 120.00 FEET; T'HE4L7- SOUTHERLY ALONG SAID CURVE 129.85 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 21035'00" EAST 113.72 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO A 10 FOOT WIDE SLOPE EASEMENT ALONG THE SOUTHERLY LINE ADJACENT G ThE PINE STREET EXTENSION ROAD. `.'------ 7__D a LIM 6101160175 Elly Page Of l CERTIFlCA T E N0. 15534 NOV. 21, 1979 vc_ 16°6 ncE2303 CITY CLERK LEGAL DESCRIPTION OF PAR, -EL III Civic Center Edmonds, Wasmnron THAT PORTION OF GOVERNMENT LOT 1, SECTION 26 AND THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26 IN TOWNSHIP 27 NORTH, RANCE 3 EAST, W,M„ IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS; BEGINNING AT A CONCRETE MONUMENT AT THE SOUTHWEST CORNER OF THE NORTH- WEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE NORTH 88°51'46" WEST ALONG THE SOUTH, LINE OF SAID GOVERNMENT LOT 1, A DISTANCE OF S27.Sb FEET; THENCE NORTH 21035'00" WEST 130.47 FEET TO THE POINT OF CURVA- TURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 90.00 FEET; THENCE NORTHERLY ALONG SAID CURVE 86.57 FEET TO A POINT OF A COMPOUND CURVE HAVING A RADIUS OF 165.00 FEET; THENCE EASTERLY ALONG SAID CURVE 213.10 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 65035'00" EAST 37.89 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 480.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 89.81 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 54*51,46" EAST 207.70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 187.64 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SAID POINT BEING SOUTH 88051'46" EAST 83.18 FEET FROM THE, POINT OF BEGINNING; THENCE NORTH 88°51'46" WEST ALONG SAID SOUTH LINE 83.18 FEET TO THE POINT OF BEGINNING: SUBJECT TO A 10.00 FOOT WIDE SLOPE EASEMENT ALONG THE NORTHERLY AND WESTERLY LINES ADJACENT TO THE PINE STREET EXTENSION ROAD. A UTHORIZED Fo;z C'-, :ONDS 9•. F`.._ C. 8101160175 VOL16%pjgQ4 -� d1h A. o" •J CITY CLERK _ - civic -Zemef EGrnonas. NasningTon LEGAL p£SCRtPTlON OF PARCEL IV THAT PORTION OF GOVERNMENT LOT 3, SECTION 23 AND THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, ALL IN TOWN- SHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINCTCN, DESCRIBED At FOLLOWS: COMMENCING AT A CONCRETE MONUMENT AT THE INTERSECTION OF THE NORTH LINE OF SAID SECTION I6, WITH THE EASTERLY MARGIN OF THE BURLING70N NORTHERN RAILWAY RIGHT-OF-WAY AND FROM WHENCE THE NORTHEAST CORNER SAID SECTION 26 BEARS SOUTH 88055'41' EAST; THENCE NORTH 42*34'34" EAST ALONG SAID EASTERLY MARGIN 227,47 FEET TO THE TRUE POINT OF BEGINNING: THENCE SOUTH 47.30'00" EAST 716.15 FEET; THENCE SOUTH 42'30'00" WEST 195.00 FEET; THENCE SOUTH 48"00'00" EAST 440.00 FEET; THENCE SOUTH 44°30'00" EAST 400.00 FEET; THENCE SOUTH 64°11'45" EAST 248.85 FEET TO THE WESTERLY MARGIN OF SR 104 AS CONDEMNED BY THE STATE OF WASHINGTON FOR STATE ROAD 104 BY DECREE ENTERED IN SNOHOMISH COUNTY SUPERIOR COURT CAUSE NO. 106375; THENCE NORTH 1204715" EAST ALONG SAID WESTERLY MARGIN 155.00 FEET; THENCE CONTINUING ALONG SAID WESTERLY MARGIN NORTH 1008'54' EAST ]015.00 FEET; THENCE SOUTH 73100'00" WEST 240.00 FEET; THENCE NORTH SrX'00" WEST 110.09 FEET; THENCE NORTH 66°00'00" WEST 140.00 FEET; THENCE NORTH 40°00190' WEST 125.00 FEET; THENCE NORTH 1°00'00" WEST 200.00 FEET; THENCE NORTH 37000'90" WEST 260.00 FEET; THENCE SOUTH 71°00'00" WEST 401.0g FEET TO A POINT ON THE SAID EASTERLY MARGIN OF THE BURLINGTON NORTHERN RAILWAY RIGHT-OF-WAY, SAID POINT BEING NORTH 42034'34" EAST 288.90 FEET FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 42°34'34" WEST ALONG SAID EASTERLY MARGIN 286.90 FEET TO THE TRUE POINT OF BEGINNING. • 4 �7 q_ NDS v�C a� 8101160175 CITY OF EDMONDs P. W. DEPT. ENGINEERING DIV. EMPAINEO BY gATC SQ r REMARM ire a�C c% +�• VOL 16°6 ?AGE23O J ;a00 Ra 0 V�i 4 vat_ 1696 pw RECORDED , 14G JAN 16 FIN Il 58 °? wavuet ua. � Iv WHALlN AuDlian irl( 15l1 CIiu Y. NASII. T h {r' ' CITY UMUNUS P' 14N 1 pI.CIL I'l fa ~- SNOFI MfSN COUNTYPANCEL it s i .aK[L i � I �_ ' �r GUVF�NMFN1' 1.�:�11 'i �",•' }, r j 1 i 1 ■� ore C '- .�T 7. IL Imo. t 1 ■.9r� l ' • Tenn - � ,• wn•[L frl ti a •'� ����,,,, yy�aa7 p'HE SF------ J�� `�;�� � Y Heeai:ew� rrolu� �� ...... c•si.r.:.r•- I _.,. w UUU WA Y r I �•r RMY CLERK RECORDED CivicCenter Ilk wtm in JAN 16 RI I' 58 NO SALES TAX QUIT CIAL t DEED REQUIRED - o� " R, UNION OIL CC M.XNv- OF CALIFORNIA, a J" 16 1981 California corporation, for and in consideration of m.tb�T C benefits conveys and quit claims to the City of Edmonds, a ~ Washington municipal corporation, the following described real estate, situated in the County of Snohomish, State of Washington including any interest therein which Grantor may hereafter acquire: That portion of Gove^-iment Lot 1, Section 26 and the Northwest Quarter of the Northeast Quarter of Section 26 in Township 27 North, Range 3 East, W.M., in Snohomish County, Washington, described as follows: Commencing at a concrete monument at the southwest corner of the northwest quarter of the northeast quarter of said section 26; thence north 88'51'46" west along the south line of said government lot 1, a distance of 527.86 feet to the true point of beginning; thence north 21e35'00" west 130.47 feet to a point of curvature of a curve to the right having a radius of 80.00 feet; thence northerly along said curve 86.57 feet to a point of a compound curve having a radius of 165.00 feet; thence easterly along said curve 213.10 feet to the point of tangency; thence south 65e35'00" east 37.89 feet to the point of curvature of a curve to the right having a radius of 480.00 feet; thence southeasterly along said curve 89.81 feet to the point of tangency; thence south 54°51'46" east 207.70 feet to the point of curvature of a curve to the left having a radius of 520.00 feet; thence southeasterly along said curve 187.64 feet to a point on the south line of said northwest quarter of the northeast quarter, said point being south 88"51'46" east 611.04 feet from the point of beginning; thence south 88e51'46" east along the south line of said northwest quarter of the northeast quarter a distance of 697.16 feet to the westerly margin of SR 104 as condemned by the State of Washington for state road 104 by decree entered in Snohomish County Superior Court Cause No. 106375; thence north 1"08'15" east 26.00 feet; thence north 88°51'46" west parallel with said south line 577.31 feet to the point of curvature of a curve to the right having a radius of 480.00 feet; thence northwesterly along said curve 284.84 feet to the point of tangency; thence north 54"51'46" west 207.70 feet to the point of curvature of a curve to the left having a radius of 520.00 feet; thence northwesterly along said curve 97.30 8101160176 -1- vc�- 1696 P cE2307 D �., CITY CLERK CInC Center EdmoRLs. wa:h.nvto" feet to the point of tangency-, thence north 65e35'00-" West 37.89 feet to the point of curvature of a curve to the left having a radius of 205.00 feet; thence westerly along said curve 264-77 feet to a point of a compound cu--ve having a radius of 120.00 feet; thence southerly along said curve 129.85 feet to the point of tangency; thence south 21'3S,00" east 113.72 feet to the south line of said government lot 1; thence south 88951'46" east along said south line 43,37 feet to the true point of beginning; Together with a 10 foot wide slope easement on both sides of the above described road right- of-way. All of said easements lying north of the south line of the northwest quarter of the nort-.,'least quarter of said Section 26. IN wITNESs WHEREOF, said corporation has caused this instrument to be executed by its proper officers and its corporate seal to be hereunto affixed this 4th day of March 1980. i UNION OIL COMPANY OF CALIFIREIIIJ lCy�3iNTSr By tt STATE OF CALIFORNIA) ) ss. 1'17 ..... . COUNTY OFIAS ANGELES) IF On this day perscnally appeared before me Fred M. Anderson to me known to be the Union Real Estate Division President of Union Oil Company of California, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that be was authorized to execute the said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN =to my hand and official dal this dth day of March 1980. 0,21 ^rt 6 [EO¢ICIAL SEAL i NOTARY PUBLIC zn and for the State of PHOTARY LERIE A. ADAIR California, residing at Las Angeles PUBLIC-CALIFORNIA INCIPAL OFFICE IN ANGELES COUNTY w res May 4. 1982 VOL 16r16 nu2XIB 6101160176 _2_ L �P f. ter, �j 7248.8 QUIT' CLAIM DEED, EASEMENTS AND AGREE? -LENT Elmo"w.-, C-J :,�_: co THIS QUIT CLAIM DEED, EASEMENTS AND AGREEMENT dated (:i�) mthis 17th day of Novemcer 1981,-between UNION 011 COMPANY M OF CALIFORNIA, a corporation qualified to do business in the State Nof Washington, (hereinafter referred to as 'Union Oil'), and the 9- CITY OF EDMONDS, a municipal corporation organized and existing co under the laws of the State of Washington, (hereinafter referred to as "the City'). W I T N E S S E T H: WHEREAS, Union Oil is the owner of certain real property legally described in Exhibit 'A" which is attached hereto and incormorated herein by this reference, which property cor..pror.,ises 81 acres more or less, (hereinafter referred to as "the Property"); and, 47H=R', the Preperty is located within the Ci~_ and has been subdivided into Parcels I, II, III and IV as described in Exhibit "A.", and, WHEREAS, Union Oil presently uses Parcels I, II and III for petroleum products stc:-ge and distribution and for other uses incidental thereto; and, WHEREAS, Union Oil has agreed to deed by gift all of Parcel IV to the City of Edmonds to be used for certain public purposes; and, WHEREAS, the City has agreed to accept the gift of Parcel IV which is commonly known as the Union oil marsh; and, WHEREAS, the parties have agreed to certain additional terms and conditions relating to the maintenance, operation and use of the marsh; now, therefore, IN CONS�DERA':ION of the mutual covenants and promises herein contained and other valuable consideration, receipt of which is hereby acknowledged, the City and Union Oil do hereby agree as follows: I. Union Oil, as a gift, hereby conveys, releases and quit claims to the City for the specific public purposes set NO SALES TAXr forth hereinafter, all of the following described property: REQUIRED Il DEC 24 1981 ,81122-3U18 VC_1733�iC'9 Lw!:Y.;, �c�rra C1 Y -- C—C �e-•sr That portion of Gove= =went Lot 3, Sectic- =3 and that portion of the Northeast Quarte_ of Section 26, all in Taw nship 27 North, Ran=e 3 East, W.M., in Snohomish County, Washington, described as follows:. Co=encing at a concrete monument at the intersection of the North line --of said Section 26, with the Easterly margin of the Burlington Northern Railway right-of-way and from whence the Northeast corner of said Section 26 bears South 88055141" East; thence North 42034'34" East along said Easterly margin 327.47 feet to the true ?pint of beginning; thence Sou• 47030'00' East 713.15 feet: thence South-4- 30,00" West 195.3C feet: thence South 48-0':'00" cast 440.00 feet; thence South 44030'00" East 400.00 feet; thence South 64011145" East 243.85' feet to the westerly margin of SR 104 as condemned by the State of wash:.ngton for state road 104 by decree entered in Snohomish County Sunerior Court cause No. 106375; thence North 12049'15" East alonc sa_; westerly marlin 155.00 feet. thence cont�_nuinc aionc said westerly mar=_n Npr n t008,54' last 1CIS.00 feet; thence So-t!: 73000'70' west 240.00 .ee_; thence Norte. 00' West 1:".3o `feet; thence North West 14C.00yfeet; thence North 4000C'00" '4est 125.00 fee-. thence North 1000,00" West 20C.00 feet; thenza Ncrth 37000'00" West 260.00 feet; thence Sou n 71000100" West 401.09 feet to a point on the said easterly margin of the B•-rlirc- ton Northern Raiiwa;' right-of-way, said co:^- beine North 42034'34 -cast 288.90 feet fro- the true point of becinninc; thence Sout` 42034134" West along said easterly mar 288.90 feet to the true point of beginn'_n=. Situate in the City of Elmonds, County of Snohomish, State of Washington. Also known as Parcel I:' in Short Plat 5-2-80. (hereinafter referred to as 'Parcel IV"). Parcel IV shall be used by the City only as a public park and recreational facility with the primary public purpose as a wildlife preserve and open space. In the event the City ceases using the Property for such primary purpose, the property (Parcel IV) shall revert automatically to the Grantor, its successors or assigns, without notice being required. Union Oil reserves unto itself, its successors and assigns a permanent access, construction, and maintenance easement and right-of-way twenty (20) feet in width along the entire southwesterly, northwesterly and southwesterly portion of Parcel IV for the benefit of Parcels I, II, and III, for construction, maintenance and access to an earth berm and drainage charnel which Union Oil may construct along the entire southwesterly, northwesterly and southwesterly lines of Parcel IV or portions thereof adjacent to 8112230188 -2- VC_ 17,33 Fla 1020 • c7f CL_=.n Parcel ZZ and adjacent to the Burlington Northern railroad right-of-way for the purpose of controlling runoff fr=.:. the Union oil facility located on Parcels Z-, IZ and III of the Property, and for such other purposes determined by Union oil, the description of said permanent access, construction and maintenance easement being: RESERVEo EASr!,L ONE 20, Wide Beg in^.a at the most westerly corner of said Parcel I:' in the southeasterly line of the thence Burlington Northern Railwa_• right-of-way; =ly, northwesterly and along the southweste so6thwester'_1.: lines of said Parcel IV South 47 30100' East 716.15 feet, South 42030100' West 195.00 !eet. South 48000'00' East 440.-`�r feet, South 44030'00' East 400.00 feet and South 64011145" East 248.85 feet to the sout`- east corner of said Parcel; thence along the easter__ line of said Parcel North 12049' 1`_" East 2^ 53 feet: thence leaving sai� line Parcel North 63011'45'" west 240 =e77 iin; said North 44030.0." West ;0.7 set, thence Yor.. 0'" nce tor- 48000'C3 west 39-.1; set: -he •• 420.44 feet; thence Nor__`. 42c3i10C" East 194.23 feet, thence North 47030'OC" west 726.12 feet to said sout:easteriy right-Of-::av line; thence along said i_ne south 42034134" West 2C.00 feet to t'se gal of beginning. Also reserving unto Union oil, its successors and assigns, an easement for ingress, egress and utilities over, under, and across Parcel IV, 15 feet in width along the entire northwesterly l 1%, adjacent to the railroad right-of-way; portion of Parce the description of said easement being: _ RESERVE) EAS:Y='i^. -WO 15' Wide Beginning at the most westeriv corner of said Parcel IV in the southeasterly line of saithence Bur'-ington Northern Railway right-of-way; along said line North 42034'34' East 288.9= feet to the most northwesterl corner of said Parcel IV; thence along the northerly line of said Parcel North 710 0100' East 31.51 feet; thence leaving said line entering said Parcel SOL•th 42034'34" West 316.59 feet to the southwesterly line of said Parcel; thence alone said line North 47030'00' West 15.00 feet to the point of beginning. IZ. Union Oil hereby grants and conveys a nonexclusive easement, right-of-way, and right of use to the City for the purposes of operating and maintaining a drainage system over, under, and across Parcels 1 and II of the Property for the benefit of Parcel IV; the description of said easement being: 11223ui B 6 -3- vc.-1733nui02i 35' Wide Easement Description That portion of Government Lot 3, Sec ion. 23 and of Government Lot 1, Section 26, Towns•`•;p 27 North, Range 3 East, N.�., in Snohomish County, Washington, described as follows: Beginning at the intersection of the nor t`"r ly line of said Section 26 with the-southeas=er1v line of the Burlington Northern Railway = . 0. way; thence along said southeaster l;' 1=^- Harth 42034134' east 327.4 feet; thence leaving sa_d line Soc:h 4703C'00" East 35.00 feet to a line parallel with and distant south- easterly :5.00 feet measzzred at right anc-es frcm aaid southeasterly line; thence a'_onc said parallel line so:t_". 42034'34" West 420.00 feet; thence leavn:a said parallel line a= right angles Nort' 47025'26" West 35.7C feet to sai'' so,;theasterly -;ne; =' ence al ng said line sort, 42034'34' East 9=.48 feet tO t-te point of beginning. and 20' Wide Easement That 0ortion of t_'.e '_a. shown as Parcel I on e aat recorded as par= of the :!-cement recorded the ;•c -:te 1696, Pa -es 2'_95 throuzr.23G6, in the Snoho^is:' -ouia^ 00 lvc wit.`.i- a str'_p of in tee- '+•de, the�cer.-e_ line :f Wnic. s! al_ be the Banter l-:a a: an ex_stina union Oil CompanN of ca__forni.a 46 inc.: Metal Culvent Pipe. II;. Union Oil hereby grants and conveys to the City, title to the improvements which constitute the drainage system within the easement described in paragraph II above, excluding the real property and including but not 'limited to all of the fixtures and personal property, all pipes, tidal gates, valves and all other such personal property and fixtures used for drainage of Parcel IV. The City agrees to operate and maintain in reasonable condition at all times the drainage system described in paragraph II above. However, Union Oil reserves the right to activate the tidal gates located within the easement described r necessary in the opinion of Union Oil. in paragraph II above wheneve IV. The City, its successors and assigns, releases Union Oil, its successors and assigns, of and from all manner of actions, cause or causes of actions, suits, debts, sums of money, promises, trespasses, damages, judgments, claims and demands whatsoever, in law or in equity, which the City may have against Union Oil, arising out of any present or future petroleum products spillage which affects or in any way or manner damages Parcel IV; -4- von 1733 P►cf 102 8112230188 cin, C-- :e-e Eamo:+_s. J.a: provided that in the event that as a result of any fut'�re petiole= products spillage, any damage shall occur to any portic-1 of Parcel IV, Unior. Oil shall collect and remove said petroleum=roducts and restore said portion of Parcel IV as nearly as possible to its former condition using all practical methods available to reasonably restore Parcel IV and, if it is not feasible to collect or remove said petroleum products, Union Oil shall take all practical actions to contain, treat and disburse the sa_=.e. The City further agrees not to sue or be a part of any suit against Union Oil for any such damage except for damages caused by Union Oil's own gross negligence or wilfull misconduct. The City retains all rights against Unior. Oil with respect to damage suffered by City property other than Parcel IV an account of a spill• v. union Oil reserves the right to use all easenent areas herein granted for all purposes not inconsistent with the rights herein contained. In the event the ease -rent or ease--ments herein granted by Grantor interfere with any future i.:.provements or use of Grantor's property by Grantor, its successors or assigns, such easements may be relocared at the expense of Grantee. Vi. The City agrees not to construct or bui:= any structure, building or development whatsoever on Parcel IV or use Parcel IV in any manner which would unreasonably in with Grantor's present or future use of Parcels I, I:, and II: for petroleum products storage and distribution or other uses incidental thereto. vII. The covenants, conditions, and easements herein granted and the rights and restrictions herein created shall be covenants running with ;he Property and the benefits an -- obligations of the parties herein shall inure to the benefit of and shall be binding upon the respective heirs, successors and assigns. -5- vo: i733 Factj023 811223u18 8 • CITY --- • _ C..._ EXECDT= the day and year first above written - UNION OIL COMPANY OF'G�'FORNIA W� 4 By Real Estate • " } By _ �r rr n - '. CITY OF EDM(=S �1 ;k,?esta - • SATE OF CAL.FOR`I�A) COUNTY OF LOS ANG=-c S)55. 1981, ON November 17 be`=re me, ='e un�ersigne�, a `1°ta public in and for the State of Cali- fornia, personally appeared J. A. Gon, a, known R, COLRT:;=to be the president, Ln:on Real Estate Division, and J'�iTOti O:' CO knowr. to me to be the Assistant Secretary of L.' �,-FOR;; A, the corporation that executed the fozee°and voluntaryinstrument, andyacknowledaed the said instrument to be the act and deed of said corporation, for the uses and purposes there- in mentioned, and on oath stated that they are authorized to in execute the said instrument and the seal affixed is the core seal of said corporation. wI:'Nc55 my hand and official seal. ALL JEy•� L ACKELS r } PR,-_.:A.3MC M cou1'NTt Of Coma ffaim moues �aooer 241962 a� 8112230188 VC_ 17,33 PACE 102-1 7 - CITY CLERK Cwm Cemer r RIF'TIO.•' OF ENTIRE- PARCEL TO BE SHORT SU6DIVI0FC Cdrnonls.wmn,nr.o� LEC� FHAT POFTIO` OF GO%'ERN&ICNT LOT 3. SECTICN 23 AND THAT PORTIO``LOIN TTHE OWN - SHIP '17 S T OU, RANC OF EAST. oY M., IN SNOHOti ISIiUARTER OC COUNTY. V�ASHINGTON. SHIP .� NORTH, DESCRIBED AS FOLLOWS Co.m.mENCING AT A CONCRETE AtONU!.'ENT AT THE INTERSECTION OF THE NORTH LINE OF SAID SECTION 26. WITH THE EASTERLY MARGIN OF THE BUR_INCTON NORTHERN RAILNAY RICH7-OF-WAY AND FRO:' WHENCE -THE NORTHEAST COR!;ER OF SAID SECTION 26 BEARS SOUTH 82055'41" EAST; THENCE NORTH 42°3='34" -EAST ALONG SAID EASTERLY MARGIN 616.37 FEET TO THE T-.IIE F"]t!'T OF E THENCE NORTH 71°00'OC" EAST 401.09 FEET, THENCE SOUTH 37°(.0'CO" SST 2C:.O0 FEE'; THENCE SOUTH 1°00'00" EAST 200.00 FEET; THENCE SOUTH 4000'00" EAST 12:.00 FEET. THENCE SOUTH 66°DO'00" EAST 140.00 FEET; THENCE SOUTH BO°30'00" EAST 110.00 FEET: THENCE NOFTH 73°00'00" EAST 240.00 FEET TO THE WESTERLY RIGH7-OF-1';AY MARCI!' OF SR 104 AS PER DECREE ENTERED IN SNOHO!,11SH COUNTY SUPERIOR CCI.;RT CAUSE NO. 1063.5, CONDE„NED BY STATE OF WASHINGTON FOR STATE RCAO 104; THENCE SOUTH 1°08'S:" WEST ALONG SAID RIGHT-OF-WAY MARGIN 1015.00 FEET, THENCE SOUTH 12°49"S" WEST ALONG SAID RIGHT-OF-WAY MARGIN 342.97 FEET' THENCE THENCE SOUTH 83°07'35" WEST ALONG SAID RIGHT-OF-WAY MARGIN 297.82 FEET; SOUTH 1°08'15" WEST 50.00 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH%','EST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 2G: THENCE NORTH 89°S1'46" %VEST ALONG THE SOUTH LINES OF GOVERNMENT LOT 1 AND OF THE NOF TH%' SST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26, 22C1. 93 FEET TO AN INTERSEC71CN' POINT ON THE EASTERLY MARGIN OF THE BL'RLINCTON NORTHERN INT BEING ON A 976.60 FOOT RADIUS,C°URVE CONCAVE 70 RIGHT-OF-WAY, SAID PO t THE SOUTHEAST• A R.�'JIAL AT SAID POINT BEARING SOUTH .0 1. � y0R T HEAST=R_Y ALONG SAID RICH'-OF-IYAY MARCIN AND CL R`.'E A! ARC DISTANCE - OF 38E.31 F=_=- TO A POINT OF TANCENCY; THENCE NORTH 12°34'3. =^ST ALONG SAID EAST ERLY RIGHT-CF-WAY MARC IN 1933.2C FEET TO THE i f -- C'_ CF PORTION OF COVE GE LOT 1 AND OF TIDELAND, LOT 1, IN SECTION ;LL THAT W_.'., IN SNCHO!.'ISH C^_UN7Y, 1YASHINCTG 16, TOWNSHIP 27 NORTH, RANGE 3 EAST,�� - NORTHER`: R' IL'"AY LYING %'iESTERLY OF THE 1'iES T ERLY LINE OF THE E GREAT CCl,tPANY R:GHT-OF-17AY AS CONVEYED .,{ INSTRUkIENT RECOF,DEEO IN VOLUME 17 OF DEEDS. PACE 132 AND IN VOLUME 38 OF DEEDS, PACE 412, AND LYING SOUTHERLY OF THE FOLLO%;ING DESCRIBED LINE BEGINNING AT A POINT OF INTERSECTICN OF ORIGINAL 1';ESTERLY LlliEOOFSAIO GFEA NORTHERN RAI_Y.AY CO.',IPANY'S RIGHT-OF-WAY P11TH THE NORTH L. SECT ION 2G, S.P.ID POINT BEING 688.03 FEET %VESTEkLY OF THE NOR'`' 7'jAR7C^ CORNER OF SAID SECTION; THENCL SOUTH 42°3�+'34" %%'CST 54.17 FC=T. _ SOUTH o7° SA.. CAST 150.00 FEET; THENCE SOUTH 4'-°34'34" WC NAY S ,RGS FE= F-1',AYDhv THE %YCSTERLY LINE OF THE G1:EA7 NJRTHE1iN RAIL1'.1Y cON 47°25"6" WEST TO T HE TRUE POINT OF BEGINNI!:C OF SAID LINE; THENCE WORTH y18.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR r L11:E, AND THEEND OF SAID ^� RIBED LINE. AUTHORIZED W' KIKy� n -�1nNi 8 NOV. 11. 1 S; 9 CEeZTIFICA i E NU. 16914 �rX}1ig1T — ,rw CITY CLERK Chrc G"u r (d"ods. wisr...— LEGAL DESCRIPTION OF PARCEL 1: ALL THAT PORTION OF COVERNMENT LOT 1 AND OF TIDELAND. LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANCE 3 EAST. W•1�1.. IN SNOHOMISH COUNTY, WASHINGTON. LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RICHT-OF-WAY AS CONVEYED BY 'INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 35 OF DEEDS. PACE 412. AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY WITH THE NORTH LINE OF SAID SECTION HE QUARTER CORNER OF�SAID SECTION; THENCE SOUTH 42£3ID POINT BEING 6ga.03 FEET T3 WESTERLY T WEST. 17ORTH FEET; THENCE SOUTH 47°25'2V EAST I50.00 FEET, THENCE SOUTH 42°3'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE CREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRUE POINT OF B€CINNINC OF SAID LINE; THENCE NORTH 47'25'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. 144. K r,o- _sue CERTIF CATc N0. 169t4 !~ uxo AU-MORIZED FOR -- -. )"-I' G CITY 21- .(: ,IDS Bye Page 01 8112230188 rc: i � 33 P1cE1026 7 f — CITY CLERK Cc Cemer •• EAT.I"d3. %v&lhN`SOm LEGAL DESCRIPTION OF PARCEL 11' THAT PORTION OF GOVERNMENT LOT 3, SECTION 23. AND OF GOV-RNMENT LOT 1 AR7ER OF QUARTER OF s=cTtoN AND THE NORTHWEST SHIP 27 NORTH RA C�U3 EAST, W IY1 THE IN SNO OMISH COUNTYHI NG T ON, TOWN - DESCRIBED AS FOLLOWS: I CoI.S>,IENCINC AT THE CONCRETE MONUMENT `AT THE SCUTHWES i CORNER OF Ti'iE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26, TH1;NC5 = NORTH 88051'46" WEST ALONG THE SOUTH LINE_ OF SA3D GOVERNMENT LOT 1, A DISTANCE OF S71.23 FEET TO THiE TRUE POINT OF BEGINNING: THENCE CON71NUlNC NORTH 39051'46" WEST, 850.37 FEET TO A POINT ON THE EASTERLY MARGIN OF THE BURLINGTON NORTHERN RAILWAY RIGHT-OF-WAY, SAID POINT BEltiv ON A 976.60 FOOT RADIUS CURVE CONCAVE TO THE SOU HEAST, A RADIAL AT SAID POINT BEARING SOUTH 70912'20" EAST; THENCE NORTHERLY ALONG SAID RIGHT -OF -SPAY LINE AND CURVE, AN ARC DISTANCE OF 332.31 FEET TO A POINT OF TANGENCY; THENCE NORTH 42°34'34" EAST ALONG SAID RIGHT-OF-WAY LINE 1316.83 FEE' TO A CC!:CRETE MONUMENT AT THE INTERSECTICN OF THE NORTH LINE OF SAID SECTION 26 L'd1TH SAID EASTERLY MARGIN OF THE EIURLINCTON NORTHERN RAiLWAY RIGHT-- OF-WAY AND FROM WHENCE THE NORTHEAST CORNER OF SAtO SECTION 26 BEARS SOUTH 88`SS'41" EAST ; THENCE CONTINUING NORTH 42034134" EAST ALONG SAID RIGHT -OF -WRY, 377.47 FEET; THENCE SOUTH 47030'00" EAST, 716.15 FEET; THENCE SOUTH 9I030'00" WEST 19S.00 FEET, THENCE" SOUTH 48°00'00" EAST 44.00 FEE- THENC: SOUTH 44°30'00" EAST 000.00 FEET. THENCE SOUTH 611°11'US" EAST 749.85 FEE- TO THE WES-, ZRLY MARGIN: OF SR 104 AS CONDEtilNS7 SY THE STA__ OF i;ASH1NGTON FOR$ T A ROAD 104 BY DECRES ENTERED IN SNCFCftISH COUNTY SUF-RiOR COURT CAUSE NO. 106375; THENCE SOUTH 12*49,15" WEST ALONG SAID MARGIN 187.97 FEET; THENC= SOUTH 83°0735" WEST ALONG SAID MARC.N :97.32 FEET; THENCE SOUTH 1"pE'15" 1FE5- 24.00 FEET TO A POINT 26.00 FEET NORTH 1°C8'1S" EAST OF THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUART ER OF SECT ION 26; THENNC= NORTH $$°S1146" WEST PARALLEL 1Y17H SAID SOUTH LINE 577.31 FEET TO THE POINT OH-NyE CJRVATURE OF A CURVE TO THE RIGHT HAV14C A RADIUS OF R£:.DO FEET, NORTHWSS T ERLY ALONG SAID .CARVE 294.34 FEET TO THE POINT OF TANGENCY; THENCE !FORTH S40S1'g6" WEST 207.70 FEET TO THE P01NT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF $20.00 FEET; THENCE NOR7H1tiES7ERLY ALONG SAID CURVE 97.30 FEET TO THE POINT OF TANGENCY; THENCE NORTH 5511351C0" BEST 37,89 FEET TO THE POINT OF CURVA% _AE OF A CURVE TO THE LEFT HAVING A e ADIC OF 705.00 FEET; THENCE WEST=ERLY ALONC SAID CURVE, A DISTAN _E OF 264.77 TO A POINT OF A CoMpOUND CURVE HAVING A RADIUS OF 120.00 FnT; THE , SOUTHERLY ALONG SAID CURVE 129.:; FEET TO THE POINT OF TANGENCY; THENCE SOUTH 2103S'00" EAST 113.72 FEET TO THE TRUE POSN T CF SEGiNNINC; SU= iSCT TO A 10 FOCT WIDE SLOPE EASHMIENT ALONG THE SOUTHERLY LINE ADJACENT TO THEPINie STREET EXTENSION ROAD. �? '�01 was"sa�f�y Cl•:'_ - .. IDS �/15 * rL r6 ej q F' 9r 4 P:ge Of .�_ i! � ,1GEl02 f rr•�AC 't f 8112230188 CERTIFICATE f+0. T6914 NOV. 11, 1979 YL_ ... ` [[ IL CITY LEGAL DESCRIPTION OF PAkL:iL 1I1 _ Edmonds, vias.�.nRon THAT PORTION OF GOVERNMENT LOT 1. SECTION 26 AND THE NORTHWEST QUARTER OF THE 6 IN TOWNSHIP 27 NORTH, N SNOHOM SH COUNTY, WASH NGTTON2DESCRIBED ASFO LOWS: RANGE 3 EAST, 1W.M g> GTHN ING AT A CONCRETE MONUMENT AT" THE SOUTHWEST CORNER OF THE NORTH- WfiST Q1}ARTER OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE NORTH E8'S141160 WEST ALONG THE SOUTH_ LINE OF SAID GOVERNMENT LOT 1. A DISTANCE OF 527. E6 FEET: THENCE NORTH 21•35'00" WEST 130.47 FEET TO THE POINT OF CURVA- TURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 80.00 FEET; THENCE NORTHERL': ALONG SAID CURVE afi.S7 FEET TO A POINT OF A COMPOUND CURVE HAVING A RADIUS OF 165.00 FEET; THENCE EASTERLY ALONG SAID CURVE I13.10 1="cET TO THE POIN i ❑f TANGENCY; THENCE SOUTH 6S°35'00" EAST 37.89 FEES' TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 480.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 99.81 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 54°51'46" EAST 207.70 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVINC A RADIUS OF $20.00 FEET, THENCE SOUTHEASTERLY ALONG SAID CURVE 187.64 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHEAST QUARTER. SAID POINT SEINC SOUTH 88.51'46' EAST 113.1$ FEET FROM THE POINT OF BEGINNING; THENCE_ NORTH 88"SI'46" WEST ALONG SAID SOUTH LINE 83.16 FEET TO THE POINT OF BEGINNING: SUBJECT TO A 10.00 FOOT WIDE SLOPE EASEMENT ALONG THE NORTHERLY AND WESTERL LINES ADJACENT TO THE PINE STREET EXTENSION ROAD. AUTHORIZED F-c z r.-- ^DNC cin., _ .; ONDS a�- 81122301' .la�4 40- J733 P►c L T) ==K EGmcras, e•�s�ir+�on LEGAL DSSCRiPTION OF PARCEL IV poRTION OF THE THAT PORTION OF GOVERNMENT LOT 3, SECTION 23 AND THAT WAS SHI ALL IN THWEST QUARTER OF THE NOS � E 1N Si�OHbM15ii COUNTYQN 26, ALL IN TOWlti- NCR NORTH. RANGE 3 EAST, SHIP 27 4ESCRI9ED AS pOLLOtKS: CO 14C,RIS D AT A CONCRETE MONUMENT AT THE 11yT>:RSECTION OF THE NORTH T_OF-WAY ANO FROM WHENCE T ORTHR42'14134, EAST OF LINE N SAID SECTION xH TflTH THE gA5TIERLY MARGIN OF THE BURLfNG s NORTHERN RAILWAY RIG . n1■ EAST: THENCE iNNIN rRtIF pDiNT DF SAID SECTION 26 BEARS SOUTH 88 55 yx 3a'na" WEST ALONG 5AS1] EASTERLY MARGIN 3I7.47 FEET TO THE �-�o THENCE SOUTH Sol 40"30'00" THENCE SOUTH a7°34'SOUTVj 00" EAST%S*o 'QO'FEAST ;afl.fl0 FEET. t 95. a0 FEET : THENCE THENCE: ERLY i,+1NE❑ BY THE STATE OF WAL7PERIORNCOURT CAUSE EAST i00.00 FEET; THENCE SOUTH fiq't1`a5" EAST 2n8.65 FEET 7O TFOR STATE HE wE57 MARGIN OF SR 10+i A5 CONDEMN NORTH 1°i38`54" ROAD 1011 BY DEGREE ENTERED 1N SN FASTIA COUNTY iNUING ALONG SAID WESTERLY MARGIN NORTH NO. 11}fi375: THENCE NORTH 1204115" EAST ALONG SAID 1"fEMARGI MARGIN 155. as FEET: THENCE C FEET . THENCE- 1015.00 FEET: THENCE SOUTH T3°00'a0" WEST 2�4 YiEST 1a0.00 EAST WEST Ito.oa FEET? THENCE NORTH 6s a0'fla . WEST 2aa.aa FErT: ES 30 4a" 125.a0 FEET: THENCS NORTH 1SOUTH 71900'0a" WEST NOR T F4 40°00'Oa; WEST THENCE }lc 9L1RLlNCTON THENCE NORTH 37"00'00" oN 2fio.0o FEET: , u" EAST POINT ❑N THE SAID EA5TERLY MARGIN OF a2 3a'3 a01.09 FEET TO A PO BEING NORTH NORTHERN RAILWAY RIGHT OF 5AlD pQINT THENCE Sf]UTK 2 2s8.90 FEET FROM THE TRUE POINT OF 9EGlNh1NG: WEST ALONG 5A1D EASTERLY µARG1N 288.9a FEET TO THE 7RUF P(yiNT DF gsG14 1111 R CI7-1, r-, "'7arpyc gee Or Q CITY OF EDMON01 P. W. DEPT. ENGINEERING DIY. EUTAINED sr �DArSCb REUARKS W DEC 23 PH 3: 3III SN.IIff.M.�fll'::UNI�.�:�!! �+ 0 .-0 W H �l s•_ -.1•. I ,-A y ._ rt� rl-, ■ _ _ , 1 . i% 'V't,4-4 e t � � n .164 14 qtj 10 co WN 04 no- �..._ •� 1+ „_ .r.._. � •.+ m � (p r u e! - _ ` •'- -.++�� Diu••• -� _•�i�a: PIq C- f1-- -- �.�r• � .'•_� �. �.� �.a�;.e•�.�..,-J x- + ww' .:..•. _ �I-� �� YlL)ObWAY Pr,•.• rs:•a uwf ■,r.�..+�i��.••s:.iy: • mot' :.�. y� i e;,L� I• .. 1 • w' e.••+Y a H. ��•� - ___ 1: �.� 11 co O L1'1 N C� Cp %/ , & v � 6- C% 1--,.ND EXCISE TAX owl CIVIC CENTZR EA3EWENT FOR WA'1'1•:II 1.1NF.:, ^ / gy This AGREEMENT made and entered into this 72thday of July 1984, by and between UNION OIL COMPANY OF CALIFORNIA (hereinafter referred to as "Grantor") and the CITY OF EDMONDS, a municipal corporation (hereinafter referred to as "the City"), in consideration of the mutual covenants herein contained and other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: WITNESSETH: 1. Grantor does hereby grant to the City a permanent easement for the installation and operation of water mains under the parcels of land referred to 1:: Easements Nos. 1, 2 3, 4, 5A and 5B located in .h,2 ,.I• • r)f 70mon0:., -qr.ohomish County, Washington (hereinafter re-: r-:u to as "Easement Tracts"), more particularly desc:•ib,:: 'Exhibt A attached hereto and by this reference :Wade a par-, nereo and Grantor does further hereby grant unto the City a right; -of -way or easement for maintenance over, through, across and upon the Easement Tracts. Notwithstanding the provisions hereinabove contained, the City shall have the right to also install and operate its water mains over as well as under Easement No. 5B, and over as well as under that portion of Easement No. 4 lying southeasterly of the Burlington -Northern Railway Company's right-of-way. 2. The City shall have the right, without prior institution of suit or proceedings at iaw, at times as it may deem necessary, to enter upon the Easement Tracts for the purpose of constructing, repairing, aii.ering or reconstructing the water mains, or making any corinect:or,s therewith, without 111cut-ring any legal obligaLl„n ur I ; 11.1 I I 1 i i•In rufui ; jjrovided such construction, repalr•:nk�, uILI-1 I'll' -rr' r,rcun:�t:actirig, or said water mains shall be accomplished in such a manner that the private improvements existing in the Easement Tracts shall not vUL J868FAGE2943 g ]2501 84 .ivie- CLNTER " EDr,'0'O3• WA 98020 I,n dlglw'he�j ur' deAU'llypil, ul' In slip Ihyy aiu 'II4I,ul1l1pll ur' destroyed, they will ba replAc"d in an conditlnn an I:hoy were immediately before the Easement 'Tract:; were entered upon by the City. The City shall indemnify, defend and hold the Grant- or harmless from any and all claims for loss or damage to City's property and costs (including the cost of litigation and reason- able attorneys' fees) and the liability resulting from any actual or alleged death or injury to any property caused by or resulting from any act or omission of the City or any officer, agent, employee, invitee, contractor or subcontractor of the City during the construction and maintenance -of the water mains in or on the Easement Tracts or the adjoining property. Furthermore, should the Easement Tracts and improvements loc:sl.r;<I therein, includinv.. but not limited to any buildings, paving, parkins; areas, landscaping, be the negligence, default, or act or omission damaged or destroyed by of the City or any of its off'_cers, a�-enun, employees, invitees, contractors or subcontractors of the City during construction and/ or maintenance of the water mains, the City shall repair the damage and Grantor's property in as good and restore the Easement Tracts condition as it was immediately before the damage occurred, and enants and subtenants, for any and shall compensate Grantor, its t all other damages, occurring as a result of any such damage or destruction as required by law. the right use the Easement Tracts 3, Grantor reserves for any purposes not inconsistent with the rights here contained. 4. Grantor reserves the right to relocate, at Grantor's sole expense, the Easement Tracts and water mains, provided such relocation is approved in advance by the City and such approval is not unreasonably withheld. herein granted and the rights herein 5. The easement created shall be a covenant running with the land and the rights and obligations of the parties herein shall inure to the benefit ul' and be binding upun their t'eahecl,lv� I�eli'n, suaueesul'5 and assigns, including without limitation, :ill ;;ubucquent owners, lessees, tenants and subtenants and all other per3ons claiming g 4102 5 01 8� 1868 PAGE 29a4 CIVIC CENTER EDMONDS, WA 9e020 IIII-Im, hem , 6, In the event of abandonment, vacation or relocation of the water mains within the Easement Tracts, the easement and all rights granted herein shall automatically revert to the Grantor, its successors and assigns. C 7. This Easement for water lines shall terminate and supersede that certain utility easement datedNovember7, 1979, executed by Grantor in favor of the City, filed on November 19, 1979, under Auditor's File Number 7911190250, volume 1632, Page 468, Records of Snohomish County, Washington, except as to any obligations accruing thereunder prior to such termination. ATTEST: City Clerk STATE OF CALIFORNIA ) Ss. COUNTY OF LOS ANGELFS 7 84102501 84 �w+.rMs�r OFFICIAL SEAL VICKIE A. NORwono !IVIA!-Ir•!i4!I-•,nLiro!NIA MRINC'I'4L OFFICE IN j LOS ANGELES COUN Y My Cammlalon Evros March 1, 1986 UNION OIL COMPANY OF CALIFORNIA k V By R. F. Koch, � ?resident .•� se . Union Peal Estate Div, �l{ w,fi By AS- s15 nt Secretary o CITY OP EJ.:ONDS -" � a By APP,X/,Y,'dw'D AS TO FORA: Office of thp,city Attorney On this 24th day of Julv , in the year 19 84 , before me, the undersigned, a Notary Public in and for said State, personally appeared R. F. Koch and R. E. Jenkins personally known to me to be the President Union Real Estate Division and Assistant Secretary , respectively, who executed the within instrument on behalf of the corporation I� therein named, and acknowledged to we that the `11 Corporation executed it. Wln"ESS my hand and official seal. Notary Public in and for said 6tatR official seal .the day and year first above written. NOTARY PUBLIC in and for t:Ie 'State o_' 8 1 O California, residing at Los Angeles 1 Z 5 O I 8 4 - 3- � 1868 PAGE 2945 CIVIC CENTER EDMONDS. WA 96020 6 4 U J j EXUBIT "A" Easement No. 1: Commencing at the concrete monument at the Southwest corner of the Northwest quarter of the Northeast quarter of Section 26, Township 27 North, Range 3 East•, W.K., situate in Snohomish County, State of Washington; Thence S 88" 51' 46" E, along the South line of said subdivi- sion a distance of 280.00 feet to the monument at the intersection of Nootka Road with said South line; thence N 0° 59, 13" E along the centerline of Nootka Road, a distance of 26.00 feet to its intersection with the Northerly margin of Pine Street and the True Point of Beginning; Thence N 88" 51' 46" W, along said Northerly margin, 76.90 feet to the point of curvature of a curve to the right, whose radius of 480 feet bears N 01" 08' 14" E; thence Northwesterly along said curve to the right, along the Northerly margin of Pine Street, through a central angle of 15° 34' 40" for an arc distance of 130.504 feet; Thence radially from said Northerly margin N 16° 42' 54" E, 4.02 feet; thence S 780 15' 50" E, 29.90 feet; thence S 800 52' 55" E, 40.07 feet; thence S 870 23' 36" E 82 feet; thence S 82° 24' 15" E,74.i5feet to an intersection with the Northerly margin of Pine Street; thence N 880 51' 46" W. along said Nortnerly margin to the True Point of Beginning. Easement No. 2; kI,- l' •i That portion of Government Lot 1, Section 26 and thu Northwest quarter of the Northeast quarter of Section 26 in Township 27 North, Range 3 East, W-M., in Snohomish County, Washington, described as follows: Beginning at the Southwest corner of the .4orthwest quarter of the Northeast quarter of said Section 26; thence along the Southerly line of said Lot 1 North 89" 51' 46" West 527.86 feet; thence leaving said line North 21' 35' 00" West 16.26 feet to a line parallel with and distant Northerly 15.00 feet measured at right angles from said Southerly line; thence along said parallel line South 88" 51, 46" East 565.93 feet to a point in a non -tangent curve concave Northeasterly having a radius of 520.00 feet, a radial Line of said curve through said point bears South 20' 21' 53" West; thence Southeasterly along said curve through a central angle of 5' 53' 6', an arc distance of 53.56 feet to the Southerly line of said Northwest quarter of the `lortheast quarter; thence along said line North 86' 51' 46" West 83.18 feet to the point of beginning. 410250184I �.. ..: VOL 1868PAGEM6 CITY CLERK CIVIC CBNTER COM01,104, WA 90020 That portion of Puree' II, short BLAU"Lvi:iwii :;-''=-110, in Goverment Lot 1, Section 26, 'township 27 ,North,_ Runge 3 East, w. ., as filed under Auditor's File ?;umoer 8101160175, volume 1696, page 2303, Records of Snohomish County, state of Washington, more particularly described as follows: Commencing at the concrete monument at the Southwest corner of the Northwest quarter of the Northeast quarter of said section 26, said corner being also tare Southeast corner of Government Lot 1; thence rr 88° 51' 46" W, along the South line of said Government Lot 1, a distance of 571.23 feet t❑ an intersection with the Westerly margin of the Pine Street Extension Road and the True Point of Beginning; Thence continuing N 88° 51' 46" W, 584.96 feet to the point of commencing of a utility easement filed under Auditor's File Number 7911190250, Volume 1632, page 468, Records of Snohomish County, Washington; thence U 07° 20' 29" E, along the centerline of said utility easement, a distance of 15.09 feet; thence S 88° 51' 46" &, along a line 15.0 feet Northerly of and parallel to the South line of said Government Lot 1, for a distance of 577.05 feet, to its intersection with the Westerly margin of the Pine Street Extension Road; thence S 21° 35' 00" E, along said Westerly margin, a distance of 16.26 feet to the True Point of Beginning. x Easement No. 4 Commence at the Southeast corner of Government Lot 1, Sectio .aQa^ 26, Township 27 North, Range 3 East W.M., thence Fr5s4ri�e of r W along the South line of said Government Lot 1, a 3zs a 1156.19 feet to the True Point of Beginring; thence commence to a 10 foot wide easement about the following described centerline, N 6° 00' E 187.00 feet; thence :4 28' 33' E 32.0 feet; thence 1451' 00' E 38.0 feet; thence N 60° 45' E 119.5 feet; thence N 5° 00' E, 44.0 feet more or less to a point 5 feet Northeasterly of an existing fence; thence N 47° 27' 15" W •�� parallel to the existing fence 35.0 feet; thence commence a 15 ' foot wide easement which shall be centered on the existing elevated structure and run Northwesterly 197.0 feet more or ri less, projected to the Westerly margin of the Burlington - Northern Railway Company right-of-way; thence commence a 10 foot wide easement which shall begin at the Southerly extension of the above described easement and run thence Northeasterly adjacent and westerly of the Burlington -Northern Railway Company Fight -of -way, a distance of 112.0 feet more or less to the Port of Edmonds property line, EXCEPTING THEREFROM that portion thereof lying within the Burlington -Northern Railway Company's right-of-way. Page 2 of EXHIBIT "All 9 4102 501 8 VOL 1868PAGE29,17 \_I I r %­a_C.MN CIVIC CENTER EDMONDS, WA 94020 L'aer,sstiettL� ���a 5A and 5B1 „hnrr vuhrlivi.vion 5-2-80, Han« 1 in Section 26, Township 27 North 'pho■o portion* Of parcel■ T and TI, J liant, W.M., ad "idd Volume-1696, page 2302, under Auditor's File Number 010li601.75, shiny tor:, more Records of Snohomish County, particularly described as follows: Easement No. 5A: Commencing at the concrete monument at the Northeasterly corner of said Parcel I, said monument also ine of being grt of Edmonds intersection of the SouthwesterlofIBurlington-Northern Railway property with the Westerly ! Company's right-of-way as recorded under Auditor's IL 8305105003, Volume 17 of Surveys on page 158, Records of Washington, monument hereinafter being , sa Snohomish County, Ir referred to as Monument 16; a right-of-wY line Thence S 420 34' 34" W along saiN 47° 25' 26" 'A a distance of d Westerly 9 a distance of 38.5 feet; thence 10.0 feet to the True Point•of Beginning of Easement No. 5A; 26" ;� 250.21 feet; thence N 42° 34' Thence continue N 47' 25' line of the 34" E, a distance of 30.5 feet to the South alsoty the Northeasterly Port of Edmonds property, said line being line of said Parcel I; thence N 47° 25' 26" W, along said common thence S 42° 34' 34" W property line, a distance of 20.6" , 270- 21 feet- thence 48.50 feet; thence S 47' 25' 26' E, rn Railway N 420 34' 34" E parallel to said Burlif9oron distance of 10.0 Company's Westerly right-of-way linen` Easement No. 5A• feet to the True Point of Beginning Easement NO. 55: at ;lonutsent 16, referred to above; thence 5 42° 34' Commencing tiJ o en along the Westerly line of Burlington -Northern Railway , Company's right-of-way, a distance of 116.0E feet to an intersection with the Westerly projection o. the line of an - fence; thence S 474 37' 26" E along said Westerly existing a distance of 134.0 feet to the True projection and fence, ortheaster]y Point of Beginning of Easement No. 53;_._-.. - ❑f ang Thence commence a 5.0 foot wide easement 5µ47°.37' 25" E parallel to the following described fence lines, S with a distance of 63 feet, more or less, Easement No. 4, described above. Page 3 of EXH1317 l 8 41025018 ya i8F8 P�c� I9&� OCT 25 �g z, 21 r:40111Ml;y'��.HTY MArcr DEPUrY (DI L I C E N S E CITY CLERK CIVIC CENTEFZ =DMgriE)O WA 0110.10 15 64833.1 THIS AGREEMENT, dated this 12thday o1r July 1984, by and between UNION OIL COMPANY OC CALIFORNIA, a corporation, hereinafter termed "Licensor", and the CI':i 01` ED:IONDS, a municipal corporation, hereinafter termed "Licensee". wI � :Ess�m.i WHEREAS, Licensor, oursuant to License PerMit No. 11502, dated June 1, 1923,=sSucul to Licensor Uy thu Burlington Northern Railway Company, as successor of Great Northern Railway Company, has constructed, maintains and operates a pipe suspension trestle over and -across the Right -of - Way of the Burlington Northern =ailway Com.nanv at original station 999 plus 44 at Edrr,onds, Count;of Snohomiztl, State of Washington, subject to all of the general and specific provi- sions contained in said Permit, and WHEREAS, Licensee desires to install, mainta-n, operate and remove a water main on and along said trestle. NOW, THEREFORE, for and in consideration of the premises and terms, conditions and agreements hereinafter set forth, Licensor does hereby give to Licensee non-exclusive permission, insofar as it has the right to do so, to instal +-^ I (8" 1 water main maintain, operate and remove one e_zh+ on said trestle for the transportation of water, subject to all of the terms, conditions .iiul ��r�"r=;������ hureinafter contained. �3 8 4102501 85 WL 1868 PAGE 2919 CONSTRUCTION: Licensee 131la' zscrscL , maintain .IIIII II���aIaLA SAid weLet Ifldlll 'III y•II'I 111..:I 1" .II 1'11 iille;nc.lU Sr:�l! risk, cost and exnanso, and in l.he m.uulu•1 null lnratlun �� approved by Licensor. Said water main sh;lll be krF)t and rl,aln- tained at all times during the term hereof in good condition and state of repair. 2, PRIOR CONSENT: Licensee, prior to the installa- tion of its water main on said trestle, shall_secure and submit to Licensor the written permission and consent of the Burlington Northern Railway Company to do so. 3. NON-INTERFERENCE: Licensee shall not interfere with or obstruct the use of said trestle by Licensor, or others having the right to use same. 4. TAXES: Licensee shall pa}', before the same become delinquent, all taxes, charges, rates arcl assessments levied upon and against an,.., and all fac-lities placed by or for Licensee upon said trestle. 5, INOE:INIr'ICaT1ON: Licensee hereby releases and discharges Licensor from all claims and ::emancls by Licensee for loss of or damage to Licensee's property , and from all claims or demands arising out of or in connect -on with and/or resulting, directly or indirectly, from a^: prevention or limitation upon the use by Licensee of said trestle, whether by reasons beyond the control of Licensor., or other•.,iise, and agrees to indemnify and defend Licensor against and save Licensor harmless from all costs and expenses, including attorneys' fees, and all liability, and claims and demands of ot!iers, for loss of or damage to property, or injury to or death of Persons, which may result directly or indirectly from the granting, use or termination of, or operations under, this agreement. Licensee agrees to pav Licensor in full and oromnt'_v upon demand for any and all loss of or damage to Licensee's property caused by Licensee by, or growing out of any Operations of i.,i.c unsea hereundar nr ill rnnntWt lnn Itl'I ,"•�.i t II. -'- 84102501 8 `? VOL i868 PAGE 2Qr n a � :*:b _ 6, RELnCATTr)NI Whenever, in inion or Licensor, the facilities constructed hereunder, interfere with Licensoe's use, operations and maintenance of said trestle, or the facilities of Licensor, or of others having the right to use same, located thereon, Licensee shall, at its own risk and expense, within thirty (30) days after written request therefor by Licensor, raise, lower or relocate and reconstruct said facilities constructed hereunder in the manner and at such new location on said trestle as specified by Licensor in such request, and shall restore and replace that portion of said trestle previously occupied by said facilities as nearly as possible -to the same state and condition as it was prior to such rear r.L,tLlemWilL, relocation or reconstruction, as the case may be. Prior to performing anv such relocation hereunder, Licensee shall secure and submit to Licensor the written permission and consent of the Burlington Northern Railway Comnanv to .:error^ such relocatio:i. 7, TEMI-NATION. Ei=her par__ hereto mall have the right to terminate this Agreement by yivcny it- le,ISL Lhirty days' written notice to that e:`_ect to the other part,-,. Notwithstanding anything herein to the contrary, this Agreement shall terminate inso -;ac=o in the event Licensee's said Permit from the Burlington Northern Railway Company is terminated, cancelled or revoked by its terms and provisions or otherwise. S. REMOVAL AND RESTOiZA' ION: upon termination or revocation of this Agreement for any reason„ Licensee shall forthwith discontinue the use of said trestle and shall remove, at Licensee's sole risk and expense, said water main,connec- tions, valves, fittings and any and all other appurtenances owned by Licensee from said trestle and shall restore that portion of the said trestle previously occupied by Licensee to a condition similar, as nearly as possible, in which it existed lirlur Lu the ln9LziLLaLLun uI UuV Sdi,l fnciliLies of Licenseu and to the sails: acLlun ul L1 -3- 8 4102501 e 5 p n l k >Zr to M o ' G YOL 1868 Pact 2951 CITY CLERK civrc CENTER Enmomns wA pgo j() pay to Licensor any expense:.: incurred L,y I.i. ,.wit r by ru.,ar,n of such termination or revocation. 9. ASSIGNMENT: This agreement and the permission herein given is personal to Licensee and shall not be assigned by Licensee in whole or in part. 10. ENTIRE AGREEMENT: The partie-s have herein set forth the whole of their agreement and neither party is nor shall be bound by any inducement, statement, representation, promise or agreement not in conformity herewith. 11. SUCCE5SORS ANS ASSIGNS: Except as otherwise provided herein, the terms and conditions of this agreement shall inure to the benefit of and be binding unon the success- ors and assigns of the parties hereto. 12. NOTICES: Any notice provided herein to be given by either party hereto to the other mav be served by depositing in the United States host O*:ice, nos'�age prepaid, a sealed envelope containing a cony o; such notice "'Ll addressed to said other party at its principal place of busi- ness, and the same shall be sufficient service Of sucF' notice. IN WITNESS WHEREOr the parties hereto have caused this agreement to be executed as of t!i,: date first ht�reinabove written. Ui�1OP4 011. :;�'1"h'+ OI' CAL,11'OR141A B1 V ` R. r. Kccn, I res-dent Union Redl Estate Division LICENSOR CITY OC LD:1O`IDS By ' By M OF, LICENSEE 84102501 8 m,295Z —4— von 18F8 - WON OILCOYP'A&T OFCA:ihUHNkA - ' eEOAETaP+T•s cc, CITY CLERK' 01 CIVICCENTER Rey='dam s xo.c Ports Fo�Fumna EDMONOS. WAs amo '��vuy a I �usnan4 1 1 THU UM III T, ■ds and entered into this lot day of June, 2 �II 198b, by sod between G?JW NORTHM 81IL»Y OOYPAar, a Yiamssota 3 ! sorporatinn hareinsfter *&lied the 'Lessard -and the UNION OiL GOMPANT ! i I * O1 C oarparsti*as heseiti<&ttet oa4l9d the 'Leases', ' * - ��"�� 8 i ■ITY�9SYiSs 7• The Lessor for and in consideration of the covenants and 8 proalsea hereinafter each and to he obsarred and performed by the Loses■ {I 9 V hereby does license mad permit the Lassa■ to erect, aaintaia and remote 10 I I a steel trestle for the purpose of supporting pips+ over the right of 11 j war and tracks of the Lessor at original station 992 plus " at 12 ``-f tdaoads, County of Soobomiah, State cf lashiagtoa, as shoran on the blue- 13 print bareto attached aarked :::habit •As and by thi■ reference thareto 14, ii *ado a ,iar;, 4r�i;4, ip&staar vita tam ridat and privilege 15 i� it operate, ataistaia and remTe pipe lines on said trestle for the trans- 18 'i portatioa of petrolsua and its by produotal sand at -eel trestle to be 17 ! *onstructed iniacoordsooe with plan auatarod PYE69, sheets 1, 2 and E la !i attached bersto and made a part harsof, it being esproavly understood 19 . and agreed that said trestle shall be so constructed as to rive a side ' 20 I clearance of elaht (4) foot and siz (a) inohe■ and an overhead clearance ; � 21' I I of twenty-two (ZZ) test. 22 i 1. TbA 14460e $hall par as reat&l for the said premises the sun 23 n of too and Oo/100 Dollars (410.30) por +onus, in dTaoce, the first pny- ' 24 meat to be dada on the date of the smeoution hereof, sad succeeding 25 I parasats Ponually tbareahar� during the eontiauance of the License end 28 peraissioa hereby fraoted. ' 27 2. The Lessee shall -aot assiia this license,or permit any other 28 parson or persons to uq or osoupy fay ;�ortioa of said promises for any 29 purpose v4stioenr hanged jnteloNl tL* ■rltLod lougeuL d! the Laosor. J1 i E. 10 Ns event t►e Lessor $hal: require Lha aDo.s described j 32or 1 f ' '�A " VOL H Pas 2953 l li T EXHIBIT i r - CIT'� C,tERK CIVIC CENTCR IEDMONDS. WA 913020 i� 1 presses, or say part thereof, for any purpose whatsoever, it shall 2 have the right to terminate this liaonse mad peraiasion at any time 3 upon giving to the Lessee thirty (M) dkys vrlttan notice of its iatea is shich event said oil pipes had trestle shall be 5 f removed by the Lease• at it's own expense. The Lessee shall, and hereby does release and discharge 7 the Lessor of and from any and all liability for damage to or des— $ truction of the said trestle or hay property of the Lessee thereont 9 add shall and hereby does, sesuae say mad all liability far injury to 10 or death of persons or lo+s of or dasabe to Its property in any manner 11 &rising frog or during the =structiin, use, maintenance, repair or 12 removal of said trestle had oil pipes no*ever such Injury, death, 13 iu loss damage or destruction aforesaid any occur or be caused) sad shill 14r and haraRy does, iademalfy and save haraless the Lessor of aed-from -+s! 15 ! sad all claims, demands, suite, actions, damages, recoveries, judgments, 16 costs or expenses arising, growing out of, or in connection with any 17 '!I such injury, death, loss, damage or destruction aforesaid. 1p I� 6. All the covenants and proaises hereof shall Laura to the 19 'I benefit of and be binding upon the respeotire euceeseore and assigns I; 20 'i of the partl+ei subject, bosever, to the provisious of paragraph P hereof. 21 I7 1l fl&9S ■WFOP, the pi.rtias hareto have executed this 22 'I year first above written. agreement the day and y 'I 23 presence ots GREAT ' IMU IL,W COYPACIIn , i 25 ;i APPRDVti� Lead Cosmlasioner I 2$ IIj Er � �J13 py*py oil- wYPAHI 01 CALIFORNIA, 27 rrr —cur— �Mm"7 ME ER L.it 2$ i .I [By 3132 I 8 4102 501 85 WL 1868FAG[295d CITY CL_RK NO SAY-- TAX � /� — � — civ.: Ce„tu, RE D 29 129 N MUNICIPAL LEASE CD ((I, fERS, �bumish C�iY ireasQer N g fl!A THIS I:+DEpITURE OF LEASE, made and 'entered into Q CV this 19th day of :larch 1982, by and between 71 UNION OIL COMPANY OF CALIFORNIA,�a corporation authorized to ^7 ` l do and doing business in the State of Washington, Lessor, and the CITY OF EDMONDS, a municipal corporation, Lessee. This indenture of lease replaces that certain Municipal - Lease between the parties dated February 3, 1969, which has been terminated by agreement between the parties. W I T N E S S E T H: 1. Description. The Lessor, for and in consid- eration of the mutual covenants and agreements hereinafter contained herebv demises, lets and leases unto the Lessee the real property (hereinafter the "Premises") described in Exhibit "A", a coov of which is attached hereto, and by this reference incorporated herein as if set forth in full. 2. Lens -�h of Term and Rent. The term of this Lease shall be fcr five (5) years commencing on the 1st day of August I 198I, and ending on the 31st day of July , 198". The consideration for said Lease shall be Three Hundred Dollars ($300.00) per year, payable in advance for each year of the Lease term on the anniversary date of this Lease. Lessee shall bear as its own expense the cost of all utilities supplied to the Premises, and any and all other incidental costs incurred in operating and maintaining the premises and shall obtain any and all gov- ernmental approvals of requirements and laws required for this Lease. Lessee will permit no waste, damage or injury to the Premises. If Lessee shall hold over after the expi- ration of the term of this Lease, with Lessor's express or implied consent, it shall be on a year-to-year tenancy in 9207280230 Page 1 Municipal Lease voL1754 _ 128 5 f u ie CIT'f CLERK civic Cooter Edmonds. wasm.n;rton accordance with the terms hereof, and said -consideration shall be provided during any such extension. 3. TPrmi ation. Either party shall have the right at any time during the tern or any extended terms of this Lease to terminate this Lease upon at least sixty (60) days prior written notice to the other.' In the event' of termination by Lessor pursuant to this paragraph, and pro- vided Lessee has made substantial improvements to the Prem- ises with the prior written permission of Lessor, and provid- ed the State of Washington has provided funds for such improvements, upon such termination by Lessor, Lessee shall be paid by Lessor the depreciated value of that portion of the improvements funded by the State of Washington. The method of determining the depreciated value shall be deter- mined by the parties in writing prior to the construction of the improvements, and in the event the parties have not agreed upon the depreciated value, then the value shall be determined by an appraiser chosen by Lessor at the time of termination. 4. ut'_lization by Lessee. Lessee accepts the Premises in its present condition and agrees to maintain the same at its expense. Lessee may utilize said Premises for waterfront park purposes open to the general public, pro- vided that any activity conducted or permitted on the Prem- ises is in conformance with all applicable laws, regulations and ordinances. Lessee shall have the right to construct temporary sanitary facilities upon said Premises and shall remove the same prior to the termination of the Lease fol- lowing the notice of cancellation, if any, by either party as provided in paragraph 3, hereinabove. No other altera- tions, additions, or improvements shall be made an the Premises without Lessor's prior written consent and approval 9 207280 2 30 Municipal Lease Page 2 von 17 5 4 .._. 128 6 J CITY CLcRI'C C'u'e Comcr of all plans and specifications, and all such improvements or additions shall at Lessor's option become part of the realty and belong to Lessor. At the termination of this Lease, Lessee shall quit and return the Premises to Lessor in substantially the same condition as said Premises were in at the time of the commencement of said Lease as set forth in paragraph 2, hereinabove, unless Lessor in writing agrees to accept them in an altered condition. 5. Access. Lessor, and all others Lessor grants approval or rights to, shall have, during the term hereof, the right of unrestricted access for persons and vehicles to its adjacent property and/or facilities over and across the Premises and Lessee shall erect no structures or barriers which will interfere with such right of access. No guaran- tee or representation is made by Lessor concerning access by Lessee and the public to the Premises; such access is the responsibility of Lessee alone. In the event Lessor damages any of Lessee's improvements while exercising its right of access, Lessor small repair the damage and restore the improvements to as good condition as it was immediately before the damage occurred, less reasonable wear and tear, and provided such damage shall not have occurred in any existing access ways or within the easterly 50 feet of the Premises or the southerly 50 feet of the Premises. Lessor shall make all reasonable effort in exercising its right of unrestricted access not to damage areas planted or main- tained by Lessee. 6. Sub -Leasing and Assignment. Neither Lessee or Lessor shall sub -let the Premises nor shall either party assign any part or parts of this Lease or the Premises which is the subject hereof without the written consent of the 1207280230 17 5 4 , 128 7 Municipal Lease Page 3 CITY cLEcRk cMc Cenler Lrdmonds, Wasningto�, other party hereto, subject to the provisions of paragraph 10 hereof. Lessee shall not cause or permit any part of the Premises or this Lease to become encumbered in any way. 7. Insurance. Lessee agrees to obtain and maintain in effect at all times during the term of this Lease, and any extensive thereof, a policy or policies of insurance satisfactory to Lessor covering the Premises, ingress and egress areas, and streets and sidewalks about - the same, issued by an insurance company approved by Lessor and protecting Lessee and Lessor as insureds against loss or damage by fire, explosion, earthquake or other hazard, and claims for personal injury or property damage, under a policy of general public liability insurance with liability limits of not less than FIVE HUNDRED THOUSAND DOLLARS ($500,0001 per occurrence/aggregate for bodily injury and TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) per occurrence/aggregate for property damace with stop gap coverage limits of not less than THREE MILLION DOLLARS ($3,000,000). Lessee shall provide Lessor with a certificate of such insurance and of each renewal thereof, and all such policies will contain an agreement by the insurer that such policies will not be cancelled without at least ten (10) days prior written notice to Lessor. all policies of insurance shall name the Lessor and Lessee as the insured, as their respective kT:erests may appear. xy o cn Qti Page 4 Municipal Lease 8207280230 V a Y 754 12a 8 ' C17Y CLE:iK Civic Centar EdmanQ-. �V, .,_,,. B. Ocn7ation and Acts of Indemnification. A. Lessee shall utilize said property and exercise the rights and privileges herein granted, in such a manner as in no way to interfdre with the operation of Lessor's petroleum distribution operation located on Les- sor's adjoining premises. Lessor shall not be liable to Lessee (except for acts occasioned by the gross or wilful negligence of Lessor, Lessor's agents or employees), or to any person or persons whomsoever, for any injury or damage to persons or property which may result by reason of the access to, use, maintenance, improvement, or operation of said Premises or equipment by Lessee or from the right or use of the right cf access across the Premises by Lessor. Lessee (except for acts occasioned by the gross or wilful negligence of Lessor or Lessor's agents or employees) shall indemnifv and hold harmless Lessor against and from any and all claims arising from Lessee's access to or use, mainte- nance, improvement, or operation of the Premises or from any activity, work, or thing done or permitted or suffered by Lessee in or about the Premises or from the right or use of the right of access accross the Premises by Lessor, and shall further indemnify and hold harmless Lessor against and from any and all claims arising from any breach or default of a performance of any obligation on Lessee's part to be performed under the terms of this Lease or arising from any act of neglect, 'fault, or omission of Lessee or of its agents or employees, and from and against all costs, attor- neys' fees, expenses and liabilities incurred in or about any such claim as described in this subparagraph 8A or any action or proceedings based thereon, and in case any action or proceedings be brought against Lessor by reason of any such claim Lessee shall, upon notice from Lessor, defend the 3207280230 Municipal Lease Page 5 CO N i Lf1 CITY CLERK Chic Center Frlmond5, WasninP!On same at Lessee's expense. Lessee as a material part of the consideration to Lessor hereby assumes all risk of damage to property or injury to persons in or about the leased Prem- ises from any cause whatsoever, except that which is caused by the failure of Lessor to observe any of the terms and conditions of this Lease and if such failure has persisted for an unreasonable time after written notice of such fail- ure, and Lessee hereby waives all claims in respect thereof against Lessor. B. Lessee shall not be liable to lessor, or to any person or persons whomsoever, for any injury or damages to persons or property which may result by reason of the negligent use, maintenance or operation of said Premises or adjoining equipment by Lessor or from the right or negli- gent use of the right of ingress and/or egress to and from and across the Premises granted to Lessor, and Lessor agrees to indemnify and save Lessee harmless from any and all costs, expense, loss or damage which may be incurred or suffered by it by reason of such injury and/or damage. 9, Covenant Bindina Assians. The covenants, conditions and terms of this Lease shall be binding upon the respective parties and their successors and assigns, in the event written assignment is approved as set forth in para- graph 6 hereinabove. 10. Subordination. This Lease, at Lessor's op- tion, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the real property of which the Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, con- solidations, replacements and extensions thereof. Lessee agrees to execute any documents required to effectuate such Z07280 2�0 voL17 5 4 .....� 1 z9 0 Municipal Lease Page 6 Y,: CITY LLrR1[ EdmGods, Jrhrn on subordination or to make this Lease prior to the lien of any ground lease, mortgage or deed of trust, as the case may be. 11. Place of Notice. In the event any written notice or notices required or coptemplated by the terms of this Lease are made by one party to another herein, said written notices shall be directed to the following addresses: LESSOR: Union Oil Company of California 2901 Western Avenue Seattle, Washington 98011 LESSEE: Mavor and City Council City of Edmonds Edmonds Civic Center 205 Fifth avenue North Edmonds, Washington 98020 12. Attorneys' Fees. In the event any action or proceeding is brought by either party against the other under this Lease, the prevailing party shall be entitled to recover for the fees of its attorney in such action or proceeding including costs of appeal, if any, in such amounts as the court may adjudge reasonable as attorneys' fees. In addition, should it be necessary for Lessor to employ legal counsel to enforce any of the provisions herein contained, Lessee agrees to pay all attorneys' fees and court costs reasonably incurred. 13. Premises. Lessee agrees to accept the Prem- ises in their existing condition and understands that the Premises have not been short platted, and in the event it is necessary to short plat the Premises, all costs and respon- sibility for such" snort platting of the Premises or platting of the Premises shall be upon Lessee subject to Lessor's approval. In the event such short platting or platting is J 207280 280 230v. 17 J 4 eAGE � �7 Municipal Lease Page 7 Cfvv CL-ERK Chrc �enfBr �m�hCs. NIBS hin!'t6fr required and is not approved, this Lease shall immediately terminate. 14. Condemnation. In the event of any taking or appropriation of the Premises wklatsoever, Lessor shall be entitled to any and all awards and/or settlements which may be given, and Lessee shall have no claim against Lessor for the - value of any unexpired term of this Lease. IN WITNESS WHEREOF, Union Oil Company of California and the City of Edmonds and on their behalf, their respective officers, have signed and countersigned this instrument, and caused their corporate seals to be hereto affixed, pursuant to authority duly granted, on or before the day and year first above written. LESSOR: UNION OIL COMPANY OF CALIFORNIA By Its Div 'sion Sales 11ana=_ LESSEE: CITY OF EDMONDS By. GJIL.t.•1-c.- Harve H. Harrison Mayor ATTEST:/ f-' I �i}.tct stay C er -.9207280 230 Municipal Lease Page 8 Clr( CL-;'K Clvic :enter STATE OF WASHINGTON ) __ ss. COUNTY OF ) On this day, before me, the undersigned, a Notary Public in and for the above County and State, duly commis- sioned and sworn, personally appeared Q rL of Union Oil Company, to me krcwn to be the individual described in and who executed the within and foregoing instrument, and acknowledged to me that he signed uch instrument as his free and voluntary act and deed for uses and purposes therein mentioned. rIVENnder my hand and official seal this �_ day 19�• i ary Public in an for the State of Wa hingt n, residing at STATE OF WASHINGTCa ss. COUNTY OF c M1 -A On this day.-, tefore me, the undersigned, a Notary, Public in and for = e above County and State, duly commis- sioned and sworn, personally appeared HARVE H. HARRISON and mayor and t�,, yi� Clerk of the City of Edmonds, ^a^municipal corroration,7,espectively, to me known to be the individuals described in and who executed the within and foregoinc instrument, and acknowledged to me that they signed such inst_ument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this -1� day o f �,�-f - 19-ri tary Pub c or the State f Was g residing t 1 29 � Municipal Lease 3 20 r 2"O2I 0 5 �N Page~ 9 V CITY CLERK Civic Center PAmnnris, Washington 7RU� QOlr,ir ' � • �� 8EG1Ul�Ir1G '' i J, f in N Q a ,•' �i�.ti •a.r to Y Rl O V R)� + ��' cY `� fr. • A i �r I 5�9°ta ° �P h v� S �ecordeS L s Note: GPortions of this`,�� � .J� !.•,-\1'`�. '. document poor quality for fiL,ing. Dl: ;C1 1' ' 0: ( ':�i' I'i�!:,' 111;, l)l' I.•�'I' I , SEC'" I ()N '_'( , 'I'(mmsil I P 27 NORTH WA:;IIINGTON A5, I`)[.1,0 . . \': 'i' :I: :i:. CORNI:R of .+A r I) (iOVCI: u•11:N'i LOT I.; THENCE ti(1RT1! 1 10' O(!" !; ,. ;,r.,, :,: !i' l'.?:I :I; IIAPIMIZ r,l NE AS I;:i'I'.11tf, 1;:Ilh:n r1Y TIM l:.\S11!;:1:'1'i''I ".:: .,'. i'!::: TO '11111: 'I'I:l'1: POINT OI' Ill•:(iJNNIW,; THENCE SOI!','li „ 1;1'11�: I" �S'I' •11• .' 1 .::.. :'O 'I'!ili lil';:'I'r:l:f,l' I,ZNF: OF THI: C�R1'�\'r ' IT—oF—WAY TIII':W!: I`I;, • ,;,i,'� I:!..: ,i�';:I: ON I'. MNI-, lil CII 1.1; G VROM AND '1'i,:lr\I,Llir, lJ I'I'll 'I'11I: NU! ':'!l::I:LI' I, L NI'. OF' ' II F []N rON OI.I., C *IPANY WIJARF 7'1''10'O0" W17ti'1' e\1,ONC SAID VARA1,LM, 1,71,117, 398.3 F1:I•:'I' TO SAID IN -A\ 11AItBO!'. I,I;J!:; 'I'!II:NCI: N01:'['ll 17'30'00" I'AST ALONG SAID INNIii: 'tv 'I'lli: TRUE POINT OF rIEGINNiVG. 9 207280230. 4 129,4 I::-.hibiC "A" VOL175 L) MUNICIPAL LEASE AMENDMENT THIS AMENDMENT OF MUNICIPAL LEASE, made and entered into w %0 this 1--71 day of 1986, by and between UNION OIL 41 � COMPANY OF CALIFORNIA, a corporation authorized to do and doing business in the State of Washington, Lessor, and the CITY OF C10 C1 EDMONDS, a municipal corporation, Lessee. This Amendment of .4 m Municipal Lease amends that certain Lease between the parties dated March 19, 1982, and recorded under Snohomish County Record- ing No. 8207280230 (hereinafter the "Lease"). 1 W I T N E S S E T H: 1. The Lessor, for and in consideration of the mutual covenants and agreements hereinafter contained, hereby demises, lets, and leases unto the Lessee, the additional real property described in Exhibit A, a copy of which is attached hereto and by this reference incorporated herein as if fully set forth (the "Additional Premises"), subject to the terms and conditions of the Lease as amended hereby. The Lease shall be amended to include the Additional Premises within the definition of the Premises as referenced in the Lease. �, Gl 2. The second sentence of Paragraph 2 of the Lease shall be deleted in its entirety and §ubstituted with the following language: "In consideration for the lease of the Premises and the Additional Premises, Lessee shall pay all property taxes, assessments, and other charges ("Assessments" herein) which may become due or be levied against the Premises and the Additional Premises, against Lessee, against the activities conducted on the Premises and the Additional Premises, or against improvements placed thereon during the actual term hereof, even though such Assessments may not become due and payable until after cancellation of this Lease. Any such Assessments paid on an annual basis shall be pro -rated as of the date of this Amendment of Municipal Lease. Lessor shall forward copies of all bills, statements, or other receipts for such Assessments to Lessee and Lessee shall pay Lessor the amount due within thirty (30) 1gey1rXC)c_ T,^X thereafter." PEOUIRED 3. Paragraph d of,the Lease shall be amended to add the 199 following at the end of said paragraph: �X�x IhL' �T tF lerlr �r "Lessee understands that the Additional Premises leased to Lessee subject to existing encumbrances. Lessee agrees not to disturb any utility lines now located on the Additional Premises and to notify Lessor and Pacific Northwest Hell in writing thirty (30) days prior to permitting any digging on the Additional - 1 - VOl i9P8PAGLQ3Si: 8608190062 Premises so that Pacific Northwest Bell can locate and mark their underground cable." 4. Lessee acknowledges that the Additional Premises is not contiguous to the Premises described in the Lease or to any public right of way. Lessor makes no representation or guarantee to Lessee regarding access to the Additional Premises. Lessee acknowledges that access to the Additional Premises is the sole responsibility of Lessee. 5. Except as amended herein, the Lease shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the respective officers of Lessor and Lessee have signed and countersigned this Amendment of Municipal Lease as of the day and year first above written, pursuant to authority duly granted. ATTEST: C ty C er LESSOR: UNION OI COMPANY QF—CRb�rTORNIA By Its LESSEE: CITY OF EflMONIS By Its STATE OF CALIFORNIA ) ) Be. COUNTY OFc W) On this day, before me, the undersigned, a Notary Public in and for the above County and State, duly commissioned and sworn, personally appeared, Ai-b- to me known to be the .�..,w of UNION OIL COMPANY OF CALIFORNIA, the corporation that exe uted the within and foregoing instrument, for the uses and purposes therein mentioned, and on oath stated that he is duly authorized to execute such instrument in the name of and on behalf of such corporation. Given under my hand and official seal this /G day of 1986. U � NOTARY PUBLIC i and for theme �;H It WRI��)i4 r� r:atrarrv:uc•rALh(*NTA of California, residing i w�r�� scv IN My Commission expires: ��•rrt a ry cemT :., ►:r�:�j a++ha z9, ISM 4Ret 0983 u:-enr�nmrtr�mm�3innrmumnnm+mnn�m^n;mi _ Z — VOL 1988 8608190062 STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH ) on this day, before me, the undersigned, a Notary Public in and for the above County and State, duly commissioned and sworn, persona f I appeared !MI4 5 . VnU94 W-4/ and 1 L 4UEt IN C r n Mayor and City Clerk of to City of Edmonds, a municipal corpora- tion, respectively, to me known to be the individuals described in and who executed the within and foregoing instrument, and acknowledged to me that they signed such instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this 14 day of 1996. r��,R•rUi�• fir, .� TARY PUBLIC n an [ or t e State of Washington, residing at S� ! rCN �vaL n myw Commission Expires 3j3zLlg0 • i f i 1 • C/'1 C } - b G7 � • xz s C ,D >? N t I I I It - 3 - 9608190062 .•J r7i n O r*i 0 VOL 1988 P"GE 098,1 1 Exhibit A LEGAL DESCRIP?ION n portion of Government Lot 1 and ❑f Tidelands, Lot 1, in Sec- tion 26, Township 27 North, Range 3 East, W.M., in Snohomish County, Washington, lying Westerly Of the westerly line of the Great Northern Railway Company right-of-way as conveyed by instrument recorded in Volume 17 of Deeds, Pege 132, and in Volume 38 of Deeds, Page 412, more particularly described ns follows: Deginning at a ¢pint ❑f intersection of the original westerly line ❑f Great Northern Railway Company's right-of-way, with the North line of said Section 26. said point being 688.03 feet westerly of the North quarter corner of said Section; thence South 42'34'34" West, 54.17 feetp thence South 47'25'26" East 150.00 feet; thence South 42'34'34" Hest, 917.76 feet along the Westerly line of the Great Northern Railway company's right-of-way to the true point of beginning; thence continuing South 42'34'34' West, 123.69 feet to the beginning of a curve t❑ the left having a radius of 1076.60 feet: thence Southerly along said curve 461.66 feet; thence North 88051146' West, 191.56 feet; thence North 18'55'29" East, 583.02 feet; thence South 77,47,26" East; 324.54 feet to the true point of beginning. 8608190062 _ •S 1. CmI� i a � rL' 7 b CD =o T N Cn I 988PAGE0985 Xe, L it, { pA t�Fjl1S�ED� A..R � 8715'►Z8oZ3o '/I . r��/ /13 77.471n1. „mac Zv' w � 4J I CIO' �2' t ,� Pi�GPO�ED LEASE �GT 2-4'.Sa _lo" R=107&•GO L- 46I. ( 9608190062 �htC1F]Cis A 1G tj-e�," titE1`IICEp DamwtiS G}.3 i]T 11GtJ p,( StsS:l , rrcev, ¢ NFrG> 1i► � Gyv 1T s*v31J7] . YaN VOL i988F"ct098G EXHIBIT P� Li 01� 200009130374 09/13/2000 01:29 PM Snohomish P.0011 RECORDED County When Recorded, Return to SHORT CRESSMAN & BURGESS, PLLC Attention Robert E. Hibbs 3000 Wells Fargo Center 999 Third Avenue Seattle, WA 98104 Grantor 1) Port of Edmonds NO EXCISE TAX 2000 BOB DAN'iror,vrjjsr, Gourty ireastuer t;y GGL ❑ANTItjI Grantee 1) Union Oil Company of California Legal Description (abbreviated) Portion of Government Lot 1 in Section 26, Iownship 27 North. Range 3 East, W M Additional on Exhibit A Assessor's Tax Parcel ID # 262703-2001-0001 EASEMENT AGREEMENT This Easement Agreement ("Agreement") is made as of 2000, between the PORT OF EDMONDS, a Washington municipal corporation ("Port"), and the UNION OIL COMPANY OF CALIFORNIA, a California corporation d.b a UNOCAL ("UNOCAL") RECITALS A The Port has constructed a dry stack boat storage facility and other improvements (the "Facility") on real property owned by the Port in an area known generally as the Port of Edmonds South Manna more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference (the "Port Property") B UNOCAL originally owned the Port Property until May 6, 1957, when UNOCAL conveyed the Port Property to the Port pursuant to that certain deed recorded in the real property records of Snohomish County, Washington (Snohomish County Recording Number 1236170) ("Deed"), attached hereto as Exhibit B and incorporated herein by this reference When UNOCAL conveyed the Port Property, it retained a 60- foot-wide access easement ("Access Easement") across the Port Property The Access Easement benefits waterfront property, a wharf, and other property which have continued 273115 v 8/5N4W021/018405 00004 to remain under UNOCAL's ownership ("UNOCAL Property") and are located south of and adjacent to the Port Property The Access Easement is more particularly depicted on a map attached hereto as Exhibit C and incorporated herem�by this reference, which map is a portion of the map attached as Exhibit A to the Deed C. The Facility is constructed over, across, and through the Access Easement and interferes with UNOCAL's use and enjoyment of the Access Easement D The UNOCAL property is currently accessed by an approximately 45 feet wide access road (the "Current Access") to access the UNOCAL Property The Current Access is located to the east of the Access Easement and the Facility and is more particularly descnbed in Exhibit D, attached hereto and incorporated herein by this reference The Current Access is on Port Property and Burlington Northern and Santa Fe Railroad Company's property east of the Facility (the "Railroad Property") E In 1997, the Port applied for various permits and approvals necessary for the demolition of the storage structures located on the Port Property at that time and for the construction of the Facility. On September 16, 1997, the City of Edmonds Hearing Examiner issued a decision in case numbers SM 97-70 and ADB 97-72, approving the Port's applications subject to certain conditions. One of those conditions states that "The issue of UNOCAL's easement across Port property in the location of the proposed dry stack storage facility must be resolved prior to issuance of any building permits for this project." (the "Examiner's Condition.") In January 1999, the City of Edmonds issued a permit for construction of underground utilities on the Port Property (Permit No 990024) In March 1999, the City issued a building permit for the dry stack storage facility (Permit No 990115) The Port commenced construction activities upon issuance of each permit NOW, THEREFORE, in consideration of the agreements contained herein, the parties hereby agree as follows: AGREEMENT 1. Construction Activity . Construction activities have been conducted by or on behalf of the Port. These construction activities include, but are not limited to, construction and installation of curbing across the entire south end of the Access Easement, and location of equipment and meters within the Access Easement, the construction of a sewer lift station, the construction of stacked storage structures, and the installation of an electrical control panel in the Access Easement. 2. No Interference The Port agrees and covenants that, as to property within 273115 v st!sn4v. 02 ro►84o5 �o� 20 0 0 0 9 1 3 U 374 2 the Current Access which is also within the New Easement granted hereafter, no future construction activities conducted by or on behalf of the Port on the Port Property, whether or not associated with the Facility, will render unusable or impassable, block, or otherwise interfere with any use permitted or actually made of the Current Access by or on behalf of UNOCAL. 3. Grant of New Easement. The Port hereby grants to UNOCAL a new 60- foot wide permanent easement across the Port Property in the form and at the location as described in the attached Exhibit E (the "New Easement") UNOCAL shall have the right to record the New Easement against the Port Property. 4. Improvements to New Easement. a. Construction of Improvements to Easterly 40 feet of New Easement. Upon UNOCAL's request, the Port shall promptly present a schematic to UNOCAL for redesign of the easterly 40 feet New Easement Following UNOCAL's approval of said schematic, the Port shall commence design permitting and construction of the roadway to City Standards (the "Improvements") and designed to the satisfaction of UNOCAL. The Port agrees that it shall commence and proceed with all due diligence the design, permitting, construction and approval of the Improvements such that the Improvements shall be completed as soon as possible but in any event no later than one hundred eighty (180) days from issuance of final permit b. Improvements to Westerly 20 Feet of New Easement. If (i)at any time the improvement of the Westerly 20 feet of the New Easement is needed in connection with the development of the UNOCAL Property, (u) UNOCAL deems its rights or interests in the New Easement, as being in jeopardy of being reduced or altered in any way, or (iii) if required by lawful order of an administrative agency with jurisdiction, or by direction of the Edmonds City Council, then, UNOCAL or its successor or parties other than the Port shall improve the westerly 20 feet of the New Easement with a roadway, curbs, sidewalks, drains and lighting constructed to City Standards (the "Improvements") and designed to the satisfaction of the improving party. 5. Maintenance of New Easement The Port agrees and covenants that it shall be responsible for maintaining the easterly 40 feet of the New Easement in good physical condition and in conformance with City Standards at all times and will reimburse UNOCAL for all costs or expenses incurred by UNOCAL in connection with said maintenance The Port shall have no obligation to maintain the westerly 20 feet of the New Easement Should the City of Edmonds accept as a dedicated right-of-way and agree to maintain the New Easement or a portion thereof, then in that event the Port's obligation to maintain shall cease as to that portion L:NOCAL agrees to cooperate in the dedication of said easement to the City The Port shall keep the New Easement free and 273115 v 9/5 OW0?';019405 M04 200009130374 clear of all impediments and interferences, including, but not limited to, any existing or hereafter constructed improvements or structures If any such impediments or interferences exist in the New Easement at any time after the UNOCAL Notice, the Port shall be required and hereby covenants to remove them immediately or to repair the New Easement so that access is no longer impeded 6. Termination of Access Agreement UNOCAL and the Port agree to the immediate termination of the Access Easement described on Exhibit C 7. Future Realignment. In the event that the Port acquires additional property from BNSF (of equivalent width, accessibility and configuration to the New Easement) easterly to the New Easement, UNOCAL, and its successors in interest, agree that the New Easement, and Additional Easement may be moved east onto such property as may be acquired All costs of the movement of the easements and improvements shall be at the expense of the Port In the event that any part of the New Easement or Additional Easement has been dedicated to the City, such realignment shall be accomplished pursuant to a vacation and realignment agreement 8. Authority to Execute. Each person executing this Agreement represents that he or she is authorized to enter into this Agreement on behalf of the party that such person represents on the terms and conditions herein stated 9. Covenants Running With the Land The terms of this Agreement are intended to be and shall constitute covenants running with the land, and shall inure to the benefit of the LTIOCAL Property and shall burden the Port Property The covenants shall be binding upon the Port, as owner of the Port Property, and upon successors to and assigns of the Port Property 10. Right to Record UNOCAL shall have the right to record this Agreement in the real property records of Snohomish County, Washington UNOCAL shall pay all fees and charges incurred in connection with such recording and shall upon request provide the Port with a copy of the recorded document 11. Counterpart Execution. This Agreement may be executed in counterparts, each of which shall constitute an original and all of vc,hich together shall constitute one and the same document 12. Governing Law. All questions concerning the interpretation or application of provisions of this Agreement shall be decided according to the laws of the State of Washington. Venue for any legal action relating to this Agreement shall be in the court with appropriate jurisdiction in Snohomish County, Washington 273115 v 815NAW0211o1&105 0000.1 20000 g j 30374 13. Notices Any notices required or permitted hereunder shall be mailed by certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto - If to UNOCAL: Gary E. Gunderson UNOCAL 11720 Unoco Road, Bldg C P O Box 2004 Edmonds, WA 98020 (425) 640-7612 With copies to Nargis Choudhry, Esq UNOCAL 376 Valencia Ave. Brea, California 92823 (714) 577-1688 and to - Robert E. Hibbs, Esq. SHORT CRESSMAN & BURGESS, PLLC 3000 Wells Fargo Center 999 Third Ave Seattle, Washington 98104 (206) 682-3333 If to the Port of Edmonds: William Toskey Port of Edmonds 336 Admiral Way Edmonds, WA 98020 with a copy to. Walter Sellers 402 5``' Ave So. 273115 v 8/5T`4W0211018405 00004 200 0" 913 0 3 7 4 Edmonds, WA 98020 (425) 670-8138 (Fax) 4 14. Recitals The recitals are hereby incorporated herein by reference 15. Successors and Assigns This Agreement and the provisions herein shall be binding upon and inure to the benefit of the parties' respective successors and assigns EXECUTED as of the day and year first above written PORT OF EDMONDS By Name `'S -Vk Title UNION OIL COMPANY OF CALIFORNIA C Name PG STERN, MANAGER WESiEF?�SETS Title ASSET MANAGEMENT GROUP 273115 v 8!5N4w021101 M05 00004 20000 9 130 3 7 4 STATE OF WASHINGTON ) )ss: COUNTY OF SNOHOMISH ) I certify that I know or have satisfactory evidence that V%11; " Tosku, , is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he/she was authorized to execute this instrument and acknowledged it as the.,J� of PORT OF EDMONDS, a municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument DATED &0 2000 WALTER C SELLERS NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES DECEMBER 29, 2002 &--- Phn _ arne• Q d�,-M C _ --) t-1 �k-fff '.NOTARY PUBLIC in and for the State of Washington, residing at My Appointment expires�- (Use this space for notarial stamp/seal) STATE OF CALIFORNIA } )ss COUNTY OF ORANGE ) On before me, a Notary Public in and for said county and state, appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that hey she executed the same in his/her authorized capacity as of Union Oil California, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed this instrument. WITNESS by hand and official seal Signature (Seal) 200009130374 #273115 v5 - Unocal Easement Agreement/5N4W02'/018405 00004 STATE OF CALIFORNIA COUNTY OF ORANGE I SS, ON SEPTEMBER 8, 2000 BEFORE ME, HEIDI A WOLLNER NOTARY PUBLIC , PERSONALLY APPEARED P C STERN , PERSONALLY KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE INSTRUMENT THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE INSTRUMENT WITNESS my hand and official seal NOTARY'S SIGNATURE MUCK A. WOLitQ 0 12M21 40,0V m3rc . C. samm MyC7,r MFirmsMW1&=4 ATTENTION NOTARY Although the information requested below Is OPTIONAL, It could prevent fraudulent attachment of this certificate to unauthonzed document DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT Easement Agreement NUMBER OF PAGES 6 page document lus exhibits A, B & C DATE OF DOCUMENT September 8, 2000 CAPACITY OF SIGNER Manager, Western Division Assets Asset Mana ement Grou SIGNER REPRESENTS Union Oil Comnanv of California, a Caffom:a_corporation SIGNER(S) OTHER THAN NAMED ABOVE William M Toskey, Executive Director, Port of Edmonds 20000 9130374 Exhibit A Legal Description of Port Property Portion of Government Lot 1 in Section 26, Township 27 Forth, Range 3 East, W M more specifically described as follows Beginning at a point of intersection of the original westerly line of Great Northern Railway Company's right-of-way with the north line of said Section 26, said point being 688 03 feet westerly of the north one -quarter corner of said section as the true point of beginning, thence south 41 ° 12' west 54 17 feet, thence south 48' 48' east 150.0 feet, thence south 41 ° 12' west 765.65 feet along the westerly line of the Great Northern Railway Company's right-of-way; thence north 48' 48' west 418 11 feet, more or less, to point of intersection with the Inner Harbor Line, thence north 17' 30' east along said Inner Harbor Line to its point of intersection with the northerly line of said Section 26 as extended, thence north 89' 42' east (also known as north 89' 42' west in Port of Edmonds deed description) 603 93 feet, more or less, to the true point of beginning, said parcel containing 8.18 acres, more or less 20000 9130► 3 7 4 #273115 v5 - Unocal Easement Agreement/5N4W021/018405 00004 EDMONDS TANK FARM 93-253-14 EASEMENT LEGAL DESCRIPTION ACROSS PORT PROPERTY JANUARY 28, 1999 REVISED MARCH 9, 2000 THAT PORTION OF GOVERNMENT LOT 1, SECTION 26 TOWNSHIP 27 NORTH, RANGE 3 EAST, W M IN SNOHOMISH COUNTY, WASHINGTON LYING WITHIN A PARCEL OF LAND CONVEYED TO THE PORT OF EDMONDS BY INSTRUMENT RECORDED UNDER SNOHOMISH COUNTY RECORDING NO 1236170 AN FURTHER DESCRIBED AS FOLLOWS BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 26, THENCE NORTH 88*56'17* WEST ALONG THE NORTH LINE THEREOF 688 03 FEET TO THE NORTHEAST CORNER OF SAID PORT PROPERTY AND THE TRUE POINT OF BEGINNING, THENCE SOUTH 42033'31" WEST 5417 FEET TO AN ANGLE POINT IN SAID PORT PROPERTY, THENCE SOUTH 47"26'29" EAST ALONG SAID PORT BOUNDARY 46 72 FEET, THENCE SOUTH 11 "2626" WEST 199 84 FEET TO THE EASTERLY LINE OF SAID PORT PROPERTY, THENCE SOUTH 42033,31" WEST ALONG SAID EASTERLY LINE 594 64 FEET TO THE SOUTHEASTERLY CORNER OF SAID PORT PROPERTY, THENCE NORTH 47°26'29" WEST ALONG THE SOUTHWESTERLY LINE OF SAID PORT PROPERTY 60 00 FEET, THENCE NORTH 42033'31' EAST 577 93 FEET, THENCE NORTH 11 026'26' EAST 212 85 FEET, THENCE NORTH 42°33'31' EAST 3913 FEET TO THE NORTH LINE OF SAID PORT PROPERTY, THENCE SOUTH 88056'17" EAST 28 68 FEET TO THE TRUE POINT OF BEGINNING WRITTEN WVS CHECKED GBO AIM TRIAD ASSOCIATES 11814 115th Avenue N E Kirkland, WA 98034 (425)821-84481 Fax (425)821-3481 20000 91303"74 EXH(C1T SCALE IN FEET 100 0 100 200 INNER HARBOR LINE I m a 1y o �aYa UNION Oil 60 EASEMENT -� RECORDING NO^1236170 of Io o -- WESTERLY 20' N41'12'00'E 577 CONCRETE MONUMENT IN CASE SOUTIIEASTERLY CORNER PORT OF ED MONDS PROPERTY �� 1'$ i S41'12'00'W 59456' (CALC) N48 48'00"W 30 00' - s�- NORTH LINE SECTION 26. st+� T 27N , R 3E , W M 'PJ. CONCRETE - MONUMENT IN CASE S41 12'00"W /51 .SO' 05 F'/ 86' (CALC) 577 93' (DESC) 7-,,,�U -- 594 64' (DESC) y1aD, LEASE FROM RAILROAD S41'12'00'W 76565' S4 1' 12 00' W 966 50' BURLINGTON NORTHERN SANTA FE RAILROAD 728 134th Street SW' Suite 200 EASEMENT EXHIBIT SCALE 1- = 100' • 1 FOR DATE 08-21-00 DR AWP 1 1 1 Everett, Washington 98204 PORT OF EDMONDS JOB 22-97--003 CK MGM Ph: 425 741—M EDMONDS, WASHINGTON I \22\97\003\EASE082.100 DWG LINE TABLE `°"'r L1 S41'12'00-W 54 17' L2 S48'48'00'E 46 72' L3 N41'12'00"E 42 05' (CALC) 39 13' (DESC) L4 N89'42'00"E 26 71' (CALC) 28 68' (DESC) CONCRETE L3 MONUMENT L4 IN CASE .6Bs2 ., ADMIRAL WAY N41 12'00"E 309 71' r� 1 �7. 8 �j. N91 -- WESTERLY LINE 6S RAILROAD RIGHT OF WAY NORTH OUARIER COR14ER r SECTION 26, rOWNSIIIP 27 NORTH, RANGE 3 EAS I. W M 4555-1i In 79' 1 n rn� C7 X x 6 :0 2!m QyR1 AC7� _N "4 �a 37 T ca 4n CDP 0 x �+a¢ � m Z� Property # 9925899 Client COPY Escrow No.: 00--A- O, 7 Date Escrow Opened: ell/ Escrow Holder: CMJCN 6-4 71TL e- AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR SALE OF REAL PROP� AND ESCROW INSTRUCTIONS (this "Aareein� t"} is made and entered into this day of , 2001, by and between the CITY OF EDMONDS, a Washington municipal corporation ("BUYER"), and UNION OIL COMPANY OF CALIFORNIA, a California corporation ("COMPANY"). RECITALS: A. COMPANY is the owner of certain real property in the City of Edmonds, County of Snohomish, State of Washington, including certain land (the "Uplands") and certain fee -owned tidelands (the "Tidelands"), all as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the Uplands and the Tidelands collectively, the "Real Property"), commonly known as Edmonds Marina Beach. The Real Property is improved with the improvements described on Exhibit A- 1 attached hereto and incorporated herein by this reference (the "Improvements"). The Real Property and the Improvements are collectively referred to herein as the "Pro e ". COMPANY reserves the right to revise the legal description attached as Exhibit A upon receipt of the Preliminary Report and/or an ALTA survey obtained by BUYER pursuant to Section 4.3.2, and in the event of condemnation or taking as further described in Section 3.3. B. The State of Washington, Department of Natural Resources, is the lessor, and COMPANY is the lessee, under that certain Harbor Area Lease No. 22-002684 dated February 1988 (together with any amendments thereto, the "DNR Lease") with respect to certain leased tidelands (the "DNR Lease Lands"). COMPANY will assign all of its right, title and interest in and to the DNR Lease to BUYER, to the extent that it is assignable, pursuant to the terms of this Agreement. The DNR Lease requires the consent of DNR to any assignment of the DNR Lease, and the parties understand and agree that BUYER will be responsible for obtaining DNR's consent in connection therewith. C. COMPANY is the lessor, and BUYER is the lessee, under that certain Municipal Lease dated March 19, 1982, as amended by Municipal Lease Amendment dated July 14, 1986 (together with any further amendments thereto, the "BUYER Lease"). The parties will terminate the BUYER Lease, pursuant to the terms of this Agreement. D. The Improvements include a dock/pier, a portion of which is located on the Real Property, a portion of which extends into the DNR Lease Lands, and a portion of which extends beyond the DNR Lease Lands. COMPANY will convey all of its right, title and interest in and to the Improvements, including the dock/pier, to BUYER pursuant to this Agreement. E. BUYER intends to use the Property for public park, beach, open space or other public purposes in compliance with all applicable laws and regulations. The parties intend that the Property be -1- 3113 85.5/018405.00004 permanently restricted to such uses, and BUYER understands and acknowledges that such restrictions in perpetuity are a material inducement to COMPANY to enter into this Agreement. F. COMPANY currently owns various parcels of real property to the east of the Property (" ' Ad' cfnt P o e ") as more particularly described in Exhibit I attached hereto and incorporated herein by reference. COMPANY expects to own COMPANY's Adjacent Properties immediately after Close of Escrow hereunder, but intends to ultimately sell or otherwise convey COMPANY's Adjacent Properties sometime after Close of Escrow hereunder. COMPANY's conveyance of the Property is expressly subject to the reservation of certain easements in favor of COMPANY and benefitting COMPANY's Adjacent Properties, as further described in this Agreement and the exhibits hereto. G. BUYER has offered to purchase and COMPANY has offered to sell the Property to BUYER, as well as to assign the DNR Lease to BUYER to the extent that it is assignable, upon the terms and conditions contained herein. AGREEMENT: In consideration of the above recitals, which are hereby incorporated herein by this reference, the premises and the mutual covenants, agreements and conditions hereof, the parties agree as follows: Section 1. Purchase Price 1.1 Sale and Purchase. BUYER hereby agrees to purchase and COMPANY hereby agrees to sell the Property, upon the terms and conditions contained herein. 1.2 Purchase Price. The total purchase price to be paid by BUYER for the Property is Three Million One Hundred Thousand and no/100 Dollars ($3,100,000.00) (the "Purchase Price"). 1.3 Earnest Moiney Deposit. The earnest money deposit shall be comprised of two payments, as follows: 1.3.1 FiLDom. Contemporaneously with BUYER's execution of this Agreement, BUYER shall provide to COMPANY, along with three (3) copies of this Agreement fully executed by BUYER, a cashier's check made payable to Escrow Holder (as defined in Section 4.1) in the amount of Twenty -Five Thousand and no/100 Dollars ($25,000.00) ("First D p si ") as consideration for this Agreement. Failure of BUYER to provide such cashier's check with the executed copies of this Agreement shall mean that this Agreement shall not be executed by COMPANY and escrow will not be opened. COMPANY shall forward the cashier's check to the Escrow Holder along with the fully executed copies of this Agreement to open escrow. Escrow Holder shall deposit the First Deposit in an interest bearing account. Notwithstanding anything contained herein to the contrary, however, in the event COMPANY, in its sole and absolute discretion, elects to open escrow without receipt of a cashier's check for the First Deposit, such election shall not constitute a waiver by COMPANY of BUYER's obligation to pay the First Deposit. 1.3.2 Second Deposit. If BUYER should fail, on or before July 2, 2001 (which is the First Contingency Termination Date, as further described in Section 2.1.2 below), to provide notice in writing to Escrow Holder and COMPANY of disapproval of any of BUYER's Contingencies or Mutual Contingencies which are subject to the First Contingency Termination Date, then BUYER shall no later than July 2, 2001 deposit into escrow an additional cashier's check made payable to Escrow Holder in the amount of Twenty -Five Thousand and no/100 Dollars ($25,000.00) ("Second Deposit") as additional -2- 3 113 85.5 /018405.00004 consideration for this Agreement, bringing the total amount of the earnest money deposit to $50,000.00 (the First Deposit and the Second Deposit collectively, the "Deceit"). Escrow Holder shall deposit the Second Deposit into an interest -bearing account. Failure of BUYER to timely deposit the Second Deposit with Escrow Holder shall terminate this Agreement and escrow shall be cancelled with no further liability by either party to the other party except as set forth herein, and BUYER shall pay all escrow fees. 1.3.3 Disbursement / RefundabiliV. (a) First De On July 2, 2001, the First Deposit (i) shall be immediately disbursed by Escrow Holder to COMPANY without any further instructions from the parties hereto, and (ii) shall become nonrefundable in any event, but will remain applicable to the Purchase Price to the extent that escrow closes pursuant to the terms of this Agreement. (b) Second Deposit. On November 30, 2001 (which is the Second Contingency Termination Date, as further described in Section 2.1.6 below), the Second Deposit (i) shall be immediately disbursed by Escrow Holder to COMPANY without any further instructions from the parties hereto, and (ii) shall become nonrefundable in any event, but will remain applicable to the Purchase Price to the extent that escrow closes pursuant to the terms of this Agreement. 1.4 COMPANY's E han e O t n. Prior to the "Close of Escrow", as defined in Section 4.7 hereof, COMPANY may elect, in writing, to have this transaction be concluded as an exchange as to COMPANY under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. BUYER shall cooperate with COMPANY to effect such exchange; provided, however, that BUYER shall incur no extra costs with respect to such exchange. Section 2. Conditions Outside of Escro 2.1 in nci . BUYER's and COMPANY's obligations to consummate the transaction described herein are contingent upon the fulfillment of the matters described below: 2.1.1 COMPANY's Disclosures. Within thirty (30) days from the date escrow opens, COMPANY shall provide to BUYER copies of the following documents, which are hereinafter referred to as "Disclosure Documents" (i) environmental reports provided to the Washington State Department of Ecology and/or to other governmental agencies in connection with the Property and/or the DNR Lease Lands, if any; and (ii) pertinent leases, contracts, soils engineering reports, soils compaction reports, toxic and geological studies, endangered species studies, conserved habitat and/or wetlands studies, development agreements, letters or reports received from governmental entities and other documents pertaining to the Property and/or the DNR Lease Lands (excluding, however, any documents disclosed on the Preliminary Report or any supplementary report). The Disclosure Documents include only those documents in existence and actually known to (i) Gary Gunderson, the Property Manager of COMPANY with the most recent direct responsibility for the Property, and (ii) Mark Brearley, the Project Professional at COMPANY with the most recent direct responsibility for the Property, which the foregoing each reasonably believes would be material to a reasonable person or entity purchasing the Property and accepting an assignment of the DNR Lease to the extent that it is assignable for the intended use, without having made an independent investigation of the files concerning the Property and DNR Lease Lands. A list of the Disclosure Documents is set forth on Exhibit B attached hereto and incorporated herein by this reference ("Disclosure Documents"). COMPANY shall also provide to BUYER a preliminary report for an Owners 1970-B standard title policy (the "Prelimingj3� Report") prepared by Chicago Title Company (", itle Company"). In addition to disclosures contained in the Disclosure Documents and disclosures made elsewhere -3- 3113 85.5/018405.00004 in this Agreement, including the exhibits hereto, COMPANY hereby discloses to BUYER the following matters which BUYER may wish to investigate during its due diligence of the Property and the DNR Lease Lands: (i) there is a trestle for pedestrian access, utilities and pipes, that spans the adjacent Burlington Northern Santa Fe (`BNSF") right-of-way, which improvements extend from COMPANY's Adjacent Properties into the Uplands, (ii) ownership of the trestle will remain in favor of COMPANY following Close of Escrow, with the trestle located in easement areas which will be reserved in favor of COMPANY in the deed conveying the Real Property pursuant to this Agreement, and (iii) there may be construction and/or demolition activities contemplated to be performed either before or after Close of Escrow in connection with such trestle. 2.1.2 B General Duc Diligence. BUYER shall have until July 2, 2001 (the "First Contingency Termination Date") to inspect the Property and DNR Lease Lands; perform tests; satisfy itself as to the economic feasibility of the transaction (except with respect to BUYER's financing to the extent set forth in Section 2.1.5 below, for which the Second Contingency Termination Date as defined in Section 2.1.5 will apply); and review and approve all studies, documents and other matters which BUYER determines necessary, including but not limited to the Disclosure Documents; the Preliminary Report upon the terms and conditions contained in Section 4.3.1 and subsections thereto; sediment and soils engineering, methane, toxic and geological studies; easements; endangered species, habitat and wetlands issues; requirements and conditions of governmental bodies with jurisdiction, including appropriate zoning and applicable ordinances; the condition of the Improvements including but not limited to asbestos and lead paint issues; and to satisfy itself in all respects regarding the condition of the Property and the DNR Lease Lands. 2.1.3 BLT ER's Invasive Environmental Testing. BUYER may conduct at its sole cost and expense intrusive or invasive sampling or chemical analysis of samples of environmental media taken from the Property or the DNR Lease Lands ("Phase iI Testing") prior to the First Contingency Termination Date only if BUYER first submits a written workplan for such Phase II testing to COMPANY and COMPANY approves said workplan. Such approval shall not be unreasonably withheld or delayed, but may be conditioned at the reasonable discretion of COMPANY. In the event COMPANY disapproves the workplan, BUYER may, at its option, cancel this Agreement pursuant to Section 2.2 below. In the event BUYER conducts Phase II Testing, BUYER shall provide COMPANY, at no cost or expense to COMPANY, a true and correct copy of the report of the Phase II Testing immediately upon receipt. BUYER may disapprove the condition of the Property or the DNR Lease Lands based on the report of the Phase II Testing. Such disapproval must be in writing and be received by Escrow Holder and the COMPANY prior to the First Contingency Termination Date. 2.1.4 Qther New Environmental Information. In addition to invasive environmental testing pursuant to the provisions of Section 2.1.3, if either BUYER or COMPANY, on or before the Close of Escrow, discovers any information regarding the environmental condition of the Property or the DNR Lease Lands, including, but not limited to information indicating the actual or suspected presence of Contamination (as defined in Section 5.3 below), which information was not contained in the Disclosure Documents, then the party discovering such information shall provide it to the other party immediately. The disclosure of such information shall include, without limitation, providing the non -discovering party with a true and correct copy of any report in which such information is contained at no cost or expense. BUYER may disapprove the condition of the Property or the DNR Lease Lands based on any disclosure made pursuant to this Section 2.1.4. Such disapproval must be in writing and be received by Escrow Holder and the COMPANY prior to the First Contingency Termination Date or within no more than five (5) days -4- 3113 85.5 /018405.00004 after receipt of the disclosure by the receiving party, whichever occurs later, but in any event before Close of Escrow. 2.1.5 DNR Consent to Assignment or Tennination of DNR Lease. BUYER shall obtain, prior to the First Contingency Termination Date, DNR's consent to COMPANY's Assignment of the DNR Lease to BUYER or Termination of the DNR Lease, with the Assignment or Termination to be effective only upon Close of Escrow hereunder. BUYER agrees and covenants that it will endeavor to obtain DNR's consent as soon as possible after performing sediment testing pursuant to the terms of Section 2.1.3. If BUYER is unable to obtain DNB's consent by the First Contingency Termination Date, then either BUYER or COMPANY shall have the right to terminate this Agreement upon written notice to Escrow Holder and to COMPANY. COMPANY shall cooperate with BUYER by requesting DNR assign or terminate the lease. Such request shall occur in writing as soon as possible after execution of this Agreement. COMPANY shall not be required to make any payments to DNR or otherwise make any expenditures in support of the Assignment or Termination of the DNR lease. 2.1.6Financing Contingency. BUYER requires certain financing and funding to complete the purchase contemplated herein. BUYER shall make application for such financing as it deems necessary and shall obtain such financing from whatever source BUYER deems appropriate on or before November 30, 2001 (the " e c Termination Date"). If BUYER is unable to obtain financing satisfactory to BUYER for the purchase of the Property on or before the Second Contingency Termination Date, then BUYER must give written notice to Escrow Holder and to COMPANY terminating this Agreement on or before the Second Contingency Termination Date. Waiver of BUYER's Financing Contingency is subject to Buyer's sole and complete discretion. 2.2 Satisfaction Qr Waiver of Coli 2.2.1 The contingencies specified in Sections 2.1.1, 2.1.2, and 2.1.6 are for the benefit of BUYER and are sometimes referred to herein as "B tin n ". The contingencies specified in Sections 2.1.3, 2.1.4, and 2.1.5 are for the benefit of both COMPANY and BUYER and are sometimes referred to herein as "Mutual Contingencies". In addition, certain matters in Section 2.1.1 are not contingencies but are disclosures for the benefit of both parties. 2.2.2 If BUYER shall fail, on or before the First or Second Contingency Termination Date, as applicable, to provide notice in writing to Escrow Holder and COMPANY of disapproval of any of BUYER's Contingencies or Mutual Contingencies, then BUYER shall be deemed to have approved or waived such Contingencies and elected to continue with the transaction described in this Agreement. 2.2.3 If BUYER provides notice in writing of disapproval of any of BUYER's Contingencies or Mutual Contingencies to Escrow Holder and COMPANY within the time frames set forth in this Agreement, this Agreement shall be canceled. Similarly, if COMPANY provides notice in writing of disapproval of any of the Mutual Contingencies to Escrow Holder and BUYER within the time frames set forth in this Agreement, this Agreement shall be cancelled and payments made by BUYER to COMPANY pursuant to Sections 1.3.1 and 1.3.2 shall be refunded to BUYER. 2.2.4 Should BUYER or COMPANY elect to cancel under this Section 2.2, (a) this Agreement shall terminate, (b) escrow shall be canceled with no further liability by either party to -5- 3113 85.5/018405.00004 the other party except as otherwise set forth herein, (c) the Deposit shall be treated in accordance with Sections 1.3.3, 2.2.3, and 4.2, and any other sums paid into escrow by BUYER or COMPANY, if any, shall be returned to BUYER or COMPANY, respectively, and (d) the canceling parry shall pay all escrow fees, provided, however, if this Agreement is canceled pursuant to disapproval of any of the BUYER's Contingencies, BUYER and COMPANY shall each pay one-half (1/2) of all escrow fees. 2.2.5 In the event this Agreement is terminated under this Section 2.2 or otherwise before Close of Escrow, BUYER shall, within fifteen (15) days after such termination, return all Exhibit B documents previously provided to BUYER, and shall further provide to COMPANY copies of all surveys, environmental, and engineering studies generated by or on behalf of BUYER concerning the Property and the DNR Lease Lands at no cost or expense to COMPANY, other than the actual cost of photocopying such materials. Section 3. Matters During _Escrow 3.1 License. From and after execution of this Agreement by COMPANY, COMPANY agrees to allow BUYER or its agents, employees, officers, attorneys and other representatives to enter the Property during the escrow period at BUYER's expense and risk to make any investigation of the Property required by BUYER. However, notwithstanding anything in this Agreement to the contrary, should BUYER wish to enter the Property for any purpose during the term of the escrow, including but not limited to BUYER's review of matters relating to the Property and the DNR Lease Lands as described in Section 2.1 hereof, BUYER shall first provide written notice thereof to COMPANY setting forth in detail BLYER's purpose for entering onto the Property and/or the DNR Lease Lands and the time or times BUYER wishes to make such entry. COMPANY shall thereupon have the right to approve or disapprove such entry in writing. Such approval shall not be unreasonably withheld or delayed, but may be conditioned at the reasonable discretion of COMPANY. The Property and the DNR Lease Lands are the subject of existing leases with the Washington State Department of Natural Resources and with BUYER, and BUYER shall not enter onto the Property or the DNR Lease Lands except in compliance with such leases. 3.2 Insurance. During the escrow period, BUYER, before entering the Property or the DNR Lease Lands, and at its own expense, shall procure and maintain during the performance of its obligations under this Agreement, policies of liability insurance in the State of Washington reasonably acceptable to COMPANY, which are primary as to any other existing, valid and collectible insurance insuring BUYER against loss or liability caused by or in connection with the performance of this Agreement by BUYER, its agents, servants, employees, invitees, guests, contractors or subcontractors, in amounts not less than: 3.2.1 Commercial General Liability Insurance Occurrence Form, or the equivalent, including Blanket Contractual Liability, with a combined single limit of ONE MILLION DOLLARS ($1,000,000) each occurrence, TWO MILLION DOLLARS ($2,000,000) aggregate, for Bodily Injury and Property Damage, including Personal Injury. 3.2.2 Comprehensive Automobile Liability Insurance or Business Auto Policy covering all owned, hired or otherwise operated non -owned vehicles, with a minimum combined single limit of ONE MILLION DOLLARS ($1,000,000) each occurrence for Bodily Injury and Property Damage. 3.2.3 Workers' Compensation Insurance as required by law, and Employers' Liability Insurance with a minimum limit of ONE MILLION DOLLARS ($1,000,000) each occurrence. -6- 3113 85.5/018405.00004 The policies of liability insurance shall name "COMPANY Group" (as that term is defined in Section 6) as an additional insured and shall not exclude or restrict coverage based upon alleged or actual negligence of an additional insured. BUYER shall deliver to COMPANY a certificate of insurance and additional insured endorsements evidencing the existence of the policies and further evidencing that coverage will not be canceled or materially changed prior to forty-five (45) days' advance written notice to COMPANY. Subrogation against COMPANY and the COMPANY Group shall be waived as respects all of the insurance policies set forth above (including without limitation policies of any subcontractor). The insurance required hereunder in no way limits or restricts the Indemnification in Section 6, nor is the insurance to be carried limited by any limitation in Section 6, nor by any limitation placed on the indemnity as a matter of law. Any deductible amount, which shall not exceed One Thousand Dollars ($1,000), is the responsibility of BUYER. For purposes of this Agreement, the provisions of this Section 3.2 shall be satisfied by the insurance provisions described in that certain letter from the CITY's insurance authority to COMPANY dated May 26, 2000 entitled "Evidence of Coverage" and referencing "Cert. #: 1918", attached hereto as Exhibit C and incorporated herein by this reference. CITY hereby represents to COMPANY that said insurance covers all items and activities covered by the types of insurance described in sections 3.2.1, 3.2.2, and 3.2.3. COMPANY is specifically relying on the representations of the CITY relative to the existence and availability of this insurance. 3.3 Condemnation. In the event that any condemnation or eminent domain proceedings affecting all or any part of the Property or the leasehold interest under the DNR Lease are initiated prior to Close of Escrow by any entity other than BUYER, BUYER or COMPANY may, at any time thereafter, terminate this Agreement by written notice to the other party and Escrow Holder prior to the Close of Escrow, and Escrow Holder shall return all funds and documents then held in escrow to the party depositing the same, or, alternatively, if neither party elects to terminate this transaction, such transaction shall be consummated, in which event COMPANY shall assign to BUYER all of its right, title and interest in and to any award made or to be made in connection with such proceedings and shall permit BUYER to conduct all negotiations and enter into all agreements with respect thereto. In no event shall any such transfer reduce the Purchase Price or delay Close of Escrow hereunder, but any proceeds or awards related thereto shall be assigned by COMPANY to BUYER at Close of Escrow hereunder. The parties agree that any condemnation or taking of any portion of the Property or the leasehold interest under the DNR Lease by Sound Transit or a related entity pursuant to the contemplated Edmonds Crossing Project prior to Close of Escrow hereunder shall not be deemed to be a condemnation or taking subject to the provisions of this paragraph, and that there will be no reduction in the Purchase Price with respect thereto. Further, BUYER agrees and covenants that it will not commence any condemnation or eminent domain proceedings against COMPANY with respect to the Property or the leasehold interest under the DNR Lease during the term of this Agreement. 3.4 Risk of Loss. Risk of loss with respect to the Property and the DNR Lease Lands shall pass to BUYER at the Close of Escrow. In the event of any material damage or destruction to the Property or the DNR Lease Lands prior to the Close of Escrow (which, for the purposes of this Agreement shall mean damage or loss which is greater than Five Thousand Dollars ($5,000.00) to repair or restore), BUYER shall elect in writing, in its discretion, whether to close this transaction or to terminate this Agreement; provided, however, that in no event shall COMPANY be liable to repair or restore the Property or the DNR Lease Lands or any part thereof unless it agrees in its sole discretion to do so, nor shall the Purchase Price be reduced in any event. Section 4. Escrow. -7- 3113 85.51018405.00004 4.1 Opening of Esc . BUYER and COMPANY agree that an escrow shall be opened within ten (10) days after the date hereof, with Chicago Title Company, as escrow holder ("Escrow Holder"). Three (3) duplicate originals of this Agreement shall be deposited in said escrow. Escrow Holder is hereby instructed to fill in the information on the first page of this Agreement and to send a duplicate original of this Agreement promptly to BUYER and COMPANY. This Agreement shall become a part of the escrow and shall constitute the basic instructions of BUYER and COMPANY to Escrow Holder. However, both BUYER and COMPANY agree to execute such additional instructions and documents as are reasonably required to complete the closing of the sale of the Property in accordance with the terms and conditions of this Agreement. In case of conflict, this Agreement shall govern. 4.2 LIQIZIDATED DAMAGES E: 4.2.1 AS FURTHER DESCRIBED IN SECTION 1.3 AND 2.2.3, ON DULY 2, 2001, THE FIRST DEPOSIT WILL BECOME FULLY NONREFUNDABLE AND WILL BE DISBURSED BY ESCROW HOLDER TO COMPANY, AND ON NOVEMBER 30, 2001 THE SECOND DEPOSIT WILL BECOME FULLY NONREFUNDABLE AND WILL BE DISBURSED BY ESCROW HOLDER TO COMPANY. IF ESCROW FAILS TO CLOSE DUE TO A DEFAULT OF BUYER, THE PAYMENT TO COMPANY OF THE DEPOSIT SHALL BE DEEMED TO BE LIQUIDATED DAMAGES, OTHERWISE THE DEPOSIT WILL BE CREDITED, TOGETHER WITH INTEREST ACCRUED THEREON, TOWARD THE PURCHASE PRICE UPON CLOSE OF ESCROW. IF ESCROW FAILS TO CLOSE DUE SOLELY TO A DEFAULT OF COMPANY, THE PAYMENT OF THE DEPOSIT TO COMPANY BY BUYER SHALL BE REFUNDED TO BUYER. 4.2.2 IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AND ACCEPT AN ASSIGNMENT OF THE DNR LEASE TO THE EXTENT IT IS ASSIGNABLE BY REASON OF A DEFAULT OF BUYER, COMPANY SHALL BE ENTITLED TO CANCEL THIS ESCROW AND SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY AND TO ASSIGN THE DNR LEASE TO THE EXTENT THAT IT IS ASSIGNABLE TO BUYER, AND COMPANY MAY PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT; PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS HERE, BUYER AND COMPANY AGREE THAT: 1 IN THE EVENT OF A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, COMPANY WILL SUFFER DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF OTHER POTENTIAL BUYERS, UNRECOVERABLE MARKETING, SALES AND PROCESSING COSTS AND COSTS OF HOLDING PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE BEYOND TERM OF ESCROW AND POTENTIAL LOSS OF MARKET VALUE), AND WILL BE ENTITLED TO COMPENSATION FOR THESE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN BECAUSE: 4.2.2.1 THE DAMAGES TO WHICH THE COMPANY WILL BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE AT THE SCHEDULED CLOSE OF ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY AND THE -8- 3113 85.5/018405.00004 LEASEHOLD INTEREST UNDER THE DNR LEASE AS SET FORTH IN THIS AGREEMENT, WHICH DIFFERENCE MUST BE BASED ON OPINIONS OF VALUE OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND 4.2.2.2 IT IS IMPOSSIBLE TO PREDICT, AS OF THE DATE HEREOF, WHETHER THE VALUE OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE WILL INCREASE OR DECREASE AS OF THE SCHEDULED CLOSE OF ESCROW, AND BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE, AND BUYER AND COMPANY WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF THE COMPANY FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR BREACH OF THIS AGREEMENT. 4.2.3 IN THE EVENT OF DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, (i) THE AMOUNT OF THE DEPOSIT AS SET FORTH IN SECTION 1.3 HEREOF SHALL CONSTITUTE LIQUIDATED DAMAGES TO COMPANY; AND (ii) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO COMPANY SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF COMPANY ON ACCOUNT OF THE DEFAULT BY f:18rd" 4.2.4 AT ANY TIME AFTER BUYER DEFAULTS UNDER THE TERMS OF THIS AGREEMENT, OR AT ANY TIME AFTER THE DATE PROVIDED HEREIN FOR CLOSE OF ESCROW OR ANY EXTENDED DATE FOR CLOSE OF ESCROW, COMPANY MAY GIVE WRITTEN NOTICE THEREOF TO ESCROW HOLDER AND TO BUYER BY REGISTERED OR CERTIFIED MAIL AND ESCROW HOLDER SHALL PAY TO COMPANY THE AMOUNTS OF ANY DEPOSITS THEN HELD IN ESCROW, IF ANY, AND SHALL CANCEL THE ESCROW NO LATER THAN (10) DAYS AFTER RECEIPT OF SUCH NOTICE. 4.2.5 BUYER AND COMPANY EACH AGREES TO INDEMNIFY AND HOLD ESCROW HOLDER HARMLESS FROM ANY CLAIM BY THE OTHER ARISING OUT OF ANY DISTRIBUTIONS MADE BY ESCROW HOLDER IN ACCORDANCE WITH AND PURSUANT TO THE PROVISIONS OF THIS SECTION. 4.3 Title Matters. 4.3.1 Title Condition. 4.3.1.1 Subject to BUYER's right to terminate this Agreement pursuant to Section 4.3.2 below, and in addition to reservation of certain easements as further described in the Deed, and in addition to the CC&Rs which include certain permanent use restrictions as further described in Section 4.3.1.2 below, title to the Property shall be subject to the following: 4.3.1.1.1 Any and all existing building and use restrictions, easements, rights -of -way, conditions, covenants, restrictions, reservations, liens, encumbrances, exceptions and other matters of record. 4.3.1.1.2 All dedicated roads, streets and highways. -9- 3113 85.5/018405.00004 4.3.1.1.3 All building and zoning ordinances, laws, regulations, and restrictions by any municipal or other governmental authority applicable to the Property. 4.3.1.1.4 All general and special taxes and assessments which are a lien but not yet due and payable or for which statements have not yet been tendered. 4.3.1.1.5 All matters apparent from an inspection of the Property, or which a current, accurate survey of the Property would disclose (including but not limited to encroachments, overlaps, boundary line disputes; ownership of a trestle for pedestrian access, utilities and pipes; and any issues relating to obtaining or maintaining access to the Property). 4.3.1.1.6 Any and all Native American rights may exist with respect to any portion of the Property. 4.3.1.1.7 Any and all water, oil, gas, hydrocarbon, and mineral rights, and any fishing rights. 4.3.1.2 The Property shall be subject to the terms and conditions set forth in the Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release, attached hereto as Exhibit D (the "CC&Rs") which shall be recorded immediately after the deed. The CC&Rs contain, among other provisions, certain permanent use restrictions on the Property. BUYER hereby acknowledges that BUYER has read and understands the CC&R's and agrees to its terms, and further acknowledges and understands that COMPANY is relying on BUYER's agreement to the terms of the CC&Rs as a material inducement to enter into this Agreement. 4.3.1.3 BUYER shall approve or disapprove in writing the Preliminary Report on or before the date which is the later of (1) twenty-one (21) calendar days of the date of execution of this Agreement, or (ii) twenty-one (21) calendar days after receiving the Preliminary Report. In addition, BUYER shall approve or disapprove in writing any supplementary report within twenty-one (21) calendar days after BUYER's receipt of any such supplementary report, provided that such period for approval or disapproval shall in no event extend Close of Escrow hereunder. Failure of BUYER to approve or disapprove the Preliminary Report or any supplementary report in writing within the time specified shall be deemed BUYER's approval thereof. 4.3.1.4 In the event BUYER disapproves in writing any exception appearing in a Preliminary Report or supplementary report, COMPANY shall have the right, but not the obligation, to notify BUYER in writing that COMPANY intends to remove such matter on or before Close of Escrow, and in such event this Agreement shall not be terminated based upon BUYER's disapproval of any such matter, provided, however, that in the event COMPANY elects not to remove such matter, or COMPANY is not able to remove such matter on or before Close of Escrow, BUYER may elect whether to waive such disapproval and close escrow or to terminate this Agreement; and provided further that in the event any lien, encumbrance or other exception to title represents a security interest relating to an obligation to pay money, such item shall be -10- 3113 85.5/018405.00004 disapproved and shall be removed by COMPANY on or before Close of Escrow, notwithstanding anything to the contrary contained herein. 4.3.2 Title Insurance. COMPANY shall instruct Title Company to issue, and it shall be a condition to BUYER's obligation to purchase the Property that Title Company commit to issue, a standard Owners 1970-B policy of title insurance on the Property in the amount of the Purchase Price in favor of BUYER at Close of Escrow showing the Property vested in BUYER, subject only to (i) the title matters which have been approved by BUYER in accordance with the provisions of Section 4.3.1 above; (ii) the conditions described in Section 4.3.1.2 above; and (iii) any matters created by BUYER. In the event BUYER desires an extended coverage policy of title insurance, COMPANY shall reasonably cooperate with Escrow Holder and BUYER in the preparation and issuance of such policy, including the execution of such documents as may reasonably be required; provided, however, that in no event shall any matter involved in the issuance of an extended coverage title policy delay or extend any times set forth in this Agreement. COMPANY shall pay only the premium for a standard policy of title insurance. BUYER shall pay the difference in cost in obtaining an extended coverage policy over a standard policy, including, but not limited to, any ALTA survey and additional endorsements required for such extended coverage policy. If there is a failure of the condition for BUYER's benefit described in this Section 4.3.2, then BUYER shall have the right to terminate this Agreement and to receive a refund of the Deposit. 4.4 Deposits Into Escrow. BUYER and COMPANY shall deposit into escrow, on or before Close of Escrow, all documents and funds necessary to carry out this Agreement, including: 4.4.1.1 A Limited Warranty Deed, in the form attached hereto as Exhibit E (the "Deed") for recording, which shall be duly executed and acknowledged so as to convey to BUYER all of the Property in accordance with the terms of this Agreement. The Property to be conveyed pursuant to the Deed shall be subject to certain easements reserved in favor of COMPANY and benefiting COMPANY's Adjacent Properties as more particularly described in the Deed. The exact vesting required by BUYER shall be submitted into escrow by BUYER no later than fourteen (14) days before the scheduled Close of Escrow. 4.4.1.2 A certificate of its authorized officer to the effect that, as of the date of the Close of Escrow, it is not a foreign person as defined in the Internal Revenue Code of 1986, as amended, and Income Tax Regulations ("FIRPTA Certificate"), such FIRPTA Certificate to be substantially in the form described in Treasury Regulation Section 1.1446-2(b)(2)(iii)(B), or otherwise within the requirements of Section 1.1445-2(b)(2) of that regulation and any comparable state or local laws. 4.4.1.3 The CC&Rs, in proper form for recording, which shall be duly executed and acknowledged. 4.4.1.4 A Bill of Sale in form attached hereto and incorporated herein as Exhibit F (the "Bill of Sale"), in proper form for recording, which shall be duly executed and acknowledged. -11- 3113 85.51018405.00004 4.4.1.5 An Assignment or Termination of DNR Lease (the "Assignment or Termination of DNR Lease"), in form reasonably acceptable to the parties, which shall be duly executed and acknowledged. 4.4.1.6 A Termination of BUYER Lease in form attached hereto and incorporated herein as Exhibit G (the "Termination of BUYER Lease"), in proper form for recording, which shall be duly executed and acknowledged. 4.4.2 By BUYER 4.4.2.1 Cash, cashier's check payable to Escrow Holder, or wire transfer of immediately available funds representing the Purchase Price, less the Deposit, plus BUYER's share of escrow fees and related charges as are standard practices in Snohomish County, Washington, plus the additional premium for an extended coverage policy of title insurance, including the costs of additional endorsements pursuant to Section 4.3.2, if applicable. 4.4.2.2 The CC&Rs, in proper form for recording, which shall be duly executed and acknowledged. 4.4.2.3 The Bill of Sale, in proper form for recording, which shall be duly executed and acknowledged. 4.4.2.4 The Assignment or Termination of DNR Lease, which shall be duly executed and acknowledged and include DNB's duly authorized written consent to the Assignment or Termination of DNR Lease. 4.4.2.5 The Termination of BUYER Lease, in proper form for recording, which shall be duly executed and acknowledged. 4.5 Prorations. All items of income and expense, including without limitation real property taxes, assessments and the rental payments for the DNR Lease for the current fiscal year, if any, shall be prorated between the parties as of the date of the Close of Escrow. BUYER shall file or cause to be filed all required reports and returns incident to taxes which are due on or after the Close of Escrow, and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns. COMPANY shall be credited with COMPANY's prorated share at the Close of Escrow. 4.6 Closing D. Unless extended pursuant to the terms of this Agreement, escrow shall close on or before December 20, 2001. If escrow does not close upon the date scheduled for Close of Escrow as provided herein, said escrow shall be forthwith terminated and, assuming no default by BUYER or COMPANY, each document and all of the funds then in escrow shall be returned forthwith to the party which deposited same in escrow, subject only to the payment by the proper party or parties of escrow fees and related charges and the COMPANY'S rights to the Deposit as further described in this Agreement. 4.6.1 If said escrow terminates because of the failure of both parties to perform any of their respective material obligations, then the parties hereto shall each pay one-half (1/2) of said fees and related charges. -12- 3113 85.5/018405.00004 4.6.2 If said escrow terminates due to the failure of only one (1) party to perform any of its obligations, such defaulting party shall pay all such fees and related charges. Such payment shall not affect other rights between parties. 4.6.3 Except as otherwise provided in this Section 4.6, escrow can only be extended upon BUYER and COMPANY agreeing to an extension in writing and signed by both BUYER and COMPANY. 4.7 Close of Escrow. When all of the conditions and instructions herein provided for have been satisfied and properly complied with and said escrow is ready to close in all respects, Escrow Holder shall promptly close same by recording all appropriate documents in the sequence described below and delivering to each of the appropriate parties all the documents and funds on deposit in said escrow as herein provided, subject to the payment by each party, respectively, of one-half (1/2) of the escrow fees ("Close of Escrow"). 4.8 Recording Sequence. At Close of Escrow the Escrow Holder shall record all documents contemporaneously, in the following sequence: (i) Deed, (ii) CC&Rs, (iii) Bill of Sale, and (iv) Termination of BUYER Lease. 4.9 Possession. Possession shall be delivered to BUYER at Close of Escrow, at such time as agreed upon by COMPANY and BUYER. Section 5. Environmental Matters 5.1 Prior Use 1 Transfer of LiAbility 1 Release. 5.1.1 Prior Use / NFA Status. BUYER acknowledges (i) that the Property and the leasehold interest under the DNR Lease is adjacent to property which was once used for the storage and handling of fuel hydrocarbons, and that fuel hydrocarbons were transported across the Property and the DNR Lease Lands, (ii) that Contamination may be present on the Property and the DNR Lease Lands as the result of the transportation and handling of fuel hydrocarbons; (iii) that there exists no "no further action" letter or equivalent from the applicable Agency for any of the Property and the DNR Lease Lands, that no such letters may ever be issued in connection with the Property and the DNR Lease Lands, that COMPANY will take no action to obtain any such letters for the Property and the DNR Lease Lands, and that BUYER will endeavor to obtain a no further action letter from the applicable agency based on sediments testing during its due diligence of the Property and the DNR Lease Lands; and (iv) Buyer has had an extensive oportunity to otherwise perform and has performed environmental due diligence on the Property and the DNR Lease Lands. 5.1.2 Iransfer of Liabili . In full recognition of the the matters set forth in Section 5.1.1 above, and excepting only to the extent expressly set forth in Sections 5.2 and 6 below, BUYER agrees that it is the express intent of the parties that: (i) upon Close of Escrow, the risk of any Contamination on, under, within or emanating from the Property and the DNR Lease Lands shall shift to BUYER, and (ii) COMPANY shall have no obligation for any Contamination, on, under, within, or emanating from the Property and the DNR Lease Lands, including but not limited to any remediation thereof. Expressly, but without limiting the generality of the foregoing, excepting only to the extent expressly set forth in Sections 5.2 and 6 below, COMPANY shall have no liability for remediation of any Contamination of the Property and the DNR Lease Lands, for changes in any laws, regulations, guidelines or other criteria concerning appropriate levels of cleanup of such Contamination, or for any third -party claims resulting from any such Contamination. -13- 3113 85.51018405.00004 5.1.3 Release. Excepting only to the extent expressly set forth in Section 5.2 and 6, BUYER hereby releases COMPANY and each member of COMPANY Group from all claims, liability, damages, demands, costs, expenses, and causes of action of all kinds, arising out of or in connection with the existence, assessment or remediation of Contamination upon, under, in, or emanating from the soils, sediments, groundwater, bodies of water, surface waters, or Improvements of the Property and the DNR Lease Lands, including any Contamination related to the dock/pier, including without limitation any claims for death, bodily injury, illness, or property damage or for any claims for any special, indirect, or consequential damages (including but not limited to claims for loss of use, rents, anticipated profit or business opportunity, or business interruption, diminution in value, or mental or emotional distress or fear of injury or illness), trespass, nuisance or otherwise, for any response costs it may incur with respect to the Property and the DNR Lease Lands, under any existing or future federal, state or local law, statute, ordinance, regulation, legal cause of action or theory of any kind, including but not limited to any claim under CERCLA (42 USC 9601 et sea.), RCRA (42 USC 6901 et sea.), the Washington Model Toxics Control Act (RCW Ch. 70.105D), or similar or comparable state, federal, or local laws (individually and collectively, "Released Claims"). BUYER further recognizes that there is a risk, that subsequent to Close of Escrow, BUYER will incur Released Claims or suffer loss, damage or injuries which are in some way caused by the matters which are the subject of this release, and which may be unknown or unanticipated at the time of Close of Escrow, and BUYER assumes this risk and agrees that this release shall apply to all such unknown or unanticipated Released Claims, loss, damage, or injury and hereby waives any and all rights under California Civil Code § 1542 or any similar or comparable Washington law. California Civil Code § 1542 reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. BUYER'S INITIALS: 5.2 COMPANY'S Limited emediation Commitment. Notwithstanding anything contained herein to the contrary, subject to the provisions of this Section 5.2, in the event BUYER or its assignee, as further described in Section 7.2, finds any Applicable Contamination on or within the Property, which BUYER proves has migrated onto the Property from COMPANY's Adjacent Properties after Close of Escrow and such migration has not been exacerbated by the activities of BUYER or any member of BUYER Group, and in the event that environmental investigation and/or remediation is required by applicable law or regulation as further specified in Section 5.2.5 below, then COMPANY shall, at its sole cost and expense, investigate and remediate such Applicable Contamination on or within the Property in accordance with a remediation plan approved by the Agency and BUYER; provided, however, that COMPANY's obligations hereunder shall be expressly subject to the following limitations and conditions: 5.2.1 In the event BUYER shall discover any Applicable Contamination or shall receive notice or claim from an Agency of such Applicable Contamination, it shall immediately, and in every case within thirty (30) days of said discovery or notice or claim, notify COMPANY in writing of such matter, addressed as set forth in the notices provision of this Agreement. 5.2.2 BUYER shall cooperate with COMPANY by allowing COMPANY, its agents and consultants, upon reasonable notice and at mutually convenient times, prompt access to the Property at no cost to COMPANY, for the purpose of investigating any claim of Applicable Contamination, and taking any necessary, appropriate, or desirable response actions to actual or -14- 3113 85.5/018405.00004 alleged Applicable Contamination, including, without limitation, excavation, sampling, or installing, operating, maintaining or removing any monitoring or remedial equipment, devised or systems. 5.2.3 COMPANY's obligations hereunder extend only to remediation made necessary by COMPANY's activities, and do not extend to liability for any Contamination or exacerbation of Applicable Contamination (i) due to acts or omissions of BUYER or any member of the "BUYER Group" as defined in Section 6 below, or BUYER's predecessors (other than COMPANY), successors or assigns, or (ii) due to the acts or omissions of any third party, including but not limited to BNSF and other past, present and future owners, invitees, and users of the right of way between the Uplands and COMPANY's Adjacent Properties. 5.2.4 COMPANY's obligations hereunder do not extend to any Indemnified Claims, as defined in Section 6, except for remediation specifically required under this Section 5.2. Without limiting the generality of the foregoing, COMPANY's obligations hereunder do not extend to any consequential damages, or to any cost or expense for construction, engineering, operation or maintenance requirements for any development of the Property or the leasehold interest under the DNR Lease necessary or claimed to be necessary by reason of any Contamination. 5.2.5 COMPANY's obligations hereunder apply only with respect to Contamination levels in excess of the levels specified under MTCA, including any applicable provisions of the Washington Administrative Code, effective as of the First Contingency Termination Date, and COMPANY shall not be responsible in any way for any changes in MTCA or other laws or otherwise for any more stringent cleanup levels after such date, but any later reduction in cleanup levels under any such laws shall apply with respect to COMPANY's obligations hereunder. 5.2.6 COMPANY's obligations under Section 5.2 shall expire and be of no force and effect (1) upon receipt of a no further action or comparable letter with regard to both soil and groundwater contaminants on a portion of COMPANY's Adjacent Properties commonly known as the "Lower Yard", which letter shall be deemed applicable notwithstanding any institutional controls or reopener provisions commonly contained in such letter; or (2) as the parties may otherwise agree. 5.3 Definition of Contamination. The term "Contamination", as used herein, shall mean any hazardous or toxic material, substance, chemical or waste, contaminant, emission, discharge or pollutant or comparable material listed, identified or regulated pursuant to any federal, state or local law, ordinance or regulation which has as a purpose the protection of health, safety or the environment, including but not limited to, asbestos, petroleum or petroleum products, methane or and natural gas or wastes derived therefrom and including hazardous materials as defined under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 42 U.S.C. § 1251 et seq., the Washington Environmental Policy Act, RCW Ch. 43.21, the Washington Water Pollution Control Act, RCW 90.48.010 et seq., the Washington Hazardous Waste Management Act, RCW Ch. 70.105, the Washington Model Toxics Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder. 5.4 Definition of Applicable Contamination. The phrase "Applicable Contamination", as used herein, shall mean Contamination of the Property caused by COMPANY during its ownership of the Property and COMPANY's Adjacent Properties from use of the Property and COMPANY's Adjacent Properties as a facility for the storage and handling of fuel hydrocarbons. -15- 3113 85.5/018405.00004 5.5 Dtfinition of "Agency". The term "Agency", as used herein, shall mean any federal, state or local government authority, excluding BUYER, actually asserting jurisdiction over conditions of Contamination on the Property. Section 6 Indemnification THE INDEMNITY PROVSIONS CONTAINED IN SECTION 6.1 AND 6.2 BELOW HAVE BEEN SPECIFICALLY AND MUTUALLY NEGOTIATED. 6.1 Buyer's Indemnification. Excepting only to the extent expressly set forth in Section 5.2 and Section 6.2, BUYER, for itself and on behalf of "BUYER Group" (as that term is herein defined), shall protect, defend, indemnify, and hold COMPANY, its parent, subsidiary, affiliated, and successor companies (including without limitation Unocal Corporation), and their respective officers, directors, members, partners, agents, servants, and employees (individually and collectively the "COMPANY Group"), free and harmless from any and all claims, liability, damages, demands, costs, expenses, and causes of action of all kinds, including but not limited to claims of the death, illness, or injury of any person or persons, including but not limited to members of BUYER Group (as that term is herein defined), and/or from damage to or loss or destruction of any property (real or personal) arising out of or in connection with (i) the performance or non-performance of any action or obligation under this Agreement by BUYER or its affiliated or successor entities, their officers, directors, agents, servants, employees, tenants, lessees, invitees, or guests, or by any contractor or subcontractor employed by BUYER, or by the agents, servants, employees, invitees or guests of any such tenant, lessee, contractor or subcontractor (individually and collectively, the "BUYER Groun"); or (ii) the possession or use of or operation on, under or within the Property and the DNR Lease Lands or the holding of any interest in the Property and the DNR Lease Lands or any condition existing or occurring on, under or within the Property and the DNR Lease Lands after Close of Escrow, including but not limited to matters relating to any Contamination (as that term is defined in this Agreement) existing on, under or within, or emanating from the Property and the DNR Lease Lands (all of the foregoing individually and collectively referred to in this Agreement as "Indemnified Claims"). BUYER's obligations under this Section 6.1 shall apply in every event, whether such Indemnified Claims are made pursuant to subsections (i) or (ii) above, whether COMPANY is alleged or proven to have been negligent, actively or passively, or to be strictly or absolutely liable, except to the extent that such matters with respect to Indemnified Claims made by any individual or entity other than BUYER Group are shown by a "Final Judgment" (which for purposes of this Section 6.1 shall be a judgment after all appeal periods have run and all filed appeals have been exhausted) to have been caused by the negligence or willful misconduct of COMPANY or any member of the COMPANY Group which occurred on the Property after the date of this Agreement. Notwithstanding anything contained herein to the contrary, however, BUYER shall not be required to indemnify COMPANY hereunder for any Indemnified Claim made by a person who is not a government entity or who is not a member of the BUYER Group which Indemnified Claim BUYER proves is the result of Applicable Contamination which has not been exacerbated by any member of the BUYER Group ("Third Party Claims"). In no event shall the above exception from BUYER Group's indemnity obligations set forth in this section be deemed or interpreted to mean that COMPANY has any liability to BUYER Group for any Indemnified Claims of BUYER Group or of a government entity regarding Applicable Contamination. BUYER's indemnity hereunder shall in no way be limited or restricted by the amounts or types of insurance required to be provided by BUYER to COMPANY under this Agreement. In the event the indemnity hereunder provided for herein is found in a Final Judgment entered by a court of competent jurisdiction to exceed that permitted by applicable law, such indemnity shall be construed so as to preserve the maximum indemnity permitted thereby. This indemnity shall survive any termination of this Agreement; provided, however, that in the event of a termination of this Agreement without escrow closing, BUYER's obligations hereunder shall be limited to the indemnity set -16- 3113 85.5/018405.00004 forth in (i) above. For the limited purpose of this paragraph, BUYER expressly waives immunity from suit under the Industrial Insurance Act (Title 51 RCW) to the extent that such waiver is expressly required by the laws of Washington. 6.2 eller's Indemnificatin COMPANY, its parents, subsidiary, and affiliated companies (including without limitation Unocal Corporation), shall protect, defend, hold harmless and indemnify BUYER for any and all personal injury claims brought by COMPANY's employees or contractors arising from injuries sustained on the Property by COMPANY's employees or contractors acting within the scope of their respective employment and that accrue prior to the closing date of this Agreement. Notwithstanding the foregoing, however, this provision shall not apply to the extent any such personal injury claims have been caused or exacerbated in whole or in part by any acts or omissions of any member of BUYER Group. For the limited purpose of this paragraph, COMPANY expressly waives immunity from suit under the Industrial Insurance Act (Title 51 RCW) to the extent such waiver is applicable and expressly required by the laws of Washington. Section 7. General Provisions 7.1 "AS IS" PURCHASE. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BUYER AGREES THAT THE PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER, AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE IS TO BE ASSIGNED TO AND ACCEPTED BY BUYER, "AS IS" AND "WHERE IS," WITH ALL FAULTS, IF ANY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE LEASEHOLD INTEREST UNDER THE DNR LEASE, AND COMPANY DOES HEREBY DISCLAIM ANY AND ALL, AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND TO BUYER INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATING TO THE PHYSICAL CONDITION OF THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER, AND OTHER IMPROVEMENTS, IF ANY, AND PERSONAL PROPERTY, OR THE HABITABILITY OF THE PROPERTY AND THE DNR LEASE LANDS, IMPROVEMENTS OR PERSONAL PROPERTY, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE. BUYER COVENANTS, REPRESENTS AND WARRANTS THAT (i) BUYER HAS INSPECTED OR WILL INSPECT THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER AND OTHER IMPROVEMENTS ON THE PROPERTY, IF ANY, AND ALL MATTERS RELATING THERETO WHICH BUYER DESIRES; (ii) NEITHER COMPANY NOR ANYONE ON COMPANY'S BEHALF HAS MADE, OR IS MAKING, ANY WARRANTIES OR REPRESENTATIONS RESPECTING THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER AND OTHER IMPROVEMENTS ON THE PROPERTY, IF ANY, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY; (iii) BUYER IS RELYING SOLELY ON BUYER'S OWN INVESTIGATION OF THE REAL PROPERTY, THE DNR LEASE LANDS, THE DOCK/PIER, AND OTHER IMPROVEMENTS ON THE PROPERTY, IF ANY, AND ALL MATTERS PERTAINING THERETO, INCLUDING BUT NOT LIMITED TO THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY, THE DNR LEASE LANDS, AND THE IMPROVEMENTS; AND (iv) EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYER IS PURCHASING THE REAL PROPERTY AND IMPROVEMENTS, AND ACCEPTING AN ASSIGNMENT OF THE DNR LEASE TO THE EXTENT IT IS ASSIGNABLE, "AS IS." -17- 311385.5/018405.00004 BUYER ACKNOWLEDGES THAT COMPANY MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES OR REPRESENTATIONS CONCERNING THE ACCURACY OR COMPLETENESS OF ANY OF THE DISCLOSURE DOCUMENTS. BUYER'S INITIALS 7.2 Assignment. This Agreement shall be personal to BUYER, and BUYER shall not assign, agree to assign, offer to assign or solicit offers to purchase BUYER's interest in or rights to purchase the Property, and to accept an assignment of the DNR Lease to the extent that it is assignable, without first obtaining written approval from COMPANY, which approval shall not be unreasonably witheld by COMPANY. Any assignment or agreement, by BUYER to or with any other person or entity, without COMPANY's written approval, shall constitute a default under this Agreement and shall terminate and void this Agreement and any escrow pursuant hereto. No written consent by COMPANY hereunder shall be deemed a waiver by COMPANY of any of the provisions hereof except to the extent expressly provided in such consent. Notwithstanding the foregoing, BUYER may assign its rights under this Agreement to a public development authority ("PDA"), provided however that both BUYER and PDA shall be jointly and severally liable to COMPANY pursuant to the terms of this Agreement and the exhibits hereto, and that such PDA is created for the sole purpose of accomplishing the public purposes as set forth herein. COMPANY shall not assign COMPANY's rights and obligations hereunder without first obtaining wirtten approval from BUYER, which shall not be unreasonably withheld by BUYER. Nothwithstanding the foregoing, BUYER's consent shall not be denied so long as COMPANY assigns its rights hereunder to an exchange accomodator if COMPANY elects to effect this transaction as an exchange as set forth in Section 1.4 hereof; or COMPANY assigns its rights and obligations to (1) a COMPANY related entity; or (2) to a third party by merger, reorganization or other operation of law. 7.3 No Partnership or Agmcy-. BUYER and COMPANY agree that nothing contained herein shall be construed as creating the relationship of principal and agent or of partnership or of joint venture or of any other form of legal association which would impose liability upon one party for the act or failure to act of another party. 7.4 Approvals. All approvals called for herein shall be in writing and all time limits, unless otherwise stated, shall commence upon the opening of escrow which shall be the date that a duly executed duplicate original of this Agreement is deposited into escrow by the parties hereto. 7.5 Commission(sl. BUYER and COMPANY each hereby warrants and represents to the other that such party has not employed any broker, finder or agent, and has not agreed to pay or otherwise include any brokerage fee, finder's fee or commission with respect to the transaction contemplated by this Agreement nor has such party dealt with anyone purporting to act in the capacity of a broker or finder with respect thereto. BUYER hereby indemnifies and agrees to hold COMPANY and COMPANY Group harmless from any claims resulting from a breach of this paragraph by BUYER, and COMPANY hereby indemnifies and agrees to hold BUYER and BUYER Group harmless from any claims resulting from a breach of this paragraph by COMPANY BUYER INITIALS COMPANY INITIALS 7.6 Notices. Any notices, requests, approvals or elections hereunder shall be in writing and shall be deemed received when (a) personally served, (b) three (3) days after mailing by certified or registered United States mail, return receipt requested, postage prepaid, or (c) one (1) day after transmission by facsimile machine, with transmission and receipt confirmed, and a copy sent by United States mail, -18- 311385.5/018405.00004 addressed to BUYER as follows: The City of Edmonds 121 5 h Ave. N. Edmonds, WA 98020 Attn: Mayor Gary Haakenson Facsimile: (425) 771-0252 Telephone: (425) 771-0247 with a copy to: Ogden Murphy Wallace, PLLC 1601 Fifth Avenue, Suite 2100 Seattle, WA 98101-1686 Attn: Scott Snyder, Esq. Facsimile: (206)-447-0215 Telephone: (206) 447-7000 and addressed to COMPANY as follows: Unocal Asset Management Group 11720 Unoco Rd. P.O. Box 2004 Edmonds, WA 98020 Attn: Gary Gunderson Facsimile: (425) 640-7601 Telephone: (425) 640-7612 with a copy to: Union Oil Company of California 376 Valencia Avenue Brea, CA 92823 Attn: Karen Bruton/Nargis Choudhry, Esq. Facsimile: (714) 577-3322 (Ms. Bruton) Facsimile: (714) 577-2776 (Ms. Choudhry) Telephone: (714) 577-2808 (Ms. Bruton) Telephone: (714) 577-1688 (Ms. Choudhry) with a copy to: Short Cressman & Burgess, PLLC 999 Third Avenue Suite 3000 Seattle, WA 98104 Attn: Robert Hibbs, Esq. Facsimile: (206) 340-8856 Telephone: (206) 682-3333 and addressed to ESCROW HOLDER as follows: -19- 3113 85.5/018405.00004 Chicago Title Company 700 South Flower Street, Suite 900 Los Angeles, CA 90017 Facsimile: (213) 612-4410 Telephone: (213) 488-4316 Toll Free: (800) 326-3262 x4316 7.7 TnteUationn. This instrument and the exhibits hereto contain the entire agreement between BUYER and COMPANY respecting the Property and the subject matter of this Agreement. Any agreements or representations covering the Property or the subject matter of this Agreement that are not set forth in this Agreement or its exhibits are of no effect. 7.8 Survival. All agreements of the parties that can survive Close of Escrow shall survive the Close of Escrow and the delivery of any deed. 7.9 ln�rpretatigp. Each party has reviewed this Agreement, and any question of doubtful interpretation shall not be resolved by any rule or interpretation providing for interpretation against the drafting party. This Agreement shall be construed pursuant to the laws of the State of Washington. The captions and headings contained herein are for convenience only and shall not affect the meaning or interpretation of this Agreement. Unless otherwise specified or the meaning otherwise requires, Section references contained herein refer to this Agreement. 7.10 Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 7.11 Time. Time is of the essence of each provision of this Agreement. Notwithstanding the foregoing, however, should the calculation of any time period provided for herein result in any obligation becoming due upon, or scheduled time for an event occurring on, a Saturday, Sunday or legal holiday, then such due date or scheduled time shall be delayed until the next business day. 7.12 Counterparts. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one Agreement binding on the parties hereto. 7.13 Severabiily. In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 7.14 No Tbird Party Be a c' rie . Unless assigned by BUYER to a third -party pursuant to the terms of Section 7.2 of this Agreement, nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it, nor shall any provision give any third parties any right of subrogation or action against any party to this Agreement. 7.15 tto e If any legal action or proceeding, including but not limited to arbitration, is brought for the enforcement or for a declaration of rights and duties under this Agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which such party may be entitled. -20- 3113 85.5/018405.00004 7.16 Successors and Assign . Subject to the provisions of Section 7.2 hereof, this Agreement, and all surviving terms hereof, shall be binding upon and inure to the benefit of the parties' respective heirs, administrators, successors and assigns. 7.17 AuthodV tip Enter A ent. Each of the signatories hereto hereby represents and warrants that he or she has the right, power, legal capacity and authority to execute into this Agreement and to bind the entity he or she represents to this Agreement and the obligations hereunder. 7.18 WAIVER OF JURY TRIAL. Notwithstanding the provisions of Section 7.19 below, each of the parties hereto waives the right to trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or related to this Agreement or any obligation contained herein. However, the parties agree that the provisions of Section 7.19 take precedence over this provision. 7.19 MEDIATION OF DISPUTES AND VENUE. ANY DISPUTE UNDER THIS AGREEMENT SHALL BE REFERRED TO NONBINDING MEDIATION. SUCH DISPUTE SHALL BE SUBMITTED TO A MEDIATOR REASONABLY AGREED UPON BY THE PARTIES. IN THE EVENT THAT MEDIATION IS UNSUCCESSFUL IN RESOLVING ANY DISPUTE ARISING UNDER THIS AGREEMENT, NEITHER PARTY SHALL THEREAFTER BE PRECLUDED FROM FILING A CIVIL ACTION IN A COURT OF COMPETENT JURISDICTION. VENUE FOR ANY SUCH CIVIL ACTION IS SPECIFICALLY AGREED TO BE KING COUNTY, WASHINGTON. 7.20 Confidentiality. The parties to this Agreement agree to keep the existence and the terms and conditions of this Agreement, including the subject matter of this Agreement, and the related negotiations confidential. This confidentiality provision is limited by the need of the parties to consult advisors and consultants relative to the Agreement, and the parties agree to inform their respective advisors and consultants regarding the existence of this confidentiality provision and their obligation to comply with it. This confidentiality provision is also limited by the requirements of any applicable statutes for public disclosure, including RCW 42.17 (The Washington Public Disclosure Act), but only to the extent required under these statutes. 7.21 Cooperati . The parties agree to mutually cooperate in furtherance of the purpose and intent of this Agreement. 7.22 Advice of Counsel. Each party acknowledges that it has received advice of counsel in connection with entering into this Agreement. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -21- 3113 85.5 /018405.00004 IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Sale of Real Property and Escrow Instructions to be effective as of the date first above written. "BUYER": CITY OF EDMONDS, a Washington municipal corporation Attest: By: Its: Sandra S. Chase, City Clerk "COMPANY": UNION OIL COMPANY OF CALIFORNIA, a California corporation Its: APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: 1 By: Scott . r -22- 3113 85.5/018405.00004 EXHIBITS EXHIBIT A Description of Real Property EXHIBIT A-1 Description of Improvements EXHIBIT B Disclosure Documents EXHIBIT C Letter from City's Insurance Authority EXHIBIT D Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release EXHIBIT E Limited Warranty Deed EXHIBIT F Bill of Sale EXHIBIT G Termination of BUYER Lease EXHIBIT H INTENTIONALLY DELETED EXHIBIT I Description of COMPANY's Adjacent Properties -23- 3113 85.5/018405.00004 Exhibit A DESCRIPTION OF PROPERTY ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). -24- 311385.5/018405.00004 Exhibit A-1 DESCRIPTION OF IMPROVEMENTS The Real Property is improved with the following improvements: Dock/pier" including all improvements and appurtenances thereon, including but not limited to the wharf building; 2. Utilities and piping within the boundaries of the Property, including but not limited to all utilities and piping below ground or on the dock/pier; Paving and asphalt, including but not limited to the paved parking area and the asphalt walkway; and 4. Fencing. . The dock/pier extends into and beyond the DNR Lease Lands, in addition to being an improvement on the Real Property. The Bill of Sale which is attached as Exhibit F shall convey all right, title and interest of COMPANY in and to the dock/pier to BUYER, including that portion located on or within the Real Property and that portion extending into and beyond the DNR Lease Lands. -25- 3113 85.5/018405.00004 Exhibit B DISCLOSURE DOCUMENTS REPORTS - EDMONDS TERMINAL GeoEngineers 1986. Phase I Site Assessment Report, Edmonds Fuel Terminal, Edmonds, Washington. Prepared for UNOCAL Corporation. December 4. GeoEngineers 1987. Progress Report No. 1, Subsurface Product Recovery Program, Edmonds Fuel Terminal. August 31. GeoEngineers 1988a. Progress Report No. 2, Subsurface Product Recovery Program, Edmonds Fuel Terminal. October 10. GeoEngineers 1988b. Report of Geotechnical Services, Subsurface Contamination Study, Upland Fuel Tank Area, Edmonds Fuel Terminal, Edmonds, Washington GeoEngineers 1988c. Phase I Site Assessment Report, Lake McGuire, Edmonds Fuel Terminal, Edmonds, Washington GeoEngineers 1989a. Progress Report No. 3, Subsurface Product Recovery Program, Edmonds Fuel Terminal. September 19. GeoEngineers 1989b. Technical Report, Phase II Site Assessment, Lake McGuire, Edmonds Fuel Terminal, Edmonds, Washington GeoEngineers 1989c. Report of Geotechnical Services, Site Contamination Assessment, Waste Soil Stockpile Area, Edmonds Fuel Terminal, Edmonds, Washington GeoEngineers 1990 Results of Site Characterization, Marine Diesel Spill, Edmonds Fuel Terminal, Edmonds, Washington GeoEngineers 1991 a. Progress Report No. 4, Subsurface Product Recovery Program, Edmonds Fuel Terminal. April 19. GeoEngineers 1991b. Site Contamination Assessment, Lower Yard, Edmonds Fuel Terminal, Edmonds, Washington GeoEngineers 1993 Supplemental Subsurface Contamination Assessment, Upper Yard, Edmonds Fuel Terminal and Burlington Northern Railroad Properties, Edmonds, Washington EMCON 1994a. Free Petroleum Product Recovery System Report, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. January 20. EMCON 1994b. Background History Report, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. February 15. -26- 311385.5/018405.00004 EMCON 1995a. Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. April 26. EMCON 1995b. Final Upland Sediments Evaluation Work Plan. Prepared for Unocal Corporation. May 1. EMCON 1995c. Addendum, Remedial Investigation Work Plan, Unocal Edmonds Bulk Fuel Terminal, April 26, 1995. Prepared for Unocal Corporation. August 31. EMCON 1995d. Existing Monitoring Well Assessment and Proposed Monitoring Well Network, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. September 21. EMCON 1996a. Interim Deliverable, Drainage System Inventory Results, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. February 8. EMCON 1996b. 1995 Interim Product Recovery Operations Report, Unocal Edmonds Bulk Fuel Terminal. February 29. EMCON 1996c. Final Feasibility Study Work Plan, Unocal Edmonds Bulk Fuel Terminal. Prepared for Unocal Corporation. April 12. EMCON 1996d. Preliminary Upper Yard Hydrogeology Evaluation, Unocal Bulk Fuel Terminal, Edmonds, Washington. Prepared for Unocal Corporation. May 6. EMCON 1996e. Unocal Edmonds Bulk Fuel Terminal RI/FS, Combustible Gas Monitoring and Evaluation. Prepared for Unocal Corporation. July 25. EMCON 1996f. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds, Washington. Prepared for Unocal Corporation. August 23. EMCON 1997a. 1996 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel Terminal. February 27. EMCON 1997b. Revised RI Sampling and Analysis Plan Addendum, Unocal Edmonds Bulk Fuel Terminal. October, as amended March 26, 1998. EMCON 1998a. 1997 Interim Product Recovery Operations, Unocal Edmonds Bulk Fuel Terminal. March 24. EMCON. 1998e. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds, Washington. Prepared for Unocal Corporation Asset Management Group. October 19. EMCON 1999. Unocal Edmonds Bulk Fuel Terminal, August 1998 and February 1999 Groundwater Data. May 13. -27- 3113 85.5/018405.00004 Maul Foster & Alongi 1999. 1998 Interim Product Recovery Operations Report, Unocal Edmonds Bulk Fuel Terminal. February 1. Maul Foster & Alongi 2000a. 1999 Interim Product Recovery Operations Report, Unocal Edmonds Bulk Fuel Terminal. January 31. Maul Foster & Alongi 2000c. Unocal Edmonds Terminal, February 2000 Groundwater Data. July 25. Maul Foster & Alongi. 2001 a. Draft Remedial Investigation Report, Unocal Edmonds Bulk Fuel Terminal, Edmonds, Washington. February 2. Maul Foster & Alongi. 2001b. 2000 Interim Product Recovery Operations Report, Unocal Edmonds Bulk Fuel Terminal. February 6. Documents concerning Marina Beach, Tidelaixds and Neighboring Properties: Landau Associates, 1998. Petroleum Hydrocarbon Investigations, South Marina, Port of Edmonds, Washington. April 8. Maul Foster & Alongi 2000b. Sediment Sampling Results, Unocal Pier Area. May 16. CH2Mhill, 2000a. Results of the Upland and Sediment Investigations. Letter to Bill Joyce, November 7. CH2Mhill, 2000b. Final Report — City of Edmonds, Sediment Investigation. Letter to Lisa Saban (CH2Mhill) December 29. Washington State Department of Natural Resources, 2001. City of Edmonds Sediment Investigation. Letter to Lisa Saban (CH2Mhill) January 24. Snohomish County Health District, 2001. Site Hazard Assessment — Port of Edmonds, 400 Admiral Way, Edmonds, Washington. January 19. General Arrangement Drawing No. L2A151 dated 3/16/82 for Wharf Preliminary Title Report from Chicago Title Insurance Company, Order No. 365685 Agreement with Great Northern Railway Company dated June 1, 1923 Department of Natural Resources Harbor Lease No. 22-002684 -28- 3113 85.5 /018405.00004 Exhibit C LETTER FROM CITY'S INSURANCE AUTHORITY -29- 3113 85.5/018405.00004 uui UJ/ uu muir uv : tv rt1A uiun JG1111LV1 05i28:00 14:23 Fae 425277 242 WA CITIES I`7S AV, . ED 1�OOli 0q1 Insurance Authority 26-May-00 UNICAL Corporation Attn: Crary Crundcrscn PQ Box 2004 Edmonds,NVA 98020 certs: 1918 RE, City of Edmonds Use of Prcrruscs by Edlronds :or Testing Evidence of Coverage P.C. Box 1165 Renton, WA 95057 ?;zone: 425.Z77-7237 �a�.. 4 5-2„_^24= The above captioned entity is a member of the washing ton Cities Insurance Authority (WC[A), which is a self ins=d pool of over 99 munkipal cotPotations in the State of Washington. WCIA has at lcast $1 million per occurrence combined single limit of liability coverage in its self insured layer that may be applicable in the event an incident occurs that is deemed :o be attributed to the negligence of the member. WCIA is an Interlocal Agreement among municipalities and liability i5 completely Self `ended by the membcrship. As :Here is no insurance policy involved and WCL4 is not an i!Isurancc com pan J, your organjz�tion cannot be nam- as an "additional insure-d-- sincerely, Bjic B.1_.;irson Assistant Director cc: Peggy Hetzler ckiter ExMIENT�-- Exhibit D AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS, ENVIRONMENTAL AND USE RESTRICTIONS, WAIVER AND RELEASE Recording requested by and when recorded mail to: UNION OIL COMPANY OF CALIFORNIA 376 South Valencia Avenue Brea, California 92823 Attn: Karen Bruton (Space above this line for recorder's use only) DOCUMENT TITLE: Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release REFERENCE NUMBER(S) OF RELATED DOCUMENTS: N/A Additional reference numbers on page(s) N/A of document. GRANTOR: Union Oil Company of California GRANTEE: City of Edmonds ABBREVIATED LEGAL DESCRIPTION: Additional legal on page _ of document. ASSESSOR'S TAX PARCEL NO(S). 262703-2-003-0009 AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS, ENVIRONMENTAL AND USE RESTRICTIONS, WAVER AND RELEASE This Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release (this "Age�") is made as of , by Union Oil Company of California, a California corporation ("Unocal") and City of Edmonds, a Washington municipal corporation ("Owner"). -30- 3113 85.5/018405.00004 RECITALS: A. Owner and Unocal entered into the Sale Agreement, pursuant to which (i) Owner acquired title to the Property, and (ii) Owner accepted an assignment of the DNR Lease. B. Pursuant to the provisions of the Sale Agreement, Owner and Unocal agreed to record this Agreement concurrently with the recording of the deed conveying title to the Property to Owner. C. It is the mutual desire and intention of Owner and Unocal to (i) protect present and future human health and safety and the environment as a result of the presence at, on, under, within or about the Property and the DNR Lease Lands of any Contamination, and (ii) to place certain use restrictions on the Property in perpetuity. AGREEMENT & DECLARATION: In consideration of value, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the recitals which are hereby incorporated herein by this reference, Unocal and Owner agree as follows: 1. Definitions. As used herein, the following terms shall have the respective meanings set forth below. Terms not otherwise defined herein shall have the meanings given to them in the Sale Agreement. "AaencX", as used herein, shall mean any federal, state or local government authority, excluding Owner, actually asserting jurisdiction over conditions of Contamination on the Property. "Applicable Contami atian", as used herein, shall mean Contamination of the Real Property caused by Unocal during its ownership of the Real Property and Unocal's Adjacent Properties from use of the Real Property and Unocal's Adjacent Properties as a facility for the storage and handling of fuel hydrocarbons. "Contamination" shall mean any hazardous or toxic material, substance, chemical or waste, contaminant, emission, discharge or pollutant or comparable material listed, identified or regulated pursuant to any federal, state or local law, ordinance or regulation which has as a purpose the protection of health, safety or the environment, including but not limited to, asbestos, petroleum or petroleum products, methane or and natural gas or wastes derived therefrom and including hazardous materials as defined under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 42 U.S.C. § 1251 et seq., the Washington Environmental Policy Act, RCW Ch. 43.21, the Washington Water Pollution Control Act, RCW 90.48.010 et seq., the Washington Hazardous Waste Management Act, RCW Ch. 70.105, the Washington Model Toxics Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder. "DNR" shall mean the State of Washington, Department of Natural Resources. "DNR Lease" shall mean that certain Harbor Area Lease No. 22-002684, between the State of Washington, Department of Natural Resources, as lessor, and Unocal, as lessee, dated February 1988, together with any amendments thereto, with respect to certain leased tidelands. -31- 3113 85.5/018405.00004 "DNR Lease Lands" shall mean those certain tidelands that are leased pursuant to the DNR Lease. "Improvements" shall mean those certain improvements which improve the Real Property, as further described on Exhibit A-1 attached hereto and incorporated herein by reference, which improvements include that certain dock/pier. "Owner Group" shall mean, individually and collectively, Owner and its parent, subsidiary and affiliated or successor entities; their respective officers, directors, members, partners, agents, servants and employees; any tenant, lessee or other person or entity having, claiming or asserting any interest in the Property or any portion thereof by, under or through Owner or any other member of the Owner Group; their respective guardians, trustees, executors and administrators; all of their respective successors and assigns; and any subsequent owner of any interest whatsoever and however acquired in the Property. "Pro e " shall mean, collectively, the Real Property and the Improvements. "Real Propel t " shall mean, collectively, certain lands (the "Llpla dsd ") and certain fee -owned tidelands (the "Tidelands"), all as more particularly described on Exhibit A attached hereto and incorporated herein by this reference, commonly known as Edmonds Marina Beach. "Released Claims" shall have the meaning set forth in Section 5 hereof. "Sale Agreement" shall mean that certain Agreement for Sale of Real Property and Escrow Instructions executed by Unocal, as Company, and Owner, as Buyer, pertaining to the Property and resulting in recordation of this Agreement. "Unocal Group" shall mean, individually and collectively, Unocal and its parent, subsidiary, affiliated and successor companies, including but not limited to Unocal Corporation, and their respective officers, directors, shareholders, members, partners, agents, servants and employees. "Unocal's Adjacent Properties" shall mean those certain various parcels of real property to the east of the Real Property owned by Unocal as of the date hereof, as further described in Exhibit B attached hereto and incorporated herein by this reference. 2. Disclosure Qf Prior Use and Other Matters. Owner, for itself and Owner Group, hereby acknowledges (i) that the Property and the leasehold interest under the DNR Lease is adjacent to property which was once used for the storage and handling of fuel hydrocarbons, and that fuel hydrocarbons were transported across the Property and the DNR Lease Lands, (ii) that Contamination may be present on the Property and the DNR Lease Lands as the result of the transportation and handling of fuel hydrocarbons; (iii) that there exists no "no further action" letter or equivalent from the applicable Agency for any of the Property and the DNR Lease Lands, that no such letters may ever be issued in connection with the Property and the DNR Lease Lands, that Unocal will take no action to obtain any such letters for the Property and the DNR Lease Lands, and that Owner will endeavor to obtain a no further action letter from the applicable agency based on sediments testing during its due diligence of the Property and the DNR Lease Lands UPDATE THIS CLAUSE AS APPROPRIATE BEFORE CLOSE OF ESCROW AND RECORDING; (iv) Owner had an extensive opportunity to otherwise perform and has performed environmental due diligence on the Property and the DNR Lease Lands, and (v) Owner has released and indemnified Unocal in the Sale Agreement with respect to the Property and the DNR Lease Lands, including with respect to any Contamination thereof, with certain exceptions that are limited in time and scope and to certain parties. -32- 311385.5/018405.00004 3. Environmental Use Covenants / Restrictions. Owner, for itself and Owner Group, and for the benefit of Unocal Group, hereby agrees and covenants that each member of Owner Group, while it owns or has an ownership interest in, operates or manages the Property, will comply with all federal, state and local laws and guidelines respecting any Contamination at, on, under, within or about the Property, including without limitation any such laws or guidelines affecting or pertaining to the use of the Property on account of the presence or potential presence of Contamination. Without limiting the generality of the foregoing, Owner, for itself and Owner Group, hereby agrees and covenants not to (i) install at the Real Property any well for the purpose of bringing groundwater to the surface as a source of water for drinking, irrigation or any other beneficial use of groundwater which is or may be affected by Contamination, and (ii) use any groundwater from the Real Property for drinking, irrigation or any other beneficial use, for so long as any Contamination is or may be present in quantities or concentrations rendering such groundwater unsuitable for beneficial uses unless such water to be brought to the surface or used is treated according to applicable governmental standards and guidelines. Notwithstanding the foregoing, alterations of existing groundwater flow resulting in changes to surface water features on the Property shall not be prohibited hereunder. The restrictions provided by (i) and (ii) above shall not construed to preclude the creation of surface water features. Owner, for itself and Owner Group, acknowledges and agrees that the foregoing environmental covenants and restrictions are reasonably necessary to protect present and future human health and safety and the environment as a result of the actual or potential presence at, on, under, within or about the Property of any Contamination. 4. General Use Covenants / Restrictions. Owner, for itself and Owner Group, and for the benefit of Unocal Group, hereby covenants that it will comply with and agrees that the Property shall be restricted to public park, beach, open space or other public purposes in compliance with all applicable laws and regulations in perpetuity. Owner, on behalf of itself and Owner Group, understands and acknowledges that the foregoing use restrictions in perpetuity and covenants to comply therewith were material inducements to Unocal to enter into the Sale Agreement. 5. Fog Horn Covenants. Owner, for itself and Owner Group, hereby acknowledges the existence of a fog horn at the pier and covenants that Owner and each member of Owner Group will comply with the requirements of law with respect thereto, including but not limited to any requirements of the Coast Guard to sound the fog horn under certain conditions. 6. Release. Owner, for itself and Owner Group, acknowledges that the following provisions are binding upon Owner and Owner Group: Owner, for itself and Owner Group, agrees, subject to Sections 5.2 and 6 of the Sale Agreement regarding Applicable Contamination, that it is the express intent of the parties that: (i) the risk of any Contamination on, under, within or emanating from the Property and the DNR Lease Lands shall shift to Owner, and (ii) Unocal shall have no obligation for any Contamination, on, under, within, or emanating from the Property and the DNR Lease Lands, including but not limited to any remediation thereof. Expressly, but without limiting the generality of the foregoing, Unocal shall have no liability for remediation of any Contamination of the Property and the DNR Lease Lands, for changes in any laws, regulations, guidelines or other criteria concerning appropriate levels of cleanup of such Contamination, or for any third -party claims resulting from any such Contamination. Subject to Sections 5.2 and 6 of the Sale Agreement regarding Applicable Contamination, Owner, for itself and Owner Group, hereby releases Unocal and each member of Unocal Group from all claims, liability, damages, demands, costs, expenses, and causes of action of all kinds, arising out of or in connection with the existence, assessment or remediation of Contamination upon, under, in, or emanating from the soils, sediments, groundwater, bodies of water, or surface waters of the Property and the DNR Lease Lands, including any Contamination related to the dock/pier, including without limitation any -33- 311385.5/018405.00004 claims for death, bodily injury, illness, or property damage or for any claims for any special, indirect, or consequential damages (including but not limited to claims for loss of use, rents, anticipated profit or business opportunity, or business interruption, diminution in value, or mental or emotional distress or fear of injury or illness), trespass, nuisance or otherwise, for any response costs it may incur with respect to the Property and the DNR Lease Lands, under any existing or future federal, state or local law, statute, ordinance, regulation, legal cause of action or theory of any kind, including but not limited to any claim under CERCLA (42 USC 9601 et sea.), RCRA (42 USC 6901 et sea.), the Washington Model Toxics Control Act (RCW Ch. 70.105D), or similar or comparable state, federal, or local laws (individually and collectively, "Released Claims"). Owner, for itself and Owner Group, further recognizes that there is a risk that Owner or Owner Group will incur Released Claims or suffer loss, damage or injuries which are in some way caused by the matters which are the subject of this release, and which may be unknown or unanticipated at the time of Close of Escrow, and Owner and each member of Owner Group assumes this risk and agrees that this release shall apply to all such unknown or unanticipated Released Claims, loss, damage, or injury and hereby waives any and all rights under California Civil Code § 1542 or any similar or comparable Washington law. California Civil Code § 1542 reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. OWNER'S INITIALS: / W- 7. Additional Provisions. 7.1 Owner, for itself and Owner Group, acknowledges that: (a) The provisions contained herein are not a representation or warranty by Unocal that the Property contains no Contamination or Applicable Contamination. (b) The provisions contained herein are not an admission by Unocal as to the existence of any Contamination or Applicable Contamination on the Property. (c) Except as set forth in Paragraph 6 herein, the provisions contained herein are not an indemnity by Unocal of Owner, any member of Owner Group, or any third party regarding any environmental or other matter concerning the Property. (d) The provisions contained herein create no rights in any third party. 7.2 The above covenants, conditions, environmental restrictions, waivers, releases and agreements are environmental covenants running with the land that shall bind each and every member of Owner Group, including successive owners of any interest in the Property, for the benefit of Unocal Group, including without limitation Unocal and its successors and assigns. 7.3 This instrument shall be deemed to be delivered to Unocal concurrently with the delivery by Unocal of the deed to the Property pursuant to the provisions of the Sale Agreement. 7.4 As used herein, the plural shall include the singular. 7.5 If any provision of this Agreement is held by a court of competent jurisdiction as -34- 3113 85.51018405.00004 void or unenforceable and all avenues of appeal have been exhausted, time to appeal has lapsed and an appeal has been abandoned, then that provision of this Agreement shall be deemed to have been deleted, and this Agreement as so modified shall remain in full force and effect. 7.6 This instrument shall be governed by and construed pursuant to the laws of the State of Washington (where the Property is located). 7.7 This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one Agreement binding on the parties hereto. 7.7 In the event of any conflict between the Purchase and Sale Agreement and this Agreement and Declaration of Covenants, Conditions, Environmental and Use Restrictions, Waiver and Release, the Purchase and Sale Agreement shall control. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -35- 3113 85.5/018405.00004 IN WITNESS WHEREOF, this Agreement and Declaration of Covenants, Conditions, Environmental Restrictions, Waiver and Release is executed as of the date first set forth above. Attest: Z2� - City Clerk, Sandra S. Chase Attest: "Owner": City of Edmonds, a Washington municipal corporation By - Name: Title: �IAYQ_ "Unocal": Union Oil Company of California, a California corporation By: Name:_ Title: [Attach Appropriate Notary Acknowledgments] APPROVED AS TO FORM: OFFICE O E TTORNFY: BY 311385.5/018405.00004 - 36 - Exhibit A of Agreement and Declarat' Covenants= Conditions, Environmental and [Ise Restrictions, Waiver and Release DESCRIPTION OF REAL PROPERTY ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). -37- 3113 85.5/018405.00004 Exhibit A-1 of Agreement and Declaration o Covenants, Conditions= Environmental and Use Restrictions_, Waiver and Release DESCRIPTION OF IMPROVEMENTS The Real Property is improved with the following improvements: Dock/pier* including all improvements and appurtenances thereon, including but not limited to the wharf building; 2. Utilities and piping within the boundaries of the Property, including but not limited to all utilities and piping below ground or on the dock/pier; Paving and asphalt, including but not limited to the paved parking area and the asphalt walkway; and 4. Fencing. k The dock/pier extends into and beyond the DNR Lease Lands, in addition to being an improvement on the Real Property. The Bill of Sale which is attached as Exhibit F shall convey all right, title and interest of COMPANY in and to the dock/pier to BUYER, including that portion located on or within the Real Property and that portion extending into and beyond the DNR Lease Lands. -38- 3113 85.5/018405.00004 Exhibit 13 of Agreement and Declaration of Covenants, C-onditions, Environmental and Use Restrictions, Waiver and Release DESCRIPTION OF COMPANY'S ADJACENT PROPERTIES LOTS 1, 2 AND 3, CITY OF EDMONDS SHORT PLAT (5-98-018) RECORDED UNDER AUDITOR'S FILE NO. 9810055004, BEING A PORTION OF GOVERNMENT LOTS 1 AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. -39- 3113 85.5/018405.00004 Exhibit E LIMITED WARRANTY DEED When Recorded Return to: Karen Bruton Union Oil Company of California 376 Valencia Avenue Brea, CA 92823 (Space above this line for recorder's use only) DOCUMENT TITLE: Limited Warranty Deed REFERENCE NUMBER(S) OF RELATED DOCUMENTS: N/A Additional reference numbers on page(s) N/A of document. GRANTOR: Union Oil Company of California GRANTEE: City of Edmonds ABBREVIATED LEGAL DESCRIPTION: Additional legal on page 5 of document. ASSESSOR'S TAX PARCEL NO(S). 262703-2-003-0009 LIMITED WARRANTY DEED UNION OIL COMPANY OF CALIFORNIA, a California corporation ("GRANTOR"), for and in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, conveys and conforms to CITY OF EDMONDS, a Washington municipal corporation ("GRANTEE"), the real estate legally described on Exhibit A attached hereto, situate in the County of Snohomish, State of Washington (the "Property"); SUBJECT TO an easement hereby reserved in favor of GRANTOR and its successors and/or assigns for the benefit of the property described in Exhibit B hereto (the "Upper Yard") and for the benefit of the property described in Exhibit C hereto (the "Lower Yard") over the easterly twenty feet (20') of the Property as described in Exhibit D attached hereto and incorporated by this reference for utility, vehicle and maintenance access and usage including Grantor's rights, if any, to retain, move, enlarge, reconstruct and replace the existing access overpass or trestle over any railroad tracks or the Lower Yard to provide utility, vehicle and maintenance access. AND SUBJECT TO an easement hereby reserved in favor of GRANTOR and its successors and/or assigns for the benefit of the Property described in Exhibits B and C hereto, an easement for pedestrian access to the nearest public right of way adjacent to the Property conveyed by this Limited Warranty Deed as described in Exhibit D. -40- 3113 85.5/018405.00004 RELOCATION OF EXISTING FACILITY AND MERGER. In the event that a public structure is constructed on and over The Burlington Northern and Santa Fe Railway Company line or within the property conveyed by this Limited Warranty Deed, GRANTOR and GRANTEE agree that they, their heirs, successors and/or assigns, shall negotiate in good faith toward a joint facility maintenance and access agreement which would provide for the incorporation of the utility, maintenance, and pedestrian access rights set forth in this Limited Warranty Deed within the new public structure. At the agreement of the parties, the utility, maintenance, and pedestrian access rights and easements may be located either within the new public facility or relocated at the expense of the GRANTEE, its heirs, successors and assigns, to a new alternative location which has the same or a substantially similar utility to the GRANTOR. The parties agree that any such relocation must provide GRANTOR access to the easement created by and legally described in that Easement Agreement recorded in the real property records of Snohomish County, Washington, on September 13, 2000, as Snohomish County Recording No. 200009130374. AND EXCEPTING those matters listed in Exhibit E attached hereto and incorporated herein by this reference. GRANTOR for itself and for its successors and assigns does by these presents expressly limit the covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under said GRANTOR and not otherwise, it will forever warrant and defend the said described real estate. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -41- 3113 85.5/018405.00004 Dated: . 2001 GRANTOR: GRANTEE: UNION OIL COMPANY OF CALIFORNIA, CITY OF EDMONDS, a California corporation a Washington corporation By By Y � G•vS Its: Its: [Attach appropriate acknowledgments] ATTEST/AUTHENTICATED: 1TY CLERK, SANDRA S. CHASE APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: BY 311385.5/018405.00004 - 42 - EXFIIBIT A of Limited Warranty Deed (Legal Description) ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42034'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47025'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). - 43 - 3113 85.5/018405.00004 EXHIBIT B of Limited Warranty Deed (Legal Description of Upper Yard) LOT 2, CITY OF EDMONDS SHORT PLAT, RECORDED UNDER AUDITOR'S FILE NO. 9810055004, BEING A PORTION OF GOVERNMENT LOTS 1 AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. -44- 311385.5/018405.00004 EXHIBIT C of Limited Warranty Deed (Legal Description of Lower Yard) LOTS 1 and 3, CITY OF EDMONDS SHORT PLAT, RECORDED UNDER AUDITOR'S FILE NO. 9810055004, BEING A PORTION OF GOVERNMENT LOTS 1 AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. - 45 - 3113 85.5/018405.00004 EXHIBIT D of Limited Warranty Deed (Legal Description of Easement for utility, and maintenance access) THE EASTERLY 20 FEET IN WIDTH, ADJOINING THE BURLINGTON NORTHERN RAILROAD RIGHT OF WAY, OF PARCEL 1, CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175, RECORDS OF SNOHOMISH COUNTY, WASHINGTON. -46- 3113 85.5/018405.00004 EXHIBIT E of Limited Warranty Deed (Exceptions) Any and all existing building and use restrictions, easements, rights -of -way, conditions, covenants, restrictions, reservations, liens, encumbrances, exceptions and other matters of record; 2. All dedicated roads, streets and highways; All building and zoning ordinances, laws, regulations and restrictions by any municipal or other governmental authority applicable to the Property; 4. All general and special taxes and assessments which are a lien but not yet due or payable or for which statements have not yet been tendered; All matters apparent from an inspection of the Property, or which a current, accurate survey of the Property would disclose (including but not limited to encroachments, overlaps, boundary line disputes, ownership of the trestle for pedestrian access, utilities and pipes and issues relating to obtaining or maintaining access to the Property); 6. Any and all Native American rights which may exist with respect to any portion of the Property; 7. Any and all water, oil, gas, hydrocarbon and mineral rights; Any fishing rights; and The Agreement and Declaration of Covenants, Conditions, Environmental Restrictions, Waiver and Release filed contemporaneously herewith. -47- 3113 85.5/018405.00004 BILL OF SALE Karen Bruton Union Oil Company of California 376 Valencia Avenue Brea, CA 92823 (Space above this line for recorder's use only) DOCUMENT TITLE: Bill of Sale REFERENCE NUMBER(S) OF RELATED DOCUMENTS: Additional reference numbers on page(s) of document. GRANTOR: Union Oil Company of California, a California corporation GRANTEE: City of Edmonds, a Washington municipal corporation ABBREVIATED LEGAL DESCRIPTION: Additional legal on page 5 of document. ASSESSOR'S TAX PARCEL NO(S). 262703-2-003-0009 BILL OF SALE FOR TEN AND 00/100 DOLLARS ($10.00) AND OTHER VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, UNION OIL COMPANY OF CALIFORNIA, a California corporation ("COMPANY"), does hereby sell, convey, setover, assign, and transfer to City of Edmonds, a Washington municipal corporation ("BUYER"), all of its right, title and interest in and to the personal property described in Exhibit A attached hereto and by this reference incorporated herein (the "Personal Property") located on the real property legally described on Exhibit B attached hereto and incorporated herein. "As is" Purchase. BUYER agrees that the Personal Property is to be sold to and accepted by BUYER "as is" and "where is," with all faults, if any, including, without limitation, the environmental condition of the Personal Property, and COMPANY does hereby disclaim any and all, and makes no representations or warranties, express or implied of any kind to BUYER including, without limitation, warranties relating to the physical condition of the Personal Property, or the habitability of the, improvements or Personal Property, or their suitability for any particular purpose. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. - 48 - 3113 85.5/018405.00004 IN WITNESS WHEREOF, COMPANY has executed this Bill of Sale as of ,20 COMPANY: BUYER: UNION OIL COMPANY OF CITY OF EDMONDS, a municipal CALIFORNIA, a California corporation corporation By: By: 40,1,f Y s Its Its [Attach appropriate acknowledgments] ATTEST/AUTHENTICATED: CITY CLERK, SANDRA S. CHASE APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: y BY: a, 3 113 85.5/018405.00004 - 49 - EXHIBIT A of Bill of Sale (Personal Property) All of COMPANY's right, title and interest in and to: Dock/pier, including any portion of the dock/pier that extends beyond the property described in Exhibit B (the "Property"), all improvements and appurtenances thereon, including but not limited to the wharf building; 2. Utilities and piping within the boundaries of the Property, including but not limited to all utilities and piping below ground or on the dock/pier; Paving and asphalt, including but not limited to the paved parking area and the asphalt walkway; and 4. Fencing. -50- 3113 85.5/018405.00004 EXHIBIT B of Bill of Sale (Legal Description) Property: ALL THAT PORTION OF GOVERNMENT LOT 1 AND OF TIDELAND LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT OF WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132 AND IN VOLUME 38 OF DEEDS, PAGE 412, AND LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT OF INTERSECTION OF ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 420 34'34" WEST, 54.17 FEET; THENCE SOUTH 47025'26" EAST 150.00 FEET; THENCE SOUTH 42°34'34" WEST, 765.65 FEET, ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT OF WAY TO THE TRUE POINT OF BEGINNING OF SAID LINE; THENCE NORTH 47°25'26" WEST 418.11 FEET, MORE OR LESS, TO POINT OF INTERSECTION WITH THE INNER HARBOR LINE AND THE END OF SAID DESCRIBED LINE. (BEING PARCEL 1 OF CITY OF EDMONDS SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 8101160175). DNR Lease Lands: THAT PORTION OF THE HARBOR AREA IN FRONT OF TRACT 1, EDMONDS TIDE LANDS, IN FRONT OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., BEGINNING AT A POINT ON THE INNER HARBOR LINE WHICH IS SOUTH 17030' WEST 453.58 FEET OF THE NORTHWEST CORNER OF TRACT 1, EDMONDS TIDE LANDS; THENCE NORTH 47°25'26" WEST 655.02 FEET; THENCE SOUTH 18°55'29" WEST 1,383.62 FEET; THENCE SOUTH 88°51'46" EAST 630.12 FEET; THENCE NORTH 18055'29" EAST 928.35 FEET TO SAID POINT, THE POINT OF BEGINNING; AS SHOWN OUTLINED IN RED ON EXHIBIT A ATTACHED; CONTAINING 15.92 ACRES MORE OR LESS. SUBJECT TO AN EASEMENT FOR STORM DRAIN GRANTED DULY 20, 1978 TO STATE OF WASHINGTON, DEPARTMENT OF HIGHWAYS, UNDER #51-035919. -51- 3113 85.5/018405.00004 Exhibit G TERMINATION OF BUYER LEASE Karen Bruton Union Oil Company of California 376 Valencia Avenue Brea, CA 92823 (Space above this line for recorder's use only) DOCUMENT TITLE: Lease Termination Agreement REFERENCE NUMBER(S) OF RELATED DOCUMENTS: Additional reference numbers on page(s) hL/A of document. GRANTOR: City of Edmonds GRANTEE: Union Oil Company of California ABBREVIATED LEGAL DESCRIPTION: Additional legal on page 5 of document. ASSESSOR'S TAX PARCEL NO(S). 262-703-2-003-0009 LEASE TERMINATION AGREEMENT This Lease Termination Agreement (this "Agreement") is made as of this day of . 20_, by and between UNION OIL COMPANY OF CALIFORNIA, a California corporation ("COMPANY"), and CITY OF EDMONDS, a Washington municipal corporation ("CITY"). RECITALS A. WHEREAS, CITY, as LESSEE, and COMPANY, as LESSOR, are parties to that certain Municipal Lease dated March 19, 1982, and recorded under Snohomish County Recording Number 8207280230, regarding that certain real property legally described in attached Exhibit A (the "Property") as amended by that certain Municipal Lease Amendment dated July 14, 1986 and recorded under Snohomish County Recording Number 8608190062 (collectively, the "Lease"); and B. WHEREAS, COMPANY and CITY have agreed to terminate the Lease; AGREEMENT 1. Lease Termination. COMPANY and CITY agree that the Lease is terminated as of the date this Agreement and is of no further force or effect. -52- 3113 85.5/018405.00004 2. CITY's Release. CITY, for itself and its heirs, legal representatives, officers, directors, partners, agents, successors, and assigns, releases and discharges COMPANY and its heirs, legal representatives, officers, directors, partners, agents, successors, and assigns from all claims and causes of action, known or unknown, that have arisen or may arise in the future, that CITY may have, or claim to have, against COMPANY or its heirs, legal representatives, officers, directors, partners, agents, successors, or assigns related to or arising from the Lease. Furthermore, CITY expressly waives any requirement under the Lease that COMPANY pay or reimburse CITY for any depreciation to improvements to the Property as referenced in Paragraph 3 of the Lease. Paragraph 8(A) of the Lease, which includes indemnities in favor of COMPANY, shall survive the termination of the Lease and shall remain in full force and effect. 3. Governing Law. This Agreement shall in all respects be governed by the laws of the state of Washington. 4. Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder, to carry out the intent of the parties hereto. 5. Modification or Amendment;Execution. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto. This Agreement may be executed in counterparts and by facsimile signature. 6. Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 7. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter 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. 8. Attorneys' Fee . Should either party bring suit or other legal proceeding to enforce this Agreement, the prevailing party in such lawsuit shall be entitled to an award of its reasonable attorneys' fees and costs incurred in connection with such lawsuit, whether at trial, on appeal, in arbitration or mediation, or in any bankruptcy proceeding. 9. Headiap. The captions and paragraph headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the interpretation or construction of any term or provision hereof. 10. Severability. If any provision of this Agreement is determined to be invalid or enforceable, then that provision and the remainder of this Agreement shall continue in effect and be enforceable to the fullest extent permitted by law. It is the intention of the parties that if any provision of this Agreement is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning that renders it valid. SIGNATURE PAGE FOLLOWS. -53- 3113 8 5.5 /018405.00004 Dated this day of . 20_ CITY: CITY OF EDMONDS, a Washington municipal corporation By Its: ATTEST/AUTHENTICATED: COMPANY: UNION OIL COMPANY OF CALIFORNIA, a California corporation By Its: [Attach appropriate acknowledgments] CITY CLERK, SANDRA S. CHASE APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: BY 311385.5/018405.00004 - 54 - EXHIBIT A of Lease Termination Agreement LEGAL DESCRIPTION Parcel I: THAT PORTION OF GOVERNMENT LOT 1, SECTION 26, TOWNSHIP 27 NORTH, RANGE 3, W.M., IN SNOHOMISH COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE NORTH 17' 30' 00" EAST ALONG THE INNER HARBOR LINE AS ESTABLISHED BY THE STATE OF WASHINGTON 928.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 48° 48' 00" EAST 418.11 FEET TO THE WESTERLY LINE OF THE GREAT NORTHERN (NOW BURLINGTON NORTHERN) RIGHT-OF-WAY; THENCE SOUTH 41' 12' 00" WEST 80.25 FEET MORE OR LESS TO A LINE WHICH IS 6 FEET NORTHERLY FROM AND PARALLEL WITH THE NORTHERLY LINE OF THE UNION OIL COMPANY WHARF APPROACH; THENCE SOUTH 79' 10' 00" WEST ALONG SAID PARALLEL LINE 398.3 FEET TO SAID INNER HARBOR LINE; THENCE NORTH 170 30' 00" EAST ALONG SAID INNER HARBOR LINE, 430.6 FEET TO THE TRUE POINT OF BEGINNING. Parcel II: A PORTION OF GOVERNMENT LOT 1 AND OF TIDELANDS, LOT 1, IN SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN SNOHOMISH COUNTY, WASHINGTON, LYING WESTERLY OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY RIGHT-OF-WAY AS CONVEYED BY INSTRUMENT RECORDED IN VOLUME 17 OF DEEDS, PAGE 132, AND IN VOLUME 38 OF DEEDS, PAGE 412, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT OF INTERSECTION OF THE ORIGINAL WESTERLY LINE OF GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF- WAY, WITH THE NORTH LINE OF SAID SECTION 26, SAID POINT BEING 688.03 FEET WESTERLY OF THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 42' 34' 34" WEST, 54.17 FEET; THENCE SOUTH 47' 25' 26" EAST 150.00 FEET; THENCE SOUTH 42' 34' 34" WEST, 917.76 FEET ALONG THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY COMPANY'S RIGHT-OF-WAY TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 420 34' 34" WEST, 123.69 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 1076.60 FEET; THENCE SOUTHERLY ALONG SAID CURVE 461.66 FEET; THENCE NORTH 88' 51' 45" WEST, 191.56 FEET; THENCE NORTH 18' 55' 29" EAST, 583.02 FEET; THENCE SOUTH 770 47' 26" EAST, 324.54 FEET TO THE TRUE POINT OF BEGINNING. -55- 3113 85.5/018405.00004 Exhibit�I INTENTIONALLY DELETED -56- 3113 85.5/018405.00004 Exhibit I DESCRIPTION OF COMPANY'S ADJACENT PROPERTIES LOTS 1, 2 AND 3, CITY OF EDMONDS SHORT PLAT (5-98-018) RECORDED UNDER AUDITOR'S FILE NO. 9810055004, BEING A PORTION OF GOVERNMENT LOTS 1 AND 3, AND PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M. -57- 3113 85.5/018405.00004