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Home My WebLink About1973 - Agreement - Monsanto Fund / Dallas & Mavis Forwarding / Port of Seattle - 7312170452 AGREEMENT THIS AGREEMENT made as of November 7, 1973, by and between MONSANTO FUND, a Missouri Not- For - Profit Corpora- tion, hereinafter called "Monsanto "; DALLAS & MAVIS FORWARD- ING CO., INC., an Indiana corporation, hereinafter called "Dallas"; and the PORT OF SEATTLE, a Washington municipal corporation, hereinafter called "the Port ", supplements and amends a previous contract and provides for the sale of certain real property by Monsanto to Dallas, and the sale of adjacent real property by Monsanto to the Port. r• RECITALS A. By contract dated June 11, 1971, Monsanto agreed to sell to Dallas, and Dallas agreed to buy from Monsanto, approximately 20 acres of real property, situated in King County, Washington. This real property is hereinafter ' ?called "Monsanto Property," and is legally described in • Paragraph 1 of Exhibit A, and is shown as parcels I, II -A, II -B, II -C and III on Exhibit B, both of which exhibits are attached hereto and incorporated herein by this reference. However, Monsanto and Dallas to date have not closed the transaction contemplated by the contract dated June 11, 4) 0dAZl.. • • • B. The Port now desires to acquire approximately 12.9 • -1- acres of the Monsanto Property, together with all improve- ments thereon, and Monsanto and Dallas consent to this as a 1% Excise Tax Not Required JA;K V. McKE:IZIE. King Co. Comptroller By a. r e 7. Depab . ..'�L+ti�M: <`® iY. ti;=` dtiriial ,Zy'cK�.•a�U.rpAUSCe.*.'6�u i. inl:+ atr.:: v!. op, �dsW .b:sr:.1+�.rea.G+.�.':C.»Wi� .mb � `� modification of the contract dated June 11, 1971. Said prop- erty desired by the Port is hereinafter called "Parcel I," is legally described in Paragraph 2 of Exhibit A, and is marked as Parcel I on Exhibit B. C. Dallas with the consent of Monsanto now desires to acquire the remainder of the Monsanto Property, having a total area of 6.2 acres approximately, together with any and all improvements thereon. The property desired by Dallas is hereinafter collectively called "Parcel II," is legally de- scribed as subparcels II -A, II -B and II-C in Paragraph 3 of Exhibit A, and is marked as Parcels II -A, II -B and II-C on CV Exhibit B. UI v CD C Q D. For its use of Parcel I the Port will require CI access thereto by road, railroad tracks, and utility lines via a strip of land running between Parcels II -A, II -B and II -C from East Marginal Way South to Parcel I and the Port plans to construct at least some of these improvements there. This strip of land of approximately 1.03 acres is hereinafter called "Parcel III, " - is_ legally described in Paragraph' 4 of Exhibit A and is marked as Parcel III on Exhibit B. For its use of subparcels II -A, II -B and II -C surrounding Parcel III, Dallas will require rights to use the road and - railroad tracks to be constructed by the Port on Parcel III. RCW 53.20.030 requires that the Port acquire fee title to land, such as Parcel III, on which the Port constructs improvements. However, in view of the relationship of Parcel III to subparcels II -A, II -B and II -C and Dallas' -2- * $\ resulting need to use Parcel III, the Port is willing to receive from Monsanto fee title to Parcel III en- cumbered by easement rights in favor of Dallas as future owner of Parcel II to use the road and railroad tracks to be constructed by the Port on Parcel III provided Dallas pays a portion of the overall price charged by Monsanto for that parcel. The locations of road and railroad tracks to be con- structed by the Port on Parcel III, and the currently con- templated locations of the connecting driveways and railroad spur tracks are shown on Exhibit B. The Port will also re- quire, and Dallas is willing to grant, the perpetual right to place and maintain a sign on subparcel II-C in a location which will not interfere with Dallas' use of that subparcel, N and first refusal rights to purchase Parcel II from Dallas. t!) CD r- NOW, THEREFORE, in consideration of the premises and te . the mutual agreements among the parties set forth below, the parties hereby agree as follows: Provisions Applicable to Monsanto's Sale to the Port 1. Monsanto hereby agrees to sell to the Port and the Port hereby agrees to buy from Monsanto the real prop- erty situated in King County, Washington, legally de- scribed in paragraph 2 of Exhibit A and shown as Parcel I on Exhibit B. Immediately following the signing of this Agreement by Monsanto, the Port and Dallas, the Port shall deposit as earnest money and part payment of the purchase price a cashier's check payable to Pioneer National Title Insurance Company in the sum of Ten Thousand Dollars -3- t� `a ($10,000.00) in escrow with Pioneer National Title Insur- ance Company, a California corporation, hereinafter called "Closing Agent." 2. Monsanto shall convey Parcel I to the Port by Special Warranty Deed in the form attached hereto as Ex- hibit C. 3. As indicated by Exhibit C, said Special Warranty*Deed from Monsanto to the Port shall also in- clude, for the consideration indicated below, the area situ- ated in King County, Washington, legally described in Para - , graph 4 of Exhibit A and shown as Parcel III on Exhibit B, v which shall be subject to easements in favor of Dallas for CD railroad and road right of ways and subject to an obligation N on the part of the Port to have railroad tracks and a hard surface road at least 24 ft. wide constructed and dust con- trol measures taken all as provided for specifically in para- graphs 17 -20 below and in Exhibit A, paragraph 4, and on Exhibit B. 4. The total purchase price to be paid by the Port to Monsanto for Parcel I and Parcel III shall be $863,744.82 and $853,744.82 of the purchase price shall be paid on clos- ' ing by the Port in the form of Seattle -First National Bank cashier's check payable to Monsanto pursuant to Paragraph 13 below. 5. The Port, or its assigns, shall have five (5) -4- %;.,,._..,i,.�.�. .. a...�.:,.:.,1..:.•'��.i:.6.: �iAJ iS: <.1.u'iiii; •..av`t ,I. ci. ZCitiuSl' -.:a:■ LIr .Y):sn✓•7x'.�v "w'(alla4Rf o eN s wY days, after the filing in escrow with the Closing Agent of Z the deed required by paragraphs 2 and 3 above within which =F- ,hZ- to deposit the balance of said purchase price into escrow. rt W JU 00 D Provisions Applicable to Monsanto's Sale to Dallas. u) u! 6. Monsanto hereby agrees to sell to Dallas and -J I- u) u_ Dallas hereby agrees to buy from Monsanto fee title to real ai 0 property situated in King County, Washington, legally described g J u.Q in Paragraph 3 of Exhibit A and shown as Parcel II on Exhibit cn d B and hereinafter collectively called "Parcel II." In addi- I- _ Z F- tion, Monsanto hereby agrees to sell to Dallas and Dallas hereby Z O agrees to buy from Monsanto, easement rights appurtenant to W W 2 j CV Parcel II to use a hard surface road and railroad tracks to 0 in •Izr O 0 be constructed by the Port on adjacent real property legally t-- W W N described in paragraph 4 of Exhibit A and shown as Parcel III I U. N on Exhibit B, and additional easement rights to construct and Z Ll l use connecting roads and railroad tracks on ParcelrIII. U 2 O Dallas' easement rights shall be subject to the rights of the Z Port to install and maintain utility lines over and beneath all portions of Parcel III. 7. The total purchase price for the._foregoing_interests in Parcel II and Parcel III shall be Four Hundred Eighty Four Thousand Seventy Two and 02/100 Dollars ($484,072.02). The remaining balance of the purchase price is the sum of Four Hundred Thirty Six Thousand Three Hundred Thirty Eight and 69/100 Dollars ($436,338.69) (in excess of the Forty -Seven Thousand .r._.�... . k„..£...:+; f... 3Siii�1'.' t'#*°`. o�usti'''. vy= �K. wrluir?ww�' ?.:3.�8:.�.��ic:nSie :ar.,ai `. 10 0 0 �� Seven Hundred Thirty -Three and 33/100 Dollars ($47,733.33) pre- viously deposited by Dallas with the Closing Agent under its contract with Monsanto dated June 11, 1971), which sum shall be paid tOrough Peoples National Bank in Seattle transferring said funds by certified or cashier's check at its option (Paragraph 13, infra), upon the order of Closing Agent (not before Closing Agent is prepared to close, however) so that Dallas can receive income from said funds at Peoples until closing is ordered. Subject to the terms of the escrow, Dallas will authorize Closing Agent to draw on said funds directly for this purpose. 8. Monsanto shall convey Parcel II and the easement rights in Parcel III to Dallas by Special Warranty Deed in the form attached hereto as Exhibit D. Provisions Applicable to Both of Monsanto's Sales. 9. Monsanto, the Port, and Dallas agree to open an escrow account for the sales, to be governed by the terms of this Agreement, with Closing Agent. If the Closing Agent should refuse, fail or be unable to act as such pursuant to the provisions this Agreement in connection with - the escrow, then another reputable title insurance company, or bank, selected by the purchasers and approved by Monsanto, shall be appointed in its stead and shall be deemed the Closing Agent as such term is used herein. 10.A. Monsanto shall make available to each purchaser as soon as procurable a standard form owner's policy of -6- Z = ~ W UO U 0 co tu W I F COw W E2 a = w I- _ Z I- O Z I- w w � D U O � C) I- W H 0 Li: O W Z U = O F- Z title insurance or report preliminary thereto issued by the Closing Agent and applicable to the parcel each purchaser is acquiring. Each title policy to be issued shall contain no exceptions other than those provided for in said standard form plus the restrictions, reservations, encumbrances, easements, or defects expressly authorized in connection with each parcel by this Agreement including all exhibits attached hereto. Rights reserved in federal patents or state deeds, building or use restrictions general to the district, and building or zoning regulations or provisions shall not be deemed encumbrances or defects. 10.B. If title to either conveyance is not so insurable as above provided and cannot be made so insurable by term- ination date set forth in paragraph 13 of this Agreement, the pertinent earnest money deposited pursuant to this Agreement shall be refunded and all rights of the pertinent purchaser terminated: Provided that said purchaser may waive defects and elect to purchase. If title to either conveyance is so insurable and the pertinent purchaser fails or refuses to complete purchase, the earnest money shall be forfeited as liquidated damages, which shall be Monsanto's sole remedy. The Closing Agent shall not be responsible for delivery of title. 11. Taxes for the current year shall be prorated as of the date of the closing of the sale of each parcel. Water and other utilities constituting liens shall be paid by Monsanto. -7- fti 4 . . 4 ,:,x.,.�,.n,.r < s �, ::: . �:_��. ... • w. t11« 1+ a:: �i2na�m .UW:x:.+..�....a�..ti.....rn::. 12. Each purchaser shall be entitled to possession on the date of closing of the sale of its parcel. 13. The sale of each parcel shall be closed in the office of the Closing Agent within thirty days after the date of this Agreement. With regard to the sale of each parcel, Monsanto and the purchaser will deposit in escrow with the Closing Agent, all instruments and monies neces- sary to complete the purchase in accordance with this Agreement. All such payments by the Port shall be by Seattle -First National Bank cashier's check. All such payments by Dallas shall be made in accordance with par- ty U, graph 7 above. The cost of the escrow shall be paid one- CD P- half by Monsanto and one -half shall be prorated between N the purchasers. Monsanto shall also pay at time of clor- P- ing the following expenses of sale: (a) One percent county excise tax (to the extent applicable); (b) premium for policies of title insurance in'the amount of the respective purchase prices; (c) Washington documentary revenue stamps at One Dollar per thousand; (d) Real estate commissions per agreement attached hereto marked Exhibit E; and u;.+ is a7.. xL' k.^ �tDi:.': diaS:;+ cyl ncir, Y; tti �ta4t, iti1" n« i" C,Si3ecic'e`r�:1'' (e) recording expenses necessary to clear title to each parcel in accordance with this Agreement. Each pur- chaser shall pay the cost of recording the Special War- ranty Deed to the parcel(s) it is acquiring. 14.A. Time is of the essence in connection with every aspect of this Agreement. There are no oral or other Agree - ments which alter or otherwise modify the terms of this Agree- ment as herein expressed. This Agreement shall be binding upon and inure to the benefit of all parties hereto and their respective successors and assigns. The terms of this Agree - CV ment shall survive the closing of the escrow and transfers of CD title provided for herein. f`- N ti 14.B. This agreement, when signed by Monsanto, the Port, and Dallas and fully closed in accordance with its terms with all payments due to Monsanto made, shall supersede the prior contract between Monsanto and Dallas dated June 11, 1971, relating to the real property subject to this Agreement, and shall constitute an accord and satis- faction of any and all claims between Monsanto and Dallas which are the subject of King County, Washington, Superior Court Cause No. 752092, and which may otherwise relate to said contract dated June 11, 1971. As a condition to payment to Monsanto of the entire purchase price due hereunder, Monsanto and Dallas shall deposit into escrow with the Clos- ing Agent a form of agreed Order of Dismissal of said Superior Court Cause No. 752092 signed by authorized represen- -9- +�� J,�T..S.T�` t;.�..>';a�ri� it,•n;;µ�..'.��..�:';iti`iiaa -10- tatives of both Monsanto and Dallas, to become effective only upon closing. Said Order shall provide for the dismissal to be with prejudice and without award of costs to either party, and shall be in form sufficient in the opinion of the Closing Agent to enable it to insure title to Parcels I, II, and III in the amount of the values thereof stated herein free of any exceptions relating to Superior Court Cause No. 752092 and the Contract dated June 11, 1971. In the event that closing under this Agreement is not completed on or before December 8, 1973, then and in that event, this Agreement shall be null and void and of no effect and this Agreement shall be without prejudice to the litigation between Monsanto and Dallas pending in said Superior Court Cause No. 752092. 15. All notices hereunder may be delivered or mailed. If mailed they shall be sent by certified or registered mail to the respective addresses set forth below, or to such other respective addresses as the pertinent party may hereafter from time to time designate in writing to the other two parties to this Agreement. Notices sent by -tail shall be deemed to have been given when properly . mailed, and the postmark affixed by the United States Post Office shall be conclusive evidence of the date of mailing. Subject to the provisions of paragraph 16 below, the addresses of each party for notice purposes are as follows: N U) ikt O r— N C") N Department of Real Estate Port of Seattle P. 0. Box 1209 Seattle Washington 98111 Monsanto Fund 800 North Lindbergh Boulevard St. Louis, Missouri 63166 Dallas & Mavis Forwarding and Co. Inc. 4000 West Sample Street South Bend, Indiana 46621 Attn: Charles PieronS 16. This Agreement shall be void unless signed by authorized representatives of the Port, Monsanto, and Dallas and notice of such signing given to all parties prior to mid- night, Pacific Standard Time, November 8, 1973 or prior to any extension of that deadline established by written agreement among all three parties. Notice of such signing may be given to the parties through Pioneer National Title Insurance Com- pany. Provisions Applicable Between the Port and Dallas Relating to Easements. 17. Promptly after its acquisition of Parcel III the Port shall arrange for the construction of a hard surface road at least 24 feet wide and railroad tracks thereon as provided for in Paragraph 4 of Exhibit A and as shown on Exhibit B. The construction of the road and these railroad tracks shall be at no cost to Dallas except for the follow- ing: (a) In the event of any encroachment from buildings Dallas i Mavis Forwarding Co. Inc. 9301 Wilshire Blvd Suite 401 Beverly Hills Calif. 90210 Attn: Paul Mavis :.r.,'Yw:;;t.�:F,>:;�,. r.?;:,�,:..:H•rr .,a :iri5't:iy;�:Sr3�r....4 r:.• 'I -rte, 1rd. u x4 i2 i.Y i A.: ^`:k7iAia:�i4si1 �°T�6Cn:T.R' . rY.t3 S:`l i:e' ii;f4. .1 , � ti �� or other structures or improvements situated on or in Parcel II onto or into Parcel III, Dallas on written notice from the Port shall promptly remove from Parcel III each such en- croachment designated by the Port, and Dallas shall bear the costs of such removal and of any necessary remodelling or reconstruction of buildings, structures, or other improve- ments on or in Parcel II resulting from such removal. It is the intent of this subparagraph that the Port's construc- tion and use of a road, railroad tracks and also utility lines on and in Parcel III shall not be disrupted by en- croachments from Parcel II. (b) Promptly after the Port's acquisition of Parcel III the Port and Dallas agree jointly to petition to King County for a traffic control light to be placed in East Marginal Way South opposite the entrance to the read on Parcel III for the purpose of assisting access thereto. (c) Promptly after the Port's acquisition of Parcel III the Port and Dallas agree jointly to petition the Union Pacific Railroad, as the operating railroad for the East Marginal Way South Common User Track, for the con- struction of the railroad trackb which the Port has agreed to have located on Parcel III and also for the construction of any railroad tracks which Dallas wishes to be located on Parcel III pursuant to Paragraph 18 below. 18. The Port hereby confirms that Dallas shall have -12- Z ;= Z 1 W J U U o UO co w W I H W W W o u_ Q U � w z I o W ~ W U 1- W w I H 0 . o z W U N O z AAOt vg a perpetual easement running with Parcel II (in considers- tion of the portion of the price thereof to be paid by Dallas and the Port's first refusal rights provided in Exhibit D) QQ W w to use road and railroad tracks which the Port will have _10 constructed on Parcel III and to construct and use connect- U 0 cn ing roads and railroad tracks in substantially the locations shown on Exhibit B. Within 30 days after the Port's acquisi- w u" w tion of Parcel III Dallas shall inform the Port as to the g 5 precise location of these connecting roads and railroad u 5 N d tracks. Dallas shall be responsible for the construction H = Zl- and maintenance of such connecting road and railroad tracks. O To permit full use of the road and railroad tracks on Parcel W�j CN III which the Port shall have constructed, no parking of U O vehicles shall be permitted anywhere in Parcel III, and the CI F- W — Cy Port and Dallas shall jointly prevent the "spotting" or stor- 0 age of railroad cars anywhere on Parcel III. ii 19. The Port shall be responsible for all mainten- ance of the road which it will have constructed on Parcel III, except that Dallas shall promptly pay the reasonable cost of any repairs to that road made necessary by negli- -13- gence or improper use of the road by Dallas, its successors in interest, and any employees, agents, or invitees of either. The cost of maintenance of the railroad tracks and their bed which the Port shall have placed on Parcel III :shall be apportioned between Dallas and its sucessors in interest, on the one hand, and the Port on the other hand on an annual average per car basis, based upon the proportion- ate use by the Port and Dallas. The Port ehall take appro- u?. .4..r.T ;x..i:>4u::4,2 e?:t: a:=::a , ..atzi..},- -, : Z N O N _ cv) N 20. The Port shall have the perpetual right, but not any obligation, to place and maintain a location sign and /or landscaping on subparcel II -C at points which will not inter- fere with Dallas' contemplated use of that subparcel. At all times such sign and landscaping shall remain the property of the Port and may be removed by the Port. The design and construction of this sign shall comply with all applicable state and local laws, ordinances and regulations, and with the Port's standards for its existing location signs. The sign shall have a maximum size of 9 -1/2 feet high by 8 -1/2 feet wide and shall be mounted with a maximum elevation of 20 feet on poles set in a concrete pedestal. 'ATM MONSANTO)FUND .." Sot; er. G . 'SSev priato steps to control dust on the.surface of all portions of Parcel III. 21. Dallas shall have right to connect to the sewer to be located in Parcel III by the Port and will pay the con- nection cost as well as any monthly service charge imposed by the sewer district as it relates to sewer use. IN WITNESS WHEREOF each party has signed this Agree- ment as of the date set forth by its name. ILL By ' \ oel,y 0 • retary Its Pres.dent ate Seal) ate /; /„7/:2 3 tri 7312170452 s d H x NOTICE: IF THE DOCUMENT IN THIS FRAME IS LESS CLEAR THAN THIS NOTICE IT IS DUE TO THE QUALITY OF THE DOCUMENT. ACKNOWLEDGMENT FOR PORT OP SEATTLE STATE OF `,(cL„t / ) Osc J County cf ) aa. On this day of , 19' , before me personally appeared PAUL FRIEDI NDER and FRANK R. KITCHELU , to me known to be the President and the Secretary, respectively, of the corporation that executed the within and foregoing instrument, and acknowledged 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 were authorized to execute said in- strument and that the seal affixed is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and ,, (fixed my official seal the day and year first above itten. AI)41r 1 ` lam' • )JOTARY PU IC i and �t� of - resi " co.ml..t.w mom ra. or, temat CV -41.01 ACKNOWLEDGMENT FOR MONSANTO FUND STATE OF MISSOURI ) 8? LOUD ) ss. County of ) On this 5th day of MoS.bar ,le 19 73 • before ers�naappeared • and • , to me known to be the President and the Secretary, respectively, of the corporation that executed the within and foregoing instrument, and acknowledged 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 were author- ized to execute said instrument and that the seal affixed is the corporate seal of said corporation. �•' " " T WITNESS WHEREOF I have hereunto set my hand and .' 454 official seal the day and year first above 4•. •'writ � y e . . >• .\:-.(9.i:..: _ :1;i `• ....•. :.TA', a " : of i4ing J - at OS -16- Z Q �Z (Id 6 00 co o J H W 5.2 d F .. W Z = F- 0 Z F- W v� OH WW l-- i L ui U = O ~ Z CV v v ACKNOWLEDGMENTS FOR DALLAS & MAVIS FORWARDING CO. INC. STATE OF W f i { 1 nk4'Tb (J ) ss. County of k l 14 Cr ) On this __ day of NOV E, -s2-- , 197-3 , before me persons yy - appeared JCjvj r i s and C b(AaLLS (E t , - me own o be the president and the Secretary, respectively, of the corporation that executed the within and foregoing instrument, and acknowledged 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 were authorized to execute said in- strument and that the seal affixed is the corporate seal of said corporation. IN• WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above .. O1FIS►% written. NOTARY PUBLIC n a • • % e State of t 4 t'Je )/ !Of • filing .y at vvE s o ,;'•• i . STATE OF ) ) ss. County of ) On this day of before me personally appeared and , to me known to be the President and the Secretary, respectively, of the corporation that executed the within and foregoing instrument, and acknowledged 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 were authorized to execute said in- strument and that the seal affixed is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. 19 NOTARY PUBLIC in and for the State of residing at . iEi1;.' lir+. t. ��iS. lslu. iarrck? }as*rs"w� +::"�+it�r`�L ri��;:d�si" - . xa7sLVii.+Yv7 4 • The material following this sheet constitutes Exhibit A.to Agreement dated as of November 7, 1973, by and between MONSANTO FUND; DALLAS & MAVIS FORWARD- ING CO., INC. and PORT OP SEATTLE. .• . % t:::.:;' rdi .:..•,u::c� e.:�u�i:::._��.::�im :.3- - .�::.'` r�i:�::;.s�c:us,�?itui,. 7312170452 EXHIBIT B TO SPECIAL WARRANTY DEED FROM MONSANTO FUND TO DALLAS r MAVIS FORWARDING CO. INC. 1. This Exhibit implements an Agreement made as of November 7, 1973 (hereinafter called the "Agreement ") among Monsanto Fund (a Missouri Not- For - Profit Corporation, hereinafter called "Monsanto "), Dallas & Mavis Forwarding Co., Inc. (an Indiana corporation, hereinafter called "Dallas "), and the Port of Seattle (a Washington municipal corporation, hereinafter called the "Port "). Among other things, the Agreement provided for the conveyance by Monsanto to Dallas of Parcel II subject to certain perpetual rights for the benefit of adjacent Parcel CV III and the owners thereof. The Agreement also provided for v CD the conveyance by Monsanto to the Port, of that Parcel III CV subject to certain perpetual rights for the benefit of adjacent Parcel II and the owners thereof. The above- mentioned Parcels II and *_II are legally described on this Exhibit B and on accompanying Exhibit A. 2. Accordingly, there is hereby expressly granted to the Port and its successors and assigns while owners of Parcel III and imposed on Parcel II, and Dallas and its successors and assigns while owners thereof, the perpetual and nonexclusive rights and obligations, respectively, with regard to Parcel III as provided below in the provisions quoted from paragraphs 17 -21 and 6 of the Agreement. In addition, there is hereby granted to Dallas and its successors and assigns while owners of Parcel II, and imposed on, Parcel III, and the Port and its successors and assigns while owners thereof, the perpetual and nonexclusive -1- EXHIBIT B Cii:•. y1S'! �'�'dfl�1+:N.e"-�';�:�uS:.iacfti .' -.�... ,'•: ;�,: �r.. ... .�., x w v��r. r . ,..... ,.: �'... ... .. ... ., ,.T 106 v0 rights and obligations respectively with regard to Parcel II provided in the following Agreement provisions: "17. Promptly after its acquisition of Parcel III the Port shall arrange for the construction of a harts surface road at least 24 feet wide and railroad tracks thereon as provided for in Paragraph 4 of Exhibit A and as shown on Exhibit B (to November 7, 1973 Agree - ment]. The construction of the road and these railroad tracks shall be at no cost to Dallas except for the following: "(a) In the event of any encroachment from buildings or other structures or improvements situated on or in Parcel II onto or into Parcel III, Dallas on written notice from the Port shall promptly remove from Parcel III each such encroachment designated by the Port, and Dallas shall bear the costs of such removal and of any necessary remodelling or reconstruction of buildings, structures, or other improvements on or in Parcel II resulting from such removal. It is the intent of this subparagraph that the Port's construction and use of a road, railroad tracks and also utility ` CV lines on and in Parcel III shall not be disrupted u by encroachments from Parcel II. CD ti (b) Promptly after the Port's acquisition of Parcel III the Port and Dallas agree jointly to petition to King County for a traffic control light to be placed ti in East Marginal Way South opposite the entrance to tha road on Parcel III for the purpose of assisting access thereto. "(c) Promptly after the Port's acquisition of Parcel III the Port and Dallas agree jointly to petition the Union Pacific Railroad, as the operating railroad for the East Marginal Way South Common User Track, for the construction of the railroad tracks which the Port has agreed to have located on Parcel III and also for the construction of any railroad tracks . which Dallas wishes to be located on Parcel IIi pursuant to Paragraph 18 below. "18. The Port hereby confirms that Dallas shall have a perpetual easement running with Parcel II (in consideration of the portion of the price thereof to be paid by Dallas and the Port's first refus +l rights provided in Exhibit D (to November 7, 1973 Agree- ment)) to use the road and railroad tracks which the Port will have constructed on Parcel III and to construct and use connecting roads and railroad tracks in substan- tially the locations shown on Exhibit B. Within 30 days after the Port's acquisition of Parcel III Dallas shall inform the Port as to the precise location of these connecting roads and railroad tracks. Dallas shall be responsible for the construction and maintenance -2- EXHIBIT B • of such connecting road and railroad tracks. To permit full use of the road and railroad tracks on Parcel III which the Port shall have constructed, no parking Z of vehicles shall be permitted anywhere in Parcel Q • III, and the Port and Dallas shall jointly prevent Z I the "spotting" or storage of railroad cars anywhere w on Parcel III. 6 , "19. The Port shall be responsible for all maintenance of the road which it will have constructed co - O on Parcel III, except that Dallas shall promptly pay co W the reasonable coat of any repairs to that road made WI - I— nc cessary by negligence or improper use of the road u) u_ by Dallas, its successors in interest, and any employees, W O agents, or invitees of either. The coat of maintenance 2 of the railroad tracks and their bed which the Port shall have placed on Parcel III shall be apportioned between Dallas and ita aucessora in interest, on the n L one hand, and the Port on the other hand on an annual a average per car basis, based upon the proportionate = W use by the Port and Dallas. The Port shall take appro- F- 2 priate steps to control dust on the surface of all Z F- portions of Parcel III. Z 0 W W �j "20. The Port shall have the perpetual right. U 0 vz but not any obligation, to place and maintain a location ti sign and /or landscaping on subparcel II-C at points O co __ which will not interfere with Dallas' contemplated p Cg use of that subparcel. At all times such sign and landscaping shall remain the property of the Port H H r- and may be removed by the Port. The design and construc- u_ tion of this sign shall comply with all applicable 0 state and local laws, ordinances and regulations, and Z ,with the Port's standards for its existing location W signs. The sign shall have a maximum size of 9 -1/2 H H feet high by 8 -1/2 feet wide and shall be mounted 0 with a maximum elevation of 20 feet on poles set in Z a concrete pedestal. "21. Dallas shall have right to connect to the sewer to be located in Parcel III by the Port and will pay the connection cost as well as any monthly service charge imposed by the sewer district as it relates to sewer use." "6. . Dallas' easement rights [to Parcel IIIJ shall be subject to the rights of the Port to install and maintain utility lines over and beneath all portions of Parcel III." 3. Also as provided in the Agreement, there is hereby imposed upon Parcel II, and Dallas and its successors and assigns while owners thereof, first refusal rights to purchase all or any portion of Parcel II for the benefit of Parcel III and the -3- EXHIBIT B owners thereof. The Port, while owner of Parcel III, shall have the perpetual right to equal any and all bona fide offers (sub- ject to the three exceptions expressly provided below) received by Dallas, or its successors and assigns as owner of Parcel II, for the purchase from such owner of the whole or any portion of Parcel II in the event the recipient of such purchase offer is willing to accept it. However, in the event the Port does not agree, within 15 days of receiving written notice of the com- plete terms of such an acceptable offer, to purchase the real property subject to the offer on identical terms, the Port shall have forever waived its foregoing first refusal rights to pur- chase that particular property. Such waiver would be without :V prejudice to the Port's first refusal rights .to purchase the re- v CD • N. mainder, if any, of Parcel II. The Port's first refusal rights N shall under no circumstances apply to, and Dallas shall have no vl obligation to notify the Port regarding: (1) Any corporate reorganization or recapitalization of Dallas, or merger thereof; (2) Any transfer of all the assets or all of the stock of Dallas to another corporation or entity; (3) Any transfer by Dallas or any other corporation of the above- described property to Paul A. Mavis, his executors, administrators, heirs or assigns. The foregoing first refusal rights shall inure to the bene- fit of the Port's successors and assigns while owners of Parcel III. 4. The foregoing references to certain.provisions of the Agreement are without prejudice to the remaining provisions of the Agreement and all Exhibits attached thereto. It is expressly recognized that, as provided in paragraph 14.A of the Agreement, all provisions thereof and Exhibits thereto shall survive the transfers of title provided for therein. - 4 - EXHIBIT B N' �l tu1XE1' i�iti3ntins� »nGnsii¢a:a+_4.:'ckt'aL4Citi �.sFf+�dun'iwh::;wtttx �1'u�G�;rE'uil;'L•'T �:° • 5. PARCEL III LEGAL DESCRIPTION A portion of Francis Mc Nett Donation Claim No. 38; a portion of the abandoned bed of the Duwamish River lying westerly of the westerly margin of East Marginal Way South, and between said Donation Claim and the Plat of Moore's five acre tracts; and a portion of Tract 68 of said plat as recorded {.n Volume 9 of Plats, Page 28, all in Section 33, Township 24 North, Range 4 East, W.H., in King County, Washington, described more particularly as follows: Beginning on the westerly margin of East Marginal Way South at a point which bears N 89 - 15' - 54" W a distance of 2470.01 feet along the Donation Claim Line and S 23 - 40' 59" E a distance of 1374.17 feet along the westerly margin of East Marginal Way South from the intersection of the line between the Donation Claims of Francis Mc Nett and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East, W.M., in King County, Washington, said point being at the intersection of the westerly margin of East Marginal' Way South with the north line of•Van De Venter stock farm tract and true point of beginning • of this description, thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 67.935 feet; thence N 86° - 54' - 59" W a distance of 176.655 feet to a point on a curve; thence easterly to CV southeasterly along the arc of a curve to the right, the initial radial Ul bearing of which bears S 13 - 31' - 12" W vith a radius of 469.78 feet and central angle of 32 - 53' - 53" a distance of 269.738 feet to a P- point on said :'esterly margin of East Marginal Way South; thence S 23° - N 39' - 54" E along said westerly margin, a distance of 80.534 feet to a • point on a curve; thence northwesterly to southwesterly along the arc of ti a curve to the left, the initial radial bearing of which bears S 56 - 07' - 53" W with a radius of 448.78 feet and central angle of 84° - 06' - 12" a distance of 658.755 feet to a point of tangency; thence S 62 -'01' - 41" W a distance of 129.448 feet; thence N 27° - 55' - 56" W a distance of 50.00 feet; thence N 62° - 01' - 41" E a distance of 213.016 feet to a point of curvature; thence northeasterly along the arc of a curve to the right, with a radius of 359.94 feet and central angle of 31° - 03' - 20" a distance of 195.097 feet to a point of tangency; thence S 86 - 54' - 59" E a distance of 216.243 feet to the northwest corner of that certain tract of land heretofore deeded to Van De Venter stock farm by deed recorded in Volume 784 of Deeds, Page 571, Records of King County, thence S 89 - 27' - 50" E along the north line of said Van De Vanter stock farm tract a distance of 14.94 feet to the true point of beginning. Containing 45,264 square feet. • - .....` Exhibit B Z • W : QQ 5 J V 0 0. • W = J H V) u_ W O d . 2 The material following this sheet constitutes F - _ Exhibit E to Agreement dated as of November 7, 1973, Z O N by and between MONSANTO FUND; DALLAS & MAVIS FORWARD- ? Q X() .ct ING CO., INC. and PORT OF SEATTLE. 0==. CD LLI % EXHIBIT E COMMI6SIONS PAYABLE The Closing Agent shall pay the following commis- sions from' the proceeds of sale: (1) To Coldwell, Banker and Company the sum of $28,653.00. (2) To Lambuth Sill 6 Sprague, Inc., the sum of $27,000.00. • . The said commissions shall be charged by the Escrow Agent to the Account of Monsanto. November 1, 1973. Broker Approval: COLDWELL, BANKER AND COMP Y By . • . / Cz- geratvr LAMBUTH SILL & SPRAGUE, INC. By • 7/z( /. /, ! %.1 • .... �4 Z Ce JU 00 co CO J =" H W O 2 g Q = a . W Z Z � I— O Z I— I : U 0 O - I U . I— F- O : .. W — o Z O z 'Exhibit A to Special War f Deed from Monsanto Fund to Pc Seattle enumerating real property to be conveyed in fee. PARCEL I LEGAL DESCRIPTION of 4, 444,1"041. , A PC :T 109 OF FRANCIS MC MATT DONATION CLAIM NO. 33; A PORTION OF THE A:A`J'JCN!D BED OF CHE D'J:IA:11SH RIVER LYING BETWEEN EAST MARGINAL WAY SOUTH AND THE EASTERLY BOUNDARY OF THE RIGHT OF WAY OF COMMERCIAL .WATERWAY DISTRICT NO. 1, AND BETWEEN SAID DONATION CLAIM AND THE PLAT OF MOORE'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT RECORDED IN V':)LUM °- 9 OF THE PLATS, PAGE 28, IN KING COUNTY, WASHINGTON; AND PORTIONS OF TRACTS 5E, 59, 60, 67, AND 68, AND PORTIONS OF VACATED FRANCIS AVENUE IN' SAID PLAT OF MOORE'S FIVE ACRE TRACTS, ALL IN SECTION 33, TOWNSHIP 24 N: :RT11, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: • BEGIII\jr:G ON THE WESTERLY MARGIN OF EAST MARGINAL WAY SOUTH AT A POINT WHICH SEARS N 89' - 15' - 54" I'I A DISTANCE OF 2470.01 FEET ALONG THE DONATION CLAIM LINE AND S 23 - 40' - 59" E A DISTANCE OF 1374.17 FEET ALONG THE WESTERLY MARGIN OF EAST MARGINAL WAY SOUTH FROM THE INTERSECTION OF THE LINE BETWEEN THE DONATION CLAIMS OF FRANCIS MC MATT AND HZNRY VAN ASSELT WITH THE EAST LINE OF SECTION 33, TCNNSHIP 24 t•IORTH, RANGE 4 EAST, W.M., IN KING COUNTY, 'WASHINGTON, SAID POINT BEING AT THE INTERSECTION OF THE WESTERLY MARGIN OF EAST MARGINAL WAY SOUTH WITH THE NORTH LINE OF VAN nE VAINER STOCK FARM TRACT; THENCE S 23' - 39' - 54" E ALONG THE WESTERLY MARGIN OF EAST MARGINAL WAY SOUTH A DISTANCE OF 354.30 FEET TO THE PRODUCTION NORTHEASTERLY OF THE SOUTHEASTERLY LINE OF TRACT 67, SAID' PLAT OF MOORE'S FIVE ACRE TRACTS; THENCE S 62° - 01' - 41" I ALONG SAID PRODUCED LINE AND ALONG THE SOUTHEASTERLY LINE OF SAID TRACT 67, AND THE SAME PRODUCED SOUTHWESTERLY A DISTANCE OF 570.09 FEET AND TRUE POINT OF BEGINNING OF THIS DEESCRIPTION; THENCE CONTINUING 5 52' - 01' - 41" W ALONG THE SOUTHEASTERLY LINE OF SAID TRACT 67, A DIST:-:• OF 150.00 FEET TO TOE CENTER LINE OF VACATED FRANCIS AVENUE IN SAID PLAT; THENCE :I 27 - 58' - 19" W ALONG SAID CENTER LINE A DISTANCE OF 137.13 FEET TO AN INTERSECTION WITH THE PRODUCTION NORTHEASTERLY OF A LINE WHICH IS A DISTANCE OF 100 FEET SOUTHEASTERLY FROM, MEASURED AT RIGHT ANGLES -4 • THERETO, AND PARALLEL TO THE NORTHWESTERLY LIME OF TRACT 53 IN SAID PLAT OF MOORE'S FIVE ACRE TRACTS; THENCE S 62° - 01' - 41" W ALONG SAID PRODUCED i5 LIME AND THE LINE WHICH IS A DISTANCE OF 100 FEET SOUTHEASTERLY FROM, — 'T MEASURED AT RIGHT ANGLES THERETO, AND PARALLEL TO THE SOUTHWESTERLY LINE O OF SAID TRACT 53, A DISTANCE OF 973.94 FEET TO THE EASTERLY LINE CF THE * RIGHT -OF -WAY OF SAID COMMERCIAL WATERWAY NO. 1; THENCE N 15 - CO' - 00" 'd N • .ALONG SAID EASTERLY LINE A DISTANCE OF 493.14 FEET TO THE SOUTHEASTERLY LINE OP THAT PORTION OF SLIP NO. 6 HERETOFORE CONVEYED TO MONSANTO CHEMICAL COMPANY BY DEED RECORDED UNDER AUDITOR'S FILE NO. 5013533; THENCE NORTHEASTERLY ALONG THE FOLLOWING COURSES AND DISTANCES, N 63° - 35' - 52" A DISTANCE OF 156.80 FEET; THENCE N 57 - 44' - 50" E A DISTANCE OF 156.30 FEET; THENCE N 44° - 56' - 54" E A DISTANCE OF 91.66 FEET THENCE ,•: 59 - 16' - 27" E A DISTANCE OF 343.70 FEET; THENCE N 69' 07'- - -23" A DISTANCE OF 121.56 FEET TO THE WESTERLY MARGIN OF THE FILLED R :.' :R B=D OF THE DUWAMISH RIVER, BEING THE NORTHERLY PRODUCTION OF T:iE CENT=? LIN= OF FRANCIS AVENUE "NOW VACATED" AS PLATTED I N SAID PLAT OF : ".•:OR =' S FIVE ACRE TRACTS; THENCE N 27° - 58' - 19" :•J ALONG SAID PRODUCED CENT R ! 1 !E A DISTANCE OF 87.30 FEET TO THE NORTHERLY CORNER OF SAID SLIP NO. c FCL_O I: :G THE S IClE LINE OF SAID DUWAMISH RIVER t AS ES � . .3L 15 : : =D " :; SY C'? :.M =RCIAL WATERWAY DISTRICT NO. 1, N 70° - 40' - 29" = A DISTANCE OF • 110.173 FEET; THENCE if 33' - 57' - 56" E A DISTANCE OF 4L!.29 FEET T') SAID POINT BEING 150 FEET EASTERLY OF,'•IHE`' MEASURED AT RIGHT AN : :L71,F %0M THE NORTHERLY PRODUCTION OF THE CENTER LINE OF F%.i'cts "NOW VACATED" A3 PLATTED IN SAID PLAT OF MC3%E'S F:VE TR.-;CTS; 1cl_ICE S 27' - 55' - 56" E A DISTANCE OF 714.50 FEET TO THE TRUE POINT OF BEGINNING. C' NI'l.I':i: :i 553,007 SQUARE" FEET (12.92u3 ACRES) Exhibit A 'rs ; :yir. >uzs. •a�tt,:t�,nns c: r sa•n � . w•4.:tr ¢as�us� Av :.v;rgw,wa .. asiik.v:=a�� wx�i i�i;:s,�u:r.�u3e� 0 0,‘ Nt - „ ' EXHIBIT A TO AGREEMENT MADE AS OF NOVEMBER 7, 1973 AMONG MONSANTO FUND, PORT OF SEATTLE, AND DALLAS 6 MAVIS FORWARDING CO. INC. 1. Monsanto Property, formerly to be conveyed under Contract dated June 11, 1971 from Monsanto Fund to Dallas & Mavis Forwarding Co. 4 A portion of F rancis fcWatt Donation Claim No. 3d; a portion • of the abandoned bed of the Di:waaish River lying between East Mar- ginal Way South and the easterly boundary of the right -of -way of • Commercial Waterway District No. 1. and between said Donation Class and the plat of Moore's rive Acre Tracts, as per plat recorded in • Volume 9 of plats, Page 2E, in King County Washington; and portions of Tracts 58, 59 and 60, and all of Tracts 67 and 68, and portions of vacated Francis Avenue in said plat of.1oore's Five Acre Tracts. all in Section 33, Township 24 North. Range 4 East. L.H., in )ring . County, Washington, more particularly described as follows: ' Beginning on the westerly line of East Marginal 'day South, at a point which bears :worth 59'15'54" West 2,470.01 feet along the Donation Claim Line and South East 1,374.17 feet along the westerly line of East Marginal Way South from the intersection of the line between the Donation Claims of Francis 11c\att and Henry VanAsselt with the east line of Section 33, Township 24 North, Range 4 East, ::.M. , in awing County, tashington, said point being at the intersection or the westerly line of East Marginal »ay South CV +ith the north line of VandeVan :er Stock Farm tract; thence contin: l!) ing South 23'40'49" East along the westerly line of East Marginal • `. fay South 364.76 feet to the production northeasterly of the sou :h - c: asterly line of Tract 67, said plat of ?loore's Five Acre Tracts; thence South 62 test aloe.;, said produced line and alone the cy outheasterly line of said Tract 67 and .the same. produced south- -C-1) resterly 719.64 feet to the center line of vacated Francis Avenue in said plat; thence North 27'53'19" test along.said center line 157.13 feet to an intersection with the production northeasterly of a line .which is 100 feet southeasterly from, measured at right angles thereto, and parallel to the northwesterly line of Tract SS in said plat of Moore's Five Acre Tracts; thence South 62'01'41" West aloe; said produced line and the line which is 100 feet south- easterly fro:, measured at right angles thereto, and parallel to the northwesterly line of said Tract 33 a distance of 973.94 feet to the easterly line or the right-of-way of said Commercial Water- way No. 1; thence North 15'00'00" :rest along said easterly line 493.14 feet to the southeasterly line of that portion of Slip ` :o. E heretofore convened to 'to. ^.s :n :o, Chemical Cor.pany by_dced rccor! under .auditor's File No. SOTS :c:', records of said King Count); thence nor:hcas:crly thc fol.c.ing courses and distances: North 68'25'SS" East 156.50 sect; thence North 57 East 156.50 feet; thence `worth 44'56'54" East 91.66 feet; thcncc North S9'16'27 East 343.:0 feet; thcncc North 69'07'29" East 121.56 fcct to the westerly margin of the filled riverbed of the Dur :amisIt River, heir.; the northerly production of the center line of Francis Avenue (now: vacated), as platted in said plat of Moore's Five Acre Tracts: thcncc North 27'5S'19" :rest alen;, thc said produced line S7.30 fee: to the most northerly corner of said Slip No. 6: thcncc following the chore line of said Duwanish River as estaltliched by Ccnncrci:t harem :ay District No. 1, North 70'40'29" Last 110.173 feet; thcncc Forth S3'57'56" Last 119.00 feet; and South E4'17'04'• fast 117.00 feet to an angle point in thc southerly 1, liry of Tract No. 1. asl Noun on. the partition nap filed in King County Superior Court, muse No. 120001; thence South ::1.'t ,' S)" East 41E4.97 feet to the orthwcst corner of that certain tract of land heretofore deeded to l' indcl'anter Stock tarn by decd recorded in Volume 78.1 of deeds, P age 571, records of said ! :in;. County; thence along the north line of said 1'andeVaatcr Stock Earn Tract South S9'27'S0" fast 13.47 feet to thc point of beci:.ning, containinc 20.2546 acres, more or less. ..:; SSIy7aar». tr..:. i��u�r':: �v. :;k4 :.oi.�;L'��:`•u:'i'o.`�;{�a r�'irt: Z W . c ¢¢ m JU 0 0 co co al J f- t W W Q 2 �W Z = H O Z I— W 0 • p U O - 0 1— W W 2 1— u• O .. Z W U = 0 Z ' • ", 4;0`4.' 2. Parcel I Premises to be conveyed by Monsanto Fund to Port of Seattle: PARCEL I LEGAL DESCRIPTION .a 'C + : :T I4.`J OF FRANCIS MC MATT DONATION CL•AJtl NO. 33; A PORTION 07 THE A'.':'i'DONED BED 0: T::E D'J4A1•I1 SH RIVER LYING BETWEEN EAST MARGINAL WAY St'UT :i AND THE EASTERLY BOUNDARY OF THE RICHT OF WAY OF COMMERCIAL .WATERWAY AY DISTRICT NO. 1, AND BETWEEN SAID DONATION CLAIM AND THE PLAT OF MOORE'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 9 OF THE PLATS, PAGE 28, IN KING COU :ITY, WASHINGTON; AND PORTIONS OF TRACTS 5E, 59, 60, 67, AND 68, AND PORTIONS OF VACATED FRANCIS AVENUE IN SAID PLAT OF MOORE'S FIVE ACRE TRACTS, ALL IN SECTION 33, TOt• ;HSHIP 24 N::RTH, RANGE 4 EAST, W.M., IN KINC ':OUNTY, WASHINGTON, MORE PARTICULARLY DESCRI3ED AS FOLLOWS: BEGI!!`:It!G ON THE WESTERLY MARGIN OF EAST MARGINAL WAY SOUTH AT A POINT 1•:HICII N 89 - 15' - 54" 1•! A DISTANCE OF 2470.01 FEET ALONG THE DONATIO`! CLAIM. LINE AND S 23° - 40' - 59" E A DISTANCE OF 1374.17' FEET ALCMG THE WESTERLY MARGIN OF EAST JMAR:,INAL WAY SOUTH FROM THE INTERSECTION OF THE LINE BETWEEN THE DONATION CLAIMS OF FRANCIS MC NATT ANO HENRY VAN ASSELT WITH THE EAST LINE OF SECTION 33, TOWNSHIP 24 NORTH, RANGE 4 EAST, t•;.M., IN KING COUNTY, 'WASHINGTON, SAID POINT BEING AT THE INTERSE_CTIO`: CF THE WESTERLY' MARGIN OF EAST MARGINAL WAY SOUTH WITH THE NORTH LINE OF VA:: DE VA!•ITER STOCK FARM TRACT; THENCE S 23' - 39' - 54" E ALONG THE WESTERLY MARGIN OF EAST MARGINAL WAY SOUTH A DISTANCE OF 364.30 FEET TO THE PRODUCTION NORTHEASTERLY OF THE SOUTHEASTERLY LINE OF TRACT 67, SAID FLA; OF MOORE'S FIVE ACRE TRACTS; THENCE S 62 - 1' - 41" t•1 ALONG SAID PRODUCED LINE AND ALONG THE SOUTHEASTERLY LINT_ J: SAID TRACT 67, AND THE SAME PRODUCED SOUTHWESTERLY A DISTANCE OF 570.09 FEET AND TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING S C :'' - 01' - 41" :•1 ALONG THE SOUTHEASTERLY LINE OF SAID TRACT 67, A DIST_ :•: :_ OF 150.00 FEET TC THE CENTER LINE OF VACATED FRANCIS AVENUE IN SAID PLAT; THC.' :=E :1 27 - 58 - 19" W ALONG SAID CENTER LIT•:E A DISTANCE OF 157.13 ET TO AN INTERSECTION WITH THE PRODUCTION NORTHEASTERLY OF A LINE WHICH IS A DISTANCE OF 100 FEET SOUTHEASTERLY FROM, MEASURED AT RIGHT ANGLES •1 • THE?ETO, AND PARALLEL TO THE NORTHWESTERLY LINE OF TRACT 53 IN SAID PLAT OF MOORE'S FIVE ACRE TRACTS; THENCE S 62° - 01' - 41" ALONG SAID ?RODUCEO fV LI.':_ AND THE LINE WHICH IS A DISTANCE OF 100 FEET SOUTHEASTERLY FROM, MEASURED AT RIGHT ANGLES THERETO, AND PARALLEL TO THE SOUTHWESTERLY LINE CD OF SAID TRACT 53, A DISTANCE OF 973.94 FEET TO THE EASTERLY LINE CF THE j'' * RIGHT-OF-WAY OF SAID COMMERCIAL WATERWAY NO. 1; THENCE N 15° - CO' - 00" W nj fV .ALONG SAID EASTERLY LIME A DISTANCE OF 493.14 FEET TO THE SOUTHEASTERLY LINE OF THAT PORTION OF SLIP NO. 6 HERETOFORE CONVEYED TO MONSANTO CHEMICAL COMPANY BY DEED RECORDED UNDER AUDITOR'S FILE_NO..5013539;.THENCE NORTHEASTERLY ALONG THE FOLLOWING COURSES AND DISTANCES, N 6S° - 25' - $8 ".= A DISTANCE OF 156.80 FEET; THENCE N 57 - 44' - 50" E A DISTANCE OF - 156.60 FEET; THENCE N 44° - 56' - 54" E A DISTANCE OF 91.66 FEET; THENCE N 53" - 16' - 27" E A DISTANCE OF 343.70 FEET; THENCE rJ 69' - 07' - 29" E A DISTANCE OF 121.56 FEET TO. THE WESTERLY MARGIN OF THE FILLED RIVER BED OF THE DUW AMIS:' RIVE?, :3EING THE NORTHERLY PRODUCTION OF THE CENTER LINE OF ; f1A :::IS AVENUE "NOW VACATED" AS PLATTED IN SAID PLAT OF :!.:ORE'S FIVE .A :RE TRACTS; THENCE N 27' - 58' - 19" W ALONG SAID PRODUCED CENTER LINE A i:IST:.`:CE OF 67:30 FEET TO THE NORTH ERLY COR'K'ER OF SAID SLIP ::O. 6; FG_.LLo;! ::G THE SHORE LINE OF SAID DUWAMISH RIVER AS EST -3LI5:. =. BY C......_PC!AL WATERWAY DISTRICT NO. 1, N 70'' - 40' - 29" E A .D STANCE OF :0.173 FEET; THENCE_ N.S ' - 57' - 56" 2) FEE � 57 So E A DISTANCE �= -. ... T TO A : :.lu POINT BEIN•I, 150 FEET EASTERLY OF,WHEN MEASURED AT RI',".- T:'E NORTHERLY PRODUCTION: OF THE C: :ITE? LIJ•J= OF VAC :=.. : :::'•4 .• ".i D" A5 PLATTED IN SAID PLAT OF r. :C ' : FRANCIS ^ = " r1. IC= S 27' - 55' - 56" .J�_ S t . /= T.._CTS, . 1 55 DISTANCE OF 714.50 FEET TO TIE TRUE OF 5o3,C'07 SQ)ARE Fi:ET (12.92t.2 ACRES) Exhibit A • A portion of Francis Mc Natt Donation Claim No. 38; a portion of the abandoned bed of the Duwamish River lying between East Marginal Way South and the easterly boundary of the right of way of Commercial Waterway District No. 1, and between said Donation Claim and the Plat of Moore's five acre tracts, according to the plat recorded in Volume 9 of the Plats, Page 28, in King County, Washington; all in Section 33, • Township 24 North, Range 4 East, W. M. , in King County, Washington, more particularist .0 fnllnwe: PARCEL II -A LEGAL DESCRIPTION Beginning on the westerly margin of East Marginal Way South at a point which bears N 89 - 15'- 54" W a distance of 2470. 01 feet along the Donation Claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet ' along the westerly margin of East Marginal Way South from the inter- section of the line between the Donation Claims of Francis Mc Natt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East, W. M. , King County, Washington, said point being at the Intersection of the westerly margin of East Marginal Way South with the north line of Van de Vanter stock farm tract recorded by deed in Volume 784 of Deeds, Page 571, Records of King County; thence N 89 - 27' - 50" W a distance of 14.94 feet to the northwest corner of said stock farm tract; thence N 86 - 54' - 59" W a distance of 216. 243 feet to the true CV point of beginning; thence continue N 86 - 54' - 59" W a distance of 270.727 feet; thence N 84 - 17' - 04" W a distance of 117.00 feet; thence S 83 - 0 57' - 56" W a'distance of 74.71 feet; thence S 27 - 55' - 56" E a distance of 180. 874 feet; thence N 62 - 01' - 41" E a distance 213.016 feet to a point CV of curvature; thence - northeasterly along the arc of a curve to the right,' with a radius of 359. 94 feet and central angle of 31 - 03' - 20 ", a r•. distance of 195. 097 feet to the true point of beginning.. Containing 30, 636 square feet. • Parcel II premises to be conveyed by Monsanto Fund to Dallas & Mavis Forwarding Co. Exhibit ,\ PARCEL II -B LEGAL DESCRIPTION Beginning on the westerly margin of East Marginal Way South at a point which bears in IJ 89° - 15' - 54" W a distance of 2470.01 feet along the donation claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter- section of the line between the Donation Claims of Francis McNatt and Henry Van Asselt With the east line of Section 33, Township 24 P:r ::• •-a. Range 4 East, 1'J. M. , in King County, Washington, said point being at the intersection of the westerly margin of East Marginal Way South with the north line of Van de Vanter stock farm tract; thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 283. 195 feet to the true point of beginning; thence continuing S 23° - 39' - 54" E • along said westerly margin a distance of 81. 186 feet to the production northeasterly of the southeasterly line of Tract 67 of said Plat of Ivioore's five acre tract's; thence S 62 - 01' - 41" 1V along said southeasterly line and production thereof, a distance of 570.09 feet; thence N 27 - 55' - 56" 1:' a distance of 483.63 feet; thence N 62 - 01' - 41" W a distance of 129.448 feet to a point of curvature; thence northeasterly to southeasterly along the arc of a curve to the right, with a radius of 448.78 feet and central angle. of 84° - 06' - 12 ", a distance of 658.755 feet to the true point of beginning. Containing 236, 105 square feet. id NF. x�}Y�u.•:ST�i.1 .6 'rt.."w`►R:I�µffuC1'�il%iali '4* 0' 1 ARC EL. 11 -C LEGAL DESCRIPTION 0 � � � P� ` Beginning on the westerly margin of East Marginal Way South at a point �V'" which bears in N 89'.- 15' - 54" W a distance of 2470.01 feet along the v' donation claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter- s ection of the line between the Donation Claims of Francis Mc Natt and Henry Van Asselt with the east line of Section 33, Township 24 North, Z • Range 4 East, W. M. , in King County, Washington, said point being at the M E M W h- • intersection of the westerly margin of East Marginal Way South with the W w • north line of Van de Vanter stock farm tract; thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 67. 935 J 0 feet to the true point of beginning; thence continue S 23 - 39' - 54" E ' U 0 along said westerly margin a distance of the 134.726 feet to a point on W to a curve, thence northwesterly along the :rc of a curve to the left; the W I initial radial bearing of which bears'S 46 - 25' - 05" W with a radius co LL of 469.78 feet and central angle of 3Z - 54' - 53 ", a distance of 269.738 feet; thence S 86 - 54' - 59" E a distance 176. 655 feet to the true point 2 O of beginning. Containing 7, 202 square feet. LL, Q ' U ❑ = a I- W 4. Parcel III premises to be conveyed by Monsanto Fund to Port of Seattle Z = Z0 PARCEL III LEGAL DESCRIPTION portion of Francis McNatt Donation Claim No. 38; a W p portion of the 2 � A abandoned bed of the Duwamish River lying between East Marginal U ❑ .l Way South and the easterly boundary of the right of way of Commercial O N t∎ t!) Waterway District No. 1, and between said donation claim and the Plat ❑ I— CD of Moore's five acre tracts, according to the Plat recorded in Volume 9 W Iii of the Plats, Page 28, in King County, Washington; all in Section 33, I-- U ty Township 24 North, Range 4 East, W. M. , in King County, Washington, tL ~O CO • Ps more particularly described as follows: LL ! co U O ~ Z Beginning on the westerly margin of East Marginal Way South at a point which bears N 89 - 15' - 54" U a distance of 2470.01 feet along the Donation Claim Line and S 23 - 40' 59" E a distance of 1374.17 feet along the westerly margin of East Marginal Way South from the intersection of the line between the Donation Claims of Francis Mc Watt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East,'W.M., in King County, Washington, said point being at the intersection of the westerly margin of East Marginal Way South with the north line of Van De Vanter stock farm tract and true point of beginning of .this.description, thence S 23 - - 54" E along the westerly margin of East. Marginal Way South a distance of 67.935 feet; thence N 86° - 54' - 59" W a distance of 176.655 feet to a point on a curve; thence easterly to southeasterly along the arc of a curve to the right, the initial radial bearing of which bears S 13 - 31' - 12" W with a radius of 469.78 feet and central angle of 32 - 53' - 53" a distance of 269.738 feet to a point on said :'ester:• margin of East Margir.:1 Way South; thence S 23° - 39' - 54" E along said westerly margin, a distance of 80.534 feet to a point on a curve; thence northwesterly to southwesterly along the arc of a curve to the left; the initial radial bearing of which bears S 56 - 07' - 53" W with a radius of 448.78 feet and central angle of 84° - 06' - 12" a distance of 658.755 feet to a point of tangency; thence S 62 -'01' - 41" :1 a distance of 129.448 feet; thence N 2%° - 55' - 56" F: a distance of 50.00 feet; thence ?l 62° - 01' - 41" E a distance of 213.016 feet to a point of curvature; thence northeasterly along the arc of a curve to the right, with a radius of 359.94 feet and central angle of 31° - 03' - 20" a distance of 195.097 feet to a point of tangency; thence S 86 - 54' - 59" E a distance of 216.243 feet to the northwest corner of that certain tract of land heretofore deeded to Van De Vanter stock farm by deed recorded in Volume 784 of Daeds, Page. 571, ntcords of King County, thence S 89 - 27' - 50" E along the north line of said Van De Vanter stock farm tract a distance of 14.94 feet to the true point of beginning. Containing 45, 264 square feet. The material following this sleet constitutes Exhibit B to Agreement dated as of November 7, 1973, by and between MONSANTO FUND; DALLAS & MAVIS FORWARD- CU ING CO., INC. and PORT OF SEATTLE. ul gcr O CU 0, T~ The material following this sheet . :onstitutes Exhibit C to Agreement dated as of November 7, 1973, by and between MONSANTO FUND; DALLAS & MAVIS FORWARD- ING CO., INC. and PORT OF SEATTLE. . ui•u for nocunt at, nryurst. ut THE GRANTOR MONSANTO FUND, a Missouri not -for- profit Corporation, Eight Hundred Sixty -Three Thousand, Seven for and in eottsideratloa of Hundred Forty -Four and 82/100 Donau ($ 863,744.82 ), in hand paid, grants , mss, sells , mover , and confirm= the Port of Seattle, a Washington municipal corporation hereinafter called "the Port," the following descr real estate, situated In the County of King State of Washington: Together with all improvements thereon: Parcel I as described on attached Exhibit A which is hereby incorporated hereto, SUBJECT TO Easement for gas pipelines and incidental purposes set forth on Exhibit A, AND Parcel III as described on Exhibit A, SUBJECT TO Easement rights of Dallas & Mavis Forwarding Co. Inc. and TOGETHER WITH rights pertaining to location sign, plantings, and first refusal with regard to Parcel II and portions thereof all as set forth and described on attached Exhibit B which is hereby incorporated hereto. The 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 CV by, through or under said Grantor and not otherwise, it will forever warrant and defend the said described 64, real estate. U f' 1N WITNESS WHEREOF, said corporation has caused this instrument to be executed by its proper N officers and its corporate seal to be hereunto affixed this day of November , A. D., 1973 el ~ MONSANTO FUND (CORPORATE SEAL) MISSOURI STATE OF wyelat tJO OGX,} }ss. Countyo( St. Louis s oifo s ts , Special Warranty Deed (CORPORATE FORM) By President • Secretary On this day of November, 1973 ` ,before me, the ssour undersigned, a Notary Public in and for the State of)1)� sxxgttnx duly commissioned and sworn, personally appeared and' to me known to be the President and Secretary, respectively, of MONSANTO FUND the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, fur the uses and purposes therein mentioned, and on oath stated t they were authorized to execute the said instrument and that the seal affixed is the corporate seal of said :urporation. Witness my hand and official seal hereto affixed the day and year in this certificate above written Inures I. I • Notary Public in sir ' the State of b\ tiir4tl.nti% residing at ..1: `.... •''FP:: tin.' si::.:.` r, �1Lfr: 1. �ii1. �' ist�: �aiux"$. �.. ..A:sw:rt�:l:1`..i^,�&�"' -y�r: ;. OFF .(Z1Yi`.�ii.:iilFiS�'aY:�:'�s� PARCEL III LEGAL DESCRIPTION A portion of Francis Mc Nett Donation Claim No. 38; a portion of the abandoned bed of the Duwamish River lying westerly of the westerly margin of East Marginal Way South, and between said Donation Claim and the Plat of Hoore's five acre tracts; and a portion of Tract 68 of said plat as recorded in Volume 9 of Plats, Page 28, all in Section 33, Township 24 North, Range 4 East, W.H., in Xing County, Washington, described more particularly as follows: Beginning on the westerly margin of East Marginal Way South at a point which bears N 89 - 15' - 54" W a distance of 2470.01 feet along the Donation Claim Line and S 23 - 40' 59" E a distance of 1374.17 feet along the westerly margin of East Marginal Way South from the intersection of the line between the Donation Claims of Francis Pic Natt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East, W.M., in King County, Washington, said point being at the intersection of the westerly margin of East Marginal' Way South with the north line of Van De Venter stock farm tract and true point of beginning • of this description, thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 67.935 feet; thence N 86° - 54' - 59" W a distance of 176.655 feet to a point on a curve; thence easterly to CV southeasterly along the arc of a curve to the right, the initial radial bearing of which bears S 13 - 31' - 12" W with a radius of 469.78 feet CD and central angle of 32 - 53' - 53" a distance of 269.738 fee: to a ti point on said :'esterly margin of East Marginal Way South; thence S 23° - CV 39' - 54" E along said westerly margin, a distance of 80.534 feet to a point on a curve; thence northwesterly to southwesterly along the arc of a curve to the left, the initial radial bearing of which bears S 56 - ~ 07' - 53" W with a radius of 448.78 feet and central angle of 84° - 06' - 12" a distance of 658.755 feet to a point of tangency; thence S 62 -'01' - 41" W a distance of 129.448 feet; thence N 27° - 55' - 56" W a distance of 50.00 feet; thence N 62° - 01' - 41" E a distance of 213.016 feet to a point of curvature; thence northeasterly along the arc of a curve to the right, with a radius of 359.94 feet and central angle of 31 - 03' - 20" a distance of 195.097 feet to a point of•tangency; thence S 86 - 54' - 59" E a distance of 216.243 feet to the northwest corner of that certain tract of land heretofore deeded to Van De Vanter Stock farm by deed recorded in Volume 784 of Deeds, Page 571, Records of King County, thence S 89 - 27' - 50" E along the north line of said Van De Vanter stock faro tract a distance of 14.94 feet to the true point of beginning. Containing 45,264 square feet. SUBJECT TO: Perpetual nonexclusive easements running with Parcel III for benefit of Parcel II as provided and described on Exhibit B hereto. Exhibit A :.:a 3.1.14 14.411 ' �'-_�•,^' A' .._ EXHIBIT B TO SPECIAL WARRANTY DEED FROM MONSANTO FUND TO THE PORT OF SEATTLE 1. This} Exhibit implements an Agreement made as of November 7, 1973 (hereinafter called the "Agreement ") among Monsanto Fund (a Missouri Not - For - Profit Corporation, herein- after called "Monsanto "), Dallas & Mavis Co., Inc. (an Indiana corporation, hereinafter called "Dallas "), and the Port of Seattle (a Washington municipal corporation, hereinafter called the "Port "). Among other things, the Agreement provided for the conveyance by Monsanto to Dallas of Parcel II subject Cv to certain perpetual rights for the benefit of adjacent Parcel CD ▪ III and the owners thereof. The Agreement also provided for c y the conveyance by Monsanto to the Port of that Parcel III subject • to certain perpetual rights for the benefit of adjacent Parcel ti II and the owners thereof. The above - mentioned Parcels II and III are legally described on this Exhibit B and on accompanying Exhibit A. -1- 2. Accordingly, there is hereby expressly granted to the Port and its successors and assigns while owners of Parcel III and imposed on Parcel II, and Dallas and its successors and assigns while owners thereof, the • perpetual and nonexclusive rights and obligations, respectively, with regard to Parcel III as provided below in the provisions quoted from paragraphs 17 -21 • and 6 of the Agreement. In addition, there is hereby granted to Dallas and its successors and assigns while owners of Parcel II, and imposed on, Parcel III, and the Port and its successors and assigns while owners thereof, the perpetual and nonexclusive EXHIBIT B tiols'fo" oc- "17. Promptly after its acquisition of Parcel III the Port shall arrange for the construction of a hard surface road at least 24 feet wide and railroad tracks thereon as provided for in Paragraph 4 of Ex- hibit A and as shown on Exhibit B [to November 7, 1973 Agreement). The construction of the road and these railroad tracks shall be at no cost to Dallas except for the following: "(a) In the event of any encroachment from buildings or other structures or improvements situated on or in Parcel II onto or into Parcel III, Dallas on written notice from the Port shall promptly remove from Parcel III each such encroachment designated by the Port, and Dallas shall bear the costs of such removal and of any • necessary remodelling or reconstruction of buildings, structures, or other improvements on or in Parcel II resulting from such removal. It is the intent of this subparagraph that the Port's construc- tion and use of a road, railroad tracks and also utility lines on and in Parcel III shall not be disrupted by CD CD encroachments from Parcel II. "(b) Promptly after the Port's acquisition of Parcel III the Port and Dallas agree jointly to petition P to King County for a traffic control light to be placed in East Marginal Way South opposite the entrance to the road on Parcel III for the purpose of assisting access thereto. rights and obligations respectively with regard to Parcel II provided in the following Agreement provisions: "(c) Promptly after the Port's acquisition of Parcel III the Port and Dallas agree jointly to petition the Union Pacific Railroad, as the operating railroad for the East Marginal Way South Common User Track, for the construction of the railroad tracks which the Port has agreed to have located on Parcel III and also for the construction of any railroad tracks which Dallas wishes to be located on Parcel III pursuant to Paragraph 18 below. "18. The Port hereby confirms that Dallas shall have a perpetual easement running with Parcel II (in consideration of the portion of the price thereof to be pa.d by Dallas and the Port's first refusal rights provided in Exhibit D [to November 7, 1973 Agreement)). to use the road and railroad tracks which the Port will_have constructed on Parcel III and to construct and use connecting roads and railroad tracks in substant- ially the locations shown on Exhibit B. Within 30 days after the Port's acquisition of Parcel III Dallas shall inform the Port as to the precise location of these connecting roads and railroad tracks. Dallas shall be responsible for the construction and mainten- -2- EXHIBIT B is: i�3 :i_..:iZia...wt:t�.vT�ii• �iY:u�x "J�.:Liiy �Ji v '. «Gf.s�i.��a.'aia.'t;jrir'r,LuY iSi}�r:+J_'^.`L'iiw,' c.'.+.siwd�..^•:u&`'dn7.ir z • I =z 04 `~ W O 0 0) 0 u) W J H U) u_ W u . = • d � W Z = O W ~ • C) W • - 0H W W I I- -- u. O .. z W = H I - O z e gt 0 ance of such connecting road and railroad tracks. To permit full use of the road and railroad tracks on Parcel III which the Port shall have constructed, no parking of vehicles shall be permitted anywhere in Parcel III, and the Port and Dallas shall jointly prevent the "spotting" or storage of railroad cars anywhere on Parcel III. ",19. The Port shall be responsible for all mainten- ance of the road which it will have constructed on Parcel III, except that Dallas shall promptly pay the reasonable cost of any repairs to that road made necessary by negligence or improper use of the road by Dallas, its successors in interest, and any employees, agents, or invitees of either. The coat of maintenance of the railroad tracks and their bed which the Port shall have placed on Parcel III shall be apportioned between Dallas and its sucessors in interest, on the one hand, and the Port on the other hand on an annual average per car basis, based upon the proportionate use by the Port and Dallas. The Port shall take appropriate steps to control dust on the surface of all portions of Parcel III. csi "20. The Port shall have the perpetual right, but not any obligation, to place and maintain a location sign and /or landscaping on subparcel II-C at points CD which will not interfere with Dallas' contemplated use of that subparcel. At all times such sign and N landscaping shall remain the property of the Port and . may be removed by the Port. The design and construction ti of this sign shall comply with all applicable state and local laws, ordinances and regulations, and with the Port's standards for its existing location signs. The sign shall have a maximum size of 9 -1/2 feet high by 8 -1/2 feet wide and shall be mounted with a maximum elevation of 20 feet on poles set in a concrete pedestal. "21. Dallas shall have right to connect to the sewer to be located in Parcel III by the Port and will pay the connection cost as well as any monthly service charge imposed by the sewer district as it relates to sewer use." "6. . Dallas' easement rights (to Parcel III) shall be subject to the rights of the Port to install and maintain utility lines over and beneath all portions of Parcel III." 3. Also as provided in the Agreement, there is hereby imposed upon II, and Dallas and its successors and assigns while owners thereof, first refusal rights to purchase all or any portion of Parcel II for the benefit of Parcel III and the owners thereof. The Port, while owner of Parcel III, shall have -3- EXHIBIT B '' 4i.A4 dips.tWnai p ;. acru'.mf a7:'mLiuv.33:i :kw Z Q W 6 00 LiJ -1 2. H N W §_ - = W Z � Zt- W W U � O - oI- W uj H - u" Z U N _ • ~ Z the perpetual right to equal any and all bona fide offers (sub- ject to the three exceptions expressly provided below) received by Dallas, or its successors and assigns as owner of Parcel II, for the purchase from such owner of the whole or any portion of Parcel II in the event the recipient of such purchase offer is willing to accept it. However, in the event the Port does not agree, within 15 days of receiving written notice of the com- plete terms of such an acceptable offer, to purchase the real property subject to the offer on identical terms, the Port shall have forever waived its foregoing first refusal rights to pur- chase that particular property. Such waiver would be without prejudice to the Port's first refusal rights to purchase the re- mainder, if any, of Parcel II. The Port's first refusal rights N u1 shall under no circumstances apply to, and Dallas shall have no CD obligation to notify the Port regarding: N _ cal (1) Any corporate reorganization or recapitalization of Dallas, or merger thereof; (2) law transfer of all the assets or all of the stock of Dallas to another corporation or entity; (3) Any transfer by Dallas or any other corporation of the above - described property to Paul A. Mavis, his executors, administrators, heirs or assigns. The foregoing first refusal rights shall inure to the bene- fit of the Port's successors and assigns while owners of Parcel 4. The foregoing references to certain provisions of the Agreement are without prejudice to the remaining provisions of the Agreement and all Exhibits attached thereto. It is expressly recognized that, as provided in paragraph 14.A of the Agreement, all provisions thereof and Exhibits thereto shall survive the transfers of title provided for therein. -4- EXHIBIT B N 1C) 0 N ti 5. Legal description of Parcel II: A portion of Francis Mc Natt Donation Claim No. 38; a portion of the abandoned bed of the Duwamish River lying between East Marginal Way South and the easterly boundary of the right of way of Commercial Waterway District No. 1, and between said Donation Claim and the Plat of Moore's five acre tracts, according to the plat recorded in Volume 9 of the Plats, Page 28, in King County, Washington; all in Section 33, Township 24 North, Range 4 East, W.M. , in King County, Washington, more particularly described as follows: Subparcel II -A Beginning on the westerly margin of East Marginal Way South at a point which bears N 89 - 15'- 54" W a distance of 2470.01 feet along the Donation Claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter - section of the line between the Donation Claims of Francis Mc Natt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East, W. M.. King County, Washington, said point being at the Intersection of the westerly margin of East Marginal Way South with the north line of Van de Vanter stock farm tract recorded by deed in Volume 784 of Deeds, Page 571, Records of King County; thence N 89 - 27' - 50" W a•distance of 14.94 feet to the northwest corner of said stock farm tract; thence N 86 - 54' - 59" W a distance of 216. 243 feet to the true point of beginning; thence continue N 86 - 54' - 59" W a distance of 270.727 feet; thence N 84 - 17' - 04" W a distance of 117.00 feet; thence S 83 - 57' - 56" W a'distance of 74.71 feet; thence S 27 - 55' - 56" E a distance of 180. 874 feet; thence N 62 - 01' - 41" E a distance 213.016 feet to a point of curvature; thence • northeasterly along the arc of a curve to the right,' with a radius of 359.94 feet and central angle of 31 - 03' - 20 ", a distance of 195. 097 feet to the true point of beginning. Containing 30, 636 square feet. Subparcel II -B Beginning on the westerly margin of East Marginal Way South at a point which bears in N 89 - 15' - 54" W a distance of 2470.01 feet along the donation claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter- section of the line between the Donation Claims of Francis McNatt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East, W. M., in King County, Washington. said point being at the intersection of the westerly margin of East Marginal Way South with the north line of Van de Vanter stock farm tract; thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 283.195 feet to the true point of beginning; thence continuing S 23° - 39' - 54" E along said westerly margin a distance of 81. 186 feet to the production northeasterly of the southeasterly line of Tract 67 of said Plat of Moore's five acre tracts; thence S 62 - 01' - 41" W along said southeasterly line and production thereof, a distance of 570. 09 feet; thence N 27 - 55' - 56" W a distance of 983.63 feet; thence N 62 - 01' - 41" W a distance of 129. 448 feet to a point of curvature; thence northeasterly to southeasterly along the arc of a curve to the right, with a radius of 448.78 feet and central angle of 84° - 06' - 12 ", a distance of 658.755 feet to the true point of beginning. Containing 236,105 square feet. Exhibit 11 Subparcel II -C Beginning on the westerly margin of East Marginal Way South at a point which bears in N 89'•- 15' - 54" W a distance of 2470.01 feet along the donation claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter- s ection of the line between the Donation Claims of Francis Mc Nett and Henry Van As•elt with the east line of Section 33; Township 24 North, Range 4 East, W. M. , in King County, Washington, said point being at the intersection of the westerly margin of East Marginal Way South with the .• north line of Van de Venter stock farm tract; thence S 23 - 39 "- 54" E along the westerly margin of East Marginal Way South a distance of 67. 935 feet to the true point of beginning; thence continue S 23 - 39' - 54" E along said westerly margin a distance of the 134.726 feet to a point on a curve, thence northwesterly along the cm of a curve to the left; the initial radial bearing of which bears S 46 - 25' - 05" W with a radius of 469.78 feet and central angle of 32° - 54' - 53 ", a distance of 269.738 feet; thence S 86 - 54' - 59" E a distance 176.655 feet to the true point of beginning. Containing 7, 202 square feet. The material following this sheet constitutes Exhibit D to Agreement dated as of November 7, 1973, by and between MONSANTO FUND; DALLAS i MAVIS FORWARD- ING CO., INC. and PORT OF SEATTLE. i H Z re 2 J cUO co 0 . u) W WI J I—: W W } S2 c5 I- 2. I- 0 Z uf 0I— W ui 0 Z o IL! O Z ds` �y1" �. ,,, 0 P 1 SPECIAL WARRANTY DEED %,.. 0 (Corporate Form) THE GRANTOR Monsanto Fund, a Missouri not-for - profit corporation, for and in consideration of Four Hundred Eighty -Pour Thousand Seventy-Two and 2/100 Dollars ($484,072.02) . in hand paid, grants, bargains, sells, conveys, and confirms to Dallas a Mavis Forwarding Co., Inc., an Indiana corporation, hereinafter called "Dallas ", the following described real estate, situated in the County of King, State of Washington, together with all improvements thereon: PARCEL II (including Subparcels II -A, II -B, and U -C) described in attached EXHIBIT A, SUBJECT TO: Efsement for gas pipelines, set forth on EXHIBIT A, and Rights of First Refusal of Port of Seattle and other matters set forth in EXHIBIT B; TOGETHER WITH easements appurtenant to Parcel II in favor of Dallas for railroad and road rights of way including obliga- tion by Port of Seattle to have railroad tracks and a hard surface road at least 24 feet wide con- structed and duet control measures taken and other rights all as provided further in EXHIBIT B. Said Exhibits are attached hereto and incorporated herein by this reference. The 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. 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 day of November, 1973 (Corporate Seal) STATE OF MISSOURI ) County of St. Louis ) SS. MONSANTO FUND By Attest: President Secretary On this day of November. 1973, before me, the undersigned, a Notary Public in and for the State of Missouri. duly commissioned and sworn, personally_ appeared and _ to me known to be the President and Secretary. respectively, of Monsanto Fund, 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 slated that they were authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year in this certificate above written. Notary Public in and fnr the State of Missouri, residinn nt 1 ai •:' S 1w 1 ∎t - EXHIBIT A SPECIAL WARRANTY DEED FROM MONSANTO FUND TO DALLAS i MAVIS FORWARDING CO.. INC. LEGAL DESCRIPTION OF PARCEL II INCLUDING SUBPARCELS II -A. II -B AND II -C • • A portion of Francis Mc Matt Donation Claim No. 38; a portion of the abandoned bed of the Duwamish River lying between East Marginal Way • South and the easterly boundary of the right of way of Commercial Waterway District No. 1, and between said Donation Claim and the Plat of Moore's five acre tracts, according to the plat recorded in Volume 9 of the Plats, Page 28, in King County, Washington; all in Section 33, Township 24 North, Range 4 East, W. M. , in King County, Washington, more particularly described as follows: PARCEL II -A LEGAL DESCRIPTION 'Beginning on the westerly margin of East Marginal Way South at a point which bears N 89 - 15'- 54" W a distance of 2470.01 feet along the Donation Claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter- section of the line between the Donation Claims of Francis Mc Matt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East, W. M., King County. Washington, said point being at the intersection of the westerly margin of East Marginal Way South with the north line of Van de Vanter stock farm tract reco.• ied by deed in Volume 784 of Deeds, Page 571,. Records of King County; thence N 89 - 27' •- 50" W a distance of 14. 94 feet to the northwest corner of said stock farm tract; thence N 86 - 54' - 59" W a distance of Z16. 243 feet to the true point of beginning; thence continue N 86 - 54' - 59" VT a distance of 270.727 feet; thence N 64 - 17' - 04" W a distance of 117.00 feet; thence S 83 - 57' - 56" IV a 'distance of 74.71 feet; thence S 27 - 55' - 56" E a distance of 180. 674 feet; thence N 62 - 01' - 41" E a distance 213. 016 feet to a point of curvature; thence . _ • northeasterly along the arc of a curve to the right; with a radius of 359. 94 feet and central angle of 31 - 03' - 20 ", a distance of 195. 097 feet to the truc point of beginning. Containing 30,636 square feet. I Z I I- W 6 U 0 D ( J = F— N w u_ a r�D 2 Z F—. I- 0 Z F LU tu U O N . 0 1-• w H w Z 0 O ~ Z • . , 1108 .Not PARCEL II -B LEGAL DESCRIPTION Beginning on the westerly margin of East Marginal Way South at a point which bears in N 89° - 15' - 54" W a distance of 2470.01 feet alorg the donation claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly marlin of East Marginal Way South from the inter- section of the line between the Donation Claims of Francis McNatt and Henry Van Asselt with the east line of Section 33, Township 24 North. Range 4 East, W. M. , in King County, Washington. said point being at the intersection of the westerly margin of East Marginal Way South with the north line of Van de Vanter stock farm tract; thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 283. 195 feet to the true point of beginning; thence continuing S 23 - 39' - 54" E along said westerly margin a distance of 81. 186 feet to the production northeasterly of the southeasterly line of Tract 67 of said Plat of Moore's five acre tracts; thence S 62 - 01' - 41" W along said southeasterly line and production thereof, a distance of 570.09 feet; thence N 27 - 55' - 56" W a distance of 483.63 feet; thence N 62 - 01' - 41" W a distance of 129. 448 feet to a point of curvature; thence northeasterly to southeasterly along the arc of a curve to the right, with a radius of 448.78 feet and central •angle of 84° - 06' - 12 ", a distance of 658.755 feet to t e true point of beginning. Containing 236, 105 square feet. PARCEL II -C LEGAL DESCRIPTION Beginning on the westerly margin of East Marginal Way South at a point Which bears in N 89 °•- 15' - 54" H a distance of 2470.01 feet along the donation claim line and S 23 - 40' - 59" E a distance of 1374. 17 feet along the westerly margin of East Marginal Way South from the inter - s ection of the line between the Donation Claims of Francis Mc Natt and Henry Van Asselt with the east line of Section 33, Township 24 North, Range 4 East. W. M. , in King County, Washington, said point being at the lntrrerctlon of the westerly margin of East Marginal Way South with the north li.iu of Van de Vanter stock farm tract; thence S 23 - 39' - 54" E along the westerly margin of East Marginal Way South a distance of 67. 935 feet to the true point of beginning; thence continue S 23 - 39' - 54" E Along - fiat(' westerly margin a distance of the 134.726 feet to a point on n curve, th ^nce northwesterly along the :rc of a curve to the left; the InItisil radial bearing of which bears S 46 - 25' - 05" 1V with a radius ail 4(').:111 feet and central angle of 32 - 54' - 53 ", a distance of 269.738 font; Iliett. :., 5 116 - 54' - 59" E a distance 176.655 feet to the true point of beginning. C"nt.it"in;' 7, , ?O2 eduru•c feet. • • tero' SUBJECT TO THE FOLLOWING: 1. An easement affecting portion of said premises and for gas pipelines and incidental purposes in favor of Washington Natural Gas Company recorded October 13. 1961 under King County Auditor's No. 5340672. 2. Right of first refusal of Port In Parcel II hereinafter set forth in Exhibit B. . = :?i::.:Gw �:i +:mac? -`�"'w:W;:i i.t:.•!.,:,, �;.: z Q • W .. 6 J U 00 co W = J �- LL; W �• gQ = W H =. z �. F- 0 zi— ll/ u U � O N O I— I 0 .• W U= O ~ z