HomeMy WebLinkAbout04-075 - Northfield Ventures LLC - Property Exchange Agreement•
When recorded return to:
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
1 111 00 0
20080430002510
PAAOE00tROF 002 W0 43 00
KINGOCOUNTY14WA8
E2344021
04/30/2008 14:28
KING COUNTY, WA
STAE 5s14,156.00
5785,000.00
Filed for Record at Request of
Pacific NorthWest Escrow Corporation
Escrow Number: P7522
Grantor. Northfield Ventures LLC, a Washington Limited Liability Company
Grantee: City of Tukwila
Statutory Warranty Deed
20080430002510.001
PAGE001 OF 001
THE GRANTOR Northfield Ventures LLC, a Washington Limited Liability Company for and in
consideration of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION in hand
paid, conveys and warrants to City of Tukwila, a municipal corporation the following described real estate,
situated in the County of King, State of Washington
Abbreviated Legal:
Lot A King County Lot Line Adjustment No. 983059 Rec. No. 8901180986, being a portion of Lots 8 and 26-28,
Block 2, First Add. To Adam's Home Tracts
Tax Parcel Number(s): 0041000130
LEGAL DESCRIPTION AS PER ATTACHED EXHIBIT "A"
Dated April 29, 2008
Northfield Ventures L
Liability many
C, a Washington Limited
By: Andrew Berg, Manager
STATE OF Washington
}
COUNTY OF SNbttOry i 514 } SS: =-c A O:
per' vmisZ.
I certify that I know or have satisfactory evidence that Andrew Berg i O ,5 LIO
�, ',,9-09 �„s''�'
the person who appeared before me, and said person acknowledged thdttl Lya 5 H 1i;G' 'she
signed this iustiument and acknowledge it to be <Oiler iitkiwi TVil}Imtary act for the
uses and purpo_es mentioned in this isutrament, as the managing member of Northfield Ventures LLC.
FILED FOR RECORD
AT THE REQUEST OF
' LandAmerica
Commercial Services
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Dated: April , 2008
ORIGINAL
Notary Public in and for the State of Washington
Residing at L41Amo d 3,21I
My appointment expires: 5 VI I p9
LPB 10-05(i-1)
Page 1 of 1
• •
EXHIBIT"A"
20080430002510.002
THAT PORTION OF LOTS 8, 27 AND 2.8 IN BLOCK 2 OF FIRST ADDITION TO ADAM'S HOME
TRACTS, AS PER PLAT RECORDED IN VOLUME 12 OF PLATS, PAGE 50, RECORDS OF KING
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH UNE OF SOUTH 150TH STREET AND THE
EASTERLY UNE OF STATE ROAD NO. 1;
THENCE NORTH 18°28'40" EAST ALONG THE EASTERLY LINE OF SAID ROAD 126.43 FEET TO THE
TRUE POINT OF BEGINNING WHICH IS ON THE NORTH LINE OF THE SOUTH 120 FEET OF SAID
LOTS 27 AND 28 AS MEASURED ALONG THE EASTERLY UNE THEREOF;
THENCE SOUTH 89°44'10" EAST ALONG SAID NORTH LINE 190.31 FEET TO A POINT ON THE EAST
UNE OF LOT 27 AND WHICH IS 120 FEET NORTH OF THE SOUTHEAST CORNER THEREOF;
THENCE NORTH 00°33'50" WEST ALONG THE EAST LINE OF LOTS 27 AND 8, A DISTANCE OF
220.39 FEET;
THENCE NORTH 89°44'10" WEST 114.60 FEET TO THE EAST LINE OF STATE ROAD NO. 1;
THENCE ON SAID EAST LINE SOUTH 18°28'40" WEST 232 FEET TO THE TRUE POINT OF
BEGINNING;
AND THAT PORTION OF LOT 26 IN BLOCK 2 OF SAID PLAT, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH UNE OF SOUTH 1501}4 STREET AND THE EAST
UNE OF STATE ROAD NO. 1 (HIGHWAY 99);
THENCE NORTH 18°28'40" EAST, ALONG THE EASTERLY LINE OF SAID ROAD, 126.43 FEET TO
POINT WHICH IS ON THE NORTH LINE OF THE SOUTH 120 FEET OF SAID LOTS 27 AND 28 AS
MEASURED ALONG THE EASTERLY LINE THEREOF;
THENCE SOUTH 89°44'10" EAST, ALONG SAID NORTH LINE, 190.31 FEET TO A POINT ON THE
EAST LINE OF LOT 27 AND WHICH IS 120 FEET NORTH OF THE SOUTHEAST CORNER THEREOF;
THENCE NORTH 00°33'50" WEST, ALONG THE EAST UNE OF LOT 27, A DISTANCE OF 55.89 FET
TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 00°33'50" WEST ALONG THE EAST UNE OF LOT 27, A DISTANCE OF 137,48 FEET
TO THE NORTH LINE OF LOT 27;
THENCE EAST 23.30 FEET ALONG THE NORTH LINE OF LOT 26 WHICH LINE IS A PROLONGATION
OF THE NORTH LINE OF IAT 27;
THENCE SOUTHWEST 139.06 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT A OF LOT UNE ADJUSTMENT NO. 983059, RECORDED UNDER RECORDING
NO. 8901180986);
TOGETHER WITH AN EASEMENT FOR INGRESS AND EGRESS GRANTED UNDER RECORDING NO.
20060822001723.
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
•
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is made and entered into as of the date of
the last party signing below, by and between the City of Tukwila, a municipal corporation
(hereinafter "Tukwila" or "City"), and Northfield Ventures, LLC (hereinafter
"Northfield").
RECITALS
A. The City owned property located at 14840 Pacific Highway South, in the City
of Tukwila, King County, Washington, more fully described at Exhibit A and
incorporated as if fully set forth herein ("Parcel A").
B. Northfield owned property located at 14224 Pacific Highway South in the City
of Tukwila, King County, Washington, more fully described at Exhibit B and
incorporated as if fully set forth herein ("Parcel B").
C. On September 17, 2004, the parties entered into a Property Exchange
Agreement for the exchange of Parcels A and B ("the Contract"). A true and correct
copy of the Contract is attached hereto at Exhibit C.
D. The Contract required Northfield to begin construction of a new car wash on
Parcel A and to vacate Parcel B within the fifteen months from the date of execution of
the Contract. When these milestones were not met, a dispute arose between the parties as
to whether Northfield breached the Contract and whether the City processed Northfield's
development permit application for construction of a new car wash in a timely manner.
These claims are now pending in King County Superior Court under Cause Number 06-
2-37028-7-KNT ("the Lawsuit"). In addition, the City filed a separate unlawful detainer
action in King County Superior Court under Cause Number 08-2-08559-7KNT seeking
restoration of its possession of Parcel B ("Unlawful Detainer Action").
E. Northfield and the City now desire to settle and resolve all claims relating to
the Lawsuit and the Unlawful Detainer Action without further expense or delay.
AGREEMENT
In consideration of the mutual promises and agreements contained herein,
Northfield and the City agree as follows:
1. Northfield shall:
A. Take all steps necessary to transfer ownership of Parcel A, free of all
liens and encumbrances, to the City on April 30, 2008 by delivering to Closing Agent an
executed Statutory Warranty Deed, Excise Tax Affidavit and closing statement; and
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B. Take all steps necessary to vacate Parcel B on or before 5:00 PM on
Friday, October 10, 2008. At its option, Northfield may remove any personal property on
Parcel B; however, any personal property remaining on Parcel B after 5:00 PM on Friday,
October 10, 2008 will be deemed abandoned by Northfield and thereafter deemed to be
the property of the City. Northfield shall give notice to the City, as specified in
Paragraph 10 herein, once it has vacated the property; and
C. Stipulate that a Writ of Restitution shall issue in the Unlawful Detainer
Action restoring Parcel B to the City's possession if Northfield does not vacate Parcel B
on or before 5:00 PM on Friday, October 10, 2008.
D. Northfield instructs the Closing Agent to pay or deliver to the City
when the closing agent has for the account of Northfield the documents and funds
required by this Agreement.
2. The City shall:
A. Pay all costs associated with Northfield's transfer of Parcel A to the
City and execute a Real Estate Tax Affidavit and Closing Statement; and
.B. At the time of closing of Northfield's transfer of Parcel A to the City,
the City shall pay to Northfield the sum of Five Hundred Eighty Thousand Dollars
($580,000.00 U.S.); and
C. At the time of closing of Northfield's transfer of Parcel A to the City,
the City shall deposit Two Hundred Seventy -Five Thousand Dollars ($275,000.00 U.S.)
into an interest bearing escrow account which shall become payable to Northfield
following its vacation of Parcel B pursuant to Paragraph 1.B herein. Within ten business
days following the City's receipt of notice by Northfield that Parcel B has been vacated,
whether as a result of the voluntary act of Northfield or execution of the Writ of
Restitution, the City shall pay to Northfield by wire transfer to the Purcell & Adams Trust
Account, the sum of Two Hundred Seventy -Five Thousand Dollars ($275,000.00 U.S.),
plus all interest earned thereon.
D. The City instructs the Closing Agent to pay or deliver to Northfield
when the closing agent has for the account of the City the documents required by this
Agreement. The City agrees to wire transfer to Closing Agent all funds necessary to
comply with paragraphs A and B hereof.
E. The Purchase Price of Parcel A is $795,000. Any additional amounts
payable to Northfield shall be as additional consideration for the settlement of
Northfield's claims.
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3. Mutual Release of All Claims.
Northfield and its Managing Member, Andrew Berg, on behalf of themselves and their
affiliates, successors and assigns, releases and forever discharges and covenants not to sue
with respect to any and all further or remaining claims, rights, demands, and causes of
action, whether known or unknown, liquidated or unliquidated (including attorneys' fees
and costs), which Northfield and/or Andrew Berg has, had, or could have asserted against
the City, its affiliates, its past or present elected officials, officers, directors, agents,
representatives, or employees, which relate to or arise from the Lawsuit.
The City, on behalf of itself and its affiliates, successors and assigns, releases and
forever discharges and covenants not to sue with respect to any and all further or
remaining claims, rights, demands, and causes of action, whether known or unknown,
liquidated or unliquidated (including attorneys' fees and costs), which the City has, had,
or could have asserted against the Northfield, its affiliates, successors and assigns, which
relate to or arise from the Lawsuit.
This provision does not prohibit the City from seeking issuance of a Writ of
Restitution in the Unlawful Detainer Action restoring Parcel B to its possession if
Northfield does not vacate Parcel B pursuant to Paragraph 1.B herein.
This provision does not prohibit any party from bringing a claim for breach of this
Agreement.
4. Closing,
This Agreement shall be closed on April 30, 2008 ("Closing") and it is agreed that
Pacific Northwest Escrow Corporation ("Closing Agent") shall act as closing agent for all
parties in closing this transaction. City shall pay all costs of Closing, including the escrow
fee. All money received by the Closing Agent is to be deposited in a trust account
pending final closing.
Upon receipt of the funds and properly executed documents required by this
Settlement Agreement, the closing agent is directed to record the necessary documents
and complete the closing. Date of closing means the date on which all documents are
recorded.
Execution of a document by a party shall be approval of it. Closing Agent is
authorized to correct typographical errors in the documents and any errors or omissions
on the settlement statement shall be corrected and paid by, or refunded to, the appropriate
party. It is understood and agreed that the execution of any document will be considered
approval thereof.
The Closing Agent makes no representations or warranties regarding the
condition of title. The legal description has been provided to the closing agent and it is
the responsibility of Northfield and the City to determine that it is a complete and
accurate description. It is agreed by the parties that the closing agent shall not be
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required to search the public records and shall have no responsibility with respect to the
condition of title other than to exercise reasonable care and the recording of documents as
directed by this Agreement. No policy of title insurance is being issued in connection
with this transaction.
5. No Admission. This Agreement is not an admission of liability or wrongdoing
by any party.
6. Dismissal of Lawsuits. Promptly following the execution of this Agreement by
all parties, the City shall dismiss the Lawsuit.
If Northfield vacates Parcel B pursuant to Paragraph 1.B herein, then the City
agrees to dismiss the Unlawful Detainer Action within ten business days following the
City's verification that Parcel B has been vacated.
7. Assignment. Neither party may assign its rights or obligations under this
Agreement without the written consent of the other, which shall not be unreasonably
withheld.
8. Successors and Assigns. This Agreement, together with all exhibits now or
hereafter made a part, shall be binding on the parties and their respective heirs, executors,
administrators, successors, and assigns.
9. Entire Agreement. This Agreement represents the complete agreement
between the parties with respect to the subject matter hereof. Any prior written or oral
representations or agreements to the contrary are of no effect.
10. Amendment. This Agreement may not be amended or modified except by a
writing, signed by the parties to be bound thereby, or signed by their respective attorneys
as authorized.
11. Notices. All notices, demands, requests, and other communications required
or permitted hereunder shall be in writing and shall be deemed delivered on the earlier of
(i) three days after posting of registered or certified mail, addressed to the addressee at its
address set forth below or at such other address as such party may have specified
theretofore by notice delivered in accordance with this Section, or (ii) actual receipt by
the addressee, as follows:
TO CITY:
City of Tukwila
Attn: City Clerk
6200 Southcenter Blvd.
Tukwila, WA 98188
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With a copy to:
Ms. Shelley Kerslake, Esq.
Kenyon Disend, PLLC
11 Front St. S.
Issaquah, WA 98027
TO NORTHFIELD:
c/o Andrew Berg
PO Box 60057
Seattle, WA 98160
With a copy to:
Mr. Douglas Purcell, Esq.
Purcell & Adams, PLLC
7127 — 196th St. S.W., Suite 201
Lynnwood, WA 98036
12. Attorney and Expert Witness Fees. In the event that either party resorts to
litigation to enforce any term of this Agreement, the substantially prevailing party in any
such litigation shall be entitled to an award of reasonable attorneys' fees and expert
witness fees, together with actual court costs, expended in such litigation.
13. Execution. This Agreement may be executed by facsimile, which shall be
deemed to be an original.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. Venue for any action arising out of
this Agreement shall be in King County Superior Court.
15. Authority. The persons executing this Agreement on behalf of the respective
parties hereby represent and warrant that they are authorized to enter into this Settlement
Agreement on the terms and conditions herein stated.
16. Equal Opportunity to Participate in Drafting. The parties have had an equal
opportunity to participate in the preparation of this Agreement.
17. Full Understanding; Independent Counsel. The parties each acknowledge,
represent and agree that they have read this Agreement; that they fully understand the
terms thereof; and that they have been fully advised by their independent legal counsel or
have had the opportunity to be so advised in connection with the terms of this Agreement.
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CITY OF TUKWILA
Jirr� �s Haggeiy
NOR - IEI VENTURES, LLC
Andr-w Berg, Managrhg Member
Date: 125i tO
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111 LandAmerica
Transnation
May 1, 2008
City of Tukwila
6200 Southcenter Blvd.
Tukwila, WA 98188
OUR NO.: 11284836
COMMERCIAL SERVICES
Two Union Square
601 Union Street
Suite 1100
Seattle, WA 98101
Phone: 206-628-2873
Fax 2C5-528-0631
Attached is your ALTA 2006 Owners Policy policy of title insurance. Please retain it for
future reference with your other closing papers.
Marc Wise
• •
OWNER'S POLICY OF TITLE INSURANCE
Issued by Transnation Title Insurance Company
im LandAmerica
,..
Transnation
Policy/File No.: 11284836
Transnation Title Insurance Company is a member of the
LandAmerica family of rn., title insura,nre underwriters
Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given
to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE
CONDITIONS, TRANSNATION TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to
the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or
incurred by the Insured by reason of.
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by
electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements
located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.
3. Unmarketable Title.
4 No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only
to the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective
(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any
part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that
prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors'
rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal
bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10, Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of
transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to
the extent provided in the Conditions.
ALTA 2006 Owner's Policy Jacket Valid Only If Schedules A and B are Attached
Form B1190-128
Itil LandAmerica
Transnation
Policy/File No: 11284836
POLICY OF TITLE INSURANCE
Issued by
Transnation Title Insurance Company
SCHEDULE A
File No.: 11284836
Address Reference: 14840 Pacific Highway South, Tukwila, WA
Amount of Insurance: $795,000.00
Date of Policy: April 30, 2008 at 2:28 P.M.
1. Name of Insured:
City of Tukwila, a municipal corporation
2. The estate or interest in the land described herein and which is covered by this policy is:
a fee simple estate
3. Title is vested in:
City of Tukwila, a municipal corporation
4. The land referred to in this policy is described as follows:
In the Exhibit "A" attached hereto and made a part hereof.
Transnation Title Insurance Company
/1141—
Authorized Signature
ALTA 2006 Owner's Policy
Page 1
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Policy/File No, : 11284836
EXHIBIT "A"
THAT PORTION OF LOTS 8, 27 AND 28 IN BLOCK 2 OF FIRST ADDITION TO ADAM'S HOME
TRACTS, AS PER PLAT RECORDED IN VOLUME 12 OF PLATS, PAGE 50, RECORDS OF KING
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SOUTH 150TH STREET AND THE
EASTERLY LINE OF STATE ROAD NO. 1;
THENCE NORTH 18°28'40" EAST ALONG THE EASTERLY LINE OF SAID ROAD 126.43 FEET
TO THE TRUE POINT OF BEGINNING WHICH IS ON THE NORTH LINE OF THE SOUTH 120
FEET OF SAID LOTS 27 AND 28 AS MEASURED ALONG THE EASTERLY LINE THEREOF;
THENCE SOUTH 89°44'10" EAST ALONG SAID NORTH LINE 190.31 FEET TO A POINT ON
THE EAST LINE OF LOT 27 AND WHICH IS 120 FEET NORTH OF THE SOUTHEAST CORNER
THEREOF;
THENCE NORTH 00°33'50" WEST ALONG THE EAST LINE OF LOTS 27 AND 8, A DISTANCE
OF 220.39 FEET;
THENCE NORTH 89°44'10" WEST 114.60 FEET TO THE EAST LINE OF STATE ROAD NO. 1;
THENCE ON SAID EAST LINE SOUTH 18°28'40" WEST 232 FEET TO THE TRUE POINT OF
BEGINNING;
AND THAT PORTION OF LOT 26 IN BLOCK 2 OF SAID PLAT, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SOUTH 150TH STREET AND THE
EAST LINE OF STATE ROAD NO. 1 (HIGHWAY 99);
THENCE NORTH 18°28'40" EAST, ALONG THE EASTERLY LINE OF SAID ROAD, 126.43 FEET
TO POINT WHICH IS ON THE NORTH LINE OF THE SOUTH 120 FEET OF SAID LOTS 27 AND
28 AS MEASURED ALONG THE EASTERLY LINE THEREOF;
THENCE SOUTH 89°44'10" EAST, ALONG SAID NORTH LINE, 190.31 FEET TO A POINT ON
THE EAST LINE OF LOT 27 AND WHICH IS 120 FEET NORTH OF THE SOUTHEAST CORNER
THEREOF;
THENCE NORTH 00°33'50" WEST, ALONG THE EAST LINE OF LOT 27, A DISTANCE OF 55.89
FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 00°33'50" WEST ALONG THE EAST LINE OF LOT 27, A DISTANCE OF
137.48 FEET TO THE NORTH LINE OF LOT 27;
THENCE EAST 23.30 FEET ALONG THE NORTH LINE OF LOT 26 WHICH LINE IS A
PROLONGATION OF THE NORTH LINE OF LOT 27;
ALTA 2006 Owner's Policy
Page 2
• •
File No.: 11284836
EXHIBIT "A" Continued
THENCE SOUTHWEST 139.06 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT A OF LOT LINE ADJUSTMENT NO. 983059, RECORDED UNDER
RECORDING NO. 8901180986);
TOGETHER WITH AN EASEMENT FOR INGRESS AND EGRESS GRANTED UNDER RECORDING
NO. 20060822001723.
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.
ALTA Owner's Policy (10-17-92)
Page 3
• •
SCHEDULE B
Policy/File No.: 11284836
EXCEPTIONS FROM COVERAGE
This Policy does not insure against Toss or damage (and the Company will not pay costs, attorneys'
fees or expenses) which arise by reason of:
1. Taxes or assessments which are not now payable or which are not shown as existing liens by
the records of any taxing authority that levies taxes or assessments on real property or by the
public records; proceedings by a public agency which may result in taxes or assessments, or
notices of such proceedings, whether or not shown by the records of such agency or by the
public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which
could be ascertained by an inspection of the land or which may be asserted by persons in
possession, or claiming to be in possession, thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public
records.
4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the
Title that would be disclosed by an accurate and complete land survey of the Land, and that is
not shown by the Public Records.
5. Any lien, or right to a lien, for labor, material, services or equipment, or for contributions to
employee benefit plans, or liens under Workmans' Compensation Acts, not disclosed by the
public records.
6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing
the issuance thereof; (c) Indian treaty or aboriginal rights, including, but not limited to,
easements or equitable servitudes; or, (d) water rights, claims or title to water, whether or not
the matters excepted under (a), (b), (c) or (d) are shown by the public records.
7. Right of use, control or regulation by the United States of America in the exercise of powers
over navigation; any prohibition or limitation on the use, occupancy or improvement of the
land resulting from the rights of the public or riparian owners to use any waters which may
cover the land or to use any portion of the land which is now or may formerly have been
covered by water.
8. Any service, installation, connection, maintenance or construction charges for sewer, water,
electricity, or garbage collection or disposal, or other utilities unless disclosed as an existing
lien by the public records.
SPECIAL EXCEPTIONS:
1. DELETED
2. GENERAL PROPERTY TAXES AND SERVICE CHARGES, AS FOLLOWS, TOGETHER WITH
INTEREST, PENALTY AND STATUTORY FORECLOSURE COSTS, IF ANY, AFTER DELINQUENCY:
(1ST HALF DELINQUENT ON MAY 1; 2ND HALF DELINQUENT ON NOVEMBER 1)
TAX ACCOUNT NO.: 004100 0130
YEAR BILLED PAID BALANCE
2008 $10,371.05 $5,185.53 $5,182.52
TOTAL AMOUNT DUE, NOT INCLUDING INTEREST AND PENALTY: $5,182.52.
LEVY CODE: 2413
ALTA 2006 Owners Policy
Page 4
• •
SCHEDULE B
(continued)
3. TERMS, CONDITIONS AND RESTRICTIONS, INCLUDING TERMINATION, CONTAINED IN GRANT
OF ROADWAY EASEMENT TO BENEFIT SAID PREMISES RECORDED UNDER RECORDING NO.
8310170839 AND AMENDED BY INSTRUMENT RECORDED UNDER RECORDING NO.
8311070007.
4. RIGHT TO MAKE NECESSARY SLOPES FOR CUTS OR FILLS UPON THE LAND HEREIN
DESCRIBED AS GRANTED TO STATE OF WASHINGTON BY DEED RECORDED UNDER
RECORDING NO. 2591472.
5. MATTERS SET FORTH BY SURVEY:
RECORDED: MAY 2, 2003
RECORDING NO.: 20030502900003
DISCLOSES: FENCES AND RETAINING WALL NOT CONFORMING TO BOUNDARY
LINES
6. EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: DOUGLAS STEINBERG AND SUSAN STEINBERG
PURPOSE: INGRESS AND EGRESS
AREA AFFECTED: AN AREA IN THE NORTHWEST CORNER OF SAID PREMISES
RECORDED: AUGUST 22, 2006
RECORDING NO.: 20060822001723
7. TERMS AND CONDITIONS OF BENEFICIAL EASEMENTS FOR UTILITIES INCLUDING SANITARY
SEWER AND STORM DRAINS OVER PROPERTIES ADJOINING ON THE NORTH, GRANTED
UNDER RECORDING NUMBERS 20051028002375, 20060822001724 AND 20060822001725.
8. PENDING ACTION IN KING COUNTY:
SUPERIOR COURT CAUSE NO.: 06-2-37028-7
BEING AN ACTION FOR: SPECIFIC PERFORMANCE
PLAINTIFF: CITY OF TUKWILA
DEFENDANT: NORTHFIELD VENTURES, LLC
ATTORNEY FOR PLAINTIFF: SHELLEY MARIE KERSLAKE, PETER BRUCE BECKWITH AND
JEREMY WADE CULUMBER
LIS PENDENS THEREOF RECORDED ON DECEMBER 5, 2006 AS RECORDING NO.
20061205001569.
END OF SCHEDULE
Page 5
III
OXCLUSIONS FROM COVERAGE Policy/File No : 11284836
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 that arise by reason of:
1, (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating,
prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
Of ,".c effoet of� y violation of these laws, ordinances, Or �C..,"lr'_iM Th?
rr^ ,
the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage pi ovided under Covered Risk 7 or 8
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 (however, this does not modify or limit the coverage provided under Covered Risk 9
and 10; or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting
the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5, Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of
Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A
CONDITIONS
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance". The amount stated in Schedule
A, as may be increased or decreased by endorsement to this
policy, increased by Section 8(b), or decreased by Sections 11 and
12 of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy"
in Schedule A
(c) "Entity A corporation, partnership, trust, limited liability
company, or other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) successors to the Title of the Insured by
operation of law as distinguished from purchase, including heirs,
devisees, survivors, personal representatives, or next of kin;
(B) successors to an Insured by dissolution,
merger, consolidation, distribution, or reorganization;
(C) successors to an Insured by its conversion to
another kind of Entity;
(D) a grantee of an Insured under a deed delivered
without payment of actual valuable consideration conveying the
Title
(1) if the stock, shares, memberships, or other
equity interests of the grantee are wholly-owned by the named
Insured,
(2) if the grantee wholly owns the named
(3) if the grantee is wholly-owned by an
affiliated Entity of the named Insured, provided the affiliated Entity
and the named Insured are both wholly-owned by the same person
or Entity, or
Insured,
(4) if the grantee is a trustee or beneficiary of
a trust created by a written instrument established by the Insured
named in Schedule A for estate planning purposes.
(i) With regard to (A), (B), (C), and (D) reserving,
however, all rights and defenses as to any successor that the
Company would have had against any predecessor Insured.
(e) "Insured Claimant": An Insured claiming loss or damage.
(f) "Knowledge" or "Known": Actual knowledge, not
constructive knowledge or notice that may be imputed to an
Insured by reason of the Public Records or any other records that
impart constructive notice of matters affecting the Title
ALTA 2006 Owner's Policy Jacket
Form B1190-128
(g) "Land". The land described in Schedule A, and affixed
improvements that by law constitute real property. The term
"Land" does not include any property beyond the lines of the area
described in Schedule A, nor any right, title, interest, estate, or
easement in abutting streets, roads, avenues, alleys, lanes, ways,
or waterways, but this does not modify or limit the extent that a
right of access to and from the Land is insured by this policy.
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other
security instrument, including one evidenced by electronic means
authorized by law.
(i) "Public Records": Records established under state
statutes at Date of Policy for the purpose of imparting constructive
notice of matters relating to real property to purchasers for value
and without Knowledge. With respect to Covered Risk 5(d),
"Public Records" shall also include environmental protection liens
filed in the records of the clerk of the United States District Court
for the district where the Land is located.
(j) "Title The estate or interest described in Schedule A
(k) "Unmarketable Title" Title affected by an alleged or
apparent matter that would permit a prospective purchaser or
lessee of the Title or lender on the Title to be released from the
obligation to purchase, lease, or lend if there is a contractual
condition requiring the delivery of marketable title
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of
Policy in favor of an Insured, but only so long as the Insured
retains an estate or interest in the Land, or holds an obligation
secured by a purchase money Mortgage given by a purchaser
from the Insured, or only so long as the Insured shall have liability
by reason of warranties in any transfer or conveyance of the Title.
This policy shall not continue in force in favor of any purchaser
from the Insured of either (i) an estate or interest in the Land, or (ii)
an obligation secured by a purchase money Mortgage given to the
Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED
CLAIMANT
The Insured shall notify the Company promptly in writing (i) in case
of any litigation as set forth in Section 5(a) of these Conditions, (ii)
in case Knowledge shall come to an Insured hereunder of any
claim of title or interest that is adverse to the Title, as insured, and
that might cause loss or damage for which the Company may be
liable by virtue of this policy, or (iii) if the Title, as insured, is
rejected as Unmarketable Title. If the Company is prejudiced by
the failure of the Insured Claimant to provide prompt notice, the
Company's liability to the Insured Claimant under the policy shall
be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of
loss or damage, the Company may, at its option, require as a
condition of payment that the Insured Claimant furnish a signed
proof of loss. The proof of loss must describe the defect, lien,
nnct .,-prance rn?"n vred goinct b'i this pry; tt--
constitutes the basis of IOSSor damage and shall state, to the extent
possible, the basis of calculating the amount of the loss or damage.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the
options contained in Section 7 of these Conditions, the Company,
at its own cost and without unreasonable delay, shall provide for
the defense of an Insured in litigation in which any third party
asserts a claim covered by this policy adverse to the Insured. This
obligation is limited to only those stated causes of action alleging
matters insured against by this policy The Company shall have
the right to select counsel of its choice (subject to the right of the
Insured to object for reasonable cause) to represent the Insured as
to those stated causes of action. It shall not be liable for and will
not pay the fees of any other counsel. The Company will not pay
any fees, costs, or expenses incurred by the Insured in the
defense of those causes of action that allege matters not insured
against by this policy.
(b) The Company shall have the right, in addition to the
options contained in Section 7 of these Conditions, at its own cost,
to institute and prosecute any action or proceeding or to do any
other act that in its opinion may be necessary or desirable to
establish the Title, as insured, or to prevent or reduce loss or
damage to the Insured. The Company may take any appropriate
action under the terms of this policy, whether or not it shall be
liable to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy. If the
Company exercises its rights under this subsection, it must do so
diligently.
Whenever the Company brings an action or asserts a defense as
required or permitted by this policy, the Company may pursue the
litigation to a final determination by a court of competent
jurisdiction, and it expressly reserves the right, in its sole
discretion, to appeal any adverse judgment or order
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the
Company to prosecute or provide for the defense of any action or
proceeding and any appeals, the Insured shall secure to the
Company the right to so prosecute or provide defense in the action
or proceeding, including the right to use, at its option, the name of
the Insured for this purpose. Whenever requested by the
Company, the Insured, at the Company's expense, shall give the
Company all reasonable aid (i) in securing evidence, obtaining
witnesses, prosecuting or defending the action or proceeding, or
effecting settlement, and (ii) in any other lawful act that in the
opinion of the Company may be necessary or desirable to
establish the Title or any other matter as insured. If the Company
is prejudiced by the failure of the Insured to furnish the required
cooperation, the Company's obligations to the Insured under the
policy shall terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, with regard to the matter or
matters requiring such cooperation
(b) The Company may reasonably require the Insured
Claimant to submit to examination under oath by any authorized
representative of the Company and to produce for examination,
inspection, and copying, at such reasonable times and places as
may be designated by the authorized representative of the
Company, all records, in whatever medium maintained, including
books, ledgers, checks, memoranda, correspondence, reports, e-
mails, disks, tapes, and videos whether bearing a date before or
after Date of Policy, that reasonably pertain to the loss or damage.
Further, if requested by any authorized representative of the
Company, the Insured Claimant shall grant its permission, in
writing, for any authorized representative of the Company to
examine, inspect, and copy all of these records in the custody or
ALTA 2006 Owner's Policy Jacket
Form B1190-128
•
Policy/File No. • 11284836
control of a third party that reasonably pertain to the loss or
damage. All information designated as confidential by the Insured
Claimant provided to the Company pursuant to this Section shall
not be disclosed to others unless, in the reasonable judgment of
the Company, it is necessary in the administration of the claim.
Failure of the Insured Claimant to submit for examination under
oath, produce any reasonably requested information, or grant
permission to secure reasonably necessary information from third
-Irtiec ryluirrd in h. , !n
governmental regulation, shall terminate any liability of the
Company under this policy as to that claim.
7. OPTIONS T3 PAY CR I LE CLAIN13,
TERMINATION OF LIABILITY
In case of a claim under this policy, the Company shall have the
following additional options.
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this
policy together with any costs, attorneys' fees, and expenses
incurred by the Insured Claimant that were authorized by the
Company up to the time of payment or tender of payment and that
the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations of the Company to the Insured under this policy, other
than to make the payment required in this subsection, shall
terminate, including any liability or obligation to defend, prosecute,
or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the
Insured or With the Insured Claimant.
(i) To pay or otherwise settle with other parties for or in
the name of an Insured Claimant any claim insured against under
this policy. In addition, the Company will pay any costs, attorneys'
fees, and expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that the
Company is obligated to pay; or
(ii) To pay or otherwise settle with the Insured Claimant
the loss or damage provided for under this policy, together with
any costs, attorneys' fees, and expenses incurred by the Insured
Claimant that were authorized by the Company up to the time of
payment and that the Company is obligated to pay
Upon the exercise by the Company of either of the options
provided for in subsections (b)(i) or (ii), the Company's obligations
to the Insured under this policy for the claimed loss or damage,
other than the payments required to be made, shall terminate,
including any liability or obligation to defend, prosecute, or
continue any litigation.
8. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss
or damage sustained or incurred by the Insured Claimant who has
suffered loss or damage by reason of matters insured against by
this policy.
(a) The extent of liability of the Company for loss or damage
under this policy shall not exceed the lesser of
(i) the Amount of Insurance; or
(ii) the difference between the value of the Title as
insured and the value of the Title subject to the risk insured against
by this policy.
(b) If the Company pursues its rights under Section 5 of
these Conditions and is unsuccessful in establishing the Title, as
insured,
(i) the Amount of Insurance shall be increased by 10%,
and
(ii) the Insured Claimant shall have the right to have the
loss or damage determined either as of the date the claim was
made by the Insured Claimant or as of the date it is settled and
paid.
(c) In addition to the extent of liability under (a) and (b), the
Company will also pay those costs, attorneys' fees, and expenses
incurred in accordance with Sections 5 and 7 of these Conditions
9. LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the
alleged defect, lien, or encumbrance, or cures the lack of a right of
access to or from the Land, or cures the claim of Unmarketable
Title, all as insured, in a reasonably diligent manner by any
method, including litigation and the completion of any appeals, it
shall have fully performed its obligations with respect to that matter
and shgIl not be liable for any loss or damage caused to the
Insured.
(b) In the event of any litigation, including litigation by the
Company or with the Company's consent, the Company shall have
no liability for loss or damage until there has been a final
determination by a court of competent jurisdiction, and disposition
r ,11 ni,r77ir
(c) The Company shall not be liable for loss or damage to
the Insured for liability voluntarily assumed by the Insured in
settling any claim or suit without the prior written consult of the
Company.
10. REDUCTION OF INSURANCE; REDUCTION OR
TERMINATION OF LIABILITY
All payments under this policy, except payments made for costs,
attorneys' fees, and expenses, shall reduce the Amount of
Insurance by the amount of the payment.
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the
Company pays under any policy insuring a Mortgage to which
exception is taken in Schedule B or to which the Insured has
agreed, assumed, or taken subject, or which is executed by an
Insured after Date of Policy and which is a charge or lien on the
Title, and the amount so paid shall be deemed a payment to the
Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been
definitely fixed in accordance with these Conditions, the payment
shall be made within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR
SETTLEMENT
(a) Whenever the Company shall have settled and paid a
claim under this policy, it shall be subrogated and entitled to the
rights of the Insured Claimant in the Title and all other rights and
remedies in respect to the claim that the Insured Claimant has
against any person or property, to the extent of the amount of any
loss, costs, attorneys' fees, and expenses paid by the Company If
requested by the Company, the Insured Claimant shall execute
documents to evidence the transfer to the Company of these rights
and remedies. The Insured Claimant shall permit the Company to
sue, compromise, or settle in the name of the Insured Claimant
and to use the name of the Insured Claimant in any transaction or
litigation involving these rights and remedies.
If a payment on account of a claim does not fully cover the loss of
the Insured Claimant, the Company shall defer the exercise of its
right to recover until after the Insured Claimant shall have
recovered its loss.
(b) The Company's right of subrogation includes the rights of
the Insured to indemnities, guaranties, other policies of insurance,
or bonds, notwithstanding any terms or conditions contained in
those instruments that address subrogation rights.
14. ARBITRATION
Either the company or the Insured may demand that the claim or
controversy shall be submitted to arbitration pursuant to the Title
Insurance Arbitration Rules of the American Land Title Association
("Rules"). Except as provided in the Rules, there shall be no
joinder or consolidation with claims or controversies of other
ALTA 2006 Owner's Policy Jacket
Form B1190-128
Policy/File No.: 11284836
persons. Arbitrable matters may include, but are not limited to,
any controversy or claim between the Company and the Insured
arising out of or relating to this policy, any service in connection
with its issuance or the breach of a policy provision, or to any other
controversy or claim arising out of the transaction giving rise to this
policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shall be arbitrated at the option of either the
Company or the Insured. All arbitrable matters when the Amount
I"" ,. r"n nnn nnn
when agreed to by both the Company ana the insured. Arbitration
pursuant to this policy and under the Rules shall be binding upon
the parties Judgment upon the award renJered by the
Arbitrator(s) may be entered in any court of competent jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE
CONTRACT
(a) This policy together with all endorsements, if any,
attached to it by the Company is the entire policy and contract
between the Insured and the Company in interpreting any
provision of this policy, this policy shall be construed as a whole.
(b) Any claim of loss or damage that arises out of the status
of the Title or by any action asserting such claim shall be restricted
to this policy.
(c) Any amendment of or endorsement to this policy must be
in writing and authenticated by an authorized person, or expressly
incorporated by Schedule A of this policy
(d) Each endorsement to this policy issued at any time is
made a part of this policy and is subject to all of its terms and
provisions. Except as the endorsement expressly states, it does
not (i) modify any of the terms and provisions of the policy, (ii)
modify any prior endorsement, (iii) extend the Date of Policy or (iv)
increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held
invalid or unenforceable under applicable law, the policy shall be
deemed not to include that provision or such part held to be
invalid, but all other provisions shall remain in full force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law The Insured acknowledges the Company
has underwritten the risks covered by this policy and determined
the premium charged therefor in reliance upon the law affecting
interests in real property and applicable to the interpretation, rights,
remedies, or enforcement of policies of title insurance of the
jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall apply the law of the
jurisdiction where the Land is located to determine the validity of
claims against the Title that are adverse to the Insured and to
interpret and enforce the terms of this policy In neither case shall
the court or arbitrator apply its conflicts of law principles to
determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding
brought by the Insured against the Company must be filed only in
a state or federal court within the United States of America or its
territories having appropriate jurisdiction.
18. NOTICES, WHERE SET
Any notice of claim and any other notice or statement in writing
required to be given to the Company under this Policy must be
given to the Company at Consumer Affairs Department, P.O. Box
27567, Richmond, Virginia 23261-7567.
• •
THANK YOU.
Policy/File No.: 11284836
Title insurance provides for the protection of your real estate investment. We suggest you keep this policy in a safe place where it can
be readily available for future reference.
If you have questions about title insurance or the coverage provided by this policy, contact the office that issued this policy or you may
call or write:
Transnation Title Insurance Company
Consumer Affairs
P.O. Box 27567
Richmond, Virginia 23261-7567
Telephone: toll free 800 446-7086
Web: www.landam.com
We thank you for choosing to do business with Transnation Title Insurance Company, and look forward to meeting your future title
insurance needs.
Transnation Title Insurance Company is a member of the LandAmerica family of title insurance underwriters.
111,3 LandAmerica
Transnation
ALTA 2006 Owner's Policy Jacket
Form B1190-128
• •
THIS SKETCH IS PROVIDED, WITHOUT CHARGE, FOR YOUR INFORMATION. IT IS NOT INTENDED TO SHOW ALL MATTERS RELATED
TO THE PROPERTY INCLUDING, BUT NOT LIMITED TO, AREA, DIMENSIONS, EASEMENTS, ENCROACHMENTS OR LOCATIONS OF
BOUNDARIES. IT IS NOT A PART OF, NOR DOES IT MODIFY, THE COMMITMENT OR POLICY TO WHICH IT IS ATTACHED. THE
COMPANY ASSUMES NO LIABILITY FOR ANY MATTER RELATED TO THIS SKETCH,UNLESS SUCH COVERAGE IS SPECIFICALLY
PROVIDED BY THE COVERED RISKS OF THE POLICY. REFERENCE SHOULD BE MADE TO AN
ACCURATE SURVEY FOR FURTHER INFORMATION.
SECTION: 22 TOWNSHIP: 23N RANGE: 04E
AG N-015
PROPERTY EXCHANGE AGREEMENT
THIS AGREEMENT ("Agr emen ")
/7-14 day of
Tukwila, a municipal corporation ("City"
i made and entered into as of this
r' 24—/-7/
,v , 2004 by and between the City of
or "the City"), and Northfield Ventures, LLC
("Northfield").
RECITALS
A. The City is the owner of certain real property commonly known as 14840 Pacific
Highway South in the City of Tukwila, King County, Washington, legally described in
Exhibit A attached hereto and incorporated herein by this reference ("City Property").
B. Northfield is the owner of certain real property commonly known as 14224
Pacific Highway South in the City of Tukwila, King County, Washington, legally
described in Exhibit B attached hereto and incorporated herein by this reference
("Northfield Property").
C. The City has determined that the Northfield Property is necessary to its
development of Tukwila Village, an urban renewal project that has been determined to be
a public project. Under threat of condemnation pursuant to RCW 81.112, the City and
Northfield agree that Northfield will deed the Northfield Property to the City in exchange
for the City Property and payment of additional funds, the value of the City Property and
the additional funds constituting just compensation for the Northfield Property.
AGREEMENT
The parties hereto agree as follows:
1. Recitals Incorporated. The above recitals are incorporated herein as part of the
substantive terms of this Agreement.
2. Property Exchange and Consideration. Under threat of condemnation, Northfield
agrees to convey the Northfield Property to the City by Statutory Warranty Deed upon
Closing, as set forth in Section 13 of this Agreement. As just compensation for the
Northfield Property and in consideration for Northfield's agreement to establish a new
car wash facility in Tukwila, the City agrees to convey the City Property to Northfield by
Statutory Warranty Deed at Closing and shall pay Northfield in accordance with Section
5 of this Agreement.
3. Tax Consequences. Neither party makes any representations or warranties,
express or implied, regarding the actual tax consequences of the property exchange.
4. Operation of Existing Car Wash. The City and Northfield intend to allow
Northfield to continue operating the existing car wash facility ("Existing Car Wash")
F:WPPS\CIV\Tukwila\Contract\Northfield Propery Exchange - Final.doc
Page 1 of 14 1st
.fNfil� �§E13 23 2004
i •
located upon the Northfield Property at its sole risk for a period up to, but not to exceed,
fifteen months from the execution of this Agreement. This period may be extended by
mutual agreement of the parties. In the event the new car wash facility ("the New Car
Wash") is completed ahead of schedule, Northfield shall vacate the Northfield Property
within ten days of completion of the New Car Wash. Northfield will indemnify the City
as described in Section 10 hereof. The City and Northfield acknowledge that the right
granted to Northfield by this Section is a valuable right and is consistent with providing
just compensation for the Northfield Property.
5. Payments.
(a) $380,000.00 shall be paid to Northfield by the City upon Closing.
(b) $270,000.00 shall be paid to Northfield by the City upon issuance of the
construction permit for a new car wash facility to be built by Northfield on the City
Property.
(c) $180,000.00 shall be paid to Northfield by the City 90 days after
commencement of construction by Northfield of the new car wash facility on the City
Property.
6. Time for Development of New Car Wash. The City and Northfield intend to
transfer the City Property to Northfield as a location for the development and
construction of the "New Car Wash" within a period not to exceed fifteen months from
the date of execution of this Agreement. In the event that the New Car Wash is not under
construction by such date, Northfield shall deliver title to the City Property to the City,
free and clear of any liens or encumbrances arising since Closing, and Northfield shall
vacate the City Property. Upon such delivery of title, Northfield shall be paid $795,000
in cash, less any monies paid by the City after Closing, provided that any monetary liens
may be paid from the proceeds paid to Northfield by the City. Should the City Property
not be delivered to the City free and clear of any liens or encumbrances, no payment shall
be due Northfield. Such payment shall constitute, with prior payments and other
consideration described herein, just compensation for the Northfield Property.
7. Condition of Title — City Property.
(a) City Property Title Commitment. The City shall, as soon as practicable,
cause to be furnished to Northfield a commitment for an owner's standard coverage
policy of title insurance ("City Property Title Commitment") issued through a title
company mutually approved by Northfield and the City ("Title Company"), describing
the City Property, listing Northfield as the prospective named insured, and showing Eight
Hundred Thirty Thousand Dollars ($830,000.00) as the policy amount.
(b) Review of City Property Title Commitment. Northfield shall have until ten
(10) days after receipt of the City Property Title Commitment in which to notify City of
any objections Northfield has to any matters shown or referred to in the City Property
F:\APPS\CIV\Tukwila\Contract\Northfield Propery Exchange - Final.doc
Page 2 of 14
•
Title Commitment. Except as expressly set forth herein, any exceptions or other items
which are set forth in the City Property Title Commitment to which Northfield does not
object within the 10 -day review period shall be deemed to be permitted exceptions
("Northfield Permitted Exceptions"). Building, zoning, subdivision or use restrictions
applicable to the City Property shall be considered Northfield Permitted Exceptions.
With regard to items to which Northfield objects, the following shall apply:
(i) City shall have ten (10) days from receipt of Northfield's objections to
notify Northfield whether it agrees to remove the unpermitted exceptions set forth in
Northfield's objections;
(ii) If City does not agree to remove such unpermitted exceptions, Northfield
may, within ten (10) days, waive and withdraw its objections.
If the City agrees to remove such objections, the City shall use all reasonable
efforts to cure such objections by the date of Closing. If the City is unable to cure such
objections by the date of Closing, Northfield may, as Northfield's sole remedy, waive the
objections not cured and proceed to Closing or terminate this Agreement by notice to the
City.
8. Condition of Title - Northfield Property.
(a) Northfield Property Title Commitment. Northfield shall, at City's expense
pursuant to Section 13(b)(ii)(B), as soon as practicable, cause to be furnished to City a
commitment for an owner's standard coverage policy of title insurance ("Northfield
Property Title Commitment") issued through the Title Company, describing the
Northfield Property, listing City as the prospective named insured, and showing One
Million Four Hundred Thousand Dollars ($1,400,000.00) as the policy amount.
(b) Review of Northfield Property Title Commitment. City shall have until ten
(10) days after receipt of the Northfield Property Title Commitment in which to notify
Northfield of any objections City has to any matters shown or referred to in the
Northfield Property Title Commitment. Except as expressly set forth herein, any
exceptions or other items which are set forth in the Northfield Property Title
Commitment to which City does not object within the 10 -day review period shall be
deemed to be permitted exceptions ("City Permitted Exceptions"). Building, zoning,
subdivision or use restrictions applicable to the Northfield Property shall be considered
City Permitted Exceptions. Northfield's existing Frontier Bank lien shall not be
considered a City Permitted Exception and Section 9(b) shall govern the removal thereof.
With regard to items to which City objects, the following shall apply:
(i) Northfield shall have ten (10) days from receipt of City's objections to
notify the City whether it agrees to remove the unpermitted exceptions set forth in the
City's objections; and
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(ii) If Northfield does not agree to remove such unpermitted exceptions, the
City may, within ten (10) days, waive and withdraw its objections.
If Northfield agrees to remove such objections, Northfield shall use all reasonable
efforts to cure such objections by the date of Closing. If Northfield is unable to cure such
objections by the date of closing, City may, as City's sole remedy, waive the objections
not cured and proceed to closing or terminate this Agreement by notice to Northfield.
9. Conditions Precedent. The parties' obligations under this Agreement and the
effectiveness of this Agreement shall be subject to the following conditions precedent:
(a) Inspection Contingency. This Agreement is conditioned on an inspection
report of the City Property. Within twenty (20) days of the mutual acceptance of this
Agreement, Northfield shall arrange an inspection of the City Property. The inspection
report shall be prepared by a professional inspector of Northfield's choice approved by
the City and at Northfield's expense. Northfield may disapprove the inspection report on
the basis of any condition identified in the inspection report that the inspector
recommends be corrected. This contingency shall conclusively be deemed satisfied
unless, within twenty (20) days after execution hereof, City receives from Northfield
notice of disapproval identifying the condition(s) contained in the inspection report to
which Northfield objects, and a copy of the inspection report. If City does not agree in
writing to correct the condition(s) identified by Northfield, then within three days
thereafter Northfield may elect to terminate this Agreement, in which event this
Agreement shall be null and void and of no further force and effect.
City hereby grants to Northfield and its agents, employees, and independent
contractors right of entry onto the City Property to make such soil tests and such other
investigation as Northfield may deem reasonably necessary; provided, however, that such
investigation shall not cause any damage to the City Property. Northfield shall hold City
harmless from and against any and all liabilities incurred by Northfield by reason of
damage to persons or property arising from the negligent or intentional acts or omissions
of Northfield or its agents on the City Property. Furthermore, Northfield shall not permit
any lien to be placed on the City Property by any person hired by Northfield for the
purpose of examining, inspecting, or surveying the City Property. If any such lien or
other charge of any kind is placed on the City Property, Northfield shall promptly
discharge it by paying the amount claimed or posting a bond in lieu of the lien.
(b) Financing Contingency. Northfield currently holds title to the Northfield
Property subject to an underlying Frontier Bank loan secured by a first deed of trust.
This Agreement is contingent upon Frontier Bank's acceptance of the City Property as
substitute collateral on that above-mentioned loan. City shall be responsible for payment
of fees charged, not to exceed $4,000.00, to Northfield by Frontier Bank as a result of
said substitution of collateral. Furthermore, if Frontier Bank requires a standard lender's
policy of title insurance, the City shall pay costs associated with obtaining that policy. In
the event Frontier Bank is unwilling to accept the substitute collateral, this Agreement
shall be null and void and of no further force and effect.
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10. Indemnity. During the period of time after Closing, until Northfield ceases
operations of the Existing Car Wash, Northfield covenants and agrees to indemnify,
defend, and hold harmless the City, its officers, agents, and employees from and against
any and all claims, actions, damages, liabilities, costs and expenses, including reasonable
attorneys' fees in connection with or occasioned, in whole or in part, by any act or
omission arising from or out of Northfield's operation of the Existing Car Wash.
With respect to the operation of the Existing Car Wash, and as to claims against the
City, its officers, agents, and employees, Northfield waives its immunity under Title 51
of the Revised Code of Washington for injuries to its employees and agrees that the
obligation to indemnify, defend, and hold harmless provided for in this Section extends to
any claim brought by or on behalf of any employee of Northfield.
The parties mutually negotiated this waiver. This indemnity provision shall not apply
in the event any acts or omissions of the City were the sole cause of any such damage or
injury. To the extent any of the damages referenced herein were caused by or resulted
from the concurrent negligence of the City, its agents, or employees, and Northfield, its
officers, agents, and employees, this obligation to indemnify, defend and hold harmless is
valid and enforceable only to the extent of the negligence of Northfield, its officers,
agents, and employees.
11. Disclosure.
(a) City Property Disclosure. Northfield acknowledges that, except as expressly
set forth in this Agreement, neither City nor any agent or representative or purported
agent or representative of City has made, and City is not liable for or bound in any
manner by, express or implied warranties, guaranties, promises, statements, inducements,
representations, or information pertaining to the City Property or any part thereof, the
physical condition, title, size, zoning, thereof, the uses which can be made of the same or
the fitness of any part thereof for any particular purpose or any other matter or thing with
respect thereto, except that City warrants that the City Property is properly zoned for use
as a car wash facility. Without limiting the foregoing, Northfield acknowledges and
agrees that City is not liable for or bound by (and Northfield has not relied upon) any oral
or written statements, representations, or any other information respecting the City
Property or any portion thereof furnished by City or any other broker, employee, agent,
consultant, or other person representing or purportedly representing City.
(b) Northfield Property Disclosure. City acknowledges that, except as expressly
set forth in this Agreement, neither Northfield nor any agent or representative or
purported agent or representative of Northfield has made, and Northfield is not liable for
or bound in any manner by, express or implied warranties, guaranties, promises,
statements, inducements, representations, or information pertaining to the Northfield
Property or any part thereof, the physical condition, title, size, zoning thereof, the uses
which can be made of the same or the fitness of any part thereof for any particular
purpose or any other matter or thing with respect thereto. Without limiting the foregoing,
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City acknowledges and agrees that Northfield is not liable for or bound by (and City has
not relied upon) any oral or written statements, representations, or any other information
respecting the Northfield Property or any portion thereof furnished by Northfield or any
other broker, employee, agent, consultant or other person representing or purportedly
representing Northfield.
12. Hazardous Materials.
(a) Northfield Property Hazardous Materials. Northfield hereby represents and
warrants to City that the Northfield Property is not and has not been, during the period of
Northfield's ownership of the Northfield Property, used for the storage or disposal of any
toxic or hazardous waste, material, or substance, except to the extent of substances used
in the ordinary course of a car wash business, and that no known hazardous materials or
substances exist on the Northfield Property. Northfield hereby agrees to indemnify and
hold City harmless from any and all loss, damage, liability, and expense (including
reasonable consultant and attorneys' fees) incurred by City arising out of or related to
Northfield's breach of this Section. Northfield further agrees to submit copies of all
materials currently in its possession regarding any testing of the Northfield Property for
hazardous materials to City.
Additionally, Northfield shall, at City's option and expense and within twenty-
one (21) days of the signing of this Agreement, provide the City with a Level One
Environmental Report. If such report shows any reasonable possibility of environmental
contamination, Northfield shall, at City's option and expense and within forty-two (42)
days of the signing of this Agreement, provide City with a Level Two Environmental
Report. If the Level Two report shows any reasonable possibility of environmental
contamination, all of the parties agree that City may terminate this Agreement with no
penalty by written notice to all parties not later than fifty-seven (57) days after signing
the Agreement.
(b) City Property Hazardous Materials. Except as referenced in any reports
provided by City, City hereby represents and warrants to Northfield that the City
Property is not and has not been (during the period of City's ownership of the City
Property) used for the storage or disposal of any toxic or hazardous waste, material, or
substance, and no known hazardous materials or substances exist on the City Property.
City hereby agrees to indemnify and hold Northfield harmless from any and all loss,
damage, liability, and expense (including reasonable consultant and attorneys' fees)
incurred by Northfield arising out of or related to City's breach of this Section. City
further agrees to submit copies of all materials currently in its possession regarding any
testing of the City Property for hazardous materials. Such materials shall be supplied to
Northfield immediately upon signing this Agreement.
City shall, at City's expense and within twenty-one (21) days of the signing of
this Agreement, provide Northfield with a Level One Environmental Report. If such
report shows any reasonable possibility of environmental contamination, City shall, at
City's expense and within forty-two (42) days of the signing of this Agreement, provide
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Northfield with a Level Two Environmental Report. If the Level Two report shows any
reasonable possibility of environmental contamination, all of the parties agree that
Northfield may terminate this Agreement with no penalty by written notice to all parties
not later than fifty-seven (57) days after signing the Agreement.
Additionally, City acknowledges that City has allowed contractors working on the
City right-of-way adjacent to the City Property to fill the City Property with material
from off site. In the event such fill is unacceptable as fill material for use on the City
Property in the possession of Northfield for a car wash at the time of development, or
otherwise inappropriate due to contamination, the City shall pay for any removal or other
disposition. This determination will be made by a third party consultant, approved and
paid for by the City.
13. Closing.
(a) Time and Place for Closing. Within thirty (30) days after the date that all of
the conditions precedent set forth in Section 9 above have been satisfied (or such other
date as the parties may agree), the closing ("Closing") shall take place.
(b) Events at Closing.
(i) At Closing, City shall deliver to Northfield the following:
(A) A Statutory Warranty Deed duly executed and acknowledged by City
conveying the City Property to Northfield;
(B) A standard coverage policy of Title Insurance issued by the Title
Company conforming to the requirements of Section 8 above insuring
Northfield's title in the amount of Eight Hundred Thirty Thousand Dollars
($830,000.00) and containing no exceptions other than the Northfield
Permitted Exceptions; and
(C) A Non -Foreign Affidavit duly executed and acknowledged by City.
(ii) At Closing, Northfield shall deliver to City the following:
(A) A Statutory Warranty Deed duly executed and acknowledged by
Northfield conveying the Northfield Property to City;
(B) A standard coverage policy of Title Insurance issued by the Title
Company conforming to the requirements of Section 8 above insuring
City's title in the amount of One Million Four Hundred Thousand Dollars
($1,400,000.00) and containing no exceptions other than the City
Permitted Exceptions; and
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(C) A Non -Foreign Affidavit duly executed and acknowledged by
Northfield.
(c) Events After Closing.
(i) Within fifteen months of the date of execution of this Agreement,
Northfield shall cease operation of the Existing Car Wash and vacate the Northfield
Property.
(ii) Payments will be made pursuant to the schedule set forth in Section 5 of
this Agreement.
(d) Expenses. The expenses associated with the above transactions shall be
allocated among the parties as follows:
(i) Escrow Fees. City shall pay all escrow fees charged by the Title
Company.
(ii) Attorneys' Fees. Subject to Section 16 below, each party shall pay its
own attorneys' fees.
(iii) Costs. Except as otherwise excluded or limited elsewhere herein, City
shall pay for all transaction costs related to the property exchange, including but not
limited to, premiums for the Policies of Title Insurance, Real Estate Excise Taxes, and
the recording fees for the Statutory Warranty Deeds. City shall pay for all such costs
together with the environmental costs.
(e) Prorations. Real estate taxes, installments of current year special assessments
(if and to the extent they are approved exceptions), utility charges, and other operating
income or expenses applicable to the City Property and the Northfield Property shall be
prorated up to and including the date of Closing, based upon the actual days involved.
To the extent that the amounts of such charges, expenses, and income referred to in this
Section are unavailable at the Closing date or in the event of prorations made on the basis
of erroneous information or clerical errors, a readjustment of these items shall be made
within thirty (30) days after Closing or as soon as practical after discovery of any
erroneous information or clerical error. After Closing, City shall be responsible for all
expenses related to the Northfield Property and Northfield shall be responsible for all
expenses related to the City Property; provided that, Northfield shall be responsible for
all expenses associated with the operation of the Existing Car Wash. City and Northfield
shall, on or before Closing, furnish each other and the Title Company with all
information necessary to compute the prorations provided for in this Section.
14. Signage. City agrees that it shall issue a permit to Northfield, at Northfield's
option, to display a sign on the west side of the premises stating that the Northfield car
wash has moved to a new location for a period of 30 days after close of the Existing Car
Wash. This 30 -day period may be extended by mutual agreement. The maximum sign
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area allowed is 50 square feet per side and a total of 100 square feet for both sides. The
sign must be set back from property lines a distance at least equal to the overall height of
the sign. The sign shall meet all other sign code regulations. The signage shall be
constructed, maintained, and removed at Northfield's expense.
15. Default. Any party hereto shall be in default hereunder if such party shall fail to
comply with any term, covenant, agreement, or obligation on its part required, within the
time limits and in the manner required in this Agreement. In the event of a default
hereunder, the non -defaulting party or parties shall be entitled to pursue all remedies
available at law or in equity, including, but not limited to, specific performance.
16. Attorneys' Fees. If it shall be necessary for any party hereto to employ an
attorney to enforce its rights pursuant to this Agreement because of the default of another
party, the non -defaulting party shall be entitled to recover from the defaulting party or
parties all costs, including reasonable attorneys' fees, incurred in connection with such
default.
17. Brokerage Commission. Each party hereto represents and warrants that it has not
dealt with or engaged any real estate broker in connection with the above transactions.
Each party agrees to indemnify, defend, and hold harmless the other party from and
against any claims or liability attributable to such party' s breach of the foregoing
representation and warranty.
18. Notices. All notices, demands, requests, and other communications required or
permitted hereunder shall be in writing and shall be deemed delivered on the earlier of (i)
three days after posting of registered or certified mail, addressed to the addressee at its
address set forth below or at such other address as such party may have specified
theretofore by notice delivered in accordance with this Section, or (ii) actual receipt by
the addressee, as follows:
TO CITY:
City of Tukwila
Attn: City Clerk
6200 Southcenter Blvd.
Tukwila, WA 98188
With a copy to:
Ms. Shelley Kerslake, Esq.
Kenyon Disend, PLLC
11 Front St. So.
Issaquah, WA 98027
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TO NORTHFIELD:
P.O. Box 68016
Seattle, WA 98168
With a copy to:
Kokie Adams
Purcell & Adams
4211 Alderwood Mall Blvd. Suite 202
Lynnwood, WA 98036
19. Governing Law; Venue. The laws of the State of Washington shall govern the
validity, enforcement, and interpretation of this Agreement. Any dispute or cause of
action under this Agreement shall be resolved in King County Superior Court, State of
Washington.
20. Mutual Agreement. Both parties agree that this Agreement has been mutually
negotiated and drafted with the advice of legal counsel and that in the event of a dispute
arising out of this Agreement, neither party shall be construed as the drafting party.
21. Integration: Modification: Waiver. This Agreement constitutes the complete and
final expression of the agreement of the parties with respect to the herein described
transactions, and supersedes all previous contracts, agreements, and understandings of
the parties, either oral or written. This Agreement cannot be modified, or any of the terms
hereof waived, except by an instrument in writing (referring specifically to this
Agreement) executed by the party against whom enforcement of the modification or
waiver is sought.
22. Counterpart Execution. This Agreement may be executed in several
counterparts, each of which shall be fully effective as an original and all of which
together shall constitute one and the same instrument.
23. Invalid Provisions. If any one or more of the provisions of this Agreement, or
the applicability of any such provision to a specific situation, shall be held invalid or
unenforceable, such provision shall be modified to the minimum extent necessary to
make it or its application valid and enforceable, and the validity and enforceability of all
other provisions of this Agreement and all other applications of any such provision shall
not be affected thereby.
24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
each party hereto, and their respective heirs, personal representatives, successors, and
assigns.
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25. Assignment. No party may assign its rights hereunder without the written
consent of the other party, which consent shall not be unreasonably withheld. For
purposes of this Agreement, a party's refusal to consent to a proposed assignment shall
be deemed reasonable if such assignment would cause any of the above transactions not
to qualify as exchanges pursuant to Section 1031 of the Internal Revenue Code, as
amended.
26. Care of Property Pending Cessation of Car Wash Facility. From the date of this
Agreement until the cessation of operation as a car wash, Northfield shall continue
routine maintenance of the Northfield Property, but shall not be obligated to make
significant capital expenditures or improvements (except as specifically required
hereunder).
27. Restrictive Covenant. City and its heirs, personal representatives, successors, and
assigns agree that a restrictive covenant, in the form attached as Exhibit C, shall be
recorded upon title to the Northfield Property after Closing prohibiting any car wash, or
related style or type of business, to be operated on the Northfield Property.
28. Authority. City warrants that the City Council of the City has lawfully approved
this Agreement and has authorized its Mayor to execute this Agreement and lawfully
bind the City to its terms. Northfield warrants that its shareholders, executive officers,
and directors are fully authorized to enter into this Agreement and lawfully bind
Northfield to its terms.
CITY OF TUKWILA
Steven M. Mullet, Mayor
Approved as to Form:
By: i4-sst. t 44 -1 -or het gr
Shelley M. Kerslake, City Attorney
NORTHFIELD VENTURES, LLC:
/). let
By: Andrew Berg, its 1rirz,
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EXHIBIT A
City Property
LEGAL DESCRIPTION:
THAT PORTION OF LOTS 8, 27 AND 28 IN BLOCK 2 OF FIRST ADDITION TO
ADAM'S HOME TRACTS, AS PER PLAT RECORDED IN VOLUME 12 OF PLATS,
PAGE 50, RECORDS OF KING COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SOUTH
150TH STREET AND THE EASTERLY LINE OF STATE ROAD NO. 1;
THENCE NORTH 18°28'40" EAST ALONG THE EASTERLY LINE OF SAID
ROAD 126.43 FEET TO THE TRUE POINT OF BEGINNING WHICH IS ON
THE NORTH LINE OF THE SOUTH 120 FEET OF SAID LOTS 27 AND 28
AS MEASURED ALONG THE EASTERLY LINE THEREOF;
THENCE SOUTH 89°44'10" EAST ALONG SAID NORTH LINE 190.31 FEET
TO A POINT ON THE EAST LINE OF LOT 27 AND WHICH IS 120 FEET
NORTH OF THE SOUTHEAST CORNER THEREOF;
THENCE NORTH 00°33'50" WEST ALONG THE EAST LINE OF LOTS 27
AND 8, A DISTANCE OF 220.39 FEET;
THENCE NORTH 89°44' 10" WEST 114.60 FEET TO THE EAST LINE OF
STATE ROAD NO. 1;
THENCE ON SAID EAST LINE SOUTH 18°28'40" WEST 232 FEET TO THE
TRUE POINT OF BEGINNING;
AND
THAT PORTION OF LOT 26 IN BLOCK 2 OF SAID PLAT, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SOUTH
150TH STREET AND THE EAST LINE OF STATE ROAD NO. 1 (HIGHWAY 99);
THENCE NORTH 18°28'40" EAST, ALONG THE EASTERLY LINE OF SAID
ROAD, 126.43 FEET TO POINT WHICH IS ON THE NORTH LINE OF THE
SOUTH 120 FEET OF SAID LOTS 27 AND 28 AS MEASURED ALONG THE
EASTERLY LINE THEREOF;
THENCE SOUTH 89°44'10" EAST, ALONG SAID NORTH LINE, 190.31
FEET TO A POINT ON THE EAST LINE OF LOT 27 AND WHICH IS 120
FEET NORTH OF THE SOUTHEAST CORNER THEREOF;
THENCE NORTH 00°33'50" WEST, ALONG THE EAST LINE OF LOT 27, A
DISTANCE OF 55.89 FEET TO TH TRUE POINT OF BEGINNING;
THENCE NORTH 00°33'50" WEST ALONG THE EAST LINE OF LOT 27, A
DISTANCE OF 137.48 FEET TO THE NORTH LINE OF LOT 27;
THENCE EAST 23.30 ALONG THE NORTH LINE OF LOT 26 WHICH LINE
IS A PROLONGATION OF THE NORTH LINE OF LOT 27;
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THENCE SOUTHWEST 139.06 FEET TO THE TRUE POINT OF BEGINNING;
(ALSO KNOWN AS LOT A OF LOT LINE ADJUSTMENT NO. 983059, RECORDED
UNDER RECORDING NO. 8901180986)
SITUATE IN THE CITY OF TUKWILA, COUNTY OF KING, STATE OF
WASHINGTON.
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EXHIBIT B
Northfield Property—Legal Description
PARCEL A:
THAT PORTION OF THE NORTH 185.90 FEET OF THE SOUTH 430.9 FEET OF
THE WEST 505 FEET OF THE EAST 1,031 FEET OF THE SOUTHEAST QUARTER
OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 23 NORTH,
RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON,
LYING EASTERLY OF WASHINGTON STATE HIGHWAY NO. 1.
PARCEL B:
LOT 6, CHERRY LANE, ACCORDING TO THE PLAT THEREOF, RECORDED IN
VOLUME 48 OF PLATS, PAGE 21, IN KING COUNTY, WASHINGTON.
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